Nampak and Malbak Further Joint Cautionary Announcement

Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Share code NPK    ISIN ZAE000004933
("Nampak")
Malbak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022234/06)
Share code MLB    ISIN ZAE000004487
("Malbak")
Further joint cautionary announcement
1. Introduction

Further to the joint cautionary announcement dated 2 November 2001, the
Boards of Nampak and Malbak (collectively, the "Companies") wish to advise
their shareholders that agreement has been reached on the terms of a

recommended offer by Nampak for Malbak which is expected to be made if
certain pre-conditions are satisfied. The proposed offer will involve the
acquisition by Nampak of Malbak shares in exchange for Nampak shares and
cash (the "Proposed Transaction").

Furthermore, a consortium led by Mr Douglas de Jager, the Chief Executive
Officer of Malbak, has made an offer to Malbak to acquire the rigid plastics
businesses of Malbak ("Malbak Rigids") for a cash consideration of

approximately R290.9 million (equivalent to 60 cents per Malbak share, based
on a fully diluted number of Malbak shares in issue of 484.9 million as
described in the note to paragraph 2.2 below) excluding debt and cash, with
effect from 1 October 2001 (the "Rigids Sale").

This announcement does not constitute an offer or a statement of a firm
intention to make an offer by Nampak for Malbak. The making of an offer is
subject to the satisfaction of the following pre-conditions:

-  signature of satisfactory agreements for the Rigids Sale, referred to in
more detail in paragraph 4 below, and the conclusion of satisfactory

arrangements for payment of the purchase consideration in respect of the
Rigids Sale; and

-  satisfactory completion of reciprocal due diligence exercises by both
Nampak and Malbak.

The Proposed Transaction will be subject to certain conditions precedent, as
set out in paragraph 5 below.
2. Terms of the Proposed Transaction
2.1 The offer

It is proposed that subject to the pre-conditions referred to in paragraph 1
above being satisfied, Nampak will propose a scheme of arrangement under
Section 311 of the South African Companies Act, 1973 (a "Scheme") or make an
offer under section 440A of the South African Companies Act, 1973, which
would result in Nampak owning all the issued share capital of Malbak.
2.2 The offer consideration

The offer consideration will be a combination of Nampak shares and cash,
such that the total amount of cash offered by Nampak is equal to the cash
received by Malbak in respect of the Rigids Sale. The transaction would
therefore result in Malbak shareholders receiving:

For every 100 Malbak shares held:            25.58 Nampak shares; and
                                             R60 in cash.

On the basis of a price per Nampak share of R10.95 at the close of business
on 11 December 2001 this would represent an offer price of R3.40 per Malbak
share. In addition, Malbak shareholders registered as such on 11 January
2002, will remain entitled to the interim dividend of 4 cents per Malbak
share declared by Malbak on 20 November 2001.

Based on a fully diluted number of Malbak shares in issue of 484.9 million,
a consideration of R3.40 per Malbak share corresponds to a total equity
value for Malbak of R1,649 million and represents a premium of 13.4 per cent
to the price of a Malbak share of R3.00 on 11 December 2001.

Based on the Nampak and Malbak share prices on 1 November 2001 of R11.50 and
R2.92 respectively, the last business day prior to the first cautionary
announcement, the premium is 21.3 per cent.

Based on the 12 month average of Nampak and Malbak share prices to 11
December 2001 of R11.40 and R2.36 respectively, the premium is 49.0 per
cent.

Given that the offer consideration includes Nampak shares, the implied
consideration per Malbak share will fluctuate in accordance with movements
in the Nampak share price. The table below sets out the implied

consideration per Malbak share at varying Nampak share price levels.

Nampak share price             Implied consideration per Malbak share
(Rand)                         (Rand)
10.50                          3.29
11.00                          3.41
11.50                          3.54
12.00                          3.67
12.50                          3.80

The Directors of Nampak believe that the Proposed Transaction would be
earnings neutral before synergies and restructuring costs, on a pro forma
basis to 30 September 2002.

Note: The 484.9 million Malbak shares in issue include the 477.2 million
shares used in the earnings per share calculation for the six months ended
30 September 2001 and assumes the issue of a further 7.7 million shares for
purposes of Malbak's share option scheme. It is envisaged that Malbak's 53.0
million treasury shares, which are not included in the 484.9 million shares
above, will be cancelled upon implementation of the Proposed Transaction.
2.3 Mix and Match Elections

Malbak shareholders will be entitled to elect under the terms of the

Proposed Transaction, subject to availability, to vary the proportions in
which they receive Nampak shares and cash (the "Mix and Match Elections").
However, the total number of Nampak shares and the total amount of cash to
be received by Malbak shareholders under the Proposed Transaction will not
be varied as a result of Mix and Match Elections.  Accordingly, the

satisfaction of Mix and Match Elections will be dependent upon the extent,
if any, to which other Malbak shareholders make offsetting elections. To the
extent that Mix and Match Elections cannot be satisfied in full, they will
be settled on a pro rata basis. Full details will be provided in the

Proposed Transaction documentation to be sent to Malbak shareholders if the
offer is made.
3. Rationale for the Proposed Transaction

Nampak's stated strategy has four broad themes, namely:

-  European expansion in selected niche market segments of the packaging
industry which provide opportunities for growth from industry fundamentals
and / or consolidation opportunities;

-  reduction of costs through a focus on efficiency in manufacturing and
marketing;

-  identifying and capitalising on opportunities within Africa; and
-  diversification and expansion of Namitech.
Malbak's strategy has similarly been:

-  to seek growth opportunities in niche markets in folding cartons in
Europe; and

-  to rationalise operations in South Africa and improve efficiency.

The Proposed Transaction is consistent with the Companies' strategies and
provides a strong platform for future growth. The Companies believe the
benefits of the Proposed Transaction will include the following:
3.1. European expansion

The combination will significantly enhance the European platform of the
Companies, providing a larger and more diverse base from which to grow and
compete effectively.

Nampak has successfully developed a European business in certain niche areas
within rigid plastics and will continue to seek growth opportunities. In
addition, the Proposed Transaction will provide growth opportunities in the
European folding cartons business, which fits well with Nampak's core
competencies and strategic objectives.

Folding cartons has been a core area of expertise throughout Nampak's
history and is a business segment that has previously been identified as an
area for expansion internationally due to the fragmented nature of the
market, particularly in Europe. The Malbak folding cartons businesses have
strong market positions in a number of attractive niche areas, particularly
healthcare and frozen foods.  This is consistent with Nampak's strategy as
developed in its Rigid Plastics division.

The Companies believe that the combination of the two groups' management
experience and expertise, the stronger balance sheet and the greater

diversification of earnings of the combined group will create a stronger
platform for further expansion within the fragmented European market.
3.2 Low cost, efficient producer

The domestic market for consumer goods in South Africa has limited growth
potential. The packaging market is currently serviced by domestic businesses
and imports. In order to remain competitive, manufacturers have had to focus
on cost containment and efficiency gains.

The Companies have recently completed major rationalisation exercises, which
have delivered significant benefits in their manufacturing processes and
helped maintain their competitive positions.  The Proposed Transaction
provides further opportunities to develop economies of scale and to increase
the productivity of manufacturing units, the benefits of which are expected
to include:

-  for South Africa and for customers, a world class packaging company with
the critical mass needed to offer globally competitive prices, increasing
direct and indirect exports and reducing imports;

-  for employees, a stronger group able to offer enhanced career prospects;
and

-  for shareholders, a more efficient manufacturer with greater capacity
utilisation and a consequent improvement in margins and the opportunity for
enhanced growth.
4. The Rigids Sale

A consortium led by Mr Douglas de Jager has made an offer to acquire Malbak
Rigids for a cash consideration of approximately R290.9 million (equivalent
to 60 cents per Malbak share, based on a fully diluted number of Malbak
shares in issue of 484.9 million, as described in the note to paragraph 2.2
above) excluding attributable interest bearing debt and cash but including
all other liabilities, with effect from 1 October 2001. Malbak Rigids
comprises the businesses of Xactics, Kohler Versapak and M.Y. Plastics.
The Rigids Sale is subject to the following conditions precedent:

-  signature of sale and purchase agreements in respect of the Rigids Sale;
-  approval by Malbak shareholders, excluding the consortium led by Mr
Douglas de Jager, which is deemed to be a related party in terms of the
Listing Requirements of the JSE Securities Exchange of South Africa; and
-  approval by the Competition Commission and such other regulatory
authorities as may be required.

5. Conditions precedent to the Proposed Transaction

The Proposed Transaction itself will be subject to a number of conditions,
including the following:
-  approval by Nampak shareholders;

-  approval by Malbak shareholders in the case of a Scheme;

-  approval by the Competition Tribunal, the South African Reserve Bank and
such other regulatory authorities, as may be required, in respect of the
Proposed Transaction and the Rigids Sale; and
-  completion of the Rigids Sale.
6. Competition Commission

A joint merger filing in respect of the Proposed Transaction will be

submitted to the Competition Commission in due course.
7. Recommendation

The Boards of Nampak and Malbak believe the Proposed Transaction would be in
the interests of Nampak and Malbak shareholders respectively, and, assuming
the satisfaction of the pre-conditions and the making of a formal offer,
they intend to recommend the Proposed Transaction to their shareholders.
8. Nampak board positions

On successful completion of the Proposed Transaction, three Malbak directors
will be invited to join the Nampak board.
9. Further announcements

Further announcements in respect of the Proposed Transaction and the Rigids
Sale will be published in due course. Until publication of such further
announcements, shareholders of Nampak and Malbak are advised to continue to
exercise caution when dealing in the securities of the respective companies.
Johannesburg
13 December 2001
Financial adviser to Nampak
UBS Warburg Corporate Finance (SA) (Pty) Ltd
A financial services group of UBS AG
(Registration number 1994/008363/07)
Legal adviser to Nampak
Bowman Gilfillan Inc
(Registration number 1998/021409/21)
Sponsor to Nampak
UBS Warburg Securities (SA) (Pty) Ltd
A financial services group of UBS AG
(Member of the JSE)
(Registration number 1996/011140/07)

Financial adviser and transactional sponsor to Malbak
SG Hambros South Africa
Legal adviser to Malbak
Cliffe Dekker Fuller Moore Inc
(Registration number 1998/018173/21)
Sponsor to Malbak
Rand Merchant Bank Corporate Finance
A division of FirstRand Bank Limited