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Genbel South Africa Limited - Genbel announcement
Genbel South Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 1949/032379/06)
Share Code: GBL ISIN No: ZAE 000010054
("Genbel")
Proposed scheme of arrangement in terms of Section 311 of the Companies Act
No. 61 of 1973 (as amended) proposed by Genbel Securities Limited ("Gensec")
between Genbel and its shareholders ("the scheme")
1. Introduction
Further to the announcement published on 29 April 2002 ("the announcement"),
the Genbel board of directors wishes to announce that on Monday, 3 June
2002, the High Court of South Africa (Witwatersrand Local Division) ("the
court") granted leave to convene a meeting of Genbel shareholders
("shareholders"), to consider the scheme ("the scheme meeting").
2. DOCUMENTATION AND IMPORTANT DATES AND TIMES
In accordance with the court`s order, the scheme meeting will be held
subsequent to obtaining the unconditional approval of the Competition
Tribunal, and subsequent to the determination of the cash consideration
payable to shareholders by Gensec in terms of the scheme. The application
for the consideration of the scheme by the Competition authorities has been
lodged and is being processed.
The total cash consideration payable to shareholders will be an amount equal
to 97% of the net asset value ("NAV") of Genbel ("the cash consideration").
Such NAV will be determined by Rand Merchant Bank`s Corporate Finance
Division ("RMB") during a five business day period prior to the scheme
meeting. Full details of the formula that will be applied in determining the
Genbel NAV will be included in the circular referred to below. An
announcement in respect of the cash consideration will be made on the
relevant stock exchange news services at least one business day prior to the
scheme meeting, as well as in the Sunday Times and Rapport on 11August 2002
and in the Business Day and Die Beeld on 12 August 2002. If there is any
change in these dates, appropriate announcements will be made in the press.
A circular in respect of the scheme, including the important dates and
times, has been prepared and will be posted to shareholders once the
Competition Tribunal ruling in respect of the scheme has been obtained. It
is expected that the circular will be posted by 22 July 2002.
3. SALIENT DATES AND TIMES
An announcement relating to the salient dates and times of the scheme will
be published following the issuing by the Competition Tribunal of its
decision in respect of the scheme.
Johannesburg
5 June 2002
Corporate adviser to Gensec
Gensec Bank Limited
(Registration number 1996/004744/06
Corporate law advisers to Gensec
Hofmeyr Herbstein & Gihwala Inc.
(Registration number 1997/001523/21
Merchant bank to Genbel and transactional sponsor
Corporate law advisers and consultants to Genbel
Sponsoring broker in Namibia
Hendrik Lombard trading as
Member of the Namibian Stock Exchange
Competition lawyers to Genbel and Gensec
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