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Fri 6 Jul 2007, 14:56 HWN - Howden Africa - Purchase By Howden Africa (P
HWN
 HWN                                                                             
HWN - Howden Africa - Purchase By Howden Africa (Proprietary) Limited           
(HAPL), A Wholly-Owned Subsidiary Of Hahl, Of The Remaining 50.01%              
Shareholding Of Bateman Howden South Africa (Proprietary) Limited ("BHSA")      
Howden Africa Holdings Limited                                                  
(Incorporated in the Republic of South Africa                                   
Registration number 1996/002982/06)                                             
Share code: HWN & ISIN: ZAE000010583                                            
("HAHL")                                                                        
PURCHASE BY HOWDEN AFRICA (PROPRIETARY) LIMITED (HAPL), A WHOLLY-OWNED          
SUBSIDIARY OF HAHL, OF THE REMAINING 50.01% SHAREHOLDING OF BATEMAN HOWDEN      
SOUTH AFRICA (PROPRIETARY) LIMITED ("BHSA")                                     
1.   Introduction                                                               
    Shareholders are advised that pursuant to an agreement reached on 6         
    July 2007 between HAPL and Bateman Projects Limited ("Bateman"), HAPL       
    has acquired from Bateman the remaining 50.01% shareholding of BHSA         
that it does not own ("the Acquisition") with effect from 30 June 2007,     
    for a cash consideration of R 26 320 000. The Acquisition is subject to     
    the terms and conditions indicated in paragraph 2 below.                    
    BHSA is a business involved in designing, selling, servicing and            
maintaining gas cleaning systems used in the coal fired Power Station       
    Industry in South Africa and other African markets.                         
2.   Terms and conditions pertaining to the Acquisition                         
    The Acquisition is subject to terms and conditions typical in               
transactions of this nature.                                                
    The cash funds required for the Acquisition will be funded from             
    internal resources from normal operations.                                  
3.   Pro forma financial effects                                                

    The unaudited pro forma financial effects of the Acquisition set out        
    below are the responsibility of the directors of HAHL. These unaudited      
    pro forma financial effects have been presented for illustrative            
purposes only and because of their nature may not give a fair               
    reflection of HAHL`s financial position nor of the effect on future         
    earnings post the implementation of the Acquisition.                        
                                     Before1  Pro forma   Percentage            
After2      Change                
    Earnings per share (cents)3      25.17    26.85       6.7                   
    Headline earnings per share      25.25    26.93       6.7                   
    (cents)3                                                                    
Net asset value per share        39.81    39.81       -                     
    (cents)4                                                                    
    Net tangible asset value per     (16.44)  (43.02)     (161.68)              
    share (cents)4                                                              
Weighted average shares (`000)   65 729   65 729                            
    Number of Shares (`000)          65 729   65 729                            
    Notes:                                                                      
    1.   Based on the audited annual financial statements of HAHL for the       
year ended 31 December 2006.                                           
    2.   Represents the pro forma financial effects of HAHL after the           
         Acquisition.                                                           
                                                                                
3.   Pro forma earnings per share and headline earnings per share           
         effects have been calculated on the following assumptions:             
         -    the Acquisition was effective 1 January 2006; and                 
         -    interest has been assumed on the consideration paid of            
ZAR26,3 million at an average rate of 11.12% per annum.           
    4.   Pro forma net asset value per share and net tangible asset value       
         per share effects have been calculated on the assumption that the      
         Acquisition was effective 1 January 2006.                              
In terms of the company`s accounting policies, the Acquisition is      
         treated as a transaction with parties external to the group,           
         whereby the difference between the consideration and the carrying      
         value of the interest acquired from the minorities is reflected as     
goodwill.                                                              
    4.   Categorisation of the Acquisition                                      
         The Acquisition is classified as a Category 3 transaction in terms     
         of the Listing Requirements of the JSE Limited.                        

    Sponsor to HAHL:                                                            
    PricewaterhouseCoopers Corporate Finance (Pty) Ltd                          
    Transaction advisors and attorneys to HAHL:                                 
Webber Wentzel Bowens                                                       
    Transaction advisors and attorneys for Bateman                              
    Marieta Pretorius Attorney                                                  
    George Klopper Attorney                                                     
6 July 2007                                                                     
Date: 06/07/2007 14:56:35 Produced by the JSE SENS Department.
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