Appeal against restructuring of Distell dismissed

The Takeover Special Committee has dismissed an appeal by shareholder activist Albie Cilliers of Remgro’s restructuring of liquor group Distell.

The decision means the restructuring of Distell’s convoluted shareholder base, which has been on the cards for several years, is now finalised.

On Monday Basil Mashabane, legal counsel for the Takeover Regulation Panel, informed Cilliers’s lawyer of the decision and said that Cilliers would be liable for the costs of the panel. Mashabane said the reasons for the decision would be released on Friday.

In November 2017, Cilliers lodged an unprecedented challenge to the Takeover Regulation Panel’s decision to grant Remgro a waiver from its obligation to make a mandatory offer to Distell shareholders. The obligation stemmed from the fact that the Distell restructuring resulted in Remgro becoming the sole controlling shareholder.

Remgro emerged as the controlling shareholder after a series of transactions in which the previous cumbersome control structure collapsed and the Public Investment Corporation (PIC) agreed to cede outright voting control to Remgro.

Ahead of the restructuring Remgro-Cape Vin Investments held a combined 53% of Distell and the PIC 28%. In the restructuring, Remgro emerged with 56% of the voting rights although it holds an economic interest of only 31.4%.

Cilliers challenged the panel’s decision to grant a waiver on the grounds that it did not have the authority to do so in the circumstances that prevailed. He argued there were not sufficient independent Distell shareholders as required by the Companies Regulations for the granting of a waiver by the panel.

Investors hope the cleaner control structure will make it easier for the board to implement a growth strategy involving equity-backed acquisitions.