The Tongaat-Hulett Group - Sanctioning of the scheme of arrangement

The Tongaat-Hulett Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1892/000610/06)
(Share code: TNT)
(ISIN: ZAE0000007449)

Shareholders are advised that the scheme of arrangement in terms of Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, proposed by THG between THG and its shareholders ("the scheme"), in terms of which THG will repurchase 4.5% of the ordinary shares in issue in THG, was sanctioned by the High Court of South Africa (Natal Provincial Division) ("Court") on Tuesday, 19 June 2007.

A certified copy of the Order of Court sanctioning the scheme will be lodged with the Registrar of Companies and it is expected to be registered by Friday 22 June 2007. Apart from the registration of the Order of Court, all other conditions precedent relating to the scheme have been fulfilled.

The scheme is part of the transactions set out below which are being implemented according to the timetable and details contained in the circular to THG’s shareholders dated 18 May 2007 and the announcement dated 11 June 2007:

  • the listing of Hulamin Limited (“Hulamin”)on the JSE Limited and immediately after the listing the unbundling of THG’s 50% interest in Hulamin;
  • a change of name to Tongaat Hulett Limited (“TH”);
  • the pro rata repurchase by way of the scheme of 4.5% of the issued ordinary shares in THG
  • a 25% Black Economic Empowerment transaction in TH; and
  • a 15% Black Economic Empowerment transaction in Hulamin.

19 June 2007

Merchant bank and transaction sponsor to THG
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Sponsor to THG
Investec Bank Limited

Bowman Gilfillan Attorneys