Distell top investor awaits SABMiller response to stake sale demand

* Remgro says to consider its rights related to SAB stake sale Remgro reportedly has preemptive right to stake

* Distell says sale will not affect operations (Adds background, context)

By Zimasa Mpemnyama and Martinne Geller

JOHANNESBURG/LONDON, June 1 (Reuters) - Distell's main shareholder Remgro said it would act in the best interests of its own shareholders and those of the South African drinks company in response to the enforced sale of fellow investor SABMiller (Xetra: BRW1.DE - news) 's stake.

South Africa's Competition Commission made one of the conditions for Anheuser-Busch InBev's acquisition of brewer SABMiller for more than $100 billion that SABMiller must sell its 26.4 percent Distell holding, which is worth around $565 million based on its current market value.

Anheuser-Busch InBev's acquisition is set to be approved by the United States later this month, Bloomberg reported on Wednesday.

Investment firm Remgro, which owns 52.8 percent of Distell, said on Wednesday that it would await SABMiller's response "with due consideration to the rights they have". It did not specify what rights it had relating to Distell or any sale of SABMiller's stake, and Reuters was unable to reach the company for clarification.

Late last year Remgro's chief executive told Bloomberg News that it had a pre-emptive right over SABMiller's 26.4 percent holding in Distell, which sells wine, spirits and ciders, and that it would consider exercising it if the price were right.

Bernstein analysts said they believed AB InBev would have disposed of the Distell stake anyway, but did not expect to see it among the merger conditions.

NO MANAGEMENT INVOLVEMENT

Separately Distell said SABMiller's exit would not impact its operations.

"SABMiller does not have any representation on the board of Distell and has never been involved in the management of Distell," the company said in a statement.

Though SABMiller has never elected any members to Distell's board, Bernstein said SABMiller had the right to do so.

Distell sells some products, such as Hunter's cider, that compete in the same space as SABMiller products.

Distell also owns a stake in Tanzania Distilleries Ltd, a unit of SABMiller that sells wine and spirits. It (Other OTC: ITGL - news) is unclear what AB InBev will do with SAB's stake in that business.

Meanwhile, South African Reserve Bank Governor Lesetja Kganyago said Anheuser-Busch InBev's merger with SABMiller was complicated, but would ultimately benefit the country.

"It is a complex transaction and very difficult at this stage to say definitively what the impact is. All that we can tell is that a priori, it is positive for South Africa," he told Reuters on the sidelines of a conference near Cape Town.

Conditions attached to the deal include a binding one that no South African employee be laid off because of the merger, the Competition Commission said on Tuesday.

It said it had recommended to the Competition Tribunal, which has the ultimate say, that the deal be "approved with conditions." Its recommendations are usually upheld. ($1 = 15.6233 rand) (Reporting by Zimasa Mpemnyama and Wendell Roelf; Editing by James Macharia, Alexander Smith and Alexandra Hudson)