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HCI Termination Of Transaction March 28, 2001

It was announced on 30 January 2001 that HCI and its controlling shareholders had entered into an agreement in terms of which, amongst other things, certain purchases were agreed to, namely, a repurchase by HCI of 48,287,301 of the HCI shares currently held by MIC Media Technology Holdings (Proprietary) Limited and Mineworkers Social Benefit Trust (“the sellers”) and a purchase by Sactwu Investments Group (Proprietary) Limited (“SIG”) of 22,148,986 of the HCI shares currently held by the sellers (“the purchase transaction”).

The purchase transaction was subject to the fulfilment of various suspensive conditions (“conditions precedent”). A circular setting out details of the purchase transaction, incorporating a notice of a general meeting to be held at 10h00 on Thursday 29 March 2001 (“the general meeting”), was posted to HCI shareholders on 7 March 2001 (“the circular”).

It was also announced on 7 March 2001 (“the offer announcement”) that, if the purchase transaction became unconditional, the SACTWU Consortium (comprising SIG, South African Clothing and Textile Workers Union and SACTWU Educational Trust) would be obliged to make an offer to shareholders of HCI, other than the sellers and the members of the SACTWU Consortium (“the minority shareholders”) to acquire all or any of the HCI shares held by them (“the offer”). The circular stated that the convening of the general meeting was subject to the extension of the offer prior to the general meeting.

The Board of directors of HCI (“the Board”) has been informed that some of the conditions precedent have to date not been fulfilled and that one particular condition precedent will not be fulfilled. Accordingly, it is apparent to the Board that the purchase transaction will therefore not be capable of implementation as proposed in the circular. In light of the aforegoing, the SACTWU Consortium will not be obliged to make an offer to the minority shareholders and has therefore decided not to extend the offer.

3. TERMINATION OF GENERAL MEETING Due to the fact that not all of the conditions precedent will be fulfilled, that the purchase transaction will not be capable of implementation, and more particularly, that the offer has not been, and will not be extended prior to the general meeting, the general meeting will no longer be held.

4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT The cautionary announcement contained in the offer announcement is hereby withdrawn.

Source: HCI