| Mon 8 Aug 2011, 9:56 | | MUR - Murray & Roberts Holdings Limited - Disposal by Clough Limited of its |
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MUR
MUR
MUR - Murray & Roberts Holdings Limited - Disposal by Clough Limited of its
Marine Construction business
MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1948/029826/06
JSE Share Code: MUR
ISIN: ZAE000073441
("Murray & Roberts" or "Group")
DISPOSAL BY CLOUGH LIMITED OF ITS MARINE CONSTRUCTION BUSINESS
1 INTRODUCTION
Murray & Roberts shareholders are advised that 62% held Australian listed
subsidiary Clough Limited ("Clough"), has concluded an agreement with
Malaysian listed company SapuraCrest Petroleum Berhad ("SapuraCrest") for
the disposal of Clough`s offshore Marine Construction business
("Transaction").
2 CONDITIONS PRECEDENT
The Transaction remains subject to a range of conditions precedent
including:
* Approval by the Malaysian Central Bank;
* Approval by the shareholders of SapuraCrest;
* Approval by the funders of Clough;
* Consents from relevant clients and partners; and
* Transfer of key staff.
It is envisaged that closure of the Transaction will take place during the
fourth quarter of the 2011 calendar year.
3 NATURE OF BUSINESS OF CLOUGH & SAPURACREST
Clough delivers a variety of Engineering, Procurement and Construction
services. The Marine Construction business comprises pipelay and facilities
installation, subsea construction, umbilicals, risers and flowlines.
SapuraCrest is a major Malaysian oil & gas services provider with interests
in key areas including offshore oil & gas drilling, installation of
pipelines and facilities, marine services as well as maintenance activities
for the oil & gas, marine and power utility industries.
4 RATIONALE
Clough has a long history of successfully executing marine construction
projects; however, it is a sector where significant capital investment is
required to compete consistently with the larger regional and global
players. This Transaction will allow Clough to focus its resources on the
very significant opportunities in the onshore oil & gas, and minerals
markets in Australia.
5 CONSIDERATION RECEIVED
The total cash consideration to be received in respect of the Transaction
is approximately AUD127 million gross of transaction costs. The proceeds
from the Transaction will be utilised to pay down debt related to the
Marine Construction business and to fund future growth opportunities.
Further details of the Clough announcement released on the Australian Stock
Exchange are available on www.clough.com.au.
6 CATEGORISATION OF THE TRANSACTION
In terms of the JSE Listings Requirements, the Transaction is categorised
as a category 2 transaction.
7 FINANCIAL EFFECTS
The unaudited pro forma financial effects of the Transaction set out below
have been prepared to assist Murray & Roberts shareholders in assessing the
impact of the Transaction on the Group`s historical diluted earnings per
share ("EPS") and diluted headline earnings per share ("HEPS"). The pro
forma financial effects are the responsibility of the directors of Murray &
Roberts and are provided for illustrative purposes only.
The pro forma financial effects have been prepared on the basis that the
Transaction had been fully implemented on 1 July 2010 for purposes of the
Statement of Financial Performance and at 31 December 2010 for purposes of
the Statement of Financial Position. It does not purport to be indicative
of what the consolidated financial results would have been had the
Transaction been implemented on a different date. The material assumptions
are set out in the notes following the table.
Due to their nature, the pro forma financial effects may not fairly present
the financial position, changes of equity, results of operations or cash
flows of the Group after the Transaction.
Before the After the Percentage
Transaction Transactio change
(1) n
EPS (ZA cents) (215) (195) 9.3%
HEPS (ZA cents) (177) (168) 5.1%
Weighted average number of shares 296 239 296 239 -
in issue* (`000)
*excludes treasury shares
Notes:
1 Extracted from the Group`s published unaudited interim results for six
months ended 31 December 2010.
2 At 31 December 2010, the value of the net assets of the Marine
Construction business was AUD66 million.
3 For the six months ended 31 December 2010, the net loss attributable
to the net assets of the Marine Construction business was AUD6.1
million.
4 The effects on EPS and HEPS are based on the following principal
assumptions:
a. Interest savings on the debt repayment related to the Marine
Construction business has been taken into account.
b. No interest earned on the proceeds from the Transaction has been
accounted for.
c. A profit on the Transaction of approximately AUD8 million has
been recognised net of transaction and other related costs.
d. The closing exchange rate at 31 December 2010 was ZAR6.75=AUD1.00
and the average exchange rate for the 6 months ended 31 December
2010 was ZAR6.68=AUD1.00.
5 The impact of the Transaction on the Group`s net asset value and
net tangible asset value at 31 December 2010 is not significant.
6 The pro forma financial effects have been prepared using the same
accounting policies as those applied in the most recently
published annual financial statements of the Group.
Bedfordview
8 August 2011
Sponsor
Deutsche Securities (SA) (Pty) Ltd
Date: 08/08/2011 09:56:01 Produced by the JSE SENS Department.
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