| Mon 21 Nov 2005, 14:48 | | Murray & Roberts - Results of General Meeting and |
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Murray & Roberts - Results of General Meeting and Scheme Meeting
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1948/029826/06
Share code: MUR & ISIN: ZAE000008983
("Murray & Roberts" or "the company")
RESULTS OF GENERAL MEETING AND SCHEME MEETING
1. Introduction
Shareholders are referred to the announcements issued by the
company dated 31 August 2005 and 20 October 2005, and the circular to
shareholders dated 21 October 2005 ("circular") relating to:
- a scheme of arrangement ("the scheme") in terms of section 311 of the
Companies Act No. 61 of 1973, as amended ("Act"), proposed by two
wholly-owned subsidiaries of Murray & Roberts ("BEE subsidiaries"), the
trustees of the Letsema Bokamoso General Staff Trust and the trustees of
the Letsema Vulindlela Black Executives Trust, between Murray & Roberts
and its shareholders ("scheme members"); and
- the disposal by Murray & Roberts of its ordinary shares in the BEE
subsidiaries to the Letsema Khanyisa Black Employee Benefits Trust and
the Letsema Sizwe Broad- Based Community Trust,
("the broad-based BEE transaction").
2. General meeting
At a general meeting of shareholders held on Monday 21 November 2005, the
special resolution ("special resolution") and all the ordinary resolutions,
as set out in the circular, to give effect to the broad-based BEE
transaction were approved by the requisite majorities. The special
resolution will be lodged with the Registrar of Companies ("Registrar") for
registration as required in terms of the Act.
3. Scheme meeting
At the meeting of scheme members held on Monday 21 November 2005 ("scheme
meeting"), the scheme was agreed to by the requisite majority of votes of
scheme members.
4. Application to court
Subject to registration of the special resolution by the Registrar, an
application will be made to the High Court of South Africa (Witwatersrand
Local Division) ("Court") to sanction the scheme on Tuesday 29 November 2005
at 10:00 or as soon thereafter as Counsel may be heard.
5. Chairperson"s report
Copies of the Chairperson"s report to the Court on the scheme meeting will
be available to any shareholder on request, free of charge, from Tuesday 22
November 2005 until the date of the Court hearing to sanction the scheme,
expected to be on Tuesday 29 November 2005, during normal business hours, at
the registered office of Murray & Roberts, Douglas Roberts Centre, 22 Skeen
Boulevard, Bedfordview, and at the office of the Chairperson of the scheme
meeting, Mr Ishmael Anthony Mmakwena Semenya at The L Pitje Group, Schreiner
Chambers, 94 Pritchard Street, Johannesburg.
6. Scheme conditions precedent
The implementation of the scheme is still subject to and will only become
operative upon the fulfillment of the following conditions precedent:
6.1 registration of the special resolution by the Registrar;
6.2 the Court sanctioning the scheme in terms of the Act; and
6.3 a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Act.
7. Salient dates
The salient dates and times contained in the announcement issued by the
company on 20 October 2005 and the circular remain unchanged.
8. Further announcement
A further announcement regarding the outcome of the application to Court,
the fulfillment of the remaining conditions precedent and any update to the
salient dates relating to the implementation of the scheme will be released
on SENS and published in the press on or about Tuesday 29 November 2005.
Johannesburg
21 November 2005
Financial advisor and transaction sponsor
Absa Corporate and Merchant Bank
Corporate Finance
Sponsor
Merrill Lynch
Attorneys
Bowman Gilfillan Inc.
Reporting Accountants
Deloitte & Touche
Independent financial advisor
SizweNtsaluba VSP
Date: 21/11/2005 02:48:03 PM Produced by the JSE SENS Department
