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Murray & Roberts/Concor - Proposed Scheme Of Arrangement Between Concor And Its
Shareholders
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1948/029826/06)
(Share Code: MUR ISIN: ZAE000008983)
Concor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1969/003076/06)
(Share Code: CNC ISIN:ZAE000001616)
("Concor")
PROPOSED SCHEME OF ARRANGEMENT BETWEEN CONCOR AND ITS SHAREHOLDERS
Introduction
Concor shareholders are referred to the announcements published on SENS and in
the press by Murray & Roberts Holdings Limited on 26 April 2005 and 10 June 2005
and by Concor on 22 April 2005, 26 April 2005, 3 May 2005, 10 June 2005,
20 June 2005, 29 July 2005, 10 August 2005 and 2 September 2005.
Shareholders were advised in such previous announcements that Murray & Roberts,
a wholly-owned subsidiary of Murray & Roberts Holdings Limited ("Murray &
Roberts"), was proposing a scheme of arrangement in terms of Section 311 of the
Companies Act No. 61 of 1973, as amended ("Companies Act") between Concor and
its shareholders, other than Mexican Wave Investments (Proprietary) Limited
("Mexican Wave"), in terms of which Murray & Roberts would acquire all the
shares in the issued share capital of Concor, other than those held by Mexican
Wave ("scheme shares").
If the scheme is implemented, all shareholders other than Mexican Wave and
Hochtief Aktiengesellschaft ("Hochtief") will receive a cash payment of 2 230
cents per scheme share held together with interest thereon at the prime rate as
published by the Standard Bank of South Africa Limited from time to time
("prime") from 25 July 2005 to the scheme payment date ("scheme consideration").
Hochtief has waived its rights to receive the scheme consideration and has
agreed to accept a lower consideration of 1 977 cents per scheme share held by
Hochtief plus interest at prime from 5 November 2005 to the scheme payment date.
On implementation of the scheme, Concor will become a wholly-owned subsidiary of
Murray & Roberts and Concor"s listing on the JSE Limited ("JSE") will be
terminated.
In the event that the scheme does not become operative for any reason,
Murray & Roberts will be deemed to have made a substitute offer to the
shareholders, other than Mexican Wave, at an amount equal to the scheme
consideration ("substitute offer").
Should at least 90% (nine-tenths) of the shareholders to whom the substitute
offer is made accept the substitute offer, then Murray & Roberts intends to
invoke the provisions of section 440K of the Companies Act to compulsorily
acquire all of the shares held by the shareholders of Concor, other than Mexican
Wave, in respect of which the substitute offer was not accepted.
Scheme meeting
In terms of an Order of the High Court of South Africa (Witwatersrand Local
Division), dated Tuesday 11 October 2005, the scheme meeting is to be held at
the registered office of Concor, situated at Concor House, 13 Church Street
Extension, Crown Industria, Johannesburg 2001 at 12h00 on Monday 7 November 2005
to consider and, if deemed fit, approve the scheme.
Irrevocable undertakings
The interests of those shareholders who have irrevocably undertaken in writing
to vote in favour of the scheme are set out below:
Shareholder Number of shares held Percentage of scheme
shares
Hochtief 6 006 316 45.0
Concor Share Incentive 1 998 221 15.0
Trust
TOTAL 8 004 537 60.0
The directors of Concor intend voting in favour of the scheme, or accepting the
substitute offer should the scheme fail, in respect of the shares which they
hold beneficially.
Opinions and recommendations
An independent committee of the board of Concor consisting of independent non-
executive directors and the Chief Executive Officer ("independent committee")
was formed to consider the terms and conditions of the scheme. Bridge Capital
Services (Proprietary) Limited ("Bridge Capital"), in its capacity as
independent adviser to Concor, has advised the independent committee that it is
of the opinion that the terms and conditions of the scheme are fair and
reasonable to shareholders.
The independent committee, after due evaluation of the terms of the scheme and
taking into account the opinion expressed by Bridge Capital and the irrevocable
undertakings is of the view that the terms and conditions of the scheme are fair
and reasonable to shareholders and has recommended to the board to recommend to
shareholders that they vote in favour of the scheme at the scheme meeting. The
board, taking into account the opinion expressed by Bridge Capital and the
advice of the independent committee, is of the opinion that the terms and
conditions of the scheme are fair and reasonable and recommends that
shareholders vote in favour of the scheme.
Salient dates and times
The expected dates and times in relation to the scheme are set out below:
2005
Last day to trade in order to vote Thursday 27 October
at the scheme meeting on
Record date on which shareholders Thursday 3 November
must be recorded in the register in
order to vote at the scheme meeting
on
Last day for receipt of proxies for Friday 4 November
the scheme meeting by 10:00 on
Scheme meeting to be held at 12:00 Monday 7 November
on
Results of the scheme meeting Monday 7 November
released on SENS on
Results of the scheme meeting Tuesday 8 November
published in the press on
Court hearing to sanction the scheme Tuesday 22 November
on
If the scheme is sanctioned:
Results of Court sanctioning of the Tuesday 22 November
scheme announcement published on
SENS on
Results of Court sanctioning of the Wednesday 23 November
scheme announcement published in the
press on
Salient dates for the events subsequent to the results of Court
sanctioning the scheme announcement including the last day to
trade in Concor shares in order to be recorded on the register
to receive the scheme consideration will be published on SENS
and in the press once approval has been received from the
Competition Authorities.
Notes:
1. These dates and times are subject to change. Any such change will be
released on SENS and published in the press.
2. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairperson of the scheme meeting, no later than ten
minutes before the commencement of the scheme meeting.
3. Shareholders should note that as Concor is settling in the STRATE
environment, settlement for trade takes place 5 (five) business days after
such trade. Therefore shareholders who acquire Concor shares after
Thursday 27 October 2005 will not be eligible to vote at the scheme
meeting.
4. If all conditions precedent, which include, inter alia, approval from the
Competition Authorities, have not yet been fulfilled by the date of the
Court hearing, which is Tuesday 15 November 2005, then the scheme may be
conditionally sanctioned subject to such condition being timeously
fulfilled, on or before 28 February 2006 and the date of the Court hearing
may therefore be extended from time to time until at the latest,
28 February 2006.
In the event that the scheme does not become operative for any reason and the
substitute offer is made the salient dates and times of the substitute offer
will be released on SENS and published in the press.
Documentation
A circular providing further information on the scheme and substitute offer and
containing, inter alia, a notice of scheme meeting, a form of proxy and a form
of surrender and substitute offer acceptance, will be posted to Concor
shareholders on Friday 14 October 2005.
Johannesburg
14 October 2005
Merchant bank and lead sponsor to Murray& Roberts - RMB
Joint sponsor to Murray & Roberts - Merrill Lynch
Joint sponsor to Concor - Investec Bank Limited
Independent adviser and lead sponsor to Concor - Bridge Capital
Attorneys to Murray & Roberts - Michael Krawitz & Co. and Werksmans Inc.
Legal advisers to Concor - Sonnenberg Hoffmann Galombik
Independent reporting accountants - KPMG Inc.
Date: 14/10/2005 05:50:00 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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