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Distell releases details of the proposed R38.5bn Heineken takeover of the local liquor group

At a centuries-old vineyard overlooked by South Africa’s Drakenstein mountain, the country’s biggest single wine exporter Distell is battling a problem of plenty. Photo: Supplied

At a centuries-old vineyard overlooked by South Africa’s Drakenstein mountain, the country’s biggest single wine exporter Distell is battling a problem of plenty. Photo: Supplied

Published Jan 18, 2022

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DISTELL’S shares will be suspended on the JSE on July 20 and delisted on September 6 upon the conclusion of a scheme to enable international brewer Heineken International to make a €2.2 billion (R38.53bn) offer for the local liquor group.

Distell, which owns brands like Nederburg, JC le Roux, Klipdrift, Amarula, Savanna and Hunters Dry, and which sells wines on every continent and is the world’s second-largest cider producer, provided its shareholders details of the proposed Heineken transaction in a circular and prospectus that was released yesterday. Distell shareholders will vote on the transaction on February 15 at a general meeting.

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The deal is one of the biggest foreign investments into South Africa in recent times and will see Heineken offer R180 a share, which values Distell’s business at R40.1bn.

The share price traded 0.36 percent higher at R170.62 yesterday afternoon on the JSE, putting the market’s current value of the company at R37.93bn.

Although there were reports that some shareholders expected a bigger premium, the share price, undoubtedly pushed by the Heineken offer, has risen by 81 percent over 12 months.

The offer price represents a 35 and 53 percent premium to 30-day and 90-day average share prices to May 17, 2021, the day before the date on which Distell first issued a cautionary announcement relating to the transaction. The offer will split Distell into two businesses: Distell’s cider and other ready-to-drink beverages as well as spirits and wine brands will form a new business (Newco), which will be combined with Heineken’s southern African business and the Dutch group’s interest in Namibia Breweries Limited (NBL), which owns Windhoek and Tafel.

Remgro, which owns around 30 percent of Distell, will vote in favour of Heineken’s deal. The Public Investment Corporation, which manages the state pension fund investments, holds a 29.92 percent stake. Distell’s remaining assets, including its Scotch whisky and gin business will be housed in Capevin, where Remgro plans to retain its controlling shareholding by not accepting the cash offer for Capevin shares, in the proposed transaction.

Fees for a deal this size are considerable, and were estimated at R128.55 million, of which the biggest amount went to the transaction adviser and transaction co-ordinator, RMB (R64.7m), the legal adviser, ENSafrica (R21.44m) and the commercial adviser, Boston Consultants and independent consultants (R23.11m).

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The aim is to combine Distell’s cider, ready-to-drink beverages, and spirits and wine business with Heineken’s interests in southern Africa, including Namibia, and select export markets in East Africa, to create “a world-class, unlisted, southern African focused, alcoholic beverages entity with a leading international beer and cider portfolio,” in southern Africa.

Heineken and Distell said that to boost economic transformation, they intended to enhance the empowerment ownership of the enlarged business post completion of the transaction.

Distell said Capevin’s portfolio of Scotch whisky distilleries, including Bunnahabhain, Deanston, Ledaig, Tobermory, as well as the Scottish Leader and Black Bottle blended Scotch whisky brands, were well placed to continue their strong growth momentum in line with forecasts of good growth in the global single malt whisky category.

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Capevin would have a strong route-to-market platform, especially in the UK and Taiwan.

Capevin’s Gordon’s Gin business, operated under licence from Diageo, is the largest brand in the gin segment in the South African market.

[email protected]

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