Cullinan - Proposed Merger and Further Cautionary Announcement

Cullinan - Proposed Merger 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")                                                   
PROPOSED MERGER OF THE BUSINESSES OF CULLINAN AND THEBE TOURISM GROUP (PTY)     
LIMITED AND FURTHER CAUTIONARY ANNOUNCEMENT                                     
1. INTRODUCTION                                                                 
Shareholders are advised that the company has entered into an Agreement dated 8 
May 2006 with, inter alia, Thebe Investment Corporation (Pty) Limited ("Thebe") 
for the acquisition of Thebe Tourism Group (Pty) Limited ("Thebe Tourism Group")
(a subsidiary of Thebe), details of which are set out below.                    
2. THE TRANSACTION                                                              
2.1 Terms of the transaction                                                    
Cullinan will acquire, with effect from 1 April 2006, the entire issued share   
capital and outstanding shareholders" loans in Thebe Tourism Group in exchange  
for new Cullinan shares, which will result in the vendors of Thebe Tourism Group
holding not more than 25% of Cullinan"s enlarged issued share capital.          
The new Cullinan shares will be issued at a price of 45 cents per share.        
2.2 Conditions precedent                                                        
The transaction is subject to fulfilment of, inter alia, the following          
conditions precedent:                                                           
- limited legal due diligence issues;                                           
- the approval of Cullinan shareholders in general meeting; and                 
- all required regulatory approvals, including, but not limited to, the JSE     
  Limited and the Competition Authorities.                                      
2.3 Rationale for the transaction                                               
The transaction will result in a truly African integrated tourism business. The 
complementary businesses of Thebe Group Tourism and Cullinan will form a        
substantial and diversified base from which the enlarged group can grow, extract
synergies and explore additional tourism opportunities. The transaction will    
also result in meaningful BEE ownership of the enlarged group, which is aligned 
with Cullinan"s objective of continuing to strengthen its empowerment           
credentials on all facets of the BEE Codes of Good Practice Scorecard.          
2.4 Nature of Thebe Tourism Group"s business                                    
Thebe Tourism Group is a significant Black Empowered company operating in the   
South African tourism industry, with direct investments in and control of some  
of the country"s prime tourism assets. Thebe Tourism Group comprises travel     
logistics companies (leisure tour operating and business tourism operations),   
investments and end-user tourism products and retail outlets located in tourism 
choke points.                                                                   
Investments include:                                                            
- Travel logistics and business tourism - Thebe Conferences, Perspective        
Projects, Thebe Exhibitions and Events, Hello Africa, Thebe Rewards.            
- Tour operating (leisure tourism-focused) - United Touring Company, Southern   
Touring Company, Ker & Downey.                                                  
- Tourism end-user products - Shareholder in the concessions at Cape Point and  
The Cradle of Humankind, Waterfront Expeditions, National/Alamo Car Rental      
(operating JV partner).                                                         
- Tourism retail - Shareholder in Cape Union Mart JV franchise at Johannesburg  
International Airport, Cape Town International Airport and V&A Waterfront, Thebe
Tourism Group Retail (comprising several destination retail stores - Taung      
Trading Post, Jeep, Official Logo Store, The Body Shop - at tourist choke points
such as Constitution Hill, Ushaka Marine World, Johannesburg International      
Airport and Arabella Sheraton Hotel in Cape Town).                              
- Financial Services - FX Africa, a foreign exchange dealer.                    
3. FURTHER CAUTIONARY ANNOUNCEMENT                                              
A further detailed announcement, which will include full details of the terms   
and conditions of the transaction and the financial effects thereof, will be    
published in due course. Shareholders are accordingly advised to continue to    
exercise caution when dealing in the company"s share until such announcement is 
made.                                                                           
Johannesburg                                                                    
8 May 2006                                                                      
Transaction sponsor                                                             
Bridge Capital Services                                                         
BRIDGE CAPITAL                                                                  
Sponsor                                                                         
LPC Manhattan Moela (Pty) Ltd                                                   
(Registration number 2001/009215/07)                                            
Financial advisor to Thebe                                                      
Bridge Capital Advisors                                                         
BRIDGE CAPITAL                                                                  
Attorneys to Thebe                                                              
WEBBER WENTZEL BOWENS                                                           
Due diligence advisors to Thebe                                                 
ERNST & YOUNG                                                                   
EY Corporate Finance (Pty) Ltd                                                  
(Registration number 2000/031575/07)                                            
Attorneys to Cullinan                                                           
MALLINICKS ATTORNEYS                                                            
Due diligence advisors to Cullinan                                              
BDO Spencer Steward (CT) Inc                                                    
Chartered Accountants (SA)                                                      
Registered Accountants and Auditors                                             
Date: 08/05/2006 03:16:03 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department