INTERTRADING - ACQUISITION OF AGRILINK AND VIVA FRUIT

INTERTRADING LIMITED
(REGISTRATION NUMBER 87/04777/06)
("INTERTRADING")

ACQUISITION BY INTERTRADING OF THE BUSINESSES OF AGRILINK (PROPRIETARY) LIMITED
("AGRILINK") AND VIVA FRUIT CC ("VIVA FRUIT")
1. INTRODUCTION

FURTHER TO THE CAUTIONARY ANNOUNCEMENT DATED 17 DECEMBER 1998, ANSDALE
CORPORATE FINANCE LIMITED IS AUTHORISED TO ANNOUNCE THAT INTERTRADING HAS
ACQUIRED THE BUSINESSES OF AGRILINK ("THE AGRILINK BUSINESS") AND VIVA FRUIT
("THE VIVA FRUIT BUSINESS") WITH EFFECT FROM 1 MARCH 1998, FOR A CONSIDERATION
AGGREGATING R12,0 MILLION.  THE OWNERS OF AGRILINK AND VIVA FRUIT ARE BERND
JULICHER AND FRIK VAN ROOYEN, WITH WHOM SERVICE AND RESTRAINT AGREEMENTS HAVE
BEEN SIGNED.
2. OVERVIEW OF THE AGRILINK BUSINESS

THE AGRILINK BUSINESS SPECIALISES IN THE AIRFREIGHT EXPORT OF EXOTIC FRUIT AND
VEGETABLES.  THE BUSINESS HAS BEEN IN EXISTENCE FOR SEVEN YEARS AND IS MANAGED
BY BERND JULICHER AND FRIK VAN ROOYEN.  THE MANAGEMENT TEAM HAS ESTABLISHED
SOLID LONG TERM RELATIONSHIPS WITH SOUTH AFRICAN SUPPLIERS AND LEADING
IMPORTERS AND WHOLESALERS IN MOST EUROPEAN COUNTRIES.
3. OVERVIEW OF THE VIVA FRUIT BUSINESS

THE VIVA FRUIT BUSINESS SPECIALISES IN THE EXPORT BY AIR OF SPECIALISED
VEGETABLES TO THE EUROPEAN MARKET.  THE BUSINESS WAS ESTABLISHED TWO YEARS AGO
AND IS MANAGED BY MICHELE LEMARIE.
4. SALIENT TERMS IF THE ACQUISITIONS

AS STATED PREVIOUSLY, THE AGGREGATE PURCHASE CONSIDERATION FOR THE AGRILINK
BUSINESS AND THE VIVA FRUIT BUSINESS IS R12,0 MILLION.  AGRILINK, VIVA FRUIT,
JULICHER AND VAN ROOYEN (COLLECTIVELY, "THE VENDORS"), HAVE WARRANTED A
COMBINED NET PROFIT AFTER TAX FOR THE BUSINESSES OF R2,4 MILLION FOR THE
FINANCIAL YEAR ENDING 28 FEBRUARY 1999, AND HAVE GIVEN OTHER WARRANTIES NORMAL
FOR TRANSACTIONS OF THIS NATURE.  THE PURCHASE CONSIDERATION WILL BE DISCHARGED
BY THE ISSUE TO THE VENDORS OF 10 MILLION INTERTRADING SHARES ISSUED AT 100
CENTS EACH AND THE PAYMENT OF R2 MILLION IN CASH.  FOUR MILLION INTERTRADING
SHARES HAVE BEEN RENOUNCED BY THE VENDORS AND PLACED WITH LEADING INSTITUTIONS
AT 100 CENTS EACH.  THE BALANCE OF SIX MILLION INTERTRADING SHARES WILL BE
ISSUED ON THE ACHIEVEMENT OF THE PROFIT WARRANTY, SUBJECT TO PRO RATA ABATEMENT
IF THE WARRANTY IS NOT ACHIEVED.  THE NEW INTERTRADING SHARES WILL, UPON ISSUE,
RANK PARI PASSU WITH THE EXISTING ISSUED INTERTRADING SHARES ALREADY IN ISSUE.
5. RATIONALE FOR THE ACQUISITIONS

THE ACQUISITIONS WILL ENABLE INTERTRADING TO EXPAND ITS PRODUCT RANGE AND OFFER
ITS CLIENTS A LARGER RANGE OF PRODUCTS AND MORE FLEXIBLE DELIVERY TERMS.  IN
THE PAST INTERTRADING HAS LARGELY TRANSPORTED ITS EXPORTS IN SEABORNE

CONTAINERS.  THE AGRILINK AND VIVA FRUIT BUSINESSES HAVE STRONGLY ESTABLISHED
AIRFREIGHT LINKS, WHICH WILL ENABLE INTERTRADING TO OFFER ITS CLIENTS

AIRFREIGHT SERVICE WHERE REQUIRED.  THE BUSINESSES THEMSELVES WILL BENEFIT WITH
INCREASED VOLUMES FROM INTERTRADING'S LOYAL CUSTOMER BASE AND WIDER RANGE OF
PRODUCT.
6. FINANCIAL EFFECTS

THE TABLE BELOW SETS OUT THE FINANCIAL EFFECTS OF THE ACQUISITIONS ON

INTERTRADING'S UNAUDITED EARNINGS AND NET ASSET VALUE PER SHARE FOR THE SIX
MONTH PERIOD ENDED 31 AUGUST 1998 HAD THE ACQUISITIONS BEEN EFFECTIVE FROM 1
MARCH 1998 TO 31 AUGUST 1998.

                                  BEFORE           AFTER           INCREASE
                                  THE              THE             %

                                  ACQUISITION      ACQUISITION

                                  (CENTS)          (CENTS)

EARNINGS PER SHARE                6,1              7,4             21,3
NET ASSET VALUE PER SHARE         18,8             19,4            3,2
BASED ON THE PROFITS OF R2,4 MILLION WARRANTED BY THE VENDORS FOR THE YEAR TO
28 FEBRUARY 1999, AND THE FORECAST IN INTERTRADING'S PROSPECTUS DATED 10 JULY
1998 OF 10,51 CENTS PER SHARE FOR THE SAME PERIOD, THE COMBINED FORECAST
EARNINGS PER SHARE AFTER THE ACQUISITION WILL INCREASE TO 13,3 CENTS, AND
INCREASE OF 26,5%.

7. LISTINGS ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE")

APPLICATION HAS BEEN MADE TO THE COMMITTEE OF THE JSE FOR THE LISTING AT THIS
STAGE OF 4 MILLION NEW INTERTRADING SHARES TO BE ISSUED IN TERMS OF THE
ACQUISITION, WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON MONDAY, 22
FEBRUARY 1999.  APPLICATION WILL BE MADE IN DUE COURSE FOR THE LISTING OF THE
BALANCE OF 6 MILLION NEW INTERTRADING SHARES.
8. CIRCULAR TO SHAREHOLDERS

A CIRCULAR, SUBJECT TO THE APPROVAL OF THE JSE, CONTAINING FULL DETAILS OF THE
ACQUISITIONS IS BEING PREPARED AND WILL BE MAILED TO SHAREHOLDERS IN DUE COURSE
JOHANNESBURG
19 FEBRUARY 1999
CORPORATE ADVISER
ANSDALE CORPORATE FINANCE LIMITED
ATTORNEYS
HR LEVIN
AUDITORS
FISHER HOFFMAN SITHOLE
SPONSORING BROKER
IRISH & MENELL ROSENBERG (PROPRIETARY) LIMITED