THE PROPOSED ACQUISITION BY THE BIDVEST GROUP LIMITED OF THE ENTIRE ISSUED

SHARE CAPITAL OF I-FUSION
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06
I-Fusion Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/013542/06)
("I-Fusion")

THE PROPOSED ACQUISITION BY THE BIDVEST GROUP LIMITED OF THE ENTIRE ISSUED
SHARE CAPITAL OF I-FUSION
1. INTRODUCTION

Further to the cautionary announcement dated 06 August 2001, Investec Bank
Limited is authorised to announce that The Bidvest Group Limited or a
subsidiary thereof ("Bidvest"), will, subject to the fulfillment of certain
conditions precedent, referred to in paragraph 7 below, extend an offer to
the shareholders of I-Fusion, other than the 77.31% of the issued share
capital of I-Fusion held by Bidvest ("the minorities") to acquire all their
I-Fusion shares ("the offer") in terms of Section 440K of the Companies Act,
1973 (Act 61 of 1973), as amended ("the Act") or propose a scheme of

arrangement in terms of section 311 of the Act ("scheme"), pursuant to which
I-Fusion will become a wholly owned subsidiary of Bidvest.

The board of directors of I-Fusion have appointed Barnard Jacobs Mellet
Corporate Finance (Pty) Ltd as an independent advisor, and  accordingly,
they will issue an opinion in due course.
2. RATIONALE FOR THE OFFER

In light of the difficult trading conditions reflected in the audited
results for the year ended 30 June 2001, published in the press on 10 August
2001, and given the negative sentiment towards small market capitalisation
companies on the JSE Securities Exchange South Africa ("the JSE"), the lack
of trade in I-Fusions' shares, and it being unlikely that these factors will
improve significantly in the short to medium term, there appears to be
little justification for the continued listing of I-Fusion.
3. OFFER CONSIDERATION

The offer consideration payable for each I-Fusion share by Bidvest in terms
of the offer will be a cash payment of R0.45 (forty-five cents) per I-Fusion
share.
4. FINANCIAL EFFECTS

The table below sets out the financial effects of the offer on an I-Fusion
shareholder, based on the audited results of I-Fusion for the year ended 30
June 2001:

                                             Before   After   Change

                                                              %
Attributable market value:

-     03 August 2001 (cents) (1)             36.00    45.00   25.00

30-day volume weighted average (cents) (2)   41.00    45.00   9.76

60-day volume weighted average (cents) (3)   42.00    45.00   7.14
Tangible net asset value per

 I-Fusion share (cents)                      47.10    45.00   (4.46)
Headline (loss)/earnings per

 I-Fusion share                              (2.70)   3.25    220.37
Notes:

(1) The closing market price of I-Fusion shares on 03 August 2001, being the
trading day immediately preceding the publication of the cautionary
announcement.

(2) The volume weighted average traded price of I-Fusion shares over the 30
trading days up to and including the 03 August 2001.

(3) The volume weighted average traded price of I-Fusion shares over the 60
trading days up to and including the 03 August 2001.

The financial effects have been based on the assumptions below:

- the tangible net asset value per I-Fusion share published in the audited
results of I-Fusion for the year ended 30 June 2001; and

- the headline loss per I-Fusion share published in the audited results of I-
Fusion for the year ended 30 June 2001, which is compared to the after-tax
interest which an I-Fusion shareholder would have earned, had an amount
equivalent to the offer consideration been invested for a 12-month period
from 01 July 2000 to 30 June 2001 at an after-tax interest rate of 7.0% per
annum, compounded monthly.
5. CASH CONFIRMATION

It has been confirmed to the Securities Regulation Panel ("SRP") that
Bidvest has sufficient facilities available to satisfy the full obligation
of the offer.
6. IRREVOCABLE UNDERTAKINGS

Shareholders holding 24 302 712 I-Fusion shares representing 73.29% of the
minorities have irrevocably undertaken to accept the offer in respect of all
their shares in I-Fusion.
7. CONDITIONS PRECEDENT

The offer is conditional, inter alia, upon the following:

- the approvals, insofar as may be necessary, of the appropriate

documentation by the JSE; the SRP and the Exchange Control Division of the
South African Reserve Bank; and

- the offer or scheme, whichever is applicable, will be conditional upon,
inter alia, the

acceptance of the offer by at least 90% of the minorities or the approval by
at least

75% of the minorities present and voting at the scheme meeting.
8. FURTHER ANNOUNCEMENTS

An announcement setting out the salient details of the offer and the

mechanics thereof will be published in the press in due course.
Johannesburg
15 August 2001