Steers Holdings Limited - Acquisition and Further Cautionary

Steers Holdings Limited - Acquisition and Further Cautionary                    
STEERS HOLDINGS LIMITED                                                         
(Registration No.1969/004875/06)                                                
("Steers" or "the company")                                                     
Share Code STE                                                                  
ISIN ZAE000008330                                                               
ACQUISITION OF PLEASURE FOODS INCLUDING WIMPY AND WHISTLE STOP BRANDS AND       
FURTHER CAUTIONARY ANNOUNCEMENT                                                 
1. Introduction                                                                 
Further to the cautionary announcements on 28 March, 14 May and 7 July 2003,    
Java Capital (Pty) Limited is authorised to announce that Steers has acquired   
(the "acquisition") from existing management and Ethos Private Equity Fund III  
the entire issued share capital of Pleasure Foods (Pty) Limited ("Pleasure      
Foods"), subject to conditions precedent referred to below.                     
Pleasure Foods and its wholly owned subsidiaries (the "Pleasure Foods Group")   
comprise the entire franchise network of Wimpy and Whistle Stop outlets. The    
Pleasure Foods Group recently disposed of its Juicy Lucy and Milky Lane         
franchises.                                                                     
The acquisition will double Steers" existing franchise network and position     
Steers for local and international expansion.                                   
2. The terms and conditions of the acquisition                                  
The effective date of the acquisition is 1 July 2003 (the "effective date").    
The purchase consideration is R150 600 000, subject to adjustments depending on 
interest-bearing debt as at the effective date, costs of settling that debt and 
working capital as at the effective date.  The adjustments will be determined   
after fulfilment of conditions precedent.                                       
It is expected that the acquisition will close and the price be paid on about 1 
December 2003, after the acquisition has become unconditional.                  
3. Conditions precedent                                                         
The acquisition is subject to the fulfillment or waiver of the following        
conditions precedent by an outside date of 60 business days after due diligence 
completion:                                                                     
* a due diligence investigation of the Pleasure Foods Group on behalf of Steers,
demonstrating that certain material matters are satisfactory;                   
* delivery of audited accounts showing annual audited earnings before interest, 
taxation, depreciation and amortisation of the Pleasure Foods Group of not less 
than R30 000 000;                                                               
* approval of the acquisition by shareholders of Steers;                        
* approval of the acquisition by the JSE Securities Exchange South Africa;      
* approval of the acquisition in terms of the Competition Act No. 89 of 1998;   
and                                                                             
* consent of existing debt providers to the Pleasure Food Group to the          
transaction, the settlement of such debt, the release of guarantees provided by 
Ethos Private Equity Fund III and the release of all other security furnished   
pursuant to the provision of that debt.                                         
Details of Steers" funding arrangements, which are not a condition precedent to 
the acquisition, will be announced in due course.                               
4. Irrevocable undertakings                                                     
Steers shareholders representing in excess of 51% of the issued shares of Steers
have given irrevocable undertakings to vote their shares at a general meeting in
favour of all resolutions necessary or incidental to approval and implementation
of the acquisition.                                                             
5. Further cautionary announcement                                              
A full terms announcement, incorporating financial effects, will be published in
due course. Accordingly, Steers shareholders are advised to continue exercising 
caution when dealing in their shares.                                           
Johannesburg                                                                    
19 August 2003                                                                  
Corporate advisor and sponsor           Legal advisor to Steers                 
to Steers                                                                       
Java Capital                            H R Levin and Associates                
Legal advisor to Ethos Private Equity Fund III and Pleasure Foods (Pty) Limited 
Webber Wentzel Bowens                                                           
Date: 19/08/2003 01:30:11 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department