Indenture Investments Ltd.
Indenture Investments Ltd.: James Denverson Corporation
Indenture Investments Ltd. / Acquisition Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- Investor Relations Dept. Information: Toronto, Canada. June 29th 2009 - Indenture Investments Limited referred to as 'Indenture', together with the SWAN Group of Companies (symbol 'SWNG.pk') referred to as 'SWAN', jointly announce that the acquisition of majority control of SWAN's former subsidiary James Denverson Corporation, referred to as 'JDC', by Indenture Investments Limited., has been ratified by majority resolution of both companies boards of directors and shareholders. Indenture is listed on the Open Market of the Frankfurt Stock Exchange under the symbol 3IV. By implementation of this takeover SWAN Group of Companies, Inc. is to receive a volume of 67.500.000 shares of common stock of Indenture Investments Limited., Canada. SWAN Group as seller of the 80.9% of JDC has agreed to this takeover in a Board resolution from June 18th, 2009. The shareholders of James Denverson Corporation already had given their approval to a possible takeover/merger with a stock market listed company when subscribing for shares of JDC. The entitled JDC representation certificates which have been issued to the JDC shareholders in the past will be exchanged into shares of Indenture Investments Limited on a one for one basis after the reverse split of Indenture. A total of 83.080.333 shares of James Denverson Corp. have been issued, and the according number of representation certificates have been issued and are outstanding. This number consists of 75 Million shares of JDC from formation by SWAN Group as well as a further number of 8.080.333 shares for various funding and contribution in kind until June 2006. The certificates have been issued with the right to receive shares after a successful going public or takeover. This is the case now. Thus according to the resolution of Indenture 67.5 Million shares of Indenture Investments Limited will be issued and distributed to the SWAN Group and approx. 900 shareholders of SWAN respectively JDC with a lock-up period between 6 and 12 months. The shares of Indenture to be issued to SWAN partially will remain with SWAN Group and partially will be distributed to the shareholders of SWAN Group. This distribution will now be prepared and implemented, based on the company's resolution from May 15th, 2007 and represents approx. a total of 36.921.977 shares. Further 3.018.333 shares of JDC have been issued to Directors, patent expenses and non-cash benefits. In addition an amount of 6.680.316 share representation certificates of JDC for funding and investments of JDC from the SWAN Group have been issued to investors. The prices for these share representation certificates have been between US$ 0.75 and US$ 2.00 since September 2006 and December 31st, 2008. After the issuance and distribution of the Indenture shares to the entitled shareholders of SWAN Group and JDC, SWAN Group of Companies, Inc. will hold approx. 15,888,374 shares. A further amount of approximately 5,000,000 shares will be issued to parties responsible for initiating and arranging this transaction. Reverse Split: According to the resolution from June 15th, 2009, the shares of Indenture Investments Limited will be reduced from previously 320 Million to new 26.6 Million shares of common stock before the takeover transaction of JDC. The reverse split will take place with the factor twelve. After the reverse split the takeover of 80.9% of James Denverson Corp. will be completed. By this acquisition of JDC a total of 67.5 Million new shares of common stock of Indenture will be issued in a capital increase. After the transaction Indenture will have a total of 94.1 Million shares of common stock issued and outstanding. After the takeover of JDC the company will apply for a new cusip that will represent the new consolidated shares that will result in a rest period for its shares of approx. four weeks.' During this time the company will effect the share consolidation and expects to start the trading of its shares in a range of Euro 6.50 and 7.80', comments the Board of Directors of Indenture Investments Limited. Indenture management and directors would like to thank the former directors of JDC for their support and efforts especially Dirk and Michael Kieslich who were instrumental in the development of the smokeless cigarette product that will be marketed through JDC. Indenture will be appointing a new board of directors for JDC with head offices for JDC and all Indenture related subsidiaries including AE American Enterprises Inc. ('AE') and Satellite Broadcasting Network ('SBN') SPA located in Toronto Canada. Sales of SBN, AE and JDC will be expanded on a global basis associated with various licenses in the many countries we expect to market our products and services. By the close of the takeover of JDC that is expected to close on or before June 30, 2009, a majority of JDC will be owned by Indenture Investments Limited. JDC will become a vital part of the global Indenture Group. This step should create greater liquidity for all existing and new shareholders of Indenture. The company will publish a subsequent press release shortly explain in details the prospective plans and the strategy of Indenture including AE, SBN and JDC. For further information contact: www.indentureinvestmentsltd.com Info@indentureinvestmentsltd.com Phone: 647-345-1181 Indenture Investments Limited and; SWAN GROUP OF COMPANIES Board of Directors 29.06.2009 Financial News transmitted by DGAP ----------------------------------------------------------------------
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