| Fri 11 Jan 2008, 14:40 | | TFX - Top Fix Holdings - Finalisation information relating to the rights offer |
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TFX
TFX
TFX - Top Fix Holdings - Finalisation information relating to the 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")
FINALISATION INFORMATION RELATING TO THE RIGHTS OFFER
1 Introduction
Shareholders are referred to previous announcements and are advised that
the relevant rights offer documentation has now been registered by the
Registrar of Companies and accordingly, Top Fix will proceed with a fully
underwritten renounceable rights offer of 18 181 818 new ordinary shares of
R0.0001 each in its ordinary share capital at a subscription price of 220
cents per new ordinary share, in the ratio of 9 new ordinary shares for
every 100 ordinary shares held at the close of business on Friday,
25 January 2008 ("the rights offer").
2 Purpose of the rights offer
The purpose of the rights offer is to raise additional capital which will
be utilised to:
- finance the joint venture with Robor (Pty) Limited as announced on 13
June 2007; and
- increase the Company`s scaffolding capacity.
3 Salient terms of the rights offer
Number of new ordinary shares to be 18 181 818
offered
Ratio of entitlement 9 new ordinary shares
for every 100 shares
held on the record
date
Rights offer price per ordinary share R2.20
Maximum amount to be raised R40 million
Fractional entitlements to new ordinary shares of 0.5 or greater will be
rounded up and less than 0.5 will be rounded down.
4 Listing on the JSE Limited ("JSE")
The JSE has granted listings for:
- the 18 181 818 renounceable (nil paid) letters of allocation to be
issued pursuant to the rights offer from the commencement of trading
on Monday, 21 January 2008 until the close of business on Friday, 8
February 2008; and
- 18 181 818 new ordinary from the commencement of trading on Monday, 11
February 2008.
5. Conditions precedent
The conditions precedent to the rights offer have been fulfilled.
6. Underwriting
Top Fix concluded an underwriting agreement with Stanlib Asset Management
Limited ("Stanlib") in terms of which Stanlib will fully underwrite the
rights offer. Top Fix has agreed to pay Stanlib an underwriting fee of
R400 000, being the equivalent of 1% of the aggregate value of the rights
offer. Stanlib may, at its sole discretion, request that the underwriting
fee be settled by way of an issue of shares instead of a cash payment.
In terms of the underwriting agreement, certain of the Top Fix directors
have renounced their rights shares in favour of Stanlib as follows:
Name Number of rights shares
BW Marais 3 430 949
FF Goosen 800 983
PR Todd 506 143
JA Barker 24 570
7 Salient dates and times
The salient dates and times for the rights offer are as follows:
JANUARY 2008
Last day to trade in Top Fix shares in Friday, 18
order to settle by the record date and
to qualify to participate in the rights
offer (cum entitlement)
Listing of Letters of Allocation on the Monday, 21
JSE commences at commencement of
trading under JSE code TFXN and ISIN
ZAE000112231
Top Fix shares commence trading ex- Monday, 21
rights on the JSE at commencement of
trading
Record date for participation in the Friday, 25
rights offer at the close of business
Rights offer circular and Form of Monday, 28
Instruction posted to shareholders,
where applicable
Rights offer opens at commencement of Monday, 28
trading
Dematerialised shareholders will have Monday, 28
their accounts at their CSDP or broker
automatically credited with their
entitlement
Certificated shareholders on the Monday, 28
register will have their entitlement
credited to an account held with the
transfer secretaries
FEBRUARY 2008
Last day to trade in Letters of Friday, 8
Allocation on the JSE
Listing of rights offer shares Monday,11
commences at commencement of trading
Rights offer closes - payments to be Friday, 15
made and Form of Instruction in respect
of Letters of Allocation lodged by
certificated shareholders by 12:00 (see
note 5)
Record date for Letters of Allocation Friday,15
Dematerialised shareholders` accounts Monday, 18
will be updated with entitlements and
debited by their CSDP or broker and
certificates posted to certificated
shareholders
Results of rights offer announcement Monday, 18
released on SENS on
Notes:
1 Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the rights offer in the manner and
time stipulated in the agreement governing the relationship between the
shareholder and his CSDP or broker.
2 All times indicated are South African times unless otherwise stated.
3 Share certificates may not be dematerialised or rematerialised between
Monday, 21 January 2008 and Friday, 25 January 2008, both days inclusive.
4 The CSDP / broker accounts of dematerialised shareholders will be
automatically credited with new Top Fix shares to the extent to which they
have accepted the rights offer. Top Fix share certificates will be posted,
by registered post at the shareholders` risk, to certificated shareholders
in respect of the rights offer shares which have been accepted.
5 CSDPs or brokers effect payment in respect of dematerialised shareholders
on a delivery versus payment method.
8. Letters of allocation
The rights to new Top Fix shares are negotiable and can be dealt in on the
JSE. Top Fix has issued all rights to new Top Fix shares in dematerialised
form. The electronic record for certificated shareholders is being
maintained by Link Market Services South Africa (Pty) Limited, making it
possible for certificated shareholders to enjoy the same rights and
opportunities as those shareholders holding dematerialised Top Fix shares.
Dematerialised shareholders entitled to participate in the rights offer
must make the necessary arrangements through their CSDP or broker regarding
their acceptance or otherwise of the rights offer.
9. Documentation
A circular, giving full details of the rights offer, will be posted to
shareholders on Monday, 28 January 2008.
Copies of the circular, in English, will be available from Monday, 28
January 2008 during normal business hours (Saturdays, Sundays and public
holidays excluded) from the Company`s:
- offices, corner Lantern and Snapper Roads, Wadeville, Germiston;
- Designated Adviser, Ernst & Young Sponsors (Pty) Limited, Wanderers
Office Park, 52 Corlett Drive, Illovo;
- transfer secretaries, Link Market Services South Africa (Pty) Limited,
11 Diagonal Street, Johannesburg.
Johannesburg
11 January 2008
Designated Adviser
Ernst & Young Sponsors (Pty) Ltd
(Registration number 2000/031843/07)
Date: 11/01/2008 14:40:31 Produced by the JSE SENS Department.
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