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Finalisation announcement in respect of the Scheme
Distell Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2016/394974/06)
ISIN: ZAE000248811
Share Code: DGH
(“Distell" or “the Company”)
Heineken International B.V.
(Incorporated in the Netherlands)
(Registration number: 33103545)
(“Heineken”)
Sunside Acquisitions Proprietary Limited
(Incorporated in South Africa)
(Registration number: 2020/811071/07)
(“Newco”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME
Unless otherwise indicated, capitalised terms used in this announcement shall bear the meaning ascribed
thereto in the Distell Circular, distributed on Monday, 17 January 2022.
1. Introduction
Distell Shareholders are referred to the Distell Circular, the Transaction Update Announcement
released on SENS on Thursday, 9 March 2023, and the announcement released on SENS on
Monday, 27 March 2023, in relation to the fulfilment of the Threshold Scheme Conditions.
2. Fulfilment of Scheme Conditions
Distell, Heineken and Newco are pleased to announce that all the Scheme Conditions, as detailed in
the Scheme Circular, have been fulfilled or, if applicable, waived.
The Scheme has accordingly become unconditional and consequently Distell, Heineken and Newco
will proceed with the implementation of the Scheme on Wednesday, 26 April 2023, and the Distell
Delisting as detailed in the Distell Circular.
3. Remaining salient dates and times relating to the Scheme
Distell Shareholders are advised that the Scheme will be implemented in accordance with the
following dates and times:
2023
Date of implementation of the Capevin Distribution pursuant to the Wednesday, 26 April
Scheme, on
Date of implementation of the Capevin Offer pursuant to the Scheme, Wednesday, 26 April
on
Date of implementation of the Newco Offer pursuant to the Scheme, Wednesday, 26 April
on
In respect of Scheme Participants who rejected the Capevin Offer and therefore receive delivery
of the Capevin Ordinary Shares pursuant to the Capevin Distribution:
Original share certificates in respect of Capevin Ordinary Shares to be Friday, 12 May
posted by registered post to Scheme Participants who have rejected
the Capevin Offer, by no later than
In respect of Scheme Participants who accepted the Capevin Offer or failed to reject the Capevin
Offer and therefore receive the Capevin Cash Consideration pursuant to the Capevin Offer:
Dematerialised Scheme Participants to have their accounts (held at Wednesday, 26 April
their CSDP or Broker) credited with the Capevin Cash Consideration,
on
Certificated Scheme Participants to have their Capevin Cash Wednesday, 26 April
Consideration paid to them by EFT, if: (i) their Form of Acceptance
and Transfer (blue) was received by the Transfer Secretaries on or
prior to 12:00 on the Election Record Date; and (ii) they have provided
the correct bank details, on
Certificated Scheme Participants to have their Capevin Cash 5 Business Days after updating
Consideration amount paid to them by EFT, if: (i) their Form of bank mandate data
Acceptance and Transfer (blue) was received by the Transfer
Secretaries on or prior to 12:00 on the Election Record Date; and
(ii) they have not provided bank details or have provided incorrect
bank details, approximately five Business Days after updating their
bank mandate data with the Transfer Secretaries
Original share certificates in respect of Capevin Ordinary Shares sold Friday, 12 May
to Heineken pursuant to the Capevin Offer to be delivered to
Heineken, by no later than
In respect of Scheme Participants who elected to receive the Newco Cash Consideration or who
are deemed to have elected to receive the Newco Cash Consideration pursuant to the Newco
Offer, which include Scheme Participants who elected the Newco Fixed Ratio Option:
Dematerialised Scheme Participants to have their accounts (held at Wednesday, 26 April
their CSDP or Broker) credited with the Newco Cash Consideration,
on
Certificated Scheme Participants to have their Newco Cash Wednesday, 26 April
Consideration paid to them by EFT, if: (i) their Form of Election,
Surrender and Transfer (green) and Documents of Title were received
by the Transfer Secretaries on or prior to 12:00 on the Election Record
Date; and (ii) they have provided the correct bank details, on
Certificated Scheme Participants to have their Newco Cash 5 Business Days after updating
Consideration amount paid to them by EFT, if: (i) their Form of bank mandate data
Election, Surrender and Transfer (green) and Documents of Title were
received by the Transfer Secretaries on or prior to 12:00 on the
Election Record Date; and (ii) they have not provided bank details or
have provided incorrect bank details, approximately five Business
Days after updating their bank mandate data with the Transfer
Secretaries
In respect of Scheme Participants who elected the Newco Share Only Option pursuant to the
Newco Offer:
Date for Newco’s CSDP or Broker account to be updated to reflect Wednesday, 26 April
receipt of all Distell Ordinary Shares, on
Share certificates in respect of the Distell B Shares to be delivered to Wednesday, 26 April
Newco, on
Termination of the listing of Distell Ordinary Shares at commencement Friday, 28 April
of trade on the JSE, on
Original share certificates in respect of the Newco Share Friday, 12 May
Consideration posted to Scheme Participants by registered post, by
no later than
Notes:
1. All times shown above are South African local times.
4. Responsibility statements
To the extent required by law, the Distell Board (including the Distell Independent Board), individually
and collectively, accepts responsibility for the information contained in this announcement insofar as
it relates to Distell and confirms that, to the best of its knowledge and belief, such information relating
to Distell is true and correct and, where appropriate, does not omit anything that is likely to affect the
importance of the information.
To the extent required by law, the Newco Board, individually and collectively, accepts responsibility
for the information contained in this announcement insofar as it relates to Newco and confirms that,
to the best of its knowledge and belief, such information relating to Newco is true and correct and,
where appropriate, does not omit anything that is likely to affect the importance of the information.
To the extent required by law, the Heineken Board, individually and collectively, accepts responsibility
for the information contained in this announcement insofar as it relates to Heineken and confirms that,
to the best of its knowledge and belief, such information relating to Heineken is true and correct and,
where appropriate, does not omit anything that is likely to affect the importance of the information.
Stellenbosch
25 April 2023
Transaction Advisor, Merchant Bank, Transaction Sponsor and Corporate Broker to Distell
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal Advisor to Distell
ENSafrica
Financial Advisor to Heineken
Nomura International plc
Legal Advisor to Heineken and Newco
Webber Wentzel
Date: 25-04-2023 11:00:00
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