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TRANS HEX GROUP LIMITED - Acquisition update and withdrawal of cautionary

Release Date: 29/10/2013 15:40
Code(s): TSX     PDF:  
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Acquisition update and withdrawal of cautionary

Trans Hex Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
("Trans Hex" or "the Company")

FURTHER UPDATE IN RESPECT OF THE ACQUISITION OF
NAMAQUALAND MINES AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT

Shareholders are referred to the cautionary announcement
released on SENS on 16 October 2013, wherein Trans Hex
advised that, with reference to the proposed acquisition
by Trans Hex’s 50% held company, Emerald Panther
Investments 78 (Pty) Limited (“EPI”), of Namaqualand
Mines (“NM”) from De Beers Consolidated Mines Limited
(“DBCM”), discussions surrounding the agreement between
DBCM and the State regarding the State’s 20% interest in
NM were continuing.

Trans Hex is now pleased to announce that it has reached
agreement with DBCM on how the parties will address the
above outstanding issue to close the transaction. The
sale agreement between DBCM, EPI and Trans Hex will be
amended to provide for:

  - the creation of a Special Purpose Vehicle (“SPV”),
     which will be capitalized by DBCM, to house the 20%
     interest on behalf of the State or its nominee;
  - the SPV will be included in the shareholding
     structure of EPI as a 20% shareholder upon closing
     of the transaction (at which point the equity of all
     EPI shareholders will reduce pro-rata); and
  - Trans Hex will engage directly and expeditiously
     with the State to agree the manner in which the
     State will hold its housed 20% interest in NM.

Trans Hex also announces that EPI has secured funding of
R189 million from the Industrial Development Corporation
towards initial capital and operating costs of NM, and a
rehabilitation insurance instrument, approved by the
Department of Mineral Resources, of R166 million, with
the effect that Trans Hex’s own direct financial
commitment to the NM transaction will now be in the order
of R60 million.

As previously reported, Trans Hex will be the operator at
NM and will receive management and marketing fees
totaling 5.5% of sales.

Shareholders are further advised that, following new
guidance received from its advisers, Trans Hex has
obtained confirmation from the JSE that the proposed
transaction is not a category 1 transaction, nor does it
constitute a related party transaction, in terms of the
Listing Requirements of the JSE Limited. Consequently,
Trans Hex is not required to obtain shareholder approval
of the proposed transaction, or to publish the financial
effects thereof in terms of the Listings Requirements.

Implementation   of  the   transaction   however  remains
conditional upon approval of certain aspects of the
proposed transaction by Trans Hex shareholders in general
meeting in terms of the regulatory requirements of the
Companies Act No 71 of 2008. In this regard, Trans Hex
will shortly issue a circular to shareholders.

Withdrawal of cautionary announcement

Trans Hex will keep shareholders advised of progress, but
having regard to the information contained in this
announcement shareholders need no longer exercise caution
when dealing in the Company’s securities.

For and on behalf of the board
Cape Town
29 October 2013

Transactional Attorneys to Trans Hex
Bowman Gilfillan Attorneys Inc

JSE Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)

Date: 29/10/2013 03:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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