TORRE INDUSTRIES LIMITED - Dealings in securities by associates of directors and Section 122 notifications

Dealings in securities by associates of directors and Section 122 notifications

TORRE INDUSTRIES LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share code: TOR
ISIN: ZAE000188629
(“Torre” or “the Company”)

DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS AND SECTION
122 NOTIFICATIONS

Shareholders are advised that MIC Investment Holdings (Pty) Ltd
(“MIC”), Sabvest Finance and Guarantee Corporation (Pty) Ltd and
Sabvest Investments (Pty) Ltd (together the “Sabvest Entities”)
have restructured the form of their investment in Torre by
disposing of all their Torre shares to Newshelf 1400 (Pty) Ltd
(“SPV”) in exchange for new ordinary shares in SPV.

In compliance with paragraphs 3.63 to 3.74 of the Listings
Requirements of the JSE Limited (“Listings Requirements”), the
following dealings by associates of Torre directors are
disclosed:

COMPANY                           :   Torre Industries Limited
NAME OF DIRECTOR                  :   Christopher S Seabrooke
DESIGNATION OF DIRECTOR           :   Chairman
NAME OF ASSOCIATE                 :   Sabvest      Finance    and
                                      Guarantee Corporation (Pty)
                                      Ltd,    wholly    owned  by
                                      Sabvest Limited which is
                                      controlled by The Seabrooke
                                      Family Trust
CLASS OF SECURITIES               :   Ordinary shares
NATURE OF TRANSACTION             :   Off-market     disposal  of
                                      securities
NATURE AND EXTENT OF DIRECTOR’S   :   Dealing by an associate of
INTEREST IN THE TRANSACTION           a director
DATE OF TRADES                    :   27 June 2017
PRICE                             :   135 cents
NUMBER OF SHARES                  :   25 524 622
TRANSACTION VALUE                 :   R34 458 239.70
PERMISSION TO DEAL OBTAINED       :   Yes

COMPANY                           :   Torre Industries Limited
NAME OF DIRECTOR                  :   Christopher S Seabrooke
DESIGNATION OF DIRECTOR           :   Chairman
NAME OF ASSOCIATE                 :   Sabvest Investments (Pty)
                                      Ltd,   wholly    owned   by
                                      Sabvest Limited which is
                                      controlled by The Seabrooke
                                      Family Trust
CLASS OF SECURITIES               :   Ordinary shares
NATURE OF TRANSACTION             :   Off-market   disposal   of
                                      securities
NATURE AND EXTENT OF DIRECTOR’S   :   Dealing by an associate of
INTEREST IN THE TRANSACTION           a director
DATE OF TRADES                    :   27 June 2017
PRICE                             :   135 cents
NUMBER OF SHARES                  :   37 475 378
TRANSACTION VALUE                 :   R50 591 760
PERMISSION TO DEAL OBTAINED       :   Yes

COMPANY                           :   Torre Industries Limited
NAME OF DIRECTOR                  :   Christopher S Seabrooke
DESIGNATION OF DIRECTOR           :   Chairman
NAME OF ASSOCIATE                 :   Newshelf 1400 (Pty) Ltd
CLASS OF SECURITIES               :   Ordinary shares
NATURE OF TRANSACTION             :   Off-market acquisition of
                                      securities
NATURE AND EXTENT OF DIRECTOR’S   :   Dealing by an associate of
INTEREST IN THE TRANSACTION           a director
DATE OF TRADES                    :   27 June 2017
PRICE                             :   135 cents
NUMBER OF SHARES                  :   37 475 378
TRANSACTION VALUE                 :   R50 591 760
PERMISSION TO DEAL OBTAINED       :   Yes

COMPANY                           :   Torre Industries Limited
NAME OF DIRECTOR                  :   Christopher S Seabrooke
DESIGNATION OF DIRECTOR           :   Chairman
NAME OF ASSOCIATE                 :   Newshelf 1400 (Pty) Ltd
CLASS OF SECURITIES               :   Ordinary shares
NATURE OF TRANSACTION             :   Off-market acquisition of
                                      securities
NATURE AND EXTENT OF DIRECTOR’S   :   Dealing by an associate of
INTEREST IN THE TRANSACTION           a director
DATE OF TRADES                    :   27 June 2017
PRICE                             :   135 cents
NUMBER OF SHARES                  :   25 524 622
TRANSACTION VALUE                 :   R34 458 239.70
PERMISSION TO DEAL OBTAINED       :   Yes

COMPANY                           :   Torre Industries Limited
NAME OF DIRECTOR                  :   Charles Pettit
DESIGNATION OF DIRECTOR           :   Executive Deputy Chairman
NAME OF ASSOCIATE                 :   Director     and      0.25%
                                      shareholder   of   Newshelf
                                      1400 (Pty) Ltd
CLASS OF SECURITIES               :   Ordinary Shares
NATURE OF TRANSACTION             :   Off-market acquisition of
                                      securities
NATURE AND EXTENT OF DIRECTOR’S :     Dealing by an associate of
INTEREST IN THE TRANSACTION           a director
DATE OF TRADES                  :     27 June 2017
PRICE                           :     135 cents
NUMBER OF SHARES                  :   129 464 571 (representing
                                      all   the   Torre   shares
                                      acquired from MIC and the
                                      Sabvest Entities of which
                                      0.25% are indirectly held
                                      by Charles Pettit)
TRANSACTION VALUE                 :   R174 777 170.85
PERMISSION TO DEAL OBTAINED       :   Yes


Disclosure in terms of Section 122 of the Companies Act

In compliance with section 122(3)(b) of the Companies Act 71 of
2008 (“the Companies Act”), regulation 121(2)(b) of the
Companies Act Regulations 2011 and paragraph 3.83(b) of the
Listings Requirements, shareholders are advised that Torre has
received notifications from MIC, the Sabvest Entities and SPV
of the disposals and acquisitions of shares in Torre such that
SPV now holds 25.18% of the Torre’s issued shares and MIC and
the Sabvest Entities no longer directly hold any shares in Torre.


Johannesburg
28 June 2017

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

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