Wrap Text
Revised salient dates for the proposed restructuring of Distell’s multi-tiered ownership structure
Distell Group Limited
Incorporated in the Republic of South Africa
Registration Number: 1988/005808/06
ISIN: ZAE000028668
Share Code: DST
(“Distell" or "the Company")
Revised salient dates for the proposed restructuring of Distell’s multi-tiered ownership structure
1 Introduction
This announcement sets out the revised salient dates in relation to the proposed restructuring of Distell’s
multi-tiered ownership structure (the “Proposed Transaction”) as set out in the announcement released
on SENS on Thursday, 22 June 2017 and published in the press on Friday, 23 June 2017.
Distell’s audited results for the year-ended 30 June 2017 are due to be released on Wednesday, 30
August 2017. In order to allow for the audited results to be included in the Proposed Transaction
documentation, the posting date of such documents has been postponed to Wednesday, 20 September
2017, with the approval of the JSE and TRP. The new posting date has a consequential impact on the
timetable for the Proposed Transaction, with the revised salient dates being set out below.
2 Revised salient dates
The revised salient dates and times applicable to the Proposed Transaction are set out below:
2017
Record date to determine which Distell shareholders are entitled to
receive the Distell circular Friday, 15 September
Circular posted to Distell shareholders and notice convening the
Distell Scheme meeting released on SENS Wednesday, 20 September
Last day for Distell Minorities to make representations to the TRP in
respect of the waiver of the Mandatory Offer Requirement Thursday, 5 October
Last day to trade in order to be recorded in the register to be eligible
to attend and vote at the Distell Scheme meeting Tuesday, 17 October
Record date for Distell shareholders to be recorded in the register in
order to be eligible to attend and vote at the Distell Scheme meeting Friday, 20 October
For administrative purposes, date by which Forms of Proxy for the
Distell Scheme meeting are to be lodged, by 09h00 Wednesday, 25 October
Form of Proxy to be handed to the chairman of the Distell Scheme
meeting, at any time before the proxy exercises any rights of the Friday, 27 October
Distell shareholders at the Distell Scheme meeting on
Distell Scheme meeting to be held at 12h00, Van Ryn’s Distillery &
Brandy Cellar, Van Ryn Road, Vlottenburg, Stellenbosch, Western Friday, 27 October
Cape, 7600, on
Results of the Distell Scheme meeting released on SENS Friday, 27 October
Results of the Distell Scheme meeting to be published in the press Monday, 30 October
Company to send any dissenting shareholders notice of the passing
of the special resolution approving the Distell Scheme, in terms of Monday, 30 October
section 164(4) of the Companies Act
If (i) all of the resolutions relating to the Proposed Transaction are passed by the requisite
majority of Distell shareholders at the Distell Scheme meeting, (ii) all of the resolutions
required to give effect to the Proposed Transaction are passed by Capevin shareholders at
the Capevin Scheme meeting
Last day for Distell shareholders who voted against the Proposed
Transaction to require Distell to seek court approval for the Proposed Friday, 3 November
Transaction in terms of section 115(3)(a) of the Companies Act
Last day to send notice of adoption of special resolutions to
dissenting shareholders, in accordance with section 164 of the Friday, 10 November
Companies Act
Last day for Distell shareholders who voted against the Proposed
Transaction to apply to court for leave to apply for a review of the Friday, 10 November
Proposed Transaction in terms of section 115(3)(b) of the Companies
Act
2018
Anticipated receipt of approval of the Competition Authorities on or
before Monday, 29 January
If all conditions relating to the Proposed Transaction are fulfilled or waived (to the extent
applicable)
Receive compliance certificate from the Takeover Regulation Panel Monday, 29 January
Finalisation announcement expected to be released on SENS Monday, 29 January
Finalisation announcement expected to be published in the press Tuesday, 30 January
Last day to trade in order for Capevin shareholders to be recorded
on the register on the Capevin Record Date Tuesday, 6 February
Capevin shares expected to be suspended on JSE trading system Wednesday, 7 February
New Distell Ordinary Shares to be allocated to Capevin shareholders
listed on the JSE Wednesday, 7 February
Capevin shareholders can trade their entitlement to New Distell
Ordinary Shares Wednesday, 7 February
Last day to trade in order for Distell shareholders to be recorded on
the register on the Distell Record Date Thursday, 8 February
Distell shares expected to be suspended on JSE trading system Friday, 9 February
New Distell Ordinary Shares to be allocated to Distell shareholders
listed on the JSE Friday, 9 February
Distell shareholders can trade their entitlement to New Distell
Ordinary Shares Friday, 9 February
Expected Capevin Record Date on which Capevin shareholders
must be recorded in the register to participate in the Proposed Friday, 9 February
Transaction
Implementation of RCI Exchange, B Share Issuance Friday, 9 February
Implementation of the Capevin Scheme Monday, 12 February
Dematerialised Capevin shareholders CSDP or Broker accounts
updated to reflect their New Distell Ordinary Shares Monday, 12 February
Expected termination of the listing of Capevin shares at
commencement of trade on the JSE Tuesday, 13 February
Expected Distell Record Date on which Distell shareholders must be
recorded in the register to participate in the Proposed Transaction Tuesday, 13 February
Implementation of the B Share stapling Tuesday, 13 February
Implementation of the Distell Scheme Wednesday, 14 February
Dematerialised Distell shareholders CSDP or broker accounts
updated to reflect their New Distell Ordinary Shares Wednesday, 14 February
Expected termination of the listing of Distell shares at
commencement of trade on the JSE Thursday, 15 February
Notes:
1. All times shown above are South African local times.
2. All dates and times in respect of the Proposed Transaction are subject to change. The above dates have been
determined based on certain assumptions regarding the Proposed Transaction. The above dates will also change to
the extent that the requisite approvals of the relevant South African Competition Authorities and/or Foreign Competition
Authorities have not been obtained by Monday, 29 January 2018. If the relevant dates in respect of the Proposed
Transaction change and the dates above are impacted the changes will be released on SENS and published in the
press.
3. It should be noted that although Distell will attempt to send the required notice to Dissenting Distell Shareholders, if
any, in terms of section 164(4) of the Companies Act on Monday, 30 October 2017, the last day for sending this notice
is 10 (ten) business days after the date of the Distell Scheme Meeting.
4. Share certificates in Distell may not be dematerialised or rematerialised from Thursday, 8 February 2018.
5. Words and expressions that are used in this announcement and that are defined in the announcement released on
SENS on Thursday, 22 June 2017, shall in this announcement bear the meaning assigned to them in the announcement
released on SENS on Thursday, 22 June 2017.
By order of the Board
Stellenbosch
4 August 2017
Financial Adviser, Merchant Bank and Transaction Sponsor to Distell and New Distell
Transaction Originator and Coordinator
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Adviser to Distell
Cliffe Dekker Hofmeyr Inc.
Independent expert to the Distell Independent Board
Ernst & Young Advisory Services Proprietary Limited
Legal Adviser to New Distell
Edward Nathan Sonnenbergs Inc.
Financial Adviser and Transaction Sponsor to Capevin
PSG Capital Proprietary Limited
Legal Adviser to Capevin
Cliffe Dekker Hofmeyr Inc.
Legal Adviser to the Capevin Independent Board
Cliffe Dekker Hofmeyr Inc.
Independent expert to the Capevin Independent Board
BDO Corporate Finance Proprietary Limited
Date: 04/08/2017 01:00:00 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
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