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Murray & Roberts - Further Details i.r.o the proposed Broad-Based Black Direct Ownership MURRAY & ROBERTS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number: 1948/029826/06 Share code: MUR ISIN: ZAE000008983 ("Murray & Roberts") FURTHER DETAILS IN RESPECT OF THE PROPOSED BROAD-BASED BLACK DIRECT OWNERSHIP INTO THE MURRAY & ROBERTS SHAREHOLDER STRUCTURE 1. INTRODUCTION Murray & Roberts ordinary shareholders are referred to the announcement on 30 August 2005 relating to the proposed introduction of broad-based direct black ownership into the Murray & Roberts shareholding structure ("the broad-based BEE transaction") to be implemented, inter alia, by way of a scheme of arrangement ("the scheme") in terms of section 311 of the Companies Act, 1973. This announcement sets out further details relating to: * important dates and times relevant to the scheme; * meetings required to implement the scheme and the broad-based BEE transaction; and * the circular to Murray & Roberts shareholders. 2. GENERAL MEETING A general meeting of Murray & Roberts shareholders will be held at the registered office of Murray & Roberts, Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview at 10:00 on Monday 21 November 2005 to consider and if deemed fit, pass, with or without amendment the special and ordinary resolutions required to implement the broad-based BEE transaction. 3. SCHEME MEETING The scheme meeting of Murray & Roberts shareholders will be held at the registered office of Murray & Roberts, Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview at 10:30 or ten minutes after the conclusion or adjournment of the general meeting, whichever is later, on Monday 21 November 2005 to consider and, if deemed fit, agree to the scheme. 4. IMPORTANT DATES AND TIMES 2005 Last day to trade Murray & Roberts shares in order to be recorded in the register of members to vote at the scheme meeting (note 2) Wednesday 9 November Record date to vote at the scheme meeting at close of business on Wednesday 16 November Last day to lodge forms of proxy for the general meeting by 10:00 on (note 3) Thursday 17 November Last day to lodge forms of proxy for the scheme meeting by 10:30 on (notes 4 and 5) Thursday 17 November General meeting to be held at 10:00 on Monday 21 November Scheme meeting to be held at 10:30 or ten minutes after the conclusion or adjournment of the general meeting, whichever is the later, on Monday 21 November Announcement of results of general meeting and scheme meeting, released on Securities Exchange News Service ("SENS") Monday 21 November Announcement of results of general meeting and scheme meeting, published in the press Tuesday 22 November Court hearing to sanction the scheme on Tuesday 29 November Announcement on SENS regarding the sanctioning of the scheme Tuesday 29 November Announcement in the press regarding the sanctioning of the scheme Wednesday 30 November If the scheme is sanctioned and becomes effective: Expected last day to trade to participate in the scheme Thursday 8 December Expected first day to trade in Murray & Roberts shares ex-entitlement to the scheme consideration under the new share code, ISIN of ZAE000073441 on Friday 9 December Expected record date on which members must be recorded in the register of members to be scheme participants and so become entitled to receive the scheme consideration, at the close of trading on Thursday 15 December Expected operative date of the scheme from commencement of trading on Monday 19 December The scheme consideration is expected to be transferred or posted (as the case may be), and new share certificates expected to be posted, to scheme participants holding certificated shares (if documents of title are received on or prior to the record date of the scheme) or, failing that, within five business days of receipt of the relevant documents of title by the transfer secretaries from Monday 19 December Safe custody accounts to be updated at the Central Securities Depository Participant or broker in the case of scheme participants who have dematerialised their Murray & Roberts shares Monday 19 December Notes: 1. The abovementioned times and dates are subject to change. Any such change will be released on SENS and published in the press. 2. Shareholders are advised that as trades executed on the JSE Limited are settled within the STRATE environment five business days following such trades, shareholders acquiring shares after Wednesday 9 November 2005 will not be eligible to vote at the scheme meeting. 3. If the general meeting is adjourned or postponed, forms of proxy must be received by no later than 48 hours prior to the time of the adjourned or postponed general meeting (excluding Saturdays, Sundays and statutory South African public holidays). 4. If a form of proxy for the scheme meeting is not received by the time and date shown above, it may be handed to the chairman of the scheme meeting by no later than ten minutes before the commencement thereof. 5. If the scheme meeting is adjourned or postponed, forms of proxy must be received by no later than 48 hours prior to the time of the adjourned or postponed meeting (excluding Saturdays, Sundays and statutory South African public holidays). 6. Shareholders may not dematerialise or rematerialise their existing Murray & Roberts shares after Thursday 8 December 2005. Dematerialisation and rematerialisation of Murray & Roberts shares will recommence under the new share code, ISIN of ZAE000073441 after Thursday 15 December 2005. 5. DOCUMENTATION A circular providing further information on the scheme and the broad-based BEE transaction and containing, inter alia, a notice of general meeting, a notice of scheme meeting, forms of proxy and a form of surrender, will be posted to Murray & Roberts shareholders on Friday 21 October 2005. Johannesburg 20 October 2005 Financial adviser and transaction sponsor ABSA Corporate and Merchant Bank Corporate Finance ABSA Bank Limited (Registration number 1986/004794/06) 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 Attorneys Bowman Gilfillan Attorneys Reporting accountants Deloitte & Touche Chartered Accountants (SA) Registered Accountants and Auditors Independent financial adviser Sizwe Ntsaluba vsp est. 1985 Sizwe Ntsaluba vsp Corporate Finance (Pty) Ltd. Date: 20/10/2005 05:10:13 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
