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Update announcement regarding the potential combination of Murray & Roberts and Aveng and withdrawal of cautionary
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 the “Company”)
UPDATE ANNOUNCEMENT REGARDING THE POTENTIAL COMBINATION OF
MURRAY & ROBERTS AND AVENG LIMITED AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS by Aveng Limited
(“Aveng”) on Tuesday, 29 May 2018, providing an update regarding the potential
combination of Murray & Roberts and Aveng (“Potential Transaction”) and its Capital
Markets Transaction.
Murray & Roberts and Aveng continue to pursue the fulfilment of the pre-conditions to
Murray & Roberts making a formal offer to Aveng shareholders, as set out in paragraph 4
of the announcement released on SENS on Friday, 18 May 2018. Both companies are
currently in the process of conducting a reciprocal due diligence. The board of directors of
Murray & Roberts (“Murray & Roberts Board”) remains supportive of Aveng proceeding to
implement its proposed rights offer and sale of identified non-core assets, irrespective of
whether the Potential Transaction proceeds or not.
Shareholders are reminded that no formal offer has been made yet.
2. SHAREHOLDER ENGAGEMENT ON THE POTENTIAL TRANSACTION
Shareholders are advised that engagement with shareholders of Murray & Roberts and
Aveng regarding the strategic rationale and proposed terms of the Potential Transaction
has to date been positive. The Murray & Roberts Board continues to believe in the strategic
and financial merits of the Potential Transaction and the potential benefits for the
shareholders of both companies, including ATON GmbH (“ATON”).
Murray & Roberts and ATON have agreed to meet in order to discuss the merits of the
Potential Transaction, with the aim to procure ATON’s support.
The Murray & Roberts Board will continue to pursue the Potential Transaction, including
obtaining the requisite approvals in terms of section 126 of the Companies Act, 2008 on or
about Tuesday, 19 June 2018.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The Murray & Roberts Board is of the view that all the information relating to the Potential
Transaction is now in the public domain. The cautionary announcement is hereby
withdrawn and shareholders are no longer required to exercise caution when dealing in
Murray & Roberts shares.
4. RESPONSIBILITY STATEMENT
The Murray & Roberts Board accepts responsibility for the information contained in this
announcement and certify that, to the best of their 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.
Bedfordview
31 May 2018
Financial adviser and transaction sponsor
Deutsche Bank
Legal adviser
Webber Wentzel
Sponsor
Deutsche Securities (SA) Proprietary Limited
Date: 31/05/2018 07:56:00 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.
