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GENBEL SOUTH AFRICA LIMITED - CONSIDERATION IN RESPECT OF THE SCHEME OF
ARRANGEMENT
GENBEL SOUTH AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1949/032379/06)
Share code: GBL ISIN: ZAE 00010054
("Genbel")
Consideration in respect of the scheme of arrangement
1. INTRODUCTION
Rand Merchant Bank ("RMB") is authorised to announce the consideration payable
to Genbel shareholders in terms of the scheme of arrangement proposed by Genbel
Securities Limited between Genbel and its shareholders ("the scheme"). Full
details of the scheme and the formula to be applied in determining the scheme
consideration are contained in the circular posted to Genbel shareholders on
Monday, 22 July 2002.
2. SCHEME CONSIDERATION
In terms of the scheme, the total cash consideration payable to Genbel
shareholders is equal to 97% of the net asset value ("NAV") of Genbel as
determined by RMB`s Corporate Finance Division during the five business day
period ending on Thursday, 8 August 2002.
Based on RMB`s determination of NAV in terms of the methodology contained in the
scheme circular, Genbel shareholders will receive an amount of 1 489 cents in
cash per Genbel share held on the record date for the scheme, which is expected
to be Friday, 30 August 2002. A document setting out RMB`s calculations in
respect of the NAV determination is available for inspection at the registered
office of Genbel, 3A Summit Road, Dunkeld West, Johannesburg.
3. CONDITIONS PRECEDENT
The scheme is subject to the fulfilment of the following outstanding
conditions precedent:
- the approval of the scheme by a majority representing not less than 75% of the
votes exercisable by scheme members at the scheme meeting;
- the High Court of South Africa (Witwatersrand Local Division) sanctioning the
scheme; and
- a certified copy of the Order of Court sanctioning the scheme being registered
by the Registrar of Companies.
4. FINANCIAL EFFECTS OF THE SCHEME
The table below reflects the financial effects of the scheme on Genbel
shareholders based on the market value of Genbel shares and the Genbel NAV as at
8 August 2002.
Genbel NAV (cents per share) 1 528
Market value (cents per share) 1 431
Discount to Genbel NAV (%) (6.3)
Scheme consideration (cents per share) 1 489
Discount to Genbel NAV (%) (2.5)
Premium to market value (%) 4.1
5. Scheme meeting
Genbel shareholders are reminded that the scheme meeting will be held at 10:00
on Tuesday, 13 August 2002 at the registered office of Genbel, 3A Summit Road,
Dunkeld West, Johannesburg.
Johannesburg
11 August 2002
Corporate adviser to Gensec
GENSECBANK
Gensec Bank Limited
(Registration number 1996/004744/06)
Merchant bank to Genbel and transactional sponsor
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate Finance
Sponsoring broker in Namibia
Hendrik Lombard trading as
SIMONISSTORM Securities
Member of the Namibian Stock Exchange
Corporate law advisers to Gensec
Hofmeyr Attorneys
Hofmeyr Herbstein & Gihwala Inc.
(Registration number 1997/001523/21)
Corporate law advisers and consultants to Genbel
Edward Nathan &Friedland
Corporate Law Advisors & Consultants
Competition lawyers to Genbel and Gensec
Webber Wentzel Bowens
Date: 12/08/2002 07:51:00 AM Produced by the JSE SENS Department
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