Scheme of arrangement

RNS Number:7684Z
Genbel South Africa Ld
12 August 2002


                          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.

Shareholders registered on the UK register will receive payment in sterling
converted at a rate on 8 August 2002 of 15.95935 Rand equal to #1 sterling. This
will equate to a cash consideration of 93.29954 pence per share.

3. CONDITIONS PRECEDENT

The scheme is subject to the fulfillment 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

London Secretary

Project Consultants Limited

Walnut House

Walnut Gardens

Claydon

Banbury

Oxon OX17 1NA



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

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