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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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