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IMBALIE BEAUTY LIMITED - Acquisition of the business of Prana Products and appointment of a director

Release Date: 25/05/2015 14:50
Code(s): ILE     PDF:  
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Acquisition of the business of Prana Products and appointment of a director

Imbalie Beauty Limited
(Registration number 2003/025374/06) 
JSE Share code: ILE ISIN: ZAE000165239 
(‘Imbalie Beauty” or “the Company”)


THE ACQUISITION OF THE BUSINESS  OF PRANA PRODUCTS (PTY) LIMITED AND THE 
APPOINTMENT OF A DIRECTOR


1. INTRODUCTION

Shareholders are advised that Placecol Fresh Beauty (Pty) Ltd, a 100% subsidiary of Imbalie Beauty 
has agreed on 22 May 2015 to acquire the business of Prana Products (Pty) Ltd (“Prana Products”) 
(“the seller”) and Debbie Wolfendale (“the acquisition”). 

2. RATIONALE FOR ACQUISITION 

Imbalie Beauty’s vision is to be the largest and most desirable beauty franchise group. The visions of 
Prana Products and Imbalie Beauty are aligned.  

Debbie Wolfendale, the Managing Director of Prana Products, will become an executive Director of Imbalie 
Beauty in charge of the Sales, Marketing and Training businesses of Imbalie Beauty. Debbie has more than 
27 years experience in the cosmetic and skincare industry and has a passion and drive for quality beauty 
brands and to develop people. Her philosophy is to build business through the success of others, creating 
business opportunities for female entrepreneurs.

Prana Products originated five years ago with the vision of creating an environment where potential 
business women are encouraged, empowered and enabled to grow and reach their full potential in both a 
business and personal capacity. 

Prana Products is an importer and distributor of chosen brands. The strengths of Prana Products can 
significantly be mobilsed on the Imbalie Beauty platform.

Imbalie Beauty is a franchisor, distributor and service provider of beauty offerings and products. Imbalie 
Beauty has both its own distribution footprint and a franchised distribution footprint, which together total 
almost 160 beauty salons nationally. In addition, Imbalie Beauty’s products are distributed through other 
large retailers, independent salons and pharmacies.

3. BACKGROUND ON PRANA PRODUCTS

Prana Products’ guiding principle is to meticulously source the best agents, stockists and products- 
chosen for their ultimate efficacy as well as the health of your skin, hair, makeup, body and the earth. 
Prana does this by identifying excellence in all the products they offer to their customers.  Prana ensures 
that the products they choose to represent are innovative, contain high quality ingredients, represent 
legitimate concepts, truthful philosophy, are highly scientific and results driven.

The main product and equipment brands of Prana Products which will be incorporated into the Imbalie Beauty 
stable are as follows:

* Beaute Pacifique, one of Prana's key brands in the Prana stable is a dermaceutical which has been developed 
by Flemming Christenson – scientific engineer and scientist in Denmark.  Measurement of results is a 
cornerstone of the Beaute Pacifique concept. 

* Dermascan equipment.  An informative way to show you what is going on in the deeper layers beneath your 
skin’s surface and how to get your skin to be “the healthiest skin ever”.
* Since the early '90s, Bodyography Professional Cosmetics has become a leading source of products for some 
of today's biggest names in makeup artistry.

* Beauty Blender. A make-up tool created by celebrity makeup artist Rea Ann Silva.  

4. APPOINTMENT OF DEBBIE WOLFENDALE AS DIRECTOR

In compliance with section 3.59 of the Listings Requirements of the JSE Limited, shareholders are advised that 
Debbie Wolfendale has been appointed as an executive director with effect from 1 June 2015.

5. TERMS AND CONDITIONS OF THE ACQUISITION

5.1. Placecol Fresh Beauty (Pty) Ltd purchased 100% of the assets, stock and intellectual property from Prana 
Products and Debbie Wolfendale for R2 261 400, exclusive of VAT, with effect from 1 June 2015. 

5.2. Prana & Co, a wellness lounge at the Wanderers will become a franchisee of Imbalie Beauty. 

5.3. The purchase price is payable in a combination of cash and Imbalie Beauty shares, payable as follows: 

5.3.1. through the issue of 7 200 000 million Imbalie Beauty shares at 16 cents per share, amounting to 
R 1 152 000;

5.3.2. an amount of R655 000 relating to stock and machinery shall be paid in cash, and

5.3.3. the balance of the purchase price, through the issue of 2 840 000 million Imbalie Beauty shares at 16 
cents or the 30 day VWAP cents per share, amounting to R454 400, will be issued to Debbie Wolfendale, which 
will have certain conditions attached to it.

5.4. The trading of the above shares will be restricted.

5.5. The acquisition is subject to fulfilment of the following conditions precedent by no later than 30 June 2015:

5.5.1. the parties entering into legal agreements;

5.5.2. successful conclusion of a high level due diligence on Prana Products; and

5.5.3. to the extent necessary, the written consent of third parties to material contracts.

6. FINANCIAL INFORMATION IN RESPECT OF THE ACQUISITION

The value of the net assets that are the subject of the acquisition as at 31 August 2014 was R655 000 and the 
value of the losses attributable to the net assets for the six months to the 31 August 2014 was R156 457.

7. CATEGORISATION OF THE ACQUISITION 

The acquisition is categorized, in terms of the JSE Listings Requirements, as a Category 2 transaction and 
does not require shareholders’ approval. 

Designated Advisor

Exchange Sponsors

25 May 2015
Johannesburg






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