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Results of General Meeting and Finalisation Announcement in relation to the odd-lot offer and specific offer
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”)
RESULTS OF THE GENERAL MEETING OF TORRE SHAREHOLDERS AND
FINALISATION ANNOUNCEMENT IN RELATION TO THE ODD-LOT OFFER AND
SPECIFIC OFFER
INTRODUCTION
Shareholders are referred to the SENS announcement published
on 15 May 2013 containing the details of the posting of the
circular, notice of general meeting, salient dates as well as
declaration data in relation to the Odd-lot Offer and Specific
Offer. The purpose of this announcement is to provide
shareholders with details of the results of the general
meeting and finalisation information in respect of the Odd-lot
and Specific Offers.
Defined terms used in this announcement bear the meanings
ascribed to them in the SENS announcement dated 5 April 2013.
RESULTS OF GENERAL MEETING OF TORRE SHAREHOLDERS
The Company is pleased to announce that all the ordinary and
special resolutions relating to the Transactions, presented at
today’s general meeting of Torre shareholders, were passed
with the requisite majority of Torre shareholders present,
represented by proxy and eligible to vote.
The Company will apply to the JSE for the listing of the
Closing Consideration Shares as well as the Private Placement
Shares in due course.
The conclusion of the Transactions results in Torre owning
100% of TGS and Tsindi and 50% of TGS Swaziland (“the TGS
Group”). In addition, following the completion of the Private
Placement the Company is now adequately capitalised to fund
the growth of its existing portfolio going forward.
The TGS Group specializes in repair parts and components for
mining and construction earthmoving equipment, including wear
and undercarriage solutions and has a rebuild centre which is
fully equipped for complete machine rebuilds and component
repairs. The TGS Group has a distribution network covering
South Africa, Swaziland, Zimbabwe and Zambia.
As a result of the Transactions Torre has a more defensive
bias in its portfolio of industrial businesses and has
acquired a platform from which to build a group distribution
network.
While the TGS Group is the Company’s first acquisition since
listing, Torre continues to assess a number of opportunities
in line with its stated strategy of pursuing a strategy of
organic and acquisitive growth. Further announcements will be
made in this regard in due course.
FINALISATION INFORMATION IN RELATION TO THE ODD-LOT AND
SPECIFIC OFFER
Shareholders are advised that the last outstanding condition
precedent in respect of the Odd-lot Offer and Specific Offer
has now been met. The Odd-lot Offer and Specific Offer are
accordingly unconditional in all respects.
The Odd-lot Offer and the Specific Offer will be extended 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.
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.
Shareholders are referred to the SENS announcement dated 15
May 2013 for details of the salient dates in respect of the
Odd-lot Offer and Specific Offer. These dates are also
included below for ease of reference:
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
broker credited with the cash amount
(including where no election has been made Monday, 1 July
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 the above 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) (included in the
circular to shareholders dated 15 May 2013) 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) (included in the circular to
shareholders dated 15 May 2013) 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)
(included in the circular to shareholders dated 15 May
2013) together with their Documents of Title with the
Transfer Secretaries by 12h00 on the Record Date.
Johannesburg
13 June 2013
Corporate Adviser to Torre
AfrAsia Corporate Finance (Pty) Limited
Designated Adviser
PSG Capital (Pty) Limited
Date: 13/06/2013 10:37:00 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,
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