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
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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.