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Firm intention to make a mandatory offer to Imbalie Beauty shareholders by B&B Media and withdrawal of cautionary
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")
Firm intention to make a mandatory offer to Imbalie Beauty shareholders by B&B Media
and withdrawal of cautionary announcement
1. INTRODUCTION
1.1 Shareholders are referred to the various SENS announcements regarding the proposed de-
listing process to be followed by the Company and the announcement, dated 7 January
2022, where shareholders were 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
of shares 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 ordinary shares in Imbalie
Beauty (the "Transaction") to the Purchaser. The Transaction was subject to a number of
suspensive conditions.
1.2 Shareholders are advised that the suspensive conditions have been fulfilled and the
Transaction is unconditional.
1.3 In terms of the Transaction, B&B Media has acquired 847 805 953 Imbalie Beauty shares,
representing 61,26% of the Company’s issued ordinary share capital from the Major
Shareholders at price of 0.90 cents per share (“the Acquisition”).
1.4 The Acquisition constitutes more than 35% of the issued share capital of the Company and
therefore B&B Media is required to make a mandatory offer to all remaining shareholders
of the Company (“Mandatory Offer”).
1.5 Accordingly, the terms of the Mandatory Offer that will be made to shareholders of Imbalie
Beauty are set out in this firm intention announcement (“ Announcement”)
1.6 At the close of business on 10 January 2022, B&B Media currently held no shares in the
issued ordinary shares of Imbalie Beauty. The transfer of the 847 805 953 issued ordinary
shares in Imbalie Beauty is in progress.
1.7 The Mandatory Offer is an affected transaction in terms of section 117 of the Companies
Act, Act 71 of 2008 (“the Companies Act”). Therefore, the Mandatory Offer will be regulated
by the Companies Act, Companies Regulations, 2001 (“Regulations”) and Takeover
Regulation Panel (“TRP”).
2. RATIONALE FOR THE MANDATORY OFFER
The rationale for the Mandatory Offer is to comply with the requirements of the Companies Act
regarding a mandatory offer, thereby offering all Imbalie Beauty shareholders, who no longer wish
to remain as shareholders of the Company, with an offer to acquire their Imbalie Beauty shares
in order to take up a greater shareholding in Imbalie Beauty going forward.
3. TERMS OF THE MANDATORY OFFER
3.1 B&B Media intends making an offer to acquire all the remaining ordinary shares in Imbalie
Beauty not already held by B&B Media, for an offer consideration equal to 0.9 cents per
Imbalie Beauty share (“Mandatory Offer Consideration”). Imbalie Beauty shareholders may
elect to accept the Mandatory Offer in whole or part.
3.2 The Mandatory Offer will be governed by and construed in accordance with the laws of South
Africa and shall be subject to the exclusive jurisdiction of the South African courts.
3.3 The Mandatory Offer does not constitute an offer to purchase or the solicitation of an offer to
sell any Imbalie Beauty shares in any jurisdiction in which such Mandatory Offer, solicitation
or sale would be unlawful prior to the registration or qualification under the laws of such
jurisdiction.
4. NO SET-OFF OF MANDATORY OFFER CONSIDERATION
Settlement of the Mandatory Offer Consideration pursuant to the Mandatory Offer will be
implemented in full in accordance with the terms of the Mandatory Offer without regard to any
lien, right of set-off, counterclaim, deduction, withholding or other analogous right to which B&B
Media may otherwise be, or claim to be, entitled against any Imbalie Beauty shareholder.
5. CONDITIONS PRECEDENT TO THE MANDATORY OFFER
The Mandatory Offer will not be subject to any conditions precedent.
6. CASH CONFIRMATION
The TRP has received written confirmations as contemplated in Regulation 111(4) of the
Regulations, from Hajibey Bhyat & Mayet Inc attorneys, that B&B Media has sufficient cash
resources and /or facilities available to meet its cash commitments to Imbalie Beauty
shareholders in relation to the Mandatory Offer.
7. POSTING OF THE CIRCULAR
A Mandatory Offer circular is being prepared and it is anticipated that the Mandatory offer
circular will be mailed to shareholders in due course and in any event within 20 business days
from the date of this Announcement, as specified in the Regulations.
The salient dates in relation to the Mandatory Offer will be published on SENS prior to the
issuing of the aforementioned Mandatory Offer circular.
8. ARRANGEMENT, AGREEMENTS AND UNDERTAKINGS
8.1 No beneficial shareholders of B&B Media indirectly or directly hold any of the ordinary
shares in Imbalie Beauty save for the 847 805 953 shares mentioned in paragraph 1.2
above .
8.2 There are no arrangements, agreements or undertakings between B&B Media, Imbalie
Beauty, and director of Imbalie Beauty, any person who was a director of Imbalie Beauty
in the previous 12 months, any shareholder of Imbalie Beauty or any shareholder of
Imbalie Beauty in the previous 12 months, that is material to the Mandatory Offer.
9. OPINIONS AND RECOMMENDATIONS
As required in terms of the Companies Act and Companies Regulations, Imbalie Beauty has
constituted an independent board, comprising of Jack Phalane, Pumla Tladi and Theo
Schoeman (“the Imbalie Beauty Independent Board”). The Imbalie Beauty Independent Board
has appointed Suez Capital Proprietary Limited as the independent expert to provide the
Imbalie Beauty Independent Board with external advice in regard the Mandatory Offer and to
make appropriate recommendations to the Imbalie Beauty Independent Board for the benefit
of Imbalie Beauty shareholders.
10. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 7 January 2022 and are
advised that caution is no longer required when dealing in the Company’s securities.
11. DIRECTORS RESPONSIBILITY STATEMENT
11.1 The directors of B&B Media, insofar as the information in this Announcement relates to
B&B Media:
• Collectively and individually accept full responsibility for the accuracy of this
information given in this Announcement;
• Certify that, to the best of their knowledge and belief, the information in this
Announcement is true and correct; and
• Certify that, the Announcement does not omit anything likely to affect the
importance of the information disclosed.
11.2 The Imbalie Beauty Independent Board , insofar as the information in this Announcement
relates to Imbalie Beauty:
• Collectively and individually accept full responsibility for the accuracy of this
information given in this Announcement;
• Certify that, to the best of their knowledge and belief, the information in this
Announcement is true and correct; and
• Certify that, the Announcement does not omit anything likely to affect the
importance of the information disclosed.
13 January 2022
Woodmead
Designated Advisor
Exchange Sponsors
Legal Advisers
Werksmans Attorneys
Independent Expert
Suez Capital
Date: 13-01-2022 02:44:00
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