Consortium confirms firm intention to acquire and delist Torre Industries

Ethos Media Release

14 NOV 2018
  • Ethos Mid Market Fund (“EMMF”) and Apex Partners (“Apex”) intend to acquire 100% of Torre Industries Limited (“Torre”) and delist it from the JSE
  • Offer constitutes a maximum consideration of R1.50 per share; a 44.67% premium to the 30 day VWAP on day prior to offer
  • Consortium intends to separate Torre Group in two, namely Torre Analytical Services (“TAS”) to be acquired by EMMF and Torre Industrial (“TI”) to be acquired by Apex

A Consortium comprising EMMF and Apex confirms that it has made a firm intention offer to acquire and delist Torre from the Main Board of the JSE.  At a maximum price of R1.50 per share, the offer represents a (44.67%) premium to the 30 day VWAP on the day prior to the offer being made. 

Torre is a listed industrial group which provides value added sales and rentals of branded capital equipment, the distribution of high-quality aftermarket parts and the delivery of critical support services to its customer’s expansion programmes. 

EMMF is a mid-market private equity fund with strong empowerment credentials.  Apex is an investment banking firm established in September 2017 by a former executive of Torre. 

The Consortium believes that the underlying businesses within the Torre Group have limited synergies and require different capital structures, strategic goals and leadership in order to operate optimally and deliver improved operational performance.  Accordingly, following the transaction and delisting, the Consortium intends to immediately separate the Torre Group in two, namely:

  • The Torre Analytical Services businesses (‘TAS’), comprising: the Wearcheck, AMIS and Set Point Labs divisions will be owned by EMMF and will serve as a platform for further investment in the attractive Testing, Inspecting and Certifications sector, and
  • The Torre Industrial businesses (‘TI’), comprising: SA French, Manhand, Torre Parts and Components, Tractor and Grader Suppliers, Letaba Pumps, Elephant Lifting and Torre Logistics) will be owned by Apex. 

The Consortium believes that the separation of TAS and TI will unlock value by allowing the businesses to operate independently and receive focused management attention, strategy implementation and enhanced empowerment credentials.  There will be no joint ownership post separation and each business will be managed and run autonomously.  Post separation, EMMF will hold >90% of TAS, with the remainder held by management, while TI will be 100% owned by Apex. 

The transaction is subject to regulatory approvals and conditions precedent.


About Ethos Mid Market Fund I (‘EMMF I’)

Ethos is widely considered to be the most experienced and successful private equity investment team in South Africa.  

The Ethos Mid Market Fund I was launched in 2016.  EMMF I seeks to make investments into high-growth potential companies where it believes it can create sustainable value by actively optimising strategy, operations and capital structures in partnership with management.  Importantly, the Fund is majority-owned and managed by Black individuals.  Ethos believes that the combination of significant empowerment credentials and strong private equity execution capabilities will give the Fund a distinct competitive advantage. 

Current EMMF I investments are: Autozone, Twinsaver, Eazi Access, Echotel, MTN Zakhele Futhi, Kevro and – most recently Gammatek. 

The Ethos Mid Market Fund I forms part of the Ethos Group which was founded in 1984, and pioneered South African private equity, concluding the first private equity-led acquisitions in the country. With a 34-year track record of successful investing in the South and sub-Saharan African markets, the Ethos Group has made 106 investments to date and successfully exited 96. Some of their better-known investments over the past few years include Twinsaver, Alexander Forbes, Tiger Wheel and Tyre, and Autozone. 

For more information on Ethos Mid-Market visit www.ethos.co.za

 

About Apex Partners 

Apex is a South African investment banking business established in September 2017. Apex provides advisory and lending solutions to a select group of clients and also invests its own capital into a range of special situations opportunities, usually in the industrial or financial services sectors. 

For more information on Apex Partners visit www.apexpartners.co.za