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TRANS HEX - ACQUISITION OF A FURTHER 30,57% IN OCEAN DIAMOND MINING

Release Date: 23/06/1999 08:14
Code(s): TSX
Wrap Text
TRANS HEX GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 63/07579/06)
("TRANS HEX")

ACQUISITION OF A FURTHER 30,57% IN OCEAN DIAMOND MINING HOLDINGS LIMITED ("ODM" ON MONDAY, 14 JUNE 1999, TRANS HEX ANNOUNCED THAT ITS PROPOSED MERGER WITH ODM HAD BEEN TERMINATED. TRANS HEX HAS SINCE ACQUIRED A FURTHER 30,57% OF ODM'S ISSUED ORDINARY SHARE CAPITAL BRINGING ITS TOTAL STRATEGIC HOLDING IN THIS MARINE MINING AND EXPLORATION COMPANY TO 33,62%, AS AT TUESDAY, 22 JUNE 1999. THE CONSIDERATION FOR THIS TRANSACTION COMPRISED OF THE ISSUE OF 1 027 902 NEW ORDINARY SHARES IN TRANS HEX AND R60,5 MILLION IN CASH. AN APPLICATION WILL BE MADE TO THE JOHANNESBURG STOCK EXCHANGE FOR THE LISTING OF THE 1 027 902 TRANS HEX ORDINARY SHARES IN DUE COURSE.
THE FINANCIAL EFFECTS OF THIS TRANSACTION ON THE NET ASSETS AND EARNINGS OF TRANS HEX, ASSUMING THE TRANSACTION HAD BEEN IN EFFECT FOR THE FULL YEAR ENDED 31 MARCH 1999 AND THE INTEREST IN ODM IS EQUITY ACCOUNTED, ARE AS FOLLOWS: BEFORE AFTER PERCENTAGE (RAND) (RAND) CHANGE HEADLINE EARNINGS 384,11 352,39 (8,3)% NET ASSET VALUE 1 694,83 1 793,02 5,8% CAPE TOWN 22 JUNE 1999 FINANCIAL ADVISER TO TRANS HEX DEUTSCHE MORGAN GRENFELL
DEUTSCHE MORGAN GRENFELL (SA) (PROPRIETARY) LIMITED (REGISTRATION NUMBER 95/11798/07) JOINT SPONSORING BROKERS TO TRANS HEX ABN AMRO SECURITIES (SOUTH AFRICA) (PTY) LTD REGISTRATION NUMBER 95/01231/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE DEUTSCHE MORGAN GRENFELL DEUTSCHE MORGAN GRENFELL (PROPRIETARY) LIMITED (REGISTRATION NUMBER 73/06709/07) MEMBER OF THE JOHANNESBURG STOCK EXCHANGE PRESS RELEASE
TRANS HEX GROUP LTD ("TRANS HEX") ANNOUNCED TODAY THAT TO DATE THEY HAVE ACQUIRED A FURTHER 30,57% OF THE ISSUED SHARES OF OCEAN DIAMOND MINING HOLDINGS LTD ("ODM"), BRINGING THEIR TOTAL HOLDING IN ODM TO 33,62%.
IN MARCH 1999 TRANS HEX AND ODM ANNOUNCED THEIR PROPOSED MERGER WHICH WAS, INTER ALIA, SUBJECT TO ODM SHAREHOLDER APPROVAL. SHORTLY BEFORE THE
SHAREHOLDERS' MEETING ON 11 JUNE 1999 LARGE BLOCKS OF ODM SHARES WERE TRADED ON THE JSE. TRANS HEX DID NOT PURCHASE ANY ODM SHARES AT THAT TIME AS ANY SUCH PURCHASES WOULD HAVE RESULTED IN TRANS HEX HAVING TO MAKE A CASH OFFER, AS AN ALTERNATIVE TO THE TRANS HEX SCRIPT OFFER, TO ALL ODM SHAREHOLDERS. THIS WOULD HAVE CONTRAVENED THE TERMS OF THE MERGER BETWEEN TRANS HEX AND ODM. AT THE ODM SHAREHOLDERS' MEETING THE PROPOSED MERGER WAS OPPOSED BY A SMALL NUMBER OF SHAREHOLDERS REPRESENTING 29,6% OF ODM'S ISSUED SHARES. MOST OF ODM'S OTHER SHAREHOLDERS INCLUDING THE MAJOR INSTITUTIONAL SHAREHOLDERS, SUPPORTED THE MERGER.
NEIL HOOGENHOUT, GROUP MANAGING DIRECTOR OF TRANS HEX SAID: "AS TRANS HEX REMAINS OF THE OPINION THAT ODM IS THE PRE-EMINENT (NON DE BEERS) MARINE DIAMOND MINING AND EXPLORATION COMPANY IN SOUTHERN AFRICA, WE EMBARKED UPON AN ACQUISITION PROGRAM IMMEDIATELY AFTER THE RESULTS OF THE ODM SHAREHOLDERS' MEETING BECAME KNOWN. A STRATEGIC HOLDING OF 33,62% HAS THUS FAR BEEN BUILT UP WHICH INCLUDES SIGNIFICANT BLOCKS ACQUIRED FROM MAJOR SOUTH AFRICAN INSTITUTIONS. THE SRP RULES PRECLUDE TRANS HEX FROM MAKING A FURTHER OFFER TO ALL ODM SHAREHOLDERS FOR A PERIOD OF 12 MONTHS. ALTHOUGH A FULL MERGER AS PREVIOUSLY PROPOSED WOULD HAVE BEEN PREFERABLE, WE LOOK FORWARD TO CLOSE CO-OPERATION BETWEEN OUR TWO COMPANIES IN THE FUTURE".
FOR FURTHER INFORMATION PLEASE CONTACT D M (NEIL) HOOGENHOUT, GROUP MANAGING DIRECTOR OR PETER D DANCHIN, MANAGING DIRECTOR: OPERATIONS AT: TELEPHONE: +27 21 92 1105 FAX: +27 21 930 8499

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