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PROTECH KHUTHELE HOLDINGS LIMITED - Posting of offer circular by Eqstra Holdings Limited (Eqstra) and update to Protech shareholders

Release Date: 22/02/2013 15:17
Code(s): PKH     PDF:  
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Posting of offer circular by Eqstra Holdings Limited (“Eqstra”) and update to Protech shareholders

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”)


POSTING OF OFFER CIRCULAR BY EQSTRA HOLDINGS LIMITED (“EQSTRA”)
AND UPDATE TO PROTECH SHAREHOLDERS


1. Posting of Eqstra offer circular

Protech shareholders are advised that the offer circular 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 “Eqstra offer”) (the “Eqstra offer circular”) was posted,
by Eqstra, to Protech shareholders yesterday, 21 February 2013.

The independent board of Protech constituted to consider the Eqstra offer (the
“Independent Board”) is considering the Eqstra offer circular and will form its
opinion regarding the Eqstra offer, taking into account the fair and reasonable
opinion of the appointed independent expert, PricewaterhouseCoopers Corporate
Finance Proprietary Limited (the “Independent Expert”). An offeree response
circular setting out the opinion of the Independent Expert and the
recommendations of the Independent Board will be posted to Protech
shareholders by no later than Monday, 25 March 2013. Accordingly, Protech
shareholders are strongly urged to await the Protech response circular before
deciding on whether or not to accept the Eqstra offer.

2. Update to Protech shareholders

As stated in the Eqstra offer circular, the offer consideration of R0.60 per Protech share,
will be adjusted for, inter alia, any changes to the capital structure of Protech between 5
December 2012 and the effective date of the Eqstra offer (the “effective date”). To the
extent that Protech incurs additional financial debt that is not applied towards revenue
generating assets and / or working capital movements other than in the ordinary course
of business, then Eqstra reserves its right to reduce the offer consideration by an
amount of 1.4c per Protech share for each full R10 000 000 by which the net debt (all
interest bearing debt less cash and cash equivalents) (“net debt”) of Protech, as at the
last day of the calendar month immediately preceding the effective date, is greater than
R125 000 000. Eqstra has indicated that it further reserves the right to cancel the Eqstra
offer if the net debt of Protech as at the last day of the calendar month immediately
preceding the effective date is greater than R200 000 000.

In order to assist Protech shareholders in assessing the Eqstra offer, the Independent
Board will provide an update on the net debt of Protech in the Protech response circular.


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.
Lanseria


22 February 2013
Investment bank and transaction sponsor
Nedbank Capital


Legal advisor
Bowman Gilfillan Inc.


Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited

Communications Advisor
College Hill

Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited

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