S A FRENCH LIMITED - Finalisation announcement and Salient Dates in respect of the Mirror Listing

Finalisation announcement and Salient Dates in respect of the Mirror Listing

SA FRENCH LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1982/009174/06)
Share code: SFH
ISIN: ZAE000108890
(“SA French”)


FINALISATION ANNOUNCEMENT AND SALIENT DATES IN RESPECT OF THE MIRROR
LISTING


Shareholders are referred to the circular and prospectus dated 14
September 2012 (“the Circular”) posted to shareholders in respect of
inter alia:-

1. the restructuring of SA French through a mirror listing to be
   implemented by way of a scheme of arrangement (the “Scheme”),
   following which SA French will become a wholly owned subsidiary
   of Torre (the “Mirror Listing”);
2. the specific issue of 30 000 000 Torre shares for cash at a
   subscription price of R1.00 (one Rand) per share, amounting to a
   total consideration of R30 million (the “Cash Issue”);
3. the specific issue of 40 000 Torre shares at a subscription price
   of R1.00 (one Rand) per share, amounting to an aggregate total
   consideration of R40 000 in lieu of SA French directors’ fees
   (the “Specific Issue of Shares to Directors”);
4. the specific issue of 462 251 Torre shares for cash at a
   subscription price of R1.00 (one Rand) per share, amounting to a
   total consideration of R462 251 in terms of a shareholder loan
   claim against Torre (the “Shareholder Loan Conversion”);
5. the acquisition by Torre of 100% of the ordinary shares and
   claims in Forktech Proprietary Limited for a total purchase
   consideration of R15 million (the “Acquisition”);
6. the specific issue of 7 500 000 Torre shares to SR Midlane at a
   subscription price of R1.00 (one Rand) per share, which
   subscription price will be lent and advanced by Torre to
   SR Midlane (the “Midlane Subscription”); and
7. the adoption of the Torre Industrial Holdings Limited Share Plan.

(collectively hereinafter referred to as the “Corporate Actions”).

Capitalised terms contained in this announcement are as defined in
the Circular.

Apart from the Acquisition, which is subject to the completion of
the Scheme, all the conditions precedents for the Corporate Actions
have been fulfilled and these are now capable of implementation.
Accordingly, the salient dates and times in respect             of   the
implementation of the Corporate Actions are as follows:

                                                             2012
Finalisation announcement released on SENS on        Friday, 16 November
Last day to trade to participate in Scheme
Consideration on                                     Friday, 23 November
Suspension of listing of SA French shares at
commencement of trading on                           Monday, 26 November
Expected listing of Torre shares (including
Scheme Consideration) on the JSE under the
abbreviated name of “Torre”, JSE Code “TOR”
and ISIN ZAE000169322 at the commencement of         Monday, 26 November
trade onConsideration Record Date, being the
Scheme
date on which Scheme Participants must be
recorded in the register to receive the Scheme
Consideration, by close of trading on                Friday, 30 November
Operative Date of the Scheme is expected to be       
on                                                   Monday, 3 December
Scheme consideration expected to be paid/posted 
to certificated Scheme Participants   
(if Documents of Title are received on or prior 
to 12:00 on the Scheme Consideration Record Date) 
on or about                                          Monday, 3 December
Dematerialised Scheme Participants expected to
have their accounts (held at their CSDP or
broker) updated or the Scheme Consideration
Shares posted to them on or about                    Monday, 3 December
Expected termination of listing of SA French
shares at the commencement of trading on or
about                                                Monday, 3 December
Expected   date    by    which   all    conditions
precedent for the Acquisition will be met on
or about                                             Monday, 3 December

Notes:
1. Any changes to the above dates and times will be subject to
   approval by the JSE and/or the TRP, to the extent required, and
   will be published on SENS.
2. No dematerialisation or re-materialisation of shares may take
   place from the business day following the Scheme LDT, being
   Friday, 23 November 2012.
3. All times referred to in this announcement are references to
   South African time.

As mentioned above, the Acquisition remains subject to the
completion of the Scheme. Shareholders will be notified as soon as
this has been completed and the Acquisition is able to be
implemented.


Johannesburg
16 November 2012

Corporate advisor: AfrAsia Corporate Finance Proprietary Limited
Designated advisor: PSG Capital Proprietary Limited

Date: 16/11/2012 10:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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