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Nutritional Holdings Blindsided by Shareholder Suing for R9m, But Says It’s Really, Really Trying to Clean Up the Mess

Nutritional Holdings Blindsided by Shareholder Suing for R9m, But Says It’s Really, Really Trying to Clean Up the Mess

Brett Hilton Barber

4 May 2022, 22:00:00

Nutritional Holdings says it has ‘written commitment’ from new investor

Nutritional Holdings says it has ‘written commitment’ from new investor

Troubles continue for struggling cannabis company Nutritional Holdings (NH) which is now being sued by a shareholder to recover a R9 m loan, while the sale of its food division has fallen through. Nonetheless the company, whose shares have been suspended by the JSE for over a year, says it has received a “firm written commitment” from an investor subject to a company restructure and new board appointments. One of them is former Remgro heavyweight Cobus Kotze


NH has asked for a six month period of grace to get its financials in order and has promised to keep the JSE and shareholders up to date with a “bi-weekly update” of the “strategic road map” it hopes will lead it out of the mire it has found itself in.


In a SENS announcement on 29 April 2022, Nutritional Holdings said the unnamed investor, “representing a number of investors” had agreed “to provide financial and other support towards the regularisation of (the company), subject to certain terms and conditions, including the restructure of the Board”.


It says has already begun implementing the restructure with the following appointments:

  • two new independent non-executive directors, Igmar Rautenbach and Cobus Kotze, to the audit and risk committees, who will assist with a “detailed review of operations and engagement with existing, former and potential service providers”;

  • an interim designated advisor and company secretary, “which appointment is expected to become permanent subject to certain conditions being achieved”.

  • Neville Moodley as financial director, downgrading him from executive director;

About Cobus Kotze

NH is putting a lot on the shoulders of new director Cobus Kotze; in its words, this is why, according to its SENS announcement:


“Cobus Kotze: (BA LLB (Stellenbosch) Cobus is an accomplished and seasoned, Director and professional who has led due diligences and completed negotiations over more than 20 years. His experience is diverse, spanning from intellectual property to energy and technology investments of significant size.In 1985 Cobus founded PSM group and Luna corporation, which became South African Investment Limited (‘SAIL’). SAIL invested in various high profile sport teams, sports facilities and related opportunities. The company was listed on the JSE and Luxembourg Exchange. Cobus was the head of business development until Remgro (‘Remgro’) Limited acquired the company’s shares and he managed Remgro’s investment in the South African television channel ‘ETV’.


He was appointed to the ETV board of directors and was responsible for its turnaround and various financing activities. Thereafter Kotze was involved in the start-up and financing of Circle Capital and assisted in the Mediclinic and Capitec BEE transactions, before getting involved in the telecoms sector in the USA. More recently, Cobus has been involved in the solar power sector and technology, including payments systems.


The company says the Board is still being restructured to “allow for the appointment of additional South African-based and experienced independent directors” and that a separate announcement would be made in due course.


The recent collapse of the sale of Nutritional Food has forced the company to reintegrate this subsidiary back into its operations, while at the same time it has backed out of its acquisition of Indiva Pharma. It said the sale of the food division fell through because the buyer could not secure funding .


NH said in the SENS announcement that operations at its Lesotho cannabis subsidiary, Ukusekela, were on hold “pending the renewal of requisite licenses which had lapsed. Other opportunities and licences in this area are being investigated”. However it said that, along with Nutritional Foods, Ukusekela should form part of the strategy to rebuild Nutritional Holdings.


The company says it “continues to engage with the JSE on the consideration of the termination of its listing. Accordingly, this process is ongoing. Bi-weekly update reports will be sent to the JSE against the roadmap. The finalisation of the audited group results is the key focus of the company at present”.


On the internal legal challenge that’s suddenly cropped up, NH says this:


Legal matters: The Company has recently learnt that a shareholder and former director has taken legal steps against the Company as well as Nutritional Foods, to recover a shareholder loan, amounting to R9 449 137, which two linked applications are being vigorously opposed. The shareholder loan is reflected as a liability in the records of the Group and thus no further provision is required. The company and current investors had initiated and appointed attorneys to assist the Company to defend the matter and the investors will also engage with the shareholder to try to resolve the matter amicably”.


It said that Ukusekela had concluded its audit and has submitted its draft 2021 financials to the Board for their review.


“The audit firm is being re-engaged due to various problems experienced in 2021 and new
timelines still need to be agreed. We will continue to update shareholders as to the progress of the matters set out above.”


It said the “new proposed investors have performed a detailed review of the operations and compliance issues facing the company, working with the executive directors, AcaciaCap Advisors and Light Consulting. The Company is currently in discussions with the JSE regarding the company’s ongoing listing.”

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