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Changes to the board, dealings in securities by associates and section 122 acquisition of shares
TORRE INDUSTRIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share code: TOR
ISIN: ZAE000169322
(“Torre” or “the Company”)
CHANGES TO THE BOARD, COMMITTEES AND COMPANY SECRETARY, SHARE
DEALINGS OF ASSOCIATES OF SUBSIDIARY DIRECTORS AND SECTION 122
ANNOUNCEMENT
1. CHANGES TO THE BOARD, COMMITTEES AND COMPANY SECRETARY
In accordance and compliance with paragraph 3.59 of the JSE
Listings Requirements, Torre wishes to advise shareholders of
the following changes which are effective 11 April 2014:
1.1 Messrs Alan Keschner and Quentin van Breda have resigned
as directors. The Board expresses its appreciation to them
for their services to the group.
1.2 Mr Chris Seabrooke B.Com, B Acc, MBA, FCMA has been
appointed an independent non-executive director of Torre
and a member of its audit and risk and nominations and
remuneration committees.
Chris is CEO of Sabvest Limited, Chairman of Transaction
Capital Limited and Metrofile Holdings Limited, Deputy
Chairman of Massmart Holdings Limited and a director of
Brait SE, Datatec Limited, and Net1 UEPS Technologies Inc.
He is a director of a number of unlisted companies
including Mineworkers Investment Company (Pty Ltd and is
also Deputy Chairman of Primedia Holdings (Pty) Ltd.
1.3 Mr Moss Ngoasheng has been appointed an independent non-
executive director of Torre and a member of its
nominations and remuneration and social and ethics
committees.
Moss is CEO of Safika Holdings (Pty) Ltd. He served as
economic advisor to the Presidency of South Africa from
1995 to 2000 under Presidents Nelson Mandela and Thabo
Mbeki, served on the Economic Policy Unit of the African
National Congress for a number of years and was a
consultant on aspects of economic policy in South Africa
to The World Bank and National Housing Forum (South
Africa).
1.4 Neil Esterhuysen Attorneys Inc have resigned as Company
secretary of Torre. The Board thanks them for their
services to the Group.
1.5 Mr Sean Graham has been appointed Company Secretary of
Torre. Sean was previously Company secretary of Control
Instruments Group Ltd.
2. SHARE DEALINGS OF ASSOCIATES OF DIRECTORS OF SUBSIDIARIES
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings
Requirements, the following dealings by associates of
directors of a subsidiary of Torre are disclosed below:
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Mark Scott
NAME OF ASSOCIATE Creeky Glen Trust
STATUS OF DIRECTOR : Managing Director of major
subsidiary of Torre, TGS
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Shares were transferred to
settle advisory fees
related to the sale of TGS
to Torre, off-market
NATURE AND EXTENT OF : Indirect Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF TRADE : 11 April 2014
DEEMED PRICE PER SHARE : R2.89
TOTAL NUMBER OF SECURITIES : 364 463
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R1 053 298
CONFIRMATION THAT CLEARANCE : Not required
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
COMPANY : Torre Industrial Holdings
Limited
NAME OF DIRECTOR : Barry Cunningham
NAME OF ASSOCIATE Inhimwe Trust
STATUS OF DIRECTOR : Managing Director of major
subsidiary of Torre, TGS
TYPE AND CLASS OF SECURITIES : Ordinary Shares
NATURE OF TRANSACTION : Shares were transferred to
settle advisory fees
related to the sale of TGS
to Torre, off-market
NATURE AND EXTENT OF : Indirect Beneficial
DIRECTOR’S INTEREST IN THE
TRANSACTION
DATE OF TRADE : 11 April 2014
DEEMED PRICE PER SHARE : R2.89
TOTAL NUMBER OF SECURITIES : 364 463
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R1 053 298
CONFIRMATION THAT CLEARANCE : Not required
HAS BEEN GIVEN IN TERMS OF
PARAGRAPH 3.66
3. SECTION 122 DISCLOSURE OF ACQUISITION OF SECURITIES
In accordance with section 122 (3)(b) of the Companies Act No.
71 of 2008, as amended, and paragraph 3.83(b) of the Listings
Requirements of the JSE, shareholders are hereby advised that
the Company has received formal notification from Sabvest
Finance and Guarantee Corporation Ltd that it has acquired a
beneficial interest in the ordinary shares of the Company,
such that its shareholding in the Company increased to 7.47%.
The Company will notify the TRP of the above in accordance
with its obligations under section 122 of the Companies Act.
Johannesburg
14 April 2014
Corporate Adviser to Torre
AfrAsia Corporate Finance (Pty) Ltd
Designated Adviser
PSG Capital (Pty) Ltd
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