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BENCO / TRANS HEX: IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT

Release Date: 19/04/2000 16:25
Code(s): BNC TSX
Wrap Text
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 1963/007579/06)
("TRANS HEX")

IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT PROPOSED BY TRANS HEX BETWEEN BENCO AND ITS ORDINARY SHAREHOLDERS (THE "SCHEME") 1. SANCTIONING OF THE SCHEME
FURTHER TO THE ANNOUNCEMENT DATED WEDNESDAY, 12 APRIL 2000 THAT THE REQUISITE MAJORITY OF THE SHAREHOLDERS OF BENCO ("BENCO SHAREHOLDERS") HAD APPROVED THE SCHEME, IT IS ANNOUNCED THAT THE SCHEME WAS SANCTIONED BY THE HIGH COURT OF SOUTH AFRICA (CAPE OF GOOD HOPE PROVINCIAL DIVISION) ON TUESDAY, 18 APRIL 2000 AND THAT THE ORDER OF COURT SANCTIONING THE SCHEME WAS REGISTERED BY THE REGISTRAR OF COMPANIES ON WEDNESDAY, 19 APRIL 2000. ACCORDINGLY, ALL OF THE CONDITIONS PRECEDENT TO THE SCHEME HAVE BEEN FULFILLED AND THE SCHEME WILL BECOME OPERATIVE ON TUESDAY, 25 APRIL 2000.
IN TERMS OF THE SCHEME, BENCO SHAREHOLDERS WILL RECEIVE 4,791649 ORDINARY SHARES IN TRANS HEX ("TRANS HEX SHARES") FOR EVERY 100 ORDINARY SHARES IN BENCO ("BENCO SHARES") HELD ON THE RECORD DATE, BEING THURSDAY, 20 APRIL 2000, TOGETHER WITH A CASH PAYMENT IN RESPECT OF ANY FRACTIONAL ENTITLEMENTS TO TRANS HEX SHARES (THE "SCHEME CONSIDERATION"). 2. SURRENDER OF DOCUMENTS OF TITLE
IN ORDER TO RECEIVE THE SCHEME CONSIDERATION, BENCO SHAREHOLDERS, WHO HAVE NOT ALREADY DONE SO, ARE REQUESTED TO SURRENDER THEIR DOCUMENTS OF TITLE TO THE TRANSFER SECRETARIES, MERCANTILE REGISTRARS LIMITED, EXCHANGES DEPARTMENT, 7TH FLOOR, 11 DIAGONAL STREET, JOHANNESBURG, 2001 (P O BOX 1053, JOHANNESBURG, 2000), AS SOON AS POSSIBLE. A FURTHER SURRENDER FORM WILL BE INCLUDED IN A CIRCULAR WHICH WILL BE POSTED TO BENCO SHAREHOLDERS ON OR ABOUT THURSDAY, 20 APRIL 2000.
EXISTING DOCUMENTS OF TITLE IN RESPECT OF BENCO SHARES WILL HAVE NO VALUE FROM THE CLOSE OF BUSINESS ON THURSDAY,
20 APRIL 2000 OTHER THAN FOR SURRENDER IN EXCHANGE FOR THE SCHEME CONSIDERATION THE SCHEME CONSIDERATION WILL BE POSTED TO, OR MADE AVAILABLE FOR COLLECTION BY, THOSE BENCO SHAREHOLDERS WHO SURRENDER THEIR DOCUMENTS OF TITLE BEFORE TUESDAY, 25 APRIL 2000 WITH EFFECT FROM THAT DATE. FOR THOSE BENCO SHAREHOLDERS WHO SURRENDER THEIR DOCUMENTS OF TITLE AFTER TUESDAY, 25 APRIL 2000, THE SCHEME CONSIDERATION WILL BE POSTED OR MADE AVAILABLE FOR COLLECTION FIVE BUSINESS DAYS AFTER THE SURRENDER OF THEIR DOCUMENTS OF TITLE. 3. THE ODD LOT OFFER
THE OFFER TO THOSE BENCO SHAREHOLDERS HOLDING LESS THAN 2 087 BENCO SHARES AT THE CLOSE OF BUSINESS ON FRIDAY, 14 APRIL 2000, HAS NOW BECOME UNCONDITIONAL. THOSE BENCO SHAREHOLDERS WHO ACCEPTED THE ODD LOT OFFER PRIOR TO THE CLOSE OF BUSINESS ON WEDNESDAY,
19 APRIL 2000 AND WHO ACQUIRED ADDITIONAL BENCO SHARES TO TOP UP THEIR HOLDINGS TO 2 087 BENCO SHARES, WILL RECEIVE 100 TRANS HEX SHARES PURSUANT TO THE IMPLEMENTATION OF THE SCHEME. 4. STOCK EXCHANGE LISTINGS
THE LISTING OF BENCO SHARES ON THE JOHANNESBURG STOCK EXCHANGE (THE "JSE") WILL BE TERMINATED WITH EFFECT FROM THE CLOSE OF BUSINESS ON THURSDAY, 20 APRIL 2000 THE TRANS HEX SHARES ISSUED IN TERMS OF THE SCHEME CONSIDERATION WILL BE LISTED ON THE JSE AND THE NAMIBIAN STOCK EXCHANGE WITH EFFECT FROM TUESDAY, 25 APRIL 2000. CAPE TOWN 20 APRIL 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 (REGISTRATION NUMBER 98/21556/07) 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) 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 ATTORNEYS TO TRANS HEX BRINK COHEN LE ROUX & ROODT INC ATTORNEYS (REGISTRATION NUMBER 93/04501/21)

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