Top Fix -- disposal and board changes

Shareholders are hereby informed of the following changes to the board of directors ("the board"):
*The resignation of Mr Benjamin Webber Marais ("Mr Marais") as chief executive officer with effect from 9 February 2012; and
*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.

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 Top Fix Scaffolding (Pty) Ltd. ("TFS") and MBM Administration and Labour Brokers (Pty) Ltd ("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.

Purchase consideration
The consideration payable by the purchaser to the company in terms of the disposal shall be:
*48 million shares in the company ("the consideration shares"); and
*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.

Effective date of the disposal
The effective date of the disposal will be 1 January 2012.

Application of the sale proceeds
*The consideration shares will be cancelled and delisted from the JSE.
*The cash consideration will be used in the most appropriate manner as determined by the board.

Conditions precedent
The disposal is subject to, inter alia, the following conditions precedent:
*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);
*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;
*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 Ltd Listing Requirements ("Listings Requirements"), including, if required, the waiver of a mandatory offer; and
*all other regulatory approvals being obtained as may be required.

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.

2012-02-14 09:31:42