CONTROL INSTRUMENTS GROUP LIMITED - Extension of Time to Post Combined Circular

Release Date: 27/02/2014 13:10
Code(s): CNL
 
Wrap Text
Extension of Time to Post Combined Circular

CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
Share Code: CNL
ISIN: ZAE000001665
(“Control Instruments” or “the Company” or “the Group”)


EXTENSION OF TIME TO POST COMBINED CIRCULAR

Introduction


1.   Shareholders are referred to the announcement dated 3 February 2014 issued by the
     Group (the “Announcement”) and specifically the announcement issued by
     Torre Industrial Holdings Limited (“Torre”) on 31 January 2014 regarding the firm
     intention by Torre to make an offer to acquire up to 100% of the total issued ordinary
     shares in Control Instruments not already owned by Torre, being 91 761 265 shares
     (the “Offer Shares”) (the “Firm Intention Announcement”), by way of:

     1.1 a scheme of arrangement in terms of section 114(1)(c) of the Companies Act,
         No. 71 of 2008, as amended (the "Companies Act"), to be proposed by the board
         of directors of Control Instruments between Control Instruments and its
         shareholders other than Torre (the "Control Instruments Shareholders") (the
         "Scheme"); or

     1.2 an offer by Torre if the Scheme is not proposed or fails, at the election of Torre, to
         the Control Instruments Shareholders to acquire the Offer Shares,

(the "Proposed Offer").

2.   All terms defined in the Announcement shall bear the same meaning in this
     announcement.

Extension of time to post the Circular

3.   In terms of the Companies Act and the Companies Regulations, the Circular in respect
     of the Proposed Offer must be posted within a period of 20 business days from the date
     of publication of the Firm Intention Announcement (the “Required Period”) or within
     such longer period allowed by the TRP. The Required Period expires on 28 February
     2014 (the “Expiry Date”), being the date on which the Circular was expected to be
     posted.

4.   The Circular is still subject to formal approval by the JSE and the Company is therefore
     not in a position to post the Circular by the Expiry Date. Accordingly, in terms of section
     119(6)(c) of the Companies Act, the TRP has granted the Company’s request for an
     extension of the Required Period in terms of which the Circular will now be posted by no
     later than Friday, 7 March 2014.

5.   The salient dates in relation to the Scheme and the General Offer will be published on
     SENS and in the press prior to the posting of the Circular.

Johannesburg
27 February 2014

Sponsor
Investec Bank Limited


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