| Mon 13 Sep 2004, 9:19 | | Mandatory Offer |
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Murray & Roberts / The Cementation Company - Mandatory 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`)
MANDATORY OFFER BY MURRAY & ROBERTS LIMITED TO ACQUIRE ALL THE ORDINARY SHARES
AND PREFERENCE SHARES IN CEMENTATION
1. The offer
In announcements published in the press on 22 July 2004 and 8 September
2004, Cementation shareholders were advised that as a result of the
acquisition by Murray & Roberts Limited (`Murray & Roberts`), a wholly-
owned subsidiary of Murray & Roberts Holdings, of Skanska Cementation
International Holdings Limited`s (`Skanska`) 79.13% interest in
Cementation`s issued ordinary share capital and 57.44% interest in
Cementation`s issued preference share capital, Murray & Roberts has
offered, in terms of the Securities Regulation Code on Take-overs and
Mergers (`the Code`), 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,
(collectively, `the offer`).
Should the offer be accepted by Cementation shareholders (excluding Murray
& Roberts) holding 90% or more of the Cementation shares (which excludes
the shares held by Murray & Roberts), Murray & Roberts will invoke the
provisions of section 440K of the Companies Act, 1973 (`Companies Act`), to
compulsorily acquire all the Cementation shares of the Cementation
shareholders who did not accept the offer.
2. The delistings
Both the Cementation ordinary shares and Cementation preference shares are
listed on the JSE Securities Exchange South Africa (`the JSE`). Following
the implementation of the offer, and subject to approval by the JSE, it is
Murray & Roberts Holdings` intention to delist Cementation from the JSE.
The delistings require the separate approvals of the Cementation ordinary
shareholders and the Cementation preference shareholders at separate
general meetings, where more than 50% of all of the votes of Cementation
shareholders present in person or represented by proxy at the general
meeting, excluding any controlling shareholder (namely Murray & Roberts),
its associates and any party acting in concert with it, will be required to
be cast in favour of each respective delisting.
The delisting of the Cementation ordinary shares and the Cementation
preference shares are not dependent on each other, nor are they jointly
dependent on the successful implementation of the provisions of section
440K of the Companies Act. Shareholders` attention is drawn to the facts
that:
* should the offer be accepted by Cementation ordinary shareholders
(excluding Murray & Roberts) holding less than 90% of the Cementation
ordinary shares (which excludes the ordinary shares held by Murray &
Roberts), Murray & Roberts will not be entitled to invoke the
provisions of section 440K of the Companies Act to compulsorily
acquire all the Cementation ordinary shares of the Cementation
ordinary shareholders who did not accept the offer. In this
circumstance, and assuming the ordinary shareholders approve the
ordinary share delisting, Cementation ordinary shareholders who did
not accept the offer, will hold unlisted ordinary shares; and
* similarly, should the offer be accepted by Cementation preference
shareholders (excluding Murray & Roberts) holding less than 90% of the
Cementation preference shares (which excludes the preference shares
held by Murray & Roberts), Murray & Roberts will not be entitled to
invoke the provisions of section 440K of the Companies Act to
compulsorily acquire all the Cementation preference shares of the
Cementation preference shareholders who did not accept the offer. In
this circumstance, and assuming the preference shareholders approve
the preference share delisting, Cementation preference shareholders
who did not accept the offer, will hold unlisted preference shares.
3. Opinions and recommendations
3.1 The opinion of the independent professional expert
The independent directors of the Cementation board, namely Messrs A A
B Douglas, B J Hancock, T J Motlatsi and B R van Rooyen (`the
independent directors of the Cementation board`), appointed
PricewaterhouseCoopers Corporate Finance (Pty) Limited
(`PricewaterhouseCoopers`) to provide an independent opinion as to the
fairness and reasonableness of the terms and conditions of the offer.
PricewaterhouseCoopers has considered the terms and conditions of the
offer and is of the opinion that they are fair and reasonable to
Cementation shareholders.
3.2 The opinion of the independent directors of the Cementation board
The independent directors of the Cementation board have considered the
following:
* the terms of the offer;
* the opinion of PricewaterhouseCoopers; and
* that it is more beneficial for Cementation shareholders to accept
the offer and receive the offer consideration rather than
delaying until Murray & Roberts invokes the provisions of section
440K of the Companies Act, if applicable, and compulsorily
acquires all the Cementation shares in respect of which
acceptances are not received, the date of which will be after the
closing date of the offer and thus result in a loss of interest
income for Cementation shareholders who do not accept the offer.
Taking account of the above considerations, and the fact that the offer
falls within the fair and reasonable valuation range of
PricewaterhouseCoopers, the independent directors of the Cementation board
recommend that Cementation shareholders accept the offer.
4. Salient dates and times relating to the offer and the delistings
2004
Offer opens at 09:00 on Monday, 13 September
Last day for receipt of form of proxy in respect
of the general meeting of ordinary shareholders
by 10:00 on Thursday, 23 September
Last day for receipt of form of proxy in respect
of the general meeting of preference shareholders
by 10:30 on Thursday, 23 September
General meeting of ordinary shareholders at 10:00 on Tuesday, 28 September
General meeting of preference shareholders at 10:30
(or as soon thereafter as the general meeting of
ordinary shareholders convened to be held at 10:00
at the same venue and on the same date shall have
been concluded or adjourned) on Tuesday, 28 September
Announcement of the results of the Cementation
general meeting released on SENS on Tuesday, 28 September
Announcement of the results of the Cementation
general meeting published in the press on Wednesday, 29 September
Last day to trade on the JSE to be eligible to
participate in the offer on Friday, 8 October
Cementation shares suspended on the JSE from
commencement of business on Monday, 11 October
Closing date of the offer at 12:00 on (see notes
4 and 5 below) Friday, 15 October
Record date to participate in the offer on Friday, 15 October
Results of the offer released on SENS on Monday, 18 October
Payment of the offer consideration on (see note 6 below) Monday, 18 October
Cementation shares delisted on the JSE at the
commencement of business on Tuesday, 19 October
Results of the offer published in the press on Tuesday, 19 October
Notes:
1. Any changes to the above dates and times will be released on SENS and
published in the press.
2. All times given in this announcement are local times in South Africa.
3. Murray & Roberts reserves the right to extend the closing date, in
which event all amended dates and times relating to the offer will be
released on SENS and published in the press as noted in 1 above.
4. Dematerialised shareholders are required to notify their Central
Securities Depository Participant (`CSDP`) or broker, as the case may
be, of their intention to accept the offer in the manner and time
stipulated in the custody agreement entered into between such
shareholder and their CSDP or broker.
5. Certificated shareholders wishing to accept the offer are required to
complete a form of acceptance and surrender in accordance with the
instructions therein to be received by no later than 12:00 on the
closing date, being Friday, 15 October 2004.
6. The offer consideration due to:
6.1 a dematerialised shareholder who accepts the offer, will be paid
into his account with his CSDP or broker at his risk, and dealt
with in terms of the custody agreement entered into between the
shareholder and his CSDP or broker, within five business days
after the date on which valid acceptance of the offer was
received by the transfer secretaries;
6.2 a certificated shareholder who accepts the offer, will be posted,
by ordinary post, at the risk of the shareholder concerned,
within five business days of the receipt of a form of acceptance
and surrender, together with the relevant document(s) of title
(in negotiable form) provided such acceptances have been received
before 12:00 on the closing date, being Friday, 15 October 2004.
7. No dematerialisation or rematerialisation of Cementation shares will
take place after Friday, 8 October 2004.
5. Documentation to Cementation shareholders
A circular giving details of the offer and the delistings will be posted to
Cementation shareholders today.
Johannesburg
13 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
Legal advisor to Murray & Roberts Holdings
Bowman Gilfillan
Attorneys
Sponsor to Cementation
STANDARD BANK
Independent professional expert
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 13/09/2004 07:00:11 AM
Produced by the JSE SENS Department
