Murray & Roberts / Concor - Amendment To The Terms Of The Proposed Scheme Of

Murray & Roberts / Concor - Amendment To The Terms Of The 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")                                                                      
AMENDMENT TO THE TERMS OF THE PROPOSED SCHEME OF ARRANGEMENT BETWEEN CONCOR AND 
ITS SHAREHOLDERS                                                                
Introduction                                                                    
Shareholders are referred to the announcements previously published on SENS and 
in the press by Murray & Roberts Holdings Limited and by Concor, the most recent
being dated 17 November 2005, ("previous announcements") and the circular to    
Concor shareholders dated 14 October 2005 ("circular") advising that Murray &   
Roberts Limited ("Murray & Roberts"), a wholly-owned subsidiary of Murray &     
Roberts Holdings Limited, is proposing a scheme of arrangement ("the scheme") in
terms of Section 311 of the Companies Act No. 61 of 1973, as amended, between   
Concor and its shareholders, other than Mexican Wave Investments (Proprietary)  
Limited ("Mexican Wave"), in terms of which Murray & Roberts will acquire all   
the shares in the issued share capital of Concor, other than those held by      
Mexican Wave ("scheme shares"). This announcement should be read in conjunction 
with the previous announcements and the circular.                               
Revised scheme consideration                                                    
As set out in the previous announcements and the circular, all Concor           
shareholders other than Mexican Wave and Hochtief Aktiengesellschaft            
("Hochtief") were to receive, if the scheme is implemented, a cash payment of 2 
230 cents per scheme share, 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 ("original scheme        
consideration").                                                                
During adjournment of the scheme meeting, Murray & Roberts has given            
consideration to changed circumstances in the investment market and has decided 
to increase the scheme consideration to an all-in consideration of 2 800 cents  
per scheme share held ("revised scheme consideration"). Accordingly, if the     
scheme is implemented, Concor shareholders other than Mexican Wave and Hochtief 
will receive a cash payment of 2 800 cents per scheme share held, on the date   
the revised scheme consideration is paid.                                       
As set out in the previous announcements and the circular, in terms of an       
irrevocable undertaking signed with Murray & Roberts, Hochtief waives its rights
to receive the original scheme consideration and any subsequent increases       
thereto, and will therefore still receive 1 977 cents per Concor share held by  
it plus interest at prime from 5 November 2005 to the date of payment, if the   
scheme is implemented.                                                          
Other terms and conditions                                                      
Save for as detailed in paragraph 2 above, the terms and conditions set out in  
the previous announcements and the circular remain unchanged.                   
Salient dates and times                                                         
The revised salient dates and times as set out in the announcement by Concor    
dated 17 November 2005 ("the revised salient dates announcement") remain        
unchanged.                                                                      
The revised salient dates announcement contains details of action required in   
terms of proxies including that the last day for receipt of proxies for the     
scheme meeting is 10:00am on Friday 2 December 2005 and that if a form of proxy 
is not received by this time and date, it may be handed to the chairman of the  
scheme meeting by no later than ten minutes before the commencement of the      
scheme meeting.                                                                 
Johannesburg                                                                    
30 November 2005                                                                
Financial adviser and lead sponsor to Murray & Roberts                          
ACMB Corporate Finance                                                          
Joint sponsor to Murray & Roberts                                               
Merrill Lynch South Africa (Proprietary) Limited                                
Joint Sponsor to Concor                                                         
Investec Bank Limited                                                           
Independent adviser and lead sponsor to Concor                                  
Bridge Capital                                                                  
Attorneys to Murray & Roberts                                                   
Michael Krawitz & Co                                                            
Werksmans Inc.                                                                  
Legal advisers to Concor                                                        
Sonnenberg Hoffmann Galombik                                                    
Independent reporting accountants                                               
KPMG Inc.                                                                       
Date: 30/11/2005 04:58:03 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department