BEIGE HOLDINGS LIMITED - Acquisition of an additional interest in Beige subsidiary Herbal and Homeopathic (Pty) Ltd

Acquisition of an additional interest in Beige subsidiary Herbal and Homeopathic (Pty) Ltd

BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
(“Beige” or “the Company”)
ISIN Code: ZAE000034161        Share code: BEG


ACQUISITION OF AN ADDITIONAL INTEREST IN BEIGE SUBSIDIARY HERBAL AND HOMEOPATHIC
PROPRIETARY LIMITED (“H&H”)


1. INTRODUCTION
   Shareholders are advised that Beige has acquired an additional 2 797 ordinary shares
   (7.19%)(“acquisition shares”) in its subsidiary, H&H, from Mr Gerhard Kerschbaumer
   (“vendor”) for an acquisition price of R619 354.33 (“acquisition”). The acquisition,
   the effective date of which was 30 June 2014, has resulted in Beige increasing its
   shareholding in H&H from 61.41% to 68.60%.

2. BACKGROUND INFORMATION ON H&H
   H&H is a contract manufacturer and distributor of herbal, homeopathic, and
   neutraceutical products.  The company, which is based in Cape Town, supplies
   complementary medicines and healthcare products to multi-national and local companies.

3. RATIONALE FOR THE ACQUISITION
   Beige acquired an initial interest in H&H with effect from 1 October 2009 in order to
   enable it to supply a greater range of products to its customer base and in line with
   its strategy of being the preferred contract manufacturer of home and personal care
   products in South Africa.  The acquisition shares became available for purchase
   following a decision by the vendor to exit the company and offer his shares to the
   remaining shareholders in accordance with the pre-emptive rights provided for in the
   shareholders’ agreement.  The board, being of the opinion that H&H remains an
   important part of the group’s strategy, resolved to purchase Beige’s pro rata
   entitlement of the vendor’s shares.

4. CONDITIONS PRECEDENT
   As Beige is already the majority shareholder in H&H, the acquisition was not subject
   to any suspensive conditions.

5. FINANCIAL EFFECTS AND RELATED PARTY REQUIREMENTS
   The acquisition has no significant effect on the value of the net assets or the
   profits attributable to the net assets of Beige. As Beige was a material shareholder
   in H&H and the vendor held a 10.1% interest in H&H prior to the acquisition, the
   acquisition is considered to be a related party transaction for purposes of the JSE
   Listings Requirements. However, as the acquisition price is less than 1% of Beige’s
   market capitalisation, neither a fairness opinion on nor shareholder approval of the
   acquisition is required.


Johannesburg
2 July 2014

Designated Advisor
Arcay Moela Sponsors Proprietary Limited

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