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Salient terms of the rights offer and record date

Johannesburg, 06 Apr 2002

Further to the announcement dated 22 March 2002 shareholders of Glotec registered as such at the close of business on Friday, 19 April 2002, will receive rights to subscribe for additional ordinary shares in Glotec in terms of the rights offer, on the basis of 6 rights shares for every 100 ordinary shares held in Glotec, at 80 cents per rights share.

Terms of the rights offer

The number of shares offered is 24 644 234 new Glotec shares, with the total amount of R19 715 387 to be raised, before expenses. The number of shares in issue after the rights offer will be 435 381 473 ordinary Glotec shares.

The rights offer is partly underwritten by Global Technology Investment Holdings (Proprietary) Limited ("GTIH"), the controlling shareholder in Glotec, which has also irrevocably undertaken to follow its rights in full. GTIH has a shareholder loan account of R16 151 457 as at 28 February 2002 which it will utilise to follow its rights amounting to R9 137 232 with the balance of R7 014 225 being utilised to underwrite a portion of the remainder of the rights offer.

The last day to trade for the rights offer in order to settle by the record date and to qualify to participate in the rights offer (cum entitlement), is Friday, 12 April 2002 for settlement by Friday, 19 April 2002 ("the record date"). Shareholders of Glotec registered on the record date will receive rights to subscribe for additional ordinary shares in Glotec as set out above.

The renounceable (nil paid) letters of allocation will be listed from the commencement of trade on the JSE Exchange South Africa ("JSE") on Monday, 15 April 2002, from which date the Glotec shares will trade "ex-rights".

Entitlements to shares subscribed for, and any refund cheques, in terms of the rights offer, will be posted on or around Wednesday, 15 May 2002 to certificated shareholders.

A summary of the revised salient dates and times for the rights offer are as follows:

Underwriting of the rights offer

GTIH has irrevocably undertaken to fully follow its rights in respect of 11 421 539 new shares at no cost to Glotec. In addition, in terms of the underwriting agreement, the underwriter has agreed to underwrite a portion of the remainder of the rights offer, in the amount of R7 014 225 (before expenses).

Conditions precedent

The rights offer is conditional upon, inter alia, the following:

Dematerialisation

  • .         the registration by the Registrar of Companies of all documents in respect of the rights offer; and

  • .         the JSE granting the listings for the 24 644 234 renounceable (nil paid) letters of allocation pertaining to the new ordinary shares and the 24 644 234 new ordinary shares to be issued pursuant to the rights offer.

Shareholders are reminded that Glotec`s shares have been dematerialised in terms of STRATE. Shareholders who have not yet dematerialised their shares are encouraged to do so as the letters of allocation will need to be dematerialised prior to any trade therein. Share certificates may not be dematerialised or rematerialised from 08 April 2002 to 19 April 2002, both dates inclusive and letters of allocation may not be dematerialised after 29 April 2002.

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