Natural Health Holdings Limited - Offer To Nhh Sha
Cautionary Announcement
NATURAL HEALTH HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/007365/06)
(Share code: NTL ISIN: ZAE000022638)
("NHH")
OFFER TO NHH SHAREHOLDERS AND
CAUTIONARY ANNOUNCEMENT
The NHH board advises shareholders that it has received a letter of offer
("the offer") from Nutri Global Limited to acquire all of the ordinary
shares in NHH ("NHH shares") not held by Cabot Janus Private Equity 1
Limited, RSA Holdings Limited and T N Wall/Wall Family Trust, which jointly
hold 76 002 597 NHH shares. (This includes the 15 million NHH shares held
by T N Wall/Wall Family Trust referred to in the announcement dated 8 March
2002 which have been offered to and accepted by NHH, subject to shareholders
approval).
The offer is equal to 25 cents per NHH share, payable in cash.
The offer is subject to the following conditions precedent:
1. the disposal of the business of Campbell & Thiselton SA (Pty) Limited,
referred to in the announcement dated 8 March 2002, becoming unconditional;
2. the acquisition by the NHH Group of the 40% of the shares that it does
not hold in Nutri Health International Limited for US$700 000;
3. that, should a competing offer be made, whilst the NHH board is
naturally free to consider any such competing offer in the interests of its
shareholders, the offer by Nutri Global Limited may be withdrawn in this
circumstance;
4. satisfactory employment contracts being concluded with key executives;
5. letters of undertaking being received from shareholders holding 84,8
million NHH shares to accept the offer and/or to vote in favour of any
requisite shareholders' resolutions; and
6. the necessary shareholder and regulatory approvals.
The board will now commence the appropriate process relating to the offer.
Fairheads International Trust Company (SA) Limited has confirmed to the
Securities Regulation Panel that Nutri Global Limited has sufficient
resources to implement the offer.
Shareholders are advised to exercise caution in dealing in NHH shares until
a further announcement is made.
Midrand
11 April 2002
Sponsor
Rand Merchant Bank Corporate Finance
A division of FirstRand Bank Limited
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