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TORRE INDUSTRIES LIMITED - Posting of Combined Scheme Circular and Notice of General Meeting

Release Date: 21/12/2018 10:48
Code(s): TOR     PDF:  
 
Wrap Text
Posting of Combined Scheme Circular and Notice of General Meeting

              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”)



POSTING OF COMBINED SCHEME CIRCULAR AND NOTICE OF GENERAL MEETING


1. Posting of Circular
1.1 Torre Shareholders are referred to the announcement released on SENS on 12 November
      2018. Using the terms defined therein, Torre Shareholders are advised that the Circular
      containing the details of the Offer and the Delisting and incorporating a notice of the Torre
      General Meeting and form of proxy, has been posted today, 21 December 2018.

1.2      Torre Shareholders are further advised that the Circular is available on the Company’s
         website: www.torreindustries.com/circulars/

2. Notice of General Meeting

2.1 Notice is hereby given that the Torre General Meeting will be held at 16:00 on Thursday,
     24 January 2019 at Torre’s offices at 11 Avalon Road, Westlake View Ext 11, Modderfontein,
     Johannesburg to consider the resolutions as contained in the notice of General Meeting
     which forms part of the Circular.

2.2      The salient dates and times relating to the Torre General Meeting are set out below:

          Action                                                                                  2019
          Last day to trade in Shares in order to be recorded in the Register       Tuesday, 15 January
          on the Voting Record Date (Voting Last Day to Trade)
          Voting Record Date for Shareholders to be recorded in the                  Friday, 18 January
          Register in order to be eligible to vote at the General Meeting
          Forms of Proxy to be received by the Transfer Secretaries                 Tuesday, 22 January
          preferably by 16:00 on
          Last date and time for Shareholders to give notice to Torre              Thursday, 24 January
          objecting to the resolutions in terms of section 164 of the
          Companies Act by 16:00 on
          General Meeting at 16:00 on                                              Thursday, 24 January
          Results of General Meeting released on SENS                                Friday, 25 January
          Results of General Meeting published in the South African press            Monday, 28 January

3. Further Salient Dates
3.1 Further to the dates relating to the General Meeting, the below sets out other important
      dates up to and including the operative date of the Scheme and the anticipated Delisting:

          Action                                                                                  2019
          Last day for Shareholders who voted against the Scheme to               Thursday, 31 January
          require the Offeror to seek Court approval for the Scheme in
 terms of section 115(3)(a) of the Companies Act, if at least 15% of
 the total votes of Shareholders at the General Meeting were
 exercised against the Scheme
 Last day for the Offeror to send notice of adoption of the special               Thursday, 7 February
 resolution to Dissenting Shareholders, in accordance with section
 164(4) of the Companies Act
 Last day for a Shareholder who voted against the Scheme to                       Thursday, 7 February
 apply to Court for leave to apply to Court for a review of the
 Scheme in terms of section 115(3)(b) of the Companies Act

• The following dates assume that no Shareholders exercise their rights in terms of section
  115(3)(b) of the Companies Act is required and will be confirmed in the finalisation
  announcement if the Scheme becomes unconditional:

 Action                                                                                 2019
 Finalisation announcement expected to be released on SENS              Tuesday, 12 February
 Finalisation announcement expected to be published in the South               Wednesday, 13
 African press                                                                      February
 Expected last day to trade in Shares in order to be recorded in        Tuesday, 19 February
 the Register on the Record Date (Scheme Last Day to Trade)
 Expected date of suspension of listing of Shares on the JSE                    Wednesday, 20
                                                                                     February
 Expected Scheme Record Date on which Shareholders must be                Friday, 22 February
 recorded in the Register to receive the Scheme Consideration
 Expected Operative Date of the Scheme                                   Monday, 25 February
 Scheme Consideration will be sent by EFT or by cheque to                Monday, 25 February
 Certificated Shareholders who have lodged their Form of
 Surrender (pink) with the Transfer Secretaries on or prior to
 12:00 on the Record Date on or about
 Dematerialised Scheme Participants expected to have their               Monday, 25 February
 accounts with their CSDP or Broker credited with the Scheme
 Consideration on or about
 Expected termination of listing of Shares at commencement of           Tuesday, 26 February
 trade on the JSE

• The following dates assume that Dissenting Shareholders’ appraisal rights are validly
  exercised and will be confirmed in the finalisation announcement if the Scheme becomes
  unconditional:
 Action                                                                                   2019
 Finalisation announcement expected to be released on SENS                   Tuesday, 5 March
 Finalisation announcement expected to be published in the South           Wednesday, 6 March
 African press
 Expected last day to trade in Shares in order to be recorded in            Tuesday, 12 March
 the Register on the Record Date (Scheme Last Day to Trade)
 Expected date of suspension of listing of Shares on the JSE               Wednesday, 13 March
 Expected Scheme Record Date on which Shareholders must be                    Friday, 15 March
 recorded in the Register to receive the Scheme Consideration
 Expected Operative Date of the Scheme                                        Monday, 18 March
 Scheme Consideration will be sent by EFT or by cheque to                     Monday, 18 March
 Certificated Shareholders who have lodged their Form of
 Surrender (pink) with the Transfer Secretaries on or prior to
 12:00 on the Record Date on or about
      Dematerialised Scheme Participants expected to have their                Monday, 18 March
      accounts with their CSDP or Broker credited with the Scheme
      Consideration on or about
      Expected termination of listing of Shares at commencement of          Wednesday, 20 March
      trade on the JSE
     Notes

     1.   All dates and times in respect of the Scheme are subject to change. Any change will be
          released on SENS and published in the South African press.
     2.   Shareholders should note that as transactions in Shares are settled in the electronic
          settlement system used by Strate, settlement of trades takes place 3 (three) Business
          Days after such trade. Therefore persons who acquire Shares after the Voting Last Day
          to Trade (i.e. Tuesday, 15 January 2019) will not be eligible to vote at the General
          Meeting, but will, provided the Scheme is approved and they acquire the Shares on or
          prior to the Scheme Last Day to Trade (expected to be Tuesday, 19 February 2019),
          participate in the Scheme (i.e. sell their Shares to the Offeror, or its nominee in
          accordance with the Scheme for the Scheme Consideration).
     3.   In the event that a Shareholder lodges a Form of Proxy with the Transfer Secretaries
          less than 48 hours (excluding Saturdays, Sundays and official public holidays) before
          the General Meeting, such Shareholder may submit a Form of Proxy at any time before
          the commencement of the General Meeting (or any adjournment of the General
          Meeting) or hand it to the chairman of the General Meeting before the appointed proxy
          exercises any of the relevant Shareholder’s rights at the General Meeting (or any
          adjournment of the General Meeting).
     4.   If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the
          initial General Meeting will remain valid in respect of any adjournment or
          postponement of the General Meeting.
     5.   All times are local times in South Africa.
     6.   If the Scheme becomes operative, share certificates may not be dematerialised or
          rematerialised after the Scheme Last Day to Trade.


Johannesburg
21 December 2018


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: 21/12/2018 10:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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