Try our mobile app

Scheme of Arrangement: Error in Newco Prospectus and availability of additional documents

Published: 2022-01-31 06:30:00 ET
<<<  go to JSE:DGH company page
Distell Group Holdings (JSE:DGH) News - Scheme of Arrangement: Error in Newco Prospectus and availability of additional documents

Distell Group Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 2016/394974/06
ISIN: ZAE000248811
Share Code: DGH
(“Distell”)

SCHEME OF ARRANGEMENT: ERROR IN NEWCO PROSPECTUS AND AVAILABILITY OF ADDITIONAL DOCUMENTS

Distell Shareholders are referred to the prospectus (“Newco Prospectus”) issued by Newco that accompanied the
circular issued by Distell (“Distell Circular”) dated 17 January 2022. Capitalised terms in this announcement shall bear
the meaning ascribed thereto in the Distell Circular.

Distell has been advised that the Newco Prospectus contains an error on page 34 thereof, namely that an amount of
R140,504,389 is referenced as the amount to be paid for Distell’s business in Nigeria. This amount is incorrect and
should instead be R264,500,000. The correct amount of R264,500,000 is reflected on page 70 of the Newco
Prospectus. This error has no impact on the Newco pro forma financial information which is presented in the Newco
Prospectus and the Distell Circular. Distell Shareholders are hereby advised of the aforesaid error.

Distell Shareholders are further advised that Distell has, on a voluntary basis, made the immovable property valuation
reports, referred to on page 164 of the Distell Circular, available for inspection with access via its website at
www.distell.co.za/Investor-Centre/heineken-deal-site/.

To the extent required by law, the board of directors of Newco, individually and collectively, accepts responsibility
for information contained in this announcement insofar as it relates to Newco. In addition, the board of directors of
Newco certifies that to the best of its knowledge and belief, the information contained in this announcement as it relates
to Newco, 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 Newco and that all reasonable enquiries to ascertain such information have
been made.

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.

To the extent required by law, the board of directors of Heineken, individually and collectively, accepts responsibility
for information contained in this announcement insofar as it relates to Heineken. In addition, the board of directors
of Heineken certifies that to the best of its knowledge and belief, the information contained in this announcement as it
relates to Heineken, 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 Heineken and that all reasonable enquiries to ascertain
such information have been made.

Stellenbosch
31 January 2022

Transaction Advisor, Sponsor and Corporate Broker to Distell
Rand Merchant Bank (a division of FirstRand Bank Limited)

Legal Advisor to Distell
ENSafrica

Legal Advisor to Newco
Webber Wentzel

Date: 31-01-2022 08:30:00
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.