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Wed 1 Dec 2004, 18:04 Interim Results
Capital Alliance - Interim Results                                              
CAPITAL ALLIANCE                                                                
(Registration number: 1952/000756/06)                                           
Share Code: CPT                                                                 
ISIN:       ZAE000011904                                                        
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2004                      
Highlights                                                                      
*  Proposed acquisition by Liberty Group Limited                                
*  Acquisition of Rentmeester and reinsurance of IEB Group Risk Benefits        
*  Successful ALIS implementation and per policy cost reductions in Australia   
*  Increase in embedded value per share to R16.09, after 92 cents dividend paid 
*  Increase in net profit before taxation of 29%                                
*  Increase in headline earnings per share of 18%                               
*  Annualised RoE of 23% achieved                                               
*  Increase of 183% in new business embedded value in South Africa to           
R26 million                                                                  
The following are the unaudited consolidated results of Capital Alliance        
Holdings Limited and its subsidiary companies for the six months ended 30       
September 2004 together with comparative figures:                               
summarised group income statements                                              
                                         Unaudited        Unaudited             
for the six months ended              30 September     30 September             
                                              2004             2003             
Notes            R`000            R`000             
Income                                   2 343 288        2 119 138     11%     
Net premium income on                                                           
insurance contracts                      1 183 826          838 313             
Net premium income from                                                         
reinsurance                                                                     
arrangements                               (7 779)         (38 991)             
Policy fees on investment                                                       
contracts                                    6 832            5 135             
Investment income, net gain                                                     
on revaluation                                                                  
and disposal of investments              1 155 263        1 292 461             
Other income                                 5 146           22 220             
Outgo                                    2 039 591        1 883 375      8%     
Net policyholder benefits                                                       
relating to                                                                     
insurance contracts                      1 402 117        1 296 765             
Commission on insurance                                                         
contracts                                  176 613           60 885             
Administration expenses                    222 948          112 380             
Amortisation of intangible                                                      
assets                          1            6 103            8 324             
Minority share of profits                    5 404                -             
Transfer s to policyholder                                                      
liabilities under                                                               
insurance contracts                        226 406          405 021             
Net profit before taxation      2          303 697          235 763     29%     
Taxation                                  (67 913)         (32 110)             
Net profit after taxation                  235 784          203 653     16%     
Preference dividend                        (8 212)         (11 378)             
Attributable earnings to                                                        
ordinary                                                                        
shareholders                               227 572          192 275             
Headline earnings attributable                                                  
to ordinary shareholders        3          233 675          200 599     16%     
Attributable earnings per                                                       
share (cents)                                                                   
Basic                                        126.9            106.2     19%     
Fully diluted                                126.1            106.2             
Headline earnings per share                                                     
(cents)                                                                         
Basic                                        130.3            110.8     18%     
Fully diluted                                129.5            110.8             
Weighted average number of                                                      
shares in issue (`000)                     179 397          180 999             
Fully diluted number of                                                         
shares in issue (`000)                     180 402          181 104             
Total shares in issue (`000)               176 576          179 485             
2. Net profit before taxation                                                   
   split as:                                 R`000            R`000             
Operating Income                           164 251          181 917             
Policy fees on investment                                                       
contracts                                    6 832            5 135             
Shareholder s` investment                                                       
income on life                                                                  
investments                                 50 065           48 882             
Shareholder s` net gain on                                                      
revaluation and                                                                 
disposal                                                                        
of life investments                         81 508         (20 239)             
Other income net of                                                             
administration expenses                      1 041           20 068             
                                           303 697          235 763     29%     
3. The headline earnings are                                                    
calculated as:                                                               
Attributable earnings for the                                                   
period                                     227 572          192 275             
Add: amortisation of                                                            
intangible assets                            6 103            8 324             
Headline earnings for the                                                       
period                                     233 675          200 599     16%     
summarised group balance sheets                                                 
Unaudited        Audited     
as at                                           30 September       31 March     
                                                        2004           2004     
                                                       R`000          R`000     
Assets                                                                          
Investment assets                                 18 281 465     18 196 119     
Intangible assets                                    140 035        121 382     
Property, plant and equipment                         43 240         45 485     
Deferred taxation                                    197 705        164 828     
Current assets                                       882 097        752 118     
Total assets                                      19 544 542     19 279 932     
Equity, reserves and liabilities                                                
Total shareholder s` funds                         2 162 773      2 103 316     
Minority interests`                                  143 584        149 617     
Outside shareholder s` interests in respect                                     
of preference shares                                 200 000        200 000     
Net policyholder liabilities                      15 836 185     15 643 518     
- under insurance contracts                       14 271 672     14 048 663     
- under investment contracts                       1 564 513      1 594 855     
Non-current liabilities                                  913        104 480     
Deferred taxation                                    103 933         68 446     
Current liabilities                                1 097 154      1 010 555     
Total equity, reserves and liabilities            19 544 542     19 279 932     
valuation basis: economic assumptions                                           
for the period ended                              30 September     31 March     
                                                          2004         2004     
Risk discount rate                                       12,0%        12,5%     
Equity return (before capital gains tax)                 11,5%        12,0%     
Property return (before tax)                             10,5%        11,0%     
Fixed interest return (before tax)                        9,5%        10,0%     
Cash return (before tax)                                  7,5%         8,0%     
Average investment return (before tax)                    9,9%        10,9%     
Expense inflation rate per annum                          5,5%         6,0%     
life insurance operations                                                       
                                         Unaudited       Unaudited              
for the six months ended              30 September    30 September              
2004            2003              
                       Notes                 R`000           R`000              
Net premium income on                                                           
insurance contracts                                                             
Individual life                                                                 
Single premiums                            187 034         124 722              
Recurring premiums                         842 492         671 079              
Gross individual life                                                           
premiums                                 1 029 526         795 801              
Reinsurance premiums                     (143 537)        (77 369)              
                                           885 989         718 432      23%     
Group benefits                                                                  
Single premiums                              3 640           5 659              
Recurring premiums                         478 997         151 939              
Funeral - single                                                                
premiums                                    11 320           2 519              
Gross group benefits                                                            
premiums                                   493 957         160 117              
Reinsurance premiums                     (213 740)        (63 233)              
                                           280 217          96 884     189%     
Credit life                                                                     
Single premiums                             20 241          24 586              
Reinsurance premiums                       (2 621)         (1 589)              
                                            17 620          22 997              
Net premium income on                                                           
insurance contracts                      1 183 826         838 313      41%     
Net premium income                                                              
from reinsurance                                                                
arrangements                               (7 779)        (38 991)              
Investment income, net                                                          
gains on revaluation                                                            
and disposal of investments                                                     
(net of administration fees)                                                    
Insurance contracts                                                             
and shareholder assets                                                          
Investment income                          507 342         577 374              
Realised gain on                                                                
disposal of                                                                     
investments                                179 533         152 536              
Unrealised gain on                                                              
revaluation of                                                                  
investments                                407 511         681 179              
Foreign exchange                                                                
translation net gain                                                            
on conversion of foreign                                                        
subsidiary                                  84 907        (97 156)              
Investment                                                                      
administration fees                       (24 030)        (21 472)              
1 155 263       1 292 461              
Investment contracts                                                            
before fair value                                                               
adjustment                                                                      
Investment income                           43 579          49 460              
Realised loss on                                                                
disposal of                                                                     
investments                                (4 842)         (1 350)              
Unrealised gain on                                                              
revaluation of                                                                  
investments                                 72 273          39 010              
Investment                                                                      
administration fees                          (774)         (1 915)              
                                           110 236          85 205              
Total investment                                                                
income, net gains on                                                            
revaluation and                                                                 
disposal of                                                                     
investments                                                                     
before fair value                                                               
adjustment                               1 265 499       1 377 666              
Fair value adjustment                                                           
relating to investment                                                          
policyholder                                                                    
liabilities                              (110 236)        (85 205)              
Total investment                                                                
income, net gains on                                                            
revaluation and                                                                 
disposal of                                                                     
investments                              1 155 263       1 292 461              
Net policyholder                                                                
benefits relating to                                                            
insurance                                                                       
contracts                                                                       
Individual life            4             1 260 919       1 209 901       4%     
Death and disability                                                            
benefits                                   296 966         192 786              
Maturities                                 458 934         441 498              
Annuities                                  308 826         292 297              
Surrenders                                 328 325         360 635              
Gross individual life                                                           
claims                                   1 393 051       1 287 216              
Reinsurance claims                       (132 132)        (77 315)              
Group benefits                             131 006          76 364      72%     
Death and disability                                                            
benefits                                   253 490         129 867              
Maturities                                     446           1 659              
Member withdrawals                           3 283           2 650              
Scheme terminations                                                             
and investment                                                                  
withdrawals                                  5 444           1 491              
Group funeral - death                                                           
and disability                                                                  
benefits                                     5 104           3 173              
Gross group benefits                                                            
claims                                     267 767         138 840              
Reinsurance claims                       (136 761)        (62 476)              
Credit life                                 10 192          10 500     (3%)     
Death and disability                                                            
benefits                                    10 043          11 282              
Reinsurance claims                             149           (782)              
                                         1 402 117       1 296 765       8%     
Note:                                                                           
4. Policyholder benefits are stated gross of policy loans. In order to arrive   
at an estimate of net cash outflow in respect of benefits paid, R273 million 
   in respect of policy loans must be deducted from the individual life claims  
   of R1 261 million.                                                           
summarised statement of changes in equity                                       
Unaudited       Audited        Unaudited     
                                  six months          year       six months     
                                       ended         ended            ended     
                                30 September      31 March     30 September     
2004          2004             2003     
                                       R`000         R`000            R`000     
Share capital and premium          1 005 220     1 001 030        1 043 101     
Balance at beginning of period     1 001 030     1 018 347        1 018 347     
Arising from share issue                   -        28 572           28 571     
Share issue expenses written off        (55)       (6 530)             (71)     
Holding company shares                                                          
disposed/(acquired)                                                             
by group companies                     4 245      (39 359)          (3 746)     
Non-distributable reserve              1 775         1 775              600     
Balance at beginning of period         1 775           600              600     
Revaluation of owner-occupied                                                   
proper ties                                -         1 175                -     
Foreign currency translation                                                    
reserve                             (26 477)      (16 675)                -     
Balance at beginning of period      (16 675)             -                -     
Foreign currency translation                                                    
reserve arising                                                                 
on translation of foreign                                                       
subsidiaries                         (9 802)      (16 675)                -     
Retained earnings                  1 182 255     1 117 186          827 758     
Restated balance/balance at                                                     
beginning                                                                       
of period                          1 117 186       785 316          785 316     
Balance at beginning of period                                                  
as                                                                              
previously reported                               643 922          643 922      
Adjustment for change in                                                        
accounting policy                                                               
Accounting for fair value of                                                    
embedded                                                                        
derivative in terms of AC133                       142 302          142 302     
Deferred tax thereon                                 (908)            (908)     
Net income for the period            235 784       501 651          203 653     
Dividends declared                 (170 715)     (169 781)        (161 211)     
                                   2 162 773     2 103 316        1 871 459     
summarised group cash flow statement                                            
                                                 Unaudited        Unaudited     
for the six months ended                      30 September     30 September     
                                                      2004             2003     
R`000            R`000     
Cash flow from operating activities              (491 878)        (691 015)     
Cash flow from investing activities                794 382          225 888     
Cash flow from financing activities                  4 190            8 235     
Net movement in cash and cash equivalents          306 694        (456 892)     
Cash and cash equivalents at beginning of                                       
period                                           1 734 085        1 764 086     
Foreign exchange effect on cash                   (32 301)                -     
Cash and cash equivalents at end of period       2 008 478        1 307 194     
summarised segment information                                                  
                              South African     Australian                      
                                 insurance      insurance                       
and other      and other                       
unaudited for the six months    operations     operations             Total     
ended 30 September 2004              R`000          R`000             R`000     
The primary segments of the                                                     
group are the                                                                   
geographic operations:                                                          
Income statement extracts                                                       
Net premium income on                                                           
insurance contracts                851 313        324 734         1 176 047     
Investment income, net gains                                                    
on                                                                              
revaluation and disposal of                                                     
investments                                                                     
(net of administration fees)     1 138 358         16 905         1 155 263     
Losses from changes in                                                          
shareholdings                            -        (4 854)           (4 854)     
Other income                         6 193         10 639            16 832     
Net policyholder benefits on                                                    
insurance                                                                       
contracts                      (1 330 396)       (71 721)       (1 402 117)     
Commissions on insurance                                                        
contracts                         (64 065)      (112 548)         (176 613)     
Administration expenses          (119 672)      (103 276)         (222 948)     
Amortisation of intangible                                                      
assets                             (3 330)        (2 773)           (6 103)     
Minority share of profits                -        (5 404)           (5 404)     
Transfer to policyholder                                                        
liabilities under                                                               
insurance contracts              (188 856)       (37 550)         (226 406)     
Net profit before taxation         289 545         14 152           303 697     
Taxation                          (63 479)        (4 434)          (67 913)     
Net profit after taxation          226 066          9 718           235 784     
Preference dividends               (8 212)              -           (8 212)     
Attributable earnings to                                                        
ordinary                                                                        
shareholder s                      217 854          9 718           227 572     
Adjustment for amortisation                                                     
of intangible                                                                   
assets                               3 330          2 773             6 103     
Headline earnings                  221 184         12 491           233 675     
Balance sheet extracts                                                          
Total carrying amount of                                                        
segment assets                                                                  
excluding capital additions                                                     
and deferred                                                                    
tax assets                      18 232 661      1 081 675        19 314 336     
Capital additions                   28 743          3 758            32 501     
Deferred tax assets                133 367         64 338           197 705     
Total carrying amount of                                                        
segment assets                  18 394 771      1 149 771        19 544 542     
Segment liabilities                                                             
excluding deferred                                                              
tax liabilities                 16 576 014        701 822        17 277 836     
Deferred tax liabilities            51 841         52 092           103 933     
Total segment liabilities       16 627 855        753 914        17 381 769     
group embedded value                                                            
as at                                            30 September      31 March     
                                                         2004          2003     
                                                        R`000         R`000     
Shareholder s` net assets                                                       
- total                                             2 162 773     2 103 316     
- less: Saambou intangible asset                      (3 330)       (6 659)     
Net value of South African in force life business     681 782       681 183     
Gross value of South African in force life                                      
business                                              819 926       820 920     
Less: opportunity cost of capital adequacy                                      
requirements                                        (138 144)     (139 737)     
Embedded value                                      2 841 225     2 777 840     
Capital adequacy requirement (`CAR`)                  966 244       931 412     
Capital adequacy cover (times)                            2.4           2.5     
Net asset value per share (Rand)                        12.23         11.90     
Embedded value of in force business per share                                   
(Rand)                                                   3.86          3.87     
Embedded value per share (Rand)                         16.09         15.77     
value of new business                                                           
as at                                30 September     30 September              
2004             2003              
                                            R`000            R`000              
Net value of new life insurance                                                 
business written                                                                
in South Africa                            26 418            9 329     183%     
Gross value of new life insurance                                               
business written                                                                
in South Africa                            28 113           11 318              
Less: opportunity cost of capital                                               
adequacy requirements                     (1 695)          (1 989)              
analysis of growth in embedded value                                            
for the period ended            30 September      31 March     30 September     
2004          2004             2003     
                                       R`000         R`000            R`000     
Embedded value at end of period    2 841 225     2 777 840        2 456 472     
Embedded value at star t of                                                     
period                             2 777 840     2 380 180        2 380 180     
Growth in embedded value              63 385       397 660           76 292     
Less: Changes in share capital       (4 190)      (16 142)         (24 754)     
Adjustment for AC133                       -      (41 782)         (41 782)     
Plus: Dividends declared or paid     170 715       169 781          161 211     
Embedded value earnings              229 910       509 517          170 967     
Analysed as:                                                                    
Roll forward                         186 322       252 892           88 792     
Investment return on life                                                       
insurance                                                                       
net assets                           131 573       136 234           48 701     
Expected return on in force                                                     
business                              54 749       116 658           40 091     
Value of new business                 26 418        40 405            9 329     
Expected return on new business          725         2 412              583     
Change in economic assumptions        12 319       (9 185)           12 172     
Change in non-economic                                                          
assumptions                                                                     
and basis                           (62 091)       127 772           32 338     
Investment experience                                                           
variations*                           87 951        24 579                      
Other experience variations         (21 734)        70 642           27 744     
Embedded value earnings              229 910       509 517          170 958     
*included in other experience variations at 30     September 2003               
composition of shareholders` net asset value                                    
as at                                            30 September      31 March     
                                                         2004          2004     
                                                        R`000         R`000     
Equity                                                655 012       731 472     
Cash                                                  792 400       377 473     
Interest bearing                                      611 687       983 025     
Property                                               57 919        44 567     
Other                                                  45 755      (33 221)     
                                                    2 162 773     2 103 316     
new business annual premium income by source                                    
for the six months ended               30 September     30 September            
2004             2003            
                                              R`000            R`000            
South African individual life                                                   
recurring premiums                           46 937           48 857            
CAL Commercial                               13 897           12 526            
Broker                                            -              456            
Distribution partners                        33 040           35 875            
South African group benefits recurring                                          
premiums                                     36 460           28 287            
Group risk                                   31 546           27 079            
Funeral                                       3 617            1 208            
Credit life                                   1 297                -            
Total South African new recurring                                               
premiums                                     83 397           77 144     8%     
South African single premiums                                                   
Individual life                             170 655          104 582            
Annuities                                    24 001           18 695            
Credit life                                   2 355            2 954            
Pensions investment                               -            1 575            
Total South African single premiums         197 011      127 806 54%            
Australian new recurring premiums                                               
Individual life                              27 995                             
Group risk                                    8 196                             
Total Australian new recurring premiums      36 191                             
SUMMARISED GROUP COMMENTARY                                                     
1.  ACCOUNTING POLICIES AND METHODS                                             
 The accounting policies adopted by the group comply in all material respects   
with South African Statements of Generally Accepted Accounting Practice as well 
as the South African Companies Act of 1973. These accounting policies are       
consistent with those applied at 31 March 2004 except for the implementation of 
the South African Statement of Generally Accepted Accounting Practices AC140:   
Business Combinations, which has been applied from 1 April 2004. This statement 
requires that goodwill is no longer amortised but is subject to an annual       
impairment test. This interim report is in compliance with AC127 : Interim      
Financial Reporting.                                                            
2. REVIEW OF OPERATING RESULTS FOR THE PERIOD                                   
The results for this period include the consolidated income statement and      
balance sheet of the group`s Australian subsidiary, PrefSure Holdings Limited   
(`PrefSure Holdings`) (previously Capital Alliance Holdings Australia           
Proprietary Limited) from 1 April 2004. The comparative figures are in respect  
of South African business only. Further detailed commentary on the Australian   
operations is provided below.                                                   
 Net profit before taxation increased by 29% over the comparative period. Net   
profit after taxation and headline earnings increased by 16% over the prior     
period to R236 million and R234 million respectively. Headline earnings per     
share increased by 18% over the prior period to R1.30. The group has once again 
maintained its unbroken record of growth in headline earnings and accordingly   
the directors believe that this result is most satisfactory. Of particular note 
is the continued growth in embedded value per share to R16.09, post the dividend
per share payment of R0.92 during the period. Embedded value per share grew by  
an annualised 16.3% over the period, after adding back the dividend paid,       
excluding the uplift in PrefSure Holdings.  The Return on Equity (`RoE`),       
calculated on an annualised basis, was 23.1%, a continuation of the group`s     
record of achieving a high RoE.                                                 
2.1 South African life insurance businesses                                     
 In looking at the South African results in the period, it must be noted that   
there was no significant integration activity during the period. This contrasts 
to the prior period, where the final benefits of the Fedsure / Norwich Life     
integration were brought to account.                                            
 The following were considered noteworthy in respect of the South African life  
insurance businesses.                                                           
*  Client retention activities have focused on quality of service delivered and 
level of investment returns. The group has continued to successfully retain     
funds, particularly under matured policies, as is evidenced by the substantial  
increase in single premium volumes over the prior period.                       
*  Equity portfolios continued to outperform their benchmarks and benefited from
the strong performance of local equity markets, particularly in the period post 
1 July 2004.                                                                    
*  The absolute return portfolio has had an excellent performance in the period,
substantially outperforming the benchmark of CPI + 8%                           
*  Bond performance was muted in comparison to the prior year and in line with  
the All Bond Index Benchmark. Cash portfolios outperformed their benchmark and  
the annuity portfolio made an investment profit.                                
*  As a consequence of the weighting in bonds and cash relative to equities and 
lower interest during the period, total policyholder investment income was lower
than in the prior period.                                                       
*  New business results showed a substantial increase in the embedded value of  
new business written over the prior year. This was primarily as a result of:    
- CAL Commercial, which showed volume growth of 11% over the prior period,      
whilst maintaining acceptable persistency;                                      
- Group Risk new business, which in another strong performance, achieved a 29%  
increase in new risk premiums over the prior period;                            
- Distribution Partner business, which despite an 8% lower volume of business,  
achieved a better margin due to re-pricing of business and a reduction in       
overhead expenses for this channel. Although the overall volumes in the         
Distribution Partner business fell short of target, there was an encouraging    
recovery in sales volumes during the last 2 months of the period, which has     
continued subsequent to the period end; and                                     
- The continued level of support from independent financial advisers in the     
middle and upper income market with respect to maturity extension products.     
*  The taxation charge increased substantially as last year the deferred        
taxation assets were raised in terms of accounting practice.                    
*  Other experience items were largely within expectation.                      
2.2 Australian life insurance businesses                                        
*  The final phases of the integration of PrefSure Life and Lumley Life were    
successfully concluded during the period with the implementation of the group`s 
ALIS administration platform in Australia. The ALIS system went live on 1 August
2004, in line with the project plan for the implementation. The group           
anticipates considerable savings to emerge in future from this implementation,  
commencing in the second half of the current financial year.                    
*  PrefSure Holdings is presently carried at the original acquisition value in  
the balance sheet, since this currently approximates the fair value of the      
business. The results do not separately include the value of in force on the    
Australian book in the value of in force figures, or the value of new business  
written in Australia in the embedded value of new business figures. As          
previously indicated, the group intends to implement full South African based   
embedded value reporting for the in force book and new business at the year end.
*  PrefSure Life has continued to win new business in the retail and group risk 
markets. In particular, growth in the group risk market has continued at a high 
rate. The new recurring premium information per the table above only shows      
premiums in respect of new schemes and not new premiums in respect of existing  
schemes.                                                                        
*  Good progress has been made in terms of expense reductions and the group is  
confident of achieving the reduced cost per policy target by 31 March 2005.     
*  Attributable earnings of R9,7 million have been recorded for PrefSure        
Holdings in the period, influenced by the integration and ALIS implementation   
costs carried during the period. It is anticipated that the attributable        
earnings in the second half of the year will be greater than in the first half  
and the group will account for the increased embedded value in PrefSure Holdings
at 31 March 2005.                                                               
3. EMPOWERMENT                                                                  
 The group has continued to focus on its five pillars of empowerment and the    
further implementation of its empowerment strategy. Accordingly the group       
currently complies with most of the Financial Sector Charter requirements ahead 
of deadlines.                                                                   
4. DIVIDENDS                                                                    
 Declaration of dividends is considered at the year-end.                        
5. POST BALANCE SHEET EVENTS                                                    
5.1 Acquisition of Rentmeester Assurers Limited (`Rentmeester`)                 
 The group announced the acquisition of 100% of the shares and loan accounts in 
Rentmeester on 25 November 2004. Rentmeester has approximately 200 000 life     
insurance policies and group funeral schemes with Annual Premium Income of R150 
million in force. Rentmeester has traded for a considerable period of time in   
the lower income insurance market and has accordingly built up substantial brand
awareness in this market. This transaction will increase the group`s presence in
the funeral insurance market and allow the group an opportunity to obtain       
synergies from integrating the respective administrative operations. The        
transaction is subject to various approvals, including, inter alia, the approval
of the relevant Competition authorities, the Registrar of Long-Term Insurance   
and the shareholders of Rentsure Holdings Limited, in general meeting. Further  
information on the progress of this transaction will be released in due course. 
5.2 Reinsurance of Investec Employee Benefits Group Risk business (`IEB`)       
The group has concluded Heads of Agreement with IEB to reinsure the Group Risk  
insurance business with effect from 31 December 2004. The IEB Group Risk        
business sells risk insurance products to employers and pension funds and has   
been stabilised and enhanced under IEB`s control after the acquisition of       
certain of the financial services interests of Fedsure Holdings Limited by      
Investec Group Limited in 2001. The combination of CAL and IEB`s Group Risk     
books will position the group well for future growth in this market. This       
transaction is subject to various approvals and further information will be     
released in due course.                                                         
6. JOINT ANNOUNCEMENT RELATING TO PROPOSED LIBERTY GROUP TRANSACTION            
The group would like to draw the attention of shareholders to the joint         
announcement relating to the proposed acquisition, via a scheme of arrangement, 
of the issued share capital in the group by Liberty Group Limited (`the         
acquisition`). The board has received an offer from Liberty Group Limited, will 
appoint independent advisers to evaluate the offer and will revert to           
shareholders in due course. The board will continue to act in the best interests
of shareholders at all times and will evaluate the Liberty Group Limited        
proposal in this light. The acquisition will be subject to various approvals    
including, inter alia, the approval of the relevant Competition authorities, the
Registrar of Long-Term Insurance and the group`s shareholders in terms of the   
proposed scheme. Further information will be made available in due course.      
7. PROSPECTS                                                                    
The group has made considerable progress in its initiatives to increase the     
number of policies under administration, through new business activities and the
acquisition of local and foreign books of business. The group`s experience in   
Australia proves that the group can integrate books of policies acquired outside
of South Africa and the group is actively pursuing a number of initiatives in   
Australia and the United Kingdom.                                               
The group believes that further industry consolidation in the South African     
market is inevitable, as evidenced by the Rentmeester and IEB transactions and  
the proposed acquisition by Liberty Group Limited referred to above.            
Given reasonable investment markets and a stable currency the board is confident
that growth in earnings can be achieved in the second half of the year.         
For and on behalf of the board of directors of Capital Alliance Holdings Limited
L M Nestadt (Chairman) I M Kirk (Chief Executive Officer)                       
1 December 2004                                                                 
Johannesburg                                                                    
Directors:  L M Nestadt (Chairman), M P Malungani (Deputy Chairman),            
I M Kirk (Chief Executive Officer) (Irish), B Gildenhuys,           
            H R Levin, T A Mokhobo                                              
Company Secretary: W T Green                                                    
Registered office: 162 Anderson Street                                          
Johannesburg 2001                                            
                   PO Box 261813 Excom 2023                                     
Transfer secretaries: Computershare Investor Services 2004 (Pty) Limited        
                      70 Marshall Street                                        
Johannesburg 2001                                         
                      PO Box 61051                                              
                      Marshall Town 2107                                        
To receive information electronically register on IPROXY                        
www.capitalalliance.co.za
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