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NUTRITIONAL HOLDINGS LIMITED - Joint Announcement Posting of Mandatory Offer Circular and Salient Dates and Times

Release Date: 21/01/2020 14:10
Code(s): NUT     PDF:  
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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”)


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

                                                                                    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
                                                                                      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

1. All dates and times are subject to amendment by Empire. Any such change will be announced on
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.

21 January 2020

Designated Adviser to Nutritional Holdings
Exchange Sponsors

Date: 21-01-2020 02:10:00
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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