Investor Presentation Vunani Securities Conference 26 February 2013 Agenda I. Introduction to Torre I. The Torre Business Model II. Recent Developments III. Looking Forward Introduction to Torre About Torre • • A listed industrial holding company that provides a platform to build a scalable group • Operating segments Providing a diverse range of capital equipment and engineering solutions to our customers in selected emerging markets – Plant and Equipment – Engineering Services – Trade and Asset Finance • Adding value for our shareholders through – Smart acquisitions (both standalone and bolt-on) – Optimising and growing subsidiary companies • Cohesion through group executive committee and involved board of directors About Torre (cont’d) • • Earnings growth and turnaround strategy, underpinned by quality fixed assets Dividends – Not planned for next 3-5 years – Utilise extensive assessed losses – Capital is expensive to raise • Commitment – Board and senior management are materially invested • Differentiators – Quality branded products with spare parts stocked in SA – Financing solutions – Exceptional after sales service from technically skilled staff – Entrepreneurial approach at all levels of the group History Torre emerged out of SA French Ltd through a mirror listing on the JSE ...SA French – Road to restructuring • Substantial revenue growth in “pre-crisis” period • Lead times on new equipment constrains growth as pre-crisis demand reaches a peak • Pre-order strategy fails as major orders cancelled as the financial crisis hits SA • SA French left with severe cash constraints and debt burden • Major World Cup contracts conclude and bank lending dries up • Construction slow down and delayed Infrastructure roll-out • Vulnerability of business model focussed on construction sector and based on limited product line History (cont’d) …AfrAsia Corporate Finance (ACF) takes on restructuring mandate • Negotiates settlement agreement of R50m with major supplier Potain • Restructured asset backed finance arrangements with major South African banks • Bridging finance from AfrAsia Special Opportunities Fund (ASOF) • Settlement of key creditors (including SARS) and shareholder loan write-down • R20m rights issue • Total debt restructured or repaid in excess of R100m • New products introduced along with a focus on Africa and the mining sector • SA French de-listed from the JSE on 26 November 2012 with interest bearing debt reduced to R30m Establishment of Torre • Torre established and via a scheme of arrangement acquired 100% of SA French in a 1- for-10 share swap • R30m of new equity raised via a private placement to institutional and HNW investors • Torre acquired 100% of Forktech (Pty) Ltd, the Cape-based distributor of Nissan forklifts for R16m • Mirror Listing of Torre on the JSE on Monday 26 November 2012 • The name “Torre” chosen out of respect for the history of SA French as a leader in the Tower crane market in SA, but also as a signal to our stakeholders that we are intent on building a strong, defensive business Directors Charles Pettit CEO Peter van Zyl Non Exec Chairman Roy Midlane Financial Director Craig Lyons Non Executive Quentin van Breda New Business Sandile Swana Non Executive Joe Fizelle Non Executive Market Information JSE Code : TOR Shares in issue : 103 506 390 Market Cap : R113 857 029 (@ R1.10) ADTV (# shares) : 263 861 Dividend Yield : N/A NAV Underpin : R0.90 per share EPS : Will report 1 month to 31 December 2012 and 7 months to 30 June 2013. This is the key metric for TOR going forward Shareholders • AfrAsia and Associates 28.9% • Management 26.4% • Mowana Investments 11.5% • Momentum Asset Management 6.3% • Stanlib Asset Management 5.8% • Others / Free Float 21.1% 100.0% The Torre Business Model Business Model Torre’s business is the value added distribution of branded capital equipment, industrial consumable products and tailored financing solutions for selected customers • Rapid growth via a systematic acquisition strategy – Earnings accretive – Identified market sectors – Established market position with clear growth prospects – Retention of key management and delivery of forward earnings targets – Focus on “de-risking” exposure post acquisition • Expansion and optimisation of acquired businesses – Focus on product mix and business model – Customer spread and sector diversification – Integration with existing businesses to share resources and infrastructure Business Model (cont’d) • Decentralised operational management: – Operational responsibility to MD’s, encouraging entrepreneurial thinking – Monitored monthly against agreed KPI’s – Focus on margin and earnings as well as longer term strategic initiatives • Key functions centralised: – Capital allocation and treasury – Reporting, systems and processes – M&A – Investor and regulator relations • Head office support to maximise performance and shareholder value Operating segments • Plant and Equipment – Value added distribution of high quality branded capital equipment KEY INDUSTRIES Infrastructure Manufacturing Construction Transport Mining Agriculture Power Generation Logistics KEY CUSTOMERS Operating segments (cont’d) • Engineering Services – Distribution of engineering consumables used in the repair and maintenance of machines – Maintenance, refurbishing and machine rebuild as value added service – In advanced negotiations with Tractor and Grader Supplies (as announced on SENS on 25 February 2013). Other possibilities are under consideration • Trade and Asset Finance – Tailored financing solutions for selected customers to enhance product offering and flexibility and efficiency within the group companies – Initial phase will predominantly service internal group demand and be focussed on trade and asset finance – It is envisaged that Torre will capitalise an entity and provide deal-flow, while management will be outsourced Recent Developments Tractor and Grader Supplies • Advanced negotiations for acquisition of 100% of Tractor and Grader Supplies (“TGS”) • TGS specializes in repair parts and components for earthmoving equipment in the mining and construction sectors, including wear and undercarriage solutions • TGS has a Rebuild Centre which is fully equipped for complete machine rebuilds and component repairs • • • • • • 7 branches across SA, Swaziland and Zimbabwe with new branches planned Estimated market share of 15% Over 15 year track record of profitability Scope to increase penetration and introduce wider product offerings Strong and ambitious management team The deal is consistent with Torre’s strategy of building a diversified portfolio of quality industrial business via both acquisitive and organic growth Group Structure – 30 June 2013 Plant and Equipment Engineering Services Trade and Asset Finance Trade and Asset Finance Appointment of Alan Keschner • Alan Keschner was appointed as an independent nonexecutive director with effect from 25 February 2013. • • BSc in Mechanical Engineering • He was an executive and main board member of the Hudaco Group from 1997-2004 • In additional to Hudaco, he has worked in a wide range of industrial and trading industries, including the spare parts, capital equipment and services sectors • Alan has broad experience in mergers and acquisitions, turnarounds, restructurings, growth initiatives, team development and business and asset sales Post-Graduate Diploma and Masters Degree in Industrial Administration Looking Forward Outlook • Current capital equipment portfolio is highly dependent on domestic, and by extension global, economic growth • Initiatives underway to develop a more defensive bias in the portfolio through investment into the aftermarket spare parts and financing segments • • • Forktech client mix also has a strong bias towards the agriculture sector • • Exposure to Rand exchange rates Infrastructure and mining projects in Africa are a key target Construction, infrastructure, agriculture, power generation and mining sectors are key for the group Coming off a relatively low base, earnings will be materially driven by acquisitions in the coming periods, although organic growth and margin improvement will be a key focus for management Outlook (cont’d) • A rights issue is envisaged before 30 June 2013 to fund the TAGS transaction and to provide balance sheet capacity for the Group • • This will not be the beginning of a series of dilutive capital raisings • Thereafter it is intended to limit share issues and fund future deals with acquisition debt, deferred consideration and retained earnings • We are targeting the completion of the TAGS deal before 30 June 2013, with another transformational deal to be completed before 31 December 2013 • In 2013 we also aim to commence operations in the trade and asset finance segment and complete 1 -2 small bolt on deals via existing subsidiaries The intention will be to raise sufficient funding to complete the TAGS deal and provide balance sheet capacity in respect of identified bolt-on and organic growth opportunities Contact Details Charles Pettit Roy Midlane Chief Executive Officer Tel: +27 (21) 417 6400 Fax: +27 (86) 506 1167 charles@torreindustrial.com Financial Director Tel: +27 (82) 414 3396 Fax: +27 (86) 625 0890 roy@torreindustrial.com www.torreindustrial.com