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Results of General Meeting to consider the required ordinary resolution in terms of section 126 of the Companies Act
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”)
RESULTS OF GENERAL MEETING TO CONSIDER THE REQUIRED ORDINARY RESOLUTION IN TERMS
OF SECTION 126 OF THE COMPANIES ACT
SUMMARY
* The board of directors of Murray & Roberts sought the approval of Murray & Roberts shareholders in terms of
section 126 ("S126 Resolution") of the Companies Act, 71 of 2008 ("Companies Act") dealing with frustrating
action as a pre-condition to continuing to develop the potential transaction with Aveng Limited
* The required S126 Resolution was approved by the requisite majority of Murray & Roberts shareholders at the
general meeting of Murray & Roberts shareholders held today, Tuesday, 19 June 2018
* 91.77% of the total issued share capital of Murray & Roberts or 92.28% of the votable shares as at the voting
record date were either present in person or represented by proxy at the general meeting
* The Competition Tribunal restriction did not apply as a result of shareholder representation at the general
meeting and ATON GmbH was eligible to vote its full interest at the general meeting
* Of the shares voted at the General Meeting, other than the shares held by ATON, 99,63% were voted in favour
of the S126 Resolution
* Approval of the Takeover Regulation Panel in terms of section 126 of the Companies Act will now be sought
1. Introduction
Murray & Roberts shareholders are referred to:
1. the detailed cautionary announcement (“Announcement”) published by the Company on Friday, 18 May 2018
regarding the potential combination of Murray & Roberts and Aveng Limited (“Aveng”) (“Potential
Transaction”); and
2. the notice of general meeting regarding the S126 Resolution dated Monday, 21 May 2018, posted on the
same date.
Section 126 of the Companies Act deals with the prohibition of frustrating action in the event that a company is
the subject of an offer. Section 126, however, provides that a company may take such actions where it has
obtained the approval of both the shareholders of the Company in a general meeting and the Takeover
Regulation Panel (“TRP”) (“S126 Approvals”).
The Company is currently the subject of an offer by ATON GmbH (“ATON”) (“ATON Offer”). Frustrating action
includes any action by the Company outside the ordinary course of business. Notwithstanding that the Potential
Transaction was being investigated prior to ATON making the ATON Offer, the board of directors of Murray &
Roberts (“Board”) is acutely aware of its obligations in the circumstances. Accordingly, the Board immediately
took steps to seek the S126 Approvals. The S126 Approvals are pre-conditions to Murray & Roberts making a
formal offer to the shareholders of Aveng.
Importantly, the S126 Approvals are being sought to allow the Board to further develop the Potential Transaction
and finalise the terms of a scheme of arrangement with the board of directors of Aveng. If obtained, the making
of a formal offer will still be subject to fulfilment of the other pre-conditions specified in the Announcement,
including the satisfactory completion of a due diligence review by Murray & Roberts on Aveng. Only once the
pre-conditions have been fulfilled and a formal offer made by Murray & Roberts, will the Board present the terms
of the Proposed Transaction to shareholders for approval.
2. Results of the general meeting
Shareholders are advised that at the general meeting of Murray & Roberts shareholders held today, Tuesday,
19 June 2018 (“General Meeting”), the S126 Resolution was approved by the requisite majority.
As at Friday, 8 June 2018, being the voting record date (“Voting Record Date”), the total number of issued Murray
& Roberts ordinary shares was 444 736 118. The number of Murray & Roberts shares present or represented
by proxy at the General Meeting was 408,146,431 representing 91.77% of the total issued share capital and
92.28% of the votable shares as at the Voting Record Date. The Board is pleased by the high turn out by Murray
& Roberts shareholders at the General Meeting.
Details of the voting results in respect of the S126 Resolution are as follows:
TOTAL SHARES VOTED SHARES
ABSTAINED
RESOLUTION FOR AGAINST NUMBER %* %*
(%) (%)
Ordinary Resolution 1
Section 126 (1) of the Act approval 52.0630 47.9370 408,125,334 91.77 0.0047
*Expressed as a percentage of 444 736 118 Murray & Roberts ordinary shares in issue as at the Voting Record Date.
3. Voting by ATON
As at the Voting Record Date, ATON GmbH and its affiliates held 194,855,660 Murray & Roberts shares,
representing approximately 44.05% of the votable shares. ATON gave letters of representation to its agents and
the right to vote in respect of all their shares. Due to the high percentage of votable shares in attendance (in
person or by proxy) at the General Meeting, there was no voting restriction placed on ATON.
Of the shares voted at the General Meeting, other than the shares held by ATON, 99,63% were voted in favour
of the S126 Resolution.
Shareholders are referred to the announcement released on Monday, 18 June 2018 regarding the outcome of
the hearing of the Competition Tribunal held on Friday, 15 June 2018. The Competition Tribunal interdicted and
restrained ATON and its agents from voting, or otherwise exercising any voting rights attached to any shares
representing more than 50% less than 1 vote of the votes cast in respect of the ordinary resolution considered
at the General Meeting.
4. TRP approval
As the S126 Resolution has been successfully approved by the requisite majority of Murray & Roberts
shareholders, the Board will now seek the approval of the TRP as required in terms of section 126 of the
Companies Act.
5. Responsibility statement
The Board accepts responsibility for the information contained in this announcement 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.
Bedfordview
19 June 2018
Sponsor
Deutsche Securities (SA) Proprietary Limited
Date: 19/06/2018 01:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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