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Posting of Transaction Documents and the Capevin Incentive Plan Circular and notices of the Capevin Scheme meeting a
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”)
Posting of Transaction Documents and the Capevin Incentive Plan Circular and notices of the
Capevin Scheme meeting and the Capevin General meeting
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the announcement released on SENS on 22 June 2017.
1 Introduction
Capevin shareholders are referred to the announcement released on SENS on 22 June 2017, that set
out the proposed restructuring by Capevin of its interests in Distell, as part of the proposed restructuring
of Distell’s multi-tiered ownership structure (the “Transaction”) as well as the announcement released
on SENS on 4 August 2017 updating the salient dates and times of the Transaction.
The restructuring of Distell’s multi-tiered ownership structure involves:
• a restructuring of Distell through inter alia schemes of arrangement between Distell and the Distell
Minorities, and Capevin and the Capevin shareholders, respectively, in each case to which New
Distell is a party, and pursuant to which an aggregate 222 382 356 New Distell ordinary shares will
be issued to the Distell Minorities and Capevin shareholders in exchange for their shares in Distell
and Capevin respectively;
• the issue of 124 226 613 B Shares in New Distell to Remgro;
• a waiver by the Capevin Minorities of the Mandatory Offer Requirement pursuant to the RCI
Exchange;
• the listing of all New Distell ordinary shares on the JSE; and
• the subsequent delisting of the Capevin shares from the JSE.
The Transaction has the support of Capevin’s two largest disinterested shareholders being the PIC and
Coronation, as detailed in the Transaction Documents (as such term is defined below). Remgro is also
supportive of the Transaction, but will not be entitled to vote on the Transaction.
Based on the results of the procedures performed by the independent expert, detailed valuation work
and other considerations as set out in the fairness opinions contained in the Capevin Scheme circular,
the independent expert is of the opinion that the Capevin Scheme, including the waiver of the Mandatory
Offer Requirement, is fair and reasonable to Capevin shareholders.
2 Posting of Transaction Documents
Capevin shareholders are advised that the Capevin Scheme circular accompanied by the prospectus
issued by New Distell (collectively, the “Transaction Documents”) has been posted to Capevin
shareholders today, 20 September 2017. The Transaction Documents are also available on Capevin’s
website: http://capevin.com/capevin-holdings-investor-center/
To obtain a thorough understanding of the proposed restructure of Distell’s multi-tiered ownership
structure, Capevin shareholders are advised to refer to the full terms and conditions pertaining thereto,
as set out in the Transaction Documents.
3 Capevin Scheme meeting
The Capevin Scheme meeting is to be held at 09h00 on Friday, 27 October 2017, at the Burgher House,
corner of Alexander and Blom Streets, Stellenbosch, 7600, in order to consider and, if deemed fit, pass
the special and ordinary resolutions of Capevin necessary to give effect to the RCI Exchange, the waiver
of the Mandatory Offer Requirement and the Capevin Scheme, which will result in the Capevin Delisting.
4 The salient dates and times in relation to the Transaction are as follow:
2017
Record date to determine which Capevin shareholders are entitled to
receive the Capevin Scheme circular Friday, 15 September
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 be Tuesday, 17 October
eligible to attend and vote at the Capevin Scheme meeting
Voting record date for Capevin shareholders to be recorded in the
Capevin securities register in order to be eligible to attend and vote Friday, 20 October
at the Capevin Scheme meeting
For administrative purposes, date by which Forms of Proxy for the Wednesday, 25 October
Capevin Scheme meeting are requested 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 Minorities at the Capevin Scheme meeting
Last date and time for Capevin shareholders to give notice to
Capevin objecting to the Capevin Scheme in terms of section 164 of Friday, 27 October
the Companies Act by 09h00
Capevin Scheme meeting to be held at 09h00, at the Burgher House, Friday, 27 October
corner of Alexander and Blom Streets, Stellenbosch, 7600
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 notice of the passing of the special resolution
approving the Capevin Scheme, in terms of section 164(4) of the Monday, 30 October
Companies Act
If (i) all of the resolutions relating to the RCI Exchange, the waiver of the Mandatory Offer
Requirement and the Capevin Scheme are passed by the requisite majority of Capevin
Minorities at the Capevin Scheme meeting, and (ii) all of the resolutions relating to the
waiver of the Mandatory Offer and the Distell Scheme are passed by Distell Minorities at the
Distell Scheme meeting
Last day for Capevin Minorities who voted against the Capevin
Scheme to require Capevin to seek court approval for the Capevin Friday, 3 November
Scheme in terms of section 115(3)(a) of the Companies Act
Last day to send notice of adoption of special resolutions in Friday, 10 November
accordance with section 164(4) of the Companies Act
Last day for Capevin Minorities who voted against the Capevin
Scheme to apply to court for leave to apply for a review of the Friday, 10 November
Capevin Scheme 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
Receive compliance certificate from the TRP Monday, 29 January
If all Conditions Precedent relating to the Capevin Scheme are fulfilled or waived (to the
extent applicable)
Finalisation announcement expected to be released on SENS Monday, 29 January
Implementation of the RCI Exchange and B Share Issuance 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 Capevin securities register on the Capevin Scheme record Tuesday, 6 February
date
Capevin shares expected to be suspended on the JSE trading Wednesday, 7 February
system
New Distell ordinary shares under the JSE Code: DGH and ISIN:
ZAE000248811 to be allocated to Capevin shareholders listed on the Wednesday, 7 February
JSE
Capevin shareholders can trade their entitlement to New Distell Wednesday, 7 February
ordinary shares
Announcement released on SENS in respect of the cash payment
applicable to fractional entitlements based on the volume weighted Thursday, 8 February
average price of New Distell ordinary shares traded on the JSE on
Wednesday, 7 February 2018, discounted by 10%
Last day to trade in order for Distell shareholders to be recorded on Thursday, 8 February
the Distell securities register on the Distell Scheme record date
Distell shares expected to be suspended on the 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 Capevin securities register to participate in the Friday, 9 February
Capevin Scheme
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 Distell securities register to participate in the Distell Tuesday, 13 February
Scheme
Implementation of the Distell Scheme Wednesday, 14 February
Distell shareholders' CSDP or Broker accounts updated to reflect Wednesday, 14 February
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 Transaction are subject to change. The above dates have been determined based
on certain assumptions regarding the 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 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 send the required notice to dissenting 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 business
days after the date of the Capevin Scheme meeting.
4. Share certificates in respect of Capevin shares may not be dematerialised or rematerialised from Wednesday,7
February 2018.
5 Posting of Capevin Incentive Plan Circular and Capevin General meeting
Capevin shareholders are advised that along with the Transaction Documents, an incentive plan circular
has been posted today, 20 September 2017 (“Capevin Incentive Plan Circular”) regarding a conditional
share plan scheme, namely (the “CSP Scheme”) that shall be applicable in respect of New Distell, if the
Distell Scheme and the Capevin Scheme become operative and the required advisory votes are
adopted by Distell shareholders and Capevin shareholders.
Capevin shareholders are alerted to the fact that the Transaction and the CSP Scheme are not inter-
conditional, i.e. the Transaction can become operative even if the CSP Scheme is voted down.
The general meeting of Capevin shareholders relating to the CSP Scheme will be held at 09h30, or as
soon as possible thereafter once the Capevin Scheme meeting concludes, on Friday, 27 October 2017
(“Capevin General meeting”), at the Burgher House, corner of Alexander and Blom Streets,
Stellenbosch, 7600 to pass the ordinary resolutions/advisory vote set out in the Capevin Incentive Plan
Circular.
To obtain a thorough understanding of the CSP Scheme, Capevin shareholders are advised to refer to
the full terms and conditions pertaining thereto, as set out in the Capevin Incentive Plan Circular.The
Capevin Incentive Plan Circular is available on Capevin’s website: http://capevin.com/capevin-holdings-
investor-center/
The salient dates and times in relation to the Capevin General meeting are as follow:
2017
Record date to determine which Capevin shareholders are entitled to Friday, 15 September
receive the Capevin Incentive Plan Circular
Capevin Incentive Plan Circular and notice convening the Capevin Wednesday, 20 September
General meeting posted to Capevin shareholders
Last day to trade in order to be recorded in the register in order to be Tuesday, 17 October
eligible to attend and vote at the Capevin General meeting
Voting record date for Capevin shareholders to be recorded in the
register in order to be eligible to attend and vote at the Capevin Friday, 20 October
General meeting
For administrative purposes, date by which Forms of Proxy for the Wednesday, 25 October
Capevin General meeting are requested to be lodged, by 09h30
Form of Proxy to be handed to the chairman of the Capevin General
meeting, at any time before the proxy exercises any rights of the Friday, 27 October
Capevin shareholder at the Capevin General meeting
Capevin General meeting to be held at 09h30, or as soon as possible
thereafter once the Capevin Scheme meeting concludes, at the Friday, 27 October
Burgher House, corner of Alexander and Blom Streets, Stellenbosch,
7600
Results of the Capevin General meeting released on SENS Friday, 27 October
Notes:
1. All times shown above are South African local times.
2. All dates and times in respect of the Capevin Incentive Plan Circular are subject to change. If the relevant dates are
impacted, the changes will be released on SENS and published in the press.
3. If the Capevin General meeting is adjourned or postponed, Forms of Proxy submitted for the Capevin General meeting
will remain valid in respect of any adjournment or postponement of the Capevin General meeting.
By order of the Board
Stellenbosch
20 September 2017
Financial Adviser and Transaction Sponsor to Capevin
PSG Capital Proprietary Limited
Legal Adviser to Capevin
Cliffe Dekker Hofmeyr Inc.
Independent expert to the Capevin Independent Board
BDO
Financial Adviser, Merchant Bank, and JSE 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
5
Legal Adviser to New Distell
Edward Nathan Sonnenbergs Inc.
6
Date: 20/09/2017 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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