| Thu 13 Sep 2007, 13:45 | | TXF - Top Fix Holdings Limited - Signature of unde |
|
TFX
TFX
TXF - Top Fix Holdings Limited - Signature of underwriting agreement and salient
terms of the proposed fully underwritten rights offer
Top Fix Holdings Limited
(formerly Nutcreek Investments (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/011359/06)
JSE code: TFX
ISIN: ZAE000088423
("Top Fix" or "the Company")
SIGNATURE OF UNDERWRITING AGREEMENT AND SALIENT TERMS OF THE PROPOSED FULLY
UNDERWRITTEN RIGHTS OFFER
Introduction
Top Fix shareholders are referred to the announcement released on SENS on 13
June 2007 in terms of which it was announced that Top Fix had entered into a
Joint Venture ("JV") with Robor (Pty) Ltd ("Robor") regarding the formation of a
scaffolding lease business, subject to the confirmation of funding by the JV
participants.
Further to the above, the board of directors of Top Fix have resolved to raise
approximately R 40 000 000 by way of a fully underwritten renounceable rights
offer and on Wednesday 12 September 2007, Top Fix entered into an underwriting
agreement in relation to the rights offer, the salient terms of which are
detailed below.
Terms and conditions of the underwriting agreement
Top Fix has concluded an underwriting agreement with Stanlib Asset Management
Limited ("Stanlib") whereby Stanlib will fully underwrite the subscription of an
additional 18 181 818 ordinary shares ("the rights offer shares") of 0.0001 cent
each in the capital of Top Fix, at the proposed issue price of 220 cents per
share. If required, Stanlib will deposit R40 000 000 in its bank account over
which Top Fix will have cession. In consideration for Stanlib carrying out its
obligations to underwrite the rights offer, Top Fix has agreed to pay Stanlib a
commission of R400 000, being the equivalent of 1% of the aggregate value of the
proposed rights offer. This commission is payable within 24 hours after the
closing of the rights offer. Stanlib may, at its sole discretion, request that
the underwriting fees be settled by way of an issue of shares instead of a cash
settlement.
Four of Top Fix`s directors and an institutional shareholder have renounced
their rights to the extent of 5 000 000 in favour of Stanlib as follows:
Benjamin Webber Marais 3 430 949 shares
Francois Fouche Goosen 800 983 shares
Perry Todd 506 143 shares
- James Andrew Barker 24 570 shares; and
- Pillar Capital (Pty) Ltd 237 355 shares.
The underwriting agreement is subject to the following conditions:
Notwithstanding Stanlib`s appointment as investment manager for its clients,
Stanlib may be subject to certain restrictions that some, or all, of its
clients:
* have the ability to prohibit Stanlib from making certain investements on
their behalf;
* may terminate Stanlib`s appointment as investment manager and remove
certain or all of the investments under Stanlib`s control.
Terms of the rights offer and application of rights offer proceeds
The proposed rights offer price of 220 cents per rights offer share is at a
discount of approximately 14% when compared to the price of Top Fix shares on
the JSE of 255 cents as at the close of business on Friday 31 August 2007, the
date that the directors agreed to proceed with the rights offer. This price is
based on the 30 day weighted average traded price of Top Fix shares up to 31
August 2007.
Top Fix intends using the proceed of the rights offer to:
* finance the JV with Robor; and
* increase its scaffolding manufacturing capacity.
Shareholders will be advised of the salient dates of the rights offer in due
course.
Documentation
Top Fix shall, in due course, post to every shareholder registered as such on
the record date, the letters of allocation in respect of the rights offer,
accompanied by a circular ("the circular") and such other documents as may be
required in terms of the Companies Act and the JSE Listings Requirements. The
circular and the letters of allocation shall outline the detailed terms and
conditions applicable to the rights offer in addition to other relevant
information.
Johannesburg
13 September 2007
Designated Adviser
Ernst & Young Sponsors (Pty) Ltd
(Registration number 2000/031843/07
Date: 13/09/2007 13:45:53 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
