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Joint announcement: Results of Control Instruments general meeting
CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
Share Code: CNL
ISIN: ZAE000001665
(“Control Instruments”)
TORRE INDUSTRIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share Code: TOR
ISIN: ZAE000169322
(“Torre”)
JOINT ANNOUNCEMENT: RESULTS OF CONTROL INSTRUMENTS GENERAL
MEETING
Shareholders are referred to the joint announcement released on
SENS on 6 March 2014 by Control Instruments and Torre, as well as
the circular to Control Instruments shareholders dated 6 March
2014 regarding the firm intention by Torre to make an offer to
acquire up to 100% of the total issued shares in Control
Instruments not already owned by Torre, being 91 761 265 shares
(the “Offer Shares”), by way of:
- a scheme of arrangement in terms of section 114(1)(c) of the
Companies Act, No. 71 of 2008, as amended (the “Companies
Act”), to be proposed by the board of directors of Control
Instruments between Control Instruments and its shareholders
(the “Shareholders”) other than Torre (the "Control
Instruments Shareholders") (the "Scheme"); or
- if the Scheme is not proposed or fails, an offer by and at
the election of Torre to the Control Instruments Shareholders
to acquire the Offer Shares (the “General Offer”).
Shareholders are hereby advised that, at the general meeting of
Control Instruments shareholders held today, 7 April 2014, the
special resolution to approve the Scheme and the ordinary
resolution in connection with the Scheme were passed by the
requisite majority of Shareholders. Accordingly, the General
Offer will not be made by Torre.
Shareholders are further advised that no Control Instruments
Shareholders voted against the special resolution to approve the
Scheme, and, accordingly, the provisions of section 115(3) of the
Companies Act are not applicable to the Scheme.
The implementation of the Scheme remains subject to the
fulfilment or, if appropriate, waiver (in whole or in part) of
the following suspensive conditions by no later than 30 April
2014 or such later date/s as may be agreed to between Torre and
Control Instruments:
- the receipt of approval from the South African Competition
Authorities;
- the receipt of unconditional approval from the Takeover
Regulation Panel in terms of a compliance certificate to be
issued in terms of the Companies Act in relation to the
Scheme; and
- the counterparties to all material contracts (as agreed
between Torre and Control Instruments) consenting to the
change of control as a result of the implementation of
Scheme.
Once all the conditions precedent to the Scheme have been
fulfilled or waived (in whole or in part), as the case may be, a
further announcement regarding the relevant dates for the
implementation of the Scheme will be made.
Johannesburg
7 April 2014
Sponsor to Control Instruments: Investec Bank Limited
Legal Adviser to Control Instruments: Bowman Gilfillan
Incorporated
Corporate Advisor to Torre: AfrAsia Corporate Finance
Proprietary Limited
Designated Adviser to Torre: PSG Capital Proprietary Limited
Legal Advisor to Torre: DLA Cliffe Dekker Hofmeyr Incorporated
Date: 07/04/2014 02:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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