Home Meeting notice DISTELL GROUP HOLDINGS LIMITED – Distribution of Scheme Circular and Newco Prospectus, Notice of Scheme Meeting and Withdrawal of Warning – SENS

DISTELL GROUP HOLDINGS LIMITED – Distribution of Scheme Circular and Newco Prospectus, Notice of Scheme Meeting and Withdrawal of Warning – SENS

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Distribution of Scheme Circular and Newco Prospectus, Notice of Scheme Meeting and Withdrawal of Cautionary

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’)

DISTRIBUTION OF SCHEME CIRCULAR AND ACCOMPANYING NEWCO PROSPECTUS, NOTICE OF SCHEME
MEETING, PRO FORMA FINANCIAL INFORMATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Defined terms used in this announcement shall bear the meaning ascribed thereto in the Distell circular dated 17 January
2022 (“Distell Circular”), unless otherwise indicated.

1. Introduction

1.1 Distell Shareholders are referred to the Firm Intention Announcement published by Distell on 15 November 2021
regarding Heineken’s firm intention to make an offer, to be implemented by way of a scheme of arrangement in
terms of section 114(1)(c), read with section 115, of the Companies Act, to be proposed by the Distell Board to
Distell Shareholders to acquire the entire issued ordinary and B share capital of Distell as well as a series of
preliminary steps, namely (i) certain intra-group transfers within Distell and (ii) the acquisition by Sunside
Acquisitions Limited (“Newco”) of various assets (the “Transaction”).

1.2 Distell Shareholders are advised that the Distell Circular providing full details of the Transaction, including the
Scheme and containing a Notice of Scheme Meeting, the report by the Independent Expert, the recommendations
of the Independent Board and the Distell Board, the salient dates and times relating to the Scheme and the
necessary forms relating to the various elections available to Distell Shareholders, is being distributed to Distell
Shareholders today, Monday, 17 January 2022. The Distell Circular will be accompanied by the Newco Prospectus
which will provide Distell Shareholders with information on Newco as it will be constituted after the implementation
of the Scheme.

1.3 The Distell Circular and Newco Prospectus set out inter alia the pro forma financial effects of the Transaction,
which pro forma financial effects are summarised in this announcement. Distell Shareholders should consider the
summarised pro forma financial effects in this announcement together with all the information set out in the Distell
Circular and Newco Prospectus.

1.4 Copies of the Distell Circular and the Newco Prospectus may be obtained during normal business hours from the
registered office of Distell and from the Sandton, Johannesburg, office of Rand Merchant Bank from today, Monday,
17 January 2022, up to and including the date of the Scheme Meeting. The Distell Circular and the Newco
Prospectus are also available in the Investor Relations section of Distell’s website at
https://www.distell.co.za/Investor-Centre/Home/.

1.5 The salient dates and times for the Transaction are set out in paragraph 4 below.

2. Notice convening the Scheme Meeting

2.1 The Scheme Meeting will be held at 11h00 on Tuesday, 15 February 2022, to consider and, if deemed fit, to pass
the resolutions required to authorise and effect the implementation of the Scheme. A notice to convene the Scheme
Meeting is attached to and forms part of the Distell Circular.

2.2 Due to the COVID-19 (Coronavirus) pandemic and the measures put in place by the South African Government in
response to the Coronavirus pandemic, particularly the restrictions in regard to public gatherings, the Scheme
Meeting will not be held in person and will, subject to paragraph 2.3 below, be held entirely by electronic
communication and hosted on the online platform accessible at www.smartagm.co.za.

2.3 If the Distell Board in its sole discretion considers it appropriate also to afford Distell Shareholders the opportunity
to attend, participate in and vote at the Scheme Meeting in person, a SENS announcement will be released no less
than 10 Business Days before the date of the Scheme Meeting, setting out full detail regarding in person
attendance, participating in and voting at the Scheme Meeting, including the venue at which the Scheme Meeting
can be attended in person. This will not in any way impact the ability of Distell Shareholders to access the Scheme
Meeting by electronic communication, and those Distell Shareholders who wish to attend the Scheme Meeting by
means of electronic communication and not in person will still be able to do so.

2.4 Further details are included in the Distell Circular.

3. Salient dates and times relating to the Transaction
2022(9)
Record date to determine which Distell Shareholders are entitled to receive the Distell Friday, 7 January
Circular
Circular posted to Distell Shareholders on Monday, 17 January
Notice of distribution of the Distell Circular, and notice convening the Scheme Monday, 17 January
Meeting, published on SENS on
Notice of distribution of the Distell Circular, and notice convening the Scheme Tuesday, 18 January
Meeting, published in the South African press on
Last day to trade in order to be recorded in the Register in order to be eligible to attend Tuesday, 1 February
and vote at the Scheme Meeting (3), (4)
Voting Record Date for Distell Shareholders to be recorded in the Register in order to Friday, 4 February
be eligible to attend and vote at the Scheme Meeting
For administrative purposes, date by which Forms of Proxy for the Scheme Meeting Friday, 11 February
are requested to be lodged, by 12h00 on
Forms of Proxy to be delivered to the Transfer Secretaries, on behalf of the chairman Tuesday, 15 February
of the Scheme Meeting, at any time before the proxy exercises any rights of the Distell
Shareholder at the Scheme Meeting on
Scheme Meeting to be held at 11h00, entirely by electronic communication and Tuesday, 15 February
hosted on the online platform accessible at www.smartagm.co.za, on
Last date and time for Distell Shareholders to give Notice of Objection to Distell, Tuesday, 15 February
objecting to the Scheme in terms of section 164(3) of the Companies Act, by 11h00 on
Results of the Scheme Meeting released on SENS on or about Tuesday, 15 February
Results of the Scheme Meeting to be published in the press on or about Wednesday, 16 February
If all of the resolutions relating to the Scheme are passed by the requisite majority of Distell Shareholders at
the Scheme Meeting
Last day for Distell Shareholders who voted against the Scheme to require Distell to Tuesday, 22 February
seek Court approval for the Scheme in terms of section 115(3)(a) of the Companies
Act if at least 15% of the total votes of Distell Shareholders at the Scheme Meeting
were exercised against the Scheme Resolution
Last day for Distell Shareholders who voted against the Scheme to apply to Court for Tuesday, 1 March
leave to apply to Court for a review of the Scheme in terms of section 115(3)(b) of the
Companies Act
Last day for Distell to send Notice of Adoption of the Scheme Resolution to Dissenting Tuesday, 1 March
Shareholders, in accordance with section 164(4) of the Companies Act
Last date for Dissenting Shareholders (if any) to deliver an Appraisal Demand in terms Wednesday, 30 March
of section 164(7) of the Companies Act
Anticipated date of receipt of approval of the South African Competition Authorities Thursday, 30 June
and Namibian Competition Authorities, on or before (9)
Announcement with update on status of Scheme Conditions, including approval of the Friday, 8 July
South African Competition Authorities and Namibian Competition Authorities, within 5
Business Days of receipt of the approval
Last day to trade to be eligible to make an election in respect of (i) the Capevin Offer, Tuesday, 19 July
(ii) the Newco Offer and (iii) the Newco Capital Raise, respectively,
Application for suspension of the Distell Ordinary Shares expected to be lodged with Tuesday, 19 July
the JSE on
Distell Ordinary Shares expected to be suspended on the JSE trading system on (5) Wednesday, 20 July
Trade in Distell B Shares also prohibited, expected to be from (5) Wednesday, 20 July
No on or off market trade in Distell Shares from (5) Wednesday, 20 July
Election Record Date expected to be on (4) Friday, 22 July
Last day for receipt of Form of Acceptance and Transfer (blue) in respect of Capevin Friday, 22 July
Offer, by 12h00 on the Election Record Date
Last date for receipt of Form of Election, Surrender and Transfer (green) in respect of Friday, 22 July
Newco Offer, by 12h00 on the Election Record Date
Last date for receipt of Form of Subscription (pink) in respect of Newco Capital Raise, Friday, 22 July
by 12h00 on the Election Record Date
Announcement regarding the fulfilment or non-fulfilment of the Threshold Conditions Monday, 25 July
to be released on SENS before market opens, expected to be on
Anticipated date to receive compliance certificate from the TRP, on or before Wednesday, 31 August
If all Scheme Conditions are fulfilled or, if applicable, waived
Final Scheme unconditional announcement, expected to be released on SENS on Wednesday, 31 August
Application for delisting of the Distell Ordinary Shares expected to be lodged with the Thursday, 1 September
JSE, on
Expected date of implementation of the Capevin Distribution pursuant to the Scheme, on Monday, 5 September
Expected date of implementation of the Capevin Offer pursuant to the Scheme, on Monday, 5 September
Expected date of implementation of the Newco Offer pursuant to the Scheme, on Monday, 5 September
In respect of Scheme Participants who reject the Capevin Offer and therefore receive the Capevin Ordinary Shares
pursuant to the Capevin Distribution:
Original share certificates in respect of Capevin Ordinary Shares to be posted by Monday, 5 September
registered post to Scheme Participants who have rejected the Capevin Offer,
expected to be by no later than
In respect of Scheme Participants who accept the Capevin Offer or fail to reject the Capevin Offer and therefore
receive the Capevin Cash Consideration pursuant to the Capevin Offer:
Original share certificates in respect of Capevin Ordinary Shares sold to Heineken Monday, 5 September
pursuant to the Capevin Offer to be delivered to Heineken, expected to be by no later
than
Dematerialised Scheme Participants expected to have their accounts (held at their Monday, 5 September
CSDP or Broker) credited with the Capevin Cash Consideration, on
Certificated Scheme Participants expected to have their Capevin Cash Consideration Monday, 5 September
paid to them by EFT, if (i) their Form of Acceptance and Transfer (blue) is received
by the Transfer Secretaries on or prior to 12h00 on the Election Record Date and (ii)
they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Capevin Cash Consideration
amount paid to them by EFT, if (i) their Form of Acceptance and Transfer (blue) is
received by the Transfer Secretaries on or prior to 12h00 on the Election Record Date
and (ii) they have not provided bank details or have provided incorrect bank details,
approximately 5 Business Days after updating their bank mandate data with the
Transfer Secretaries
In respect of Scheme Participants who elect to receive the Newco Cash Consideration or who are deemed to have
elected to receive the Newco Cash Consideration pursuant to the Newco Offer:
Dematerialised Scheme Participants expected to have their accounts (held at their Monday, 5 September
CSDP or Broker) credited with the Newco Cash Consideration, on
Certificated Scheme Participants expected to have their Newco Cash Consideration Monday, 5 September
paid to them by EFT, if (i) their Form of Election, Surrender and Transfer (green) and
Documents of Title are received by the Transfer Secretaries on or prior to 12h00 on
the Election Record Date and (ii) they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Newco Cash Consideration
amount paid to them by EFT, if (i) their Form of Election, Surrender and Transfer
(green) and Documents of Title are received by the Transfer Secretaries on or prior
to 12h00 on the Election Record Date and (ii) they have not provided bank details or
have provided incorrect bank details, approximately 5 Business Days after updating
their bank mandate data with the Transfer Secretaries
In respect of Scheme Participants who elect either the Newco Fixed Ratio Option (8) or the Newco Share Only Option
pursuant to the Newco Offer:
Expected date for Newco’s CSDP or Broker account to be updated to reflect receipt Monday, 5 September
of all Distell Ordinary Shares, on
Share certificates in respect of the Distell B Shares expected to be delivered to Monday, 5 September
Newco, on
Original Share certificates in respect of the Newco Share Consideration posted to Monday, 5 September
Scheme Participants by registered post, expected to be on
Expected termination of the listing of Distell Ordinary Shares at commencement of Tuesday, 6 September
trade on the JSE, on

Notes:

1. All times shown above are South African local times.

2. The above dates have been determined based on certain assumptions regarding the date by which the Scheme
will become Operative in accordance with its terms and conditions. All dates and times in respect of the Scheme
are therefore subject to change, subject to the approval of the TRP and/or JSE, where such approvals are
required. If the relevant dates in respect of the Scheme change and the dates above are impacted, the changes
will be released on SENS and published in the press.

3. Share certificates in Distell may not be Dematerialised or rematerialised after Tuesday, 1 February 2022, during
which period the certificated securities register of Distell will be closed.

4. Distell Shareholders should note that, as transactions in Distell Ordinary Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after such trade.
Therefore, persons who acquire Distell Ordinary Shares after the last day to trade (Tuesday, 1 February 2022)
in order to be eligible to attend and vote at the Scheme Meeting will not be eligible to vote at the Scheme
Meeting, but may, nevertheless, participate in the Scheme and receive the Capevin Distribution or Capevin
Cash Consideration and the Newco Offer Consideration, provided that the Scheme becomes Operative and
they acquire Distell Ordinary Shares on or prior to the last day to trade in Distell Ordinary Shares in order to be
eligible to participate in the Scheme and hold such Distell Shares on the Election Record Date (Friday, 22 July
2022). Certified Distell Shareholders and Dematerialised Distell Shareholders with Own-name Registrations
whose Forms of Acceptance and Transfer (blue) and Election, Surrender and Transfer (green), respectively,
have not been fully completed in accordance with the instructions contained therein and/or thereafter returned
to the Transfer Secretaries by no later than 12h00 on the Election Record Date will be deemed to have accepted
the Capevin Offer and elected the Newco Cash Only Option, respectively.

5. Distell Shareholders should note that the Distell Ordinary Shares will be suspended from trade and its
Register locked for a period of approximately 29 Business Days, expected to commence on Wednesday,
20 July 2022, and until either the Scheme becomes Operative and is implemented or an announcement
is released by Distell advising that the Scheme has failed and the suspension will be lifted, as applicable.
It will also not be possible to trade Distell B Shares during this period. Settlement of the Scheme will
occur on the Scheme Implementation Date (approximately 29 Business Days after the suspension of
the Distell Shares). No on or off market trade in Distell Shares will be permitted in this period. Please
see note 6 below for further detail.

6. Distell Shareholders are advised that the reason for the lengthy period during which the Distell Shares will be
suspended from trade and before the Scheme is settled is due to the time required to procure the fulfilment of
the Scheme Conditions which are required to be fulfilled or, if applicable, waived after the Threshold Conditions
are fulfilled, namely the Certification Scheme Conditions and the PST Scheme Conditions. In respect of the
PST Scheme Conditions, it is necessary to adhere to certain timing requirements in terms of applicable Laws
including in particular section 42 of the Income Tax Act.

7. Certificated Distell Shareholders and Dematerialised Distell Shareholders are referred to the “Action Required
by Distell Shareholders” section commencing on page 8 of the Distell Circular for further information regarding
proxies, voting and the making of elections in relation to the Scheme.

8. The Newco Fixed Ratio Option is the election by a Scheme Participant to receive a combination of the Newco
Share Consideration in respect of 58% of their Scheme Ordinary Shares (or if such calculated number is not a
whole number, same shall be rounded down to the nearest whole number) and, if applicable, a corresponding
number of linked Scheme B Shares and the Newco Cash Consideration in respect of the remaining 42% of their
Scheme Ordinary Shares (or if such calculated number is not a whole number, same shall be rounded up to the
nearest whole number) and, if applicable, a corresponding number of linked Scheme B Shares.

9. The timetable is based on receiving all competition approvals by 30 June 2022. If competition approvals are
received before or after this date, the timetable will be affected and Distell Shareholders will be advised
accordingly.

4. Foreign Distell shareholders

4.1 It is the responsibility of any Foreign Distell Shareholders, namely those who are not resident in the Common
Monetary Area (i.e. South Africa, Lesotho, Namibia or Eswatini) for purposes of the Exchange Control Regulations,
who receive the Distell Circular and Newco Prospectus and/or who wish to receive Capevin Ordinary Shares and/or
Newco Shares in terms of the Scheme, to satisfy themselves as to the full observance of the Laws of any applicable
jurisdiction concerning the receipt by them of the Distell Circular and Newco Prospectus and, if applicable, the
Capevin Distribution and/or the receipt, or election to receive, the Newco Share Consideration, including obtaining
any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or
other taxes due in such other jurisdictions.
4.2 Such Foreign Distell Shareholders should take note of the provisions of the Distell Circular and Newco Prospectus
regarding the Scheme, their shareholding in Distell and their receipt of Capevin Ordinary Shares and/or Newco
Shares in this regard including in particular, but without limitation, that such Foreign Distell Shareholders are
required to advise Distell of all filings or regulatory obligations with which Distell or Newco may be required to
comply in such jurisdictions in relation to the Scheme and that such Foreign Distell Shareholders will be deemed
to have (i) rejected the Capevin Offer and (ii) elected the Newco Cash Only Option unless they provide the Transfer
Secretaries with proof, satisfactory to the Distell Board, by no later than the Election Record Date that they are
validly and lawfully entitled to receive Capevin Ordinary Shares and/or Newco Shares, as applicable. Distell,
Heineken and Newco and their respective boards of directors and advisers accept no responsibility for the failure
by a Distell Shareholder to inform itself about, or to observe, any applicable legal requirements in any relevant
jurisdiction, nor for any failure by Distell or Newco to observe the requirements of any jurisdiction.
4.3 It may be difficult for a Foreign Distell Shareholder to enforce its rights and any claim it may have arising under US
or other foreign securities Laws, since Distell is located in South Africa. Such Foreign Distell Shareholder may not
be able to sue Distell or its officers or directors in a foreign court, including South African courts, for violations of
US securities Laws. It may be difficult to compel Distell or a member of the Distell Group to subject itself to a US
court’s judgment.
4.4 The Scheme is proposed solely as set out in the Distell Circular and is governed by the laws of South Africa and is
subject to any applicable Laws and regulations, including the Exchange Control Regulations. The Scheme is not
being proposed in any jurisdiction in which it is unlawful to propose such a distribution in specie or scheme of
arrangement.
4.5 Any Distell Shareholder who is in doubt as to their position, including, without limitation, their tax status, should
consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

5. Independent expert report and recommendations

5.1 As set out in the Firm Intention Announcement, the Distell Independent Board appointed BDO Corporate Finance
Proprietary Limited as the Independent Expert to provide the Distell Independent Board with external advice in
relation to the Scheme in the form of a fair and reasonable opinion, as required by and in compliance with the
Companies Act and Companies Regulations. In addition, for purposes of enabling the Independent Expert to
consider and opine on the Newco Shares’ value and price, Heineken and Newco provided the Independent Expert
and the Distell Independent Board with relevant information, as agreed between them, concerning Newco,
Heineken SA, HSAEC, NIH and NBL.
5.2 Having considered inter alia the terms and conditions of the Scheme and the Newco Shares’ value and price, the
Distell Independent Expert is of the opinion that the terms and conditions of the Scheme are fair and reasonable to
Distell Shareholders, subject to the assumptions and qualifications set out in the Independent Expert Report. The
full text of the Independent Expert Report is attached to the Distell Circular.
5.3 The Distell Independent Board has given careful consideration to and taken cognisance of the terms of the Scheme
and the Independent Expert Report, and is unanimously of the opinion that the terms of the Scheme and the
consideration payable in terms thereof are fair and reasonable to Distell Shareholders. Accordingly, the Distell
Independent Board unanimously recommends that Distell Shareholders vote in favour of the Scheme.

6. Pro Forma Financial Information of the Capevin Group

6.1 The tables below set out the pro forma financial effects of the Pre-Scheme Transactions and the Scheme on Distell
Shareholder/s and/or Scheme Participants and have been prepared for illustrative purposes only, in order to enable
Distell Shareholder/s and/or Scheme Participants to assess the impact of the Pre-Scheme Transactions and the
Scheme and the various elections and outcomes as a consequence of the Scheme, which are available to Distell
Shareholder/s and/or Scheme Participants under the Scheme. The options are summarised in paragraph 15.10.1
of the Distell Circular, being:
6.1.1 an all cash option (being the acceptance (or deemed acceptance) of the Capevin Offer with consequent
receipt of the Capevin Cash Consideration and the election (or deemed election) of the Newco Cash Only
Option);
6.1.2 an all equity option (being the rejection of the Capevin Offer with consequent receipt of the Capevin
Ordinary Shares and the election of the Newco Share Only Option);
6.1.3 the rejection of the Capevin Offer (with consequent receipt of the Capevin Ordinary Shares) and the
election of Newco Cash Only Option;
6.1.4 the acceptance of the Capevin Offer (with consequent receipt of the Capevin Cash Consideration) and
the election of the Newco Share Only Option;
6.1.5 the rejection of the Capevin Offer (with consequent receipt of the Capevin Ordinary Shares) and the
election of the Newco Fixed Ratio Option; and
6.1.6 the acceptance of the Capevin Offer (with consequent receipt of the Capevin Cash Consideration) and
the election of the Newco Fixed Ratio Option.
6.2 The pro forma financial effects set out below are the responsibility of the Distell Directors. Their responsibility
includes determining that the pro forma financial effects have been properly compiled on the basis stated, and that
the pro forma adjustments are appropriate for purposes of the pro forma financial information disclosed pursuant
to the Companies Regulations and JSE Listings Requirements. The Independent Reporting Accountant’s
assurance report in respect thereof is contained in Annexure 20 of the Distell Circular.
6.3 Because of their nature, the pro forma financial effects may not give a fair presentation of a Distell Shareholder
and/or Scheme Participant’s financial position and performance after the Pre-Scheme Transactions and the
Scheme have been implemented.

Table 1: All cash option (being the acceptance (or deemed acceptance) of the Capevin Offer with consequent receipt
of the Capevin Cash Consideration and the election (or deemed election) of the Newco Cash Only Option)

Pro forma after Pre-Scheme Transactions and the
Scheme(2)
Distell Newco Capevin Cash Newco Cash % Change
Before Cash Only Consideration Only Option
Option and Capevin
Cash
Consideration
1 3.2, 4.2.1 3.2, 4.3.1

Earnings per ordinary share (cents)
– basic earnings basis 880.6 594.0 54.0 648.0 -26%
– diluted earnings basis 877.8 594.0 54.0 648.0 -26%
– headline basis 769.6 594.0 54.0 648.0 -16%
– diluted headline basis 767.1 594.0 54.0 648.0 -16%
Net asset value per share (cents) 5,865.9 16,500.0 1,500.0 18,000.0 >100%
Net tangible asset value per share 4,932.4 16,500.0 1,500.0 18,000.0 >100%
(cents)
Per share performance:
Issued number of ordinary shares 223,102.4 – – –
(‘000)
Weighted average number of ordinary 219,840.5 – – –
shares (‘000)
Weighted average number of ordinary 220,543.0 – – –
shares for diluted earnings (‘000)

Table 2: All equity option (being the rejection of the Capevin Offer with consequent receipt of the Capevin Ordinary
Shares and the election of the Newco Share Only Option)

Pro forma after Pre-Scheme Transactions and the
Scheme(2)
Distell Newco Capevin Newco Share %
Before Share Only Ordinary Only Option Change
Option Shares and Capevin
Ordinary
Shares
1 3.3.1, 4.4 3.3.2, 4.5

Earnings per ordinary share (cents)
– basic earnings basis 880.6 (247.0) (294.9) (541.9) >-100%
– diluted earnings basis 877.8 (247.0) (294.9) (541.9) >-100%
– headline basis 769.6 (297.0) (45.5) (342.5) >-100%
– diluted headline basis 767.1 (297.0) (45.5) (342.5) >-100%
Net asset value per share (cents) 5,865.9 11,221.0 1,320.8 12,541.8 >100%
Net tangible asset value per share 4,932.4 2,043.0 889.2 2,932.2 -41%
(cents)
Per share performance:
Issued number of ordinary shares 223,102.4 401,438.3 222,756.7
(‘000)
Weighted average number of ordinary 219,840.5 401,438.3 222,756.7
shares (‘000)
Weighted average number of ordinary 220,543.0 401,438.3 222,756.7
shares for diluted earnings (‘000)

Table 3: Rejection of the Capevin Offer (with consequent receipt of the Capevin Ordinary Shares) and the election of
Newco Cash Only Option

Pro forma after Pre-Scheme Transactions and the
Scheme(2)
Distell Newco Capevin Newco Cash %
Before Cash Only Ordinary Only Option Change
Option Shares and Capevin
Ordinary
Shares
1 3.2, 4.2.1 3.3.2, 4.5

Earnings per ordinary share (cents)
– basic earnings basis 880.6 594.0 (294.9) 299.1 -66%
– diluted earnings basis 877.8 594.0 (294.9) 299.1 -66%
– headline basis 769.6 594.0 (45.5) 548.5 -29%
– diluted headline basis 767.1 594.0 (45.5) 548.5 -28%
Net asset value per share (cents) 5,865.9 16,500.0 1,320.8 17,820.8 >100%
Net tangible asset value per share 4,932.4 16,500.0 889.2 17,389.2 >100%
(cents)
Per share performance:
Issued number of ordinary shares 223,102.4 – 222,756.7
(‘000)
Weighted average number of ordinary 219,840.5 – 222,756.7
shares (‘000)
Weighted average number of ordinary 220,543.0 – 222,756.7
shares for diluted earnings (‘000)

Table 4: Acceptance of the Capevin Offer (with consequent receipt of the Capevin Cash Consideration) and the election
of the Newco Share Only Option

Pro forma after Pre-Scheme Transactions and the
Scheme(2)
Distell Newco Capevin Cash Newco Share %
Before Share Only Consideration Only Option Change
Option and Capevin
Cash
Consideration
1 3.3.1, 4.4 3.2, 4.3.1

Earnings per ordinary share (cents)
– basic earnings basis 880.6 (247.0) 54.0 (193.0) >-100%
– diluted earnings basis 877.8 (247.0) 54.0 (193.0) >-100%
– headline basis 769.6 (297.0) 54.0 (243.0) >-100%
– diluted headline basis 767.1 (297.0) 54.0 (243.0) >-100%
Net asset value per share (cents) 5,865.9 11,221.0 1,500.0 12,721.0 >100%
Net tangible asset value per share 4,932.4 2,043.0 1,500.0 3,543.0 -28%
(cents)
Per share performance:
Issued number of ordinary shares 223,102.4 401,438.3 –
(‘000)
Weighted average number of ordinary 219,840.5 401,438.3 –
shares (‘000)
Weighted average number of ordinary 220,543.0 401,438.3 –
shares for diluted earnings (‘000)

Table 5: Rejection of the Capevin Offer (with consequent receipt of the Capevin Ordinary Shares) and the election of
the Newco Fixed Ratio Option

Pro forma after Pre-Scheme Transactions and the
Scheme(2)
Newco Fixed Ratio
Option
Distell Newco Newco Capevin Newco %
Before Cash Only Share Ordinary Fixed Change
Option Only Shares Ratio
(42%) Option Option
(58%) and
Capevin
Ordinary
Shares
1 3.2, 4.2.2 3.3.1, 4.4 3.3.2, 4.5

Earnings per ordinary share (cents)
– basic earnings basis 880.6 249.5 (143.3) (294.9) (188.7) >-100%
– diluted earnings basis 877.8 249.5 (143.3) (294.9) (188.7) >-100%
– headline basis 769.6 249.5 (172.3) (45.5) 31.8 -96%
– diluted headline basis 767.1 249.5 (172.3) (45.5) 31.8 -96%
Net asset value per share (cents) 5,865.9 6,930.0 6,508.2 1,320.8 14,759.0 >100%
Net tangible asset value per share 4,932.4 6,930.0 1,184.9 889.2 9,004.2 83%
(cents)
Per share performance:
Issued number of ordinary shares 223,102.4 – 401,438.3 222,756.7
(‘000)
Weighted average number of ordinary 219,840.5 – 401,438.3 222,756.7
shares (‘000)
Weighted average number of ordinary 220,543.0 – 401,438.3 222,756.7
shares for diluted earnings (‘000)

Table 6: Acceptance of the Capevin Offer (with consequent receipt of the Capevin Cash Consideration) and the election
of the Newco Fixed Ratio Option

Pro forma after Pre-Scheme Transactions and the
Scheme(2)
Newco Fixed Ratio
Option
Distell Newco Newco Capevin Newco %
Before Cash Only Share Cash Fixed Change
Option Only Conside Ratio
(42%) Option ration Option
(58%) and
Capevin
Cash
Conside
ration
1 3.2, 4.2.2 3.3.1, 4.4 3.2, 4.3.1

Earnings per ordinary share (cents)
– basic earnings basis 880.6 249.5 (143.3) 54.0 160.2 -82%
– diluted earnings basis 877.8 249.5 (143.3) 54.0 160.2 -82%
– headline basis 769.6 249.5 (172.3) 54.0 131.2 -83%
– diluted headline basis 767.1 249.5 (172.3) 54.0 131.2 -83%
Net asset value per share (cents) 5,865.9 6,930.0 6,508.2 1,500.0 14,938.2 >100%
Net tangible asset value per share 4,932.4 6,930.0 1,184.9 1,500.0 9,614.9 95%
(cents)
Per share performance:
Issued number of ordinary shares 223,102.4 – 401,438.3 –
(‘000)
Weighted average number of ordinary 219,840.5 – 401,438.3 –
shares (‘000)
Weighted average number of ordinary 220,543.0 – 401,438.3 –
shares for diluted earnings (‘000)

Notes to the pro forma financial effects on Distell Shareholder/s and/or Scheme Participants
1. Based on the published audited results of Distell for the year ended 30 June 2021.

2. The ‘Pro forma after Pre-Scheme Transactions and the Scheme’ reflects the effects of the Pre-Scheme
Transactions and the Scheme on a Distell Shareholder/s and/or Scheme Participants and excludes the impact
of the Newco Capital Raise, the potential disposal of the Strongbow business and the Distell Namibia
Transaction.

3. The pro forma financial effects on basic earnings, diluted earnings, headline earnings and diluted headline
earnings are based on the following principal assumptions:

3.1. the Pre-Scheme Transactions and the Scheme were effective and implemented on 1 July 2020;

3.2. for purposes of illustrating the pro forma financial effects of the Newco Cash Only Option, the cash
component of the Newco Fixed Ratio Option (i.e. 42%) and Capevin Cash Consideration, it was assumed
Distell Shareholder/s earn an after tax yield of 3.6% on the cash consideration; and

3.3. for purposes of illustrating the pro forma financial effects of:

3.3.1. the Newco Share Only Option and the share component of the Newco Fixed Ratio Option (i.e. 58%),
the pro forma financial effects have been derived from the Newco Group Pro Forma Financial
Information as set out in Annexure 22 of the Distell Circular multiplied by the Newco Entitlement Ratio
of 1:1 (i.e. 1 Newco Share for every 1 Scheme Ordinary Share held by a Scheme Participant on the
Election Record Date, subject to the Distell DC Breach Adjustment); and

3.3.2. the rejection of the Capevin Offer (with consequent receipt of the Capevin Ordinary Shares), the pro
forma financial effects have been derived from the Capevin Group Pro Forma Financial Information as
set out in Annexure 19 of the Distell Circular multiplied by the Capevin Entitlement Ratio of 1:1 (i.e. 1
Capevin Ordinary Share for every 1 Scheme Ordinary Share held by a Scheme Participant on the
Election Record Date).

4. The pro forma financial effects on net asset value and tangible net asset value are based on the following
principal assumptions:

4.1. the Pre-Scheme Transactions and the Scheme were effective and implemented on 30 June 2021;

4.2. for purposes of illustrating the pro forma financial effects of the cash consideration payable by Newco:

4.2.1. R165.00 per Scheme Ordinary Share, based on the Newco Cash Only Option; and

4.2.2. R69.30 per Scheme Ordinary Share, based on the Newco Fixed Ratio Option (i.e. 42%);

4.3 for purposes of illustrating the pro forma financial effects of the cash consideration payable by Heineken:

4.3.1. R15.00 per Capevin Ordinary Share, based on the Capevin Cash Consideration;

4.4. for purposes of illustrating the pro forma financial effects of the Newco Share Only Option and the share
component of the Newco Fixed Ratio Option (i.e. 58%), the pro forma financial effects have been derived
from the Newco Group Pro Forma Financial Information as set out in Annexure 22 of the Distell Circular
multiplied by the Newco Entitlement Ratio of 1:1, as explained in note 3.3.1 above; and

4.5 for purposes of illustrating the pro forma financial effects of the rejection of the Capevin Offer (with
consequent receipt of the Capevin Ordinary Shares), the pro forma financial effects have been derived from
the Capevin Group Pro Forma Financial Information as set out in Annexure 19 of the Distell Circular
multiplied by the Capevin Entitlement Ratio of 1:1 (i.e. 1 Capevin Ordinary Share for every 1 Scheme
Ordinary Share held by a Scheme Participant on the Election Record Date).

7. Pro Forma Financial Information of the Newco Group

7.1 Newco Capital Raise

7.1.1 As detailed in paragraph 13 of the Distell Circular, Distell Full Reinvestment Shareholders are required to
elect whether or not they wish to subscribe for additional Newco Shares after implementation of the
Scheme, should Newco require additional capital in the circumstances detailed in paragraph 13.2.1 of the
Distell Circular. Distell Shareholders should note that the Newco Group Pro Forma Financial Information
presented in Annexure 22 to the Distell Circular excludes the impact of the Newco Capital Raise. The
impact on the Newco Share Only Option, should the Newco Capital Raise be implemented and therefore
be considered in the Newco Group Pro Forma Financial Information, is illustrated in the table below.

Newco Share Newco Share % change
Only Option Only Option
after Newco
Capital Raise
1 2 (1/2)

Earnings per ordinary share (cents)
– basic earnings basis (247.0) (329.0) -33.2%
– diluted earnings basis (247.0) (329.0) -33.2%
– headline basis (297.0) (382.0) -28.6%
– diluted headline basis (297.0) (382.0) -28.6%
Net asset value per share (cents) 11,221.0 11,229.0 0.1%
Net tangible asset value per share (cents) 2,043.0 1,514.0 -25.9%
Per share performance: –
Issued number of ordinary shares (‘000) 401,438.3 379,270.4
Weighted average number of ordinary shares (‘000) 401,438.3 379,270.4
Weighted average number of ordinary shares for diluted 401,438.3 379,270.4
earnings (‘000)

Notes
1. The pro forma financial effects have been extracted from the Newco Group Pro Forma Financial Information as
set out in Annexure 22 of the Distell Circular.

2. The pro forma financial effects have been extracted from the Newco Group Pro Forma Financial Information as
set out in Annexure 22 of the Distell Circular.

7.2 Subsequent events disclosed in the Newco Group Pro Forma Financial Information

7.2.1 As detailed in Section 4 Paragraph 1 of the Newco Prospectus, the Strongbow business currently
conducted by Heineken (“Strongbow”) may be disposed of subsequent to the implementation of the
Transaction. Distell Shareholders should note that the Newco Group Pro Forma Financial Information
presented in Annexure 22 of the Distell Circular includes Strongbow. The impact on the Newco Share
Only Option and Newco Fixed Ratio Option, should the Strongbow business be disposed of and therefore
excluded from the Newco Group Pro Forma Financial Information, is illustrated in the tables below.
7.2.2 Furthermore, as detailed in paragraph 39 of the Distell Circular and Section 1 Paragraph 3.2 of the Newco
Prospectus, the Distell Namibia Transaction may become unconditional prior to the implementation of the
Transaction. Distell Shareholders should note that the Newco Group Pro Forma Financial Information
presented in Annexure 22 of the Distell Circular excludes the impact of the Distell Namibia Transaction.
The impact on the Newco Share Only Option and Newco Fixed Ratio Option, should the Distell Namibia
Transaction become unconditional and therefore be considered in the Newco Group Pro Forma Financial
Information, is illustrated in the tables below.
7.2.3 The pro forma financial effect of the subsequent events is presented below in order to provide Distell
Shareholders with sufficient information for decision making purposes.

Newco Newco % Newco % Newco %
Share Share change Share Only change Share Only change
Only Only Option after Option after
Option Option Distell excluding
after Namibia Strongbow
excluding Transaction and the
Strongbow Distell
Namibia
Transaction
1 2 (1/2) 3 (3/1) 4 (4/1)

Earnings per ordinary share
(cents)
– basic earnings basis (247.0) (249.0) 0.8% (257.0) 4.0% (259.0) 4.9%
– diluted earnings basis (247.0) (249.0) 0.8% (257.0) 4.0% (259.0) 4.9%
– headline basis (297.0) (299.0) 0.7% (307.0) 3.4% (309.0) 4.0%
– diluted headline basis (297.0) (299.0) 0.7% (307.0) 3.4% (309.0) 4.0%
Net asset value per share 11,221.0 11,214.0 -0.1% 11,163.0 -0.5% 11,156.0 -0.6%
(cents)
Net tangible asset value per 2,043.0 2,036.0 -0.3% 1,985.0 -2.8% 1,978.0 -3.2%
share (cents)
Per share performance:
Issued number of ordinary 401,438.3 401,438.3 401,438.3 401,438.3
shares (‘000)
Weighted average number of 401,438.3 401,438.3 401,438.3 401,438.3
ordinary shares (‘000)
Weighted average number of 401,438.3 401,438.3 401,438.3 401,438.3
ordinary shares for diluted
earnings (‘000)

Notes
1. The pro forma financial effects have been derived from the Newco Group Pro Forma Financial Information as
set out in Annexure 22 of the Distell Circular.

2. The pro forma financial effects have been derived from the Newco Group Pro Forma Financial Information as
set out in Annexure 22 of the Distell Circular, after excluding Strongbow.

3. The pro forma financial effects have been derived from the Newco Group Pro Forma Financial Information as
set out in Annexure 22 of the Distell Circular after considering the impact of the Distell Namibia Transaction.

4. Relates to the combined impact on the Newco Group Pro Forma Financial Information when excluding
Strongbow and including the impact of the Distell Namibia Transaction.

Newco Newco % Newco % Newco %
Share Share change Share Only change Share Only change
Only Only Option Option after
Option Option (58%) after excluding
(58%) (58%) after Distell Strongbow
excluding Namibia and the
Strongbow Transaction Distell
Namibia
Transaction
1 2 (1/2) 3 (3/1) 4 (4/1)

Earnings per ordinary share
(cents)
– basic earnings basis (143.3) (144.4) 0.8% (149.1) 4.0% (150.2) 4.9%
– diluted earnings basis (143.3) (144.4) 0.8% (149.1) 4.0% (150.2) 4.9%
– headline basis (172.3) (173.4) 0.7% (178.1) 3.4% (179.2) 4.0%
– diluted headline basis (172.3) (173.4) 0.7% (178.1) 3.4% (179.2) 4.0%
Net asset value per share 6,508.2 6,504.1 -0.1% 6,474.5 -0.5% 6,470.5 -0.6%
(cents)
Net tangible asset value per 1,184.9 1,180.9 -0.3% 1,151.3 -2.8% 1,147.2 -3.2%
share (cents)
Per share performance:
Issued number of ordinary 401,438.3 401,438.3 401,438.3 401,438.3
shares (‘000)
Weighted average number of 401,438.3 401,438.3 401,438.3 401,438.3
ordinary shares (‘000)
Weighted average number of 401,438.3 401,438.3 401,438.3 401,438.3
ordinary shares for diluted
earnings (‘000)

Notes
1. The pro forma financial effects have been derived from the Newco Group Pro Forma Financial Information as
set out in Annexure 22 of the Distell Circular, adjusted for the Newco Fixed Ratio Option.

2. The pro forma financial effects have been derived from the Newco Group Pro Forma Financial Information as
set out in Annexure 22 of the Distell Circular, after excluding Strongbow, adjusted for the Newco Fixed Ratio
Option.

3. The pro forma financial effects have been derived from the Newco Pro Forma Financial Information as set out
in Annexure 22 of the Distell Circular after considering the impact of the Distell Namibia Transaction, adjusted
for the Newco Fixed Ratio Option.

4. Relates to the combined impact on the pro forma financial effects of Newco when excluding Strongbow and
including the impact of the Distell Namibia Transaction, adjusted for the Newco Fixed Ratio Option.

8. Responsibility statement

The Distell Independent Board and the Distell Board accepts responsibility for the information contained in this
announcement as it relates to Distell and confirms that, to the best of its knowledge and belief, such information
relating to Distell is true and that this announcement does not omit anything likely to affect the importance of the
information.

The Newco Board accepts responsibility for the information contained in this announcement as it relates to Newco
and confirms that, to the best of its knowledge and belief, such information relating to Newco is true and that this
announcement does not omit anything likely to affect the importance of the information.

The Heineken Board accepts responsibility for the information contained in this announcement as it relates to
Heineken and its Subsidiaries and confirms that, to the best of its knowledge and belief, such information relating
to Heineken and its Subsidiaries is true and that this announcement does not omit anything likely to affect the
importance of the information.

9. Withdrawal of cautionary

Distell Shareholders are referred to the further cautionary announcement dated 15 November 2021, and are
advised that, as the requisite pro forma financial information has been disclosed, caution is no longer required to
be exercised when dealing in Distell’s securities.

Stellenbosch
17 January 2022

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

Legal Advisor to Distell
ENSafrica

Date: 17-01-2022 09:00:00
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