| Thu 5 May 2011, 16:07 | | SIM/VIL - Simmer & Jack Mines Limited/Village Main Reef Limited - Update on |
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SIM VIL
SIM VIL
SIM/VIL - Simmer & Jack Mines Limited/Village Main Reef Limited - Update on
the Proposed Transactions
Simmer & Jack Mines, Limited
(Registration number 1924/007778/06)
Share Code: SIM
ISIN: ZAE000006722
("Simmers")
Village Main Reef Limited (formerly known as Village Main Reef Gold Mining
Company (1934) Limited)
(Registration number 1934/0057034/06)
Share Code: VIL
ISIN: ZAE000154761
("Village")
UPDATE ON THE PROPOSED TRANSACTIONS
Shareholders are referred to the circular to Simmers shareholders dated 2
March 2011 ("the circular"), the circular to Village shareholders dated 2
March 2011, the announcements released by Simmers and Village on the
Securities Exchange News Service ("SENS") on 25 March 2011 and the joint
announcement released by Simmers and Village on SENS on 28 April 2011, and are
advised that certain conditions precedent to the proposed transactions, as set
out below, remain outstanding.
Terms defined in the circular shall bear the same meanings where used in this
announcement.
CONDITIONS PRECEDENT
The proposed transactions remain subject to the fulfilment (or, where
applicable, waiver) of the following conditions precedent, namely that on or
before 30 June 2011:
1 the Registrar of Companies registers the resolutions set out in clauses
3.1.2.2.4, 3.1.2.2.5 and 3.1.2.2.6 of the disposal agreement, passed by
the shareholders of Village as special resolutions in terms of the
Companies Act, 1973;
2 the JSE has approved the listing of the ABSA notes in the name of
Village;
3 all consents required from First Rand Bank Limited, Rand Refinery
Limited, Absa Bank Limited, Deutsche Bank AG, the holders of the ABSA
notes, Lexshell 820 Investments (Proprietary) Limited and the trustees of
the Simmers Security SPV Owner Trust for:
(a) the assignment by Simmers of all its rights and obligations under
the ABSA note programme documents to Village;
(b) the assignment by Simmers of all its rights and obligations under:
(i) the forward gold purchase agreement referred to in the
definition of "forward gold purchase documents" set out in the
circular; and
(ii) the other forward gold purchase transaction documents to which
Simmers is a party,
to Village, with effect from the closing date;
(c) the release of the disposal assets from all security granted by
Simmers in favour of Lexshell 820 Investments (Proprietary) Limited
with effect from the closing date;
(d) the disposal of the disposal assets by Simmers to Village, with
effect from the closing date;
(e) the granting by Village of security in favour of Lexshell 820
Investments (Proprietary) Limited over the disposal assets; and
(f) the disposal by Simmers or any of its subsidiaries of all or any of
its assets after the closing date, have been obtained, and all
agreements or other documents required by First Rand Bank Limited,
Rand Refinery Limited, Absa Bank Limited, Deutsche Bank AG and/or
the holders of the aforesaid notes and/or Lexshell 820 Investments
(Proprietary) Limited and/or the trustees of the Simmers Security
SPV Owner Trust to give effect to or arising from or in relation to
the matters referred to in this 3, have been entered into and have
become unconditional, save for any condition that the disposal
agreement has become unconditional;
4 Village obtains the consent of the Minister of Mineral Resources
("Minister") pursuant to the Mineral and Petroleum Resources Development
Act (Act 28 of 2002)("MPRDA"), as amended, for the transfer of the Eerste
Regt Prospecting Right to Sweet Sensation 79 (Proprietary) Limited and
the notarial deed of cession executing such transfer is registered in the
Mining and Petroleum Titles Registration Office; and the retrospective
consent of the Minister of Mineral Resources for the changes in control
(direct and indirect) of Khumo Mining and Investments (Proprietary)
Limited which occurred pursuant to or in connection with the reverse
takeover of Village by Umbono;
5 the securities exchange operated by the JSE Limited, has approved the
listing of the Village consideration shares with effect from the closing
date of the proposed transactions, at the latest; and
6 Village and Simmers obtain all consents required from the Minister in
terms of section 11 of the MPRDA and/or any mining or prospecting rights
issued in terms of the MPRDA for the entering into and implementation of
the proposed transactions.
A further announcement/s 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 will
require to be revised and are dependent upon the date upon which the
conditions precedent referred to above are fulfilled or waived. As certain of
the conditions precedent which remain outstanding are subject to the consent
and/or approval process of certain regulators, a further announcement
containing the revised salient dates and times will only be released on SENS
and published in the press upon greater certainty being obtained by each of
those regulators as to when the requisite consent and/or approval will be
obtained. All relevant applications for such consent and/or approval have been
submitted to the relevant regulators.
5 May 2011
Financial advisor to Village
J.P. Morgan
Sponsor to Village
Macquarie First South Advisers (Proprietary) Limited
Legal advisor to Village
Cliffe Dekker Hofmeyr Inc.
Transaction sponsor to Simmers
Java Capital
Sponsor to Simmers
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Legal advisor to Simmers
Bowman Gilfillan Inc.
Date: 05/05/2011 16:07:01 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.
