HOME     SUBSCRIBERS     TRADE     PRODUCTS & SERVICES    
About Sharenet
Enter any share name or code:    

11-Sep-2018
(C)
Revenue from continuing operations was recorded at R1.450 billion (2017: R1.457 billion), gross profit dipped to R526 million (2017: R543 million) and operating profit came to R71 million (2017: R72 million). Loss for the period attributable ordinary shareholders of the group narrowed to R60 million (2017: loss of R437 million). Furthermore, headline earnings per share from continuing operations were recorded at 3.89 cents per share (2017: 3.82 cents per share).



Dividend

Shareholders are referred to the SENS announcements released on 9 July 2018 and 20 August 2018 which advised shareholders of the proposed delisting of the Group from the JSE. Given these announcements, the board has deliberated and decided not to declare a dividend.



Company outlook

Trading conditions remain challenging, with much uncertainty impacting the economic environment.



To mitigate weakness in the local economic environment, the Group continues to pursue a geographic expansion strategy, which is particularly evident in the Analytical Services segment. Improved sentiment in the mining sector bodes well for the Group while the construction sector remains under pressure. Continued diversification across all business sectors remains a strategic imperative.



Technology disruption remains a key focus area for the Group and opportunities for corporate activity in this space continue to be monitored.



Shareholders are referred to the SENS announcements released on 9 July 2018 and 20 August 2018 in which shareholders were advised of the proposed delisting of the Group from the JSE. The board continues to finalise the terms relating to this transaction and will make a detailed terms announcement, setting out the salient terms of the transaction, in due course.



Results presentation

Torre will host a conference call on the financial results at 10h00 CAT on 12 September 2018.



Anyone who wishes to listen to the presentation of the Group's annual results can pre-register on the home page of the Group's website: www.torreindustries.com.



The presentation will also be available on the Group's website on the morning of the conference call (www.torreindustries.com/investor-presentations).
29-Aug-2018
(Official Notice)
Torre is currently finalising its financial results for the year ended 30 June 2018, expected to be announced on the Stock Exchange News Service on 11 September 2018.



Torre shareholders are advised that normalised headline earnings per share (?NHEPS?), headline earnings per share (?HEPS?) and earnings per share (?EPS?) will differ when compared to the previously reported corresponding period due to:

- NHEPS has been impacted by lower earnings in the Parts and Components segment partly offset by improved operational performance in the Analytical Services segment;

- HEPS was additionally impacted by once-off restructuring and retrenchment costs specifically in relation to SA French within the Capital Equipment segment following the decision to classify this operation as discontinued; and

- EPS reflects a significant improvement over the corresponding period due to lower impairment charges in the current financial year.



As such, NHEPS, HEPS and EPS for the year ended 30 June 2018 are expected to differ from the previous corresponding reporting period as follows:

12 months to 30 June 2017 12 months to 30 June 2018

Actual - Expected range

* HEPS : 10.81 cents - 0.90 cents to 3.00 cents (92% to 72% down)

* EPS : -83.38 cents - -19.50 cents to -4.50 cents (77% to 95% up)



The expected ranges of NHEPS, HEPS and EPS for continuing operations have been included in this trading statement to provide relevant information to shareholders due to the impact of discontinued operations. NHEPS, HEPS and EPS for continuing operations in the previous corresponding period has been re- presented to reflect the impact of classifying SA French, within the Capital Equipment segment, as discontinued.



As such, NHEPS, HEPS and EPS for the Group from continuing operations to 30 June 2018 are expected to vary from the corresponding period as follows:

12 months to 30 June 2017 - 12 months to 30 June 2018

Re-presented - Expected range

* HEPS : 3.82 cents - 3.60 cents to 4.25 cents (6% down to 11% up)

* EPS : -76.68 cents - -11.85 cents to -1.50 cents (85% to 98% up)



Torre will host a conference call on the financial results for the year ended 30 June 2018 at 10h00 CAT on 12 September 2018.



The presentation will also be available on Torre?s website on the morning of the conference call (www.torreindustries.com/investor-presentations).
20-Aug-2018
(Official Notice)
Shareholders are referred to the cautionary announcement published on the Stock Exchange News Service on 9 July 2018 which detailed the basis on which the Torre board (?Board?) resolved to proceed with the delisting of the Company from the JSE (?Proposed Delisting?).



As noted therein, Torre intends to offer Torre shareholders the option to either elect to retain some or all of their shares post the Proposed Delisting or to accept a cash offer and sell some or all of their shares.



The board, together with the established independent delisting committee, continues to finalise the terms of the Proposed Delisting.



A detailed terms announcement will be published on SENS and in the press in due course and will include the salient dates relating to the above.



The Proposed Delisting may have a material effect on the price of Torre?s securities and, accordingly, shareholders are advised to continue to exercise caution when dealing in their Torre securities until the terms announcement is made and the cautionary announcement is withdrawn.
09-Jul-2018
(Official Notice)
The Torre board ("Board") has considered various options in order to achieve the Company?s strategic objectives, with a key objective being the improvement in Torre?s BEE ownership levels from c.29% to 51% ("Empowerment Requirement"). The Empowerment Requirement is a business imperative for Torre that is receiving the utmost attention and priority.



The board is of the view that the Empowerment Requirement will be significantly easier to achieve in an unlisted environment and accordingly the Board is considering the viability of the Company?s listing on the Main Board of the Johannesburg Stock Exchange ("JSE").



In addition, the board has also considered the following factors to and benefits from operating in an unlisted environment:

*Ability to eliminate listing costs and central costs;

*More flexibility in relation to the capital structure which is likely to increase efficiency and improve overall returns for shareholders; and

*Opportunity to exit Torre shareholders from shares that are tightly held with relatively poor liquidity and analyst coverage



Having considered the above, the board has resolved to proceed with the delisting of the Company from the JSE ("Proposed Delisting") and proposes to make a cash offer to Torre shareholders ("Offer") and to implement the Proposed Delisting by way of a scheme of arrangement ("Scheme"). Torre intends to offer Torre shareholders the option to either elect to retain all or some of their shares post the Proposed Delisting ("Retain Option") or elect to accept the Offer and sell some or all of their shares ("Cash Option").



The board has established an independent committee ("Delisting Committee") to consider and approve the terms of the proposed Offer and Proposed Delisting as well as recommend an appropriate Offer consideration.



Once the Delisting Committee has considered all factors relating to the Proposed Delisting and Offer, a detailed terms announcement will be published on the Stock Exchange News Service and in the press ("Terms Announcement"). Such Terms Announcement will include salient dates relating to the above.



The Proposed Delisting and Offer may have a material effect on the price of Torre?s securities and, accordingly, shareholders are advised to exercise caution when dealing in their Torre securities until the Terms Announcement is made and this cautionary announcement is withdrawn.
05-Jul-2018
(Official Notice)
22-Jun-2018
(Official Notice)
Shareholders are advised of the following changes to the Torre board:



Mr Johan Botes has resigned as chief executive officer effective 31 July 2018 to pursue other interests.



Mr Jon Hillary has accepted the position of chief executive officer effective 1 August 2018 and will accordingly relinquish the position of executive deputy chairman.
10-May-2018
(Official Notice)
The board of directors of Torre ("the Board") hereby notifies its shareholders of the appointment of Mr James Bishop as an alternate director to non-executive director, Mr Peter van Zyl, with effect from 8 May 2018.
15-Mar-2018
(Official Notice)
Shareholders are referred to the SENS announcement released on 15 June 2017 relating to the disposal by Torre, through its wholly owned subsidiary, Torre International Holdings Ltd., of its 55% shareholding in Kanu Equipment Ltd. (?Kanu?) (?the transaction?).



The disposal consideration for the transaction was settled by means of an initial cash and share consideration received at the time of the disposal and loan to Kanu for the balance of the proceeds. The loan receivable bore interest at 7.5% per annum and was repayable by 30 June 2018, with an option to extend to 31 December 2018.



As reported in the Group?s unaudited condensed consolidated interim results for the six months ended 31 December 2017 (?interim results?), released on SENS on 27 February 2018, the Group finalised commercial warranty claims to the value of R7 million in anticipation of the full and final settlement of the loan receivable.



Torre advised shareholders that the loan receivable was settled by Kanu on 15 March 2018 following the receipt of USD12.3 million representing full and final settlement.



The board is considering the best way to utilize the proceeds to optimize value for shareholders.
27-Feb-2018
(C)
Revenue for the interim period rose to R778 million (R759 million) whilst operating profit lowered to R40 million (R41 million). Profit attributable to ordinary shareholders grew to R25 million (R17 million). In addition, headline earnings per share from continuing operations shot up to 6.19cps (0.97cps).



Dividend

Torre's current dividend policy is to pay a dividend once a year. The board will consider a dividend at year-end in accordance with the policy of having dividends covered 4 times by headline earnings per share.



Results presentation

Torre will host a conference call on the financial results at 11h00 CAT on 27 February 2018.



Anyone who wishes to listen to the presentation of the group's interim results can pre-register on the home page of the company's website: http://www.torreindustries.com



The presentation will also be available on the company's website on the morning of the conference call (www.torreindustries.com/investor-presentations).



Company outlook

Trading conditions remain challenging although the group is beginning to see improved sentiment for the mining sector whilst the construction sector remains under pressure. The recent political and economic developments in South Africa bode well for Torre to benefit from any improvement in the sectors it services



Torre is continuing to work on its geographic expansion strategy with, TPC, Letaba, AMIS and WearCheck reporting higher revenue from Africa.



Technology disruption remains a key strategic focus for Torre and M-A activity in this area is at an advanced stage for certain of its businesses. Torre is also currently working on partnerships in new areas of business.



The Kanu receivable of R151 million (USD12.3 million) is on track for settlement in the coming months and this will further enhance group liquidity.
13-Feb-2018
(Official Notice)
Torre is currently finalising its interim financial results for the six months ended 31 December 2017, expected to be announced on SENS on 27 February 2018.



Torre shareholders are advised headline earnings per share (?HEPS?) and earnings per share (?EPS?) for the period are expected to be higher than reported HEPS and EPS for the previous corresponding reporting period ended 31 December 2016 due to:

- Improved operational performance, specifically in the Analytical Services segment; and

- Once-off restructuring and relocation costs included in prior period earnings.



As such, HEPS and EPS for the six months ended 31 December 2017 are expected to increase from the previous corresponding reporting period as follows:

Six months to 31 December 2016 - six months to 31 December 2017

Actual - Expected range

* HEPS : 3.65 cents - 4.47 cents to 5.10 cents ( 22% to 40% up)

* EPS : 3.27 cents - 4.50 cents to 5.00 cents (38% to 53% up)



Torre will host a conference call on the financial results for the six months ended 31 December 2017 at 11h00 CAT on 27 February 2018.



Anyone who wishes to listen to the presentation of the Group?s interim results can pre-register on the home page of Torre?s website: www.torreindustries.com The presentation will also be available on Torre?s website on the morning of the conference call (www.torreindustries.com/investor-presentations).
06-Dec-2017
(Official Notice)
The Company advises shareholders that all the resolutions contained in the notice of annual general meeting ("AGM") were passed by the required majority of votes by shareholders present or represented by proxy at the AGM of Torre held on Wednesday, 6 December 2017 at 09h30 at Torre?s registered offices situated at 11 Avalon Road, Westlake View Ext. 11, Modderfontein, Johannesburg.



03-Nov-2017
(Official Notice)
Shareholders are advised that the integrated annual report, containing the audited financial statements of the Company and the Group for the year ended 30 June 2017, has been posted to shareholders on Friday, 3 November 2017. The integrated annual report is also available on the Company?s website (www.torreindustries.com).



The audited financial statements of the Company and the Group contain no modifications to the provisional reviewed condensed results for the year ended 30 June 2017 as released on SENS on 30 August 2017.



Notice of annual general meeting

The notice of annual general meeting (?AGM?) was posted to shareholders on Friday, 3 November 2017 and notice is hereby given that the AGM of the Company will be held at Torre?s registered offices situated at 11 Avalon Road, Westlake View Ext. 11, Modderfontein, Johannesburg at 09h30 on Wednesday, 6 December 2017 to transact the business as stated in the notice of AGM.



The record date for the purpose of determining which shareholders of the Company are entitled to receive the notice of the AGM is Friday, 27 October 2017 and the record date for purposes of determining which shareholders of the Company are entitled to participate in and vote at the AGM is Friday, 1 December 2017. The last day to trade to participate in and vote at the AGM is Tuesday 28 November 2017.



Availability of B-BBEE compliance report

Shareholders are advised that the annual compliance report in terms of Section 13G(2) of the B-BBEE Amendment Act No. 46 of 2013, is available on the Company?s website (www.torreindustries.com).

25-Oct-2017
(Official Notice)
Mr Charles Pettit has resigned as a non-executive director and member of the board effective 24 October 2017.



Ms Mary Bomela has resigned as a non-executive director and member of the board effective 24 October 2017.



The board announces the appointment of Ms Sandiswa Ziphethe-Makola as a non-executive director and member of the board with effect from 24 October 2017.



The designation for Mr Nchaupe Khaole has changed from non- executive director of the Company to that of alternate director to Ms Sandiswa Ziphethe-Makola with effect from 24 October 2017.



30-Aug-2017
(C)
Revenue from continuing operations for the year was recorded at R1 524 million (R1 521 million) and gross profit grew to R568 million (R524 million). Operating profit increased to R77 million (R64 million). Loss attributable to ordinary shareholders came to R437million (profit of R28 million). In addition, headline earnings per share from continuing operations fell to 3.99 cents per share (4.13 cents per share).



Cash dividend declaration

Notice is hereby given that the board declared a final gross cash dividend of 3 cents per share.



Strategic review and outlook

Trading conditions remain challenging but, having completed its restructuring, Torre is well positioned to benefit from any improvement in the economy or in the sectors it services. Although the once-off impairment of assets has reduced the on-balance sheet capital, it is now soundly based on productive assets. In addition Torre has no net debt and has a material vendor receivable due from Kanu which will further enhance group liquidity. Torre anticipates stable or improved earnings in the coming financial year through organic and acquisitive growth.



Organically we seek to:

*Right size and eliminate excess costs where still required;

*Diversify our product offering through geographic expansion and reach;

*Develop new and innovative ideas to expand market share aided by the use of technology where appropriate; and

*Drive new partnerships and investments to achieve greater distribution ability.



On the M-A front the management team is reviewing and assessing a number of focused, bolt-on and stand-alone acquisitions. Our stronger balance sheet, improved and better integrated group and a clear strategic outlook provides us with a solid platform from which to deliver growth in the medium term.

16-Aug-2017
(Official Notice)
15-Jun-2017
(Official Notice)
Shareholders are referred to:

*the announcement released on SENS on 22 November 2016 (?Terms Announcement?) in which they were advised that Torre, through its wholly owned subsidiary Torre International, reached agreement with AAF, Phatisa and Kanthu to dispose of Torre?s 55% shareholding in and shareholder loan claims against Kanu (?Kanu Disposal?); and

*the announcement released on SENS on 27 March 2017 (?Repurchase Announcement?) relating to a specific repurchase by Torre of Torre shares from Kanthu Nkama Capital (Pty) Ltd, which repurchase is an indivisible component of the Transaction.



Defined terms used in this announcement bear the same meaning as those used in the Terms Announcement and the Repurchase Announcement.



Further to the announcement released on SENS on 6 June 2017 in which Torre confirmed that the requisite Torre shareholders approved the Kanu Disposal and Specific Repurchase, Torre advises that all the other outstanding conditions precedent relating to the Kanu Disposal and Specific Repurchase have been concluded and the Transaction has become unconditional.



06-Jun-2017
(Official Notice)
Shareholders are referred to the announcement released on SENS on 5 May 2017 wherein shareholders were advised that Torre had posted a circular, together with a notice convening a general meeting, to shareholders relating to the Kanu Disposal and Specific Repurchase.



Results of the voting

Shareholders are advised that at the general meeting of Torre shareholders, held on Tuesday, 6 June 2017, all of the resolutions tabled thereat were passed by the requisite majority of votes.



Further conditions precedent

The Kanu Disposal and Specific Repurchase remains subject to certain conditions precedent as set out in the circular dated 5 May 2017. A further announcement will be released once all of the conditions precedent have been fulfilled or waived.
18-May-2017
(Official Notice)
Torre informed shareholders that it has concluded an agreement, via its Torre Parts and Components business unit (?TPC?), to acquire 100% of the shares of Top Class Automotive (Pty) Ltd. (?Top Class?). The acquisition is effective 1 May 2017.



Top Class is an authorised tier one distributor of SKF bearings and related products for the Automotive, Commercial and Off Highway markets and is also an assembler of wheel bearing kits for the Automotive aftermarket in South Africa under both proprietary and various private label brands. Top Class has a high-quality customer base that is complementary to the existing customer base of TPC. The Acquisition falls below the threshold of the categorisation of transactions which require disclosure in terms of the JSE Ltd.'s Listings Requirements. Nevertheless, the Board of Torre deemed it appropriate to inform shareholders of the Acquisition.
05-May-2017
(Official Notice)
Shareholders are referred to:

*the announcement released on SENS on 22 November 2016 (?Terms Announcement?) in which they were advised that Torre, through its wholly-owned subsidiary Torre International, reached agreement with AAF, Phatisa and Kanthu in terms of which AAF will, jointly with Kanthu, acquire Torre?s 55% shareholding in and shareholder loan claims against Kanu; and

*the announcement released on SENS on 27 March 2017 (?Repurchase Announcement?) relating to a specific repurchase by Torre of Torre shares from Kanthu Nkama Capital (Pty) Ltd, which repurchase is an indivisible component of the Transaction.



Defined terms used in this announcement bear the same meaning as those used in the Terms Announcement and the Repurchase Announcement. Torre shareholders are advised that the Circular setting out the details of the Kanu Disposal and Specific Repurchase and a notice convening a general meeting of Torre shareholders has been posted today. The Circular is also available on Torre?s website: www.torreindustries.com. The General Meeting will be held at 09:30 on Tuesday, 6 June 2017 at the registered office of Torre at 11 Avalon Road, West Lake View Ext 11, Modderfontein, Johannesburg for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions set out in the notice included in the Circular.



The salient dates and times are as follows: 2017

*Record date in order to be eligible to receive the Circular Friday, 28 April

*Circular posted to shareholders and announced on SENS on Friday, 5 May

*Last date to trade in Torre shares in order to be recorded in the register to vote at the General Meeting on Tuesday, 23 May

*Record Date to participate in and vote at the General Meeting by close of trade on Friday, 26 May

*Last date to lodge forms of proxy in respect of the General Meeting by 09:30 on Friday, 2 June

*General Meeting to be held at 09:30 on Tuesday, 6 June

*Results of General Meeting released on SENS on Tuesday, 6 June

04-May-2017
(Official Notice)
The Board announced that Mr Jon Hillary has been appointed as full-time Executive Deputy Chairman of Torre with effect from 1 July 2017 to work with the existing executive team to build the Group, with a specific focus on strategic growth initiatives.



Mr Charles Pettit will step down as Executive Deputy Chairman on 30 June 2017 but will remain on the Board as a non-executive director and will continue to provide advisory services to the Group.
24-Apr-2017
(Official Notice)
Torre informed shareholders that with effect from 1 April 2017, it has concluded an agreement, via its WearCheck business unit, to acquire 100% of Transformer Chemistry Services (?TCS?).



TCS specialises in the analytical testing and diagnostic interpretation of insulating materials used in high-voltage electrical equipment with independent laboratories located in Durban and Cape Town. TCS provides the analytical techniques and services for various fluids and computer software for data acquisition, reporting and control of transformer oil analysis data and requisite maintenance actions to the global electrical industry.



TCS will form part of and strengthen the existing Johannesburg based transformer analysis business within WearCheck in Torre?s Analytical Services segment.



The acquisition falls below the categorisation thresholds of the JSE Listings Requirements.
27-Mar-2017
(Official Notice)
03-Mar-2017
(Official Notice)
Shareholders are referred to the announcement released on SENS on 22 November 2016 (?Terms Announcement?) in which they were advised that Torre, through its wholly-owned subsidiary Torre International, reached agreement with AAF, Phatisa and Kanthu in terms of which AAF will, jointly with Kanthu, acquire Torre?s 55% shareholding in and shareholder loan claims against Kanu. Defined terms used in this announcement bear the same meaning as those used in the Terms Announcement.



Extension of time to post the Transaction circular

Torre shareholders are advised that the JSE has granted the Company an extension to the posting date of the circular relating to the Transaction until 31 March 2017. The Company will publish an update SENS announcement should there be any changes to this date as well as confirm once the circular has been posted.
28-Feb-2017
(C)
Revenue for the interim period lowered to R802 million (R859 million) and net operating profit slumped to R17 million (R71 million). Profit attributable to ordinary shareholders nose-dived to R17 million (R76 million). In addition, headline earnings per share from continuing operations weakened to 0.97cps (9.28cps).



Dividend

Based on the trading performance of the interim period, the board has decided not to declare a dividend for the six months ended 31 December 2016.



Results presentation conference call

Torre will host a conference call on the financial results on Tuesday 28th February 2017 at 15h00 (South African time). Anyone who wishes to participate in the conference call can dial the following numbers:



Call/Dial-in details

South Africa (Toll Free) : 0 800 200 648

Johannesburg : 011 535 3600

USA and Canada (Toll Free) : 1 855 481 5362

Other Countries : +27 11 535 3600

UK (Toll Free) : 0 808 162 4061



The presentation will be available on the company's website on the morning of the conference call (www.torreindustries.com/investor-presentations).



Outlook

Torre is cautiously optimistic that improvements seen in the first half of the financial year will continue in the second half of the year, although trading conditions remain tough.



The Group's focus will be on organic growth and increasing its market share of its existing operations while continuing to reduce costs. Various cost cutting initiatives have been implemented throughout the Group and are expected to start bearing fruits over the next 12 to 24 months.
06-Feb-2017
(Official Notice)
Torre shareholders are advised that normalised headline

earnings per share (?NHEPS?), headline earnings per share (?HEPS?) and basic earnings per share (?EPS?) will all be lower than the previous corresponding reporting period due to prior period earnings including once off benefits from deferred purchase consideration adjustments and a specific once-off contractual sale. Current period earnings will be adversely affected following once-off restructuring and relocation costs.



Notwithstanding, the interim results will be much improved from those of the prior six month period ended 30 June 2016, as operational improvements began taking effect.



As such, NHEPS, HEPS and EPS for the Group to 31 December 2016 are expected to decrease from the corresponding period as follows:

6 months to 31 December 2015 (Actual ); 6 months to 31 December 2016 (Expected range)

*NHEPS: 15.90 cents; 8.0 cents to 7.0 cents (50% to 56% down)

*HEPS: 15.12 cents; 4.25 cents to 3.25 cents (72% to 79% down)

*EPS: 15.06 cents; 4.0 cents to 3.0 cents (73% to 80% down)



The financial information on which the trading statement has been based has not been reviewed or reported on by Torre?s external auditors.



Torre will release its results for the 6 months to 31 December 2016 on 28 February 2017, along with the results of a strategic review.



07-Dec-2016
(Official Notice)
The company advised shareholders that all the resolutions contained in the notice of annual general meeting (?AGM?) were passed by the required majority of votes by shareholders present or represented by proxy at the AGM of Torre held today, 7 December 2016 at 09h30 at Torre?s offices in Waterfall Distribution Campus, Bridal Veil Road, cnr Allandale Road and K101, Midrand.



The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

22-Nov-2016
(Official Notice)
Shareholders are advised that Torre has, through its wholly-owned subsidiary Torre International Holdings Ltd. (?Torre International?), reached agreement with African Agriculture Fund (?AAF?), a private equity fund managed by Phatisa Fund Managers Ltd. (?Phatisa?) and Kanthu Nkhama Capital (Pty) Ltd. (?Kanthu?) in terms of which AAF will, jointly with Kanthu, acquire Torre?s 55% shareholding in and shareholder loan claims against Kanu Equipment Ltd. (?Kanu?) for a total consideration of USD26 725 000 (the ?Transaction?). Torre has also agreed with AAF and Kanu that working capital balances due to Torre by Kanu, totalling approximately USD4 200 000, will be settled over the course of a 12 month period, bringing the total proceeds payable to Torre to USD30 925 000.



Conditions precedent

The Transaction is subject to the fulfilment of the following outstanding conditions precedent, by no later than 30 April 2017:

- AAF being satisfied with the results of the due diligence investigation into Kanu;

- Approval of the Transaction by Phatisa and AAF;

- Approval of the Transaction by the shareholders of Torre and by the directors of Kanu;

- Approval of the JSE Ltd., the Financial Surveillance Department of the South African Reserve Bank and the Competition Authorities, to the extent required; and

- Conclusion of the Transaction implementation agreements to the satisfaction of all parties.



Net assets and profits of Kanu

The value of the net assets of Kanu at 30 June 2016 was R471 million and the net profit after tax attributable to Kanu for the year ended 30 June 2016 was R56 million.
04-Nov-2016
(Official Notice)
Shareholders are advised that the Integrated Annual Report, containing the audited financial statements of the company and the Group for the year ended 30 June 2016, has been posted to shareholders today. The Integrated Annual Report is also available on the company?s website (www.torreindustries.com).



The audited financial statements of the company and the Group contain no modifications to the provisional reviewed condensed results for the year ended 30 June 2016 as released on SENS on 31 August 2016.



Notice of Annual General Meeting

The notice of Annual General Meeting ("AGM") was posted to shareholders today, 4 November 2016, and notice is hereby given that the AGM of the company will be held at Torre?s Capital Equipment offices in Waterfall Distribution Campus, Bridal Veil Rd Cnr Allandale Rd and K101, Waterfall, Midrand at 09h30 on Wednesday, 7 December 2016 to transact the business as stated in the notice of AGM. The record date for the purpose of determining which shareholders of the company are entitled to receive the notice of the AGM is Friday, 28 October 2016 and the record date for purposes of determining which shareholders of the company are entitled to participate in and vote at the AGM is Friday, 2 December 2016.



The last day to trade to participate in and vote at the AGM is Tuesday 29 November 2016. Forms of proxy must be lodged with the transfer secretaries by no later than 09h30 on Monday, 5 December 2016. Any proxies not lodged by this time must be handed to the Chairman of the AGM immediately prior to such proxy exercising his/her right to vote at the AGM.
17-Oct-2016
(Official Notice)
Shareholders are referred, inter alia, to the combined offer circular posted to Torre shareholders on 27 July 2016 detailing the mandatory offer by Stellar Capital to acquire all the Torre shares not already held by Stellar Capital for a mandatory offer consideration of 1.25 new Stellar Capital shares in exchange for each Torre share held on the record date, being Friday, 14 October 2016 (?Offer?).



Shareholders were further advised, in the announcement released on the Stock Exchange News Service on 30 September 2016, that the Offer had become unconditional.



Accordingly, the Offer closed at 12h00 on the record date for the Offer, being Friday, 14 October 2016.



Results of the Offer

Shareholders are hereby advised that in terms of the Offer, Stellar Capital received acceptances from Torre shareholders holding 104 747 235 Torre shares, constituting approximately 19.95% of the issued ordinary shares of Torre.



Prior to the Offer, Stellar Capital held 35.43% of the issued ordinary share capital of Torre. Subsequent to the Offer, Stellar Capital now holds 55.38% of the issued ordinary share capital of Torre.



Shareholders who have accepted the Offer, but have not yet received the Offer consideration, should note that certificated shareholders who have validly accepted the Offer will have the Offer consideration posted to them (at their own risk) within six business days after their acceptance of the Offer. Dematerialised shareholders will have their CSDP/broker accounts credited with the Offer consideration within 6 business days of receipt by the transfer secretaries of the acceptance of the Offer by the dematerialized shareholder, CSDP or broker.
13-Oct-2016
(Official Notice)
Shareholders are referred, inter alia, to the combined offer circular posted to Torre shareholders on Wednesday, 27 July 2016 (?Circular?) in which they were advised that, in terms of the Takeover Regulations, Stellar Capital is obliged to offer to acquire all of the Torre shares held by Torre shareholders for a consideration of 1.25 new Stellar Capital shares for each Torre share held (?Ratio?).



Fractional entitlements

Shareholders were further advised in the Circular that, where the application of this Ratio gives rise to a fraction of a Stellar Capital share, such fraction will be rounded down to the nearest whole number, resulting in allocations of whole Stellar Capital shares and a cash payment for the fraction (?Rounding Provision?).



In accordance with the requirements of the JSE Ltd., the cash payment has been determined with reference to the volume weighted average price of a Stellar Capital share traded on the JSE on Wednesday, 12 October 2016 (being the day on which an ordinary Torre share began trading ?ex? the entitlement to accept the offer), discounted by 10%.



Shareholders are accordingly advised that the basis applicable in determining the cash payment for the fractional entitlement is 118 cents.



Example of fractional entitlement:

This example assumes that a Torre shareholder holds 125 Torre shares at the close of business on the Record Date, being tomorrow, Friday, 14 October 2016, and has chosen to accept the offer in respect of all his shareholding.



Stellar Capital share entitlement = 125 x 1.25 = 156.25 new Stellar Capital shares. The Rounding Provision described above is then applied and the shareholder will receive: 156 Stellar Capital shares and a cash payment for the fractional entitlement of 0.25 x 118 = 30 cents, for the 125 Torre shares held.



The tax implications of the cash payment will depend on the individual circumstances of the recipient Torre shareholder concerned. Torre shareholders receiving the cash payment for their fractional entitlement are therefore advised to obtain independent tax advice in relation thereto.
30-Sep-2016
(Official Notice)
Shareholders are referred to the joint announcement released on the Stock Exchange News Service (?SENS?) on 23 June 2016 in which they were advised that Stellar had increased its shareholding in Torre from 33.86% to 35.46%, pursuant to which Stellar was obliged to make a mandatory offer to all Torre shareholders to acquire all of the ordinary shares of Torre that Stellar does not already own (?Offer?).



The combined Offer circular was posted to Torre shareholders on Wednesday, 27 July 2016.



Offer unconditional

Shareholders are now advised that the Offer is unconditional in accordance with its terms. The Offer will remain open for a further 10 business days, pursuant to Regulation 105(5)(b) of the Takeover Regulations, 2011.



Accordingly, the remaining salient dates pertaining to the Offer are as follows:

*Last day to trade in Torre shares in order to be eligible to accept the Offer - Tuesday 11October 2016

*Torre Shares trade ex the entitlement to accept the Offer - Wednesday, 12 October 2016

*Announcement released on SENS in respect of the cash payment applicable to fractional entitlements, based on the volume weighted average price of Stellar shares traded on Wednesday, 5 October 2016, discounted by 10% - Thursday, 13 October 2016

*Record date to determine which shareholders are eligible to accept the Offer - Friday, 14 October 2016

*Closing date of the Offer at 12:00 on - Friday, 14 October 2016

*Date of discharge of the Offer consideration - Monday, 17 October 2016

*Results of the Offer to be announced on SENS - Monday, 17 October 2016

*Results of the Offer to be published in the press - Tuesday, 18 October 2016





31-Aug-2016
(C)
Revenue for the year jumped to R2.0 billion (R1.3 billion) and gross profit grew to R679 million (R463 million). Operating profit lowered to R132 million (R155 million). Profit attributable to ordinary shareholders tumbled to R28 million (R98 million). In addition, headline earnings per share took a dip to 16.61cents per share (30.26 cents per share).



Dividend

In accordance with the policy of having dividends covered 4 times by headline earnings per share, notice is hereby given that the board declared a final gross cash dividend of 2 cents per share (1.7 cents net of dividend withholding tax at 15% if applicable) for the 12 months' period ended 30 June 2016 ("Final Dividend"). No scrip dividend is offered as the share price is materially below the board's assessment of intrinsic value.



Results presentation conference call

Torre will host a conference call on the financial results on Friday 2nd September at 11am (South African time). Anyone who wishes to participate in the conference call can dial the following numbers:

- Neotel 011 535 -3600

- Telkom 010 201 -6800

The presentation will be available on the company's website on the morning of the conference call (www.torreindustries.com/investor-presentations).



Prospects

Torre is cautiously optimistic looking forward as it believes that the quality of its businesses, and the various initiatives that have been targeted to improve performance, will position it to continue to trade profitably regardless of market conditions. In addition, its strong Group balance sheet will allow us to take advantage of acquisition opportunities at this low point in the cycle.
26-Aug-2016
(Official Notice)
In light of current market and trading conditions, Torre has been implementing operational restructuring at all levels throughout the group, including the Corporate Head Office.



Mr Charles Pettit stepped down as the Chief Executive Officer and has taken up the newly created position of Executive Deputy Chairman of the Board focused on the execution of the growth strategies in Torre.



Mr Roy Midlane has agreed to resign as Chief Financial Officer with immediate effect. Roy will remain on the Board as a non- executive director until the conclusion of the Mandatory Offer process by Stellar Capital Partners Ltd. to Torre Shareholders, and thereafter Roy has agreed to provide consulting and advisory services to Torre.



The Board announced that Mr Johan Botes (currently Group Chief Operating Officer) has been appointed as Chief Executive Officer of Torre with immediate effect.



The Board also announced that Mr Shivan Mansingh (currently Group Financial Manager) has been appointed as Chief Financial Officer with immediate effect.
26-Aug-2016
(Official Notice)
Shareholders are referred to the trading statement released on SENS on 8 June 2016. As anticipated, expected EPS have been further negatively affected by goodwill and other impairments deemed necessary in the course of the annual impairment assessments completed in terms of IAS 36 as part of the year end reporting process.



EPS are now expected to be between 5.2 cents and 6.2 cents (being between 78% and 81% lower) compared to the EPS of 28 cents reported for the year ended 30 June 2015.



HEPS are expected to be within the same range as previously reported being between 16.5 cents and 19.5 cents (36% and 45% lower) compared to the HEPS of 30.26 cents reported for the year ended 30 June 2015.



Normalised HEPS, after the adjustment for certain restructuring and start-up expenses, are expected to be between 20.5 cents and 22.5 cents (being between 27% and 34% lower) compared to the Normalised HEPS of 30.98 cents for the year ended 30 June 2015.



The results for the year ended 30 June 2016 are expected to be published on or about Wednesday, 31 August 2016.
26-Aug-2016
(Official Notice)
Shareholders are referred to the joint announcement released on the Stock Exchange News Service (?SENS?) on 23 June 2016 in which they were advised that Stellar had increased its shareholding in Torre from 33.86% to 35.46%, pursuant to which Stellar is obliged to make a mandatory offer to all Torre shareholders to acquire all of the ordinary shares of Torre that Stellar does not already own (?Offer?).



Posting of circular

Further to the joint announcement released on SENS on 21 July 2016, regarding an extension granted by the Takeover Regulation Panel for the posting of the combined Offer circular (?Circular?), shareholders are advised that the Circular to Torre shareholders, containing full details of the Offer, has been posted today, 27 July 2016. The Circular can also be accessed on the website of Torre, www.torreindustries.com, as well as on that of Stellar, www.stellarcapitalpartners.co.za.
21-Jul-2016
(Official Notice)
Shareholders are referred to the joint announcement released on the Stock Exchange News Service on 23 June 2016 in which they were advised that Stellar had increased its shareholding in Torre from 33.86% to 35.46%, pursuant to which Stellar is obliged to make a mandatory offer to all Torre shareholders to acquire all of the ordinary shares of Torre that Stellar does not already own (?Offer?).



Combined offer circular

Shareholders are advised that Stellar and Torre have applied to the Takeover Regulation Panel (?TRP?) for an extension of the posting date in respect of the combined offer circular, from Friday 22 July 2016 to Friday, 29 July 2016. This request has been granted by the TRP and, accordingly, the combined offer circular will be posted to Torre shareholders as soon as possible, but by no later than Friday, 29 July 2016.



24-Jun-2016
(Official Notice)
Shareholders are advised that Torre has obtained approval from the JSE to issue and list a total of 456 149 Torre ordinary shares (?Top-up shares?)to the previous Set Point minority shareholders as set out in the Adjustment Notice contained in the combined circular to Set Point shareholders dated 13 April 2015 (?Combined Circular?).



In addition the Set Point minority shareholders will receive a cash amount of 7,5 cents per Top-up share which is equal to the amount of dividends declared by Torre between the initial scheme consideration and the issue of the Top-up shares.



The four previous majority Set Point shareholders are excluded from the upward adjustment obligation in terms of their agreement with Torre to waive these rights to facilitate an immediate integration of Set Point with Torre.



It is anticipated that the Top-up shares will be issued and the cash consideration paid on or about 30 June 2016.



Set Point minority shareholders that are still in possession of their Set Point Documents of Title are requested to urgently make contact with the Torre Company Secretary at info@torreindustries.com to complete the surrender process as set out in the Combined Circular.

23-Jun-2016
(Official Notice)
20-Jun-2016
(Official Notice)
08-Jun-2016
(Official Notice)
Torre notified shareholders of the following expected changes in earnings per share (?EPS?) and headline earnings per share (?HEPS?) for the financial year ending 30 June 2016.



EPS are expected to be between 15.5 cents and 18.5 cents (being between 34% and 45% lower) compared to the EPS of 28 cents reported for the year ended 30 June 2015.



HEPS are expected to be between 16.5 cents and 19.5 cents (being between 36% and 45% lower) compared to the HEPS of 30.26 cents reported for the year ended 30 June 2015.



The expected EPS may be further negatively affected if goodwill or other impairments are deemed necessary in the course of the annual impairment assessments completed in terms of IAS 36 as part of the year end reporting process.
10-May-2016
(Official Notice)
Shareholders are advised that earnings per share for the financial year ending 30 June 2016 are expected to be lower than the corresponding period in 2015. This expectation is based on the disappointing trading results for the four months ended 30 April 2016, which include the traditional slow month of January as well as the Easter period.



The weaker trading performance is primarily due to the challenging operational environment for industrial groups similar to Torre including weak commodity prices, low business confidence and a volatile exchange rate. In addition Torre has focused on the consolidation of its business and has not completed any material acquisitions in the current financial year. Unit sale volumes in the consumer businesses are also down compared to prior periods. Accordingly cost-optimisation measures have been implemented across the Group, especially in the under-performing business units.



The African business units continue to perform ahead of expectations.



Based on the anticipated lower earnings Torre is expected to have an upward adjustment obligation of 456 151 Torre shares (approximately R1,3 million) to the previous Set Point minority shareholders as set out in the Adjustment Notice contained in the Combined Circular to Set Point shareholders dated 13 April 2015. The upward adjustment obligation must be settled by latest 31 October 2016. The four previous majority Set Point shareholders are excluded from the upward adjustment obligation in terms of their agreement with Torre to waive these rights to facilitate an immediate integration of Set Point with Torre.



To the extent required, a trading statement will be released in terms of paragraph 3.4(b) of the JSE Listings Requirements, once greater certainty is obtained regarding earnings for the financial year ending 30 June 2016.



The forecast financial information on which this trading update is based, has not been reviewed or reported on by Torre?s external auditors.



18-Apr-2016
(Official Notice)
Torre ordinary shareholders (?Shareholders?) are referred to the announcement released on the Stock Exchange News Service on Thursday, 31 March 2016 (?the announcement?) regarding the ratio applicable to the company?s declaration of an interim distribution of fully-paid Torre ordinary shares of no par value (?Scrip Distribution Shares?) to shareholders recorded in the register at the close of business on the record date, being Friday, 15 April 2016 (?Record Date?).



As set out in the announcement, shareholders not electing to receive the cash dividend in respect of all or part of their shareholding were entitled to receive that number of scrip distribution shares determined in the ratio of 1.30508 scrip distribution shares for every 100 ordinary shares held on the record date.



In terms of the scrip distribution, 5 007 338 new ordinary shares were issued today to shareholders who did not elect to receive the cash dividend in respect of all or part of their shareholding, resulting in a capitalisation of the distributable retained profits of the company of R 14 771 647. Shareholders recorded in the register of the company at the close of business on the record date holding 135 914 297 ordinary shares elected to receive the gross cash dividend of 3.5 cents per ordinary share, resulting in a total gross cash dividend of R 4 757 000, which was paid out of the distributable retained profits of the company.



Following the scrip distribution the company has an issued share capital of 524 602 296 ordinary shares of no par value.



Share certificates will be dispatched to certificated shareholders and CSDP/broker accounts of dematerialised shareholders will be credited today. Payment of the cash dividend will also be made today.



31-Mar-2016
(Official Notice)
23-Mar-2016
(Official Notice)
03-Mar-2016
(C)
Revenue for the interim period increased to R1 billion (2014: R562.4 million). Gross profit soared to R359.5 million (2014: R194.6 million), operating profit jumped to R107.2 million (2014: R72.1 million), while profit attributable to ordinary shareholders of the group increased to R75.8 million (2014: R47.6 million). Furthermore, headline earnings per share rose to 15.12cps (2014: 14.36cps).



Dividend

The Board has decided to maintain the interim dividend for the six months ended 31 December 2015. However in the context of a deteriorating economic environment and in order to provide Torre shareholders with an attractive reinvestment opportunity, the dividend will be paid by way of the issue of fully paid Torre ordinary shares of one Rand each ("the Scrip Distribution"). The dividend will be payable to ordinary shareholders ("Shareholders") recorded in the register of Torre at the close of business on the record date, being Friday, 15 April 2016. Shareholders will be entitled, in respect of all or part of their shareholding, to elect to receive a gross cash dividend of 3.5 cents per ordinary share in lieu of the Scrip Distribution, which will be paid only to those shareholders who elect to receive the cash dividend, in respect of all or part of their shareholding, on or before 12:00 on Friday, 15 April 2016 ("the Cash Dividend").



Prospects

The operating environment and outlook are currently extremely poor for industrial groups like Torre. Weak commodity prices and a volatile currency are the major challenges at present, although there are many other headwinds. In this environment we continue to invest in our businesses but with an intense focus on cost containment and on return on investment. We will also continue to look for opportunities to acquire businesses that complement our existing platforms or provide us with attractive diversification opportunities. In the context of the above the Group anticipates satisfactory results for the year. Any forward-looking statements in this announcement have not been reviewed nor audited by the Company's auditors.

02-Mar-2016
(Official Notice)
Shareholders are advised that Mr Oren Fuchs has resigned as an alternate director to Mrs Mary Bomela and Mr Nchaupe Khaole with effect from 1 March 2016.
29-Feb-2016
(Official Notice)
Shareholders are referred to the announcement released on the Stock Exchange News Service on 13 November 2015 in which they were advised that Torre Capital (Pty) Ltd. ("Torre Capital"), a subsidiary of Torre, had acquired preference shares in Masimong Chemicals (Pty) Ltd. ("Chemicals") for a consideration of R45 million ("Chemicals Preference Shares"). The acquisition of the Chemicals Preference Shares represents a 10% indirect holding by Torre in the ordinary shares of Rolfes Holdings Ltd., to which the Chemicals Preference Shares are linked.



Rolfes? business comprises the manufacture and distribution of organic and inorganic pigments, synthetic resins and other speciality chemicals and silica.



The Chemicals Disposal

Torre, acting through Torre Capital, has entered into an agreement in terms of which it will dispose of the Chemicals Preference Shares for a cash consideration of R 47 037 036 and a cost contribution of R 409 319, both of which will be entirely cash settled (the "Chemicals Disposal"). Torre Capital will dispose of the Chemicals Preference Shares to Sabvest Finance and Guarantee Corporation (Pty) Ltd. ("Sabvest"), a wholly-owned subsidiary of Sabvest Ltd., as to 50% of the preference shares, and to Masimong Group Holdings (Pty) Ltd. as to the remaining 50%. The proceeds from the Chemicals Disposal will be utilised by Torre to reduce interest bearing borrowings. The effective and closing date of the Chemicals Disposal is 29 February 2016.



Conditions Precedent

There are no outstanding conditions precedent to the Chemicals Disposal.



Profits attributable and value of net assets of Chemicals

The value of the net assets of, and the net loss attributable to, Chemicals per management accounts for the 12 months period ended 31 December 2015 are R160 366 471 and R58 311 respectively.
04-Jan-2016
(Official Notice)
Torre advised shareholders that it has concluded an agreement to acquire the remaining 20.43% of Torre Equipment Africa Ltd. (?TEA?). After the transaction TEA will become a wholly-owned subsidiary of Torre.



TEA, which operates under Torre?s Capital Equipment division, sells, rents and services earthmoving machinery and equipment across Southern, Central and West Africa.



The acquisition falls below the threshold of the categorization of transactions which require disclosure in terms of the JSE Listings Requirements, however given its strategic nature the company deemed it appropriate to inform shareholders. The acquisition will result in the issue of 12 646 960 new shares by the company.
08-Dec-2015
(Official Notice)
The company advised shareholders that all the resolutions contained in the notice of annual general meeting (?AGM?) were passed by the required majority of shareholders present or represented by proxy at the AGM of Torre held today at 09h30 at 11 Avalon Road, Modderfontein, Johannesburg. Altogether 401 218 289 shares, eligible to vote and representing 79.22% of Torre?s issued share capital, were represented at the meeting.
13-Nov-2015
(Official Notice)
Torre advised that Torre Capital (Pty) Ltd. has acquired certain financial instruments in Masimong Chemicals (Pty) Ltd. (?Chemicals?) for R45 million the returns on which are linked to the performance of 15 million shares in Rolfes Holdings Ltd. (?Rolfes?) being about 10% of the Rolfes shares in issue. Chemicals total holding in Rolfes is 32.4% of the shares in issue.



Chemicals is wholly owned by Masimong Group Holdings (Pty) Ltd., a black controlled investment group with interests across a range of sectors including mining, beneficiation, industrial, agriculture, media and financial services, amongst others, and which is owned by Messrs Michael Teke and Douglas Gain. Michael Teke is also a director of Rolfes.



Rolfes is an acquisitive JSE-listed manufacturer and distributor of a diverse range of market leading high quality chemical products through its Agricultural, Water, Industrial divisions as well as through its recently formed Food division. The investment falls below the threshold of the categorization of transactions which require disclosure in terms of the JSE Listings Requirements, however the Company deemed it appropriate to inform shareholders.
06-Nov-2015
(Official Notice)
Shareholders are advised that the Integrated Annual Report, containing the audited financial statements of the Group for the year ended 30 June 2015, has been posted to shareholders. The Integrated Annual Report is also available on the company?s website - www.torreindustries.com. The audited financial statements of the Group contain no modifications to the provisional reviewed condensed results for the year ended 30 June 2015 as released on SENS on 10 September 2015.



The Notice of Annual General Meeting (AGM) was posted to shareholders today and notice is hereby given that the AGM of the company will be held at 09h30 on Tuesday, 8 December 2015, at Torre?s corporate head office at 11 Avalon Road, Modderfontein, Johannesburg to transact business as stated in the notice of AGM. The record date for the purpose of determining which shareholders of the company are entitled to receive notice of the AGM is Friday, 30 October 2015 and the record date for purposes of determining which shareholders of the company are entitled to participate in and vote at the AGM is Friday, 27 November 2015.

02-Nov-2015
(Official Notice)
Torre advised shareholders that, through its subsidiary Torre Equipment Africa Ltd., it has concluded an agreement to acquire 100% of the issued shares of Equipment Sales and Services (Pty) Ltd. (?ESS?), with effect from 1 November 2015.



ESS, a Botswanan based company, supplies equipment, spare parts and ancillary services to customers throughout Botswana. ESS has historically focused on the distribution of Bell, Liebherr and Bomag equipment and has several key customer relationships and service and maintenance contracts in the region. ESS has recently been appointed as an agent for Liebherr Mining. Its operations are therefore highly complementary to the Group?s growing Bell and Liebherr equipment dealerships in Southern-, Central- and West Africa.



The acquisition of ESS will allow Torre to accelerate its progress in building a pan-African distribution and servicing network for industrial equipment and spares.



This acquisition falls below the threshold of the categorization of transactions which require disclosure in terms of the JSE Listings Requirements. Nevertheless, due to the strategic importance of this transaction, the directors of Torre deemed it appropriate to inform shareholders hereof.
21-Sep-2015
(Media Comment)
Business Day reported that CEO Charles Pettit commented at a presentation on Friday, 18 September 2015, that Torre would look at adding a fourth pillar to its existing offering. Torre generated R1.3 billion in revenue in the year to end-June from its plant and equipment, services and supplies and financial solutions divisions. Mr Pettit hinted that Torre could possibly grab a sizeable new opportunity. "We could look at adding a new silo. There is something we are looking at ? something with a similar customer base to our existing client base. But we can?t give more detail at this stage". Shareholders should not expect a deal to materialise before the end of this year, Mr Pettit said. "But the nature of our business is that to keep growing we have to acquire businesses as we are not operating in massive growth markets. Growth certainly won?t come from us simply maintaining market share."
10-Sep-2015
(C)
Revenue for the year increased to R1.332 billion (2014: R433.1 million). Gross profit rose to R462.9 million (2014: R159.4 million), operating profit climbed to R141.7 million (2014: R40.7 million), profit attributable to ordinary shareholders of the group more than tripled to R98.8 million (2014: R27.7 million), while headline earnings per share grew to 30.26 cents per share (2014: 12.09 cents per share).



Dividend

In accordance with the policy of having dividends covered 4 times by headline earnings per share, notice is hereby given that the Board declared a final cash dividend of 4 cents per share (3.4 cents net of dividend withholding tax if applicable) for the 6 month period ended 30 June 2015 ("Final Dividend").



Prospects

The annualisation of the Elephant Lifting Equipment and Set Point acquisitions are expected to underpin an increase in profitability in the new financial year, notwithstanding an expected continuation of challenging trading conditions. In addition our strong balance sheet and access to substantial committed credit facilities mean that we are well positioned to take advantage of investment opportunities at this low point in the cycle.
28-Aug-2015
(Official Notice)
Torre herby notifies shareholders of the following expected movement in earnings per shares (EPS) and headline earnings per share (HEPS) for the financial year ended 30 June 2015.

*EPS:27c - 28.2c

*HEPS:29c - 30.4c



The information detailed above has not been reviewed or reported on by the Company?s auditors. The results for the year ended 30 June 2015 are expected to be published on or about Thursday, 10 September 2015.





29-May-2015
(Official Notice)
Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders, amongst others, of the decision to provide financial assistance if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous such resolution during the same financial year, exceeds one-tenth of 1% of the company?s net worth at the time of the resolution.



Shareholders approved a special resolution at the Annual General Meeting of the Company held on 10 December 2014, authorising the board of directors, from time to time, to provide any direct or indirect financial assistance, as defined in section 45(1) of the Act to any subsidiary as contemplated in section 45(2) of the Act, for such amounts and on such terms and conditions as the board may determine.



Financial assistance to subsidiaries includes the authority to transfer funds against loan accounts between group companies, in terms of the centralised treasury function of the group and for the group to continue issuing guarantees in favour of financial institutions and certain major suppliers for credit and advances by those entities to the Company?s operating subsidiaries.



The board of directors has authorised the Company to advance the proceeds from the Private Placement, as approved by shareholders at a General Meeting held on 13 May 2015, to group companies in the form of direct or indirect financial assistance. The proceeds of the Private Placement amounted to R 348,556,648.



The Board has satisfied itself that:

*immediately before providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act;

*the terms under which the financial assistance was provided were fair and reasonable to the Company; and

*there has been due compliance with the requirements of the Company?s constitutional documents and with the Companies Act.
14-May-2015
(Official Notice)
In accordance and compliance with paragraph 3.59 of the JSE Listings Requirements, Torre wishes to advise shareholders of the following changes to the board and its committees which are effective 13 May 2015:

*Mrs Mary Sina Bomela CA(SA) MBA has been appointed as a non-executive director of Torre and as a member of the following committees: Nomination Committee, Remuneration Committee and Social, Ethics and Transformation Committee.

*Mr Nchaupe Khaole BCom (Hons) MBA has been appointed as a non-executive director of Torre and as a member of the following committees: Audit and Risk Committee, Remuneration Committee and Social, Ethics and Transformation Committee.

*Mr Oren Fuchs BA MSc has been appointed as an alternate director to Mrs Bomela and Mr Khaole.





14-May-2015
(Official Notice)
Shareholders are referred to the SENS announcements published on 16 February 2015 and 13 April 2015 (?Announcements?), as well as the circular posted to Torre shareholders on 13 April 2015 (?Circular?) regarding the proposed acquisition of 100% of Set Point and the issue of new Torre shares to MIC and Safika. Capitalised terms in this announcement bear the same meaning as in the Announcements and the Circular.



Torre is pleased to advise shareholders that all the resolutions in the notice of General Meeting contained in the Circular were passed by the required majority of shareholders present or represented by proxy at the General Meeting held on Wednesday, 13 May 2015 at 12h00 at 59 Merino Avenue, City Deep, Johannesburg.



Completion of the acquisition and the cash issue

Following the successful completion of the General Meeting, all conditions precedent to the Acquisition and the Cash Issue have been fulfilled and the Transactions have become unconditional in every respect.
05-May-2015
(Official Notice)
Shareholders are referred to the SENS announcements published on 16 February 2015 and 13 April 2015 (?Announcements?) regarding the proposed acquisition of 100% of the shares in Set Point by Torre.



Capitalised terms in this announcement bear the same meaning as in the Announcements.



Torre advised that at the Scheme meeting held today, 5 May 2015, all of the resolutions tabled were passed by the requisite majority of Set Point Shareholders. In addition no Set Point shareholder voted against the Scheme in terms of section 115(3) of the Companies Act.



Torre shareholders will be notified once the remaining suspensive conditions set out in the Scheme circular have been fulfilled and the Scheme has become unconditional.
29-Apr-2015
(Official Notice)
In accordance and compliance with paragraph 3.59 of the JSE Listings Requirements, Torre wishes to advise shareholders of the following changes which are effective 30 April 2015:



Mr Joseph Fizelle and Mr Craig Lyons have resigned as directors. The Board expresses its deep appreciation to both for the valuable contributions that they have made to the Group since 2007 and 2012 respectively.



Mrs Lindiwe Mthimunye-Bakoro MCom CA(SA) has been appointed as an independent non-executive director of Torre and as Chairman of its Audit and Risk Committee.



Lindiwe is the Group Chief Financial Officer of PetroSA and has extensive governance and business experience, having served on the boards of various listed and unlisted companies including Woolworths, Group5, Sea Harvest and Hyundai Automotive South Africa. The Directors welcome Lindiwe to the Board and look forward to the contribution that she will make to the Group.



Further appointments to the Torre board will be announced following the General Meeting on 13 May 2015 and the composition of the Board Committees will be reviewed.
13-Apr-2015
(Official Notice)
03-Mar-2015
(C)
Revenue for the interim period skyrocketed to R562.4 million (2013: R157.3 million). Gross profit soared to R194.6 million (2013: R59.7 million), operating profit jumped to R72.1 million (2013: R19.7 million), while profit attributable to ordinary shareholders of the group increased to R47.6 million (2013: R12.7 million). Furthermore, headline earnings per share more than doubled to 14.36cps (2013: 6.60cps).



Dividend

The Board has instituted a policy of having dividends covered 4 times by headline earnings going forward. Accordingly notice is hereby given that the Board declared a maiden cash dividend of 3.5cps for the interim period ended 31 December 2014.



Prospects

The external environment remains challenging in South Africa and in the other parts of the continent where the Group is operating. The Group does not foresee any significant improvement in the trading environment in the short-term. However the stabilization of the SA environment and further development in the Group's African business units should contribute to organic growth in earnings going forward. In addition Torre will continue to focus on cost controls, acquisitions and further optimisation of our capital structure to enhance margins and profitability.
16-Feb-2015
(Official Notice)
02-Feb-2015
(Official Notice)
In terms of paragraph 3.4(b) of the JSE Listings Requirements, listed companies are required to publish a trading statement as soon as the board of directors is satisfied that a reasonable degree of certainty exists that the financial results for the next reporting period will vary by more than 20% from those of the previous corresponding reporting period.



Torre accordingly notifies shareholders that the earnings per share and headline earnings per share for the six month period ended 31 December 2014 are expected to improve to between 13.50 and 14.90 cents (a 91% to 111% increase) and 13.20 and 14.50 cents (a 100% to 120% increase) respectively compared to the earnings per share of 7.06 cents and headline earnings per share of 6.60 cents for the previous six month reporting period ended 31 December 2013.



It should be noted that the earnings per share and headline earnings per share are calculated based on the weighted average number of shares in issue for the interim period, being 323,487,572. The trading results have also been positively impacted by foreign currency translation gains and a once off adjustment to a deferred purchase consideration liability.



The full interim results are expected to be released on or about 3 March 2015.



The information detailed above has not been reviewed or reported on by the Group?s auditors.
21-Jan-2015
(Official Notice)
Shareholders are advised that Deloitte - Touche have been appointed as the external auditors for Torre with immediate effect.



In addition to this appointment, Torre has appointed KPMG as the internal auditor for the Group.



Deloitte - Touche have replaced RSM Betty - Dickson (Johannesburg), the Group?s external auditor since listing in 2012. Torre would like to thank RSM Betty - Dickson (Johannesburg) for their services to the Group over this period.
10-Dec-2014
(Official Notice)
The company is pleased to advise shareholders that all the resolutions contained in the notice of annual general meeting (?AGM?) were passed by the required majority of shareholders present or represented by proxy at the AGM of Torre held on 10 December 2014 at 09h30 at 59 Merino Avenue, City Deep, Johannesburg. Altogether 258 532 085 shares, eligible to vote and representing 77.34% of Torre?s issued share capital, were represented at the meeting.
20-Nov-2014
(Official Notice)
12-Nov-2014
(Official Notice)
Shareholders are advised that the company has entered into negotiations regarding a potential acquisition, which if successfully concluded may have a material effect on the price of the company's securities. Accordingly, shareholders are advised to exercise caution when dealing in the company's securities until a full announcement is made.
11-Nov-2014
(Official Notice)
Shareholders are advised that the Integrated Annual Report, containing the audited financial statements of the Group for the year ended 30 June 2014, has been posted to shareholders today. The annual report is also available on the company's website - www.torreindustries.com



The audited financial statements of the Group contain no modifications to the preliminary reviewed results for the year ended 30 June 2014 as released on SENS on 17 September 2014.



Notice of Annual General Meeting

The Notice of Annual General Meeting ("AGM") was posted to shareholders today and notice is hereby given that the annual general meeting of the company will be held at 09h30 on Wednesday, 10 December 2014, at Torre's head offices at 59 Merino Avenue, City Deep, Johannesburg to transact business as stated in the notice of AGM. The record date for the purpose of determining which shareholders of the company are entitled to receive notice of the AGM is Friday, 31 October 2014 and the record date for purposes of determining which shareholders of the company are entitled to participate in and vote at the AGM is Friday, 28 November 2014.



Shareholders are advised that, due to the current ongoing labour disruption at the South African Post Office, they may experience postal delays and may not receive the notice of AGM in time to submit proxy forms to the company's share transfer secretaries. Accordingly Torre has posted both the notice of AGM and Integrated Annual Report for the year ended 30 June 2014 on the company's website - www.torreindustries.com.
05-Nov-2014
(Official Notice)
Further to the announcement published on SENS yesterday detailing the grants and awards of Share Appreciation Rights and Bonus Shares respectively, the company confirms that the grants and awards were approved by the Remuneration Committee of Torre and accordingly all necessary clearance to deal was obtained.
14-Oct-2014
(Official Notice)
The directors of Torre announce that the JSE has approved the transfer of the Company?s listing from the Alternative Exchange to the Industrial Goods - Services Industrial Suppliers sector of the Main Board of the JSE with effect from the commencement of business on Wednesday, 15 October 2014.

13-Oct-2014
(Official Notice)
Torre advised shareholders that, through its subsidiary Manhand SA (Pty) Ltd., it has concluded an agreement to acquire the business of DR Forklifts Services ("DR Forklifts") as a going concern. DR Forklifts is an established business focused on the servicing of a wide range of forklift products as well as the sale of forklift spare parts.



The transaction is consistent with Torre's strategy to grow aftermarket sales across all business units. This acquisition falls below the threshold of the categorisation of transactions which require disclosure in terms of the JSE Listings Requirements.
30-Sep-2014
(Official Notice)
The company is pleased to advise shareholders that all the resolutions contained in the notice of general meeting as provided to shareholders on 1 September 2014, in respect of the adoption of a Share Appreciation Rights Plan and Bonus Share Plan, were passed by a comprehensive majority of shareholders present or represented by proxy. Altogether 212 003 607 shares, eligible to vote and representing 66.93% of Torre?s issued share capital, were represented at the meeting.
17-Sep-2014
(C)
Revenue for the year sky-rocketed to R433.1 million (R83.1 million). Results from operating activities shot up to R40.7 million (R4.1 million). EBITDA grew to R56.9 million (R11.6 million). Profit attributable to ordinary shareholders increased to R27.7 million (R5.0 million). In addition, headline earnings per share almost tripled to R12.09cps (4.31cps).



Dividend policy

In line with its stated policy, the Group has not declared a dividend for the 2014 financial year.



Strategic Developments and Outlook

The building market continues to trade strongly in South Africa, while earthworks and civil construction remains weak. The amendment to the distribution agreement with Potain, which now allows us to sell Chinese manufactured Potain cranes, has enhanced price competitive- ness in all markets. In Africa, there are numerous opportunities in mining and construction.



Torre is actively seeking to expand the heavy lifting product and service offering into related product lines. This expansion will be achieved via a combination of new agencies and via acquisition. This extension will build on the expertise and excellent reputation of SA French, and it is envisaged that the business unit will be renamed "Torre Heavy Lifting" during the course of the 2015 financial year.
12-Sep-2014
(Official Notice)
The company's earnings per share and headline earnings per share for the period ended 30 June 2014 are expected to improve to between 12.55 and 13.71 cents and 11.66 and 12.52 cents respectively compared to the earnings per share of 5.80 cents and headline earnings per share of 4.31 cents for the previous reporting period ended 30 June 2013.
11-Sep-2014
(Official Notice)
01-Sep-2014
(Official Notice)
Torre shareholders are advised that a circular (the Circular) has been distributed today, Monday, 1 September 2014 relating to the adoption of a Share Appreciation Rights Plan and a Bonus Share Plan (together the Long Term Incentive Plan). The Long Term Incentive Plan is in line with local best practice and is intended to attract, retain, motivate and reward key employees of Torre and its subsidiaries. The Long Term Incentive Plan will provide key Torre employees with the opportunity to create value from the long term performance of the Group and so align their interests fully with those of Torre shareholders. In order for the Company to adopt the Long Term Incentive Plan Torre shareholders will be required to pass various ordinary and special resolutions at a general meeting.



Accordingly a general meeting of Torre Shareholders will be held at 09:00 on Tuesday, 30 September 2014 at the Company?s head office at 59 Merino Avenue, City Deep, Johannesburg, 2197 (the General Meeting) to consider and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions set out in the notice of General Meeting.



Salient dates and times

*Record date in order to be eligible to receive the notice of General MeetingFriday, 22 August 2014

*Circular and notice of General Meeting posted to Torre Shareholders Monday, 1 September 2014

*Last date to trade in order to be eligible to vote at the General Meeting Friday, 12 September 2014

*Record date in order to be eligible to vote at the General Meeting Friday, 19 September 2014

*Last date to lodge forms of proxy for the General Meeting by 09h00 Friday, 26 September 2014

*General Meeting at 59 Merino Avenue, City Deep, 2197, Johannesburg at 09h00 Tuesday, 30 September 2014

*Results of General Meeting released on Tuesday, 30 September 2014
11-Aug-2014
(Official Notice)
Torre advised shareholders that, through its subsidiary Kanu Equipment Ltd., it has concluded an agreement to acquire 100% of the issued shares of Minosucra SARL ("Minosucra"), with effect from 1 October 2014.



Minosucra, a Swiss based company with a 20 year history, supplies equipment, spare parts and ancillary services to customers in West and Central Africa. Minosucra has historically focused on the distribution of Bell equipment and has several key customer relationships and long standing service and maintenance contracts in the region. Its operations are therefore highly complementary to the Group?s growing Bell and Liebherr equipment dealerships in Central and West Africa.



The acquisition of Minoscura will allow Torre to accelerate its progress in building a pan-African distribution and servicing network for industrial equipment and spares.



This acquisition falls below the threshold of the categorisation of transactions which require disclosure in terms of the JSE Listings Requirements. Nevertheless, due to the strategic importance of this transaction, the directors of Torre deemed it appropriate to inform shareholders hereof. Following the completion of the transaction Minosucra will be renamed Kanu Equipment International SARL.
01-Aug-2014
(Official Notice)
Shareholders are advised that AfrAsia Corporate Finance (Pty) Ltd. has been appointed as designated advisor of the company with effect from 1 August 2014.
22-Jul-2014
(Official Notice)
15-Jul-2014
(Official Notice)
The Board of Directors of Torre announced the following changes to its sub-committees:



Social and Ethics Committee:

Mr Moss Ngoasheng takes over from Mr Craig Lyons as Chairman of the Social and Ethics Committee with immediate effect. Mr Craig Lyons will remain a member of the Social and Ethics Committee.



Remuneration and Nominations Committee:

The Board has decided to split the Remuneration and Nominations Committee into separate committees. Mr Chris Seabrooke has been appointed as the Chairman of the Remuneration Committee and Mr Peter van Zyl has been appointed as the Chairman of the Nominations Committee.
02-Jun-2014
(Permanent)
Torre Industrial Holdings Ltd. was renamed to Torre Industries Ltd. on 2 June 2014.

06-Jun-2014
(Official Notice)
Shareholders are referred to the SENS announcement published on 4 June 2014 in relation to the disposal of a beneficial interest in Torre shares by Investec Ltd. ("Investec"), ("S122 SENS"). On 3 June 2014, the Company received notification from Investec that it had decreased its shareholding in Torre to 2.5611%. In accordance with the requirements of the Companies Act, 71 of 2008, the Company published the S122 SENS.



Investec has subsequently advised the Company that the notification of the disposal of shares in Torre was in fact provided to the Company by Investec in error. Accordingly, shareholders are advised that Investec have in fact not disposed of any ordinary shares in Torre as originally detailed in the S122 SENS. The Company has notified the TRP of the above and that Investec's shareholding in the Company remains unchanged.
04-Jun-2014
(Official Notice)
Torre is pleased to announce that it has successfully concluded agreements with Absa Bank Ltd., acting through its Corporate and Investment Banking Division ("Absa"), in which Absa has provided the Group with ZAR357 000 000 of new bank facilities ("the Facilities").



The Facilities will be used to:

* refinance all existing indebtedness of the Group;

* part finance the recent acquisitions including the acquisition of 100% of Control Instruments Group Ltd; and

* provide committed acquisition facilities to fund future growth initiatives and working capital facilities for general corporate purposes.



The Facilities significantly enhance Torre's balance sheet, providing headroom, flexibility and funding capacity to execute its medium term growth strategy.



Completion

The various agreements and addenda to the Facilities have become unconditional and fully implemented and drawdown is expected on or about 5 June 2014.
21-May-2014
(Official Notice)
Further to the announcements published on SENS on 7 April 2014 and 9 May 2014 in respect of the name change from Torre Industrial Holdings Ltd. to Torre Industries Ltd. ("Name Change"), the company is pleased to advise that the resolutions for the Name Change have successfully been registered by the Companies and Intellectual Property Commission. Accordingly, the Name Change is unconditional.



Shareholders are advised of the following important dates:

*Publication of finalisation information -- Wednesday, 21 May 2014

*Last day to trade under the old name "Torre Industrial Holdings Ltd." on Friday, 30 May 2014

*Name Change effective on the JSE from commencement of business on Monday, 2 June 2014

*Torre shares trade under the new name "Torre Industries Ltd." under JSE share code "TOR", abbreviated name "Torre", and new ISIN code "ZAE000188629" from commencement of trading on Monday, 2 June 2014

*Record date for the Name Change on Friday, 6 June 2014

*New Torre share certificates, reflecting the Name Change, posted, by registered post in South Africa, to certificated shareholders who have surrendered their documents of title by 12:00 on the record date on Monday, 9 June 2014

*Torre dematerialised shareholders' accounts at their CSDP or broker updated with the new name on Monday, 9 June 2014
09-May-2014
(Official Notice)
Shareholders are referred to the SENS announcement published on 7 April 2014 wherein they were advised that the resolutions relating to the name change from Torre Industrial Holdings Ltd. to Torre Industries Ltd. ("Name Change") would be registered with CIPC by Friday, 9 May 2014, however this registration has not yet taken place.



The Company will keep shareholders informed of progress in this regard and a detailed Finalisation Announcement containing, inter alia, an updated timetable will be released on SENS as soon as the registration of the aforementioned resolutions has taken place.
23-Apr-2014
(Official Notice)
Shareholders are referred to the joint announcement released on SENS on 7 April 2014 which advised shareholders that the special resolution to approve the Scheme and the ordinary resolution in connection with the Scheme, as detailed in the circular to Control Instruments dated 6 March 2014 (the Circular) were passed at the CI General Meeting on the same day by the requisite majority of Shareholders. Words and expressions in this announcement shall have the same meanings as assigned to them in the Circular.



Shareholders are hereby advised that all the remaining Scheme Conditions have either been fulfilled or validly waived (as applicable) and the Scheme is now unconditional. The important dates and times in respect of the Scheme, as published in the Circular, are set out below.

*Finalisation announcement released on SENS Wednesday, 23 April 2014

*Finalisation announcement published in the South African press Thursday, 24 April 2014

*Application for the termination of the listing of all the Shares from the Main Board of the JSE expected to be lodged Thursday, 24 April 2014

*Last day to trade in Shares in order to be recorded on the Register on the Scheme Record Date (the Scheme Last Day to Trade) Friday, 9 May 2014

*Date of the suspension of listing of Shares on the JSEMonday, 12 May 2014

*Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration Friday, 16 May 2014

*Operative Date of the Scheme Monday, 19 May 2014

*Date of payment/posting of Scheme Consideration to Scheme Participants who hold Certificated Shares (if the Form of Surrender and Transfer and Documents of Title are received on or prior to 12:00 on the Scheme Record Date) Monday, 19 May 2014

*Date of updating the accounts of Scheme Participants who hold Dematerialised Shares held at their CSDP or brokerMonday, 19 May 2014

*Termination of listing of Shares at commencement of trade on the JSE Tuesday, 20 May 2014

14-Apr-2014
(Official Notice)
Torre advised shareholders of the following changes which are effective 11 April 2014:

*Messrs Alan Keschner and Quentin van Breda have resigned as directors.

*Mr Chris Seabrooke has been appointed an independent non-executive director of Torre and a member of its audit and risk and nominations and remuneration committees.

*Mr Moss Ngoasheng has been appointed an independent non-executive director of Torre and a member of its nominations and remuneration and social and ethics committees.

*Neil Esterhuysen Attorneys Inc have resigned as company secretary of Torre.

*Mr Sean Graham has been appointed Company Secretary of Torre. Sean was previously Company secretary of Control Instruments Group Ltd.
07-Apr-2014
(Official Notice)
Shareholders are referred to the joint announcement released on SENS on 6 March 2014 by Control and Torre, as well as the circular to Control shareholders dated 6 March 2014 regarding the firm intention by Torre to make an offer to acquire up to 100% of the total issued shares in Control Instruments not already owned by Torre, being 91 761 265 shares (the "Offer Shares"), by way of:

* a scheme of arrangement in terms of section 114(1)(c) of the Companies Act, No. 71 of 2008, as amended (the "Companies Act"), to be proposed by the board of directors of Control Instruments between Control and its shareholders (the "Shareholders") other than Torre (the "Control Instruments Shareholders") (the "Scheme"); or

* if the Scheme is not proposed or fails, an offer by and at the election of Torre to the Control Shareholders to acquire the Offer Shares ("the General Offer").



Shareholders are hereby advised that, at the general meeting of Control shareholders held today, 7 April 2014, the special resolution to approve the Scheme and the ordinary resolution in connection with the Scheme were passed by the requisite majority of Shareholders. Accordingly, the General Offer will not be made by Torre. Shareholders are further advised that no Control Shareholders voted against the special resolution to approve the Scheme, and, accordingly, the provisions of section 115(3) of the Companies Act are not applicable to the Scheme.



The implementation of the Scheme remains subject to the fulfilment or, if appropriate, waiver (in whole or in part) of the following suspensive conditions by no later than 30 April 2014 or such later date/s as may be agreed to between Torre and Control:

* the receipt of approval from the South African Competition Authorities;

* the receipt of unconditional approval from the Takeover Regulation Panel in terms of a compliance certificate to be issued in terms of the Companies Act in relation to the Scheme; and

* the counterparties to all material contracts (as agreed between Torre and Control) consenting to the change of control as a result of the implementation of Scheme.



Once all the conditions precedent to the Scheme have been fulfilled or waived (in whole or in part), as the case may be, a further announcement regarding the relevant dates for the implementation of the Scheme will be made.
07-Apr-2014
(Official Notice)
The company advised shareholders that all the resolutions contained in the notice of general meeting as provided to shareholders on 6 March 2014, in respect of the private placement of new Torre shares to raise R300 000 000 for the company, were approved by the requisite majority of Torre shareholders.



Name change

Shareholders are advised that the name change as referred to in the circular posted to Torre shareholders on 6 March 2014 and in the SENS announcement published on 3 February 2014 is still subject to registration with CIPC. The application for the name change will be lodged with CIPC on Wednesday, 9 April 2014 and is expected to be approved by Friday, 9 May 2014. These dates are subject to change, which changes, if any, will be communicated to shareholders.
31-Mar-2014
(Official Notice)
Given that the full terms including pro forma financial effects of the Manhand acquisition have been disclosed above, the cautionary announcement dated 28 January 2014 relating hereto is accordingly withdrawn.
31-Mar-2014
(Official Notice)
Further to the cautionary announcement published on 28 January 2014, Torre (via its wholly-owned subsidiary Forktech (Pty) Ltd. ("Forktech")) is pleased to advise that it has concluded an agreement to acquire 100% of the issued ordinary share capital of Manhand (Pty) Ltd. ("Manhand") for a maximum consideration of R25 920 000 (the "Manhand Acquisition").



Nature of the business of Manhand

Manhand is a family owned business which was founded by Heinz Gl?ckle Snr ("Heinz Snr") in 2003 to focus on supplying a range of materials handling and lifting solutions.



The Manhand acquisition

Terms of the Manhand Acquisition

A sale of shares agreement ("Sale Agreement") dated 31 March 2014 (the "Signature Date") has been entered into between Forktech, Torre, Manhand, Heinz Snr, Dieter and Heinz Jnr (collectively the "Sellers"), Varan CC and Proplec CC whereby Forktech agrees to purchase the entire issued share capital of Manhand from the Sellers in the following proportions, 80% from Heinz Snr, 10% from Dieter and 10% from Heinz Jnr (the "Sale Shares').



The purchase consideration ("Purchase Consideration") payable by Forktech to the Sellers for the Sale Shares is subject to a maximum of R25 920 000.



Conditions precedent

There are no conditions precedent outstanding to the Manhand Acquisition.



Categorisation

The Manhand Acquisition is a category 2 transaction in terms of the JSE Listings Requirements.



Alignment of MOI, further documentation and salient dates

Torre will ensure that the provisions of the MOI of Manhand, which will become a subsidiary of Torre from 1 April 2014, do neither frustrate nor relieve Torre in any way from compliance with its obligations in terms of the Listings Requirements.
12-Mar-2014
(C)
Torre released its maiden interim results as a listed company showing revenue of R157.3 million. Gross profit amounted to R59.7 million and EBITDA came in at R23.2 million. A net attributable profit of R12.7 million was made. In addition, headline earnings per share of 6.60cps was recorded.



Outlook

The economic conditions remain subdued and no change is expected in these conditions in the second half of the year. Organic revenue growth expectations in the group will therefore continue to remain modest with earnings growth driven by cost savings and acquisitions. Under these circumstances, management has increased its focus on controllable factors such as costs, productivity and the retention and growth of market share. The Board remains confident and excited about Torre?s future and its ability to achieve the key strategic and financial targets that have been established for the Group.



10-Mar-2014
(Official Notice)
Torre published a trading statement on 20 December 2013 ("initial trading statement") informing shareholders that the company's earnings per share for the interim period ended 31 December 2013 were expected to improve to between 6.55 and 6.57 cents per share compared to the earnings per share of 0.09 cents for the interim period ended 31 December 2012.



Since publication of the initial trading statement, the earnings per share for the interim period ended 31 December 2013 has been revised and is now expected to improve to 7.00 cents per share. The headline earnings per share remains within the range as announced in the initial trading statement.
06-Mar-2014
(Official Notice)
06-Mar-2014
(Official Notice)
28-Feb-2014
(Official Notice)
Given that the full terms including pro forma financial effects of the Kanu acquisition have been disclosed above and that the Beech acquisition will no longer be categorised, the cautionary announcements dated 13 January 2014 relating hereto are accordingly withdrawn.
28-Feb-2014
(Official Notice)
27-Feb-2014
(Official Notice)
Shareholders are referred to the announcement by Torre released on SENS on 31 January 2014 (the "Firm Intention Announcement") regarding the firm intention by Torre to make an offer to acquire up to 100% of the total issued ordinary shares in Control Instruments Group Ltd. ("Control Instruments") not already owned by Torre, being 91 761 265 shares (the "Offer Shares"), by way of:

*a scheme of arrangement in terms of section 114(1)(c) of the Companies Act, No. 71 of 2008, as amended (the "Companies Act"), to be proposed by the board of directors of Control Instruments between Control Instruments and its shareholders other than Torre (the "Control Instruments Shareholders") (the "Scheme"); or

*an offer by Torre if the Scheme is not proposed or fails, at the election of Torre, to the Control Instruments Shareholders to acquire the Offer Shares,

(the "Proposed Offer").



In a subsequent announcement by Control Instruments released on SENS on 3 February 2014, Control Instruments advised that it had entered into an agreement with Torre thereby giving effect to a firm intention by Torre to make the Proposed Offer.



All terms defined in the Announcement shall bear the same meaning in this announcement.



Extension of posting date of the Circular

In terms of Regulation 102 (2)(b) of the Companies Regulations, the TRP has granted an extension of the Circular posting date (which was previously expected to be 28 February 2014), which date will now be no later than Friday, 7 March 2014.



The salient dates in relation to the Scheme and the General Offer will be published on SENS prior to the posting of the Circular.
03-Feb-2014
(Official Notice)
Since full terms including pro forma financial effects of the Proposed Offer and Private Placement have been disclosed above, the cautionary announcements dated 12 December 2013 and 13 January 2014 as they specifically relate to the acquisition of an interest in Control Instruments and the Private Placement, are accordingly withdrawn.
03-Feb-2014
(Official Notice)
31-Jan-2014
(Official Notice)
28-Jan-2014
(Official Notice)
13-Jan-2014
(Official Notice)
20-Dec-2013
(Official Notice)
The Company's earnings per share and headline earnings per share for the interim period ending 31 December 2013 are expected to improve to between 6.55 and 6.57 and 6.15 and 7.02 respectively compared to the earnings per share of 0.09 and headline loss per share of 4.35 for the interim period ended 31 December 2012.



Shareholders are reminded that Torre's unaudited results for the interim period ended 31 December 2012 were consolidated based on six months of SA French Ltd. ("SA French"), four months of Torre head office and 1 month of Forktech (Pty) Ltd., whereas the unaudited results for the six months to 31 December 2013 are based on six months of results for Torre head office, Tractor and Grader Supplies (Pty), SA French and Forktech and 20 days of associate Control Instruments Group Ltd.
12-Dec-2013
(Official Notice)
In addition to the above Transaction and further to the cautionary announcement published on 2 December 2013, shareholders are advised that Torre is considering further acquisitions of Control Instruments shares in order to increase its interest to between 51% and 100%. Torre has obtained irrevocable support from certain major shareholders of Control Instruments that will enable it to acquire a majority interest in Control Instruments should it choose to proceed. Once the details of this potential further investment are determined, shareholders will be notified .



New cautionary announcement

Shareholders are further advised that Torre is in advanced negotiations to acquire an equipment and spare parts distribution business in West Africa. If these negotiations are successfully concluded, it may have a material effect on the price of Torre?s securities. Accordingly, shareholders are advised to exercise caution when dealing in Torre?s securities until a full announcement is made.
12-Dec-2013
(Official Notice)
10-Dec-2013
(Official Notice)
Shareholders are hereby advised that, at the annual general meeting of shareholders of Torre held today at the registered office of the Company, all the proposed ordinary and special resolutions, as contained in the notice of annual general meeting which was posted to shareholders together with the Company?s annual report, were passed by the requisite vote of shareholders present and voting, in person or by proxy.

02-Dec-2013
(Official Notice)
Shareholders are advised that Torre is in discussions which, if successfully concluded, may have a material effect on the price of the Company's securities. Accordingly, shareholders are advised to exercise caution when dealing in the Company's securities until a full announcement is made.
19-Nov-2013
(Official Notice)
Shareholders are advised that Torre's 2013 annual report for the financial year ended 30 June 2013 was dispatched to shareholders on Wednesday, 13 November 2013.



AGM notice

Notice was also given that the annual general meeting of shareholders of Torre will be held at 461 Flower Close, Greenhills Industrial Park, Tunney Extension 9, Germiston, on Tuesday, 10 December 2013 at 10h00 to transact the business set out in the notice of annual general meeting, included in the annual report.
25-Sep-2013
(C)
Torre released its maiden final results as a listed company showing revenue of R83.1 million. Gross profit amounted to R41.7 million and EBITDA came in at R11.7 million. A net attributable profit of R5 million was made. In addition, headline earnings per share of 4.31cps was recorded.



Outlook

There are signs of a recovery in the construction equipment market as orders are being received by SA French and all of its cranes are out on rental. However, the group faces challenges in the materials handling industry as in the short term key customers continue to delay their investment decisions due to the uncertain economic environment. The strong performance of the aftermarket parts sector is expected to continue in the new financial year.



Torre expects to complete a number of acquisitions in the current financial period with at least two of these being explored via existing subsidiaries. Torre's acquisition strategy is methodical and new opportunities are rigorously screened to ensure that management only progress deals that are consistent with the company's strategic plan and which will be value accretive for shareholders. The board is confident and excited about Torre's future and its ability to achieve the key strategic and financial targets that have been established for the group.
18-Sep-2013
(Official Notice)
Accordingly, the earnings per share for the year ended 30 June 2013 are expected to be between 5.73 and 5.85 cents and the headline earnings per share are expected to be between 3.99 and 4.21 cents, compared to a loss per share and a headline loss per share of 0.63 and 1.07 cents respectively for the year ended 30 June 2012.



Shareholders are reminded that Torre's results for the year ended 30 June 2013 are consolidated based on 12 months of SA French Ltd. ("SA French"), 11 months of Torre, 7 months of Forktech (Pty) Ltd. and 1 month of Tractor and Grader Supplies (Pty) Ltd., whereas the audited results for 30 June 2012 were based solely on the results of SA French.
22-Jul-2013
(Official Notice)
Shareholders were advised that Mr Sandile Swana has resigned as an independent non-executive director of Torre with effect from 19 July 2013. Mr Joseph Fizelle, an independent non-executive director, has been appointed to the role of lead independent director in place of Mr Swana.
08-Jul-2013
(Official Notice)
Shareholders are referred to the SENS announcement published on 5 April 2013 regarding, amongst other things, an Odd-lot Offer and a Specific Offer. The Odd-lot Offer was extended to shareholders holding less than 100 Torre shares and the Specific Offer was extended to shareholders holding 100 or more Torre shares but fewer than 2 001 Torre shares. Each of the said offers was made at a price of 132.78773 cents per share.



The company hereby advises shareholders that the Odd-lot Offer and Specific Offer were successfully concluded on 1 July 2013, resulting in the repurchase of 11 542 Torre shares. The repurchased shares will be held by the company as treasury shares. The repurchased shares comprise 833 shares repurchased via the Odd-lot Offer and 10 709 shares repurchased via the Specific Offer
13-Jun-2013
(Official Notice)
15-May-2013
(Official Notice)
19-Apr-2013
(Official Notice)
Shareholders were referred to the SENS announcement published on 5 April 2013 regarding inter alia a private placement to raise a maximum of R80 000 000 by issuing new Torre shares to pre-identified investors at R1.10 per share. Defined terms used in this announcement bear the meanings ascribed to them in the SENS announcement dated 5 April 2013.



The company announced that it has successfully raised the R80 000 000 by way of signed subscription agreements having been entered into with various parties.



The details of those who have agreed to subscribe for Torre shares in terms of the Private Placement are available in the SENS note.



Certain directors and associates of directors of Torre are participating in the Private Placement either directly or indirectly. Accordingly and in compliance with paragraphs 3.63 to 3.74 of the Listings Requirements of the JSE Ltd., the intended dealings information is disclosed in the SENS note. Shareholders were advised that these dealings are subject to Torre shareholder approval being obtained in relation to the resolutions for the specific issue of shares and the TGS Acquisition at the general meeting of Torre shareholders, expected to be held on or about 13 June 2013. The dealings are also subject to the successful listing of the shares on the JSE.



Further documentation and salient dates

A circular to shareholders incorporating the terms of the Transactions as detailed in the SENS announcement dated 5 April 2013, revised listing particulars and a notice of general meeting is expected to be posted to shareholders during May 2013. Salient dates will be published in due course.
05-Apr-2013
(C)
The following are Torre's maiden results and therefore are incomparable. Revenue for the interim period was R27.8 million whilst results from operating activities were R2.7 million. Comprehensive income attributable to ordinary shareholders of the group was R59 000. Furthermore, headline loss per share was 4.35cps



Dividend

No interim dividend has been declared for the period.
05-Apr-2013
(Official Notice)
Given that the full terms including pro forma financial effects of the Transactions have been disclosed in the SENS note, the cautionary announcement is accordingly withdrawn.
05-Apr-2013
(Official Notice)
25-Feb-2013
(Official Notice)
The board of directors of Torre announced the appointment of Mr Alan Keschner ("Mr Keschner") as an independent non-executive director with effect from 25 February 2013.



Cautionary announcements

Shareholders are advised that Torre is in advanced negotiations regarding the acquisition of 100% of the business of Tractor and Grader Supplies (Pty) Ltd. ("TGS"). The acquisition of TGS will constitute a Category 1 transaction under the JSE Listing Requirements. If the acquisition is successfully concluded, it may have a material effect on the price of the Company's securities. The proposed acquisition is consistent with Torre's strategy of building a diversified portfolio of quality industrial businesses via both acquisitive and organic growth.



A term sheet has been signed between the parties and Torre expects to finalise its due diligence exercise, sign full legal agreements and secure financing for the acquisition within the next four weeks. Accordingly, shareholders are advised to exercise caution when dealing in the Company's securities until a further announcement is made in this regard.
30-Jan-2013
(Official Notice)
In compliance with paragraph 3.59(a) of the Listings Requirements of the JSE Limited, shareholders are hereby advised that Neil Esterhuysen - Associates Inc. (NEA) have been appointed as company secretary to Torre and its subsidiaries with effect from 1 February 2013. NEA will be taking over the role of company secretary from Russell Turner.
06-Dec-2012
(Official Notice)
Further to the announcement made on 28 November 2012, which referred to the listing of the Torre issued share capital and the remaining salient dates in terms of the Scheme, details of which were contained in the circular posted to shareholders on 14 September 2012, the directors of Torre are pleased to advise that all the conditions precedent in relation to the scheme have been successfully fulfilled and accordingly the scheme has become unconditional in all respects and is therefore operative.



SA French shares have been terminated and the certificated and dematerialised Scheme Participants will be receiving the Scheme Consideration, being shares in the newly listed Torre, in due course. In addition, the company has made application to the JSE for the further listing of Torre shares in relation to the Forktech acquisition which was subject to the completion of the Scheme.
28-Nov-2012
(Official Notice)
02-Feb-2018
(X)
Torre Industries Ltd. is a JSE listed industrial group that is focussed on the value added distribution of critical parts and components; the provision of a range of analytical and testing services; and the sale and rental of branded capital equipment. Torre services diverse industries including mining, construction, manufacturing, automotive and agricultural, and operates in high growth emerging markets, predominantly in South Africa.


Send e-mail to for any enquiries or see Contact Details for phone numbers
Home   •   Terms & conditions   •   PAIA   •   Privacy Policy   •   Security Notice   •   Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.
© 2018 SHARENET (PTY) Ltd, Cape Town, South Africa
Best in 800x600 with IE6 or Mozilla Firefox