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Return of Capital to Shareholders, Distribution of Circular, Notice of General Meeting and Withdrawal of Cautionary
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”)
RETURN OF CAPITAL TO SHAREHOLDERS, DISTRIBUTION OF CIRCULAR, NOTICE OF
GENERAL MEETING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 9 June 2017, wherein shareholders were
advised that the board of directors of M-FiTEC (“Board”) had resolved not to proceed with the
acquisition of Viable Assets by the Company and accordingly, would be returning all excess capital
to shareholders by way of a distribution.
2. CAPITAL DISTRIBUTION AND VOLUNTARY LIQUIDATION
In accordance with paragraph 4.37 of the Listings Requirements of JSE Limited (“JSE Listings
Requirements”), as M-FiTEC will not be completing an acquisition of Viable Assets, the Company
is required to complete a distribution to all shareholders pro rata to their holdings and propose a
special resolution to shareholders for the voluntary liquidation of the Company.
The distribution must be the maximum amount, while still complying with the solvency and liquidity
test pursuant to the Companies Act, 2008 (Act 71 of 2008), as amended, which equates to the
aggregate amount held in escrow, net of applicable taxes and expenses related to the distribution
and voluntary liquidation of M-FiTEC (“Capital Distribution”).
The Board has determined the Capital Distribution to be:
- an amount of approximately R72 991 165 or R9.58 per M-FiTEC share to be distributed to
shareholders on Monday, 2 October 2017 (“First Distribution”); and
- a further amount not exceeding R250 000 or 3.28 cents per M-FiTEC share, being the
remaining cash balance after final settlement of legal fees, liquidation expenses, taxation and
interest, which will be distributed to shareholders in due course (“Final Distribution”).
Shareholders will be advised via SENS as to the final quantum and timing of the Final Distribution.
On the basis that shareholders approve same, M-FiTEC will be voluntarily liquidated, resulting in
the cancellation and delisting of its shares on AltX (“Voluntary Liquidation”).
3. SALIENT DATES AND TIMES
The proposed salient dates and times in respect of the Capital Distribution and Voluntary
Liquidation are set out below:
2017
Record date to determine which shareholders are entitled to
receive the circular Friday, 18 August
Circular distributed to shareholders and declaration
announcement released on SENS on Wednesday 30 August
Last day to trade in order to vote at the General Meeting Tuesday, 5 September
Record date to be eligible to vote at the General Meeting Friday, 8 September
Last day to lodge forms of proxy for the General Meeting by
10:00 on Friday, 15 September
General Meeting to be held at 10:00 on Wednesday, 20 September
Results of General Meeting and finalisation announcement
released on SENS on Wednesday, 20 September
Last day to trade to be eligible to receive the Capital Distribution Tuesday, 26 September
Suspension of M-FiTEC Shares on AltX Wednesday, 27 September
Capital Distribution Record Date Friday, 29 September
First Distribution payment date Monday, 2 October
Delisting of M-FiTEC from AltX Tuesday, 3 October
Notes:
1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.
4. DISTRIBUTION OF CIRCULAR
Shareholders are advised that the circular containing full details of the Capital Distribution and
Voluntary Liquidation, and incorporating a notice to convene a general meeting of M-FiTEC
shareholders (“General Meeting”) in order to consider and, if deemed fit, to pass, with or without
modification, the resolutions set out in the notice of General Meeting included in the circular, has
been distributed today, 30 August 2017, and is available on the Company’s website at
www.m-fitec.com.
5. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Wednesday,
20 September 2017 at Augusta @ Inanda Greens, 54 Wierda Road, Sandton, 2196, in order to
consider and approve, with or without modification, the resolutions set out in the notice of General
Meeting, which is contained in the circular.
6. WITHDRAWAL OF CAUTIONARY
Further to the cautionary announcement dated 9 June 2017 and the subsequent renewal of
cautionary announcement dated 24 July 2017, shareholders are advised that further to this
announcement, shareholders no longer need to exercise caution when dealing in M-FiTEC’s
shares.
Johannesburg
30 August 2017
Designated Adviser
Merchantec Capital
Date: 30/08/2017 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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