Murray & Roberts Holdings Limited - Revised timing relating to the firm
intention to make an offer for the entire issued share capital of Concor Limited
(`Concor`)
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1948/029826/06)
Share code: MUR
ISIN: ZAE00008983
(`Murray & Roberts` or `the Group`)
Revised timing relating to the firm intention to make an offer for the entire
issued share capital of Concor Limited (`Concor`)
1. Introduction
Shareholders are referred to the announcement published on SENS on 26
April 2005, in which it was announced that the Group, through its subsidiary,
Murray & Roberts Limited, had submitted a written notice to the board of
directors of Concor of its firm intention to make an offer to acquire, the
entire issued share capital of Concor, subject to certain conditions precedent
including, inter alia, a due diligence investigation.
Murray & Roberts and the independent committee of the board of directors of
Concor (`the independent committee`) have been in negotiations regarding the
terms and conditions on which the independent committee would allow a due
diligence investigation to be conducted. These terms and conditions have now
been agreed and the due diligence investigation has commenced.
2. Dispensation from Securities Regulation Panel (`SRP`)
As a result of the negotiations referred to in 1 above, the posting of the offer
document to Concor shareholders could not be effected within the 30-day period
as required in terms of Rule 27.1 of the Securities Regulation Code on Takeovers
and Mergers (`the Code`). Accordingly, an application was made to the SRP in
terms of Rule 34 of the Code for an extension of time should Murray & Roberts
make an offer to Concor shareholders pursuant to a satisfactory due diligence
investigation.
The request for an extension of time was agreed to by the independent committee
and Hochtief AG (the holder of 49.99% of the ordinary shares in Concor).
Accordingly, the SRP, in terms of Rule 34 of the Code, excused Murray & Roberts
from strict compliance with Rule 27.1 of the Code subject to, inter alia, the
following:
- should Murray & Roberts proceed with making an offer to Concor shareholders,
the offer document should be posted on or before 25 July 2005; and
- should the Competition Authorities approve the proposed acquisition before
25 July 2005, interest, at the prescribed rate in terms of the Prescribed Rate
of Interest Act, 55 of 1975, will be payable on the offer price from date of
such approval until the date of posting of the offer document to Concor
shareholders .
A copy of the ruling of the SRP in this regard will be available for inspection
during normal business hours at the registered office of Murray & Roberts from
the date of this announcement.
Further details will be communicated to shareholders in due course.
Johannesburg
10 June 2005
Sponsor
Merrill Lynch South Africa (Pty) Limited
Date: 10/06/2005 04:00:30 PM
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