TORRE INDUSTRIES LIMITED - Proposed delisting of Torre and cautionary announcement

Proposed delisting of Torre and cautionary announcement

Torre Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 2012/144604/06)
Share Code: TOR
ISIN: ZAE000169322
("Torre" or "the Company")

PROPOSED DELISTING OF TORRE AND CAUTIONARY ANNOUNCEMENT

The Torre board ("Board") has considered various options in order to achieve the Company’s
strategic objectives, with a key objective being the improvement in Torre’s BEE ownership levels
from c.29% to 51% ("Empowerment Requirement"). The Empowerment Requirement is a
business imperative for Torre that is receiving the utmost attention and priority.

The Board is of the view that the Empowerment Requirement will be significantly easier to achieve
in an unlisted environment and accordingly the Board is considering the viability of the Company’s
listing on the Main Board of the Johannesburg Stock Exchange ("JSE").

In addition, the Board has also considered the following factors to and benefits from operating in
an unlisted environment:

-     Ability to eliminate listing costs and central costs;
-     More flexibility in relation to the capital structure which is likely to increase efficiency and
      improve overall returns for shareholders; and
-     Opportunity to exit Torre shareholders from shares that are tightly held with relatively poor
      liquidity and analyst coverage

Having considered the above, the Board has resolved to proceed with the delisting of the Company
from the JSE ("Proposed Delisting") and proposes to make a cash offer to Torre shareholders
("Offer") and to implement the Proposed Delisting by way of a scheme of arrangement
("Scheme"). Torre intends to offer Torre shareholders the option to either elect to retain all or
some of their shares post the Proposed Delisting ("Retain Option") or elect to accept the Offer
and sell some or all of their shares ("Cash Option").

The Board has established an independent committee ("Delisting Committee") to consider and
approve the terms of the proposed Offer and Proposed Delisting as well as recommend an
appropriate Offer consideration.

Once the Delisting Committee has considered all factors relating to the Proposed Delisting and
Offer, a detailed terms announcement will be published on the Stock Exchange News Service and
in the press ("Terms Announcement"). Such Terms Announcement will include salient dates
relating to the above.

The Proposed Delisting and Offer may have a material effect on the price of Torre’s securities and,
accordingly, shareholders are advised to exercise caution when dealing in their Torre securities
until the Terms Announcement is made and this cautionary announcement is withdrawn.

Johannesburg
9 July 2018

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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