| Mon 5 Dec 2005, 17:07 | | Concor Limited/ Murray & Roberts Holdings Limited |
|
Concor Limited/ Murray & Roberts Holdings Limited - Results Of The Concor Scheme
Meeting
Concor Limited
(Incorporated in the Republic of South Africa)
Registration number: 1969/003076/06
Share code: CNC ISIN: ZAE000001616
("Concor")
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1948/029826/06
Share code: MUR ISIN: ZAE000008983
RESULTS OF THE CONCOR SCHEME MEETING
Introduction
Shareholders are referred to the announcements previously published on SENS
and in the press by Murray & Roberts Holdings Limited and Concor, the most
recent being dated 30 November 2005, relating to the scheme of arrangement in
terms of Section 311 of the Companies Act No.61 of 1973, as amended
("Companies Act"), proposed by Murray & Roberts Limited ("Murray & Roberts"),
a wholly-owned subsidiary of Murray & Roberts Holdings Limited, between Concor
and its shareholders, other than Mexican Wave Investments (Pty) Limited
("Mexican Wave") ("scheme members"), in terms of which Murray & Roberts will
acquire all the shares in the issued share capital of Concor, other than those
already held by Mexican Wave ("scheme").
Scheme meeting
At the adjourned meeting of scheme members ("scheme meeting") held on Monday 5
December 2005, the scheme was approved by scheme members holding 87.91% of the
total number of shares that were voted at the scheme meeting. As a result,
the scheme was agreed to by the requisite majority of votes of scheme members.
Application to the High Court of South Africa (Witwatersrand Local Division)
("Court") to sanction the scheme will be made at 10:00 (or so soon thereafter
as Counsel may be heard) on Tuesday 24 January 2006.
Outstanding conditions precedent
Shareholders" attention is drawn to the following updates on the conditions
precedent to which the scheme is subject:
* the application to the Competition Authorities was lodged on Friday 7
October 2005;
* following approval by the Competition Authorities, a certified copy of the
Order of Court sanctioning the scheme will be registered with the Registrar of
Companies in terms of the Companies Act.
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 at least one
week prior to the date of the Court hearing to sanction the scheme, expected
to be on Tuesday 24 January 2006, during normal business hours, at the
registered office of Concor, Concor House, 13 Church Street Extension, Crown
Industria, Johannesburg, and at the office of the Chairperson of the scheme
meeting, Advocate David Beasley, S.C., Group 3 Maisels Chambers, 4 Protea
Place, Sandown.
Further announcement
A further announcement regarding the outstanding regulatory approvals, the
outcome of the application to the Court and any update to the salient dates
and times pertaining to the implementation of the scheme will be published in
due course.
Johannesburg
5 December 2005
Independent advisor
and lead sponsor to Concor
BRIDGE CAPITAL
Legal advisors to Concor
Sonnenberg Hoffman Galombik
Joint sponsor to Concor
Investec Bank Limited
(Registration number:1969/004763/06)
Financial advisor and lead sponsor to Murray & Roberts
ABSA Corporate & Merchant Bank
Corporate Finance
ABSA Bank Limited
Reg No 1986/004794/06
Joint sponsor
to Murray & Roberts
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 to Murray & Roberts
MICHAEL KRAWITZ & CO.
WERKSMANS INCORPORATED
(Reg. No. 1990/007215/21)
Date: 05/12/2005 05:07:15 PM Produced by the JSE SENS Department
