Trematon - Mandatory Offer To The Minority Shareholders Of Shops For Africa

Trematon - Mandatory Offer To The Minority Shareholders Of Shops For Africa     
Trematon Capital Investments Limited                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number 1997/008691/06)                                            
Share code: TMT & ISIN: ZAE000013991                                            
("Trematon" or "the company")                                                   
MANDATORY OFFER BY TREMATON TO THE MINORITY SHAREHOLDERS OF SHOPS FOR AFRICA    
LIMITED                                                                         
1. BACKGROUND                                                                   
 Trematon shareholders are referred to the announcement dated 8 March 2006      
notifying them that the company had acquired 40 070 722 shares (55.6%) in Shops 
for Africa Limited ("Shops for Africa") ("the acquisition"). In terms of the    
Securities Regulation Code on Take-overs and Mergers, the acquisition           
constitutes an "affected transaction" and Trematon is obliged to extend an offer
to Shops for Africa minority shareholders to acquire their Shops for Africa     
shares on terms and conditions no less favourable than those applicable to the  
acquisition.                                                                    
2. THE OFFER                                                                    
 Trematon hereby makes an unconditional irrevocable offer to the Shops for      
Africa minority shareholders to acquire all or any of their Shops for Africa    
shares for a cash consideration of 15 cents per share ("the offer"). Trematon   
intends invoking the provisions of section 440K of the Companies Act, 1973 (Act 
61 of 1973), as amended, to compulsorily acquire all the Shops for Africa shares
from the shareholders who do not accept the offer, should Shops for Africa      
shareholders holding in excess of 90% of the minority shareholding accept the   
offer.                                                                          
 A circular to Shops for Africa shareholders ("the offer circular"), setting out
the detailed terms of the offer and the procedure for acceptance of the offer,  
will be posted to Shops for Africa shareholders today. The advice from the      
liquidator of Shops for Africa ("the liquidator"), Mr Jurgens Steenkamp, and the
substance of the advice from a duly appointed independent professional expert   
will be posted within 14 days of the offer circular.                            
 Set out in the table below are the salient dates and times pertaining to the   
offer:                                                                          
                                                                      2006      
Offer opens at 09:00 on                                     Monday, 3 April     
Shops for Africa shareholders who accept the offer will                         
be entitled to the offer consideration from 1 and 2        Monday, 3 April      
Last day to trade in order to be eligible to                                    
participate in the offer on                             Thursday, 20 April      
Shops for Africa shares to trade ex the offer from        Friday, 21 April      
Record date to be eligible to participate                                       
in the offer on                                           Friday, 28 April      
Offer closes at 12:00 on                                  Friday, 28 April      
Results of the offer released on SENS on                    Tuesday, 2 May      
Results of the offer published in the press on            Wednesday, 3 May      
Notes:                                                                          
1. Holders of certificated shares who accept the offer will have their offer    
consideration posted, while holders of dematerialised shares who accept the     
offer (and who have instructed their CSDP/broker accordingly) will have their   
accounts at their CSDP/broker credited with the offer consideration.            
2. The offer consideration will be posted/effected within five business days of 
receipt of certificates and/or other documents of title by the transfer         
secretaries or receipt of notification by STRATE to the transfer secretaries,   
subject to approval by the liquidator.                                          
3. Holders of certificated shares may not dematerialise or rematerialise their  
Shops for Africa shares between Friday, 21 April 2006 and Friday, 28 April 2006,
both dates inclusive.                                                           
Cape Town                                                                       
3 April 2006                                                                    
Sponsor                                                                         
Bridge Capital                                                                  
Date: 03/04/2006 08:00:02 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department