Offer by Gensec

RNS Number:1932V
Genbel South Africa Ld
29 April 2002



                          GENBEL SOUTH AFRICA LIMITED

                 (Incorporated in the Republic of South Africa)

                      (Registration Number 1949/032379/06)

                                 JSE Code: GBL

                               ISIN: ZAE000010054

                                   ("Genbel")

                      OFFER TO THE SHAREHOLDERS OF GENBEL

1. INTRODUCTION

Further to the cautionary announcement renewed by Genbel on 20 March 2002, the
Genbel board of directors ("Genbel board") wishes to announce that, subject to
the fulfilment of the conditions precedent referred to in paragraph 10 below,
agreement has been reached between Genbel Securities Limited ("Gensec") and
Genbel in terms of which Gensec will extend an offer to the shareholders of
Genbel ("Genbel shareholders") for the acquisition of all of their Genbel shares
for a consideration as described in paragraph 4 below ("the offer").

The offer will be implemented by means of a scheme of arrangement in terms of
Section 311 of the Companies Act, 1973 (No 61 of 1973), as amended ("the
scheme").

Gensec, through its wholly owned subsidiary Gensec Bank Limited, currently holds
11 956 261 Genbel shares, being 27,24% of Genbel's issued share capital.

2. RATIONALE

The Genbel board has, over the past 12 months, considered alternatives for the
future strategy of Genbel. The need for restructuring arose from the
introduction of Capital Gains Tax ("CGT") and the persistent discount to net
asset value ("NAV") at which the Genbel share price has been trading.

In terms of CGT legislation, Genbel will be liable for CGT on the realised gains
on its capital portfolio and its shareholders will also be taxed on capital
gains on their investment in Genbel. Investment gains in unit trusts and certain
other investment entities are not taxed in those entities and these unit holders
will thus only be liable for CGT on their capital investment. This puts
investors in Genbel at a relative disadvantage.

The tax inefficiency, together with the persistent discount to NAV at which
Genbel has been trading, led the Genbel board to conclude that it is no longer
competitive for Genbel to remain a closed-ended investment trust.

3. RESTRUCTURING INITIATIVES

The Genbel board's aim with any restructuring is to maximise value for Genbel
shareholders. The Genbel board's initiatives began with the appointment of
advisers to identify and evaluate alternative strategies available to Genbel.
The resultant alternatives considered by the Genbel board included:


        - conversion to a unit trust;

        - unbundling and voluntary liquidation;

        - sale of certain of Genbel's unlisted assets; and

        - evaluating offers or partial offers for the company.

Various regulatory, tax and practical issues which would have impaired
shareholder value were identified in respect of the above alternatives. After
careful consideration of these issues, the Genbel board has concluded that the
implementation of the offer is the most effective and efficient method of
achieving the objective of delivering maximum value for Genbel shareholders.

4. CONSIDERATION

The total consideration will be a cash payment equal to 97% of the NAV of Genbel
as determined by Rand Merchant Bank's Corporate Finance Division ("RMB") during
the five business days subsequent to the fulfilment of the conditions precedent
in respect of the offer ("the offer consideration"). The NAV of Genbel will be
adjusted to take into account the cancellation of the treasury shares referred
to in paragraph 7 below and for costs in respect of the offer of approximately
R5 million.

Full details of the formula which will be applied in determining the Genbel NAV
will be included in the circular referred to in paragraph 12 below.

5. FINANCIAL EFFECTS OF THE OFFER

The table below reflects the financial effects of the offer on Genbel
shareholders based on the market value of Genbel, the Genbel NAV and the pro
forma offer consideration, based on the formula referred to in paragraph 4
above, as at 24 April 2002, being the last practicable date prior to
finalisation of this announcement.

Genbel NAV (cents per share)*                                              1 672
Market value (cents per share)                                             1 400
Discount to Genbel NAV (%)                                                  16.3
Pro forma offer consideration (cents per share)                            1 621
Discount to Genbel NAV (%)                                                   3.1
Premium to market value (%)                                                 15.8
* Adjusted for the costs referred to in paragraph 4 above.

The financial effects as reflected above have been prepared for illustrative
purposes only. The final offer consideration will be calculated in terms of
paragraph 4 above and Genbel shareholders will be informed of the final terms
and financial effects of the offer by means of an announcement on SENS and in
the press.

6. OPINIONS AND RECOMMENDATIONS

RMB has been appointed to advise an independent sub-committee of the Genbel
board as to whether the terms and conditions of the offer are fair and
reasonable to Genbel shareholders. The independent sub-committee's opinion in
this regard will be included in the circular referred to in paragraph 12 below.

7. APPLICATION FOR THE DELISTING OF TREASURY SHARES

Genbel purchased 4 536 741 Genbel shares held as treasury shares by Gensa
Trading Limited, a wholly owned subsidiary of Genbel. Application will be made
to the JSE Securities Exchange South Africa ("JSE") and the Namibian, London and
Brussels Stock Exchanges for the delisting of these shares.

8. TERMINATION OF GENBEL'S LISTINGS

Application will be made for the termination of Genbel's listing on the JSE and
the Namibian, London and Brussels stock exchanges with effect from the operative
date of the scheme.

9. CASH CONFIRMATION

It has been confirmed to the Securities Regulation Panel ("SRP") that Gensec has
sufficient cash resources to satisfy its financial obligations in respect of the
offer.

10. CONDITIONS PRECEDENT

The offer is subject to the normal conditions precedent that would be applicable
to a transaction of this nature including, inter alia, the following:


    - final approval of the Registrar of Banks to the extent required;

    - approval of the JSE and Namibian, London and Brussels Stock Exchanges, the
    South African Reserve Bank and any other regulatory authorities, to the
    extent required;

    - unconditional approval by the Competition Tribunal; and

    - cancellation of the treasury shares.

11. GENBEL SHAREPLAN

Participants in the Genbel SharePlan shall be treated in the same manner as the
other Genbel shareholders in terms of the offer. The circular referred to in
paragraph 12 below will contain information and instructions in respect of the
impact of the offer on Genbel SharePlan participants.

12. FURTHER DOCUMENTATION

Documentation in respect of the offer is in the process of being prepared, and a
circular, which is subject to the approval of the JSE and SRP, will be mailed to
Genbel shareholders within 30 days of the date of this announcement (or, with
the consents of the JSE and the SRP, as soon as possible thereafter).

Further announcements, including the salient dates pertaining to the offer, will
be published on SENS and in the press in due course.

13. CONTACT DETAILS

Toll-free numbers available within South Africa
Genbel Helpdesk                               0800 00 49 35
Facsimile                                     0800 00 49 36
Genbel SharePlan Administrator                0800 00 31 30
Internet address                              www.genbel.com
E-mail address                                [e-mail]

Johannesburg

29 April 2002

UK Secretaries:

Project Consultants Limited

Walnut House

Walnut gardens

Claydon

Banbury

Oxon OX17 1NA

Merchant bank and transactional sponsor to Genbel

RAND MERCHANT BANK

Corporate advisor to Gensec

GENSEC BANK Limited

Sponsoring broker in Namibia

Hendrik Lombard

Member of the Namibian Stock Exchange Trading as Simonis Storm Securities

Corporate law advisors to Gensec

HOFMEYR ATTORNEYS

Corporate law advisors and consultants to Genbel

EDWARD NATHAN & FRIEDLAND

Competition lawyers to Genbel and Gensec

WEBBER WENTZEL BOWENS



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