Distell Group Limited and Capevin Holdings Limited

Cliffe Dekker Hofmeyr represented Distell, the global-leading, South Africa-based brewing and beverage company; and Capevin, the investment holding company that holds as its sole asset an indirect investment in Distell. 

Our capital markets team advised in the restructuring of Distell's multi-tiered, pyramid-type ownership structure.  The restructure involves a complex set of inter-conditional transaction steps including) the listing of a new company (New Distell) on the JSE; a scheme of arrangement between Distell and its shareholders giving New Distell 47.2 per cent of Distell shares in issue that are held by minority shareholders; a scheme of arrangement between Capevin and its shareholders where New Distell acquires all the shares in Capevin; an asset-for-share transaction where Remgro exchanges its 50 per cent shareholding in RCI for additional shares in Capevin, giving Capevin 100 per cent of RCI and, indirectly, 52.8 per cent in Distell; the delisting of Capevin shares and Distell shares on JSE; and the creation and issue by New Distell of unlisted voting shares to Remgro which ensure that Remgro retains its voting rights in Distell pursuant to the asset-for-share transaction above.  Following the transaction, Distell will become a wholly-owned subsidiary of New Distell.