Simmers plays fair

Brendan Ryan | Thu, 17 Dec 2009 16:14
[miningmx.com] -- THE newly-appointed interim board of Simmer and Jack Mines (Simmers) has stopped further legal action against Vulisango by CEO Gordon Milleralong with fellow director John Berry and associate Graham Wanblad.

The three intended appealing against a ruling in the Port Elizabeth High Court on December 8 to take Vulisango subsidiary Xelexwa Investment Holdings (Xelexwa) out of liquidation.

Xelexwa holds a 22% stake in Simmers. Vulisango is engaged in a bitter corporate battle with the existing Simmers board.

Getting Xelexwa out of liquidation meant Vulisango would be able to requisition an extraordinary general meeting intended to remove Miller, Berry and chairman Nigel Brunette from the board.

The Court refused to allow an intervention by Miller, Berry and Wanblad aimed at keeping Xelexwe in liquidation.

The five new independent directors - Colin Brayshaw, Ralph Havenstein, Vusi Khanyile, Gugu Msibi and Nick Segal – said they had stopped the legal action at their first board meeting on December 10 “in the interests of shareholder democracy”.

Vulisango CEO Valence Watson has rejected the new board and proposed a separate slate of new directors which consists of Bernard Swanepoel , Stuart Murray , David Brown and Peter Surgey.

In a letter to shareholders released on SENS on Thursday the five independent directors said a general meeting would be held on February 1 at which shareholders could vote for the new board.

They added the action to stop the pending appeal was taken, “to ensure the legitimacy of proceedings at the general meeting.”

“A withdrawal of this appeal means that not only is the requisition from Xelexwa to call an extraordinary general meeting legitimate but it also clears the way for Vulisango, Xelexwa’s holding company, to vote its shares in Simmers.”

The five directors added, “we will ensure that the Simmers interim board continues to operate in this co-operative and constructive spirit ahead of the general meeting on February 1, 2010 and beyond, if called upon to do so.

“We believe it essential that ultimately Simmers shareholders have an opportunity to elect and approve a long-term, fully independent board.

“We accepted our respective appointments to the Simmers interim board on condition that a significant proportion of Simmers shareholders were consulted on and were supportive of our appointment to ensure that we enjoy legitimacy.

“Based on feedback received from that informal consultation process we believe that we are currently supported by a critical mass of Simmers shareholders.

“That said, we have undertaken to serve on the Simmers board only for as long as we believe we enjoy this legitimacy and shareholder support and also provided that we believe the overall board to be truly independent.”

The writer owns shares in Simmers.