Cullinan - Acquisition Of Hylton Ross and further cautionary announcement

Cullinan - Acquisition Of Hylton Ross and further cautionary announcement       
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 HYLTON ROSS TOURS (PROPRIETARY) LIMITED ("Hylton Ross") AND      
FURTHER CAUTIONARY ANNOUNCEMENT                                                 
1. Introduction                                                                 
The board of directors of the company wishes to advise that Cullinan has entered
into an agreement with the vendors referred to in paragraph 3 below in terms of 
which it will acquire 100% of the issued share capital of Hylton Ross ("the     
acquisition"). The acquisition is subject to the conditions precedent set out in
paragraph 5 below.                                                              
2. Nature of business and rationale for the acquisition                         
Hylton Ross operates coaches and vehicles for hiring and charter in the domestic
tourist market. It also provides day tours in and around the Western Cape and   
the Garden Route. It is a well-established brand and enjoys a substantial market
share in the Western Cape. It is soundly managed and profitable.                
The acquisition is in line with Cullinan"s commitment to grow its portfolio of  
travel interests, both domestically and internationally. It increases the       
company"s investment in tourism in the important Western Cape market, which     
continues to offer growth in passenger numbers from both international and local
sources. Hylton Ross will continue to operate independently under the current   
management team and the leadership of Claus Tworeck ("Tworeck").                
3. The acquisition                                                              
Cullinan has, subject to the conditions precedent referred to in paragraph 5    
below, acquired Hylton Ross from Messrs. Tworeck and David Munton for a         
consideration of R31 million (comprising net assets of R16,65 million and       
goodwill of R14,37 million) to be settled in cash.                              
The effective date of the acquisition is 1 September 2005.                      
The agreement between the parties contains warranties that are usually found in 
agreements regarding transactions of this nature.                               
4. 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 financial year ended 30 September 2005. The financial effects are the       
responsibility of the directors of Cullinan and are prepared for illustrative   
purposes only. Because of their nature, the financial effects may not fairly    
present the financial position of the company, changes in equity, results of its
operations or cash flows after the acquisition.                                 
                                             Before After Change                
the          the   increase/    

                                 Notes  acquisition  acquisition  (decrease)    
                                             (cents)      (cents)         %     
 Earnings per share                  1         2,12         2,58      21,70     
Headline earnings per share         1         2,47         2,94      19,03     
 Net asset value per share           2         8,52         8,52          -     
 Net tangible asset value per share  2         3,32         1,32     (60,24)    
 Number of shares in issue ("000)           718 188      718 188          -     
Notes:                                                                          
1. On the assumption that the acquisition was effective throughout the financial
year ended on 30 September 2005. In calculating these effects, goodwill has not 
been amortised and will be subject to an annual impairment test.                
2. On the assumption that the acquisition was effective on 30 September 2005.   
5. Conditions precedent                                                         
The acquisition is subject to fulfilment or waiver of the following conditions  
precedent:                                                                      
- approval of the acquisition by the Competition Commission insofar as this may 
be necessary; and                                                               
- an agreement being concluded with Tworeck on acceptable terms and conditions  
in regard to his continued relationship with Hylton Ross and Cullinan.          
6. Further cautionary announcement                                              
Shareholders are advised that Cullinan is still conducting discussions that may 
have an effect on the share price and shareholders are accordingly urged to     
exercise caution in trading in their shares until a further announcement in this
regard is made.                                                                 
By order of the board                                                           
Johannesburg                                                                    
21 April 2006                                                                   
Corporate adviser                                                               
   LANARK FINANCIAL SERVICES                                                    
Attorneys                                                                       
   MALLINICKS ATTORNEYS                                                         
Sponsor                                                                         
   LPC MANHATTAN MOELA (Pty) Ltd                                                
  (Registration number 2001/009215/07)                                          
Date: 21/04/2006 05:05:16 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department