TRANSPACO - DISPOSAL OF THE BUBBLE PAC DIVISION

TRANSPACO LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 51/00799/06)
("TRANSPACO")
SALE OF THE BUBBLE PAC DIVISION
1. INTRODUCTION

FURTHER TO THE PREVIOUS CAUTIONARY ANNOUNCEMENTS DATED 4 AND 30 NOVEMBER 1999
AND 14 JANUARY 2000, TRANSPACO ANNOUNCES THAT, SUBJECT TO THE FULFILMENT OF
CERTAIN CONDITIONS REFERRED TO IN 2.3 BELOW ("THE CONDITIONS"), TRANSPACO HAS
SOLD THE MANUFACTURING OPERATIONS OF ITS BUBBLE PAC DIVISION ("THE DIVISION")
TO SEALED AIR AFRICA (PTY) LIMITED ("SEALED AIR"). THE SALE WILL TAKE EFFECT
FROM THE CLOSING DATE OF THE SALE AGREEMENT WHICH WILL BE TEN BUSINESS DAYS
IMMEDIATELY FOLLOWING THE DAY UPON WHICH THE LAST OF THE CONDITIONS PRECEDENT
HAVE BEEN SATISFIED.
2. THE SALE
2.1 RATIONALE FOR THE SALE

AN APPROACH WAS MADE BY SEALED AIR TO ACQUIRE THE DIVISION FROM TRANSPACO ON
FAVOURABLE TERMS. THE BOARD IS OF THE OPINION THAT IT IS IN THE BEST INTEREST
OF TRANSPACO TO DISPOSE OF THE DIVISION FOR THE FOLLOWING REASONS:

* ALTHOUGH TRANSPACO WILL NOT MANUFACTURE ANY AIR CELLULAR PRODUCTS, IT WILL BE
APPOINTED AS A DISTRIBUTOR OF SEALED AIR IN SOUTH AFRICA FOR CERTAIN OF ITS
PRODUCTS; AND

* THE TRANSACTION WILL HAVE A MATERIAL POSITIVE EFFECT ON TRANSPACO'S EARNINGS
PER SHARE, NET ASSET VALUE AND INTEREST BEARING DEBT/EQUITY RATIO.

TRANSPACO WILL CONTINUE TO FOCUS ON KEY AREAS WITHIN THE PLASTIC AND PACKAGING
INDUSTRIES.
2.2 TERMS OF THE SALE

THE CONSIDERATION PAYABLE TO TRANSPACO IS R18 MILLION WHICH WILL BE SETTLED IN
CASH AND WILL BE USED BY TRANSPACO TO REDUCE INTEREST BEARING DEBT. THE
TRANSPACO GROUP IS RESTRAINED FROM MANUFACTURING AIR CELLULAR PRODUCTS FOR FIVE
YEARS. THE REMAINING TERMS ARE NORMAL FOR A TRANSACTION OF THIS NATURE.
2.3 THE CONDITIONS
THE SALE IS CONDITIONAL UPON, INTER ALIA:
* THE APPROVAL OF THE COMPETITION COMMISSION;

* THE APPROVAL OF THE JOHANNESBURG STOCK EXCHANGE ("THE JSE"), INSOFAR AS IT
MAY BE NECESSARY; AND

* PROOF OF SETTLEMENT OF ALL OUTSTANDING HIRE PURCHASE, LEASE AND RENTAL
APPERTAINING TO THE DIVISION.
2.4 FINANCIAL EFFECTS OF THE SALE

THE TABLE BELOW SETS OUT THE PRO FORMA FINANCIAL EFFECTS OF THE SALE FOR THE
15-MONTH PERIOD ENDED 30 JUNE 1999 ON THE ASSUMPTION THAT THE TRANSACTION TOOK
PLACE ON 1 APRIL 1998.

                                         BEFORE   AFTER   CHANGE (%)
EARNINGS PER ORDINARY SHARE FOR THE

15 MONTHS ENDED 30 JUNE 1999 (CENTS)     63       69      9,5
NET ASSET VALUE PER ORDINARY SHARE AT

30 JUNE 1999 (CENTS)                     134      186     38,8

INTEREST BEARING DEBT/EQUITY RATIO (%)   67       22      66,2

INTEREST COVER (TIMES)                   8,17     41,72   410,6
3. CIRCULAR TO SHAREHOLDERS

A CIRCULAR GIVING DETAILS OF THE SALE IS CURRENTLY BEING PREPARED AND, SUBJECT
TO THE APPROVAL OF THE JSE, WILL BE POSTED SHORTLY.
JOHANNESBURG
3 FEBRUARY 2000
SPONSORING BROKER
INVESTEC SECURITIES LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NO. 72/08905/06
ATTORNEYS TO TRANSPACO
WERKSMANS ATTORNEYS
CORPORATE LAWYERS AND CONSULTANTS TO SEALED AIR
EDWARD NATHAN & FRIEDLAND (PTY) LTD
(REGISTRATION NUMBER 99/26464/07)