| Wed 17 Aug 2005, 8:39 | | IFS - Salient Dates announcement |
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IFS - Salient Dates announcement regarding the distributions by IFS
INDEPENDENT FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1950/037061/06)
Share code: IND ISIN code: ZAE000025300
(`IFS` or `the company`)
SALIENT DATES ANNOUNCEMENT REGARDING THE DISTRIBUTIONS BY IFS
1. Introduction
Shareholders are referred to the announcement dated 5 October 2004 and the
subsequent detailed announcement dated 18 March 2005 wherein they were advised
that IFS had finalised agreements to dispose of all its remaining operating
subsidiaries or their businesses (`the disposals`) pursuant to the strategy to
realise its assets and distribute the net proceeds. The disposals include:
- the sale of the business of IFS Insurance Brokers (Proprietary) Limited (`IFS
Insurance Brokers`) as a going concern to Multifund Financial and Insurance
Services (Proprietary) Limited;
- the sale by 62 Juta Street Braamfontein (Proprietary) Limited, of:
* properties in Smit Street, Braamfontein to Jungle Holdings (Proprietary)
Limited (`Jungle Holdings`);
* a property in Juta Street, Braamfontein to Jungle Holdings;
* a property in Norwood on public auction; and
- the disposal of all of the shares in and claims against Red Car Hire
(Proprietary) Limited to Multifund Financial and Insurance Administrators
(Proprietary) Limited.
Following the disposals and the distributions, the company will have no
remaining assets other than R3 million cash and 100 000 IFS shares held as
treasury shares by O`Cor Insurance Brokers (Proprietary) Limited, a wholly-owned
subsidiary of the company.
The board of directors of IFS has proposed, by means of a reduction of share
premium, a cash distribution of 7,67 cents per share (`cash distribution`) and a
dividend in specie on the basis of one share in IFS Insurance Brokers for each
IFS share held by ordinary shareholders recorded in the register on the record
date (`dividend in specie`). The board of directors of IFS has also proposed a
special dividend of 6,25 cents per share for ordinary shareholders recorded in
the register on the record date.
The dividend in specie of one share in IFS Insurance Brokers for each IFS share
held by ordinary shareholders will enable IFS ordinary shareholders to receive
the final profit warranty-based portion of the IFS Insurance Brokers purchase
consideration, likely to amount to R6,1 million.
In terms of the SENS announcement dated 20 April 2005, entities owned or
controlled by Mr J W Simpson, the Chief Executive Officer of IFS, have agreed to
sell 26 640 000 IFS shares ex the dividends still to be declared by IFS pursuant
to its strategy to realise its assets and distribute the net proceeds. The price
of these shares was based on the express term and warranty that IFS will be left
with a net asset value of R3 million, comprised entirely of cash, after the
implementation of the above disposals, the cash distribution, the dividend in
specie and the special dividend (`the distributions`). On this basis the
purchase price will be equivalent to the (ex dividend) net asset value per share
at the relevant time.
The sale of those aforementioned shares is conditional upon the satisfactory
conclusion of a due diligence investigation of IFS by the purchaser, a
consortium led by Mr Des Rosen, by 31 August 2005 and the disposal by IFS of all
of its operations and/or subsidiaries being implemented. The sale will be
implemented on the fifth business day after the fulfillment of the last of the
conditions precedent set out above.
If the above sale of shares is implemented, the purchaser will be obliged in
terms of the provisions of the Securities Regulation Code on Takeovers and
Mergers to make an offer to the remaining IFS shareholders to acquire those
shares on the terms set out above. Such offer is expected to be made within 30
days of the aforementioned change of control occurring.
After the disposals and the distributions, the company`s remaining assets will
be entirely cash and accordingly IFS will become a cash shell. The sector in
which the company is listed on the JSE may change and shareholders will be
advised of such change in due course. The company will have six months from the
date on which shareholder approval for the disposals and distributions are
obtained to inject new assets into the shell, failing which shares in the
company will be suspended on the JSE. Should new assets not be injected into the
shell within three months following the suspension, the listing of the company`s
shares on the JSE will be terminated.
2. The distributions
Shareholders are advised that the last day to trade in order to be eligible to
receive the distributions will be Friday, 16 September 2005.
Shareholders who are recorded in the company`s register at the close of business
on Friday, 23 September 2005 will be entitled to participate in the
distributions.
The cash distribution and the dividend in specie will be effected by way of a
reduction of share premium account instead of making a dividend payment to
shareholders, as a cost effective means of returning the capital of the company
to shareholders.
The distributions are subject to the fulfilment of the condition precedent that
shareholders approve all the necessary resolutions to implement the disposals
and the special resolutions to approve the distributions. These resolutions, to
be passed by the requisite majority of shareholders, are contained in the notice
of general meeting attached to the circular referred to in paragraph 4 below.
3. Salient dates and times
2005
Issue and posting of circular Wednesday, 17 August
Forms of proxy for the general meeting of Tuesday, 6 September
IFS ordinary shareholders to be lodged with
the transfer secretaries by no later than
15:00 on
General meeting of IFS ordinary shareholders Thursday, 8 September
to be held at 15:00 on
Results of general meeting released on SENS
and distributions confirmed on Thursday, 8 September
Results of general meeting announcement Friday, 9 September
published in the press on
Last day to trade in order to qualify for
the cash distribution, the dividend in Friday, 16 September
specie and the special dividend
IFS shares trade ex- the cash distribution,
the dividend in specie and special dividend Monday, 19 September
on
Record date to be recorded in the register
to participate in the distributions Friday, 23 September
Distributions to shareholders. Posting of
cheques and share certificates or electronic
bank transfers in respect of certificated
shareholders. Accounts credited at CSDP or
broker in respect of shareholders who have
dematerialised their shares. Share Monday, 26 September
certificates in the name of IFS Insurance
Brokers will be issued to CSDPs and brokers
of dematerialised shareholders on
Notes:
1. These dates and times are subject to amendment. Any such amendment will be
released on SENS and published in the press.
2. Share certificates may not be dematerialised or rematerialised between
Monday, 19 September 2005 and Friday, 23 September 2005, both days inclusive.
3. IFS Insurance Brokers will not be listed on the JSE.
4. Documentation
A circular, which is subject to the approval of the JSE Limited and the
Securities Regulation Panel and which will include a notice convening a general
meeting of IFS ordinary shareholders, for the purpose of ratifying (where
applicable) and approving the entering into and implementation of the disposal
agreements, and to consider and approve the special resolutions required to
approve the distributions, will be posted to IFS ordinary shareholders on or
about Wednesday, 17 August 2005.
Johannesburg
17 August 2005
Sponsor
Merchant Sponsors (Proprietary) Limited
Attorneys
De Wet - Van der Watt (Sandton) Inc
Independent advisers, reporting accountants and auditors
Cohen Hill Funk & Co
Date: 17/08/2005 07:05:05 AM
Produced by the JSE SENS Department
