M-FITEC INTERNATIONAL LIMITED - Termination of Viable Assets Acquisition, Return of Capital to Shareholders and Cautionary Announcement

Termination of Viable Assets Acquisition, Return of Capital to Shareholders and Cautionary Announcement

M FiTEC International Limited
Incorporated in the Republic of South Africa
(Registration number 2015/294800/06)
Share code: MFI ISIN: ZAE000209607
(“M-FiTEC” or “the Company”)


TERMINATION OF VIABLE ASSETS ACQUISITION, RETURN OF CAPITAL TO SHAREHOLDERS
AND CAUTIONARY ANNOUNCEMENT


1. INTRODUCTION

   Shareholders are referred to the announcements dated 15 March 2017 and 25 May 2017 regarding the
   acquisition of Viable Assets by the Company. Terms defined in the announcement dated
   15 March 2017 shall, unless otherwise stated, bear the same meaning in this announcement.

   Shareholders are hereby advised that the Board has resolved not to proceed with the Viable Assets
   Acquisition and accordingly, will be returning all excess capital to shareholders by way of a distribution.

2. TERMINATION OF VIABLE ASSET ACQUISITION

   The Board has resolved not to proceed with the Viable Assets Acquisition due to:

   -   the current unfavourable sentiment in the market towards small cap listed stocks;

   -   the lack of liquidity in the Company’s share and the pressure this would have had on the share
       price of the Company post Viable Assets Acquisition;

   -   the current state of the South African market; and

   -   the Company’s lack of ability to raise capital at a fair share price and use its shares as currency in
       future acquisitions going forward, due to the aforementioned reasons.

3. RETURN OF CAPITAL AND LIQUIDATION OF THE COMPANY

   In accordance with paragraph 4.37 of the JSE Listings Requirements, M-FiTEC will be:

   -   completing a distribution to shareholders equal to the aggregate amount held in escrow, net of
       applicable taxes and expenses related to the distribution and voluntary liquidiation of the Company
       (“Distribution”); and

   -   proposing a special resolution to shareholders for the voluntary liquidation of the Company.

   Notice has been given to the escrow agent to release the funds held in escrow, which release requires
   a three month notice period. The quantum of the Distribution is in the process of being calculated by
   the Board and shareholders will be advised of same once determined. A notice to convene a general
   meeting of shareholders in order to consider and if deemed fit, to pass with or without modification the
   resolutions necessary to approve and implement the voluntary liquidation of the Company, will be sent
   to shareholders in due course.

4. CAUTIONARY ANNOUNCEMENT

   Shareholders are advised that as the quantum and timing of the Distribution are still in the process of
   being determined, shareholders should exercise caution when dealing in the Company’s securities until
   a further announcement in respect thereof is made.


Johannesburg
9 June 2017

Designated Adviser
Merchantec Capital

Date: 09/06/2017 01:15:00 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.