CURRO HOLDINGS LIMITED - Update on events leading to the Advtech offer and further cautionary announcement

Update on events leading to the Advtech offer and further cautionary announcement

Curro Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Share Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)

UPDATE ON EVENTS LEADING TO THE ADVTECH OFFER AND FURTHER CAUTIONARY
ANNOUNCEMENT

Shareholders are referred to the Company’s cautionary announcement dated
12 June 2015 and its further announcement on 15 July 2015, as well as to
the cautionary announcement released by Advtech Limited (“Advtech”) on 25
June 2015 and Advtech’s subsequent announcements dated 15 July 2015 and
21 July 2015. In this regard, shareholders are advised that:

1)   Curro has been in discussions with the CEO of Advtech since early
     April 2015;

2)   The discussions with Advtech’s CEO led to a firm expression of
     interest by Curro, which was submitted to the Advtech CEO and Chairman
     (“the Advtech Representatives”) on 29 April 2015, and which contained
     an offer price and further terms contemplated;

3)   On 14 May 2015 the Advtech Representatives met with Curro’s majority
     shareholder, PSG Group, to discuss the proposed offer and a potential
     increase in the offer price;

4)   As the Advtech Representatives indicated that they did not believe the
     initial price offered for Advtech shares to be acceptable, the Advtech
     Representatives were informed that Curro would approach Advtech’s
     largest shareholders to determine a fair share price acceptable to
     them;

5)   The offer acceptable to the major Advtech shareholders (supported by
     their written support letters for same) is R13 per Advtech share. This
     represents a 42% premium to the 30 day volume weighted average price
     of Advtech at 28 April 2015, the date prior to the submission of
     Curro’s initial expression of interest to Advtech. It also represents
     a 62% premium to the R8.02 share price at which Advtech recently
     issued shares to acquire Maravest (as indicated in Advtech’s SENS
     announcements dated 26 March 2015 and 18 June 2015), which was a share
     price Advtech management felt was a fair reflection of Advtech’s share
     value;

6)   The proposed offer by Curro is based on a share swap with Curro valued
     at R33.65 per share, resulting in a swap ratio of approximately 2.59
     Advtech shares for every 1 Curro share. The proposed offer also
     includes a 50% cash underpin for Advtech shareholders who do not wish
     to accept Curro shares (a minority shareholder is likely to be able to
     receive 100% cash, as many of the major shareholders have indicated a
     preference for Curro shares). The aforesaid offer was only subject to
     a limited due diligence on specific matters;

7)   Advtech’s board has now informed Curro and the market that it does not
     wish to refer the matter to its shareholders for consideration and has
     withdrawn the Advtech cautionary, while being aware that Curro may be
     resubmitting their offer;

8)   In light of the above, as well as ongoing media speculation and the
     fact that Curro is still contemplating whether to resubmit an offer,
     albeit in a potentially different format, Curro will not withdraw its
     existing cautionary announcement for the time being, given the
     seriousness of the matter and the potential impact on shareholders.

Accordingly, Curro shareholders should continue to exercise caution when
dealing in the Company’s securities until a further announcement is made.

22 July 2015
Durbanville

Corporate advisor and sponsor
PSG Capital Proprietary Limited

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