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OFFER TO HCI SHAREHOLDERS

It was announced on 30 January 2001, that HCI and its controlling shareholders had entered into an agreement in terms of which HCI would repurchase 48 287 301 HCI shares, being 12,5% of the issued HCI shares, from MIC Media Technology Holdings (Proprietary) Limited and Mineworkers Social Benefit Trust (“the sellers”) subject to, inter alia, the approval of HCI shareholders, by way of special resolution in general meeting. In addition, Sactwu Investments Group (Proprietary) Limited (“SIG”) will acquire 22 148 986 of the HCI shares, being 5,7% of the issued HCI shares, from the sellers (collectively “the transaction”). The Securities Regulation Panel (“SRP”) has ruled that, should the conditions precedent to the transaction be fulfilled, the SACTWU Consortium (comprising SIG, South African Clothing and Textile Workers’ Union and SACTWU Educational Trust) will be obliged to make an offer to HCI shareholders, other than itself or the sellers, (“the minority shareholders”) to acquire all or any of the HCI shares held by them. Pursuant to the offer made by the SACTWU Consortium, HCI may acquire from the SACTWU Consortium, some or all of the HCI shares acquired in terms of the offer up to a maximum number of 50 million HCI shares at a price of R4,00 per HCI share (“the supplementary specific repurchase”). A circular setting out details of the transaction, the supplementary specific repurchase and incorporating a notice of general meeting to be held at 10h00 on Thursday, 29 March 2001 will be posted to HCI shareholders today. 2. THE OFFER TO HCI SHAREHOLDERS The SACTWU Consortium is obliged to make an offer to the minority shareholders of HCI for all or part of their shares at a price of R4,00 per HCI share (“the offer”) should the transaction become unconditional. HCI shareholders are advised that the offer is subject to the fulfillment of the conditions precedent to the transaction as set out in paragraph 3 below. The dates and times set out herein are based on the assumption that on Thursday, 29 March 2001 the transaction becomes unconditional and accordingly, a change of control will be effected in the company. It may be however that this will not be the case, in which event the offer will not come into operation on the date anticipated. The company has received irrevocable undertakings from HCI shareholders representing approximately 68% of the HCI shares held by the minority shareholders not to accept the offer. 2.1 Terms of the offer The SACTWU Consortium extends the offer to minority shareholders to acquire all or any of their HCI shares at a price of R4,00 per share subject to the fulfillment of the conditions precedent to the transaction and supplementary specific repurchase. HCI will, subject to shareholder approval at the general meeting repurchase a maximum of 50 000 000 HCI shares from the SACTWU Consortium at a price of R4,00 per share to the extent that such shares comprise any shares sold by any minority shareholders to the SACTWU Consortium in terms of the mandatory offer. 2.2 Period of the offer The offer opens at 9h00 on Thursday, 22 March 2001 and closes at 16h00 on Thursday, 12 April 2001. 3. conditions precedent The convening of the general meeting of HCI shareholders on 29 March 2001 is subject to the extension of the mandatory offer prior to the general meeting. The transaction is subject to, inter alia, fulfillment of the following conditions precedent: 3.1 The transaction and the supplementary specific repurchase being approved by HCI shareholders, excluding the sellers, parties acting in concert with the sellers, the SACTWU Consortium and parties acting in concert with the SACTWU Consortium, at the general meeting; 3.2 Approval by the Exchange Control Department at the South African Reserve Bank; and 3.3 Approval by certain shareholders and related parties of Vodacom Group (Proprietary) Limited. 4. RECOMMENDATIONS AND OPINIONS The board of directors of HCI and Fisher Hoffman PKF (Jhb) Inc. in its capacity as corporate adviser to the board of directors of HCI, are of the opinion that, when viewed from the perspective of a minority shareholder accepting the mandatory offer, the terms and conditions of such offer are not fair and reasonable to the minority shareholders. The directors of HCI accordingly unanimously recommend that shareholders do not accept the offer. 5. SPECIAL ARRANGEMENTS Irrevocable undertakings have been received from HCI shareholders, representing approximately 68% of the HCI shares held by the minority shareholders, to vote the shares under their control in favour of the transaction, supplementary specific repurchase and any resolutions required to give effect thereto. The result of the general meeting will be published on or about Friday, 30 March 2001 and confirmation whether the offer has become unconditional will be included in such announcement. Mettle Limited has given written confirmation to the SRP that the SACTWU Consortium has the necessary resources required to implement the offer. 6. FINANCIAL EFFECTS 6.1 The transaction and the supplementary specific repurchase The pro forma financial effects of the transaction as well as the supplementary specific repurchase on net asset value, and headline loss per HCI share, before and after the transaction and the supplementary specific repurchase are set out below: Notes Before After Percentage Increase Net asset value (Rand) 1 9,20 10,98 19,4 Headline loss (cents) 2 20,7 35,2 70,1 Notes: 1. Based on 384 629 267 HCI ordinary shares in issue before the transaction and supplementary specific repurchase and 286 341 966 HCI ordinary shares in issue after the transaction and supplementary specific repurchase, based on the latest reported net asset value of HCI at 18 December 2000. 2. Based on the unaudited HCI results for the six months to 30 September 2000 the amount in the “after” column represents the earnings that would have accrued per HCI ordinary share had the transaction and supplementary specific repurchase been effective 1 April 2000, and an after tax funding cost of 10.295% per annum. 6.2 The offer The pro forma financial effects of the offer are set out below: Percetnage Notes Before After Increase/(Decrease) Headline (loss)/profit (cents 1 (9,20) 20,0 N/A Market value (Rand) 2 4,50 4,00 (11,1) Notes: 1. The amount in the “Before” column is based on the unaudited financial results of HCI for the six months ended 30 September 2000. The amount in the “After” column represents the interest after tax which a minority shareholder with a marginal tax rate of 30% would have earned, had the minority shareholder invested an amount equal to the offer consideration for the six months ended 30 September 2000 at an average interest rate of 10% over that period. 2. The amount in the “Before” column is based on the share price of HCI shares at the close of business on 6 March 2001 on the JSE, the date prior to the publication of the announcement of the transaction. The amount in the “After” column represents the offer consideration. 7. FURTHER CAUTIONARY ANNOUNCEMENT Shareholders should note that a number of approvals are to be obtained with regard to the proposed transaction and the supplementary specific repurchase at the general meeting of HCI shareholders, before the offer becomes unconditional and should continue to exercise caution when dealing in their HCI shares

Source: HCI