Hosken Consolidated Investments Limited - Increase Of HCI"s Interest In Vukani

Hosken Consolidated Investments Limited - Increase Of HCI"s Interest In Vukani  
Gaming Corporation (Pty) Ltd                                                    
Hosken Consolidated Investments Limited                                         
(Registration number 1973/07111/06)                                             
(Incorporated in the Republic of South Africa)                                  
ISIN Number:   ZAE000003257        Share Code: HCI                              
("HCI" or the "Company")                                                        
INCREASE OF HCI"S INTEREST IN VUKANI GAMING CORPORATION (PTY) LTD               
1.   Introduction                                                               
HCI shareholders are advised that HCI has entered into agreements with the      
Trustees for the time being of the Bevin Trust, Karen Judy Slabbert and Willem  
Hendrik Van Schalkwyk ("the Vendors") for the acquisition of a further 5%       
effective interest in Vukani Gaming Corporation (Pty) Ltd ("Vukani") by HCI     
("the Transaction").  Vukani is presently wholly owned by Global Payment        
Technology Holdings (Pty) Ltd ("GPT Holdings"), an investment holding company.  
The shareholding in GPT Holdings is effectively held as to 95% by HCI and 5% by 
the Vendors. In terms of the agreements, the vendors will swap their 5% interest
in GPT Holdings for 500 000 new HCI shares ("the consideration shares") and a   
further 250 000 new HCI shares should certain profit warranties in Vukani be    
met. Implementation of this transaction will result in HCI owning 100% of GPT   
Holdings and indirectly 100% of Vukani.                                         
2.   Nature of business of Vukani                                               
Vukani holds licences from Gaming Boards in five provinces of South Africa to   
conduct business to operate limited payout machines in designated premises. The 
company is operational in three of the five provinces of South Africa with the  
other two provinces expecting to commence operations later on in the year.      
.                                                                               
3.   Rationale                                                                  
Vukani is in the early stages of its roll out of limited payout gaming machines 
in the operational provinces. As the roll out gains momentum in these provinces 
and operations commence in the remaining provinces, Vukani is expected to enter 
a period of high growth in the next few years.  This transaction enables HCI to 
obtain an increased exposure to Vukani at an early stage.  This transaction also
enables the vendors to be more effectively incentivised by holding their shares 
in HCI.                                                                         
4.   Consideration                                                              
The consideration payable by HCI for the acquisition of the 5% effective        
interest in Vukani is to be discharged as follows :                             
by delivering to the vendors 500 000 ordinary issued shares in its capital ("the
Consideration Shares") with immediate effect and                                
by delivering to the vendors after the finalisation and signature of the 2008   
group financial statements of GPT Holdings by the Company"s auditors, a further 
8 333 new HCI ordinary shares for every additional R1 million of profit after   
tax ("PAT") above R60 million, but subject to a maximum total number of 250 000 
additional new ordinary issued shares in its capital ("the Agterskot Shares").  
The vendors will not be entitled to any Agterskot shares if the PAT is less than
R60 million.                                                                    
5.   Small related party transaction                                            
The vendors are directors of subsidiary companies within the HCI Group and      
according to the listings requirements of the JSE are related parties to HCI.   
In accordance with the provisions of Rule 10.7 of the JSE Listings Requirements,
the transaction is a small related party transaction. Accordingly HCI has       
appointed Moores Rowland as independent professional expert to provide written  
confirmation as to whether this transaction is fair and reasonable to HCI       
shareholders. Moores Rowland has provided written confirmation that the         
transaction is fair and reasonable to HCI shareholders ("the Fair and Reasonable
Opinion"). The Fair and Reasonable Opinion will be available for inspection at  
the offices of HCI during normal business hours until 12 May 2006.              
6.   Financial effects                                                          
The financial effects of the transaction on the published consolidated unaudited
results of HCI for the 6 months ended 30 September 2005 are not significant.    
13 April 2006                                                                   
Sponsor                                                                         
Investec Bank Limited                                                           
Corporate Advisor to HCI                                                        
HJS Advisory Services (Pty) Ltd                                                 
Date: 13/04/2006 11:32:19 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department