Wrap Text
Revised Salient Dates For The Proposed Restructuring By Capevin Of Its Interests In Distell Group Limited
Capevin Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1997/020857/06
Share code: CVH
ISIN code: ZAE000167714
(“Capevin” or the “Company”)
Revised salient dates for the proposed restructuring by Capevin of its interests in Distell Group
Limited (“Distell”), as part of 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 by
Capevin of its interests in Distell, as part of 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 and Capevin’s audited results for the year-ended 30 June 2017 are due to be released on
Wednesday, 13 September 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 Capevin shareholders are entitled Friday, 15 September
to receive the Capevin circular
Circular posted to Capevin shareholders and notice convening the Wednesday, 20 September
Capevin Scheme meeting released on SENS
Last day for Capevin Minorities to make representations to the TRP Thursday, 5 October
in respect of the waiver of the Mandatory Offer Requirement
Last day to trade in order to be recorded in the register in order to Tuesday, 17 October
be eligible to attend and vote at the Capevin Scheme meeting
Record date for Capevin shareholders to be recorded in the register
in order to be eligible to attend and vote at the Capevin Scheme Friday, 20 October
meeting
For administrative purposes, date by which Forms of Proxy for the Wednesday, 25 October
Capevin Scheme meeting are to be lodged, by 09h00
Form of Proxy to be handed to the chairman of the Capevin Scheme
meeting, at any time before the proxy exercises any rights of the Friday, 27 October
Capevin shareholders at the Capevin Scheme meeting on
Capevin Scheme meeting to be held at 09h00, at the Burgher
House, corner of Alexander and Blom Streets, Stellenbosch, 7600, Friday, 27 October
on
Results of the Capevin Scheme meeting released on SENS Friday, 27 October
Results of the Capevin 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 Capevin 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 Capevin shareholders at the Capevin Scheme meeting, (ii) all of the resolutions
required to give effect to the Proposed Transaction are passed by Distell shareholders at
the Distell Scheme meeting
Last day for Capevin shareholders who voted against the Proposed
Transaction to require Capevin to seek court approval for the
Friday, 3 November
Proposed 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 Capevin 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 Monday, 29 January
before
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
Tuesday, 6 February
on the register on the Capevin Record Date
Capevin shares expected to be suspended on JSE trading system Wednesday, 7 February
New Distell Ordinary Shares to be allocated to Capevin Wednesday, 7 February
shareholders listed on the JSE
Capevin shareholders can trade their entitlement to New Distell Wednesday, 7 February
Ordinary Shares
Last day to trade in order for Distell shareholders to be recorded on Thursday, 8 February
the register on the Distell Record Date
Distell shares expected to be suspended on JSE trading system Friday, 9 February
New Distell Ordinary Shares to be allocated to Distell shareholders Friday, 9 February
listed on the JSE
Distell shareholders can trade their entitlement to New Distell Friday, 9 February
Ordinary Shares
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
Monday, 12 February
updated to reflect their New Distell Ordinary Shares
Expected termination of the listing of Capevin shares at
Tuesday, 13 February
commencement of trade on the JSE
Expected Distell Record Date on which Distell shareholders must
be recorded in the register to participate in the Proposed Tuesday, 13 February
Transaction
Implementation of the B Share stapling Tuesday, 13 February
Implementation of the Distell Scheme Wednesday, 14 February
Dematerialised Distell shareholders CSDP or broker accounts
Wednesday, 14 February
updated to reflect their New Distell Ordinary Shares
Expected termination of the listing of Distell shares at Thursday, 15 February
commencement of trade on the JSE
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 Capevin will attempt to send the required notice to Dissenting Capevin 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 Capevin Scheme Meeting.
4. Share certificates in Capevin may not be dematerialised or rematerialised from Wednesday, 7 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 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
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 New Distell
Edward Nathan Sonnenbergs Inc.
Legal Adviser to Distell
Cliffe Dekker Hofmeyr Inc.
Independent expert to the Distell Independent Board
Ernst & Young
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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