Wrap Text
Specific repurchase of Distell ordinary shares, distribution of circular and notice of general meeting
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")
SPECIFIC REPURCHASE OF DISTELL ORDINARY SHARES, DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING OF
SHAREHOLDERS
Defined terms used in this announcement shall bear the meaning ascribed thereto in the Distell circular dated 26 May 2022 (“Circular”), unless otherwise
indicated.
1. Introduction
Distell Shareholders are referred to the Distell Scheme Circular distributed to Distell Shareholders on 17 January 2022, regarding the Scheme proposed
by the Distell Board to the Distell Shareholders.
Distell Shareholders approved all special and ordinary resolutions required in respect of the Scheme at the Scheme meeting held on 15 February 2022.
As set out in paragraph 19 of the Distell Scheme Circular, it is proposed that all Treasury Shares be repurchased by Distell and Delisted and Cancelled
prior to the Scheme Implementation Date. Distell Shareholders are therefore advised that the Distell Board proposes, subject to the Distell Shareholder
Resolution being adopted, the Treasury Share Repurchase.
The Circular provides Distell Shareholders with relevant information relating to the Treasury Share Repurchase and serves to convene the General
Meeting for the purposes of Distell Shareholders considering and, if deemed fit, passing, with or without modification, the special and ordinary resolutions
contained in the Notice of General Meeting. The Circular, including the Notice of General Meeting, will be distributed to Distell Shareholders today
(Thursday, 26 May 2022).
Copies of the Circular may be obtained during normal business hours from the registered office of Distell and from the Sandton, Johannesburg, office of
Rand Merchant Bank from today (Thursday, 26 May 2022) up to and including the date of the General Meeting. The Circular is also available in the
Investor Relations section of Distell’s website at https://www.distell.co.za/Investor-Centre/Home/.
2. Terms of the Treasury Share Repurchase
In terms of the Treasury Share Repurchase, Distell will repurchase, under a specific authority, 347 579 Treasury Shares (“Repurchase Shares”) held
by Distell Ltd, an indirect wholly owned Subsidiary of Distell at the Repurchase Price of R0.01 per Repurchase Share, for an aggregate Repurchase
Consideration of R3 475.79. The Repurchase Shares constitute 0.16% of the total Distell Ordinary Shares in issue.
Distell will hold no Treasury Shares after implementation of the Treasury Share Repurchase.
3. Effective date of the Treasury Repurchase
The Treasury Share Repurchase will be implemented as soon as practically possible after the fulfilment or waiver (where capable of waiver) of the
condition precedent to the Treasury Share Repurchase, detailed in paragraph 5 below. The effective date of the Treasury Share Repurchase is expected
to be on or about Tuesday, 28 June 2022.
4. Delisting and Cancellation of the Repurchase Shares
An application will be made to the JSE to grant approval for the termination of the listing of the Repurchase Shares, which termination is expected to be
implemented at the commencement of trading on Friday, 1 July 2022, assuming the condition precedent to the Treasury Share Repurchase is fulfilled
or waived (where capable of waiver) as set out in paragraph 5 below. The Cancellation of the Repurchase Shares will be implemented simultaneously
with their Delisting.
5. Condition Precedent to the Treasury Share Repurchase
The Treasury Share Repurchase is subject to the fulfilment or waiver (where capable of waiver) of the condition precedent that the Distell Shareholders
approve the Treasury Share Repurchase by means of the adoption of the Distell Shareholder Resolution by no later than Monday, 27 June 2022, or
such later date as the Company and Distell Ltd may agree in writing.
6. Financial information
The Treasury Share Repurchase will be effected at a price equal to R0.01 per Repurchase Share, amounting in aggregate to R3 475.79.
Distell will be liable for securities transfer tax at a rate of 0.25% and Distell Ltd will be liable for capital gains tax currently at an effective rate of 22.4%
per Repurchase Share, both based on the market value of a Distell Ordinary Share on the day that the Treasury Share Repurchase is effected. Other
costs associated with the Treasury Share Repurchase include the transaction costs incurred in transactions of this nature, as detailed in paragraph 13
of the Circular. As the Treasury Share Repurchase is intra-group (i.e. from a wholly owned subsidiary), it will be cash flow neutral save for the tax payable
and transaction costs incurred. There will be no exchange control consequences.
7. Notice convening the General Meeting
The General Meeting will be held virtually through electronic communication, at 11h00 on Monday, 27 June 2022, to consider and, if deemed fit, to pass
the resolutions required to authorise and effect the Treasury Repurchase. A notice to convene the General Meeting is attached to and forms part of the
Circular.
The salient details relating to the General Meeting are set out below:
Issuer name Distell Group Holdings Limited
ISIN ZAE000248811
JSE share code DGH
Meeting type General meeting
Meeting venue Electronic communication
Record date to determine which Distell Shareholders are entitled to receive the Circular Friday, 20 May 2022
Date on which the Circular is posted Thursday, 26 May 2022
Last day to trade to determine eligible Distell Shareholders that may attend, speak and vote Monday, 13 June 2022
at the General Meeting
Record date to determine eligible Distell Shareholders that may attend, speak and vote at Friday, 17 June 2022
the General Meeting
Forms of Proxy for the General Meeting to be lodged by no later than 11h00 (for Thursday, 23 June 2022
administrative purposes)
Date of the General Meeting Monday, 27 June 2022
Publication of results of the General Meeting on or about Monday, 27 June
Website link www.distell.co.za/Investor-Centre/Home/
General Meeting online platform www.smartagm.co.za
8. Responsibility statement
The Distell Board accepts responsibility for the information contained in this announcement and confirms that, to the best of its knowledge and belief,
such information is true and that this announcement does not omit anything likely to affect the importance of the information.
Stellenbosch
26 May 2022
Transaction Adviser, Merchant Bank and Transaction Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Adviser
ENSafrica
Date: 26-05-2022 03:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
