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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').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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