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GEN - General - ATON GmbH - Firm Intention Announcement
ATON GmbH
(Incorporated in Munich, Germany)
Registration number with the commercial register at the local court of Munich
HRB 193331
(“ATON”)
ANNOUNCEMENT OF ACQUISITION OF SHARES AND AGREEMENT TO ACQUIRE FURTHER SHARES
Shareholders of M&R (“M&R Shareholders”) are referred to the firm intention
announcement published on SENS by ATON on 26 March 2018 (“Firm Intention
Announcement”), in terms of which M&R Shareholders were advised that, on 23 March
2018, ATON notified the board of directors of M&R (“M&R Board”) that ATON has the
firm intention to make an offer, through its nominated wholly-owned subsidiary
ATON Austria Holding GmbH (“ATON AT”), to all M&R Shareholders other than ATON or
ATON’s affiliates (“Offer”), to acquire all the remaining issued and to be issued
ordinary shares of M&R not already owned by ATON or any of its affiliates(“Offer
Shares”), at a price of ZAR15.00 per Offer Share (“Offer Price”), on the basis
set out in the Firm Intention Announcement.
SETTLEMENT OF AGREEMENT TO ACQUIRE FURTHER M&R SHARES
The Firm Intention Announcement advised that ATON had reached an agreement to
acquire 13,671,480 ordinary shares in M&R (“M&R Shares”).
M&R Shareholders are now advised that the acquisition of those M&R Shares at a
purchase price of ZAR15.00 per share was settled on 29 March 2018 and is now
complete.
ATON therefore now holds 147,085,819 M&R Shares representing approximately 33.1%
of the entire issued share capital of M&R, which translates to approximately 33.3%
of the voting rights of M&R taking into account non-voting shares including those
repurchased by M&R under its share repurchase programme until 2 November 2017.
FORWARD SALE AGREEMENT TO ACQUIRE SHARES FROM ALLAN GRAY
The Firm Intention Announcement further advised M&R Shareholders that ATON has an
irrevocable undertaking from Allan Gray*, in terms of which Allan Gray has
irrevocably undertaken, with respect to 48 434 209 issued ordinary shares in M&R
owned beneficially by Allan Gray’s clients (the “AG-Client Shares”), and on the
terms and subject to the conditions of such irrevocable undertaking, to accept
the Offer on its terms and subject to its conditions.
Further to that announcement, M&R Shareholders are advised that ATON AT has reached
an agreement with Allan Gray in terms of which Allan Gray has agreed, to sell to
ATON AT, 29 005 926 issued ordinary shares (“Sale Shares”) in M&R at a purchase
price of ZAR15.00 (fifteen Rand) per Sale Share (“Forward Sale Agreement”), such
shares currently forming part of the AG-Client Shares. The acquisition under the
Forward Sale Agreement shall take effect following the opening of the Offer, being
the first business day after posting of the Offer document. Accordingly the Sale
Shares shall not form part of the Offer. Additionally, subject to and only once
Allan Gray has transferred the Sale Shares to ATON AT in terms of the Forward Sale
Agreement, the existing irrevocable undertaking between ATON and Allan Gray shall
terminate automatically.
Following settlement of the Forward Sale Agreement, ATON will hold 176,091,745
M&R Shares, representing approximately 39.6% of the entire issued share capital
of M&R, which translates to approximately 39.8% of the voting rights of M&R on
the same assumptions as set out above.
* All references to Allan Gray in this announcement are to Allan Gray acting not
as principal but on behalf of its clients, which clients are the beneficial and/or
registered owners of the relevant M&R Shares.
RESPONSIBILITY STATEMENT
Subject to the disclaimer below, the ATON board accepts responsibility for the
information contained in this firm intention announcement, accepts full
responsibility for the accuracy of such information and certifies that, to the
best of its knowledge and belief, the information contained in this firm intention
announcement is true and nothing has been omitted which is likely to affect the
importance of the information.
Financial advisor to ATON
Macquarie
Legal advisor to ATON
Bowmans
Date: 29/03/2018 05:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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