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Trans Hex Group Limited - Results of general meeting and implementation of
odd-lot offer
Trans Hex Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX ISIN: ZAE000018552
("Trans Hex")
Results of general meeting and implementation of odd-lot offer
1. Introduction
It was announced on Tuesday 7 May 2002 that the board of directors of Trans
Hex would be proposing an odd-lot offer to shareholders of Trans Hex
("shareholders") who hold fewer than 100 shares in Trans Hex ("shares") at
the close of business on Friday 31 May 2002.
2. Results of general meeting
Shareholders are advised that at the general meeting held on Friday 10 May
2002, special resolutions numbers 1 and 2 and the ordinary resolution
proposed thereat were passed by the requisite majority of shareholders. The
special resolutions have been lodged with the Registrar of Companies for
registration.
3. Offer price
The odd-lot offer will be implemented at an offer price of R17.02 per share,
which is the weighted average traded price of Trans Hex shares on the JSE
Securities Exchange South Africa over the 30 trading days ended Tuesday 7
May 2002.
4. Mechanism of the odd-lot offer
4.1. The odd-lot offer will be implemented on the basis that the odd-lot
holders may, up to 16:30 on Wednesday 29 May 2002, elect to:
4.1.1. purchase or subscribe for sufficient additional shares at the offer
price to increase their odd-lot holdings to holdings of 100 shares ("the
purchase alternative"); or
4.1.2. sell their odd-lot holdings at the offer price ("the cash
alternative"); or
4.1.3. retain their odd-lot holdings.
4.2. The shares of those odd-lot holders who do not make an election or who
do not instruct their CSDP or broker as to which election they wish to make
or who elect the cash alternative or who instruct their CSDP or broker that
they wish to elect the cash alternative will be sold in the first instance
to those odd-lot holders who elect the purchase alternative and any surplus
shares will be purchased by Barnard Jacobs Mellet Private Client Services
(Proprietary) Limited ("Barnard Jacobs Mellet").
4.3. To the extent that the number of shares being sold is insufficient to
meet the aggregate requirement of those odd-lot holders who elect the
purchase alternative, Trans Hex will issue new shares to the odd-lot holders
in question at the offer price.
4.4. Barnard Jacobs Mellet has agreed with Trans Hex, for the purpose of the
odd-lot offer, to purchase, at the offer price, any surplus shares. The
surplus shares will then be sold on the JSE and any profit or loss or
transaction costs resulting from such sales will be for the account of Trans
Hex.
5. Salient dates
The salient dates in respect of the odd-lot offer are as follows:
2002
Last day to trade in order to participate in
the odd-lot offer on Friday 24 May
Election date for dematerialised shareholders
to advise their CSDP or broker of their election Wednesday 29 May
Form of election and surrender for the
odd-lot offer to be received from certificated
shareholders by 16:30 on Wednesday 29 May
Record date to determine those shareholders
entitled to participate in the odd-lot offer
and closing date for the odd-lot
offer at the close of business on Friday 31 May
Implementation of the odd-lot offer
takes effect after close of business on Friday 31 May
In respect of certificated shareholders, new
share certificates posted against surrender
of existing documents of title, from Monday 3 June
Dematerialised shareholders will have
their safe custody accounts held at their
CSDP or broker updated with their new holding
and debited/credited with the cash amount, as the
case may be on Monday 3 June
Cheques in respect of the sale by odd-lot
holders of odd-lot holdings posted on or about Monday 3 June
Share certificates may not be dematerialised or rematerialised between
Monday 20 May 2002 and Friday 31 May 2002, both days inclusive.
6. Documentation
A document setting out the details of the odd-lot offer and containing a
form of election and surrender was posted to shareholders on 16 April 2002.
Parow
14 May 2002
Sponsor to Trans Hex
in South Africa
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate Finance
Sponsoring broker to
Trans Hex in Namibia
IJG (Pty) Ltd
Legal adviser
Deneys Reitz Inc
1984/003385/21
Adviser
Barnard Jacobs Mellet
Corporate Finance
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