Wrap Text
Unaudited interim results ended 31 December 2015 including scrip distribution or cash dividend alternative
TORRE INDUSTRIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2012/144604/06)
Share code: TOR ISIN: ZAE000188629
("Torre" or "the Group")
UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS FOR THE SIX
MONTHS ENDED 31 DECEMBER 2015 INCLUDING ANNOUNCEMENT OF SCRIP
DISTRIBUTION OR CASH DIVIDEND ALTERNATIVE
RESULTS HIGHLIGHTS
REVENUE up 82% to R1,024 million
EBITDA up 60% to R140 million
HEPS up 5% to 15.12 cents
DPS maintained at 3.5 cents
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited 6 Unaudited 6 Audited 12
months ended 31 months ended 31 months ended 30
December 2015 December 2014 June 2015
R'000 R'000 R'000
Revenue 1 024 265 562 402 1 332 407
Cost of sales (664 765) (367 833) (869 536)
Gross profit 359 500 194 569 462 871
Other income 6 542 16 458 14 608
Operating expenses (258 794) (138 912) (335 795)
Results from operating activities 107 248 72 115 141 684
EBITDA 139 920 87 234 192 276
Depreciation, amortisation and impairments 32 672 15 119 50 592
Income/(loss) from equity accounted
investments 1 090 (1 577) 1 375
Finance income 4 533 3 008 7 822
Finance costs (11 657) (10 996) (26 620)
Profit before taxation 101 214 62 550 124 261
Taxation (16 608) (13 578) (21 854)
Profit after taxation 84 606 48 972 102 407
Other comprehensive income:
Items that may be reclassified through profit
or loss
Foreign currency translation movements 63 911 (782) 7 536
Interest rate hedge fair value adjustment - (570) (421)
Total comprehensive income for the period 148 517 47 620 109 522
Profit attributable to:
Ordinary shareholders of the group 75 802 47 643 98 760
Non-controlling interest 8 804 1 329 3 647
84 606 48 972 102 407
Total comprehensive income attributable to:
Ordinary shareholders of the group 120 604 46 291 105 875
Non-controlling interest 27 913 1 329 3 647
148 517 47 620 109 522
Reconciliation of attributable profit to
headline earnings
Profit attributable to ordinary shareholders 75 802 47 643 98 760
Profit on sale of investment - (1 125) (1 125)
Impairment of property, plant and
equipment - - 12 645
Loss/(profit) on the sale of property, plant
and equipment 360 (78) (277)
Taxation (90) 22 (3 279)
Headline earnings attributable to ordinary
shareholders 76 072 46 462 106 724
Weighted average number of shares in issue
('000) 503 239 323 488 352 712
Diluted weighted average number of shares in
issue ('000) 508 185 323 488 357 448
Earnings per share (cents) 15.06 14.73 28.00
Diluted earnings per share (cents) 14.92 14.73 27.63
Headline earnings per share (cents) 15.12 14.36 30.26
Diluted headline earnings per share (cents) 14.97 14.36 29.86
Dividend per share (cents) 3.50 3.50 7.50
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to Owners of the Company NCI Total Equity
Stated FCTR Other Retained NCI Total
Capital Reserves income
R'000 R'000 R'000 R'000 R'000 R'000
Balance as at 30 June 2014 (audited) 465 655 (2 223) 9 746 14 002 1 133 488 313
Shares issued 49 453 49 453
Share based payment expense 437 437
Interest rate hedge fair value adjustment (570) (570)
Profit for the period 47 643 1 329 48 972
Transactions with NCI (5 159) (423) (5 582)
Movement in FCTR (782) (782)
Balance as at 31 December 2014 (unaudited) 515 108 (3 005) 9 613 56 486 2 039 580 241
Shares issued 739 794 739 794
Share issue costs (10 431) (10 431)
Treasury shares purchased (21 294) (21 294)
Share based payment expense 1 357 1 357
NCI acquire through business combinations 2 211 2 211
Interest rate hedge fair value adjustment 149 149
Dividends paid (12 267) (12 267)
Profit for the period 51 117 2 318 53 435
Transactions with NCI (26 422) 26 833 411
Movement in FCTR 8 318 8 318
Balance as at 30 June 2015 (audited) 1 223 177 5 313 11 119 68 914 33 401 1 341 924
Treasury shares sold 22 649 22 649
Share based payment expense 2 721 2 721
Dividends paid (20 260) (20 260)
Profit for the period 75 802 8 804 84 606
Movement in FCTR 44 802 19 109 63 911
Balance as at 31 December 2015 (unaudited) 1 245 826 50 115 13 840 124 456 61 314 1 495 551
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited as at Unaudited as at Audited as at
31 December 2015 31 December 2014 30 June 2015
R'000 R'000 R'000
ASSETS
Non-current assets 1 303 654 641 731 1 123 820
Property, plant and equipment 155 951 73 431 155 984
Rental assets 281 379 179 757 200 233
Intangible assets 170 075 61 280 175 889
Goodwill 603 120 247 194 527 953
Deferred tax 21 604 23 184 30 923
Finance lease receivables 22 615 27 588 26 115
Investment in associates 47 223 2 096 4 870
Other non-current assets 1 687 27 201 1 853
Current assets 919 095 437 475 848 252
Inventories 451 585 244 259 413 886
Trade receivables and other current assets 381 021 138 675 321 949
Cash and cash equivalents 62 304 53 052 90 343
Finance lease receivables 24 185 1 489 22 074
Non-current assets held for sale 46 836 - -
TOTAL ASSETS 2 269 585 1 079 206 1 972 072
EQUITY AND LIABILITIES
Total equity 1 495 551 580 241 1 341 924
Equity attributable to owners of the company 1 434 237 578 202 1 308 523
Stated capital 1 245 826 515 108 1 223 177
Foreign currency translation reserve 50 115 (3 005) 5 313
Other reserves 13 840 9 613 11 119
Retained income 124 456 56 486 68 914
Non-Controlling Interests 61 314 2 039 33 401
Non-current liabilities 228 850 216 218 103 225
Interest bearing borrowings 126 368 107 396 11 541
Deferred purchase consideration 30 248 62 060 21 935
Deferred tax 66 881 43 524 67 081
Other financial liabilities 5 353 3 238 2 668
Current liabilities 545 184 282 747 526 923
Interest bearing borrowings 19 269 25 665 30 057
Bank overdraft 113 325 20 687 14 665
Deferred purchase consideration 45 328 10 981 47 655
Taxation payable 4 254 3 422 1 122
Trade and other payables 361 596 195 393 430 334
Other financial liabilities 1 412 26 599 3 090
TOTAL EQUITY AND LIABILITIES 2 269 585 1 079 206 1 972 072
Number of shares in issue 506 490 226 334 823 794 506 490 226
Net asset value per share (cents) 295.28 173.30 264.95
Net tangible asset value per share (cents) 142.62 81.17 125.98
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited 6 Unaudited 6 Audited 12
months ended months ended months
31 December 31 December ended 30
2015 2014 June 2015
R'000 R'000 R'000
Net cash flow from operating activities 10 128 47 888 117 016
Cash generated from trading 119 343 61 470 178 101
Net working capital movements (99 617) (3 024) (37 497)
Net finance costs and taxation paid (9 598) (10 558) (23 588)
Net cash flow from investing activities (220 615) (95 933) (248 858)
Capital expenditure on property, plant, equipment
and rental assets (76 200) (51 488) (118 464)
Acquisition of business operations (16 489) - (104 349)
Increase in investments and associates (86 464) - -
Increase in financial assets (43 505) (25 000) -
Decrease in financial liabilities (4 953) (18 694) (28 060)
Other investing activities 6 996 (751) 2 015
Net cash flow from financing activities 84 554 22 960 150 202
Proceeds from shares issued - 14 250 352 376
Treasury shares sold/(purchased) 22 649 - (21 294)
Increase/(decrease) in interest bearing borrowings 74 196 9 780 (124 592)
Dividends paid (20 260) - (12 267)
Other financing activities 7 969 (1 070) (44 021)
Total cash movement for the period (125 933) (25 085) 18 360
Cash at the beginning of the period 75 678 56 984 56 984
Effect of exchange rate movement on cash balances (766) 466 334
Net (overdraft)/cash at the end of the period (51 021) 32 365 75 678
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
The unaudited 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"), and the requirements of the South African Companies
Act 71 of 2008 as amended ("Companies Act"). The accounting policies are consistent with the
annual financial statements for the year ended 30 June 2015, taking into account the various
amendments now effective. The adoption of new and amended accounting standards has not
had any material impact on the financial information. The directors take full responsibility for the
preparation of this results announcement.
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 2 March 2016.
The condensed financial information has not been reviewed or audited by Deloitte & Touche, the
Group's auditors.
3. SEGMENT REPORT
Segments disclosure has been revised from 1 July 2015 and now consists of Capital Equipment
(previously Plant and Equipment), Parts and Components (previously Services and Supplies),
and Analytical Services (previously included in Services and Supplies). Comparative information
has been restated. Central and eliminations (inclusive of the previous Financial Solutions segment)
deal with other business not forming part of a distinct segment. Segment results have largely been
impacted by acquisitions concluded in the last financial year. Operating profit is the key measure of
segmental performance.
Segment Report
Unaudited Restated Restated June
December 2015 December 2014 2015
R'000 R'000 R'000
Segment revenue
Capital Equipment 408 780 160 145 479 673
Parts and Components 445 982 400 425 812 564
Analytical Services 174 039 - 48 532
Central and Eliminations (4 536) 1 832 (8 362)
1 024 265 562 402 1 332 407
Segment operating profit
Capital Equipment 49 415 20 629 50 851
Parts and Components 32 028 40 027 69 555
Analytical Services 27 015 - 9 308
Central and Eliminations (1 210) 11 459 11 970
107 248 72 115 141 684
Segment assets
Capital Equipment 1 380 910 478 955 1 120 494
Parts and Components 847 488 536 236 900 881
Analytical Services 355 949 - 343 873
Central and Eliminations (314 762) 64 015 (393 176)
2 269 585 1 079 206 1 972 072
Segment liabilities
Capital Equipment 694 891 264 505 538 695
Parts and Components 468 204 211 242 484 280
Analytical Services 133 556 - 125 765
Central and Eliminations (522 617) 23 218 (518 592)
774 034 498 965 630 148
Segment depreciation, amortisation
and impairments
Capital Equipment 12 384 6 949 29 231
Parts and Components 8 837 7 209 15 644
Analytical Services 9 393 - 3 005
Central and Eliminations 2 058 961 2 713
32 672 15 119 50 592
Revenue generated for the six months to 31 December 2015 was R737 million from South Africa
and R287 million from the rest of the world.
4. BUSINESS COMBINATION
Business Combinations
Equipment
Sales and
Services
R'000
Non-current assets 4 281
Current assets 27 096
Non-current liabilities (18 663)
Current liabilities (51 962)
Fair value of net assets acquired (39 248)
Fair value of purchase consideration 34 903
Goodwill 74 151
On 1 November 2015, the group gained control of 100% of the share capital of Equipment Sales
and Services Proprietary Limited (Botswana) ("Equipment Sales and Services") for R35 million
which is included in the Capital Equipment segment. The fair value of net assets acquired
as well as the purchase consideration are provisional in terms of IFRS 3 Business Combinations.
5. MATERIAL BALANCE SHEET MOVEMENTS
Stated capital has increased since 30 June 2015 as a result of treasury shares sold for
R22.6 million in October 2015.
Goodwill increased since 30 June 2015 mainly as a result of the acquisition of Equipment Sales
and Services. Investment in associates increased mainly due to the investment in Stellar
Equipment Finance Limited. Non-current assets held for sale relates to the investment in
Masimong Chemicals (Pty) Ltd ("Masimong"). The investment in Masimong has subsequently
been disposed of as announced on SENS on 29 February 2016.
Interest bearing borrowings have increased as a result of acquisitions, investments
and capital expenditure.
6. SUBSEQUENT EVENTS
There are no adjusting events that have occurred since 31 December 2015 which have a
financial impact on the financial information presented. Material events since 31 December 2015
include the sale of the investment in Masimong as noted above and the acquisition of the
remaining 20.43% in Torre Equipment Africa as announced on SENS on 4 January 2016.
7. OTHER
There are no material contingencies, commitments nor legal matters to report. 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 as at 31 December 2015.
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 is a JSE-listed industrial group that specialises in:
- the value added sale and rental of branded capital equipment;
- the supply of top quality parts and components to the equipment and automotive
aftermarkets; and
- the provision of critical analytical and testing services to the mining and industrial
markets.
Torre is headquartered in Modderfontein, Johannesburg and employs over 1600 staff with a
physical presence in 14 African countries.
HIGHLIGHTS
Key achievements of the interim period include, inter alia:
- substantial growth in revenue, EBITDA and profit after tax from the prior comparable
period;
- respectable growth in HEPS of 5% taking into account the difficult trading environment
and the additional shares issued for the Set Point acquisition in May 2015;
- the integration of Set Point group into Torre and the reorganisation of various business
units into three operating segments of Capital Equipment, Parts and Components and
Analytical Services;
- continued expansion of our market leading African network via Torre Equipment Africa;
and
- maintenance of interim dividend at 3.5 cents per share.
FINANCIAL REVIEW
The Group delivered positive results in extremely challenging markets.
Operational performance was generally satisfactory across the Group although further integration
benefits from prior period acquisitions are expected to flow through in the second half of the
financial year.
REVENUE
Group revenue grew by R462 million to R1,024 million (December 2014: R562 million) when compared
to the same period in the prior year. A strong performance from Torre Equipment Africa and inclusion
of the former Set Point Group for the full period contributed to this increase.
OPERATING PROFIT
Operating profit grew by R35 million to R107 million (December 2014: R72 million) when compared to the same period in the
prior year. In addition, other income of R6 million was recognised, mainly as a result of a final
adjustment to the deferred purchase consideration liability associated with the acquisition of
Tractor and Grader Supplies. Net profit for the period increased from R49 million to R85 million,
with an increase in headline earnings per share from 14.36 cents to 15.12 cents.
CASH AND DEBT
During the period under review the Group's cash generated from operating activities was R10
million for the six month period. As a result of various investments made in the period, the Group
ended the period with a net overdraft balance of R51 million compared to a net cash balance of
R76 million as at 30 June 2015, and net debt (interest bearing borrowings less net cash and cash
equivalents) of R197 million, representing a net debt-to-equity ratio of 14%, compared to 3% as
at 30 June 2015.
GOODWILL
During the period under review Goodwill increased by R75 million from 30 June 2015 mainly as a result
of the acquisition of Equipment Sales and Services.
REVIEW OF OPERATIONS
CAPITAL EQUIPMENT
Torre Lifting Solutions ("TLS")
TLS is the umbrella business unit for SA French, Elephant Lifting and Manhand. The unit is the
leading tower crane distributor in Southern Africa; has a strong franchise in lifting and rigging
equipment; and offers a cost effective range of forklifts and warehousing equipment. This unit
underperformed in the interim period but is expected to return to budget in the second half of the
financial year based on order pipeline and further rationalisation benefits from the combination of
various administrative functions into a single structure.
Torre Equipment Africa ("TEA")
TEA is a leading distributor of Liebherr and Bell equipment on the African continent. The
business also distributes a range of other top quality brands such as Deutz, CTP, Wirtgen and
Tigercat.
TEA had a strong first half of the year, performing well ahead of budget and concluded two
acquisitions, namely Dube Holdings (acquired by associate) in Zimbabwe and Equipment
Sales and Services in Botswana. Performance in the second half of the year is expected to be in
line with the first half.
Letaba
Letaba is a leading distributor of a wide range of pump brands including Saer, Wilden and
Varisco and also owns an extensive pump rental fleet. The business was acquired as part of the
Set Point acquisition and is being extensively repositioned as a result of a weak performance in
the period under review.
PARTS AND COMPONENTS
Torre Parts and Components ("TPC")
TPC is a leading distributor of branded aftermarket parts into the automotive, industrial, heavy
duty commercial and off highway markets. Its flagship brand is Gabriel ®, the leading ride control
system in South Africa which is manufactured and distributed by TPC.
TPC had a challenging six months due to weak demand in all of its markets. Various initiatives
are planned to improve performance in the second half of the year.
Tractor and Grader Supplies ("TGS")
TGS supplies replacement engine components, undercarriage and ground engaging tools for
heavy earthmoving machinery via a comprehensive branch network in South Africa, Swaziland
and Namibia.
TGS had a difficult first half as its customers battled with the slowdown in the mining sector.
Although trading conditions are not expected to improve in the short term, TGS is targeting
several new strategic customers who are attracted to its high quality, cost effective product
offering at a time when capex and maintenance budgets are under increasing pressure.
ANALYTICAL SERVICES
Wearcheck
Wearcheck is the leading oil condition monitoring company in Africa, serving the earthmoving,
industrial, transport, shipping, aircraft and electrical industries through the scientific analysis of
used oil from mechanical and electrical systems. Additional services include the analysis of fuels,
transformer oils, coolants, greases and filters.
Wearcheck performed solidly in line with budget for the first half of the year and is expected to
continue to do so for the remainder of the year.
African Mineral Standards ("AMIS")
AMIS is a leading international manufacturer and supplier of a wide range of matrix certified
reference materials ("CRM's") and also runs independent and confidential interlaboratory
proficiency testing schemes ("PT").
AMIS performed solidly in line with budget for the first half of the year and is expected to continue
to do so for the remainder of the year.
Set Point Laboratories
Set Point Laboratories is an ISO 17025 accredited analytical chemistry lab. The laboratory holds
a COR from the National Nuclear Regulator to transport, handle and analyse radioactive
isotopes. The laboratories offer testing on PGM, gold, base metals, light elements, uranium, rare
earths and water.
The delay of a major contract resulted in a below budget performance for this unit, however the
contract is now expected to commence in April 2016 which will facilitate a stronger second half
performance.
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 2 March 2016, 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 8 December 2015. The
approved financial assistance included guarantees on behalf of Group companies and general
facilities and loans to Group companies already provided totalling R1.4 billion.
Further approval was authorised to provide financial assistance in a maximum aggregate amount
of R350 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 June 2016.
PROSPECTS
The operating environment and outlook are currently extremely poor for industrial groups like
Torre. Weak commodity prices and a volatile currency are the major challenges at present,
although there are many other headwinds.
In this environment we continue to invest in our businesses but with an intense focus on cost containment
and on return on investment. We will also continue to look for opportunities to acquire businesses
that complement our existing platforms or provide us with attractive diversification opportunities.
In the context of the above the Group anticipates satisfactory results for the year.
Any forward-looking statements in this announcement have not been reviewed nor audited by the
Company's auditors.
SCRIP DISTRIBUTION AND CASH DIVIDEND ALTERNATIVE
a) Introduction
The Board has decided to maintain the interim dividend for the six months ended 31 December
2015. However in the context of a deteriorating economic environment and in order to provide
Torre shareholders with an attractive reinvestment opportunity, the dividend will be paid by way
of the issue of fully paid Torre ordinary shares of one Rand each ("the Scrip Distribution"). The
dividend will be payable to ordinary shareholders ("Shareholders") recorded in the register of
Torre Industries Limited ("the Company") at the close of business on the record date, being
Friday, 15 April 2016. Shareholders will be entitled, in respect of all or part of their shareholding,
to elect to receive a gross cash dividend of 3.5 cents per ordinary share in lieu of the Scrip
Distribution, which will be paid only to those shareholders who elect to receive the cash dividend,
in respect of all or part of their shareholding, on or before 12:00 on Friday, 15 April 2016 ("the
Cash Dividend").
The new ordinary shares will, pursuant to the Scrip Distribution, be settled by way of
capitalisation of the Company's distributable retained profits. The Company's total number of
issued ordinary shares as at 2 March 2016 is 519 594 958. Torre's income tax reference number
is 9698735157.
The Cash Dividend has been declared from income reserves. A dividend withholding tax of 15%
will be applicable to all Shareholders not exempt therefrom after deduction of which the net Cash
Dividend is 2.975 cents per share.
b) Terms of the Scrip Distribution
The number of Scrip Distribution shares to which each of the Shareholders will become entitled
pursuant to the Scrip Distribution (to the extent that such Shareholders have not elected to
receive the Cash Dividend) will be determined by reference to such Shareholder's ordinary
shareholding in Torre (at the close of business on the record date, being Friday, 15 April 2016) in
relation to the ratio that 3.5 cents bears to 90% of the volume weighted average price
("VWAP") of an ordinary Torre share traded on the JSE during the 30-day trading period ending
on Wednesday, 30 March 2016. Where the application of this ratio gives rise to a fraction of an
ordinary share, the number of shares will be rounded up to the nearest whole number, if the
fraction is 0.5 or more, and rounded down to the nearest whole number, if the fraction is less than
0.5. Details of the ratio will be announced on the Stock Exchange News Service (“SENS”) of the
JSE in accordance with the timetable below.
c) Circular and salient dates
A circular providing Shareholders with full information on the Scrip Distribution and the Cash
Dividend alternative including a Form of Election to elect to receive the Cash Dividend alternative
will be posted to Shareholders on or about Wednesday, 23 March 2016. The salient dates of
events thereafter are as follows:
EVENT
Announcement released on SENS in respect of the Thursday, 31 March 2016
ratio applicable to the Scrip Distribution, based on a
10% discount to the 30-day volume weighted average
price ending on Wednesday, 30 March 2016
Announcement published in the press of the ratio Friday, 1 April 2016
applicable to the Scrip Distribution as above
Last day to trade in order to be eligible for the Scrip Friday, 8 April 2016
Distribution and the Cash Dividend alternative
Ordinary shares trade "ex" the Scrip Distribution and Monday, 11 April 2016
the Cash Dividend alternative
Maximum number of shares listed on the JSE Monday, 11 April 2016
Last day to elect to receive the Cash Dividend Friday, 15 April 2016
alternative instead of the Scrip Distribution, Forms of
Election to reach the Transfer Secretaries by 12:00
noon
Record date in respect of the Scrip Distribution and Friday, 15 April 2016
the Cash Dividend alternative
Cash Dividend payments made and Scrip Distribution Monday, 18 April 2016
shares issued to Shareholders and Scrip Distribution,
certificates posted and CSDP/broker accounts
credited/updated, as applicable
Cash Dividend payments made Monday, 18 April 2016
Announcement relating to the results of the Scrip
Distribution and the Cash Dividend alternative
released on SENS Monday, 18 April 2016
Announcement relating to the results of the Scrip Tuesday, 19 April 2016
Distribution and the Cash Dividend alternative
published in the press
JSE listing of ordinary shares in respect of the Scrip Tuesday, 19 April 2016
Distribution adjusted to reflect the actual number of
ordinary shares issued in terms of the Scrip
Distribution; at the commencement of business on or about
All times provided are South African local times. The above dates and times are subject to
change. Any change will be announced on SENS. Share certificates may not be dematerialised
or rematerialised, nor may transfers between registers take place, between Monday, 11 April
2016 and Friday, 15 April 2016, both days inclusive.
DIRECTORATE
Mr Christopher Seabrooke replaced Mr Peter van Zyl as Chairman of the Board following the
Annual General Meeting held on 8 December 2015 as previously advised. In line with good
corporate governance, Mr Peter van Zyl took over as Chairman of the Remuneration Committee
and Mr Christopher Seabrooke took over as Chairman of the Nominations Committee on the
same date. There were no further changes to the board of directors during the period under
review.
APPRECIATION
We are grateful for the support provided to the Group by our employees, customers, suppliers,
shareholders and banking partners. With the commitment of these stakeholders and the focus on
achieving our goals of scale, diversification and operational excellence we are confident that
Torre will continue to thrive despite the widespread challenges that we currently face in our core
markets.
On behalf of the Board
CE Pettit SR Midlane
Chief Executive Officer Chief Financial Officer
3 March 2016
Directors
CS Seabrooke (Chairman)#, CE Pettit (Chief Executive Officer), SR Midlane (Chief Financial
Officer), MM Ngoasheng#, PJ van Zyl#, LE Bakoro#, MS Bomela*, N Khaole*, O Fuchs
(alternate)*
# Independent non-executive
* Non-executive
Company Secretary
Sean Graham
Head Office
11 Avalon Road, Westlake View, Modderfontein, Johannesburg, 2197, South Africa
Registered Address
59 Merino Avenue, City Deep, Johannesburg, South Africa
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Transfer secretaries
Link Market Services South Africa (Pty) Ltd
Torre Industries Limited
A: 59 Merino Avenue, City Deep, Johannesburg, 2197
PA: PO Box 86222, City Deep, South Africa, 2049
T: +27 11 627 2500 F: +27 11 627 2600
W: www.torreindustries.com
Date: 03/03/2016 07:05:00 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.
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