Extension of Time to Post Combined Circular
CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
Share Code: CNL
(“Control Instruments” or “the Company” or “the Group”)
EXTENSION OF TIME TO POST COMBINED CIRCULAR
1. Shareholders are referred to the announcement dated 3 February 2014 issued by the
Group (the “Announcement”) and specifically the announcement issued by
Torre Industrial Holdings Limited (“Torre”) on 31 January 2014 regarding the firm
intention by Torre to make an offer to acquire up to 100% of the total issued ordinary
shares in Control Instruments not already owned by Torre, being 91 761 265 shares
(the “Offer Shares”) (the “Firm Intention Announcement”), by way of:
1.1 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 other than Torre (the "Control Instruments Shareholders") (the
1.2 an offer by Torre if the Scheme is not proposed or fails, at the election of Torre, to
the Control Instruments Shareholders to acquire the Offer Shares,
(the "Proposed Offer").
2. All terms defined in the Announcement shall bear the same meaning in this
Extension of time to post the Circular
3. In terms of the Companies Act and the Companies Regulations, the Circular in respect
of the Proposed Offer must be posted within a period of 20 business days from the date
of publication of the Firm Intention Announcement (the “Required Period”) or within
such longer period allowed by the TRP. The Required Period expires on 28 February
2014 (the “Expiry Date”), being the date on which the Circular was expected to be
4. The Circular is still subject to formal approval by the JSE and the Company is therefore
not in a position to post the Circular by the Expiry Date. Accordingly, in terms of section
119(6)(c) of the Companies Act, the TRP has granted the Company’s request for an
extension of the Required Period in terms of which the Circular will now be posted by no
later than Friday, 7 March 2014.
5. The salient dates in relation to the Scheme and the General Offer will be published on
SENS and in the press prior to the posting of the Circular.
27 February 2014
Investec Bank Limited
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