Wrap Text
Distell / Capevin - Combined finalisation announcement in respect of the transaction
Distell Group Limited Capevin Holdings Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration Number: 1988/005808/06 Registration number: 1997/020857/06
ISIN: ZAE000028668 ISIN code: ZAE000167714
Share code: DST Share code: CVH
(“Distell”) (“Capevin”)
COMBINED FINALISATION ANNOUNCEMENT IN RESPECT OF THE TRANSACTION
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the Distell Group Holdings Limited Prospectus, the Distell Circular and the Capevin
Circular distributed on Wednesday, 20 September 2017.
Distell Shareholders and Capevin Shareholders are referred to the joint SENS announcement released on
Wednesday, 4 April 2018, in relation to the extension of the date for the fulfilment or waiver of the outstanding
Conditions Precedent to the Transaction.
Distell and Capevin are pleased to announce that all the Conditions Precedent, as detailed in the Circulars and
the Prospectus, have been fulfilled or waived, to the extent applicable.
Distell Shareholders and Capevin Shareholders are advised of the following important dates in respect of the
implementation of the Transaction:
2018
Implementation of the RCI Exchange and B Share Issuance Monday, 21 May
Last day to trade (in respect of Capevin) in order for Capevin Shareholders Tuesday, 29 May
to be recorded on Capevin's securities register on the Capevin Record Date
Capevin Shares expected to be suspended on the JSE trading system Wednesday, 30 May
DGHL Ordinary Shares under the JSE Code: DGH and ISIN: Wednesday, 30 May
ZAE000248811 to be issued to Capevin Shareholders listed on the JSE
Capevin Shareholders can trade their entitlement to DGHL Ordinary Shares Wednesday, 30 May
Announcement released on SENS in respect of the cash payment
applicable to fractional entitlements based on the volume weighted average Thursday, 31 May
price of DGHL Ordinary Shares traded on the JSE on Wednesday, 30 May
2018, discounted by 10%
Last day to trade (in respect of Distell) in order for Distell Shareholders to Thursday, 31 May
be recorded on Distell's securities register on the Distell Record Date
Distell Shares expected to be suspended on the JSE trading system Friday, 1 June
DGHL Ordinary Shares under the JSE Code: DGH and ISIN: Friday, 1 June
ZAE000248811 to be issued to Distell Shareholders listed on the JSE
Distell Shareholders can trade their entitlement to DGHL Ordinary Shares Friday, 1 June
Expected Capevin Record Date on which Capevin Shareholders must be
recorded in the Capevin securities register to participate in the Capevin Friday, 1 June
Scheme
Implementation of the Capevin Scheme Monday, 4 June
Dematerialised Capevin Shareholders' CSDP or Broker accounts updated Monday, 4 June
to reflect their DGHL Ordinary Shares
Expected termination of the listing of Capevin Shares at commencement of
trade on the JSE Tuesday, 5 June
Expected Distell Record Date on which Distell Shareholders must be Tuesday, 5 June
recorded in Distell's securities register to participate in the Distell Scheme
Implementation of the Distell Scheme Wednesday, 6 June
Dematerialised Distell Shareholders’ CSDP or Broker accounts updated to Wednesday, 6 June
reflect their DGHL Ordinary Shares
Expected termination of the listing of Distell Shares at commencement of Thursday, 7 June
trade on the JSE
Notes:
1. All times shown above are South African local times.
2. Capevin Shares may not be dematerialised or rematerialised after Tuesday, 29 May 2018 and Distell Shares may not be dematerialised or
rematerialised after Thursday, 31 May 2018.
3. Please have regard to the Distell Circular and the Capevin Circular for further detail regarding the surrender of your Distell Shares and/or Capevin
Shares, as may be appropriate.
Issue and allotment of DGHL Ordinary Shares
Each participant in the Distell Scheme will be issued and allotted 1 DGHL Ordinary Share for every 1 Distell
Share held.
Each participant in the Capevin Scheme will be issued and allotted 0.066667 (see Note 1 below) DGHL Ordinary
Share for every 1 Capevin Share held.
In respect of any fractional entitlements that may arise as a result of the above issue and allotment, all allocations
of DGHL Ordinary Shares will be rounded down to the nearest whole number. This will result in allocations of
whole DGHL Ordinary Shares only, with a cash payment for the fractional entitlements to be paid out to Capevin
Shareholders.
In accordance with the Listings Requirements of the JSE, the cash value of the fractional entitlements will be
calculated as the volume weighted average price of DGHL Ordinary Shares traded on the JSE on Wednesday,
30 May 2018, less a discount of 10%.
Note 1: In order for exactly 117 348 000 DGHL Ordinary Shares to be issued, as is required in terms of the
Capevin Scheme, the entitlement ratio had to be rounded to 6 decimal places, which rounding has been
authorised by the JSE.
Foreign Shareholders
The distribution of DGHL Ordinary Shares to Foreign Distell Shareholders and Foreign Capevin Shareholders
(“Foreign Shareholders”), in terms of the Schemes, may be affected by the laws of such Foreign Shareholders’
relevant jurisdiction. Those Foreign Shareholders should consult their professional advisers as to whether they
require any governmental or other consents or need to observe any other formalities to enable them to take up
their entitlements.
It is the responsibility of any Foreign Shareholder (including, without limitation, nominees, agents and trustees
for such persons) wishing to take up their entitlement to DGHL Ordinary Shares to satisfy themselves as to full
observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or
other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in
such territories. Foreign Shareholders are obliged to observe the applicable legal requirements of their relevant
jurisdictions.
An Excluded Foreign Distell Shareholder or an Excluded Foreign Capevin Shareholder (collectively “Excluded
Foreign Shareholders”) includes any Foreign Shareholder who is unable to receive any of the DGHL Ordinary
Shares to be issued and allotted to them because of the laws of the jurisdiction of that shareholder, or any Foreign
Shareholder that Distell or Capevin is not permitted to issue and allot any of the DGHL Ordinary Shares to
because of the laws of the jurisdiction of that Foreign Distell Shareholder or Foreign Capevin Shareholder. The
DGHL Ordinary Shares to which Excluded Foreign Shareholders would be entitled in terms of the Schemes may
be aggregated and disposed of on the JSE by the Transfer Secretaries on behalf of and for the benefit of Excluded
Foreign Shareholders as soon as is reasonably practical after the implementation of the Schemes. It is the
responsibility of Excluded Foreign Shareholders to notify the Transfer Secretaries by no later than Thursday, 31
May 2018, in respect of the Capevin Scheme, or Monday, 4 June 2018, in respect of the Distell Scheme, that
they are Excluded Foreign Shareholders.
Excluded Foreign Shareholders will, in respect of their entitlement to the DGHL Ordinary Shares, receive the
average consideration per DGHL Ordinary Share (net of transaction and currency conversion costs) received by
the Transfer Secretaries pursuant to the sale process as set out in the preceding paragraph. The average
consideration per DGHL Ordinary Share due to each Excluded Foreign Shareholder will only be paid once all
such DGHL Ordinary Shares have been disposed of.
United States shareholders wishing to take up their entitlement to DGHL Ordinary Shares
Distell Shareholders and Capevin Shareholders in the United States of America (“US”) or US persons as defined
in Regulation S under the US Securities Act of 1933 wishing to receive DGHL Ordinary Shares must be qualified
institutional buyers (QIBs) as defined in Rule 144A under the Securities Act and also qualified purchasers (QPs)
within the meaning of Section 2(a)(51)(A) of the US Investment Company Act of 1940 and must complete and
return the Investor Letter by no later than Thursday, 31 May, in respect of the Capevin Scheme, or Monday, 4
June, in respect of the Distell Scheme,in order to confirm the aforementioned. . The Investor Letters are attached
as Annexure 1 (Distell Shareholders) and Annexure 2 (Capevin Shareholders) to this Announcement and are
additionally available on the Distell and Capevin websites, respectively: www.distell.co.za/investor-centre and
www.capevin.com.
By order of the Distell Board and Capevin Board
Stellenbosch
Monday, 14 May 2018
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 DGHL
Edward Nathan Sonnenbergs Inc.
Legal Adviser to Distell
Cliffe Dekker Hofmeyr Inc.
Independent expert to the Distell Independent Board
Ernst & Young
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 Corporate Finance Proprietary Limited
ANNEXURE 1: Distell Scheme
INVESTOR LETTER TO BE COMPLETED BY
UNITED STATES INVESTORS
Shareholder’s CSDP: ____________________
CSDP address: __________________________
________________________________________ Date:
________________________________________ ___________________
Shareholder wishing to take up their entitlement to DGHL Ordinary Shares (“the DGHL Ordinary Shares”)
Unless otherwise indicated, capitalised words and terms contained in this letter shall bear the same meanings
ascribed thereto in the Distell Group Holdings Limited Prospectus, the Distell Circular and the Capevin Circular
distributed on Wednesday, 20 September 2017.
We are delivering this letter to you in connection with o u r wish to take up our entitlement to the DGHL
Ordinary Shares in terms of the Transaction. For the purposes of this letter, the term “Associate” means
in relation to a person, each of their affiliates, controlling entities, subsidiaries, holding companies,
subsidiaries of holding companies, branches and associates (as defined by applicable laws and
regulations).
In consideration for our being allocated the D G H L Ordinary Shares in r e s p e c t o f the Transaction,
we hereby acknowledge, undertake, represent, warrant, confirm and agree (as the case may be) as
follows:
1. In making any decision to receive the DGHL Ordinary Shares, we confirm that we have such
knowledge and experience in financial, business and international investment matters as is
required to evaluate the merits and risks of receiving the DGHL Ordinary Shares. We are
experienced in investing in securities of this nature, are familiar with the markets in which DGHL
operates and we are aware that we may be required to bear, and are able to bear, the economic
risk of, and are able to sustain a complete loss in connection with, the D G H L Ordinary Shares.
We have relied on our own independent examination and due diligence of DGHL and the terms
the Transaction, including the merits and risks involved.
2. We have: (a) made our own assessment and satisfied ourselves concerning legal, regulatory,
tax, business and financial considerations in connection herewith to the extent we deem
necessary; (b) had access to review publicly available information concerning DGHL on the
website at www.distell.co.za, as well as the information provided in the Circulars and Prospectus
as distributed to ourselves that we consider necessary or appropriate and sufficient in making
a decision; (c) reviewed such information as we believe is necessary or appropriate in
connection with our wish to take up our entitlement; and (d) made our investment decision based
solely upon our own judgement, due diligence and analysis.
3. We acknowledge and agree that the receipt of our entitlement of the DGHL Ordinary Shares
in terms of the Transaction does NOT constitute the purchase or sale of a security listed on
a United States securities exchange.
4. With respect to the receipt of our entitlement of the DGHL Ordinary Shares in terms of the
Transaction, we acknowledge, undertake, represent, warrant, confirm and agree (as the case
may be): (1) that we are a “qualified institutional buyer” (“QIB”) within the meaning of Rule 144A
under the United States Securities Act of 1933 (the “Securities Act”) and also a “qualified
purchaser” (“QP”) within the meaning of Section 2(a)(51)(A) of the United States Investment
Company Act of 1940, receiving our entitlement of the DGHL Ordinary Shares in terms of the
Transaction for our own account or for the account of one or more QIBs that are also QPs, with
respect to whom we have the authority to make, and do make, the representations, warranties
and agreements in this letter; (2) that the receipt of our entitlement of the DGHL Ordinary Shares
in terms of the Transaction have not been, and will not be, registered under the Securities Act
or with any State or other jurisdiction of the United States and that we are aware, and each
beneficial owner of the D G H L Ordinary Shares has been advised, that the D G H L Ordinary
Shares are being offered to us in accordance with the exemption from registration under the
Securities Act for transactions not involving a public offering of securities in the United States;
(3) that the DGHL Ordinary Shares may not and will not be reoffered, resold, pledged or otherwise
transferred by us except outside the United States in an offshore transaction pursuant to Rule
903 or Rule 904 of Regulation S promulgated under the Securities Act (“Regulation S”). We
understand that, on any proposed resale of the D G H L O r d i n a r y S hares, we and each
subsequent holder will be required to deliver to the transferee of the shares a notice substantially
to the foregoing effect.
5. We understand that no action has been or will be taken by Distell, DGHL, or any person acting
on behalf of Distell or DGHL, that would, or is intended to, permit a public offer of the D G H L
Ordinary Shares in any country or jurisdiction where any such action for that purpose is required.
6. We are entitled to receive our entitlement of the DGHL Ordinary Shares in accordance with the
Transaction under the laws of all relevant jurisdictions which apply to us, including any State
securities laws in the United States. Our receipt of our entitlement of the DGHL Ordinary Shares
in accordance with the Transaction will be in compliance with applicable laws and regulations in
the jurisdiction of our residence, the residence of Distell, DGHL, and otherwise.
7. We understand that there may be certain consequences under United States and other tax laws
resulting from the receipt of our entitlement of DGHL Ordinary Shares in accordance with the
Transaction and will make such investigation and consult such tax and other advisers with respect
thereto, as we deem appropriate. We will satisfy ourselves concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign tax laws on receipt
of our entitlement of the DGHL Ordinary Shares in accordance with the Transaction.
8. We understand and acknowledge that Distell, DGHL and others will rely upon the truth and accuracy
of the representations, warranties and acknowledgements set forth herein and agree that if any of the
representations, warranties and acknowledgements are no longer accurate, we will promptly notify
Distell. We irrevocably authorise Distell and DGHL to produce this letter or a copy hereof, pursuant to,
in connection with, or as may be required by any applicable law or regulation, administrative or legal
proceeding, dispute or official inquiry with respect to the matters set forth herein.
9. We acknowledge that Distell is required to publish business, financial and other information in
accordance with the rules, regulations and practices applicable to companies listed on the
Johannesburg Stock Exchange (the “Exchange Information”), which we have been able to access
without undue difficulty, and we have obtained or accessed and reviewed the Exchange Information.
We understand that the financial information relating to Distell has been prepared in accordance with
International Financial Reporting Standards, and thus may not be comparable to financial statements
of United States companies prepared in accordance with United States generally accepted accounting
principles. At the time that we receive our entitlement to DGHL Ordinary Shares in terms of the
Transaction, we will not be in possession of any non-public information with respect to Distell or DGHL.
10. We have full power and authority to enter into this letter, which has been duly authorised, executed
and delivered by us.
11. All representations, warranties, acknowledgements, undertakings and agreements we have made in
this letter shall survive the receipt of our entitlement to the DGHL Ordinary Shares in terms of the
Transaction, as applicable and delivery of the DGHL Ordinary Shares.
Yours faithfully, (Name of investor)
By:
ANNEXURE 2: Capevin Scheme
INVESTOR LETTER TO BE COMPLETED BY
UNITED STATES INVESTORS
Shareholder’s CSDP: ____________________
CSDP address: __________________________
Date:
________________________________________
___________________
________________________________________
Shareholder wishing to take up their entitlement to DGHL Ordinary Shares (“the DGHL Ordinary Shares”)
Unless otherwise indicated, capitalised words and terms contained in this letter shall bear the same meanings
ascribed thereto in the Distell Group Holdings Limited Prospectus, the Distell Circular and the Capevin Circular
distributed on Wednesday, 20 September 2017.
We are delivering this letter to you in connection with o u r wish to take up our entitlement to the DGHL
Ordinary Shares in terms of the Transaction. For the purposes of this letter, the term “Associate” means
in relation to a person, each of their affiliates, controlling entities, subsidiaries, holding companies,
subsidiaries of holding companies, branches and associates (as defined by applicable laws and
regulations).
In consideration for our being allocated the DGHL Ordinary Shares in r e s p e c t o f the Transaction,
we hereby acknowledge, undertake, represent, warrant, confirm and agree (as the case may be) as
follows:
1 In making any decision to receive the DGHL Ordinary Shares, we confirm that we have such
knowledge and experience in financial, business and international investment matters as is
required to evaluate the merits and risks of receiving the DGHL Ordinary Shares. We are
experienced in investing in securities of this nature, are familiar with the markets in which DGHL
operates and we are aware that we may be required to bear, and are able to bear, the economic
risk of, and are able to sustain a complete loss in connection with, the DGHL Ordinary Shares.
We have relied on our own independent examination and due diligence of DGHL and the terms
the Transaction, including the merits and risks involved.
2 We have: (a) made our own assessment and satisfied ourselves concerning legal, regulatory,
tax, business and financial considerations in connection herewith to the extent we deem
necessary; (b) had access to review publicly available information concerning DGHL on the
website at www.distell.co.za, as well as the information provided in the Circulars and Prospectus
as distributed to ourselves that we consider necessary or appropriate and sufficient in making a
decision; (c) reviewed such information as we believe is necessary or appropriate in connection
with our wish to take up our entitlement; and (d) made our investment decision based solely upon
our own judgement, due diligence and analysis.
3 We acknowledge and agree that the receipt of our entitlement of the DGHL Ordinary Shares in
terms of the Transaction does NOT constitute the purchase or sale of a security listed on a United
States securities exchange.
4 With respect to the receipt of our entitlement of the DGHL Ordinary Shares in terms of the
Transaction, we acknowledge, undertake, represent, warrant, confirm and agree (as the case may
be): (1) that we are a “qualified institutional buyer” (“QIB”) within the meaning of Rule 144A under
the United States Securities Act of 1933 (the “Securities Act”) and also a “qualified purchaser”
(“QP”) within the meaning of Section 2(a)(51)(A) of the Unites States Investment Company Act of
1940, receiving our entitlement of the DGHL Ordinary Shares in terms of the Transaction for our
own account or for the account of one or more QIBs that are also QPs, with respect to whom we
have the authority to make, and do make, the representations, warranties and agreements in this
letter; (2) that the receipt of our entitlement of the DGHL Ordinary Shares in terms of the
Transaction have not been, and will not be, registered under the Securities Act or with any State
or other jurisdiction of the United States and that we are aware, and each beneficial owner of the
DGHL Ordinary Shares has been advised, that the DGHL Ordinary Shares are being offered to
us in accordance with the exemption from registration under the Securities Act for transactions
not involving a public offering of securities in the United States; (3) that the DGHL Ordinary Shares
may not and will not be reoffered, resold, pledged or otherwise transferred by us except outside
the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S
promulgated under the Securities Act (“Regulation S”). We understand that, on any proposed
resale of the DGHL Ordinary Shares, we and each subsequent holder will be required to deliver
to the transferee of the shares a notice substantially to the foregoing effect.
5 We understand that no action has been or will be taken by Capevin, DGHL or any person acting
on behalf of Capevin or DGHL, that would, or is intended to, permit a public offer of the DGHL
Ordinary Shares in any country or jurisdiction where any such action for that purpose is required.
6 We are entitled to receive our entitlement of the DGHL Ordinary Shares in accordance with the
Transaction under the laws of all relevant jurisdictions which apply to us, including any State
securities laws in the United States. Our receipt of our entitlement of the DGHL Ordinary Shares
in accordance with the Transaction will be in compliance with applicable laws and regulations in
the jurisdiction of our residence, the residence of Capevin, DGHL, and otherwise.
7 We understand that there may be certain consequences under United States and other tax laws
resulting from the receipt of our entitlement of DGHL Ordinary Shares in accordance with the
Transaction and will make such investigation and consult such tax and other advisers with respect
thereto, as we deem appropriate. We will satisfy ourselves concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign tax laws on receipt
of our entitlement of the DGHL Ordinary Shares in accordance with the Transaction.
8 We understand and acknowledge that Capevin, DGHL and others will rely upon the truth and accuracy
of the representations, warranties and acknowledgements set forth herein and agree that if any of the
representations, warranties and acknowledgements are no longer accurate, we will promptly notify
Capevin. We irrevocably authorise Capevin and DGHL to produce this letter or a copy hereof, pursuant
to, in connection with, or as may be required by any applicable law or regulation, administrative or
legal proceeding, dispute or official inquiry with respect to the matters set forth herein.
9 We acknowledge that Capevin is required to publish business, financial and other information in
accordance with the rules, regulations and practices applicable to companies listed on the
Johannesburg Stock Exchange (the “Exchange Information”), which we have been able to access
without undue difficulty, and we have obtained or accessed and reviewed the Exchange Information.
We understand that the financial information relating to Capevin has been prepared in accordance
with International Financial Reporting Standards, and thus may not be comparable to financial
statements of United States companies prepared in accordance with United States generally accepted
accounting principles. At the time that we receive our entitlement to the DGHL Ordinary Shares in
terms of the Transaction, we will not be in possession of any non-public information with respect to
Capevin or DGHL.
10 We have full power and authority to enter into this letter, which has been duly authorised, executed
and delivered by us.
11 All representations, warranties, acknowledgements, undertakings and agreements we have made in
this letter shall survive the receipt of our entitlement to the DGHL Ordinary Shares in terms of the
Transaction, as applicable and delivery of the DGHL Ordinary Shares.
Yours faithfully, (Name of investor)
By:
Date: 14/05/2018 10:00:00 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.
Sharenet Sites 
