| Thu 25 Sep 2008, 7:05 | | DRC - DNR Capital Limited - Results of general meeting, approval of change of |
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DRC
DRC
DRC - DNR Capital Limited - Results of general meeting, approval of change of
name and change of sponsor
DNR Capital Limited
(Previously Independent Financial Services Limited)
(Registration No. 1950/037061/06)
Share Code: DRC ISIN Code: ZAE000110375
("DNR Capital" or "the company")
RESULTS OF GENERAL MEETING, APPROVAL OF CHANGE OF NAME AND CHANGE OF SPONSOR
Shareholders are referred to the acquisitions and reverse take-over announcement
dated 25 March 2008. Subsequently, on 14 July 2008 there was a further
announcement detailing the restructure of the transactions.
On 1 September 2008 a circular was issued to the company`s shareholders
together with a notice of general meeting and revised listing particulars
containing further details of the transactions.
Shareholders are advised that at the general meeting of the company held on
Tuesday, 23 September 2008 all the ordinary and special resolutions, as
contained in the notice, were passed by the requisite majority of DNR Capital
shareholders.
The special resolutions relating to -
- the change of name of the company from DNR Capital Limited to Andulela
Investment Holdings Limited;
- the increase of the company`s authorised share capital;
- the creation of the DNR Capital preference shares;
- the amendment of the articles of association of the company to provide for
the rights of the DNR Capital preference shares; and
- the alteration of the company`s memorandum of association to reflect the
new capital structure;
will be lodged with the Companies and Intellectual Property Registration Office
for registration.
The transactions remain conditional upon the suspensive condition that the
special resolutions are registered by the Companies and Intellectual Property
Registration Office.
In addition, the transactions remain subject to the resolutive condition that,
by no later than 30 September 2008, or such later date as the company may agree
in writing, the company confirms to Abalengani Platinum Holdings(Proprietary)
Limited (Registration No. 2007/033919/07) ("Abalengani Platinum") that the
company is satisfied with the terms and conditions of the new security
arrangements which are in the process of being put in place between the
Abalengani group (comprising jointly and severally Abalengani Equities
(Proprietary) Limited (Registration No. 2004/001801/07), Xeedan Holdings
(Proprietary) Limited (Registration No. 2001/028806/07) and Abalengani Platinum
("the Abalengani group")) and Investec Bank Limited ("Investec") in substitution
of the Investec suretyships/pledges currently in place and in terms of which the
sole exposure of Abalengani Mining Investment (Proprietary) Limited
(Registration No. 2003/028426/07) and JB Platinum Holdings (Proprietary) Limited
(Registration No. 2006/027692/07) to Investec in respect of the Abalengani
group`s Investec liabilities is to be limited to the pledge of 8000 ordinary
shares in the issued share capital of Kilken Platinum (Proprietary) Limited
(Registration No. 2003/001334/07).
The board of directors of the company has been reconstituted so that the board
now comprises -
- Sir Sam Jonah as non-executive chairman;
- Phillip Vallet as non-executive director;
- Desmond Rosen as non-executive director;
- John Barton-Bridges as non-executive director;
- Richard Jonah as non-executive director;
- Dudley Rubin as independent non-executive director;
- Neil Herbert as independent non-executive director;
- Ian Stalker as Chief Executive Officer; and
- Pieter de Jager as Financial Director.
SALIENT DATES AND TIMES
2008
Last day to trade in the name of DNR Capital Friday, 10 October
Limited on
Shares will trade in the new name of Andulela Monday, 13 October
Investment Holdings Limited, under the new ISIN
ZAE000125894 and the JSE Share Code "AND" from
Listing of 285 000 000 consideration shares under Monday, 13 October
the abbreviated name "Andulela" commences on the
JSE with effect from the commencement of trading
on
Record date in respect of change of name Friday, 17 October
New certificates will be issued to certificated Monday, 20 October
shareholders on
Dematerialised shareholders will have their Monday, 20 October
accounts at their CSDP or broker updated on
Notes:
1. Any changes to these salient dates and times will be announced on SENS.
2. Shares certificates in the name of DNR Capital Limited will not be
dematerialised or rematerialised after Friday, 10 October 2008.
CHANGE OF SPONSOR
Shareholders are further advised that PSG Capital (Proprietary) Limited has
resigned and Java Capital (Proprietary) Limited has been appointed as sponsor to
DNR Capital with immediate effect.
23 September 2008
Sponsor
Java Capital (Proprietary) Limited
Date: 25/09/2008 07:05:08 Produced by the JSE SENS Department.
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