MURRAY & ROBERTS HOLDINGS LIMITED - Murray & Roberts withdraws proposal regarding the potential combination with Aveng Limited

Murray & Roberts withdraws proposal regarding the potential combination with Aveng Limited

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”)

MURRAY & ROBERTS WITHDRAWS PROPOSAL REGARDING THE POTENTIAL COMBINATION WITH AVENG LIMITED

Shareholders are referred to announcements released by the Company on SENS on 6 July
2018 and 2 August 2018 respectively describing two recent developments impacting Murray
& Roberts’ consideration of the potential combination with Aveng Limited (“Aveng”) (“Potential
Transaction”), namely:

i. the acquisition by ATON GmbH (“ATON”) of an approximately 25% shareholding in Aveng,
   resulting in ATON establishing negative control in both Aveng and Murray & Roberts; and

ii. the ruling by the Takeover Special Committee (“TSC”) overturning the prior approval given
    by the Takeover Regulation Panel (“TRP”) in terms of section 126 of the Companies Act,
    71 of 2008, allowing Murray & Roberts to continue to develop the Potential Transaction in
    parallel with ATON’s mandatory offer. The TRP’s approval followed the approval by Murray
    & Roberts’ shareholders in general meeting.

Having considered these developments and its options, the board of directors of Murray &
Roberts (“Board”) is of the view that the prospects of successfully implementing the Potential
Transaction are limited. Accordingly, the Board has resolved to withdraw its proposal
regarding the potential combination. This decision has been formally communicated to Aveng.

The Board is disappointed with the decision reached by the TSC, in light of the prior approval
given by Murray & Roberts’ shareholders to continue to develop the Potential Transaction.
The Board has, however, resolved not to take the TSC’s decision on review at this time and
continues to reserve its rights in this regard.

Notwithstanding the decision to withdraw, the Board wishes to reaffirm its view that the
strategic rationale for the combination of Murray & Roberts and Aveng remains compelling.
The Board will continue to evaluate the possibility of revisiting the Potential Transaction in
future.

RESPONSIBILITY STATEMENT
The Board accepts responsibility for the information contained in this announcement and
certifies 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 August 2018

Financial adviser and transaction sponsor
Deutsche Bank

Legal adviser
Webber Wentzel

Sponsor
Deutsche Securities (SA) Proprietary Limited

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