TORRE INDUSTRIAL HOLDINGS LIMITED - Joint announcement re posting of combined circular and notice general meeting

Release Date: 06/03/2014 12:00
Code(s): TOR CNL
 
Wrap Text
Joint announcement re posting of combined circular and notice general meeting

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

TORRE INDUSTRIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share Code: TOR
ISIN: ZAE000169322
(“Torre”)


JOINT ANNOUNCEMENT IN RESPECT OF THE PROPOSED OFFER BY TORRE TO CONTROL
INSTRUMENTS SHAREHOLDERS: DISTRIBUTION OF COMBINED CIRCULAR, NOTICE OF
GENERAL MEETING AND IMPORTANT DATES AND TIMES

1.   INTRODUCTION

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

     1.1.1 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
           (“Shareholders”) other than Torre (the "Control Instruments
           Shareholders") (the "Scheme"); or

     1.1.2 if the Scheme is not proposed or fails, an offer by and at
           the election of Torre to the Control Instruments Shareholders
           to acquire the Offer Shares (the “General Offer”)
     (the "Proposed Offer").

1.2 Subject to paragraph 7 below, all terms defined in the Firm
    Intention Announcement shall bear the same meaning in this
    announcement.

2.   TERMINATION OF LISTING OF CONTROL INSTRUMENTS
2.1 The listing of the total issued shares of Control Instruments will
    be terminated from the Main Board of the JSE pursuant to (i) the
    implementation of the Scheme or (ii) if the Scheme fails and the
    General Offer is made, the approval of an ordinary resolution to be
    proposed at the general meeting of Shareholders (as referred in
    paragraph 6 below) to approve such delisting in terms of section
    1.14(a) of the JSE Listings Requirements (the “Delisting
    Resolution”).

2.2 In terms of section 1.15 of the JSE Listings Requirements, the
    votes of any controlling shareholder, its associates and any party
    acting in concert will not be taken into account in determining the
    results of the voting on the Delisting Resolution.  Control
    Instruments does not have any controlling shareholders.

3.   INDEPENDENT EXPERT

3.1 In accordance with section 114(3) of the Companies Act and
    regulation 90(1) of the Regulations, the Independent Board
    appointed i capital advisers Proprietary Limited and Merchantec
    Proprietary Limited as the joint independent expert (the “Joint
    Independent Expert”) (which meet the requirements set out in
    section 114(2) of the Companies Act) for the purposes of providing
    an external independent opinion in regard to, inter alia, the
    Scheme and the General Offer and to make appropriate
    recommendations to the board of directors of Control Instruments
    for the benefit of Control Instruments Shareholders to advise it on
    the proposed Scheme and the General Offer.

3.2 Similarly, in accordance with paragraph 1.14(d) of the JSE Listings
    Requirements, the board of directors of Control Instruments
    appointed the Joint Independent Expert for the purposes of
    providing an external independent opinion in regard to the fairness
    of the General Offer Consideration insofar as same relates to the
    termination of the listing of all the Shares from the Main Board of
    the JSE, in the event that the Scheme fails but the General Offer
    is made.

3.3 The Joint Independent Expert has advised the Independent Board that
    it has considered the terms and conditions of the Scheme and the
    General Offer and is of the opinion that these terms and conditions
    are fair and reasonable in the case of both the Scheme and the
    General Offer.

3.4 The text of the letter from the Joint Independent Expert is
    included in the circular referred in paragraph 5 below (the
    “Circular”).
3.5 The Independent Board, after due consideration of the report of the
    Joint Independent Expert, concurs with the findings of the Joint
    Independent Expert and hereby recommends that shareholders of
    Control Instruments vote in favour of the Scheme and the Delisting
    Resolution, to the extent they are permitted to do so in terms of
    the Regulations and the JSE Listings Requirements, and to accept
    the General Offer (if made).

4.   CONDITIONS PRECEDENT

     The implementation of the Proposed Offer was, as set out in the
     Firm Intention Announcement, subject to the fulfilment or waiver
     (as the case may be) of certain conditions.  Shareholders are
     referred to the Circular for further details of the conditions that
     remain outstanding.

5.   DISTRIBUTION OF THE CIRCULAR

     Shareholders are advised that the Circular setting out the terms of
     the Proposed Offer and incorporating, inter alia, a notice
     convening a meeting of shareholders of Control Instruments (the "CI
     General   Meeting")   (the  “Notice”)   will   be  distributed   to
     Shareholders on Thursday, 6 March 2014.

6.   NOTICE CONVENING THE CI GENERAL MEETING

     The Notice is enclosed in the Circular, which meeting will be held
     at 10:00 on Monday, 7 April 2014 at 59 Merino Avenue, City Deep,
     Johannesburg for the purpose of considering and, if deemed fit,
     passing with or without modification, the resolutions set out in
     the Notice.

7.   IMPORTANT DATES AND TIMES IN RESPECT OF THE PROPOSED OFFER

     The important dates and times in respect of the Proposed Offer are
     set out below.   Words and expressions in this timetable and the
     notes thereto shall have the same meanings as assigned to them in
     the Circular:

     Action                                                        2014
     Record date to determine which Shareholders    Friday, 21 February
     are entitled to receive the Circular

     Posting of the Circular to Shareholders and      Thursday, 6 March
     notice convening CI General Meeting released
     on SENS
     Notice published in the South African press       Friday, 7 March

     Last day to trade in Control Instruments        Thursday, 20 March
     Shares in order to be recorded on the
     Register on the Voting Record Date (Voting
     Last Day to Trade)

     Voting Record Date in respect of being           Friday, 28 March
     eligible to vote at the CI General Meeting

     Forms of proxy to be received by 10:00          Thursday, 3 April

     Last date and time for Control Instruments        Monday, 7 April
     Shareholders to give notice, in terms of
     section 164 of the Companies Act, to Control
     Instruments objecting to the Scheme by 10:00

     CI General Meeting to be held at 10:00            Monday, 7 April

     Results of CI General Meeting released on         Monday, 7 April
     SENS  

     Timetable if the Scheme is approved (certain dates will be
     confirmed in the finalisation announcement once the Scheme becomes
     unconditional):

     Action                                                        2014
     Last date on which Shareholders can require       Monday, 14 April
     Control Instruments to seek court approval
     for the Scheme in terms of section 115(3)(a)
     of the Companies Act (if applicable)

     Last date on which Shareholders can make         Tuesday, 22 April
     application to the court in terms of section
     115(3)(b) of the Companies Act

     Last date for Control Instruments to send        Tuesday, 22 April
     objecting Control Instruments Shareholders
     who did not vote in favour of the Scheme
     notice of the adoption of the Special
     Resolution approving the Scheme, in terms of
     section 164 of the Companies Act

     Last day for Control Instruments                 Thursday, 22 May
     Shareholders who validly exercised their
     appraisal rights to demand that Control
     Instruments acquires their Offer Shares at
     fair value, in terms of section 164 of the
     Companies Act

     If all the Scheme Conditions have been
     fulfilled  or   waived  (where   capable  of
     waiver), save for the Scheme Condition in
     respect of receipt of unconditional approval
     from the TRP in terms of a compliance
     certificate or exemption to be issued in
     terms of the Companies Act in relation to
     the Scheme

     Expected date for receipt of  compliance        Wednesday, 23 April
     certificate from TRP

     Finalisation announcement expected to be        Wednesday, 23 April
     released on SENS

     Finalisation announcement expected to be         Thursday, 24 April
     published in the South African press

     Application for the termination of the           Thursday, 24 April
     listing of all the Shares from the Main
     Board of the JSE expected to be lodged

     Expected last day to trade in Shares in             Friday, 9 May
     order to be recorded on the Register on the 
     Scheme Record Date (Scheme Last Day to
     Trade)

     Expected date of the suspension of listing          Monday, 12 May
     of Shares on the JSE

     Expected Scheme Record Date on which                Friday, 16 May
     Shareholders must be recorded in the
     Register to receive the Scheme Consideration

     Expected Operative Date of the Scheme              Monday, 19 May

     Expected date of payment/posting of Scheme         Monday, 19 May
     Consideration to Scheme Participants who
     hold Certificated Shares (if the Form of
     Surrender and Transfer and Documents of
     Title are received on or prior to 12:00 on
     the Scheme Record Date)
     
     Expected date of updating the accounts of           Monday, 19 May
     Scheme Participants who hold Dematerialised
     Shares held at their CSDP or broker

     Expected termination of listing of Shares at       Tuesday, 20 May
     commencement of trade on the JSE

Timetable if Scheme is not approved:

If the Scheme fails, Torre will be entitled to elect to make the
General Offer to the Offer Shareholders within one Business Day
after the Scheme has failed, by announcing its election on SENS.
The following dates in respect of the General Offer will be
confirmed in an announcement should Torre so elect to make the
General Offer:

Action                                                             2014
CI General Meeting to be held at 10:00                  Monday, 7 April

Results of CI General Meeting and Torre's election      Monday, 7 April
to make the General Offer released on SENS

Expected date of opening of General Offer (Opening     Tuesday, 8 April
Date)

Expected date for receipt of compliance             Wednesday, 23 April
certificate from TRP                                                  

Finalisation announcement expected to be released   Wednesday, 23 April
on SENS                                                            

Finalisation announcement expected to be published   Thursday, 24 April
in the South African press                                        

Expected last day to trade to take up the General        Friday, 23 May
Offer

Shares trade “ex” the General Offer                       Monday, 26 May

Expected General Offer Record Date                        Friday, 30 May
Expected General Offer Closing Date at 12:00              Friday, 30 May
Expected Offer Payment Date                               Monday, 2 June

Notes:
1. All dates and times in respect of the Scheme are subject to
   change by mutual agreement between Control Instruments and Torre
   and the approval of the JSE and the TRP and may be subject to
     certain regulatory approval(s) including, but not limited to,
     that of the Competition Authorities, being granted. Any change
     will be released on SENS and published in the South African
     press.
2.   Although the salient dates and times are subject to change, such
     statement may not be regarded as consent or dispensation for any
     change to the time period which may be required in terms of the
     Takeover Regulations, where applicable, and any such consent or
     dispensation must be specifically applied for and approved by
     the TRP.
3.   The Shareholders are referred to paragraph 7 of the Circular
     (which contains a summary of Dissenting Shareholders’ appraisal
     rights in respect of the Scheme) regarding rights afforded to
     the Shareholders, the exercise of which may affect the timing
     regarding the implementation of the Scheme.
4.   The Shareholders should note that as transactions in shares are
     settled in the electronic settlement system used by Strate,
     settlement of trades takes place five Business Days after such
     trade.  Therefore, persons who acquire Shares after the Voting
     Last Day to Trade (i.e. Thursday, 20 March 2014), will not be
     eligible to vote at the CI General Meeting, but will, provided
     the Scheme is approved and they acquire the Shares on or prior
     to the Scheme Last Day to Trade (expected to be Friday, 9 May
     2014), participate in the Scheme (i.e. sell their Shares to
     Torre in accordance with the Scheme for the Scheme
     Consideration).
5.   A Shareholder may submit a proxy at any time before the
     commencement of the CI General Meeting (or any adjournment of
     the CI General Meeting) or hand it to the chairman of the
     CI General Meeting before the appointed proxy exercises any of
     the relevant Shareholders’ rights at the CI General Meeting (or
     any adjournment of the CI General Meeting), provided that should
     a Shareholder lodge a form of proxy with the Transfer
     Secretaries less than 48 hours before the CI General Meeting,
     such Shareholder will also be required to furnish a copy of such
     form of proxy to the chairman of the CI General Meeting before
     the appointed proxy exercises any of such Shareholder’s rights
     at the CI General Meeting (or any adjournment of the CI General
     Meeting).
6.   If the CI General Meeting is adjourned or postponed, forms of
     proxy submitted for the initial CI General Meeting will remain
     valid in respect of any adjournment or postponement of the CI
     General Meeting.
7.   All times given in the Circular are local times in South
     Africa.
8.   If the Scheme is approved by the requisite majority, share
     certificates may not be dematerialised or rematerialised after
     the Scheme Last Day to Trade.
9.   No dematerialisation or rematerialisation of Shares may take
     place from the commencement of business on the Business Day
     following the Scheme Last Day to Trade. The Scheme Last Day to
     Trade is expected to be on Friday, 9 May 2014.

8.   RESPONSIBILITY STATEMENT

     The Independent Board, insofar as any information in this
     announcement relates to Control Instruments and the directors of
     Torre, insofar as any information in this announcement relates to
     Torre:

8.1 have considered all statements of fact and opinion in this
    announcement;
8.2 collectively and individually, accept full responsibility for
    the accuracy of the information given;
8.3 certify that, to the best of their knowledge and belief, the
    information is true and that there are no other facts, the
    omission of which would make any statement false or misleading;
8.4 confirm that they have made all reasonable enquiries to
    ascertain such facts in this regard; and
8.5 confirm that this announcement contains all information
    required by the JSE Listings Requirements and the Takeover
    Regulations.


Johannesburg
6 March 2014


Sponsor to Control Instruments: Investec Bank Limited
Legal Adviser to Control Instruments: Bowman Gilfillan Incorporated

Corporate Advisor to Torre:  AfrAsia Corporate Finance Proprietary
Limited
Designated Adviser to Torre: PSG Capital Proprietary Limited
Legal Advisor to Torre: DLA Cliffe Dekker Hofmeyr Incorporated

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