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The Takeover Special Committee has heard arguments for and against its decision to grant Remgro a waiver.
The Takeover Special Committee has heard arguments for and against its decision to grant Remgro a waiver.

Distell restructuring decision expected this week


By Ann Crotty - Jan 16th 2018, 12:51

The Takeover Special Committee is expected to announce its decision on whether or not to give the Distell restructuring the go-ahead later this week.

At a review hearing last Thursday, the committee heard arguments for and against its decision to grant Remgro a waiver of its obligation to make an offer to minority shareholders in Distell.

The hearing followed an appeal of the waiver decision by shareholder activist Albie Cilliers, who was unhappy about the terms and conditions of the restructuring and contended that the Takeover Regulation Panel did not have the authority to grant the waiver.

Basil Mashabane, legal counsel for the panel, said it would take the committee a few days to provide a ruling. It was expected sometime this week.

"The panel will immediately communicate with the parties once an outcome is released," said Mashabane.

The unprecedented challenge of the panel’s waiver decision is the latest development in the eight-year restructuring of the cumbersome pyramid structure, which gave Remgro effective control over liquor group Distell. In October 2017, Distell shareholders voted overwhelmingly in favour of collapsing the decades-old control structure, which had originally involved Remgro, CapeVin and South African Breweries (SAB).

Moves to undo the control structure commenced eight years ago but moved towards finalisation only after SAB sold its 26% Distell stake to the Public Investment Corporation following the SABMiller merger with Anheuser-Busch InBev back in 2016.

Although the vast majority of Distell shareholders backed the restructuring, Cilliers objected to Remgro assuming 56% of the voting rights with just 31.4% of the economic interest.

Cilliers lodged the challenge against the waiver on the grounds that the Companies Regulations do not provide the authority for the panel to grant such a waiver. He contends Distell does not have the percentage of independent shareholders required by the regulations.

After last week’s hearing, Cilliers, who has decided to abandon the appraisal rights he initially sought, said he welcomed the opportunity to challenge the panel’s unique decision, but feared that as a small investor, he stood little chance against the might of the legal and regulatory establishment.

"The establishment has one interpretation of the regulations, I have a different one," said Cilliers, who noted the chair of the committee had written the guidelines to the regulations.

Read more about: remgro | lquor news | distell

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