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NUT - Nutritional Holdings Limited - Rectification announcement regarding the conversion of ordinary share capital to shares of no-par value NUTRITIONAL HOLDINGS LIMITED (PREVIOUSLY IMUNITI HOLDINGS LIMITED) (Incorporated in the Republic of South Africa) (Registration Number: 2004/002282/06) Share Code: NUT ISIN: ZAE000156485 ("Nutritional Holdings" or the "Company") Rectification announcement regarding the conversion of ordinary share capital to shares of no-par value 1 Shareholders are referred to the announcement dated 24 June 2011 which announcement confirmed that all of the ordinary and special resolutions that were proposed at the general meeting and Annual General Meeting of the Company, were all passed by the requisite majority votes in favour thereof ("the June announcement"). 2 As shareholders are aware, the passing of the ordinary resolutions at the general meeting and the Annual General Meeting authorised the directors to pursue inter alia the following share issues: 2.1 an issue of up to a maximum of 171 559 444 ordinary shares to the Company`s share option scheme; 2.2 an issue of 190 000 000 ordinary shares of no par value in the issued share capital of the Company to The BBE Family Trust at an issue price of 3 cents per share; 2.3 an issue of 190 000 000 ordinary shares of no par value in the issued share capital of Company to The Ellis Family Trust at an issue price of 3 cents per share; 2.4 an issue of 10 000 000 ordinary shares of no par value in the issued share capital of Company to The Kingfisher Discretionary Trust at an issue price of 3 cents per share; and 2.5 an issue of 10 000 000 ordinary shares of no par value in the issued share capital of Company to The Molefe Family Trust at an issue price of 3 cents per share. (collectively referred to as "the ordinary share issues") 3 Subsequent to the June announcement, a further announcement was made on 8 July 2011 confirming the registration of the special resolutions required for inter alia the conversion of the ordinary share capital of the Company to shares of no-par value ("the July announcement") with the Companies and Intellectual Properties Commission ("Cipcom"). 4 In lieu of the passing of the ordinary resolutions referred to in 2 above, the directors proceeded on 14 July 2011 with two issues of 218 333 333 and 90 000 000 shares respectively ("the July share issues"), only to be informed by Cipcom thereafter that the special resolutions were lodged but unfortunately not registered. 5 Cipcom then further advised the Company that the special resolutions regarding the conversion of par value shares to no-par value shares and the increase in authorised share capital of the Company could not be registered due to non-compliance of regulation 31.7 of the Companies Regulations, 2011. 6 Accordingly, the July announcement was released by the Company in error and the Company`s share capital have not been converted to shares of no- par value. 7 The proposed conversion of the Company`s share capital to shares of no- par value was pursued solely to align the Company`s share capital with the current provisions of the new Companies Act, 2008. The non- conversion has no material effect on the interests of shareholders and the Company shall attend to the conversion within the time-lines as prescribed by the Companies Act, 2008. 8 Further to the above, shareholders are hereby informed of the following: 8.1 only the special resolution in respect of the change of name was duly registered with Cipcom; 8.2 the previous share capital structure of the Company (as set out in clause 8 hereunder), being shares of par value of R0.0001 each, remains in force; 8.3 all shares in the Company will forthwith trade as shares of a par value of R0.0001 and under the name of Nutritional Holdings Limited; 8.4 the conversion of the share capital of the Company to shares of no- par value will be attended to as and when required, the process of which will be duly communicated to all shareholders; and 8.5 the ordinary share issues and the July share issues will therefore proceed as issues for shares of par value to the extent that the authorised share capital of the Company (as set out in clause 8 hereunder) permits same. 9 The resultant share capital (inclusive of the July share issues) of the Company currently stands as follows: Authorised share capital: 1 500 000 000 ordinary shares of R150 000 R0.0001 each
100 000 000 redeemable preference R10 000 shares of R0.0001 each Issued share capital: 1 452 368 183 ordinary shares of R145 237 R0.0001 each Share premium R126 447 726 Total R126 592 963 Durban 15 August 2011 Designated advisor: PSG Capital (Proprietary) Limited Date: 15/08/2011 17:33:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
