| Thu 15 Nov 2007, 14:00 | | IND - Independent Financial Services - Circular to |
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IND
IND
IND - Independent Financial Services - Circular to shareholders and notice of
general meeting
INDEPENDENT FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
(Registration no. 1950/037061/06)
Ordinary share code: IND & ISIN: ZAE000025300
("IFS")
CIRCULAR TO SHAREHOLDERS AND NOTICE OF GENERAL MEETING
1. CIRCULAR TO SHAREHOLDERS AND NOTICE OF GENERAL MEETING
1.1 Shareholders are referred to the announcements dated 19 July 2007 and 25
January 2007 wherein shareholders were advised of IFS`s status as a cash
company and the suspension of the company`s listing on the JSE Limited`s
("JSE") exchange with effect from 19 July 2007.
1.2 The company has concluded the arrangements and investments referred to
in the announcements relating to, inter alia, a change of name, an
increase in authorised share capital, a specific issue of shares for
cash and the transfer of listing ("the corporate actions").
1.3 A circular to IFS shareholders, including Revised Listing Particulars,
containing details of the corporate actions and notice of a general
meeting convened for Friday, 7 December 2007 at the offices of Fluxmans
Attorneys, 11 Bierman Avenue, Rosebank, Johannesburg 2196 at 10:00 ("the
general meeting"), was posted today.
1.4 Salient features of the corporate actions and dates are set out below.
2. CHANGE OF NAME AND TRANSFER OF LISTING
2.1 It is proposed that the name of IFS be changed to DNR Capital to better
reflect the future activities of the listed company and to continue to
benefit from the goodwill of the name of DNR Capital, a division of an
unlisted investment entity that Des Rosen and Stan Medalie co-founded in
2003.
2.2 Subject to the corporate actions being approved by IFS shareholders at
the general meeting and the relevant special resolutions being
registered by CIPRO, the JSE has approved the transfer of IFS`s listing
from the Development Capital Market to the "Equity Investment
Instruments" sector of the Main Board of the JSE list.
3. INCREASE IN AUTHORISED SHARE CAPITAL
In order to implement the specific issue of shares for cash (as detailed
in paragraph 4 below) and to provide for sufficient authorised but
unissued shares for purposes of future capital raising, it is proposed
that the authorised share capital of the company be increased to
500 000 000 shares with a par value of 1 cent each.
4. THE SPECIFIC ISSUE OF SHARES
4.1 It is proposed that the company undertake a specific issue of shares for
cash in terms of which 100 000 000 new ordinary shares are issued to
select investors at 100 cents per share, thereby raising R100 000 000
before expenses ("the specific issue"). These shares will rank pari
passu in every respect with the existing shares in issue.
4.2 The rationale for the specific issue is to raise investment capital for
IFS.
4.3 The specific issue is subject to the approval of IFS shareholders by way
of an ordinary resolution. In terms of the Listings Requirements, a 75%
majority vote of those present in person or by proxy and voting in
favour of the specific issue is required at the general meeting.
4.4 IFS has received and accepted commitments from investors, in the form of
legally binding irrevocable letters of undertaking, to subscribe for
86.6 million new ordinary shares at an issue price of 100 cents per
share and is considering the allocation of IFS shares pursuant to
informal requests for the balance of 13,4 million shares in terms of the
specific issue.
5. SALIENT DATES
Salient dates pertinent to the corporate actions are as follows:
2007
Circular posted to IFS shareholders Thursday, 15 November
Last day to lodge forms of proxy in respect of Thursday, 6 December
the general meeting by 10:00 on
General meeting at 10:00 on Friday, 7 December
Results of the general meeting released on Friday, 7 December
SENS on
Results of the general meeting published in Monday, 10 December
the press on
2008
Last day to trade in the name of Independent Friday, 4 January
Financial Services Limited
Change of name to "DNR Capital Limited" Monday, 7 January
effective on
Listing of IFS transferred to the "Equity Date to be advised on
Investment Instruments" sector of the JSE list SENS and in the press
with effect from commencement of trading on
Trade in the company`s shares under the new Monday, 7 January
name (DNR) with ISIN ZAE000110375 and JSE
share code DRC commences on
Specific issue shares listed under the new Tuesday, 8 January
name of DNR Capital with ISIN ZAE000110375 and
JSE share code DRC on
Record date in respect of the change of name Friday, 11 January
Dematerialised shareholders will have their Monday, 14 January
accounts at the CSDP or broker updated on
Certificated shareholders will have new Monday, 14 January
certificates in the name of DNR Capital
Limited posted by registered post, provided
their old share certificate/s has/have been
surrendered by 12:00 on Friday, 11 January
2008, (otherwise within five business days
after receipt of such old share certificate/s
by the transfer secretaries) on
Note:
1. The above dates and times are subject to amendment. Details of any
such amendment will be released on SENS and published in the press
2. Share certificates in the name of IFS will not be able to be
dematerialised or rematerialised after Friday, 4 January 2008.
3. The suspension of the listing of IFS`s shares on the JSE is
expected to be lifted with effect from the 3rd business day after
registration of the special resolutions to be proposed at the
general meeting. Such date will be announced on SENS and in the
press.
Johannesburg
15 November 2007
Sponsor: PSG Capital (Pty) Limited Attorneys: Fluxmans Inc.
Reporting Accountants and Auditors: PKF (JHB) Inc.
Date: 15/11/2007 14:00:02 Produced by the JSE SENS Department.
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