IMBALIE BEAUTY LIMITED - Sale of shares by major shareholders and cautionary announcement

Sale of shares by major shareholders and cautionary announcement

Imbalie Beauty Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/025374/06)
(Share Code: ILE ISIN: ZAE000165239)
("Imbalie Beauty" or "the Company")

SALE OF SHARES BY MAJOR SHAREHOLDERS AND CAUTIONARY ANNOUNCEMENT


1. INTRODUCTION
Shareholders are referred to the SENS announcements dated 12 October 2020 and
26 February 2021 respectively regarding the proposed de-listing process to be followed by the
Company.
Shareholders are advised that Holistics Remedies (Pty) Ltd, SA Madiba Investments (Pty) Ltd,
Unihold Group (Pty) Ltd and Esna Colyn ("Major Shareholders”), who are major shareholders
and/or directors of Imbalie Beauty, have entered into a written sale of shares agreement ("Sale
of Shares Agreement"), dated 24 June 2021, with Shenver Investments (Pty) Ltd and Baxfex (Pty)
Ltd (collectively the "Purchasers"), to sell some of their shares in Imbalie Beauty (the
"Transaction") to the Purchasers.
2. TRANSACTION AND CAUTIONARY ANNOUNCEMENT
In terms of the Sale of Shares Agreement, the Purchasers will acquire 847 805 953 ordinary
shares in Imbalie Beauty ("Sale Shares") from the Major Shareholders, constituting 61,26% of the
entire issued share capital of Imbalie Beauty, at 0.90 cents per share, for an aggregate purchase
consideration of R7 630 254. The Transaction is subject to the fulfilment or waiver, as the case
may be, of a number of suspensive conditions.
The Sale Shares constitute more than 35% of the total issued share capital of the Company and
is accordingly an affected transaction as defined in section 117 of the Companies Act, No 71 of
2008 ("Companies Act").
Once the Transaction becomes unconditional, it will give rise to a mandatory offer by the
Purchasers to all other shareholders of the Company in terms of section 123 of the Companies
Act.
Shareholders are advised to exercise caution when dealing in the Company’s securities until a
more detailed announcement is made.
3. DIRECTORS DEALINGS IN SECURITIES

In terms of paragraphs 3.63 to 3.65 (read with paragraph 21.23) of the JSE Limited Listings
Requirements, the following information relating to the sale of ordinary shares by directors of
Imbalie Beauty are disclosed:

Company:                             Imbalie Beauty
Name of director:                    Esna Colyn
Date of transaction:                 24 June 2021
Nature of transaction:               Off market sale
Price:                               0.90 cps
Number of shares:                    48 450 000
Total amount:                        R 436 050.00
Class of shares:                       Ordinary Shares
Nature of interest:                    Direct Beneficial
Clearance obtained:                    Yes

Company:                               Imbalie Beauty
Name of director:                      Wessel Petrus van der Merwe
Date of transaction:                   24 June 2021
Nature of transaction:                 Off market sale
Price:                                 0.90 cps
Number of shares:                      289 994 030
Total amount:                          R 2 609 946.27
Class of shares:                       Ordinary Shares
Nature of interest:                    Indirect Beneficial
Clearance obtained:                    Yes


Company:                               Imbalie Beauty
Name of director:                      Gary David Harlow
Date of transaction:                   24 June 2021
Nature of transaction:                 Off market sale
Price:                                 0.90 cps
Number of shares:                      123 072 917
Total amount:                          R 1 107 656.25
Class of shares:                       Ordinary Shares
Nature of interest:                    Indirect Beneficial
Clearance obtained:                    Yes


4      DIRECTORS RESPONSIBILITY STATEMENT

The Directors of Imbalie Beauty :

– have considered all statements of fact and opinion in this announcement;

– accept, individually and collectively, full responsibility for the accuracy of the information given;

– certify that, to the best of their knowledge and belief, there are no omissions of material facts or
 considerations which would make any statement of fact or opinion contained in this document
 false or misleading;

– have made all reasonable enquiries in this regard; and

– confirm that this announcement contains all information required by the Regulations.



28 June 2021
Woodmead


Designated Advisor
Exchange Sponsors
Legal Advisers
Werksmans Attorneys

Date: 28-06-2021 03:26:00
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.