NUTRITIONAL HOLDINGS LIMITED - Joint Announcement - Posting of Mandatory Offer Circular and Salient Dates and Times

Joint Announcement - Posting of Mandatory Offer Circular and Salient Dates and Times

Nutritional Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/002282/06)
Share code: NUT ISIN Number: ZAE000156485
(“NUT” or “the Company”)

Baphalane Ba Mantserre Investment Holdings Proprietary Limited
(Registration number 2013/068211/07)
(“BMIH” or the “the Subscriber’’)

JOINT ANNOUNCEMENT - POSTING OF MANDATORY OFFER CIRCULAR AND
SALIENT DATES AND TIMES

Shareholders are referred to the joint firm intention announcement published on SENS on 12
September 2018, wherein shareholders were advised that BMIH would make a mandatory
offer to all shareholders of NUT, save for BMIH ("Mandatory Offer"). Shareholders are
hereby advised that the joint mandatory offer circular will be posted to NUT shareholders
today, 23 October 2018 ("Mandatory Offer Circular").

Accordingly the salient dated and times of the Mandatory Offer are as set out in the table
below. The definitions commencing on page 10 of the Mandatory Offer Circular apply to
these salient dates and times.

                                                              2018
  Record date in order to be eligible to receive this         Friday, 12 October
  Circular on
  Circular posted to Nutritional Shareholders and             Tuesday, 23 October
  announced on SENS on
  Mandatory Offer opens at 09:00 on                           Wednesday, 24 October
  Last day to trade in order to be eligible to participate    Tuesday, 4 December
  in the Mandatory Offer on
  NUT Shares trade “ex” the right to participate in the       Wednesday, 5 December
  Mandatory Offer
  Mandatory Offer closes at 12:00 on (Closing Date) on        Friday, 7 December
  Mandatory Offer Record date, being the final date           Friday, 7 December
  upon which NUT Shareholders must be recorded in
  the NUT Register in order to be eligible to participate
  in the Mandatory Offer, on
  Mandatory Offer Consideration credited to the               within six Business Days of valid
  Dematerialised Mandatory Offer Participant’s account        acceptance of the Mandatory
  at his CSDP or Broker (as the case may be) or bank          Offer with the last payment date
  accounts of Certificated Mandatory Offer Participants       being Monday, 10 December
  credited or Mandatory Offer Consideration posted by
  cheque to Certificated Mandatory Offer Participants at
  the Certificated Mandatory Offer Participant’s own risk
  Results of Mandatory Offer to be published on SENS          Monday, 10 December
  on

  Notes:

  1.   All dates and times are subject to amendment by BMIH. Any such change will be
       announced on SENS.

  2.   Certificated NUT Shareholders who wish to participate in the Mandatory Offer are
       required to complete and return the form of acceptance, surrender and transfer
       (blue) in accordance with the instructions contained in the circular to be received
       by the Transfer Secretaries by not later than 12:00 on the Closing Date.

  3.   Dematerialised NUT Shareholders must notify their CSDP or Broker of their
       acceptance of the Mandatory Offer in the manner and time stipulated in the Custody
       Agreements governing the relationships between such Dematerialised NUT
       Shareholders and the CSDP or Broker.

  4.   All times indicated above are South African times.

  5.   The deemed effective date of disposal of NUT Shares by Mandatory Offer
       Participants will be the date that the Mandatory Offer Consideration is credited to
       the Mandatory Offer Participant’s account or the date that the cheque in payment
       of the Mandatory Offer Consideration is posted to the Certificated Mandatory Offer
       Participants, as the case may be.

  6.   Even though the salient dates and times are subject to change, this should not be
       regarded as a consent or dispensation for any time periods which may be required
       in terms of the Companies Act Regulations, where applicable, and any such
       consents or dispensations must be specifically applied for, and granted by the TRP.

  7.   Share certificates may not be dematerialised or rematerialised between
       Wednesday, 4 December 2018 and Friday, 7 December 2018, both dates inclusive.

Durban
23 October 2018

Corporate Advisor to NUT and BMIH and Designated Advisor to NUT
PSG Capital

Date: 23/10/2018 12:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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