Wrap Text
MUR - Murray & Roberts Holdings Limited - Murray & Roberts announces final terms
of the renounceable rights offer of approximately R2 billion ("RIGHTS OFFER"),
abridged listing particulars and withdrawal of cautionary announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND HONG KONG
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1948/029826/06
JSE Code: MUR
ISIN: ZAE000073441
("Murray & Roberts" or "Group" or "Company")
MURRAY & ROBERTS ANNOUNCES FINAL TERMS OF THE RENOUNCEABLE RIGHTS OFFER OF
APPROXIMATELY R2 BILLION ("RIGHTS OFFER"), ABRIDGED LISTING PARTICULARS AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders of Murray & Roberts ("Shareholders") are referred to the
Rights Offer declaration date announcement by Murray & Roberts released on
the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on
Thursday, 1 March 2012 and published in the South African press on Friday,
2 March 2012, which included the declaration information relating to the
Rights Offer ("Declaration Date Announcement").
At a general meeting of Shareholders held on Wednesday, 29 February 2012,
Shareholders approved, inter alia, the resolution granting the board of
directors of Murray & Roberts ("Board") the authority to allot and issue
shares for the purposes of implementing the Rights Offer. The special
resolution authorising the conversion of the Company`s entire issued,
authorised and unissued ordinary share capital of (10 cents each) into no
par value shares has been registered by the Companies and Intellectual
Property Commission and therefore, in accordance with such special
resolution, the entire issued share capital of the Company will convert
into no par value shares with effect from the commencement of trade on
Monday, 12 March 2012.
In furtherance of the above authorisation, the Board has finalised the
terms of the Rights Offer and is seeking to raise approximately R2 billion
through a fully underwritten renounceable rights offer of 112,843,490 new
ordinary shares of no par value ("Rights Offer Shares") to Shareholders
that are eligible to participate and their qualifying renouncees (together
"Qualifying Shareholders") at a subscription price of R18.00 per Rights
Offer Share ("Subscription Price") and in the ratio of 34 (thirty four)
Rights Offer Shares for every 100 (one hundred) Murray & Roberts ordinary
shares held on the Record Date (as detailed in paragraphs 4 and 7 below).
The Subscription Price is at a discount of 35.09% to the closing price of
Murray & Roberts shares on Wednesday, 7 March 2012 of R27.73, and at a
discount of 28.74% to the theoretical ex-rights price of a Murray & Roberts
share of R25.26 on the same day.
2 FULFILMENT OF CONDITIONS PRECEDENT
The conditions precedent to the Rights Offer as specified in the
Declaration Date Announcement have all been fulfilled. The JSE has
approved the application for the listing of the letters of allocation and
the Rights Offer Shares required in order to implement the Rights Offer in
accordance with the salient dates and times set out in paragraph 7 below.
3 RATIONALE AND APPLICATION OF PROCEEDS
Subsequent to the October 2008 global financial crisis, and in particular
since early 2010, Murray & Roberts` business environment has been impacted
by the weakening of the global economy and the slowdown in South African
public spending on infrastructure. These factors, together with the
challenges experienced on three of the Group`s projects namely, Dubai
International Airport, Gautrain Rapid Rail Link and the Gorgon Pioneer
Materials Offloading Facility, which resulted in unresolved claims, caused
Murray & Roberts to end the 2011 financial year in a weakened financial
position.
As a result, managing short-term liquidity has been a key focus for the
Group in recent months given the protracted nature of major claims
resolution processes and timing of anticipated proceeds from claim
settlements in respect of the abovementioned three projects. To date, the
Group has recognised as uncertified revenues a cumulative amount of
approximately R2,2 billion of these and other claims. This is marginally up
from the R2,0 billion previously reported, primarily due to foreign
exchange movements. The Group`s uncertified revenues are significantly
lower than the estimated value of its claims and variation orders.
In order to improve the Group`s liquidity, Murray & Roberts successfully
completed the restructuring of its South African term debt and bank
facilities during November 2011. This restructuring improves alignment
between the Group`s debt repayment tenure and the timing of anticipated
proceeds to be derived from the settlement of the three major unresolved
claims.
Notwithstanding the Board`s expectation that the term debt and bank
facilities will meet the Group`s expected liquidity requirements over the
short and medium term, the Board intends to implement the Rights Offer
which should allow the Group to withstand the impact of current uncertain
global economic and financial markets. The Board is of the view that the
Rights Offer represents the best opportunity for the Group to retain
strategic flexibility and to preserve and grow long-term Shareholder value.
Specifically, the successful completion of the Rights Offer should give the
Group sufficient flexibility to:
a) benefit from reduced overall debt levels and increased headroom under its
banking facilities. The expected net proceeds from the Rights Offer will be
deployed, in whole or in part, to reduce the Group`s debt. The Board
believes that this strengthening of the Group`s overall financial position
will provide additional support to its recovery and growth plan; and
b) fund the Group`s order book and enable the Group to continue with its
growth strategy. Notwithstanding the current economic environment, the
Group`s order book, secured at an acceptable margin, increased to R57
billion at 31 December 2011. The remaining expected net proceeds (if any)
may be deployed to deliver the projects in the Group`s order book. The
Board believes that strengthening of the Group`s overall financial position
will enhance its flexibility to invest in core businesses, while pursuing
potential growth opportunities in sub-Saharan Africa and Western Australia.
4 SALIENT TERMS OF THE RIGHTS OFFER
The salient terms of the Rights Offer are as follows:
* Qualifying Shareholders recorded in the register on Friday, 23 March 2012
("Record Date") are offered, on the terms and conditions set out in the
circular referred to in paragraph 9 below ("Rights Offer Circular"),
112,843,490 Rights Offer Shares at a Subscription Price of R18.00 per
Rights Offer Share and in the ratio of 34 (thirty four) Rights Offer Shares
for every 100 (one hundred) Murray & Roberts shares held on the Record
Date. Fractions of Rights Offer entitlements will not be allotted and each
Qualifying Shareholder`s Rights Offer entitlement will be rounded to the
nearest whole number in this regard (unless a Qualifying Shareholder is
entitled to less than 0.5 of a Rights Offer Share, in which case the
entitlement will be rounded down to zero);
* the Subscription Price is at a discount of 35.09% to the closing price of
Murray & Roberts shares on Wednesday, 7 March 2012 of R27.73, and at a
discount of 28.74% to the theoretical ex-rights price of a Murray & Roberts
share of R25.26 on the same day;
* upon their issue, the Rights Offer Shares will be listed on the securities
exchange operated by the JSE and rank, pari passu, in all respects with the
existing issued Murray & Roberts shares;
* the latest time and date of acceptance and payment in full for the Rights
Offer Shares will be 12:00 (South African time) on Friday, 20 April 2012
("Rights Offer Closing Date"). Dematerialised Shareholders are advised to
contact their Central Securities Depository Participant ("CSDP") or broker
as early as possible to establish the latest times for acceptance of the
Rights Offer, as set out in the relevant custody agreement, as this may be
earlier than the Rights Offer Closing Date;
* letters of allocation will be issued in dematerialised form and an
electronic record for certificated ordinary Shareholders will be maintained
by the transfer secretary, Link Market Services (Proprietary) Limited
("Link Market Services"). This will enable both dematerialised and
certificated holders of Murray & Roberts Shares to sell or renounce some or
all of their rights to Rights Offer Shares in accordance with the
procedures set out in the Rights Offer Circular; and
* all Rights Offer Shares not subscribed for in terms of the Rights Offer
will be available for allocation to Qualifying Shareholders that wish to
apply for a greater number of Rights Offer Shares than those offered to
them in terms of the Rights Offer. Accordingly, Qualifying Shareholders may
also apply for additional Rights Offer Shares in excess of the Rights Offer
Shares allocated to them in terms of the Rights Offer on the same terms and
conditions as those applicable to their Rights Offer entitlement. The
right to apply for additional Rights Offer Shares is transferable and will
be transferred upon renunciation or sale together with the Rights Offer
entitlement so renounced or sold.
An announcement will be released on SENS on or about Monday, 23 April 2012,
and published in the South African press on Tuesday, 24 April 2012, stating
the results of the Rights Offer and the basis of allocation of any
additional Rights Offer Shares for which application is made.
5 FINANCIAL EFFECTS
The unaudited pro forma financial effects set out below have been prepared
to assist Shareholders to assess the impact of the Rights Offer on the loss
per share, headline loss per share, net asset value and tangible net asset
value per share of Murray & Roberts.
These pro forma financial effects illustrate how the Rights Offer might
affect the reported financial information of Murray & Roberts if the Rights
Offer had been completed on 31 December 2011 for statement of financial
position purposes and 1 July 2011 for statement of financial performance
purposes.
Due to the nature of the pro forma financial effects, they are presented
for illustrative purposes only and may not fairly present the Group`s
financial position or the results of its operations after the Rights Offer.
The unaudited pro forma financial effects have been prepared in accordance
with the Listings Requirements of the JSE and the Guide on Pro Forma
Financial Information issued by the South African Institute of Chartered
Accountants. These unaudited pro forma financial effects are the
responsibility of the Board. The material assumptions on which the pro
forma financial effects are based are set out in the notes to the following
table:
Before After Percentage
change (%)
Loss per share (cents)
- Diluted (178) (118) (33.7)
- Basic (178) (118) (33.7)
Loss per share from continuing
operations(cents)
- Diluted (179) (118) (34.1)
- Basic (179) (119) (33.5)
Headline Loss per share (cents)
- Diluted (210) (142) (32.4)
- Basic (210) (142) (32.4)
Headline Loss per share from
continuing operations(cents)
- Diluted (189) (126) (33.3)
- Basic (189) (126) (33.3)
Net asset value per share (cents) 1 244 1 363 9.6
Tangible net asset value per share
(cents) 994 1 176 18.3
Number of shares in issue (`000) 331 893 444 736 18.5
Weighted average number of shares
used for basic per share 296 354 397 113 34.0
calculation (`000)
Weighted average number of shares
used for diluted per share 296 639 397 398 34.0
calculation (`000)
Notes and Assumptions:
1 The statements of financial performance and financial position of
Murray & Roberts has been extracted, without adjustment, from the
reviewed consolidated financial statements of Murray & Roberts for the
six months ended 31 December 2011.
2 The pro forma adjustments to the statement of financial performance
have been calculated on the assumption that the proceeds from the
Rights Offer were received on 1 July 2011 and that the net proceeds
were utilised to repay interest bearing debt of R 1,933 million.
3 The pro forma adjustments to the statement of financial position have
been calculated on the assumption that the proceeds from the Rights
Offer were received on 31 December 2011.
4 A Rights Offer share price of R18.00 per Rights Offer share has been
used for the pro forma adjustment with a total of 112,843,490 shares
being issued for a total quantum of R2,031 million. The assumption is
that the treasury shares will be taken up on a proportionate basis,
based on shareholding as at 31 December 2011.
5 An additional share based payment expense is recognised in terms of
IFRS 2 for the effect that the Rights Offer will have on the employee
share scheme awards. The IFRS 2 charge was determined on an indicative
subscription price of R19.46 per share, using appropriate valuation
methods, prior to the finalisation of pricing. The amount was
determined to be R8 million and is non-deductible for tax purposes.
6 The interest paid has been adjusted for an interest saving of R 93
million on the assumption that the net proceeds of the Rights Offer
have been applied towards repayment of interest bearing debt at an
average interest rate of 9.62%. The tax effect of the interest saving
has been calculated at 28.0%.
7 The impact of notes 5 and 6 will have a continuing effect on the
results of Murray & Roberts.
8 The impact of notes 5 and 6 will have no adjustment to headline
earnings.
9 There are no post reporting date events which need adjustment in the
pro forma`s.
10 Estimated transaction costs of R 98 million, relating to the Rights
Offer, have been taken into account in determining the financial
effects and are once off in nature. These costs are written off
against the stated capital of Murray & Roberts.
6 UNDERWRITING
The Rights Offer has been fully underwritten, subject to customary terms
and conditions, by J.P. Morgan Securities Ltd ("J.P. Morgan") and The
Standard Bank of South Africa Limited ("Standard Bank"), severally and not
jointly.
Over the past few weeks major shareholders, including a key shareholder,
the Public Investment Corporation, which has an approximate 20%
shareholding, have given the Company a strong indication of support for the
Rights Offer.
7 SALIENT DATES AND TIMES
Key dates and times in respect of the Rights Offer are set out below:
2012
The listing of Murray & Roberts on the Monday, 12 March
JSE is amended with effect from the
commencement of business to reflect the
conversion of Murray & Roberts shares to
shares of no par value
Last day to trade in Murray & Roberts Thursday, 15 March
shares in order to qualify to participate
in the Rights Offer (cum Rights Offer
entitlement)
Murray & Roberts shares trade ex the Friday, 16 March
Rights Offer entitlement from
commencement of trade on
Listing of and trading in letters of Friday, 16 March
allocation on the JSE from commencement
of trade under JSE Code MURN and ISIN
ZAE000165031 on
Record date for Shareholders to Friday, 23 March
participate in the Rights Offer
Forms of instruction issued and Rights Monday, 26 March
Offer Circular posted to Qualifying
Shareholders on
Dematerialised Shareholders will have Monday, 26 March
their accounts at their CSDP or broker
credited with their Rights Offer
entitlement on
Certificated Shareholders will have their Monday, 26 March
Rights Offer entitlement created in
electronic form and held at Link Market
Services on
Proposed Rights Offer opens at 09:00 on Monday, 26 March
Last day for trading in letters of Friday, 13 April
allocation on the JSE
Listing and trading of Rights Offer Monday, 16 April
shares commences on the JSE at 09:00 on
Rights Offer closes at 12:00 on (see note Friday, 20 April
4)
Forms of instruction and payment in Friday, 20 April
respect of certificated Shareholders to
be lodged with Link Market Services by
12:00 on (see notes 3 and 4)
Entitlement in respect of subscriptions Monday, 23 April
in terms of the Rights Offer available
from
Rights Offer Shares issued and posted to Monday, 23 April
certificated Shareholders on or about
Accounts of dematerialised Shareholders Monday, 23 April
updated to reflect Rights Offer Shares
subscribed for and debited with the
relevant subscription amount at their
CSDP or broker on or about
Results of the Rights Offer and basis of Monday, 23 April
allocation of excess applications
released on SENS on or about
Results of the Rights Offer and basis of Tuesday, 24 April
allocation of excess applications (see
note 5) published in the South African
press on or about
Accounts of dematerialised Shareholders Wednesday, 25 April
updated in respect of excess shares
allocated at their CSDP or broker on
Share certificates in respect of excess Wednesday, 25 April
shares allocated and refund cheques in
respect of unsuccessful excess
applications (if applicable) posted to
certificated Shareholders on or about
Notes
1. All times indicated are South African times and are subject to change.
All changes will be released on SENS and published in the South
African press.
2. Share certificates in respect of Murray & Roberts shares may not be
dematerialised or rematerialised between Friday, 16 March 2012 and
Friday, 23 March 2012, both days inclusive.
3. CSDPs effect payment on a "delivery against payment method", in
respect of dematerialised Shareholders.
4. If you are a dematerialised Shareholder, you are required to notify
your duly appointed CSDP or broker of your acceptance of the Rights
Offer in the manner and time stipulated in the custody agreement.
Dematerialised Shareholders are advised to contact their CSDP or
broker as early as possible to establish the applicable cut off times
for acceptance of the Rights Offer, as set out in the custody
agreement, as this may be earlier than the Rights Offer closing date.
5. Rights Offer shares not taken up pursuant to the terms of the Rights
Offer will be available for allocation to Shareholders who wish to
apply for a greater number of Rights Offer shares than those offered
to them in terms of the Rights Offer.
8 ABRIDGED REVISED LISTING PARTICULARS
8.1 SHARE CAPITAL
At the date of this announcement, the authorised share capital of
Murray & Roberts comprised 750,000,000 authorised ordinary shares of
no par value and Murray & Roberts had a stated capital of R33.2
million divided into 331,892,619 ordinary shares of no par value. A
total of 35,365,001 Murray & Roberts shares were held in treasury.
8.2 NAMES AND ADDRESSES OF DIRECTORS
Roy Cecil Andersen
Position Independent non-executive
chairman
Business address Regus offices, Wedgefield Office
Park
Block A, A 104,
17 Muswell Road South
Bryanston, 2196
David (Dave) Duncan Barber
Position Independent non-executive
director
Business address 1 Dewetshof Place
Hurlingham Manor
Sandton, 2196
Andries Jacobus (Cobus) Bester
Position Group financial director
Business address 22 Skeen Boulevard
Bedfordview, 2007
Orrie Fenn
Position Group executive director
Business address 22 Skeen Boulevard
Bedfordview, 2007
Henry Johannes Laas
Position Group Chief Executive
Business address 22 Skeen Boulevard
Bedfordview, 2007
Namane Milcah Magau
Position Independent non-executive
director
Business address 10 Jack Nicklaus Drive
Pecanwood Golf Estate
Hartbeespoort
John Michael McMahon
Position Independent non-executive
director
Business address 78 Swaanswyk Road
Tokai, 7945
William (Bill) Alan Nairn
Position Independent non-executive
director
Business address 87 Central Avenue
Athol, Sandton, 2196
Anthony (Tony) Adrian Routledge
Position Independent non-executive
director
Business address 148 Grosvenor Road
Bryanston, 2196
Mahlape Sello
Position Independent non-executive
director
Business address Fountain Chambers
86 Maude Street
Sandton, 2146
Sibusiso Patrick Sibisi
Position Independent non-executive
director
Business address Council for Scientific and
Industrial Research (CSIR)
Meiring Naude Road
Brummeria, 0184
Royden Thomas Vice
Position Independent non-executive
director
Business address 3rd Floor, Fredman Towers
13 Fredman Drive
Sandton, 2196
9 DOCUMENTATION
The Rights Offer Circular (incorporating revised listing particulars)
providing full details of the Rights Offer will be posted to Shareholders
holding Murray & Roberts shares in certificated form, located outside of
the United States, Australia, Canada, Japan and Hong Kong, or any other
jurisdiction where such distribution would be unlawful and to those
dematerialised Shareholders who have requested to receive copies of
circulars, on or about Monday, 26 March 2012. The Circular will be
available on Murray & Roberts` website at www.murrob.com on or about
Monday, 26 March 2012. Copies of the Rights Offer Circular (incorporating
revised listing particulars) can be obtained during normal business hours
from the opening of the Rights Offer to the closing of the Rights Offer at
the registered office of Murray & Roberts: Douglas Roberts Centre, 22 Skeen
Boulevard, Bedforview, 2007 and at the offices of the Company`s transfer
secretaries: Link Market Services South Africa (Pty) Ltd, 13th Floor Rennie
House, Ameshoff Street, Braamfontein, 2001.
10 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As the final terms and pro forma financial effects of the Rights Offer have
been announced, caution is no longer required to be exercised by
Shareholders when dealing in their Murray & Roberts shares.
11 FORWARD LOOKING STATEMENTS
This announcement includes certain "forward-looking statements" that
reflect the current views or expectations of the Board with respect to
future events and financial and operational performance. All statements
other than statements of historical fact are, or may be deemed to be,
forward-looking statements, including, without limitation, those
concerning: the Group`s strategy; the economic outlook for the industry;
use of the proceeds of the Rights Offer; and the Group`s liquidity and
capital resources and expenditure. These forward-looking statements are not
based on historical facts, but rather reflect the Group`s current plans,
estimates, projections and expectations concerning future results and
events and generally may be identified by the use of forward-looking words
or phrases such as "believe", "expect", "anticipate", "intend", "should",
"planned", "may", "potential" or similar words and phrases.
Bedfordview
8 March 2012
Joint Global Coordinator and Joint Global Coordinator,
Joint Bookrunner Joint Bookrunner and
JP Morgan Transaction Sponsor
Standard Bank
Lead Independent Sponsor Independent reporting
Deutsche Securities (SA) (Pty) accountants
Ltd Deloitte & Touche
South African legal advisors Legal advisors to the Company
to the CompanyWebber Wentzel as to US and English law
Linklaters LLP
South African legal advisors Legal advisors to the Joint
to the Joint Global Global Coordinators as to US
Coordinators and English law
Werksmans Latham & Watkins (London) LLP
Notice to Recipients
The distribution of this announcement in certain jurisdictions may be
restricted. This announcement does not constitute an offer of, or an invitation
to purchase, any securities of the Company in any jurisdiction.
This announcement is not an offer for the sale of securities. The securities
discussed herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any
securities laws of any state or other jurisdiction of the United States and may
not be offered, sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States absent an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Company does not intend
to register any part of the Rights Offer in the United States.
J.P. Morgan and Standard Bank are acting exclusively for the Company and no one
else in connection with the Rights Offer. They will not regard any other person
(whether or not a recipient of this announcement) as their respective clients in
relation to the Rights Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to their respective clients
nor for giving advice in relation to the Rights Offer or any transaction or
arrangement referred to herein. No representation or warranty, express or
implied, is made by J.P. Morgan and Standard Bank as to the accuracy,
completeness or verification of the information set forth in this announcement,
and nothing contained in this announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past or the future.
J.P. Morgan and Standard Bank assume no responsibility for its accuracy,
completeness or verification and, accordingly, disclaim, to the fullest extent
permitted by applicable law, any and all liability which they might otherwise be
found to have in respect of this announcement or any such statement.
Date: 08/03/2012 11:26:02 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.
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