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TORRE INDUSTRIAL HOLDINGS LIMITED - Posting of circular, notice of general meeting and declaration data

Release Date: 15/05/2013 17:32
Code(s): TOR     PDF:  
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Posting of circular, notice of general meeting and declaration data

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”)

POSTING OF CIRCULAR TO SHAREHOLDERS, NOTICE OF GENERAL MEETING
AND SALIENT DATES AND DECLARATION DATA ANNOUNCEMENT IN
RELATION TO THE ODD-LOT AND SPECIFIC OFFER

INTRODUCTION

Shareholders are referred to the SENS announcement published
on 5 April 2013 regarding inter alia the category 1
acquisition of the TGS Group, the private placement to raise a
maximum of R80 000 000 and implementation of an odd-lot offer
and specific offer. The purpose of this announcement is to
provide shareholders with details of the posting of the
Circular and salient dates therein.

Defined terms used in this announcement bear the meanings
ascribed to them in the SENS announcement dated 5 April 2013.

POSTING OF CIRCULAR TO SHAREHOLDERS

The Circular incorporating the terms of the Transactions as
detailed above and in the SENS announcement dated 5 April
2013, revised listing particulars and a notice of general
meeting will be posted to shareholders today.

NOTICE OF GENERAL MEETING AND SALIENT DATES

The general meeting of Torre shareholders will be held on
Thursday, 13 June 2013 at 09h00 at SA French’s offices at 461
Flower Close, Greenhills Industrial Park, Tunney Extension 9,
Germiston.

The salient dates in respect of the general meeting of Torre
shareholders, contained in the Circular, are set-out below:

                                                          2013
Record date in order to be eligible to
                                               Friday, 10 May
receive the notice of general meeting
Circular and notice of general meeting
                                            Wednesday, 15 May
posted to Torre shareholders
Last date to trade in order to be eligible
                                               Friday, 31 May
to vote at the general meeting
Record date in order to be eligible to vote
                                               Friday, 7 June
at the general meeting
Last date to lodge forms of proxy for the
                                              Tuesday, 11 June
general meeting by 09h00
General meeting at SA French’s offices at
461 Flower Close, Greenhills Industrial
Park, Tunney Extension 9, Germiston, 1410 at Thursday, 13 June
09h00
Results of general meeting released on SENS  Thursday, 13 June

The salient dates in respect of the Odd-Lot Offer and Specific
Offer, contained in the Circular, are set-out below:

                                                           2013
Circular and notice of general meeting        Wednesday, 15 May
posted to Torre shareholders
Declaration announcement published on SENS
                                              Wednesday, 15 May
Release of finalisation announcement
relating to the Odd-lot Offer and the
                                              Thursday, 13 June
Specific Offer on SENS

Odd-lot Offer and the Specific Offer opens     Friday, 14 June
Last date to trade in order to be eligible
to participate in the Odd-lot Offer and the
                                               Friday, 21 June
Specific Offer

Shares trade “ex” rights to participate in
the Odd-lot Offer and the Specific Offer        Monday, 24 June

Form of election and surrender for the Odd-
lot Offer and the Specific Offer to be
received by the Transfer Secretaries by         Friday, 28 June
12h00 on

Odd-lot Offer and the Specific Offer closes
at 12h00 on                                     Friday, 28 June

Record date for the Odd-lot Offer and the
Specific Offer to determine the Torre
shareholders entitled to participate in the
                                                Friday, 28 June
Odd-lot Offer and the Specific Offer (Offer
Record Date)

Implementation of the Odd-lot Offer and the
Specific Offer takes effect at commencement
                                                Monday, 1 July
of business on

Odd-lot Holders with Dematerialised shares
have their accounts held at their CSDP or       Monday, 1 July
broker credited with the cash amount
(including where no election has been made
by Odd-lot Holders), unless Odd-lot Holders
have elected to retain their holdings

Cheques posted to eligible certificated
Torre shareholders who accepted the Offers
                                                Monday, 1 July
on or about

Results of the Odd-lot Offer and the
                                                Monday, 1 July
Specific Offer released on SENS

Notes
1. All times indicated in this Circular are local times in
    South Africa.
2. The dates and times indicated in the table above are
    subject to change. Any such changes will be released on
    SENS.
3. Share certificates in the name of Torre will not be able
    to be dematerialised or rematerialised between Monday, 24
    June 2013 and Friday, 28 June 2013, both days inclusive.
4. Certificated Odd-lot Shareholders who wish to sell their
    Odd-lot Holdings in terms of the Odd-lot Offer must elect
    the Cash Alternative and lodge the form of election and
    surrender for the Odd-lot Offer (blue) together with their
    Documents of Title with the Transfer Secretaries by 12h00
    on the Offer Record Date expected to be Friday, 28 June
    2013. Certificated Odd-lot Shareholders who wish to retain
    their   Odd-lot   Holdings   must   elect   the   Retention
    Alternative and lodge the form of election and surrender
    for the Odd-lot Offer (blue) with the Transfer Secretaries
    by 12h00 on the Offer Record Date expected to be Friday,
    28 June 2013, failing which they will be deemed to have
    accepted the Odd-lot Offer and their Odd-lot Holdings will
    be repurchased by Torre. Specific Offer Shareholders will
    retain their Torre shares unless they elect to sell their
    shares and complete and lodge the form of election and
    surrender for the Specific Offer (green) together with
    their Documents of Title with the Transfer Secretaries by
    12h00 on the Record Date.
5. To be valid, the completed forms of proxy must be lodged
    with the Transfer Secretaries, being Link Market Services
    South Africa Proprietary Limited, 13th Floor, Rennie
    House,19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844,
    Johannesburg, 2000), to reach them by no later than
    Tuesday, 11 June 2013 at 09h00, alternatively, such forms
    of proxy may be handed to the company secretary or
    chairperson of the Company at the meeting not later than
    30 minutes prior to the commencement of the general
    meeting.
DECLARATION DATA IN RELATION TO THE ODD-LOT AND SPECIFIC OFFER

Torre wishes to extend the Odd-lot Offer and the Specific
Offer to shareholders holding less than 100 Torre shares and
shareholders holding 100 or more Torre shares but fewer than 2
001 Torre shares respectively, at an offer price of 132.78773
cents per share which was determined using the 5-day VWAP of
Torre shares traded on the JSE up to 4 April 2013 plus a 2.5%
premium.

Shareholders are reminded that the Odd-Lot Offer and the
Specific Offer will provide for a two-way election in terms of
which the Odd-Lot Shareholders and Specific Offer Shareholders
may:

-   elect   to  retain   their   odd-lot  or   Specific   Offer
    shareholding; or
-   elect to sell their odd-lot or Specific Offer shareholding.

On completion of the Odd-Lot Offer and Specific Offer, the
Company or its subsidiaries intend to repurchase those
shareholdings of the Odd-lot Offer Shareholders and the
Specific Offer Shareholders who elected to sell their
shareholdings. The repurchase of shares in terms of the Odd-
lot Offer and the Specific Offer will be funded out of
existing reserves of Torre. As a result the purchase
consideration payable to Torre shareholders will constitute a
dividend as defined in section 1 of the Income Tax Act, No. 58
of   1962.  Dividends   tax   in  respect   of  the   purchase
consideration payable by Torre will be applicable to those
shareholders who are not exempt.

In determining the dividends tax (DT) of 15% to withhold in
terms of the Income Tax Act (No 58 of 1962) for those
shareholders who are not exempt from DT, no secondary tax on
companies (STC) credits have been utilised. Shareholders who
are not exempt from DT will therefore receive net proceeds of
112.86957 cents per share. The Company’s income tax reference
number is 969 873 5157.

The remaining condition precedent for the Odd-lot and Specific
Offer is to obtain Torre shareholder approval. The details of
and resolutions to approve the Odd-Lot Offer, the Specific
Offer and specific repurchase are included in the Circular and
will be voted upon by Torre shareholders at the general
meeting to be held on Thursday, 13 June 2013.


Johannesburg
15 May 2013
Corporate Adviser to Torre
AfrAsia Corporate Finance (Pty) Limited

Designated Adviser
PSG Capital (Pty) Limited

Date: 15/05/2013 05:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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