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JOHANNESBURG (miningweekly.com) - Gold-and-uranium mid-cap Simmer & Jack Mines on Friday resolved its shareholder dispute after the fighting factions reached a behind-the-scenes compromise ahead of what was poised to be a public showdown on February 1.

In a joint statement, Simmers, its disgruntled empowerment partner Xelexwa - which holds Simmers shares for Vulisango - and shareholder Rand Merchant Bank said that agreement had been reached to accommodate six of the eight Vulisango nominees on the Simmers board as nonexecutive independent directors.

The four sacrificial lambs, two from both factions, are Vulisango nominees William Osae and De Wet Schutte, and Simmers interim board directors Colin Brayshaw and Adrian Meyer. All four have agreed to stand down at a date to be announced.

Thebe chairperson and newly appointed interim Simmers board chairperson Vusi Khanyile would remain on as independent nonexecutive chair, the company said. Also retaining their positions as independent nonexecutive directors would be former Anglo Platinum CEO Ralph Havenstein, Passenger Rail CFO Sindi Mabaso-Koyana and Gordon Institute of Business Science professor Nick Segal.

All factions, the company added, favoured Deon van der Mescht staying on as CEO, and Gerhard Jacobs remaining on as CFO.

The six on the Vulisango ticket to win positions are Bernard Swanepoel, RMB's representative who was originally tipped a chairperson and who some say should be voted in as deputy chairperson; Implats CEO David Brown; Aquarius Platinum CEO Stuart Murray; and Nampak and Freeworld Coatings' Peter Surgey - all as independent nonexecutive directors - with Kevin Wakeford and Baba Njenje as nonexecutive directors representing Vulisango, Simmers largest single shareholder and empowerment partner.

The agreed interim Simmers board was described as "a healthy balance" of independent nonexecutive directors, nonexecutive directors and executive directors, in compliance with good corporate governance principles and King III.

Simmers said that it intended to implement the agreement before February 1, but that minority shareholders would still be given the opportunity to vote on the re-election of all new board members at the upcoming extraordinary general meeting.

Khanyile commented Mining Weekly Online at the weekend: "First and foremost will be the communication of a united message and the creation of a coherence within the board.

"Secondly, the board must support the management of the company to raise the morale of the employees because this apparent fued has been fairly dibilitating within the staff. It is important to get the family to speak with one voice and to focus on the immense business challenges that the company is facing," Khanyile said.

Vulisango CEO Valence Watson told Mining Weekly Online immediately after the official announcement that the new board was one that could take the company forward and had the potential to do "exceedingly well" for the shareholders.

Separation of Companies

A future point of contention appeared be the divergent views on whether or not Simmers and First Uranium should be separated out, with the JSE-listed Simmers owning 37% of the TSX- and JSE-listed First Uranium, but Khanyile moved swiftly to dispel that notion.

While the interim board had already set processes in motion to separate Simmers from associate company First Uranium operationally, it would be up to the board to decide what to do with the two companies in the long term, Khanyile said.

"There's the impression of conflict where none really exists," Khanyile told Mining Weekly Online.

In the past, First Uranium and Simmer & Jack were managed together and there was access to information from all and sundry from both sides.

"With the separation of the management teams, it was not healthy for personnel from First Uranium to still have access to information about Simmer & Jack. That operational separation has happened, and it is now up the board to decide the long-term future of the two companies," Khanyile explained.

To watch a video on Simmers chair Khanyile discuss the separation of Simmers and First Uranium, go to www.miningweekly.com and click on 'Multimedia' and then on 'Video Clips'

Edited by: Creamer Media Reporter

http://www.miningweekly.com/page/multimedia#content-tabs-mm

http://www.miningmx.com/news/gold_and_silver/simmers-settles-board-battle.htm

Brendan Ryan | Fri, 22 Jan 2010 11:43
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