| Tue 14 Feb 2012, 9:43 | | TFX - Top Fix Holdings Limited - Changes to the bo |
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TFX
TFX
TFX - Top Fix Holdings Limited - Changes to the board of directors and detailed
cautionary announcement and renewal of cautionary
Top Fix Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2006/011359/06)
Share code: TFX
ISIN code: ZAE000088423
("Top Fix" or "the Company")
Changes to the board of directors and detailed cautionary announcement and
renewal of cautionary
1 CHANGES TO THE BOARD OF DIRECTORS
In compliance with paragraphs 3.59(b) and 3.59(c) of the Listings
Requirements of the JSE Limited, shareholders are hereby informed of the
following changes to the Board of directors ("the Board"):
1.1 The resignation of Mr. Benjamin Webber Marais ("Mr. Marais") as chief
executive officer with effect from 9 February 2012; and
1.2 The change in status of Mr. Francois Fouche Goosen from executive
director of the Board to chief executive officer with effect from 9
February 2012.
2 DETAILED CAUTIONARY ANNOUNCEMENT - DISPOSAL OF TOP FIX SCAFFOLDING(PTY)
LIMITED ("TFS") AND MBM ADMINISTRATION AND LABOUR BROKERS (PTY) LIMITED
("MBM")
Further to the cautionary announcement released on SENS on 7 February 2012,
shareholders are hereby advised that the Company has entered into an in
principle agreement with Mr Marais ("the Purchaser") whereby the Company
will dispose of the businesses or the entire issued share capital of two of
the Company`s wholly-owned subsidiaries, being TFS and MBM to the Purchaser
("the Disposal"), subject to the fulfilment of the conditions precedent as
set out below. The Company is in the process of determining the final
transaction structure and will advise shareholders of same in due course.
3 BUSINESS OF TFS
TFS provides scaffolding services and also rents scaffolding to clients.
4 BUSINESS OF MBM
MBM provides contract personnel to TFS.
5 PURCHASE CONSIDERATION
The consideration payable by the Purchaser to the Company in terms of the
Disposal shall be:
5.1. 48 million shares in the Company ("the Consideration Shares"); and
5.2 R5 million in cash, which cash portion shall be paid by way of an
interest bearing loan account at prime plus 1% held by the Company
against the Purchaser ("the Loan Account").
As security for repayment of the loan account, the Purchaser will provide
an additional 8 million Top Fix shares to be held in escrow by the Company
until the Loan Account and any accrued interest thereon have been settled
in full.
Mr. Marais will remain a large shareholder in the Company following the
implementation of the Disposal.
6 RATIONALE FOR THE DISPOSAL
The board has decided to dispose of TFS and MBM as part of its strategy to
decrease its exposure to cyclical industries such as the construction
industry and to increase its focus on the personnel outsourcing, personnel
placements and safety services industries.
7 THE EFFECTIVE DATE OF THE DISPOSAL
The effective date of the disposal will be 1 January 2012.
8 APLLICATION OF THE SALE PROCEEDS
8.1 The Consideration Shares will be cancelled and delisted from the JSE.
8.2 The Cash Consideration will be used in the most appropriate manner as
determined by the board.
9 CONDITIONS PRECEDENT
The Disposal is subject to, inter alia, the following conditions precedent:
9.1 the requisite approvals being received from the JSE and the TRP for
the posting of the circular (which will include the notice of the
General Meeting);
9.2 a formal sale agreement being entered into between the Company and the
Purchaser recording the terms of the Disposal and such other terms and
conditions as normally apply to a transaction of this nature;
9.3 the approval by the requisite majority of Top Fix shareholders, of all
the resolutions required to give effect to the Disposal in terms of
the Companies Act, 2008 ("the Act") and the JSE Limited Listing
Requirements ("Listings Requirements"), including, if required, the
waiver of a mandatory offer; and
9.4 all other regulatory approvals being obtained as may be required.
10. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects relating to the Disposal will be
communicated to shareholders in due course.
11 SECTION 112 OF THE COMPANIES ACT
The Disposal constitutes a disposal of the greater parts of the assets of
the Company and is therefore a disposal in terms of section 112 of the Act.
12 RELATED PARTY TRANSACTION
The Purchaser is a material shareholder and the previous chief executive
officer and is therefore a related party of the Company. Accordingly the
Disposal is also regarded as a "Related Party Transaction" in terms of the
Listings Requirements.
13 INDEPENDENT EXPERT
In accordance with the Companies Act and the Listings Requirements, an
independent expert will be appointed to provide an independent expert
opinion on the Disposal. The independent expert opinion on the Disposal
will be contained in the circular that will be sent to shareholders.
14 FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the Disposal will be included in the Circular which will
be sent to shareholders in due course. The salient dates in relation to the
Disposal and the pro forma financial effects of the Disposal will be
published prior to the issuing of the aforementioned circular.
15 RENEWAL OF CAUTIONARY
Top Fix shareholders are referred to the cautionary announcement dated 7
February 2012 and are advised to continue to exercise caution when dealing
in Top Fix securities until such time as the pro forma financial effects of
the Disposal have been announced to Top Fix shareholders.
Johannesburg
14 February 2012
Corporate Advisor
PSG Capital
Designated Advisor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 14/02/2012 09:28:01 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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employees and agents accept no liability for (or in respect of) any direct,
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howsoever arising, from the use of SENS or the use of, or reliance on,
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