PROTECH KHUTHELE HOLDINGS LIMITED - Further announcement regarding the unsolicited firm intention by Eqstra

Further announcement regarding the unsolicited firm intention by Eqstra

Protech Khuthele Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/024352/07)
Share code: PKH ISIN: ZAE 000101986
(“Protech” or the “Company”)


FURTHER ANNOUNCEMENT REGARDING THE UNSOLICITED FIRM INTENTION
BY EQSTRA HOLDINGS LIMITED (“EQSTRA”) TO ACQUIRE THE ENTIRE ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY THAT IT DOES NOT ALREADY
OWN AND UPDATE TO SHAREHOLDERS


1. Update to shareholders

Protech shareholders are referred to the announcement published by the Company on
SENS on Wednesday, 5 December 2012 regarding the unsolicited firm intention by
Eqstra to acquire the entire issued ordinary share capital of the Company that it does not
already own (the “Proposed Transaction”) (the “Firm Intention Announcement”) and the
response to the Firm Intention Announcement published by Eqstra on SENS on
Thursday, 6 December 2012 (the “Eqstra Response”).

The independent board, constituted to consider the Proposed Transaction (the
“Independent Board”), wishes to inform shareholders that it has appointed
PricewaterhouseCoopers Corporate Finance Proprietary Limited as the independent
professional expert (the “Independent Expert”) to advise the Independent Board on
whether the terms and conditions of the Proposed Transaction are fair and reasonable.
The substance of their advice and the views of the Independent Board will be included in
the circular to be posted to shareholders.

2. Correspondence with Eqstra

The Independent Board has responded formally in writing to Eqstra setting out, inter alia,
the Independent Board’s willingness to engage with Eqstra and its advisors regarding
the Proposed Transaction.

In addition, the Independent Board provided Eqstra with its account of the events around
the Firm Intention Letter:

   2.1. The tone and terms of the letter constituting Eqstra’s firm intention (the “Firm
        Intention Letter”) left the Independent Board with no option but to respond as it
        did in the Firm Intention Announcement. The Independent Board, due to the
        tight deadlines imposed on it by having to respond with an undertaking to
        support the Proposed Transaction within three business days, interpreted the
        Firm Intention Letter as hostile and aggressive.

   2.2. In addition, the Firm Intention Letter expressly stated that if Eqstra did not
        receive confirmation by 17:00 on 5 December 2012 that the board of directors of
        Protech “will cooperate with Eqstra and will propose the Scheme…Eqstra will
        need to inform the market of its reasons for proceeding with a hostile offer”.
     2.3. Protech and its board of directors have not frustrated, and have no intention to
          frustrate, a potential takeover transaction and believe that they have always
          taken appropriate action during discussions with Eqstra and its advisors.

     2.4. The Independent Board wishes to reiterate that it cannot accede to the request
          for a due diligence given that it has not had sufficient time to consider the
          Proposed Transaction and believes that to grant permission at this stage would
          be premature.

3. Responsibility statement

The Independent Board accepts responsibility for the information contained in this
announcement insofar as the information relates to Protech, and confirms that, to the
best of their knowledge and belief, the information is true and does not omit anything
likely to affect the importance of the information.

4.    Further information

The Independent Board and Protech are following due process, and are taking advice
from experts in their respective fields to ensure that shareholders’ interests are properly
considered and protected.




Lanseria
10 December 2012


Investment bank and transaction sponsor
Nedbank Capital


Legal advisor
Bowman Gilfillan Inc.


Sponsor
Deloitte & Touche Sponsor Services (Pty) Limited

Communications Advisor
College Hill

Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Date: 10/12/2012 01:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.