BE02 Morg.st.b.v 24

RNS Number:8191W
Genbel South Africa Ld
5 June 2002



                          GENBEL SOUTH AFRICA LIMITED

                 (Incorporated in the Republic of South Africa)

                      (Registration number 1949/032379/06)

                        Share code GBL ISIN ZAE00010054

                                   ("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 11 August 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



London Secretaries

Project Consultants Limited

Walnut House

Walnut Gardens

Claydon

Banbury

Oxon

OX17 1NA



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