| Tue 24 Apr 2012, 16:27 | | MUR - Murray & Roberts Holdings Limited - Announcement relating to a |
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MUR
MUR
MUR - Murray & Roberts Holdings Limited - Announcement relating to a
correction of the number of Excess Applications applied for in terms of the
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")
ANNOUNCEMENT RELATING TO A CORRECTION OF THE NUMBER OF EXCESS APPLICATIONS
APPLIED FOR IN TERMS OF THE RIGHTS OFFER
Shareholders of Murray & Roberts ("Shareholders") are referred to the
announcement released on the Securities Exchange News Service of the JSE
Limited ("JSE") on Monday, 23 April 2012 and published in the South African
press on Tuesday, 24 April 2012 ("Results Announcement") setting out the
results of the renounceable rights offer (the "Rights Offer") of new Murray &
Roberts ordinary shares ("Rights Offer Shares"). Also forming part of the
announcement was the number of applications for excess shares from holders of
rights in addition to their entitlements ("Excess Applications")
Following the close of business on Monday, 23 April 2012, the Company was
informed by its transfer secretaries that a Central Securities Depositary
Participant ("CSDP") had overstated by 35,888,889 the number of applications
for excess shares it had submitted which formed part of the total Excess
Applications (the "Error").
Shareholders were previously advised in the Results Announcement that the
Company received 207,050,032 Excess Applications. The correct number of
Excess Applications received was for 171,161,143 Rights Offer Shares, which
is equivalent to 151.68% of the total number of Rights Offer Shares offered
to Shareholders in the Rights Offer.
The results of the primary subscription and excess available for subscription
remain unaffected by the Error and are set out below:
* 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
* There are 2,375,207 Rights Offer Shares available to be allocated
in respect of Excess Applications ("Excess Shares")
The Excess Shares will be allocated in an equitable manner as set out in the
Rights Offer circular posted to Shareholders on Monday, 26 March 2012 which
sets out the full terms of the Rights Offer.
Due to the Error the settlement dates of the Excess Applications will be
amended by 1 business day as set out below.
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 Thursday, 26 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 Thursday, 26 April 2012.
Cheques refunding monies in respect of unsuccessful Excess Applications will
be posted to the relevant applicants, at their risk, on or about Thursday, 26
April 2012. No interest will be paid on monies received in respect of
unsuccessful applications.
Bedfordview
24 April 2012
Joint Global Coordinator and Joint Global Coordinator, Joint
Joint Bookrunner Bookrunner and Transaction
JP Morgan Sponsor
Standard Bank
Lead Independent Sponsor Independent reporting
Deutsche Securities (SA) (Pty) accountants
Ltd Deloitte & Touche
South African legal advisors to Legal advisors to the Company
the Company as to US and English law
Webber Wentzel Linklaters LLP
South African legal advisors to Legal advisors to the Joint
the Joint Global Coordinators Global Coordinators as to US
Werksmans and English law
Latham & 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: 24/04/2012 16:27:04 Produced by the JSE SENS Department.
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indirect, incidental or consequential loss or damage of any kind or nature,
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information disseminated through SENS.
