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MURRAY & ROBERTS HOLDINGS LIMITED/THE CEMENTATION COMPANY - RESULTS OF THE OFFER
BY MURRAY & ROBERTS LIMITED TO ACQUIRE ALL OR ANY OF THE ORDINARY SHARES 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: ZAE0000001582
Share code: CMTP ISIN: ZAE000001590
(`Cementation`)
RESULTS OF THE OFFER BY MURRAY & ROBERTS LIMITED TO ACQUIRE ALL OR ANY OF
THE ORDINARY SHARES AND PREFERENCE SHARES IN CEMENTATION
Cementation ordinary and preference shareholders (`the shareholders`) are
referred to the announcements published in the press on 13 September 2004 and 1
October 2004, regarding the mandatory offers by Murray & Roberts Limited
(`Murray & Roberts`), a wholly-owned subsidiary of Murray & Roberts Holdings, in
terms of the Securities Regulation Code on Take-overs and Mergers, to acquire:
* all or any of the Cementation ordinary shares that it does not already hold,
for a cash consideration of 865 cents per Cementation ordinary share (`the
ordinary share offer`); and
* all or any of the Cementation preference shares that it does not already
hold, for a cash consideration of 300 cents per Cementation preference share
(`the preference share offer`) (collectively, `the offers`).
The ordinary share offer was accepted by Cementation ordinary shareholders
holding 3 232 202 Cementation ordinary shares, representing 81.7% of
Cementation`s issued ordinary share capital, excluding Cementation ordinary
shares held by Murray & Roberts. Following implementation of the ordinary share
offer, Murray & Roberts will hold 96.2% of Cementation`s issued ordinary share
capital. The preference share offer was accepted by Cementation preference
shareholders holding 8 966 Cementation preference shares, representing 14.0% of
Cementation`s issued preference share capital, excluding Cementation preference
shares held by Murray & Roberts. Following implementation of the preference
share offer, Murray & Roberts will hold 63.4% of Cementation`s issued preference
share capital. As neither offer was accepted by shareholders holding 90% or
more of the Cementation ordinary and preference shares, respectively (excluding
the Cementation ordinary and preference shares held by Murray & Roberts), Murray
& Roberts will not be entitled to invoke the provisions of section 440K of the
Companies Act 1973 (Act 61 of 1973), as amended, to compulsorily acquire all the
Cementation ordinary and preference shares of the shareholders who did not
accept the offers.
Cementation ordinary shareholders who did not accept the ordinary share offer
are reminded that the Cementation ordinary shares will be delisted from the JSE
Securities Exchange South Africa (`the JSE`) with effect from the commencement
of business on Tuesday, 19 October 2004. Similarly, Cementation preference
shareholders who did not accept the preference share offer are reminded that the
Cementation preference shares will be delisted from the JSE with effect from the
commencement of business on Monday, 25 October 2004. These Cementation ordinary
and preference shareholders will therefore hold shares in an unlisted entity.
Johannesburg
18 October 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: 18/10/2004 05:29:32 PM
Produced by the JSE SENS Department
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