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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 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
