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Murray & Roberts - Acquisition Of Clough Limited

Release Date: 14/11/2005 17:51
Code(s): MUR
Wrap Text

Murray & Roberts - Acquisition Of Clough Limited Murray & Roberts Holdings Limited (Incorporated in the Republic of South Africa) Registered number 1948/029826/06 JSE Share Code: MUR ISIN Code: ZAE000008983 (Murray & Roberts" or "the Group") ACQUISITION OF CLOUGH LIMITED Shareholders are referred to the Group"s 2005 preliminary results announcement and 2005 annual report where it was stated, inter alia, that Murray & Roberts had reached agreement, subject to certain conditions precedent, to acquire a further interest leading to control in Australian engineering and contracting group Clough Limited ("Clough"). The latest transaction was effected on Friday 11 November 2005 following satisfaction of all regulatory conditions precedent and approval from Clough shareholders at its annual general meeting ("AGM") held on Wednesday 9 November 2005. Mr RW Rees, an executive director of the Group, was appointed a non-executive director of Clough on completion of the transaction. In terms of the transaction, Murray & Roberts acquired 30 million new Clough ordinary shares issued by Clough for a consideration of AUD15 million and McRae Investments Pty Limited (representing the Clough family interest in Clough) disposed on 60 million Clough ordinary shares to Murray & Roberts for a consideration of AUD30 million, reducing its shareholding to 20%. This increases the Group"s shareholding in Clough from 30,3% to 47%. Murray & Roberts has secured the right to a further 30 million shares to be issued by Clough within two years in return for a convertible credit facility limited to AUD15 million. The Information Memorandum containing full details of the motivation and terms of the transaction is available on the Clough website www.clough.com.au Clough updated its shareholders at the AGM on the status of its Bassgas arbitration and announced that it is experiencing progress and payment delays on some major projects that will result in a loss in its financial half-year to 31 December 2005. The Group is partnering Clough management with independent reviews of these and other issues in Clough, some of which are classified as pre-acquisition in the accounts of Murray & Roberts. Shareholders will be kept informed of the possible outcome on Murray & Roberts in this financial year. The Group is satisfied that Clough offers good strategic opportunity in an important marketplace into the future and is working with Clough management to establish a performance framework for Clough that will deliver acceptable returns to shareholders within the next few years. Approximately AUD145million (ZAR700 million) has been invested into the acquisition of close to 50% of Clough over the past 18 months. Johannesburg 14 November 2005 Sponsor: Merrill Lynch South Africa (Pty) Ltd Date: 14/11/2005 05:51:02 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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