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TRANS HEX / GEM - SALIENT DATES OF THE PROPOSED SCHEME OF ARRANGEMENT

Release Date: 31/03/2000 08:48
Code(s): TSX GEM
Wrap Text
TRANS HEX GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1963/007579/06)
("TRANS HEX")
GEM DIAMOND MINING CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1986/004840/06)
("GEM")

SALIENT DATES OF THE PROPOSED SCHEME OF ARRANGEMENT
IT WAS ANNOUNCED IN THE PRESS ON TUESDAY, 14 DECEMBER 1999 THAT TRANS HEX INTENDED TO PROPOSE A SCHEME OF ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED, BETWEEN GEM AND ITS
SHAREHOLDERS ("SCHEME MEMBERS") ("THE SCHEME"). SHAREHOLDERS OF TRANS HEX AND GEM ARE ADVISED THAT THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") AND THE SECURITIES REGULATION PANEL HAVE APPROVED THE CIRCULAR RELATING TO THE SCHEME, WHICH CIRCULAR WILL BE POSTED TO SHAREHOLDERS OF GEM ON MONDAY, 3 APRIL 2000. ON TUESDAY, 28 MARCH 2000, THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION) ("THE COURT") GRANTED AN ORDER CONVENING A MEETING OF THE SCHEME MEMBERS TO BE HELD AT THE GROUND FLOOR AUDITORIUM, 28 HARRISON STREET, JOHANNESBURG AT 11:00 ON TUESDAY, 25 APRIL 2000 ("THE SCHEME MEETING"). THE SCHEME WILL BE IMPLEMENTED SUBJECT TO APPROVAL BY SCHEME MEMBERS AT THE SCHEME MEETING, THE SANCTIONING BY THE COURT AND THE REGISTRATION OF THE ORDER OF COURT BY THE REGISTRAR OF COMPANIES.
THE SALIENT DATES AND TIMES PERTAINING TO THE SCHEME ARE AS FOLLOWS:
2000
LAST DAY FOR LODGING FORMS OF PROXY FOR THE SCHEME MEETING
BY 11:00 ON (NOTE 1) WEDNESDAY, 19 APRIL SCHEME MEETING HELD AT 11:00 ON TUESDAY, 25 APRIL COURT HEARING TO SANCTION THE SCHEME ON TUESDAY, 9 MAY RECORD DATE TO DETERMINE PARTICIPATION IN THE SCHEME AT
THE CLOSE OF BUSINESS ON FRIDAY, 12 MAY EXPECTED DATE OF TERMINATION OF LISTING OF GEM SHARES ON
THE JSE WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON FRIDAY, 12 MAY EXPECTED OPERATIVE DATE OF THE SCHEME ON MONDAY, 15 MAY LISTING OF TRANS HEX CONSIDERATION SHARES ON THE JSE AND THE NAMIBIAN STOCK EXCHANGE WITH EFFECT FROM THE
COMMENCEMENT OF BUSINESS ON MONDAY, 15 MAY THE SCHEME CONSIDERATION WILL BE POSTED TO SCHEME MEMBERS (IF DOCUMENTS OF TITLE ARE RECEIVED PRIOR TO THE RECORD DATE, FAILING WHICH, WITHIN SEVEN DAYS OF
RECEIPT THEREOF) ON MONDAY, 15 MAY NOTES:
1. IF A FORM OF PROXY FOR THE SCHEME MEETING IS NOT RECEIVED BY 11:00 ON THIS DATE IT MAY BE HANDED TO THE CHAIRPERSON OF THE SCHEME MEETING NOT LATER THAN TEN MINUTES BEFORE THE COMMENCEMENT OF SUCH MEETING, I.E. BY 10:50 ON TUESDAY, 25 APRIL 2000.
2. THE ABOVE DATES AND TIMES ARE SUBJECT TO CHANGE. ANY SUCH CHANGE WILL BE PUBLISHED IN THE PRESS.
3. TRANSACTIONS IN GEM SHARES ON THE JSE DURING THE WEEK ENDING ON THE RECORD DATE, WHICH IS EXPECTED TO BE FRIDAY, 12 MAY 2000, WILL BE FOR IMMEDIATE SETTLEMENT. JOHANNESBURG 31 MARCH 2000 FINANCIAL ADVISER TO TRANS HEX DEUTSCHE BANK SECURITIES (SA) (PTY) LIMITED (REGISTRATION NUMBER 1995/011798/07) CORPORATE LAW ADVISERS AND CONSULTANTS EDWARD NATHAN & FRIEDLAND (PTY) LTD (REGISTRATION NUMBER 1999/026464/07) MERCHANT BANK TO GEM BOE MERCHANT BANK A DIVISION OF BOE BANK LIMITED CO. REG. NO. 1951/000847/06 ATTORNEYS TO THE SCHEME BRINK COHEN LE ROUX & ROODT INC ATTORNEYS (REGISTRATION NUMBER 93/04501/21) SPONSORING BROKER TO TRANS HEX (IN SOUTH AFRICA) DEUTSCHE BANK SECURITIES (PTY) LTD (REGISTRATION NUMBER 1973/006709/07) MEMBER OF THE JOHANNESBURG STOCK EXCHANGE SPONSORING BROKER TO TRANS HEX (IN NAMIBIA) JOLYON IRWIN MEMBER OF THE NSX IJG PTY LTD 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)

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