Swan Group of Companies Inc.
Swan Group of Companies Inc.:
Swan Group of Companies Inc. / Enterprise 23.11.2009 Dissemination of a Media Release, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Near completion of the distribution of Indenture shares resulting from the takeover of DENVERSON Deerfield Beach, (USA) / Frankfurt (Germany), 23rd, November, 2009 - SWAN Group of Companies, Inc. (OTC: SWNG; 'SWAN Group' or the 'Company') announces that; the dividend distribution to all eligible stockholders of the company, of shares of Indenture Investments Limited, listed under the symbol 3IV on the Open Market segment of the Frankfurt Stock Exchange has almost been finalized. To date 881 stockholders of SWAN Group have received their corresponding certificates. US shareholders of the SWAN Group/JDC will receive their certificates from the relevant US transfer agent. Shareholders who possessed shares of SWAN Group of Companies, Inc (formerly Metropolitan Worldwide, Inc.) in their broker accounts on May 30th, 2007 will receive their resultant shares through the US transfer agent; DTC/Cede & Co. The distribution of these shares is not conducted by the company itself. All hereunder distributed shares of Indenture are subject to a restriction period ending August 6th, 2010. It has come to the attention of the Company that certain interim documents granting rights to new stock certificates were distributed by third parties unauthorized to do so, and in failure of compliance with the legal requirements of the German Securities Regulations: WpPG §4, Parts 1 and 2. Therefore - in some instances - the distribution of certain stock, relevant to certain transactions during the years 2007, 2008 and 2009, are under review due to considerable uncertainties regarding the fulfillment of the required conditions, such as the delivery of the appropriate counter value, and the correct entry in the Company's shareholder register. If any stockholders of SWAN, fulfilling all conditions for legitimate issuance of shares, should not receive said stock certificates they are kindly requested to contact the postal address of the SWAN Group, in Frankfurt a/ Main, Germany (see details below). The claimants should include all relevant documentation regarding their eligibility to the requested stock in order to expedite the review of their claim. The Company has reserved a certain volume of stock in order to be able to fulfill potentially legitimate claims. Indenture shares owned by SWAN Group and which - to a degree - have been distributed to eligible shareholders; derive from the sale of 80.9 % of the James Denverson Corp., formerly a fully owned subsidiary, to Indenture Investments Limited, a Canadian based firm. For this sale SWAN Group received a total of 810 Million shares (pre-split) of Indenture shares, resulting in a final post split of 67.5 Million shares. All of these above mentioned shares of Indenture are subject to a so-called 'lock-up' period until August 6th, 2010. Based on a Resolution made in May 2007 by the Board of Directors of SWAN Group (formerly known as Metropolitan Worldwide), approximately 881 shareholders of SWAN Group will benefit from this distribution of stock. A separate agreement for stock option rights, to be swapped for stock of James Denverson Corp. or Indenture, was made with another 42 shareholders, based on the financial arrangements to finance various activities of the Company between the years 2007 and 2009. A swap obligation has been exempted. Since, until today, the Company has not received any converse claims for distribution of private DENVERSON shares, a unanimous support from all stockholders for the takeover by Indenture is assumed. With effective date of the agreement from March 15th 2009 - May 25th 2009 the required majority for the takeover of SWAN Group's former subsidiary JAMES DENVERSON Corp. has been ratified and legally binding. 9, 8 Million free tradable shares also resulting from the above mentioned transaction between SWAN Group and Indenture, and subsequently now owned by SWAN Group (and thus its shareholders) are still being unjustly withheld from distribution to the rightful owners by the Raiffeisen Bank in Liechtenstein. Regardless of the fact that during the last two months the bank has been instructed by SWAN Group to distribute a certain number of said free tradable shares to Indenture stockholders it has as yet not done so, in spite of having at times informed the Company to the contrary, blaming the delay on a verification of compliance measures. In case the bank should continue to neglect its obligations, and not imminently distribute the share certificates, and considering it has failed to submit to this Company any valid reasons for not having executed these orders, SWAN Group will inform the relevant authorities,requesting their intervention, and a solution to this matter. By the closing of the distribution transactions and further financing measures during recent months, approximately 163 Million shares of Indenture (pre split), or approximately. 15.58 Million Shares (post split) are still owned by SWAN Group of Companies, Inc. According to Indenture Investments Limited, the announced reverse split - by a factor of 12 - shall be implemented by end of this calendar year. SWAN Group has now completed its active support of the development of the 'smokeless cigarette' project. All eligible stockholders as well as SWAN Group itself, as a direct shareholder of Indenture Investments Limited - a Company listed on the Stock market - will benefit directly in the further progress of the smokeless cigarette projects as well as from other businesses Indenture holds an interest in. Recently SWAN Group has taken interests in new activities through initial investments and takeovers of companies in growth areas such as Internet marketing and distribution of music and entertainment products as well as business PR/IR. In the near future SWAN Group will publish details about these ventures in a separate report. As of January 1st, 2010 the company will also establish a representative office in Brussels, Belgium. SWAN Group of Companies, Inc. The diversified holding company located in Deerfield Beach, Florida, USA and - soon - in Brussels, Belgium, is engaged in various areas of business such as music, entertainment, marketing, Internet marketing, sales & distribution, as well as consumer goods by way of its investments and subsidiaries. In the future the company will further expand its core business via acquisitions and mergers, or activities of a collaborative nature with various media ventures. Contact: CEO William Frederick Ballou Info@swan-group.us Head Office: SWAN Group of Companies 30 South Federal Highway - Suite 150 Deerfield Beach, FL 33441, USA German Postal Address/ Telephone & Fax: SWAN Group of Companies Westhafenplatz 1 D - 60327 Frankfurt am Main Germany +49 69 710456421 - Telephone +4969 710 456 450 - Facsimile Safe Harbor Statement Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of our officers and directors during presentations about our company, along with Swan Group of Companies filings with the Securities and Exchange Commission, including the Company's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-KSB, are 'forward-looking' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the 'Act'). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as 'expects', 'anticipates', 'intends', 'plans', 'could', 'might', 'believes', 'seeks', 'estimates' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by the Company's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about Swan Group of Companies, Inc, its technology, economic and market factors and the industries in which the Company does business, among other things. These statements are not guarantees of future performance and Swan Group of Companies, Inc. undertakes no specific obligation or intention to update these statements after the date of this release. +49 69 710456421 fon 23.11.2009 Financial News distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de ---------------------------------------------------------------------------
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