MURRAY & ROBERTS HOLDINGS/ CEMENTATION/ ACQUISITION BY MURRAY & ROBERTS LIMITED

MURRAY & ROBERTS HOLDINGS/ CEMENTATION/ ACQUISITION BY MURRAY & ROBERTS LIMITED 
("MURRAY & ROBERTS") OF A CONTROLLING INTEREST IN CEMENTATION MANDATORY OFFER BY
MURRAY & ROBERTS TO ACQUIRE ALL THE ORDINARY AND PREFERENCE SHARES IN           
CEMENTATION                                                                     
MURRAY & ROBERTS HOLDINGS LIMITED                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1948/029826/06)                                            
Share code: MUR   ISIN: ZAE000008983                                            
("Murray & Roberts Holdings")                                                   
THE CEMENTATION COMPANY                                                         
(Africa) Limited                                                                
(Incorporated in the Republic of South Africa)                                  
(Registration number 1926/008840/06)                                            
Share code: CMT   ISIN: ZAE000001582                                            
Share code: CMTP   ISIN: ZAE000001590                                           
("Cementation")                                                                 
ACQUISITION BY MURRAY & ROBERTS LIMITED ("Murray & Roberts") OF A CONTROLLING   
INTEREST IN CEMENTATION MANDATORY OFFER BY MURRAY & ROBERTS TO ACQUIRE ALL THE  
ORDINARY AND PREFERENCE SHARES IN CEMENTATION                                   
1. Introduction                                                                 
 Murray & Roberts Holdings and Cementation advise that an agreement has been    
concluded between Murray & Roberts, a wholly-owned subsidiary of Murray &       
Roberts Holdings, and Skanska Cementation International Holdings Limited        
("Skanska") (incorporated in the United Kingdom), for the acquisition by        
Murray & Roberts of Skanska"s:                                                  
* 14 995 936 Cementation ordinary shares of fifty cents each ("ordinary         
shares") (representing 79.13% of Cementation"s issued ordinary share capital);  
and                                                                             
* 86 159 Cementation 6% cumulative preference shares of R2.00 ("preference      
shares) each (representing 57.44% of Cementation"s issued preference share      
capital) (collectively "the transaction").                                      
As a result of the transaction, Murray & Roberts is required, in terms of the  
Securities Regulation Code on Take-overs and Mergers ("the Code"), to extend    
an offer to all Cementation shareholders, other than itself, to acquire all of  
their ordinary and preference shares on the same terms and conditions as that   
offered to Skanska ("the mandatory offer").                                     
2. The transaction                                                              
 Murray & Roberts has agreed to acquire Skanska"s entire interest in            
Cementation"s issued ordinary and preference share capital for a total          
purchase consideration of R114 million ("the purchase consideration"). The      
purchase consideration represents the acquisition of 14 995 936 Cementation     
ordinary shares at a price of 759.63 cents per ordinary share and the           
acquisition of 86 159 Cementation preference shares at a price of 100.00 cents  
per preference share.                                                           
3. Financial effects                                                            
 The financial effects of the transaction for Murray & Roberts Holdings are     
not material.                                                                   
4. Changes to the Cementation board of directors                                
 The Securities Regulation Panel ("the SRP") has provided Murray & Roberts      
Holdings with a ruling that Murray & Roberts may appoint directors to the       
board of Cementation prior to the offer document being posted to the            
Cementation shareholders, thus waiving Rule 8.6 of the Code.                    
 Murray & Roberts and Skanska have therefore agreed that, following the         
implementation of the transaction, Mr S Keeble, Mr G Hancock and Mr D G Fison,  
representing Skanska, will resign as directors of Cementation and Mr B C        
Bruce, Mr S J Flanagan and Mr R W Rees, representing Murray & Roberts, will be  
appointed as directors of Cementation.                                          
 The directors nominated by Murray & Roberts shall recuse themselves from       
opining on the mandatory offer.                                                 
5. The mandatory offer                                                          
Subject to the requisite regulatory approvals, including approval by the JSE    
Securities Exchange South Africa ("JSE") and the SRP, Murray & Roberts shall    
offer to acquire, in terms of section 440 of the Companies Act, 1973 (Act 61    
of 1973), as amended ("the Act"):                                               
* all the Cementation ordinary shares which it has not already acquired, for a  
cash price of 759.63 cents per ordinary share, being the price per ordinary     
share payable to Skanska in terms of the transaction; and                       
* all the Cementation preference shares which it has not already acquired, for  
a cash price of 100.00 cents per preference share, being the price per          
preference share payable to Skanska in terms of the transaction.                
6. Compulsory acquisition in terms of section 440K of the Act                   
Should 90% or more of Cementation shareholders, excluding Murray & Roberts,    
accept the mandatory offer, section 440K of the Act will be invoked to          
compulsorily acquire the ordinary and/or preference shares, as the case may     
be, of those Cementation shareholders who did not accept the mandatory offer.   
7. Confirmation of financial resources                                          
 The Standard Bank of South Africa Limited has provided written confirmation    
to the SRP that Murray & Roberts Holdings has sufficient resources available    
to meet its obligations in the event of full acceptance of the mandatory offer. 
8. Documentation to Cementation shareholders                                    
 Following approval by the JSE and the SRP of the documentation to be sent to   
Cementation shareholders, Murray & Roberts Holdings and Cementation will        
publish an announcement containing, inter alia, the salient dates and times     
relating to the mandatory offer. Thereafter, a circular will be distributed to  
Cementation shareholders containing details of the mandatory offer and the      
fair and reasonable opinion from an independent professional expert.            
Johannesburg                                                                    
22 July 2004                                                                    
Corporate advisor and transaction sponsor to Murray & Roberts Holdings          
   BRIDGE CAPITAL                                                               
Sponsor to Murray & Roberts Holdings                                            
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                                         
Legal advisor to Murray & Roberts Holdings                                      
   BOWMAN GILFILLAN ATTORNEYS                                                   
Sponsor to Cementation                                                          
   STANDARD BANK                                                                
Legal advisor to Skanska                                                        
   WERKSMANS INCORPORATED                                                       
(Registration number 1990/007215/21)                                          
Date: 22/07/2004 07:31:08 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department