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Thu 14 Dec 2006, 7:00 TNT - The Tongaat-Hulett Group Limited - Hulamin U
TNT
 THGL                                                                            
    TNT - The Tongaat-Hulett Group Limited - Hulamin Unbundling And Bee         
    Equity Transactions                                                         
    The Tongaat-Hulett Group Limited                                            
(Incorporated in the Republic of South Africa)                              
    (Registration number: 1892/000610/06)                                       
    (Share code: TNT)                                                           
    (ISIN: ZAE000007449)                                                        
TONGAAT-HULETT - HULAMIN UNBUNDLING AND BEE EQUITY TRANSACTIONS             
    Announcement regarding the proposed unbundling and listing on the JSE of    
    Hulett Aluminium (Pty) Limited ("Hulamin"), the proposed Black Economic     
    Empowerment transactions in respect of Tongaat-Hulett and Hulamin and       
cautionary announcement                                                     
    1.   Transaction overview                                                   
    On 20 February 2006, The Tongaat-Hulett Group Limited ("THG") announced     
    its intention to unbundle its 50% interest in Hulamin to THG                
shareholders and to list Hulamin on the JSE Limited ("JSE") and             
    simultaneously facilitate the introduction of meaningful and sustainable    
    Black Economic Empowerment ("BEE") equity participation in both Tongaat-    
    Hulett ("TH") and Hulamin.                                                  
THG is now pleased to announce the details of the proposed transaction      
    framework which, if implemented, will result in:                            
    *    THG separating into TH and Hulamin, which follows the previous         
         disposals of non-core businesses from THG, investment in the core      
business and actions to enhance earnings;                              
    *    The listing of Hulamin on the JSE followed immediately by the          
         unbundling by THG of its 50% interest in Hulamin to all                
         shareholders pro rata to their current shareholdings in THG;           
*    The creation of two separately listed, focused companies:              
         *    TH will be an agri-processing business with significant           
              integrated land management, agriculture and property              
              development activities; and                                       
*    Hulamin will be an independent producer of aluminium rolled,      
              extruded and other semi-fabricated and finished products.         
    *    The introduction of sustainable BEE equity participation in both TH    
         and Hulamin;                                                           
*    The acquisition of a 25% interest in TH by broad-based groups of       
         BEE investors ("the TH BEE equity transaction") comprising:            
         *    Anchor BEE partners in the form of Ayavuna Women`s Investments    
              and Sangena Investments, headed up by Hixonia Nyasulu and         
Bahle Sibisi respectively, together with community groups         
              relevant to TH`s business. These groupings will collectively      
              subscribe for an 18% interest in TH; and                          
         *    Senior TH black South African management will participate in      
the TH Management Share Ownership Plan ("TH MSOP"). All           
              permanent TH employees up to middle management level based in     
              South Africa, the large majority of whom are black, will          
              participate in the TH Employee Share Ownership Plan ("TH          
ESOP"). The TH MSOP and TH ESOP will collectively subscribe       
              for a 7% interest in TH.                                          
    *    The acquisition of a 15% interest in Hulamin by broad-based groups     
         of BEE investors ("the Hulamin BEE equity transaction")                
comprising:                                                            
         *    Anchor BEE partners in the form of the Imbewu Consortium and      
              the Makana Investment Consortium, headed up by JB Magwaza and     
              Peter-Paul Ngwenya respectively, together with broad based        
groupings mainly representing communities in the                  
              Pietermaritzburg area all of whom will collectively subscribe     
              for a 10% interest in the business of Hulamin; and                
         *    Senior Hulamin black South African management will participate    
in the Hulamin Management Share Ownership Plan ("Hulamin          
              MSOP"). All permanent Hulamin employees up to middle              
              management level based in South Africa, the large majority of     
              whom are black, will participate in the Hulamin Employee Share    
Ownership Plan ("Hulamin ESOP"). The Hulamin MSOP and Hulamin     
              ESOP will collectively subscribe for a 5% interest in Hulamin.    
    *    A return of capital of R500m to TH shareholders by way of a share      
         buy-back to optimise the capital structures of both TH and Hulamin,    
to facilitate the introduction of the BEE equity interest in the       
         companies while leaving both companies with the balance sheet          
         capacity to undertake meaningful growth projects.                      
         THG and Hulamin have entered into binding Memoranda of                 
Understanding ("MoU") with the various BEE investors which will be     
         expanded into definitive agreements to record the detailed terms of    
         these proposed BEE transactions.                                       
    2.   Strategic rationale and prospects                                      
2.1  Hulamin unbundling and listing on the JSE                         
              Following a strategic review to further enhance shareholder       
              value and build on the substantial achievements of the past       
              three years and the ongoing actions to increase earnings and      
grow the business, the board of THG announced its intention to    
              unbundle Hulamin to its shareholders.                             
              THG has developed the Hulamin business over the past 30 years,    
              transforming it into a successful independent niche producer      
of aluminium semi-fabricated products. Given the stage of its     
              growth cycle, the business now has the requisite critical mass    
              and growth prospects to prosper as a separately listed            
              business.                                                         
The board believes that the unbundling and listing of Hulamin     
              on the JSE will unlock value for shareholders and provide         
              investors with a unique investment opportunity in a focused       
              aluminium semi-fabricator company. The unbundling will enhance    
TH`s value proposition as an agri-processing business with        
              significant integrated land management, agriculture and           
              property development activities. It will create opportunities     
              to further enhance operating performance, improve delivery on     
growth projects and take advantage of the changing global         
              sugar dynamics.                                                   
         2.2  Introduction of BEE equity participation                          
              THG regards transformation as fundamental to the long term        
development and stability of the South African economy and the    
              THG business. THG has successfully undertaken numerous            
              meaningful and sustainable BEE initiatives in all aspects of      
              its business particularly in the areas of employment equity,      
preferential procurement, skills development, enterprise          
              development and community involvement.                            
              The proposed unbundling creates an opportunity to attract         
              value add BEE equity partners into both TH and Hulamin.           
The anchor BEE partners selected by TH have considerable          
              knowledge of TH`s business and will play a leading role in        
              building the business and developing value adding initiatives     
              with the community groups. The two selected community groups      
are the previously disadvantaged communities surrounding TH`s     
              property developments and the small scale cane grower             
              communities supplying TH`s four South African sugar mills.        
              The anchor BEE partners in Hulamin were selected based on a       
number of criteria including demographic and geographic           
              profile, and sustainable value creation. The consortium           
              leaders have long standing relationships with Hulamin and will    
              play a leading role in driving shareholder value and realising    
the growth ambitions of the company.                              
              Employees are key to the sustainable prosperity of both TH and    
              Hulamin.  Eligible employees referred to in section 1 will be     
              included in the BEE transaction which will enhance the            
businesses` track records of success in retaining and             
              developing their staff.                                           
    3.   Group structure                                                        
         3.1  Current group structure                                           
The current structure of THG can be found in the press and on     
              the website.                                                      
         3.2  Proposed structures after the Hulamin unbundling, the TH BEE      
              equity transaction and the Hulamin BEE equity transaction         
The ownership structures of TH and Hulamin, assuming the          
              Hulamin unbundling, the Hulamin BEE equity transaction and the    
              TH BEE equity transactions are implemented, are illustrated in    
              the diagrams found in the press and on the website.               
4.   The transactions                                                       
         4.1  Transaction value                                                 
              For the purposes of introducing BEE equity participation in TH    
              and Hulamin, a detailed assessment of the value of the two        
entities was undertaken. Based on this, the parties agreed an     
              enterprise value split of 71.5%:28.5% ("the Agreed Split")        
              between TH and the 50% of Hulamin owned by THG.                   
              Based on the closing THG share price of R106 per share on         
Monday 11 December, the Agreed Split implies the following        
              approximate enterprise valuations:                                
         *    TH:            R8,270 million                                     
         *    Hulamin:       R6,600 million                                     
Unless agreed otherwise, the final enterprise valuations for      
              TH and Hulamin will be determined by applying the Agreed Split    
              to the enterprise value of THG based on a volume weighted         
              average price ("VWAP") for a period up to the latest              
practicable date prior to TH posting a circular to                
              shareholders detailing the transactions and approvals required    
              from shareholders.  The enterprise valuations of the two          
              companies will be adjusted for net debt and other pre-agreed      
adjustments.                                                      
         4.2  Transaction steps                                                 
              The proposed transaction comprises the following series of        
              transaction steps, which will be implemented simultaneously.      
Step 1: Listing and unbundling of Hulamin                         
              Hulamin will be listed on the JSE by way of introduction by       
              its shareholders. Immediately after the listing of Hulamin on     
              the JSE, THG will unbundle its 50% interest in Hulamin to all     
THG`s shareholders. The THG listed entity will be known as TH     
              after the unbundling.                                             
              Step 2: Pro rata repurchase of shares                             
              TH will undertake a specific, pro-rata repurchase of shares       
from shareholders in the amount of R500 million (inclusive of     
              any STC that may be incurred by TH).                              
              Step 3: Subscription for shares by TH BEE partners                
              The TH BEE partners will form the following investment            
vehicles for the purpose of entering into the proposed BEE        
              transactions:                                                     
              *    Sangena Consortium will combine with the small scale cane    
                   grower communities to form a special purpose vehicle         
("Cane SPV") which will subscribe for an 8% interest in      
                   TH; and                                                      
              *    Ayavuna Consortium will combine with the communities in      
                   the areas surrounding the land management and property       
development business of TH to form a special purpose         
                   vehicle to subscribe for a 10% interest in TH                
                   ("Infrastructure SPV").                                      
                   Each of the Cane SPV and Infrastructure SPV will             
subscribe for unlisted A Preferred Ordinary Shares ("A       
                   Preferred Ordinary Shares") which will represent a           
                   combined stake of 18% in TH subsequent to the                
                   implementation of all the steps of the transaction. The A    
Preferred Ordinary Shares will rank pari passu with all      
                   other ordinary shares except for their preferred             
                   entitlement to a fixed annual dividend which will endure     
                   for a period of seven years. After seven years the right     
to a preferred dividend will expire and these shares will    
                   become listed ordinary shares (ranking pari passu with       
                   all other ordinary shares) and will be subject to a lock-    
                   in provision for a further three year period.                
As agreed in the MoU, the BEE parties will subscribe for     
                   the A Preferred Ordinary Shares. The equity value per        
                   share will be based on an enterprise value for TH            
                   determined in accordance with paragraph 4.1, less net        
debt in TH and certain pre-agreed adjustments.               
                   Step 4: Subscription for shares by TH BEE employee share     
                   trusts                                                       
                   The TH ESOP and TH MSOP trusts will subscribe for B          
Ordinary Shares which will represent a collective            
                   interest of 7% in TH after the conclusion of the proposed    
                   transactions. The B Ordinary Shares will rank pari passu     
                   with the existing ordinary shares other than for certain     
rights and obligations attaching to these shares in          
                   respect of notional vendor funding considerations (refer     
                   to section  8).                                              
                   Step 5: Subscription for shares in Hulamin operating         
subsidiary by BEE partners                                   
                   The Hulamin empowerment partners, through a ringfenced       
                   SPV, will subscribe for a 10% stake in a wholly owned        
                   subsidiary of Hulamin as set out in section 7. The equity    
value per share will be based on the enterprise value for    
                   Hulamin determined in accordance with paragraph 4.1, less    
                   net debt in Hulamin and certain pre-agreed adjustments.      
                   Step 6: Subscription for shares by Hulamin BEE employee      
share trusts                                                 
                   The Hulamin ESOP and Hulamin MSOP trusts will subscribe      
                   for B Ordinary Shares which will represent a collective      
                   interest of 5% in Hulamin after the conclusion of the        
proposed transactions. The B Ordinary shares will rank       
                   pari passu with the existing ordinary shares other than      
                   for certain rights and obligations attaching to these        
                   shares in respect of notional vendor funding                 
considerations.                                              
                   The following sections provide more detail on the            
                   transaction steps.                                           
    5.   The Hulamin unbundling                                                 
The unbundling of Hulamin will take the form of a distribution in      
         specie by THG to its shareholders of its entire holding of Hulamin     
         shares.  and / or distribution of reserves in terms of section 46      
         of the Income Tax Act No. 58 of 1962 and section 90 of the             
Companies Act No 61 of 1973.                                           
    6.   The TH BEE equity transaction                                          
         6.1  Information on the BEE equity participants                        
              Ayavuna Women`s Investments ("Ayavuna")                           
Ayavuna is a black controlled women`s group, with the majority    
              of its members based in KwaZulu-Natal, which will own 30% of      
              the Infrastructure SPV.  The shareholders of Ayavuna are:         
                                                                                

                                                                                
              Shareholder                   % interest  % indirect              
                                            in Ayavuna  interest in             
TH                      
              Mawavune                      35.0%       1.05%                   
              Community Trust               10.0%       0.30%                   
              Nyasulu Trust                 25.0%       0.75%                   
Ayavuna employees             10.0%       0.30%                   
              Standard Bank                 20.0%       0.60%                   
              Hixonia Nyasulu is the executive chairperson of Ayavuna and       
              has the largest individual shareholding.  Hixonia currently       
serves on the THG board in addition to other board                
              directorships including Anglo Platinum, Defy Appliances and       
              Sasol.  Hixonia has a long association with the THG and will      
              bring relevant expertise and leadership to the management of      
the Infrastructure SPV.                                           
              Ayavuna brings a wealth of experience and expertise through       
              its individual members in Mawavune. Mawavune is an investment     
              vehicle owned and managed by ten professional black women with    
various areas of expertise. Thandeka Mgoduso is Chairperson of    
              Mawavune, an executive director of Ayavuna, a director of the     
              South African Reserve Bank, chairperson of the Road Freight       
              Association, deputy chairperson of the National Nuclear           
Regulator and was previously the CEO of Freightdynamics, the      
              road and freight subsidiary of Transnet.                          
              Communities surrounding TH`s property developments                
              The 70% shareholder in the Infrastructure SPV will be the         
previously disadvantaged communities surrounding a number of      
              near to medium term land development projects of TH. These        
              projects will contribute significantly to the upliftment of       
              the surrounding communities.                                      
The identified projects fall within the eThekwini municipality    
              and Ilembe regional and KwaDukuza local authorities and are       
              predominantly urban and peri-urban developments surrounded by     
              African and Indian communities. The community investment in TH    
will be held through the Mphakathi Development Trust which        
              will manage disbursements and ongoing benefits arising from       
              the investment in TH. The trust will be managed by a board of     
              trustees comprising representatives of the constituent            
communities, Ayavuna and TH.                                      
              Sangena Investments ("Sangena")                                   
              Sangena is a 100% black owned and managed entity which will       
              own 30% of the Cane SPV.  The shareholders in Sangena are five    
professional business persons, each owning between 13.5% and      
              36% of Sangena and representing an effective interest in TH of    
              between 0.32% and 0.86%.                                          
              Bahle Sibisi is the Chief Executive of Sangena and, as a 36%      
shareholder, has the largest individual shareholding in           
              Sangena.  Bahle is the former Deputy Director General of the      
              Enterprise and Industry Development division of the Department    
              of Trade and Industry ("DTI").  Bahle played a key role in the    
development of the DTI`s strategy for broad based black           
              economic empowerment and led the negotiations on the Trade,       
              Development and Co-operation Agreement with the European          
              Union.  He brings a wealth of experience particularly with        
respect to dynamics in the sugar industry which will be key to    
              Sangena`s leadership role in the Cane SPV.                        
              Vuyokazi Mahlati and Claudia Manning are women shareholders in    
              Sangena who own a collective interest of circa 33% in Sangena.    
Vuyo is a consultant to the National Programme for the            
              Creation of Small Enterprise and Jobs in the Second Economy       
              and Claudia is a non executive director of the Development        
              Bank of Southern Africa, Scott Stewart International and Mondi    
South Africa. Sagay Moodliar and Nathi Chonco are executive       
              and non-executive directors respectively of Sangena owning a      
              combined interest of circa 30% in Sangena.                        
              Communities surrounding TH`s small scale cane growers             
The major shareholder in the Cane SPV will be the small scale     
              cane grower communities surrounding TH`s four South African       
              sugar mills. By including these communities as a key              
              stakeholder in the transformation of TH, the company              
recognises the valuable part that these communities have          
              played, and will continue to play, in the success of the          
              business.                                                         
              The community ownership will be held through the Small Scale      
Cane Growers Community Trust which will manage disbursements      
              and ongoing benefits arising from the investment in TH. The       
              trust will be managed by a board of trustees comprising           
              representatives of the constituent communities, Sangena and       
TH.                                                               
         6.2  Funding                                                           
              The consideration for the 10% and 8% interests which are          
              respectively to be subscribed for by the Infrastructure SPV       
and Cane SPV will be funded as follows:                           
              *    Equity contributions by the anchor partners in the           
                   respective SPVs;                                             
              *    External institutional funding in the form of preference     
share capital in the SPVs. The preference share funding      
                   will comprise:                                               
                   *    `senior` preference shares which will be raised         
                        against the preferred coupon payable on the A           
Preferred Ordinary Share investment of each of the      
                        SPVs into TH; and                                       
                   *    `mezzanine` preference shares which will be raised      
                        on a share cover basis against the value of the A       
Preferred Ordinary Shares.                              
              *    The remainder of the funding requirement will be provided    
                   by TH through a notional vendor funding arrangement. In      
                   terms of this arrangement, the SPVs will subscribe for a     
portion of the A Preferred Ordinary Shares at their par      
                   value. TH will repurchase so many of these shares, at par    
                   value, at the end of the funding term, as will be            
                   sufficient to `settle` the outstanding balance, taking       
into account a market related return on the notional         
                   vendor funding account.                                      
              The external and notional vendor funding arrangements will        
              endure for a period of seven years after which the A Preferred    
Ordinary Shares will become ordinary shares ranking pari passu    
              with all other ordinary shares and refinancing of the various     
              funding arrangements will be evaluated.                           
         6.3  Board representation                                              
Both of the anchor BEE partners will be invited to appoint a      
              representative to the board of directors of TH.                   
    7.   The Hulamin BEE equity transaction                                     
         7.1  Overview of the Hulamin BEE equity transaction                    
In anticipation of the unbundling and listing of Hulamin and,     
              in order to facilitate the introduction of BEE partners in        
              Hulamin, Hulamin will dispose of all of its operations to a       
              wholly owned subsidiary ("OpCo") as a going concern. The          
disposal proceeds will be settled by way of equity in OpCo and    
              a shareholder loan and it is anticipated that, depending on       
              the eventual enterprise value of Hulamin, the latter would        
              comprise in excess of 90% of the disposal consideration.          
Immediately after the listing and prior to the unbundling of      
              Hulamin, the following steps will be undertaken to introduce      
              BEE partners in Hulamin:                                          
              *    the BEE partners will subscribe, through a special           
purpose vehicle, for 10% of Hulamin`s equity and             
                   shareholder`s loan investments in OpCo based on the          
                   enterprise value as set out in paragraph 4.1, less net       
                   debt and certain pre-agreed adjustments. Unless otherwise    
agreed by the parties, the shares in Opco will after         
                   seven years be exchanged, on an equivalent value basis,      
                   for listed shares in Hulamin. The BEE partners will be       
                   subject to lock in provisions for a further period of        
three years;                                                 
              *    Hulamin will issue one A Ordinary Share to the BEE           
                   partners which will not be listed. The A Ordinary Share      
                   will have no entitlements to any dividends or other          
shareholder distributions, but will entitle the BEE          
                   partners to a 10% voting interest in Hulamin. This A         
                   ordinary share will be repurchased by Hulamin at its par     
                   value upon occurrence of the share exchange referred to      
above;                                                       
              *    the Hulamin ESOP and Hulamin MSOP share trusts will          
                   subscribe for B Ordinary Shares in Hulamin representing a    
                   collective interest of 5% in the company after the           
conclusion of the proposed transactions. The B Ordinary      
                   Shares will rank pari passu with the Hulamin ordinary        
                   shares other than for certain rights and obligations         
                   attaching to these shares in respect of the vendor           
funding considerations (refer to section 8).                 
         7.2  Information on the BEE participants                               
              Imbewu Consortium ("Imbewu")                                      
              Imbewu is a black controlled consortium which will own 6% of      
Hulamin OpCo.  The shareholders of Imbewu are:                    
                                                                                
                                                                                
                                                                                
Shareholder                   % interest  % indirect              
                                            in Imbewu   interest in             
                                                        Hulamin                 
                                                        OpCo                    
JB Magwaza                    16.3%       0.98%                   
              Imbewu Capital Partners       29.2%       1.75%                   
              Sipho Madonsela               4.2%        0.25%                   
              Strategic Partners and broad  50.3%       3.02%                   
based groupings                                                   
              JB Magwaza is the Chairman of the Imbewu Consortium and is        
              also a director of THG. He has a 16.3% stake in Imbewu and        
              sits on a number of boards of companies including Mutual &        
Federal, Nedbank, Dorbyl, Ithala Development Corporation,         
              Rainbow Chicken and Anglo American South Africa.                  
              Imbewu Capital Partners is a black controlled private equity      
              and investment holding company. Gcina Zondi is a founder and      
the Chief Executive and he owns 40% of Imbewu Capital             
              Partners.  Imbewu Capital Partners has a 29.2% stake in           
              Imbewu.                                                           
              Sipho Madonsela is a Pietermaritzburg based businessman who       
founded and is currently the Chief Executive of Emzansi           
              Consulting Engineers, a firm of 55 professional engineers         
              specialising in civil, mechanical and electrical engineering.     
              He is currently the President of the Engineering Council of       
South Africa.                                                     
              The broad based groupings associated with Imbewu include the      
              following:                                                        
              *    The Mehlesizwe Trust which has numerous beneficiaries        
including rural women`s groups, youth and disabled           
                   groupings and other developmental trusts in KwaZulu-         
                   Natal.                                                       
              *    An Engineers` Trust representing the interests of 87         
engineers who are members of the National Society of         
                   Black Engineers.                                             
              *    The SMME Trust representing the interests of 56 SMME`s       
                   associated with the Business Support Centre ("BSC") in       
Pietermaritzburg. BSC is an organisation focused on the      
                   development of black micro enterprises in and around the     
                   Pietermaritzburg area.  BSC`s mission is to source and       
                   establish business opportunities for small and medium        
sized enterprises and support their development.  BSC has    
                   been operating since 1996 and Hulamin has been a             
                   supportive partner since its inception.                      
              *    In addition, Hulamin and the BEE partners have identified    
a number of broad-based groupings involved in education,     
                   healthcare and social upliftment to participate in the       
                   Hulamin BEE equity transaction.                              
              Makana Investment Consortium ("Makana Consortium")                
The Makana Consortium, which is controlled by Makana              
              Investment Corporation, will own 4% of Hulamin OpCo.  The         
              shareholders of the Makana Consortium are:                        
                                                                                

                                                                                
              Shareholder                   % interest  % indirect              
                                            in the      interest in             
Makana      Hulamin                 
                                            Consortium  OpCo                    
              Makana Investment             60.0%       2.40%                   
              Corporation                                                       
Makana Trust             51.0%       1.22%                   
                   African Sky              22.5%       0.54%                   
                   Autshumatu Investments   16.5%       0.40%                   
                   Wild Orchard             10.0%       0.24%                   
Makana Investment KZN         40.0%       1.60%                   
                   Makana Investment        40.0%       0.64%                   
              Corporation                                                       
                   KZN EPPC Committee       40.0%       0.64%                   
(Section 21 company)                                              
                   EPPC KZN management      20.0%       0.32%                   
         Makana Investment Corporation was formed as a commercial vehicle to    
         enable former political prisoners to participate in the South          
African economy.  Makana Investment Corporation is a broad based       
         grouping and is the major shareholder in the Makana Consortium with    
         a 60% direct stake.                                                    
         The majority shareholder of Makana Investment Corporation is Makana    
Trust (51%). Makana Trust was established in 1996 to address the       
         needs of ex-political prisoners and has an estimated 6,450             
         beneficiaries. The current trustees include Peter-Paul Ngwenya,        
         Soto Ndukwana, Margaret Ndlovu, Nolitha Yvonee Vukuza-Linda and        
Tokyo Sexwale.  Peter-Paul Ngwenya is a founder member and             
         executive chairman of Makana Investment Corporation.  Peter-Paul is    
         a 22.5% shareholder in the Makana Investment Corporation through       
         African Sky.                                                           
Autshumatu Investments is 100% black owned and has 8 shareholders      
         including Sfiso Buthelezi, the former economic adviser to the MEC      
         of KwaZulu-Natal, who is a 22.5% shareholder in Autshumatu             
         Investments.                                                           
Wild Orchard is an investment company that is 83% black owned and      
         controlled.                                                            
         Makana Investment KZN is a 40% shareholder in the Makana               
         Consortium.  The company was formed to take advantage of local SME     
business opportunities in KwaZulu-Natal and enable KwaZulu-Natal-      
         based ex-political prisoners to benefit from growth opportunities      
         in the province. Its shareholders include Makana Investment            
         Corporation (40%) and the KZN EPPC Committee which is a Section 21     
company owning 40%.  The EPPC management in KwaZulu-Natal has a 20%    
         stake in Makana Investment KZN.                                        
         7.3  Funding                                                           
              The funding of the subscription for shares by the BEE partners    
in Opco will be fully funded by an unencumbered equity            
              contribution from the BEE partners.                               
              The BEE partners will fund the purchase of their proportionate    
              share of the OpCo shareholders` loan through third party bank     
funding which will be serviced through the repayment by OpCo      
              of the BEE partners` shareholder loan. The BEE partners`          
              shareholder loan will rank ahead of the Hulamin shareholder       
              loan to OpCo to enhance the fundability of the acquisition by     
the BEE partners.                                                 
         7.4  Board representation                                              
              The BEE SPV will be invited to appoint at least one               
              representative to the board of directors of Hulamin.              
8.   Employee participation                                                 
         TH and Hulamin value their employees as key contributors to the        
         historic and ongoing success of the respective businesses and for      
         this reason senior black South African management and all permanent    
employees up to middle management level based in South Africa, the     
         large majority of whom are black,  will be included as participants    
         in the proposed BEE transactions. The proposed initiatives for         
         employee participation in the respective companies were developed      
with the following objectives in mind:                                 
         *    To retain and attract a high calibre of employee at every         
              level within the organisation;                                    
         *    To create a sense of ownership amongst the employees of the       
companies and engender an ownership culture in the workforce;     
              and                                                               
         *    To spread a significant proportion of the benefit of the BEE      
              transactions amongst a wide group of individuals who are key      
to the sustained success of the respective businesses.            
         The employee participation in both TH and Hulamin will be effected     
         through similar notional vendor funding structures. Senior black       
         South African management and all permanent employees up to middle      
management level based in South Africa, the large majority of whom     
         are black, will be invited to participate (through trusts set up       
         for this purpose ("Employee Trusts")) in the transaction.              
         The Employee Trusts will subscribe for B Ordinary shares in TH and     
Hulamin. The B Ordinary shares will rank pari passu with the           
         ordinary shares except that TH and Hulamin will retain the right to    
         repurchase a proportion of these shares at the completion of the       
         option period at their par value, in order to `settle` the notional    
vendor funding extended to the Employee Trusts to acquire these        
         shares. The shares held for the benefit of employees by the            
         Employee Trusts will be under the control of the employees of TH       
         and Hulamin through their representation on the board of trustees.     
9.   Facilitation                                                           
         Both the Hulamin BEE transaction and the TH BEE transaction will be    
         funded and sustainable.  The facilitation cost to shareholders as a    
         percentage of market capitalisation will be in line with similar       
BEE transactions concluded.                                            
    10.  Conditions precedent                                                   
         Implementation of the transactions will be subject, inter alia, to:    
         Obtaining of the funding required to implement the transactions;       
Signature of the requisite agreements;                                 
    *    Obtaining the requisite regulatory approvals and third party           
opinions;                                                                       
         Approval by THG shareholders of the resolutions necessary to           
implement the transactions; and                                        
    *    Obtaining of any third party consents to the cession and delegation    
         of certain contracts (if required).                                    
    *    To the extent that a fair and reasonable opinion may be required by    
the JSE it will be contained in the circular to be posted to           
         shareholders.                                                          
    11.  Cautionary announcement                                                
         A further announcement will be made at the appropriate time and        
when the requisite agreements have been signed and the financial       
         effects have been finalised. Thereafter a circular will be sent to     
         THG shareholders which will record the detailed transaction terms      
         and the resolutions the shareholders will be asked to approve in       
order to implement the transactions.                                   
         Accordingly, Tongaat-Hulett Group shareholders are advised to          
         exercise caution when dealing in their Tongaat-Hulett Group shares     
         until a further announcement is made.                                  
Tongaat                                                                     
    14 December 2006                                                            
    www.tongaat.co.za                                                           
    Financial and debt adviser: Rand Merchant Bank (A division of FirstRand     
Bank Limited)                                                               
    Attorneys: Bowman Gilfillan                                                 
    Transaction sponsor: Rand Merchant Bank (A division of FirstRand Bank       
    Limited)                                                                    
Sponsor: Investec Bank Limited                                              
Date: 14/12/2006 07:00:09 Produced by the JSE SENS Department.
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