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Murray & Roberts / Concor - Amendment To The Terms Of The Proposed Scheme Of
Arrangement Between Concor And Its Shareholders
Murray & Roberts Holdings Limited
Incorporated in the Republic of South Africa)
Registration number 1948/029826/06)
Share Code: MUR & ISIN: ZAE000008983)
Concor Limited
Incorporated in the Republic of South Africa)
Registration number 1969/003076/06)
Share Code: CNC & ISIN:ZAE000001616)
("Concor")
AMENDMENT TO THE TERMS OF THE PROPOSED SCHEME OF ARRANGEMENT BETWEEN CONCOR AND
ITS SHAREHOLDERS
Introduction
Shareholders are referred to the announcements previously published on SENS and
in the press by Murray & Roberts Holdings Limited and by Concor, the most recent
being dated 17 November 2005, ("previous announcements") and the circular to
Concor shareholders dated 14 October 2005 ("circular") advising that Murray &
Roberts Limited ("Murray & Roberts"), a wholly-owned subsidiary of Murray &
Roberts Holdings Limited, is proposing a scheme of arrangement ("the scheme") in
terms of Section 311 of the Companies Act No. 61 of 1973, as amended, between
Concor and its shareholders, other than Mexican Wave Investments (Proprietary)
Limited ("Mexican Wave"), in terms of which Murray & Roberts will acquire all
the shares in the issued share capital of Concor, other than those held by
Mexican Wave ("scheme shares"). This announcement should be read in conjunction
with the previous announcements and the circular.
Revised scheme consideration
As set out in the previous announcements and the circular, all Concor
shareholders other than Mexican Wave and Hochtief Aktiengesellschaft
("Hochtief") were to receive, if the scheme is implemented, a cash payment of 2
230 cents per scheme share, together with interest thereon at the prime rate as
published by the Standard Bank of South Africa Limited from time to time
("prime") from 25 July 2005 to the scheme payment date ("original scheme
consideration").
During adjournment of the scheme meeting, Murray & Roberts has given
consideration to changed circumstances in the investment market and has decided
to increase the scheme consideration to an all-in consideration of 2 800 cents
per scheme share held ("revised scheme consideration"). Accordingly, if the
scheme is implemented, Concor shareholders other than Mexican Wave and Hochtief
will receive a cash payment of 2 800 cents per scheme share held, on the date
the revised scheme consideration is paid.
As set out in the previous announcements and the circular, in terms of an
irrevocable undertaking signed with Murray & Roberts, Hochtief waives its rights
to receive the original scheme consideration and any subsequent increases
thereto, and will therefore still receive 1 977 cents per Concor share held by
it plus interest at prime from 5 November 2005 to the date of payment, if the
scheme is implemented.
Other terms and conditions
Save for as detailed in paragraph 2 above, the terms and conditions set out in
the previous announcements and the circular remain unchanged.
Salient dates and times
The revised salient dates and times as set out in the announcement by Concor
dated 17 November 2005 ("the revised salient dates announcement") remain
unchanged.
The revised salient dates announcement contains details of action required in
terms of proxies including that the last day for receipt of proxies for the
scheme meeting is 10:00am on Friday 2 December 2005 and that if a form of proxy
is not received by this time and date, it may be handed to the chairman of the
scheme meeting by no later than ten minutes before the commencement of the
scheme meeting.
Johannesburg
30 November 2005
Financial adviser and lead sponsor to Murray & Roberts
ACMB Corporate Finance
Joint sponsor to Murray & Roberts
Merrill Lynch South Africa (Proprietary) Limited
Joint Sponsor to Concor
Investec Bank Limited
Independent adviser and lead sponsor to Concor
Bridge Capital
Attorneys to Murray & Roberts
Michael Krawitz & Co
Werksmans Inc.
Legal advisers to Concor
Sonnenberg Hoffmann Galombik
Independent reporting accountants
KPMG Inc.
Date: 30/11/2005 04:58:03 PM Produced by the JSE SENS Department
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