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SA French finalisation announcement & salient date
Shareholders are referred to the circular and prospectus dated 14 September 2012 ("the Circular") posted to shareholders in respect of inter alia:
- the restructuring of SA French through a mirror listing to be implemented by way of a scheme of arrangement (the "Scheme"), following which SA French will become a wholly owned subsidiary of Torre (the "Mirror Listing");
- the specific issue of 30 000 000 Torre shares for cash at a subscription price of R1.00 (one Rand) per share, amounting to a total consideration of R30 million (the "Cash Issue");
- the specific issue of 40 000 Torre shares at a subscription price of R1.00 (one Rand) per share, amounting to an aggregate total consideration of R40 000 in lieu of SA French directors' fees (the "Specific Issue of Shares to Directors");
- the specific issue of 462 251 Torre shares for cash at a subscription price of R1.00 (one Rand) per share, amounting to a total consideration of R462 251 in terms of a shareholder loan claim against Torre (the "Shareholder Loan Conversion");
- the acquisition by Torre of 100% of the ordinary shares and claims in Forktech (Pty) Ltd. for a total purchase consideration of R15 million (the "Acquisition");
- the specific issue of 7 500 000 Torre shares to SR Midlane at a subscription price of R1.00 (one Rand) per share, which subscription price will be lent and advanced by Torre to SR Midlane (the "Midlane Subscription"); and
- the adoption of the Torre Industrial Holdings Ltd. Share Plan.
Apart from the Acquisition, which is subject to the completion of the Scheme, all the conditions precedents for the Corporate Actions have been fulfilled and these are now capable of implementation. Accordingly, the salient dates and times in respect of the implementation of the Corporate Actions are as follows.
Salient dates 2012
- Finalisation announcement released on SENS on Friday, 16 November
- Last day to trade to participate in Scheme Consideration on Friday, 23 November
- Suspension of listing of SA French shares at commencement of trading on Monday, 26 November
- Expected listing of Torre shares (including Scheme Consideration) on the JSE under the abbreviated name of "Torre", JSE Code "TOR" and ISIN ZAE000169322 at the commencement of trade on Monday, 26 November
- Consideration Record Date, being the Scheme date on which Scheme Participants must be recorded in the register to receive the Scheme Consideration, by close of trading on Friday, 30 November
- Operative Date of the Scheme is expected to be on Monday, 3 December
- Scheme consideration expected to be paid/posted to certificated Scheme Participants (if Documents of Title are received on or prior to 12:00 on the Scheme Consideration Record Date) on or about Monday, 3 December
- Dematerialised Scheme Participants expected to have their accounts (held at their CSDP or broker) updated or the Scheme Consideration Shares posted to them on or about Monday, 3 December
- Expected termination of listing of SA French shares at the commencement of trading on or about Monday, 3 December
- Expected date by which all conditions precedent for the Acquisition will be met on or about Monday, 3 December.
As mentioned above, the Acquisition remains subject to the completion of the Scheme. Shareholders will be notified as soon as this has been completed and the Acquisition is able to be implemented.
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