Trans Hex - Odd-lot offer

Trans Hex Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
("Trans Hex")
Odd-lot offer
1. Introduction

Trans  Hex wishes to reduce the substantial and ongoing administration costs
associated with having a large number of small shareholders. Currently 43.9%
of  the  total  number of shareholders in Trans Hex hold in aggregate  fewer
than  100  shares.  These  shareholders hold approximately  91  735  shares.
Accordingly,  the board has proposed the implementation of an odd-lot  offer
to facilitate a reduction in the number of small shareholders.
2. Offer price

Subject  to  the  fulfilment  of the condition  precedent,  as  set  out  in
paragraph  5,  the odd-lot offer will be implemented at an  offer  price  of
R17.02,  which is the weighted average traded price of Trans Hex  shares  on
the  JSE Securities Exchange South Africa ("JSE"), over the 30 trading  days
ended Tuesday 7 May 2002 ("offer price").
3. Mechanism of the odd-lot offer

3.1.  All  shareholders who hold in aggregate fewer than 100 shares  at  the
close  of  business  on  Friday  31 May 2002 ("odd-lot  holders"),  will  be
afforded  the opportunity to participate in the odd-lot offer.  The  odd-lot
offer  will be implemented on the basis that the odd-lot holders may, up  to
16:30 on Wednesday 29 May 2002, elect to:

3.1.1.  purchase or subscribe for sufficient additional shares at the  offer
price  to  increase their odd-lot holdings to holdings of 100  shares  ("the
purchase alternative"); or

3.1.2.   sell  their  odd-lot  holdings  at  the  offer  price  ("the   cash
alternative"); or
3.1.3. retain their odd-lot holdings.

3.2. The shares of those odd-lot holders who do not make an election or  who
do  not instruct their CSDP or broker as to which election they wish to make
or  who elect the cash alternative or who instruct their CSDP or broker that
they  wish to elect the cash alternative will be sold in the first  instance
to  those odd-lot holders who elect the purchase alternative and any surplus
shares  will  be purchased by Barnard Jacobs Mellet Private Client  Services
(Proprietary) Limited ("Barnard Jacobs Mellet").

3.3.  To the extent that the number of shares being sold is insufficient  to
meet  the  aggregate  requirement of those odd-lot  holders  who  elect  the
purchase alternative, Trans Hex will issue new shares to the odd-lot holders
in question at the offer price.

3.4. Barnard Jacobs Mellet has agreed with Trans Hex, for the purpose of the
odd-lot  offer,  to  purchase, at the offer price, any surplus  shares.  The
surplus  shares  will  then be sold on the JSE and any  profit  or  loss  or
transaction costs resulting from such sales will be for the account of Trans
Hex.
4. Financial effects

The  odd-lot offer and any issue of new shares pursuant to the odd-lot offer
is  not  expected to have any material effect on the projected earnings  per
share,  the  net asset value per share or the tangible net asset  value  per
share.
5. Condition precedent

The  implementation of the odd-lot offer is subject to the fulfilment of the
condition  precedent that the special resolution number 1 and  the  ordinary
resolution to be proposed at the general meeting of shareholders to be  held
at  11:00 on Friday 10 May 2002 are duly passed, and that special resolution
number 1 is registered by the Registrar of Companies.
6. Salient dates

The salient dates in respect of the odd-lot offer are as follows:

                                                       2002
Forms of proxy for the general
meeting of shareholders to

be received by 11:00 on                      Wednesday 8 May
General meeting of shareholders

held at 11:00 on                             Friday 10 May

Finalisation announcement published on       Tuesday 14 May
Last day to trade in order to

participate in the odd-lot offer on          Friday 24 May
Election date for dematerialised
shareholders to advise
their CSDP or broker of their

election                                     Wednesday 29 May
Form of election and surrender
for the odd-lot offer to be

received by 16:30 on                         Wednesday 29 May
Record date to determine those
shareholders entitled to
participate in the odd-lot offer
and closing date for the offer

at the close of business on                  Friday 31 May
Implementation of the odd-lot
offer takes effect after

close of business on                         Friday 31 May
In respect of certificated
shareholders, new share
certificates posted against surrender of

existing documents of title, from            Monday 3 June
Dematerialised shareholders
will have their safe custody
accounts held at their CSDP or
broker updated with their
new holding and debited/credited
with the cash amount, as

the case may be on                           Monday 3 June
Cheques in respect of the sale
by odd-lot holders of odd-lot

holdings posted on or about                  Monday 3 June
7. Documentation

A  document  setting out the details of the odd-lot offer and  containing  a
notice of the general meeting of shareholders was posted to shareholders  on
16 April 2002.
Parow
7 May 2002
Sponsor to Trans Hex
in South Africa
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate Finance
Sponsoring broker to
Trans Hex in Namibia
IJG (Pty) Ltd
Legal adviser
Deneys Reitz Inc.
1984/003385/21
Adviser
Barnard Jacobs Mellet
Corporate Finance