NAIL - ACQUISITION BY NAIL OF ADDITIONAL SHARES IN THETA

NEW AFRICA INVESTMENTS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 93/02467/06)
("NAIL" OR "THE COMPANY")

THE ACQUISITION BY NAIL OF ADDITIONAL SHARES IN THETA GROUP LIMITED ("THETA")
AND A FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION

AFRICAN MERCHANT BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT FURTHER TO THE
CAUTIONARY ANNOUNCEMENT WHICH APPEARED IN THE PRESS ON 25 MARCH 1999, NAIL HAS
ACQUIRED 44,7 MILLION NEW THETA ORDINARY SHARES FOR A TOTAL PURCHASE

CONSIDERATION OF 240,6 MILLION NEW NAIL "N" ORDINARY SHARES AND CASH OF R41,7
MILLION ("THE ACQUISITIONS").
2. TERMS OF THE ACQUISITIONS

NAIL HAS ACQUIRED FROM BOE BANK LIMITED 37,6 MILLION NEW THETA ORDINARY SHARES
FOR A PURCHASE CONSIDERATION TO BE SETTLED BY THE ISSUE OF 213,0 MILLION NEW
NAIL "N" ORDINARY SHARES. PURSUANT TO THE AFOREMENTIONED, BOE LIMITED ("BOE")
HAS BECOME A SIGNIFICANT SHAREHOLDER IN NAIL AND WILL BE ENTITLED TO APPOINT
20% OF THE DIRECTORS TO THE BOARD OF NAIL, WHICH NUMBER OF DIRECTORS MAY VARY
IN THE FUTURE DEPENDING ON BOE'S SHAREHOLDING IN NAIL.

NAIL HAS FURTHER ACQUIRED FROM THE KEY MANAGEMENT OF UNITY FINANCIAL SERVICES
LIMITED ("UNITY"), A SUBSIDIARY OF THETA, 7,1 MILLION NEW THETA ORDINARY SHARES
FOR A PURCHASE CONSIDERATION TO BE SETTLED BY THE ISSUE OF 27,6 MILLION NEW
NAIL "N" ORDINARY SHARES AND R41,7 MILLION IN CASH. THE AGREEMENT IS STRUCTURED
TO ENSURE THAT THE UNITY MANAGERS RETAIN THEIR ECONOMIC INTEREST IN THOSE NEW
THETA ORDINARY SHARES SWAPPED FOR NEW NAIL "N" ORDINARY SHARES.
3. RATIONALE FOR THE ACQUISITIONS

THE ISSUE OF NEW THETA ORDINARY SHARES WHICH ENABLED THETA TO PURCHASE THE
ENTIRE ISSUED SHARE CAPITAL OF UNITY, WHICH IS REFERRED TO IN A SEPARATE THETA
ANNOUNCEMENT THAT APPEARS IN THE PRESS TODAY, WOULD HAVE DILUTED NAIL'S
SHAREHOLDING IN THETA.

IT IS NAIL'S STATED INTENTION TO HOLD SIGNIFICANT SHAREHOLDINGS IN ITS
INVESTMENTS. THE ACQUISITIONS INCREASE NAIL'S SHAREHOLDING IN THETA'S ISSUED
SHARE CAPITAL FROM 48.6% TO 51.9%.
4. FINANCIAL EFFECTS OF THE ACQUISITIONS

THE TABLE BELOW SETS OUT THE PRO FORMA EFFECT OF THE ACQUISITIONS ON THE NET
ASSET VALUE PER NAIL ORDINARY SHARE AND NAIL "N" ORDINARY SHARE BASED UPON THE
FOLLOWING:

- THE NET ASSET VALUE OF NAIL USING THE MARKET VALUES OF NAIL'S LISTED
INVESTMENTS, INCLUDING THAT OF THETA ON 24 MARCH 1999, BEING THE LAST TRADING
DATE PRIOR TO THE PUBLICATION OF THE NAIL CAUTIONARY ANNOUNCEMENT RELATING TO
THE ACQUISITIONS; AND

- ON THE ASSUMPTION THAT THE ACQUISITIONS HAD BEEN EFFECTIVE ON 30 SEPTEMBER
1998.

                                   BEFORE    AFTER    CHANGE

NET ASSET VALUE PER SHARE (CENTS)  588       570      (3%)

THE LACK OF HISTORICAL EARNINGS INFORMATION FOR UNITY AND THE INFLUENCE THAT
THIS HAS ON THE HISTORICAL THETA EARNINGS MAKES IT DIFFICULT TO PROVIDE
MEANINGFUL INFORMATION ON THE EFFECT OF THE ACQUISITIONS ON NAIL'S HISTORICAL
EARNINGS.
5. CONDITIONS PRECEDENT

THE ACQUISITIONS ARE SUBJECT TO, INTER ALIA, THE NECESSARY REGULATORY APPROVALS
BEING RECEIVED.
6. FURTHER CAUTIONARY ANNOUNCEMENT

WITH REFERENCE TO THE ANNOUNCEMENT BY NAIL WHICH APPEARED IN THE PRESS ON 15
MARCH 1999, WHICH IS UNRELATED TO THE ACQUISITIONS, ORDINARY AND "N" ORDINARY
SHAREHOLDERS IN NAIL ARE ADVISED TO CONTINUE EXERCISING CAUTION WHEN DEALING IN
THE COMPANY'S ORDINARY AND "N" ORDINARY SHARES UNTIL A FURTHER ANNOUNCEMENT IS
MADE.
1 APRIL 1999
SANDTON MERCHANT BANK
AMB
AFRICAN MERCHANT BANK LIMITED
(REGISTRATION NUMBER 96/16470/06)
REGISTERED BANK
JOINT SPONSORING BROKERS
MERRILL LYNCH SOUTH AFRICA (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 95/01805/07
LEGAE SECURITIES (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 96/09555/07