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SIM
SIIF
Simmer And Jack Mines Limited - Settlement Of The Dispute Between The
Shareholders Of Jaganda (Pty) Ltd Further Cautionary Announcement
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")
SETTLEMENT OF THE DISPUTE BETWEEN THE SHAREHOLDERS OF JAGANDA (PTY) LTD
("JAGANDA")
FURTHER CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement published on 2 March 2006 advising
shareholders of an ongoing dispute between the shareholders of Jaganda ("the
Jaganda dispute"), Simmers shareholders are advised that settlement of the
Jaganda dispute has now been reached, subject to the fulfilment of the
suspensive conditions set out below by 31 May 2006. This settlement satisfies
all the preconditions set by the DME for the issue of the 4 shaft rights
referred to below.
Jaganda is the largest shareholder in Simmers, holding approximately 44% of the
company. The prominent shareholder in Jaganda is Vulisango (Pty) Ltd
("Vulisango"), which holds 51% of Jaganda. The other shareholders are Mr Ronnie
Watson, Mr Roger Kebble, Mr Gordon Miller, Mr Graham Wanblad and Mr John Berry,
who hold 49% (collectively, "the management shareholders"). Vulisango is a black
empowerment ("BEE") company, which is 78% held by historically disadvantaged
South Africans.
The effect of the conditional settlement insofar as it directly concerns Simmers
is that:
* The management shareholders will sell their 49% interest in Jaganda to
Jaganda"s holding company in exchange for up to 100 million Simmers shares
held by Jaganda, and will thereby exit Jaganda;
* Jaganda shall provide for all costs and taxes relating to such disposal;
* Jaganda has in issue a number of redeemable preference shares which are
held by JCI Limited ("JCI"), and in respect of which there is a dispute
with JCI. Prior to resolution of the dispute with JCI, Jaganda will place
80 million Simmers shares held by it in escrow with its attorneys pending
such resolution to cover an acknowledged underlying liability to JCI of
R89.3 million;
* Simmers shall issue, under its general authority and subject to the
Listings Requirements of the JSE Limited, up to 100 million new Simmers
shares for cash at a price of 150 cents per share over an agreed time
period;
* The management shareholders shall withdraw their application for the
liquidation of Jaganda and each party to the application shall pay its own
costs, and
* Jaganda shall have the right (subject to Simmers board approval) to
nominate up to two non-executive directors to the board of Simmers.
Final settlement of the Jaganda dispute is conditional upon:
* Approval by the Department of Minerals and Energy ("DME") of Simmers"
application for mining rights in respect of Randfontein 4 shaft ("4
shaft");
* The signature by all parties concerned of a binding written agreement
regarding the above matters; and
* Approval by the Simmers board of the board appointments referred to above.
An approach is being made as a matter of urgency to the DME to request approval
of the 4 shaft rights. Once the company has received a formal ruling from the
DME, shareholders will be advised.
Further cautionary announcement
Further to the cautionary announcements released on SENS on 2 March 2006 and 21
April 2006, Simmers shareholders are advised to continue to exercise caution
until a further announcement regarding the above matters is made.
Johannesburg
18 May 2006
Johannesburg
Sponsor and corporate adviser to Simmers
SASFIN CAPITAL
(A division of Sasfin Bank Ltd)
Legal adviser to Simmers
Tabacks
Legal adviser to Vulisango
Sonnenberg Hoffmann Galombik
Corporate adviser to Vulisango
Sovereignty Capital (Pty) Ltd
Date: 18/05/2006 09:01:25 AM Produced by the JSE SENS Department
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