Wrap Text
Transaction Update Announcement
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”)
TRANSACTION UPDATE ANNOUNCEMENT IN RESPECT OF THE CONDITIONS PRECEDENT TO
THE SCHEME AND IMPORTANT INFORMATION REGARDING SUSPENSION OF TRADE IN DISTELL
SHARES AND THE ELECTION RECORD DATE
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. Update on Scheme Conditions
Further to the Distell Circular, various announcements released on SENS relating to the Transaction
and the prospectus which was issued by Newco and distributed to Distell Shareholders on
Wednesday, 18 January 2023 (“2023 Newco Prospectus”), Distell is pleased to advise Distell
Shareholders that the Competition Tribunal of South Africa (“Competition Tribunal”) has approved
the Transaction. This marks an important milestone in the Transaction in its progression to
completion. Distell Shareholders can access the Competition Tribunal’s order on its website at
www.comptrib.co.za and inform themselves of the conditions which have been imposed, which will be made
available on the Competition Tribunal’s website in due course. The conditions, although amended following
the Competition Tribunal hearing, align broadly with the conditions proposed by the Competition Commission
of South Africa, as detailed in the 2023 Newco Prospectus.
Accordingly, all Scheme Conditions other than the Threshold Scheme Conditions, the Certification
Scheme Conditions and the PST Scheme Conditions have now been fulfilled or, if applicable, waived.
2. Last day to trade and Election Record Date in respect of the Newco Offer, the Capevin Offer
and the Newco Capital Raise, and suspension of trade of Distell Shares
Distell Shareholders are advised that the last day to trade in order to be eligible to make an election
in respect of (i) the Newco Offer, (ii) the Capevin Offer, and (iii) if applicable, the Newco Capital Raise,
will be Monday, 20 March 2023. The Election Record Date for the Newco Offer, Capevin Offer and,
if applicable, Newco Capital Raise is Friday, 24 March 2023. This is the last date by which the Transfer
Secretaries must receive all duly completed Forms of Acceptance and Transfer (blue), Forms of
Election, Surrender and Transfer (green) together with the relevant Documents of Title and Forms of
Subscription (pink) from Certificated Distell Shareholders and Dematerialised Distell Shareholders
with Own-name Registration. Dematerialised Distell Shareholders without Own-name Registration
should, similarly, ensure that they provide their CSDPs or Brokers with their election instruction as
soon as possible after the date of this announcement and by no later than the Election Record Date.
Distell Shareholders are referred to page 8 of the Distell Circular, which sets out the action required
by Distell Shareholders in respect of the Newco Offer, the Capevin Offer and the Newco Capital
Raise, respectively. The Distell Circular is available at https://www.distell.co.za/Investor-
Centre/heineken-deal-site/.
Distell Shareholders should note that all elections are irrevocable once submitted. Distell
Shareholders are reminded that the Newco Deemed Cash Election and the Capevin Deemed
Acceptance will apply if election forms are not completed validly or not submitted timeously.
Distell Shareholders are advised that the times and dates as published in the 2023 Newco
Prospectus, and the related announcement released on SENS on 18 January 2023 have changed.
The updated salient times and dates are set out in section 3 of this announcement.
In particular, Distell Shareholders are advised that all trade in Distell Ordinary Shares and Distell B
Shares will be suspended from the opening of the market on Wednesday, 22 March 2023 and until
the Scheme is implemented, unless the Threshold Conditions are not fulfilled or waived, in which
event the suspension of trade will be lifted from the opening of the market on Monday, 27 March
2023. A SENS announcement will be released by Distell on SENS before market opens on Monday,
27 March 2023, advising whether the Threshold Conditions have been fulfilled, waived or not fulfilled,
based on the elections made by Distell Shareholders in relation to the Newco Offer, the Capevin Offer
and, if applicable, the Newco Capital Raise.
3. Remaining salient dates and times relating to the Transaction
The timetable below provides the remaining key dates up to the Scheme Implementation Date. Distell
Shareholders are cautioned that the dates below are not certain and are subject to change. All
changes will be released on SENS and published in the press.
2023
Application for suspension of the Distell Ordinary Shares lodged with Friday, 17 March
the JSE on
Last day to trade to be eligible to make an election in respect of: (i) the Monday, 20 March
Capevin Offer; (ii) the Newco Offer; and (iii) the Newco Capital Raise,
respectively
Distell Ordinary Shares suspended on the JSE trading system on(5) Wednesday, 22 March
Trade in Distell B Shares also prohibited from(5) Wednesday, 22 March
No on or off market trade in Distell Shares from(5) Wednesday, 22 March
Election Record Date on(4) Friday, 24 March
Last day for receipt of Form of Acceptance and Transfer (blue) in Friday, 24 March
respect of the Capevin Offer, by 12:00 on the Election Record Date
Last date for receipt of Form of Election, Surrender and Transfer Friday, 24 March
(green) in respect of the Newco Offer, by 12:00 on the Election Record
Date
Last date for receipt of Form of Subscription (pink) in respect of the Friday, 24 March
Newco Capital Raise, by 12:00 on the Election Record Date
Announcement regarding the fulfilment or non-fulfilment of the Monday, 27 March
Threshold Conditions released on SENS before market opens on
Application for delisting of the Distell Ordinary Shares expected to be Monday, 24 April
lodged with the JSE, on
Anticipated date to receive compliance certificate from the TRP, on or Tuesday, 25 April
before
If all Scheme Conditions are fulfilled or, if applicable, waived:
Final Scheme unconditional announcement, expected to be released Tuesday, 25 April
on SENS on
Expected date of implementation of the Capevin Distribution pursuant Wednesday, 26 April
to the Scheme, on
Expected date of implementation of the Capevin Offer pursuant to the Wednesday, 26 April
Scheme, on
Expected date of implementation of the Newco Offer pursuant to the Wednesday, 26 April
Scheme, 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, expected to be 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 expected to have their accounts Wednesday, 26 April
(held at their CSDP or Broker) credited with the Capevin Cash
Consideration, on
Certificated Scheme Participants expected to have their Capevin Wednesday, 26 April
Cash Consideration paid to them by EFT, if: (i) their Form of
Acceptance and Transfer (blue) is received by the Transfer
Secretaries on or prior to 12:00 on the Election Record Date; and
(ii) they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Capevin 5 Business Days after updating
Cash Consideration amount paid to them by EFT, if: (i) their Form of bank mandate data
Acceptance and Transfer (blue) is received by the Transfer
Secretaries on or prior to 12:00 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, expected to be 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 expected to have their accounts Wednesday, 26 April
(held at their CSDP or Broker) credited with the Newco Cash
Consideration, on
Certificated Scheme Participants expected 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 are received
by the Transfer Secretaries on or prior to 12:00 on the Election Record
Date; and (ii) they have provided the correct bank details, on
Certificated Scheme Participants expected 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 are
received by the Transfer Secretaries on or prior to 12:00 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:
Expected date for Newco’s CSDP or Broker account to be updated to Wednesday, 26 April
reflect receipt of all Distell Ordinary Shares, on
Share certificates in respect of the Distell B Shares expected to be Wednesday, 26 April
delivered to Newco, on
Expected termination of the listing of Distell Ordinary Shares at Friday, 28 April
commencement 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,
expected to be 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.
3. Share certificates in Distell may not be Dematerialised or rematerialised after Monday,
20 March 2023 during which period the Certificated securities register of Distell will be closed.
4. Distell Shareholders should note that, as transactions in Distell Ordinary Shares are settled in
the electronic settlement system used by Strate, settlement of trades takes place
three Business Days after such trade. Therefore, persons who acquired Distell Ordinary
Shares after Wednesday, 1 February 2022 (being the last day to trade in order to be eligible to
attend and vote at the Scheme Meeting) were not eligible to vote at the Scheme Meeting, but
may, nevertheless, participate in the Scheme and receive the Capevin Distribution or Capevin
Cash Consideration and the Newco Offer Consideration, provided that the Scheme becomes
Operative and they acquire Distell Ordinary Shares on or prior to the last day to trade in Distell
Ordinary Shares in order to be eligible to participate in the Scheme and hold such Distell Shares
on the Election Record Date (Friday, 24 March 2023).
5. Distell Shareholders should note that the Distell Ordinary Shares will be suspended from trade
and the Distell Register locked for a period of approximately 24 Business Days, expected to
commence on Wednesday, 22 March 2023 and until either the Scheme becomes Operative
and is implemented or an announcement is released by Distell advising that the Scheme has
failed and the suspension will be lifted, as applicable. It will also not be possible to trade Distell
B Shares during this period. Settlement of the Scheme will occur on the Scheme
Implementation Date (approximately 24 Business Days after the suspension of the Distell
Shares). No on or off market trade in Distell Shares will be permitted in this period. Please see
note 6 below for further detail.
6. Distell Shareholders are advised that the reason for the lengthy period during which the Distell
Shares will be suspended from trade and before the Scheme is settled is due to the time
required to procure the fulfilment of the Scheme Conditions which are required to be fulfilled
after the Threshold Conditions are fulfilled, namely the Certification Scheme Conditions and
the PST Scheme Conditions. In respect of the PST Scheme Conditions, it is necessary to
adhere to certain timing requirements in terms of applicable laws including in particular section
42 of the Income Tax Act.
7. Certificated Distell Shareholders and Dematerialised Distell Shareholders are referred to the
“Action required by Distell Shareholders” section commencing on page 8 of the Distell Circular
for further information regarding the making of elections in relation to the Scheme. Distell
Shareholders should note that only Certificated Distell Shareholders and Dematerialised Distell
Shareholders with Own-name Registration should complete and return the Form of Acceptance
and Transfer (blue), Form of Election, Surrender and Transfer (green) and, if applicable, Form
of Subscription (pink). Dematerialised Distell Shareholders without Own-name Registration
should contact their CSDP or Brokers.
8. Distell Shareholders that elect the Newco Fixed Ratio Option or the Newco Share Only Option
and Distell Full Reinvestment Shareholders that participate in the Newco Capital Raise are
advised that, by virtue of having elected the Newco Fixed Ratio Option or the Newco Share
Only Option, as applicable, and to participate in the Newco Capital Raise, if applicable, they
are deemed to (and will) be bound by the provisions of the Newco Shareholders Agreement.
In addition, they are reminded that the Newco Shares: (i) will be issued and delivered in
Certificated Form; (ii) will not be listed on the JSE or any other stock exchange; and (iii) their
transferability will be subject to various restrictions as set out in the Newco Shareholders
Agreement (as read with the Newco MOI).
9. Distell Full Reinvestment Shareholders wishing to participate in the Newco Capital Raise that
are Certificated Distell Shareholders or Dematerialised Distell Shareholders with Own-name
Registration should complete the Form of Subscription (pink) enclosed with the Distell Circular
and return the duly completed document to the Transfer Secretaries by no later than 12:00 on
the Election Record Date. Distell Full Reinvestment Shareholders that are Dematerialised
Distell Shareholders without Own-name Registration must NOT complete the Form of
Subscription (pink) and should contact their CSDP or Broker regarding their election in respect
of the Newco Capital Raise.
4. 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
9 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: 09-03-2023 01:30:00
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