| Mon 23 Apr 2012, 12:41 | | TFX - Top Fix - Posting of Circular Pro Forma Financial Effects and Withdrawal |
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TFX
TFX
TFX - Top Fix - Posting of Circular, Pro Forma Financial Effects and Withdrawal
of Cautionary Announcement
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")
1. POSTING OF CIRCULAR
1.1 Shareholders are referred to the announcement dated 14 February 2012 ("the
February Announcement") which advised shareholders that the Company had
entered into an agreement with Mr Webber Marais ("the Purchaser"), whereby
the Company would dispose of two of its wholly-owned subsidiaries, being
MBM Administration And Labour Brokers Proprietary Limited and Top Fix
Scaffolding Proprietary Limited, to the Purchaser in exchange for the
aggregate sale consideration of R25 640 000 ("Sale Consideration"). The
Sale Consideration shall be settled through the transfer of 48 000 000
Shares in the Company, by the Purchaser to the Company ("Specific
Repurchase"), and through the creation of an interest bearing loan in the
amount of R5 000 0000 in favour of the Company against the Purchaser
("Consideration Loan"). ("the Disposal").
1.2 Further to the February Announcement, shareholders are hereby advised that
a circular containing all relevant information on the Disposal as well as
information proposing a change of the name of the Company from "Top Fix
Holdings Limited" to "M&S Holdings Limited" ("the Change of Name"), the
conversion of the share capital of the Company from shares with a par value
of R0.0001 each to shares of no par value ("the Conversion of Shares") and
the adoption of a new memorandum of incorporation ("the new MOI"),
including a notice of a general meeting("the Circular"), has been
distributed to shareholders today, 23 April 2012.
1.3 The Change of Name is proposed to change the name of the Company to reflect
the nature of the business of the Company following the implementation of
the Disposal.
1.4 The Conversion of Shares is proposed in order to bring Top Fix`s share
capital structure into harmony with the provisions of the Act and in the
event that the Company wishes to increase its authorised shares in the
future, it is required to convert the Company`s current authorised par
value shares to shares with no nominal or par value.
1.5 The adoption of the new MOI is proposed in order to bring the Company`s
constitutional documents in harmony with the provisions of the Companies
Act and also reflect the Change of Name and the Conversion of Shares.
1.6 The Circular and the new MOI are available in English only and copies
thereof may be obtained from the registered office of Top Fix and PSG
Capital Proprietary Limited, from 23 April 2012 to 22 May 2012.
Alternatively, this Circular and the new MOI are also available in
electronic form on Top Fix`s website at www.topfix.co.za.
2. SALIENT DATES AND TIMES INSOFAR THE DISPOSAL AND THE CHANGE OF NAME
Salient dates and times 2012
Record date in order to be eligible to Friday, 13 April
receive the Circular containing the Notice of
General Meeting
Circular and Notice of General Meeting posted Monday, 23 April
to Shareholders
Last date to trade in order to be eligible to Friday 4 May
vote at the General Meeting
Record date in order to be eligible to vote Friday, 11 May
at the General Meeting
Last day to lodge forms of proxy for the Monday, 21 May
General Meeting (by 10:00)3
General Meeting (at 10:00) Tuesday, 22 May
Results of General Meeting released on SENS Tuesday, 22 May
Implementation Date of Disposal4 Wednesday, 23 May
Declaration date for Change of Name and par Friday, 1 June
value change
Finalisation date for Change of Name Friday, 8 June
Last day to trade under name "Top Fix Friday, 15 June
Holdings Limited"
New shares listed and traded under new name Monday, 18 June
"MSHolding" JSE Code MSA and ISIN:
ZAE000165411.
Record Date for Change of Name and par value Friday, 22 June
change 5
Issue of new Share certificates (if Share Monday, 25 June
certificates in the name of
Top Fix Holdings Limited are received on or
before 12:00 on the record date) and CSDP or
broker accounts updated
Notes:
- All times indicated above and below are local times in South Africa.
- The dates and times indicated in the table above are subject to
change. Any such changes will be released on SENS and published in the
press.
- To be valid, the completed forms of proxy must be lodged with the
Transfer Secretaries, Link Market Services South Africa Proprietary
Limited, 13th Floor, Rennie House, Braamfontein, Johannesburg, 2001,
or posted to the Transfer Secretaries at PO Box 4844, Johannesburg,
2000), to reach them by no later than at 10:00 on Monday, 21 May 2012,
alternatively, such proxy forms may be handed to the Company Secretary
or Chairman of the General Meeting at any time prior to the
commencement of the General Meeting.
- Based on the assumption that all of the Conditions Precedent will be
fulfilled by Tuesday, 22 May 2012. Should the Conditions Precedent be
fulfilled by a different date, the Implementation Date will be the
first day of the month following the date of fulfilment of the
Conditions Precedent.
- Share certificates in the name of Top Fix Holdings Limited may not be
dematerialised or rematerialised after Friday, 15 June 2012. If Share
certificates in the "old" name are received after 12:00 on the record
date, Share certificates in the "new" name will be posted within five
days of receipt.
3. THE PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
3.1 The detailed pro forma financial information on the Disposal, which
includes the Specific Repurchase, is set out in Annexure A to the Circular.
The pro forma financial information is based on the published interim
results of Top Fix for the six months ended 31 December 2011. The
preparation of the pro forma financial information is the responsibility of
the Directors.
3.2 The pro forma financial information should be read in conjunction with the
independent reporting accountant`s report thereon as set out in Annexure B
to the Circular.
3.3 The unaudited pro forma financial information has been presented for
illustrative purposes only and, because of its nature, may not give a fair
reflection of Top Fix`s financial position and results after the Disposal,
which includes the Specific Repurchase.
Before After % Change
Reviewed Pro forma
31 December Adjustments
2011 R
R
(Loss) per ordinary share (42.9) (0.6) 98.6%
(cents)
Headline profit / (loss) (4.1) 6.8 267.0%
per share
Net asset value per share 31.7 21.5 (32.3%)
(cents)
Net tangible asset value 24.8 12.5 (49.7%)
per share (cents)
Number of ordinary shares 203 182 000 155 182 000 (23.6%)
in issue
Weighted average number of
ordinary shares in issue 203 182 000 155 182 000 (23.6%)
Notes:
1. Includes 48 million shares cancelled as part of the Sale Consideration
at a price of 43 cent per share.
2. R5 million paid by way of the Consideration Loan, accruing interest at
prime plus one.
3. Includes transaction cost of R873 511, interest of R250 000 on the
Consideration Loan (as per note 2 above) and tax of R70 000.
4. Six months published results for the period ended 31 December 2011.
5. Adjustments relate to the disposal of the Scaffolding and the MBM
businesses.
6. All adjustments are permanent adjustments with the exception of the
costs as detailed in note 3 above.
4. WITHDRAWAL OF CAUTIONARY
Following the publication of the pro forma financial effects of the
Disposal, shareholders are no longer required to exercise caution when
dealing in Top Fix securities.
Johannesburg
23 April 2012
Corporate Advisor
PSG Capital Proprietary Limited
Designated Advisor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 23/04/2012 12:41:01 Produced by the JSE SENS Department.
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