| Tue 2 Sep 2008, 17:50 | | DRC - DNR Capital - Acquisitions And Reverse Take-Over |
|
DRC
DRC
DRC - DNR Capital - Acquisitions And Reverse Take-Over
DNR Capital Limited
(Previously Independent Financial Services Limited)
(Registration No. 1950/037061/06)
Share Code: DRC & ISIN Code: ZAE000110375
("DNR Capital" or "the company")
ACQUISITIONS AND REVERSE TAKE-OVER
INTRODUCTION
Shareholders are referred to the announcement dated 14 July 2008 ("the
announcement") advising that an agreement had been entered into on 11 July 2008
between the company, Jonah Mining (Proprietary) Limited ("Jonah Mining"),
Abalengani Equities (Proprietary) Limited ("Abalengani Equities"), Xeedan
Holdings (Proprietary) Limited ("Xeedan Holdings") and Samada Diamond Holdings
(Proprietary) Limited (which has been renamed Abalengani Platinum Holdings
(Proprietary) Limited) ("Abalengani Platinum"), in terms of which, inter alia -
- 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").
REVERSE TAKE-OVER
The implementation of the transactions will result in a reverse take-over of the
company.
CIRCULAR
A circular and revised listing particulars were posted to the company`s
shareholders on Monday, 1 September 2008.
The important dates and times in respect of the transactions are as follows -
2008
Circular and Revised Listing Particulars Monday, 1 September
posted on
Receipt of forms of proxy in respect of the Friday, 19 September
general meeting by 9:00 on
General meeting at 9:00 on Tuesday, 23 September
Results of the general meeting released on Tuesday, 23 September
SENS on
Results of the general meeting published in Thursday, 25 September
the press on
Last day to trade in the name of DNR Capital Friday, 10 October
Limited
Shares will trade in the new name with the Monday, 13 October
ISIN: ZAE000125894 and the JSE Code "AND"
from
Listing of 285 000 000 consideration shares Monday, 13 October
under the abbreviated name "Andulela"
commences on the JSE with effect from the
commencement of trading on
Record date Friday, 17 October
Dematerialised shareholders will have their Monday, 20 October
accounts at their CSDP or broker updated on
Certificated shareholders will have new Monday, 20 October
certificates in the name of Andulela
Investment Holdings Limited posted by
registered post, provided their old share
certificates have been surrendered by 12:00
on Friday, 17 October 2008, on or about
(otherwise within five business days after
receipt of such old share certificates)
Notes:
1. The above dates and times are South African and subject to change. Any
change will be released on SENS and published in the press.
2. Share certificates in the name of DNR Capital Limited may not be
dematerialised or rematerialised after Friday, 10 October 2008.
2 September 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: 02/09/2008 17:50:29 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.
