CAPEVIN HOLDINGS LIMITED - Results of the Capevin Scheme Meeting and the Capevin General Meeting and remaining salient dates and times

Release Date: 27/10/2017 16:44
Code(s): CVH
 
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Results of the Capevin Scheme Meeting and the Capevin General Meeting and remaining salient dates and times

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”)

Results of the Capevin Scheme Meeting and the Capevin General Meeting and remaining salient dates and times of the Transaction

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the Capevin Circular,
and Incentive Plan Circular, distributed on Wednesday, 20 September 2017.

Capevin shareholders are referred to the announcement released on SENS on 22 June 2017 that sets 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 related circulars and prospectus were distributed to Capevin
Shareholders on Wednesday, 20 September 2017.

The Board of Capevin is pleased to announce that at the Capevin Scheme Meeting held today, 27 October 2017, the resolutions relating to the Transaction
were approved by the requisite majority of votes. Furthermore, the resolution set out in the Notice of the Capevin General Meeting in relation to the CSP Scheme
was approved by the requisite majority of votes. The results of each resolution are as follows:

                                                           Votes carried disclosed                                 Shares voted
                                                            as a percentage of the                               disclosed as a
                                                            total number of shares                            percentage of the       Shares abstained disclosed as a
                                                        voted at the meeting (1,2)                       eligible voting rights     percentage of the eligible voting
Resolutions                                                                                Number of            (Capevin Scheme       rights (Capevin Scheme Meeting)
                                                                                        shares voted       Meeting) (3) and the       (3) and the total voting rights
                                                              For          Against                          total voting rights         (Capevin General Meeting) (4)
                                                                                                               (Capevin General
                                                                                                                   Meeting) (4)

Capevin Scheme Meeting

Special  Resolution     Approval of issuing of shares      99.93%           0.07%        416 624 263                     58.48%                                 0.31%
Number 1                in terms of the RCI Exchange

Ordinary Resolution     Waiver by the Capevin
Number 1                Minorities of the Mandatory        99.91%           0.09%        416 628 114                     58.48%                                 0.31%

                        Offer in terms of regulation
                        86(4) of the Companies
                        Regulations

Special  Resolution     Approval of the Capevin            99.93%           0.07%        416 623 263                     58.48%                                 0.31%
Number 2                Scheme                                                                  

Special  Resolution     Revocation      of   Special
Number 3                resolution 2 if the Capevin
                        Scheme does not become             99.93%           0.07%        416 623 263                     58.48%                                 0.31%
                        unconditional and is not
                        continued

Ordinary Resolution     Directors’ authority
Number 2                                                   99.93%           0.07%        416 624 263                     58.48%                                 0.31%

Capevin General Meeting

Advisory vote           Approval of the DGHL CSP
                        Scheme                             93.59%           6.41%        548 091 522                     62.28%                                 0.25%
                        

Notes:
1.     Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" totals above.
2.     A vote "abstained" is not counted in the calculation of the votes "For" or "Against” a resolution, in accordance with clause 25.4 of Capevin’s memorandum of incorporation.
3.     The total Capevin Shares in issue and held by Capevin Minorities (eligible voting rights) as at Friday, 27 October 2017 was 712 457 909 ordinary shares of no par value.
       167 645 356 of the ordinary shares in issue held by Remgro Limited and its subsidiaries, comprising, 19% of the total ordinary shares in issue, were not eligible to
       vote. Capevin Minorities are entitled to one vote per Capevin Share held, on a poll.
4.     The Capevin Shares in issue (total voting rights) as at Friday, 27 October 2017 was 880 103 265 ordinary shares of no par value. Capevin Shareholders are entitled to
       one vote per Capevin Share held, on a poll.
5.     It is noted that the Company did not receive any notices from its shareholders in terms of section 164 of the Companies Act, objecting to the Capevin
       Scheme.



Remaining salient dates and times of the Transaction

Results of the Capevin Scheme Meeting to be published in the press                                                                                    Monday, 30 October

If applicable, Company to send notice of the passing of the special resolution approving the Capevin
Scheme, in terms of section 164(4) of the Companies Act                                                                                               Monday, 30 October
                                                                                                                                                                                
If (i) all of the resolutions relating to the RCI Exchange, the Waiver 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 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                                                 Friday, 3 November
approval for the Capevin Scheme in 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                                                  Friday, 10 November
Companies Act

Last day for Capevin Minorities who voted against the Capevin Scheme to apply to court for leave to apply                                            Friday, 10 November
for a review of the Capevin Scheme in terms of section 115(3)(b) of the Companies Act
                                                                                                                                                                    2018
Anticipated receipt of approval of the Competition Authorities on or before                                                                           Monday, 29 January

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 Register on the Capevin Record
Date                                                                                                                                                 Tuesday, 6 February

Capevin Shares expected to be suspended on the JSE trading system                                                                                  Wednesday, 7 February

DGHL Ordinary Shares under the JSE Code: DGH and ISIN: ZAE000248811 to be allocated to Capevin                                                     Wednesday, 7 February
Shareholders listed on the JSE                                                                                                                       

Capevin Shareholders can trade their entitlement to DGHL Ordinary Shares                                                                           Wednesday, 7 February

Announcement released on SENS in respect of the cash payment applicable to fractional entitlements based
on the volume weighted average price of DGHL Ordinary Shares traded on the JSE on Wednesday, 7                                                      Thursday, 8 February
February 2018, discounted by 10%
                                                                                                                                                
Last day to trade in order for Distell Shareholders to be recorded on the Distell securities register on the
Distell 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 Register
to participate in the Capevin Scheme                                                                                                                  Friday, 9 February
 
Implementation of the Capevin Scheme                                                                                                                 Monday, 12 February

Dematerialised Capevin Shareholders' CSDP or Broker accounts updated to reflect their DGHL Ordinary                                                  Monday, 12 February
Shares                                                                                                                                                     
 
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 Distell securities
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 Capevin will 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 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.



By order of the Board

                                                                                                                                                                           
Stellenbosch
27 October 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

Legal Adviser to New Distell
Edward Nathan Sonnenbergs Inc.




                                                                               

Date: 27/10/2017 04:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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