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BENGUELA CONCESSIONS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1988/003608/06)
("BENCO")
TRANS HEX GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1963/007579)
("TRANS HEX")
SALIENT DATES FOR THE SCHEME OF ARRANGEMENT ("THE SCHEME") PROPOSED BY TRANS
HEX IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973) AS
AMENDED, BETWEEN BENCO AND ITS SHAREHOLDERS ("SCHEME PARTICIPANTS"), AND THE
OFFER TO THOSE SCHEME PARTICIPANTS HOLDING LESS THAN 2 087 ORDINARY SHARES IN
BENCO ("BENCO SHARES"), ("THE ODD LOT OFFER")
ON 1 FEBRUARY 2000, IT WAS ANNOUNCED THAT TRANS HEX INTENDED TO PROPOSE THE
SCHEME, IN TERMS OF WHICH EACH SCHEME PARTICIPANT WOULD BE OFFERED 4,791649
ORDINARY SHARES IN TRANS HEX (THE "CONSIDERATION SHARES") FOR EVERY 100 BENCO
SHARES HELD ON THE RECORD DATE OF THE SCHEME, THURSDAY, 20 APRIL 2000 ("THE
RECORD DATE"). ON 3 MARCH 2000, THE MINISTRY OF FINANCE RATIFIED THE PROPOSED
MERGER BETWEEN TRANS HEX AND BENCO AND ACCORDINGLY TRANS HEX IS PROCEEDING WITH
THE SCHEME.
IN TERMS OF THE ODD LOT OFFER, THOSE SCHEME PARTICIPANTS HOLDING LESS THAN 2
087 BENCO SHARES (WHICH, FOLLOWING THE IMPLEMENTATION OF THE SCHEME WILL RESULT
IN A HOLDING OF LESS THAN 100 CONSIDERATION SHARES) MAY SUBSCRIBE FOR SUCH
NUMBER OF BENCO SHARES, AT 35 CENTS PER BENCO SHARE, AS WILL INCREASE THEIR
HOLDING TO 2 087 BENCO SHARES. THE IMPLEMENTATION OF THE ODD LOT OFFER IS
SUBJECT TO AND DEPENDENT UPON THE IMPLEMENTATION OF THE SCHEME AND THE BENCO
SHAREHOLDERS IN GENERAL MEETING VOTING IN FAVOUR OF THE RENEWAL OF BENCO'S
GENERAL AUTHORITY TO ISSUE SHARES FOR CASH.
ON 14 MARCH 2000, THE HIGH COURT OF SOUTH AFRICA (CAPE OF GOOD HOPE PROVINCIAL
DIVISION) ("THE COURT") GRANTED AN ORDER CONVENING A MEETING OF THE SCHEME
PARTICIPANTS TO BE HELD AT GROUND LEVEL, BLOCK A, TECHNO SQUARE, 42
MORNINGSIDE, N'DABENI, CAPE TOWN AT 12:00 ON MONDAY, 10 APRIL 2000 ("THE SCHEME
MEETING"). DOCUMENTATION SETTING OUT DETAILS OF THE SCHEME AND THE ODD LOT
OFFER HAS BEEN FINALISED AND WILL BE POSTED TO SCHEME PARTICIPANTS ON FRIDAY,
17 MARCH 2000.
UPON IMPLEMENTATION OF THE SCHEME, TRANS HEX WILL OWN THE ENTIRE ISSUED SHARE
CAPITAL OF BENCO AND THE LISTING OF BENCO SHARES ON THE JOHANNESBURG STOCK
EXCHANGE ("JSE") WILL BE TERMINATED. THE JSE AND NAMIBIAN STOCK EXCHANGE
("NSX") HAVE AGREED TO THE LISTING OF THE CONSIDERATION SHARES.
THE SALIENT DATES AND TIMES ARE AS FOLLOWS: 2000
ANNUAL GENERAL MEETING OF BENCO SHAREHOLDERS THURSDAY, 23 MARCH
LAST DAY TO LODGE FORMS OF PROXY FOR THE
SCHEME MEETING BY 12:00 ON (NOTE 1) FRIDAY, 7 APRIL
LAST DAY TO REGISTER IN ORDER TO VOTE AT THE
SCHEME MEETING BY THE CLOSE OF BUSINESS ON FRIDAY, 7 APRIL
SCHEME MEETING TO BE HELD AT 12:00 ON MONDAY, 10 APRIL
RECORD DATE TO DETERMINE PARTICIPATION IN THE
ODD LOT OFFER AT CLOSE OF BUSINESS ON FRIDAY, 14 APRIL
COURT HEARING TO SANCTION THE SCHEME ON TUESDAY, 18 APRIL
LAST DAY FOR ELECTION TO PARTICIPATE IN THE
ODD LOT OFFER BY CLOSE OF BUSINESS ON WEDNESDAY, 19 APRIL
RECORD DATE TO DETERMINE PARTICIPATION IN
THE SCHEME AT THE CLOSE OF BUSINESS ON THURSDAY, 20 APRIL
DATE OF TERMINATION OF THE LISTING OF BENCO SHARES
ON THE JSE WITH EFFECT FROM THE CLOSE OF BUSINESS ON THURSDAY, 20 APRIL
OPERATIVE DATE OF THE SCHEME AT COMMENCEMENT
OF BUSINESS ON TUESDAY, 25 APRIL
COMMENCEMENT OF LISTING OF THE CONSIDERATION SHARES
ON THE JSE, AND COMMENCEMENT OF THE LISTING OF THE
CONSIDERATION SHARES ON THE NSX AS SOON AS PRACTICABLE
THEREAFTER, FROM THE COMMENCEMENT OF BUSINESS ON TUESDAY, 25 APRIL
EXPECTED DATE ON WHICH THE CONSIDERATION SHARES
WILL BE MADE AVAILABLE (IF THE SCHEME BECOMES OPERATIVE)
(NOTE 5) FROM TUESDAY, 25 APRIL
NOTES:
1. IF A FORM OF PROXY FOR THE SCHEME MEETING IS NOT RECEIVED BY FRIDAY, 7 APRIL
2000, 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 MAY BE CHANGED BY MUTUAL AGREEMENT BETWEEN BENCO AND TRANS HEX.
ANY SUCH CHANGE WILL BE PUBLISHED IN THE SOUTH AFRICAN AND NAMIBIAN PRESS.
3. TRANSACTIONS IN BENCO SHARES DURING THE WEEK ENDING ON THE RECORD DATE,
WHICH IS EXPECTED TO BE THURSDAY, 20 APRIL 2000, WILL BE FOR IMMEDIATE
SETTLEMENT.
4. ALL TIMES GIVEN IN THIS ANNOUNCEMENT ARE LOCAL TIMES IN SOUTH AFRICA.
5. ONLY FOR HOLDERS OF BENCO SHARES WHO BEFORE TUESDAY, 25 APRIL 2000 SURRENDER
THEIR BENCO SHARES BY RETURNING A DULY COMPLETED SURRENDER AND ACCEPTANCE FORM
TOGETHER WITH THEIR DOCUMENTS OF TITLE TO THE BENCO SHARES. IF THE BENCO SHARES
ARE SURRENDERED AFTER TUESDAY, 25 APRIL 2000, THE SCHEME CONSIDERATION WILL BE
POSTED, OR MADE AVAILABLE FOR COLLECTION, WITHIN FIVE BUSINESS DAYS OF RECEIPT.
CAPE TOWN
FRIDAY, 17 MARCH 2000
FINANCIAL ADVISER TO BENCO
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 1995/011812/06
JOINT SPONSORING BROKERS TO BENCO
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 1995/011815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
INCENTIVE
LOWENTHAL (PTY) LTD
A MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
ATTORNEYS TO BENCO
CLIFFE DEKKER FULLER MOORE INC
(REGISTRATION NUMBER 1998/018173/21)
FINANCIAL ADVISER TO TRANS HEX
DEUTSCHE BANK SECURITIES (SA) (PTY) LIMITED
(REGISTRATION NUMBER 1995/011798/07)
ATTORNEYS TO TRANS HEX
BRINK COHEN LE ROUX & ROODT INC ATTORNEYS
(REGISTRATION NUMBER 93/04501/21)
SPONSORING BROKERS TO TRANS HEX
IN SOUTH AFRICA
DEUTSCHE BANK SECURITIES (PTY) LTD
(REGISTRATION NUMBER 1973/006709/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
IN NAMIBIA
JOLYON IRWIN
MEMBER OF THE NSX
IJG PTY LTD
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