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Posting of Transaction Documents and Incentive Plan Circular, and notices of Scheme Meeting and General Meeting
Distell Group Limited
Incorporated in the Republic of South Africa
Registration Number: 1988/005808/06
ISIN: ZAE000028668
Share Code: DST
(“Distell" or "the Company")
Posting of Transaction Documents and the Distell Incentive Plan Circular, and notices of the
Distell Scheme Meeting and the Distell 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 (“June
Announcement”).
1 Introduction
Distell shareholders are referred to the June Announcement, that sets out 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 Distell
Group Holdings Limited (“New Distell” or “DGHL”) is a party, and pursuant to which an aggregate
of 222 382 356 DGHL 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 DGHL to Remgro;
- a waiver by the Distell Minorities of the Mandatory Offer Requirement pursuant to the RCI
Exchange;
- the listing of all DGHL ordinary shares on the JSE; and
- the subsequent delisting of the Distell shares from the JSE.
The Transaction has the support of the PIC, and Coronation, as detailed in the Transaction Documents.
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 opinion, which is included in the Distell Scheme
circular, the independent expert is of the opinion that the Distell Scheme, including the waiver of the
Mandatory Offer Requirement, is fair and reasonable to Distell shareholders.
2 Posting of Transaction Documents
Distell shareholders are advised that the Distell Scheme circular, accompanied by the prospectus
issued by DGHL (collectively, the “Transaction Documents”) have been posted to Distell shareholders
on Wednesday, 20 September 2017. The Transaction Documents are also available on Distell’s
website: https://www.distell.co.za/investor-centre/.
To obtain a thorough understanding of the restructure of Distell’s multi-tiered ownership structure, Distell
shareholders are advised to refer to the full terms and conditions pertaining thereto, as set out in the
Transaction Documents.
3 Distell Scheme Meeting
The shareholders meeting to consider, inter alia, the Distell Scheme (“Distell Scheme Meeting”) is to
be held at 12h00 on Friday, 27 October 2017, at Van Ryn’s Distillery & Brandy Cellar, Van Ryn Road,
Vlottenburg, Stellenbosch, 7600, in order to consider and, if deemed fit, pass the special and ordinary
resolutions necessary to give effect to the waiver of the Mandatory Offer Requirement and the Distell
Scheme, which will result in the Distell Delisting.
The salient dates and times in relation to the Transaction are as follows:
2017
Record date to determine which Distell shareholders are entitled to
receive the Distell Scheme circular Friday, 15 September
Circular and notice convening the Distell Scheme Meeting posted to
Distell shareholders 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 in order to be
eligible to attend and vote at the Distell Scheme Meeting Tuesday, 17 October
Voting record date for Distell shareholders to be recorded in the
register in order to be eligible to attend and vote at the Distell Scheme Friday, 20 October
Meeting
For administrative purposes, date by which Forms of Proxy for the
Distell Scheme Meeting are requested to be lodged, by 12h00 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 Minorities at the Distell Scheme Meeting
Last date and time for Distell shareholders to give notice to Distell
objecting to the Distell Scheme in terms of section 164 of the Friday, 27 October
Companies Act by 12h00
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
Results of the Distell Scheme Meeting released on SENS Friday, 27 October
Results of the Distell Scheme Meeting published in the press Monday, 30 October
Company to send notice of the passing of the special resolution
approving the Distell Scheme, in terms of section 164(4) of the Monday, 30 October
Companies Act
If (i) all of the resolutions relating to the Distell Scheme and the waiver of the Mandatory
Offer Requirement are passed by the requisite majority of Distell Minorities at the Distell
Scheme Meeting, and (ii) all of the resolutions required to give effect to the RCI Exchange,
the waiver of the Mandatory Offer and the Capevin Scheme are passed by Capevin Minorities
at the Capevin Scheme meeting
2017
Last day for Distell Minorities who voted against the Distell Scheme
to require Distell to seek court approval for the Distell Scheme in Friday, 3 November
terms of section 115(3)(a) of the Companies Act
Last day to send notice of adoption of special resolutions in
accordance with section 164(4) of the Companies Act Friday, 10 November
Last day for Distell Minorities who voted against the Distell Scheme
to apply to court for leave to apply for a review of the Distell Scheme Friday, 10 November
in terms of section 115(3)(b) of the Companies Act
2018
Anticipated receipt of approval of the South African Competition
Authorities on or before Monday, 29 January
Receive compliance certificate from the TRP Monday, 29 January
If all Conditions Precedent relating to the Distell Scheme are fulfilled or waived (to the
extent applicable)
Finalisation announcement expected to be released on SENS Monday, 29 January
Implementation of 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 record date Tuesday, 6 February
Capevin shares expected to be suspended on the JSE trading
system Wednesday, 7 February
DGHL ordinary shares to be allocated to Capevin shareholders listed
on the JSE Wednesday, 7 February
Capevin shareholders can trade their entitlement to DGHL ordinary
shares Wednesday, 7 February
Last day to trade in order for Distell shareholders to be recorded on
the register on the record date Thursday, 8 February
Distell shares expected to be suspended on the JSE trading system Friday, 9 February
DGHL ordinary shares to be allocated to Distell shareholders listed
on the JSE Friday, 9 February
Distell shareholders can trade their entitlement to DGHL ordinary
shares Friday, 9 February
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
Capevin shareholders’ CSDP or broker accounts updated to reflect
their DGHL 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 Distell Scheme Tuesday, 13 February
Implementation of the Distell Scheme Wednesday, 14 February
Distell shareholders’ CSDP or broker accounts updated to reflect
their DGHL 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 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 Distell 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 Distell Scheme Meeting.
4. Share certificates in respect of Distell shares may not be dematerialised or rematerialised from Thursday, 8 February
2018.
4 Posting of Distell Incentive Plan Circular and Distell General Meeting
Distell shareholders are advised that a second circular, relating to the proposed conditional share plan
scheme (“CSP Scheme”), has also been posted to shareholders on Wednesday, 20 September 2017
(“Distell Incentive Plan Circular”). The Incentive Plan Circular gives details regarding the CSP Scheme
that shall be applicable in respect of:
i. DGHL, if the Distell Scheme and the Capevin Scheme become operative and the
required advisory votes are adopted by Distell shareholders and Capevin shareholders;
and
ii. Distell, if the required ordinary resolution (requiring a 75% majority vote) is passed by
Distell shareholders, which scheme will terminate if the Distell Scheme and the Capevin
Scheme become operative.
Distell shareholders should note that the Transaction and the CSP Scheme are not inter-conditional.
This means that the Transaction can become operative (if supported by the required votes) even if the
CSP Scheme does not receive the required support, and vice versa.
The general meeting of Distell shareholders to consider the CSP Scheme will be held at 12h30, or as
soon as possible thereafter once the Distell Scheme Meeting concludes, on Friday, 27 October 2017
(“Distell General Meeting”), at Van Ryn’s Distillery & Brandy Cellar, Van Ryn Road, Vlottenburg,
Stellenbosch, 7600 to pass the ordinary resolutions/advisory vote set out in the Distell Incentive Plan
Circular.
To obtain a thorough understanding of the CSP Scheme, Distell shareholders are advised to refer to
the full terms and conditions pertaining thereto, as set out in the Distell Incentive Plan Circular.
The salient dates and times in relation to the Distell General Meeting are as follows:
2017
Record date to determine which Distell shareholders are entitled to
receive the Distell Incentive Plan Circular Friday, 15 September
Distell Incentive Plan Circular and notice convening the Distell
General Meeting posted to Distell shareholders Wednesday, 20 September
Last day to trade in order to be recorded in the register in order to be
eligible to attend and vote at the Distell General Meeting Tuesday, 17 October
Voting record date for Distell shareholders to be recorded in the
register in order to be eligible to attend and vote at the Distell General Friday, 20 October
Meeting
For administrative purposes, date by which Forms of Proxy for the
Distell General Meeting are requested to be lodged, by 12h30 Wednesday, 25 October
Form of Proxy to be handed to the chairman of the Distell General
Meeting, at any time before the proxy exercises any rights of the Friday, 27 October
Distell shareholder at the Distell General Meeting
Distell General Meeting to be held at 12h30, or as soon as possible
thereafter once the Distell Scheme Meeting concludes, at Van Ryn’s Friday, 27 October
Distillery & Brandy Cellar, Van Ryn Road, Vlottenburg, Stellenbosch,
Western Cape, 7600
Results of the Distell 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 Distell 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 Distell General Meeting is adjourned or postponed, Forms of Proxy submitted for the Distell General Meeting will
remain valid in respect of any adjournment or postponement of the Distell General Meeting.
By order of the Board
Stellenbosch
20 September 2017
Financial Adviser, Merchant Bank and JSE Sponsor to Distell and DGHL
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 DGHL
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
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,
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