96IN Hsbc Bk 27

RNS No 7695k
TOLUX S A
20 May 1998                                                      




Tolux S.A.                                 Capital Alliance Holdings Limited    
Societe Anonyme                            (Registration number 52/00756/06)
 (Incorporated in Luxembourg                      ("Capital Alliance")
 (RC Luxembourg B13861)
 ("Tolux")

Capital Partners Limited                  Capital Partners Group Limited
(Registration number 91/04856/06) (Incorporated in the British Virgin Islands)
    ("Capital Partners")                        (Registration number 158272)
                                                 ("Capital Partners Group")


CHANGE OF CONTROLLING SHAREHOLDER OF TOLUX
ACQUISITION OF FINANCIAL SERVICES OPERATIONS BY TOLUX
FURTHER CAUTIONARY ANNOUNCEMENT



1       INTRODUCTION

    Further to recent cautionary announcements made by Capital Alliance and
    Tolux, this announcement serves to advise shareholders that:

    *   an effective controlling interest in Tolux is to be acquired from
        Standard Bank Investment Corporation Limited ("Stanbic') by a consortium
        comprising Capital Alliance and the vendors of the Capital Partners' and
        the Capital Partners Group's interests; and

    *   agreement in principle has been reached for Tolux to acquire the
        respective vendors' interests in the merchant banking, investment,
        private equity, fund management and advisory business operations of
        Capital Alliance, Capital Partners and Capital Partners Group, thereby
        achieving a listing of those financial services operations.

2.  CHANGE OF CONTROL OF TOLUX

    Stanbic has entered into an agreement ("the Stanbic Agreement") which will
    result in effective control of Tolux passing from Stanbic to the vendors
    ("the Vendors") of the Sale Assets (as defined below).

    In terms of the Stanbic Agreement, Stanbic will:

    *    sell 50% of its holding of Tolux ordinary shares ("Tolux Shares"),
         being 36,54% of all issued Tolux Shares, to the Vendors at a price
         equal to a 15% premium to the audited attributable net asset value per
         Tolux Share, valuing Tolux's underlying investments at their market
         values, approximately seven days prior to the posting of offer
         documentation to Tolux minorities (see paragraph 5 below)
         (" Effective NAV per shared"); and

    *    have the right, but not the obligation, to sell to the Vendors
         the balance of Its holding of Tolux Shares (being a further 36,54% of
         all issued Tolux Shares), exercisable six months from completion of the
         Tolux Acquisitions noted below, at a price equal to a 12,5% premium to
         the Effective NAV per share.

    In terms of the Stanbic Agreement, the Vendors have undertaken to make
    offers to all Tolux minority shareholders to acquire their Tolux Shares on
    terms which are no less favourable than those offered to Stanbic.  These
    offers are described in paragraph 4 below.  The Stanbic Agreement is
    conditional, inter alia, on the successful conclusion of the Tolux
    Acquisitions referred to In paragraph 3 below.

    For purpose of reference, unaudited management accounts for Tolux indicate
    that the not asset value per Tolux Share as at 31 March 1998, valuing
    Tolux's underlying investments at their market values, was US$6,92.  Tolux
    will release its interim results for the six months ended 31 March 1998
    prior to date of posting of the offer documentation.  All offers to Stanbic
    and other Tolux minority shareholders will be settled In cash in US Dollars
    or, in the case of South African resident shareholders, in the Rand
    equivalent of such US Dollar amounts.

3.  THE TOLUX ACQUISITIONS

    Agreement in principle has been reached between Tolux and the Vendors
    whereby Tolux will, with effect from 1 April 1998. acquire the
    Vendors'interests in:

    *   the merchant and investment banking operations of Capital Alliance
        comprising, inter alia, merchant banking, stockbroking, property trading
        and services, asset management, unit trust management, derivative
        trading, and African operations;

   *    the South African and international operations of Capital Partners and
        Capital Partners Group comprising, inter alia, investment, private
        equity, fund management and advisory services, including certain fund
        management entries in which control will continue to be exercised by the
        current principals,

   (collectively "the Sale Assets").

   The aggregate consideration payable by Tolux for the Sale Assets Will be
   R3,065,000,000.  This consideration. 55,675% of which will accrue to Capital
   Alliance, will be settled by the issue to the Vendors of new Tolux Shares.
   to be issued at Tolux's net asset value per share as at 31 March 1998 valuing
   Tolux's investments at their market value.  On this basis, it is expected
   that the Vendors will receive approximately 86,907 million new Tolux Shares.

   Subject to the appropriate regulatory approvals being received, Capital
   Alliance will distribute the Tolux Shares received by it in terms of the
   Tolux Acquisitions directly to Its own shareholders.  Tolux will therefore,
   subsequent to the Tolux Acquisitions and this distribution by Capital
   Alliance, have a broadly spread shareholder base.

   Tolux, as it is currently constituted, is a Luxembourg resident investment
   holding company whose assets comprise primarily cash, fixed income securities
   and listed investments with a not asset value as at 31 March 1998 (per
   unaudited management accounts and valuing underlying investments at market
   values) of approximately US$27,2 million.  There are 3,927,728 Tolux Shares
   currently in issue.  Tolux is listed on the Luxembourg, Johannesburg and
   London stock exchanges.  Subject to the approval of those bodies in respect
   of the Tolux Acquisitions, these listings will be maintained.


   The pro forma consolidated unaudited profits after tax for the Sale Assets
   (excluding Tolux's existing assets) for the year to 31 March 1998 are in
   excess of R125 million.  Full audits of Tolux and the Sale Assets will be
   completed prior to completion of the Tolux Acquisitions.

   In agreeing in principle to acquire the Sale Assets, the Board of Tolux
   recognises that Stanbic has entered into the Stanbic Agreement, which
   provides for the intended change of control of Tolux and the undertaking by
   the Vendors to make offers to the Tolux minority shareholders (as described
   in paragraph 4 below).

   The Tolux Acquisitions will be subject to a number of conditions precedent
   including, Inter alia:

   *     the approval of the shareholders of Tolux;
   *     the approval of the shareholders of Capital Alliance; and
   *     the approval of all appropriate regulatory bodies and authorities.

4. OFFERS TO TOLUX MINORITY SHAREHOLDERS

   In conjunction with and subject to the completion of the change of control of
   Tolux and the Tolux Acquisitions, the Vendors Will make the following cash
   offers to Tolux minorities:

   *    an initial offer to acquire 100% of the Tolux Shares held by such
        minorities on the record date (to be announced) at a price equal to a
        15% premium to the Effective NAV per share; and

   *   a non-transferable deferred offer, open for acceptance six months
       after completion of the Tolux Acquisitions, to acquire up to 50% of all
       Tolux Shares held by such minorities at the original record date at a
       price equal to a 12,5% premium to the Effective NAV per share, provided
       that such shares have not been sold by the minority shareholders
       concerned subsequent to the original record date (whether to the Vendors
       in terms of the Initial offer or otherwise).

  The Vendors have placed the cash on deposit in an escrow account so as to act
  as collateral for the Vendors' obligations under the offers to Tolux
  minorities.  Proof has been provided to the Securities Regulation Panel
  ("SRP") that the vendors have sufficient cash resources available to implement
  the offer.

5. TIMING AND DOCUMENTATION

   It is anticipated that documents relating to the transactions outlined in
   paragraphs 2, 3 and 4 above will be posted to all relevant shareholders
   within thirty days of the date of this announcement, or such extended period
   as the SRP may allow, and that all of those transactions will be completed
   before the end of July 1998.  Publication of the final terms of all
   transactions and listing particulars for the newly constituted Tolux will
   take place in June in conjunction with the posting of all relevant
   documentation.

6. FURTHER CAUTIONARY ANNOUNCEMENT

   In view of the contents of this announcement, Capital Alliance and Tolux
   shareholders are advised to continue to exercise caution in their dealings in
   the shares of the respective companies.

   Capital Alliance shareholders are reminded that Capital Alliance Life is
   involved in separate negotiations which may affect the price at which Capital
   Alliance's shares trade.




Advisers to Tolux         Advisors to the Vendors             Sponsoring brokers

Standard Bank London Ltd      CAPITAL ALLIANCE           HSBC Simpson McKie
(Registration number
 2130447)     
Capital Alliance Bank Limited
(Registration number 60103893106)


Standard Corporate          Capital Partners Advisors        Capital Alliance
and Merchant Bank                                            Securities
Standard Corporate and         
Merchant Bank
(A division of The Standard
Bank of South Africa Limited)
(Registration number 62/00738/06)

Bell Dowar & Hall


END


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