ACQUISITION BY SETHOLD

SET POINT TECHNOLOGY HOLDINGS LIMITED
(FORMERLY LANDFERN HOLDINGS LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 96/14334/06)
("SETHOLD")

ACQUISITION BY SETHOLD OF A 100% INTEREST IN WEARCHECK (PROPRIETARY) LIMITED
("WEARCHECK") ("THE ACQUISITION")
1. INTRODUCTION

STANDARD CORPORATE AND MERCHANT BANK IS AUTHORISED TO ANNOUNCE THAT, FURTHER TO
THE CAUTIONARY ANNOUNCEMENT DATED 18 JANUARY 1999, SETHOLD HAS ACQUIRED,
SUBJECT TO THE FULFILMENT OF THE CONDITIONS PRECEDENT SET OUT IN PARAGRAPH 8
BELOW, THE BUSINESS OF WEARCHECK FOR R20,9 MILLION ("THE PURCHASE

CONSIDERATION") WITH EFFECT FROM 1 SEPTEMBER 1998 ("THE EFFECTIVE DATE"). AN
AMOUNT OF R 2,9 MILLION RELATING TO CERTAIN CONTRACTS OUTSTANDING AS AT THE
EFFECTIVE DATE AND IN TERMS OF WHICH SETHOLD WILL ASSUME OUTSTANDING

WARRANTIES, WILL BE SET OFF AGAINST THE PURCHASE CONSIDERATION.
2. NATURE OF BUSINESS

WEARCHECK IS AFRICA'S LEADING OIL ANALYSIS COMPANY, SERVING THE EARTHMOVING,
MINING, FREIGHT, PASSENGER TRANSPORT, RAIL, AIRCRAFT AND MARINE INDUSTRIES.
WEARCHECK IS THE ONLY OIL ANALYSIS COMPANY IN AFRICA TO BE ISO 9002 RATED, AND
ONE OF A HANDFUL OF COMPANIES TO ACHIEVE THIS RATING WORLDWIDE.

ESTABLISHED IN 1976, WEARCHECK IS A NATIONAL OPERATION EMPLOYING OVER 65 PEOPLE
AND PROCESSING MORE THAN 240 000 SAMPLES ANNUALLY.

OIL ANALYSIS IS A VITAL TOOL IN THE PROACTIVE MAINTENANCE OF VEHICLES AND
MACHINERY, REDUCING COSTS RELATING BOTH TO REPAIRS AND TO DOWNTIME, IMPROVING
COMBUSTION EFFICIENCIES AND PROLONGING THE LIFE OF CAPITAL EQUIPMENT. WEARCHECK
HAS BEEN APPOINTED BY THE UNITED STATES-BASED ALLIED SIGNAL AEROSPACE AS THE
ACCREDITED LABORATORY FOR GARRETT JET TURBINES IN AFRICA AND IS ALSO ACCREDITED
BY PARIS-BASED BUREAU VERITAS TO CARRY OUT MARINE OIL ANALYSIS ON SHIPS AND
OFFSHORE UNITS.

AS MEMBER OF WEARCHECK INTERNATIONAL, AN ASSOCIATION OF SIMILAR COMPANIES
OPERATING OUT OF AUSTRALIA, BELGIUM, CANADA, GERMANY, SPAIN, UNITED KINGDOM AND
THE UNITED STATES, WEARCHECK HAS EASY ACCESS TO THE LATEST AVAILABLE

TECHNOLOGY. WEARCHECK HAS ITS OWN SOFTWARE, CALLED NETCHECK, WHICH UTILISES THE
INTERNET TO ENABLE REAL-TIME COMMUNICATION WITH CLIENTS AND LIVE MONITORING OF
A CLIENT'S OPERATION.
3. RATIONALE FOR TILE ACQUISITION

THE MANAGEMENT OF SETHOLD BELIEVES THERE ARE SIGNIFICANT OPPORTUNITIES TO
EXPLOIT WEARCHECK'S TECHNOLOGY AND EXTENSIVE CLIENT BASE. THE ACQUISITION
PROVIDES SETHOLD WITH ACCESS TO PROPRIETARY TECHNOLOGY AND A STRONG RESEARCH
AND DEVELOPMENT TEAM.

WEARCHECK'S EXPERIENCE IN USING THE INTERNET AS A DELIVERY PLATFORM WILL ADD
FURTHER VALUE THROUGHOUT THE GROUP. IN ADDITION, A STRONG COMPLEMENTARY SYNERGY
EXISTS BETWEEN WEARCHECK'S OPERATION AND SETHOLD'S EXISTING BUREAU SERVICES AND
SUBSTANTIAL CROSS-SELLING OPPORTUNITIES ARISE AMONG OTHER DIVISIONS.
4. PURCHASE CONSIDERATION

AFTER SET OFF OF THE R2,9 MILLION REFERRED TO ABOVE, THE NET PURCHASE

CONSIDERATION OF APPROXIMATELY R18,0 MILLION WILL BE PAYABLE IN FOUR TRANCHES
AS FOLLOWS:

- R4,0 MILLION IN CASH ON THE FULFILMENT OF THE CONDITIONS PRECEDENT;
- R2,0 MILLION IN CASH ON 1 SEPTEMBER 1999;

- R3,5 MILLION TO BE SETTLED BY THE ISSUE OF 886 364 SHARES IN SETHOLD ON
WEARCHECK ACHIEVING A PRE-TAX PROFIT OF R5 384 615 FOR THE YEAR ENDING 31
AUGUST 1999; AND

- R8,5 MILLION TO BE SETTLED BY THE ISSUE OF 2 113 636 SHARES IN SETHOLD ON
WEARCHECK ACHIEVING A PRE-TAX PROFIT OF R6 461 538 FOR THE YEAR ENDING 31
AUGUST 2000.

TO THE EXTENT THAT THE NET ASSET VALUE OF WEARCHECK, AS AT THE EFFECTIVE DATE,
IS LESS THAN R2,5 MILLION, SETHOLD WILL REDUCE THE PURCHASE CONSIDERATION ON A
RAND FOR RAND BASIS.
5. PROPERTIES PURCHASED

IN CONSIDERATION FOR THE PURCHASE OF VARIOUS PROPERTIES CURRENTLY OWNED BY
WEARCHECK, SETHOLD WILL ASSUME OUTSTANDING BOND OBLIGATIONS OF R3,2 MILLION. NO
FURTHER AMOUNTS WILL BE PAID TO WEARCHECK IN CONSIDERATION FOR SUCH PROPERTIES.
6. VENDORS

THE VENDORS OF THE 100% INTEREST IN WEARCHECK ARE LESLEY CRAWFORD AND GARY
BROWN.
7. RESTRICTIONS ON VENDORS

THE VENDORS WILL BE RESTRICTED FROM DISPOSING OF THE SETHOLD SHARES REFERRED TO
IN PARAGRAPH 4 ABOVE FOR A PERIOD OF THREE YEARS. IN ADDITION, THE VENDORS HAVE
SIGNED THREE YEAR EMPLOYMENT CONTRACTS AND WILL BE RESTRAINED FOR A PERIOD OF
TWO YEARS FOLLOWING ANY TERMINATION OF SERVICES WITH SETHOLD.
8. CONDITIONS PRECEDENT

THE ACQUISITION IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS
PRECEDENT:

- THE COMPLETION OF A COMPREHENSIVE DUE DILIGENCE INVESTIGATION INTO THE
AFFAIRS OF WEARCHECK; AND

- THE CONCLUSION OF WRITTEN SERVICE AND RESTRAINT AGREEMENTS WITH THE VENDORS.
JOHANNESBURG
11 FEBRUARY 1999
MERCHANT BANK
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
ATTORNEYS
GOLDMAN JUDIN ATTORNEYS INC
FRRW
FLUXMAN RABINOWITZ - RAPHAELY WEINER
CORPORATE ADVISORS
UNYSON
TWS RUBIN FERGUSON
JOINT SPONSORING BROKERS
INVESTEC SECURITIES LIMITED
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
(REGISTRATION NUMBER 72/08905/06)
STANDARD EQUITIES (PTY) LIMITED
(REGISTRATION NUMBER 72/08305/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)