| Fri 22 Jan 2010, 13:40 | | SIM - Simmers Resolves Shareholder Dispute - Joint Statement by Simmers Xelexwa |
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SIM
SIIF
SIM - Simmers Resolves Shareholder Dispute - Joint Statement by Simmers, Xelexwa
and RMB, and Cautionary Announcement
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 RESOLVES SHAREHOLDER DISPUTE - JOINT STATEMENT BY SIMMERS, XELEXWA AND
RMB, AND CAUTIONARY ANNOUNCEMENT
Simmers shareholders are referred to the announcement released on the Securities
Exchange News Service ("SENS") on Friday, 8 January 2010, informing Simmers
shareholders of the appointment of a new independent non-executive chairman and
chief executive officer in Vusi Khanyile and Deon van der Mescht, respectively,
and the reconstitution of the interim Simmers board ahead of the general meeting
convened to be held on Monday, 1 February 2010 ("general meeting") in terms of
the notice of general meeting contained in the circular dispatched to
shareholders on Thursday, 24 December 2009 ("circular").
The interim Simmers board actively engaged with Simmers stakeholders in an
attempt to resolve the conflict between the former Simmers board and Xelexwa
Investment Holdings (Pty) Limited a wholly owned subsidiary of Vulisango
Holdings (Pty) Limited ("Xelexwa") and Simmers` largest shareholder and black
economic empowerment partner. Following extensive discussions between the
parties, including Rand Merchant Bank ("RMB") which holds a circa 12 per cent
stake in Simmers, agreement has been reached with regard to the composition of
the interim Simmers board.
It has been agreed that six of the eight Xelexwa nominees will join the interim
Simmers board. Kevin Wakeford and Baba Njenje will join the board as non-
executive directors representing Xelexwa whilst Bernard Swanepoel will join the
interim Simmers board as a non-executive director and representative of RMB.
David Brown, Stuart Murray and Peter Surgey will join the interim Simmers board
as independent non-executive directors. To ensure the interim Simmers board
presents a practical number of directors, Adrian Meyer and Colin Brayshaw have
agreed to step down from the interim Simmers board on a date to be advised, and
William Osae and De Wet Schutte, two of the Xelexwa nominees have also agreed to
withdraw their nominations for appointment to the interim Simmers board on a
date to be advised.
Vusi Khanyile will remain as independent non-executive chairman of the Simmers
board as will the current independent non-executive directors, namely Ralph
Havenstein, Sindi Mabaso-Koyana and Nick Segal, together with the executive
directors Deon van der Mescht (chief executive officer) and Gerhard Jacobs
(chief financial officer and financial director).
The agreed interim Simmers board will be a healthy balance of independent non-
executive directors, non-executive directors and executive directors, in
compliance with good corporate governance principles and King III as follows:
Independent non-executive directors:
Vusi Khanyile
David Brown
Stuart Murray
Peter Surgey
Ralph Havenstein
Sindi Mabaso-Koyana
Nick Segal
Non-executive directors:
Bernard Swanepoel - as a representative of RMB
Kevin Wakeford - as a representative of Xelexwa
Baba Njenje - as a representative of Xelexwa
Executive directors
Deon van der Mescht - Chief executive officer
Gerhard Jacobs - Chief financial officer and Financial director
Once the agreement has been implemented shareholders will be formally advised of
the changes to the interim Simmers board in compliance with the provisions of
paragraph 3.59 of the Listings Requirements of JSE Limited ("JSE Listings
Requirements").
It is intended for the agreement to be implemented and announced on SENS prior
to the general meeting in order to allow minority shareholders of Simmers the
opportunity to participate in a democratic process at the general meeting where
they will then be asked to vote on the re-election of all new board members
appointed since the annual general meeting on 21 September 2009.
GENERAL MEETING
The general meeting of Simmers shareholders will be held at 11:00 Central
African Time on Monday, 1 February 2010, at the offices of Macquarie First South
Advisers (Pty) Limited, situated at The Place, 1 Sandton Drive, South Wing,
Sandown, Johannesburg for the purpose of, amongst others, seeking approval for
the interim Simmers board.
The circular containing the notice of general meeting is available on the
Simmers website, www.simmers.co.za.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the agreements are still in the process of being
formalised, which agreements if successfully formalised may have a material
effect on the price of the company`s securities. Accordingly, shareholders are
advised to exercise caution when dealing in the company`s securities until the
agreement have been successfully formalised and announced in compliance with the
provisions of paragraph 3.59 of the JSE Listings Requirements.
For further information, please contact:
Clemmie Raynsford / Itumeleng Mahabane Brunswick
Telephone +27 11 502 7400
Melanie de Nysschen / Thembeka Mgoduso Macquarie First South Advisers
Telephone +27 11 583 2000
Nick Goodwin Simmers
Investor Relations Executive
Mobile +27 83 629 8605
E-mail nick@simmers.co.zanick@simmers.co
.za
Gail Strauss Simmers
Group Communications
Mobile +27 82 936 8481
E-mail gail@simmers.co.za
Simon Koch Sovereignty Capital
Adviser to Vulisango
Telephone +27 11 380 0580
Louise Brugman Vestor
Media and Investor relations -
Telephone Vulisango
+27 83 504 1186
Johannesburg
22 January 2010
Corporate adviser and Sponsor to Simmers
Macquarie First South Advisers (Pty) Ltd
Date: 22/01/2010 13:40:03 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
