| Mon 23 Apr 2012, 9:59 | | MUR - Murray & Roberts Holdings Limited - Results of Rights Offer |
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MUR
MUR
MUR - Murray & Roberts Holdings Limited - Results of Rights Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND HONG KONG
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 "Company")
RESULTS OF RIGHTS OFFER
Shareholders of Murray & Roberts ("Shareholders") are referred to the
announcement released on the Securities Exchange News Service of the JSE Limited
on Thursday, 8 March 2012 and published in the South African press on Friday, 9
March 2012 ("Finalisation Announcement"), setting out the final terms of the
renounceable rights offer of 112 843 490 new Murray & Roberts ordinary shares
("Rights Offer Shares") at a subscription price of 1 800 cents per Rights Offer
Share as proposed by the Company ("Rights Offer"). Due to rounding principles as
set out in the rights offer circular, 112 843 499 Rights Offer Shares were
issued and listed due to rounding up of fractional entitlements.
The Rights Offer closed on Friday, 20 April 2012 and the board of directors of
Murray & Roberts advise that the results of the Rights Offer are as follows:
* Shareholders and their renouncees subscribed for 110,468,292 Rights Offer
Shares, equivalent to 97.90% of the total number of Rights Offer Shares;
and
* applications were also received for 207,050,032 Rights Offer Shares,
equivalent to 183.48% of the total Rights Offer Shares, from holders of
rights wishing to acquire Rights Offer Shares in addition to their rights
entitlements ("Excess Applications").
Shareholders are advised that the 2,375,207 Rights Offer Shares in respect of
Excess Applications will be allocated in an equitable manner as set out in the
circular posted to Shareholders on Monday, 26 March 2012 which sets out the full
terms of the Rights Offer.
The Rights Offer was underwritten by J.P. Morgan Securities Ltd ("J.P. Morgan")
and The Standard Bank of South Africa Limited ("Standard Bank"), severally and
not jointly. As the Rights Offer was fully subscribed after taking into account
the Excess Applications received, J.P. Morgan and Standard Bank will not be
allocated any Rights Offer Shares in terms of the Rights Offer.
Share certificates will be posted to holders of certificated Murray & Roberts
shares who have followed their rights, or their renouncees, today.
The custody accounts of holders of dematerialised Murray & Roberts shares who
have followed their rights, or their renouncees, will be updated and their
accounts at their Central Securities Depository Participant ("CSDP") or broker
credited with the Rights Offer Shares and debited with any payment due, today.
Share certificates will be posted to holders of certificated Murray & Roberts
shares, or their renouncees, who have been allocated Rights Offer Shares in
terms of the Excess Applications on or about Wednesday, 25 April 2012.
The custody account of holders of dematerialised Murray & Roberts shares, or
their renouncees, who have been allocated Rights Offer Shares in terms of Excess
Applications, will be updated and their accounts at their CSDP or broker
credited on Wednesday, 25 April 2012.
Cheques refunding monies in respect of unsuccessful Excess Applications will be
posted to the relevant applicants, at their risk, on or about Wednesday, 25
April 2012. No interest will be paid on monies received in respect of
unsuccessful applications.
Bedfordview
23 April 2012
Joint Global Coordinator and Joint Joint Global Coordinator, Joint
Bookrunner Bookrunner and Transaction Sponsor
JP Morgan Standard Bank
Lead Independent Sponsor Independent reporting accountants
Deutsche Securities (SA) (Pty) Ltd Deloitte & Touche
South African legal advisors to the Legal advisors to the Company as
Company to US and English law
Webber Wentzel Linklaters LLP
South African legal advisors to the Legal advisors to the Joint Global
Joint Global CoordinatorsWerksmans Coordinators as to US and English
lawLatham & Watkins (London) LLP
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 is not an offer for the sale of securities. The securities
being offered as part of the Rights Offer 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: 23/04/2012 09:59:02 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.
