NUTRITIONAL HOLDINGS LIMITED - Acquisition of Kairos Nutrition Proprietary Limited (Kairos) and Appointment of Director

Acquisition of Kairos Nutrition Proprietary Limited (“Kairos”) and Appointment of Director

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

ACQUISITION OF KAIROS NUTRITION PROPRIETARY LIMITED
(“KAIROS”) AND APPOINTMENT OF DIRECTOR

ACQUISITION

Shareholders are hereby advised that the Company has
entered into an agreement to acquire the entire
shareholding of Kairos on 25 April 2016 (“the
Acquisition”). The effective date of the Acquisition
will be 1 May 2016.

Kairos has recently been awarded certain contracts
for the supply of infant feed to combat malnutrition
and will compliment the Company’s strategy with
regards the supply of essential staple foods.
The purchase consideration is payable via the issue
of a maximum of 70 million NUT shares at an issue
price of 2 cents per share (“Purchase
Consideration”). The Purchase Consideration is to be
settled in two equal tranches, the first being upon
fulfilment of the suspensive conditions being
fulfilled within 21 days of signature of the
Acquisition agreement, and the second on attainment
of the profit warranty stipulated in the Acquisition
agreement.

Kairos will continue to be headed up by Mrs Michelle
Bristow. Michelle holds a BSc.Dietetics (Hons) from
Stellenbosch University. Michelle is a registered
dietician and has worked for various pharmaceutical
companies both in South Africa and the United Kingdom
over the past 15 years. Her extensive knowledge will
assist the Group in attaining it’s desired goal of
becoming a primary provider of nutritional staple
foods products throughout Southern Africa.

The Acquisition falls below the threshold of a category
2 transaction in terms of the Listings Requirements of
the JSE Limited.

APPOINTMENT OF DIRECTOR

In compliance with section 3.59 of the Listings
Requirements of the Johannesburg Stock Exchange
(“JSE”), shareholders are further advised of the
appointment of Mr Ian Murgatroyd as Commercial Director
of NUT with effect from 25 April 2016.

Ian was previously a director of Kairos Nutrition and
has over 12 years experience in both the pharmaceutical
and FMCG markets having worked for various national
pharmaceutical and FMCG food brand companies.

25 April 2016
Umhlanga

Designated Advisor: PSG Capital Proprietary Limited

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