Wrap Text
Fulfilment of threshold Scheme Conditions in relation to the Scheme
Distell Group Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 2016/394974/06
ISIN: ZAE000248811
Share Code: DGH
(“Distell" or “the Company”)
Heineken International B.V.
Incorporated in the Netherlands
Registration number: 33103545
(“Heineken”)
Sunside Acquisitions Limited
Incorporated in the Republic of South Africa
Registration number: 2020/811071/06
(“Newco”)
FULFILMENT OF THRESHOLD SCHEME CONDITIONS IN RELATION TO THE SCHEME
Unless otherwise indicated, capitalised terms used in this announcement shall bear the meaning ascribed
thereto in the Distell Circular, distributed on Monday, 17 January 2022.
1. Fulfilment of Threshold Scheme Conditions
Distell Shareholders are referred to the Distell Circular and Transaction Update Announcement
released on SENS on 9 March 2023.
Distell Shareholders are advised that the Threshold Scheme Conditions have been fulfilled.
Accordingly, all Scheme Conditions other than the Certification Scheme Conditions and the PST
Scheme Conditions have now been fulfilled.
It is anticipated that all Scheme Conditions will be fulfilled or, if applicable, waived by Tuesday,
25 April 2023 and the Scheme will be implemented immediately thereafter on Wednesday, 26 April
2023.
Distell Shareholders are reminded that trade in Distell Shares will remain suspended until the Scheme
is implemented as stated in the Transaction Update Announcement released on SENS on 9 March
2023.
2. Newco Offer elections
Scheme Participants elected, or are deemed to have elected, to receive the Newco Cash
Consideration in respect of not more than 111,921,569 Scheme Ordinary Shares. The Scheme
Condition detailed in paragraph 5.2.15 of the Distell Circular has therefore been fulfilled.
Scheme Participants are advised that elections made by Scheme Participants in respect of the Newco
Share Only Option and / or the Newco Fixed Ratio Option are such that the Newco Shares held by
Heineken would, post implementation of the Newco Offer, constitute less than 65% of the Newco
Shares in issue. Accordingly, the Newco Threshold Deemed Cash Election will apply to all Scheme
Participants that elected either the Newco Share Only Option or the Newco Fixed Ratio Option.
In the circumstances:
- Scheme Participants that elected the Newco Fixed Ratio Option will, notwithstanding the Newco
Fixed Ratio Option of 58% / 42% detailed in the Circular, receive in respect of 100% of their
Scheme Ordinary Shares the Newco Cash Consideration and, if applicable, R0.00001 for the
corresponding number of Scheme B Shares held on the Record Election Date.
- Scheme Participants that elected the Newco Share Only Option will receive in respect of
approximately 89% of their Scheme Ordinary Shares (or, if the calculated number of Scheme
Ordinary Shares is not a whole number, it will be rounded down to the nearest whole number) 1
Newco Share for every 1 Scheme Ordinary Share and in respect of the balance of their Scheme
Ordinary Shares (or, if the calculated number of Scheme Ordinary Shares is not a whole number,
it will be rounded up to the nearest whole number) the Newco Cash Consideration and, if
applicable, R0.00001 for every Scheme B Share held on the Record Election Date.
3. Newco Capital Raise
Based on Distell Shareholders’ elections in relation to the Newco Offer, the Newco Offer Cash
Requirement does not exceed R13,571,793,762 and, therefore, the Newco Capital Raise is not
required to proceed.
4. Capevin Offer elections
Scheme Participants have accepted, or are deemed to have accepted, the Capevin Offer in respect
of not more than 82,242,883 Capevin Ordinary Shares. The Scheme Condition detailed in paragraph
5.2.14 of the Distell Circular has therefore been fulfilled.
5. Remaining salient dates and times relating to the Transaction
Distell Shareholders are advised that the salient times and dates published in the Transaction Update
Announcement released on SENS on 9 March 2023 remain applicable and are repeated below.
2023
Application for delisting of the Distell Ordinary Shares to be lodged Monday, 24 April
with the JSE, on
Date to receive compliance certificate from the TRP, on or before Tuesday, 25 April
If all Scheme Conditions are fulfilled or, if applicable, waived:
Final Scheme unconditional announcement, to be released on SENS Tuesday, 25 April
on
Date of implementation of the Capevin Distribution pursuant to the Wednesday, 26 April
Scheme, on
Date of implementation of the Capevin Offer pursuant to the Scheme, Wednesday, 26 April
on
Date of implementation of the Newco Offer pursuant to the Scheme, Wednesday, 26 April
on
In respect of Scheme Participants who reject the Capevin Offer and therefore receive the Capevin
Ordinary Shares pursuant to the Capevin Distribution:
Original share certificates in respect of Capevin Ordinary Shares to be Friday, 12 May
posted by registered post to Scheme Participants who have rejected
the Capevin Offer, by no later than
In respect of Scheme Participants who accept the Capevin Offer or fail to reject the Capevin Offer
and therefore receive the Capevin Cash Consideration pursuant to the Capevin Offer:
Dematerialised Scheme Participants to have their accounts (held at Wednesday, 26 April
their CSDP or Broker) credited with the Capevin Cash Consideration,
on
Certificated Scheme Participants to have their Capevin Cash Wednesday, 26 April
Consideration paid to them by EFT, if: (i) their Form of Acceptance
and Transfer (blue) was received by the Transfer Secretaries on or
prior to 14:00 on the Election Record Date; and (ii) they have provided
the correct bank details, on
Certificated Scheme Participants to have their Capevin Cash 5 Business Days after updating
Consideration amount paid to them by EFT, if: (i) their Form of bank mandate data
Acceptance and Transfer (blue) was received by the Transfer
Secretaries on or prior to 14:00 on the Election Record Date; and
(ii) they have not provided bank details or have provided incorrect
bank details, approximately five Business Days after updating their
bank mandate data with the Transfer Secretaries
Original share certificates in respect of Capevin Ordinary Shares sold Friday, 12 May
to Heineken pursuant to the Capevin Offer to be delivered to
Heineken, by no later than
In respect of Scheme Participants who elect to receive the Newco Cash Consideration or who are
deemed to have elected to receive the Newco Cash Consideration pursuant to the Newco Offer:
Dematerialised Scheme Participants to have their accounts (held at Wednesday, 26 April
their CSDP or Broker) credited with the Newco Cash Consideration,
on
Certificated Scheme Participants to have their Newco Cash Wednesday, 26 April
Consideration paid to them by EFT, if: (i) their Form of Election,
Surrender and Transfer (green) and Documents of Title were received
by the Transfer Secretaries on or prior to 14:00 on the Election Record
Date; and (ii) they have provided the correct bank details, on
Certificated Scheme Participants to have their Newco Cash 5 Business Days after updating
Consideration amount paid to them by EFT, if: (i) their Form of bank mandate data
Election, Surrender and Transfer (green) and Documents of Title were
received by the Transfer Secretaries on or prior to 14:00 on the
Election Record Date; and (ii) they have not provided bank details or
have provided incorrect bank details, approximately five Business
Days after updating their bank mandate data with the Transfer
Secretaries
In respect of Scheme Participants who elect either the Newco Fixed Ratio Option or the Newco
Share Only Option pursuant to the Newco Offer:
Date for Newco’s CSDP or Broker account to be updated to reflect Wednesday, 26 April
receipt of all Distell Ordinary Shares, on
Share certificates in respect of the Distell B Shares to be delivered to Wednesday, 26 April
Newco, on
Termination of the listing of Distell Ordinary Shares at commencement Friday, 28 April
of trade on the JSE, on
Original share certificates in respect of the Newco Share Friday, 12 May
Consideration posted to Scheme Participants by registered post, by
no later than
Notes:
1. All times shown above are South African local times.
2. The above dates have been determined based on certain assumptions regarding the date by
which the Scheme will become Operative in accordance with its terms and conditions. All
dates and times in respect of the Scheme are therefore subject to change, subject to the
approval of the TRP and/or JSE, where such approvals are required. If the relevant dates in
respect of the Scheme change and the dates above are impacted, the changes will be
released on SENS and published in the press.
6. Responsibility statements
To the extent required by law, the Distell Board (including the Distell Independent Board), individually
and collectively, accepts responsibility for the information contained in this announcement insofar as
it relates to Distell and confirms that, to the best of its knowledge and belief, such information relating
to Distell is true and correct and, where appropriate, does not omit anything that is likely to affect the
importance of the information.
To the extent required by law, the Newco Board, individually and collectively, accepts responsibility
for the information contained in this announcement insofar as it relates to Newco and confirms that,
to the best of its knowledge and belief, such information relating to Newco is true and correct and,
where appropriate, does not omit anything that is likely to affect the importance of the information.
To the extent required by law, the Heineken Board, individually and collectively, accepts responsibility
for the information contained in this announcement insofar as it relates to Heineken and confirms that,
to the best of its knowledge and belief, such information relating to Heineken is true and correct and,
where appropriate, does not omit anything that is likely to affect the importance of the information.
Stellenbosch
27 March 2023
Transaction Advisor, Merchant Bank, Transaction Sponsor and Corporate Broker to Distell:
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Advisor to Distell:
ENSafrica
Financial Advisor to Heineken:
Nomura International plc
Legal Advisor to Heineken and Newco:
Webber Wentzel
Date: 27-03-2023 10:35:00
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