Ethos Mid Market Fund I (A) Partnership and Ethos Mid Market Fund I (B) Partnership, both funds managed by Ethos Mid Market Fund I GP (Pty) Limited along with Apex Partners Pty Ltd. mage a firm intention to acquire Torre Industries Limited (JSE:TOR) from Stellar Capital Partners Limited (JSE:SCP), Newshelf 1400 Proprietary Limited and others for approximately ZAR 540 million on November 12, 2018. Under the terms of agreement, buyers agreed to a cash consideration of ZAR 1.05 per Torre share on the date of scheme becoming operative and also agreed to a maximum cash consideration of ZAR 0.10 per share subject to achievement of performance targets. Additionally, Torre shareholders will receive a cash dividend of ZAR 0.35 per share, with a record date on November 30, 2018. The transaction will be carried out by way of a scheme of arrangement, to be proposed by the Board between Torre and its shareholders, followed by subsequent delisting. After delisting, buyers intend to separate Torre group into Torre Analytical Services businesses, comprising: the Wearcheck, AMIS and Set Point Labs divisions, which will be retained by Ethos Mid Market Fund I GP (Pty) Limited; and the Torre Industrial businesses, comprising: the SA French, Manhand, Torre Parts and Components, Tractor and Grader Suppliers, Letaba Pumps, Elephant Lifting and Torre Logistics divisions, which will be retained by Apex. Before the transaction, the buyers did not held any shares in Torre. As part of trigger from the implementation of scheme, buyer will also fund the obligation of Torre as part of its employee share incentive scheme in an amount of ZAR 3.7 million. Absa Bank has provided an irrevocable bank guarantee to the Board and the TRP confirming buyers liquidity on the consideration being payable. The directors of Torre will resign from the Board of Torre on completion. Shivan Mansingh intends to resign as an employee and Chief Financial Officer of Torre Industries. The transaction is subject to fairness opinion of an independent expert on the offer to the independent Board of Directors namely LE Mthimunye (Chair), CS Seabrooke and MM Ngoasheng; all requisite regulatory approvals required for the Scheme have been obtained from the JSE, the TRP, the Financial Surveillance Department of the South African Reserve Bank, the South African Competition Commission and competition authorities, as may be required; the approval of the Scheme by the requisite majority of Torre shareholders, being not less than 75% at the general meeting of Torre Shareholders to be convened for purposes of approving the scheme; approval by the court under section 155(2)(c) and/or section 115(3) of companies act; receipt of unconditional approval from the TRP and other customary conditions. With respect to the voting, Stellar Capital Partners Limited and Newshelf 1400 Proprietary Limited agreed to vote their respective 57.07% and 25.18% of votes in favor of the transaction. The shareholder meeting is scheduled on January 24, 2019. As of January 24, 2019, the transaction is approved by the shareholders of Torre Industries. As of April 8, 2019, the conditions precedent to the scheme have been fulfilled and the scheme of arrangement became unconditional. The transaction is expected to close on April 15, 2019. BDO Corporate Finance Proprietary Limited acted as fairness opinion provider to the above mentioned independent board of directors of Torre. Apex Partners acted as financial advisor to the buying consortium. Webber Wentzel acted as a legal advisor to Ethos Mid Market Fund I GP (Pty) Limited.