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Firm intention announcement regarding the disposal by Imbalie Beauty of its subsidiaries in terms of section 112 of
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")
FIRM INTENTION ANNOUNCEMENT REGARDING THE DISPOSAL BY IMBALIE BEAUTY
OF ITS SUBSIDIARIES IN TERMS OF SECTION 112 OF THE COMPANIES ACT, NO 71
OF 2008 (THE "COMPANIES ACT")
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 and the announcement, dated 28 June 2021, where shareholders were 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 ordinary shares in Imbalie Beauty (the "Sale of Shares
Transaction"), to the Purchasers collectively.
Imbalie Beauty has also entered into a written sale of shares and claims agreement ("Disposal
Agreement"), dated 24 June 2021, with iBLOOM (Pty) Ltd ("iBLOOM"), to sell to iBLOOM all its
shares in and claims against the following wholly owned subsidiaries of Imbalie Beauty:
Dreamnails Beauty (Pty) Ltd;
Enjoy Beauty (Pty) Ltd;
Placecol Fresh Beauty (Pty) Ltd;
Imbalie Beauty Training Academy (Pty) Ltd; and
Placecol Skin Care Clinic (Pty) Ltd,
collectively hereinafter referred to as (the "Subsidiaries"), for an aggregate purchase
consideration of R7 630 254, with effect from the third business day after the date upon which the
last of the outstanding suspensive conditions set out below have been fulfilled ("Effective Date)
("the Disposal").
The Disposal is a related party transaction as contemplated in the JSE Listings Requirements as
certain directors of iBLOOM are also directors of Imbalie Beauty. The Major Shareholders are
also the holders and beneficial owners of all the shares in iBLOOM.
2. THE DISPOSAL
2.1 Salient terms of the Disposal
In terms of the Disposal Agreement, iBLOOM will acquire the shares in and claims against the
Subsidiaries for an aggregate purchase consideration of R7 630 254, payable as follows:
• R5 905 254 to Imbalie Beauty on the Effective Date; and
• R1 725 000 in respect of the transaction costs relating to the Disposal and the Sale of
Shares Transaction.
The Disposal is subject to the fulfilment of the following suspensive conditions, namely that by no
later than 31 October 2021:
• all approvals of all regulatory authorities (included the JSE Limited and the Takeover
Regulation Panel ("TRP")) which are required to implement the Disposal are obtained; and
• the requisite shareholders' approvals to implement the Disposal in accordance with the
provisions of the Companies Act have been received.
Imbalie Beauty has provided warranties to iBLOOM in relation to the Disposal which are standard
for a transaction of this nature.
2.2 Rationale for the Disposal
Absa Bank Limited had provided Placecol Fresh Beauty (Pty) Ltd with a Covid-19 loan. One of
the major conditions to the loan being that the Company delists from the JSE Limited or
alternatively that the operating subsidiary company to which the Covid-19 loan was granted no
longer forms part of the Imbalie Beauty group of companies.
Imbalie Beauty is of the opinion that the conduct of the Subsidiaries’ businesses in a de-listed
environment will be more suitable than its current operations as the cost savings in a de-listed
environment will be substantial.
2.3 Categorisation of Disposal
The Disposal is a category 2 transaction in terms of the JSE Listings Requirements and does not
require approval from the Company's shareholders. In terms of paragraph 10.1 read with
paragraph 21.12(b) of the JSE Listings Requirements, the Disposal is a small related party
transaction which does not require approval from the Company's shareholders.
The Disposal constitutes a disposal of the whole or the greater part of the assets of Imbalie Beauty
as contemplated in section 112 of the Companies Act, such Disposal being an affected
transaction (as defined in section 117(1)(c) of the Companies Act) and will require the approval
of Imbalie Beauty shareholders in terms of section 115 of the Companies Act and the TRP.
2.4 Net asset value and profits of the Disposal
The net asset value of the assets of the Disposal as at 28 February 2021 was R29.9 million and
the losses attributable to the net assets of the Disposal at 28 February 2021 were R9.4 million.
2.5 Circular
A circular containing the full details of the Disposal, incorporating a notice convening the required
general meeting of shareholders of Imbalie Beauty, will be distributed to shareholders in due
course and in any event within 20 business days from the date of this announcement, as specified
in the Companies Regulations, 2011 ("Regulations").
The salient dates in relation to the Disposal will be published on SENS prior to the issuing of the
aforementioned circular.
2.6 Interest of iBLOOM in Imbalie Beauty
iBLOOM does not own any shares in Imbalie Beauty as at the date of this announcement.
The Major Shareholders, who are acting in concert with iBLOOM in connection with the Disposal,
own 997 418 768 shares in Imbalie Beauty as at the date of this announcement. As disclosed in
paragraph 1 above, the Major Shareholders are selling 847 805 953 shares of the aforementioned
shares held by them in terms of the Sale of Shares Transaction.
3. CASH CONFIRMATION
The TRP has been given an appropriate written confirmation, as contemplated in Regulation
111(4) of the Regulations, from Amod's Attorneys, situated at Suite 900, Nedbank House, 30
Ingcuce Street (formerly Albert Street), Durban, that iBLOOM has sufficient cash resources
available to meet its cash commitments to Imbalie Beauty shareholders in relation to the Disposal.
4. INDEPENDENT BOARD
As required in terms of the Companies Act and the Regulations, Imbalie Beauty has constituted
an independent board, comprising of Jack Phalane, Pumla Tladi and Theo Schoeman
("Independent Board"). The Independent Board has appointed Suez Capital Proprietary Limited
as the independent expert to provide the Independent Board with external advice regarding the
Disposal and to make appropriate recommendations to the Independent Board for the benefit of
Imbalie Beauty shareholders.
5. DIRECTORS RESPONSIBILITY STATEMENT
The Independent Board of Imbalie Beauty and the directors of iBLOOM:
– 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.
6 July 2021
Woodmead
Designated Advisor
Exchange Sponsors
Legal Advisers
Werksmans Attorneys
Independent Expert
Suez Capital
Date: 06-07-2021 08:13:00
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