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NUT - Nutritional Holdings Limited - Results of Section 60 Shareholder

Release Date: 14/10/2011 14:33
Code(s): NUT
Wrap Text

NUT - Nutritional Holdings Limited - Results of Section 60 Shareholder Resolutions NUTRITIONAL HOLDINGS LIMITED (formerly Imuniti Holdings Limited) (Incorporated in the Republic of South Africa) (Registration Number 2004/002282/06) Share code: NUT ISIN: ZAE000156485 ("Nutritional" or the "Company") RESULTS OF SECTION 60 SHAREHOLDER RESOLUTIONS In terms of Section 60 of the Companies Act (71 of 2008) ("the Act"), certain shareholder resolutions are not required to be conducted at a general meeting. The Company`s shareholders approved two special resolutions which have been detailed below. The consent process was conducted by way of a written round robin resolution which was explained by the directors to the relevant shareholders, and subsequently signed. The rationale for having passed the special resolutions as per this announcement by way of Section 60 of the Act was to rectify certain technical difficulties raised by CIPC with regards to two special resolutions, one of which being the conversion of the Company`s share capital from shares with par value to shares with no par value and the second being the increase in the authorised share capital, as previously approved by shareholders in general meeting on 24 June 2011 ("the general meeting") and as per the announcement released on SENS on 15 August 2011. The aforementioned resolutions are required to give effect to the specific issues of shares for cash approved by shareholders at the general meeting ("the specific issue"). In addition, Section 60(4) requires the Company to notify all the shareholders of the results of the vote of these resolutions. Accordingly, the resolutions were voted on and passed unanimously following votes received by the requisite majority of 75.95% as required by the Company`s Memorandum of Incorporation. The shareholders who voted in favour of the resolutions duly satisfied the quorum requirements for the passing of the special resolutions. The following resolutions were passed: SPECIAL RESOLUTION NUMBER 1: "RESOLVED THAT, the ordinary shareholders of Nutritional Holdings Limited hereby approve the conversion of the ordinary shares of R0.0001 cent each to ordinary shares of no par value." Reason for and effect of special resolution number 1: The reason for special resolution number 1 is to ensure that the company complies with the new Companies Act together with the Companies Regulations. The effect of special resolution number 1 is to convert the existing shares of the company from 1 500 000 000 ordinary shares of R0.0001 each to ordinary shares with no par value. NOTE: In accordance with Companies Regulation 31(7), a report on the conversion of the existing par value shares to shares of no par value was attached as detailed below. SPECIAL RESOLUTION NUMBER 2: "RESOLVED THAT, subject to the passing of special resolution number 1, the authorised share capital of Nutritional Holdings Limited be increased from 1 500 000 000 ordinary shares of no par value to 2 000 000 000 ordinary shares of no par value." Reason for and effect of special resolution number 2: The reason for special resolution number two is that the current authorised share capital of the company is insufficient to facilitate the issue of 400 000 000 new ordinary shares under the specific issue as approved. The effect of special resolution number 2 is to increase the existing authorised share capital of the company from 1 500 000 000 ordinary shares of no par value, to 2 000 000 000 ordinary shares of no par value. ORDINARY RESOLUTION NUMBER 1 "RESOLVED THAT any director of the Company be and hereby is authorised to do all such things and sign all such documents as may be necessary for, or incidental to, the implementation of special resolutions number 1 and 2 above." REPORT ON THE CONVERSION OF PAR VALUE TO NO PAR VALUE SHARES IN ACCORDANCE WITH COMPANIES REGULATION 31 (7) In accordance with Companies Regulation 31(7), the following information is supplied to shareholders of Nutritional Holdings Limited: (a) The value of the ordinary shares of Nutritional Holdings shall not be affected by the proposed conversion from shares with a par value of R0.0001 to shares of no par value. (b) The company only has ordinary shares in issue, and these are the shares to be converted to shares of no par value; (c) The proposed conversion shall have no effect on the shareholders` rights attaching to the ordinary shares of Nutritional Holdings; and (d) There are no material adverse effects of the proposed arrangement against the compensation that any person will receive in terms of the arrangement. The special resolutions will be lodged by the company secretary with CIPC for registration. Durban 14 October 2011 Designated Advisor PSG Capital Date: 14/10/2011 14:33:02 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.

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