More than 50% of shareholders in both S&B and Stocks have given irrevocable undertakings to approve the merger.

S&B will settle the purchase consideration through a combination of cash and shares. In total 39 724 880 S&B shares will be issued at R18.60 a share to Stocks management and BEE partner Leswikeng Building (“Leswikeng”), led by Herman Mashaba. As a result the merger will see black direct shareholding rise to 18,3% (held by Leswikeng and S&B’s original BEE partner Mowana Investments).

S&B CEO Willie Meyburgh says: “The merger will enable S&B to leverage Stocks’ strong management, deep skills-base and established operations to secure growth. A strengthened and expanded skills pool is possibly the most important advantage, particularly at management level where an industry-wide skills shortage is set to continue.”

Stocks specialises in commercial buildings including airports, office parks, shopping centres and hotels as well as affordable housing for major mining and industrial clients. In the Gulf Stocks is equal partner in established fit-out contracting and electromechanical businesses.

Stocks CEO Stephen Pell says that Stocks elected to merge with S&B rather than list independently. “The increased scale and critical mass as a result of the merger will enable the enlarged group to secure major and complex projects that each company could not have undertaken individually.”

Meyburgh adds that dovetailing operations will also free-up executive management capacity to focus on new areas of growth. “Stocks has a strong focus on building which will bolster S&B’s relatively smaller operations in this field, while S&B’s diverse range of civils activities will boost Stocks’ fledgling civils business.” Both groups agree that a strong

combined order book will see off the challenge posed by the current power crisis. “Existing projects are proceeding as planned. While a shortage of power may temporarily slow new projects coming on-stream, this is expected to be short-term only.”

Meyburgh says Stocks’ established USDollar-revenue stream from the Gulf operations will act as a rand hedge for the group. “For the past eight years Stocks has built a strong foothold in the United Arab Emirates by partnering with premier Middle Eastern groups.” Stocks’ success there to date will shortly result in expansion into Bahrain. Pell points out that S&B’s range of disciplines offers opportunity for penetration into other high-growth niche markets in the Gulf.

Meyburgh says that combined management will hold a majority stake in the merged group with 54% of total shareholding.

“Significant participation by Stocks management in the enlarged group will ensure that all interests in the new environment are aligned and incentivised, which bodes well for growth and longevity.”

He concludes that the merger significantly strengthens the value proposition for S&B shareholders. “The synergies in our business models, growth strategy, management style and culture and the ‘hand-in-glove’ fit of our operations, will ensure enhanced returns for shareholders.”

S&B reported revenue of R1,1 billion and profit after tax (PAT) of R57,3 million for the six months to August 2007, which set the group on track to meet its forecast revenue of R2,5 billion and PAT of R115 million for the full year to February 2008.

S&B’s final annual results are due to be released in May 2008 and will not include the effects of the merger, which remains conditional. The company will publish the financial effects of the transaction and revised listings particulars in due course and remains trading under cautionary until then.

S&B’s share closed yesterday at R18,90.

Issued by: Envisage Communications, Nicole Katz

(011) 325 5944

On behalf of: Stefanutti & Bressan Limited

Willie Meyburgh, CEO

(011) 571 4300