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Murray & Roberts - Results of General Meeting and Scheme Meeting

Release Date: 21/11/2005 14:48
Code(s): MUR
Wrap Text

Murray & Roberts - Results of General Meeting and Scheme Meeting Murray & Roberts Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1948/029826/06 Share code: MUR & ISIN: ZAE000008983 ("Murray & Roberts" or "the company") RESULTS OF GENERAL MEETING AND SCHEME MEETING 1. Introduction Shareholders are referred to the announcements issued by the company dated 31 August 2005 and 20 October 2005, and the circular to shareholders dated 21 October 2005 ("circular") relating to: - a scheme of arrangement ("the scheme") in terms of section 311 of the Companies Act No. 61 of 1973, as amended ("Act"), proposed by two wholly-owned subsidiaries of Murray & Roberts ("BEE subsidiaries"), the trustees of the Letsema Bokamoso General Staff Trust and the trustees of the Letsema Vulindlela Black Executives Trust, between Murray & Roberts and its shareholders ("scheme members"); and - the disposal by Murray & Roberts of its ordinary shares in the BEE subsidiaries to the Letsema Khanyisa Black Employee Benefits Trust and the Letsema Sizwe Broad- Based Community Trust, ("the broad-based BEE transaction"). 2. General meeting At a general meeting of shareholders held on Monday 21 November 2005, the special resolution ("special resolution") and all the ordinary resolutions, as set out in the circular, to give effect to the broad-based BEE transaction were approved by the requisite majorities. The special resolution will be lodged with the Registrar of Companies ("Registrar") for registration as required in terms of the Act. 3. Scheme meeting At the meeting of scheme members held on Monday 21 November 2005 ("scheme meeting"), the scheme was agreed to by the requisite majority of votes of scheme members. 4. Application to court Subject to registration of the special resolution by the Registrar, an application will be made to the High Court of South Africa (Witwatersrand Local Division) ("Court") to sanction the scheme on Tuesday 29 November 2005 at 10:00 or as soon thereafter as Counsel may be heard. 5. Chairperson"s report Copies of the Chairperson"s report to the Court on the scheme meeting will be available to any shareholder on request, free of charge, from Tuesday 22 November 2005 until the date of the Court hearing to sanction the scheme, expected to be on Tuesday 29 November 2005, during normal business hours, at the registered office of Murray & Roberts, Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview, and at the office of the Chairperson of the scheme meeting, Mr Ishmael Anthony Mmakwena Semenya at The L Pitje Group, Schreiner Chambers, 94 Pritchard Street, Johannesburg. 6. Scheme conditions precedent The implementation of the scheme is still subject to and will only become operative upon the fulfillment of the following conditions precedent: 6.1 registration of the special resolution by the Registrar; 6.2 the Court sanctioning the scheme in terms of the Act; and 6.3 a certified copy of the Order of Court sanctioning the scheme being registered by the Registrar in terms of the Act. 7. Salient dates The salient dates and times contained in the announcement issued by the company on 20 October 2005 and the circular remain unchanged. 8. Further announcement A further announcement regarding the outcome of the application to Court, the fulfillment of the remaining conditions precedent and any update to the salient dates relating to the implementation of the scheme will be released on SENS and published in the press on or about Tuesday 29 November 2005. Johannesburg 21 November 2005 Financial advisor and transaction sponsor Absa Corporate and Merchant Bank Corporate Finance Sponsor Merrill Lynch Attorneys Bowman Gilfillan Inc. Reporting Accountants Deloitte & Touche Independent financial advisor SizweNtsaluba VSP Date: 21/11/2005 02:48:03 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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