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Murray & Roberts Holdings/ Cementation - Revised Offer
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`)
REVISED OFFER
1. Introduction
In an announcement published in the press on 22 July 2004, Cementation
shareholders were advised that an agreement had been concluded between
Murray & Roberts Limited (`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 50 cents each (representing
79,13% of Cementation`s issued ordinary share capital) at a price of
759,63 cents per ordinary share; and
* 86 159 Cementation 6% cumulative preference shares of R2 each
(representing 57,44% of Cementation`s issued preference share capital)
at a price of 100 cents per preference share, 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, 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 offer`).
2. Revised offer
Cementation shareholders are advised that Murray & Roberts has revised the
terms of the offer in that it now offers to acquire:
* all or any of the Cementation ordinary shares that it has not already
acquired, for a cash consideration of 865 cents per Cementation
ordinary share, being 13,9% higher than the price per Cementation
ordinary share paid to Skanska; and
* all or any of the Cementation preference shares that it has not
already acquired, for a cash consideration of 150 cents per
Cementation preference share, being 50,0% higher than the price per
Cementation preference share paid to Skanska.
3. Documentation
A circular containing details of the revised offer will be posted to
Cementation shareholders on or about Monday, 13 September 2004.
Johannesburg
8 September 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
Sponsor to Cementation
Standard Bank
Legal advisor to Murray & Roberts Holdings
Bowman Gilfillan Attorneys
Date: 08/09/2004 08:00:03 AM
Produced by the JSE SENS Department
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