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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")
* DETAILS OF THE PROPOSED MERGER OF TRANS HEX AND ODM
* PROPOSED CHANGE OF NAME OF TRANS HEX
* RESTRUCTURING OF THE SHARE CAPITAL OF TRANS HEX
* PROPOSED LISTING OF TRANS HEX ON THE NAMIBIAN STOCK EXCHANGE
1. INTRODUCTION
1.1 IT WAS ANNOUNCED ON 12 MARCH 1999 THAT, SUBJECT TO THE FULFILMENT OF
CERTAIN CONDITIONS PRECEDENT, AGREEMENT IN PRINCIPLE HAD BEEN REACHED IN TERMS
OF WHICH THE INTERESTS OF TRANS HEX AND ODM ARE TO BE MERGED ("THE MERGER"),
WITH THE MERGED ENTITY COMPRISING 66,7% TRANS HEX AND 33,3% ODM, RESPECTIVELY
("THE GROUP").
1.2 DEUTSCHE MORGAN GRENFELL (SA) (PTY) LIMITED ("DMG") AND HSBC SIMPSON MCKIE
(PTY) LIMITED ("HSBC") ARE AUTHORISED TO ANNOUNCE THAT THE MERGER IS TO BE
ACHIEVED BY COMBINING THE INTERESTS OF TRANS HEX AND ODM UNDER TRANS HEX, WHICH
WILL BECOME THE NEW GROUP HOLDING COMPANY. ACCORDINGLY, TRANS HEX WILL PROPOSE
A SCHEME OF ARRANGEMENT ("THE SCHEME") IN TERMS OF SECTION 311 OF THE COMPANIES
ACT (ACT 61 OF 1973), AS AMENDED, BETWEEN ODM AND ITS SHAREHOLDERS OTHER THAN
TRANS HEX.
1.3 PURSUANT TO THE MERGER, IT IS PROPOSED THAT TRANS HEX WILL CHANGE ITS NAME
("THE CHANGE OF NAME") AND RECONSTITUTE ITS BOARD OF DIRECTORS, TO REFLECT THE
NEW IDENTITY OF THE MERGED GROUP, AND APPLY FOR A LISTING OF IT'S SHARES ON THE
NAMIBIAN STOCK EXCHANGE ("THE NSX").
1.4 IN ADDITION TO, BUT NOT CONDITIONAL ON, THE MERGER, IT IS PROPOSED THAT
TRANS HEX:
1.4.1 SUB-DIVIDES EACH ISSUED ORDINARY SHARE ("THE SUB-DIVISION"); AND
1.4.2 INCREASES ITS AUTHORISED SHARE CAPITAL.
2. RATIONALE FOR THE MERGER AND PROSPECTS FOR THE GROUP
2.1 RATIONALE FOR THE MERGER
THE MERGER COMBINES THE CORE COMPETENCIES 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. THE GROUP
WILL THEREFORE SECURE THE FOLLOWING COMPETITIVE ADVANTAGES:
- DIVERSIFICATION OF PRODUCTION SOURCES THEREBY REDUCING OPERATIONAL RISK;
- ACCELERATION OF EXPLORATION TO INCREASE RESERVES;
- OPTIMISED UTILISATION OF GROUP CASH FLOWS TO ACCELERATE THE DEVELOPMENT OF
NEW DIAMOND MINING TECHNOLOGIES;
- INCREASED FREE FLOAT AND ENHANCED LIQUIDITY AND TRADABILITY OF THE ISSUED
SHARE CAPITAL;
- OPPORTUNITY TO REDUCE OVERHEADS AND RESTRUCTURE ASSETS AND OPERATIONS WITH
THE OBJECTIVE OF REDUCING COSTS;
- POOLING OF TRANS HEX AND ODM MANAGEMENT RESOURCES AND EXPERTISE RESULTING IN
THE CREATION OF A MANAGEMENT TEAM WHICH HAS A DIVERSE SKILLS BASE ACROSS THE
RANGE FROM BOTH LAND AND MARINE DIAMOND MINING, AND WHICH HAS THE ABILITY TO
ENSURE THAT THE GROUP'S ASSETS ARE DEVELOPED AND MANAGED TO THE MAXIMUM BENEFIT
OF ALL ITS SHAREHOLDERS;
- GREATER CRITICAL MASS WHICH WILL BETTER FACILITATE INTERNATIONALISATION,
ACCESS TO CAPITAL MARKETS AND ACCESS TO OTHER RESOURCES NECESSARY FOR EFFECTIVE
GROWTH;
- GREATER FINANCIAL STRENGTH WILL INCREASE ITS ABILITY TO COMPETE FOR NEW ORE
RESERVES, HUMAN RESOURCES AND CAPITAL;
- TRANS HEX HAS HISTORICALLY MARKETED ODM'S DIAMONDS. THE COMPLETE INTEGRATION
OF ODM'S PRODUCTION AND MARKETING FUNCTION WITH THAT OF TRANS HEX WILL GIVE THE
GROUP GREATER MARKET PRESENCE AND BETTER POSITION IT TO SUPPLY THE ENTIRE RANGE
OF ROUGH DIAMOND QUALITIES AND SIZES, WITH EMPHASIS ON THE HIGHER QUALITY
RANGES.
2.2 PROSPECTS FOR THE GROUP
THE DIRECTORS OF TRANS HEX AND ODM BELIEVE THAT THE PORTFOLIO OF ASSETS THAT
THEIR RESPECTIVE COMPANIES BRING TO THE MERGER PRESENTS A PLATFORM FROM WHICH
TO DEVELOP A STRONGER, GROWTH ORIENTED, INTERNATIONAL DIAMOND MINING,
DEVELOPMENT AND EXPLORATION COMPANY.
IN ORDER TO REALISE THESE OBJECTIVES, THE DIRECTORS RECOGNISE THAT IN THE SHORT
TERM, THEY MUST INCREASE THE PROFITABILITY, AND HENCE THE FREE CASH FLOWS, OF
EXISTING OPERATIONS. IN THE MEDIUM TO LONGER TERM, THE DIRECTORS BELIEVE THAT
THE GROUP MUST SEEK TO IDENTIFY AND BRING INTO PRODUCTION, THROUGH ACQUISITION
AND EXPLORATION, HIGH QUALITY, LOW COST AND LONG LIFE DIAMOND MINING ASSETS.
SHORT-TERM PROFITABILITY WILL CONTINUE TO BE ENHANCED BY THE ADOPTION OF MORE
EFFECTIVE TECHNIQUES AND WORK PRACTICES, AND THE REDUCTION OF OVERHEADS.
INITIATIVES ARE ALREADY UNDERWAY TO INTRODUCE NEW TECHNOLOGY INTO THE MARINE
MINING DIVISIONS, AS A RESULT OF WHICH MARINE MINING OPERATIONS WILL BECOME
MORE EFFICIENT IN TERMS OF DIAMONDIFEROUS GRAVEL RECOVERY FROM THE SEA BED.
MORE EFFICIENT MARINE MINING WILL ALSO HAVE A SIGNIFICANT OPERATIONAL COST
SAVING AND WILL ULTIMATELY ALLOW MINING OF SOME LOWER GRADE ORES, THEREBY
EXPANDING THE LIFE OF ORE RESERVES.
THE GROUP STRIVES TO EXTEND ITS PROVEN DIAMOND ORE RESERVES IN SOUTHERN AFRICA
TO MORE THAN 20 YEARS, WITH A TOTAL GROUP PRODUCTION OF MORE THAN 1 MILLION
CARATS AND/OR SALES OF US$250 MILLION PER YEAR. THIS WILL BE ACHIEVED THROUGH
CONTINUATION OF THE GROUP'S AGGRESSIVE EXPLORATION POLICY, AS WELL AS POSSIBLE
MERGER AND ACQUISITION OPPORTUNITIES.
AFTER THE MERGER, THE BOARDS OF DIRECTORS OF TRANS HEX AND ODM ARE OF THE VIEW
THAT THE GROUP WILL BE IN A BETTER POSITION TO TAKE ADVANTAGE OF INTERNATIONAL
DIAMOND MINING OPPORTUNITIES. THIS ABILITY MAY BE FURTHER ENHANCED BY A
POSSIBLE LISTING ON AN INTERNATIONAL STOCK EXCHANGE, THE POSSIBILITY OF WHICH
WILL BE INVESTIGATED IN DUE COURSE. SUCH A LISTING WOULD PROVIDE THE GROUP
WITH ACCESS TO INTERNATIONAL EQUITY MARKETS FOR THE RAISING OF FINANCE FOR
EXPANSION OF ITS ACTIVITIES IN SOUTH AFRICA, NAMIBIA AND FURTHER AFIELD AND MAY
ASSIST IN ENHANCING SHAREHOLDER VALUE, A PRIMARY OBJECTIVE OF THE GROUP.
3. TERMS OF THE SCHEME
3.1 SUBJECT TO THE SCHEME BEING IMPLEMENTED, ODM WILL BECOME A WHOLLY OWNED
SUBSIDIARY OF TRANS HEX WITH EFFECT FROM 1 APRIL 1999. ACCORDINGLY, THE
LISTINGS OF ODM'S SHARES ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") AND THE
NSX WILL BE TERMINATED.
3.2 THE SCHEME INVOLVES THE ACQUISITION BY TRANS HEX OF ALL THE ODM SHARES HELD
BY EACH ODM SHAREHOLDER, OTHER THAN TRANS HEX ("SCHEME PARTICIPANTS"), IN
RETURN FOR WHICH EACH SCHEME PARTICIPANT WILL RECEIVE THE SCHEME CONSIDERATION,
NAMELY 17,19 TRANS HEX SHARES (OR 68,76 TRANS HEX SHARES AFTER THE SUB-DIVISION
DETAILED IN PARAGRAPH 6.1 BELOW) ("CONSIDERATION SHARES"), FOR EVERY 100 ODM
SHARES HELD ON THE RECORD DATE, BEING FRIDAY, 25 JUNE 1999.
3.3 FRACTIONAL ENTITLEMENTS TO CONSIDERATION SHARES DUE TO A SCHEME PARTICIPANT
WILL NOT BE ALLOCATED BUT WILL BE AGGREGATED AND SOLD IN THE MARKET FOR THE
BENEFIT OF THE SCHEME PARTICIPANT CONCERNED.
4. PROPOSED CHANGE OF NAME
THE DIRECTORS OF TRANS HEX HAVE RESOLVED THAT, SUBJECT TO THE APPROVAL OF TRANS
HEX SHAREHOLDERS AND THE MERGER BECOMING UNCONDITIONAL, THE NAME OF TRANS HEX
WILL BE CHANGED TO "TRANS OCEAN DIAMOND MINING LIMITED" ("TRANS OCEAN"), TO
CREATE A NEW IDENTITY FOR THE GROUP. THE GROUP WILL TRADE ON THE JSE UNDER THE
ABBREVIATED NAME "TODIAM" IN THE MINING RESOURCES - "DIAMONDS" SECTOR OF THE
JSE LISTS. THE CHANGE OF NAME IS EXPECTED TO BECOME EFFECTIVE ON MONDAY, 28TH
JUNE 1999, BEING THE OPERATIVE DATE OF THE SCHEME.
5. RECONSTITUTION OF THE BOARD OF DIRECTORS OF TRANS HEX
PURSUANT TO THE MERGER, IT IS PROPOSED THAT THE BOARD OF TRANS HEX WILL BE
RECONSTITUTED AS FOLLOWS:
- MR BR VAN ROOYEN, CURRENTLY A NON-EXECUTIVE DIRECTOR OF TRANS HEX, WILL BE
APPOINTED AS NON-EXECUTIVE CHAIRMAN OF TRANS HEX;
- MR IRM PRINSEP, CURRENTLY THE NON-EXECUTIVE CHAIRMAN OF ODM, WILL BE
APPOINTED AS NON-EXECUTIVE DEPUTY CHAIRMAN OF TRANS HEX; AND
- MESSRS AC LOUW AND PF KOEP, CURRENTLY DIRECTORS OF ODM, WILL BE APPOINTED TO
THE BOARD OF TRANS HEX.
6. THE SUB-DIVISION AND THE INCREASE IN AUTHORISED SHARE CAPITAL
6.1 THE SUB-DIVISION
IN ORDER TO IMPROVE THE MARKETABILITY AND LIQUIDITY OF TRANS HEX'S SHARES ON
THE JSE, THE DIRECTORS OF TRANS HEX PROPOSE, SUBJECT TO THE PASSING AND
REGISTRATION OF THE RESOLUTION TO EFFECT THE INCREASE IN THE AUTHORISED SHARE
CAPITAL, THAT EACH ISSUED SHARE OF TRANS HEX BE SUB-DIVIDED INTO FOUR ORDINARY
SHARES OF NO PAR VALUE EACH, WITHOUT AN INCREASE IN THE STATED CAPITAL OF TRANS
HEX.
6.2 INCREASE IN AUTHORISED SHARE CAPITAL
IN ORDER TO PROVIDE SUFFICIENT AUTHORISED BUT UNISSUED SHARE CAPITAL TO ALLOW
TRANS HEX TO FUND FUTURE ACQUISITIONS, THE DIRECTORS OF TRANS HEX PROPOSE TO
INCREASE THE AUTHORISED SHARE CAPITAL OF TRANS HEX TO 300 000 000 ORDINARY
SHARES OF NO PAR VALUE, BY THE CREATION OF 270 000 000 NEW AUTHORISED ORDINARY
SHARES OF NO PAR VALUE EACH.
7. FINANCIAL EFFECTS OF THE MERGER
ON AN ODM SHAREHOLDER
THE TABLE BELOW SETS OUT THE FINANCIAL EFFECTS OF THE SCHEME ON AN ODM
SHAREHOLDER HOLDING 100 ODM SHARES WHO RECEIVES THE SCHEME CONSIDERATION OF
17,19 TRANS HEX SHARES (OR 68,76 TRANS HEX SHARES AFTER THE SUB-DIVISION):
BEFORE AFTER PERCENTAGE
NOTES (RAND) (RAND) CHANGE
MARKET VALUE 1 (I) 375,00 361,00 (3,7)
(II) 400,00 309,00 (22,8)
(III) 450,00 515,70 14,6
HEADLINE EARNINGS 2 32,75 55,50 69,5
NET ASSET VALUE 3 308,00 300,30 (2,5)
ON A TRANS HEX SHAREHOLDER
THE TABLE BELOW SETS OUT THE FINANCIAL EFFECTS OF THE MERGER ON A TRANS HEX
SHAREHOLDER HOLDING 100 TRANS HEX SHARES (OR 400 TRANS HEX SHARES AFTER THE
SUB-DIVISION):
BEFORE AFTER PERCENTAGE
NOTES (RAND) (RAND) CHANGE
HEADLINE EARNINGS 2 384,10 322,86 (15,9)
NET ASSET VALUE 3 1 695,00 1 744,00 2,9
NOTES:
1. BASED ON THE CLOSING MARKET PRICES ON THE JSE OF ODM SHARES AND TRANS HEX
SHARES ON:
(I) THURSDAY, 4 FEBRUARY 1999, BEING THE LAST BUSINESS DAY PRIOR TO THE
PUBLICATION OF THE FIRST JOINT CAUTIONARY ANNOUNCEMENT;
(II) THURSDAY, 11 MARCH 1999, BEING THE LAST BUSINESS DAY PRIOR TO THE
PUBLICATION OF THE TERMS OF THE MERGER;
(III) FRIDAY, 14 MAY 1999, BEING THE LAST BUSINESS DAY PRIOR TO THE
FINALISATION OF THIS ANNOUNCEMENT.
2. BASED ON THE AUDITED FINANCIAL STATEMENTS OF ODM (REDUCED BY R6 MILLION TO
TAKE ACCOUNT OF DIFFERENCES IN ACCOUNTING POLICIES BETWEEN ODM AND TRANS HEX
WITH REGARD TO DEFERRED TAXATION) AND TRANS HEX FOR THE YEAR ENDED 31 MARCH
1999 AND ON THE ASSUMPTION THAT THE MERGER HAD BEEN EFFECTIVE FOR THE FULL YEAR
ENDED 31 MARCH 1999.
3. BASED ON THE NET ASSET VALUE AT 31 MARCH 1999 (AFTER REDUCING THE NET ASSET
VALUE OF ODM BY R13 MILLION TO TAKE ACCOUNT OF DIFFERENCES IN ACCOUNTING
POLICIES BETWEEN ODM AND TRANS HEX WITH REGARD TO DEFERRED TAXATION), ON THE
ASSUMPTION THAT THE MERGER HAD BEEN EFFECTIVE ON THAT DATE.
8. STOCK EXCHANGE LISTINGS
SUBJECT TO THE FULFILMENT OF THE CONDITIONS PRECEDENT SET OUT IN PARAGRAPH 10
BELOW:
8.1 THE JSE AND THE NSX HAVE GRANTED APPROVAL FOR THE TERMINATION OF THE
LISTING OF ODM SHARES AT THE CLOSE OF BUSINESS ON FRIDAY, 25 JUNE 1999;
8.2 THE JSE HAS GRANTED A LISTING OF 7 303 795 (OR 29 215 180 TRANS HEX SHARES
AFTER THE SUB-DIVISION) CONSIDERATION SHARES FROM THE COMMENCEMENT OF BUSINESS
ON MONDAY, 28 JUNE 1999; AND
8.3 APPLICATION HAS BEEN MADE FOR THE LISTING OF THE GROUP ON THE NSX FROM THE
COMMENCEMENT OF BUSINESS ON MONDAY, 28 JUNE 1999.
9. MEETINGS
9.1 A MEETING OF ODM SHAREHOLDERS REGISTERED AS SUCH AT THE CLOSE OF BUSINESS
ON WEDNESDAY, 9 JUNE 1999 ("THE SCHEME MEETING") WILL BE HELD AT 09:00 ON
FRIDAY, 11 JUNE 1999 IN THE BOARDROOM OF EDWARD NATHAN & FRIEDLAND INC., 21ST
FLOOR, STANDARD BANK CENTRE, HEERENGRACHT, CAPE TOWN TO CONSIDER THE SCHEME.
THE ORDER OF COURT AND THE NOTICE CONVENING THE SCHEME MEETING ARE SET OUT
ELSEWHERE IN THIS PUBLICATION.
9.2 A GENERAL MEETING OF TRANS HEX SHAREHOLDERS WILL BE HELD AT 10:00 (OR 10
MINUTES AFTER THE ADJOURNMENT OF THE SCHEME MEETING) ON FRIDAY, 11 JUNE 1999 IN
THE BOARDROOM OF EDWARD NATHAN & FRIEDLAND INC., 21ST FLOOR, STANDARD BANK
CENTRE, HEERENGRACHT, CAPE TOWN TO CONSIDER AND APPROVE THE RESOLUTIONS TABLED
THEREAT.
10. CONDITIONS PRECEDENT
10.1 THE MERGER IS SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT
INCLUDING, INTER ALIA:
10.1.1 THE SCHEME BEING APPROVED AT THE SCHEME MEETING BY A MAJORITY
REPRESENTING NOT LESS THAN THREE-FOURTHS (75%) OF THE VOTES EXERCISABLE BY THE
SCHEME MEMBERS PRESENT AND VOTING EITHER IN PERSON OR BY PROXY AT THE SCHEME
MEETING;
10.1.2 THE ORDINARY RESOLUTION TO PROPOSE AND IMPLEMENT THE SCHEME, WITH
AUTHORITY OF THE DIRECTORS OF TRANS HEX TO ISSUE THE CONSIDERATION SHARES,
HAVING BEEN PASSED BY TRANS HEX SHAREHOLDERS IN GENERAL MEETING;
10.1.3 THE HIGH COURT OF SOUTH AFRICA (CAPE OF GOOD HOPE PROVINCIAL DIVISION)
SANCTIONING THE SCHEME; AND
10.1.4 A CERTIFIED COPY OF THE ORDER OF COURT SANCTIONING THE SCHEME HAVING
BEEN LODGED WITH, AND REGISTERED BY, THE REGISTRAR OF COMPANIES ("THE
REGISTRAR").
10.2 THE CHANGE OF NAME IS SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
10.2.1 THE MERGER BECOMING UNCONDITIONAL;
10.2.2 A SPECIAL RESOLUTION TO CHANGE THE NAME HAVING BEEN PASSED BY TRANS HEX
SHAREHOLDERS IN GENERAL MEETING; AND
10.2.3 THE ABOVE MENTIONED SPECIAL RESOLUTION BEING REGISTERED BY THE REGISTRAR
10.3 THE SUB-DIVISION AND THE INCREASE IN THE AUTHORISED SHARE CAPITAL OF TRANS
HEX ARE SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS PRECEDENT:
10.3.1 SPECIAL RESOLUTIONS TO PROPOSE AND IMPLEMENT THE SUB-DIVISION AND THE
INCREASE IN THE AUTHORISED SHARE CAPITAL HAVING BEEN PASSED BY TRANS HEX
SHAREHOLDERS IN GENERAL MEETING; AND
10.3.2 THE ABOVE MENTIONED SPECIAL RESOLUTIONS BEING REGISTERED WITH THE
REGISTRAR.
11. OPINIONS AND RECOMMENDATIONS
11.1 PLACER ANALYSIS LIMITED, THE INDEPENDENT TECHNICAL ADVISER, HAS ADVISED
THE BOARDS OF DIRECTORS OF TRANS HEX, ODM, DMG AND HSBC THAT THEY ARE OF THE
OPINION THAT THE TECHNICAL DATA PROVIDED BY TRANS HEX AND ODM AND OUTLINED IN
THE INDEPENDENT TECHNICAL ADVISER'S REPORT, WHICH WILL BE INCLUDED IN THE
CIRCULARS TO SHAREHOLDERS OF TRANS HEX AND ODM ALONG WITH THE OTHER DOCUMENTS
PERTINENT TO THE MERGER AND THE SCHEME AS OUTLINED IN PARAGRAPH 13 BELOW, IS
VALID AND ACCURATE.
11.2 HSBC HAS ADVISED THE BOARD OF DIRECTORS OF ODM THAT IT HAS CONSIDERED THE
TERMS AND CONDITIONS OF THE MERGER AND OF THE SCHEME AND IS OF THE OPINION THAT
THE SCHEME CONSIDERATION OF 17,19 TRANS HEX SHARES (OR 68,76 TRANS HEX SHARES
AFTER THE SUB-DIVISION) FOR EVERY 100 ODM SHARES HELD IS FAIR AND REASONABLE TO
ODM SHAREHOLDERS.
11.3 THE BOARD OF DIRECTORS OF ODM, HAVING CONSIDERED THE TERMS AND CONDITIONS
OF THE MERGER AND OF THE SCHEME, ARE OF THE UNANIMOUS OPINION THAT THE TERMS
AND CONDITIONS ARE FAIR AND REASONABLE TO ODM SHAREHOLDERS AND, ACCORDINGLY,
RECOMMEND THAT ODM SHAREHOLDERS VOTE IN FAVOUR OF THE SCHEME. THE DIRECTORS OF
ODM WHO ARE SCHEME MEMBERS INTEND TO VOTE IN FAVOUR OF THE SCHEME IN RESPECT OF
THE SHARES HELD BY THEM.
11.4 THE BOARD OF DIRECTORS OF TRANS HEX, HAVING CONSIDERED THE TERMS AND
CONDITIONS OF THE MERGER, ARE OF THE UNANIMOUS OPINION THAT THE TERMS AND
CONDITIONS ARE FAIR AND REASONABLE TO TRANS HEX SHAREHOLDERS AND, ACCORDINGLY,
RECOMMEND THAT TRANS HEX SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTION
PROPOSING THE SCHEME AT THE GENERAL MEETING OF TRANS HEX SHAREHOLDERS.
12. SALIENT DATES AND TIMES
1999
LAST DAY TO LODGE FORMS OF PROXY FOR THE SCHEME
MEETING BY 09:00 ON (SEE NOTE 1 BELOW) WEDNESDAY, 9 JUNE
LAST DAY TO LODGE FORMS OF PROXY FOR THE TRANS
HEX GENERAL MEETING BY 10:00 ON WEDNESDAY, 9 JUNE
LAST DAY TO REGISTER IN ORDER TO VOTE AT THE
SCHEME MEETING AT THE CLOSE OF BUSINESS ON WEDNESDAY, 9 JUNE
SCHEME MEETING OF ODM SHAREHOLDERS TO BE HELD
AT 09:00 ON FRIDAY, 11 JUNE
GENERAL MEETING OF TRANS HEX SHAREHOLDERS TO
BE HELD AT 10:00 ON FRIDAY, 11 JUNE
COURT HEARING TO SANCTION THE SCHEME ON WEDNESDAY, 23 JUNE
RECORD DATE TO DETERMINE PARTICIPATION IN THE
SCHEME AT THE CLOSE OF BUSINESS ON FRIDAY, 25 JUNE
TERMINATION OF THE LISTING OF THE ODM SHARES ON
THE JSE AND THE NSX WITH EFFECT FROM THE CLOSE
OF BUSINESS ON FRIDAY, 25 JUNE
OPERATIVE DATE OF THE SCHEME ON MONDAY, 28 JUNE
PUBLICATION OF AN ABRIDGED FORM OF THE REVISED
LISTING PARTICULARS OF TRANS OCEAN IN THE PRESS
ON MONDAY, 28 JUNE
COMMENCEMENT OF LISTING OF THE CONSIDERATION
SHARES ON THE JSE AND THE NSX FROM THE
COMMENCEMENT OF BUSINESS ON MONDAY, 28 JUNE
SHARE CERTIFICATES AND CHEQUES IN RESPECT OF
FRACTIONAL ENTITLEMENTS, WHERE APPLICABLE, IN
RESPECT OF THE SCHEME CONSIDERATION POSTED TO
ODM SHAREHOLDERS, AND SHARE CERTIFICATES IN
RESPECT OF THE CHANGE OF NAME AND/OR THE
SUB-DIVISION POSTED TO TRANS HEX SHAREHOLDERS
(IF DOCUMENTS OF TITLE ARE RECEIVED PRIOR TO
THE RECORD DATE OR, FAILING THAT, WITHIN FIVE
BUSINESS DAYS OF RECEIPT THEREOF BY THE
TRANSFER SECRETARIES) ON MONDAY, 5 JULY
NOTES:
1. IF A FORM OF PROXY FOR THE SCHEME MEETING IS NOT RECEIVED BY 09:00 ON THE
DATE SHOWN ABOVE IT MAY BE HANDED TO THE CHAIRMAN OF THE SCHEME MEETING BY NOT
LATER THAN 10 MINUTES BEFORE THE COMMENCEMENT OF THE SCHEME MEETING.
2. THESE DATES AND TIMES MAY BE CHANGED BY MUTUAL AGREEMENT BETWEEN ODM AND
TRANS HEX. ANY SUCH CHANGE WILL BE PUBLISHED IN THE PRESS.
13. DOCUMENTATION
CIRCULARS, WHICH HAVE BEEN APPROVED BY THE JSE AND THE SECURITIES REGULATION
PANEL, INCORPORATING NOTICES OF THE REQUIRED MEETINGS AND FULL DETAILS
CONCERNING THE MERGER, WILL BE DISPATCHED TO SHAREHOLDERS OF TRANS HEX AND ODM
TODAY.
CAPE TOWN
20 MAY 1999
FINANCIAL ADVISER TO TRANS HEX
DEUTSCHE MORGAN GRENFELL (SA) (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 95/11798/07)
ATTORNEYS TO THE SCHEME
EDWARD NATHAN & FRIEDLAND INC
(REGISTRASTION NUMBER 77/00525/21)
INDEPENDENT TECHNICAL ADVISER
PLACER ANALYSIS LIMITED
(REGISTRATION NUMBER 75549)
FINANCIAL ADVISER TO ODM
HSBC SIMPSON MCKIE (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 84/01736/07
JOINT SPONSORING BROKERS TO TRANS HEX
DEUTSCHE MORGAN GRENFELL
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
SPONSORING BROKER TO ODM
HSBC SIMPSON MCKIE (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 84/01736/07
SPONSORING BROKER TO ODM
WIKUS HANEKOM
MEMBER OF THE NAMIBIAN STOCK EXCHANGE
TRADING AS:
HSBC SIMPSON MCKIE NAMIBIA