TORRE INDUSTRIES LIMITED - Voluntary announcement in respect of the sale of Reng and specific repurchase in relation to the Kanu Transaction

Voluntary announcement in respect of the sale of Reng and specific repurchase in relation to the Kanu Transaction

TORRE INDUSTRIES 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”)

Voluntary announcement in respect of the sale of RENG and North West GoPro and terms of a
proposed specific repurchase in relation to the Kanu Transaction


1. Sale of Reng

   Torre has reached an agreement to sell its wholly-owned business unit RENG and North West
   GoPro (“Reng”) for R29m in cash. The sale of Reng falls below the categorisation thresholds of the
   JSE Listings Requirements.

2. Specific Repurchase

   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.

   The Transaction involves a series of indivisible transactions as set out in the Terms Announcement
   including a specific repurchase by Torre of Torre shares from Kanthu Nkama Capital (Pty) Ltd (“KN
   Capital”), which entity represents the CEO of Kanu (“Specific Repurchase”). Torre entered the
   agreement governing the Specific Repurchase on 20 March 2017.

   Prior to the implementation of the Transaction, KN Capital owns 11,070,000 Torre Shares
   constituting 2.11% of the issued ordinary share capital of Torre. KN Capital, an unrelated party to
   Torre, intends to sell and Torre intends to repurchase these shares as part of the Transaction for
   an effective consideration price of USD1,500,000.

   The repurchase of Torre shares by Torre is regarded a specific repurchase in terms of section 5 of
   the JSE Listings Requirements and accordingly requires approval from 75% of Torre shareholders
   eligible to vote on the resolution at a general meeting. KN Capital and its associates will be
   precluded from voting on the resolution to approve the Specific Repurchase. Given that the
   Specific Repurchase is less than 5% of Torre’s issued capital, section 48 of the Companies Act, Act
   71 of 2008, does not apply.

   In addition to obtaining Torre shareholder approval, the Specific Repurchase is subject to the
   Omnibus Agreement becoming unconditional.

   Torre will apply to the JSE to cancel and delist the 11,070,000 shares which will be restored to the
   status of authorised but unissued shares. Torre does not hold any treasury shares. The Specific
   Repurchase is expected to be effective once the Transaction becomes unconditional and no later
   than 25 July 2017.

   The financial effects to the Group are expected to be minimal and details thereof will be included
   in the Circular. The impact on the total issued share capital of Torre is that the ordinary shares will
   be reduced by 11,070,000. The new total issued share capital of Torre will be 514,197,105. The
   stated capital account will be reduced to R1,300,000,000.

   Details of the Specific Repurchase will be contained in the Circular being prepared by Torre.

3. Extension of time to post the Transaction Circular

   Torre shareholders are advised that the Company has applied to the JSE requesting a further
   extension to the posting date of the Circular relating to the Transaction until 15 May 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.



Johannesburg
27 March 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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