TORRE INDUSTRIES LIMITED - Notice to shareholders of the company in terms of Section 45(5) of the Companies Act

Notice to shareholders of the company in terms of Section 45(5) of the Companies Act

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

NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION
45(5) OF THE COMPANIES ACT, 71 of 2008(“THE ACT”)

1     Section 45(5) of the Companies Act requires a company to
      provide written notice to its shareholders, amongst
      others, of the decision to provide financial assistance
      if the total value of all loans, debts, obligations or
      assistance contemplated in that resolution, together with
      any previous such resolution during the same financial
      year, exceeds one-tenth of 1% of the company’s net worth
      at the time of the resolution.

2     Shareholders approved a special resolution at the Annual
      General Meeting of the Company held on 10 December 2014,
      authorising the board of directors, from time to time, to
      provide any direct or indirect financial assistance, as
      defined in section 45(1) of the Act to any subsidiary as
      contemplated in section 45(2) of the Act, for such
      amounts and on such terms and conditions as the board may
      determine.

3     Financial assistance to subsidiaries includes the
      authority to transfer funds against loan accounts between
      group companies, in terms of the centralised treasury
      function of the group and for the group to continue
      issuing guarantees in favour of financial institutions
      and certain major suppliers for credit and advances by
      those entities to the Company’s operating subsidiaries.

4     The board of directors has authorised the Company to
      advance the proceeds from the Private Placement, as
      approved by shareholders at a General Meeting held on 13
      May 2015, to group companies in the form of direct or
      indirect financial assistance. The proceeds of the
      Private Placement amounted to R 348,556,648.

5     The Board has satisfied itself that:

5.1    immediately before providing the financial assistance,
       the Company would satisfy the solvency and liquidity
       test as contemplated in section 4 of the Companies Act;

5.2    the terms under which the financial assistance was
       provided were fair and reasonable to the Company; and

5.3   there has been due compliance with the requirements of
      the Company’s constitutional documents and with the
      Companies Act.



Johannesburg
29 May 2015

Sponsor and Corporate Finance Adviser
AfrAsia Corporate Finance (Pty) Ltd

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