| Thu 17 Feb 2011, 15:09 | | SIM/VIL - Simmer & Jack Mines Limited - Application for a waiver of |
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SIM VIL
SIIF VIL
SIM/VIL - Simmer & Jack Mines, Limited - Application for a waiver of
mandatory offer, SRP dispensation, update on the proposed transaction and
renewal of cautionary announcement
Simmer & Jack Mines, Limited
(Registration number 1924/007778/06)
Share Code: SIM
ISIN: ZAE000006722
("Simmers")
Village Main Reef Limited
(previously Village Main Reef Gold Mining Company (1934) Limited)
(Registration number 1934/0057034/06)
Share Code: VIL
ISIN: ZAE000007720
("Village")
APPLICATION FOR A WAIVER OF MANDATORY OFFER, SRP DISPENSATION, UPDATE ON THE
PROPOSED TRANSACTION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the detailed joint cautionary announcement
released on SENS on 6 December 2010 and the joint renewal of cautionary
announcement released on SENS on 19 January 2011.
As detailed in these announcements, the Proposed Transaction, if implemented,
will involve the issue of Village shares to Simmers (the "Consideration
Shares"), which will result in Simmers owning approximately 66% of the issued
share capital of Village after the Proposed Transaction, prior to the
unbundling of the Village shares by way of a distribution of them to Simmers
shareholders (the "Unbundling"). The Unbundling of such Consideration Shares
to Simmers shareholders is a term of the Proposed Transaction and is expected
to occur without delay after the issue of the Consideration Shares in
accordance with the prescribed JSE timelines.
APPLICATION FOR A WAIVER OF MANDATORY OFFER
Simmers and Village (collectively the "Parties") are of the view that
although the issue of the Consideration Shares will result in Simmers
acquiring more than 35% of the Village shares, this is part of a composite
transaction which includes the Unbundling and, considered in totality, the
Proposed Transaction, if implemented in full, does not give rise to a change
of control of Village and the provisions of Rule 8 of the Securities
Regulation Code and Rules ("SRP Code") of the Securities Regulation Panel
("SRP") should therefore not apply in the circumstances.
However, the Parties have agreed that, to avoid the risk of a mandatory offer
being inadvertently triggered and in order to be cautious, they will seek a
waiver from the SRP of any mandatory offer that Simmers may otherwise be
required to make to Village shareholders as a result of the implementation of
the transaction and, more particularly, the issue of the Consideration Shares
to Simmers (the "Waiver"). In terms of Rule 8.7 of the SRP Code the
requirement for a mandatory offer will normally be dispensed with by the SRP
provided there has been a majority of independent votes approving the Waiver
at a properly constituted meeting of the holders of the relevant securities.
Accordingly, Village shareholders will be asked, at the general meeting to be
held in due course, to approve the Waiver.
The SRP has advised that, given the nature and terms of the Proposed
Transaction, it will consider an application to grant a dispensation to
Simmers in terms of the SRP Code from the obligation to make a mandatory
offer if Village shareholders, who are independent of Simmers, in a general
meeting waive their right to require Simmers to make a mandatory offer
subject to the SRP considering representations (if any) made by parties
during a period of seven days after the date on which the Village circular is
posted.
DISPENSATION FROM HAVING TO OBTAIN EXTERNAL ADVICE ON THE WAIVER
In addition, the Parties have formally requested that the Executive Director
of the SRP grant a dispensation in terms of Rule 34 of the SRP Code from the
requirement in Rule 3.1 of the SRP Code that the board of Village obtain
appropriate external advice on the Waiver and how it affects Village
shareholders. The SRP, in a letter dated 31 January 2011 (a copy of which
will be made available for inspection in the manner contemplated in the
Village circular to be issued in due course) ("Ruling Letter"), granted a
dispensation to Village from compliance with Rule 3.1 (being the requirement
for the board of directors of Village to obtain independent expert advice in
respect of the Waiver), taking cognisance of, inter alia, the fact that
Village shareholders are given the opportunity to object, as contemplated in
the paragraph below.
Any interested party who wishes to object to the dispensation that the board
of directors of Village obtain appropriate external advice on the Waiver and
how it affects Village shareholders shall have three business days from the
date of this announcement (i.e. until 23 February 2011) to raise such an
objection with the SRP. Objections should be made in writing and addressed to
the "Executive Director, Securities Regulation Panel" at any one of the
following addresses:
Physical:
1st Floor,
Block B Sunnyside Office Park,
32 Princess of Wales Terrace,
Parktown,
2193
Postal:
PO Box 91833
Auckland Park
Johannesburg
2006
Fax:
+27 11 642 9284
If any submissions are made to the SRP within the permitted timeframe, the
SRP will consider the merits thereof and, if necessary, provide the objectors
with an opportunity to make representations to the SRP. Thereafter, the SRP
will rule on the requirement for the board of Village to obtain appropriate
external advice on the Waiver and how it affects Village shareholders.
UPDATE ON PROPOSED TRANSACTION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Simmers shareholders and Village shareholders are advised that the
Competition Authorities have approved the Proposed Transaction, without
conditions, and that the Parties have satisfactorily completed their
confirmatory due diligence investigation in respect of the Proposed
Transaction. The other workstreams in relation to the Potential Transaction
are continuing.
Village and Simmers expect the circulars and revised listings particulars in
respect of the Proposed Transaction to be posted to shareholders in due
course.
Pending further announcements, Simmers shareholders and Village shareholders
are advised to continue to exercise caution when dealing in their Simmers and
Village shares.
Johannesburg
17 February 2011
Financial advisor to Village
J.P. Morgan
Financial advisor to Simmers and deal originator
Sovereignty Capital
Legal advisor to Village
Cliffe Dekker Hofmeyr Inc
Legal advisor to Village
Werksmans Inc
Legal advisor to Simmers
Bowman Gilfillan Inc
Sponsor to Village
Macquarie First South Advisers (Proprietary) Limited
Transaction sponsor to Simmers
Java Capital
Sponsor to Simmers
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 17/02/2011 15:09:01 Produced by the JSE SENS Department.
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