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MURRAY & ROBERTS - DISPOSAL OF THE COMPANY"S SHARES IN UNITRANS LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT MURRAY & ROBERTS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1948/029826/06) Share code: MUR ISIN: ZAE000008983 ("the Company") DISPOSAL OF THE COMPANY"S SHARES IN UNITRANS LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Shareholders of the Company are referred to the cautionary announcement released on SENS on 2 September 2004 ("cautionary announcement") where shareholders were advised that the Company had accepted an offer ("Offer") for its 34 216 680 shares in Unitrans Limited ("Unitrans") ("Unitrans shares"), subject to pre-emptive conditions ("pre-emptive"). Shareholders are referred to Steinhoff International Holdings Limited"s ("Steinhoff") announcement dated 3 September 2004, in which Steinhoff announced that it had exercised its rights under the pre-emptive and that Steinhoff has purchased the Unitrans shares on mutatis mutandis the same terms and conditions as the terms contained in the Offer ("Disposal"). 2. Salient terms of the Disposal The salient terms of the Disposal are as follows: - The Offer was priced at R28.00 per Unitrans share ("Offer price"), subject to certain adjustments based on the audited financial statements of Unitrans for the year ended 30 June 2004 ("the Unitrans financials"). Subsequent to release of the Unitrans financials, the Offer price has been adjusted to R27.71 per Unitrans share ("purchase consideration"). - The purchase consideration is cum dividend. - No due diligence is required on Unitrans. - Delivery of the Unitrans shares to Steinhoff and payment of the purchase consideration by Steinhoff will take place, by 12:00 on the second business day after the issue of the required clearance certificate ("the clearance certificate") in terms of the Competition Act 89 of 1998 (as amended). - If the Disposal has not been implemented by 1 March 2005, interest at a rate of 70% of prime will accrue on the purchase consideration from that date. - Steinhoff is entitled to nominate a wholly-owned subsidiary of Steinhoff approved by the Company (which approval may not be unreasonably withheld), to be its nominee (and accordingly to become the purchaser of the Unitrans shares) on the basis that Steinhoff fully guarantees the obligations of its nominee. 3. Financial effects The table below sets out the pro forma financial effects of the Disposal, based on the audited financial results of the Company for the year ended 30 June 2004: Per share (cents) Notes Before After % Change Net asset value 785 874 11.3 Net tangible asset value 774 863 11.5 Earnings 1 - basic 152 132 (13.0) - diluted 149 130 (13.0) Headline earnings 1 - basic 158 137 (13.5) - diluted 155 134 (13.5) 1. The "After" earnings and headline earnings are based on the interest which the Company would have earned had an amount equivalent to the total purchase consideration to be received by the Company, calculated by the Company to be in the region of R948 million, been invested for a 12-month period from 1 July 2003 to 30 June 2004 at an after tax interest rate of 5.39%. 4. SRP hearing In the cautionary announcement shareholders were also informed that the Company had lodged an objection to the transaction being contemplated by Unitrans ("the Unitrans transaction") with the Securities Regulation Panel ("SRP") on the basis that it constituted a frustrating action to the Offer as contemplated by Rule 19 of the SRP Code. The fact that the Disposal has now occurred means that the Unitrans transaction no longer constitutes a frustrating action to the Offer and the Company has therefore informed the SRP that it will not pursue the objection. 5. Documentation A circular setting out the terms of the Disposal will be posted to shareholders in due course. 6. Withdrawal of cautionary announcements Shareholders are referred to the cautionary announcements dated 20 August 2004 and 2 September 2004, which related to the Offer and potential Disposal. As the terms of the Disposal have now been announced, shareholders no longer need to exercise caution when dealing in the Company"s shares. Johannesburg 3 September 2004 Transaction advisor and transactional sponsor Investec Corporate Finance Investec Bank Limited (Registration number 1969/004763/06) Sponsor 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 Bowman Gilfillan Attorneys Date: 06/09/2004 08:47:05 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
