Joint finalisation announcement: fulfilment or waiver (as applicable) of scheme conditions
CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
Share Code: CNL
TORRE INDUSTRIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share Code: TOR
JOINT FINALISATION ANNOUNCEMENT: FULFILMENT OR WAIVER (AS
APPLICABLE) OF SCHEME CONDITIONS
Shareholders are referred to the joint announcement released on SENS
on 7 April 2014 which advised shareholders that the special
resolution to approve the Scheme and the ordinary resolution in
connection with the Scheme, as detailed in the circular to Control
Instruments dated 6 March 2014 (the “Circular”) were passed at the
CI General Meeting on the same day by the requisite majority of
Shareholders. Words and expressions in this announcement shall have
the same meanings as assigned to them in the Circular.
Shareholders are hereby advised that all the remaining Scheme
Conditions have either been fulfilled or validly waived (as
applicable) and the Scheme is now unconditional.
The important dates and times in respect of the Scheme, as published
in the Circular, are set out below.
Finalisation announcement released on SENS Wednesday, 23
Finalisation announcement published in the South Thursday, 24
African press April
Application for the termination of the listing of Thursday, 24
all the Shares from the Main Board of the JSE April
expected to be lodged
Last day to trade in Shares in order to be recorded Friday, 9 May
on the Register on the Scheme Record Date (the
“Scheme Last Day to Trade”)
Date of the suspension of listing of Shares on the Monday, 12 May
Scheme Record Date on which Shareholders must be Friday, 16 May
recorded in the Register to receive the Scheme
Operative Date of the Scheme Monday, 19 May
Date of payment/posting of Scheme Consideration to Monday, 19 May
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)
Date of updating the accounts of Scheme Monday, 19 May
Participants who hold Dematerialised Shares held at
their CSDP or broker
Termination of listing of Shares at commencement of Tuesday, 20 May
trade on the JSE
1. All times given above are local times in South Africa.
2. The Shareholders will, provided they hold or acquire Shares on or
prior to the Scheme Last Day to Trade, participate in the Scheme
(i.e. sell their Shares to Torre in accordance with the Scheme for
the Scheme Consideration).
3. 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.
23 April 2014
Sponsor to Control Instruments: Investec Bank Limited
Legal Adviser to Control Instruments: Bowman Gilfillan Incorporated
Corporate Advisor to Torre: AfrAsia Corporate Finance Proprietary
Designated Adviser to Torre: PSG Capital Proprietary Limited
Legal Advisor to Torre: DLA Cliffe Dekker Hofmeyr Incorporated
Date: 23/04/2014 05:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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