| Thu 28 Jan 2010, 11:00 | | SIM - Simmer & Jack Mines - Changes to the board of directors of simmers |
|
SIM
SIIF
SIM - Simmer & Jack Mines - Changes to the board of directors of simmers
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")
CHANGES TO THE BOARD OF DIRECTORS OF SIMMERS
Simmers shareholders are referred to the announcement released on the
Securities Exchange News Service ("SENS") on Friday, 22 January 2010,
informing Simmers shareholders of the agreement reached between the company,
Xelexwa Investment Holdings (Pty) Limited ("Xelexwa"), a wholly owned
subsidiary of Vulisango Holdings (Pty) Limited and Simmers` largest
shareholder and black economic empowerment partner, and Rand Merchant Bank
("RMB") which holds a circa 12 per cent stake in Simmers, with regard to the
composition of the interim Simmers board ("agreement").
Shareholders were informed that it was intended for the agreement to be
implemented and announced on SENS prior to the general meeting to be held on
Monday, 1 February 2010 ("general meeting") in terms of the notice of general
meeting ("notice") contained in the circular dispatched to shareholders on
Thursday, 24 December 2009 ("circular").
In compliance with the provisions of paragraph 3.59 of the Listings
Requirements of JSE Limited ("JSE Listings Requirements") shareholders are
informed that the interim Simmers board has accordingly received and accepted
the resignations of two of the current eight interim Simmers board members,
namely Messrs Colin Brayshaw and Adrian Meyer, with effect from Friday, 29
January 2010. Shareholders are also informed that the company secretary of
Simmers has received and accepted written confirmations from Messrs William
Osae and De Wet Schutte informing that they are no longer available to be
nominated for appointment to the interim Simmers board, with effect from
Friday, 29 January 2010. As a result, ordinary resolutions numbers 1, 12,
13 and 16 have been withdrawn from the notice and will not be put to
shareholders at the general meeting.
The company is still attending to the formalities with regard to the
appointments of Messrs David Brown, Stuart Murray, Peter Surgey, Bernard
Swanepoel and Kevin Wakeford and Ms Babe Njenje ("proposed Simmers directors").
As a result, the proposed Simmers directors will not be appointed to the
interim Simmers board prior to the general meeting.
The company is pleased to confirm that it has received irrevocable undertakings
from both Xelexwa and RMB ("irrevocable undertakings") to vote their respective
shareholdings in Simmers in favour of a Simmers board composed in accordance
with the terms of the agreement. The irrevocable undertakings taken together
with valid proxy forms received by the company from other Simmers shareholders,
constitute at least a simple majority of Simmers shareholders in favour of a
Simmers board composed in accordance with the terms of the agreement as
detailed below:
Independent non-executive directors:
Vusi Khanyile (Chairman)
David Brown
Stuart Murray
Peter Surgey
Ralph Havenstein
Sindi Mabaso-Koyana
Nick Segal
Non-executive directors:
Bernard Swanepoel (RMB representative)
Kevin Wakeford (Xelexwa representative)
Baba Njenje (Xelexwa representative)
Executive directors
Deon van der Mescht (Chief executive officer)
Gerhard Jacobs (Chief financial officer and Financial director)
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 resolving the following
resolutions:
Ordinary resolution number 1
Withdrawn
Ordinary resolution number 2
"RESOLVED THAT Mr R Havenstein be re-elected as a director of the company."
Ordinary resolution number 3
"RESOLVED THAT Mr V Khanyile be re-elected as a director of the company."
Ordinary resolution number 4
"RESOLVED THAT Ms SN Koyana be re-elected as a director of the company."
Ordinary resolution number 5
"RESOLVED THAT Dr NS Segal be re-elected as a director of the company."
Ordinary resolution number 6
"RESOLVED THAT Mr DT van der Mescht be re-elected as a director of the company."
Ordinary resolution number 7
"RESOLVED THAT Mr D Brown be appointed as a director of the company."
Ordinary resolution number 8
"RESOLVED THAT Mr SA Murray be appointed as a director of the company."
Ordinary resolution number 9
"RESOLVED THAT Mr PM Surgey be appointed as a director of the company."
Ordinary resolution number 10
"RESOLVED THAT Mr BZ Swanepoel be appointed as a director of the company."
Ordinary resolution number 11
"RESOLVED THAT Ms BJ Njenje be appointed as a director of the company."
Ordinary resolution number 12
Withdrawn
Ordinary resolution number 13
Withdrawn
Ordinary resolution number 14
"RESOLVED THAT Mr KPE Wakeford be appointed as a director of the company."
Ordinary resolution number 15
Withdrawn
Ordinary resolution number 16
Withdrawn
The circular containing the notice of general meeting is available on the
Simmers website, www.simmers.co.za.
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
Johannesburg
28 January 2010
Corporate adviser and Sponsor to Simmers
Macquarie First South Advisers (Pty) Ltd
Date: 28/01/2010 11:00:03 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.
