Replace Announcement – Preliminary Coin Providing
NUTRITIONAL HOLDINGS LIMITED
(Registration quantity: 2004/002282/06)
(Integrated within the Republic of South Africa)
(Share Code: NUT ISIN Code: ZAE000156485)
(“Dietary Holdings” or “the Firm”)
UPDATE ANNOUNCEMENT – INITIAL COIN OFFERING
Shareholders are referred to the clarification announcement concerning the preliminary
coin providing (“ICO”) supplied to Dietary Holdings shareholders as revealed on
SENS on 14 April 2021 (“14 April announcement”).
As detailed within the 14 April announcement, CannaCrypt was conceived by
Dietary Holdings and its wholly-owned subsidiary, Ukusekela Holdings (Pty) Ltd
(“Ukusekela”) for functions of exploring different funding methods for the working
capital wants associated to the anticipated development in Ukusekela’s hashish enterprise.
Shareholders are suggested that on the time that they had been invited to take part within the
ICO, the administrators’ focus had been on securing the required working capital funding
for Ukusekela and the letter despatched to shareholders on 25 March 2021 accordingly
famous that the cannacyrpt coin providing was being launched by Ukusekela.
Nonetheless, following additional consultations with the Firm’s advisors, the administrators
got here to the realisation that, operationally, it might be extra environment friendly for the ICO to
be housed in a separate entity outdoors of the Dietary Holdings group and a
firm often known as Cannacrypt (Pty) Ltd (“CannaCrypt”) was duly integrated for
this goal. Shareholders had been accordingly suggested within the 14 April announcement
that the ICO is being housed in CannaCrypt, a separate entity fashioned beneath the
management of one of many government administrators of Dietary Holdings, Mr N Dasarath.
The target of the ICO stays an alternate funding instrument in lieu of
doubtlessly exorbitant curiosity repayments and long-term debt with 2nd or third tier
financiers. Cannacrypt will supply Dietary Holdings a possibility to safe
working capital to fulfill present and future contracts with out the stress that 3 rd
tier financing applies on day-to-day actions, whereas offering a long-term profit to
the Firm to safe development.
The subscription monies acquired from the preliminary subscribers to the ICO (“ICO
subscribers”) had been initially paid into an Ukusekela checking account. For functions of
making certain the continuity of the ICO and in gentle of the truth that cannacrypt cash
have already been issued to ICO subscribers, Ukusekela has transferred the
subscription monies acquired up to now right into a Belief account opened by CannaCrypt.
As famous within the 14th April announcement, monies acquired from ICO subscribers has
been ringfenced and stay safe on this Belief account.
In gentle of the shortage of particular laws referring to ICO’s in South Africa, the
Firm and its advisors are partaking with the varied regulatory authorities,
together with the JSE Restricted (“JSE”), the Corporations and Mental Property
Fee (“CIPC”) and the Monetary Sector Conduct Authority (“FSCA”) so as
to make sure that the ICO is formalised. On this regard, the next course of has been
– CannaCrypt will stay impartial of Dietary Holdings and Ukusekela;
– CannaCrypt has utilized for registration as a Monetary Companies Supplier (“FSP”)
beneath FSP quantity 51637 and can be partaking with the FSCA;
– CannaCrypt can be transformed from a non-public firm right into a public firm
as mentioned with CIPC;
– CannaCrypt will then publish a prospectus in accordance with the Corporations
Act, 2008 in an effort to set up finest observe within the absence of present and clear
laws, which may doubtlessly set a precedent for ICOs and
cryptocurrency laws going ahead;
– Any extra necessities put ahead by any of the regulatory organisations
referred to above can be thought of;
– CannaCrypt will then lengthen its providing to the Dietary Holdings shareholders
(on a preferential foundation) and to most of the people as soon as the prospectus has
– The ultimate phrases and circumstances for the settlement between Dietary Holdings,
Ukusekela and CannaCrypt are at the moment being drawn up and particulars can be
introduced sooner or later.
In conclusion, as per the 14 April announcement, the Board will make sure that
shareholders are totally suggested ought to CannaCrypt change into a subsidiary of the
Firm or ought to any associated celebration funding or different agreements be concluded
between the Firm and CannaCrypt. If the settlement phrases should not market
associated by way of Part 10 of the JSE Listings Necessities, then the suitable
JSE Listings Necessities can be utilized, and if crucial, shareholder approval
By order of the Board
22 April 2021
AcaciaCap Advisors Proprietary Restricted
Date: 22-04-2021 07:05:00
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