TORRE INDUSTRIES LIMITED - Results of the General Meeting of Torre Shareholders

Results of the General Meeting of Torre Shareholders

Torre Industries Limited                     Main Street 1641 Proprietary Limited
(Incorporated in the Republic of South       (Incorporated in the Republic of South Africa)
Africa)                                      (Registration number 2018/420756/07)
(Registration number 2012/144604/06)         (“Consortium” or “Offeror”)
Share Code: TOR
ISIN: ZAE000188629
(“Torre” or “the Company”)


RESULTS OF THE GENERAL MEETING OF TORRE SHAREHOLDERS


1. Introduction

1.1   Unless otherwise indicated, capitalised words and terms contained in this announcement
      shall bear the same meanings ascribed thereto in the circular dated 21 December 2018
      (“Circular”), which was made available on the Company’s website:
      www.torreindustries.com/circulars/.

1.2   Shareholders are referred to the joint Firm Intention Announcement released on SENS on
      12 November 2018 and the Circular regarding an offer to acquire all the Torre Shares.

2. Results of the General Meeting

2.1   The Torre Board is pleased to announce that, pursuant to the General Meeting held on
      Thursday, 24 January 2019, all the resolutions as contained in the notice of General Meeting
      which formed part of the Circular, were passed by the requisite majority of Torre
      Shareholders entitled to vote. The results of the meeting are set out below:

2.2   Shareholders are advised that:

      2.2.1   The total number of Torre Shares in issue as at the date of the General Meeting was
              514 197 105. Torre has no treasury shares;

      2.2.2   The total number of Torre Shares that were present in person/represented by proxy
              and entitled to vote on Special Resolution Number 1 at the General Meeting was
              445 880 522, being 86.71% of the total number of Torre Shares in issue;

      2.2.3   The total number of Torre Shares that were present in person/represented by proxy
              and entitled to vote on Ordinary Resolution Number 1 at the General Meeting was
              445 880 522, being 86.71% of the total number of Torre Shares in issue; and

      2.2.4   Abstentions are represented below as a percentage of total number of Torre Shares
              in issue while the Torre Shares voted for and against are represented as a percentage
              of the total Torre Shares voted.

2.3      The result of the resolutions proposed at the General Meeting are set out below:

          Resolution                   Total number of     % of votes    % of votes    % of Torre
                                          Torre Shares        for the   against the        Shares
                                                 voted     resolution    resolution     abstained
          Special Resolution 1             445 876 522        100.00%         0.00%         0.00%
          Approval of the Scheme
          Ordinary Resolution 1            445 876 522        100.00%         0.00%         0.00%
          Authorisation of directors

3. Conditions Precedent

3.1   As a result of section 115(3)(a) of the Companies Act not being applicable, the passing of the
      above resolutions fulfils the Conditions Precedent set out in paragraphs 4.3.1 and 4.3.2 of
      the Circular.

3.2   No Shareholders have (i) given notice objecting to the Scheme, or (ii) exercised their
      Appraisal Rights. In addition, the percentage of Torre Shares that voted against the Scheme
      Resolution did not exceed 15% of the Torre Shares in issue. Accordingly, the Condition
      Precedent set out in paragraph 4.3.3 of the Circular has been fulfilled.

3.3   Torre and the Offeror further advise Shareholders that the Conditions Precedent set out in
      paragraphs 4.3.4 and 4.3.5 of the Circular remain subject to fulfilment and/or waiver and
      Shareholders will be further advised in respect thereof.



Johannesburg
25 January 2019


Legal Adviser to EMMF
Webber Wentzel Incorporated

Corporate Finance Advisor to the Consortium
Apex Partners Proprietary Limited

Torre Transaction Sponsor
Questco Proprietary Limited

Independent Expert
BDO Corporate Finance Proprietary Limited

Date: 25/01/2019 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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