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PROPOSED MERGER BETWEEN TRANS HEX, BENCO AND GEM

Release Date: 10/03/2000 16:46
Code(s): TSX BNC GEM
Wrap Text
TRANS HEX GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1963/007579/06)
("TRANS HEX")
BENGUELA CONCESSIONS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 88/03608/06)
("BENCO")
GEM DIAMOND MINING CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 86/04840/06)
("GEM")

* FULFILLMENT OF THE FINAL FINANCIAL CONDITION PRECEDENT WITH RESPECT TO THE PROPOSED MERGER BETWEEN TRANS HEX AND BENCO;
* UNCONDITIONAL APPROVAL BY THE COMPETITION COMMISSION OF THE PROPOSED MERGER BETWEEN TRANS HEX AND GEM; AND
* APPOINTMENT OF MR. TOKYO SEXWALE AS A DIRECTOR AND DEPUTY CHAIRMAN OF TRANS HEX. 1. PROPOSED MERGER BETWEEN TRANS HEX AND BENCO
THE DIRECTORS OF TRANS HEX AND BENCO ARE PLEASED TO ANNOUNCE THAT THE MINISTRY OF FINANCE HAS RATIFIED THE PROPOSED MERGER BETWEEN TRANS HEX AND BENCO. ACCORDINGLY, THE FINAL FINANCIAL CONDITION PRECEDENT TO THE MERGER HAS BEEN SATISFIED.
THE DOCUMENTATION IN RESPECT OF THE MERGER HAS BEEN APPROVED BY THE
JOHANNESBURG STOCK EXCHANGE, THE SECURITIES REGULATION PANEL AND WHERE APPLICABLE THE SOUTH AFRICAN RESERVE BANK. ACCORDINGLY, A NOTICE OF THE HIGH COURT OF SOUTH AFRICA CONVENING A MEETING OF BENCO SHAREHOLDERS ON OR ABOUT 10 APRIL 2000, TO CONSIDER AND APPROVE THE PROPOSED MERGER, WILL BE CIRCULATED ON OR ABOUT 17 MARCH 2000.
A FURTHER ANNOUNCEMENT DETAILING THE SALIENT DATES IN RESPECT OF THE PROPOSED MERGER WILL BE MADE IN DUE COURSE. 2. PROPOSED MERGER BETWEEN TRANS HEX AND GEM
THE DIRECTORS OF TRANS HEX AND GEM ARE PLEASED TO ANNOUNCE THAT THE PROPOSED MERGER BETWEEN TRANS HEX AND GEM HAS BEEN UNCONDITIONALLY APPROVED BY THE COMPETITION COMMISSION. THE PLANNING OF THE OPERATIONAL AND STRATEGIC LOGISTICS OF THE MERGER IS IN PROCESS.
MR. TOKYO SEXWALE HAS BEEN APPOINTED A DIRECTOR AND DEPUTY CHAIRMAN OF TRANS HEX WITH IMMEDIATE EFFECT. HIS INPUT WILL ADVANCE THE MERGER PLANNING PROCESS AND GREATLY ASSIST IN THE DEVELOPMENT OF SHORT-TERM OPERATIONAL GOALS AND LONG-TERM STRATEGIC OBJECTIVES FOR THE MERGED GROUP. CAPE TOWN 10 MARCH 2000 FINANCIAL ADVISER TO TRANS HEX DEUTSCHE BANK SECURITIES (SA) (PTY) LIMITED (REGISTRATION NUMBER 95/11798/07) SPONSORING BROKER TO TRANS HEX (IN SOUTH AFRICA) DEUTSCHE BANK SECURITIES (PTY) LTD (REGISTRATION NUMBER 73/06709/07) MEMBER OF THE JOHANNESBURG STOCK EXCHANGE SPONSORING BROKER TO TRANS HEX (IN NAMIBIA) JOLYON IRWIN MEMBER OF THE NSX IJG PTY LTD ATTORNEYS TO TRANS HEX EDWARD NATHAN & FRIEDLAND (PTY) LTD (REGISTRATION NUMBER 1999/026464/07) FINANCIAL ADVISER TO BENCO FLEMINGS ROBERT FLEMING SOUTH AFRICA LIMITED REGISTRATION NUMBER 95/11812/06 JOINT SPONSORING BROKERS TO BENCO FLEMING MARTIN SECURITIES LTD REGISTRATION NUMBER 95/11815/06 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE INCENTIVE LOWENTHAL (PTY) LTD (REGISTRATION NUMBER 98/21556/07) ATTORNEYS TO BENCO CLIFFE DEKKER FULLER MOORE INC (REGISTRATION NUMBER 98/18173/21) FINANCIAL ADVISER TO GEM BOE MERCHANT BANK A DIVISION OF BOE BANK LIMITED CO. REG. NO. 1951/000847/06 JOINT SPONSORING BROKERS TO GEM BOE SECURITIES (PTY) LTD MEMBER OF THE JOHANNESBURG STOCK EXCHANGE CO. REG. NO. 1996/015589/07 BARNARD JACOBS MELLET * SECURITIES (PTY) LTD. MEMBER OF THE JOHANNESBURG STOCK EXCHANGE (REGISTRATION NUMBER 87/00175/07)
ATTORNEYS TO THE TRANS HEX AND GEM MERGER AND TO THE SCHEME BRINK COHEN LE ROUX & ROODT INC ATTORNEYS (REGISTRATION NUMBER 93/04501/21) TRANS HEX GROUP LIMITED - RECEIVES GREEN LIGHT TRANS HEX GROUP LIMITED NEWS RELEASE TRANS HEX RECEIVES GREEN LIGHT
THE OFFICIAL GO-AHEAD HAS BEEN GIVEN FOR THE INTEGRATION OF TWO SIGNIFICANT COMPANIES INTO THE TRANS HEX FOLD.
APPROVAL FROM THE COMPETITIONS COMMISSION FOR THE GEM DIAMOND MERGER AND THE MINISTRY OF FINANCE=92S SANCTION OF THE BENGUELA CONCESSIONS (BENCO) DEAL HAS CLEARED THE REGULATORY DECKS FOR CONCLUDING THE TWO AGREEMENTS. FINAL APPROVAL OF BOTH TRANSACTIONS NOW AWAITS STAKEHOLDER RATIFICATION.
IN FURTHER DEVELOPMENTS, TRANS HEX CHAIRMAN BERNARD VAN ROOYEN ANNOUNCED THE FORMAL APPOINTMENT OF TOKYO SEXWALE AS DEPUTY CHAIRMAN OF THE GROUP AND TO THE COMPANY EXECUTIVE COMMITTEE WITH IMMEDIATE EFFECT.
VAN ROOYEN EXPLAINS: "THE APPROVAL OF THE TRANS HEX/GEM MERGER NOW CLEARS THE WAY FOR THE APPOINTMENT OF TOKYO SEXWALE."
"HE IS A MAN OF GREAT TALENT AND VISION. HIS INPUT AND HANDS-ON APPROACH TO BUSINESS WILL STRENGTHEN THE MANAGEMENT TEAM AND THE SOONER WE CAN GET HIM AND HIS COLLEAGUES WORKING WITH US THE BETTER!" ADDS VAN ROOYEN.
IN ANTICIPATION OF THE CONCLUSION OF THE BENCO MERGER ANDR=E8 LOUW WAS APPOINTED AS EXECUTIVE DIRECTOR RESPONSIBLE FOR MARINE OPERATIONS. BENCO CONCESSIONS, COUPLED WITH A NUMBER OF INNOVATIVE MARINE-BASED MINING
DEVELOPMENTS ALREADY UNDERWAY, HAVE SHARPENED THE GROUP FOCUS ON MARINE ACTIVITIES - SPECIFICALLY IN SHALLOW WATER OPERATIONS.
TRANS HEX GROUP MARKETS RECOVERED DIAMONDS OUTSIDE OF THE CENTRAL SELLING ORGANISATION THROUGH A TENDER BASED SYSTEM FOR ITS OWN ACCOUNT AND ON BEHALF OF SEVERAL OTHER SMALLER PRODUCERS.
"THE EXPANSION OF OUR RESOURCE BASE THROUGH THESE MERGERS, COUPLED WITH A NUMBER OF KEY APPOINTMENTS IS A PORTENT OF EXCITING TIMES AT TRANS HEX. WE LOOK FORWARD TO WELCOMING GEM AND BENCO SHAREHOLDERS ON BOARD AND TO THEIR
PARTICIPATION IN FUTURE ACTIVITIES," CONCLUDES VAN ROOYEN. ENDS. FOR FURTHER INFORMATION : BERNARD VAN ROOYEN TRANS HEX GROUP LIMITED TEL : (011) 476-5031 / 082 659-1421 ISSUED BY : CULLUM JOHNSTON BHA COMMUNICATIONS TEL : (021) 683-2685 / 083 212-2455 CULLUM@BHACOMMS.CO.ZA DATE : 10TH MARCH 2000

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