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PROPOSED MERGER OF TRANS HEX & ODM & FURTHER CAUTIONARY ANNOUNCEMENT

Release Date: 12/03/1999 07:03
Code(s): TSX ODM
Wrap Text
TRANS HEX GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 63/07579/06)
("TRANS HEX")
OCEAN DIAMOND MINING HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 79/03303/06)
("ODM")

PROPOSED MERGER OF TRANS HEX AND ODM AND FURTHER CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION
FURTHER TO THE JOINT CAUTIONARY ANNOUNCEMENT DATED 5 MARCH 1999, DEUTSCHE MORGAN GRENFELL (SA) (PROPRIETARY) LIMITED AND HSBC SIMPSON MCKIE (PROPRIETARY) LIMITED ARE AUTHORISED TO ANNOUNCE THAT, SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT, AGREEMENT IN PRINCIPLE HAS BEEN REACHED IN TERMS OF WHICH THE INTERESTS OF TRANS HEX AND ODM ARE TO BE MERGED ("THE MERGER"). 2. RATIONALE FOR THE MERGER
THE PROPOSED MERGER COMBINES THE CORE COMPENTENCIES OF TRANS HEX AND ODM TO CREATE A SIGNIFICANT INTERNATIONALLY RECOGNISED PRODUCER OF HIGH VALUE DIAMONDS, FROM BOTH LAND AND MARINE RESOURCES, WITH EXCITING EXPLORATION POTENTIAL. THIS WILL PROVIDE THE MERGED ENTITY WITH THE CRITICAL MASS REQUIRED TO PURSUE FURTHER OPPORTUNITIES BOTH LOCALLY AND INTERNATIONALLY. THE MERGED ENTITY WILL DISPLAY, INTER ALIA, THE FOLLOWING CHARACTERISTICS:
- DIVERSIFICATION OF PRODUCTION SOURCES THEREBY REDUCING RISK;
- ACCELERATION OF EXPLORATION ACTIVITIES TO INCREASE RESERVES;
- UTILISATION OF GROUP CASH FLOWS TO SPEED UP THE DEVELOPMENT OF NEW DIAMOND MINING TECHNOLOGIES; AND
- INCREASED FREE FLOAT AND ENHANCED LIQUIDITY OF THE ISSUED SHARE CAPITAL. 3. TERMS OF THE MERGER
THE MERGER WILL BE IMPLEMENTED BY MEANS OF A SHARE SWAP. THE MERGED ENTITY WILL COMPRISE 66,7% TRANS HEX AND 33,3% ODM RESPECTIVELY, RESULTING IN AN EFFECTIVE EXCHANGE RATIO OF 17,19 TRANS HEX SHARES FOR EVERY 100 ODM SHARES. THE MECHANICS FOR THE IMPLEMENTATION OF THE MERGER ARE IN THE PROCESS OF BEING FINALISED AND FURTHER DETAILS, INCLUDING A NEW NAME FOR THE MERGED ENTITY, WILL BE ANNOUNCED IN DUE COURSE. 4. CONDITIONS PRECEDENT TO THE MERGER
THE MERGER IS SUBJECT TO THE FULFILMENT OF, INTER ALIA, THE FOLLOWING CONDITIONS PRECEDENT:
- SATISFACTORY COMPLETION OF DUE DILIGENCE INVESTIGATIONS BY THE RELEVANT PARTIES;
- THE APPROVAL OF THE APPROPRIATE REGULATORY AUTHORITIES; AND
- APPROVALS OF THE SHAREHOLDERS OF TRANS HEX AND ODM, TO THE EXTENT REQUIRED. 5. FURTHER CAUTIONARY ANNOUNCEMENT
SHAREHOLDERS OF TRANS HEX AND ODM ARE ADVISED TO CONTINUE TO EXERCISE CAUTION IN THE TRADING OF THEIR RESPECTIVE COMPANIES' SHARES UNTIL SUCH TIME AS A FURTHER ANNOUNCEMENT IS MADE. CAPE TOWN 12 MARCH 1999 FINANCIAL ADVISER TO TRANS HEX
DEUTSCHE MORGAN GRENFELL (SA) (PROPRIETARY) LIMITED (REGISTRATION NUMBER 95/11798/07) JOINT SPONSORING BROKERS TO TRANS HEX DEUTSCHE MORGAN GRENFELL (PROPRIETARY) LIMITED (REGISTRATION NUMBER 73/06709/07) MEMBER OF THE JOHANNESBURG STOCK EXCHANGE ABN AMRO SECURITIES (SOUTH AFRICA) (PTY) LTD REGISTRATION NUMBER 95/01231/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE FINANCIAL ADVISER TO ODM HSBC SIMPSON MCKIE (PTY) LIMITED MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REG. NO. 84/01736/07 SPONSORING BROKER TO ODM HSBC SIMPSON MCKIE (PTY) LIMITED MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REG. NO. 84/01736/07 JOINT PRESS RELEASE
TRANS HEX GROUP LIMITED/OCEAN DIAMOND MINING HOLDINGS LIMITED PROPOSED MERGER OF TRANS HEX AND ODM
FOLLOWING PURPOSEFUL NEGOTIATIONS, THE BOARDS OF TRANS HEX GROUP LIMITED (TRANS HEX) AND OCEAN DIAMOND MINING HOLDINGS LIMITED (ODM) HAVE ANNOUNCED THAT AN AGREEMENT HAD BEEN REACHED IN PRINCIPLE FOR THE PROPOSED MERGER OF THE TWO COMPANIES, SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT.
THIS PROPOSED MERGER WILL BE IMPLEMENTED BY MEANS OF A SHARE SWAP WHICH WILL RESULT IN TRANS HEX AND ODM SHAREHOLDERS HOLDING 66,7% AND 33,3% RESPECTIVELY OF THE NEW MERGED ENTITY. THIS TRANSLATES INTO AN EFFECTIVE EXCHANGE RATIO OF 17,19 TRANS HEX SHARES FOR EVERY 100 ODM SHARES. THE MERGED ENTITY WILL ALSO BE GIVEN A NEW NAME TO REFLECT ITS NEW IDENTITY.
"THE IDEA OF A MERGER WAS CONCEIVED THROUGH A SHARED VISION THAT THE
AMALGAMATION OF THE TWO COMPANIES' CORE COMPETENCIES WOULD ESTABLISH AN INTERNATIONALLY RECOGNISED PRODUCER OF HIGH VALUE DIAMONDS" SAID NIEL
HOOGENHOUT, GROUP MANAGING DIRECTOR OF TRANS HEX. "AS THERE HAS BEEN A CLOSE RELATIONSHIP BETWEEN THE TWO GROUPS FOR MANY YEARS AND THERE IS AN EXCELLENT FIT BETWEEN THE RESPECTIVE MANAGEMENTS AND OPERATIONS, THE MERGER IS A NATURAL DEVELOPMENT", HE ADDED.
THE NEW MERGED GROUP WILL BE LISTED ON BOTH THE JOHANNESBURG AND NAMIBIAN STOCK EXCHANGES. IT WILL BE MANAGED THROUGH TWO MINING DIVISIONS, NAMELY LAND AND MARINE OPERATIONS, WHICH WILL BE HEADED BY PETER DANCHIN AND ANDRE LOUW RESPECTIVELY. AN ENLARGED DIVISION FOR BOTH LOCAL AND INTERNATIONAL
EXPLORATION PROJECTS IS ALSO PLANNED IN ORDER TO CAPITALIZE ON THE COMBINED EXPLORATION POTENTIAL AND TO INCREASE MINING RESERVES.
ANDRE LOUW, MANAGING DIRECTOR OF ODM SAID THAT THE MERGER WILL BRING TOGETHER MORE MARINE DIAMOND CONCESSION AREAS AND OPERATIONAL CAPACITY TO UNLOCK THE POTENTIAL OF THE CONCESSIONS CURRENTLY HELD BY BOTH COMPANIES. HE FURTHER COMMENTED THAT THE MERGER ALLOWS ACCESS TO LARGER CASH RESOURCES TO SPEED UP THE DEVELOPMENT OF NEW, MORE EFFICIENT MARINE MINING TECHNOLOGY. "THIS WILL ALSO RESULT IN THE DIVERSIFICATION OF THE OPERATIONAL RISK OF BOTH COMPANIES" CONTINUED MR LOUW.
PETER DANCHIN, TRANS HEX'S OPERATIONS MANAGING DIRECTOR SAID THAT THE PROPOSED DEAL FULLY SATISFIED TRANS HEX'S PLANS TO ESTABLISH A LARGER MARINE DIAMOND DIVISION AND THAT THE GROUP WOULD BENEFIT FROM ODM'S EXPERTISE IN THIS FIELD. MR HOOGENHOUT CONCLUDED THAT THE MERGED GROUP WOULD HAVE A GREATER CRITICAL MASS AND A LARGER SHAREHOLDER BASE TO BETTER POSITION THE GROUP TO PURSUE FURTHER OPPORTUNITIES BOTH LOCALLY AND ABROAD. THE INCREASED FREE FLOAT SHOULD ALSO ENHANCE THE LIQUIDITY OF THE NEWLY LISTED SHARES.
FURTHER DETAILS OF THE PROPOSED MERGER WILL BE ANNOUNCED AS SOON AS THE MECHANICS FOR THE IMPLEMENTATION HAVE BEEN FINALISED. ISSUED BY:
OCEAN DIAMOND MINING HOLDINGS LIMITED TRANS HEX GROUP LIMITED
P O BOX 15012 P O BOX 723 8018 VLAEBERG, 7499 PAROW CAPE TOWN CAPE TOWN
SOUTH AFRICA SOUTH AFRICA CONTACT:
ANDRE LOUW, MANAGING DIRECTOR NIEL HOOGENHOUT,
GROUP MANAGING DIRECTOR
PETER DANCHIN,
MANAGING DIRECTOR : OPERATIONS OCEAN DIAMOND MINING HOLDINGS LTD TRANS HEX GROUP LTD
TELEPHONE +27 21 439-9635 TELEPHONE +27 21 92-1105
FACSIMILE +27 21 439-9939 FACSIMILE +27 21 930-8499 11 MARCH 1999

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