NUTRITIONAL HOLDINGS LIMITED - Conclusion of a Subscription Agreement by NHL Regarding a Specific Issue of Shares for Cash

Conclusion of a Subscription Agreement by NHL Regarding a Specific Issue of Shares for Cash

NUTRITIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2004/002282/06)
Share code: NUT ISIN: ZAE000156485
(“the Company” or “NHL”)

CONCLUSION OF A SUBSCRIPTION AGREEMENT BY NHL REGARDING A
SPECIFIC ISSUE OF SHARES FOR CASH

1.   Introduction and Rationale

     1.1.   Shareholders are advised that the Company has
concluded a subscription agreement with the Imisebeyelanga
Nazareth Baptist Church Trust (“Subscriber”) on 16 November
2015 (“Subscription Agreement”) in terms of which the Company
will issue 1 500 000 000 (one billion five hundred million)
ordinary shares to the Subscriber for cash (“the
Subscription”).

     1.2.   The Subscription would see the Subscriber
acquiring a 30% stake in the Company. The Company will
therefore have sufficient capital resources to pursue the
acquisition of other assets similar in nature to those the
Company already owns. This, together with the opening up of
new markets for the Company’s existing basket of products,
will result in the creation of critical mass and unlocking the
unused manufacturing capacity available at the Company’s
Klerksdorp factory.

2.   The Issue

     2.1. In terms of the Subscription Agreement, the Company
will issue, and the Subscriber will subscribe for, 1 500 000
000 (one billion five hundred million) new ordinary shares in
the authorised but unissued share capital of the Company
(“Subscription Shares”) at an issue price of R0.0263 (two
comma six three cents) per share (“Issue Price”), being at a
discount of 3.2% to the 30-day volume weighted average trading
price of NHL shares as at 13 November 2015 (being the day
before the Subscription Agreement was concluded), and
constituting a total purchase consideration of R39 500 000
(thirty nine million five hundred thousand rand)
(“Subscription Price”) (“the Issue”).

     2.1. The Subscription Shares will be issued by utilising
the general authority to issue shares for cash as approved by
NHL shareholders at the Company’s annual general meeting held
on 3 July 2015.

3.   Conditions Precedent
     The implementation of the Issue will be subject to the
fulfilment of the following conditions precedent set out in
the Subscription Agreement on or before 31 December 2015 or as
otherwise extended by agreement in writing between the Company
and the Subscriber:

    3.1. the Subscription Price being paid into the designated
bank account of the Company; and

    3.2. all regulatory approvals including, inter alia, those
required in terms of the JSE Listings Requirements and the
Companies Act having been obtained, including the approval in
terms of section 41(3) of the Companies Act, No. 71 of 2008,
as amended (“the Companies Act”).

4. Posting of circular relating to section 41(3) shareholder
approval

     3.1.   In terms of section 41(3) of the Companies Act, an
issue of shares in a transaction, or a series of integrated
transactions, requires approval of the shareholders by special
resolution if the voting power of the class of shares that are
issued or issuable as a result of the transaction or series of
integrated transactions will be equal to or exceed 30% of the
voting power of all the shares of that class held by
shareholders immediately before the transaction or series of
transactions.

     3.2.   As more than 30% of the Company’s issued share
capital will be issued to the Subscriber in terms of the
Subscription Agreement, the approval of NHL shareholders by
way of a special resolution is required.

     3.3.   The board of directors of the Company has,
accordingly, proposed a special resolution, to be circulated
and voted on in writing, in terms of section 60 of the
Companies Act, in order to obtain the requisite shareholder
approval necessary to enable it to successfully pursue the
Issue (“Section 41(3) Circular”).

     3.4.   A further announcement regarding the posting of
the Section 41(3) Circular will be made in due course.

16 November 2015
Umhlanga

Designated Advisor: PSG Capital Proprietary Limited

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