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PROTECH KHUTHELE HOLDINGS LIMITED - Update to shareholders and extension to posting date of offer response circular

Release Date: 25/03/2013 12:41
Code(s): PKH     PDF:  
Wrap Text
Update to shareholders and extension to posting date of offer response circular

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

UPDATE TO SHAREHOLDERS AND EXTENSION TO POSTING DATE OF OFFER
RESPONSE CIRCULAR


1. Introduction

Protech shareholders are referred to the announcement released by Protech on SENS
on Tuesday, 12 March 2013, advising shareholders of the opinion of the independent
expert that the offer by Eqstra Holdings Limited (“Eqstra”) is unfair and unreasonable,
and the recommendation of the independent board of Protech (the “Independent Board”)
to reject the offer.

Protech shareholders are advised that further to comments made in the media and in the
announcement released by Protech on SENS on 5 December 2012, Protech has
investigated the validity of the irrevocable undertaking to support Eqstra’s offer
purportedly given by Protech Black Economic Empowerment (Pty) Ltd (the “SPV”),
which is wholly owned by the Protech Khuthele BEE Trust (the “Trust”). Protech has
obtained legal advice and, based on that legal advice, is of the view that the trustees of
the Trust did not have the authority to approve the disposal by the SPV of the shares in
Protech held on behalf of the Trust, and that the SPV did not have the authority to give
the irrevocable undertaking.

Based on the above legal advice, Protech has sent letters to the Trust and to Eqstra
requesting them not to proceed with the transfer of any shares held by the SPV, and has
also informed the Takeover Regulation Panel (the “TRP”) of the legal advice it has
received.

Given the above, Protech has been granted an extension by the TRP to post its offer
response circular on or before Friday, 5 April 2013.


2. 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


25 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: 25/03/2013 12:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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