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VIL - Village - Posting of Circular and Revised Listing Particulars
Village Main Reef Gold Mining Company (1934) Limited
(Registration number 1934/0057034/06)
Share Code: VIL
ISIN: ZAE000007720
("Village" or the "company")
POSTING OF CIRCULAR AND REVISED LISTING PARTICULARS TO VILLAGE SHAREHOLDERS IN
RESPECT OF THE IMPLEMENTATION OF THE CHANGE OF NAME OF VILLAGE, THE PROPOSED
TRANSACTION BETWEEN VILLAGE AND SIMMERS AND WITHDRAWAL OF CAUTIONARY
Further to the joint cautionary announcement issued on SENS on 6 December 2010
and in the press on 7 December 2010, and the renewal of cautionary issued on 19
January 2011, Village shareholders are advised that Village has posted a
Circular and Revised Listing Particulars dated 2 March 2011 ("the Circular") to
its shareholders in respect of: (i) the implementation of the Change of Name of
Village and (ii) a proposed merger between Village and Simmers, in terms of
which Village will acquire the majority of Simmers` assets in consideration for
the issue by Village of Village shares which, after such issue, will constitute
approximately 66% of the total Village shares in issue, and which shares will be
Unbundled by Simmers to its shareholders (the "Proposed Transaction").
Capitalised terms contained in this announcement are defined in the Circular and
Revised Listing Particulars or below for ease of reference.
In terms of the Proposed Transaction, and subject to the fulfilment or waiver of
the Conditions Precedent, Village has agreed to:
1. acquire the Sale Assets, being:
1.1. a 100% shareholding in and claims on loan account against S&J Investments,
which is the holding company of BGM which, in turn, owns the Buffelsfontein
Gold Mine, Hartebeestfontein Gold Mine and the Tau Lekoa Mine;
1.2. 60,622,653 common shares in First Uranium Corporation ("FIU"); and
1.3. the 392,874 FIU Notes (convertible into 42,199,141 common shares in FIU);
and
2. assume the Assumed Liabilities, being:
2.1. the assumption by Village of all of Simmers` rights and obligations under
the ABSA Note Programme Documents, if the conditions precedent referred to
in 5.1.1.2.4 and 5.1.1.2.6(a) of the Circular are fulfilled;
2.2. the assumption by Village of all of Simmers` rights and obligations under
the Forward Gold Purchase Transaction Documents to Simmers, if the
condition precedent referred to in paragraph 5.1.1.2.6(b) of the Circular
is fulfilled;
2.3. the undertaking to pay to Simmers any amount which is or becomes or will
become due, owing and payable by Simmers to any other person under, in
terms of or arising out of the ABSA Note Programme Documents, if the
conditions precedent referred to in paragraphs 5.1.1.2.4 and 5.1.1.2.6(a)
of the Circular are not fulfilled, but waived;
2.4. the undertaking to pay to Simmers any amount which is or becomes or will
become due, owing and payable by Simmers to any other person under, in
terms of or arising out of the Forward Gold Purchase Transaction Documents,
if the condition precedent referred to in paragraph 5.1.1.2.6(b) of the
Circular is not fulfilled, but waived; and
2.5. the undertaking to indemnify Simmers against all loss, liability, damage or
expense which Simmers may suffer as a result of or which may be
attributable to any claims arising out of, or connected with, the Aberdeen
Loan Agreement.
The aggregate amount of Village`s liability in terms of 2.4 and 2.5 above
concerning the ABSA Note Programme Documents and the Forward Gold Purchase
Transaction Documents shall not exceed the sum of R290,316,533 and all amounts
of interest that are or become payable by Simmers under the ABSA Note Programme
Documents and the Forward Gold Purchase Transaction Documents.
Village will acquire the Sale Assets and assume the Assumed Liabilities in
consideration for the issue of the Consideration Shares (being 597,512,158
Village shares at R2.20 per share). The Consideration Shares will subsequently
be unbundled by Simmers to Simmers` shareholders.
The Transaction Consideration will be R1,314,526,748 to be settled by the issue
of the Consideration Shares to Simmers, which Simmers will be obliged to
distribute to its shareholders in terms of the Unbundling immediately thereafter
in accordance with the prescribed JSE timelines.
The Transaction Consideration implies a value of R1.05 per Simmers share, which
represents a premium of approximately 14.7% to the VWAP at which a Simmers share
traded on the JSE for the 30 days preceding 6 December 2010 (being the date of
the announcement referred to in paragraph 1 above) and 14.3% to the 30-day VWAP
to Wednesday, 23 February 2011, being the date immediately preceding the Last
Practicable Date (being 24 February, 2011).
RATIONALE
The Proposed Transaction is in line with Village`s stated objective to build
greater mass to transform Village into a company with a diversified portfolio of
self-sustaining mining operations. If implemented, the Proposed Transaction will
represent the third acquisition by Village in pursuance of this strategy -
having recently expanded its portfolio through the Lesego Transaction and, if
implemented, the Cons Murch Transaction. The Proposed Transaction further
enhances Village`s portfolio to incorporate BGM, Tau Lekoa and a significant
investment in FIU. Post implementation of the Cons Murch Transaction and the
Proposed Transaction, Village will hold: (1) a high grade platinum asset via
Lesego, (2) gold assets via S&J Investments, (3) gold and uranium exposure via
FIU and (4) gold and antimony assets via Cons Murch.
Village will be managed by an experienced management team led by the current
Chief Executive Officer, Bernard Swanepoel. Subject to the Proposed Transaction
being implemented, the Village Board intends to make an offer to Marius Saaiman
(current Chief Financial Officer of Simmers) to be appointed as Chief Financial
Officer of Village to further strengthen the management team.
Village will be well positioned to pursue further consolidation in the junior
mining assets arena with the potential to develop into one of South Africa`s
large diversified mining companies.
By combining the Simmers and Village shareholder bases as a result of the
Proposed Transaction, the BEE shareholders will be more diversified and Village
Shareholders are likely to benefit from enhanced liquidity in trading Shares.
As a result, the enlarged Village entity should have better access to capital
markets to fund future growth to continue to meet its stated strategic
objectives.
The Simmers board supports the Proposed Transaction as it will provide Simmers
with a clean break from its legacy issues over the last few years, whilst
allowing for the existing Simmers` shareholders, in aggregate, to retain a 66%
interest in the current Simmers operations.
CONDITIONS PRECEDENT
1. The Proposed Transaction and Unbundling are subject to the fulfilment (or,
where applicable, waiver) of the following conditions precedent, namely:
1.1. by no later than 31 March 2011, or by such later date as Simmers and
Village may determine, that Simmers in general meeting has passed
resolutions:
1.1.1. approving the disposal by Simmers of the Sale Assets to Village in
terms of the Transaction Agreement as required by section 228 of the
Companies Act and in accordance with the Listings Requirements;
1.1.2. approving the distribution by Simmers of the Consideration Shares to
the Simmers shareholders pro rata to their respective holdings of
Simmers shares (as an unbundling transaction contemplated in section
46 of the Income Tax Act, No. 58 of 1962) in terms of sections 90 and
228 of the Companies Act and in accordance with the Listings
Requirements; and
1.1.3. approving the disposal by Simmers to Village of the Reacquisition
Shares in terms of the Transaction Agreement, as required by section
228 of the Companies Act, and in accordance with the Listings
Requirements;
1.2. by no later than 1 May 2011 or by such later date as Simmers and Village
may agree in writing on or before 1 May 2011:
1.2.1. that all necessary statutory and regulatory approvals required for
entering into and implementing the Transaction Agreement have been
duly given, including approval from the DMR;
1.2.2. that Village in general meeting has passed resolutions:
a) authorising the directors of Village to allot and issue:
i. the Consideration Shares, as a specific approval in terms of section 221(2)
of the Companies Act, and in accordance with the Listing Requirements;
ii. over and above the Consideration Shares (a) the maximum number of Village
Shares permitted by the Listings Requirements (upon such terms and subject
to such conditions as the directors of Village may determine) as a general
approval in terms of section 221(2) of the Companies Act and in accordance
with the Listings Requirements and (b) included in the maximum number
referred to in (a), such number of Village Shares as the board of directors
of Village may determine for the purpose of a capital raising exercise, as
a general issue for cash in accordance with the Listings Requirements;
b) waiving any requirement on the part of Simmers in terms of the SRP Code to
extend a mandatory offer to the Village Shareholders to acquire all their
Village Shares as a consequence of the implementation of any matter
provided for in the Transaction Agreement;
c) approving the Transaction Agreement and its implementation in accordance
with the provisions of the Listings Requirements;
d) increasing Village`s authorised share capital from R62,500,000 divided into
500,000,000 Village shares to R625,000,000 divided into 5,000,000,000
Village Shares;
e) approving the repurchase of the Reacquisition Shares in accordance with the
provisions of clause 13A of the Transaction Agreement, in terms of section
85(2) of the Companies Act; and
f) approving the disposal by Village to Simmers of the Reacquisition Assets in
accordance with the provisions of clause 13A of the Transaction Agreement,
as required by section 228 of the Companies Act, and in accordance with the
Listings Requirements;
1.2.3. that CIPRO registers all of the various resolutions required to be
passed by Village and/or Simmers as special resolutions in terms of
the Companies Act;
1.2.4. that the JSE has approved the listing of the ABSA Notes in the name of
Village pursuant to the assignment referred to in paragraph 5.1.1.2.6
of the Circular;
1.2.5. that the SRP has waived any requirement on the part of Simmers in
terms of the SRP Code to extend a mandatory offer to the Village
Shareholders to acquire all their Village Shares as a consequence of
the implementation of any matter provided for in the Transaction
Agreement and that (a) no appeal to such waiver shall have been
timeously noted ; and (b) if an appeal is noted, it is unsuccesful;
1.2.6. that all consents required from First Rand Bank Limited, Rand Refinery
Limited, ABSA Bank Limited, Deutsche Bank, 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 with effect from the Closing Date;
b) the assignment by Simmers of all its rights and obligations under the
forward gold purchase agreement referred to in the definition of "Forward
Gold Purchase Transaction Documents", and 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 Sale 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 Sale Assets by Simmers to Village with effect from the
Closing Date; and
e) the granting by Village of security in favour of Lexshell 820 Investments
(Proprietary) Limited over the Sale Assets; and
f) the disposal by Simmers of any of its subsidiaries or 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
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, arising from or in relation to the matters above,
have been entered into and have become unconditional, save for any
condition that the Transaction Agreement has become unconditional; and
1.2.7. that Village obtains the consent of the Minister of Mineral Resources
in terms of the MPRDA for the transfer of the prospecting right
granted over Eerste Regt to Sweet Sensation 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 Lesego
Transaction.
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF VILLAGE
The unaudited pro forma financial effects of the Proposed Transaction on
Village for the six months ended 30 June 2010 have been prepared to show the
impact of the Capital Raising (in terms of which Village raised an amount of
R42.3 million (after transaction costs) since 20 December 2010 by way of an
offer for subscription of a maximum of 20,500,000 Village Shares, as more fully
detailed in the circular to Village shareholders dated 2 December 2010 and a
further 500,000 Village Shares under a general authority) and the Proposed
Transaction as if the Capital Raising and the Proposed Transaction had occurred
on 1 January 2010, for purposes of adjusting the pro forma earnings and on 30
June 2010 for purposes of adjusting the pro forma net asset value of Village.
The unaudited pro forma financial effects are presented for illustrative
purposes only and because of their nature may not fairly present Village`s
financial position, changes in equity, results of operations or cash flows going
forward.
The unaudited pro forma financial effects have been prepared using accounting
policies that are consistent with IFRS and with the basis on which the
historical financial information has been prepared in terms of the accounting
policies adopted by Simmers. Simmers is the current owner of the Subject Assets
(collectively, the subject matter of the Proposed Transaction, being the Sale
Assets and the Assumed Liabilities), which is treated as the reverse acquisition
accounting acquirer for purposes of preparing the unaudited pro forma financial
effects. Village intends to apply Simmers` accounting policies post the Proposed
Transaction.
The Village Board is responsible for the compilation, contents and presentation
of the unaudited pro forma financial effects contained in this announcement and
the Circular and for the financial information from which it has been prepared.
Their responsibility includes determining that: the unaudited pro forma
financial effects have been properly compiled on the basis stated; the basis is
consistent with the accounting policies of Simmers and the pro forma adjustments
are appropriate for the purposes of the unaudited pro forma financial effects
disclosed in terms of the Listings Requirements.
Detailed unaudited pro forma financial information is set out in the Circular
and the financial effects are summarised below.
Unaudited pro forma financial effects
Before (1) After capital raising (2) After (3) Percentage change
A B C B/A C/B
EPS (cents) (3.95) (3.66) (58.75) 7.3 (1,505.2)
HEPS (cents) (3.95) (3.66) (58.78) 7.3 (1,506.0)
NAV per Share
(cents) 44.44 55.52 356.11 24.9 541.4
TNAV per Share
(cents) 29.35 41.50 331.66 41.1 699.2
Weighted
average number
of shares
(`000) 267,206 288,206 885,718
Shares in
issue (`000) 276,304 297,304 894,816
Notes:
1. The "Before" column is based on an extract of the published unaudited pro
forma financial information of Village for the six months ended 30 June 2010 as
presented in the circular to Village Shareholders dated 2 December 2010, which
presented the impact of the Cons Murch Transaction. The extract included in the
"Before" column represents the following, with reference to the unaudited pro
forma financial information included in the circular dated 2 December 2010:
- The settlement of the Cons Murch Transaction consideration partially in
cash of R5 million and the balance settled through the issue of 15,909,091
Village Shares, as this is the consideration elected by Village. The
alternative to settle the consideration entirely through the issue of
shares is not presented as this alternative was not elected by Village.
- The completion of the first stage of the Cons Murch Transaction.
2. The "After capital raising" column presents the unaudited pro forma
financial position after the Capital Raising. It assumes the issue of 21,000,000
Village Shares resulting in a net cash inflow of R42.3 million after transaction
costs of R2.2 million. No interest received benefit is assumed for purposes of
adjusting earnings as it is assumed that cash proceeds will be used for working
capital.
3. The "After" column represents the unaudited pro forma financial position
after the Proposed Transaction, which includes the following:
- The acquisition of the Subject Assets and the impact of the application of
reverse acquisition accounting, in terms of which Village is treated as the
acquiree and the Subject Assets are treated as the acquirer.
- Assets and liabilities of the Subject Assets are carried forward into
Village at their historic values as per the reviewed historical financial
information of the Subject Assets as presented in the Circular. While the
Transaction Consideration for the Subject Assets is R1,314.5 million, the
NAV of the Subject Assets (including the subject claim) is R2,536.0
million. Assets will be subject to normal impairment testing at the next
reporting period following the implementation of the Proposed Transaction.
Impairment considerations on the historical financial information of the
Subject Assets are set out in the historical financial information of the
Subject Assets as presented in the Circular.
- The deemed acquisition value of Village is R654.1 million.
- Assets of R455 million, goodwill of R177.2 million and a deferred tax
liability of R127.4 million are recognised in addition to assets and
liabilities already reflected in the financial information of Village,
based on a preliminary purchase price allocation performed on Village.
- Estimated transaction costs associated with the Proposed Transaction are
R14.8 million, which are once-off in nature.
4. Should the Unbundling not be implemented, the Proposed Transaction may be
unwound as described in the Circular. The acquisition by Village of the
Reacquisition Shares from Simmers in terms of such an Unwind will result,
amongst other effects, in additional costs for Village in the form of taxes,
such as STC and CGT, and other costs. These costs and further potential effects
of the acquisition of Reaquisition Shares by Village cannot be factually
supported currently and are not included in the pro forma financial effects. The
pro forma financial effects assume that the Proposed Transaction and the
Unbundling will complete.
Detailed information relating to the preparation of the unaudited pro forma
financial information can be found in the Circular.
APPLICATION FOR A WAIVER OF MANDATORY OFFER
The Proposed Transaction, if implemented, will be settled through the issue of
the Consideration Shares to Simmers, which will result in Simmers owning,
momentarily, approximately 66% of the issued share capital of Village after the
Proposed Transaction (i.e. pending the Unbundling, which is expected to occur
after the issue of the Consideration Shares in accordance with the prescribed
JSE timelines).
Simmers and Village are of the view that although the issue of the Consideration
Shares will result in Simmers acquiring more than 35% of the Village shares,
this is part of a composite transaction which includes the Unbundling and,
considered in totality, the Proposed Transaction does not give rise to a change
of control of Village and the provisions of Rule 8 of the SRP Code should not
apply in the circumstances.
However, Village and Simmers have agreed that, to avoid the risk of a mandatory
offer being inadvertently triggered and in order to be cautious, they will seek
a waiver of any mandatory offer that Simmers may otherwise be required to make
to Village Shareholders as a result of the implementation of the Proposed
Transaction and, more particularly, the issue of the Consideration Shares to
Simmers (the "Waiver"). In terms of Rule 8.7 of the SRP Code the requirement for
a mandatory offer will normally be dispensed with by the SRP provided there has
been a majority of independent votes approving the waiver of a mandatory offer
at a properly constituted meeting of the holders of the relevant securities.
Accordingly, Shareholders will be asked, at the General Meeting, to approve the
proposed waiver of the requirement for Simmers to make a mandatory offer to
Shareholders in terms of Rule 8.7 of the SRP Code.
Any interested party who wishes to object to the dispensations referred to in
6.3 above, shall have seven calendar days from the date of the posting of the
Circular, (i.e. until 9 March 2011) to raise such an objection with the SRP.
Objections should be made in writing and addressed to the "Executive Director,
Securities Regulation Panel" at any one of the following addresses:
Physical:
1st Floor, Block B
Sunnyside Office Park
32 Princess of Wales Terrace
Parktown
2193
Postal:
PO Box 91833
Auckland Park
Johannesburg
2006
Fax:
+27 11 642 9284
If any submissions are made to the SRP within the permitted timeframe, the SRP
will consider the merits thereof and, if necessary, provide the objectors with
an opportunity to make representations to the SRP. Thereafter, subject to the
waiver in general meeting being granted by Shareholders, the SRP will rule on
the requirement for a mandatory offer. Once the SRP has made its ruling,
interested parties who wish to object to such ruling shall have 3 Business Days
from the date on which such ruling is announced to lodge an appeal against the
ruling with the SRP.
The granting of the aforesaid waiver and the ruling from the SRP in respect of
such waiver are conditions precedent to the Proposed Transaction.
The SRP, in a letter dated 31 January 2011 (a copy of which is available for
inspection in terms of paragraph 25 below) ("Ruling Letter"), granted
dispensation to Village from compliance with Rule 3.1 (being the requirement for
the Village Board to have to obtain independent expert advice) for the reasons
set out in the Ruling Letter. As announced on 17 February 2011, Village
Shareholders were given the opportunity to raise any objections to the
dispensation from the requirement for the Village Board to obtain appropriate
external advice on the waiver. No such objections were raised.
NOTICE OF GENERAL MEETING
Included in the Circular posted today, Wednesday, 2 March 2011, is a Notice
convening a General Meeting of Village shareholders to be held at Umbono
Capital, Isle of Houghton, Old Trafford No. 4, Corner Boundary and Carse O
Gowrie Road, Houghton at 10:00 on Friday, 25 March 2011 to consider and, if
deemed fit, to pass the resolutions necessary to effect the Proposed
Transaction, a form of proxy (to be completed by Certificated Shareholders and
Dematerialised Shareholders with ownname registration only) and a form of
surrender (to be completed by Certificated Shareholders only).
SALIENT DATES AND TIMES
Salient dates and times in relation to the Proposed Transaction and Change of
Name
Declaration date announcement regarding the Change of Friday, 25 February
Name released on SENS 2011
Declaration date announcement regarding the change of Monday, 28 February
name published in the press 2011
Circular and notice of General Meeting posted to Wednesday, 2 March
Shareholders 2011
Finalisation date announcement regarding the Change of Wednesday, 2 March
Name is released on SENS 2011
Finalisation date announcement regarding the Change of Thursday, 3 March 2011
Name is published in press
Last date to lodge objection with SRP against the Wednesday, 9 March
application for the waiver 2011
Last day to trade under old name "Village Main Reef Gold Friday, 11 March 2011
Mining Company (1934) Limited"
Change of Name on the JSE effective from the commencement Monday, 14 March 2011
of business on
Trade under the new name "Village Main Reef Limited"
under the JSE share code "VIL", abbreviated name Monday, 14 March 2011
"VILLAGE" and new ISIN:ZAE000154761 from the commencement
of trading on
Record date for the Change of Name Friday, 18 March 2011
New share certificates reflecting the Change of Name
posted by registered post, to Certificated Shareholders Tuesday, 22 March 2011
who have surrendered their documents of title on or
before 12:00 on the record date (see note 4 below) on or
about
Dematerialised Shareholders` accounts updated with new
name by their CSDP or broker on Tuesday, 22 March 2011
Last day to lodge forms of proxy for the General Meeting Wednesday, 23 March
(by 10:00) 2011
General Meeting in respect of the Proposed Transaction Friday, 25 March 2011
(at 10:00)
Results of General Meeting released on SENS Friday, 25 March 2011
Results of General Meeting published in the press Monday, 28 March 2011
Expected Pay date (Consideration Shares issued to Thursday, 12 May 2011
Simmers)3
Salient dates and times in relation to the Unbundling, which will only impact
shareholders of Simmers and which have been disclosed here for completeness
Expected finalisation date and announcement pertinent to Friday, 6 May 2011
the unbundling published on SENS and in the press3
Expected Last Day to Trade in Simmers shares on the JSE Friday, 13 May 2011
in order to participate in the unbundling3
Expected list date of Consideration Shares Monday, 16 May 2011
Expected Unbundling Record Date in order to participate Friday, 20 May 2011
in the Unbundling3
Expected date for Consideration Shares to be unbundled to
Simmers shareholders3 Monday, 23 May 2011
Notes:
1. All times indicated above are local times in South Africa.
2. The dates and times indicated in the table above are subject to change. Any
such changes will be released on SENS and published in the press.
3. Based on the assumption that all of the conditions precedent to the
Proposed Transaction are fulfilled or waived by 1 May 2011.
4. Shareholders will not be able to dematerialise or rematerialise securities
in the name of Village Main Reef Gold Mining Company (1934) Limited after
Friday, 11 March 2011, and may only dematerialise their new Village Main
Reef Limited Shares from Tuesday, 22 March 2011.
5. Certificated Shareholders who surrender their existing documents of title
after 12:00 on the record date will have their new share certificates
mailed within five Business Days of receipt thereof by the Transfer
Secretaries, by registered post in South Africa, at the risk of the
Shareholders concerned.
6. As the salient dates and times are subject to change, they may not be
regarded as consent or dispensation for any time periods which may be
required in terms of the SRP Code where applicable, and any such consents
or dispensations must be specifically applied for, and granted.
WITHDRAWAL OF CAUTIONARY
As a result of the above disclosure, shareholders are advised that they no
longer need to exercise caution when dealing in their Village shares.
Johannesburg
2 March 2011
Financial advisor to Village
J.P. Morgan
Financial advisor to Simmers and deal originator
Sovereignty Capital
Legal advisor to Village
Cliffe Dekker Hofmeyr Inc
Legal advisor to Village
Werksmans Inc
Sponsor to Village
Macquarie First South Advisers (Proprietary) Limited
Media and Investor relations to Village
Vestor
Date: 02/03/2011 14:40:00 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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