Illovo Odd-Lot Offer

Illovo Odd-Lot Offer                                                            
ILLOVO SUGAR LIMITED                                                            
   (Incorporated in the Republic of South Africa)                               
(Registration number 1906/000622/06)                                         
   JSE share code: ILV   ISIN: ZAE000003547                                     
   ("Illovo")                                                                   
ODD-LOT OFFER                                                                   
1. Introduction                                                                 
   There are currently 2 588 out of 4 282 registered shareholders in Illovo,    
being 60% of the total number of shareholders, who hold fewer than 100          
shares ("odd-lot holders"). These odd-lot holders hold approximately 68 172     
shares which constitutes only 0,02% of the total number of shares in issue.     
In order to reduce the substantial recurring costs of administration            
connected with this large number of small shareholders, the directors of        
Illovo have resolved to propose an odd-lot offer ("odd-lot offer") to           
facilitate the reduction in the number of small shareholders in Illovo in an    
equitable manner.                                                               
2. Odd-lot offer                                                                
   Odd-lot holders who hold, individually, in aggregate fewer than 100          
shares may elect to either:                                                     
-  purchase sufficient additional shares at R8,13 per share, being the offer    
price, to increase their odd-lot holdings to 100 shares;  or                    
-  sell their odd-lot holdings at R8,54 per share, being the offer price        
plus a 5% premium; or                                                           
-  retain their odd-lot holdings.                                               
   The offer price is R8,13 per share and has been determined by using the      
volume weighted average traded price of the shares on the JSE Securities        
Exchange South Africa ("JSE") over the five trading days ended Friday, 7        
June 2002.                                                                      
   If an odd-lot holder elects to sell his/her shares or does not make an       
election, the odd-lot holdings will be sold to either those odd-lot holders     
who elect to increase their odd-lot holdings or Illovo, as the case may be.     
3. Condition precedent                                                          
   The implementation of the odd-lot offer is subject to the fulfilment of      
the condition precedent that the relevant ordinary and special resolutions,     
contained in the notice of annual general meeting included in and forming       
part of the 2002 Annual Report, which will be posted together with the          
circular referred to in paragraph 8 below, are duly passed and that the         
special resolutions are registered by the Registrar of Companies.               
4. Salient dates and times                                                      
                                                                        2002    
Election period for the odd-lot offer opens on              Tuesday, 18 June    
Forms of proxy for the annual general meeting of members                        
to be received by 14:30 on                                   Monday, 15 July    
Annual general meeting of members to be held at 14:30 on  Wednesday, 17 July    
Finalisation announcement published on                     Thursday, 18 July    
Last day to trade in order to participate in the                                
odd-lot offer on                                           Friday, 26 July    
Election period for the odd-lot offer closes on           Wednesday, 31 July    
Form of election for the odd-lot offer to be received by  Wednesday, 31 July    
Record date to determine those shareholders entitled to                         
participate in the odd-lot offer at                                             
  the close of business on                                  Friday, 2 August    
Implementation of the odd-lot offer takes effect after                          
  close of business on                                      Friday, 2 August    
Implementation announcement published on                    Monday, 5 August    
New share certificates (if requested) in respect of                             
 certificated shareholders posted against surrender of                          
 existing documents of title, and safe custody accounts                         
debited/credited at CSDP/ broker in respect of                                 
 dematerialised shareholders, on                            Monday, 5 August    
Cheques or electronic transfers in respect of the sale by                       
  odd-lot holders of odd-lot holdings posted or effected on Monday, 5 August    
Notes:                                                                          
1. The above dates and times are subject to change. Any changes will be         
published in the South African press and over SENS.                             
2. Odd-lot holders who have not dematerialised their shares will not be able    
to do so between 22 July 2002 and 2 August 2002, both dates inclusive.          
5. Effect on Illovo`s share capital                                             
   The potential specific repurchase of shares or issue of new shares for       
cash by Illovo as a result of the odd-lot offer will have no material effect    
on Illovo`s share capital.                                                      
6. Financial effects                                                            
   The odd-lot offer and the potential specific repurchase or the potential     
issue of new shares for cash by Illovo are not expected to have any material    
effect on the earnings and headline earnings per share, or on the net asset     
value and net tangible asset value per share of Illovo.                         
7. Confirmation of financial resources                                          
   ING Investment Banking has satisfied the JSE that Illovo will have the       
necessary resources available to satisfy full acceptance of the odd-lot         
offer.                                                                          
8. Circular                                                                     
   A circular to Illovo shareholders containing details of the odd-lot          
offer, a form of election and a form of surrender, will be posted to            
shareholders on Tuesday, 18 June 2002 together with the 2002 Annual Report      
and notice of annual general meeting.                                           
   Mount Edgecombe                                                              
14 June 2002                                                                 
Financial adviser and sponsor                                                   
   ING Investment Banking                                                       
Legal adviser                                                                   
Garlicke & Bousfield                                                          
Date: 13/06/2002 05:15:18 PM Produced by the SENS Department