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Vogelstruisbult. (VOGS)

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Thursday 04 May, 2000

Vogelstruisbult.

Advance Liquidation Distribution

Vogelstruisbult Metal Hldgs Limited
4 May 2000

VOGELSTRUISBULT METAL HOLDINGS LIMITED
(Registration number 05/04346/06)
(Incorporated in the Republic of South Africa)
('Vogels' or 'the company')
Distribution of the residual cash resources in anticipation of winding-up and
voluntary winding-up by the members and delisting

1. Introduction and rationale
It was announced on 19 April 2000 that the board of directors of Vogels
('the directors') had resolved to proceed with a members' voluntary winding-up
of Vogels in terms of sections 349 and 350 of the South African Companies Act,
1973 (Act 61 of 1973), as amended.
The company has disposed of its non-cash assets and its assets at the date of
this announcement consist of cash of approximately R296 million.
Vogels no longer carries on any business, other than managing the
aforementioned cash and, accordingly, the directors consider that it is in
the best interests of shareholders for the company to distribute its surplus
cash to its shareholders and for the company to be voluntarily wound-up by
its members.

2. Mechanics of the liquidation distributions and the voluntary winding-up
The directors propose, after discharging all of Vogels' known liabilities,
that Vogels makes a cash payment of R15,00 per share on Monday 19 June 2000
('the advance liquidation distribution') to shareholders registered as such
on Friday 9 June 2000 ('the record date'). Subject to the conditions
precedent, as set out in paragraph 4 below, the advance liquidation
distribution will comprise of a return of share premium and non-distributable
reserves and a dividend.

The directors intend that all known liabilities of Vogels will have been
discharged before the advance liquidation distribution. However,
the directors are of the view that it is prudent for Vogels to retain an
amount of cash to cover any liabilities that may come to light during the
voluntary winding-up process.

After payment of the advance liquidation distribution, the settlement of any
liability of Vogels which may arise and the costs associated with the
voluntary winding-up, the remaining cash will be distributed to shareholders
by way of a final liquidation distribution
('the final liquidation distribution').
It is proposed that the listings of Vogels shares on the
Johannesburg Stock Exchange ('JSE') and the London Stock Exchange ('LSE')
be suspended at the close of trading on the record date and terminated
as soon as possible after payment of the final liquidation distribution.

3. Amendments to the articles of association
To facilitate the advance liquidation distribution and the voluntary
winding-up, resolutions will be proposed at the general meeting to amend
Vogels' articles of association:

- to enable the advance liquidation distribution to be made out of the share
premium account and the non-distributable reserves of the company; 
- to reduce the forfeiture period for unclaimed dividends from 12 years to
three years; and
- to provide for the forfeiture of unclaimed liquidation distributions after
three years.

4. Conditions precedent

4.1 The payment of the advance liquidation distribution is conditional upon:
- the approval by shareholders at the general meeting of the necessary
special and ordinary resolutions to amend Vogels' articles of association
to enable the advance liquidation distribution to be made out of the
company's share premium and non-distributable reserves, to authorise the
payment of the advance liquidation distribution and to place the company
into voluntary winding-up; and
- the registration by the Registrar of Companies of the special resolutions
referred to above.

4.2 The voluntary winding-up is conditional upon:
- the approval by the shareholders at the general meeting of the necessary
special and ordinary resolutions to place the company into voluntary
winding-up; and
- the registration by the Registrar of Companies of the special resolutions
referred to above.

5. General meeting
A general meeting of shareholders will be held at 11:00 on Wednesday
7 June 2000 to consider, and if deemed fit, pass, with or without
modification, the special and ordinary resolutions necessary to amend the
articles of association and implement the advance liquidation distribution
and the voluntary winding-up of Vogels.

6. Financial effects
The effect of the voluntary winding-up on the net asset value ('NAV')
per share in the hands of shareholders is set out in the table below:
                        Actual(1)   Estimate at the 
                                    general meeting date (2)(3)
NAV (cents per share)   1 547       1 590

Notes:
(1) The actual NAV per share is based on the unaudited interim financial
statements of Vogels at 31 December 1999.
(2) This NAV takes into account the interest to be earned and all anticipated
costs to be incurred by Vogels associated with the voluntary winding-up of
Vogels.
(3) Shareholders will receive an advance liquidation distribution of
R15,00 per share and a final liquidation distribution after the approval of
the final liquidation and distribution account.

7. Opinions, recommendations and undertakings
The directors are of the view that the best way to unlock the remaining value
in Vogels is to liquidate the company by way of a members' voluntary
winding-up.

The directors, accordingly, recommend that shareholders vote in favour of all
the resolutions to be proposed at the general meeting to approve the
amendments to Vogels' articles of association, the advance liquidation
distribution and the voluntary winding-up.

The directors who hold Vogels shares intend to vote in favour of all the
resolutions to be proposed at the general meeting in respect of all the
Vogels shares they hold.

8. Important times and dates
                                                           2000
Last day for lodging forms of proxy by no later than
11:00 on                                                   Tuesday 6 June
General meeting to be held at 11:00 on                     Wednesday 7 June
Record date for shareholders to be registered as such
in order to participate in the advance liquidation
distribution by the close of business on                   Friday 9 June
Suspension of the listings of Vogels shares on the JSE
and the LSE at the close of trading on                     Friday 9 June
Payment of the advance liquidation distribution to
shareholders who are registered as such on the record date,
on or about                                                Monday 19 June

All the above times are South African local time and any amendments to the
times and dates will be published in the press. Vogels share transactions
on the JSE and LSE from Monday 5 June 2000 until Friday 9 June 2000 will be
for immediate settlement.

9. Documentation
A circular setting out the full details of the proposed amendments to the
articles of association, the advance liquidation distribution and the
voluntary winding-up will be posted to shareholders on or about
Tuesday 16 May 2000.

Johannesburg
4 May 2000

RMB RESOURCES
A Division of Firstrand Bank Limited
Sponsoring broker
Standard Equities (Proprietary) Limited
(Registration number 1972/008305/07)
(Member of the Johannesburg Stock Exchange)
Legal adviser
Bowman Gilfillan Inc.
Reg. No. 98/21409/21

                                                                                                                                                                                                      

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