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Distribution of Circular and Posting of Circular in terms of Section 41(3) Shareholder Approval
NUTRITIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2004/002282/06)
Share code: NUT ISIN: ZAE000156485
(“the Company” or “NUT”)
DISTRIBUTION OF CIRCULAR
Shareholders are referred to the terms announcement published by
the Company dated 16 November 2015 relating to a subscription of
1 500 000 000 shares for R39 500 000 in cash with the
Imisebeyelanga Nazareth Baptist Church Trust (“Subscriber”) (“the
Subscription”).
The Subscription is categorised as a general issue of shares for
cash in terms of the Listings Requirements of the JSE and in terms
of the resolution approved by shareholders at the NUT AGM held on
3 July 2015.
POSTING OF CIRCULAR RELATING TO SECTION 41(3) SHAREHOLDER APPROVAL
In terms section 41(3) of the Companies Act, No. 71 of 2008, as
amended (“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.
As more than 30% of the Company’s issued share capital will be
issued to the Subscriber, the approval of NUT shareholders by way
of a special resolution is required.
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 implement the Subscription (“Section 41(3) Circular”).
The Section 41(3) Circular was posted to shareholders today,
Monday, 23 November 2015.
The Section 41(3) Circular is also available on the Company’s
website www.nholdings.co.za and can be viewed at its offices at 49
Richefond Circle, Ridgeside Office Estate, Umhlanga Rocks, 4319,
during office hours.
23 November 2015
Umhlanga
Designated Advisor: PSG Capital Proprietary Limited
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