NUTRITIONAL HOLDINGS LIMITED - Declaration Announcement in Respect of a Proposed Fully Underwritten Rights Offer to NUT Shareholders

Release Date: 14/08/2018 09:00
Code(s): NUT
 
Wrap Text
Declaration Announcement in Respect of a Proposed Fully Underwritten Rights Offer to NUT Shareholders

Nutritional Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/002282/06)
Share code: NUT
ISIN Number: ZAE000156485
(“NUT” or “the Company”)

DECLARATION ANNOUNCEMENT IN RESPECT OF A PROPOSED FULLY UNDERWRITTEN RIGHTS
OFFER TO NUT SHAREHOLDERS

1.     INTRODUCTION

       Shareholders are hereby advised that the NUT board has resolved to
       undertake a fully underwritten non-renounceable rights offer to NUT
       shareholders (“Rights Offer”).

       TERMS OF THE RIGHTS OFFER

       In terms of the Rights Offer, the Company will offer 10 billion ordinary
       shares to NUT shareholders at a subscription price equal to R0.001 per
       share (“Rights Shares”), to raise an amount of R10 million, before
       expenses, in the ratio of 273.72002 Rights Shares for every 100 ordinary
       shares held (“Entitlement”) on the record date of the Rights Offer, being
       Friday, 24 August 2018.

       The implementation of the Rights Offer is conditional upon the approval
       thereof by the JSE Limited (“the JSE”).

       The Rights Shares will, upon allotment and issue, rank pari passu with
       all other existing NUT shares.

     2. SALIENT DATES AND TIMES

       The salient dates and times of the Rights Offer are as follows, which
       dates are subject to approval by the JSE:

                                                                           2018

Finalisation announcement released on SENS                  Thursday, 16 August

Publication of Rights Offer Circular on the website
of NUT                                                      Thursday, 16 August

Last day to trade in NUT Shares in order to
participate in the Rights Offer (cum entitlement)            Tuesday, 21 August
Listing of Letters of Allocation on the JSE under
the JSE code NUTN and ISIN ZAE000260279 and
immediate suspension thereof from the commencement
of trading at 9:00 on                                       Wednesday, 22 August

NUT Shares commence trading ex-Rights on the JSE at
09:00 on                                                    Wednesday, 22 August

Circular distributed together with a Form of
Instruction posted to Certificated Shareholders             Wednesday, 22 August

Record Date for the Rights Offer                               Friday, 24 August

Non Renounceable Rights Offer opens at 09:00 on                Monday, 27 August

Certificated Shareholders will have their Letters of
Allocation credited to an electronic account held at
the Transfer Secretaries at 09:00 on                           Monday, 27 August

Circular, where applicable, posted to Qualifying
Dematerialised Shareholders                                    Monday, 27 August

Dematerialised Shareholders will have their accounts
at their CSDP or Broker credited with their
Entitlement at 09:00 on                                        Monday, 27 August

Last day for trading* in respect of take-up (* no
trading is permitted in Letters of Allocation,
processing purposes only)                                     Tuesday, 28 August

Rights Offer closes at 12:00. Payment to be made and
Form of Instruction lodged by Certificated
Shareholders wishing to subscribe for all or part of
the Entitlement at the Transfer Secretaries* on                Friday, 31 August

Record Date for the Letters of Allocation                      Friday, 31 August

Rights Offer Shares issued and posted to
Shareholders in certificated form (where applicable)
on or about                                                  Monday, 3 September

                                                             Monday, 3 September
Listing of Rights Offer Shares and trading therein
at commencement of business on

Rights Offer Shares not subscribed for in terms of
the Rights Offer, issued to the Subscriber on                 Monday, 3 September

CSDP or Broker accounts of Dematerialised
Shareholders updated with Rights Offer Shares and
debited with any payments due on                              Monday, 3 September

Results of Rights Offer announced on SENS                     Monday, 3 September

Refund to the Subscriber in terms of Rights Offer
Shares taken up by Shareholders on                         Wednesday, 5 September


* CSDP effect payment in respect of Dematerialised Shareholders on a delivery versus
payment method.
Notes:
1. Unless otherwise indicated, all times indicated above and elsewhere in
   this Circular are South African times.
2. Shareholders may not dematerialise or rematerialise their Shares between
   Wednesday, 22 August 2018 and Friday, 24 August 2018, both dates
   inclusive.

3.    RIGHTS OFFER CIRCULAR

      A circular containing full details of the Rights Offer and incorporating
      a form of instruction in respect of a letter of allocation reflecting
      the Entitlement of NUT shareholders to the Rights Shares (“Letter of
      Allocation”), will be posted to shareholders in due course (“Circular”).

      The Letters of Allocation are negotiable and will be listed on the JSE
      under the share code NUTN and ISIN ZAE000260279. The Rights Shares
      cannot be traded before such shares are listed on the JSE.

      Shareholders are referred to the Circular for the procedures for
      acceptance, sale or renunciation of their Entitlement to the Rights
      Shares.

      NUT and the transfer secretaries accept no responsibility and will not
      be held liable for any allocation of Entitlements pursuant to payment
      being made or alleged to have been made and where proof of such payment
      has not been received or purported proof of such payment being
      insufficient or defective for NUT together with the Transfer
     Secretaries, for any reason, not being able to reconcile a payment or
     purported payment with a particular application for Rights Offer Shares.

  3. JURISDICTION

     All transactions arising from the provisions of this Circular and the
     Form of Instruction shall be governed by and be subject to the laws of
     South Africa. The Rights Offer may be affected by the laws of the
     relevant   jurisdictions   of foreign Shareholders. Such foreign
     Shareholders should inform themselves about and observe any applicable
     legal requirements of such jurisdictions in relation to all aspects of
     this Circular that may affect them, including the Rights Offer. It is
     the responsibility of any foreign Shareholder to satisfy
     himself/herself as to the full observation of the laws and regulatory
     requirements of the relevant jurisdiction in connection with the Rights
     Offer, including the obtaining of any governmental, exchange control
     or other consent or the making of any filings which may be required,
     the compliance with other necessary formalities, the payment of any
     issue, transfer or other taxes or requisite payments due in such
     jurisdiction. The Rights Offer is further subject to any other
     applicable laws and regulations, including the Exchange Control
     Regulations. Any foreign Shareholder who is in doubt as to his/her
     position, including, without limitation, his/her tax status, should
     consult an appropriate independent professional adviser in the relevant
     jurisdiction without delay.

Durban
14 August 2018

Corporate Advisor and Designated Advisor
PSG Capital

Date: 14/08/2018 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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