SIM
SIIF
SIM - Simmers - General Issue Of Shares For Cash
Simmer & Jack Mines, Limited
(Incorporated in the Republic of South Africa)
(Registration number 1924/007778/06)
Share code: SIM & ISIN Code: ZAE000006722
("Simmers" or "the Company")
GENERAL ISSUE OF SHARES FOR CASH
SIMMERS RAISES R289-MILLION
Introduction
At the annual general meeting of the Company held on 19 September 2008, the
requisite majority of Simmers shareholders approved an ordinary resolution
authorising the directors to issue shares for cash in accordance with paragraph
5.52 of the JSE Limited ("JSE") Listings Requirements ("the general authority").
In accordance with the ordinary resolution, the remainder of the general
authority has been utilised in full by the Company. The Company successfully
placed 109 950 000 ordinary shares ("placed shares"), equating to 10,35% of the
issued share capital of the Company, raising R289,168,500 ("private placement").
Prior to this issue, the Company issued 49,336,905 ordinary shares on 5 March
2009 to raise R110-million for the business integration of Tau Lekoa and
Buffelsfontein Gold Mine.
Application of Proceeds
The proceeds of this latest placement, which was significantly oversubscribed,
will be used to finance identified potential acquisition opportunities and
potential organic growth opportunities, as well as for general corporate
purposes.
The placed shares will be listed on the JSE with effect from the commencement of
business on or about 19 June 2009 and will rank pari passu with the existing
ordinary shares of the Company. They were placed with local and international
institutional shareholders, all of whom qualify as "public" shareholders within
the meaning of paragraphs 4.25 and 4.26 of the JSE Listings Requirements.
Pro forma financial effects of the private placement
The unaudited pro forma financial effects set out below have been prepared for
illustrative purposes only to assist shareholders to assess the impact of the
private placement on the loss per share ("LPS"), diluted loss per share
("DLPS"), headline loss per share ("HLPS"), diluted headline loss per share
("DHLPS"), net asset value per share ("NAVPS") and tangible net asset value per
share ("TNAVPS") of Simmers had the private placement occurred on
30 September 2008 for income statement and balance sheet purposes.
These unaudited pro forma financial effects have been disclosed in terms of the
Listings Requirements of the JSE and because of their nature may not fairly
present Simmers` financial position, changes in equity, results of operations or
cash flows.
The unaudited pro forma financial effects have not been reviewed or reported on
by the Company`s auditors and are the responsibility of the directors of
Simmers.
Unaudited After Percentage
Before change
(%)
LPS (cents) (16.97) (14.76) 13%
DLPS (cents) (15.75) (13.82) 12%
HLPS (cents) (16.97) (14.76) 13%
DHLPS (cents) (15.75) (13.82) 12%
NAVPS (cents) 202.09 207.39 3%
TNAVPS (cents) 225.23 227.52 1%
Weighted average 1,062,031,086 1,221,317,991 15%
number of shares in
issue
Number of shares in 1,062,031,086 1,221,317,991 15%
issue
Notes:
1. The LPS, DLPS, HLPS and DHLPS, set out in the Unaudited Before" column of
the table, are based on Simmers` consolidated reviewed unaudited interim
results as at 30 September 2008 as published on SENS on 13 November 2008.
2. The NAVPS and TNAVPS, as set out in the Unaudited Before" column of the
table, are based on Simmers` consolidated unaudited interim results at 30
September 2008 as published on SENS on 13 November 2008.
3. The unaudited pro forma financial effects have been prepared in accordance
with International Financial Reporting Standards and are consistent with
the accounting policies applied by Simmers for the financial year ended 31
March 2008.
In terms of the private placement, Simmers placed 109,950,000 ordinary shares at
an issue price of R2.63 per ordinary share, being a 10% discount to the 30-day
volume weighted average price of R2.92 per ordinary share as at 11 June 2009.
Commenting on the private placement, Gordon Miller, Chief Executive Officer,
said:"We had an excellent response to the placement with the offer significantly
oversubscribed and we welcome onto our register a number of new institutions,
many of them from offshore. The placement gives us the flexibility to pursue our
growth objectives, be they regional consolidation, or the acceleration of
organic growth projects, given that all our assets have significant potential
beyond their current Life of Mine plans."
Johannesburg
15 June 2009
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Legal adviser
Routledge Modise
Bookrunner and Lead manager
Macquarie First South
Date: 15/06/2009 09:59:52 Produced by the JSE SENS Department.
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