| Fri 8 Jun 2012, 13:01 | | CVI/CVH - Capevin Investments/Capevin Holdings - Fulfilment of Firm Intention |
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JSE CVI
CVH CVI
CVI/CVH - Capevin Investments/Capevin Holdings - Fulfilment of Firm Intention
Offer Condition, Posting of Circular, Notice of General Meeting and Abridged
Pre-Listing Statement of CVH
Capevin Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1979/007263/06
Share Code: CVI
ISIN Code: ZAE000136446
("Capevin Investments" or "CVI")
Capevin Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1997/020857/06
("Capevin Holdings" or "CVH")
FULFILMENT OF FIRM INTENTION OFFER CONDITION, POSTING OF CIRCULAR, NOTICE OF
GENERAL MEETING AND ABRIDGED PRE-LISTING STATEMENT OF CVH
FULFILMENT OF FIRM INTENTION OFFER CONDITION
Shareholders are referred to the joint announcement by CVH and CVI published
on SENS on 4 April 2012 ("the Announcement") regarding the firm intention of
CVH to make an offer to acquire all the ordinary shares in CVI, not already
held by CVH, by way of a scheme of arrangement ("Scheme").
The Announcement indicated that the posting of the circular to CVI
shareholders, other than CVH, in relation to the Scheme ("Circular") was
subject to the fulfilment of the condition that, by no later than 30 June
2012, all requisite approvals be received from the JSE Limited ("JSE"), the
Takeover Regulation Panel ("Takeover Panel") and the Financial Surveillance
Department of the South African Reserve Bank for the posting of the Circular,
to the extent required ("Firm Intention Offer Condition").
Shareholders are hereby advised that the aforesaid Firm Intention Offer
Condition has now been fulfilled.
POSTING OF CIRCULAR
CVI shareholders and CVH shareholders are hereby advised that the Circular,
containing details of the Scheme, will be posted to both CVI shareholders and
CVH shareholders today, 8 June 2012. The Circular incorporates a notice
convening a general meeting of CVI shareholders for purposes of approving the
Scheme. The Circular also incorporates a pre-listing statement ("the Pre-
Listing Statement") in respect of the listing of the entire issued share
capital of CVH on the JSE.
The Circular, including the Pre-Listing Statement, will be available on the
website www.capevin.com.
CVI shareholders are advised to review the Circular for the full terms and
conditions of the Scheme.
NOTICE OF GENERAL MEETING OF CVI SHAREHOLDERS
Notice is hereby given that a general meeting of CVI shareholders will be held
at 10h00 on Tuesday, 10 July 2012 at 1st Floor, Ou Kollege, 35 Kerk Street,
Stellenbosch ("General Meeting") for the purpose of considering and, if deemed
fit, passing with or without modification, the resolution set out in the
notice of the General Meeting included in the Circular.
IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The important dates and times relating to the Scheme are set out below.
Capitalised terms used in the important dates and times and in the notes
thereto and that are not otherwise defined, bear the meanings ascribed to them
in the Circular.
2012
Circular posted to Shareholders and notice Friday, 8 June
convening the General Meeting released on
SENS on
Notice convening the General Meeting Monday, 11 June
published in the South African press on
Last day to trade CVI Shares in order to Friday, 22 June
be recorded in the Register on the Scheme
Voting Record Date on
Scheme Voting Record Date being 17h00 on Friday, 29 June
Proxy forms to be lodged at Transfer Monday, 9 July
Secretaries by 10h00 on
Last date and time for CVI Shareholders to Tuesday, 10 July
give notice to CVI objecting to the
special resolution approving the Scheme
for purposes of the Appraisal Rights by
10h00 on
General Meeting to be held at 10h00 on Tuesday, 10 July
Results of General Meeting released on Tuesday, 10 July
SENS on
Results of General Meeting published in Wednesday, 11 July
the South African press on
Last date for CVI Shareholders to require Tuesday, 17 July
CVI to seek court approval for the Scheme
on
Last date for CVI Shareholders to apply to Tuesday, 24 July
court for leave to apply for a review of
the Scheme on
Last date for CVI to send objecting CVI Tuesday, 24 July
Shareholders notices of the adoption of
the special resolution approving the
Scheme on
Finalisation Date expected to be on Wednesday, 25 July
Finalisation Date announcement expected to Wednesday, 25 July
be released on SENS on
Finalisation Date announcement expected to Thursday, 26 July
be published in the South African press on
Scheme LDT expected to be on Thursday, 2 August
Suspension of listing of CVI Shares at the Friday, 3 August
commencement of trade on the JSE expected
to be on
Expected listing of CVH Shares (including Friday, 3 August
Scheme Consideration) on the JSE at the
commencement of trade on
Scheme Consideration Record Date to be Friday, 10 August
recorded in the Register in order to
receive the Scheme Consideration expected
to be on or about
Expected Operative Date of the Scheme on Monday, 13 August
Settlement of the Scheme Consideration Monday, 13 August
expected to take place on
Expected termination of listing of CVI Monday, 13 August
Shares on the JSE at the commencement of
trade on or about
Notes:
1. The above dates and times are subject to such changes as may be agreed to
by CVI and CVH and approved by the JSE and/or the Takeover Panel, if
required. If the Conditions Precedent are not met by Wednesday, 25 July
2012, an updated timetable will be released on SENS and published in the
South African press.
2. Shareholders should note that, as trade in CVI Shares on the JSE is
settled through Strate, settlement of trades takes place five Business
Days after the date of such trades. Therefore, Shareholders who acquire
Shares on the JSE after the last day to trade in CVI Shares in order to
be recorded in the Register on the Scheme Voting Record Date will not be
entitled to vote at the General Meeting.
3. CVI Shareholders who wish to exercise their Appraisal Rights are referred
to Annexure 13 to the Circular for purposes of determining the relevant
timing for the exercise of their Appraisal Rights.
4. Dematerialised Shareholders, other than those with "own-name"
registration, must provide their CSDP or Broker with their instructions
for voting at the General Meeting by the cut-off time and date stipulated
by their CSDP or Broker in terms of their respective Custody Agreements.
5. No Dematerialisation or re-materialisation of Shares may take place from
the Business Day following the Scheme LDT.
6. If the General Meeting is adjourned or postponed, forms of proxy
submitted for the initial General Meeting will remain valid in respect of
any adjournment or postponement of the General Meeting.
7. Although the salient dates and times are stated to be subject to change,
such statement may not be regarded as consent or dispensation for any
change to time periods which may be required in terms of the Companies
Regulations, where applicable, and any such consents or dispensations
must be specifically applied for and granted.
8. All times referred to above and in the Circular are references to South
African time.
ABRIDGED PRE-LISTING STATEMENT OF CVH
This abridged pre-listing statement is not an invitation to the public to
subscribe for shares in CVH, but is issued in compliance with the Listings
Requirements of the JSE for the purpose of providing information to the public
with regard to CVH.
Capitalised terms used below and that are not otherwise defined, bear the
meanings ascribed to them in the Pre-Listing Statement.
BACKGROUND
CVH is a passive investment holding company, having as its only significant
asset an indirect effective interest of 29% (following implementation of the
Scheme) in Distell Limited ("Distell"). CVH was incorporated on 2 December
1997.
RATIONALE FOR LISTING
CVH wishes to simplify the shareholding structure of the CVH Group in order,
inter alia, to clear up confusion in the market between CVH and CVI and to
create more liquidity in the shares of CVH (and effectively of CVI). It is
anticipated that the removal of the CVI layer in the CVH Group structure will
eliminate the discount in the CVH share price, thereby benefitting both CVH
and CVI shareholders.
Due to the nature of certain commercial arrangements to which Distell is a
party, including certain trademark agreements, the retention of CVH as the
ultimate holding company is required to remain in place and therefore CVH
cannot be collapsed into CVI. As such CVH will become the listed entity
following the implementation of the Scheme.
THE SCHEME
The Pre-Listing Statement has been prepared on the assumption that the Scheme
will be approved by CVI shareholders at the general meeting of CVI
shareholders to be held on 10 July 2012 and that the Scheme will become
operative.
OVERVIEW OF CVH
Post-implementation of the Scheme, CVH will hold a 50% interest in Remgro-
Capevin Investments Limited ("RCI"), which in turn holds a 57.9% interest in
Distell, thereby giving CVH an indirect effective interest of 29% in Distell.
It is not contemplated that CVH will make any additional investments.
It is the policy of CVH that all dividends received from its investment in
Distell are, after providing for administration costs, distributed to CVH
shareholders.
CVH`s ability to pay dividends depends upon it receiving dividends from its
underlying indirect investment in Distell. There are no fixed dates for the
payment of dividends by CVH.
RCI DISTRIBUTION
CVI shall, immediately following the implementation of the Scheme and the
delisting of the CVI Shares, distribute its entire interest in RCI to CVH,
prior to CVI being wound up and removed from the CVH Group structure.
LISTING ON JSE
CVI is currently listed on the JSE. The JSE has granted CVH a listing by way
of introduction of all its issued ordinary shares (including the Scheme
Consideration Shares to be issued pursuant to the Scheme) on the JSE under the
abbreviated name "CapevinH", share code "CVH" and ISIN ZAE000167714 with
effect from the commencement of trade on 3 August 2012, which listing will
replace the current listing of CVI. CVH will be listed in the "Distillers &
Vintners" sector.
SHARE CAPITAL
As at the date of the listing, the total authorised ordinary share capital of
CVH will comprise two billion ordinary no par value shares and the issued
share capital of CVH will consist of 447 923 265 ordinary no par value shares.
Upon the issuing of the Scheme Consideration Shares pursuant to the Scheme,
the issued share capital of CVH will be 880 103 265 ordinary no par value
shares. The stated capital of CVH upon the issuing of the Scheme
Consideration Shares will be R2 085 797 000. No CVH Shares are held in
treasury.
CVH DIRECTORS
The full names, ages, business addresses and capacities of the directors of
CVH are provided below:
Full name Age Capacity Business Address
Chris Adriaan 62 Non-executive 1st Floor,
Otto Chairman Ou Kollege,
35 Kerk Street,
Stellenbosch
Johannes Jacobus 37 Non-executive 1st Floor,
Mouton director PSG House,
Alphen Park,
Constantia Main
Road,
Constantia
Arend Egbertus 55 Independent Goedemoed Farm,
van Zyl Botha non-executive Vredendal
director
Jan Jonathan 45 Non-executive 16 Stellentia Ave,
Durand director Millennia Park,
Stellenbosch
Lucas Cornelis 37 Non-executive 16 Stellentia Ave,
Verwey director Millennia Park,
Stellenbosch
Andries Mellet 28 Financial 1st Floor,
director Ou Kollege,
35 Kerk Street,
Stellenbosch
COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-Listing Statement will be available for inspection during
normal office hours from the date of issue of the Pre-Listing Statement up to
the listing date at the registered office of CVH at 1st Floor, Ou Kollege, 35
Kerk Street, Stellenbosch, at the offices of CVH`s transfer secretaries,
Computershare Investor Services (Proprietary) Limited, at Ground Floor, 70
Marshall Street, Johannesburg, 2001, and at the offices of CVH`s sponsor, PSG
Capital (Proprietary) Limited at 1st Floor, Ou Kollege, 35 Kerk Street,
Stellenbosch and 1st Floor, Building 8, Inanda Greens Business Park, 54 Wierda
Road West, Wierda Valley, Sandton.
The Pre-Listing Statement, as incorporated in the Circular, will be available
on the website www.capevin.com.
Stellenbosch
8 June 2012
PSG Capital (Proprietary) Limited: Transaction adviser and sponsor
Sasfin Capital (a division of Sasfin Bank Limited): Lead independent sponsor
Cliffe Dekker Hofmeyr Inc: Transaction attorneys
PricewaterhouseCoopers Inc: Independent Reporting Accountants
Deloitte & Touche: Independent Expert
Date: 08/06/2012 13:01:00 Produced by the JSE SENS Department.
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JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
