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GENERAL ISSUE OF SHARES FOR CASH AND NOTIFICATION IN TERMS OF SECTION 122 OF THE COMPANIES ACT
Nutritional Holdings Limited
(Registration number 2004/002282/06)
(Incorporated in the Republic of South Africa)
Share Code: NUT ISIN: ZAE000156485
(“Nutritional Holdings” or “the Company”)
GENERAL ISSUE OF SHARES FOR CASH (“Cash Issue”) & NOTIFICATION IN
TERMS OF SECTION 122 OF THE COMPANIES ACT 71 OF 2008 (“the Act”)
CASH ISSUE
1. Introduction
1.1 Shareholders are advised that, in terms of a general
authority to issue shares for cash granted to the
directors of the Company at the annual general meeting
held on Thursday, 28 June 2012, the Company has issued
390 000 000 (three hundred and ninety million) ordinary
shares for cash, representing 25.70% of the issued ordinary
share capital of the Company net of treasury shares, at an
issue price of 1.97 cents per ordinary share (“Issue Price”)
to Pop Up Trading 39 Proprietary Limited (“Pop Up Trading”)
being a public shareholder as defined in the Listings Requirements
of the JSE Limited (“Listings Requirements”). Pop Up Trading is
a party related to Mr. Tony Pinfold (“Mr. Pinfold”) who is a
current shareholder of the Company.
1.2 The Issue Price reflects:
1.2.1 a discount of 7% (seven Percent) for Nutritional Holdings’
ordinary shares on the JSE for the 30 (thirty) trading days
prior to 13 February 2013 being the date on which the
negotiations regarding the Cash Issue were entered into; and
1.2.2 a premium of approximately 7% (seven Percent) for Nutritional
Holdings’ ordinary shares on the JSE for the 30 (thirty)
trading days prior to 25 February 2013 being the date on
which the board of directors of the Company resolved to issue
the shares.
1.3 The total consideration to be paid by Pop Up Trading to
the Company for the shares issued is R7 700 000 (seven
million seven hundred thousand rand).
1.4 The funds raised by the Company pursuant to the Cash
Issue for Cash will be applied towards working capital
and expansion of operations.
2. Pro Forma Financial Effects of the Cash Issue
2.1 The unaudited pro forma financial effects of the Cash Issue,
for which the directors of the Company are responsible, are
provided for illustrative purposes only to show the effect
thereof on basic profit and headline loss per share as if
the Cash Issue had taken effect on 31 August 2012 and on net
asset value and net tangible asset value per share as if the
Cash Issue had taken effect on 31 August 2012. Due to their
nature, the pro forma financial effects may not give a fair
presentation of the Group`s financial position and performance.
The unaudited pro forma financial effects have been compiled from
the unaudited condensed consolidated interim results for the six
months ended 31 August 2012 and are presented in a manner consistent
with the format and accounting policies adopted by Nutritional
Holdings and have been adjusted as described in the notes below:
Unaudited Unaudited
Before the After the %
Note Cash Issue Cash Issue Change
Basic loss per
share 2 (0.26) (0.26) 0.00%
Headline loss
per share 2 (0.26) (0.26) 0.00%
Net asset value
per share 3 2.48 2.38 (4.03%)
Net tangible
asset value per
share 3 1.23 1.38 12.20%
Weighted
average number
of shares in
issue (‘000) 1,512,768 1,512,768 0.00%
Shares in issue
at end of
period (‘000) 1,607,368 1,997,368 24.26%
Shares in issue
at end of
period, net of
treasury shares
(‘000) 1,517,368 1,907,368 25.70%
Notes:
1. The “Unaudited Before the Cash Issue” column information
has been extracted from Nutritional Holdings’ unaudited
condensed consolidated interim results for the six months
ended 31 August 2012.
2. The once-off effects relating to basic loss and headline
loss per share are based on the following assumptions and
information:
2.1 the Cash Issue will be effective 28 February 2013;
2.2 R7 700 000 was received in terms of the 390 000
000 shares issued;
2.3 no adjustments have been made to reflect any
benefit (income or interest earned/saved) to be
derived from the proceeds of the Cash Issue, in
terms of the "Guide on Pro Forma Financial Information"
issued by the South African Institute of Chartered
Accountants dated September 2005.
3. The effects relating to the Statement of Financial
Position are based on the following assumptions and
information:
3.1 the Cash Issue will be effective 28 February 2013; and
3.2 the actual number of shares in issue (net of treasury
shares) will increase by 390 000 000 as a result of the
Cash Issue.
4. The weighted average number of shares in issue has not
changed because they were issued on the last day of the
reporting period.
NOTIFICATION IN TERMS OF SECTION 122
As a result of the Cash Issue and in accordance with section 122 (3)(b)
of the Companies Act and section 3.83(b) of the Listings Requirements,
shareholders are hereby advised that the Company has received formal
notification in the prescribed form that Pop Up Trading has acquired
a 25.70% interest in securities in the Company such that the total
interest in the securities of the Company held by Pop Up Trading
(including Mr. Pinfold’s 6.71% shareholding in the Company) has
increased to 25.79% of the total issued share capital of the Company
net of the treasury shares.
Durban
27 February 2013
Designated adviser: PSG Capital Proprietary Limited
Date: 27/02/2013 04:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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