| Tue 28 Nov 2006, 11:01 | | Top Fix Holdings Limited - Abridged pre-listing st |
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JSE
TFX
Top Fix Holdings Limited - Abridged pre-listing statement
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 Top Fix Group" or "the Company" or "the group")
Abridged Pre-Listing Statement
issued in terms of the Listings Requirements of the JSE Limited ("JSE")
relating to a private placing by way of an offer for subscription of 25
000 000 ordinary shares of R0.0001 each at an issue price of R1.00 each
in order to raise R25 million.
This Pre-Listing Statement is not an invitation to the public to
subscribe for ordinary shares in the Company, but is issued in compliance
with the Listings Requirements of the JSE for the purposes of providing
the public with information regarding the Company.
Applications in terms of the private placing are subject to a minimum
subscription of R100 000 per invited single addressee acting as
principal.
Subject to the attainment of the required spread of shareholders in terms
of the Listings Requirements of the JSE, the JSE has approved the listing
of 185 000 000 ordinary shares of R0.0001 each on the Alternative
Exchange ("ALTX"), under the abbreviated name "TopFix" with effect from
Wednesday, 6 December 2006, subject to a minimum subscription of R10
million being received.
The ordinary shares offered in terms of this Pre-Listing Statement will
rank pari passu with the existing ordinary shares in the Company. After
the private placing, the authorised share capital of the Company of R50
000 will comprise 500 000 000 ordinary shares of R0.0001 each and the
issued share capital of the Company of R18 500 will comprise 185 000 000
ordinary shares of R0.0001 each.
The ordinary shares will only be traded in electronic form and, as such,
all shareholders who elect to receive certificated shares will have to
dematerialise their certificated shares should they wish to trade
therein.
Information relating to the Company
Nature of business
The Top Fix group operates mainly as a provider of scaffolding and
personnel, primarily to the building sector, chemical and petro-chemical
plants and the construction sector of the South African economy. The Top
Fix group has been in operation for the past 15 years. The businesses of
the Top Fix group are divided into three specialised areas:
- the provision and leasing of scaffolding to the construction sector
(Top Fix Scaffolding (Proprietary) Limited);
- the provision of scaffolding personnel to industrial sites (MBM
Administration and Labour Brokers (Proprietary) Limited) and the
provision of personnel in various craft categories to the chemical and
petro-chemical industries, open cast and underground coal mining
operations, manufacturers of mining equipment and the construction
industry (M&S Projects (Proprietary) Limited); and
- the provision of safety surveillance and access control equipment on
chemical and petro-chemical plants (Safety Adherence Technology
(Proprietary) Limited).
The Company was incorporated in South Africa on 12 April 2006 as Nutcreek
Investments (Proprietary) Limited. On the same date, the Company was
converted into a public company and changed its name to Top Fix Holdings
Limited.
Purpose of the placing and listing
The purpose of the placing and listing is to:
- raise R25 million for working capital purposes and to substantially
increase Scaffolding stock;
- place the Company in a position to expedite organic growth;
- widen the Company"s investor base;
- afford applicants, as well as employees through the Share Incentive
Scheme, the opportunity to participate directly in the equity and
futuregrowth of the Company;
- enhance investor and general public awareness of the Top Fix group.
Prospects
The directors believe that the current boom within the construction
sector and the continued focus on the development of infrastructure in
Southern African will raise the demand for the provision of scaffolding
and labour to these markets. Top Fix"s growth forecast is predominantly
based on organic growth. The directors believe that organic growth is
achievable as the shortage of scaffolding becomes constrained as
infrastructure developments gain momentum with developments such as the
Gautrain, the 2010 FIFA Soccer World Cup, etc. Information relating to
the directors:
Details of the directors, all of whom are South African, are as follows:
Name Age Function Business address
Executive
Benjamin Webber 42 Group CEO 100 Nagington Road
MARAIS Wadeville,
Germiston, 1401
Francois Fouche 63 Group Commercial 100 Nagington Road
GOOSEN Director Wadeville,
Germiston, 1401
James Andrew 44 Group Financial 00 Nagington Road
BARKER Director Wadeville,
Germiston, 1401
Perry Raymond 43 Managing Director of 100 Nagington Road
TODD Top Fix Scaffolding Wadeville,
Germiston, 1401
(Pty) Limited
Elsje Maria Johanna 40 Managing Director of 100 Nagington Road
GROENEWALD M&S Projects Wadeville,
Germiston, 1401
(Pty) Limited
Non-executive
Bulelani Thandabantu 52 Non-executive 21 Impala Road
NGCUKA Chairman Chislehurston,
Sandton, 2196
Johannes Jacobus 59 Non-executive Christina de
Wit Street
SENEKAL Director De Meule
Prince Albert, 6930
Financial statistics
Unaudited
Pro forma Forecast Forecast
year ended Year ending Year ending
30 June 2006 30 June 2007 30 June 2008
Attributable income (R"000) 16 153 19 919 24 933
Headline earnings per
ordinary
share (cents) 10.1 11.4 13.5
Earnings per ordinary share
(cents) 10.1 11.4 13.5
Price earnings ratio on
offer price (times) 9.9 8.8 7.4
Earnings yield on offer price (%) 10.1 11.4 13.0
Net tangible asset value (cents) 10.1 31.6 45.1
* No income statements are presented in the audited financial statements
as neither the group nor the Company received any revenue or incurred
any expenditure during the year ended 30 June 2006 as the Company was
only incorporated on 12 April 2006 as an investment
holding company;
the effective date of he acquisition of control in respect of all
subsidiaries was 29 June 2006.
The information presented above is unaudited and is prepared on the
following assumptions:
adjustments are made assuming that the restructuring in terms of which
the Company acquired its interests in Top Fix Scaffolding (Proprietary)
Limited, MBM Administration and Labour Brokers (Proprietary) Limited, M&S
Projects (Proprietary) Limited, Safety Adherence Technology (Proprietary)
Limited and S&MS Holdings (Pty) Ltd was effective 1 July 2005;
it has been assumed for purposes of the pro forma income statement
thatthe proceeds of the placing, net of costs, were received on 30 June
2006 and that the aforementioned costs were set-off against the Company"s
sharepremium;
adjustments were made assuming 25 000 000 new ordinary shares were
issued in terms of the placing at R1.00 per share and after costs of R2,5
million; and
it has been assumed for purposes of the pro forma balance sheet that the
proceeds of the placing, net of costs, were received and utilised on 30
June 2006.
The unaudited pro forma information which is the responsibility of the
directors of the Company has been prepared for illustrative purposes only
and may, because of its nature, not give a true reflection of the group"s
financial position.
Dividend policy
It is the directors" intention to pay an annual dividend to shareholders
once the Company has achieved mature growth and to reconsider the
dividend policy periodically thereafter to take account of prevailing
circumstances and future operating capital requirements. It is expected
that initially all earnings generated will be used to increase the
Company"s scaffolding stockholding. Details of the placing and salient
dates
Number of shares to be placed 25 000 000
Price per share R1.00
Total amount to be raised before expenses R25 million
Opening date of the offer (09:00) Tuesday, 28 November 2006
Closing date of the offer (12:00) Thursday, 30 November 2006
Anticipated listing date Wednesday, 6 December 2006
Safe custody accounts at CSDP"s or brokers
updated in respect of dematerialised holders
on or about Wednesday, 6 December 2006
Posting of share certificates in respect
of certificated holders on or about Wednesday, 6 December 2006
If applicable, any refund of any placing
application monies Wednesday, 6 December 2006
Copies of the Pre-Listing Statement
Copies of the Pre-Listing Statement, in English, may be obtained during
business hours from:
- the Company, 100 Nagington Road, Wadeville, Germiston;
- Ernst & Young Sponsors (Proprietary) Limited, Wanderers Office Park,
52 Corlett Drive, Illovo;
- Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited, 2nd
Floor, 5 Sturdee Avenue, Rosebank; and
- the transfer secretaries, Link Market Services South Africa
(Proprietary) Limited, 11 Diagonal Street, Johannesburg.
Warning Statement
The listing of the ordinary shares is on ALTX. In terms of the Listings
Requirements of the JSE, potential investors must be advised of the risk
of investing in an entity listed on ALTX. All potential investors should
carefully consider the entire contents of this Pre-Listing Statement
before deciding whether or not to purchase ordinary shares. There may be
risks of which the Top Fix directors are not aware. Investors should
consider carefully whether investment in the Company is suitable for
them, in the light of their personal circumstances and the financial
resources available to them.
The JSE does not guarantee the viability or success of any entity listed
on ALTX. In terms of the Listings Requirements of the JSE it is a
requirement that any entity listed on ALTX must appoint and retain a
Designated Adviser ("DA") in terms of a written contract and must ensure
that it has a DA at all times. In the event that a DA is not retained
within the stipulated timeframe, an entity listed on ALTX faces
suspension and subsequent termination of its listing without the prospect
of an appropriate offer to minorities.
Johannesburg
27 November 2006
Corporate advisers
Barnard Jacobs Mellet
Corporate Finance
Pillar Capital (Pty) Ltd
Designated adviser
Ernst & Young
Sponsors (Pty) Ltd
(Registration number 2000/031843/07
Independent reporting accountants and auditors
PKF
Accountants & Business advisers
Legal advisers
TW Ferguson
Commercial, Tax & Legal Services
Date: 28/11/2006 11:01:09 AM Produced by the JSE SENS Department
