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Thu 12 Dec 2002, 10:49 Fashaf sells operating subsidiaries to Pepkor
Pepkor Purchases The Operating Subsidiaries Of Fashion Africa Limited           
PEPKOR LIMITED                                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1965/007765/06)                                            
Share Code: PEP   ISIN Number: ZAE000005344                                     
("Pepkor")                                                                      
This announcement appears as a matter of record only.                           
PEPKOR PURCHASES THE OPERATING SUBSIDIARIES OF                                  
FASHION AFRICA LIMITED                                                          
The joint provisional liquidators of Fashaf (Proprietary) Limited and Jones     
Retailing (Proprietary) Limited (together referred to in this notice as         
"Fashaf") on 9 December 2002 advised Pepkor that its bid to acquire Fashaf had  
been successful.                                                                
In terms of this transaction, which is subject to certain conditions including  
the approval of the Competitions Authorities, Pepkor has agreed to acquire      
substantially all of the assets of Fashaf.  This acquisition will be effected by
way of a scheme of arrangement in terms of Section 311 of the Companies Act,    
1973.                                                                           
The transaction arrangements contemplate that Pepkor, on fulfillment of         
conditions precedent, will take over most of Fashaf`s 218 stores and continue to
employ the approximately 1 000 employees at Fashaf.                             
Fashaf is a retailer in the apparel and footwear market, focusing primarily on  
the young, fashionable consumer.  Pepkor is well placed to assist Fashaf in     
areas such as distribution, marketing and branding.                             
The acquisition of Fashaf will permit Pepkor to expand its retail base          
profitably through product lines complementary to those lines currently offered 
across the Pepkor group.  Pepkor expects Fashaf`s turnover in the first full    
trading year to be in the order of R500 million.  The inclusion of Fashaf in    
Pepkor will not have a material effect on the profitability of Pepkor.  However,
in the medium to longer term, Pepkor expects that Fashaf will make a positive   
contribution to its financial performance.                                      
Further details of Pepkor`s strategy with regards to Fashaf will be included in 
the announcement of Pepkor`s interim results for the half year ended 31 December
2002.                                                                           
Johannesburg                                                                    
12 December 2002                                                                
Sponsor:              Corporate adviser:   Legal advisers:                      
Barnard Jacobs        Chartwell Capital    Brink Cohen Le Roux &                
Mellet Corporate      Group                Roodt Inc                            
Finance (Pty)                                                                   
Limited                                                                         
Date: 12/12/2002 10:00:01 AM Produced by the JSE SENS Department                
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