TORRE INDUSTRIES LIMITED - Disposal of investment in Masimong Chemicals

Disposal of investment in Masimong Chemicals

Torre Industries Limited
Incorporated in the Republic of South Africa
(Registration number 2012/144604/06)
Share code: TOR     ISIN: ZAE000188629
("Torre" or the "the Company")


DISPOSAL OF INVESTMENT IN MASIMONG CHEMICALS


1.   Introduction

Shareholders are referred to the announcement released on the
Stock Exchange News Service on 13 November 2015 in which they
were advised that Torre Capital Proprietary Limited ("Torre
Capital"), a subsidiary of Torre, had acquired preference
shares in Masimong Chemicals Proprietary Limited ("Chemicals")
for a consideration of R45 million("Chemicals Preference
Shares"). The acquisition of the Chemicals Preference Shares
represents a 10% indirect holding by Torre in the ordinary
shares of Rolfes Holdings Limited, to which the Chemicals
Preference Shares are linked.

Rolfes’ business comprises the manufacture and distribution of
organic and inorganic pigments, synthetic resins and other
speciality chemicals and silica.

1.1. The Chemicals Disposal

Torre, acting through Torre Capital, has entered into an
agreement in terms of which it will dispose of the Chemicals
Preference Shares for a cash consideration of R 47 037 036 and
a cost contribution of R 409 319, both of which will be
entirely cash settled (the "Chemicals Disposal"). Torre Capital
will dispose of the Chemicals Preference Shares to Sabvest
Finance and Guarantee Corporation Proprietary Limited
("Sabvest"), a wholly-owned subsidiary of Sabvest Limited, as
to 50% of the preference shares, and to Masimong Group Holdings
Proprietary Limited as to the remaining 50%.

The proceeds from the Chemicals Disposal will be utilised by
Torre to reduce interest bearing borrowings.

The effective and closing date of the Chemicals Disposal is 29
February 2016.

1.2. Rationale for the Chemicals Disposal

The board of Torre has determined that the indirect investment
in Rolfes is not an optimal fit for Torre in the current market
environment.

1.3. Conditions Precedent

There are no outstanding conditions precedent to the Chemicals
Disposal.

1.4. Small Related Party Transaction

Sabvest is a material shareholder in Torre and the disposal of
the Chemicals preference shares to Sabvest constitutes a small
related party transaction for the Company.

Accordingly, the board of directors of Torre has appointed PSG
Capital Proprietary Limited ("PSG Capital") as the independent
professional expert to opine on the terms of the Chemicals
Disposal insofar as the shareholders of Torre are concerned.

PSG Capital has determined that the terms of the Chemicals
Disposal are fair to the shareholders of the Company. A copy of
the opinion is available for inspection at Torre’s registered
office, as well as at the office of the sponsor of Torre for a
period of 28 days as from the date of this announcement.

1.5. Profits attributable and value of net assets of Chemicals

The value of the net assets of, and the net loss attributable
to, Chemicals per management accounts for the 12 months period
ended 31 December 2015 are R160 366 471 and R58 311
respectively.


Rosebank, Johannesburg
29 February 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 29/02/2016 04:18:00 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.