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TFX - Top Fix - Posting of Circular, Pro Forma Financial Effects and Withdrawal

Release Date: 23/04/2012 12:41
Code(s): TFX
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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 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.

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