TRANS HEX GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1963/007579/06)
("TRANS HEX")
BENGUELA CONCESSIONS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 88/03608/06)
("BENCO")
GEM DIAMOND MINING CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 86/04840/06)
("GEM")
* FULFILLMENT OF THE FINAL FINANCIAL CONDITION PRECEDENT WITH RESPECT TO THE
PROPOSED MERGER BETWEEN TRANS HEX AND BENCO;
* UNCONDITIONAL APPROVAL BY THE COMPETITION COMMISSION OF THE PROPOSED MERGER
BETWEEN TRANS HEX AND GEM; AND
* APPOINTMENT OF MR. TOKYO SEXWALE AS A DIRECTOR AND DEPUTY CHAIRMAN OF TRANS
HEX.
1. PROPOSED MERGER BETWEEN TRANS HEX AND BENCO
THE DIRECTORS OF TRANS HEX AND BENCO ARE PLEASED TO ANNOUNCE THAT THE MINISTRY
OF FINANCE HAS RATIFIED THE PROPOSED MERGER BETWEEN TRANS HEX AND BENCO.
ACCORDINGLY, THE FINAL FINANCIAL CONDITION PRECEDENT TO THE MERGER HAS BEEN
SATISFIED.
THE DOCUMENTATION IN RESPECT OF THE MERGER HAS BEEN APPROVED BY THE
JOHANNESBURG STOCK EXCHANGE, THE SECURITIES REGULATION PANEL AND WHERE
APPLICABLE THE SOUTH AFRICAN RESERVE BANK. ACCORDINGLY, A NOTICE OF THE HIGH
COURT OF SOUTH AFRICA CONVENING A MEETING OF BENCO SHAREHOLDERS ON OR ABOUT 10
APRIL 2000, TO CONSIDER AND APPROVE THE PROPOSED MERGER, WILL BE CIRCULATED ON
OR ABOUT 17 MARCH 2000.
A FURTHER ANNOUNCEMENT DETAILING THE SALIENT DATES IN RESPECT OF THE PROPOSED
MERGER WILL BE MADE IN DUE COURSE.
2. PROPOSED MERGER BETWEEN TRANS HEX AND GEM
THE DIRECTORS OF TRANS HEX AND GEM ARE PLEASED TO ANNOUNCE THAT THE PROPOSED
MERGER BETWEEN TRANS HEX AND GEM HAS BEEN UNCONDITIONALLY APPROVED BY THE
COMPETITION COMMISSION. THE PLANNING OF THE OPERATIONAL AND STRATEGIC LOGISTICS
OF THE MERGER IS IN PROCESS.
MR. TOKYO SEXWALE HAS BEEN APPOINTED A DIRECTOR AND DEPUTY CHAIRMAN OF TRANS
HEX WITH IMMEDIATE EFFECT. HIS INPUT WILL ADVANCE THE MERGER PLANNING PROCESS
AND GREATLY ASSIST IN THE DEVELOPMENT OF SHORT-TERM OPERATIONAL GOALS AND
LONG-TERM STRATEGIC OBJECTIVES FOR THE MERGED GROUP.
CAPE TOWN
10 MARCH 2000
FINANCIAL ADVISER TO TRANS HEX
DEUTSCHE BANK SECURITIES (SA) (PTY) LIMITED
(REGISTRATION NUMBER 95/11798/07)
SPONSORING BROKER TO TRANS HEX (IN SOUTH AFRICA)
DEUTSCHE BANK SECURITIES (PTY) LTD
(REGISTRATION NUMBER 73/06709/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
SPONSORING BROKER TO TRANS HEX (IN NAMIBIA)
JOLYON IRWIN
MEMBER OF THE NSX
IJG PTY LTD
ATTORNEYS TO TRANS HEX
EDWARD NATHAN & FRIEDLAND (PTY) LTD
(REGISTRATION NUMBER 1999/026464/07)
FINANCIAL ADVISER TO BENCO
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
JOINT SPONSORING BROKERS TO BENCO
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 95/11815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
INCENTIVE
LOWENTHAL (PTY) LTD
(REGISTRATION NUMBER 98/21556/07)
ATTORNEYS TO BENCO
CLIFFE DEKKER FULLER MOORE INC
(REGISTRATION NUMBER 98/18173/21)
FINANCIAL ADVISER TO GEM
BOE MERCHANT BANK
A DIVISION OF BOE BANK LIMITED
CO. REG. NO. 1951/000847/06
JOINT SPONSORING BROKERS TO GEM
BOE SECURITIES (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
CO. REG. NO. 1996/015589/07
BARNARD JACOBS MELLET * SECURITIES (PTY) LTD.
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
(REGISTRATION NUMBER 87/00175/07)
ATTORNEYS TO THE TRANS HEX AND GEM MERGER AND TO THE SCHEME
BRINK COHEN LE ROUX & ROODT INC ATTORNEYS
(REGISTRATION NUMBER 93/04501/21)
TRANS HEX GROUP LIMITED - RECEIVES GREEN LIGHT
TRANS HEX GROUP LIMITED
NEWS RELEASE
TRANS HEX RECEIVES GREEN LIGHT
THE OFFICIAL GO-AHEAD HAS BEEN GIVEN FOR THE INTEGRATION OF TWO SIGNIFICANT
COMPANIES INTO THE TRANS HEX FOLD.
APPROVAL FROM THE COMPETITIONS COMMISSION FOR THE GEM DIAMOND MERGER AND THE
MINISTRY OF FINANCE=92S SANCTION OF THE BENGUELA CONCESSIONS (BENCO) DEAL HAS
CLEARED THE REGULATORY DECKS FOR CONCLUDING THE TWO AGREEMENTS. FINAL APPROVAL
OF BOTH TRANSACTIONS NOW AWAITS STAKEHOLDER RATIFICATION.
IN FURTHER DEVELOPMENTS, TRANS HEX CHAIRMAN BERNARD VAN ROOYEN ANNOUNCED THE
FORMAL APPOINTMENT OF TOKYO SEXWALE AS DEPUTY CHAIRMAN OF THE GROUP AND TO THE
COMPANY EXECUTIVE COMMITTEE WITH IMMEDIATE EFFECT.
VAN ROOYEN EXPLAINS: "THE APPROVAL OF THE TRANS HEX/GEM MERGER NOW CLEARS THE
WAY FOR THE APPOINTMENT OF TOKYO SEXWALE."
"HE IS A MAN OF GREAT TALENT AND VISION. HIS INPUT AND HANDS-ON APPROACH TO
BUSINESS WILL STRENGTHEN THE MANAGEMENT TEAM AND THE SOONER WE CAN GET HIM AND
HIS COLLEAGUES WORKING WITH US THE BETTER!" ADDS VAN ROOYEN.
IN ANTICIPATION OF THE CONCLUSION OF THE BENCO MERGER ANDR=E8 LOUW WAS
APPOINTED AS EXECUTIVE DIRECTOR RESPONSIBLE FOR MARINE OPERATIONS. BENCO
CONCESSIONS, COUPLED WITH A NUMBER OF INNOVATIVE MARINE-BASED MINING
DEVELOPMENTS ALREADY UNDERWAY, HAVE SHARPENED THE GROUP FOCUS ON MARINE
ACTIVITIES - SPECIFICALLY IN SHALLOW WATER OPERATIONS.
TRANS HEX GROUP MARKETS RECOVERED DIAMONDS OUTSIDE OF THE CENTRAL SELLING
ORGANISATION THROUGH A TENDER BASED SYSTEM FOR ITS OWN ACCOUNT AND ON BEHALF OF
SEVERAL OTHER SMALLER PRODUCERS.
"THE EXPANSION OF OUR RESOURCE BASE THROUGH THESE MERGERS, COUPLED WITH A
NUMBER OF KEY APPOINTMENTS IS A PORTENT OF EXCITING TIMES AT TRANS HEX. WE LOOK
FORWARD TO WELCOMING GEM AND BENCO SHAREHOLDERS ON BOARD AND TO THEIR
PARTICIPATION IN FUTURE ACTIVITIES," CONCLUDES VAN ROOYEN.
ENDS.
FOR FURTHER INFORMATION : BERNARD VAN ROOYEN
TRANS HEX GROUP LIMITED
TEL : (011) 476-5031 / 082 659-1421
ISSUED BY : CULLUM JOHNSTON
BHA COMMUNICATIONS
TEL : (021) 683-2685 / 083 212-2455
CULLUM@BHACOMMS.CO.ZA
DATE : 10TH MARCH 2000