► Provision of accounting advice or accounting information regarding the Transaction.
Standard, premise and definition of value
According to TFRS 3, the standard/premise of value to be used in the application of accounting rules is fair value.
In addition, TFRS 13 specifies that fair value should reflect market expectations about the probability that the future economic benefits associated with the asset will flow to the acquirer. Therefore, any analysis should generally reflect assumptions which would be common to any market participant if it were to buy or sell each identified asset on an individual basis.
Thus, the fair value should be determined with reference to “market participants” in general but exclude synergistic values that are unique to a particular buyer. In this context, market participants would include potential buyers that have an ability to acquire and would take an active part in managing the acquired company. Such ability would be evaluated in the context of financial ability as well as a plausible post-combination operating strategy.
In accordance with this definition of fair value, all financial projections used in the valuation should exclude acquirer-specific synergies but include those common to market participants.
Source of data
We considered audited financial historical statements, unaudited financial data, prospective financial information and other documents pertaining to the Transaction in our valuation analysis. We also held conversations with several members of the Management during the course of our engagement. With respect to documentation about EGCOM, we inquired about, and gave consideration to meeting minutes prepared by the Management for the Board of Directors, press releases, web site content, and other documentation (such as public disclosure filings).
The primary sources of information considered in our analysis are presented in Appendix F.
Limitations
In accordance with our Engagement Agreement and the transmittal letter that accompanies this Report our analysis is subject to the limiting conditions contained in Appendix G. Additionally, this Report, the conclusions contained herein and the associated appendices should not be read or utilised in any way without consideration of these limiting conditions.