NUTRITIONAL HOLDINGS LIMITED - Further Announcement on the Disposal of Nutritional Foods (Pty) Ltd and Withdrawal of the Cautionary Announcement

Further Announcement on the Disposal of Nutritional Foods (Pty) Ltd and Withdrawal of the Cautionary Announcement

NUTRITIONAL HOLDINGS LIMITED
(Registration number: 2004/002282/06)
(Incorporated in the Republic of South Africa)
(Share Code: NUT ISIN Code: ZAE000156485)
(“Nutritional Holdings” or “the Company”)

FURTHER ANNOUNCEMENT ON THE DISPOSAL OF NUTRITIONAL FOODS (PTY) LIMITED
(“NUTRITIONAL FOODS”) AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT IN
RESPECT THEREOF

Shareholders are referred to the announcement published on SENS on 19 May 2021
regarding the proposed sale of the shares in and claims against Nutritional Foods to
Mr M Suping, the current CEO of Nutritional Foods, for an amount of R15.2 million (“the
Disposal”). The formal agreement has now been signed between Nutritional Holdings
(“the Seller”) and Mmabakgosi Properties Proprietary Limited, a company associated
with Mr MM Suping (“the Purchaser”) and Nutritional Foods.

The effective date is 30 June 2021. The non-refundable deposit of R250 000 has been
received and the balance of R14 950 000 is payable within 120 days from the effective
date, being the end of October 2021.

The Seller will be liable for any taxes arising on the sale of shares.

Normal warranties associated with a sale of shares and claims have been provided.

Remaining Conditions Precedent
The following conditions precedent remain as at date of this announcement:

- Written confirmation of no legal claims, or full and final settlement thereof, on the
  effective date;
- The Purchaser confirming a satisfactory due diligence in writing;
- Payment of the balance of the purchase consideration;
- Board approval by the Seller;
- Any other regulatory and shareholder approval, if required; and
- Any other written confirmation required in terms of the change in shareholding of
  Nutritional Foods.

The effective date financial statements, certified by an auditor, must also be provided by
the Seller.

Financial Information
The value of the net assets of Nutritional Foods as at 28 February 2021 was a negative
liability position of R4 762 801 and the loss attributable to Nutritional Foods for the year
ended 28 February 2021 was R383 145.

The financial information was extracted from the unaudited draft trial balance of
Nutritional Foods as at 28 February 2021.

Application of Disposal Consideration
The proceeds of the Disposal will be applied by the Company to the working capital
requirements to fund the growth of Ukusekela Holdings (Pty) Ltd, the cannabis arm of
Nutritional Holdings.

Withdrawal of Cautionary
Shareholders are referred to the cautionary announcement relating to the Disposal
published on SENS on 19 May 2021 and are advised that as the balance of terms and the
financial information relating to the Disposal has now been announced, the cautionary
announcement relating to the Disposal is withdrawn.

By order of the Board
Durban
18 June 2021

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 18-06-2021 03:54:00
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