MURRAY & ROBERTS - BUYBACK OF SHARES

MURRAY & ROBERTS HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1948/029836/06)
("MURRAY & ROBERTS" OR "THE COMPANY")

SPECIFIC REPURCHASE OF MURRAY & ROBERTS ORDINARY SHARES
INTRODUCTION

FURTHER TO THE ANNOUNCEMENT PUBLISHED THROUGH SENS ON 18 DECEMBER 2000, THE
DIRECTORS OF MURRAY & ROBERTS ARE IN A POSITION TO ANNOUNCE FURTHER DETAIL
RELATING TO THE PROPOSED REPURCHASE OF A TOTAL OF 14 074 921 MURRAY & ROBERTS
ORDINARY SHARES ("THE SPECIFIC REPURCHASE") FOR AN AGGREGATE SUM OF R43 210
007.
TERMS OF THE SPECIFIC REPURCHASE
PARTIES TO THE SPECIFIC REPURCHASE

SUBSEQUENT TO THE SENS ANNOUNCEMENT ON 18 DECEMBER 2000, ON 21 DECEMBER 2000
MURRAY & ROBERTS CONCLUDED A FORMAL AGREEMENT WITH ALLAN GRAY LIMITED, ACTING
ON BEHALF OF CERTAIN REGISTERED OWNERS, IN REGARD TO THE SPECIFIC REPURCHASE
WHICH AGREEMENT IS SUSPENSIVE UPON THE REQUISITE SHAREHOLDER APPROVALS AS
REQUIRED BY THE COMPANIES ACT 61 OF 1973 (AS AMENDED) ("THE ACT") AND THE JSE
SECURITIES EXCHANGE SOUTH AFRICA ("THE JSE") AND THE APPROVAL OF THE JSE OF THE
CIRCULAR TO SHAREHOLDERS IN REGARD TO THE SPECIFIC REPURCHASE. IN TERMS OF THE
AFORESAID AGREEMENT, MURRAY & ROBERTS REPURCHASED 14 074 921 MURRAY & ROBERTS
ORDINARY SHARES ("THE SPECIFIC SHARES") FROM THE REGISTERED OWNERS, NAMELY THE
AUTOWORKERS PENSION FUND, THE DE BEERS PENSION FUND, INVESTMENT SOLUTIONS
LIMITED, THE MISA PENSION FUND, THE MOTOR INDUSTRY PENSION FUND AND THE
TRANSNET PENSION FUND (COLLECTIVELY "THE REGISTERED OWNERS").
PRICE OF REPURCHASE

THE PRICE OF THE SPECIFIC REPURCHASE EQUATES TO A NET COST OF 300 CENTS PER
MURRAY & ROBERTS SHARE.   THE SPECIFIC REPURCHASE WILL BE FINANCED THROUGH THE
USE OF AVAILABLE CASH RESOURCES GENERATED WITHIN THE MURRAY & ROBERTS GROUP
SUBSEQUENT TO THE YEAR ENDED 30 JUNE 2000.
DATE OF REPURCHASE

IN TERMS OF THE PROVISIONS OF THE AGREEMENT BETWEEN MURRAY & ROBERTS AND ALLAN
GRAY LIMITED, ACTING ON BEHALF OF THE REGISTERED OWNERS, THE EFFECTIVE DATE OF
THE SPECIFIC REPURCHASE WILL BE 15 DECEMBER 2000.  SUBJECT TO SHAREHOLDERS
PASSING THE REQUISITE RESOLUTIONS, MURRAY & ROBERTS INTEND TO APPLY TO HAVE THE
SPECIFIC SHARES DELISTED ON THE JSE WITH EFFECT FROM THE CLOSE OF TRADING ON
FRIDAY, 2 FEBRUARY 2001. THESE SHARES WILL BE CANCELLED IN ACCORDANCE WITH THE
PROVISIONS OF THE ACT ON 2 FEBRUARY 2001 OR AS SOON AS POSSIBLE THEREAFTER.
SPECIAL GENERAL MEETING

THE IMPLEMENTATION OF THE SPECIFIC REPURCHASE IS SUBJECT TO:

THE APPROVAL OF THE JSE OF THE CIRCULAR TO SHAREHOLDERS; AND

THE PASSING OF THE REQUISITE RESOLUTION APPROVING THE SPECIFIC REPURCHASE AT A
SPECIAL GENERAL MEETING TO BE HELD AT 14H00 ON MONDAY, 29 JANUARY 2001.
FINANCIAL EFFECTS

                                        BEFORE      AFTER       INCREASE
HEADLINE EARNINGS PER SHARE             36 CENTS    36 CENTS    0%

TANGIBLE NET ASSET VALUE PER SHARE      496 CENTS   504 CENTS   1.6%

NET ASSET VALUE PER SHARE               496 CENTS   504 CENTS   1.6%

THE ABOVE FIGURES WERE CALCULATED ON THE FOLLOWING BASES:

HEADLINE EARNINGS PER SHARE: THE HEADLINE EARNINGS PER SHARE IN THE GROUP
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 ADJUSTED TO ASSUME
THAT THE REPURCHASE OF THE SPECIFIC SHARES WAS EFFECTED ON 1 JULY 1999;
TANGIBLE NET ASSET VALUE: THE GROUP DID NOT HAVE ANY INTANGIBLE ASSETS IN THE
BALANCE SHEET AS AT 30 JUNE 2000 FORMING PART OF THE GROUP AUDITED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000;

NET ASSET VALUE: THE ORDINARY SHAREHOLDERS EQUITY IN THE BALANCE SHEET AS AT 30
JUNE 2000 FORMING PART OF THE GROUP AUDITED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2000;

DOCUMENTATION

A CIRCULAR, CONTAINING FULL DETAILS OF THE SPECIFIC REPURCHASE AND

INCORPORATING A NOTICE OF THE GENERAL MEETING, IS EXPECTED TO BE POSTED ON OR
ABOUT FRIDAY, 5 JANUARY 2001.
29 DECEMBER 2000
JOHANNESBURG