Simigon Share Discussion Threads

[liarspoker] 11/11/2006 19:29

First dealings 2nd November.

Simigon has developed a flexible simulation software engine, SIMbox, which is used to create distributed simulation packages.

[dogberry202000] 20/6/2006 23:23

Quite an outstanding prospect, Hot.

[holdontightuk] 20/6/2006 22:43

Check out the TMG thread...Thistle Mining. AXA now have a notifiable position; Zar:$ now above 7; producing 160k oz/year; increasingly profitable; Masbate project with 3 mill oz; RR stake valued ca £10 mill; TSXV listing imminent. Total resource over 21 mill ozs (excl RR). Current mkt cap is just £6 million.

I see :
- ZAR:$ at 8 before end 06;
- zar gold at 5500/6000;
- costs for PS sub 400 with US gold at 700+;
- masbate funded via TMG profits, reducing dilution/need for hedge

Fair value hard to confirm, but I would not consider a 20 bagger from here in any way out of the question. BIG Business in SA want the Zar:$ above 10. I think the SA's are gonna go ballistic, with their increased efficiencies developed while Rand strong working way through to significantly enhanced bottom line profits with weaker Rand. There is not a producer out there in the world with a market cap like TMG for the potential now being delivered. DYOR but don't wait too long, IMO!

[holdontightuk] 02/4/2006 18:51

Looks like a certain someone (certifiable and psychotic) called the bottom well on this.

[red ninja] 28/3/2006 20:14

JSE LIMITED DECLINES TO SUSPEND TRADE IN SIMMERS SHARES The JSE Limited today advised Simmers that it had declined a request made on behalf of Vulisango (Pty) Ltd, a shareholder in Jaganda (Pty) Ltd, which holds approximately 44% of Simmers, to suspend trade in Simmers shares. Johannesburg 28 March 2006

[Abuse team] 23/3/2006 08:19

Post removed by ADVFN

[red ninja] 23/3/2006 08:18

Lets hope they find the missing miners alive ...


SEARCH FOR MISSING MINERS AFTER BUFFELSFONTEIN FIRE

2006-03-23


Gordon Miller, chief executive officer of Simmer & Jack Mines, Limited (Simmers) said this morning that everything humanly possible is being done to rescue eight miners trapped underground at the Buffelsfontein mine in Stilfontein after a fire. Indications are that is was caused by an electrical problem.

"Our rescue teams have been working since early this morning," said Miller. "Eight miners are still underground and the rescue teams are trying to locate them. 136 miners were underground at the time and nine have been treated for smoke inhalation."

Deon van der Mescht, chief operating officer of Simmers expressed his deep concern for the miners and said the main priority was to establish their exact location in order for rescue teams to determine the best method of getting the men out.

Van der Mescht said that he did not yet know what caused the fire beyond that it was an electrical problem: "Rescuing the miners is our first priority, establishing exactly what happened is next on our list."

Simmers said it is liaising closely with the regional leadership of NUM and the DME in regard to the rescue operation.

[red ninja] 17/3/2006 20:26

Open letter to shareholders :-

Open Letter to Shareholders by Gordon Miller, CEO of Simmer & Jack Mines Ltd

2006-03-17

Dear Shareholder,

I am writing in response to the many queries we have received over the last few days as a result of a public attack on Simmers by Vulisango, a group of Simmers shareholders, which has dented investor confidence at a time when our prospects are so good. It is deeply regrettable that in a bid to gain a larger stake in Simmers without paying for it, Vulisango has resorted to tactics, which have unfairly and negatively impacted on Simmers. In the interests of transparency and good governance, I will set out below how this situation came to be; it is based on a sworn affidavit made by me to the High Court of Johannesburg in our application to have Jaganda, a major Simmers shareholder, liquidated in terms of Section 346(1)(e) of the Companies Act no 61/1973.

What started this?

Two shareholder groups control Jaganda, which holds a 44% stake in Simmers:

q Vulisango, a BEE company led by Valence Watson, holds 100% of a subsidiary (Richtrau 47) which in turn holds 51% of Jaganda;

q A group known as the Voting Pool owns 49% of Jaganda. The Voting Group consists of Simmers' executive management, myself, Graham Wanblad and John Berry and former chairman Roger Kebble and Valence Watson's brother Ronnie.

At the end of 2005, negotiations began between the two groups to unbundle the control structure. These negotiations failed because the two parties could not reach consensus. Since then the relationship has broken down irretrievably - for reasons set out below. The Voting Pool members, with the exception of Mr Ronnie Watson, decided the only way to resolve the issue was to apply to have Jaganda liquidated and its assets - the Simmers' shares - divided between them on a just and equitable basis. Under normal circumstances, the unbundling of a controlling shareholding structure would have no impact on the company under its control other than to change the proportion of shares the parties hold. Vulisango decided to oppose the liquidation and has requested the JSE suspend the Simmers share pending an inquiry into various allegations against Simmers' management.

Background

Simmers is a remarkable story of a successful turn-around. The 2004 Annual Report shows that the company was barely solvent. It remained in business only because its operating losses were funded by JCI Limited, which owned approximately 86% of the issued share capital. JCI had a substantial claim against Simmers because of all the money it had advanced the company to keep it afloat.

A new Simmers board was appointed which decided to embark on a revitalization programme to be funded through a rights offer. Existing shareholders were given the opportunity to subscribe for new shares at R0.25c each. JCI, however, had neither the capital nor the appetite for the revitalization process and waived its right to subscribe for the new shares in favour of new investors.

Jaganda was created to warehouse the interests of BEE and management and to take up the subscription rights renounced by JCI. By this time JCI's claim against Simmers amounted to some R89-million. Jaganda settled this claim by issuing to JCI Limited 357,374 000 preference shares in Jaganda. In the meantime, management had lent a further R5-million to Jaganda for it to on lend that sum to Simmers as well, so Jaganda then had a claim of R94-million against Simmers, which Simmers settled by issuing Jaganda 377 million shares.

This process carried no risk for ordinary Jaganda shareholders because the transaction was so structured that if the Simmers' share price collapsed, then JCI would be limited to recovering what it could from what would have been the wreckage of the Simmers' share price.

In a worst-case scenario Jaganda ordinary shareholders would have gained nothing and lost nothing. Those at risk are the Simmers' executives and others in the Voting Pool who had invested the R5-million toward operating costs.

The rights issue was a success. At its conclusion, the debt that Simmers owed, originally to JCI and subsequently to Jaganda, had been settled; its share capital had increased dramatically; it had raised cash resources of some R59-million, and Jaganda owned 51% of Simmers.

The trouble started when Simmers needed to raise working capital. The most efficient way of doing this was to issue more shares to outside investors. One effect of doing this would be that Jaganda's shareholding after the rights issue would be reduced from 51% to 44%. As Vulisango owned 51% of Jaganda, it effectively controlled Simmers, so raising hard cash for new shares meant that Vulisango would lose that absolute control.

After a thorough discussion by the Simmers' board it was decided that, in spite of this, a placement of new shares was the only practical way forward. The Vulisango representatives on the Simmers board expressly supported the decision. Investors enthusiastically received the share placement, the share price began to climb and the required capital was raised (allowing Buffelsfontein to be recapitalized) and Jaganda's share in Simmers was diluted to 44% as anticipated. Vulisango had the opportunity to ensure its continued control of Simmers by purchasing shares in the placement. It chose not to do so.

Even though Vulisango had supported the process, fully realizing it would be diluted; it now demanded that, at no cost to itself, it be given a bigger slice of the Simmers pie in order to maintain absolute control of the company.

We obviously did not agree to this for legal and ethical reasons and it was then that the Vulisango attack began. Firstly, Vulisango attacked the transaction with JCI, claiming the JCI loan had been overstated and the deal engineered to the benefit of JCI. This despite the fact that Simmers' debt to JCI Limited had been properly documented and audited by Grant Thornton. Vulisango's motive for making the baseless allegations is clear. If the amount of JCI's debt is reduced then JCI's preference shares holding in Jaganda would be correspondingly reduced. This would give Vulisango more Simmers' shares. The thinking is also simplistic: Jaganda only got the Simmers shares, because it bought the JCI loan claim.

The allegations ebbed and waned – Vulisango was oddly reticent to bring the matter to any finality. In November last year, in a bid to resolve the issue, executive management proposed independent forensic auditors investigate the allegations. It invited the Vulisango representative on the Simmers board to provide a clear set of instructions regarding the scope and reference of such investigations. Vulisango chose not to pursue this route and to date nothing else has been heard about the alleged overstatement of the loan.

Vulisango then embarked on a new course of action saying it would stop making deleterious allegations if Simmers simply gave it additional free shares that would bring Jaganda's shareholding back up to 51% in Simmers. This would have been illegal and obviously management would not entertain such a proposal.

Vulisango then adopted the tactic of trying to prejudice and discredit Simmers' application for the 4 Shaft Mining Right, which forms the basis of the Ezulwini Project. When Simmers applied for this New Order Mining Right, Jaganda held 51% of Simmers. Two subsequent share placements to raise funds reduced this holding to 44% - a fact of which the DME is well aware.

Vulisango also attempted to pressurize Simmers into voluntarily withdrawing its application for 4 Shaft to enable Vulisango to make a different application in its own name. Vulisango said that once it received the rights, it would sell them to Simmers in return for more Simmers shares. Because of the many corporate governance issues this raised and the prejudicial effect it would have on Simmers' minority shareholders, Simmers management refused to countenance the suggestion.

In August last year Vulisango announced to the board of Simmers that it intended applying for the Mining Right to 4 Shaft – in spite of the fact that Simmers' application had already been accepted in May. Vulisango implied it was in a position to successfully influence the DME to revoke Simmers' successful application and grant the rights to Vulisango instead.

Simmers now found itself in the untenable position of having a major shareholder turned competitor. Accordingly, when Mr Ronnie Watson, demanded a copy of Simmers' detailed application for 4 Shaft he was asked to put his request in writing. Vulisango then stepped up the campaign against Simmers' management to include allegations of deliberately attempting to mislead the DME about Simmers' BEE status.

Simmers took these allegations so seriously that non-executive independent chairman, Nigel Brunette, requested Chris Loxton SC, to review Simmer's application and give an independent opinion on Vulisango's claims. Advocate Loxton found there to be no basis for Vulisango's allegations.

On 1 March 2006, a full board meeting of Simmers was held at which the issues were thoroughly discussed. The board was informed that an application for liquidation of Jaganda was in the process of being prepared. On advice from the company's sponsor, Sasfin Capital, a cautionary announcement to that effect was issued. Accordingly, on 2 March 2006, an application to liquidate Jaganda was lodged with the Johannesburg High Court.

Two days later, without informing Simmers, Vulisango applied to the JSE to have the Simmers share suspended allegedly "in the best interests of the shareholders". By some means that document found its way into the media, promptly sending the Simmers share into free-fall. However, the Simmers' share price has since recovered from a low of R1.15c on 3 March 2006 to close at R1.25 on 16 March 2006.

So what happens next?

Sasfin Capital has responded to the JSE on behalf of Simmers regarding Vulisango's request to have trade in Simmers shares suspended and a ruling is expected shortly.

The application by the Voting Pool to have Jaganda liquidated remains in place. The court will be asked to decide on what basis it is split – if at all - and Jaganda's only assets, the Simmers' shares, will be divided between the parties on a just and equitable basis. Whether these parties keep or sell their shares is up to them, although some may have to be sold to redeem JCI's preference shares. Clearly, it would not be in any shareholder's best interests to "dump" shares on the open market and in previous discussions with Jaganda shareholders they have indicated that their intention is not to do so.

Will this affect Simmers' net asset value?

The liquidation process will not affect any of Simmers' present projects because funding for them has already been secured. However, Simmers' growth strategy is heavily reliant on new investment capital and it is a fact that the investment community does not respond well to uncertainty within a listed company. It is therefore imperative that the shareholder dispute be resolved speedily given that Simmers has other new and exciting projects in the pipeline.

What will happen if the DME withdraws approval of Simmers' application for Ezulwini?

Simmers has two options: to accept the decision or to take the decision on review as provided for by the Act.

Prior to Simmers obtaining the rights to Four Shaft, the DME had approved a proposal by Harmony Gold Mining Company, which had been pumping water from Four Shaft to protect operations at neighbouring South Deep, to commence controlled flooding of the shaft. Should the application now be unsuccessful that mine closure plan would come into effect and the mine would be flooded, unless the DME found someone else to take over the pumping costs that Simmers has been paying in anticipation of being granted the rights.

If the shaft is flooded, the asset will be neutralized, 3000 potential jobs will be lost along with the potential foreign direct investment. For a detailed update on the progress of this application, please refer to the SENS announcement on this website issued on March 10. It is very important to note that based on Simmers' own assessment of its market value, little, if any, of Ezulwini's potential is reflected in Simmers' current share price. Details of Simmers' forecasts are contained in documents posted on this website under the heading "Investor Information - Resources and Reserves".

Will the winding up of Jaganda affect Simmers' BEE status?

Simmers' is committed to BEE and to fulfilling the requirements of the MPRDA and the Mining charter. To this end, discussions with other BEE partners who share Simmers' vision for growth and sustainability have been initiated. Simmers has also received unsolicited approaches from a number of BEE companies keen to invest in Simmers' growth strategy. Simmers' BEE status should Jaganda be liquidated will also depend on whether the members of Vulisango decide to retain their shares in Simmers or not. It should also be noted that Vulisango is not the only BEE company that Simmers engages with. Waterpan Mining Consortium and MRS (Mining Reclamation and Supports) are two BEE companies actively involved in Simmers' operations.

So what is Jaganda attempting to do?

Jaganda is the subject of a liquidation application. If successful, Vulisango will become a minority shareholder in Simmers and is therefore attempting to achieve the following before Jaganda is liquidated:

To override the rights of its own minority shareholders;
To take control of the Simmers Board;
To put in place a mechanism to issue more free shares to its controlling shareholder, Vulisango.

What is the executive going to do about Jaganda?

The executive intends to resist the misguided pressure from Vulisango and its advisers and to continue to use its tried and tested skills to run the company for the benefit of all shareholders.

Conclusion

My fellow executive directors and I assure all Simmers stakeholders of our commitment to this company and to transparency in our dealings. We will not be party to any decision that does not meet the highest standards of corporate governance and we will continue to act in the best interests of the company, its employees and its shareholders.

Should you have any questions, please do not hesitate to contact us directly.

Gordon Miller
Chief Executive Officer
Simmer & Jack Mines, Limited

[Abuse team] 17/3/2006 20:24

Post removed by ADVFN

[red ninja] 17/3/2006 20:19

The company responds :-

Simmers Will Not be Moved: No Free Ride for Vulisango

2006-03-17

Gordon Miller, chief executive of Simmer & Jack Mines (Simmers), said today that it is deeply regrettable that a group of shareholders are prepared to damage the company by making baseless allegations in an attempt to gain unfair financial advantage for themselves.

Miller said that Vulisango had today officially confirmed that it intended to apply for the mineral rights not only to Ezulwini (Four Shaft), but to other projects which Simmers' has in the pipeline, in order that they may vend the rights back to Simmers.

"This is a clear conflict of interest. Some of the Vulisango directors are directors of Simmers and are competing with the company for its rights, having tried for a long time to discredit and prejudice Simmers' own application. It is deeply prejudicial to Simmers which has funded the holding costs of these assets to date and to which they owe a fiduciary duty as directors. They have also had access to Simmers' application to the DME. Using the intellectual property of Simmers in order to obtain these rights would amount to a gross conflict of interests."

He added that if Vulisango intended to apply for the mining rights, due process of the MPRDA requires a minimum of 330 days (almost 11 months) for a new application to be processed. Simmers' original application was accepted by the DME in May of last year.

"This places the DME in an invidious position because Simmers has not exhausted its full legal rights with regard to the pursuit of the current applications," said Miller. He added that Simmers had not yet received official notification from the DME as to whether its application for mining rights to Four Shaft had been approved or not.

"In a bid to pressure Simmers executive management to grant it free shares that would give it control of the company, Vulisango, a BEE shareholder in Simmers has made a series of wild and unfounded allegations which has dented investor confidence at a time when Simmer's prospects are extremely good," said Miller.

Vulisango made an urgent application to the JSE two weeks ago to have the Simmers share price suspended when it heard that fellow Jaganda shareholders had applied to the High Court to have Jaganda (which is Simmers' controlling shareholder), liquidated. Simmers has since responded to the JSE and a ruling is expected next week.

Miller added that Vulisango's recent statement that it would seek to have him removed as chief executive is simply another attempt to discredit an executive team that has a successful track record in creating value for shareholders. "Let me say such a move would be misguided at best," he said. "My fellow executive directors and I assure all Simmers stakeholders of our commitment to this company and to transparency in our dealings. We will not be party to any decision that does not meet the highest standards of corporate governance and we will continue to act in the best interests of the company, its employees and its shareholders."

Miller said the root cause of the problem was a struggle for absolute control of Simmers. "Vulisango could have retained its 51% stake if it had bought shares in the share placement but it did not do so, in full knowledge that its stake would be diluted to 44%. Now it wants Simmers to give it free shares in order for it to regain that absolute control.

"The view of the executive management team and other members of the Voting Pool, is that this would be illegal and unethical. When we took this stand, Vulisango embarked on an increasingly hysterical campaign to get its own way. There is no justification to give away shares to Vulisango, it is not in the best economic interests of the company and its shareholders to do so. Nor is it in accordance with the law."

[red ninja] 16/3/2006 19:27

Other side comments on RI :-

Tensions Still Simmering in Simmers' Saga

By Rob Rose and Lindsay Williams
16 Mar 2006 at 08:39 AM EST


JOHANNESBURG (Business Day) -- Shareholders in gold miner Simmer & Jack (Simmers) [JSE:SIIF] have told the company's board they intend lobbying for the axing of CEO Gordon Miller and other directors, replacing them with a group including former Anglo Platinum [JSE:ANANP] CEO Barry Davison.

The split between the empowerment shareholders of Simmers has seen the share price of the gold miner see-saw in the past week, plunging 11.7% yesterday alone after some of the shareholders asked the JSE to suspend the share last week.



Davison and Vulisango CEO Valence Watson would then be made new nonexecutive directors, while Simmers director Graham Wanblad could take the CEO position as an interim step while a new CEO was found.

Miller has accused Vulisango of "downright greediness" and "unreasonable behaviour."

One of Vulisango's chief complaints is that Simmers misrepresented its empowerment status when it applied for mining rights over the number four shaft. It said this showed "poor corporate governance."

When Simmers applied for the mining rights it was 51% black owned but the black ownership dropped to 44% after new shares were issued.

Classic Business Day gets Simon Koch, CEO of Sovereignty Capital,which represents Vulisango, to give his side of the Simmer & Jack saga.

LINDSAY WILLIAMS: Last night I spoke to the CEO of Simmer & Jack [JSE:SIIF] and that was Gordon Miller. After the conversation I must admit my temples were throbbing because it was such a complicated issue that's going on there at the moment. The scene now I suppose – the one thing that is quite certain - is that the scene is set for the bloodiest chapter so far in the battle between Simmer & Jack's management and board and Vulisango, the controlling shareholder group of its empowerment partner, Jaganda. Simon Koch is the CEO of Sovereignty Capital. Simon give us your background – why are you involved in this whole dispute?

SIMON KOCH: Good evening Lindsay. Sovereignty Capital have acted for Vulisango on a number of other deals and around June last year we were asked by Vulisango to see if we could help them in this matter with Simmer & Jack as no other advisors had been prepared to help them because of the, obviously the Kebble influence in Simmer & Jack. As they were clients of ours we decided to step into the breach and help them out.

LINDSAY WILLIAMS: Okay, and just very quickly, Sovereignty Capital – you are the CEO. Who are the board members?

SIMON KOCH: Our chairman is Mike Rosholt, the former chairman of Barlow Rand in those days. Barry Davidson, non-executive chairman of Anglo Platinum and obviously a director of Anglo American [Nasdaq:AAUK; LSE:AAL]. We have Ronnie Watson who is a former ANC intelligence operative. Phillip Howell who used to be head of Barclays in South Africa and Africa. Tarrant Mahmud who was number two in Dresdner in London and then a few others.

LINDSAY WILLIAMS: OK so you've got some heavyweights behind you so they obviously must believe in you. We were speaking to Gordon last night as I said, and he called you greedy. Rather your clients greedy. What do you say and lets start with the JCI [JSE:JCD] pref share issue – what's your understanding of it?

SIMON KOCH: Just before you answer that question about greed. I think one of the reasons we asked for the suspension of the shares from the JSE was that the whole focus of our attention has been corporate governance and obviously having non-executive directors in Simmer & Jack and the protection of the minority shareholders. Because obviously some of these acts could have a dramatic effect on the value of Simmer & Jack – some of the actions taken by management. So that has been our major focus and Vulisango because the people we deal with are incredibly moral.

LINDSAY WILLIAMS: Yes. So what do you want to happen from here?

SIMON KOCH: Well to go to the JSE – the key issue we had with the JCI pref share was that you had a pref share loan that was owing to JCI which was converted into a pref share. However, as Mr. Miller said last night, the loan that Simmer & Jack was actually loss-making. It hadn't made money for 7 years. It had no value and the first thing that came to our attention is, why pay not only full value for a loan that was subordinated, but also offer a profit incentive on top of that. So that was the first sort of conflict we had. We couldn't understand how you could do that. It didn't make financial sense.

LINDSAY WILLIAMS: So when they say you were greedy – that was the first point of greed – you completely refute those comments?

SIMON KOCH: Yes absolutely. And obviously it was part of their affidavit that they applied for the winding up of Jaganda. That in itself has major problems because if, as management wish to wind up Jaganda, our biggest concern and hence the reason why we went to the JSE to ask for the suspension is that renders the empowerment status of Simmer & Jack from a 51% control of 44% - it will give empowerment close to below 16% and that would then mean the applications for the shelf or rights (???) would be invalid and in terms of what we found out by senior counsel would make those invalid and therefore Simmer & Jack wouldn't get the rights. And hence we had to then start – how can I say it – put the dispute in the public domain because this could affect the Simmer & Jack minority shareholders.

LINDSAY WILLIAMS: The suspension of the share though – how would that benefit anybody? It wouldn't particularly benefit any of the shareholders. There are thousands and thousands of new shareholders.

SIMON KOCH: Well put it this way, I think because there is meant to be, according to management, enormous value in Shaft 4, those shareholders who are now having to read all this in the press, might not be making the right decision because on the one hand, if Simmer & Jack does obtain the rights for Shaft 4, there's enormous value for the share. And on the other hand, if they don't because of the liquidation of Jaganda, there can be no value, so there could be very little value. So you have a problem as a non-executive director to say what do you do and how do you protect the interests of shareholders under these circumstances.

LINDSAY WILLIAMS: Simon, you know what's happening here with these such complicated issues, we're running out of time. Would you be willing to come on air and have an open debate with Gordon Miller or a representative of Simmer & Jack on this matter on a slightly more protracted basis?

SIMON KOCH: With pleasure.

LINDSAY WILLIAMS: Okay, well we'll contact you about that in the short-term then.

[mr ashley james] 16/3/2006 19:05

Red Ninja,

Nope I think the words "Best" and "Broker" are mutually exclusive.

Most Brokers ie High Street Banks will let you, it is undoubtedly cheaper to have your own RSA Broker though.

Sorry you are going to need to ask the normal culprits.

All IMHO, NAG, DYOR etc

Cheers

Ash:)

[red ninja] 16/3/2006 19:02

Ash,

I take your point about it being an internal fight.

However, Simmers feel it is hitting approvals, but I guess that is not the
main story of mines going back into more efficient production.

Ash have you a view which is the best broker to buy RSA stocks through ?

Regards

Red

[mr ashley james] 16/3/2006 18:57

Red Ninja,

You have just the same board room scuffles Worldwide including London.

It goes with the making of money.

If something is worth fighting over humans always have.

Meanwhilst ZA:SIM continues ramping up production at 230,000 troy ounces per annum, whilst minority holder Jaganda fights it out internally.

Who cares?

I am beginning to sense a good opportunity to go long this share, ie buy the uncertainty which seems to me irrelevant.

All IMHO, NAG, DYOR etc

Cheers

Ash:)

[red ninja] 16/3/2006 18:48

Unfortunately that is Africa's tragedy. Look at Zimbabwee 2 weeks grain left in a country that fed a large part of Africa with grain and now we support Mugabes regime by giving him food which he uses to maintain his control.