Meet­ings sched­uled for Oc­to­ber as lo­cal drinks-maker plans JSE delist­ing

The Star Early Edition - - BUSINESS REPORT - Roy Cokayne

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.

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