| Thu 3 Mar 2011, 14:06 | | SIM - Simmer & Jack Mines Limited - Unbundling - Provisional unbundling ratio |
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SIM
SIIF
SIM - Simmer & Jack Mines, Limited - Unbundling - Provisional unbundling ratio
and unbundling ratio
Simmer & Jack Mines, Limited
(Registration number 1924/007778/06)
Share Code: SIM
ISIN: ZAE0000067220
("Simmers" or the "company")
UNBUNDLING - PROVISIONAL UNBUNDLING RATIO AND UNBUNDLING RATIO
Simmers shareholders are referred to the posting of circular announcement
issued on SENS on 2 March 2011 and in the press today (the "posting of
circular announcement") in which Simmers shareholders were advised that
Simmers had posted a circular dated 2 March 2011 ("the circular") to its
shareholders in respect of: (i) the proposed disposal by Simmers of the
majority of Simmers` assets to Village Main Reef Gold Mining Company (1934)
Limited ("Village") in consideration of the issue by Village of Village shares
to Simmers and the assumption by Village of certain liabilities (the
"disposal"); and (ii) the proposed subsequent unbundling by Simmers of the
Village shares issued to it to its shareholders (the "unbundling" and
collectively, the "proposed transactions").
Terms defined in the circular shall bear the same meanings where used in this
announcement.
Subject to the fulfilment or waiver of the conditions precedent set out in the
posting of circular announcement, Simmers will, pursuant to the disposal,
receive 597,512,158 Village shares, comprising approximately 66% of the total
Village shares in issue post the proposed transactions (the "Village
consideration shares").
Unless some of the Village consideration shares are retained, disposed of or
encumbered as contemplated below, all of the Village consideration shares will
be distributed by Simmers to Simmers` shareholders recorded in the Simmers
register on the unbundling record date. If Simmers unbundles all the Village
consideration shares to its shareholders, the number of Village shares to be
unbundled for every 100 Simmers shares held by a Simmers shareholder at the
close of business on the unbundling record date will be 47.72727 Village
shares. This is the "provisional unbundling ratio".
Under the agreement recording the terms and conditions of the proposed
transactions, Simmers is entitled to retain, dispose of or encumber such
number of the Village consideration shares as the board deems necessary to
satisfy or discharge any actual or potential obligation or liability of
Simmers. Insofar as Simmers is required to sell, otherwise dispose of or
encumber any of the Village consideration shares which it has retained in
order to satisfy or discharge any such actual or potential obligation or
liability, it must inform Village of its intention to do so. Within a
reasonable period of time after Village has been so informed, Village may
furnish Simmers with reasonable requirements with regard to the sale, other
disposition or encumbrance by Simmers of such Village shares, and Simmers will
only sell, otherwise dispose of or encumber the Village shares in accordance
with those reasonable requirements.
If any Village consideration shares are so retained, disposed of or encumbered
fewer Village shares will be distributed to Simmers shareholders, and the
provisional unbundling ratio will be amended accordingly. Any such amendment
made pursuant thereto will be released on SENS on or before the finalisation
date, and the ratio so released will be the "unbundling ratio". If no
amendment is made, the provisional unbundling ratio will be the "unbundling
ratio".
Johannesburg
3 March 2011
Transaction originator and financial advisor
Sovereignty Capital
Legal advisor
Bowman Gilfillan Inc
Transaction sponsor
Java Capital
Auditors and reporting accountants
Grant Thornton
Sponsor to Simmers
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Independent advisor to Simmers
Bridge Capital
Date: 03/03/2011 14:06:02 Produced by the JSE SENS Department.
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