| Mon 21 Sep 2009, 8:55 | | SIM - Simmers Requests The JSE To Investigate Possible Manipulation Of Trading |
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SIM
SIIF
SIM - Simmers Requests The JSE To Investigate Possible Manipulation Of Trading
In The Securities Of The Company
Simmer & Jack Mines, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1924/007778/06)
Share code: SIM
ISIN Code: ZAE000006722
("Simmers" or the "company")
SIMMERS REQUESTS THE JSE TO INVESTIGATE POSSIBLE MANIPULATION OF TRADING IN THE
SECURITIES OF THE COMPANY
Shareholders are advised that it has come to the attention of the management of
Simmers ("Simmers management") that an unusual volume of Simmers securities has
been traded over the course of the last week. During this time the share price
of the company has experienced increasing downward pressure. Simmers management
yesterday, Sunday, 20 September 2009, requested the JSE to launch an
investigation into a possible manipulation of trading in the listed securities
of the company.
The request to the JSE to launch an investigation was prompted by Simmers
management becoming aware of the existence of a statement which may possibly
constitute false, misleading or deceptive statements, promises and forecasts as
defined in section 76 of the Securities Services Act, 2004. This statement was
seemingly distributed to certain shareholders and into the market during the
course of the last week ostensibly to solicit support from Simmers shareholders
to effect changes to the board and management at Simmers.
The statement is reproduced below:
QUOTE
"A body of concerned shareholders representing in excess of 25% of the issued
share capital of the company object to the manner in which certain of the
executive directors conduct themselves in regard to its affairs. They have
engaged our services in order to solicit support from shareholders to effect
changes to the board and management at Simmers. Their primary complaints are:
1. Mr. Gordon Miller, the CEO, has relocated to Canada where he spends most of
his time. Simmers operations are in South Africa and it is in the interests of
shareholders that the company`s CEO be located close to its operations. In line
with best practice among CEO`s of off shore listed mining companies with their
assets located in South Africa, Mr. Miller is bucking the trend exemplified by
the CEO of Lonmin Plc. In this regard, Mr. Ian Farmer has undertaken to spend
most of his time in South Africa to be close to Lonmin`s operations. Simmers
assets require close attention from a technical perspective on an on going basis
and strong leadership from its CEO. Mr. Miller is also CEO of First Uranium
which is no longer a subsidiary of Simmers. Mr. Miller`s declared emoluments are
R9, 283million which concerned shareholders believe it to be excessive in the
circumstances.
2. Simmers has sold down its investment in First Uranium from some 63% to 35%.
In doing so it has not only disposed of a valuable asset but it has potentially
jeopardised First Uranium`s mining rights by diluting its effective Black
Economic Empowerment shareholding.
3. The company and First Uranium continue to incur cash losses and it is clear
that operations will need to be recapitalised over time. This will require
additional financing and cash flow drain on Simmers, who was recently been
obliged to advance $20 million to First Uranium. From recent reports it is clear
that Simmers` operations are not breaking even on a cash basis, despite a
Rand/gold price of approximately R250 000 per Kg.
4. The chairman of Simmers has objected to the appointment to the board of a
well know and highly successful mining engineer who has been the CEO of a large
listed gold mining group in South Africa. It is estimated that this person could
add huge value to the board.
It is estimated by the significant group of concerned shareholders that the
current executives have failed to deliver value and will act as an impediment to
an exciting opportunity for Simmers to play a role in the consolidation of the
junior gold mining industry going forward. The removal of Mr. Miller from the
board would signal the start of a new era in the company.
All of the above has resulted in value destruction for shareholders which is
represented by an ever declining Simmers share price. Accordingly the group of
concerned shareholders seek support of like minded shareholders for the purpose
of effecting change to the Simmers board by voting against the re-appointment of
Messrs Jacobs and Miller to the board and against the passing of all special
resolutions save for the resolution granting share options to non executive
directors."
UNQUOTE
Shareholders will be informed of the outcome of the investigation and any
further developments in due course.
Johannesburg
21 September 2009
Sponsor
Macquarie First South Advisers (Pty) Ltd
Date: 21/09/2009 08:55:01 Produced by the JSE SENS Department.
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