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IMBALIE BEAUTY LIMITED - Disposal of Imbalie Innovvation (Proprietary) Limited

Release Date: 06/08/2020 15:24
Code(s): ILE     PDF:  
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Disposal of Imbalie Innovvation (Proprietary) Limited

Imbalie Beauty Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/025374/06)
(Share Code: ILE ISIN: ZAE000165239)
(“Imbalie” or “the company”)

Disposal of Imbalie Innovvation (Proprietary) Limited

1. Introduction
   Shareholders are advised that Imbalie entered into an agreement on 31 July 2020 with Siswe
   Investments (Proprietary) Limited (“Purchaser”) to sell the shares, reserves and claims of
   Imbalie Innovvation (Proprietary) Limited (“Imbalie Innovvation”)(“Seller”), a wholly owned
   subsidiary of Imbalie with effect from the date that all conditions precedent below have been
   met (“the Transaction”).
   The Transaction is a related party transaction.
2. Rationale
   The rationale for the Transaction is to reduce the Imbalie group’s liabilities which will
   strengthen the Company’s balance sheet and lead to a reduction in the interest expense on
   expensive debt.
3. Salient terms and conditions precedent
   In terms of the agreement, the Purchaser shall acquire the shares and claims of Imbalie
   Innovvation for an amount of R690 651 to be paid by the Seller over a period of 12 months.
   Imbalie Innovvation owns a property described as Erf 773 and 774 Woodmead Extension 22
   Township situated at 23 Saddle Drive, Woodmead Office Park, Woodmead (“Property”).
   The effective price for the Property is R13 500 000, being the book value and latest valuation,
   but due to large debt in Imbalie Innovvation, has resulted in the amount owing by the Seller.
   The Transaction is subject to the following conditions precedent:
    3.1   ABSA Bank Limited consents to the Transaction and the cancellation of the second
          bond over the Property; and
    3.2   the release of securities held by Nimavax (Proprietary) Limited (“Nimavax”) in terms of
          a loan agreement signed and entered into between the Seller and Nimavax on
          29 May 2018.
    .The following conditions precedent having been fulfilled:
    3.3   the Seller obtaining approval from Candur Active Value Investments (Proprietary)
          Limited (“CAVI”) to the release of Imbalie Innovvation’s shares as held by CAVI Brands
          in an Escrow Account; and
    3.4   the conclusion of a lease agreement.
   The Seller has provided warranties in relation to the Transaction which are standard for
   transactions of this nature.
4. Categorisation of transaction
   Holistics Remedies (Proprietary) Limited, a material shareholder in Imbalie, is the 100% owner
   of the Purchaser. The transaction is therefore deemed as a small related party transaction in
   terms of Section 10.1 read with Section 21.11 of the Listings Requirements of the JSE Limited
   and no shareholder approval is required.
5. Net asset value and profits of the Transaction
   The negative equity was R568 060 and the loss attributable to the net assets at
   29 February 2020 was R903 775.

6 August 2020

Designated Advisor
Exchange Sponsors

Date: 06-08-2020 03:24:00
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