| Fri 4 Jan 2008, 17:02 | | DRC - DNR Capital Limited - Abridged revised listing particulars, lifting of |
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JSE
DNR2
DRC - DNR Capital Limited - Abridged revised listing particulars, lifting of
suspension and salient dates
DNR CAPITAL LIMITED
(Formerly Independent Financial Services Limited)
(Incorporated in the Republic of South Africa)
(Registration Number 1950/037061/06)
Share code: DRC & ISIN: ZAE000110375
("DNR" or "IFS" or "the company")
ABRIDGED REVISED LISTING PARTICULARS, LIFTING OF SUSPENSION AND SALIENT DATES
These abridged Revised Listing Particulars are issued in compliance with the
Listings Requirements of the JSE Limited. They are not an invitation to the
public to subscribe for shares in the company. The purpose is to provide
information to the public, shareholders and investors on DNR Capital Limited,
after the corporate actions.
Shareholders are referred to the announcement dated 7 December 2007 regarding
the results of the general meeting of shareholders of Independent Financial
Services Limited ("IFS") held on Friday, 7 December 2007 and the circular to
shareholders and Revised Listing Particulars dated 15 November 2007, wherein
details of the corporate actions were set out.
1. INTRODUCTION AND NATURE OF BUSINESS
1.1 During the last quarter of 2005, IFS announced the disposal of all its
operating entities, declared a dividend in specie of the shares in an
unlisted subsidiary and a special dividend in respect of certain amounts of
cash in IFS. With effect from 16 January 2006, the controlling
shareholders of IFS sold 26,6 million shares to a consortium led by Des
Rosen, for 8,82 cents per share, being the tangible net asset value per IFS
share at that date.
1.2 Pursuant to the change in control of IFS, a mandatory offer of 8,82 cents
per share was made to minority shareholders of IFS. Shareholders
representing 153 362 shares accepted the offer.
1.3 At the general meeting held on 7 December 2007, shareholders approved the
change of name of IFS to DNR Capital Limited to reflect the company`s new
corporate identity and changed nature of business.
1.4 With effect from Monday, 7 January 2008 DNR Capital`s listing will transfer
from the "Development Capital Market" sector to the "Equity Investment
Instruments" sector of the Main Board of the JSE. This will reflect the
changed nature of DNR Capital`s business, being that of an investment
company specialising in private equity investments.
1.5 At the general meeting, shareholders approved an increase in the authorised
share capital to 500 000 000 ordinary shares of 1 cent each, by the
creation of 456 000 000 new ordinary shares of 1 cent each. Shareholders
also approved the specific issue of 100 000 000 ordinary shares at an issue
price of 100 cents per share to select investors, thus raising R1 000 000
at this time.
1.6 Salient dates and times relating to the change of name, transfer of listing
and specific issue are set out in paragraph y4 below.
1.7 DNR Capital will initially seek to invest in companies with an enterprise
value ranging from R75 million to R500 million. Any capital or debt
requirement beyond this mandate per individual transaction will be
syndicated amongst the many investment houses with whom DNR Capital enjoys
strategic relationships.
1.8 All the directors of DNR Capital have extensive experience and notable
track records in both listed and unlisted entities in debt and capital
markets, in the disciplines of mergers and acquisitions, transaction
structuring, financial instruments, corporate finance and private equity
investing.
2. DIRECTORS AND MANAGEMENT
2.1 The full names, ages, business address and occupations of the directors of
DNR Capital are outlined below:
Full name Age Occupation Business Address
Phillip Vallet 61 Non-executive 11 Bierman
Chairman Avenue
Rosebank
Johannesburg
2196
Desmond Neil 38 Chief Executive Glenhove Square
Rosen Officer 71 - 4th Street
Houghton Estate
Johannesburg
2198
Gur Moshe Geva 29 Chief Financial Glenhove Square
Officer 71 - 4th Street
Houghton Estate
Johannesburg
2198
Stanley Medalie 58 Non-executive Glenhove Square
director 71 - 4th Street
Houghton Estate
Johannesburg
2198
Jonathan Hersh 40 Non-executive Peregrine
Goldberg director Building
6A Sandown
Valley Crescent
Sandown Sandton
2196
Vivian Dudley 63 Independent non- 10 Bonanza
Rubin executive Street
director Selby Extension
19
2092
2.2 All directors are South African citizens.
2.3 The directors of DNR:
- have considered all statements of fact and opinion in the circular and
Revised Listing Particulars dated 15 November 2007;
- accept, collectively and individually, full responsibility for the accuracy
of such statements; and
- certify that, to the best of their knowledge and belief, there are no
omissions of facts or considerations which would make any statements of
fact or opinion contained in the circular and Revised Listing Particulars
false or misleading and that all reasonable enquiries to ascertain such
facts have been made and that the Revised Listing Particulars contain all
information required by the JSE Listings Requirements.
3. SHARE CAPITAL AND DIVIDENDS
3.1 The authorised and issued share capital of the company is set out below.
Before the increase in authorised share capital and the specific issue
Number Value
(`000) (R`000)
Authorised
Ordinary shares of 1 cent 44 000 440
each
Issued
Ordinary shares of 1 cent 34 000 340
each
Share premium 1
3.2 After the increase in authorised share capital and the specific issue
Number Value
(`000) (R`000)
Authorised
Ordinary shares of 1 cent 500 000 5 000
each
Issued
Ordinary shares of 1 cent 134 000 1 340
each
Share premium 99 001(1)
Note
(1) After the deduction of share issue expenses of
R1 600 000, the share premium will be R97 401 000.
4. LIFTING OF SUSPENSION OF LISTING
4.1 Shareholders are referred to the company`s announcement released on SENS on
7 December 2007 and in the press on 10 December 2007 in which the results
of the general meeting held on 7 December 2007 were disclosed.
4.2 The special resolutions referred to in the announcement were registered by
the Registrar of Companies on 20 December 2007. Accordingly, the JSE has
agreed to lift the suspension in the trading of DNR shares with effect from
the commencement of trade on Tuesday, 8 January 2008.
5. SALIENT DATES AND TIMES
The following salient dates and times pertinent to the corporate actions
serve as a reminder to shareholders:
2008
Last day to trade in the name of Friday, 4
Independent Financial Services Limited January
Change of name to "DNR Capital Limited" Monday, 7
effective on January
Listing of DNR transferred to the "Equity Monday, 7
Investment Instruments" sector of the JSE January
lists with effect from commencement of
trade on
The company`s shares under the new name Monday, 7
(DNR) with ISIN ZAE000110375 and JSE share January
code DRC become effective on
Lifting of the suspension of trading in Tuesday, 8
the shares from commencement of trade on January
Specific issue shares listed under the new Tuesday, 8
name of DNR Capital with ISIN ZAE000110375 January
and JSE share code DRC on
Record date in respect of the change of Friday, 11
name January
Dematerialised shareholders will have Monday, 14
their accounts at their CSDP or broker January
updated on
Certificated shareholders will have new Monday, 14
certificates in the name of DNR Capital January
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. Share certificates in the name of IFS cannot be
dematerialised or rematerialised after Friday, 4 January
2008.
Johannesburg
4 January 2008
Sponsor and Auditors and Attorneys
Independent Expert Reporting
Accountants
- PSG Capital - - PKF (JHB) Inc. - Fluxmans Attorneys -
Date: 04/01/2008 17:02:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
