SCHEME OF ARRANGEMENT PROPOSED BY PPC BETWEEN PORTHOLD AND PORTHOLD'S

SHAREHOLDERS
Pretoria Portland Cement Company Limited
(Registration number 1892/000667/06)
("PPC" or "the Company")
Portland Holdings Limited
(Registration number 83/46)
("Porthold")

SCHEME OF ARRANGEMENT PROPOSED BY PPC BETWEEN PORTHOLD AND PORTHOLD'S
SHAREHOLDERS
1.  INTRODUCTION

Further to the cautionary announcements published to date, Standard

Corporate and Merchant Bank ("SCMB") is authorised to announce that, in
terms of the agreement concluded between Anglo American Corporation of
Zimbabwe Limited and its associated companies ("Anglo Zimbabwe"), Porthold
and PPC ("the agreement"), PPC will propose a scheme of arrangement ("the
scheme") between Porthold and Porthold's shareholders ("scheme members"), in
terms of section 191 of the Zimbabwe Companies Act, Chapter 24:03, as
amended ("the Act").  On implementation of the scheme Porthold will become a
wholly-owned subsidiary of PPC ("the acquisition") and the listings of
Porthold shares on the Zimbabwe Stock Exchange ("ZSE") and the JSE

Securities Exchange South Africa ("JSE") will be terminated.
2.  RATIONALE FOR THE ACQUISITION

Globally, cement sales in developing markets are growing at a faster pace
than in developed markets.  In Africa, the relatively developed South
African economy is showing slower growth in the demand for cement in

comparison with other African economies.  In recognition of these trends,
the world's largest cement companies have recently been acquiring businesses
in the developing economies.  PPC has recognised that it must participate in
industry consolidation in order to take advantage of these trends, north of
South Africa's borders.

The acquisition of Porthold presents PPC with a unique opportunity to
benefit from regional growth.  The region is already serviced profitably by
Porthold, despite increasing competition and, significantly, the plant owned
by Porthold is widely regarded as among the best in the region.  This
transaction will therefore provide PPC and Porthold with a platform to
manufacture and distribute quality cement products in the region, where
quality assurance is a significant competitive advantage.

PPC will be able to utilise its industry specific technical and operational
expertise, knowledge of regional markets and conditions, application of
global best practice and competitive sourcing, to improve Porthold's margins
and profitability.  Other synergies are available through sharing costs
associated with distribution, procurement, administration, information
technology and process control systems.  The enlarged Group will therefore
be more cost competitive and better positioned to meet international quality
standards, improve customer service and to provide all employees with wider
training and career development.

Porthold became available for sale during a difficult period for the

Zimbabwean economy.  However, PPC sees this investment as of great

importance to the company's longer term strategy in the region.  The

Zimbabwean cement market was, until recently, one of the largest sub-Saharan
markets outside South Africa.  In the long term, the Zimbabwe market is
expected to resume growing at a rate similar to that achieved over the last
20 years.  The price paid for the capacity, available from the Porthold
plant, is favourable when measured against recent transactions in Africa.
It should also be seen in the light of the synergies mentioned above, which
are not all available to other cement producers in the region.

PPC is confident that the acquisition of Porthold will enable the enlarged
Group to compete for market share on a profitable basis as well as for other
potential acquisitions should these arise.  All acquisitions are considered
in light of PPC's stated strategy of achieving a return greater than its
cost of capital.  PPC expect Porthold's operations to achieve this over the
medium term.  While PPC expects Porthold to remain profitable, it is

anticipated that prevailing factors such as low levels of infrastructural
spending combined with rapid inflation, will make it difficult for Porthold
to achieve appropriate returns in the short term.
3.  TERMS OF THE SCHEME

3.1  Subject to the fulfilment of the conditions precedent referred to in
paragraph 11 below, scheme members will be entitled to elect one of the
following alternatives in respect of their shareholdings in Porthold ("the
scheme consideration"):

-  for each 100 Porthold shares held, the cash equivalent of US$47.277,
which will be paid to shareholders through normal banking channels, plus
2.447 new PPC shares ("the cash and share option"); or

-  for each 100 Porthold shares held, 6.724 PPC shares ("the all share
option").

In the event that shareholders fail to make an election as to the form of
the scheme consideration they wish to receive, the shareholders shall, in
terms of a ruling of the ZSE, receive the cash and share option.  The cash
portion will be paid in Zimbabwe Dollars or Rand, as the case may be, at the
prevailing official rates of exchange.

3.2  The listings committee of the ZSE has ruled that these alternatives
comply with the Listing Requirements of the ZSE.

3.3  Application will be made to the listings committee of the ZSE for
approval of the secondary listing of the PPC shares that are to be issued in
settlement of the scheme consideration ("new PPC shares"). As PPC's primary
listing is on the JSE, an application will also be made to the JSE for the
necessary approval for the listing of the new PPC shares on the JSE.

However, in terms of a ruling of the Reserve Bank of Zimbabwe, the new PPC
shares received by shareholders that hold their shares on the Zimbabwe
register of Porthold cannot be traded on the JSE.

3.4  It is PPC's intention that the secondary listing of the new PPC shares
on the ZSE will take place whether Porthold becomes a wholly-owned
subsidiary of PPC or not.

3.5  In terms of the agreement, the offer price for the entire issued share
capital of Porthold equates to an aggregate purchase consideration of
US$54.000 million ("the purchase consideration"), based on the closing price
of PPC shares listed on the JSE on 7 December 2000, being the last day prior
to the publication of the first cautionary announcement relating to the
acquisition.  In compliance with International Accounting Standard IAS 22 on
Business Combinations, the new PPC shares to be issued in settlement of the
purchase consideration will be issued at the ruling market price on the day
PPC assumes control of Porthold.  As a consequence, the final purchase
consideration of Porthold may differ from that indicated above.
4.  THE OFFER

Should the scheme not become operative for any reason, and subject to the
fulfilment of the conditions precedent referred to in paragraph 11 below, an
unconditional offer will automatically be extended to all shareholders of
Porthold in terms of section 194 of the Act ("the offer").

The terms of the offer will be set out in a detailed press announcement that
will be published if the scheme does not become operative.  The

consideration that will be offered to Porthold shareholders will be exactly
the same as for the scheme, which has been set out in paragraph 3.1 above
("the offer consideration").
5.  FINANCIAL EFFECTS OF THE SCHEME

5.1  The pro forma financial effects of the scheme on PPC shareholders are
as follows:

                            Before the   After the         Increase/

Per PPC                     scheme       scheme (5)       (decrease)

Share        Notes          (R)          (R)              (%)

Earnings     1, 2(a) and 3   5.00         4.89             (2.20)

             1, 2(b) and 3   5.00         4.91             (1.80)

Net asset    1, 2(a) and 4   34.43        36.76             6.77
value

             1, 2(b) and 4   34.43        36.12             4.91
Notes and assumptions:

(1)  The earnings and net asset value per share "Before the scheme" is as
reported in the financial statements of PPC for the year ended 30 September
2000.

(2)  The total number of shares to be issued by PPC and the total cash to be
paid by PPC are dependant on the number of Porthold shareholders that accept
the cash and share option or the all share option and:

  (a)based on those Porthold shareholders, who have not yet elected,

selecting the cash and share option (3 071 414 new PPC shares issued and
US$28.935 million cash required); and

  (b)based on those Porthold shareholders, who have not yet elected,

selecting the all share option (3 948 875 new PPC shares issued and
US$19.236 million cash required).

  (As indicated in paragraph 8.3 below Anglo Zimbabwe and Old Mutual Life
Assurance  Company Limited have already indicated their election in respect
of the cash and share option and the all share option, respectively.)
(3)  Based on:

-  the audited attributable earnings of PPC for the year ended 30 September
2000 and the audited attributable earnings of Porthold for the year ended 31
December 2000.  (Porthold's earnings for the year ended 31 December 2000
were prepared using hyperinflation accounting include a deferred tax rate
adjustment of Z$ 179.7 million.  If this adjustment is excluded from the
calculation of the pro forma financial effects the acquisition would have
diluted PPC's earnings per share by 11.79% in respect of the cash and share
option and 11.08% in respect of the all share option.)

-  the weighted average number of 49 998 837 PPC shares in issue for the
year ended 30 September 2000, together with the new PPC shares issued in
terms of option 2(a) and 2(b) above; and

-  the opportunity cost in respect of the of the cash portion of the

purchase consideration which is based on a pre tax interest rate of 9.5%
multiplied by the total cash paid in terms of option 2(a) and 2(b) above.
(4)  Net asset value per share "After the scheme" is based on:

-  the net asset value of PPC at 30 September 2000 and the purchase
consideration for Porthold; and

-  the 50 006 312 PPC shares in issue at 30 September 2000, together with
the new PPC shares issued in terms of option 2(a) or 2(b) above.

(5)  The exchange rates used are based on the official exchange rates that
prevailed at the time of the signing of the agreement, being:
-  Z$ 55.00 : US$ 1.00;
-  R 7.69 : US$ 1.00; and
-  Z$ 7.15 : R 1.00.

5.2  The financial effects of the scheme on Porthold shareholders on the
Zimbabwean register are as follows:
5.2.1  The cash and share option

                                     Before   After    Increase/

                                     the      the      decrease

                      Notes          scheme   scheme(5)

Per Porthold share                   (Z$)     (Z$)     %

Market price          1(i) and 2(a)  9.50    38.07    300.74

                      1(ii) and 2(a)  20.00    38.07    90.35

                      1(iii) and 2(a) 70.00    38.07    (45.61)

                      1(iv) and 2(a)  59.00    38.07    (35.47)

Net asset  - historical  3            19.98    38.07    90.54

Value      - inflation   3            34.40    38.07    10.67
           adjusted

Earnings  - historical   4(a)         0.97     11.28    1062.89

          - inflation    4(a)         2.26     11.28    399.12
          adjusted
The all share option

                                     Before   After    Increase/

                                     the      the      decrease

                      Notes          scheme   scheme(5)

Per Porthold share                   (Z$)     (Z$)     %

Market                1(i) and 2(b)  9.50     33.17    249.15

Price                 1(ii) and 2(b) 20.00    33.17    65.85

                      1(iii) and 2(b)70.00    33.17    (52.61)

                      1(iv) and 2(b) 59.00    33.17    (43.77)

Net asset   - historical   3         19.98    33.17    66.02

value       - inflation    3         34.40    33.17    (3.58)
            adjusted

Earnings    - historical   4(b)      0.97     2.40     147.42

            - inflation    4(b)      2.26     2.40     6.19
            adjusted
1.  Notes and assumptions:

The market price "Before the scheme" is the price per Porthold share on the
ZSE at the close of trading on:

(i)  Thursday, 7 December 2000, being the last trading day prior to the
publication of the first cautionary announcement;

(ii)  Wednesday, 28 February 2001, being the last trading day prior to the
suspension of trade of Porthold on the ZSE and JSE;

(iii) Friday, 4 May 2001, being the first trading day after the lifting of
the suspension of trade of Porthold on the ZSE and JSE after publication of
the detailed cautionary announcement; and

(iv)  Wednesday, 11 July 2001, being the last practicable date prior to
finalisation of this announcement.

2.  The value "After the scheme" is based on the share price of PPC as at
the close of trade on Wednesday, 11 July 2001, being R69.00, adjusted for
the exchange rate set out in note 5 below, and:

the exchange ratio of 2.447 PPC shares for every 100 Porthold shares and the
cash consideration of US $47.277 per 100 Porthold shares; and

exchange ratio of 6.724 PPC shares for every 100 Porthold shares held.
3.  Net asset value "Before the scheme" is the net asset value per Porthold
share as at 31 December 2000.  The net asset value "After the scheme" is
based on the scheme consideration of Z$38.07 and Z$33.17 per share as
calculated in terms of notes 2(a) and 2(b) above.

4.  Porthold earnings "Before the scheme" are the consolidated earnings per
Porthold share for the year ended 31 December 2000.  Earnings "After the
scheme" have been calculated on the assumption that:

    (a)  the cash portion of the scheme consideration had been invested
throughout the year ended 31 December 2000 in an interest bearing account
yielding an after tax return of 40%, assuming a tax rate of 30%, and that
the earnings per PPC share were R5.00 for the year ended 30 September 2000;
and

    (b) that the earnings per PPC share were R5.00 for the year ended 30
September 2000.

5.  All "After the scheme" figures are calculated using the official

exchange rates that prevailed at the time of the signing of the agreement,
US$1.00 : Z$55.00 and R1.00 : Z$7.15.
6.  OPINIONS AND RECOMMENDATIONS

The board of directors of Porthold ("the board") has appointed

PricewaterhouseCoopers Chartered Accountants (Zimbabwe) ("PwC") as the
independent adviser to the board to advise on whether the terms of the
scheme and the offer are fair and reasonable.  After considering the terms
of the scheme and the offer, PwC has advised the board that, in its opinion,
the terms of the scheme and the offer are fair and reasonable to Porthold
shareholders.  The full details of the PwC opinion will be included in the
circular to be sent to Porthold shareholders.

PwC advises shareholders of Porthold to refer to the detailed provisions of
the circular to be sent to them and to consult their financial advisers to
determine which option is in their best interests and their status as to the
exchange rate that will apply to the cash and share option.

The board have considered the terms of the scheme and the offer and are
unanimously of the view that they are fair and reasonable to shareholders of
Porthold.  Accordingly, the board of Porthold recommends that shareholders
of Porthold vote in favour of the scheme, or, if applicable, accept the
offer.  The directors of Porthold intend to vote in favour of the scheme in
respect of their own holdings of Porthold shares or, if applicable, accept
the offer.
7.  VOTING

In terms of a ruling of the listings committee of the ZSE, Anglo Zimbabwe,
which holds 48.09% of the issued share capital of Porthold, calculated on a
fully diluted basis, will not be entitled to vote the Porthold shares under
its control at the scheme meeting.  Furthermore, Anglo Zimbabwe's

shareholding will not be considered in the determination of the required
voting thresholds at the scheme meeting.
8.  IRREVOCABLE COMMITMENTS

8.1  Scheme members representing approximately 68%, in value, of those
scheme members that will be entitled to vote at the scheme meeting,

calculated on a fully diluted basis, have irrevocably undertaken to vote in
favour of the scheme at the scheme meeting in respect of the Porthold shares
which they hold or control.

8.2  Those scheme members referred to in 8.1 that have irrevocably

undertaken to vote in favour of the scheme have irrevocably undertaken to
accept the offer should the scheme not become operative for any reason.
Anglo Zimbabwe has also irrevocably undertaken to accept the offer should
the scheme not become operative for any reason.

8.3  Anglo Zimbabwe has undertaken to accept the cash and share option
whether under the scheme or the offer and Old Mutual Life Assurance Company
Limited has undertaken to accept the all share option whether under the
scheme or the offer.

8.4  The irrevocable commitments referred to above are valid until 30
September 2001.
9.  CASH CONFIRMATION TO THE ZSE

In terms of the requirements of the ZSE, Stanbic Zimbabwe Limited has
confirmed, after making reasonable enquiries, that PPC has access to

sufficient resources to fulfil its obligations in terms of the scheme and
the offer.
10.  REGULATORY APPROVAL

The Reserve Bank of Zimbabwe and the South African Reserve Bank of have
approved the acquisition.

The High Court of Zimbabwe has ordered that the directors of Porthold are
authorised to convene a scheme meeting in terms of section 191 of the Act,
full details of which are set out in the circular to Porthold shareholders
referred to in paragraph 12 below.
11.  CONDITIONS PRECEDENT

The scheme, and to the extent indicated, the offer, are subject to the
fulfilment of the following conditions precedent:

-  the scheme being approved by a majority in number representing not less
than 75% in value of the votes exercisable by the scheme members present and
voting either in person or by proxy at the scheme meeting;

-  the High Court of Zimbabwe ("the Court") sanctioning the scheme;

-  certified copies of the Order of Court sanctioning the scheme being
registered by the Registrar of the Court; and

-  the obtaining of any other regulatory approvals as may be necessary to
implement the scheme or the offer.
12.  FURTHER DOCUMENTATION

Subject to obtaining the necessary regulatory approval, a circular

containing the relevant information relating to the scheme and the offer
will be posted to Porthold shareholders on or about 23 July 2001.  The
circular will incorporate a notice of the scheme meeting.
13.  SALIENT DATES AND TIMES

The salient dates and times pertaining to the scheme are set out in the
table below.  Full details concerning the dates pertaining to the offer will
be published in the press should the scheme not be implemented for any
reason.

                                                        2001

Last day for lodging forms of proxy for the scheme      Monday, 20 August
meeting (by 14h00)
(forms of proxy for the scheme meeting may also

be handed to the chairperson of the scheme meeting
not less than 10 minutes before the commencement
thereof)

Last day to register in order to vote at the scheme     Tuesday, 21 August
Meeting

Scheme meeting held at 14h00                            Wednesday, 22 August
Results of scheme meeting announced in the press        Monday, 27 August
Expected date of Court hearing to sanction the scheme   Wednesday,

                                                        5 September
If the scheme is sanctioned and implemented:
Press announcement that the scheme is sanctioned

and will become operative                               Friday, 7 September
Record date to determine participation in the

 scheme at the close of business                        Friday, 14 September
Termination of the listing of Porthold shares on the

ZSE and JSE with effect from*                           Monday, 17 September
Operative date of the scheme                            Thursday,

                                                        20 September

Scheme consideration available from                     Friday, 21 September
(If documents of title are received prior to the record date, failing which,
within 5 business days of receipt thereof by the transfer secretaries)
Anticipated listing of new PPC shares on the ZSE

and JSE                                                 Monday, 24 September
Notes:

The above dates and times may be subject to amendment.  Any amendment will
be published in the Zimbabwean and South African press.

* Transactions in Porthold shares on the ZSE and the JSE for the week ending
Friday, 14 September 2001 will be for immediate settlement.
Johannesburg and Bulawayo
20 July 2001
Merchant Bank
Standard Corporate and Merchant Bank
Attorneys to Porthold
Coghlan, Welsh & Guest
Independent Financial advisers to Porthold
PricewaterhouseCoopers
Attorneys to PPC in South Africa
Bowman Gilfillan Inc.
Attorneys to PPC in Zimbabwe
Atherstone & Cook
Sponsor in South Africa
Cazenove
Sponsoring Broker in Zimbabwe
Sagit