Update on private placement and directors dealings in relation to the private placement 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”) UPDATE ON THE PRIVATE PLACEMENT, INTENDED DIRECTOR AND ASSOCIATES DEALINGS IN RELATION TO THE PRIVATE PLACEMENT AND UNCONDITIONAL ASSOCIATES DEALINGS ANNOUNCEMENT Shareholders are referred to the SENS announcement published on 5 April 2013 regarding inter alia a private placement to raise a maximum of R80 000 000 by issuing new Torre shares to pre-identified investors at R1.10 per share. Defined terms used in this announcement bear the meanings ascribed to them in the SENS announcement dated 5 April 2013. The Company is pleased to announce that it has successfully raised the R80 000 000 by way of signed subscription agreements having been entered into with various parties. The details of those who have agreed to subscribe for Torre shares in terms of the Private Placement are as follows: Name of Existing Nr of Rand value % of Private Investor share- Shares of shares Placement holder or subscribing subscribing New for for Investor Momentum Existing 11 380 132 R12 518 145 15.65% Collective Investments Heritage Existing 9 800 000 R10 780 000 13.48% Capital Assets Ltd Investec Asset New 8 500 000 R9 350 000 11.69% Management Sanlam New 4 545 455 R5 000 000 6.25% Investment Management Isando Holdings New 4 545 455 R5 000 000 6.25% Proprietary Limited (“Isando Holdings”)(1) Stanlib Asset Existing 4 454 975 R4 900 473 6.13% Management AfrAsia Existing 3 895 958 R4 245 954 5.31% Corporate Finance (Pty) Ltd (1) The Taniko Existing 3 000 000 R3 300 000 4.13% Trust Eden and Existing 3 000 000 R3 300 000 4.13% Cameron and Tana Lyons (“The Lyons Family”) (1) The Creeky Glen New 2 727 273 R3 000 000 3.75% Trust The Inhimwe New 2 727 273 R3 000 000 3.75% Trust TIH Capital Existing 2 672 116 R2 939 328 3.67% Partners Ltd (1) CoroCapital New 2 272 727 R2 500 000 3.12% (Pty) Ltd Investec New 2 000 000 R2 200 000 2.75% Flexible Opportunities Fund Anchor Capital New 1 818 181 R1 999 999 2.50% (Pty) Ltd Shelley Point Existing 1 000 000 R1 100 000 1.38% Investment Holdings Ltd Clucas Grey New 909 090 R1 000 000 1.25% Future Titans Fund BMSC New 681 818 R750 000 0.94% Engineering (Pty) Ltd A Keschner (1) New 500 000 R550 000 0.69% DR Shefer Existing 500 000 R550 000 0.69% ML Jaches Existing 500 000 R550 000 0.69% L Jones New 455 000 R500 500 0.63% Nedgroup New 286 910 R315 601 0.39% Private Wealth Stockbrokers The Speedwell Existing 250 000 R275 000 0.34% Trust (1) Sanlam Private New 250 000 R275 000 0.34% Investments (Pty) Ltd Maxshell New 90 910 R100 000 0.13% Investments 127 (Pty) Ltd TOTAL 72 727 272 R80 000 000 100% (1) These shareholders are related parties to Torre in terms of the Listings Requirements by virtue of the following: AfrAsia is Torre’s corporate adviser; TIH Capital Partners Limited is a material shareholder, holding more than 10% of the issued share capital of Torre; The Speedwell Trust is an associate of PJ van Zyl, the non- executive chairman of Torre; A Keschner is a non-executive director of Torre; Isando Holdings is a company owned 75% by W van Breda, the Managing Director of SA French; and The Lyons Family is an associate of CWJ Lyons, a non- executive director of Torre. No fairness opinion is required for the specific issue of shares to these related parties as the subscription price is at a premium to the 30-day VWAP (as determined on the day the Subscription Agreements were entered into). The Private Placement is subject to JSE and Torre shareholder approval. Certain directors and associates of directors of Torre are participating in the Private Placement either directly or indirectly. Accordingly and in compliance with paragraphs 3.63 to 3.74 of the Listings Requirements of the JSE Limited, the intended dealings information is disclosed below. Shareholders are advised that these dealings are subject to Torre shareholder approval being obtained in relation to the resolutions for the specific issue of shares and the TGS Acquisition at the general meeting of Torre shareholders, expected to be held on or about 13 June 2013. The dealings are also subject to the successful listing of the shares on the JSE. DIRECTORS DEALINGS IN RELATION TO THE PRIVATE PLACEMENT COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Alan Keschner STATUS OF DIRECTOR : Independent Non-Executive Director TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Subscription Agreement in terms of a specific issue of shares for cash (off- market) NATURE AND EXTENT OF : Direct Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF SIGNING OF : 16 April 2013 SUBSCRIPTION AGREEMENT ESTIMATED DATE OF TRANSACTION : 17 June 2013 BECOMING UNCONDITIONAL* PRICE PER SHARE : R1.10 TOTAL NUMBER OF SECURITIES : 500 000 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R550 000 CONFIRMATION THAT CLEARANCE : Yes HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 ASSOCIATE DEALINGS IN RELATION TO THE PRIVATE PLACEMENT COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Peter Van Zyl NAME OF ASSOCIATE : The Speedwell Trust DIRECTOR'S RELATIONSHIP WITH : Beneficiary of associate ASSOCIATE STATUS OF DIRECTOR : Non-Executive Chairman TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Subscription Agreement in terms of a specific issue of shares for cash (off- market) NATURE AND EXTENT OF : Indirect, Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF SIGNING SUBSCRIPTION : 16 April 2013 AGREEMENT ESTIMATED DATE OF TRANSACTION : 17 June 2013 BECOMING UNCONDITIONAL* PRICE PER SHARE : R1.10 TOTAL NUMBER OF SECURITIES : 250 000 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R275 000 CONFIRMATION THAT CLEARANCE : Not required HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Craig Lyons NAME OF ASSOCIATE : E Lyons, C Lyons, T Lyons DIRECTOR'S RELATIONSHIP WITH : Immediate Family of ASSOCIATE Associate STATUS OF DIRECTOR : Independent Non-Executive Director TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Subscription Agreement in terms of a specific issue of shares for cash (off- market) NATURE AND EXTENT OF : Indirect, Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF SIGNING OF : 17 April 2013 SUBSCRIPTION AGREEMENT ESTIMATED DATE OF TRANSACTION : 17 June 2013 BECOMING UNCONDITIONAL* PRICE PER SHARE : R1.10 TOTAL NUMBER OF SECURITIES : 3 000 000 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R3 300 000 CONFIRMATION THAT CLEARANCE : Not required HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Warwick van Breda NAME OF ASSOCIATE : Isando Holdings Proprietary Limited DIRECTOR'S RELATIONSHIP WITH : Controlling shareholder in ASSOCIATE and sole director of associate STATUS OF DIRECTOR : Director of SA French Limited TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Subscription Agreement in terms of a specific issue of shares for cash (off- market) NATURE AND EXTENT OF : Indirect, Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF SIGNING OF : 18 April 2013 SUBSCRIPTION AGREEMENT ESTIMATED DATE OF TRANSACTION : 17 June 2013 BECOMING UNCONDITIONAL* PRICE PER SHARE : R1.10 TOTAL NUMBER OF SECURITIES : 4 545 455 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R5 000 000 CONFIRMATION THAT CLEARANCE : Not required HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 ASSOCIATE DEALINGS In addition, the following unconditional associate dealings are disclosed below. COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Warwick van Breda NAME OF ASSOCIATE : Isando Holdings Proprietary Limited DIRECTOR'S RELATIONSHIP WITH : Sole director and ASSOCIATE controlling shareholder of Isando Holdings Proprietary Limited STATUS OF DIRECTOR : Director of SA French Limited TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Purchase of shares by Isando Holdings Proprietary Limited from The SA French Group Trust (off-market) NATURE AND EXTENT OF : Indirect, Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF TRANSACTION : 18 April 2013 PRICE PER SHARE : R1.00 TOTAL NUMBER OF SECURITIES : 10 335 750 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R10 335 750 CONFIRMATION THAT CLEARANCE : Not required HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Quentin van Breda NAME OF ASSOCIATE : SA French Group Trust DIRECTOR'S RELATIONSHIP WITH : Trustee and beneficiary of ASSOCIATE SA French Group Trust STATUS OF DIRECTOR : Executive Director TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Sale of shares by The SA French Group Trust to Isando Holdings Proprietary Limited (off- market) NATURE AND EXTENT OF : Indirect, Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF TRANSACTION : 18 April 2013 PRICE PER SHARE : R 1.00 TOTAL NUMBER OF SECURITIES : 10 335 750 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R10 335 750 CONFIRMATION THAT CLEARANCE : Not required HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 FURTHER DOCUMENTATION AND SALIENT DATES A circular to shareholders incorporating the terms of the Transactions as detailed in the SENS announcement dated 5 April 2013, revised listing particulars and a notice of general meeting is expected to be posted to shareholders during May 2013. Salient dates will be published in due course. Johannesburg 19 April 2013 Corporate Adviser to Torre AfrAsia Corporate Finance (Pty) Limited Designated Adviser PSG Capital (Pty) Limited Date: 19/04/2013 11:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.