| Mon 15 Aug 2011, 17:33 | | NUT - Nutritional Holdings Limited - Rectification announcement regarding |
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NUT
NUT
NUT - Nutritional Holdings Limited - Rectification announcement regarding
the conversion of ordinary share capital to shares of no-par value
NUTRITIONAL HOLDINGS LIMITED
(PREVIOUSLY IMUNITI HOLDINGS LIMITED)
(Incorporated in the Republic of South Africa)
(Registration Number: 2004/002282/06)
Share Code: NUT ISIN: ZAE000156485
("Nutritional Holdings" or the "Company")
Rectification announcement regarding the conversion of ordinary share
capital to shares of no-par value
1 Shareholders are referred to the announcement dated 24 June 2011 which
announcement confirmed that all of the ordinary and special resolutions
that were proposed at the general meeting and Annual General Meeting of
the Company, were all passed by the requisite majority votes in favour
thereof ("the June announcement").
2 As shareholders are aware, the passing of the ordinary resolutions at
the general meeting and the Annual General Meeting authorised the
directors to pursue inter alia the following share issues:
2.1 an issue of up to a maximum of 171 559 444 ordinary shares to the
Company`s share option scheme;
2.2 an issue of 190 000 000 ordinary shares of no par value in the
issued share capital of the Company to The BBE Family Trust at an
issue price of 3 cents per share;
2.3 an issue of 190 000 000 ordinary shares of no par value in the
issued share capital of Company to The Ellis Family Trust at an
issue price of 3 cents per share;
2.4 an issue of 10 000 000 ordinary shares of no par value in the
issued share capital of Company to The Kingfisher Discretionary
Trust at an issue price of 3 cents per share; and
2.5 an issue of 10 000 000 ordinary shares of no par value in the
issued share capital of Company to The Molefe Family Trust at an
issue price of 3 cents per share.
(collectively referred to as "the ordinary share issues")
3 Subsequent to the June announcement, a further announcement was made on
8 July 2011 confirming the registration of the special resolutions
required for inter alia the conversion of the ordinary share capital of
the Company to shares of no-par value ("the July announcement") with
the Companies and Intellectual Properties Commission ("Cipcom").
4 In lieu of the passing of the ordinary resolutions referred to in 2
above, the directors proceeded on 14 July 2011 with two issues of 218
333 333 and 90 000 000 shares respectively ("the July share issues"),
only to be informed by Cipcom thereafter that the special resolutions
were lodged but unfortunately not registered.
5 Cipcom then further advised the Company that the special resolutions
regarding the conversion of par value shares to no-par value shares and
the increase in authorised share capital of the Company could not be
registered due to non-compliance of regulation 31.7 of the Companies
Regulations, 2011.
6 Accordingly, the July announcement was released by the Company in error
and the Company`s share capital have not been converted to shares of no-
par value.
7 The proposed conversion of the Company`s share capital to shares of no-
par value was pursued solely to align the Company`s share capital with
the current provisions of the new Companies Act, 2008. The non-
conversion has no material effect on the interests of shareholders and
the Company shall attend to the conversion within the time-lines as
prescribed by the Companies Act, 2008.
8 Further to the above, shareholders are hereby informed of the
following:
8.1 only the special resolution in respect of the change of name was
duly registered with Cipcom;
8.2 the previous share capital structure of the Company (as set out in
clause 8 hereunder), being shares of par value of R0.0001 each,
remains in force;
8.3 all shares in the Company will forthwith trade as shares of a par
value of R0.0001 and under the name of Nutritional Holdings
Limited;
8.4 the conversion of the share capital of the Company to shares of no-
par value will be attended to as and when required, the process of
which will be duly communicated to all shareholders; and
8.5 the ordinary share issues and the July share issues will therefore
proceed as issues for shares of par value to the extent that the
authorised share capital of the Company (as set out in clause 8
hereunder) permits same.
9 The resultant share capital (inclusive of the July share issues) of the
Company currently stands as follows:
Authorised share capital:
1 500 000 000 ordinary shares of R150 000
R0.0001 each
100 000 000 redeemable preference R10 000
shares of R0.0001 each
Issued share capital:
1 452 368 183 ordinary shares of R145 237
R0.0001 each
Share premium R126 447 726
Total R126 592 963
Durban
15 August 2011
Designated advisor: PSG Capital (Proprietary) Limited
Date: 15/08/2011 17:33:01 Produced by the JSE SENS Department.
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