DISTELL GROUP LIMITED - TRP ruling on the waiver of the mandatory offer requirement

TRP ruling on the waiver of the mandatory offer requirement

Distell Group Limited
Incorporated in the Republic of South Africa
Registration Number: 1988/005808/06
ISIN: ZAE000028668
Share Code: DST
("Distell" or "the Company")

TRP RULING ON THE WAIVER OF THE MANDATORY OFFER REQUIREMENT

Distell Shareholders are referred to the announcement released on the Stock Exchange News
Service ("SENS") of the JSE Limited ("JSE") on Friday, 27 October 2017 announcing the results of
the Distell Scheme Meeting in relation to the restructuring of Distell’s multi-tiered ownership structure.

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the Distell Circular and Prospectus distributed to Distell
Shareholders on Wednesday, 20 September 2017.

The results of the Distell Scheme Meeting included the approval of ordinary resolution number 1,
relating to the Waiver by the Distell Minorities of the Mandatory Offer Requirement in terms of
regulation 86(4) of the Companies Regulations.

On Friday, 3 November 2017, application was made by Remgro International to the TRP, for an
exemption from Remgro International’s obligation to make a Mandatory Offer to the Distell Minorities
and for a ruling as envisaged in the TRP’s Guideline 2/2011 ("TRP Waiver Ruling").

Distell Shareholders are advised that the TRP has granted the TRP Waiver Ruling. The reasons for
granting the TRP Waiver Ruling are available from the TRP on request by any Distell Shareholder.
Distell Shareholders are also reminded that, as advised in the Distell Circular, they may request the
Takeover Special Committee to review the TRP Waiver Ruling within five Business Days of the
publication of this announcement (i.e. by no later than Thursday, 16 November 2017).

Any such requests must be made in writing and addressed to "The Executive Director, Takeover
Regulation Panel" at any of the addresses indicated below:

 If delivered by hand or courier:        If E-mailed:                       If Faxed:
 The Executive Director                  admin@trpanel.co.za                The Executive Director
 Takeover Regulation Panel                                                  Takeover Regulation Panel
 1st Floor, Block 2, Freestone Park                                         + 27 (0) 11 784 0062
 135 Patricia Road
 Atholl
 Johannesburg
 2196

The TRP Waiver proceedings will be regarded as complete (i) after the expiry of the aforesaid five
Business Day period, if no Distell Shareholder(s) requests the Takeover Special Committee to review
the TRP Waiver Ruling or (ii) on the date that the Takeover Special Committee confirms the TRP
Waiver Ruling (which must occur by no later than Monday, 29 January 2018) if any Distell
Shareholder(s) request(s) the Takeover Special Committee to review the TRP Waiver Ruling.
Thereafter, the only two outstanding Conditions Precedent are (i) the various Competition Authorities
approval and (ii) the issue by the TRP of a compliance certificate, which are currently expected at the
end of January 2018.

Assuming that the TRP Waiver proceedings are complete after the expiry of the aforesaid five
business day period, it is expected that the receipt of the finalisation announcement following
fulfilment of the last Condition Precedent will trigger implementation of the Transaction at the
beginning of February 2018, as envisaged in the timetables communicated to Distell Shareholders
previously. If the relevant dates in respect of the Transaction change and the dates as previously
communicated are impacted, the changes will be released on SENS and published in the press.



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By order of the Board

Stellenbosch
Thursday, 9 November 2017

Financial Adviser, Merchant Bank and Transaction 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 and Remgro International
Edward Nathan Sonnenbergs Inc.




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Date: 09/11/2017 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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