STEINHOFF INTERNATIONAL HOLDINGS LIMITED - STEINHOFF"S INVESTMENT IN UNITRANS

STEINHOFF INTERNATIONAL HOLDINGS LIMITED - STEINHOFF"S INVESTMENT IN UNITRANS   
LIMITED                                                                         
STEINHOFF INTERNATIONAL HOLDINGS LIMITED                                        
(Incorporated in the Republic of South Africa)                                  
(Registration Number 1998/003951/06)                                            
Share code:  SHF;       ISIN : ZAE000016176                                     
("Steinhoff" or "the Company")                                                  
STEINHOFF"S INVESTMENT IN UNITRANS LIMITED                                      
In terms of a shareholders agreement entered into between Steinhoff and Murray &
Roberts Holdings Limited ("M&R") on 30 June 2000, Steinhoff and M&R enjoy       
reciprocal pre-emptive rights in respect of their respective shareholdings in   
Unitrans Limited ("Unitrans").  Steinhoff currently holds approximately 26% of  
Unitrans"s issued share capital.                                                
On 31 August 2004, Steinhoff was formally informed by M&R that it had received  
an offer from a third party for all of its 34 216 680 ordinary shares in        
Unitrans (constituting approximately 44% of Unitrans"s current issued share     
capital) (`the Unitrans shares") held through a subsidiary of M&R, United       
General Investments (Proprietary) Limited ("UGI") ("the third party offer").    
In accordance with the terms of the pre-emptive rights, UGI has offered the     
Unitrans shares to Steinhoff ("the pre-emptive offer").  The pre-emptive offer  
contains mutatis mutandis the same terms and conditions as the third party      
offer.                                                                          
Shareholders are advised that Steinhoff has accepted the pre-emptive offer.     
Steinhoff will either:                                                          
-    acquire the Unitrans shares; or                                            
-    place the Unitrans Shares with third party investors; or                   
-    a combination of the above.                                                
The placement of shares with third party investors will be implemented in       
accordance with procedures approved by the JSE Securities Exchange South Africa 
and in terms of the Securities Regulation Code on Take-overs and Mergers and the
Rules of the Securities Regulation Panel ("the SRP Code").                      
Steinhoff will advise shareholders by not later than 4 October 2004 of the      
number of shares it has elected to acquire for its own account and / or place   
with third party investors.  In the event that Steinhoff"s election results in  
its shareholding in Unitrans increasing to 35% or more, thereby giving rise to a
mandatory offer to Unitrans shareholders, as contemplated in the SRP Code,      
Steinhoff will make such mandatory offer to all the holders of Unitrans ordinary
shares, other than Steinhoff Africa Holdings (Proprietary) Limited, as required 
by the SRP Code ("the minority offer").  In the event of Steinhoff"s election   
giving rise to the minority offer, Steinhoff will procure the submission of the 
necessary confirmation to the SRP as to the adequacy of its resources to        
implement the minority offer in full in accordance with its terms.              
The salient terms of the third party offer include:                             
-    a cum-dividend price of R28,00 per Unitrans share, subject to certain      
     adjustments based on the audited financial statements of Unitrans for the  
     year ended 30 June 2004.  Shareholders are advised that Unitrans has       
     declared a dividend of R1,00 per share in respect of its financial year    
ended 30 June 2004, payable on 4 October 2004;                             
-    in the event that the purchase price payable to M&R has not been paid, due 
     to outstanding regulatory approvals the most notable of which being the    
     issue of a clearance certificate by the Competition Authorities, by 28     
February 2005, the purchase price will accrue interest from 1 March 2005 to
     date of payment at 70% of the publicly quoted prime rate of interest on    
     overdraft from time to time.                                               
The acquisition of further shares in Unitrans, whether it be the acquisition by 
Steinhoff of a controlling interest, or otherwise, will not have a material     
effect on the headline earnings, earnings and net asset value per Steinhoff     
share.                                                                          
Wynberg                                                                         
3 September 2004                                                                
Corporate adviser and sponsor           Legal adviser                           
PSG CAPITAL LIMITED                     HOFMEYR HERBSTEIN GIHWALA INC.          
Date: 03/09/2004 11:04:04 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department