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QUARTERLY SUSPENSION UPDATE ANNOUNCEMENT AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
NUTRITIONAL HOLDINGS LIMITED
(Registration number: 2004/002282/06)
(Incorporated in the Republic of South Africa)
(Share Code: NUT ISIN Code: ZAE000298568)
(“the Company” or “the Group”)
QUARTERLY SUSPENSION UPDATE ANNOUNCEMENT AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
Shareholders are referred to the previous SENS announcement dated 22 March 2022 with
regards to an update on the status of the Company.
In terms of paragraph 1.11(c) of the JSE Listings Requirements, the Company is required to
provide an update to shareholders regarding the current state of affairs of the Company
until the Suspension is lifted. Accordingly, shareholders are advised that the following:
Investor commitment
A firm written commitment has been received from an investor (representing a number of
investors) (“Investors”) to provide financial and other support towards the regularisation of
Nutritional Holdings, subject to certain terms and conditions, including the restructure of the
Board. Two nominations of independent non-executive directors have already been
accepted as detailed below.
A detailed review of operations and engagement with existing, former and potential service
providers has been ongoing, including the auditor of Nutritional Holdings. It has been agreed
that the food manufacturing business housed in Nutritional Foods Proprietary Limited
(“Nutritional Foods”) should be retained, as well as the cannabis focussed business housed in
Ukusekela Proprietary Limited (“Ukusekela”) and both businesses should form part of the
strategy to rebuild Nutritional Holdings. Production at the factory at Ukusekela is currently on
hold pending the renewal of requisite licenses which had lapsed. Other opportunities and
licences in this area are being investigated.
Board and Compliance
1. The appointment of two new Independent Non-Executive Directors to the board,
namely Mr Igmar Rautenbach and Mr Cobus Kotze as announced on SENS on
28 March 2022.
2. An Interim Designated Advisor and Company Secretary have been appointed, which
appointment is expected to become permanent subject to certain conditions being
achieved.
3. Mr Neville Moodley has been appointed as the financial director as published on SENS
on 28 March 2022.
The Board is still being restructured to allow for the appointment of additional South African
based and experienced independent directors. A separate announcement will be made in
due course.
Audited and Interim Results
Shareholder are referred to the previous SENS announcement published on 22 March 2022
regarding the finalisation of the audited group results. The reasons for the delay of the
Company’s audited results are mainly due to reconsolidation of Nutritional Foods into the
group results, a full review of previous work done and investigation into all transactions, with
rectification steps being addressed where needed. Two of the Company’s directors have
been appointed to the board of Nutritional Foods and the relevant financial information has
been requested.
The Company has sent the JSE a strategic roadmap of their plans to regularise the Group
and requested for the JSE to allow for a six-month extension in order to finalise the audits for
28 February 2021 and 28 February 2022, respectively as well as the interim results for the six
months ended 31 August 2021. The Company continues to engage with the JSE on the
consideration of the termination of its listing. Accordingly, this process is ongoing.
Bi-weekly update reports will be sent to the JSE against the roadmap. The finalisation of the
audited group results is the key focus of the Company at present. The Company will
continue to update shareholders as to the progress of the matters set out above.
Legal matters
The Company has recently learnt that a shareholder and former director has taken legal
steps against the Company as well as Nutritional Foods, to recover a shareholder loan,
amounting to R9 449 137, which two linked applications are being vigorously opposed. The
shareholder loan is reflected as a liability in the records of the Group and thus no further
provision is required. The company and current investors had initiated and appointed
attorneys to assist the Company to defend the matter and the investors will also engage with
the shareholder to try to resolve the matter amicably.
Lifting of suspension
The lifting of the suspension can only occur subject to, inter alia, the following:
• audited results for the year ended 28 February 2021 (“Annual Results”) being published
on SENS;
• the distribution of the Integrated Annual Report for the year ended 28 February 2021;
and
• the publication of the interim results for the six months ended 31 August 2021.
Given the effluxion of time, it is expected that the Company will also need to complete the
audit for the year ended 28 February 2022 before the JSE will agree to lift the suspension.
The Company will only re-apply for the lifting of the Suspension of trade in its securities once
the above results have been published on SENS, the Annual Reports have been distributed to
shareholders and the Company has responded to the JSE in full on all queries raised.
A further announcement in this regard will be published in due course.
Renewal of Cautionary Announcement
Shareholders are advised to continue to exercise caution when dealing in their securities until
a further announcement is made.
By order of the Board
Durban
29 April 2022
Date: 29-04-2022 05:24:00
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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.
