RNS Number:9253Y
Genbel South Africa Ld
22 July 2002


GENBEL SOUTH AFRICA LIMITED

(Incorporated in the Republic of South Africa) (Registration number 1949/032379/
06) Share Code: GBL    ISIN No: ZAE 000010054

("Genbel")

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 detailed announcement published on 29 April 2002, the Genbel
board of directors wishes to announce that on Monday, 3 June 2002, the High
Court of South Africa (Witwatersrand Local Division) granted leave to convene a
scheme meeting of shareholders of Genbel, to consider the scheme.

The scheme meeting will be held on Tuesday, 13 August 2002 at 10:00 at the
registered offices of Genbel, 3A Summit Road, Dunkeld West, Johannesburg.

2. Salient dates and times of the scheme
                                                                  2002
Last day to trade in Genbel shares on the JSE,

LSE and NSX in order to vote at the scheme

meeting, by close of trade on the JSE, LSE                        Thursday, 1 August

and NSX on

Start date                                                        Friday, 2 August

Record date to determine those Genbel

shareholders entitled to vote at the scheme                       Thursday, 8 August

meeting, by close of business on

Determination date                                                Thursday, 8 August

Announcement of cash consideration published in                   Sunday, 11 August and

the press                                                         Monday, 12 August

Last day to lodge form of proxy for the scheme                    Monday, 12 August

meeting, by 10:00 on (forms of proxy may also

be handed to the chairperson of the scheme

meeting up to 10 minutes before it commences)

Genbel scheme meeting held at 10:00 on                            Tuesday, 13 August

Results of scheme meeting announced on SENS on                    Tuesday, 13 August

Court hearing to sanction the scheme expected

to be at 10:00 or as soon thereafter as Counsel                   Tuesday, 20 August

may be heard on

Announcement on SENS of outcome of court hearing                  Wednesday, 21 August

Last day to trade in shares of Genbel in order to be recorded in
the register on the record date for the scheme on                 Friday, 23 August
                                                                  

Date for suspension of Genbel's listing on the JSE, LSE, BSE and
NSX, from commencement of trade on the JSE on                     Monday, 26 August
                                                                  
Record date to participate in the scheme, by close of trade on    Friday, 30 August
the JSE on

Operative date of the scheme at the                               Monday, 2 September

commencement of business on

Dematerialised shareholders will have their safe custody accounts Monday, 2 September
held by their CSDP or broker credited on

Date from which the cash consideration will

be made available or posted to scheme

participants (subject, in the case of

certificated scheme participants, to documents

of title to Genbel shares having been received

on or prior to the record date for the scheme

or, failing that, within five trading days of                     Monday, 2 September

receipt thereof by the transfer secretaries) on
Expected date for termination of Genbel's

listing on the JSE, LSE, BSE and NSX, from                        Tuesday, 3 September

commencement of trade on the JSE on

Notes:

1. Any variation of the above dates and times, approved as necessary by the JSE,
SRP and/or the Court, will be advised by notification in the press.

2. Shareholders should note that, as Genbel is trading in the STRATE
environment, settlement for trade takes place 5 (five) business days after such
trade. Therefore, shareholders who acquire Genbel shares on the JSE after
Thursday, 1 August 2002 will not be eligible to vote at the scheme meeting.

3. Dematerialised shareholders registered as such on the record date for voting
must provide their Central Securities Depository Participant ("CSDP") with their
instructions for attendance or voting at the scheme meeting in the manner
stipulated in the custody agreement governing the relationship between such
dematerialised shareholder and the CSDP. These instructions must be provided to
the CSDP by the cut-off time and date advised by the CSDP for instructions of
this nature.

4. No dematerialisation or rematerialisation of Genbel share certificates will
take place after Friday, 16 August 2002.

5. All references to times in this document relate to South African local times
unless otherwise stated.

3. Documentation

A circular containing full details of the scheme has been posted to shareholders
on 22 July 2002.

Johannesburg

22 July 2002

Corporate adviser to Gensec

Gensec Bank Limited

(Registration number 1996/004744/06)

Corporate law advisers to Gensec

Hofmeyr Herbstein & Gihwala Inc.

(Registration number 1997/001523/21)

Merchant bank to Genbel and transactional sponsor

Corporate law advisers and consultants to Genbel

Sponsoring broker in Namibia

Hendrik Lombard trading as

Member of the Namibian Stock Exchange

Competition lawyers to Genbel and Gensec


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