• Independent Expert concludes Offer is not fair but reasonable
• Recommending Directors recommend accepting Offer if likely to sell in near future
• Recommending Directors recommend rejecting Offer if seeking longer-term upside

Engenco Ltd has released its Target's Statement in response to the off-market takeover bid made by Elph Investments Pty Ltd, a member of the Elphinstone Group, to acquire all the issued shares in Engenco. The Independent Expert has concluded that the Offer Price of 30.5 cents per Engenco Share is not fair but reasonable to Engenco Shareholders not associated with Elph Investments, compared to the Independent Expert's fair value estimate of 31.8 cents per share. The Independent Expert considers the Offer is reasonable because the position of Engenco Shareholders is more advantageous if the Offer is approved than if it is not, given the current 68.53% relevant interest held by Elph Investments. The Recommending Directors have unanimously recommended that Engenco Shareholders ACCEPT the Offer if they are likely to want to sell their shares in the foreseeable future, as the Offer provides an attractive premium to recent trading prices and a competing proposal from a third party is unlikely. However, the Recommending Directors have also recommended that Engenco Shareholders REJECT the Offer by doing nothing if they wish to retain their exposure to Engenco Shares with a view to potentially achieving greater value in the longer term, as they consider rejecting the Offer is a higher risk option. The Recommending Directors note the Offer presents shareholders with competing objectives and that shareholders will need to consider their individual circumstances and investment objectives in determining whether to accept or reject the Offer.