DISTELL’S NEW MULTI-TIERED STRUCTURE
Meetings scheduled for October as local drinks-maker plans JSE delisting
THE PLANNED timetable of listed local drinks maker Distell Group’s planned major restructuring of its multitiered ownership structure to a clearer and simpler shareholding structure has been revised.
The company said on Friday that this followed the postponement of the posting date of the documents for the planned restructuring to September 20.
This was to allow for its audited results for the year to June, which were scheduled to be released on August 30, to be included in the documentation for the proposed transaction.
The Distell scheme meeting will now take place on October 27 and the last day for Distell shareholders who voted against the proposed transaction to apply to court for leave to apply for a review of the proposed transaction in terms of the Companies Act was now November 10.
The scheme was expected to be implemented on February 14 and the listing the shares of old Distell expected to be terminated at the commencement of trading on the JSE on February 15.
Distell said in June when it announced the proposed restructuring that it would leave its shareholders with exactly the same economic interest in the new Distell and increase the free float in the new Distell on the JSE.
It said it would also result in the control of the new Distell vesting in Remgro through one or more of its subsidiaries through the issue of unlisted voting B-shares in the new Distell to Remgro.
Distell said the proposed restructuring had the support of the Public Investment Corporation (PIC) and Coronation Asset Management acting on behalf of its clients.
The PIC has a 27.7 percent interest in Distell and Coronation 2.7 percent.
Remgro and Capevin each hold 50 percent of the shareholding in Remgro-Capevin Investments (RCI), which owns a 52.8 percent direct interest in Distell.
Distell said Remgro was also supportive of the proposed restructuring, but would not be entitled to vote on it.
The group said the proposed restructuring would be beneficial to Distell and its shareholders.
It said the transaction would, among other things, result in the elimination of the current multi-tiered ownership structure of the group, leaving a single entry point in Distell.
The transaction was also likely to improve the demand, liquidity and marketability of the new Distell shares; simplify Distell’s capital structure, which was likely to improve Distell’s investment appeal to both foreign and local investors; and result in an increased free float of new Distell ordinary shares and enhance its weighting in stock market indices on both the JSE and internationally.
The group said that the proposed transaction would also simplify Distell’s ability to raise capital if required to support its long-term growth strategy and retain the stability and continuity of Remgro remaining an anchor shareholder in Distell.
In terms of the proposed restructuring, Distell will become a wholly-owned subsidiary of New Distell and be delisted from the JSE, with Capevin also be delisted as part of the Capevin scheme.
But the New Distell listing will ensure that Distell shareholders were able to trade their New Distell shares on the main board of the JSE as in the past.
The economic rights of Distell shareholders will not be diluted by the issue of B-shares, but their voting rights will be diluted by 35.8 percent.
Distell operation in Cape Town. Distell will become a wholly-owned subsidiary of New Distell and be delisted from the JSE.