Acquisition of Ukusekela and Further Cautionary Announcement
Nutritional Holdings Limited
(Registration number: 2004/002282/06)
(Incorporated in the Republic of South Africa)
(Share Code: NUT ISIN Code: ZAE000156485)
(“Nutritional Holdings” or “the Company”)
ACQUISITION OF UKUSEKELA AND FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcements dated 17 December 2019, 31 January 2020
and 13 March 2020 and are advised that Nutritional Holdings has entered into an agreement
dated 23 March 2020 with The Wellness Trust 29 (“the Trust”) to acquire a 100% shareholding
in Ukusekela Holdings (Pty) Ltd (“Ukusekela”) for a total consideration of R140 million payable
by a combination of cash and the issue of Nutritional Holdings shares at 4.5 cents per share (“the
2. BACKGROUND AND RATIONALE FOR THE TRANSACTION
The Trust currently holds 100% of Ukusekela’s shareholding.
Ukusekela holds various licenses in Lesotho, Zimbabwe and Swaziland for the cultivation,
harvesting, manufacturing, distribution, importing and exporting of cannabis as well as a research
laboratory in South Africa.
Ukusekela holds a take-off agreement with Europharma Medical Corporation, a cannabis
pharmaceutical company based in Europe which has a license to distribute CBD Oils and infused
products in more than 15 countries.
3. TRANSACTION CONSIDERATION
The purchase consideration will be R140 million payable by a combination of cash and the issue
of Nutritional Holdings shares at 4.5 cents per share payable as follows:
• 2 (two) billion shares will be issued to Ukusekela at 4.5 cents per share which equates to
R90 million; and
• R50 million in cash.
4. CONDITIONS PRECEDENT
The Transaction will be subject to the fulfilment of the following conditions within 150 days of the
signature of the agreement (“Conditions Precedent”):
• any regulatory approvals as may be required, including the JSE Limited, Takeover
Regulation Panel and the Competition Act; and
• the approval by Nutritional Holdings shareholders.
5. EFFECTIVE DATE
The effective date of the Transaction is 17 December 2019, or any other date agreed to by the
6. WARRANTIES AND OTHER MATERIAL TERMS
Ukusekela has provided a profit warranty to Nutritional Holdings of a minimum profit after tax of
R30 million per annum for a two-year period. R25 million per annum for the balance of the R50
million cash consideration, will be paid to Ukusekela with one payment end of March 2021 and
the last payment at end of March 2022. There will be no interest payable by Nutritional Holdings
to Ukusekela for the balance outstanding.
7. FINANCIAL INFORMATION OF THE TRANSACTION
The financial information relating to the Transaction will be available in due course.
In terms of the JSE Listings Requirements, the Transaction constitutes a Category 1 transaction
and therefore Nutritional Holdings’ shareholder approval is required. The Company will consult
with the JSE to determine if the Transaction is considered a reverse take-over and Revised
Listing Particulars are required. A circular convening a general meeting and providing further
information on the Transaction will be sent to the Company’s shareholders in due course.
9. FURTHER CAUTIONARY ANNOUNCEMENT
Due to the unavailability of the financial information as mentioned above, Shareholders are
advised to continue exercising caution when dealing in the Company’s shares until the financial
information is released.
27 March 2020
Designated Advisor to Nutritional Holdings
Date: 27-03-2020 10:35:00
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.