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Ann of Section 122 disposals and acquisitions of shares from 2019 to July 2021 and advice of incorrect share issues
NUTRITIONAL HOLDINGS LIMITED
(Registration number: 2004/002282/06)
(Incorporated in the Republic of South Africa)
(Share Code: NUT ISIN Code: ZAE000298568)
(“Nutritional” or “the Company”)
ANNOUNCEMENT OF SECTION 122 DISPOSALS AND ACQUISITIONS OF SHARES FROM 2019
TO JULY 2021 AND ADVICE OF INCORRECT SHARE ISSUES
Shareholders are advised that whilst compiling the shareholder analysis on behalf of
Nutritional, the former Company Secretary, Light Consulting Proprietary Limited
discovered that certain acquisitions and disposals of beneficial interests in securities from
2019 had not been filed with the former Company Secretaries by the respective
shareholders and thereby not announced on the Stock Exchange News Services (“SENS”)
in accordance with Section 3.83(b) of the JSE Listings Requirements, and in terms of
Section 122(1) of the Companies Act, No. 71 of 2008 (“the Act”).
The Company had announced on 28 October 2019 that Baphalane Ba Mantserre
Investment Holdings Pty Ltd (“BMIH”) had disposed of shares to Empire Cannabis Holding
Limited (“ECH”), such that its shareholding had decreased to 1.45% and that ECH’s
shareholding had increased to 66.94%. This was followed by a mandatory offer to
shareholders. Per the analysis of the share register, the shares did not go to ECH but to a
variety of other parties or nominees associated with ECH.
The items listed below highlights the disposals/acquisitions of shares associated with the
BMIH and ECH and their associate’s shareholding, which have gone through a 5% level
of the relevant class of securities that was not announced previously (noting that other
acquisitions or disposals of shares that have not triggered the 5% disclosure requirements
and not reflected below).
DEALINGS ASSOCIATED WITH BMIH, ECH AND THEIR ASSOCIATES FROM 2019 TO DATE
October 2019
BMIH disposed of 14.6% of its interest to Mr Abdul Kareem (“Mr Kareem”) who acquired a
14.6% interest in the total issued share capital of the Company (previously 0%.).
November 2019
BMIH disposed of 52.4% of its interest to:
* Shenver Investments Pty Ltd (“Shenver”) who acquired a 7.3% interest in the total
issued share capital of the Company (previously 0%).
* Mr Suliman Ahmed Bhana (“Mr S Bhana”) who acquired a 32.8% interest in the total
issued share capital of the Company (previously 0%); and;
* Amod Attorneys (“Amod Attorneys”) who acquired an 11.6% interest in the total
issued share capital of the Company (previously 0%). Per information provided
recently to the Company, these shares are held on behalf of various nominees.
March 2020
Mr S Bhana disposed of 9.1% of his interest (down to 23.7%) to Mr Mohamed Hoosien who
acquired a 9.1% interest in the total issued share capital of the Company (previously 0%).
August 2020
Mr S Bhana disposed of 8.5% of his interest down to 14.5%.
November 2020
Mr S Bhana disposed of 3.8% of his interests down to 6.9% in the Company.
Amod Attorneys disposed of 4.7% of the shares held by them down to 7.4% in the
Company.
January 2021
Mr S Bhana disposed of 1% of his interests in the Company down to 4.3%.
Amod Attorneys disposed of 5.5% of the shares held by them in the Company down to
0.6%.
ECH acquired a 10.2% interest in the issued share capital of the Company up from 0%.
Mr Kareem disposed of 11.6% of his interests in the Company down to 0.7%.
February 2021
ECH disposed of 2.9% of their interests in the Company down to 7.3%.
March 2021
ECH acquired a 1.9% interest in the total issued ordinary share capital of the Company
taking its shareholding to 9.2%.
Shenver acquired a 4.4% interest in the total issued ordinary share capital of the
Company taking its shareholding to 10.8%.
OTHER UNRELATED DEALINGS FROM 2020 TO JULY 2021
February 2020
Philisani Pty Ltd disposed of 3.9% of its interests in the Company down to 3.0%.
August 2020
Giovinco Investments Pty Ltd (“Giovinco”) acquired a 7.6% interest in the Company
increasing its shareholding to 7.6%. from 0%.
January 2021
Dr Ewa Anna Siolo acquired a 5.5% interest in the total issued ordinary share capital of
the Company taking his shareholding to 5.5% from 0%.
May 2021
Giovinco disposed of 2.5% of its interests in the Company taking its shareholding down to
4.9%.
GENERAL
As required in terms of Section 122 (3)(a) of the Companies Act, Nutritional has reported
this matter to the TRP and JSE and will attempt to contact the relevant shareholders to
obtain the requisite notices, which will be filed with the TRP as and when received.
It should be noted that certain parties wrote to the TRP and JSE and objected to the
publication of this announcement in August 2021, stating that the information was
inaccurate and required verification. The parties did not conduct such a verification.
To the extent that any of the above information is not correct, a further announcement
will be made. The current Board decided that it was in the best interests of the Company
to comply with the Companies Act and TRP Regulations and issue this announcement,
which it believes is accurate.
POSSIBLE INCORRECT ISSUE OF SHARES RELATED TO THE ACQUISITIONS OF UKUSEKELA
HOLDINGS PROPRIETARY LIMITED (“Ukusekela”) AND INDIVA PHARMA PROPRIETARY
LIMITED (“Indiva”)
During our review of the share register we identified that shares were held by Ukusekela
and Indiva, which are wholly-owned subsidiaries of Nutritional. This will require addenda
to these agreements in order to specify the correct parties. A separate correction
announcement will be made in this regard.
Shareholders are also advised of the unwinding of the lndiva acquisition, although this is
not considered material to the Company at present. A further announcement will be
made in due course.
RESPONSIBILITY STATEMENT
The Board accepts responsibility for the information contained in this announcement to
the extent that it relates to Company. To the best of their knowledge and belief, the
information contained in this announcement is true and nothing has been omitted which
is likely to affect the importance of the information.
Johannesburg
15 March 2022
Date: 15-03-2022 03:36:00
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