| Thu 26 Nov 2009, 11:11 | | SIM - Simmers Seeks Clarification On Validity Of Notice |
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SIM
SIIF
SIM - Simmers Seeks Clarification On Validity Of Notice
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 SEEKS CLARIFICATION ON VALIDITY OF NOTICE
Shareholders are referred to the announcement released on the Securities
Exchange News Service ("SENS") on Monday, 16 November 2009. The announcement
advised that Simmers had received a notice ("requisition") on Friday,
13 November 2009 from the joint provisional liquidators of Xelexwa Investment
Holdings (Pty) Limited ("Xelexwa") (in liquidation) ("Xelexwa liquidators"),
requisitioning a general meeting of Simmers shareholders ("general meeting")
in terms of section 181(1) of the Companies Act, Act 61 of 1973 ("Companies
Act").
Simmers has today, Thursday, 26 November 2009, launched an application in the
South Gauteng High Court ("court") in terms of which it gives notice of its
intention to:
- apply for an interim order on an urgent basis on Tuesday, 1 December
2009, interdicting and restraining Xelexwa and the Xelexwa liquidators
from:
- issuing a notice convening a general meeting of Simmers shareholders
in terms of section 181(3) of the Companies Act pursuant to the
requisition;
- holding a general meeting of Simmers shareholders pursuant to the
requisition; and
- tabling a resolution to remove any director of Simmers in terms of
section 220 of the Companies Act and/or appointing any other person
as a director of Simmers pursuant to the requisition, and
- apply for an order on a date to be arranged with the Registrar of the
High Court, declaring the requisition of no force and effect and
interdicting and restraining Xelexwa and the Xelexwa liquidators from:
- issuing a notice convening a general meeting of Simmers shareholders
in terms of section 181(3) of the Companies Act pursuant to the
requisition;
- holding a general meeting of Simmers shareholders; and
- tabling a resolution to remove any director of Simmers in terms of
section 220 of the Companies Act and/or appointing any other person
as a director of Simmers pursuant to the requisition.
Simmers is seeking clarity from the court as to the legal authority of the
Xelexwa liquidators to requisition the general meeting.
The fact of Xelexwa`s liquidation raises concerns about the status of
Xelexwa`s holding company, Vulisango Holdings (Pty) Limited. Simmers believes
that it is in the interest of shareholders that there is clarity and
transparency around the parties and entities who are seeking to gain control
of the Simmers board of directors, more so as this relates to the actions and
obligations of parties who may be acting in concert to give effect to this
change of control at Simmers board level.
The Xelexwa liquidators have a duty to act in accordance with the provisions
of the Companies Act. Failure to do so would undermine the validity of the
requisition and the votes cast at the general meeting convened pursuant to the
requisition, specifically in respect of Simmers shares held by Xelexwa.
Accordingly the outcome of such a general meeting would be subject to
challenge. The board of Simmers has a fiduciary duty to its shareholders to
ensure that any general meeting of shareholders is requisitioned and convened
in accordance with the Companies Act.
Shareholders will be kept informed of further developments via SENS.
For further information please visit www.simmers.co.za or contact:
Gail Strauss (Communications) +27 82 936 8481
Nick Goodwin (Investor relations) +27 83 629 8605
Macquarie First South Advisers
Melanie de Nysschen/Thembeka Mgoduso +27 11 583 2000
Brunswick (on behalf of Simmers)
Byron Kennedy/Marina Bidoli/Itumeleng Mahabane +27 11 502 7400
Johannesburg
26 November 2009
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
Sponsor
Date: 26/11/2009 11:11:20 Produced by the JSE SENS Department.
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