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Joint announcement Firm Intention Mandatory Offer to Nutritional Shareholders by Empire and Withdrawal of Cautionary
Nutritional Holdings Limited Empire Cannabis Holdings Limited
(Registration number: 2004/002282/06) (Registration number: 2019/364151/06)
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Share Code: NUT ISIN Code: ZAE000156485) (“Empire”)
(“Nutritional Holdings” or “the Company”)
JOINT ANNOUNCEMENT OF THE FIRM INTENTION TO MAKE A MANDATORY OFFER TO
NUTRITIONAL HOLDINGS SHAREHOLDERS BY EMPIRE AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
1.1 Nutritional Holdings shareholders are referred to the announcement released on SENS on 31
October 2019 (“Cautionary Announcement”) wherein they were advised that Empire has
acquired 9 200 000 000 Nutritional Holdings shares, representing 66.94% of the Company’s
issued ordinary share capital from Baphalane Ba Mantserre Investment Holdings Proprietary
Limited at price of 0.11 (zero point one one) cents per share (“the Acquisition”).
1.2 The Acquisition constitutes more than 35% of the issued share capital of the Company and
therefore Empire is required to make a mandatory offer to all remaining shareholders of the
Company (“Mandatory Offer”).
1.3 Accordingly, the terms of the Mandatory Offer that will be made to shareholders of Nutritional
Holdings are set out in this joint firm intention announcement (“Joint Announcement”).
1.4 At the close of business on 31 October 2019, Empire held 9 200 000 000 issued ordinary shares
in Nutritional Holdings representing 66.94% of the entire issued share capital of Nutritional
Holdings.
1.5 The Mandatory Offer is an affected transaction in terms of section 117 of the Companies Act, Act
71 of 2008 (“the Companies Act”). Therefore, the Mandatory Offer will be regulated by the
Companies Act, Companies Regulations, 2001 (“Regulations”) and Takeover Regulation Panel
(“TRP”).
2. RATIONALE FOR THE MANDATORY OFFER
The rationale for the Mandatory Offer is to comply with the requirements of the Companies Act
regarding a mandatory offer, thereby offering all Nutritional Holdings shareholders, who no longer
wish to remain as shareholders of the Company, with an offer to acquire their Nutritional Holdings
shares in order to take up a greater shareholding in Nutritional Holdings going forward.
3. TERMS OF THE MANDATORY OFFER
3.1 Empire intends making an offer to acquire all the remaining ordinary shares in Nutritional
Holdings not already held by Empire, for an offer consideration equal to 0.11 (zero point one one)
cents per Nutritional Holdings share (“Mandatory Offer Consideration”). Nutritional Holdings
shareholders may elect to accept the Mandatory Offer in whole or part.
3.2 The Mandatory Offer Price represents a discount of 89% over the Nutritional Holdings trading
price as at 30 October 2019 of 1 cent per share, the day prior to the release of the Cautionary
Announcement.
3.3 No amendment or variation of the Mandatory Offer shall be valid unless it is agreed to by Empire
in writing and approved by the TRP, provided that Empire shall not agree to any amendment or
variation that has the effect of reducing the Mandatory Offer Consideration.
3.4 The Mandatory Offer will be governed by and construed in accordance with the laws of South
Africa and shall be subject to the exclusive jurisdiction of the South African courts.
3.5 The Mandatory Offer does not constitute an offer to purchase or the solicitation of an offer to sell
any Nutritional Holdings shares in any jurisdiction in which such Mandatory Offer, solicitation or
sale would be unlawful prior to the registration or qualification under the laws of such jurisdiction.
4. NO SET-OFF OF MANDATORY OFFER CONSIDERATION
Settlement of the Mandatory Offer Consideration pursuant to the Mandatory Offer will be
implemented in full in accordance with the terms of the Mandatory Offer without regard to any
lien, right of set-off, counterclaim, deduction, withholding or other analogous right to which Empire
may otherwise be, or claim to be, entitled against any Nutritional Holdings shareholder.
5. CONDITIONS PRECEDENT TO THE MANDATORY OFFER
The Mandatory Offer will not be subject to any conditions precedent.
6. CASH CONFIRMATION
The TRP has received 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 Empire has sufficient cash resources available to meet its
cash commitments to Nutritional Holdings shareholders in relation to the Mandatory Offer.
7. POSTING OF THE CIRCULAR
A combined Mandatory Offer circular is being prepared and it is anticipated that the combined
Mandatory offer circular will be mailed to shareholders in due course and in any event within 20
business days from the date of this Joint Announcement, as specified in the Regulations.
The salient dates in relation to the Mandatory Offer will be published on SENS prior to the issuing
of the aforementioned joint Mandatory Offer circular.
8. ARRANGEMENT, AGREEMENTS AND UNDERTAKINGS
Philisani Proprietary Limited, a beneficial shareholder of Empire holding 1,000,000,000 (1 billion)
of the ordinary shares in Nutritional Holdings or 7.28 % of the issued share capital of Nutritional
Holdings, has signed an irrevocable undertaking not to accept the Mandatory Offer.
Save for the above, there are no arrangements, agreements or undertakings between Empire,
Nutritional Holdings, and director of Nutritional Holdings, any person who was a director of
Nutritional Holdings in the previous 12 months, any shareholder of Nutritional Holdings or any
shareholder of Nutritional Holdings in the previous 12 months, that is material to the Mandatory
Offer.
9. OPINIONS AND RECOMMENDATIONS
As required in terms of the Companies Act and Companies Regulations, Nutritional Holdings is
in the process of constituting an independent board (“the Nutritional Holdings Independent
Board”). The Nutritional Holdings Independent Board will appoint an independent expert to
provide the Nutritional Holdings Independent Board with external advice in regard to the
Mandatory Offer and to make appropriate recommendations to the Nutritional Holdings
Independent Board for the benefit of Nutritional Holdings shareholders.
10. DIRECTORS RESPONSIBILITY STATEMENT
10.1 The directors of Empire, insofar as the information in this Joint Announcement relates to Empire:
• Collectively and individually accept full responsibility for the accuracy of this information
given in this Joint Announcement;
• Certify that, to the best of their knowledge and belief, the information in this Joint
Announcement is true and correct; and
• Certify that, the Joint Announcement does not omit anything likely to affect the importance
of the information disclosed.
10.2 The directors of Nutritional Holdings, insofar as the information in this Joint Announcement
relates to Nutritional Holdings:
• Collectively and individually accept full responsibility for the accuracy of this information
given in this Joint Announcement;
• Certify that, to the best of their knowledge and belief, the information in this Joint
Announcement is true and correct; and
• Certify that, the Joint Announcement does not omit anything likely to affect the importance
of the information disclosed.
Johannesburg
25 November 2019
Designated Adviser
Exchange Sponsors
Date: 25-11-2019 03:02:00
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