IWL iwl limited

sale of avcol stockbroking and selective share buy

  1. 461 Posts.
    The boards of Rivkin Financial Services Ltd (RFS); IWL Ltd (IWL) and its subsidiaries Pinnacle Asset
    Management Pty Ltd and IWL Broking Solutions Ltd; and Network Ltd (Network) are pleased to
    announce a series of transactions relating to each company.

    These transactions are as follows:

    Sale of Avcol Stockbroking
    Subject to shareholder approval and completion of due diligence by IWL, RFS is to sell its wholly
    owned subsidiary Avcol Stockbroking Pty Ltd (Avcol) to IWL for total consideration of approximately
    $10.2 million, inclusive of approximately $5.2 million of cash, resulting in a net enterprise value of
    approximately $5.0 million. Consideration for the sale will be:
    a) the cancellation of 12,539,314 RFS shares currently held by IWL's wholly owned subsidiary, Pinnacle Asset Management Pty Ltd (which comprises the whole of IWL/Pinnacle's
    shareholding in RFS); and
    b) at the election of RFS at the time of completion either 862,058 IWL shares (at an issue price of $2.60 per share) or $2.2 million in cash or a combination of cash and IWL shares to a total
    amount of $2.2 million.
    Selective share buy-backs
    Subject to shareholder approval RFS shall buy-back and subsequently cancel:
    a) 9,000,000 RFS shares from Network in consideration of the transfer to Network of 10,001,557 shares in Network currently held by RFS; and
    b) 3,460,000 RFS shares from Cole Kablow Superannuation Pty Ltd (Cole Kablow) in consideration of the transfer to Cole Kablow of 3,845,043 shares in Network currently held by
    RFS. The Network buy-back and cancellation of its Network shares will be subject to approval by Network
    shareholders.

    At the conclusion of these transactions RFS will have disposed of the whole of its shareholding in
    Network and each of Network and Cole Kablow will have disposed of the whole of their respective
    shareholdings in RFS.
    Network has also agreed, subject to RFS shareholder approval of the buy-back of the 9,000,000 RFS
    shares, to an early repayment of the $1 million loan (plus accrued interest) previously advanced by
    RFS to Network. This loan would ordinarily fall due for repayment in July 2007.

    RFS also confirms that it is finalising an agreement with Alan Davis Group Pty Ltd (ADG) whereby the
    whole of that company's shareholding in RFS of 7,305,784 shares will be bought back and cancelled
    by RFS in consideration of the sum of $1,607,272. It is expected that this consideration will be paid
    by RFS in cash and / or through a transfer to ADG of the Company's current shareholding in
    Drillsearch Energy Ltd or a combination of these two forms of consideration. It is expected that this
    transaction will also be subject to RFS shareholder approval.

    Further details of this transaction will be announced once a binding agreement has been executed by
    RFS and ADG.

    RFS Shareholder meetings
    The RFS board intends to call a general meeting of shareholders to vote on the above transactions.
    The meeting documents will explain the transactions in detail and will include an Independent Expert
    Report.

    In light of the above, RFS and Pinnacle Asset Management Pty Ltd (Pinnacle) have agreed to the
    cancellation of the meeting of RFS shareholders previously called by Pinnacle pursuant to section
    249f of the Corporations Act.

    Network also confirms that subject to the buy-back of its RFS shares as above, it will not be
    proceeding with its previously announced intention to call a meeting of RFS shareholders pursuant to
    section 249f of the Corporations Act.

    Further announcements relevant to each company will be made in due course.
 
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