Murray & Roberts - Acquisition Of A Strategic Interest In Clough Limited

Murray & Roberts - Acquisition Of A Strategic Interest In Clough Limited        
Murray & Roberts Holdings Limited                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1948/029826/06)                                            
Share code: MUR  ISIN: ZAE000008983                                             
("Murray & Roberts" or "the company")                                           
ACQUISITION OF A STRATEGIC INTEREST IN CLOUGH LIMITED                           
Introduction                                                                    
Shareholders are advised that Murray & Roberts has entered into an agreement    
dated 25 August 2004 with Clough Limited ("Clough", ASX:CLO) and McRae          
Investments Pty Ltd ("McRae") representing the Clough family interests in       
Clough, that will result in Murray & Roberts holding 29.28% of the shares in    
Clough.                                                                         
Listed on the Australian Stock Exchange, Clough is one of Australia"s largest   
multi-disciplinary engineering and contracting groups. It operates globally in  
industry sectors such as onshore and offshore oil and gas, petrochemicals,      
minerals, infrastructure and property and has a significant capability in       
project management, engineering and construction and facilities installation,   
operations and maintenance.                                                     
In terms of the agreement and subject to the fulfilment of certain conditions   
precedent set out in paragraph 2 below, Murray & Roberts will:                  
*    subscribe for 60 million new shares in Clough ("subscription") for a total 
     consideration of A$40.8 million ("subscription consideration");  and       
*    acquire 60 million shares in Clough from McRae ("acquisition") for a total 
     consideration of A$40.8 million ("acquisition consideration"),             
(collectively "transaction"). The subscription and acquisition are indivisible  
transactions.  At current exchange rates, the value of the transaction would    
amount to approximately ZAR 380 million.                                        
The transaction                                                                 
Terms and conditions                                                            
Murray & Roberts currently holds a 4.9% interest in Clough.  Following the      
transaction, Murray & Roberts will hold a 29.28% shareholding in Clough and     
McRae will hold 34.62% of Clough shares.  The transaction is subject to         
fulfilment of the following conditions precedent, which are expected to be      
fulfilled on or about 4 November 2004 ("effective date"):                       
*    approval of the transaction by Clough shareholders in general meeting;     
*    confirmation of no objection by the Australian Foreign Investment Review   
     Board;  and                                                                
*    approval by the South African Reserve Bank.                                
*    satisfactory completion of a due diligence review by Murray & Roberts.     
Upon fulfilment of the conditions precedent, Murray & Roberts will:             
subscribe for 60 million new shares in Clough at A$0.68 per share. The          
subscription consideration will be paid to Clough upon the issue of the new     
Clough shares, expected to be completed in early November 2004;  and            
acquire 60 million shares in Clough from the Clough family at A$0.68 per share. 
The acquisition consideration will be paid to the Clough family on the date of  
transfer of the shares to Murray & Roberts.                                     
Both the subscription consideration and acquisition consideration will be funded
by Murray & Roberts from internal capacity.                                     
Other significant terms of the agreement                                        
The new Clough shares acquired by Murray & Roberts in terms of the subscription 
will be subject to a voluntary escrow period of 12 months.                      
Murray & Roberts and McRae will enter a shareholders agreement relating to their
investment in Clough that will include the grant of certain rights to Murray &  
Roberts in relation to the remaining Clough shares held by McRae.               
Once the initial acquisition is complete, Murray & Roberts and McRae will have  
aggregate interest in 63.9% of the issued share capital of Clough.              
Murray & Roberts, subject to market conditions, may decide to acquire up to a 3%
interest in Clough every six months as permitted by the Australian Corporations 
Act.                                                                            
It is expected that upon fulfilment of the conditions precedent, two            
representatives of Murray & Roberts will join the Clough board of directors.    
The agreement provides for establishing an equal joint venture between Clough   
and Murray & Roberts, focused in Australia and Southeast Asia, to address       
additional opportunities, particularly in relation to metals and minerals       
extraction, processing and industrial plant facilities associated with the      
resources sector.                                                               
Rationale                                                                       
The principal objective of the agreement between Murray & Roberts and McRae is  
to develop the business of Clough and to provide Murray & Roberts with an       
operational presence in Southeast Asia in pursuit of Globalising Murray &       
Roberts as a growth strategy.  This strategic relationship establishes the      
framework for expanded global opportunities and should deliver significant      
mutual advantages by the blending of each party"s geographic and specialist     
focus and strengths.                                                            
It is expected that the strategic relationship will add further value by        
introducing Clough into regions of the world where Murray & Roberts has a       
leading presence, with a particular focus on new oil and gas business           
opportunities in the Middle East and the west coast of Africa.  In turn, it     
provides Murray & Roberts with access into the engineering and contracting oil  
and gas sector.                                                                 
Financial effects                                                               
The transaction is not expected to have a material effect on the financial      
results for the year to 30 June 2005.                                           
Johannesburg                                                                    
25 August 2004                                                                  
Corporate advisor to Murray & Roberts: Euroz Corporate                          
Sponsor to Murray & Roberts:  Merrill Lynch South Africa (Pty) Limited          
Legal advisor to Murray & Roberts: Blake Dawson Waldron                         
Transaction support to Murray & Roberts: Bridge Capital                         
Date: 26/08/2004 08:00:09 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department