| Thu 22 Jul 2004, 10:18 | | ACQUISITION BY M&R OF CONTROL IN CEMENTATION |
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MURRAY & ROBERTS HOLDINGS/ CEMENTATION/ ACQUISITION BY MURRAY & ROBERTS LIMITED
(`MURRAY & ROBERTS`) OF A CONTROLLING INTEREST IN CEMENTATION MANDATORY OFFER BY
MURRAY & ROBERTS TO ACQUIRE ALL THE ORDINARY AND PREFERENCE SHARES IN
CEMENTATION
MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1948/029826/06)
Share code: MUR ISIN: ZAE000008983
(`Murray & Roberts Holdings`)
THE CEMENTATION COMPANY
(Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1926/008840/06)
Share code: CMT ISIN: ZAE000001582
Share code: CMTP ISIN: ZAE000001590
(`Cementation`)
ACQUISITION BY MURRAY & ROBERTS LIMITED (`Murray & Roberts`) OF A CONTROLLING
INTEREST IN CEMENTATION MANDATORY OFFER BY MURRAY & ROBERTS TO ACQUIRE ALL THE
ORDINARY AND PREFERENCE SHARES IN CEMENTATION
1. Introduction
Murray & Roberts Holdings and Cementation advise that an agreement has been
concluded between Murray & Roberts, a wholly-owned subsidiary of Murray &
Roberts Holdings, and Skanska Cementation International Holdings Limited
(`Skanska`) (incorporated in the United Kingdom), for the acquisition by
Murray & Roberts of Skanska`s:
* 14 995 936 Cementation ordinary shares of fifty cents each (`ordinary
shares`) (representing 79.13% of Cementation`s issued ordinary share capital);
and
* 86 159 Cementation 6% cumulative preference shares of R2.00 (`preference
shares) each (representing 57.44% of Cementation`s issued preference share
capital) (collectively `the transaction`).
As a result of the transaction, Murray & Roberts is required, in terms of the
Securities Regulation Code on Take-overs and Mergers (`the Code`), to extend
an offer to all Cementation shareholders, other than itself, to acquire all of
their ordinary and preference shares on the same terms and conditions as that
offered to Skanska (`the mandatory offer`).
2. The transaction
Murray & Roberts has agreed to acquire Skanska`s entire interest in
Cementation`s issued ordinary and preference share capital for a total
purchase consideration of R114 million (`the purchase consideration`). The
purchase consideration represents the acquisition of 14 995 936 Cementation
ordinary shares at a price of 759.63 cents per ordinary share and the
acquisition of 86 159 Cementation preference shares at a price of 100.00 cents
per preference share.
3. Financial effects
The financial effects of the transaction for Murray & Roberts Holdings are
not material.
4. Changes to the Cementation board of directors
The Securities Regulation Panel (`the SRP`) has provided Murray & Roberts
Holdings with a ruling that Murray & Roberts may appoint directors to the
board of Cementation prior to the offer document being posted to the
Cementation shareholders, thus waiving Rule 8.6 of the Code.
Murray & Roberts and Skanska have therefore agreed that, following the
implementation of the transaction, Mr S Keeble, Mr G Hancock and Mr D G Fison,
representing Skanska, will resign as directors of Cementation and Mr B C
Bruce, Mr S J Flanagan and Mr R W Rees, representing Murray & Roberts, will be
appointed as directors of Cementation.
The directors nominated by Murray & Roberts shall recuse themselves from
opining on the mandatory offer.
5. The mandatory offer
Subject to the requisite regulatory approvals, including approval by the JSE
Securities Exchange South Africa (`JSE`) and the SRP, Murray & Roberts shall
offer to acquire, in terms of section 440 of the Companies Act, 1973 (Act 61
of 1973), as amended (`the Act`):
* all the Cementation ordinary shares which it has not already acquired, for a
cash price of 759.63 cents per ordinary share, being the price per ordinary
share payable to Skanska in terms of the transaction; and
* all the Cementation preference shares which it has not already acquired, for
a cash price of 100.00 cents per preference share, being the price per
preference share payable to Skanska in terms of the transaction.
6. Compulsory acquisition in terms of section 440K of the Act
Should 90% or more of Cementation shareholders, excluding Murray & Roberts,
accept the mandatory offer, section 440K of the Act will be invoked to
compulsorily acquire the ordinary and/or preference shares, as the case may
be, of those Cementation shareholders who did not accept the mandatory offer.
7. Confirmation of financial resources
The Standard Bank of South Africa Limited has provided written confirmation
to the SRP that Murray & Roberts Holdings has sufficient resources available
to meet its obligations in the event of full acceptance of the mandatory offer.
8. Documentation to Cementation shareholders
Following approval by the JSE and the SRP of the documentation to be sent to
Cementation shareholders, Murray & Roberts Holdings and Cementation will
publish an announcement containing, inter alia, the salient dates and times
relating to the mandatory offer. Thereafter, a circular will be distributed to
Cementation shareholders containing details of the mandatory offer and the
fair and reasonable opinion from an independent professional expert.
Johannesburg
22 July 2004
Corporate advisor and transaction sponsor to Murray & Roberts Holdings
BRIDGE CAPITAL
Sponsor to Murray & Roberts Holdings
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and Member of the
JSE Securities Exchange South Africa
Legal advisor to Murray & Roberts Holdings
BOWMAN GILFILLAN ATTORNEYS
Sponsor to Cementation
STANDARD BANK
Legal advisor to Skanska
WERKSMANS INCORPORATED
(Registration number 1990/007215/21)
Date: 22/07/2004 07:31:08 AM
Produced by the JSE SENS Department
