Wrap Text
Postponement of Annual General Meeting
Distell Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2016/394974/06)
(JSE share code: DGH)
(ISIN: ZAE000248811)
(“the Company” or “Distell”)
POSTPONEMENT OF ANNUAL GENERAL MEETING
On 23 September 2022 Distell published notice (“AGM Notice”) of its 5th annual general meeting (“AGM”) to be held on
Friday, 17 March 2023 at 11:00 by way of electronic communication only.
Shareholders are advised that the board of directors of Distell (“Board”) has resolved to postpone the AGM to
Thursday, 18 May 2023, and, accordingly, the AGM will not be held on Friday, 17 March 2023, as advised in the AGM
Notice.
The reason for the postponement is that, as detailed in the transaction update announcement released today by Distell
in relation to the proposed transaction with inter alia Heineken International B.V. (“Proposed Transaction”), the South
African Competition Tribunal has approved the Proposed Transaction. As a result, the parties to the Proposed
Transaction, including Distell, are currently and will, on 17 March 2023, still be in the process of preparing for and
implementing the various pre-scheme transactions (“Pre-Scheme Transactions”) which are required to be
implemented before the scheme of arrangement between Distell and its shareholders (“Scheme”), contemplated in the
Proposed Transaction, can be implemented. Details of the Proposed Transaction, including the Pre-Scheme
Transactions and the Scheme, are provided in the circular issued by Distell to its shareholders on 17 January 2022.
Implementation of the Pre-Scheme Transactions and the Scheme is anticipated to be complete by 26 April 2023, from
which date Distell will have one shareholder (namely Sunside Acquisitions Limited) and its ordinary shares will no longer
be listed on the main board of the JSE.
In the circumstances, shareholders are advised that Distell’s 5th AGM will be held on Thursday, 18 May 2023 at 11:00
to consider and, if deemed fit, pass the resolutions detailed in the AGM Notice, with or without modification. Having
regard to the postponement and in terms of section 59(1)(b) of the Companies Act, the record date for purposes of
determining which shareholders are entitled to participate in and vote at the AGM is Friday, 12 May 2023.
Accordingly, the last day to trade in order to be recorded in Distell’s securities register to be entitled to vote will be
Tuesday, 9 May 2023.
Shareholders are further advised that, save as indicated above, the AGM Notice and the form of proxy issued on
23 September 2022, for purposes of the AGM, remain valid, however, for administrative purposes, shareholders wishing
to lodge their forms of proxy with Distell’s transfer secretary, Computershare Investor Services Proprietary Limited, must
do so by no later than Tuesday, 16 May 2023.
The revised salient dates relating to the AGM, are set out below:
Issuer name Distell Group Holdings Limited
ISIN ZAE000248811
JSE share code DGH
Meeting type Annual General Meeting
Meeting venue Electronic communication
Last day to trade to determine eligible shareholders that may attend, Tuesday, 9 May 2023
speak and vote at the AGM
Record date to determine eligible Distell shareholders that may attend, Friday, 12 May 2023
speak and vote and the AGM
Forms of proxy for the AGM to be lodged by no later than 11:00 (for Tuesday, 16 May 2023
administrative purposes)
Date of the AGM Thursday, 18 May 2023
Website link Annual Report | Investor Centre | Distell
AGM online platform www.smartagm.co.za
Stellenbosch
9 March 2023
Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 09-03-2023 04:12:00
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