Sharenet Sites 
Sharenet Sites
Notice in terms of Section 45(5) of the Companies Act, 2008
TORRE INDUSTRIES LIMITED
(Previously Torre Industrial Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share code: TOR
ISIN: ZAE000188629
(“Torre” or “the Company” or “the Group”)
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 2008
(“COMPANIES ACT”)
Shareholders are referred to the SENS announcement published
on 4 June 2014 regarding the completion of Torre’s group
refinancing exercise.
Torre has entered into a term facilities agreement (“Facilities
Agreement”) with, amongst others, certain of its subsidiaries
including, Torre South Africa Holdings Proprietary Limited
(“Torre South Africa”), and Absa Bank Limited (“Absa”) in terms
of which, amongst other things:
- Absa has provided Torre South Africa with R357 000 000 in
new banking facilities; and
- the Company, amongst other things, irrevocably and uncon-
ditionally guaranteed the obligations of certain of its
related or inter-related companies, including Torre South
Africa.
Pursuant to a resolution of the Torre shareholders (“Shareholders”)
passed at the annual general meeting held on 10 December 2013 autho-
rising the provision of financial assistance to related or inter-related
companies in terms of section 45 of the Companies Act, the board of
directors (“Board”) passed a resolution (“Board Resolution”) authorising
the Company to provide financial assistance to related or inter-related
companies, in terms of section 45 of the Companies Act on the terms and
conditions set out in the Facilities Agreement (“Financial Assistance”).
The Board has satisfied itself that:
- immediately after 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.
Section 45(5) of the Companies Act requires a company to provide written
notice to its shareholders, amongst others, of the adoption of a board
resolution 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.
Accordingly, notice is hereby given in terms of section 45(5)(a) of the
Companies Act to the shareholders of the Company that the Board passed a
resolution to provide the Financial Assistance, pursuant to the Board being
granted such authority by the written resolution of the Shareholders.
Shareholders are further notified that the Board Resolution supersedes the
resolution of the Board passed on 12 March 2014, notice of which was included
in the Company's unaudited interim condensed results for the six months to
31 December 2013, which was made available to Shareholders.
Johannesburg
22 July 2014
Corporate Finance Adviser to Torre
AfrAsia Corporate Finance (Pty) Ltd
Legal Adviser to Torre
Norton Rose Fulbright
Designated Adviser
PSG Capital (Pty) Ltd
Date: 22/07/2014 12:40:00 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.
