Lewis Group Limited - Offer of GUS plc"s remaining stake in Lewis

Lewis Group Limited - Offer of GUS plc"s remaining stake in Lewis               
Lewis Group Limited                                                             
Incorporated in the Republic of South Africa                                    
Formerly Rowmoor Investments 505 (Proprietary) Limited                          
Registration number: 2004/009817/06                                             
JSE share code: LEW         ISIN: ZAE000058236                                  
("Lewis")                                                                       
Offer of GUS plc"s remaining stake in Lewis                                     
Lewis shareholders are referred to a GUS plc ("GUS") announcement released      
yesterday indicating its intention to dispose of its entire remaining holding in
Lewis. The body of the announcement is set out below:                           
"GUS plc, the retail and business services group, today announces its intention 
to dispose of its entire remaining interest in its South African business, Lewis
Group Limited ("Lewis") of 50,000,001 Lewis shares, comprising 50% of the issued
share capital of Lewis (the "Offering").  The Offering excludes the four million
Lewis shares which will be transferred to the Lewis Employee Share Incentive    
Trust.  The Offering will be implemented through a bookbuilding procedure       
commencing today and is expected to close on or before the close of business on 
20 May 2005.                                                                    
The initial public offering of Lewis was successfully completed on 4 October    
2004 as part of GUS" strategy to release value for its shareholders, while      
enhancing the development opportunities for Lewis.  The Board of GUS believes   
that now is the appropriate time to divest its remaining shareholding in Lewis  
in line with this strategy.                                                     
The proceeds from the sale will be used by GUS to reduce debt.  Lewis will not  
receive any of the proceeds from the Offering.                                  
John Peace, Group Chief Executive of GUS, commented:                            
"The plan to sell our remaining stake in Lewis is another important step in     
reshaping the GUS portfolio.  The operational and financial performance of Lewis
is strong.  With its excellent management team, we believe it is well positioned
for further growth.""                                                           
Alan Smart, Chief Executive of Lewis, commented:                                
"Whilst we have enjoyed a supportive and mutually beneficial relationship with  
GUS, Lewis has operated on an independent basis in terms of day-to-day          
operations.  As the recent results demonstrate, Lewis is performing very well   
and has a clear strategy for growth underpinned by its strong market position   
and we intend to continue to focus on delivering value to all our shareholders. 
This represents an opportunity to improve the free float and liquidity of Lewis 
shares, answering the demand of institutional shareholders since listing and    
removing the uncertainty as to GUS" intentions in relation to its residual stake
in Lewis"                                                                       
The Lewis group has existing banking facilities with three banks which are drawn
down periodically. The facility agreements were concluded at the time that the  
Lewis group was wholly-owned by the GUS group and contain change in control     
provisions which may be triggered by the Offering. If these provisions are      
triggered, they may entitle the banks to call-up the banking facilities of the  
Lewis group. The management of Lewis has had preliminary discussions with       
representatives of the banks and, in light of such discussions, is of the view  
that it is unlikely that the banks will enforce their rights in this regard.  In
the unlikely event that the banks decide to call-up the banking facilities,     
management is of the view that the Lewis group would be able to secure          
alternative sources of funding.                                                 
Upon implementation of the Offering, GUS will transfer shares comprising 4% of  
the issued share capital of Lewis to the Lewis Employee Share Incentive Trust,  
to enable the trustees of such trust to administer such shares in accordance    
with the provisions of the Lewis employee share incentive schemes. The Lewis    
employee share incentive schemes contain provisions regulating the rights of    
participants under such schemes in the event of a change in control of Lewis,   
which generally provide for an acceleration of such rights.  However, certain   
key executives of Lewis, including the chief executive officer, have furnished  
Lewis with written undertakings in terms of which they agree and undertake that 
they will not call for the delivery of any Lewis shares to which they may be    
entitled in terms of the Lewis employee share incentive schemes or dispose of   
such shares prior to 1 October 2007.                                            
An offering memorandum issued by GUS in relation to the Offering is available   
for inspection at UBS" offices in Johannesburg until 20 May 2005.               
18 May 2005                                                                     
Global co-ordinator and sole bookrunner: UBS                                    
Co-lead managers: Investec and JP Morgan                                        
Sponsor to Lewis: UBS                                                           
No offer or invitation to acquire Lewis shares is being made by this            
announcement and this announcement is made by Lewis solely for information      
purposes.  The Offering is being made by GUS and not Lewis.                     
This announcement has been issued by Lewis and is the sole responsibility       
ofLewis. UBS South Africa (Proprietary) Limited ("UBS"), Investec Bank Limited  
("Investec") and JP Morgan Securities Limited ("JP Morgan") are acting          
exclusively for GUS and no one else in connection with the Offering and will not
be responsible to anyone other than GUS for providing the protections afforded  
to clients of UBS, Investec and JP Morgan nor for providing any advice in       
relation to the Offering or any other matters referred to in this announcement. 
This announcement is for information purposes and does not constitute an offer  
of, or an invitation by or on behalf of GUS plc, Lewis, UBS, Investec or JP     
Morgan to subscribe for or purchase any shares and may not be used for the      
purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in  
any circumstances in which such offer or solicitation is not authorised or is   
unlawful. This announcement and the Offering do not constitute an offer in or   
from the United States, Canada, Australia, Japan or any other jurisdiction where
the dissemination of this announcement or the making of the offer may be illegal
or fails to conform to the laws of such jurisdiction.                           
The GUS announcement contained in the Lewis announcement is only directed at (i)
persons who are outside the United Kingdom or (ii) investment professionals     
falling within Article 19(1) of the United Kingdom Financial Services and       
Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") or (iii) high   
net worth entities, and other persons to whom it may lawfully be communicated,  
falling within Article 49(1) of the Order (all such persons together being      
referred to as "relevant persons"). The offer shares have not been offered or   
sold nor will they be offered or sold in circumstances which have resulted or   
will result in an offer to the public in the United Kingdom within the meaning  
of the United Kingdom Public Offers of Securities Regulations 1995 and are only 
available to, and any invitation, offer or agreement to subscribe, purchase or  
otherwise acquire any offer shares will be engaged in only with, relevant       
persons and where all applicable provisions of the United Kingdom Financial     
Services and Markets Act 2000 ("FSMA") have been complied with. Any person in   
the United Kingdom who is not a relevant person should not act or rely on this  
announcement or any of its contents. In addition no person may communicate or   
cause to be communicated any invitation or inducement to engage in investment   
activity (within the meaning of section 21 of FSMA) received by it in connection
with the issue or sale of any offer shares except in circumstances in which     
section 21(1) of FSMA does not apply.                                           
The offer shares have not been, nor will they be, registered under the United   
States Securities Act of 1933, as amended (the "Securities Act"), or any        
securities laws of any state of the United States, and such shares are not and  
may not be offered or sold within the United States.                            
The offer shares may not, directly or indirectly, be offered, sold, transferred 
to or delivered in the Netherlands, whether at their initial distribution or at 
any time thereafter, and neither this announcement nor any other document in    
respect of the Offering may be distributed or circulated in the Netherlands,    
other than to individuals or legal entities who or which trade or invest in     
securities in the conduct of their profession or trade (which includes banks,   
investment institutions, securities intermediaries, insurance companies, pension
funds, other institutional investors and treasury departments and finance       
companies of large enterprises).                                                
This announcement does not constitute a prospectus within the meaning of Article
652a of the Swiss Code of Obligations of March 30, 1911. Accordingly, the offer 
shares may not be offered or distributed in or from Switzerland on the basis of 
a "public solicitation" and neither this announcement nor any offering material 
relating to the offer shares may be distributed in connection with any offer or 
distribution which may constitute such a solicitation.                          
Date: 18/05/2005 08:01:42 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department