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Proposed restructuring by Distell Group Limited of its ownership structure
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/006415/06)
ISIN: ZAE000026480
Share Code: REM
(“Remgro” or “the Company”)
PROPOSED RESTRUCTURING BY DISTELL GROUP LIMITED OF ITS OWNERSHIP STRUCTURE
1. INTRODUCTION
Remgro shareholders are referred to the Distell Group Limited (“Distell”) and Capevin Holdings
Limited (“Capevin”) detailed announcements, released on the Stock Exchange News Service
(“SENS”) simultaneously with this announcement, setting out the terms of the proposed
restructuring by Distell of its ownership structure (“Proposed Transaction”).
The purpose of this announcement is to disclose the effect of the Proposed Transaction on the
Company.
2. EFFECT OF THE PROPOSED TRANSACTION TERMS ON REMGRO
In order to give effect to the Proposed Transaction, Remgro will, through a number of inter-
conditional steps, exchange its existing 50% shareholding in Remgro-Capevin Investments
Proprietary Limited (“RCI”) for additional ordinary shares in Capevin (“RCI-Related Capevin
Shares”) (“RCI Exchange”). Remgro currently holds 19.0% of the ordinary shares in issue in
Capevin pre the RCI Exchange and will, after the RCI Exchange, hold 59.5% in Capevin.
Furthermore, following the RCI Exchange, Remgro will exchange its full Capevin ordinary
shareholding for ordinary shares in a new listed entity (“New Distell Exchange”), which new
listed entity will be substantially similar to the current Distell (“New Distell”). Remgro will, in
addition, receive unlisted B shares in New Distell (“B shares”). The B shares in New Distell will
be stapled to those New Distell ordinary shares acquired by Remgro pursuant to the New Distell
Exchange in respect of the RCI-Related Capevin Shares, resulting in Remgro replicating RCI’s
current 52.8% voting rights in Distell. The unlisted B shares will only carry voting rights in New
Distell and will have no economic participation, save for the right, if repurchased, to be
repurchased at their issue price of R0.00001 per B Share and the right, upon liquidation of New
Distell, for their holders to be repaid their issue price of R0.00001 per B Share before any
liquidation payment or distribution is made to the ordinary shareholders of New Distell.
Pursuant to the Proposed Transaction, both Distell and Capevin will be delisted (“Distell
Delisting” and “Capevin Delisting”) and become wholly-owned subsidiaries of New Distell.
3. VALUE OF THE NET ASSETS AND PROFITS ATTRIBUTABLE TO THE NET ASSETS
Remgro shareholders are advised that the implementation of the Proposed Transaction will
have no impact on the Company’s intrinsic asset value or headline earnings attributable to
Distell as disclosed in the Company’s financial statements. Additionally, Remgro will retain its
economic interest in Distell post implementation of the Proposed Transaction.
As at 31 December 2016 Headline earnings (1) Intrinsic asset value (1)
Distell (30.9% interest (2)) R502m R9.782bn
(1) Based on LTM numbers as at December 2016 per the interim financial statements
(2) The Category 2 Transaction relates to 26.4% of Remgro’s holding in Distell, as held through RCI, the additional holding is held via listed shares
in Capevin that do not form part of the Category 2 Transaction
(3) As at December 2016 Remgro held 15.6% of the listed Capevin shares, subsequent to the interim results Remgro has increased its holding in
Capevin to 19.0%
4. CONDITIONS PRECEDENT TO THE PROPOSED TRANSACTION
Implementation of the Proposed Transaction is subject to fulfilment or waiver, where capable
of waiver, of the following inter-conditional conditions precedent, by no later than Monday,
2 October 2017 (1), being the expected effective date of the Proposed Transaction:
- Distell shareholder approval of the New Distell Exchange and Distell Delisting;
- Capevin shareholder approval of the RCI Exchange, the New Distell Exchange and the
Capevin Delisting;
- approval of the relevant competition authorities;
- approval of the Takeover Regulation Panel and the JSE Limited;
- registration of the prospectus to be issued by New Distell with the Companies and
Intellectual Property Commission;
- the registration of the special resolutions required to restructure New Distell’s share
capital and to adopt the New Distell memorandum of incorporation;
- waiver by the minority shareholders of Distell and Capevin of mandatory offers by
Remgro for their ordinary Distell and Capevin shares pursuant to implementation of the
RCI Exchange; and
- within the period prescribed by section 164(7) of the Companies Act, no demands, or
valid demands which in aggregate represent not more than 5% of Distell or Capevin
shares, are received by Distell or Capevin in accordance with section 115(8) of the
Companies Act.
(1) This date may change to the extent that the requisite approvals of the relevant Competition Authorities are not obtained by
Monday, 2 October 2017
5 JSE CATEGORISATION
The Proposed Transaction constitutes a Category 2 transaction in terms of paragraph 9.5(a) of the JSE
Limited Listings Requirements in respect of the Company, and accordingly no shareholder approval is
required.
Stellenbosch
22 June 2017
Financial Adviser to Remgro
Nomura International plc
Legal Adviser to Remgro
Edward Nathan Sonnenbergs Inc.
Merchant Bank and Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 22/06/2017 03:49:00 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.
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