| Tue 31 Jan 2012, 7:16 | | MUR - Murray & Roberts Holdings Limited - Notice of General Meeting to |
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MUR
MUR
MUR - Murray & Roberts Holdings Limited - Notice of General Meeting to
approve the restructure of the ordinary share capital for purposes of a
proposed rights offer and cautionary announcement
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" or "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND HONG KONG
NOTICE OF GENERAL MEETING TO APPROVE THE RESTRUCTURE OF THE ORDINARY SHARE
CAPITAL FOR PURPOSES OF A PROPOSED RIGHTS OFFER AND CAUTIONARY ANNOUNCEMENT
Shareholders of Murray & Roberts ("Shareholders") are advised to read this
announcement in conjunction with the Company`s business update released on
the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE")
today (the "Business Update").
1. INTRODUCTION
As outlined in the abovementioned Business Update, Murray & Roberts has made
good progress in respect of certain key matters.
In line with the Group`s objectives of recovery and growth, the Group has
taken a positive step to improve its liquidity and successfully restructured
its South African Term Debt ("Term Debt") and bank facilities during
November 2011. Further detail on the restructured debt facilities is set out
in the Business Update.
The board of directors of Murray & Roberts (the "Board") has given due
consideration to the continued implementation of the Group`s recovery and
growth plan, the expected funding requirements of the order book, optimal
balance sheet structure, debt repayment tenure and the protracted nature of
the claims settlement process. The Board is of the view that it is prudent
to raise additional equity capital from Shareholders and intends to propose
a rights offer to raise circa R2 billion (the "Rights Offer").
2. RATIONALE AND APPLICATION OF PROCEEDS
Subsequent to the October 2008 global financial crisis, and in particular
since early 2010, Murray & Roberts` business environment has been impacted
by the weakening of the global economy and the slowdown in South African
public spending on infrastructure. These factors, together with the
challenges experienced on three of the Group`s projects namely, Dubai
International Airport, Gautrain Rapid Rail Link and the Gorgon Pioneer
Materials Offloading Facility, which resulted in unresolved claims, caused
Murray & Roberts to end the 2011 financial year in a weakened financial
position.
As a result, managing short-term liquidity has been a key focus for the
Group in recent months given the protracted nature of major claims
resolution processes and timing of anticipated proceeds from claim
settlements in respect of the abovementioned three projects. To date, the
Group has recognised as uncertified revenues a cumulative amount of circa R2
billion of these and other claims.
In order to improve the Group`s liquidity, Murray & Roberts successfully
completed the restructuring of its Term Debt and bank facilities during
November 2011. This restructuring improves alignment between the Group`s
debt repayment tenure and the timing of anticipated proceeds to be derived
from the settlement of the three major unresolved claims.
Notwithstanding the Board`s expectation that the Term Debt and bank
facilities will meet the Group`s expected liquidity requirements over the
short and medium term, the Board intends to implement the Rights Offer which
should allow the Group to withstand the impact of current uncertain global
economic and financial markets. The Board is of the view that the Rights
Offer represents the best opportunity for the Group to retain strategic
flexibility and to preserve and grow long-term Shareholder value.
Specifically, the successful completion of the Rights Offer should give the
Group sufficient flexibility to:
a) benefit from reduced overall debt levels and increased headroom under its
banking facilities. The expected net proceeds from the Rights Offer will be
deployed, in whole or in part, to reduce the Group`s debt. The Board
believes that this strengthening of the Group`s overall financial position
will provide additional support to its recovery and growth plan; and
b) fund the Group`s order book and enable the Group to continue with its
growth strategy. Notwithstanding the current economic environment, the
Group`s order book, secured at an acceptable margin, increased to R57
billion at 31 December 2011. The Board believes that the expected net
proceeds may also be deployed to deliver the projects in the Group`s order
book and provide greater flexibility to invest in core businesses to enhance
its market positions, while pursuing potential growth opportunities in sub-
Saharan Africa and Western Australia.
3. UNDERWRITING
It is the Company`s intention to have the Rights Offer fully underwritten
subject to customary terms and conditions to be contained in an underwriting
agreement, which is expected to be entered into at the time of the launch.
In furtherance of this intention, the Company has appointed J.P. Morgan and
The Standard Bank of South Africa Limited as Joint Global Coordinators for
the Rights Offer.
4. RESOLUTIONS REQUIRING SHAREHOLDER APPROVAL
In order to proceed with the Rights Offer, the Company is required to
restructure its share capital to meet the requirements of the Companies Act,
71 of 2008, as amended, (the "Companies Act"), the Companies Regulations
2011 and the Listings Requirements of the JSE.
Accordingly, the Board hereby announces that it will convene a general
meeting ("General Meeting") in order for Shareholders to vote on the
following resolutions, which propose to:
1. authorise the conversion of the Company`s entire authorised and issued
share capital from par value shares to no par value shares;
2. authorise an increase in the Company`s authorised share capital;
3. authorise the issue of no par value shares which have voting power equal
to or in excess of 30% of the voting power of all shares of that class held
by Shareholders immediately prior to the issue;
4. authorise the amendment of the Company`s Memorandum of Incorporation to
take account of the conversion of and increase in the authorised share
capital of the Company; and
5. place the authorised but unissued shares under the control of the Board
for the specific purpose of implementing the Rights Offer.
A circular containing the notice of the General Meeting and resolutions as
set out above (the "Circular") will be posted today to Shareholders
recorded on the Company`s share register on Friday, 20 January 2012, subject
to regulatory restrictions in certain jurisdictions. The Circular and
Business Update will also be available on the Company`s website at
www.murrob.com, subject to regulatory restrictions.
5. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held at the
registered office of the Company, Douglas Roberts Centre, 22 Skeen
Boulevard, Bedfordview, Johannesburg on Wednesday, 29 February 2012 at 16:00
for the purposes of considering the business as set out in the notice of
General Meeting.
The following important salient dates and times have been set for the
General Meeting:
2012
Record date, as determined by the Board in
Accordance with Section 59 of the Companies Act,
for Shareholders to be eligible to receive the
Circular and notice of General Meeting Friday, 20 January
Last day to trade in the Company`s shares on the
JSE in order to be recorded in the share register
on the record date to participate in and vote
at the General Meeting Friday, 17 February
Record date to participate in and vote at the
General Meeting Friday, 24 February
Last day to lodge forms of proxy for the
General Meeting by 16h00 Tuesday, 28 February
General Meeting to be held at 16h00 Wednesday, 29 February
Results of General Meeting released on SENS Wednesday, 29 February
Results of the General Meeting published in
the South African press Thursday, 1 March
Special resolutions lodged with the Companies
and Intellectual Property Commission ("CIPC")
for filing and/or registration, if applicable Thursday, 1 March
Notes:
1. Unless otherwise indicated, all times are South African times.
2. Following registration of the necessary resolutions by CIPC (if
applicable), the Company`s shares will be converted to no par value shares
with effect from three business days following the date on which the
finalisation announcement in respect of the Rights Offer is made by the
Company on SENS. A SENS announcement will be made once the resolutions have
been registered (if applicable) advising of the effective date. Subject to
the resolutions being passed and registration by CIPC (if applicable),
certificated shareholders are advised that no action would be required and
existing documents of title will still be valid. New shares certificates
reflecting no par value will be issued on rematerialisation after the
effective date of the conversion.
6. CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the final terms, pro forma financial effects
and salient dates and times of the Rights Offer will be announced in due
course. Shareholders are accordingly advised to exercise caution when
dealing in the Company`s securities until a further announcement regarding
the Rights Offer is made.
Bedfordview
31 January 2012
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
NOTICE TO RECIPIENTS
The distribution of this announcement in certain jurisdictions may be
restricted. This announcement does not constitute an offer of, or an
invitation to purchase, any securities of the Company in any jurisdiction.
This announcement includes certain various "forward-looking statements" that
reflect the current views or expectations of the Board with respect to
future events and financial and operational performance. All statements
other than statements of historical fact are, or may be deemed to be,
forward-looking statements, including, without limitation, those concerning:
the Group`s strategy; the economic outlook for the industry; use of the
proceeds of the Rights Offer; and the Group`s liquidity and capital
resources and expenditure. These forward-looking statements are not based on
historical facts, but rather reflect the Group`s current expectations
concerning future results and events and generally may be identified by the
use of forward-looking words or phrases such as "believe", "expect",
"anticipate", "intend", "should", "planned", "may", "potential" or similar
words and phrases.
This announcement is not an offer for the sale of securities. The
securities discussed herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or
under any securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United States
absent an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States. The Company does not intend to register any part of the
Rights Offer in the United States.
J.P. Morgan and Standard Bank are acting exclusively for the Company and no
one else in connection with the Rights Offer. They will not regard any other
person (whether or not a recipient of this announcement) as their respective
clients in relation to the Rights Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to
their respective clients nor for giving advice in relation to the Rights
Offer or any transaction or arrangement referred to herein. No
representation or warranty, express or implied, is made by J.P. Morgan and
Standard Bank as to the accuracy, completeness or verification of the
information set forth in this announcement, and nothing contained in this
announcement is, or shall be relied upon as, a promise or representation in
this respect, whether as to the past or the future. J.P. Morgan and Standard
Bank assume no responsibility for its accuracy, completeness or verification
and, accordingly, disclaim, to the fullest extent permitted by applicable
law, any and all liability which they might otherwise be found to have in
respect of this announcement or any such statement.
Date: 31/01/2012 07:16:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
