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ATON GmbH - Announcement of withdrawal of voluntary offer, salient dates and posting of offer circular
ATON GmbH
Incorporated in Munich, Germany
Registration number with the commercial register at the local court of Munich
HRB 193331
(“ATON”)
ANNOUNCEMENT OF WITHDRAWAL OF VOLUNTARY OFFER, SALIENT DATES AND POSTING OF OFFER
CIRCULAR REGARDING ATON’S MANDATORY OFFER TO ACQUIRE ALL THE ISSUED SHARES OF
MURRAY & ROBERTS HOLDINGS LIMITED (“M&R”), NOT ALREADY OWNED BY ATON OR ITS
AFFILIATES AT ZAR17.00 PER SHARE, PAYABLE IN CASH
Shareholders of M&R (“M&R Shareholders”) are referred to the firm intention
announcement published on SENS by ATON on Monday, 28 May 2018 (“Firm Intention
Announcement”), in terms of which M&R Shareholders were advised that ATON, has
the firm intention to make through its wholly-owned subsidiary ATON Austria Holding
GmbH, a mandatory offer 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 an offer consideration of ZAR17.00 per Offer Share, on the basis set out in
the Firm Intention Announcement. M&R Shareholders were further advised that ATON
intended posting the Offer document (“Offer Circular”) on 31 May 2018, and in any
event within one month from the date of the Firm Intention Announcement, in terms
of section 123 of the Companies Act, 71 of 2008.
In terms of the Firm Intention Announcement, ATON announced the withdrawal of the
Voluntary Offer (as defined in the Offer Circular) with effect from the date and
time at which the Offer opens. Accordingly, the Voluntary Offer is withdrawn as
at 09:00, Tuesday 5 June 2018.
POSTING OF OFFER CIRCULAR TO M&R SHAREHOLDERS AND PUBLICATION OF OFFER CIRCULAR
ON ATON’S WEB SITE
Further to the Firm Intention Announcement, M&R Shareholders are advised that ATON
on:
(i) Monday, 4 June 2018, posted the Offer Circular to M&R Shareholders eligible
to participate in the Offer, at the addresses registered in the securities register
of M&R maintained by M&R's transfer secretaries, Link Market Services South Africa
Proprietary Limited on the posting record date stipulated below; and
(ii) Tuesday, 5 June 2018, published the Offer Circular on its web site dedicated
to the Offer: www.aton-offer.com/.
SALIENT DATES AND TIMES OF THE OFFER
The salient dates and times relating to the Offer are set out below. Capitalised
terms bear the same meaning as set out in the Offer Circular:
Posting record date to be eligible to receive Friday, 25 May 2018
Offer Circular
Posting date of Offer Circular Monday, 4 June 2018
SENS announcement confirming: (i) posting of Tuesday, 5 June 2018
Offer Circular; and (ii) publication of Offer
Circular on ATON’s web site
The Voluntary Offer is withdrawn at 09:00 on Tuesday, 5 June 2018
the Opening Date
The Offer opens at 09:00 on the Opening Date Tuesday, 5 June 2018
Last day for M&R independent board to post Monday, 2 July 2018
response circular
Acceptances may be withdrawn if the Offer has Wednesday, 5 September 2018
not been declared unconditional in all respects
Offer to be announced as being unconditional in within one Business Day after the
all respects Offer becomes unconditional in
all respects
The Closing Date anticipated to be a Friday no
earlier than 10 Business Days
following the date on which the
Offer becomes unconditional in
all respects
Last day to trade in M&R Shares in order to Tuesday prior to the Closing Date
participate in the Offer
Ex date Wednesday prior to the Closing
Date
Record Date in order to participate in the Offer the Closing Date
at 12:00 on
The Offer closes at 12:00 on the Closing Date
Payment of Offer Consideration to Offerees who see notes 13 and 14
accept the Offer
Results of the Offer to be released on SENS and
published in the South African press on the second Business Day after the
Closing Date
Notes:
1. All dates and times above and quoted generally in this announcement are South
African local times unless otherwise stated.
2. The above dates and times are reflected on the basis of a 24-hour clock (with
a day being a period of 24 hours running from midnight (00:00) to midnight
(24:00)). The above dates and times are subject to change in accordance with
the terms of the Offer Circular. Any such change shall be released on SENS
and published in the South African press.
3. The Offer must remain open for at least 30 Business Days after the Opening
Date.
4. An Offeree who has accepted the Offer may withdraw that acceptance, by notice
in writing delivered to ATON, if the Offer has not been declared wholly
unconditional by midnight on the 65th Business Day after the Opening Date.
5. An Offeree who has withdrawn an acceptance of the Offer, as contemplated in
note 4, may again accept the Offer in the manner provided in terms of the
Offer (see notes 7 and 8) at any time before the Closing Date, unless the
Offer has terminated. An Offeree may not withdraw acceptance and subsequently
re-accept the Offer more than once.
6. ATON reserves, in its sole and absolute discretion, the right to extend the
Offer Period and the Long Stop Date, in which event all amended dates and
times relating to the Offer will be released on SENS and published in the
South African press as per note 2 above.
7. Dematerialised Shareholders wishing to accept the Offer are required to notify
their CSDPs or brokers, as the case may be, of their intention to accept the
Offer in the manner stipulated in the custody agreements entered into between
such Dematerialised Shareholders and their CSDPs or brokers, as the case may
be.
8. Certificated Shareholders wishing to accept the Offer are required to complete
the form of acceptance, transfer and surrender (pink) in accordance with the
instructions therein to be received by the Receiving Agents by no later than
12:00 on the Closing Date.
9. In the event that the Conditions are not fulfilled or, where waiver or
adjustment is permitted, not waived or adjusted, by the Long Stop Date, the
contract of sale and purchase contemplated by the Offer will not come into
effect and all Documents of Title surrendered by the Offerees in respect of
the Offer will be returned to the Offerees concerned,at the risk of the
relevant Offerees.
10. In the event that the Conditions are not fulfilled or, where waiver or
adjustment is permitted, not waived or adjusted, Dematerialised Shareholders
are reminded that because the Offer is conditional, if they notify their
CSDPs or brokers, as the case may be, of their acceptance of the Offer in
anticipation of the Conditions being fulfilled or, where waiver or adjustment
is permitted, waived or adjusted, they will not be able to trade their M&R
Shares from the date they notify their CSDPs or brokers, as the case may be,
of their acceptance of the Offer until the date the contract of sale and
purchase contemplated by the Offer does not come into effect due to the
Conditions not being fulfilled or, where waiver or adjustment is permitted,
not waived or adjusted.
11. In the event that the Conditions are not fulfilled or, where waiver or
adjustment is permitted, not waived or adjusted, Certificated Shareholders
are reminded that because the Offer is conditional, if they surrender their
Documents of Title and accept the Offer in anticipation of the Conditions
being fulfilled or, where waiver or adjustment is permitted, waived or
adjusted, they will not be able to trade their M&R Shares from the date they
surrender their Documents of Title until the date the contract of sale and
purchase contemplated by the Offer does not come into effect due to the
Conditions not being fulfilled or, where waiver or adjustment is permitted,
not waived or adjusted.
12. Offerees are advised that should they notify their CSDPs or brokers, as the
case may be, of their acceptance of the Offer, in the case of Dematerialised
Shareholders, or should they surrender Documents of Title and accept the
Offer, in the case of Certificated Shareholders, for their Offer Shares on
or before the Closing Date, or any revised Closing Date, they are not
permitted to sell or trade their Offer Shares until the date the contract of
sale and purchase contemplated by the Offer does not come into effect due to
the Conditions not being fulfilled or, where waiver or adjustment is
permitted, not waived or adjusted and, in the case of Certificated
Shareholders, the Documents of Title are returned.
13. The Offer Consideration due to Dematerialised Shareholders will be credited
to their accounts with their CSDPs or brokers within the Offer Payment Period.
14. The Offer Consideration due to Certificated Shareholders will be settled
either by cheque(s), posted by registered post to the Certificated
Shareholders concerned, at their risk, or, if a Certificated Shareholder has
elected to receive the Offer Consideration by way of an EFT by completing
the relevant section of the form of acceptance, transfer and surrender (pink),
by way of EFT, in either case, within the Offer Payment Period.
15. M&R Shares may not be Dematerialised or rematerialised between commencement
of trade on the Ex date to the Record Date, both dates inclusive.
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 salient dates and posting of Offer Circular announcement is true
and nothing has been omitted which is likely to affect the importance of the
information.
Sandton
5 June 2018
Financial advisor to ATON
Macquarie
Legal advisor to ATON
Bowmans
THE OFFER 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: 05/06/2018 08:44:00 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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