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Distell Group Holdings (JSE:DGH) News - Result of the Distell Scheme Meeting and remaining salient dates and times of the Transaction
DISTELL GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/394974/06)
(Share code: DGH)
(ISIN: ZAE000248811)
(“Distell” or “the Company”)
HEINEKEN INTERNATIONAL B.V.
(Incorporated in the Netherlands)
(Registration number: 33103545)
(“Heineken”)
SUNSIDE ACQUISITIONS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2020/811071/06)
(“Newco”)
RESULT OF THE DISTELL SCHEME MEETING AND REMAINING SALIENT DATES AND
TIMES OF THE TRANSACTION
Unless otherwise indicated, capitalised terms in this announcement shall bear the meaning
ascribed thereto in the Distell Circular, distributed on Monday, 17 January 2022.
1. INTRODUCTION
On 15 November 2021 Distell, Heineken and Newco issued a firm intention
announcement in relation to inter alia the Capevin Offer and Newco Offer made to the
Distell Shareholders. The Distell Board proposed the Scheme to the Distell
Shareholders, to which Heineken and Newco are parties, in terms of which:
• Distell will declare a distribution in specie of Capevin Ordinary Shares to the
Distell Shareholders on a one-for-one basis;
• Heineken will acquire Capevin Ordinary Shares from those Distell
Shareholders who accept the Capevin Offer in exchange for cash;
• Newco will acquire all the Scheme Shares from the Distell Shareholders in
exchange for, at the election of each Distell Shareholder:
o cash;
o Newco Shares; or
o a combination of cash and Newco Shares in a fixed ratio.
Upon successful implementation of the Scheme, the Distell Ordinary Shares will be
delisted from the JSE.
The Distell Circular and Newco Prospectus were distributed on Monday, 17 January
2022.
2. RESULT OF THE SCHEME MEETING
The Distell Board is pleased to announce that, pursuant to the Scheme Meeting held
today, Tuesday, 15 February 2022, at 11h00 SAST, all the special and ordinary
resolutions required to give effect to the Transaction were approved by the requisite
majority of votes.
The results of each resolution are as follows:
Resolutions Votes cast disclosed Number of Shares voted Shares
as a percentage of shares voted disclosed as a abstained
the total number of percentage of disclosed as a
shares voted at the the total percentage of
meeting issued shares3 the total issued
shares3
Distell Ordinary Distell Distell
Shares (“Ord”) Ordinary Ordinary
Shares (“Ord”) Shares (“Ord”)
Distell B Shares (“B”)
For Against Distell B Distell B
Shares (“B”) Shares (“B”)
Special Resolution 89.91% 10.09% 179 897 033 80.63% Ord 0.01% Ord
Number 1: Ord Ord Distell 100.00% B 0.00% B
Approval of 100.00% B 0.00% B Ordinary
Scheme Shares
124 226 613
Distell B
Shares
Special Resolution 89.96% 10.03% 179 831 893 80.61% Ord 0.04% Ord
Number 2: Ord Ord Distell 100.00% B 0.00% B
Revocation of 100.00% B 0.00% B Ordinary
Special Resolution Shares
Number 1 if the 124 226 613
Scheme is Distell B
terminated Shares
Ordinary 89.92% 10.08% 179 897 301 80.63% Ord 0.01% Ord
Resolution Ord Ord Distell 100.00% B 0.00% B
Number1: 100.00% B 0.00% B Ordinary
Approval of Shares
Capevin 124 226 613
Distribution Distell B
Shares
Ordinary 89.92% 10.08% 179 897 133 80.63% Ord 0.01% Ord
Resolution Ord Ord Distell 100.00% B 0.00% B
Number 2: 100.00% B 0.00% B Ordinary
Approval of Distell Shares
Namibia 124 226 613
Transaction Distell B
Shares
Ordinary 89.94% 10.06% 179 897 301 80.63% Ord 0.01% Ord
Resolution Ord Ord Distell 100.00% B 0.00% B
Number 3: 100.00% B 0.00% B Ordinary
Authorisation of Shares
Directors 124 226 613
Distell B
Shares
Notes:
1. Any proxy appointments giving discretion to the Chairman of the Scheme Meeting were
voted "for" the resolutions and are included in the totals above.
2. A vote "abstained" is, in accordance with the memorandum of incorporation of Distell, not
counted in the calculation of the votes (either "for" or "against” a resolution) and was
deemed not to have exercised a vote in respect of such resolution.
3. As at Friday, 4 February 2022, being the voting record date, the total issued ordinary
shares of Distell is 223 102 356 Distell Ordinary Shares and 124 226 613 Distell B Shares.
As at Friday, 4 February 2022, the total votable ordinary shares on the resolutions,
excluding treasury shares, is 222 750 403 Distell Ordinary Shares and 124 226 613 Distell
B Shares.
3. SCHEME CONDITIONS
Shareholders should note that the implementation of the Scheme remains subject to
the fulfilment or, if applicable, waiver of a number of Scheme Conditions by the dates
set out in paragraph 5 of the Distell Circular, most notably the relevant regulatory
approvals being obtained as set out in the Distell Circular.
Further announcements will be released on SENS and published in the South African
press regarding the fulfilment or waiver (as the case may be) of the various Scheme
Conditions.
4. REMAINING SALIENT DATES AND TIMES OF THE TRANSACTION
2022
Results of the Scheme Meeting to be published in the press on or Wednesday,
about 16 February
If all of the resolutions relating to the Scheme are passed by the requisite
majority of Distell Shareholders at the Scheme Meeting
Last day for Distell Shareholders who voted against the Scheme Tuesday,
to require Distell to seek Court approval for the Scheme in terms 22 February
of section 115(3)(a) of the Companies Act if at least 15% of the
total votes of Distell Shareholders at the Scheme Meeting were
exercised against the Scheme Resolution
Last day for Distell Shareholders who voted against the Scheme Tuesday,
to apply to Court for leave to apply to Court for a review of the 1 March
Scheme in terms of section 115(3)(b) of the Companies Act
Last day for Distell to send Notice of Adoption of the Scheme Tuesday,
Resolution to Dissenting Shareholders, in accordance with 1 March
section 164(4) of the Companies Act
Last date for Dissenting Shareholders (if any) to deliver an Wednesday,
Appraisal Demand in terms of section 164(7) of the Companies 30 March
Act
Anticipated date of receipt of approval of the South African Thursday,
Competition Authorities and Namibian Competition Authorities, on 30 June
or before
Announcement with update on status of Scheme Conditions, Friday, 8 July
including approval of the South African Competition Authorities
and Namibian Competition Authorities, within 5 Business Days of
receipt of the approval (“Transaction Update Announcement”)
Last day to trade to be eligible to make an election in respect of Tuesday,
(i) the Capevin Offer, (ii) the Newco Offer and (iii) the Newco 19 July
Capital Raise, respectively,
Application for suspension of the Distell Ordinary Shares Tuesday,
expected to be lodged with the JSE on 19 July
Distell Ordinary Shares expected to be suspended on the JSE Wednesday,
trading system on 4 20 July
Trade in Distell B Shares also prohibited, expected to be from 4 Wednesday,
20 July
No on or off market trade in Distell Shares from 4 Wednesday,
20 July
Election Record Date expected to be on 3 Friday, 22 July
Last day for receipt of Form of Acceptance and Transfer (blue) in Friday, 22 July
respect of Capevin Offer, by 12h00 on the Election Record Date
Last date for receipt of Form of Election, Surrender and Transfer Friday, 22 July
(green) in respect of Newco Offer, by 12h00 on the Election
Record Date
Last date for receipt of Form of Subscription (pink) in respect of Friday, 22 July
Newco Capital Raise, by 12h00 on the Election Record Date
Announcement regarding the fulfilment or non-fulfilment of the Monday, 25
Threshold Conditions to be released on SENS before market July
opens, expected to be on
Anticipated date to receive compliance certificate from the TRP, Wednesday,
on or before 31 August
If all Scheme Conditions are fulfilled or, if applicable, waived
Final Scheme unconditional announcement, expected to be Wednesday,
released on SENS on 31 August
Application for delisting of the Distell Ordinary Shares expected to Thursday,
be lodged with the JSE, on 1 September
Expected date of implementation of the Capevin Distribution Monday,
pursuant to the Scheme, on 5 September
Expected date of implementation of the Capevin Offer pursuant to Monday,
the Scheme, on 5 September
Expected date of implementation of the Newco Offer pursuant to Monday,
the Scheme, on 5 September
In respect of Scheme Participants who reject the Capevin Offer and therefore
receive the Capevin Ordinary Shares pursuant to the Capevin Distribution:
Original share certificates in respect of Capevin Ordinary Shares Monday,
to be posted by registered post to Scheme Participants who have 5 September
rejected the Capevin Offer, expected to be by no later than
In respect of Scheme Participants who accept the Capevin Offer or fail to reject the
Capevin Offer and therefore receive the Capevin Cash Consideration pursuant to
the Capevin Offer:
Original share certificates in respect of Capevin Ordinary Shares Monday,
sold to Heineken pursuant to the Capevin Offer to be delivered to 5 September
Heineken, expected to be by no later than
Dematerialised Scheme Participants expected to have their Monday,
accounts (held at their CSDP or Broker) credited with the Capevin 5 September
Cash Consideration, on
Certificated Scheme Participants expected to have their Capevin Monday,
Cash Consideration paid to them by EFT, if (i) their Form of 5 September
Acceptance and Transfer (blue) is received by the Transfer
Secretaries on or prior to 12h00 on the Election Record Date and
(ii) they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Capevin
Cash Consideration amount paid to them by EFT, if (i) their Form
of Acceptance and Transfer (blue) is received by the Transfer
Secretaries on or prior to 12h00 on the Election Record Date and
(ii) they have not provided bank details or have provided incorrect
bank details, approximately 5 Business Days after updating their
bank mandate data with the Transfer Secretaries
In respect of Scheme Participants who elect to receive the Newco Cash
Consideration or who are deemed to have elected to receive the Newco Cash
Consideration pursuant to the Newco Offer:
Dematerialised Scheme Participants expected to have their Monday,
accounts (held at their CSDP or Broker) credited with the Newco 5 September
Cash Consideration, on
Certificated Scheme Participants expected to have their Newco Monday,
Cash Consideration paid to them by EFT, if (i) their Form of 5 September
Election, Surrender and Transfer (green) and Documents of Title
are received by the Transfer Secretaries on or prior to 12h00 on
the Election Record Date and (ii) they have provided the correct
bank details, on
Certificated Scheme Participants expected to have their Newco
Cash Consideration amount paid to them by EFT, if (i) their Form
of Election, Surrender and Transfer (green) and Documents of
Title are received by the Transfer Secretaries on or prior to 12h00
on the Election Record Date and (ii) they have not provided bank
details or have provided incorrect bank details, approximately
5 Business Days after updating their bank mandate data with the
Transfer Secretaries
In respect of Scheme Participants who elect either the Newco Fixed Ratio Option or
the Newco Share Only Option pursuant to the Newco Offer:
Expected date for Newco’s CSDP or Broker account to be Monday,
updated to reflect receipt of all Distell Ordinary Shares, on 5 September
Share certificates in respect of the Distell B Shares expected to Monday,
be delivered to Newco, on 5 September
Original Share certificates in respect of the Newco Share Monday,
Consideration posted to Scheme Participants by registered post, 5 September
expected to be on
Expected termination of the listing of Distell Ordinary Shares at Tuesday,
commencement of trade on the JSE, on 6 September
Notes:
1. All times shown above are South African local times.
2. The above dates have been determined based on certain assumptions regarding the date
by which the Scheme will become Operative in accordance with its terms and conditions.
All dates and times in respect of the Scheme are therefore subject to change, subject to
the approval of the TRP and/or JSE, where such approvals are required. If the relevant
dates in respect of the Scheme change and the dates above are impacted, the changes
will be released on SENS and published in the press.
3. Distell Shareholders should note that, as transactions in Distell Ordinary Shares are settled
in the electronic settlement system used by Strate, settlement of trades takes place three
Business Days after such trade. Therefore, persons who acquired Distell Ordinary Shares
after the last day to trade (Tuesday, 1 February 2022) in order to be eligible to attend and
vote at the Scheme Meeting will not have been eligible to vote at the Scheme Meeting, but
may, nevertheless, participate in the Scheme and receive the Capevin Distribution or
Capevin Cash Consideration and the Newco Offer Consideration, provided that the
Scheme becomes Operative and they acquire Distell Ordinary Shares on or prior to the last
day to trade in Distell Ordinary Shares in order to be eligible to participate in the Scheme
and hold such Distell Shares on the Election Record Date (Friday, 22 July 2022).
4. Distell Shareholders should note that the Distell Ordinary Shares will be suspended
from trade and its Register locked for a period of approximately 29 Business Days,
expected to commence on Wednesday, 20 July 2022, and until either the Scheme
becomes Operative and is implemented or an announcement is released by Distell
advising that the Scheme has failed and the suspension will be lifted, as applicable.
It will also not be possible to trade Distell B Shares during this period. Settlement of
the Scheme will occur on the Scheme Implementation Date (approximately 29
Business Days after the suspension of the Distell Shares). No on or off market trade
in Distell Shares will be permitted in this period. Please see note 6 below for further
detail.
5. Distell Shareholders are advised that the reason for the lengthy period during which the
Distell Shares will be suspended from trade and before the Scheme is settled is due to the
time required to procure the fulfilment of the Scheme Conditions which are required to be
fulfilled or, if applicable, waived after the Threshold Conditions are fulfilled, namely the
Certification Scheme Conditions and the PST Scheme Conditions. In respect of the PST
Scheme Conditions, it is necessary to adhere to certain timing requirements in terms of
applicable Laws including in particular section 42 of the Income Tax Act.
6. Certificated Distell Shareholders and Dematerialised Distell Shareholders are referred to
the “Action Required by Distell Shareholders” section commencing on page 8 of the Distell
Circular for further information regarding the making of elections in relation to the Scheme.
Distell Shareholders should note that only Certificated Distell Shareholders and
Dematerialised Distell Shareholders with Own-name Registration should complete and
return the Form of Acceptance and Transfer (blue); Form of Election, Surrender and
Transfer (green) and, if applicable, Form of Subscription (pink). Dematerialised Distell
Shareholders without Own-name Registration should contact their CSDP or Brokers.
7. Distell Shareholders that elect the Newco Fixed Ratio Option or the Newco Share Only
Option and Distell Full Reinvestment Shareholders that participate in the Newco Capital
Raise are advised that, by virtue of having elected the Newco Fixed Ratio Option or the
Newco Share Only Option, as applicable, and to participate in the Newco Capital Raise, if
applicable, they are deemed to (and will) be bound by the provisions of the Newco
Shareholders’ Agreement. Further, they are reminded that the Newco Shares: (i) will be
issued and delivered in Certificated form, (ii) will not be listed on the JSE or any other stock
exchange, and (iii) their transferability will be subject to various restrictions as set out in the
Newco Shareholders’ Agreement (as read with the Newco MOI). Please refer to the Newco
Prospectus for further detail.
8. Distell Full Reinvestment Shareholders wishing to participate in the Newco Capital Raise
that are Certificated Distell Shareholders or Dematerialised Distell Shareholders with Own-
name Registration should complete the Form of Subscription (pink) enclosed with this
Distell Circular and return the duly completed document to the Transfer Secretaries by no
later than 12h00 on the Election Record Date. Distell Full Reinvestment Shareholders that
are Dematerialised Distell Shareholders without Own-name Registration must NOT
complete the Form of Subscription (pink) and should contact their CSDP or Broker
regarding their election in respect of the Newco Capital Raise.
5. FOREIGN DISTELL SHAREHOLDERS
It is the responsibility of any Foreign Distell Shareholders, namely those who are not
resident in the Common Monetary Area (i.e. South Africa, Lesotho, Namibia or
Eswatini) for purposes of the Exchange Control Regulations, who receive the Distell
Circular and Newco Prospectus and/or who wish to receive Capevin Ordinary Shares
and/or Newco Shares in terms of the Scheme, to satisfy themselves as to the full
observance of the Laws of any applicable jurisdiction concerning the receipt by them
of the Distell Circular and Newco Prospectus and, if applicable, the Capevin
Distribution and/or the receipt, or election to receive, the Newco Share Consideration,
including obtaining any requisite governmental or other consents, observing any other
requisite formalities and paying any transfer or other taxes due in such other
jurisdictions.
Such Foreign Distell Shareholders should take note of the provisions of the Distell
Circular and Newco Prospectus regarding the Scheme, their shareholding in Distell
and their receipt of Capevin Ordinary Shares and/or Newco Shares in this regard
including in particular, but without limitation, that such Foreign Distell Shareholders are
required to advise Distell of all filings or regulatory obligations with which Distell or
Newco may be required to comply in such jurisdictions in relation to the Scheme and
that such Foreign Distell Shareholders will be deemed to have (i) rejected the Capevin
Offer and (ii) elected the Newco Cash Only Option unless they provide the Transfer
Secretaries with proof, satisfactory to the Distell Board, by no later than the Election
Record Date that they are validly and lawfully entitled to receive Capevin Ordinary
Shares and/or Newco Shares, as applicable. Distell, Heineken and Newco and their
respective boards of directors and advisers accept no responsibility for the failure by a
Distell Shareholder to inform itself about, or to observe, any applicable legal
requirements in any relevant jurisdiction, nor for any failure by Distell or Newco to
observe the requirements of any jurisdiction.
It may be difficult for a Foreign Distell Shareholder to enforce its rights and any claim
it may have arising under US or other foreign securities Laws, since Distell is located
in South Africa. Such Foreign Distell Shareholder may not be able to sue Distell or its
officers or directors in a foreign court, including South African courts, for violations of
US securities Laws. It may be difficult to compel Distell or a member of the Distell
Group to subject itself to a US court’s judgment.
The Scheme is proposed solely as set out in the Distell Circular and is governed by
the laws of South Africa and is subject to any applicable Laws and regulations,
including the Exchange Control Regulations. The Scheme is not being proposed in any
jurisdiction in which it is unlawful to propose such a distribution in specie or scheme of
arrangement.
Any Distell Shareholder who is in doubt as to their position, including, without limitation,
their tax status, should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
6. REPONSIBILITY STATEMENTS
To the extent required by law, the Distell Independent Board, individually and
collectively, accepts responsibility for the information contained in this announcement
insofar as it relates to Distell. In addition, the Distell Independent Board confirms that,
to the best of its knowledge and belief, the information contained in this announcement,
as it relates to Distell, is true and correct and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein
pertaining to Distell and that all reasonable enquiries to ascertain such information
have been made.
To the extent required by law, the Distell Board, individually and collectively, accepts
responsibility for the information contained in this announcement insofar as it relates
to Distell. In addition, the Distell Board confirms that, to the best of its knowledge and
belief, the information contained in this announcement, as it relates to Distell, is true
and correct and, where appropriate, does not omit anything that is likely to affect the
importance of the information contained herein pertaining to Distell and that all
reasonable enquiries to ascertain such information have been made.
Stellenbosch
15 February 2022
Financial Adviser, Merchant Bank, Transaction Sponsor and Corporate Broker to
Distell:
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser to Distell:
ENSafrica
Independent Expert to Distell Independent Board:
BDO Corporate Finance Proprietary Limited
Financial Adviser to Heineken:
Nomura International plc
Legal adviser to Heineken and Newco:
Webber Wentzel
Date: 15-02-2022 05:40:00
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