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GEN -General - ATON GmbH - Announcement of Acquisition of Ordinary Shares of Murray & Roberts Holdings Limited
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 ORDINARY SHARES OF MURRAY & ROBERTS HOLDINGS LIMITED
(REG. NO. 1948/029826/06)(“M&R”) FROM ALLAN GRAY PROPRIETARY LIMITED (REG. NO.
2005/002576/07)(“ALLAN GRAY”)
Shareholders of M&R (“M&R Shareholders”) are referred to the announcement
published on SENS by ATON on Thursday, 29 March 2018, which advised M&R
Shareholders that ATON and its wholly-owned subsidiary, ATON Austria Holding GmbH
(Reg. No. FN 444911 g) (“ATON AT”), had reached an agreement with Allan Gray* in
terms of which Allan Gray had agreed to sell to ATON AT, and ATON AT had agreed
to acquire from Allan Gray, 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”). As announced, the acquisition of the Sale Shares by ATON AT under
the Forward Sale Agreement would take effect on the first business day following
the opening of the voluntary offer made by ATON (acting through ATON AT) to all
M&R Shareholders (other than ATON or its affiliates) to acquire all remaining
issued and to be issued ordinary shares of M&R (“M&R Shares”) not already owned
by ATON or its affiliates (”Offer”), at a purchase price of ZAR15.00 (fifteen
Rand) per M&R Share, as more fully set out in the firm intention announcement
published on SENS by ATON on Monday, 26 March 2018 (“Firm Intention Announcement”).
M&R Shareholders are further referred to the salient dates announcement published
by ATON on SENS on Monday, 9 April 2018, which advised M&R Shareholders that the
Offer Circular had been: (i) posted to M&R Shareholders eligible to participate
in the Offer; and (ii) published on ATON’s web site dedicated to the Offer
(www.aton-offer.com). The Offer opened the following business day, Tuesday 10
April 2018, at 09:00 SAST.
ACQUISITION BY ATON AT IN TERMS OF FORWARD SALE AGREEMENT WITH ALLAN GRAY
In connection with the foregoing, M&R Shareholders are advised that, in terms of
the Forward Sale Agreement, the acquisition by ATON AT of the Sale Shares took
effect on Wednesday, 11 April 2018, being the first business day after the opening
of the voluntary Offer. Pursuant to the Forward Sale Agreement, the Sale Shares
did not form part of the Offer.
Following settlement of the acquisition of the Sale Shares on Monday, 16 April
2018, ATON will hold 176,091,745 ordinary shares in M&R, 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.
TERMINATION OF IRREVOCABLE UNDERTAKING BETWEEN ATON AND ALLAN GRAY
M&R Shareholders are further referred to the announcement published on SENS by
ATON on Thursday, 29 March 2018, which advised that following the transfer of the
Sale Shares by Allan Gray to ATON AT in terms of the Forward Sale Agreement, the
irrevocable undertaking in terms of which Allan Gray had irrevocably undertaken
to accept the Offer, as more fully described in the Firm Intention Announcement,
shall terminate automatically.
* 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 ordinary shares in M&R.
RESPONSIBILITY STATEMENT
The ATON board accepts responsibility for the information contained in this
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 announcement is true and nothing has been omitted which is
likely to affect the importance of the information.
Sandton
13 April 2018
Financial advisor to ATON
Macquarie
Legal advisor to ATON
Bowmans
THE OFFER REFERRED TO IN THIS ANNOUNCEMENT IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, TELEPHONICALLY OR ELECTRONICALLY)
OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF THE NATIONAL SECURITIES
EXCHANGES OF A ANY JURISDICTION IN WHICH IT IS ILLEGAL OR OTHERWISE UNLAWFUL FOR
THE OFFER TO BE MADE OR ACCEPTED, INCLUDING (WITHOUT LIMITATION) AUSTRALIA, CANADA,
JAPAN AND THE UNITED STATES (ANY SUCH JURISDICTION, A “RESTRICTED JURISDICTION”),
AND THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR
FACILITY OR FROM WITHIN A RESTRICTED JURISDICTION. ACCORDINGLY, NEITHER COPIES OF
THE OFFER CIRCULAR NOR ANY RELATED DOCUMENTATION ARE BEING OR MAY BE MAILED OR
OTHERWISE DISTRIBUTED OR SENT IN OR INTO OR FROM A RESTRICTED JURISDICTION, AND
IF RECEIVED IN ANY RESTRICTED JURISDICTION, THE OFFER CIRCULAR SHOULD BE TREATED
AS BEING RECEIVED FOR INFORMATION PURPOSES ONLY.
Date: 13/04/2018 03:08:00 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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