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SBG
SBG
Simeka BSG - Update On The Merger Between Simeka BSG And Mict Solutions
Group (Proprietary) Ltd ("MICT"), Update On The Acquisition Of The
Business Of Simeka Management Consulting (Proprietary) Limited
("Simeka Co)
Simeka BSG Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2003/012583/06)
(formerly Xantium Technology Holdings Limited)
Share code: SBG ISIN code: ZAE000074878
("Simeka BSG" or "the company")
UPDATE ON THE MERGER BETWEEN SIMEKA BSG AND MICT SOLUTIONS GROUP
(PROPRIETARY) LTD ("MICT"), UPDATE ON THE ACQUISITION OF THE BUSINESS OF
SIMEKA MANAGEMENT CONSULTING (PROPRIETARY) LIMITED ("Simeka consulting"),
CHANGES TO THE BOARD OF DIRECTORS AND FURTHER CAUTIONARY ANNOUNCEMENT.
UPDATE ON THE MERGER
Shareholders are referred to the previous announcements in respect of the
merger between Simeka BSG and MICT (including the acquisition of Motoma
Mithratech (Proprietary) Limited), specifically the announcement of 21
November 2005.
The Competition Commission has unconditionally approved the merger. As this
was the final outstanding condition to be fulfilled, the merger will now be
implemented.
UPDATE ON THE ACQUISITION OF SIMEKA CONSULTING
Shareholders are referred to the previous announcements in respect of the
acquisition by Simeka BSG of Simeka Consulting, including the announcement
of 30 September 2005.
The Competition Commission has unconditionally approved the acquisition.
As this was the final outstanding condition, the acquisition will now be
implemented.
CHANGES TO THE BOARD OF DIRECTORS
At the general meeting of shareholders held on Thursday, 15 December 2005,
the following appointments to the board of Simeka BSG were approved by
shareholders:
- Robinson Ramaite, Barry Henry Fraser and Tozamile Botha were appointed
as non-executive directors;
- Mohammed Varachia, Surendranath Singh, Madoda Papiyana and Kamal
Ramsingh were appointed as executive directors.
All the aforegoing appointments were subject to the fulfilment or waiver of
the conditions to the merger or the acquisition (as applicable).
As all such conditions have now been fulfilled and/or waived, the aforegoing
appointments to the board of Simeka will implemented with immediate effect.
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the further cautionary announcement published
in respect of the proposed acquisition of Sifikile Procurement Services
(Proprietary) Limited published as of 21 November 2005. Shareholders are
advised to continue to exercise caution when dealing in the company"s
shares, pending further announcements in this regard.
Warning: The listing of the ordinary shares in the company is on the ALTX.
Shareholders are advised of the risks of investing in a company listed on
the ALTX. Shareholders are advised that the JSE does not guarantee the
viability or the success of a company listed on the ALTX. In terms of the
JSE Listings Requirements a designated advisor has to be retained by the
company. The designated advisor is required to, inter alia, attend all board
meetings held by the company to ensure that all JSE Listings Requirements
and applicable regulations are complied with, approve the financial director
of the company and guide the company in a competent, professional and
impartial manner. If the company fails to retain the designated advisor it
must make arrangements to appoint a new designated advisor within 10
business days, failing which the company faces suspension of trading of its
securities. If a designated advisor is not appointed within 30 days of its
suspension the company faces the termination of its listing without an offer
to minority shareholders.
Rosebank
11 January 2006
Designated advisor to Simeka BSG
Java Capital (Proprietary) Limited
Date: 11/01/2006 10:25:45 AM Produced by the JSE SENS Department
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