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Concor Limited/ Murray & Roberts Holdings Limited - Results Of The Concor Scheme Meeting Concor Limited (Incorporated in the Republic of South Africa) Registration number: 1969/003076/06 Share code: CNC ISIN: ZAE000001616 ("Concor") Murray & Roberts Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1948/029826/06 Share code: MUR ISIN: ZAE000008983 RESULTS OF THE CONCOR SCHEME MEETING Introduction Shareholders are referred to the announcements previously published on SENS and in the press by Murray & Roberts Holdings Limited and Concor, the most recent being dated 30 November 2005, relating to the scheme of arrangement in terms of Section 311 of the Companies Act No.61 of 1973, as amended ("Companies Act"), proposed by Murray & Roberts Limited ("Murray & Roberts"), a wholly-owned subsidiary of Murray & Roberts Holdings Limited, between Concor and its shareholders, other than Mexican Wave Investments (Pty) Limited ("Mexican Wave") ("scheme members"), in terms of which Murray & Roberts will acquire all the shares in the issued share capital of Concor, other than those already held by Mexican Wave ("scheme"). Scheme meeting At the adjourned meeting of scheme members ("scheme meeting") held on Monday 5 December 2005, the scheme was approved by scheme members holding 87.91% of the total number of shares that were voted at the scheme meeting. As a result, the scheme was agreed to by the requisite majority of votes of scheme members. Application to the High Court of South Africa (Witwatersrand Local Division) ("Court") to sanction the scheme will be made at 10:00 (or so soon thereafter as Counsel may be heard) on Tuesday 24 January 2006. Outstanding conditions precedent Shareholders" attention is drawn to the following updates on the conditions precedent to which the scheme is subject: * the application to the Competition Authorities was lodged on Friday 7 October 2005; * following approval by the Competition Authorities, a certified copy of the Order of Court sanctioning the scheme will be registered with the Registrar of Companies in terms of the Companies Act. 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 at least one week prior to the date of the Court hearing to sanction the scheme, expected to be on Tuesday 24 January 2006, during normal business hours, at the registered office of Concor, Concor House, 13 Church Street Extension, Crown Industria, Johannesburg, and at the office of the Chairperson of the scheme meeting, Advocate David Beasley, S.C., Group 3 Maisels Chambers, 4 Protea Place, Sandown. Further announcement A further announcement regarding the outstanding regulatory approvals, the outcome of the application to the Court and any update to the salient dates and times pertaining to the implementation of the scheme will be published in due course. Johannesburg 5 December 2005 Independent advisor and lead sponsor to Concor BRIDGE CAPITAL Legal advisors to Concor Sonnenberg Hoffman Galombik Joint sponsor to Concor Investec Bank Limited (Registration number:1969/004763/06) Financial advisor and lead sponsor to Murray & Roberts ABSA Corporate & Merchant Bank Corporate Finance ABSA Bank Limited Reg No 1986/004794/06 Joint sponsor to Murray & Roberts 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 to Murray & Roberts MICHAEL KRAWITZ & CO. WERKSMANS INCORPORATED (Reg. No. 1990/007215/21) Date: 05/12/2005 05:07:15 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
