CANCELLATION OF S329898 Disposal by Clough Limited of its Forge shareholding MURRAY & ROBERTS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1948/029826/06 JSE Share Code: MUR ADR Code: MURZY ISIN Code: ZAE000073441 (“Murray & Roberts” or the “Company”) DISPOSAL BY CLOUGH LIMITED OF ITS FORGE SHAREHOLDING 1. INTRODUCTION Murray & Roberts shareholders are advised that 62% held Australian listed subsidiary Clough Limited (“Clough”), has concluded a Block Trade Agreement with Macquarie Capital (Australia) Limited to underwrite the sale of approximately 30.9 million shares in Forge Group Limited ("Forge") at a price of AUD6.05 per share (the “Transaction”). Forge is listed on the Australian Securities Exchange (“ASX”) and the transaction has been effected on ASX. The gross proceeds of the sale were approximately AUD187 million. Following the completion of the sale, Clough will no longer hold any shares in Forge. Shareholders are also referred to today’s announcements by Clough and Forge on ASX for information. 2. CONDITIONS PRECEDENT The Transaction was concluded on the ASX earlier today and cash proceeds are expected to be received by Clough towards the end of this week. 3. NATURE OF BUSINESS OF CLOUGH AND FORGE Clough is an engineering and project services contractor servicing the Energy & Chemical and Mining & Mineral markets in Australia and Papua New Guinea. Clough’s services range from early concept evaluation and feasibility studies through design, construction, commissioning and long-term asset support and optimisation. Forge Group is a fully integrated, multidisciplinary Engineering, Procurement and Construction (EPC) service provider, delivering end-to-end EPC turnkey solutions to the power and infrastructure, mineral and resources and oil and gas sectors across Western Australia, Queensland, South Australia and further afield in New Zealand. 4. RATIONALE Clough has supported the growth of Forge as it has developed into a successful engineering and construction company over the past few years. Forge has delivered strong growth and has been an outstanding investment for Clough. Clough intends to use the proceeds from the sale of the Forge shareholding to deliver shareholder value through strategic acquisitions and/or capital management initiatives. 5. CONSIDERATION RECEIVED The total cash consideration to be received by Clough in respect of the Transaction will be approximately AUD187 million gross of transaction costs. 6. CATEGORISATION OF THE TRANSACTION In terms of the JSE Limited 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 2012 for purposes of the Statement of Financial Performance and at 31 December 2012 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 in equity, results of operations or cash flows of the Group after the Transaction. Before the After the Percentage (1) Transaction Transaction change EPS (ZA cents) - Diluted 64 116 81.3% - Basic 64 117 82.8% HEPS (ZA cents) - Diluted 69 56 -18.8% - Basic 69 57 -17.4% Net asset value per ordinary shareholder 14 15 7.1% per share (ZA cents) Net tangible asset value per ordinary 12 13 8.3% shareholder per share (ZA cents) Weighted average number of shares in issue* (‘000) - Diluted 410 808 410 808 0.00% - Basic 406 796 406 796 0.00% *excludes treasury shares Notes: 1. The “Before” financial information has been extracted, with the exception of net tangible asset per share without adjustment, from the Group’s published reviewed interim results for six months ended 31 December 2012. 2. The pro forma “After” financial information comprises the “Before” financial information adjusted for the following principal assumptions: a. The investment in Forge Group Limited is sold for gross proceeds of AUD187 million. b. A profit on sale, net of taxation, is recognised in the statement of financial performance. c. Interest income is earned on the proceeds at a rate of 4% and taxed at a rate of 30%. d. No income from associate is earned from Forge Group Limited for the period 1 July 2012 - 31 December 2012. e. Non-controlling interest effects on the above transactions have been taken into account at 38%. f. The profit on sale is excluded for headline earnings calculation net of taxation and non-controlling interest effects. 3. The impact of the Transaction on the Group’s net asset value and net tangible asset value at 31 December 2012 is an increase of 1 cents for NAV & no effect on NTAV. 4. 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. 8. RENEWAL OF CAUTIONARY ANNOUNCEMENT This announcement is unrelated to the cautionary announcement included in the reviewed interim results announcement dated 28 February 2013, which outlines the proposed disposal of the companies and underlying assets held in the Construction Products Africa platform. Shareholders are advised that negotiations are still in progress with potential buyers with regard to the proposed disposal of the companies and underlying assets held in the Construction Products Africa Platform. Accordingly, shareholders are advised to continue exercising caution when dealing in the company’s securities until a full announcement is made. Bedfordview 25 March 2013 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 26/03/2013 08:29:59 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.