CULLINAN HOLDINGS LIMITED: DECLARATION THAT THE OFFER IS UNCONDITIONAL

CULLINAN HOLDINGS LIMITED: DECLARATION THAT THE OFFER IS UNCONDITIONAL          
CULLINAN HOLDINGS LIMITED                                                       
  (Incorporated in the Republic of South Africa)                                
(Registration number 1902/001808/06)                                          
  JSE Share code: CUL   ISIN: ZAE000013710                                      
  ("Cullinan")                                                                  
DECLARATION THAT THE OFFER IS UNCONDITIONAL                                     
1. Unconditional offer                                                          
   Brait Advisory Services Limited is authorised to announce that the offer made
by Travcorp Financial Services Limited to the shareholders of Cullinan ("the    
offer"), as set out in detail in the circular to Cullinan shareholders dated 13 
June 2002, has been declared unconditional as to acceptances. The remaining     
condition precedent being the registration of the special resolutions with the  
Registrar of Companies, has been duly met. In terms of the Securities Regulation
Panel Code, the offer will remain open for a further minimum period of 14 days  
and will close at 16:30 on Friday, 26 July 2002.                                
2. Surrender of share certificates or other documents of title                  
   Cullinan shareholders who wish to accept the offer may surrender their share 
certificates or other relevant documents of title in respect of their Cullinan  
shares for the consideration of 11 cents per Cullinan share by no later than    
Friday, 26 July 2002.                                                           
 Shareholders that have dematerialised their shares with a Central Securities   
Depository Participant ("CSDP") or broker must arrange with the CSDP or broker  
concerned to provide them with the necessary documentation should they elect to 
accept the offer. This must be done in terms of the agreement entered into      
between the shareholders concerned and the CSDP or broker concerned.            
3. Cheques                                                                      
Cheques in respect of the offer consideration will be posted to the Cullinan 
shareholders who accept the offer, or deposited directly into the shareholders` 
bank accounts, depending on the Cullinan shareholders` instructions contained in
the properly completed form of surrender and acceptance, within seven business  
days of receipt of the properly completed form of surrender and acceptance and  
valid documents of title. Shareholders who have already dematerialised their    
shares through a CSDP or broker will receive the offer consideration as agreed  
to between the shareholder and CSDP or broker.                                  
Sandton                                                                       
  10 July 2002                                                                  
Corporate advisor                                                               
  Brait                                                                         
Sponsor                                                                         
  LPC Manhattan Sponsors                                                        
  (Registration number 1999/024792/07)                                          
Independent advisor to the Cullinan minorities                                  
BDO Spencer Steward (CT) Inc                                                  
  Chartered Accountants (SA)                                                    
  Registered Accountants and Auditors                                           
Legal advisor to Cullinan                                                       
Rabin, van den Berg & Pelkowitz                                               
  Advisory Services (Pty) Ltd                                                   
  (Registration number 1999/017244/07)                                          
Legal advisor to Travcorp                                                       
Bernadt-Vukic-Potash & Getz Attorneys                                        
Independent reporting accountants                                               
  BDO Spencer Steward (CT) Inc                                                  
  Chartered Accountants (SA)                                                    
Registered Accountants and Auditors                                           
Date: 10/07/2002 04:21:00 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department