MURRAY & ROBERTS HOLDINGS LIMITED - Disposal by Clough Limited of its Forge Shareholding - Correction to Announcement Released on 25 March 2013

Disposal by Clough Limited of its Forge Shareholding - Correction to Announcement Released on 25 March 2013

MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1948/029826/06
JSE Share Code: MUR
ADR Code: MURZY
ISIN Code: ZAE000073441
(“Murray & Roberts” or the “Company”)


DISPOSAL BY CLOUGH LIMITED OF ITS FORGE SHAREHOLDING


 1. INTRODUCTION

 Murray & Roberts shareholders are advised that 62% held Australian listed subsidiary
 Clough Limited (“Clough”), has concluded a Block Trade Agreement with Macquarie
 Capital (Australia) Limited to underwrite the sale of approximately 30.9 million shares in
 Forge Group Limited ("Forge") at a price of AUD6.05 per share (the “Transaction”).

 Forge is listed on the Australian Securities Exchange (“ASX”) and the transaction has
 been effected on ASX. The gross proceeds of the sale were approximately AUD187
 million. Following the completion of the sale, Clough will no longer hold any shares in
 Forge.

 Shareholders are also referred to today’s announcements by Clough and Forge on ASX
 for information.

 2. CONDITIONS PRECEDENT

 The Transaction was concluded on the ASX earlier today and cash proceeds are
 expected to be received by Clough towards the end of this week.

 3. NATURE OF BUSINESS OF CLOUGH AND FORGE

 Clough is an engineering and project services contractor servicing the Energy &
 Chemical and Mining & Mineral markets in Australia and Papua New Guinea. Clough’s
 services range from early concept evaluation and feasibility studies through design,
 construction, commissioning and long-term asset support and optimisation.

 Forge Group is a fully integrated, multidisciplinary Engineering, Procurement and
 Construction (EPC) service provider, delivering end-to-end EPC turnkey solutions to the
 power and infrastructure, mineral and resources and oil and gas sectors across Western
 Australia, Queensland, South Australia and further afield in New Zealand.

4. RATIONALE

Clough has supported the growth of Forge as it has developed into a successful
engineering and construction company over the past few years. Forge has delivered
strong growth and has been an outstanding investment for Clough. Clough intends to
use the proceeds from the sale of the Forge shareholding to deliver shareholder value
through strategic acquisitions and/or capital management initiatives.

5. CONSIDERATION RECEIVED

The total cash consideration to be received by Clough in respect of the Transaction will
be approximately AUD187 million gross of transaction costs.

6. CATEGORISATION OF THE TRANSACTION

In terms of the JSE Limited Listings Requirements, the Transaction is categorised as a
category 2 transaction.

7. FINANCIAL EFFECTS

The unaudited pro forma financial effects of the Transaction set out below have been
prepared to assist Murray & Roberts shareholders in assessing the impact of the
Transaction on the Group’s historical diluted earnings per share (“EPS”) and diluted
headline earnings per share (“HEPS”). The pro forma financial effects are the
responsibility of the directors of Murray & Roberts and are provided for illustrative
purposes only.

The pro forma financial effects have been prepared on the basis that the Transaction
had been fully implemented on 1 July 2012 for purposes of the Statement of Financial
Performance and at 31 December 2012 for purposes of the Statement of Financial
Position. It does not purport to be indicative of what the consolidated financial results
would have been had the Transaction been implemented on a different date. The
material assumptions are set out in the notes following the table.

Due to their nature, the pro forma financial effects may not fairly present the financial
position, changes in equity, results of operations or cash flows of the Group after the
Transaction.

                                           Before the        After the      Percentage
                                                       (1)
                                           Transaction       Transaction    change



EPS (ZA cents)
- Diluted                                              64             116                81.3%
- Basic                                                64             117                82.8%

HEPS (ZA cents)
- Diluted                                              69              56            -18.8%
- Basic                                                69              57            -17.4%

Net asset value per ordinary shareholder               14              15                7.1%
per share (ZAR)
 Net tangible asset value per ordinary                 12             13               8.3%
 shareholder per share (ZAR)

 Weighted average number of shares in
 issue* (‘000)
 - Diluted                                   410 808        410 808                   0.00%
 - Basic                                     406 796        406 796                   0.00%
 *excludes treasury shares

 Notes:

 1. The “Before” financial information has been extracted, with the exception of net
    tangible asset per share without adjustment, from the Group’s published reviewed
    interim results for six months ended 31 December 2012.
 2. The pro forma “After” financial information comprises the “Before” financial
    information adjusted for the following principal assumptions:

          a. The investment in Forge Group Limited is sold for gross proceeds of AUD187
             million.
          b. A profit on sale, net of taxation, is recognised in the statement of financial
             performance.
          c. Interest income is earned on the proceeds at a rate of 4% and taxed at a rate
             of 30%.
          d. No income from associate is earned from Forge Group Limited for the period
             1 July 2012 - 31 December 2012.
          e. Non-controlling interest effects on the above transactions have been taken
             into account at 38%.
          f. The profit on sale is excluded for headline earnings calculation net of taxation
             and non-controlling interest effects.

 3. The impact of the Transaction on the Group’s net asset value and net tangible asset
    value at 31 December 2012 is an increase of 1 Rand for NAV & NTAV.
 4. The pro forma financial effects have been prepared using the same accounting
    policies as those applied in the most recently published annual financial statements
    of the Group.

 8. RENEWAL OF CAUTIONARY ANNOUNCEMENT

 This announcement is unrelated to the cautionary announcement included in the
 reviewed interim results announcement dated 28 February 2013, which outlines the
 proposed disposal of the companies and underlying assets held in the Construction
 Products Africa platform.

 Shareholders are advised that negotiations are still in progress with potential buyers with
 regard to the proposed disposal of the companies and underlying assets held in the
 Construction Products Africa Platform.

 Accordingly, shareholders are advised to continue exercising caution when dealing in
 the company’s securities until a full announcement is made.

Bedfordview
26 March 2013

Sponsor: Deutsche Securities (SA) Proprietary Limited

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