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Update on private placement and directors dealings in relation to the private placement
TORRE INDUSTRIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share code: TOR
ISIN: ZAE000169322
(“Torre” or “the Company”)
UPDATE ON THE PRIVATE PLACEMENT, INTENDED DIRECTOR AND
ASSOCIATES DEALINGS IN RELATION TO THE PRIVATE PLACEMENT AND
UNCONDITIONAL ASSOCIATES DEALINGS ANNOUNCEMENT
Shareholders are 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 is pleased to announce 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 as follows:
Name of Existing Nr of Rand value % of Private
Investor share- Shares of shares Placement
holder or subscribing subscribing
New for for
Investor
Momentum Existing 11 380 132 R12 518 145 15.65%
Collective
Investments
Heritage Existing 9 800 000 R10 780 000 13.48%
Capital Assets
Ltd
Investec Asset New 8 500 000 R9 350 000 11.69%
Management
Sanlam New 4 545 455 R5 000 000 6.25%
Investment
Management
Isando Holdings New 4 545 455 R5 000 000 6.25%
Proprietary
Limited
(“Isando
Holdings”)(1)
Stanlib Asset Existing 4 454 975 R4 900 473 6.13%
Management
AfrAsia Existing 3 895 958 R4 245 954 5.31%
Corporate
Finance (Pty)
Ltd (1)
The Taniko Existing 3 000 000 R3 300 000 4.13%
Trust
Eden and Existing 3 000 000 R3 300 000 4.13%
Cameron and
Tana Lyons
(“The Lyons
Family”) (1)
The Creeky Glen New 2 727 273 R3 000 000 3.75%
Trust
The Inhimwe New 2 727 273 R3 000 000 3.75%
Trust
TIH Capital Existing 2 672 116 R2 939 328 3.67%
Partners Ltd
(1)
CoroCapital New 2 272 727 R2 500 000 3.12%
(Pty) Ltd
Investec New 2 000 000 R2 200 000 2.75%
Flexible
Opportunities
Fund
Anchor Capital New 1 818 181 R1 999 999 2.50%
(Pty) Ltd
Shelley Point Existing 1 000 000 R1 100 000 1.38%
Investment
Holdings Ltd
Clucas Grey New 909 090 R1 000 000 1.25%
Future Titans
Fund
BMSC New 681 818 R750 000 0.94%
Engineering
(Pty) Ltd
A Keschner (1) New 500 000 R550 000 0.69%
DR Shefer Existing 500 000 R550 000 0.69%
ML Jaches Existing 500 000 R550 000 0.69%
L Jones New 455 000 R500 500 0.63%
Nedgroup New 286 910 R315 601 0.39%
Private Wealth
Stockbrokers
The Speedwell Existing 250 000 R275 000 0.34%
Trust (1)
Sanlam Private New 250 000 R275 000 0.34%
Investments
(Pty) Ltd
Maxshell New 90 910 R100 000 0.13%
Investments 127
(Pty) Ltd
TOTAL 72 727 272 R80 000 000 100%
(1) These shareholders are related parties to Torre in terms of
the Listings Requirements by virtue of the following:
AfrAsia is Torre’s corporate adviser;
TIH Capital Partners Limited is a material shareholder,
holding more than 10% of the issued share capital of Torre;
The Speedwell Trust is an associate of PJ van Zyl, the non-
executive chairman of Torre;
A Keschner is a non-executive director of Torre;
Isando Holdings is a company owned 75% by W van Breda, the
Managing Director of SA French; and
The Lyons Family is an associate of CWJ Lyons, a non-
executive director of Torre.
No fairness opinion is required for the specific issue of
shares to these related parties as the subscription price is
at a premium to the 30-day VWAP (as determined on the day the
Subscription Agreements were entered into).
The Private Placement is subject to JSE and Torre shareholder
approval.
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 Limited, the
intended dealings information is disclosed below. Shareholders
are 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.
DIRECTORS DEALINGS IN RELATION TO THE PRIVATE PLACEMENT
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Alan Keschner
STATUS OF DIRECTOR : Independent Non-Executive
Director
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Subscription Agreement in
terms of a specific issue
of shares for cash (off-
market)
NATURE AND EXTENT OF : Direct Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF SIGNING OF : 16 April 2013
SUBSCRIPTION AGREEMENT
ESTIMATED DATE OF TRANSACTION : 17 June 2013
BECOMING UNCONDITIONAL*
PRICE PER SHARE : R1.10
TOTAL NUMBER OF SECURITIES : 500 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R550 000
CONFIRMATION THAT CLEARANCE : Yes
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
ASSOCIATE DEALINGS IN RELATION TO THE PRIVATE PLACEMENT
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Peter Van Zyl
NAME OF ASSOCIATE : The Speedwell Trust
DIRECTOR'S RELATIONSHIP WITH : Beneficiary of associate
ASSOCIATE
STATUS OF DIRECTOR : Non-Executive Chairman
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Subscription Agreement in
terms of a specific issue
of shares for cash (off-
market)
NATURE AND EXTENT OF : Indirect, Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF SIGNING SUBSCRIPTION : 16 April 2013
AGREEMENT
ESTIMATED DATE OF TRANSACTION : 17 June 2013
BECOMING UNCONDITIONAL*
PRICE PER SHARE : R1.10
TOTAL NUMBER OF SECURITIES : 250 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R275 000
CONFIRMATION THAT CLEARANCE : Not required
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Craig Lyons
NAME OF ASSOCIATE : E Lyons, C Lyons, T Lyons
DIRECTOR'S RELATIONSHIP WITH : Immediate Family of
ASSOCIATE Associate
STATUS OF DIRECTOR : Independent Non-Executive
Director
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Subscription Agreement in
terms of a specific issue
of shares for cash (off-
market)
NATURE AND EXTENT OF : Indirect, Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF SIGNING OF : 17 April 2013
SUBSCRIPTION AGREEMENT
ESTIMATED DATE OF TRANSACTION : 17 June 2013
BECOMING UNCONDITIONAL*
PRICE PER SHARE : R1.10
TOTAL NUMBER OF SECURITIES : 3 000 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R3 300 000
CONFIRMATION THAT CLEARANCE : Not required
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Warwick van Breda
NAME OF ASSOCIATE : Isando Holdings
Proprietary Limited
DIRECTOR'S RELATIONSHIP WITH : Controlling shareholder in
ASSOCIATE and sole director of
associate
STATUS OF DIRECTOR : Director of SA French
Limited
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Subscription Agreement in
terms of a specific issue
of shares for cash (off-
market)
NATURE AND EXTENT OF : Indirect, Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF SIGNING OF : 18 April 2013
SUBSCRIPTION AGREEMENT
ESTIMATED DATE OF TRANSACTION : 17 June 2013
BECOMING UNCONDITIONAL*
PRICE PER SHARE : R1.10
TOTAL NUMBER OF SECURITIES : 4 545 455
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R5 000 000
CONFIRMATION THAT CLEARANCE : Not required
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
ASSOCIATE DEALINGS
In addition, the following unconditional associate dealings
are disclosed below.
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Warwick van Breda
NAME OF ASSOCIATE : Isando Holdings
Proprietary Limited
DIRECTOR'S RELATIONSHIP WITH : Sole director and
ASSOCIATE controlling shareholder of
Isando Holdings
Proprietary Limited
STATUS OF DIRECTOR : Director of SA French
Limited
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Purchase of shares by
Isando Holdings
Proprietary Limited from
The SA French Group Trust
(off-market)
NATURE AND EXTENT OF : Indirect, Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF TRANSACTION : 18 April 2013
PRICE PER SHARE : R1.00
TOTAL NUMBER OF SECURITIES : 10 335 750
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R10 335 750
CONFIRMATION THAT CLEARANCE : Not required
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Quentin van Breda
NAME OF ASSOCIATE : SA French Group Trust
DIRECTOR'S RELATIONSHIP WITH : Trustee and beneficiary of
ASSOCIATE SA French Group Trust
STATUS OF DIRECTOR : Executive Director
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Sale of shares by The SA
French Group Trust to
Isando Holdings
Proprietary Limited (off-
market)
NATURE AND EXTENT OF : Indirect, Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF TRANSACTION : 18 April 2013
PRICE PER SHARE : R 1.00
TOTAL NUMBER OF SECURITIES : 10 335 750
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R10 335 750
CONFIRMATION THAT CLEARANCE : Not required
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
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.
Johannesburg
19 April 2013
Corporate Adviser to Torre
AfrAsia Corporate Finance (Pty) Limited
Designated Adviser
PSG Capital (Pty) Limited
Date: 19/04/2013 11:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
