IMBALIE BEAUTY LIMITED - Sale of shares by major shareholders and cautionary announcement

Sale of shares by major shareholders and cautionary announcement

Imbalie Beauty Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/025374/06)
(Share Code: ILE ISIN: ZAE000165239)
("Imbalie Beauty" or "the Company")

SALE OF SHARES BY MAJOR SHAREHOLDERS AND CAUTIONARY ANNOUNCEMENT


1. INTRODUCTION
Shareholders are referred to the SENS announcements dated 15 December 2021,
12 October 2021 and 26 February 2021 respectively regarding the proposed de-listing process to
be followed by the Company.


Shareholders are advised that Holistics Remedies (Pty) Ltd, SA Madiba Investments (Pty) Ltd,
Unihold Group (Pty) Ltd and Esna Colyn ("Major Shareholders”), who are major shareholders
and/or directors of Imbalie Beauty, have entered into a written sale agreement (“Sale of Shares
Agreement”), dated 6 January 2022, with B&B Media (Pty) Ltd (“B&B Media”)(the "Purchaser"),
to sell some of their shares in Imbalie Beauty (the "Transaction") to the Purchaser.
2. TRANSACTION AND CAUTIONARY ANNOUNCEMENT
In terms of the Sale of Shares Agreement, the Purchaser will acquire 847 805 953 ordinary shares
in Imbalie Beauty ("Sale Shares") from the Major Shareholders, constituting 61,26% of the entire
issued share capital of Imbalie Beauty, at 0.90 cents per share, for an aggregate purchase
consideration of R7 630 254. The Transaction is subject to the fulfilment of a number of
suspensive conditions.
The Sale Shares constitute more than 35% of the total issued share capital of the Company and
is accordingly an affected transaction as defined in section 117 of the Companies Act, No 71 of
2008 ("Companies Act").
Once the Transaction becomes unconditional, it will give rise to a mandatory offer by the
Purchasers to all other shareholders of the Company in terms of section 123 of the Companies
Act.
Shareholders are advised to exercise caution when dealing in the Company’s securities until a
more detailed announcement is made.
3. DIRECTORS DEALINGS IN SECURITIES

In terms of paragraphs 3.63 to 3.65 (read with paragraph 21.23) of the JSE Limited Listings
Requirements, the following information relating to the sale of ordinary shares by directors of
Imbalie Beauty are disclosed:

Company:                             Imbalie Beauty
Name of director:                    Esna Colyn
Date of transaction:                 6 January 2022
Nature of transaction:               Off market sale
Price:                               0.90 cps
Number of shares:                    48 450 000
Total amount:                        R 436 050.00
Class of shares:                       Ordinary Shares
Nature of interest:                    Direct Beneficial
Clearance obtained:                    Yes

Company:                               Imbalie Beauty
Name of director:                      Wessel Petrus van der Merwe
Date of transaction:                   6 January 2022
Nature of transaction:                 Off market sale
Price:                                 0.90 cps
Number of shares:                      289 994 030
Total amount:                          R 2 609 946.27
Class of shares:                       Ordinary Shares
Nature of interest:                    Indirect Beneficial
Clearance obtained:                    Yes

Company:                               Imbalie Beauty
Name of director:                      Gary David Harlow
Date of transaction:                   6 January 2022
Nature of transaction:                 Off market sale
Price:                                 0.90 cps
Number of shares:                      123 072 917
Total amount:                          R 1 107 656.25
Class of shares:                       Ordinary Shares
Nature of interest:                    Indirect Beneficial
Clearance obtained:                    Yes


4      DIRECTORS RESPONSIBILITY STATEMENT

The Directors of Imbalie Beauty :

– have considered all statements of fact and opinion in this announcement;

– accept, individually and collectively, full responsibility for the accuracy of the information given;

– certify that, to the best of their knowledge and belief, there are no omissions of material facts or
 considerations which would make any statement of fact or opinion contained in this document
 false or misleading;

– have made all reasonable enquiries in this regard; and

– confirm that this announcement contains all information required by the Regulations.

7 January 2022
Woodmead

Designated Advisor
Exchange Sponsors

Legal Advisers
Werksmans Attorneys

Date: 07-01-2022 09:44:00
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