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Listing of Torre and Directors Dealings announcement
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”)
LISTING OF TORRE AND DIRECTORS DEALINGS ANNOUNCEMENT
The Directors of Torre are pleased to advise that the issued
share capital of Torre (including the Scheme Consideration)
was successfully listed on the Alternative Exchange of the JSE
Limited on the 26 November 2012 under the abbreviated name of
“Torre”, JSE Code “TOR” and ISIN ZAE000169322 which listing
replaced the current listing of SA French Ltd (“SA French”).
Torre is a newly incorporated public company which has two
wholly-owned subsidiaries namely SA French, a sales and rental
business focussed on lifting solutions. SA French has the
exclusive distribution rights for Potain tower cranes in sub-
equatorial Africa, as well as distribution rights for Saltec
hoists and Merlo telehandlers. Torre also owns 100% of
Forktech (Pty) Ltd (“Forktech”), a Cape Town based company
engaged in forklift rentals, sales and repairs. Forktech
operates principally in the coastal regions of South Africa
and has a diversified client base in the farming,
infrastructure, construction and logistics sectors.
Torre’s strategy is to add scale and diversity to its
portfolio in the near term and it is currently assessing
opportunities that will allow it to expand its portfolio in
the capital equipment, engineering consumables and industrial
financing sectors.
Torre’s total authorised ordinary share capital comprises
1 000 000 000 ordinary no par value shares and the issued
share capital consists of 61 179 138 ordinary no par value
shares (prior to the Scheme Consideration Shares) and 104 681
389 ordinary no par value shares (post the issuing of the
Scheme Consideration Shares expected to be done on 3 December
2012).
For reference, the Company issued a circular to shareholders,
including a prospectus and an abridged account of the listing
particulars and prospectus on SENS on 14 September 2012.
The remaining salient dates and times in respect of the
implementation of the Scheme are as follows:
2012
Scheme Consideration Record Date, being the
date on which Scheme Participants had to 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. All times referred to in this announcement are references
to South African time.
DIRECTORS DEALINGS
In terms of the above-mentioned circular and SENS announcement
posted and published on 14 September 2012, and in compliance
with paragraphs 3.63 to 3.74 of the JSE Listings Requirements,
the following directors’ dealings are disclosed in relation to
the Cash Issue, Specific Issue of Shares to Directors,
Shareholder Loan Conversion and the Midlane Subscription.
Shareholders are reminded that the transactions were approved
by shareholders in general meeting on 17 October 2012.
Directors’ dealings in terms of the Cash Issue:
COMPANY : Torre
NAME OF DIRECTOR : SR Midlane
STATUS OF DIRECTOR : Executive
TYPE AND CLASS OF SECURITIES : Ordinary shares in Torre
DATE OF TRANSACTION : 26 November 2012
PRICE PER SHARE : R1.00
TOTAL NUMBER OF SECURITIES : 5 000 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R5 000 000.00
NATURE OF TRANSACTION : Cash Issue
NATURE AND EXTENT OF DIRECTOR’S : Indirect, Beneficial
INTEREST IN THE TRANSACTION
CONFIRMATION THAT CLEARANCE HAS : Per corporate action in
BEEN GIVEN IN TERMS OF PARAGRAPH circular
3.66
COMPANY : Torre
NAME OF DIRECTOR : CW Lyons
STATUS OF DIRECTOR : Non-Executive
TYPE AND CLASS OF SECURITIES : Ordinary shares in Torre
DATE OF TRANSACTION : 26 November 2012
PRICE PER SHARE : R1.00
TOTAL NUMBER OF SECURITIES : 2 000 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R2 000 000.00
NATURE OF TRANSACTION : Cash Issue
NATURE AND EXTENT OF DIRECTOR’S : Direct, Beneficial
INTEREST IN THE TRANSACTION
CONFIRMATION THAT CLEARANCE HAS : Per corporate action in
BEEN GIVEN IN TERMS OF PARAGRAPH circular
3.66
COMPANY : Torre
NAME OF DIRECTOR : J Fizelle
STATUS OF DIRECTOR : Non-Executive
TYPE AND CLASS OF SECURITIES : Ordinary shares in Torre
DATE OF TRANSACTION : 26 November 2012
PRICE PER SHARE : R1.00
TOTAL NUMBER OF SECURITIES : 228 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R228 000.00
NATURE OF TRANSACTION : Cash Issue
NATURE AND EXTENT OF DIRECTOR’S : Indirect, Beneficial
INTEREST IN THE TRANSACTION through Mowana
Investments (Pty) Ltd
CONFIRMATION THAT CLEARANCE HAS : Per corporate action in
BEEN GIVEN IN TERMS OF PARAGRAPH circular
3.66
Directors’ dealings in terms of the Specific Issue of Shares
to Directors:
COMPANY : Torre
NAME OF DIRECTOR : S Swana
STATUS OF DIRECTOR : Non-Executive
TYPE AND CLASS OF SECURITIES : Ordinary shares in Torre
DATE OF TRANSACTION : 26 November 2012
PRICE PER SHARE : R1.00
TOTAL NUMBER OF SECURITIES : 20 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R20 000.00
NATURE OF TRANSACTION : Specific Issue of Shares
NATURE AND EXTENT OF DIRECTOR’S : Direct, Beneficial
INTEREST IN THE TRANSACTION
CONFIRMATION THAT CLEARANCE HAS : Per corporate action in
BEEN GIVEN IN TERMS OF PARAGRAPH circular
3.66
Directors’ dealings in terms of the Shareholder Loan
Conversion:
COMPANY : Torre
NAME OF DIRECTOR : J Fizelle
STATUS OF DIRECTOR : Non-Executive
TYPE AND CLASS OF SECURITIES : Ordinary shares in Torre
DATE OF TRANSACTION : 26 November 2012
PRICE PER SHARE : R1.00
TOTAL NUMBER OF SECURITIES : 52 696
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R52 696.00
NATURE OF TRANSACTION : Shareholder Loan
Conversion
NATURE AND EXTENT OF DIRECTOR’S : Indirect, Beneficial
INTEREST IN THE TRANSACTION through Mowana
Investments (Pty) Ltd
CONFIRMATION THAT CLEARANCE HAS : Per corporate action in
BEEN GIVEN IN TERMS OF PARAGRAPH circular
3.66
Directors dealings in terms of the Midlane Subscription:
COMPANY : Torre
NAME OF DIRECTOR : SR Midlane
STATUS OF DIRECTOR : Executive
TYPE AND CLASS OF SECURITIES : Ordinary shares in Torre
DATE OF TRANSACTION : 26 November 2012
PRICE PER SHARE : R1.00
TOTAL NUMBER OF SECURITIES : 7 500 000
TRANSACTED
TOTAL RAND VALUE OF SECURITIES : R7 500 000.00
NATURE OF TRANSACTION : Loan Agreement
NATURE AND EXTENT OF DIRECTOR’S : Direct, Beneficial
INTEREST IN THE TRANSACTION
CONFIRMATION THAT CLEARANCE HAS : Per corporate action in
BEEN GIVEN IN TERMS OF PARAGRAPH circular
3.66
RESPONSIBILITY STATEMENT
The board of Torre accept responsibility for the information
contained in this announcement. To the best of their
knowledge and belief, the information contained in this
announcement is true and nothing has been omitted which is
likely to affect the importance of the information included.
Johannesburg
28 November 2012
Corporate advisor: AfrAsia Corporate Finance Proprietary
Limited
Designated advisor: PSG Capital Proprietary Limited
Date: 28/11/2012 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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