| Mon 31 Jan 2005, 17:52 | | SIMMERS/ JAGANDA/ JCI/ - INTRODUCTION OF BEE SHARE |
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SIMMERS/ JAGANDA/ JCI/ - INTRODUCTION OF BEE SHAREHOLDER IN SIMMERS, PROPOSED
SIMMERS RIGHTS OFFER AND TERMINATION OF SIMMERS` LONDON STOCK EXCHANGE LISTING
SIMMER AND JACK MINES,LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1924/007778/06)
Share code: SIM ISIN: ZAE000006722
(`Simmers` or `the Company`)
JAGANDA TRADING (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2004/005559/07)
(`Jaganda`)
JCI Limited
(Incorporated in the Republic of South Africa)
(Registration number 1894/000854/06)
Share code: JCD ISIN: ZAE000039681
Debenture code: JCDD ISIN: ZAE000039699
(`JCI`)
INTRODUCTION OF BEE SHAREHOLDER IN SIMMERS, PROPOSED SIMMERS RIGHTS OFFER AND
TERMINATION OF SIMMERS` LONDON STOCK EXCHANGE LISTING
1. INTRODUCTION OF BEE SHAREHOLDER AND PROPOSED RIGHTS OFFER
1.1 Jaganda, a BEE company, will, on completion of the rights offer referred to
below, own 50,9% of the issued share capital of Simmers which will result in
Simmers being compliant with the Mining Charter and the Mineral and Petroleum
Resources Development Act, 2002, and at the same time fulfills the Company`s
vision for broad-based socio-economic upliftment. The shareholders of Jaganda,
are a BEE Company, owning 51%, and a consortium of Simmers management owning 49%
of Jaganda. The BEE Company is a black-owned investment and management company
with a broad shareholder base and an experienced management team, including
Mzolisi Chiliwe, Archie Mkele, Zola Yeye and Siviwe Mapisa. The BEE Company`s
investment and management philosophy is to accelerate the strategic and business
development of its investments through pro-active and direct participation in
management, particularly in the areas of transformation, labour relations and
human resources development where it has wide-ranging experience.
1.2 Simmers will proceed with a rights offer in order to revitalise and expand
its mining operations under the new operational management team and restructured
board of directors. These initiatives, together with a range of actions being
taken at operational level as well as the acquisition of additional gold
resources, should return Simmers to profitability. It is expected that, on
completion of the rights offer, Simmers will have no interest bearing debt and
will have cash resources of approximately R59 million.
1.3 To give effect to the above and subject to the conditions in 1.6, it is
proposed that:
1.3.1 JCI will subscribe for 5-year redeemable preference shares in Jaganda in
the amount of R89,3 million, the proceeds of which subscription will be used by
Jaganda for purposes of the subscription in 1.3.4;
1.3.2 a consortium of Simmers management will subscribe for 5-year redeemable
preference shares in Jaganda in the amount of R5 million, the proceeds of which
subscription will be used by Jaganda for purposes of the subscription in 1.3.4;
1.3.3 Simmers will proceed with a renounceable rights offer to raise R129,0
million by issuing 516 241 685 million new shares in the ratio of 229,5 new
shares for every 100 existing Simmers shares held at a subscription price of 25
cents per share (`the rights offer`);
1.3.4 Jaganda will subscribe for 377 374 000 Simmers shares in the amount of
R94,3 million by following the rights of shareholders who have undertaken not
to follow their rights. Jaganda will underwrite the rights offer;
1.3.5 JCI and its subsidiaries have undertaken not to follow their rights in
terms of the rights offer and have undertaken to dispose of 40,3 million Simmers
shares should minority shareholders follow their rights; and
1.3.6 Top-Gold AG mgK, an international gold investment fund, will acquire
Simmers shares directly from JCI and/or its subsidiaries and subscribe in
aggregate for 216 000 000 Simmers shares at 25 cent per share by following the
rights of shareholders who have undertaken not to follow their rights, resulting
in Top-Gold owning 29,1% of the issued share capital of Simmers after the rights
offer.
1.4 The board of directors of Simmers will be reconstituted to reflect the
shareholding of Simmers.
1.5 The shareholding of Simmers on completion of the events set out in 1.3 can
be viewed in the press.
1.6 The rights offer is subject to, inter alia:
1.6.1 the JSE Securities Exchange South Africa granting listings for the Simmers
shares and letters of allocation to be issued in terms of the rights offer;
16.2 the Registrar of Companies registering the rights offer circular and the
letter of allocation in terms of the Companies Act;
1.6.3 Simmers shareholders, in general meeting, passing the necessary
resolutions to increase the authorised share capital of the Company and to place
such unissued shares under the control of the directors for the purposes of the
rights offer;
1.6.4 Independent Simmers shareholders in general meeting approving a waiver of
a mandatory offer to Simmers shareholders as a result of the change of control
of Simmers to Jaganda;
1.6.5 the underwriting agreement becoming unconditional; and
1.6.6 all other regulatory approvals as may be required, including the
Securities Regulation Panel agreeing to a waiver of the offer to minorities in
terms of section 440 of the Companies Act as a consequence of Jaganda acquiring
control of Simmers pursuant to the rights offer.
2. TERMINATION OF LISTING ON THE LONDON STOCK EXCHANGE (`LSE`)
2.1 In view of the absence of trades and the high costs associated with the
Company`s listing on the LSE, the directors are of the opinion that there is no
longer any meaningful benefit to the Company to maintain its listing on the LSE.
Accordingly, the directors have requested the LSE to remove the Company`s
ordinary shares from its Official List with effect from the close of business on
31 January 2005.
2.2 The United Kingdom register will be maintained and all matters relating to
the Company`s shares will be dealt with by the Company`s United Kingdom
registrars, Capita Registrars, as before.
3. CIRCULAR TO SHAREHOLDERS AND SALIENT DATES AND TIMES
3.1 A circular to shareholders incorporating a notice of general meeting to
obtain the approvals set out in 1.6.3 and 1.6.4 necessary to proceed with the
rights offer will be posted to shareholders shortly.
3.2 The salient dates and times of the rights offer will be announced after the
general meeting in 3.1.
Johannesburg
31 January 2005
Corporate adviser
Newfound
Sponsor to Simmers
RiverGroup
Sponsor to JCI
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Corporate law adviser
Tabacks
