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TORRE INDUSTRIES LIMITED - Notice in terms of Section 45(5) of the Companies Act, 2008

Release Date: 22/07/2014 12:40
Code(s): TOR     PDF:  
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Notice in terms of Section 45(5) of the Companies Act, 2008

TORRE INDUSTRIES LIMITED
(Previously Torre Industrial Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share code: TOR
ISIN: ZAE000188629
(“Torre” or “the Company” or “the Group”)


NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 2008
(“COMPANIES ACT”)

Shareholders are referred to the SENS announcement published 
on 4 June 2014 regarding the completion of Torre’s group 
refinancing exercise.

Torre has entered into a term facilities agreement (“Facilities 
Agreement”) with, amongst others, certain of its subsidiaries 
including, Torre South Africa Holdings Proprietary Limited 
(“Torre South Africa”), and Absa Bank Limited (“Absa”) in terms 
of which, amongst other things:

  -   Absa has provided Torre South Africa with R357 000 000 in 
      new banking facilities; and
  -   the Company, amongst other things, irrevocably and uncon-
      ditionally guaranteed the obligations of certain of its 
      related or inter-related companies, including Torre South 
      Africa.

Pursuant to a resolution of the Torre shareholders (“Shareholders”) 
passed at the annual general meeting held on 10 December 2013 autho-
rising the provision of financial assistance to related or inter-related 
companies in terms of section 45 of the Companies Act, the board of 
directors (“Board”) passed a resolution (“Board Resolution”) authorising
the Company to provide financial assistance to related or inter-related 
companies, in terms of section 45 of the Companies Act on the terms and 
conditions set out in the Facilities Agreement (“Financial Assistance”).

The Board has satisfied itself that:

  -   immediately after providing the Financial Assistance, the Company 
      would satisfy the solvency and liquidity test as contemplated in 
      section 4 of the Companies Act;
  -   the terms under which the Financial Assistance was provided were 
      fair and reasonable to the Company; and
  -   there has been due compliance with the requirements of the Company’s 
      constitutional documents and with the Companies Act.

Section 45(5) of the Companies Act requires a company to provide written 
notice to its shareholders, amongst others, of the adoption of a board 
resolution to provide financial assistance if the total value of all loans, 
debts, obligations or assistance contemplated in that resolution, together 
with any previous such resolution during the same financial year, exceeds 
one-tenth of 1% of the company’s net worth at the time of the resolution.

Accordingly, notice is hereby given in terms of section 45(5)(a) of the 
Companies Act to the shareholders of the Company that the Board passed a 
resolution to provide the Financial Assistance, pursuant to the Board being 
granted such authority by the written resolution of the Shareholders.

Shareholders are further notified that the Board Resolution supersedes the 
resolution of the Board passed on 12 March 2014, notice of which was included 
in the Company's unaudited interim condensed results for the six months to 
31 December 2013, which was made available to Shareholders.


Johannesburg
22 July 2014

Corporate Finance Adviser to Torre
AfrAsia Corporate Finance (Pty) Ltd

Legal Adviser to Torre
Norton Rose Fulbright

Designated Adviser
PSG Capital (Pty) Ltd

Date: 22/07/2014 12:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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