Scheme of arrangement

RNS Number:9255Y
Genbel South Africa Ld
22 July 2002

Order of court

In the High Court of South Africa

(Witwatersrand Local Division) CASE NO. 9376/2002

Johannesburg, Monday, 3 June 2002

Before the Honourable Mr Justice Flemming

In the ex parte application of:

Genbel South Africa Limited

(Registration number 1949/032379/06) Applicant

Upon the motion of counsel for the applicant and having read the documents filed
of record and having considered the matter:

IT IS ORDERED THAT:

1. A meeting ("the scheme meeting") of the registered shareholders of the
Applicant reflected in the Applicant's share register and of the beneficial
shareholders of the Applicant reflected as such in the records of the Central
Securities Depositary Participants ("CSDP") both at the close of business on 8
August 2002 be convened by the chairperson referred to in paragraph 2 below in
terms of section 311 of the Companies Act, No. 61 of 1973, as amended ("the
Companies Act"), to be held at the offices of the Applicant, 3A Summit Road,
Dunkeld West, Johannesburg, on Tuesday, 13 August 2002 at 10h00 for the purpose
of considering and, if deemed fit, approving, with or without modification, the
scheme of arrangement proposed by Genbel Securities Limited ("Gensec"), between
the Applicant and its members ("the scheme members") substantially in the form
contained in Annexure D, as amended, to the Founding Affidavit in this matter 
("the scheme of arrangement").

2. Hymie Reuvin Levin, or failing him, any other independent person nominated
for that purpose by Edward Nathan & Friedland (Proprietary) Limited, be and is
hereby appointed as chairperson of the scheme meeting.

3. The chairperson of the scheme meeting is authorised to:

3.1 determine:

3.1.1 whether or not any form of proxy submitted for use at the scheme meeting
should be accepted;

3.1.2 the procedure to be followed at the scheme meeting or any adjournment
thereof;

3.2 adjourn the scheme meeting from time to time if he considers it necessary or
desirable to do so;

3.3 appoint scrutineers for the purpose of the scheme meeting;

3.4 accept the forms of proxy to be handed to the chairperson of the scheme
meeting by not later than 10 minutes before the meeting or adjourned meeting is
due to commence.

4. A notice convening the scheme meeting (substantially in the form contained in
Annexure D, as amended, to the Founding Affidavit) be published once in each of
the Business Day, Die Beeld and Government Gazette, at least two weeks before
the date of the scheme meeting. Such notice shall state:

4.1 the time, date and place of the scheme meeting;

4.2 that the scheme meeting has been summoned for the purposes of considering,
and, if deemed fit, approving with or without modification, the scheme of
arrangement;

4.3 that a copy of this Order of Court, the provisions of the scheme of
arrangement and the explanatory statement in terms of section 312(1) of the
Companies Act, may be obtained on request, free of charge, or inspected during
normal business hours at any time prior to the scheme meeting at the registered
office of the Applicant, 3A Summit Road, Dunkeld West, Johannesburg; and

4.4 that the scheme meeting is convened pursuant to this Order of Court.

5. A copy of:

5.1 the explanatory statement in terms of section 312(1) of the Companies Act,
substantially in the form contained in Annexure D, as amended, to the Founding
Affidavit;

5.2 the scheme of arrangement, substantially in the form contained in Annexure
D, as amended, to the Founding Affidavit;

5.3 the notice convening the scheme meeting, substantially in the form of that
contained in Annexure D, as amended, to the Founding Affidavit;

5.4 the form of proxy, substantially in the form contained in Annexure D, as
amended, to the Founding Affidavit; and

5.5 this Order of Court,

be posted by pre-paid post by the Applicant at least 14 (fourteen) days prior to
the date of the scheme meeting to each registered shareholder of the Applicant
at his/her address as recorded in the register of members of the Applicant and
each beneficial shareholder of the Applicant reflected as such in the records of
the CSDP both at the close of business not more than 4 (four) business days
before the date of such posting.

6. A copy of the documents referred to in paragraph 5 above shall lie for
inspection at the registered office of the Applicant, 3A Summit Road, Dunkeld
West, Johannesburg, during normal business hours for at least 14 (fourteen) days
prior to the date of the scheme meeting.

7. The chairperson of the scheme meeting shall report the results of the scheme
meeting to this Honourable Court on Tuesday, 20 August 2002 at 10h00 or so soon
thereafter as Counsel may be heard.

8. In the report required by this Honourable Court from the chairperson of the
scheme meeting, details should be given of:

8.1 the number of scheme members present in person at the scheme meeting;

8.2 the number of scheme members represented by proxy at the scheme meeting and,
of those, the number represented by the chairperson;

8.3 the number of shares held by all the scheme members;

8.4 any proxies which have been disallowed and the reasons therefor;

8.5 all resolutions passed at the scheme meeting with particulars of the number
of votes cast in favour of and against each such resolution and of any
abstentions, indicating in each case how many votes were cast by the chairperson
in terms of proxies;

8.6 all rulings made and directions given by the chairperson at the scheme
meeting;

8.7 any relevant documents or reports submitted or tabled at the scheme meeting
which relate to the scheme of arrangement, including copies thereof; and

8.8 the main points of any other proposal which was submitted to the scheme
meeting.

9. The chairperson of the scheme meeting shall make available, and the notice of
the scheme meeting which is published and sent to the shareholders of the
Applicant shall include a statement that a copy of the chairperson's report to
this Honourable Court will be available free of charge, to any scheme member on
request for at least seven days prior to the date fixed by this Honourable Court
for the chairperson to report back to it.

10. The Applicant shall also make available for inspection a copy of the
chairperson's report referred to in paragraph 9 above, and in accordance with
the time periods stated in paragraph 9 above, at its registered office, 3A
Summit Road, Dunkeld West, Johannesburg.

11. Any scheme member who holds certificated ordinary shares in the Applicant
and wishes to vote by proxy, should tender as his proxy, the form of proxy
referred to in paragraph 5.4 of this Order of Court. In addition, forms of proxy
may be handed to the chairperson up to 10 minutes before the scheme meeting or
any adjournment thereof is due to commence.

12. Any scheme member who holds dematerialised ordinary shares in the Applicant
through a Central Securities Depositary Participant ("CSDP") or broker and
wishes to vote at the scheme meeting, should timeously inform his CSDP or broker
of his intention to attend and vote at the scheme meeting in order for the CSDP
or broker to issue him with the necessary authorisation to do so or should he
not wish to attend the scheme meeting in person, timeously provide his CSDP or
broker with his voting instructions in order for the CSDP or broker to vote in
accordance with his instruction at the scheme meeting.

13. The report back affidavit shall deal in detail with the steps which were
taken to ensure that the documents referred to in paragraph 5 above were
forwarded to all the registered members of the Applicant at the relevant date
and, in the case where members of the Applicant hold their shares in the
Applicant in dematerialised form, to the beneficial shareholders of the
Applicant.

14. The report back affidavit shall contain details of the steps taken by the
Applicant with regard to any hedging strategies implemented to stabilise the net
asset value of the Applicant during the determination period.

15. The chairperson of the scheme meeting shall make available, and the notice
of the scheme meeting which is published and sent to shareholders of the
Applicant shall include a statement that a copy of the valuation by RMB and
RMB's working papers in respect of such valuation will be available free of
charge at the Applicant's registered office to any scheme member on request for
the period from the date of the scheme meeting until the date on which the
scheme is sanctioned by this Honourable Court.

BY ORDER OF THE COURT

Registrar

3 June 2002

KNOWLES HUSAIN INCORPORATED

Applicant's Attorneys

4th Floor, The Forum Building

2 Maude Street, Sandton 2196

Tel: [phone]

Fax: [phone]

DX: 42 Sandton Square

Refer: Mr T Dalrymple




                      This information is provided by RNS
            The company news service from the London Stock Exchange