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IMBALIE BEAUTY LIMITED - Firm intention to make a mandatory offer to Imbalie Beauty shareholders by B&B Media and withdrawal of cautionary

Release Date: 13/01/2022 14:44
Code(s): ILE     PDF:  
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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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