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JOINT PRESS RELEASE BY TRANS HEX AND BENCO

Release Date: 17/12/1999 09:04
Code(s): TSX BNC
Wrap Text

JOINT PRESS RELEASE BY TRANS HEX GROUP LIMITED ("TRANS HEX") AND BENGUELA CONCESSIONS LIMITED ("BENCO")
IN THE LIGHT OF THE RECENT ANNOUNCEMENT BY TRANS HEX OF ITS PROPOSAL TO MERGE WITH GEM DIAMOND MINING CORPORATION LIMITED ("GEM"), TRANS HEX WISHES TO CLARIFY THE ANTICIPATED SEQUENCE OF EVENTS IN RELATION TO ITS PROPOSED MERGER WITH BENCO. THE TWO MERGERS ARE INTENDED TO BE CONCLUDED AS SEPARATE
TRANSACTIONS. SUBJECT TO ALL NECESSARY APPROVALS BEING OBTAINED, THE BENCO MERGER SHOULD BE CONCLUDED AHEAD OF THE GEM MERGER.
BOTH OF THE MERGERS HAVE RECENTLY BEEN THE SUBJECT OF PRESS ANNOUNCEMENTS SETTING OUT THE PROPOSED MERGER TERMS, WHICH ARE SUMMARISED BELOW: TERMS OF THE BENCO MERGER
CONSIDERATION: 479165 TRANS HEX ORDINARY SHARES PER 100 ORDINARY BENCO SHARES. BASED ON THE BENCO MERGER TERMS, HOLDERS OF FEWER THAN 2087 ORDINARY BENCO SHARES WILL HOLD LESS THAN 100 TRANS HEX ORDINARY SHARES AFTER THE BENCO MERGER. THESE SHAREHOLDERS WILL BE OFFERED AN OPPORTUNITY TO "BUY UP" SO AS TO AVOID BECOMING ODD LOT HOLDERS IN TRANS HEX AFTER THE BENCO MERGER, AT THE EQUIVALENT OF 35 CENTS PER ORDINARY BENCO SHARE HELD. TERMS OF THE GEM MERGER
CONSIDERATION: 9.7 ORDINARY TRANS HEX SHARES PER 100 ORDINARY GEM SHARES AND CASH OF 16 CENTS PER ORDINARY GEM SHARE.
BOTH OF THE MERGERS ARE SUBJECT TO COMPETITION COMMISSION ("COMMISSION") RULINGS. THE NECESSARY COMMISSION FILINGS HAVE ALREADY BEEN MADE FOR THE BENCO MERGER, AND THE FILINGS FOR THE GEM MERGER SHOULD BE MADE IN THE NEAR FUTURE. OTHER APPROVALS AND CONDITIONS, WHICH ARE REQUIRED FOR THE MERGERS, INCLUDE THE SATISFACTORY COMPLETION OF A DUE DILIGENCE REVIEW FOR THE GEM MERGER, WHILE THE FISCAL STATUS OF THE BENCO MERGER AWAITS THE APPROVAL OF THE MINISTER OF FINANCE.
THE COMBINATION OF THE BUSINESS OF TRANS HEX, BENCO AND GEM IN TERMS OF THE MERGERS WILL CARRY NUMEROUS BENEFITS, KEY ELEMENTS OF WHICH ARE THE FOLLOWING: - THE CONTIGUOUS NATURE OF THE BENCO DIAMOND RIGHTS AND GEM OPERATIONS IN THE UPPER REGIONS OF THE ORANGE RIVER WILL PROVIDE UPSIDE POTENTIAL TO THE RELATIVELY UNDEREXPLORED CONCESSIONS OF BENCO. FURTHERMORE, IT WILL ALSO INTRODUCE POTENTIAL ECONOMIES OF SCALE AND WILL POTENTIALLY INCREASE THE LIFE OF MINE OF THE GEM OPERATIONS IN THE REGION:
- THE PROVEN TECHNICAL EXPERIENCE OF TRANS HEX WILL BE AVAILABLE TO THE MERGED BUSINESS;
- THE COMBINATION OF QUALITY NAMIBIAN AND SOUTH AFRICAN MARINE CONCESSIONS COMBINED WITH EXPANDED LAND-BASED DIAMOND ASSETS WILL PROVIDE INCREASED OPPORTUNITIES FOR EXISTING DIAMOND RESOURCES TO BE EXPLOITED, AND WILL STRENGTHEN THE STRATEGIC POSITION AND RISK PROFILE OF THE BUSINESS; AND - THE CRITICAL MASS ACHIEVED BY THE MERGERS WILL FACILITATE TRANS HEX'S INTERNATIONAL EXPANSION ENABLING BOTH CURRENT, AND THOSE NEW SHAREHOLDERS THAT ARE EXPECTED TO JOIN THE COMPANY AS A RESULT OF THE MERGERS, THE OPPORTUNITY TO PARTICIPATE IN THE "BLUE SKY" CREATED BY THIS STRATEGY.
BENCO'S SHAREHOLDERS WILL FORM ONE OF THE SIGNIFICANT SHAREHOLDERS BLOCKS IN TRANS HEX AFTER THE MERGERS, GIVING THEM A MEANINGFUL PARTICIPATION IN THE ENLARGED TRANS HEX. ENDS FURTHER INFORMATION TRANS HEX : D.M. HOOGENHOUT 091 416 363 5440 P.D. DANCHIN 021 686 9944 BENCO : R.S. SHEAD 011 476 5565

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