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MURRAY & ROBERTS HOLDINGS LIMITED - Posting of response circular regarding the mandatory offer by ATON GmbH (ATON) (ATON Mandatory Offer)

Release Date: 02/07/2018 15:00
Code(s): MUR     PDF:  
Wrap Text
Posting of response circular regarding the mandatory offer by ATON GmbH (“ATON”) (“ATON Mandatory Offer”)

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”)

POSTING OF RESPONSE CIRCULAR REGARDING THE MANDATORY OFFER BY
ATON GMBH (“ATON”) (“ATON MANDATORY OFFER”)

1. INTRODUCTION

Shareholders are referred to the announcement released on SENS by ATON on Tuesday,
5 June 2018 regarding the formal withdrawal of ATON’s voluntary offer and the posting of
a new mandatory offer circular (“ATON Mandatory Offer Circular”), setting out the terms of
a new ATON Mandatory Offer at an increased offer consideration of ZAR17.00 per Murray
& Roberts’ ordinary share. In addition, Murray & Roberts’ shareholders are referred to the
announcement released on SENS by the independent board of Murray & Roberts
(“Independent Board”) on Monday, 18 June 2018 providing guidance to Murray & Roberts’
shareholders in relation to the ATON Mandatory Offer.

2. POSTING OF THE RESPONSE CIRCULAR

The Independent Board is required to post a new response circular setting out, inter alia,
the Independent Board’s recommendation on the ATON Mandatory Offer and guidance to
Murray & Roberts shareholders (“Response Circular”).

Murray & Roberts’ shareholders are hereby advised that the Response Circular, together
with the updated opinion of the independent expert (“Independent Expert opinion”), has
been posted to Murray & Roberts’ shareholders today and has been made available on the
Company’s website (www.murrob.com).

3. INDEPENDENT BOARD’S RECOMMENDATION

ATON’s increased cash offer price of ZAR17.00 per Murray & Roberts’ ordinary share
remains below the Independent Board’s view of a fair value price range for control of
between ZAR20.00 to ZAR22.00 (“Fair Value Range”) and is also below the trading price
of Murray & Roberts shares on the JSE as at 29 June 2018, which closed at ZAR17.51 per
Murray & Roberts’ share and has traded as high as ZAR19.19 per Murray & Roberts share
on Monday, 4 June 2018. The Independent Board notes that ATON is obliged to follow
through on its offer to acquire control of Murray & Roberts by way of the ATON Mandatory
Offer, unless the offer fails due to non-fulfilment of a condition precedent.

The Independent Board, supported by the updated Independent Expert opinion, is of the
view that the ATON Mandatory Offer continues to undervalue the strategic platforms and
business prospects of Murray & Roberts as it is below the Fair Value Range. The
Independent Board accordingly recommends that Murray & Roberts’ shareholders do not
accept the ATON Mandatory Offer.
The Independent Board continues to advise Murray & Roberts’ shareholders that they have
time to evaluate the ATON Mandatory Offer and therefore are not required to take any
action in relation to the ATON Mandatory Offer at this stage. In the event that the ATON
Mandatory Offer is declared unconditional in all respects, ATON is required to release an
announcement on SENS. Murray & Roberts shareholders will still have 10 business days
from the date of such announcement to accept the ATON Mandatory Offer, if they choose
to do so, on the terms offered by ATON at that time.

4. GUIDANCE FOR SHAREHOLDERS

Shareholders seeking assistance or having any questions regarding the ATON Mandatory
Offer or the Response Circular should contact:

Ed Jardim
Group Investor and Media Executive

Mobile: +27 83 357 6282
E-mail: eduard.jardim@murrob.com

5. RESPONSIBILITY STATEMENT

The Independent 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
2 July 2018

Financial adviser and transaction sponsor
Deutsche Bank

Legal adviser
Webber Wentzel

Independent expert
BDO Corporate Finance Proprietary Limited

Sponsor
Deutsche Securities (SA) Proprietary Limited

Date: 02/07/2018 03:00:00 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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