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DISTELL GROUP HOLDINGS LIMITED - Result of the Distell general meeting of shareholders
2022/06/27 14:30:00Download PDF Stock report
Result of the Distell general meeting of shareholders
DISTELL GROUP HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 2016/394974/06
Share code: DGH
ISIN: ZAE000248811
(“Distell” or “the Company”)
RESULT OF THE DISTELL GENERAL MEETING OF SHAREHOLDERS
Unless otherwise indicated, capitalised terms in this announcement shall bear the meaning ascribed
thereto in the Distell circular (“Circular”), distributed on Thursday, 26 May 2022.
1. INTRODUCTION
Distell Shareholders are referred to the Distell Scheme Circular distributed to Distell Shareholders on
17 January 2022, regarding the Scheme proposed by the Distell Board to the Distell Shareholders.
Distell Shareholders approved all special and ordinary resolutions required in respect of the Scheme at
the Scheme meeting held on 15 February 2022.
As set out in the Distell Scheme Circular, it is proposed that all Treasury Shares be repurchased by Distell
and Delisted and Cancelled prior to the Scheme Implementation Date.
The General Meeting was held today for the purposes of Distell Shareholders considering and, if deemed
fit, passing, with or without modification, the special and ordinary resolutions contained in the Notice of
General Meeting.
2. RESULT OF THE GENERAL MEETING
The Distell Board is pleased to announce that the special and ordinary resolutions required to give
effect to the Treasury Share Repurchase were approved by the requisite majority of votes at the
General Meeting held today, Monday, 27 June 2022, at 11h00 SAST.
The results of the resolutions are as follows:
Resolutions Votes cast disclosed as a Number of Shares voted Shares abstained
percentage of the total shares voted disclosed as a disclosed as a
number of shares voted percentage of the percentage of the
at the meeting total issued total issued
shares3 shares3
Distell Ordinary Distell Ordinary Distell Ordinary
Shares (“Ord”) Shares (“Ord”) Shares (“Ord”)
Distell B Shares (“B”) Distell B Shares Distell B Shares
For Against (“B”) (“B”)
Special Resolution 94,29% Ord 5,71% Ord 169 773 843 76,10% Ord 3,79% Ord
Number 1: Approval of 100,00% B 0,00% B Distell Ordinary 100,00% B 0,00% B
the Treasury Share Shares
Repurchase 124 226 613
Distell B
Shares
Ordinary Resolution 94,29% Ord 5,71% Ord 1 69 773 243 76,10% Ord 3,79% Ord
Number 1: Authorisation 100,00% B 0,00% B Distell Ordinary 0,00% B 0,00% B
of Directors Shares
124 226 613
Distell B
Shares
Notes:
1. Any proxy appointments giving discretion to the Chairman of the General Meeting were voted 'for' the
resolutions and are included in the totals above.
2. A vote 'abstained' is, in accordance with the memorandum of incorporation of Distell, not counted in the
calculation of the votes (either 'for' or 'against” a resolution) and was deemed not to have exercised a vote in
respect of such resolution.
3. As at Friday, 17 June 2022, being the voting record date, the total issued ordinary shares of Distell is
223 102 356 Distell Ordinary Shares and 124 226 613 Distell B Shares. As at Friday, 17 June 2022, the total votable
ordinary shares on the resolutions, excluding treasury shares, is 222 754 877 Distell Ordinary Shares and
124 226 613 Distell B Shares.
3. REPONSIBILITY STATEMENT
To the extent required by law, the Distell Board, individually and collectively, accepts responsibility for
the information contained in this announcement insofar as it relates to Distell. In addition, the Distell
Board confirms that, to the best of its knowledge and belief, the information contained in this
announcement, as it relates to Distell, is true and correct and, where appropriate, does not omit anything
that is likely to affect the importance of the information contained herein pertaining to Distell and that all
reasonable enquiries to ascertain such information have been made.
Stellenbosch
27 June 2022
Financial Adviser, Merchant Bank and Transaction Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser
ENSafrica
Date: 27-06-2022 02:30:00
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