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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