| Thu 17 Dec 2009, 13:43 | | SIM - Simmer & Jack - Letter to shareholders from the newly appointed |
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SIM
SIIF
SIM - Simmer & Jack - Letter to shareholders from the newly appointed
independent non-executive directors of the Simmers interim board
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")
LETTER TO SHAREHOLDERS FROM THE NEWLY APPOINTED INDEPENDENT NON-EXECUTIVE
DIRECTORS OF THE SIMMERS INTERIM BOARD
"Dear Shareholders,
We are writing to you to inform you of recent changes to your board of directors
and in particular to communicate our role as independent directors serving on
the Simmer interim board ahead of the Simmers general meeting scheduled to take
place on Monday, 1 February 2010 ("general meeting").
At our informal meeting with the then Simmers board on Thursday, 10 December
2009, at which we, the new, additional independent board members namely Colin
Brayshaw, Ralph Havenstein, Vusi Khanyile, Gugu Msibi and Dr Nick Segal agreed
to be appointed to the Simmers board, we requested that the new Simmers board be
constituted as an interim board. The rationale for this approach was to enable
all Simmers shareholders to have their say and vote on the composition of the
final Simmers board when called upon to do so at the above general meeting.
To ensure the legitimacy of proceedings at the general meeting and in the
interests of shareholder democracy, we immediately prevailed upon Messrs Gordon
Miller, John Berry and Graham Wanblad to withdraw their pending high court
appeal against Xelexwa Investment Holdings (Pty) Limited (Xelexwa) being taken
out of liquidation. A withdrawal of this appeal means that not only is the
requisition from Xelexwa to call an extraordinary general meeting legitimate,
but it also clears the way for Vulisango, Xelexwa`s holding company, to vote its
shares in Simmers.
We will ensure that the Simmers interim board continues to operate in this co-
operative and constructive spirit ahead of the general meeting on 1 February
2010 and beyond, if called upon to do so.
We understand our immediate mandate as one of providing stability and
stewardship to Simmers in the process of creating a long-term, independent board
that advances the interests of all Simmers shareholders, including minority
shareholders and other stakeholders.
We believe it essential that ultimately Simmers shareholders have an opportunity
to elect and approve a long-term, fully independent board.
We accepted our respective appointments to the Simmers interim board on
condition that a significant proportion of Simmers shareholders were consulted
on and were supportive of our appointment to ensure that we enjoy legitimacy.
Based on feedback received from that informal consultation process we believe
that we are currently supported by a critical mass of Simmers shareholders.
That said, we have undertaken to serve on the Simmers board only for as long as
we believe we enjoy this legitimacy and shareholder support and also provided
that we believe the overall board to be truly independent.
For the duration of our tenure on the Simmers board we see our role and
priorities as follows:
- to provide stability and certainty to Simmers and its shareholders;
- to provide stability and support to the employees of Simmers, in the long-
term interests of the company and to ensure the retention of talent within
the Simmers ranks;
- to ensure that the highest standards of corporate governance are maintained
- to protect and advance the interests of all Simmers shareholders,
including minority shareholders, and other stakeholders. As a first step,
we have reconstituted the Audit and Risk Committee as well as the Human
Resources and Compensation Committee; the latter Committee will oversee the
settlement terms of all outgoing Simmers executive directors; and
- to serve as stewards on behalf of all Simmers shareholders and other
stakeholders by acting as custodians of the process to elect a long-term
independent board focused on re-building investor trust and wider
confidence in Simmers whilst simultaneously holding management accountable
for the company`s performance.
We look forward to you making your voice heard at the general meeting on Monday,
1 February 2010 - either in person or by proxy - to secure the advancement of
the best interests of the company. We will keep you informed of any further
developments that pertain to your company through release of relevant
announcements on the Securities Exchange News Service.
Yours faithfully,
Colin Brayshaw, Ralph Havenstein, Vusi Khanyile, Gugu Msibi and Dr Nick Segal"
Johannesburg
17 December 2009
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
Sponsor
Date: 17/12/2009 13:43:41 Produced by the JSE SENS Department.
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