Concor Limited - Receipt of a notice of a firm intention to make an offer from
Murray & Roberts Holdings Limited and cautionary announcement
Concor Limited
(Incorporated in the Republic of South Africa)
Registration number 1969/003076/06
JSE code: CNC ISIN: ZAE000001616
(`Concor`)
Receipt of a notice of a firm intention to make an offer from Murray & Roberts
Holdings Limited and cautionary announcement
1. Introduction
Shareholders are hereby notified that the board of directors of Concor (`the
Concor board`) has received a notice of a firm intention to make an offer from
Murray & Roberts Holdings Limited (`Murray & Roberts`).
2. Terms of the offer
Murray & Roberts, through its wholly-owned subsidiary, Murray & Roberts Limited,
will offer to acquire 100% of Concor`s issued ordinary share capital for a cash
consideration of 2230 cents per Concor ordinary share (`the offer`). The offer
will only be made by Murray & Roberts following the completion of a due
diligence investigation to the satisfaction of Murray & Roberts.
The offer will be made either by way of a scheme of arrangement in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended (`the Act`)
(`the scheme`), failing which Murray & Roberts will make a substitute offer to
all Concor ordinary shareholders in terms of section 440 of the Act (`the
substitute offer`). The substitute offer will be made on the same terms and
conditions as the scheme, but will be subject to a minimum acceptance level of
60%.
The offer will be subject to the fulfilment of, inter alia, the following
conditions precedent:
2.1 approval of the Securities Regulation Panel (`the SRP`) and the JSE
Securities Exchange South Africa;
2.2 any other regulatory approvals, including the relevant competition
authorities;
2.3 approval by the Concor board; and
2.4 approval by the Concor ordinary shareholders, to the extent required.
The SRP has been given appropriate confirmation that Murray & Roberts has
sufficient cash resources available to it to meet its obligations in terms of
the offer.
3. Cautionary announcement
Further to the joint cautionary announcement released on SENS on Friday, 21
April 2005 by Concor and Wilson Bayly Holmes-Ovcon Limited, and following the
receipt by the Concor board of the abovementioned notificiation of a firm
intention to make an offer , the Concor board is in the process of considering
its obligations to the Concor ordinary shareholders and the options available to
it. Concor will publish further announcements in due course and until such
time, Concor ordinary shareholders are advised to exercise caution when dealing
in their Concor ordinary shares.
Johannesburg
26 April 2005
Transaction sponsor: Bridge Capital Services (Pty) Limited
Legal Advisors
Sonnenberg Hoffmann Galombik
Date: 26/04/2005 05:00:04 PM
Produced by the JSE SENS Department
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