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MUR - Murray & Roberts Holdings Limited - Disposal by Clough Limited of its Marine Construction business MURRAY & ROBERTS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1948/029826/06 JSE Share Code: MUR ISIN: ZAE000073441 ("Murray & Roberts" or "Group") DISPOSAL BY CLOUGH LIMITED OF ITS MARINE CONSTRUCTION BUSINESS 1 INTRODUCTION Murray & Roberts shareholders are advised that 62% held Australian listed subsidiary Clough Limited ("Clough"), has concluded an agreement with Malaysian listed company SapuraCrest Petroleum Berhad ("SapuraCrest") for the disposal of Clough`s offshore Marine Construction business ("Transaction"). 2 CONDITIONS PRECEDENT The Transaction remains subject to a range of conditions precedent including: * Approval by the Malaysian Central Bank; * Approval by the shareholders of SapuraCrest; * Approval by the funders of Clough; * Consents from relevant clients and partners; and * Transfer of key staff. It is envisaged that closure of the Transaction will take place during the fourth quarter of the 2011 calendar year. 3 NATURE OF BUSINESS OF CLOUGH & SAPURACREST Clough delivers a variety of Engineering, Procurement and Construction services. The Marine Construction business comprises pipelay and facilities installation, subsea construction, umbilicals, risers and flowlines. SapuraCrest is a major Malaysian oil & gas services provider with interests in key areas including offshore oil & gas drilling, installation of pipelines and facilities, marine services as well as maintenance activities for the oil & gas, marine and power utility industries. 4 RATIONALE Clough has a long history of successfully executing marine construction projects; however, it is a sector where significant capital investment is required to compete consistently with the larger regional and global players. This Transaction will allow Clough to focus its resources on the very significant opportunities in the onshore oil & gas, and minerals markets in Australia. 5 CONSIDERATION RECEIVED The total cash consideration to be received in respect of the Transaction is approximately AUD127 million gross of transaction costs. The proceeds from the Transaction will be utilised to pay down debt related to the Marine Construction business and to fund future growth opportunities. Further details of the Clough announcement released on the Australian Stock Exchange are available on www.clough.com.au. 6 CATEGORISATION OF THE TRANSACTION In terms of the JSE Listings Requirements, the Transaction is categorised as a category 2 transaction. 7 FINANCIAL EFFECTS The unaudited pro forma financial effects of the Transaction set out below have been prepared to assist Murray & Roberts shareholders in assessing the impact of the Transaction on the Group`s historical diluted earnings per share ("EPS") and diluted headline earnings per share ("HEPS"). The pro forma financial effects are the responsibility of the directors of Murray & Roberts and are provided for illustrative purposes only. The pro forma financial effects have been prepared on the basis that the Transaction had been fully implemented on 1 July 2010 for purposes of the Statement of Financial Performance and at 31 December 2010 for purposes of the Statement of Financial Position. It does not purport to be indicative of what the consolidated financial results would have been had the Transaction been implemented on a different date. The material assumptions are set out in the notes following the table. Due to their nature, the pro forma financial effects may not fairly present the financial position, changes of equity, results of operations or cash flows of the Group after the Transaction. Before the After the Percentage
Transaction Transactio change (1) n EPS (ZA cents) (215) (195) 9.3% HEPS (ZA cents) (177) (168) 5.1% Weighted average number of shares 296 239 296 239 - in issue* (`000) *excludes treasury shares Notes: 1 Extracted from the Group`s published unaudited interim results for six months ended 31 December 2010. 2 At 31 December 2010, the value of the net assets of the Marine Construction business was AUD66 million. 3 For the six months ended 31 December 2010, the net loss attributable to the net assets of the Marine Construction business was AUD6.1 million. 4 The effects on EPS and HEPS are based on the following principal assumptions: a. Interest savings on the debt repayment related to the Marine Construction business has been taken into account. b. No interest earned on the proceeds from the Transaction has been accounted for. c. A profit on the Transaction of approximately AUD8 million has been recognised net of transaction and other related costs. d. The closing exchange rate at 31 December 2010 was ZAR6.75=AUD1.00 and the average exchange rate for the 6 months ended 31 December 2010 was ZAR6.68=AUD1.00. 5 The impact of the Transaction on the Group`s net asset value and net tangible asset value at 31 December 2010 is not significant. 6 The pro forma financial effects have been prepared using the same accounting policies as those applied in the most recently published annual financial statements of the Group. Bedfordview 8 August 2011 Sponsor Deutsche Securities (SA) (Pty) Ltd Date: 08/08/2011 09:56:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
