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SIM - Simmer & Jack Mines, Limited - Unbundling - Provisional unbundling ratio

Release Date: 03/03/2011 14:06
Code(s): SIM
Wrap Text

SIM - Simmer & Jack Mines, Limited - Unbundling - Provisional unbundling ratio and unbundling ratio Simmer & Jack Mines, Limited (Registration number 1924/007778/06) Share Code: SIM ISIN: ZAE0000067220 ("Simmers" or the "company") UNBUNDLING - PROVISIONAL UNBUNDLING RATIO AND UNBUNDLING RATIO Simmers shareholders are referred to the posting of circular announcement issued on SENS on 2 March 2011 and in the press today (the "posting of circular announcement") in which Simmers shareholders were advised that Simmers had posted a circular dated 2 March 2011 ("the circular") to its shareholders in respect of: (i) the proposed disposal by Simmers of the majority of Simmers` assets to Village Main Reef Gold Mining Company (1934) Limited ("Village") in consideration of the issue by Village of Village shares to Simmers and the assumption by Village of certain liabilities (the "disposal"); and (ii) the proposed subsequent unbundling by Simmers of the Village shares issued to it to its shareholders (the "unbundling" and collectively, the "proposed transactions"). Terms defined in the circular shall bear the same meanings where used in this announcement. Subject to the fulfilment or waiver of the conditions precedent set out in the posting of circular announcement, Simmers will, pursuant to the disposal, receive 597,512,158 Village shares, comprising approximately 66% of the total Village shares in issue post the proposed transactions (the "Village consideration shares"). Unless some of the Village consideration shares are retained, disposed of or encumbered as contemplated below, all of the Village consideration shares will be distributed by Simmers to Simmers` shareholders recorded in the Simmers register on the unbundling record date. If Simmers unbundles all the Village consideration shares to its shareholders, 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 47.72727 Village shares. This is the "provisional unbundling ratio". Under the agreement recording the terms and conditions of the proposed transactions, Simmers is entitled to retain, dispose of or encumber such number of the Village consideration shares as the board deems necessary to satisfy or discharge any actual or potential obligation or liability of Simmers. Insofar as Simmers is required to sell, otherwise dispose of or encumber any of the Village consideration shares which it has retained in order to satisfy or discharge any such actual or potential obligation or liability, it must inform Village of its intention to do so. Within a reasonable period of time after Village has been so informed, Village may furnish Simmers with reasonable requirements with regard to the sale, other disposition or encumbrance by Simmers of such Village shares, and Simmers will only sell, otherwise dispose of or encumber the Village shares in accordance with those reasonable requirements. If any Village consideration shares are so retained, disposed of or encumbered fewer Village shares will be distributed to Simmers shareholders, and the provisional unbundling ratio will be amended accordingly. Any such amendment made pursuant thereto will be released on SENS on or before the finalisation date, and the ratio so released will be the "unbundling ratio". If no amendment is made, the provisional unbundling ratio will be the "unbundling ratio". Johannesburg 3 March 2011 Transaction originator and financial advisor Sovereignty Capital Legal advisor Bowman Gilfillan Inc Transaction sponsor Java Capital Auditors and reporting accountants Grant Thornton Sponsor to Simmers RAND MERCHANT BANK (a division of FirstRand Bank Limited) Independent advisor to Simmers Bridge Capital Date: 03/03/2011 14:06:02 Supplied by www.sharenet.co.za 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.

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