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ATON - Announcement of acquisition of ord shares of Murray & Roberts /Intention to waive minimum acceptanc condition
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”) AND ATON’S INTENTION TO WAIVE MINIMUM
ACCEPTANCE CONDITION
Shareholders of M&R (“M&R Shareholders”) are referred to the offer made by ATON,
acting through its wholly-owned subsidiary ATON Austria Holding GmbH, a company
registered in Austria with registration number FN 444911 g (“ATON AT”) to all
M&R Shareholders (other than ATON or its affiliates) to acquire all or a portion
of the remaining 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 on the basis set out in the offer document (“Offer
Circular”) posted to M&R Shareholders eligible to participate in the Offer, and
published by ATON on its web site dedicated to the Offer: www.aton-offer.com/ on
Monday, 9 April 2018.
M&R Shareholders are advised that on Wednesday 23 May 2018 ATON AT acquired
18,254,275 shares on market for an average consideration of R16.99 (sixteen rand
ninety nine cents) per M&R Share and a maximum consideration of R17.00
(seventeen rand) per M&R Share.
Following settlement of the acquisition of such M&R Shares on Monday 28 May
2018, ATON will hold 194,352,620 ordinary shares in M&R, representing
approximately 43.70% of the entire issued share capital of M&R, which translates
to approximately 43.94% of the voting rights of M&R, taking into account non-
voting shares including those repurchased by M&R under its share repurchase
programme up to 2 November 2017.
As a result of such acquisition, in terms of Regulation 111(6) of the Takeover
Regulations promulgated under the Companies Act, 2008, ATON is required to
increase the offer consideration for its Offer to ZAR17.00 (seventeen rand) per
M&R Share. ATON shall publish an appropriate announcement regarding the
increased offer consideration in due course.
M&R Shareholders who have accepted the Offer shall be entitled to receive the
increased offer consideration and need not take any further action.
ANNOUNCEMENT OF ATON’S INTENTION TO WAIVE THE MINIMUM ACCEPTANCE CONDITION
Consistent with ATON’s reservation of its right to waive the minimum acceptance
condition in paragraph 4.2.1.1 of the Offer Circular, ATON advises M&R
Shareholders that it intends to waive the minimum acceptance condition. In this
regard, ATON has commenced engagements with the TRP in order to give effect to
such waiver, and will publish an appropriate announcement in due course
regarding ATON’s waiver of the minimum acceptance condition.
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
24 May 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 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: 25/05/2018 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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