ARIES - ACQUISITION AND FURTHER CAUTIONARY ANNOUNCEMENT

ARIES INVESTMENTS HOLDINGS LIMITED
(FORMERLY ARIES PACKAGING LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 81/03665/06)
("ARIES" OR "THE COMPANY")
ACQUISITION AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION

ABN AMRO SECURITIES (SOUTH AFRICA) (PTY) LTD IS AUTHORISED TO ANNOUNCE THAT,
FURTHER TO THE CAUTIONARY ANNOUNCEMENT DATED 25 FEBRUARY 1999, AND SUBJECT TO
THE FULFILMENT OF THE CONDITIONS PRECEDENT SET OUT IN PARAGRAPH 6, ARIES, HAS
ACQUIRED 51% OF CORRUBOARD (PTY) LTD AND 51% OF CORRUPROP CC, WITH EFFECT FROM
1 JANUARY 1999, IN TERMS OF THE AGREEMENTS DATED 1 MARCH 1999.
2. THE NATURE OF THE BUSINESS

CORRUBOARD WAS ESTABLISHED IN CAPE TOWN IN 1995 AND CARRIES ON THE BUSINESS OF
MANUFACTURING CORRUGATED BOARD AS THE ONLY DEDICATED CORRUGATED SHEET SUPPLIER.
IT HAS, FURTHERMORE, DEVELOPED SOFTWARE FOR THE PURPOSE OF OPERATING ITS
EQUIPMENT AND INTERFACING WITH ITS CUSTOMERS. CORRUPROP OWNS THE LAND AND
BUILDING WHICH HOUSES THE CORRUBOARD OPERATION.
3. THE TERMS OF THE AGREEMENT

THE PURCHASE CONSIDERATION IS R2 000 051,00 (TWO MILLION AND FIFTY ONE RAND) TO
BE SETTLED IN CASH, WHICH CONSIDERATION IS PAYABLE TO JOHAN STEENEKAMP FAMILY
TRUST FOR THE EQUITY IN BOTH CORRUBOARD AND CORRUPROP.
4. RATIONALE FOR THE ACQUISITION

OWNERSHIP OF CORRUBOARD WILL ENABLE ARIES PACKAGING, A SUBSIDIARY OF ARIES, TO
USE ITS EXISTING BOARD MACHINE AS A SPECIALISED PRODUCER OF SINGLE-FACE, B-,
E-, AND F-FLUTE SHEETS, WHICH ARE MAINLY USED BY ITS CARTON AND PRINT, AND
SCREENPRINT DIVISIONS. THE TOTAL COMBINED TONS OF PAPER BOUGHT BY ARIES
PACKAGING AND CORRUBOARD WILL ENABLE ARIES TO NEGOTIATE BETTER PAPER PRICES
FROM SUPPLIERS, A DISTINCT COMPETITIVE ADVANTAGE. OWNERSHIP OF CORRUBOARD WILL
ALSO GIVE ARIES PACKAGING THE OPPORTUNITY TO BUILD CO-OPERATIVE VENTURES WITH
SHEET PLANTS NATIONALLY. FURTHERMORE, RESEARCH SHOWS THAT ARIES IS ACQUIRING
EXTRA PRODUCTION CAPACITY AT A COST WHICH WOULD NOT NORMALLY BE POSSIBLE WITH
THE DEPRECIATION OF THE RAND.

THE 51% ACQUISITION OF CORRUBOARD AND CORRUPROP IS A STRATEGIC INVESTMENT WITH
THE INTENT OF RETAINING THE EXPERTISE AND ACTIVE PARTICIPATION OF THE CURRENT
SHAREHOLDER OF REMAINING 49%.
5. FINANCIAL EFFECTS

THE FINANCIAL EFFECTS OF THE ACQUISITIONS, AS IF THEY HAD BEEN IN EFFECT FOR
THE SIX MONTHS TO JUNE 1998, ARE SET OUT BELOW:

                                      BEFORE          AFTER        % CHANGE
EARNINGS PER SHARE (CENTS):           13,9            13,1         -5,8%
NET ASSET VALUE PER SHARE (CENTS):    199             190          -4,5%
ASSUMPTIONS: NOTIONAL INTEREST HAS BEEN CHARGED ON THE PURCHASE PRICE IN ORDER
TO ESTABLISH THE EFFECT ON EARNINGS.
6. CONDITIONS PRECEDENT
THE AGREEMENT IS SUBJECT TO:
6.1 A SUCCESSFUL DUE DILIGENCE INVESTIGATION;

6.2 THE TWO REMAINING KEY EMPLOYEES OF CORRUBOARD ENTERING INTO SERVICE
CONTRACTS INCORPORATING RESTRAINT OF TRADE AGREEMENTS;
6.3 THE NECESSARY JSE APPROVAL; AND

6.4 THE CONVERSION OF CORRUPROP CC INTO A PRIVATE COMPANY.
7. WARRANTIES

THE WARRANTIES INCLUDE, INTER ALIA, THAT THE NET ASSET VALUE OF CORRUBOARD AND
CORRUPROP IS NO LESS THAN R1250 000,00(ONE MILLION, TWO HUNDRED AND TWENTY FIVE
THOUSAND RAND), AND THAT ALL RELEVANT SOFTWARE IS YEAR 2000 COMPLIANT.
8. CAUTIONARY ANNOUNCEMENT

ABN AMRO (PTY) LTD IS AUTHORISED TO ANNOUNCE THAT ARIES INVESTMENT HOLDINGS LTD
IS INVOLVED IN DISCUSSIONS THAT MAY HAVE AN EFFECT ON THE PRICE AT WHICH ARIES
SHARES TRADE ON THE JOHANNESBURG STOCK EXCHANGE. SHAREHOLDERS OF ARIES ARE
THEREFORE ADVISED TO CONTINUE TO EXERCISE CAUTION WHEN DEALING IN ARIES SHARES
UNTIL A FURTHER ANNOUNCEMENT IS MADE.
MILNERTON
4 MARCH 1999
SPONSORING BROKER
ABN AMRO SECURITIES (SOUTH AFRICA) (PTY) LTD
REGISTRATION NUMBER 95/01231/21
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
CORPORATE ADVISOR
ARCAY GROUP LTD
ATTORNEY
BERNADT VUKIC POTASH & GETZ ATTORNEYS