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CAPEVIN HOLDINGS LIMITED - Posting of Transaction Documents and the Capevin Incentive Plan Circular and notices of the Capevin Scheme meeting a

Release Date: 20/09/2017 17:00
Code(s): CVH     PDF:  
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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.




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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'). 
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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