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Announcement regarding the media statement by ATON GmbH and application to the Competition Tribunal
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1948/029826/06
JSE share code: MUR
ISIN: ZAE000073441
(“Murray & Roberts” or “the Company”)
ANNOUNCEMENT REGARDING THE MEDIA STATEMENT BY ATON GMBH (“ATON”) AND APPLICATION
TO THE COMPETITION TRIBUNAL
On Thursday, 7 June 2018, ATON GmbH (“ATON”) released a media statement (“ATON Media Statement”)
setting out its views and assumptions on the potential combination of Murray & Roberts and Aveng Limited
(“Aveng”) (“Potential Transaction”).
Whilst the board of directors of Murray & Roberts (“Board”) respects the right of any shareholder of the Company
to express their views, it is disappointed by the manner in which ATON, as both an offeror and the Company’s
material minority shareholder, has chosen to engage with the Company on this matter.
The Board and management of Murray & Roberts has sought to engage with ATON on an urgent basis since
the SENS announcement regarding the Potential Transaction was published on 18 May 2018. Due to ATON’s
availability, the first meeting between the Company and ATON regarding the Potential Transaction will only take
place next week.
In light of the ATON Media Statement and ahead of the meeting with ATON, the Board takes this opportunity to
reiterate to shareholders that:
* the strategic rationale for the potential combination of Murray & Roberts’ Oil & Gas and Underground Mining
platforms with Aveng’s McConnell Dowell and Moolmans businesses is compelling;
* the Potential Transaction, if implemented, will further enable Murray & Roberts’ stated strategy as a
multinational engineering and construction group, through the benefits of both scale and synergy to the benefit
of all shareholders;
* other than McConnell Dowell and Moolmans, the rest of Aveng is clearly non-core for Murray & Roberts and
will be disposed for value in an orderly manner. The Board is actively considering various alternatives in this
regard;
* the Board is cognisant of the challenges faced by Aveng and is accordingly conducting a due diligence review
to verify all fundamental assumptions prior to making a formal offer. The public announcement of the Potential
Transaction on 18 May 2018 prior to the due diligence review, was necessitated by virtue of Aveng’s capital
raising process.
At the general meeting on 19 June 2018 (“19 June Resolution”), the Board is requesting, as a preemptive matter,
that Murray & Roberts’ shareholders approve a resolution, in terms of section 126 of the Companies Act, 71 of
2008 dealing with frustrating action, that will only allow the Board to further develop the Potential Transaction,
not to approve it. If the 19 June Resolution is successfully passed by a simple majority of Murray & Roberts
shareholders, the Board will, subject to regulatory approvals, including approval from the Takeover Regulation
Panel, and the outcome of the due diligence, move to finalise the terms of the potential offer with the board of
directors of Aveng and present a formal offer to Aveng shareholders. The Potential Transaction will only
thereafter be presented to Murray & Roberts and Aveng shareholders for approval at a later date, if a formal
offer is made.
In addition to the meeting with ATON next week, the Board is continuing to regularly engage with all Murray &
Roberts’ shareholders regarding the Potential Transaction, including those that have already indicated support
for the Potential Transaction.
The Board believes that the minority shareholders in Murray & Roberts should have an opportunity to decide
whether Murray & Roberts further develops the Potential Transaction. ATON has made its opposition to the
Potential Transaction clear. Given the purpose of the 19 June Resolution and in the interests of all Murray &
Roberts shareholders, the Board requested ATON to undertake not to exercise the voting rights attached to any
shares acquired after 22 March 2018 (i.e. any shares in Murray & Roberts acquired by ATON or its affiliates as
part of its proposed merger in excess of the approximately 30% shareholding of Murray & Roberts), until it has
received the necessary merger control approval from the competition authorities. ATON rejected the Board’s
request. Accordingly, the Board has applied to the Competition Tribunal for appropriate relief.
RESPONSIBILITY STATEMENT
The 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
8 June 2018
Financial adviser and transaction sponsor
Deutsche Bank
Legal adviser
Webber Wentzel
Sponsor
Deutsche Securities (SA) Proprietary Limited
Date: 08/06/2018 05:02:00 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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