Murray & Roberts - Notice of scheme meeting

Murray & Roberts - Notice of scheme meeting                                     
Murray & Roberts Holdings Limited                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1948/029826/06)                                            
JSE Share Code: MUR                                                             
ISIN: ZAE000008983                                                              
Notice of scheme meeting                                                        
In the High Court of South Africa        Case number 2005/25186                 
(Witwatersrand Local Division)                                                  
In the ex parte application of:                                                 
Murray & Roberts Holdings Limited        Applicant                              
(Incorporated in the Republic of South Africa)                                  
(Registration number 1948/029826/06)                                            
Notice is hereby given that, in terms of an Order of Court dated Tuesday 18     
October 2005, in the above matter, the High Court of South Africa               
(Witwatersrand Local Division) ("the Court") has ordered, in accordance with    
the provisions of section 311 of the Companies Act, 1973, as amended ("the      
Act"), that a meeting ("the scheme meeting") of shareholders of the Applicant   
registered as such at close of business on Wednesday 16 November 2005 ("the     
scheme members") be convened under the chairmanship of Mr Ishmael Anthony       
Mmakwena Semenya of The L Pitje Group, Schreiner Chambers, 94 Pritchard         
Street, Johannesburg or, failing him, Mr Mohammed Ashraf Chohan of One Sandown  
Village, or, failing both of them an independent person nominated for that      
purpose by Bowman Gilfillan Inc. and approved by the Court, for the purpose of  
considering and, if deemed fit, agreeing to, with or without modification, the  
scheme of arrangement ("the scheme") proposed by Murray & Roberts Letsema       
Sizwe (Proprietary) Limited (registration number 2005/034227/07), Murray &      
Roberts Letsema Khanyisa (Proprietary) Limited (registration number             
2005/034236/07), the trustees for the time being of the Letsema Vulindlela      
Black Executives Trust (Master"s reference number IT9265/05) and the Letsema    
Bokamoso General Staff Trust (Master"s reference number IT9268/05) between the  
Applicant and the Applicant"s shareholders, provided that the scheme meeting    
shall not be entitled to agree to any modification of the scheme that has the   
effect of diminishing the rights to accrue in terms of the scheme.              
The scheme meeting will be held at 10:30, or ten minutes after the conclusion   
or adjournment of the general meeting of the Applicant convened for 10:00 on    
the same date and at the same venue, whichever is the later, on Monday          
21 November 2005, at the registered office of the Applicant at Douglas Roberts  
Centre, 22 Skeen Boulevard, Bedfordview 2007.                                   
The basic characteristic of the scheme is that, upon implementation, in         
aggregate 10% of the issued ordinary shares in the Applicant held by the        
Applicant"s shareholders ("the scheme shares") will be acquired by Murray &     
Roberts Letsema Sizwe (Proprietary) Limited (registration number                
2005/034227/07) and Murray & Roberts Letsema Khanyisa (Proprietary) Limited     
(registration number 2005/034236/07) (in terms of section 89 of the Act) and    
the trustees for the time being of the Letsema Vulindlela Black Executives      
Trust (Master"s reference number IT9265/05) and the Letsema Bokamoso General    
Staff Trust (Master"s reference number IT9268/05), and the holders of the       
scheme shares will receive the scheme consideration of 1 487 cents for each     
scheme share held on the record date of the scheme, which is expected to be     
Thursday 15 December 2005.                                                      
A copy of the scheme, the explanatory statement in terms of section 312(1) of   
the Act explaining the scheme, this notice, the form of proxy (blue) for use    
at the scheme meeting and the Order of Court convening the scheme meeting are   
included in the document of which this notice forms part and which has been     
sent to shareholders of the Applicant and copies may, on request by any         
shareholder of the Applicant, be inspected at or obtained free of charge from   
the registered office of the Applicant at Douglas Roberts Centre, 22 Skeen      
Boulevard, Bedfordview and at the office of Absa Corporate & Merchant Bank, a   
division of Absa Bank Limited, 180 Commissioner Street, Johannesburg during     
normal business hours at any time prior to the scheme meeting.                  
Each scheme member holding certificated shares, each scheme member holding      
dematerialised shares with "own name" registration and nominees of Central      
Securities Depository Participants ("CSDPs") and brokers on the sub-registers   
of the Applicant may attend, speak and vote in person at the scheme meeting or  
may appoint any other person or persons (who need not be shareholders of the    
Applicant) as a proxy or proxies to attend, speak and vote in such scheme       
member"s place at the scheme meeting. The necessary form of proxy (blue) is     
included in the document of which this notice forms part and which has been     
sent to shareholders of the Applicant. Additional forms of proxy may be         
obtained on request from the registered office of the Applicant as set out      
above.                                                                          
Properly completed forms of proxy must be lodged with or posted to the          
Applicant"s transfer secretaries, Computershare Investor Services 2004          
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg 2001 (PO  
Box 61051, Marshalltown 2107) so as to be received by no later than 10:30 on    
Thursday 17 November 2005 or handed to the chairman of the scheme meeting by    
no later than 10 (ten) minutes before the scheme meeting is due to commence.    
Scheme members holding dematerialised shares not with "own name" registration   
should obtain the necessary authorisation from their CSDPs or brokers to        
attend the scheme meeting or should they not wish to attend the scheme meeting  
in person, provide their CSDPs or brokers with their voting instructions.       
Where there are joint holders of the Applicant"s shares, any one of such        
persons may vote at the scheme meeting in respect of such shares as if he was   
solely entitled thereto, but if more than one of such joint holders be present  
or represented at the scheme meeting, that one of such persons whose name       
stands first in the Applicant"s share register in respect of such shares or     
his proxy, as the case may be, shall alone be entitled to vote in respect       
thereof.                                                                        
In terms of the abovementioned Order of Court, the chairman of the scheme       
meeting is required to report the results thereof to the Court at 10:00 or as   
soon thereafter as Counsel may be heard on Tuesday 29 November 2005. A copy of  
the chairman"s report to the Court will be available on request free of charge  
to any shareholder of the Applicant at the registered office of the Applicant   
at Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview 2007 during normal   
business hours from Tuesday 22 November 2005 until the date fixed by the Court  
for the chairman to report back to it. If the scheme meeting is adjourned, a    
copy of the chairman"s report to the Court will be available for at least 7     
calendar days before the date on which the chairman is required to report back  
to the Court.                                                                   
The scheme is subject to the fulfilment of the conditions precedent stated in   
the scheme, one of such conditions being its sanction by the Court.             
Mr Ishmael Anthony Mmakwena Semenya                                             
Chairman of the scheme meeting                                                  
Applicant"s attorneys                                                           
Bowman Gilfillan Inc.                                                           
165 West Street                                                                 
Sandton 2196                                                                    
(PO Box 785812, Sandton 2146)                                                   
Ref: RA Cohen/BR du Plessis                                                     
Date: 21/10/2005 07:05:14 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department