| Mon 18 Aug 2008, 17:22 | | DRC - DNR Capital - Proposed Waiver Of Mandatory Offer: Opportunity For DNR |
|
DRC
DRC
DRC - DNR Capital - Proposed Waiver Of Mandatory Offer: Opportunity For DNR
Capital Shareholders To Make Submissions
DNR Capital Limited
(Previously Independent Financial Services Limited)
(Registration No. 1950/037061/06)
Share Code: DRC & ISIN Code: ZAE000110375
("DNR Capital" or "the company")
PROPOSED WAIVER OF MANDATORY OFFER: OPPORTUNITY FOR DNR CAPITAL SHAREHOLDERS TO
MAKE SUBMISSIONS
INTRODUCTION
Shareholders are referred to the restructure of transactions announcement dated
14 July 2008 advising that the parties to the original transactions agreement
between the company, Jonah Mining (Proprietary) Limited ("Jonah Mining"),
Abalengani Equities (Proprietary) Limited ("Abalengani Equities") and Xeedan
Holdings (Proprietary) Limited ("Xeedan Holdings") ("the original transactions
agreement") have restructured their arrangements as recorded in the original
transactions agreement.
A new agreement has been entered into on 11 July 2008 between the company, Jonah
Mining, Abalengani Equities, Xeedan Holdings and Abalengani Platinum ("the new
transactions agreement"), in terms of which:
- the original transactions agreement is cancelled;
- Jonah Mining sells to the company 50% of the entire issued share capital in
and all of its claims on loan account against each of:
- AMI ("the AMI sold equity") ("the AMI sale transaction"); and
- JPH ("the JPH sold equity") ("the JPH sale transaction"),
which amounts to an effective 8,000 shares in Kilken, representing
approximately 41.8% of the issued share capital in Kilken (which comprises
Jonah Mining`s entire interest in Kilken);
- Abalengani Platinum is granted a put option to dispose of and the company a
call option to acquire the remaining 50% of the entire issued share capital
in and all of its claims on loan account against each of:
- AMI (collectively, "the AMI option equity") ("the AMI option
transaction"); and
- JPH (collectively, "the JPH option equity") ("the JPH option
transaction"),
which amounts to an effective 8,000 shares in Kilken, representing
approximately 41.8% of the issued share capital in Kilken (which comprises
Abalengani Platinum`s entire interest in Kilken);
- Jonah Mining is granted the right to subscribe for up to 200,000,000 new
ordinary shares in the issued share capital of DNR Capital at an issue
price of 100 cents per share (the "shares for cash transaction"). This
right will expire on the first anniversary of the fulfilment of the last of
the conditions precedent to the transactions;
- if prior to the exercise of the put/call arrangements in respect of the AMI
option equity and the JPH option equity, AMI and JPH unbundle or otherwise
distribute to Abalengani Platinum 50% of the shares in Kilken held by each
of AMI and JPH being in aggregate 8,000 Kilken shares ("the Kilken option
shares") then Abalengani Platinum`s put/call arrangements with DNR Capital
pursuant to the AMI option transaction and the JPH option transaction shall
automatically apply in respect of the Kilken option shares in the place of
the AMI option equity and the JPH option equity (the "Kilken option
transaction"),
(collectively "the transactions")
The transactions constitute an "affected transaction" in terms of the Securities
Regulation Code on Takeovers and Mergers ("the Code") which ordinarily would
require Jonah Mining and/or Abalengani Platinum to make an offer ("mandatory
offer") to acquire the DNR Capital shares owned by the other DNR Capital
shareholders.
The transactions are conditional on, inter alia, a majority of the independent
votes at a meeting of shareholders of DNR Capital waiving the requirement for
Jonah Mining and/or Abalengani Platinum to make a mandatory offer under the Code
occasioned by the issue of any shares in DNR Capital pursuant to the
implementation of the transactions.
APPLICATION FOR WAIVER
Shareholders are advised that an application has been made to the Securities
Regulation Panel ("SRP") under Rule 8.7 of the Code to dispense with the
obligation on the part of both or any of Jonah Mining and/or Abalengani Platinum
to make any mandatory offer under Rule 8 of the Code which would otherwise be
occasioned by the issue of DNR Capital shares in discharge (or part discharge)
of the purchase consideration for the AMI sold equity and/or the JPH sold equity
and/or the implementation of all or any of the AMI option transaction, the
JPH option transaction, the Kilken option transaction and/or the shares for cash
transaction.
The SRP has exercised its discretion in terms of the Code and agreed to consider
granting dispensation of the obligation on the part of Jonah Mining and/or
Abalengani Platinum to make a mandatory offer in terms of the Code subject to:
- a majority of the independent votes at a general meeting of shareholders in
DNR Capital waiving any requirement for such mandatory offer as
contemplated under the Code;
- the SRP receiving no objections to the proposed waiver and/or pursuant to
receiving such an objection having exercised its discretion to grant a
waiver as contemplated under the Code.
The dispensation will only apply if the obligation on the part of both or any of
Jonah Mining and/or Abalengani Platinum to make a mandatory offer under the Code
arises prior to the first anniversary of the date on which the requisite DNR
Capital shareholder resolution is passed by an independent majority of DNR
shareholders at a properly constituted meeting of DNR Capital shareholders
waiving the requirement for a mandatory offer to be made.
DNR Capital shareholders may provide the SRP with written submissions by no
later than the expiry of seven calendar days immediately after the posting of
the circular and revised listings particulars to shareholders (which is expected
to be on or about Thursday, 28 August 2008) as to why the SRP waiver should not
be granted. Written submissions may be faxed to the SRP on fax number +27 11 482
5635. Written submissions may also be delivered by hand to the SRP at the
following address: Reeva House, 2 Sherborne Road, Parktown, 2193.
If any submissions are made to the SRP, the SRP will consider the merits
thereof, and, if necessary, provide DNR Capital with an opportunity to make
representations to the SRP. Thereafter, subject to the waiver in general
meeting being granted by DNR Capital shareholders, the SRP will rule on the
requirements for a mandatory offer.
Shareholders will be advised of the outcome of the SRP application.
A copy of this announcement will be posted to all DNR shareholders as reflected
on DNR`s share register as at close of trade on Friday, 22 August 2008.
18 August 2008
Corporate advisor, legal advisors and transaction sponsor
Java Capital (Proprietary) Limited
Attorneys to the company
Fluxmans Attorneys
Company sponsor
PSG Capital (Proprietary) Limited
Date: 18/08/2008 17:22:57 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.
