NUTRITIONAL HOLDINGS LIMITED - Shareholder Update Status of Nutritional Holdings Limited

Shareholder Update – Status of Nutritional Holdings Limited

Nutritional Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2004/002282/06)
Share code: NUT      ISIN: ZAE000298568
(“Nutritional Holdings” or “the Company” or “the Group”)


       SHAREHOLDER UPDATE – STATUS OF NUTRITIONAL HOLDINGS LIMITED


Shareholders are advised that the late update of SENS announcements are for the following reasons:

    1. The board has had resignations during November and December which made it difficult to collate the
       required information in a timeous manner.
    2. The CEO, Financial Manager and Financial Assistant had contracted Covid and was unable to
       compile any reports.
    3. The holiday season disrupted communications between the various parties needed to complete the
       updates.

The board wishes to update the market as follows:

Subsequent events that transpired since the 12th of November 2021:

MONTHLY UPDATE – NOVEMBER 2021

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, the board of directors of
Nutritional Holdings (“Board”) hereby notifies its shareholders that Ms Helena Dorothea Grewar has resigned
as a director and Chairman of the Board as at the 2nd of November 2021.

MONTHLY UPDATE – DECEMBER 2021

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, the board of directors of
Nutritional Holdings (“Board”) hereby notifies its shareholders that Mr Boy Ngubo and Mr Basil Mashabane
have resigned as a non-executive directors and chairperson of the Audit and Risk Committee with immediate
effect.

The Board thanks Mr Boy Ngubo and Mr Basil Mashabane for their valuable contribution to the Company and
wishes them well in their future endeavours.

The board is currently conducting interviews for suitable replacements which will additionally prompt a
restructure of the Audit and Risk Committee.

MONTHLY UPDATE – JANUARY 2022

The board of directors of Nutritional Holdings (“the Board”) issues this monthly progress report in compliance
with paragraph 1.11(b) of the Listings Requirements of the JSE Limited (“JSE”) following the suspension of
trade in the Company’s securities on 26 May 2021 as a result of various concerns and potential breaches of
the Listings Requirements.

The lifting of the suspension can only occur following the publication of the audited results for the year ended
28 February 2021 (“Annual Results”) and the distribution of the Annual Report, which are overdue. This is the
key focus of the Company at present.

Accordingly, the Board is aiming to have the audit finalised during February 2022 and the intention is to
release the Annual Results on SENS upon finalisation.
We will continue to update the JSE as to the progress of the matters set out above.




SHAREHOLDERS ARE REFERRED TO THE CAUTIONARY ANNOUNCEMENT OF 2 SEPTEMBER 2021 -
IMMINENT BOARD RESTRUCTURE AND RECAPITALISATON

Shareholders are advised that Nutritional Holdings is currently undergoing a board restructuring which will
include resignations and new appointments and is also expected to result in the injection of additional funding
into the group and a new strategy.

RESIGNATION OF DESIGNATED ADVISOR AND COMPANY SECRETARY

The companies designated advisor and company secretary, Merchantec and Acorim Proprietary Limited
respectively, have resigned and the company is in the process of appointing a new designated advisor and
company secretary. Shareholders will be updated by the 17th of February 2022 in respect of the new
appointments.

QUARTERLY PROGRESS REPORT

In terms of paragraph 1.11(c) of the Listings Requirements of the JSE Limited (“JSE”) pertaining to the
continuing obligations of suspended companies, shareholders are hereby provided with a quarterly progress
report on the current state of affairs of the Company.

The focus of the board of directors of Nutritional Holdings (“Board”) is to lift the suspension instituted by the
JSE on the Company’s securities and as of the 24th of January 2022, The board has received notification with
the JSEs intention to initiate the removal of the listing. The board subsequently had a discussion with the JSE
to outline the objection and provide a fair opportunity for the board to establish reasoning as to why the JSE
should not consider the delisting.

The board has requested an extension until the 17th of February 2022 in order to provide the reasoning.

The application for the lifting of the Company’s suspension will happen in tandem with the release of the
financial statements.


RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the cautionary announcement dated 3 June 2021 and the subsequent renewal
thereof dated 4 August 2021 wherein they were advised that the consolidation of Nutritional Holdings’ shares,
on the basis of 1 (one) share for every 25 (twenty-five) shares held (“Share Consolidation”), will be
implemented whilst the Company’s listing on the Alternative Exchange of the JSE Limited is suspended.

As the Share Consolidation may have a material effect on the price at which the Company’s securities may
expect to trade post the lifting of the suspension, shareholders are advised to continue exercising caution
when dealing in the Company’s securities until a further announcement is made regarding the lifting of the
suspension.


RENEWAL OF CAUTIONARY ANNOUNCEMENT

Further to the cautionary announcement dated 2 September 2021, and the subsequent renewal of cautionary
announcement dated 15 October 2021, shareholders are advised that the restructuring of the board of
directors of Nutritional Holdings, which is expected to result in the injection of additional funding into the Group
is still in progress, and if concluded successfully, may have a material effect on the price at which the
Company’s securities may expect to trade post the lifting of the suspension of the Company.
Accordingly, shareholders are advised to continue exercising caution when dealing in the Company’s
securities, until a further announcement is made.

Durban
Nutritional Holdings Limited
0311000397
info@nutritionalholdings.co

Date: 09-02-2022 05:23:00
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