TREMATON - ANNOUNCEMENT RELATING TO AN ASSET ACQUISITION

TREMATON CAPITAL INVESTMENTS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 97/08691/06)
("TREMATON")

ANNOUNCEMENT RELATING TO AN ASSET ACQUISITION BY TREMATON, ISSUE OF SHARES IN
TREMATON, CHANGE OF CONTROL IN TREMATON

AND AN AMENDMENT TO THE TREMATON SHARE INCENTIVE SCHEME.
1. INTRODUCTION

FURTHER TO THE CAUTIONARY ANNOUNCEMENTS PUBLISHED ON 1 AND 23 APRIL AND 18 AND
31 MAY 1999, MERRILL LYNCH SOUTH AFRICA (PROPRIETARY) LIMITED IS AUTHORISED TO
ANNOUNCE THAT TREMATON HAS ENTERED INTO AN AGREEMENT ON 1 APRIL 1999 (THE
EFFECTIVE DATE) IN TERMS OF WHICH TREMATON WILL, SUBJECT TO THE CONDITIONS
PRECEDENT BEING MET:

- ACQUIRE FROM VALORTRADE 28 (PTY) LTD (INCORPORATED IN THE REPUBLIC OF SOUTH
AFRICA, REGISTRATION NO. 99/03000/07) ("VALORTRADE") 3 401 408 (THREE MILLION
FOUR HUNDRED AND ONE THOUSAND FOUR HUNDRED AND EIGHT) ORDINARY SHARES IN
PEREGRINE HOLDINGS LIMITED (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA,
REGISTRATION NO. 94/06026/06) ("PEREGRINE") AT A PRICE OF 1 775 CENTS PER
PEREGRINE SHARE ("THE ACQUISITION"); AND

- ISSUE TO VALORTRADE 52 500 000 (FIFTY-TWO MILLION FIVE HUNDRED THOUSAND)
ORDINARY SHARES IN TREMATON AT A PRICE OF 115 CENTS PER SHARE IN CONSIDERATION
FOR THE ACQUISITION OF THE PEREGRINE SHARES ("THE CONSIDERATION SHARES").
2. RATIONALE FOR THE ACQUISITION

AS A RESULT OF VALORTRADE ACQUIRING CONTROL OF TREMATON VIA THE ACQUISITION AND
THE ISSUE OF THE CONSIDERATION SHARES, TREMATON WILL DERIVE THE FOLLOWING KEY
BENEFITS:

- THE CAPITAL BASE OF TREMATON WILL BE ENHANCED ENABLING IT TO PARTICIPATE IN
LARGER INVESTMENTS;

- TREMATON WILL INCREASE ITS EXPERTISE IN PRIVATE EQUITY THROUGH THE PRINCIPALS
OF VALORTRADE; AND

- TREMATON WILL BENEFIT FROM THE EXPECTED GROWTH IN ITS INVESTMENT IN

PEREGRINE, A DYNAMIC AND GROWING FINANCIAL SERVICES GROUP.

THE PRINCIPALS OF VALORTRADE TOGETHER WITH THEIR RELATED BUSINESSES HAVE
ACHIEVED CONSIDERABLE SUCCESS IN PRIVATE EQUITY FINANCING AND FINANCIAL
SERVICES IN THE PAST FEW YEARS. THE TRANSACTION WILL RESULT IN TREMATON GAINING
ACCESS TO MORE SIGNIFICANT DEAL FLOW AS WELL AS ADDITIONAL EXPERTISE IN THOSE
ACTIVITIES.

TREMATON'S ACTIVITIES WILL NOW BE FOCUSED PRIMARILY ON INVESTMENTS IN HIGH
GROWTH TECHNOLOGY BUSINESSES AND FINANCIAL SERVICES.
3. BUSINESS OF VALORTRADE AND PEREGRINE

3.1 VALORTRADE IS AN INVESTMENT COMPANY WHICH IS A SUBSIDIARY OF THE FYNBOS
TRUST. THE FYNBOS TRUST IS A DURBAN BASED FAMILY TRUST WHICH, TOGETHER WITH
OTHER RELATED INTERESTS, HAS SUBSTANTIAL INVESTMENTS IN FINANCIAL SERVICES,
INFORMATION TECHNOLOGY AND REAL ESTATE.

3.2 PEREGRINE IS A SPECIALIST FINANCIAL SERVICES GROUP WHICH WAS LISTED ON THE
JOHANNESBURG STOCK EXCHANGE ("THE JSE") ON 10 JUNE 1998. IN ITS RESULTS FOR THE
YEAR ENDED 31 MARCH 1999, PEREGRINE REPORTED EARNINGS OF R43,6 MILLION WHICH
REPRESENTED A 464% IMPROVEMENT OVER THE PREVIOUS YEAR AND EXCEEDED THE
PROSPECTUS FORECAST BY 117%. THE GROUP'S FINANCIAL SERVICES INCLUDE INVESTMENT
AND DERIVATIVE STRUCTURING, EQUITY TRADING, TREASURY SOLUTIONS, SPECIALISED
FINANCE, HEDGE FUND MANAGEMENT AND PRIVATE EQUITY.
4. SALIENT TERMS OF THE ACQUISITION

FROM THE EFFECTIVE DATE AND SUBJECT TO THE FULFILMENT OF THE CONDITIONS
PRECEDENT SET OUT IN PARAGRAPH 5 BELOW, TREMATON WILL ACQUIRE FROM VALORTRADE 3
401 408 OR 1,68% OF THE TOTAL ISSUED SHARES IN PEREGRINE. THE SHARES FORM PART
OF A BLOCK WHICH ARE SUBJECT TO A SHARE POOL AGREEMENT IN TERMS OF WHICH
TREMATON WILL NOT BE ABLE TO TRADE THE SHARES FOR A PERIOD OF 50 MONTHS WITHOUT
THE CONSENT OF THE OTHER MEMBERS OF THE SHARE POOL WHO MAKE UP PART OF THE
CONTROL STRUCTURE OF PEREGRINE.

THE PURCHASE PRICE OF THE PEREGRINE SHARES IS 1 775 CENTS PER SHARE WHICH WAS
THE RULING PRICE ON THE JSE ON 31 MARCH 1999, THE LAST DAY OF TRADE PRIOR TO
THE EFFECTIVE DATE. THE CONSIDERATION FOR THE ACQUISITION IS THE ISSUE OF 52
500 000 SHARES IN TREMATON TO VALORTRADE AT 115 CENTS PER SHARE, BEING THE
CLOSING PRICE ON THE JSE ON 31 MARCH 1999.

FOLLOWING TREMATON'S ACQUISITION OF THE PEREGRINE SHARES AND THE ISSUE OF THE
CONSIDERATION SHARES, VALORTRADE WILL BECOME A 50% SHAREHOLDER IN TREMATON.
5. CONDITIONS PRECEDENT

THE ACQUISITION, ISSUE OF THE CONSIDERATION SHARES, THE OFFER TO MINORITIES AND
THE AMENDMENT OF THE TREMATON SHARE INCENTIVE SCHEME IS SUBJECT TO THE
FULFILMENT OF INTER ALIA THE FOLLOWING CONDITIONS PRECEDENT:

- THE PASSING OF THE REQUISITE RESOLUTIONS BY TREMATON SHAREHOLDERS TO GIVE
EFFECT TO AND IMPLEMENT THE TRANSACTIONS;

- THE APPROVAL OF THE JSE WHERE APPLICABLE OF THE REQUISITE DOCUMENTATION FOR
THE ACQUISITION AND THE AMENDMENT TO THE TREMATON SHARE INCENTIVE SCHEME;
- THE GRANTING BY THE JSE OF A LISTING FOR THE NEWLY ISSUED TREMATON SHARES; AN
- THE GRANTING OF ALL NECESSARY JSE AND THE SECURITIES REGULATION PANEL ("THE
SRP") CONSENTS AND AUTHORISATIONS.
6. CHANGE OF CONTROL

FOLLOWING THE ISSUE OF THE CONSIDERATION SHARES, VALORTRADE WILL HOLD 50% OF
TREMATON. AS A RESULT OF THIS CHANGE OF CONTROL, THE TRANSACTION WILL

CONSTITUTE AN AFFECTED TRANSACTION AND WILL BE IMPLEMENTED SUBJECT TO THE SRP
CODE, RULES AND REGULATIONS.

FOLLOWING THE CHANGE OF CONTROL, VALORTRADE WILL HAVE THE RIGHT TO APPOINT THE
MAJORITY OF THE DIRECTORS TO THE BOARD. NO CHANGE IN MANAGEMENT IS ENVISAGED AT
THIS STAGE NOR WILL THERE BE A CHANGE IN FINANCIAL YEAR END.
7. FINANCIAL EFFECTS OF THE TRANSACTION

THE FINANCIAL EFFECTS OF THE TRANSACTION ON AN UNDILUTED BASIS BASED ON THE
ASSUMPTION THAT THE TRANSACTION HAD BEEN EFFECTIVE FOR THE YEAR ENDED 31 AUGUST
1998, BEING THE LAST FULL YEAR FOR WHICH TREMATON HAS REPORTED, ARE AS FOLLOWS:
31 AUGUST 1998

                  BEFORE THE ACQUISITION  AFTER THE ACQUISITION  % INCREASE/
                  (CENTS PER SHARE)       (CENTS PER SHARE)      (DECREASE)
NET ASSET VALUE     211                   163                    (22,7)
EARNINGS PER SHARE  15,8                  8,0                    (50,0)
NUMBER OF SHARES    52 500 000            105 000 000            100
8. OFFER TO MINORITIES

IN ACCORDANCE WITH THE SRP'S CODE ON TAKEOVERS AND MERGERS, VALORTRADE WILL
MAKE A CASH OFFER TO ACQUIRE THE ORDINARY SHARES OF MINORITIES AT A PRICE OF
115 CENTS PER SHARE. SHOULD THE PRICE AT WHICH TREMATON'S SHARES TRADE BETWEEN
THE DATE OF THIS ANNOUNCEMENT AND THE LAST PRACTICAL DATE BEFORE THE OPENING OF
THE OFFER CONSISTENTLY EXCEED THE OFFER PRICE, APPLICATION WILL BE MADE TO THE
SRP FOR THE OFFER TO TAKE THE FORM OF A STANDBY OFFER. VALORTRADE HAS SATISFIED
THE SRP THAT IT HAS SUFFICIENT RESOURCES TO SATISFY FULL ACCEPTANCE OF THE
OFFER.
9. TREMATON SHARE INCENTIVE SCHEME

THE EXISTING SHARE INCENTIVE SCHEME PROVIDES THAT THE MAXIMUM NUMBER OF
ORDINARY SHARES IN THE CAPITAL OF TREMATON WHICH MAY BE ACQUIRED BY

PARTICIPANTS IN AGGREGATE THROUGH THE CONVERSION OF THE CONVERTIBLE DEBENTURES,
IS 6 562 500 ORDINARY SHARES, OR 12,5% OF THE ISSUED SHARE CAPITAL SUBJECT TO A
MAXIMUM OF 2,5% OR 1 312 500 ORDINARY SHARES PER INDIVIDUAL. FOLLOWING THE
ISSUE OF THE CONSIDERATION SHARES, IT IS PROPOSED THAT THE NUMBER OF ORDINARY
SHARES THAT MAY BE ACQUIRED THROUGH CONVERSION OF CONVERTIBLE DEBENTURES
AVAILABLE IN THE SCHEME SHOULD BE INCREASED TO 13 125 000 IN AGGREGATE AND 2
625 000 PER INDIVIDUAL TO MAINTAIN THE PERCENTAGES OF THE INCREASED ISSUED
SHARES IN THE COMPANY AT 12,5% AND 2,5% RESPECTIVELY ("THE AMENDMENT").
10. GENERAL MEETING OF TREMATON SHAREHOLDERS

A GENERAL MEETING OF TREMATON SHAREHOLDERS WILL BE CONVENED ("THE GENERAL
MEETING") FOR THE PURPOSE OF CONSIDERING AND PASSING THE NECESSARY, ORDINARY OR
SPECIAL RESOLUTIONS IN ORDER TO:
- APPROVE AND RATIFY THE ACQUISITION;

- ISSUE 52 500 000 ORDINARY SHARES IN TREMATON TO VALORTRADE; AND

- INCREASE THE NUMBER OF CONVERTIBLE DEBENTURES AVAILABLE UNDER THE SHARE
INCENTIVE SCHEME, TO CHANGE CERTAIN OF THE PROVISIONS OF THE

SCHEME AND TO ISSUE CONVERTIBLE DEBENTURES IN TERMS THEREOF.
11. DOCUMENTATION

A CIRCULAR CONTAINING DETAILS OF THE ACQUISITION, THE CHANGE OF CONTROL, THE
AMENDMENT TO THE SHARE INCENTIVE SCHEME AND INCORPORATING THE NOTICE OF THE
GENERAL MEETING IS IN THE COURSE OF PREPARATION AND, SUBJECT TO JSE AND SRP
APPROVALS, WILL BE POSTED TO TREMATON SHAREHOLDERS WITHIN 28 DAYS OF THIS
ANNOUNCEMENT.
JOHANNESBURG
21 JUNE 1999
SPONSORING BROKER
MERRILL LYNCH SOUTH AFRICA (PTY) LTD.
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 95/01805/07
MERCHANT BANK
UNDERWRITER FOR VALORTRADE
REAL AFRICA DUROLINK
INVESTMENT BANK LIMITED
(REGISTRATION NUMBER 87/05258/06)
LEGAL ADVISERS
WERKSMANS ATTORNEYS
G.B. LIEBMANN BEHRMANN & CO ATTORNEYS