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CULLINAN HOLDINGS LIMITED - ACQUISITION OF AFRICAN TRAVEL (2003) Inc. CULLINAN HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1902/001808/06) Share code: CUL ISIN: ZAE000013710 ("Cullinan" or "the company") ACQUISITION OF AFRICAN TRAVEL (2003) Inc.("African Travel") 1. Introduction The board of directors wishes to advise that Cullinan has entered into an agreement in terms of which it will acquire 100% of the issued share capital of African Travel ("the acquisition"). 2 Rationale for the acquisition The business of Africa Travel is to provide customised travel packages to Africa for high net-worth travellers from North America. The focus to date has been Southern and Eastern Africa and Egypt. The opportunity for the acquisition arises from the liquidation of Far & Wide Inc., a holding company having diverse interests in the travel and tourism industry in the United States of America and Canada. African Travel, which has been owner-managed for the last 20 years, was acquired by Far & Wide Inc. in 1999 and, subsequent to the liquidation, by the Travel Corporation Limited. The acquisition will result in an enhanced customer base for Thompsons Inbound, a division of Cullinan. 3. The acquisition Cullinan has acquired African Travel for a consideration of USD 500 000, to be settled in cash. The effective date of the acquisition is 3 November 2003 and the vendor of African Travel is The Travel Corporation Limited ("the vendor"). The agreement contains warranties, which are usually found in agreements regarding transactions of this nature. 4. Related party transaction, appointment of an independent professional expert ("the IPE") and conditions precedent The vendor is the ultimate holding company of Cullinan. The acquisition therefore constitutes a related party transaction in terms of the Listings Requirements of the JSE Securities Exchange South Africa ("the JSE"), which, due to its size, is categorised as a small related party transaction and does not require approval by the shareholders of Cullinan in general meeting. The acquisition is however subject to the issue of a fair and reasonable statement regarding the acquisition by the IPE, the appointment of which is subject to the approval of the JSE. The IPE is in the process of being appointed and such appointment and the opinion on the acquisition will be the subject of a further announcement. In addition, the acquisition is subject to the approval of the Exchange Control Division of the South African Reserve Bank. 5. Financial effects of the acquisition The table below sets out the financial effects of the acquisition on the earnings, headline earnings, net asset value and net tangible asset value per share in Cullinan based on the audited financial statements of the company for the year ended 30 September 2002. Before the After the Acquisition acquisition Change Notes (cents) (cents) (%) Earnings per share 1 2,3 2,4 4 Headline earnings per share 1 2,7 2,8 4 Tangible net asset value per share 2 0,7 0,2 (71) Net asset value per share 2 3,6 3,6 - Number of shares in issue (000"s) 684 638 684 638 - Notes: 1. On the assumption that the acquisition was effective throughout the financial year ended on 30 September 2002. 2. On the assumption that the acquisition was effective on 30 September 2002. By order of the board Johannesburg 26 November 2003 Corporate adviser LFS Lanark Financial Services (Proprietary) Limited (Registration number 1999/021799/07) Auditors BDO Spencer Steward (JHB) Inc Chartered Accountants (SA) Registered Accountants and Auditors Sponsor LPC Manhattan Sponsors (Pty) Ltd (Registration number 1999/024792/07) Date: 26/11/2003 04:17:03 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
