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Update Announcement - Initial Coin Offering
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”)
UPDATE ANNOUNCEMENT – INITIAL COIN OFFERING
Shareholders are referred to the clarification announcement regarding the initial
coin offering (“ICO”) offered to Nutritional Holdings shareholders as published on
SENS on 14 April 2021 (“14 April announcement”).
As detailed in the 14 April announcement, CannaCrypt was conceived by
Nutritional Holdings and its wholly-owned subsidiary, Ukusekela Holdings (Pty) Ltd
(“Ukusekela”) for purposes of exploring alternative funding strategies for the working
capital needs related to the expected growth in Ukusekela’s cannabis business.
Shareholders are advised that at the time that they were invited to participate in the
ICO, the directors’ focus had been on securing the required working capital funding
for Ukusekela and the letter sent to shareholders on 25 March 2021 accordingly
noted that the cannacyrpt coin offering was being launched through Ukusekela.
However, following further consultations with the Company’s advisors, the directors
came to the realisation that, operationally, it would be more efficient for the ICO to
be housed in a separate entity outside of the Nutritional Holdings group and a
company known as Cannacrypt (Pty) Ltd (“CannaCrypt”) was duly incorporated for
this purpose. Shareholders were accordingly advised in the 14 April announcement
that the ICO is being housed in CannaCrypt, a separate entity formed under the
control of one of the executive directors of Nutritional Holdings, Mr N Dasarath.
The objective of the ICO remains an alternative funding instrument in lieu of
potentially exorbitant interest repayments and long-term debt with 2nd or 3rd tier
financiers. Cannacrypt will offer Nutritional Holdings an opportunity to secure
working capital to satisfy current and future contracts without the pressure that 3 rd
tier financing applies on day-to-day activities, while providing a long-term benefit to
the Company to secure growth.
The subscription monies received from the initial subscribers to the ICO (“ICO
subscribers”) were originally paid into an Ukusekela bank account. For purposes of
ensuring the continuity of the ICO and in light of the fact that cannacrypt coins
have already been issued to ICO subscribers, Ukusekela has transferred the
subscription monies received to date into a Trust account opened by CannaCrypt.
As noted in the 14th April announcement, monies received from ICO subscribers has
been ringfenced and remain secure in this Trust account.
In light of the lack of specific regulations relating to ICO’s in South Africa, the
Company and its advisors are engaging with the various regulatory authorities,
including the JSE Limited (“JSE”), the Companies and Intellectual Property
Commission (“CIPC”) and the Financial Sector Conduct Authority (“FSCA”) in order
to ensure that the ICO is formalised. In this regard, the following process has been
agreed:
- CannaCrypt will remain independent of Nutritional Holdings and Ukusekela;
- CannaCrypt has applied for registration as a Financial Services Provider (“FSP”)
under FSP number 51637 and will be engaging with the FSCA;
- CannaCrypt will be converted from a private company into a public company
as discussed with CIPC;
- CannaCrypt will then publish a prospectus in accordance with the Companies
Act, 2008 in order to establish best practice in the absence of current and clear
regulations, which could potentially set a precedent for ICOs and
cryptocurrency regulations going forward;
- Any additional requirements put forward by any of the regulatory organisations
referred to above will be considered;
- CannaCrypt will then extend its offering to the Nutritional Holdings shareholders
(on a preferential basis) and to the general public once the prospectus has
been registered;
- The final terms and conditions for the agreement between Nutritional Holdings,
Ukusekela and CannaCrypt are currently being drawn up and details will be
announced in due course.
In conclusion, as per the 14 April announcement, the Board will ensure that
shareholders are fully advised should CannaCrypt become a subsidiary of the
Company or should any related party funding or other agreements be concluded
between the Company and CannaCrypt. If the agreement terms are not market
related in terms of Section 10 of the JSE Listings Requirements, then the appropriate
JSE Listings Requirements will be applied, and if necessary, shareholder approval
obtained.
By order of the Board
Johannesburg
22 April 2021
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 22-04-2021 07:05:00
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