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Joint Announcement – Posting of Mandatory Offer Circular and Salient Dates and Times
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 – POSTING OF MANDATORY OFFER CIRCULAR AND SALIENT DATES AND
TIMES
Shareholders are referred to the joint firm intention announcement published on SENS on
25 November 2019, wherein shareholders were advised that Empire would make an offer to acquire
all the remaining ordinary shares in Nutritional Holdings not already held by Empire (“Mandatory
Offer”), 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.
Shareholders are hereby advised that the joint mandatory offer circular was distributed to Nutritional
Holdings shareholders on 20 January 2020 ("Mandatory Offer Circular").
Accordingly, the salient dated and times of the Mandatory Offer are as set out in the table below. The
definitions commencing on page 5 of the Mandatory Offer Circular apply to these salient dates and
times.
2020
Friday, 17 January
Record date in order to be eligible to receive this circular on
Circular distributed to Nutritional Holdings Shareholders and Monday, 20 January
announced on SENS on or about
Tuesday, 21 January
Offer opens at 09:00 on
Tuesday, 3 March
Last day to trade in order to be eligible to participate in the Offer on
Nutritional Holdings Shares trade “ex” the right to participate in the Wednesday, 4 March
Offer
Friday, 6 March
Offer closes at 12:00 on (closing date) on
Offer Record Date, being the final date upon which Nutritional
Friday, 6 March
Holdings Shareholders must be recorded in the Nutritional Holdings
register in order to be eligible to participate in the Offer, on
Offer Consideration credited to the Dematerialised Offer
Participant’s account at his CSDP or Broker (as the case may be) or
bank accounts of Certificated Offer Participants credited or Offer Monday, 9 March
Consideration posted by cheque to Certificated Offer Participants at
the Certificated Offer Participant’s own risk
Results of Offer to be published on SENS on Monday, 9 March
Notes:
1. All dates and times are subject to amendment by Empire. Any such change will be announced on
SENS.
2. Certificated Nutritional Holdings Shareholders who wish to participate in the Offer are required
to complete and return the form of acceptance, surrender and transfer (pink) in accordance with
the instructions contained therein to be received by the Transfer Secretaries by no later than
12:00 on the closing date.
3. Dematerialised Nutritional Holdings Shareholders must notify their CSDP or Broker of their
acceptance of the Offer in the manner and time stipulated in the Custody Agreements governing
the relationships between such Dematerialised Nutritional Holdings Shareholders and the CSDP
or Broker.
4. All times indicated above are South African times.
5. The deemed effective date of disposal of Nutritional Holdings Shares by Offer Participants will be
the date that the Offer Consideration is credited to the Offer Participant’s account or the date
that the cheque in payment of the Offer Consideration is posted to the Certificated Offer
Participants, as the case may be.
6. Even though the salient dates and times are subject to change, this should not be regarded as a
consent or dispensation for any time periods which may be required in terms of the Companies
Act Regulations, where applicable, and any such consents or dispensations must be specifically
applied for, and granted by the TRP.
7. Share certificates may not be dematerialised or rematerialised between Wednesday, 4 March
2020 and Friday, 6 March 2020, both dates inclusive.
The board of directors of the Company, individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of
the Company certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not omit
anything that is likely to affect the importance of the information contained herein, and that all
reasonable enquiries to ascertain such information has been made.
Durban
21 January 2020
Designated Adviser to Nutritional Holdings
Exchange Sponsors
Date: 21-01-2020 02:10:00
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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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