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MURRAY & ROBERTS HOLDINGS LIMITED - Posting of Annual Integrated Report, Notice of Annual General Meeting and Posting of the Circular

Release Date: 07/10/2013 16:10
Code(s): MUR     PDF:  
Wrap Text
Posting of Annual Integrated Report, Notice of Annual General Meeting and 
Posting of the Circular

MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1948/029826/06
JSE Share Code: MUR
ADR Code: MURZY
ISIN: ZAE000073441
(Murray & Roberts or Company)


POSTING OF ANNUAL INTEGRATED REPORT, NOTICE OF ANNUAL GENERAL MEETING AND 
POSTING OF THE CIRCULAR TO SHAREHOLDERS REGARDING THE PROPOSED ACQUISITION OF 
CLOUGH LIMITED


1.  ANNUAL INTEGRATED REPORT AND NOTICE OF ANNUAL GENERAL MEETING

Further to the announcement released on the Stock Exchange News Service 
(SENS) of JSE Limited (JSE) with regards to Murray & Roberts preliminary 
report for the year ended 30 June 2013, on Wednesday, 28 August 2013, 
shareholders are advised that the Annual Integrated Report of 
Murray & Roberts for the year ended 30 June 2013, which incorporates the 
annual financial statements and notice of the annual general meeting, has 
been distributed to shareholders today, Monday, 7 October 2013. The Annual 
Integrated Report is also available to be viewed on www.murrob.com.

The annual financial statements contain no changes or modifications to the 
audited preliminary results released on SENS on Wednesday, 28 August 2013. 
The annual financial statements are audited by Deloitte & Touche whose 
unmodified audit opinion is available for inspection at the registered office 
of the Company. 

Notice is given that the 65th annual general meeting of the Company will be 
held at the registered office of the Company, Douglas Roberts Centre, 
22 Skeen Boulevard, Bedfordview, Johannesburg on Wednesday, 6 November 2013 
at 11:00.

The record date for shareholders to be registered in the register of the 
Company for purposes of being entitled to participate in and vote at the 
annual general meeting, is Friday, 1 November 2013. Accordingly, the last 
date to trade in order to be registered in the Companys register of 
shareholders on the record date is Friday, 25 October 2013. 

2.  POSTING OF CIRCULAR TO SHAREHOLDERS REGARDING THE PROPOSED ACQUISITION

2.1 INTRODUCTION

Shareholders are referred to the announcements released on SENS on Tuesday,
 30 July 2013 and Thursday, 29 August 2013, in which Murray & Roberts 
announced a proposal to acquire all of the ordinary shares in Clough Limited 
(Clough) that Murray & Roberts does not already own at A$1.46 cash per 
share (Proposed Acquisition). 

On 28 August 2013, Murray & Roberts entered into a binding Scheme 
Implementation Agreement (SIA) to give effect to the Proposed Acquisition. 
The SIA outlines the process and terms under which Murray & Roberts will make 
an offer to acquire the remaining 38.4% of shares in Clough by way of a 
Scheme of Arrangement (Scheme) under the Australian Corporations Act 2001 
(Cth) (Corporations Act). The Scheme supersedes the terms of the Proposed 
Acquisition announced on Tuesday, 30 July 2013.

2.2  POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

The circular containing full details of the Proposed Acquisition and 
incorporating a notice of general meeting of Murray & Roberts shareholders 
was posted to shareholders today, Monday, 7 October 2013 (Circular).

Shareholders are advised that the general meeting will be held at 
Murray & Roberts offices, Douglas Roberts Centre, 22 Skeen Boulevard, 
Bedfordview, Johannesburg on Wednesday, 6 November 2013, immediately 
following the annual general meeting, for the purpose of considering and, if 
deemed fit, passing with or without modification, the ordinary resolutions 
relating to the Proposed Acquisition. 

The Circular is also available on the Murray & Roberts website hosted at 
www.murrob.com.


2.3 SALIENT DATES AND TIMES

The important dates and times relating to the Proposed Acquisition are set 
out below:

Key action                                            2013
Posting Record Date to be eligible to receive 
the Circular                                          Friday 27 September
Posting of Circular to Murray & Roberts Shareholders  Monday 7 October
First Court Date*                                     Tuesday 8 October
Posting of Scheme Booklet on or about*                Monday 14 October
Last Day to Trade to participate in and vote at 
the General Meeting                                   Friday 25 October
Voting Record Date to participate in and vote at 
the General Meeting                                   Friday 1 November
Last day to lodge forms of proxy in respect of 
the General Meeting by 11:00                          Monday 4 November
General Meeting to be held immediately following 
the conclusion of the Annual General Meeting 
scheduled at 11:00 on the same date                   Wednesday 6 November
Results of General Meeting released on SENS           Wednesday 6 November
Result of General Meeting published in the 
South African press                                   Thursday 7 November
Clough General Meeting and Scheme Meeting*            Friday 15 November
Second Court Date*                                    Wednesday 20 November
Suspension of trading in Clough shares on 
Australian Stock Exchange*                            Thursday 21 November
Clough Special Dividend payment date                  Thursday 3 December
Scheme Implementation Date and payment of 
Scheme Consideration*                                 Wednesday 11 December
* Applicable to Clough shareholders only

Notes:
1.  The above dates and times are subject to amendment. Any material 
amendment will be released on SENS and published in the South African press.
2.  All times quoted in the Circular are local times in South Africa on a 
24-hour basis, unless specified otherwise.
3.  No orders to dematerialise or rematerialise securities will be processed 
from the Business Day following the Last Day to Trade up to and including 
the Voting Record Date, but such orders will again be processed from the 
first Business Day after the Voting Record Date.
4.  The certificated register will be closed between the Last Day to Trade 
and the Voting Record Date.
5.  If the General Meeting is adjourned or postponed, forms of proxy 
submitted for the General Meeting will remain valid in respect of any 
adjournment or postponement of the General Meeting unless the contrary is 
stated on such form of proxy.

Bedfordview 
7 October 2013

JSE sponsor: 
Deutsche Securities (SA) Proprietary Limited

Lead JSE sponsor in regard to the Proposed Acquisition: 
Macquarie First South Capital Proprietary Limited

Exclusive financial adviser:
Macquarie First South Capital Proprietary Limited / 
Macquarie Capital (Australia) Limited

Independent reporting accountants and auditors: 
Deloitte & Touche

Legal counsel: 
Webber Wentzel / Corrs Chambers Westgarth

Date: 07/10/2013 04:10:00 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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