| Thu 20 Oct 2005, 17:10 | | Murray & Roberts - Further Details i.r.o the prop |
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Murray & Roberts - Further Details i.r.o the proposed Broad-Based Black Direct
Ownership
MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1948/029826/06
Share code: MUR ISIN: ZAE000008983
("Murray & Roberts")
FURTHER DETAILS IN RESPECT OF THE PROPOSED BROAD-BASED BLACK DIRECT OWNERSHIP
INTO THE MURRAY & ROBERTS SHAREHOLDER STRUCTURE
1. INTRODUCTION
Murray & Roberts ordinary shareholders are referred to the announcement on 30
August 2005 relating to the proposed introduction of broad-based direct black
ownership into the Murray & Roberts shareholding structure ("the broad-based BEE
transaction") to be implemented, inter alia, by way of a scheme of arrangement
("the scheme") in terms of section 311 of the Companies Act, 1973.
This announcement sets out further details relating to:
* important dates and times relevant to the scheme;
* meetings required to implement the scheme and the broad-based BEE transaction;
and
* the circular to Murray & Roberts shareholders.
2. GENERAL MEETING
A general meeting of Murray & Roberts shareholders will be held at the
registered office of Murray & Roberts, Douglas Roberts Centre, 22 Skeen
Boulevard, Bedfordview at 10:00 on Monday 21 November 2005 to consider and if
deemed fit, pass, with or without amendment the special and ordinary resolutions
required to implement the broad-based BEE transaction.
3. SCHEME MEETING
The scheme meeting of Murray & Roberts shareholders will be held at the
registered office of Murray & Roberts, Douglas Roberts Centre, 22 Skeen
Boulevard, Bedfordview at 10:30 or ten minutes after the conclusion or
adjournment of the general meeting, whichever is later, on Monday 21 November
2005 to consider and, if deemed fit, agree to the scheme.
4. IMPORTANT DATES AND TIMES
2005
Last day to trade Murray & Roberts shares in
order to be recorded in the register of members
to vote at the scheme meeting (note 2) Wednesday 9 November
Record date to vote at the scheme meeting at
close of business on Wednesday 16 November
Last day to lodge forms of proxy for the general
meeting by 10:00 on (note 3) Thursday 17 November
Last day to lodge forms of proxy for the scheme
meeting by 10:30 on (notes 4 and 5) Thursday 17 November
General meeting to be held at 10:00 on Monday 21 November
Scheme meeting to be held at 10:30 or ten minutes
after the conclusion or adjournment of the
general meeting, whichever is the later, on Monday 21 November
Announcement of results of general meeting and
scheme meeting, released on Securities Exchange
News Service ("SENS") Monday 21 November
Announcement of results of general meeting and
scheme meeting, published in the press Tuesday 22 November
Court hearing to sanction the scheme on Tuesday 29 November
Announcement on SENS regarding the sanctioning
of the scheme Tuesday 29 November
Announcement in the press regarding the
sanctioning of the scheme Wednesday 30 November
If the scheme is sanctioned and becomes effective:
Expected last day to trade to participate in
the scheme Thursday 8 December
Expected first day to trade in Murray & Roberts
shares ex-entitlement to the scheme consideration
under the new share code, ISIN of ZAE000073441 on Friday 9 December
Expected record date on which members must be
recorded in the register of members to be
scheme participants and so become entitled to
receive the scheme consideration, at the close
of trading on Thursday 15 December
Expected operative date of the scheme from
commencement of trading on Monday 19 December
The scheme consideration is expected to be
transferred or posted (as the case may be),
and new share certificates expected to be posted,
to scheme participants holding certificated
shares (if documents of title are received on
or prior to the record date of the scheme) or,
failing that, within five business days of
receipt of the relevant documents of title
by the transfer secretaries from Monday 19 December
Safe custody accounts to be updated at the
Central Securities Depository Participant or
broker in the case of scheme participants who
have dematerialised their Murray & Roberts
shares Monday 19 December
Notes:
1. The abovementioned times and dates are subject to change. Any such change
will be released on SENS and published in the press.
2. Shareholders are advised that as trades executed on the JSE Limited are
settled within the STRATE environment five business days following such trades,
shareholders acquiring shares after Wednesday 9 November 2005 will not be
eligible to vote at the scheme meeting.
3. If the general meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjourned or
postponed general meeting (excluding Saturdays, Sundays and statutory South
African public holidays).
4. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting by no
later than ten minutes before the commencement thereof.
5. If the scheme meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjourned or
postponed meeting (excluding Saturdays, Sundays and statutory South African
public holidays).
6. Shareholders may not dematerialise or rematerialise their existing Murray &
Roberts shares after Thursday 8 December 2005. Dematerialisation and
rematerialisation of Murray & Roberts shares will recommence under the new share
code, ISIN of ZAE000073441 after Thursday 15 December 2005.
5. DOCUMENTATION
A circular providing further information on the scheme and the broad-based BEE
transaction and containing, inter alia, a notice of general meeting, a notice of
scheme meeting, forms of proxy and a form of surrender, will be posted to Murray
& Roberts shareholders on Friday 21 October 2005.
Johannesburg
20 October 2005
Financial adviser and transaction sponsor
ABSA Corporate and Merchant Bank
Corporate Finance ABSA Bank Limited
(Registration number 1986/004794/06)
Sponsor
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
Attorneys
Bowman Gilfillan
Attorneys
Reporting accountants
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Independent financial adviser
Sizwe Ntsaluba vsp
est. 1985
Sizwe Ntsaluba vsp Corporate Finance (Pty) Ltd.
Date: 20/10/2005 05:10:13 PM Produced by the JSE SENS Department
