CONTROL INSTRUMENTS GROUP LIMITED - Joint finalisation announcement: fulfilment or waiver (as applicable) of scheme conditions

Joint finalisation announcement: fulfilment or waiver (as applicable) of scheme conditions

CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
Share Code: CNL
ISIN: ZAE000001665
(“Control Instruments”)

TORRE INDUSTRIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share Code: TOR
ISIN: ZAE000169322
(“Torre”)

JOINT FINALISATION ANNOUNCEMENT: FULFILMENT OR WAIVER (AS
APPLICABLE) OF SCHEME CONDITIONS

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.

Action                                                              2014
Finalisation announcement released on SENS                 Wednesday, 23
                                                                   April

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

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

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

Date of the suspension of listing of Shares on the         Monday, 12 May
JSE

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

Operative Date of the Scheme                          Monday, 19 May

Date of payment/posting of Scheme Consideration to    Monday, 19 May
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)

Date   of   updating   the   accounts   of   Scheme   Monday, 19 May
Participants who hold Dematerialised Shares held at
their CSDP or broker

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


Notes:
1. All times given above are local times in South Africa.
2. The Shareholders will, provided they hold or acquire Shares on or
   prior to the Scheme Last Day to Trade, participate in the Scheme
   (i.e. sell their Shares to Torre in accordance with the Scheme for
   the Scheme Consideration).
3. No dematerialisation or rematerialisation of Shares may take place
   from the commencement of business on the Business Day following
   the Scheme Last Day to Trade.


Johannesburg
23 April 2014

Sponsor to Control Instruments: Investec Bank Limited
Legal Adviser to Control Instruments: Bowman Gilfillan Incorporated

Corporate Advisor to Torre:   AfrAsia Corporate Finance Proprietary
Limited
Designated Adviser to Torre: PSG Capital Proprietary Limited
Legal Advisor to Torre: DLA Cliffe Dekker Hofmeyr Incorporated

Date: 23/04/2014 05:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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