| Thu 9 Jun 2011, 13:11 | | SIM/VIL - Simmers/Village - Fulfilment of conditio |
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SIM VIL
SIIF
SIM/VIL - Simmers/Village - Fulfilment of conditions and salient dates for the
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")
FULFILMENT OF CONDITIONS AND SALIENT DATES FOR THE TRANSACTIONS
Shareholders are referred to the circular to Simmers shareholders dated 2 March
2011, the circular to Village shareholders dated 2 March 2011 and the
announcements previously released by Simmers and Village on the Securities
Exchange News Service ("SENS") in respect of:
1 the 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");
2 the subsequent unbundling by Simmers of the Village shares issued to it
pursuant to 1, to the Simmers shareholders (the "unbundling" and
collectively, the "transactions").
Simmers and Village shareholders are hereby advised that all of the suspensive
conditions to the transactions have either been fulfilled or waived by either or
both of the parties as contemplated in the agreement regulating for the
transactions.
CEO of Village, Bernard Swanepoel noted: "The acquisition of the majority of the
Simmers` assets by Village will represent our third successful transaction in
under two years. This will herald an exciting dawn for Village as the company
transforms into a mid-tier precious metals player. Now that the acquisition is
unconditional, we can focus on our strategy of integrating these assets to
create cash generative and growth-focused, socially responsible mining
entities".
The salient dates and times applicable to the transactions are as follows:
Finalisation date and announcement pertinent to the Thursday, 9 June 2011
unbundling published on SENS on
Finalisation date and announcement pertinent to the Friday, 10 June 2011
unbundling published in the press on
597 512 158 new Village shares (consideration Wednesday, 15 June 2011
shares to be issued to Simmers pursuant to the
disposal) listed on the JSE on
Last day to trade in Simmers shares on the JSE in Friday, 17 June 2011
order to participate in the unbundling on
Date that the Simmers shares will trade "ex" the Monday, 20 June 2011
unbundling and that trade in the Village
distribution shares will commence on
Unbundling record date in order to participate in Friday, 24 June 2011
the unbundling on (3)
Date that the Village distribution shares, pursuant Monday, 27 June 2011
to the unbundling, are to be credited to the
accounts of dematerialised shareholders at their
CSDP or broker and posted to certificated
shareholders on
Date of Simmers` classification as a cash company Monday, 27 June 2011
for the purposes of the Listings Requirements on
(4)
Notes:
1. All dates and times in this announcement are local times in South
Africa.
2. Share certificates in Simmers may not be dematerialised or
rematerialised between Monday, 20 June 2011 and Friday, 24 June 2011,
both days inclusive.
3. 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 47.38933 Village shares.
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.
9 June 2011
Transaction originator and financial advisors to Simmers
Sovereignty Capital Advisors (Proprietary) Limited
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.
Financial advisor to Village
JPMorgan
Sponsor to Village
Java Capital
Legal advisor to Village
Cliffe Dekker Hofmeyr Inc.
Investor relations to Village
Vestor Media & Investor Relations
Date: 09/06/2011 13:00:01 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.
