| Wed 2 Mar 2011, 14:44 | | VIL - Village - Abridged Revised Listing Particulars 2 March 2011 |
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VIL
VIL
VIL - Village - Abridged Revised Listing Particulars, 2 March 2011
Village Main Reef Gold Mining Company (1934) Limited
(Registration number 1934/0057034/06)
Share Code: VIL
ISIN: ZAE000007720
("Village" or the "company")
ABRDIGED REVISED LISTING PARTICULARS
Shareholders are advised that Village has posted a Circular to its shareholders
in respect of the Proposed Transaction (as defined below) with Simmer & Jack
Mines, Limited ("Simmers"). In addition to detailing information required in
relation to the Proposed Transaction, the Circular contains: (i) a Notice
convening a General Meeting of Village shareholders to be held at Umbono
Capital, Isle of Houghton, Old Trafford No. 4, Corner Boundary and Carse O
Gowrie Road, Houghton at 10:00 on Friday, 25 March 2011; and (ii) Revised
Listing Particulars, an abridged version of which is set out below in compliance
with the JSE Listings Requirements.
Capitalised terms contained in this announcement are defined in the Circular,
Revised Listing Particulars or below for ease of reference.
INTRODUCTION
Shareholders were advised on SENS on 6 December 2010 and in the press on 7
December 2010 that Village and Simmers had entered into an agreement, dated 6
December 2010, in respect of a proposed merger between Village and Simmers, in
terms of which Village will acquire the majority of Simmers` assets in
consideration for the issue by Village of Village shares which, after such
issue, will constitute approximately 66% of the total Village shares in issue,
and which shares will be Unbundled by Simmers to its shareholders (the "Proposed
Transaction").
In terms of the Proposed Transaction, and subject to the fulfilment or waiver of
the Conditions Precedent, Village has agreed to:
1. acquire the Sale Assets, being:
1.1. a 100% shareholding in and claims on loan account against S&J
Investments, which is the holding company of BGM which, in turn, owns
the Buffelsfontein Gold Mine, Hartebeestfontein Gold Mine and the Tau
Lekoa Mine;
1.2. 60,622,653 common shares in First Uranium Corporation ("FIU"); and
1.3. the 392,874 FIU Notes (convertible into 42,199,141 common shares in
FIU); and
2. assume the Assumed Liabilities, being:
2.1. the assumption by Village of all of Simmers` rights and obligations
under the ABSA Note Programme Documents, if the conditions precedent
referred to in 5.1.1.2.4 and 5.1.1.2.6(a) of the Circular are
fulfilled;
2.2. the assumption by Village of all of Simmers` rights and obligations
under the Forward Gold Purchase Transaction Documents to Simmers, if
the condition precedent referred to in paragraph 5.1.1.2.6(b) of the
Circular is fulfilled;
2.3. the undertaking to pay to Simmers any amount which is or becomes or
will become due, owing and payable by Simmers to any other person
under, in terms of or arising out of the ABSA Note Programme
Documents, if the conditions precedent referred to in paragraphs
5.1.1.2.4 and 5.1.1.2.6(a) of the Circular are not fulfilled, but
waived;
2.4. the undertaking to pay to Simmers any amount which is or becomes or
will become due, owing and payable by Simmers to any other person
under, in terms of or arising out of the Forward Gold Purchase
Transaction Documents, if the condition precedent referred to in
paragraph 5.1.1.2.6(b) of the Circular is not fulfilled, but waived;
and
2.5. the undertaking to indemnify Simmers against all loss, liability,
damage or expense which Simmers may suffer as a result of or which may
be attributable to any claims arising out of, or connected with, the
Aberdeen Loan Agreement.
The aggregate amount of Village`s liability in terms of 2.4 and 2.5 above
concerning the ABSA Note Programme Documents and the Forward Gold Purchase
Transaction Documents shall not exceed the sum of R290,316,533 and all amounts
of interest that are or become payable by Simmers under the ABSA Note Programme
Documents and the Forward Gold Purchase Transaction Documents.
Village will acquire the Sale Assets and assume the Assumed Liabilities in
consideration for the issue of the Consideration Shares (being 597,512,158
Village shares at R2.20 per share). The Consideration Shares will subsequently
be unbundled by Simmers to Simmers` shareholders.
The Transaction Consideration will be R1,314,526,748 to be settled by the issue
of the Consideration Shares to Simmers, which Simmers will be obliged to
distribute to its shareholders in terms of the Unbundling immediately thereafter
in accordance with the prescribed JSE timelines.
The Transaction Consideration implies a value of R1.05 per Simmers share, which
represents a premium of approximately 14.7% to the VWAP at which a Simmers share
traded on the JSE for the 30 days preceding 6 December 2010 (being the date of
the announcement referred to in paragraph 1 above) and 14.3% to the 30-day VWAP
to Wednesday, 23 February 2011, being the date immediately preceding the Last
Practicable Date (being 24 February, 2011).
RATIONALE
The Proposed Transaction is in line with Village`s stated objective to build
greater mass to transform Village into a company with a diversified portfolio of
self-sustaining mining operations. If implemented, the Proposed Transaction will
represent the third acquisition by Village in pursuance of this strategy -
having recently expanded its portfolio through the Lesego Transaction and, if
implemented, the Cons Murch Transaction. The Proposed Transaction further
enhances Village`s portfolio to incorporate BGM, Tau Lekoa and a significant
investment in FIU. Post implementation of the Cons Murch Transaction and the
Proposed Transaction, Village will hold: (1) a high grade platinum asset via
Lesego, (2) gold assets via S&J Investments, (3) gold and uranium exposure via
FIU and (4) gold and antimony assets via Cons Murch.
Village will be managed by an experienced management team led by the current
Chief Executive Officer, Bernard Swanepoel. Subject to the Proposed Transaction
being implemented, the Village Board intends to make an offer to Marius Saaiman
(current Chief Financial Officer of Simmers) to be appointed as Chief Financial
Officer of Village to further strengthen the management team.
Village will be well positioned to pursue further consolidation in the junior
mining assets arena with the potential to develop into one of South Africa`s
large diversified mining companies.
By combining the Simmers and Village shareholder bases as a result of the
Proposed Transaction, the BEE shareholders will be more diversified and Village
Shareholders are likely to benefit from enhanced liquidity in trading Shares.
As a result, the enlarged Village entity should have better access to capital
markets to fund future growth to continue to meet its stated strategic
objectives.
The Simmers board supports the Proposed Transaction as it will provide Simmers
with a clean break from its legacy issues over the last few years, whilst
allowing for the existing Simmers` shareholders, in aggregate, to retain a 66%
interest in the current Simmers operations.
DIRECTORS INFORMATION
The full names and business address of the Village Directors are set out below:
Director Business Address
Bernard Swanepoel 210 Cumberland Avenue, Bryanston, 2021
Clinton Halsey 210 Cumberland Avenue, Bryanston, 2021
Dorian Wrigley Isle of Houghton Boundary Road, Houghton, 2198
Dalubuhle Ncube 210 Cumberland Avenue, Bryanston, 2021
Phiway Mbuyazi Isle of Houghton Boundary Road, Houghton, 2198
Roy Pitchford Henpools House, Littleworth, Gloucestershire GL55 AL
Ferdi Dippenaar Ground Floor, Merrill Lynch building, 138 West street,
Sandton, 2196
Khethiwe McClain No 31, 8th Street, Parkhurst, Johannesburg, 2196
Keith Scott 20B Rothesay Avenue, Craighall Park, Johannesburg, 2196
David Noko Cornerhouse Building Cnr. Diamond Drive and Crownwood Road
Ormonde
Shareholders are advised that copies of Revised Listings Particulars, which also
form part of the Circular posted to shareholder on 2 March 2011, will be
available for inspection during normal business hours at the registered office
of Village, 210 Cumberland Avenue, Bryanston, 2021, from 2 March 2011 to 25
March 2011.
Johannesburg
2 March 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
Sponsor to Village
Macquarie First South Advisers (Proprietary) Limited
Media and Investor relations to Village
Vestor
Date: 02/03/2011 14:44:00 Produced by the JSE SENS Department.
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