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.
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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. - 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 | 169 773 243 | 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:
- Any proxy appointments giving discretion to the Chairman of the General Meeting were voted "for" the resolutions and are included in the totals above.
- 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.
- 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
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Distell Group Holdings Limited published this content on 27 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2022 12:54:03 UTC.