Wrap Text
Update on transactions, posting of circular and notice of general meeting
TORRE INDUSTRIES LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share code: TOR
ISIN: ZAE000188629
(“Torre” or “the Group”)
UPDATE ON TRANSACTIONS, POSTING OF CIRCULAR AND NOTICE OF
GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the SENS announcement dated 16
February 2015 (“the Terms Announcement”) containing inter alia
details of: (1) the acquisition of 100% of Set Point Group by
way of a scheme of arrangement (“the Acquisition”); and (2) the
specific issue of 82 013 329 new Torre shares to two leading
unlisted South African investment groups, Mineworkers Investment
Company (Pty) Ltd (“MIC”) and Safika Holdings (Pty) Ltd
(“Safika”) raising new capital of R348 556 650 (“the Private
Placement”). After the Acquisition and the Private Placement,
MIC will hold 12.95% of Torre and Safika will hold 11.05% of
Torre.
Capitalised terms in this announcement bear the same meaning as
in the Terms Announcement.
2. UPDATE ON THE ACQUISITION
Torre is pleased to advise that it has received approval from
the South African Competition Commission Authorities in respect
of the Acquisition. Shareholders will be updated as soon as the
remaining conditions precedent to the Acquisition have been
fulfilled.
3. UPDATE ON THE PRIVATE PLACEMENT
MIC and Safika have provided confirmation to Torre that they are
satisfied with their due diligence investigations and have
received all necessary internal approvals required to proceed
with their participation in the Private Placement.
MIC is an investment holding company that was established in
1995 by the Mineworkers Investment Trust (“MIT”) to create a
sustainable asset base for the benefit of mine, energy and
construction workers and their dependants.
MIC has a net asset value of over R5 billion and over the past
20 years has disbursed over R400 million to the MIT which has
in turn advanced the money to fund its social development
programmes.
Safika is an investment holding company that was founded in 1995
and has a broad range of interests in the financial services,
industrial, mining and services sectors.
MIC and Safika will subscribe for 41 006 664 and 41 006 665 new
Torre shares respectively at R4.25 per share. The Private
Placement remains subject to Torre shareholder approval at the
General Meeting.
4. POSTING OF CIRCULAR
The Circular including the Notice of General Meeting referred
to in the Terms Announcement will be posted to Torre shareholders
today.
5. NOTICE OF GENERAL MEETING
The General Meeting will be held on Wednesday, 13 May 2015 at
12:00 at 59 Merino Avenue, City Deep, Johannesburg.
6. SALIENT DATES IN RESPECT OF THE SCHEME AND GENERAL MEETING
The salient dates in respect of the Scheme and General Meeting,
contained in the Circular, are set-out below:
SCHEME 2015
Posting of the Scheme circular to Set Point Monday, 13 April
Shareholders (including the notice
convening the Scheme meeting)
Scheme meeting to be held at 14:00 Tuesday, 5 May
If the Scheme is approved and all conditions have been fulfilled
or waived (where capable of waiver)
Expected operative date of the Scheme Friday, 22 May
Expected date of issuing the Upfront Friday, 22 May
Consideration Shares to Scheme Participants
GENERAL MEETING 2015
Record date in order to be eligible to Thursday, 2 April
receive the notice of General Meeting
Circular and notice of General Meeting Monday, 13 April
posted to Torre Shareholders
Last date to trade in order to be eligible Thursday, 30
to vote at the General Meeting April
Record date in order to be eligible to vote Friday, 8 May
at the General Meeting
Last date to lodge forms of proxy for the Monday, 11 May
General Meeting by 12:00
General Meeting at 12:00 Wednesday, 13 May
Results of General Meeting released on SENS Wednesday, 13 May
Issuing of shares to Cash Issue Wednesday, 20 May
Participants on or about
Notes
1. All times indicated in this SENS 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 will not be able to be rematerialised or
dematerialised between Monday, 4 May 2015 and Friday, 8 May
2015 both days inclusive.
4. To be valid, the completed forms of proxy must be lodged
with the transfer secretaries, being Link Market Services
South Africa Proprietary Limited, 13th Floor, Rennie House,
19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844,
Johannesburg, 2000), by no later than Monday, 11 May 2015
at 12:00, alternatively, such forms of proxy may be handed
to the company secretary or chairperson of the Company at
the meeting until the commencement of the General Meeting.
Johannesburg
13 April 2015
Corporate Finance Adviser and Sponsor:
AfrAsia Corporate Finance Proprietary Limited
Date: 13/04/2015 10:00:00 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,
information disseminated through SENS.
Sharenet Sites 
