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MURRAY & ROBERTS HOLDINGS LIMITED/THE CEMENTATION COMPANY - RESULTS OF THE OFFER

Release Date: 18/10/2004 17:29
Code(s): MUR CMTP
Wrap Text

MURRAY & ROBERTS HOLDINGS LIMITED/THE CEMENTATION COMPANY - RESULTS OF THE OFFER BY MURRAY & ROBERTS LIMITED TO ACQUIRE ALL OR ANY OF THE ORDINARY SHARES 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: ZAE0000001582 Share code: CMTP ISIN: ZAE000001590 ("Cementation") RESULTS OF THE OFFER BY MURRAY & ROBERTS LIMITED TO ACQUIRE ALL OR ANY OF THE ORDINARY SHARES AND PREFERENCE SHARES IN CEMENTATION Cementation ordinary and preference shareholders ("the shareholders") are referred to the announcements published in the press on 13 September 2004 and 1 October 2004, regarding the mandatory offers by Murray & Roberts Limited ("Murray & Roberts"), a wholly-owned subsidiary of Murray & Roberts Holdings, in terms of the Securities Regulation Code on Take-overs and Mergers, to acquire: * all or any of the Cementation ordinary shares that it does not already hold, for a cash consideration of 865 cents per Cementation ordinary share ("the ordinary share offer"); and * all or any of the Cementation preference shares that it does not already hold, for a cash consideration of 300 cents per Cementation preference share ("the preference share offer") (collectively, "the offers"). The ordinary share offer was accepted by Cementation ordinary shareholders holding 3 232 202 Cementation ordinary shares, representing 81.7% of Cementation"s issued ordinary share capital, excluding Cementation ordinary shares held by Murray & Roberts. Following implementation of the ordinary share offer, Murray & Roberts will hold 96.2% of Cementation"s issued ordinary share capital. The preference share offer was accepted by Cementation preference shareholders holding 8 966 Cementation preference shares, representing 14.0% of Cementation"s issued preference share capital, excluding Cementation preference shares held by Murray & Roberts. Following implementation of the preference share offer, Murray & Roberts will hold 63.4% of Cementation"s issued preference share capital. As neither offer was accepted by shareholders holding 90% or more of the Cementation ordinary and preference shares, respectively (excluding the Cementation ordinary and preference shares held by Murray & Roberts), Murray & Roberts will not be entitled to invoke the provisions of section 440K of the Companies Act 1973 (Act 61 of 1973), as amended, to compulsorily acquire all the Cementation ordinary and preference shares of the shareholders who did not accept the offers. Cementation ordinary shareholders who did not accept the ordinary share offer are reminded that the Cementation ordinary shares will be delisted from the JSE Securities Exchange South Africa ("the JSE") with effect from the commencement of business on Tuesday, 19 October 2004. Similarly, Cementation preference shareholders who did not accept the preference share offer are reminded that the Cementation preference shares will be delisted from the JSE with effect from the commencement of business on Monday, 25 October 2004. These Cementation ordinary and preference shareholders will therefore hold shares in an unlisted entity. Johannesburg 18 October 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 Sponsor to Cementation STANDARD BANK Legal advisor to Murray & Roberts Holdings BOWMAN GILFILLAN ATTORNEYS Date: 18/10/2004 05:29:32 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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