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PROTECH KHUTHELE HOLDINGS LIMITED - Opinion of the Independent Expert and recommendation of the Independent Board to reject the Eqstra offer

Release Date: 12/03/2013 07:05
Code(s): PKH     PDF:  
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Opinion of the Independent Expert and recommendation of the Independent Board to reject the Eqstra offer

Protech Khuthele Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/024352/07)
Share code: PKH ISIN: ZAE000101986
(“Protech” or the “Company”)

OPINION OF THE INDEPENDENT EXPERT AND RECOMMENDATION OF THE
INDEPENDENT BOARD TO REJECT THE EQSTRA OFFER


1. Introduction

Protech shareholders are referred to the announcement released by Protech on SENS
on Friday, 22 February 2013, advising that the offer circular (the “Eqstra offer circular”)
regarding the conditional general offer by Eqstra, to acquire the entire issued ordinary
share capital of the Company that it does not already own (the “Eqstra offer”), had been
posted to Protech shareholders by Eqstra. Protech shareholders were further advised
that the independent board of Protech, constituted to consider the Eqstra offer (the
“Independent Board”), is considering the Eqstra offer circular and will post an offeree
response circular (the “Protech response circular”) setting out, inter alia, its opinion
regarding the Eqstra offer, taking into account the opinion of the appointed independent
expert, PricewaterhouseCoopers Corporate Finance Proprietary Limited (the
“Independent Expert”), by no later than Monday, 25 March 2013.

2. Opinion of the Independent Expert

Protech shareholders are now advised that the Independent Expert has concluded its
work and provided an opinion to the Independent Board. Based on the results of the
procedures performed, detailed valuation work and other considerations, the
Independent Expert concluded the market value, on a controlling basis, of a Protech
share is between R0.79 and R0.88.


The Independent Expert has considered the terms and conditions of the Eqstra
offer and is of the opinion that they are unfair and unreasonable to Protech
shareholders.

The Independent Expert has based its assessment on an unadjusted Eqstra offer
consideration of R0.60 per share. The opinion letter of the Independent Expert setting
out, inter alia, the sources of information on which it relied, its procedures, valuation
approach, assumptions and opinion will be included in the Protech response circular.

3. Opinion and recommendation of the Independent Board

The Independent Board, taking into account the opinion of the Independent
Expert, has considered the terms and conditions of the Eqstra offer and is of the
opinion that the Eqstra offer significantly undervalues the Company and is unfair
and unreasonable and accordingly, strongly recommends that Protech
shareholders reject the Eqstra offer.
Further details, including comments on certain statements contained in the Eqstra offer
circular will be included in the Protech response circular.

4. 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


12 March 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

Date: 12/03/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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