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BENCO/TRANS HEX FURTHER CAUTIONARY ANNOUNCEMENT

Release Date: 01/12/1999 07:59
Code(s): BNC TSX
Wrap Text
BENGUELA CONCESSIONS LIMITED
(REGISTRATION NUMBER 88/03608/06)
("BENCO")
TRANS HEX GROUP LIMITED
(REGISTRATION NUMBER 63/07579/06)
("TRANS HEX")
FURTHER CAUTIONARY ANNOUNCEMENT

FURTHER TO THE JOINT CAUTIONARY DATED 19 OCTOBER 1999, ROBERT FLEMING SOUTH AFRICA LIMITED IS AUTHORISED TO ANNOUNCE THAT SUBSTANTIAL PROGRESS HAS BEEN MADE TOWARDS FULFILLING CERTAIN KEY CONDITIONS PRECEDENT TO THE PROPOSED MERGER BETWEEN TRANS HEX AND BENCO ("THE MERGER"), NAMELY:
* FORMAL AGREEMENT HAS BEEN REACHED REGARDING THE RECAPITALISATION OF THE US$5,3 MILLION IN DEBT SECURED OVER BENCO'S EXPLORATION AND MINING VESSEL, THE MV MOONSTAR; AND
* SATISFACTORY IN PRINCIPLE RULINGS HAVE BEEN RECEIVED FROM THE RELEVANT AUTHORITIES IN RESPECT OF THE FISCAL STATUS OF THE MERGED ENTITY, SUBJECT TO RATIFICATION BY THE FINANCE AND MINERALS AND ENERGY MINISTRIES.
IT HAS BEEN AGREED THAT TRANS HEX WILL BE USED AS THE VEHICLE FOR THE MERGER. THE TRANSACTION RATIO WILL BE EQUIVALENT TO 4,79165 ORDINARY SHARES IN TRANS HEX FOR EACH 100 SHARES HELD IN BENCO AND IS BASED ON THE RESPECTIVE MARKET CAPITALISATIONS OF TRANS HEX AND BENCO, CALCULATED AT A PRICE OF 40 CENTS PER SHARE FOR BENCO ("THE AGREED PRICE") AND AT THE VOLUME WEIGHTED AVERAGE PRICE PER SHARE OVER THE 30 CALENDAR DAY PERIOD ENDED 13 AUGUST 1999, BEING 834,79 CENTS PER SHARE FOR TRANS HEX, AS PREVIOUSLY ANNOUNCED.
THOSE SHAREHOLDERS IN BENCO HOLDING LESS THAN 2 087 BENCO ORDINARY SHARES AT THE MERGER RECORD DATE WILL BECOME ODD LOT HOLDERS IN TRANS HEX FOLLOWING THE MERGER, UNLESS THEY TAKE ADVANTAGE OF THE FACILITY AS OUTLINED BELOW. IN TERMS OF THIS FACILITY, IT IS PROPOSED TO OFFER SUCH SHAREHOLDERS AN OPPORTUNITY TO INCREASE THEIR SHAREHOLDING TO AN EFFECTIVE 2 087 BENCO SHARES CONCURRENTLY WITH THE MERGER, IN TERMS OF A GENERAL OFFER OF SHARES FOR CASH CALCULATED AT 35 CENTS PER BENCO SHARE, BEING A 12,5% DISCOUNT TO THE AGREED PRICE. THE ADDITIONAL TRANS HEX SHARES TO BE ISSUED AS A RESULT OF THIS FACILITY IN TERMS OF THE MERGER WILL IN EFFECT BE ISSUED BY WAY OF A GENERAL ISSUE OF SHARES FOR CASH.
SHAREHOLDERS OF BENCO AND TRANS HEX ARE ADVISED TO CONTINUE EXERCISING CAUTION IN DEALING IN THEIR SECURITIES UNTIL A FURTHER ANNOUNCEMENT IS MADE. CAPE TOWN 1 DECEMBER 1999 FINANCIAL ADVISER TO BENCO FLEMINGS ROBERT FLEMING SOUTH AFRICA LIMITED REGISTRATION NUMBER 95/11812/06 ATTORNEYS TO BENCO CLIFFE DEKKER FULLER MOORE INC (REGISTRATION NUMBER 98/18173/21) SPONSORING BROKER TO TRANS HEX DEUTCHE BANK SECURITIES (PROPRIETARY) LIMITED (REGISTRATION NUMBER 73/06709/07) MEMBER OF THE JOHANNESBURG STOCK EXCHANGE ATTORNEYS TO TRANS HEX BRINK COHEN LE ROUX & ROODT INC ATTORNEYS (REGISTRATION NUMBER 93/04501/21)

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