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TORRE INDUSTRIES LIMITED - Provisional reviewed condensed results for the year ended 30 June 2015

Release Date: 10/09/2015 09:05
Code(s): TOR     PDF:  
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Provisional reviewed condensed results for the year ended 30 June 2015

TORRE INDUSTRIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2012/144604/06)
Share code: TOR ISIN: ZAE000188629
("Torre" or "the Group")

PROVISIONAL REVIEWED CONDENSED RESULTS
FOR THE YEAR ENDED 30 JUNE 2015

RESULTS HIGHLIGHTS

REVENUE increased by 208% to   R1.33billion
EBITDA increased by  238% to   R192million
HEPS increased by    150% to   30.26c
FULL YEAR DPS of 7.5c
NAVPS increased by   72% to    264.95c

PROVISIONAL REVIEWED CONDENSED FINANCIAL
INFORMATION FOR THE YEAR ENDED 30 JUNE 2015

CONDENSED CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME                                   
                                                                          Reviewed     Audited
                                                                              2015        2014
For the year ended 30 June                                                   R'000       R'000
Revenue                                                                  1 332 407     433 130
Cost of sales                                                            (869 536)   (273 681)
Gross profit                                                               462 871     159 449
Other income                                                                14 608      12 275
Operating expenses                                                       (335 795)   (131 045)
Operating profit                                                           141 684      40 679
EBITDA                                                                     192 276      56 940
Depreciation, amortisation and impairments                                (50 592)    (16 261)
Income from equity accounted investments                                     1 375       1 862
Finance income                                                               7 822       4 443
Finance costs                                                             (26 620)    (10 006)
Profit before taxation                                                     124 261      36 978
Taxation                                                                  (21 854)     (8 131)
Profit after taxation                                                      102 407      28 847
Other comprehensive income/(loss):                                                         
Items that may be reclassified through profit or loss                                      
Foreign currency translation movements                                       7 536     (2 223)
Interest rate hedge fair value adjustment                                    (421)           -
Total comprehensive income for the year                                    109 522      26 624
Profit attributable to:                                                                    
Ordinary shareholders of the group                                          98 760      27 700
Non-controlling interests                                                    3 647       1 147
                                                                           102 407      28 847
Total comprehensive income attributable to:                                                
Ordinary shareholders of the group                                         105 875      25 477
Non-controlling interests                                                    3 647       1 147
                                                                           109 522      26 624
Reconciliation of attributable profit to headline earnings                                 
Profit attributable to ordinary shareholders                                98 760      27 700
Gain on bargain purchases                                                        -     (5 716)
Fair value gain on re-measurement of investments                                 -       (446)
Profit on sale of investment                                               (1 125)           -
Impairment of rental assets                                                 12 645       4 696
(Profit)/loss on the sale of property, plant and equipment                   (277)         477
Taxation                                                                   (3 279)     (1 196)
Headline earnings attributable to ordinary shareholders                    106 724      25 515

Weighted average number of shares in issue (‘000)                          352 712     211 044
Diluted weighted average number of shares in issue (‘000)                  357 448     211 044
Earnings per share (cents)                                                   28.00       13.13
Diluted earnings per share (cents)                                           27.63       13.13
Headline earnings per share (cents)                                          30.26       12.09
Diluted headline earnings per share (cents)                                  29.86       12.09
Interim dividend per share (cents)                                             3.5           -
Final dividend per share (cents) (declared 10 September 2015)                  4.0           -      


CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY                                        
                                                     
                                                      Attributable to Owners of the Company            NCI(1)       Equity      
                                                 Stated         Other                   Retained                                
                                                Capital      Reserves     FCTR(2)         Income          NCI        Total      
For the year ended 30 June                        R'000         R'000       R'000          R'000        R'000        R'000      
Balance as at 30 June 2013 (audited)            178 123         9 746           -       (13 698)         (14)      174 157      
Shares issued                                   300 262             -           -              -            -      300 262      
Share issue costs                              (12 730)             -           -              -            -     (12 730)      
Profit after taxation                                 -             -           -         27 700        1 147       28 847      
Movement in FCTR                                      -             -     (2 223)              -            -      (2 223)      
Balance as at 30 June 2014 (audited)            465 655         9 746     (2 223)         14 002        1 133      488 313      
Shares issued                                   789 247             -           -              -            -      789 247      
Share issue costs                              (10 431)             -           -              -            -     (10 431)      
Treasury shares                                (21 294)             -           -              -            -     (21 294)      
Share based payment expense                           -         1 794           -              -            -        1 794      
Interest rate hedge fair value adjustment             -         (421)           -              -            -        (421)      
NCI acquired through business combinations            -             -           -              -        2 211        2 211      
Dividends paid                                        -             -           -       (12 267)            -     (12 267)      
Transactions with NCI                                 -             -           -       (31 581)       26 410      (5 171)      
Profit after taxation                                 -             -           -         98 760        3 647      102 407      
Movement in FCTR                                      -             -       7 536              -            -        7 536      
Balance as at 30 June 2015 (reviewed)         1 223 177        11 119       5 313         68 914       33 401    1 341 924      
(1) Non-controlling interests                                                                                               
(2) Foreign currency translation reserve                                                                                    


CONDENSED CONSOLIDATED STATEMENT OF 
FINANCIAL POSITION                            
                                                                          Reviewed       Audited      
                                                                              2015          2014      
As at 30 June                                                                R'000         R'000      
ASSETS                                                                                                
Non-current assets                                                       1 123 820       521 894      
Property, plant and equipment                                              155 984        66 444      
Rental assets                                                              200 233       149 680      
Intangible assets                                                          175 889        61 975      
Goodwill                                                                   527 953       200 471      
Deferred tax                                                                30 923        25 643      
Finance leases                                                              26 115        11 892      
Investment in associates                                                     4 870         3 631      
Other financial assets                                                       1 853         2 158      
Current assets                                                             848 252       434 937      
Inventories                                                                413 886       212 072      
Trade and other receivables                                                311 918       113 817      
Cash and cash equivalents                                                   90 343        98 404      
Other financial assets                                                      32 105        10 644      
TOTAL ASSETS                                                             1 972 072       956 831      
EQUITY AND LIABILITIES                                                                               
Total equity                                                             1 341 924       488 313      
Equity Attributable to owners of the Company                             1 308 523       487 180      
Stated capital                                                           1 223 177       465 655      
Foreign currency translation reserve                                         5 313       (2 223)      
Other reserves                                                              11 119         9 746      
Retained income                                                             68 914        14 002      
Non-controlling interests                                                   33 401         1 133      
Non-current liabilities                                                    103 225       204 350      
Interest bearing borrowings                                                 11 541       108 512      
Deferred purchase consideration                                             21 935        61 196      
Deferred tax                                                                67 081        28 365      
Other financial liabilities                                                  2 668         6 277      
Current liabilities                                                        526 923       264 168      
Interest bearing borrowings                                                 30 057        14 769      
Bank overdraft                                                              14 665        41 420      
Deferred purchase consideration                                             47 655        22 955      
Taxation payable                                                             1 122         3 214      
Trade and other payables                                                   430 334       149 918      
Other financial liabilities                                                  3 090        31 892      
TOTAL EQUITY AND LIABILITIES                                             1 972 072       956 831      
Number of shares in issue                                              506 490 226   316 726 094      
Net asset value per share (cents)                                           264.95        154.18      
Net tangible asset value per share (cents)                                  125.98         71.31      


CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS                                               
                                                                          Reviewed       Audited      
                                                                              2015          2014      
For the year ended 30 June                                                   R'000         R'000      
Net cash flow from operating activities                                    117 016        19 103      
Cash generated from trading                                                178 101        71 561      
Net working capital movements                                             (37 497)      (45 464)      
Net finance costs and taxation paid                                       (23 588)       (6 994)      
Net cash flow from investing activities                                  (248 858)     (308 286)      
Acquisition of property, plant and equipment and rental assets           (118 464)      (34 458)      
Proceeds on sale of investment and assets                                    2 015         2 010      
Decrease in financial liabilities                                         (28 060)         (185)      
Acquisition of business operations                                       (104 349)     (268 618)      
Increase in other investing activities                                           -       (7 035)      
Net cash flow from financing activities                                    150 202       326 448      
Proceeds from shares issued                                                331 082       287 533      
(Decrease)/increase in interest bearing borrowings                       (124 592)        96 859      
Dividends paid                                                            (12 267)             -      
Decrease in other financing activities                                    (44 021)      (57 944)      
Total cash movement for the year                                            18 360        37 265      
Cash at the beginning of the year                                           56 984        20 240      
Effect of exchange rate movement on cash balances                              334         (521)      
Net cash at the end of the year                                             75 678        56 984      


NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES
   The provisional reviewed condensed financial information has been prepared in accordance 
   with the framework concepts, the measurement and recognition requirements of International
   Financial Reporting Standards (IFRS), and specifically the disclosure requirements of IAS 34, 
   the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and 
   Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, 
   the listings requirements of the JSE Limited ("JSE")  for provisional reports, and the 
   requirements of the South African Companies Act 71 of 2008 ("Companies Act"). 
   The accounting policies are consistent with the annual financial statements for
   the year ended 30 June 2014, taking into account the various amendments now effective. 
   The adoption of new and amended accounting standards which are effective for the current 
   financial year has not had any material impact on the financial information. The directors 
   take full responsibility for the preparation of the provisional financial information.

2. FINANCIAL PREPARATION AND REVIEW
   These results have been prepared by S Mansingh CA (SA), Group Financial Manager, which 
   preparation was supervised by SR Midlane CA (SA), the Chief Financial Officer. 
   The results were approved by the board of directors on 9 September 2015.
   
   The provisional financial information has been reviewed in terms of ISRE 2410 by 
   Deloitte & Touche, the Group's auditors. An unmodified conclusion has been issued by
   Deloitte & Touche. This review conclusion does not necessarily cover all the information 
   contained in this announcement and shareholders are therefore advised that in order to 
   obtain full understanding of the nature of the auditor's work they should
   obtain a copy of the review conclusion together with the financial information from 
   the registered office of the Company.

3. SEGMENT INFORMATION
   Segments are consistent with the disclosure at 30 June 2014 and consist of Plant and 
   Equipment, Services and Supplies and Financial Solutions. Central and Eliminations deal 
   with other business not forming part of a distinct segment. Segment results have largely 
   been impacted by the inclusion of the full year's results of acquisitions concluded in 
   the prior period. Operating profit is the key measure of segmental performance.
   For the operations acquired in the current financial year, Elephant Lifting Equipment,
   acquired 1 January 2015, has been included in the Plant and Equipment segment and Set Point, 
   acquired 1 May 2015, has been included in the Services and Supplies segment.
   
   SEGMENT REPORT
                                                                  Reviewed      Audited
                                                                      2015         2014
                                                                     R'000        R'000
   Segment revenue                                                           
    Plant and Equipment                                            455 613      169 188
    Services and Supplies                                          874 151      263 942
    Financial Solutions                                              6 032            -
    Central and Eliminations                                       (3 389)            -
                                                                 1 332 407      433 130
   Segment operating profit                    
    Plant and Equipment                                             49 335       11 899
    Services and Supplies                                           82 204       28 456
    Financial Solutions                                              3 266            -
    Central and Eliminations                                         6 879          324
                                                                   141 684       40 679
   Segment assets                                     
    Plant and Equipment                                            855 282      338 763
    Services and Supplies                                        1 102 896      556 538
    Financial Solutions                                             10 860            -
    Central and Eliminations                                         3 034       61 530
                                                                 1 972 072      956 831
   Segment liabilities                                
    Plant and Equipment                                            504 035      159 060
    Services and Supplies                                          658 232      225 214
    Financial Solutions                                             10 283            -
    Central and Eliminations                                     (542 402)       84 244
                                                                   630 148      468 518
   Segment depreciation, amortisation and impairments 
    Plant and Equipment                                             27 301       12 941
    Services and Supplies                                           17 263        3 268
    Financial Solutions                                              1 439            -
    Central and Eliminations                                         4 589           52
                                                                    50 592       16 261
4.  BUSINESS COMBINATIONS                                                           
                                                          Elephant Lifting                
                                              Set Point          Equipment        Other   
                                                  R'000              R'000        R'000   
    Non-current assets                          180 453             26 637       14 930   
    Current assets                              209 504             66 835        2 251   
    Non-current liabilities                    (38 208)            (5 774)            -   
    Current liabilities                       (187 131)           (20 910)     (10 463)   
    Fair value of net assets acquired           164 618             66 788        6 718   
    Non-controlling interests                   (2 211)                  -            -   
    Fair value of purchase consideration        333 000            180 000       32 750   
    Goodwill                                    170 593            113 212       26 032   
      
    On 1 May 2015, the Group gained control of 100% of the share capital of Set Point Group 
    Proprietary Limited for R333 million (74 million shares at R4.50 per share being the 
    fair value at as 1 May 2015), which is included in the Services and Supplies segment. 
    The acquired business has contributed R91 million of revenue to the group results. 
    It has also contributed R14 million to the group operating profit for the period 
    from 1 May 2015 to 30 June 2015.
    
    On 1 January 2015, the Group gained control of 100% of the share capital of Elephant 
    Lifting Equipment Proprietary Limited for R180 million (R126 million cash, R24 million 
    shares, (6 million shares at R3.93 per share) and R30 million deferred), which is 
    included in the Plant and Equipment segment. The acquired business has contributed 
    R79 million of revenue to the group results. It has also contributed R18 million to
    the group operating profit for the period from 1 January 2015 to 30 June 2015.
    
    On a pro-forma basis, had these acquisitions been included for the full financial year, 
    revenue contribution from these businesses would have been R702 million, whilst net 
    operating profit contribution would have been R117 million. Other acquisitions 
    completed in the financial year were Minosucra SARL, DR Forklifts and Transport et 
    Negoce Ivoirien ("TNI"). Fair value of net assets acquired as well as the purchase 
    consideration of all acquisitions are provisional in terms of IFRS 3 
    Business Combinations.

5. MATERIAL BALANCE SHEET MOVEMENTS
   Stated capital has increased with the share based payments for the acquisition 
   of businesses, mainly Set Point amounting to R333 million and
   the issues of shares under a private placement in May 2015 of R349 million. 
   R21 million was paid out for the purchase of treasury shares in
   June 2015, under the Company's general authority.
   
   Goodwill increased as a result of the acquisition of Minosucra SARL, DR Forklifts, 
   TNI, Elephant Lifting Equipment and Set Point, as well as IFRS 3 provisional 
   measurement adjustments (R15 million) relating to the acquisition of Control 
   Instruments Group and Manhand SA. Intangible assets, trade and other receivables, 
   inventories and trade and other payables have all increased as a result of 
   the acquisitions. Transaction with non-controlling interest relate to the
    change in shareholding in Power Parts and Torre Equipment Africa.
   
   Interest bearing borrowings have decreased as a result of the repayment of 
   the Absa term facilities.

6. SUBSEQUENT EVENTS
   There are no adjusting or other material events that have occurred since 
   30 June 2015 which have a financial impact on the financial information presented.

7. OTHER
   There are no material contingencies, commitments nor legal matters to report. 
   The only material related party transaction which took place related to the 
   acquisition of Set Point and this was specifically dealt with through an 
   independent fairness opinion included in a circular and approved at the 
   shareholder meeting in May 2015. Other related party transactions include 
   directors' remuneration, rent and consulting services incurred by the Group.
   
   The Group does not have any material items reported at fair value at year end. 
   Certain financial instruments, being foreign exchange contracts
   and interest rate swaps are measured at fair value using Level II inputs. 
   There are no level I or Level III reported fair value measures.

COMMENTARY

INTRODUCTION
Torre Industries Limited is a JSE-listed industrial group that specialises in:
- the value added distribution of branded capital equipment, either for rental 
  or sale;
- the supply of critical parts and support services to the automotive, mining, 
  construction and industrial sectors; and
- the provision of specialised financial solutions to assist customers in 
  financing their capital programs.

Torre is headquartered in City Deep, Johannesburg and employs over 1500 staff with 
a physical presence in 14 African countries, including
South Africa.

HIGHLIGHTS
Key achievements for the year include, inter alia:
- revenue, EBITDA and HEPS growth of 208%, 238% and 150% respectively;
- a final dividend of R0.04 per share, declared 10 September 2015, resulting in 
  an attributable full year dividend of R0.075 per share;
- the successful turnaround of Torre Parts and Components 
  (previously Torre Automotive);
- the acquisitions of Elephant Lifting Equipment and Set Point;
- the placement of R349m of new Torre shares with Mineworkers Investment 
  Company and Safika Holdings; and
- an increased level of BEE ownership in the Group to 27.1%.

FINANCIAL REVIEW
The Group delivered results in line with internal targets as a result of the 
successful integration of the various acquisitions that have been
completed since listing in November 2012. This was despite an external operating 
environment that was extremely difficult throughout the
year in all the markets in which the Group operates.

REVENUE AND EBITDA
Group revenue grew by R899 million to R1.33 billion, predominantly driven by 
the  full year inclusion of acquisitions completed in the prior
year, in particular Torre Parts and Components (previously Torre Automotive). 
This pattern will continue in the new financial year as Elephant
Lifting Equipment and Set Point will be included for the full year.
In addition all business units grew revenue organically from 
the prior year.

Other income was mainly as a result of once-off adjustments to the TGS 
deferred purchase consideration liability and a loan write off, which
was off-set by impairment losses of rental assets.

EBITDA grew by R136 million to R192 million with satisfactory performances from 
most business units in the second half, in particular SA French, Manhand, Torre 
Equipment Africa (previously Kanu Equipment) and Torre Automotive.

CASH AND DEBT
The Group's cash generated from operating activities increased to 
R117 million compared to R19 million in the prior year. In addition the 
Group raised R363 million of new equity via the issue of new shares for cash. 
The proceeds of the share issue were used to repay R235 million of the
Absa term facilities. Absa have subsequently provided the Group with R400m 
of committed term facilities as well as various working capital
lines and uncommitted facilities.

At year end the Group ended with a net cash (cash and cash equivalents less 
interest bearing borrowings) position of R34 million, representing
a net cash-to-equity ratio of 3%, compared to 17% net debt-to equity ratio as 
at 31 December 2014. The Group achieved an interest cover
ratio of 10x for the period.

REVIEW OF OPERATIONS

PLANT AND EQUIPMENT
Torre Equipment Africa
In the second half of the year the West and Central African businesses of 
Kanu Equipment were merged with the TGS operation in Zimbabwe to form 
Torre Equipment Africa. The normalisation of the environment in 
Sierra Leone and Liberia facilitated the launch of our operations in
those markets and both contributed profitably to Group results. 
Ivory Coast continued to perform well, while Ghana and Congo 
experienced softer markets.

SA French
SA French delivered its strongest performance since the 2008 financial crisis, 
with a performance that was ahead of budget. This was driven by full utilisation 
of its rental fleet, consistent tower crane sales throughout the year, tight 
cost control and an enhanced focus on service and support.

Elephant Lifting Equipment
Elephant contributed satisfactorily to Group profits and cash flow in 
the second half following the completion of its acquisition effective
1 January 2015. The distress in the mining and oil & gas sectors is 
however expected to have a particularly negative impact on this business
unit in the new financial year.

Manhand
Manhand performed well in the second half, despite a generally tough 
environment for the forklift market in South Africa. Costs have been
kept under control and a consistent level of sales can now be forecast
each month at a higher level than in the past. The operation is also
investing in the expansion of the rental fleet to meet the increased 
demand for our cost effective range of forklifts.

The Group has taken the initiative to consolidate SA French, Elephant Lifting 
and Manhand into a single unit to be named Torre Lifting Solutions. A number of 
cost and revenue efficiencies are expected to be realised from this initiative.

SERVICES AND SUPPLIES
Torre Parts and Components
Torre Parts and Components had a strong year, performing ahead of the 
budget that was set when Control Instruments was acquired. The management 
team have done an admirable job in repositioning this business unit in a 
tough trading environment and a number of new opportunities are currently 
being developed to further strengthen its competitive position. 
In the new financial year certain business units from Set Point have 
been merged into Torre Parts and Components.

Tractor and Grader Supplies (TGS)
TGS had a difficult year as a result of the strikes in the mining industry 
and the slowdown in the mining sector from the decrease in commodity prices.
A stringent focus on costs resulted in an improved profit performance in the 
second half and a strengthened management team will continue with this 
focus in the new financial year.

Set Point
The Set Point acquisition was effective from 1 May 2015. Set Point performed in 
line with budget for the 2 months in which its results were consolidated into the 
Group results. In the new financial year a number of initiatives have been launched 
to consolidate smaller business units from Set Point with existing Torre 
operations and to combine and rationalise the Torre and Set Point head 
offices structures.

FINANCIAL SOLUTIONS
Torre Capital
Torre Capital commenced operations in August 2014 with an initial focus on providing 
rentals and finance leases to Manhand customers. In the new financial year a third 
party credit fund has been launched to attract external investors and to provide 
financing to our customers in Africa externally from the Group balance sheet. 
In the new financial year, Torre Capital will be included in Central and Eliminations 
and there will be no Financial Solutions segment going forward.

FINANCIAL ASSISTANCE
Notice is hereby given in terms of section 45 (5) (a) of the Companies Act that the 
Board of the Company at a meeting held on 9 September 2015 authorised and ratified the 
Company to provide financial assistance to its subsidiary companies in terms of 
section 45 of the Companies Act, pursuant to the authority granted to the Board by 
shareholders on 10 December 2014. The approved financial assistance included
guarantees on behalf of Group companies and general facilities and loans to Group 
companies already provided totaling R403 million. Further approval was authorised to 
provide financial assistance in a maximum aggregate amount of R750 million, on 
terms and conditions approved by the Board, as determined by any executive director 
of the Company from time to time under delegated authority, until the Board meeting
scheduled for 8 December 2015.

PROSPECTS
The annualisation of the Elephant Lifting Equipment and Set Point acquisitions are 
expected to underpin an increase in profitability in the new financial year, 
notwithstanding an expected continuation of challenging trading conditions. In addition our 
strong balance sheet and access to substantial committed credit facilities mean that we 
are well positioned to take advantage of investment opportunities at this low 
point in the cycle.

Any forward-looking statements in this announcement have not been reviewed nor audited by 
the Company's Auditors.

GROUP REORGANISATION
In the period between 30 June 2015 and the date of this report an internal reorganisation 
has been initiated in which various Set Point business units have been merged with existing 
Torre business units. In addition the head offices of Torre and Set Point have been combined
and rationalised and the operating segments of the Group have been reorganised into 
Capital Equipment, Parts & Components and Analytical Services. As part of this process the 
Financial Solutions segment has been included in Central and Eliminations as it is no 
longer significant and reported as a separate segment.

DIVIDEND POLICY
In accordance with the policy of having dividends covered 4 times by headline earnings
per share, notice is hereby given that the Board declared a final cash dividend of 4 cents 
per share (3.4 cents net of dividend withholding tax if applicable) for the 6 month 
period ended 30 June 2015 ("Final Dividend"). This dividend was declared on 
10 September 2015.

The Final Dividend will be payable to shareholders recorded in the register of the Company 
at the close of business on the record date appearing below. This dividend has been declared 
from income reserves of the Company.

The number of ordinary shares in issue at the date of this declaration is 506,490,226. 
The final dividend of 4 cents will result in a net dividend of 3.4 cents per share for those 
shareholders who are not exempt from dividend withholding tax which is at a rate of 15%.

The salient dates applicable to the Final Dividend are as follows:

Finalisation announcement date:                                   Thursday, 10 September 2015
Last date to trade cum dividend:                                    Friday, 25 September 2015
Shares commence trading ex-dividend:                                Monday, 28 September 2015
Record date:                                                           Friday, 2 October 2015
Payment Date:                                                          Monday, 5 October 2015
Rematerialised/Dematerialised dates:      Monday, 28 September 2015 to Friday, 2 October 2015

No share certificates may be dematerialised or rematerialised between Monday, 28 September 2015 
and Friday, 2 October 2015 both days inclusive. Dividend cheques will be posted and electronic 
payments made, where applicable, to certificated shareholders on the payment date.

Dematerialised shareholders will have their accounts with their Central Securities Depository 
Participant or broker credited on the payment date. The Company`s income tax reference 
number is 9698735157.

DIRECTORATE
On 30 April 2015 Mr Joseph Fizelle and Mr Craig Lyons resigned as directors of Torre. 
The Board expresses its deep appreciation to both for the valuable contributions that they made 
to the Group since 2007 and 2012 respectively.

On 30 April 2015 Mrs Lindiwe Bakoro was appointed as an independent non-executive director and on 
13 May 2015 Mrs Mary Bomela, Mr Nchaupe Khaole and Mr Oren Fuchs (as their alternate) were 
appointed as non-executive directors of Torre.

Mr Peter van Zyl has indicated that he will stand down as Chairman of the Board following 
the next Annual General Meeting scheduled for 8 December 2015. The Board has resolved to appoint 
Mr Christopher Seabrooke in his place as Chairman of the Board. In line with good
corporate governance, Mr Peter van Zyl will take over as Chairman of the Remuneration Committee and 
Mr Christopher Seabrooke will take
over as Chairman of the Nominations Committee.

APPRECIATION
We are grateful for the support provided to the Group by our employees, customers, suppliers, 
shareholders and banking partners. The quality of our business units, products and key stakeholders 
allows us to move forward with confidence into the new financial year.

On behalf of the Board

CE Pettit                       SR Midlane
Chief Executive Officer         Chief Financial Officer
10 September 2015

Directors
PJ van Zyl (Chairman)#, CE Pettit (Chief Executive Officer), SR Midlane 
(Chief Financial Officer), CS Seabrooke#, MM Ngoasheng#,
LE Bakoro#, MS Bomela*, N Khaole*, O Fuchs* (alternate)
* Non-executive
# Independent non-executive

Company Secretary
Sean Graham

Registered Office
59 Merino Avenue, City Deep, Johannesburg, 2197, South Africa

Sponsor and Corporate Finance Adviser
Stellar Advisers (Pty) Ltd

Transfer secretaries
Link Market Services South Africa (Pty) Ltd
Date: 10/09/2015 09:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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