| Fri 25 Mar 2011, 13:24 | | SIM - Simmers - Results of general meeting and revised salient dates and times |
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SIM
SIIF
SIM - Simmers - Results of general meeting and revised salient dates and times
Simmer & Jack Mines, Limited
(Registration number 1924/007778/06)
Share Code: SIM
ISIN: ZAE000006722
("Simmers" or the "company")
RESULTS OF GENERAL MEETING AND REVISED SALIENT DATES AND TIMES: PROPOSED
TRANSACTIONS BETWEEN VILLAGE MAIN REEF LIMITED (FORMERLY VILLAGE MAIN REEF GOLD
MINING COMPANY (1934) LIMITED) ("Village") AND SIMMERS
Further to the posting of a circular to Simmers shareholders dated 2 March 2011
("the circular") and the announcement released on SENS and published in the
press dated 2 March 2011 in respect of:
(a) the proposed disposal by Simmers of the majority of Simmers` assets to
Village in consideration of the issue by Village of Village shares to
Simmers and the assumption by Village of certain liabilities (the
"disposal"); and
(b) the proposed subsequent unbundling by Simmers of the Village shares issued
to it to the Simmers shareholders (the "unbundling" and collectively, the
"proposed transactions"),
Simmers is pleased to announce that, at the general meeting of Simmers
shareholders held on Friday, 25 March 2011, all resolutions required by Simmers
shareholders to approve the proposed transactions were passed by the requisite
majority of Simmers shareholders. The special resolutions will be submitted to
the Companies and Intellectual Property Registration Office for registration in
due course.
Terms defined in the circular shall bear the same meanings where used in this
announcement.
Accordingly, the condition precedent that, by no later than 31 March 2011, or by
such later date as Simmers and Village may determine, Simmers in general meeting
has passed resolutions:
(a) approving the disposal by Simmers of the disposal assets to Village in
terms of the agreement entered into between Simmers and Village in respect
of the disposal, including any amendment thereto (the "disposal agreement")
as required by section 228 of the Companies Act and in accordance with the
Listings Requirements;
(b) approving the distribution by Simmers of the Village distribution shares to
the Simmers shareholders pro rata to their respective holdings of Simmers
shares (as an unbundling transaction contemplated in section 46 of the
Income Tax Act) in terms of sections 90 and 228 of the Companies Act and in
accordance with the Listings Requirements;
(c) approving the disposal by Simmers to Village of the reacquisition shares in
terms of the disposal agreement, as required by section 228 of the
Companies Act and in accordance with the Listings Requirements,
has been fulfilled.
Simmers has been informed by Village that:
(a) the resolutions required to be passed by Village in general meeting as
contemplated in the disposal agreement were passed at a meeting of Village
shareholders on 25 March 2011; and
(b) the conditions precedent in the disposal agreement relating to the passing
of the resolutions referred to in (a) above have been fulfilled.
The remaining conditions precedent, as are set out in the circular as well as in
the announcement released on SENS and in the press dated 2 March 2011, remain
outstanding.
A further announcement or announcements will be released regarding the
fulfilment and/or waiver of the outstanding conditions precedent to the proposed
transactions at the appropriate time/s.
REVISED SALIENT DATES AND TIMES
The salient dates and times in relation to the proposed transactions have been
revised due to 18 May 2011 being declared a public holiday and are as follows:
Results of the general meeting published in the press Monday, 28 March 2011
on
Expected finalisation date and announcement pertinent Thursday, 5 May 2011
to the unbundling published on SENS and in the press
on
Expected last day to trade in Simmers shares on the Thursday, 12 May 2011
JSE in order to participate in the unbundling on (2)
Expected date that the Simmers shares will trade "ex" Friday, 13 May 2011
the unbundling and that trade in the Village
distribution shares will commence on (2)
Expected unbundling record date in order to Friday, 20 May 2011
participate in the unbundling on (2)
Expected date that the Village distribution shares, Monday, 23 May 2011
pursuant to the unbundling, are to be credited to the
accounts of dematerialised shareholders at their CSDP
or broker and posted to certificated shareholders on
(2)
Expected date of the company`s classification as a Monday, 23 May 2011
cash company for the purposes of the Listings
Requirements on (2)(4)
Notes:
1. All dates and times in this announcement are local times in South Africa.
The above dates and times are subject to change. Any change will be
released on SENS and published in the press.
2. Based on the assumption that all of the conditions precedent to the
proposed transactions are fulfilled or waived before Sunday, 1 May 2011.
3. Share certificates in Simmers may not be dematerialised or rematerialised
between Friday, 13 May 2011 and Friday, 20 May 2011, both days inclusive.
4. After implementation of the unbundling, Simmers shall, in terms of the
Listings Requirements, be reclassified as a "cash company". Thereafter,
should Simmers within six months after its classification to a "cash
company" fail to enter into an agreement and make an announcement relating
to the acquisition of viable assets that satisfy the conditions for listing
stipulated in Section 4 of the Listings Requirements, the listing of the
shares of Simmers on the JSE will be suspended. Thereafter, should Simmers
fail within a three month period from the date of suspension of the listing
to obtain approval from the JSE for a circular relating to the acquisition
of viable assets that satisfy the conditions for listing set out in Section
4 of the Listings Requirements, the listing of the shares of Simmers on the
JSE will be terminated.
25 March 2011
Transaction originator and financial advisors
Sovereignty Capital Advisors (Proprietary) Limited
Transaction sponsor
Java Capital
Sponsor to Simmers
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Legal advisor
Bowman Gilfillan Inc.
Independent advisor
Bridge Capital Advisors (Proprietary) Limited
Auditors and reporting accountant
Grant Thornton Chartered Accountants (SA), Registered Auditors
Date: 25/03/2011 13:24:55 Produced by the JSE SENS Department.
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