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IMBALIE BEAUTY LIMITED - Reviewed Provisional Condensed Consolidated Financial Statements for the year ended 28 February 2018

Release Date: 29/06/2018 17:40
Code(s): ILE     PDF:  
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Reviewed Provisional Condensed Consolidated Financial Statements for the year ended 28 February 2018

IMBALIE BEAUTY LIMITED
"Imbalie Beauty” or “the Company” or “the Group”
(Incorporated in the Republic of South Africa)
(Registration number 2003/025374/06)
JSE code: ILE
ISIN: ZAE000165239

REVIEWED PROVISIONAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2018

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


                                                           Reviewed            Audited
                                                    28 February 2018   28 February 2017
                                                               R'000              R'000

 Revenue                                                      61 291             96 584
 Cost of sales                                              (26 272)           (40 607)
 Gross profit                                                 35 019             55 977
 Other income                                                  1 963              2 534
 Operating expenses                                         (46 531)           (66 350)
 Impairment of corporate salons                              (8 630)            (9 860)
 Impairment of intangible assets                             (6 644)                  -
 Impairment of goodwill                                      (3 249)                  -
 Impairment of other financial assets                        (1 431)                  -
 Operating loss before interest, taxation,
 depreciation and amortisation                              (29 503)           (17 699)
 Depreciation and amortisation                               (1 829)            (1 590)
 Loss before interest and taxation                          (31 332)           (19 289)
 Investment income                                                 1                 33
 Finance costs                                               (2 253)            (1 505)
 Loss before taxation                                       (33 584)           (20 761)
 Taxation                                                      6 605              5 000
 Loss attributable to ordinary shareholders                 (26 979)           (15 761)
 Revaluation surplus net of taxation                             725                 86
 Total comprehensive loss for the year                      (26 254)           (15 675)
 Attributable to:
 Equity holders of the company                              (26 254)           (15 675)

 Weighted and fully diluted average shares in
 issue                                                      636 836            629 873

 Loss per share attributable to equity holders of
 the Group (Note 1):

 Loss per share (cents)                                       (4.24)             (2.50)
 Headline loss per share (cents)                              (2.98)             (2.50)
 Fully diluted loss per share (cents)                         (4.24)             (2.51)
 Fully diluted headline loss per share (cents)                (2.98)             (2.51)
        CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                       Reviewed         Audited
                                                                    28 February
                                                 28 February 2018          2017
                                                            R'000         R'000
ASSETS
Non-Current Assets                                         57 228        62 985
Property, plant and equipment                              16 720        16 192
Goodwill                                                    3 560         6 809
Intangible assets                                          14 312        21 945
Other financial assets                                       342          1 580
Deferred tax                                               22 293        16 459
Current Assets                                             22 216        35 616
Inventory                                                   8 014        22 556
Other financial assets                                       843          1 056
Trade and other receivables                                11 936        11 650
Cash and cash equivalents                                   1 423          354

Total Assets                                               79 444        98 601
EQUITY AND LIABLITIES
EQUITY                                                     41 652        55 740
Share Capital                                            110 416         98 250
Reserves                                                     812            86
Accumulated loss                                         (69 575)      (42 596)
LIABLITIES
Non-Current Liabilities                                    10 067        13 558
Other financial liabilities                                 9 732        12 723
Deferred tax                                                 335           835
Current liabilities                                        27 725        29 303
Trade and other payables                                   13 057        12 831
Other financial liabilities                                 9 098        11 657
Operating lease liabilities                                  185           314
Bank overdraft                                              5 385         4 500
TOTAL LIABILITIES                                          37 792        42 861
TOTAL EQUITY AND LIABLITIES                                79 444        98 601

Number of ordinary shares in issue at year-end        636 836 895   629 872 558
Net asset value per share (cents)                            6.54         11.34
Net tangible asset value per share (cents)                   3.73          6.99
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


                                                               Total
                                     Share        Share       Share      Revaluation      Accumulated         Total
                                    capital    premium       capital         reserve            Loss         equity
                                     R'000        R'000       R'000            R'000            R'000         R'000
Balance at 28 February
2017                                52 044       46 206      98 250               86          (42 596)       55 740
Rights issue                            57       12 109      12 166                                          12 166
Total comprehensive loss for
the year                                                                         726          (26 979)     (26 254)
Balance at 28 February
2018                                52 101       58 315    110 416               812          (69 575)       41 652



       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                              Reviewed               Audited
                                                                       28 February 2018      28 February 2017
                                                                                  R'000                 R'000

 Cash flow from operating activities
 Cash generated from operations                                                 (3 736)                   (3 519)
 Investment income                                                                    1                        33
 Finance costs                                                                  (2 253)                   (1 505)
 Cash flows utilised in operating activities                                    (5 988)                   (4 991)

 Cash flows from investing activities
 Purchase of property, plant and equipment                                        (529)                  (14 461)
 Proceeds from disposal of property, plant and equipment                             64                       190
 Proceeds from disposal of non-current asset held for sale                            -                     1,900
 Purchase of intangible assets                                                        -                   (2 163)
 Net movement in other financial assets                                              20                   (1 752)
 Cash flows utilised in investing activities                                      (445)                  (16 286)

 Cash flows from financing activities
 Proceeds from share issue                                                      12 166                         -
 Net (repayment)/proceeds of other financial liabilities                        (5 549)                   12 780
 Cash flows from financing activities                                             6 617                   12 780
 Net (decrease) / increase in cash and cash equivalents                            184                    (8 497)
 Cash and cash equivalents at beginning of the year                             (4 146)                     4 351
 Cash and cash equivalents at end of the year                                   (3 962)                   (4 146)
   SEGMENTAL REPORTING

   IFRS 8 requires an entity to report financial and descriptive information about its reportable
   segments, which are operating segments or aggregations of operating segments that meet
   specific criteria. Operating segments are components of an entity about which separate
   financial information is available that is evaluated regularly by the chief operating decision
   maker.

   Therefore, the Group determines and presents its operating segments based on the
   information that is internally provided to the Chief Executive Officer, who is the chief
   operating decision maker.

   Furthermore, a segment is a distinguishable component of the Group that is engaged either
   in providing related products or services (business segment), in providing products or
   services within a particular economic environment (geographical segment), which is subject
   to risks and returns that are different from those of the other segments.

   The Group does not have different operating segments. The business is conducted in South
   Africa and is managed at a central head office with no branches. The Group is managed as
   one operating unit.

   All revenues from external customers originate in South Africa, or from operations in South
   Africa.

   NOTES TO THE FINANCIAL INFORMATION

   1. Reconciliation of headline loss

                                                            Reviewed                   Audited
                                                     28 February 2018          28 February 2017

                                                                R'000                       R'000
Reconciliation of headline loss:
Loss attributable to ordinary shareholders                    (26 979)                    (15 761)
Adjusted for:
Profit on disposal of non-current assets                           (19)                       (68)
Loss on sale of non-current assets held for sale                      -                         34
Impairment of intangible asset                                   6 644                           -
Impairment of goodwill                                           3 249                           -
Tax effect                                                     (1 855)                           9
Headline      loss    attributable  to    ordinary
shareholders                                                  (18 960)                    (15 786)

Weighted and fully diluted average shares in
issue                                                         636 837                     629 873
Loss per share (cents)                                          (4.24)                      (2.50)
Headline loss per share (cents)                                 (2.98)                      (2.50)
Fully diluted loss per share (cents)                            (4.24)                      (2.51)
Fully diluted headline loss per share (cents)                   (2.98)                      (2.51)
BASIS OF PREPARATION

The condensed consolidated financial statements are prepared in accordance with the
requirements of the JSE Limited Listings Requirements for provisional reports and the
requirements of the Companies Act of South Africa. The Listings Requirements require
provisional reports to be prepared in accordance with the framework concepts and the
measurement and recognition requirements of International Financial Reporting Standards
(IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Pronouncements as issued by Financial Reporting Standards
Council and to also, as a minimum, contain the information required by IAS 34 Interim
Financial Reporting. The accounting policies applied in the preparation of the condensed
consolidated financial statements are in terms of IFRS and are consistent with those applied
in the previous consolidated annual financial statements

The provisional condensed consolidated financial statements are prepared in accordance
with the going concern principle under the historical cost basis as modified by the fair value
accounting of certain assets where required or permitted by IFRS.

These provisional condensed consolidated financial statements incorporate the financial
results of the company and its subsidiaries.

The preparation of the provisional condensed consolidated financial statements for the year
ended 28 February 2018 was supervised by Imbalie Beauty’s Chief Executive Officer, Esna
Colyn. The directors take full responsibility for the preparation of these provisional
condensed consolidated financial statements for the year ended 28 February 2018.

These condensed consolidated financial statements for the year ended 28 February 2018
have been reviewed by Nexia SAB&T, who expressed a modified review conclusion. The
auditor’s report contained the following Disclaimer paragraph:

“Basis for Disclaimer of Conclusion
As indicated in the condensed consolidated financial statements and its going concern note,
the group incurred a net total comprehensive loss of R26.25million for the year ended 28
February 2018 (2017: R15.675million) and, at that date, its total current liabilities exceeded
its current assets by R5.51million (2017: R6.313million). The note states that the group is
experiencing cash flow constraints and significant liquidity uncertainty. Furthermore, as
announced in SENS on 5 June 2018, the group has commenced a reorganisation whereby
Imbalie Beauty Limited has entered into a non-binding proposal, whereby the current
subsidiaries of Imbalie Beauty Limited will be disposed of and Imbalie Beauty Limited will
acquire the business of Wepex Geotechnical (Pty) Ltd and Makgarapa Products (Pty) Ltd. At
the date of this report, the proposed reorganisation was not in an advanced stage to
consider its future impact on the Imbalie Beauty Limited Group.

On conclusion of our review work, there were conditions yet to be fulfilled in order to secure
an appropriate level of funding to support its current working capital and liquidity
requirements. Furthermore, management is still working to conclude and finalise the
discussion with its major shareholders regarding the future direction of the group and its
recapitalisation and reorganisation as stated above. Accordingly, at the date of this report,
management’s plans on both the short term funding requirement and the future direction of
the group were not sufficiently advanced to allow us to draw a review conclusion on Imbalie
Beauty Limited’s ability to continue as a going concern.

Disclaimer of Conclusion
Due to the significance of the matter described in the Basis for Disclaimer of Conclusion
paragraph, we were unable to obtain sufficient appropriate evidence to form a conclusion on
these condensed consolidated financial statements of Imbalie Beauty Limited for the year
ended 28 February 2018. Accordingly, we do not express a conclusion on these condensed
consolidated financial statements.”
A copy of the auditor’s review report is available for inspection at the company’s registered
office together with the condensed consolidated financial statements identified in the
auditor’s report.

OVERVIEW

The directors of Imbalie Beauty herewith present the Group annual financial results for the
year ended 28 February 2018 (“the 2018 year” or “2018”). Imbalie Beauty is a franchisor,
distributor, brand owner, service provider and an educator of beauty and wellness offerings
and products. Imbalie Beauty has its own and franchise salon footprint (“salon footprint”)
through the following franchise salon chains: Placecol Skin Care Clinics, Perfect 10 and
Dream Nails Beauty Salons. The Imbalie Beauty Group’s unique differentiator is that it owns
award-winning skin care brands, being Placecol and Skinderm.

It is evident from the results of the Group that both the Group and the business model of its
salon footprint were negatively affected by the continued difficult trading conditions, which
resulted in 32 franchises and corporate salon closures during the year. This had a negative
impact on the overall revenue and morale of the Group.

The Group completed its rights issue in February 2018 to the amount of R15 million. The
purpose of the rights issue was to fund the internal restructuring of the Group, strengthening
of the balance sheet and to provide ongoing working capital requirements for the Group. Due
to lower sustainable sales which resulted in losses for the Group and continued financial
strain experienced by franchise partners, the Group experienced liquidity constraints during
May 2018, which are addressed in the Going Concern and Subsequent Events Paragraphs.

The Group has implemented a system to assist its underlying franchise footprint with its
ongoing working capital requirements, this system is still undergoing ongoing testing and will
only be introduced into more salons once testing and final system integration testing is
completed. The Group has completed the first phase of its “Imbalie Connect” portal to
improve communication between Imbalie Beauty and its franchise partners. Another
achievement subsequent to year end was when the Group’s Imbalie Rewards program
exceeded 40 000 Rewards members. The Group will continue to invest in technology to
ensure that the Group’s brand positioning is maintained.

Imbalie Beauty previously reported on its strategic alliance with Edcon Limited and the
introduction of Edcon Account Cards into its own beauty salon footprint to accommodate
consumers by providing an alternative payment method within the Group’s beauty salons
and to recruit and attract new consumers to the Group’s beauty salons. To date more than
80 of the group’s salons are in the process of receiving this payment technology. A positive
achievement subsequent to year end was the re-introduction of the Placecol skin care brand
into Edgars after the innovation and streamlining of the product range was completed, it is
expected that this step will increase overall consumer awareness of the Placecol brand.

The Group received many awards for its beauty salons and own brands skin care ranges, as
follows:

-   FASA Awards 2017
    Winner Franchisee of the Year Category: Placecol Elardus Park
    Finalist in Franchisee of the Year Category: Perfect 10 Highveld Mall
    Finalist in Franchisor Brand Builder of the Year Category: Perfect 10

-   Woman & Home Awards 2017
    Best Face Oil: Placecol Illuminé Reviving Oil
    Best New Skin Care Product: Skinderm Optimize Brightening Elixir
    Best Lip Pencil: Bodyography Lip Pencil in Barely There
-   Marie Claire Prix D’Excellence de la Beauté 2017
    1st Runner up: Skinderm Exfoliating Glow Pads


-   Pharmaceutical and Cosmetic Review Awards 2017
    Skinderm Range Category Winner
    Skinderm New Product Competition Second Runner Up
    Placecol Illuminé Retinol Serum Individual Category First Runner Up

-   Best of Pretoria Awards 2017
    Placecol overall winner as best place to buy beauty products
    Placecol voted overall winner as best beauty salon
    Placecol voted overall winner as best nail bar

-   Best of Bloemfontein Awards 2017
    Placecol Victorian Square voted as best place to buy beauty products
    Placecol Victorian Square voted as best beauty mecca
    Placecol Victorian Square voted as best nail salon

FINANCIAL RESULTS

The Group’s revenue decreased by 36.5% to R61.3 million (2017: R96.5 million) mainly due
to the closure of corporate salons and a reduction in new salon openings and less product
sales to the Group’s salon footprint as a result of less new product launches in 2018. Gross
profit has decreased by 37.5% to R35.0 million (2017: R56.0 million) and gross profit
margins decreased marginally to 57.0% (2017: 58.0%), due to the Group focusing on the
distribution of its own product brands.

Operating costs decreased by 12.2% to R68.3 million (2017: R77.8 million) as a result of
significant cost savings implemented as part of the Group’s turnaround strategy. Expenses
include costs such as impairment of intangible assets which includes the Perfect 10 brand by
R2.5 million, and other patents, trademarks and rights of R4.1 million; goodwill impairments
of R3.2 million, corporate store write down of R8.6 million and retrenchment costs of R567k.
Once these items listed are eliminated from operating expenses, operating expenses
decreased by 33.93% to R49.3 million, as a result of cost savings.

Loss per share increased to a loss of 4.24 cents (2017: loss of 2.51 cents) and the headline
loss per share was 2.98 cents (2017: loss 2.51 cents).

Property, plant and equipment increased with R1.0 million due to an independent revaluation
of the building.

Inventory decreased to R8.0 million of which R8.6 million relates to the Group’s own beauty
salons against for which an impairment of R8.6 million was made. Allowance to write off
obsolete stock was made to the value of R2.4 million.

Imbalie Beauty Limited announced a rights issue to raise R15 million by issuing 750 million
shares at 2 cents per share at the end of February 2018.

The Group had no material capital commitments for the purchase of property, plant and
equipment as at 28 February 2018.

STATEMENT OF GOING CONCERN

The financial results have been prepared on the going concern basis on the basis that the
Company will conclude a successful reverse listing (as disclosed in the Subsequent Events
paragraph below) and the disposal of its cosmetic subsidiaries and businesses which will
result in further costs savings and improve the Company’s status as a going concern.

While management are aware of the cash-flow pressures and significant liquidity uncertainty
after year-end, they continue to assess the situation as one whereby the Group is able to
service its debts that will become due in the next 12 months and also fund operational losses
that may arise. Management has developed, and is in the process of a strategy to address
the liquidity and cash flow constraints - which includes:
- Further reduction of overheads of the Company.
- The sub-lease of its premises to earn additional revenue.
- The introduction of the Placecol skin care range in May 2018 into the Edgars group in
  order to earn additional revenue on product sales.
- Reduction by October 2018 of the monthly debt repayments that will result in cash flow
  relief of R120k per month.

The implementation of the above strategic interventions will improve and address the
liquidity and the cash flow position of the Group over the next twelve months.

WRITE DOWN OF CORPORATE SALONS

The Group’s strategy is to focus on its vision which is to be the leading and most desirable
beauty and wellness franchise group. The Group therefore during the 2017 and 2018 years
focused on selling its corporate salons to prospective owner-operators as it is proven that
the franchise model is more successful when the franchise is managed by an owner-
operator. This allowed the Group to reduce its corporate salons from 15 to 9 at year end, of
which a further four has been closed subsequent to year end. The profitability, the
remainder of the lease agreement coupled with the price that a potential buyer would pay for
the business were factors considered in determining the fair value adjustment of the
corporate salons. The adjustment resulted in an impairment of R8.6 million of corporate
salons.

SHARE CAPITAL

The company concluded a general issue of shares and rights issue during the year. The
rights issue as per circulation on the JSE was concluded on 26 February 2018. Total rights
offered by Imbalie Beauty Limited was 750 000 000, the total number of rights issue shares
issued before year end was 571 675 957, with the remainder of the shares issued
subsequent to year end.

The reconciliation of shares issued are shown below:

                                           28 February 2018           28 February 2017

Opening balance                                  629 872 558               629 872 558
General issue of shares                            4 166 667                         -
Rights issue                                     571 675 957                         -
                                               1 205 715 182             629 872 55873

DIVIDEND POLICY

The Group will not pay a dividend for the 2018 year.

CONTINGENCIES

The Group has various contingent liabilities in terms of head leases entered into with various
landlords on behalf of its franchise operators nationally. The exposure of the Group is
monitored on an ongoing basis with an action plan to actively reduce the Group’s exposure
to head leases. The Group entered into a business continuation agreement with GetBucks
to provide funding to certain of its franchise operators. The Group’s exposure as at 28
February 2018 in this regard amounts to R7.6 million.

FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT

Fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs
to the fair value measurement in its entirety, which are described as follows:

     -    Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
          liabilities that the entity can access at the measurement date;
     -    Level 2 inputs are inputs, other than quoted prices included within Level 1, that are
          observable for the asset or liability, either directly or indirectly; and
     -    Level 3 inputs are unobservable inputs for the asset or liability.

The Group only carries land and buildings at revalued amounts.

Assets measured at                         Carrying amounts                         Fair value
fair value
                                28 February       28 February     28 February     28 February
                                       2017              2018            2017            2018
Land and buildings               13 383 988        13 142 322      13 500 000      14 258 333


 Type                                      Valuation technique

 Land and buildings                        The fair value of land and buildings is determined by
                                           applying the income approach valuation technique,
                                           which incorporates the determination of discount
                                           rate containing an appropriate risk premium.


The carrying amount of all significant financial instruments approximates the fair value.

FINANCIAL RISK MANAGEMENT

The Group's financial risk management objectives and policies are consistent with those
disclosed in the consolidated annual financial statements as at and for the year ended 28
February 2017.

SUBSEQUENT EVENTS

1.       Acquisition of Wepex

On 4 June 2018 Imbalie Beauty shareholders were informed that Imbalie Beauty has on 1
June 2018 agreed to non-binding proposals which will only become binding upon the signing
of definitive agreements. The proposals are in respect of two acquisitions, which will be
subject to the conditions precedent set out in the paragraphs which follow:

     -    the acquisition by Imbalie Beauty of all the shares in and claims on loan account
          against Wepex Geotechnical (Proprietary) Limited (registration number
          2016/468277/07), a company incorporated in South Africa (“Wepex RSA”) from the
          shareholders;

     -    the acquisition by Imbalie Beauty of all the shares in and claims on loan account
          against Makgarapa Products (Proprietary) Limited (registration number CO 99/4389),
          a company incorporated in Botswana (“Makgarapa”) from the shareholders; and

     -    the proposal to acquire Wepex RSA and Wepex Botswana (a 100% owned
          subsidiary of Wepex RSA) is dealt with in one proposal and are jointly hereinafter
          referred to as “the Wepex acquisition”. Wepex RSA and Wepex Botswana are jointly
          hereinafter referred to as “Wepex”.

Rationale for the proposed Wepex acquisition

Imbalie Beauty wishes to dispose of its current business, acquire an unrelated business and
change its name. Wepex has been identified as an acquisition. It will be a condition
precedent of the Wepex acquisition that Makgarapa also be acquired.

Terms and conditions of the proposed Wepex acquisition

It is proposed that Imbalie Beauty will acquire all the shares in and claims on loan account
against Wepex for a purchase consideration of R108 000 000 (one hundred and eight million
Rand).

The proposed purchase consideration will initially be funded by a vendor loan from the
sellers, which loan will thereafter be discharged by the issue to the sellers of 5 400 000 000
(five billion four hundred thousand) shares in Imbalie Beauty at 2 (two) cents per share.

The proposed purchase consideration is based on Wepex having achieved profit after tax of
not less than R20 000 000 (twenty million Rand) for the year ended 28 February 2018 and a
minimum net asset value of R30 000 000 (thirty million Rand) on 28 February 2018, as
reflected in its audited annual financial statements.

Any shortfall in profit after tax will result in a downward adjustment of the purchase price by a
multiple of six times the shortfall, and any shortfall in net asset value will result in a
downward adjustment of the purchase price by a Rand, for every Rand of the shortfall.

After completion of the proposed acquisition, Imbalie Beauty will change its name to Wepex
Limited.

The major shareholders of Imbalie Beauty will provide irrevocable commitments to support
the proposed transactions, as well as irrevocable commitments to vote in favour of a waiver
of a mandatory offer to minority shareholders required by Section 117 read with Section 123
of the Companies Act and Companies Regulation 86(4).

The shares to be issued to the vendors will be subject to the restriction that not more than
25% (twenty five percent) of the consideration shares will be disposed of prior to the first
anniversary of the effective date of the transactions.

Conditions precedent to the proposed Wepex acquisition

The proposed Wepex acquisition will only become binding upon signature of a definitive
agreement, which in turn will be subject to the fulfilment of the following conditions
precedent:

Imbalie Beauty being satisfied with the outcome of the due diligence investigation to be
conducted on Wepex;

Imbalie Beauty disposing of the following subsidiaries:
         -    Placecol Fresh Beauty (Pty) Limited;
         -    Imbalie Beauty Training Academy (Pty) Limited;
         -    Dream Nails Beauty (Pty) Limited;
         -    Imbalie Innovvation (Pty) Limited;
         -    Enjoy Beauty (Pty) Limited; and
         -    Placecol Skin Care Clinic (Pty) Limited

and warranting that after the disposals, Imbalie Beauty will have no actual or contingent
liabilities;

Approval by the shareholders of Wepex of the transaction and waiver of the mandatory offer
to minorities in terms of Companies Regulation 86(4);

Approval by the Imbalie Beauty board and its shareholders in respect of the transaction, the
increase in authorised shares and the issue of shares to the vendors;

All regulatory approvals which may be required, including Competition Commission
approval;

To the extent necessary, the consent of counterparties to material contracts in respect of the
change in control of Wepex;

Rationale for the proposed Makgarapa acquisition

It will be a condition precedent of the Wepex acquisition that Imbalie Beauty acquires
Makgarapa.

Terms and conditions of the proposed Makgarapa acquisition

It is proposed that Imbalie Beauty will acquire all the shares in and claims on loan account
against Makgarapa for a purchase consideration of P70 000 000 (seventy million Pula).

P60 000 000 (sixty million Pula) of the proposed purchase consideration will be settled on
the effective date of this transaction, and the balance in two equal payments of P5 000 000
(five million Pula) on 31 July 2019 and 31 July 2020.

The proposed purchase consideration is based on Makgarapa:

      -       having achieved profit after tax of not less than P15 700 000 (fifteen million seven
              hundred thousand Pula) for the period ending 30 June 2018;
      -       having a minimum net asset value of P43 000 000 (forty-three million Pula) on
              30 June 2018, as reflected in its audited annual financial statements for such
              period;
      -       having achieved profit after tax of not less than P17 500 000 (seventeen million
              five hundred thousand Pula) for the period ending 31 July 2019;
      -       having achieved profit after tax of not less than P19 500 000 (nineteen million five
              hundred thousand Pula) for the period ending 31 July 2020.

Any shortfall in profit after tax will result in a downward adjustment of the purchase price by a
multiple of four times the shortfall, and any shortfall in net asset value will result in a
downward adjustment of the purchase price by a Rand, for every Rand of the shortfall.

After completion of the proposed acquisition, Imbalie Beauty will change its name to Wepex
Limited.

The major shareholders of Imbalie Beauty will provide irrevocable commitments to support
the proposed transaction.
As at the date of the approval of the condensed consolidated financial statements the initial
accounting for the business combinations had not been completed due to outstanding
information required relating to the completion of the business combination accounting.

BOARD CHANGES

Various changes have occurred to the board subsequent to year end. Further details of
these changes are included below.

   -   Mr Bheki Shongwe (BA (Econ), MBA, ACIS, FCIBM), and Mr Gary Harlow (BBusSci
       (Hons), FCMA, CGMA, BCom CA (SA)), were appointed as non-executive Chairman
       and non-executive director of the Company respectively, with effect from
       31 October 2017.

   -   Mr Jarryd Prince resigned as financial director of the Group with effect from
       31 October 2017 and was replaced by Mr Jaques Rossouw with effect from
       1 November 2017.

   -   Mr Wessel van der Merwe’s role changed with effect from 27 March 2017 from
       finance and corporate strategy director to a non-executive director.

   -   Mrs Pumla Tladi resigned as a non-executive director of the Company with effect
       from 31 October 2017.

   -   Mrs Debbie Wolfendale resigned as a non-executive director with effect from
       1 March 2018.

   -   Mr Brent Kairuz was appointed as CEO with effect from 22 February 2018 and
       resigned on 29 May 2018.

   -   Mr Jaques Rossouw resigned as financial director with effect from 7 May 2018.

   -   Ms Daleen Oosthuizen was appointed as financial director on 7 May 2018 and
       resigned on 8 June 2018.

   -   Ms Rina de Jager has been appointed as financial director with effect from
       16 July 2018.

PROSPECTS

The Board of Directors will actively pursue the successful conclusion of a reverse listing and
the disposal of the Group’s cosmetic subsidiaries and businesses over the next three
months.

Statements contained in this announcement, regarding the prospects of the Group, have not
been reviewed or audited by the Group’s external auditors.

APPRECIATION

The directors would like to thank the team, customers, strategic partners and suppliers for
their continued support during the year.

By order of the Board
29 June 2018

Esna Colyn
Chief Executive Officer

CORPORATE INFORMATION
Non-executive directors: B J T Shongwe* (Chairman); W P van der Merwe; T J Schoeman;*
G D Harlow *Independent
Executive directors: E Colyn, R de Jager
Registration number: 2003/025374/06
Registered address: Imbalie Beauty Boulevard, 23 Saddle Drive, Woodmead, 2191
Postal address: PO Box 8833, Centurion, 0046
Company secretary: Paige Atkins
Telephone: (011) 086 9800
Transfer secretaries: Terbium Financial Services (Pty) Limited
Designated Adviser: Exchange Sponsors (2008) (Pty) Limited

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