| Fri 14 Oct 2011, 14:33 | | NUT - Nutritional Holdings Limited - Results of Section 60 Shareholder |
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NUT
NUT
NUT - Nutritional Holdings Limited - Results of Section 60 Shareholder
Resolutions
NUTRITIONAL HOLDINGS LIMITED
(formerly Imuniti Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration Number 2004/002282/06)
Share code: NUT ISIN: ZAE000156485
("Nutritional" or the "Company")
RESULTS OF SECTION 60 SHAREHOLDER RESOLUTIONS
In terms of Section 60 of the Companies Act (71 of 2008) ("the Act"), certain
shareholder resolutions are not required to be conducted at a general meeting.
The Company`s shareholders approved two special resolutions which have been
detailed below. The consent process was conducted by way of a written round
robin resolution which was explained by the directors to the relevant
shareholders, and subsequently signed.
The rationale for having passed the special resolutions as per this
announcement by way of Section 60 of the Act was to rectify certain technical
difficulties raised by CIPC with regards to two special resolutions, one of
which being the conversion of the Company`s share capital from shares with par
value to shares with no par value and the second being the increase in the
authorised share capital, as previously approved by shareholders in general
meeting on 24 June 2011 ("the general meeting") and as per the announcement
released on SENS on 15 August 2011. The aforementioned resolutions are
required to give effect to the specific issues of shares for cash approved by
shareholders at the general meeting ("the specific issue").
In addition, Section 60(4) requires the Company to notify all the shareholders
of the results of the vote of these resolutions. Accordingly, the resolutions
were voted on and passed unanimously following votes received by the requisite
majority of 75.95% as required by the Company`s Memorandum of Incorporation.
The shareholders who voted in favour of the resolutions duly satisfied the
quorum requirements for the passing of the special resolutions.
The following resolutions were passed:
SPECIAL RESOLUTION NUMBER 1:
"RESOLVED THAT, the ordinary shareholders of Nutritional Holdings Limited
hereby approve the conversion of the ordinary shares of R0.0001 cent each to
ordinary shares of no par value."
Reason for and effect of special resolution number 1:
The reason for special resolution number 1 is to ensure that the company
complies with the new Companies Act together with the Companies Regulations.
The effect of special resolution number 1 is to convert the existing shares of
the company from 1 500 000 000 ordinary shares of R0.0001 each to ordinary
shares with no par value.
NOTE:
In accordance with Companies Regulation 31(7), a report on the conversion of
the existing par value shares to shares of no par value was attached as
detailed below.
SPECIAL RESOLUTION NUMBER 2:
"RESOLVED THAT, subject to the passing of special resolution number 1, the
authorised share capital of Nutritional Holdings Limited be increased from 1
500 000 000 ordinary shares of no par value to 2 000 000 000 ordinary shares
of no par value."
Reason for and effect of special resolution number 2:
The reason for special resolution number two is that the current authorised
share capital of the company is insufficient to facilitate the issue of 400
000 000 new ordinary shares under the specific issue as approved.
The effect of special resolution number 2 is to increase the existing
authorised share capital of the company from 1 500 000 000 ordinary shares of
no par value, to 2 000 000 000 ordinary shares of no par value.
ORDINARY RESOLUTION NUMBER 1
"RESOLVED THAT any director of the Company be and hereby is authorised to do
all such things and sign all such documents as may be necessary for, or
incidental to, the implementation of special resolutions number 1 and 2
above."
REPORT ON THE CONVERSION OF PAR VALUE TO NO PAR VALUE SHARES IN ACCORDANCE
WITH COMPANIES REGULATION 31 (7)
In accordance with Companies Regulation 31(7), the following information is
supplied to shareholders of Nutritional Holdings Limited:
(a) The value of the ordinary shares of Nutritional Holdings shall not be
affected by the proposed conversion from shares with a par value of
R0.0001 to shares of no par value.
(b) The company only has ordinary shares in issue, and these are the shares
to be converted to shares of no par value;
(c) The proposed conversion shall have no effect on the shareholders` rights
attaching to the ordinary shares of Nutritional Holdings; and
(d) There are no material adverse effects of the proposed arrangement against
the compensation that any person will receive in terms of the
arrangement.
The special resolutions will be lodged by the company secretary with CIPC for
registration.
Durban
14 October 2011
Designated Advisor
PSG Capital
Date: 14/10/2011 14:33:02 Produced by the JSE SENS Department.
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