MURRAY & ROBERTS HOLDINGS LIMITED - CAUTIONARY ANNOUNCEMENT
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1948/029826/06)
Share code: MUR ISIN code: ZAE000008983
(`the Company`)
Cautionary announcement
Shareholders of the Company are referred to the cautionary announcement released
on SENS on 20 August 2004 where shareholders were advised that the Company had
received an offer (the `Offer`) for its 44% shareholding in Unitrans Limited
(`Unitrans`) (the `Unitrans shares`). Shareholders are also referred to the
Company`s preliminary report for the year ended 30 June 2004 released on 26
August 2004 (`the results announcement`), in which shareholders were informed
that the Unitrans shares were subject to pre-emptive conditions (`the pre-
emptive`) and that the Offer included black economic empowerment.
Investec is authorised to announce that the Company has accepted the Offer
subject to the pre-emptive. In terms of the pre-emptive the Company has
forwarded the Offer to the holder of the pre-emptive on mutatis mutandis the
same terms and conditions as the terms contained in the Offer. The holder of the
pre-emptive has until Tuesday 14 September 2004 to accept the Offer (`the pre-
emptive process`).
The salient terms of the Offer are that the Company was offered R28 per Unitrans
share, subject to certain adjustments based on the audited financial statement
of Unitrans for the year ended 30 June 2004, resulting in a final offer price of
R27.71 per Unitrans share (the `Offer price`). Interest at a rate of 70% of
prime will accrue on the Offer price from 1 March 2005. The Offeror includes a
significant black economic empowerment partner who shall enhance Unitrans`
empowerment credentials.
In the results announcement shareholders were also informed that Unitrans had
announced its intention to engage in a transaction (the `proposed transaction`),
which if approved by the regulators would have the effect of diluting existing
Unitrans shareholders` holdings, without first seeking specific approval from
Unitrans shareholders. Shareholders are advised that the Company has lodged an
objection to the proposed transaction with the Securities Regulation Panel
(`SRP`) on the basis that it constitutes a frustrating action as contemplated by
Rule 19 of the SRP Code. The SRP have convened a hearing to consider the matter
for Friday 3 September 2004.
Given that the identity of the purchaser of the Unitrans shares is dependant on
the outcome of the pre-emptive process and that the proposed transaction and the
outcome of SRP hearing may affect the Offer, the Company will not disclose the
identity of the Offeror at this time.
As the outcome of these events may have a material effect on the price at which
the Company`s shares trade on the JSE Securities Exchange South Africa,
shareholders are advised to continue to exercise caution when dealing in the
Company`s shares until a further announcement is made.
Johannesburg
2 September 2004
Transaction advisor
Investec Corporate Finance
Legal advisor
Bowman Gilfillan
Sponsor
Merril Lynch
Date: 02/09/2004 09:38:30 AM
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