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CANCELLATION OF S416778 Further Extension Of The Long Stop Date For The Mandatory Offer By ATON GMBH
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”)
FURTHER EXTENSION OF THE LONG STOP DATE FOR THE MANDATORY OFFER BY ATON
GMBH (“ATON”)
1. INTRODUCTION
Murray & Roberts shareholders are referred to the announcement released by ATON on SENS this
morning, 27 June 2019, relating to a further extension of the long stop date for ATON's mandatory
offer to all Murray & Roberts shareholders, other than ATON or ATON's affiliates ("Mandatory
Offer") from Sunday, 30 June 2019 to Monday, 30 September 2019. ("ATON Announcement").
Unless otherwise indicated, capitalised words and expressions in this announcement have the
meanings ascribed to them in the Mandatory Offer circular ("Offer Circular") posted by ATON to
Murray & Roberts shareholders eligible to participate in the Mandatory Offer on Monday, 4 June
2018.
2. EXTENSION OF LONG STOP DATE
As it appears more fully in the ATON Announcement, the process of obtaining merger control
clearances and/or approvals from the competition authorities in respect of the Mandatory Offer is still
ongoing and will extend beyond the Long Stop Date of 30 June 2019. Accordingly, ATON has elected
to extend the Long Stop Date for the fulfilment or waiver, if applicable, of the Conditions from Sunday,
30 June 2019 to Monday, 30 September 2019.
Shareholders are reminded that the Mandatory Offer has not yet been declared unconditional in all
respects. Shareholders are referred to the salient dates and times for the Mandatory Offer as set out
in the ATON Announcement.
Shareholders are again reminded that they have time to evaluate the Mandatory Offer. Shareholders
that have not accepted the Mandatory Offer, will have 10 (ten) Business Days following the date on
which the Mandatory Offer becomes unconditional in all respects, to do so.
3. ASSISTANCE FOR SHAREHOLDERS
Shareholders seeking assistance or having any questions regarding the Mandatory Offer should
contact:
Ed Jardim
Group Investor and Media Executive
E-mail: eduard.jardim@murrob.com
4. 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
27 June 2019
Sponsor
The Standard Bank of South Africa Limited
ATON GmbH
Incorporated in Munich, Germany
Registration number with the commercial register at the local court of Munich HRB 193331
("ATON")
ATON MANDATORY OFFER TO ACQUIRE ALL THE ISSUED SHARES OF MURRAY &
ROBERTS HOLDINGS LIMITED ("M&R"): ANNOUNCEMENT OF EXTENSION OF
LONG STOP DATE FOR FULFILMENT OF CONDITIONS TO 30 JUNE 2019
Shareholders of M&R are referred to ATON's mandatory offer in terms of section 123 of
the Companies Act, 71 of 2008 ("Companies Act") 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 ATON affiliate at an offer
consideration of ZAR17.00 per Offer Share.
Unless otherwise indicated, capitalised words and expressions in this announcement have
the meanings ascribed to them in the mandatory offer circular ("Offer Circular") posted by
ATON to M&R Shareholders eligible to participate in the Offer on Monday 4 June 2018,
and published on its website www.aton-offer.com/ on Tuesday 5 June 2018.
The Offer is subject to the fulfilment or waiver, as the case may be, of certain Conditions
set out in paragraph 3.2 of the Offer Circular by the Long Stop Date. With regard to the
Condition at paragraph 3.2.1.4 of the Offer Circular, the process to obtain merger control
clearances or approvals from the relevant competition authorities is ongoing and is
expected to extend beyond the initial Long Stop Date in the Offer Circular of 31 March
2019. Accordingly, M&R Shareholders are advised that ATON has elected to exercise its
right in paragraph 3.2.2 of the Offer Circular to extend the Long Stop Date for the fulfilment
or waiver, if applicable, of the Conditions from 31 March 2019 to Sunday, 30 June 2019.
Shareholders of M&R are advised that ATON's right and entitlement as set out in
paragraph 3.2.2 of the Offer Circular, in its sole and absolute discretion, but in accordance
with the requirements of the Takeover Regulations and applicable laws, to further extend
the Long Stop Date remains reserved.
SALIENT DATES AND TIMES OF THE OFFER
Save for the extension of the Long Stop Date to 30 June 2019, the important dates and
times for the Offer as set out at page 10 of the Offer Circular (including any other aspect of
the Offer) remain unchanged.
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:
Long Stop Date 30 June 2019
Offer to be announced as being within one Business Day after the Offer
unconditional in all respects The Closing becomes unconditional in all respects
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 Tuesday prior to the Closing Date
to participate in the Offer
Ex-date Wednesday prior to the Closing Date
Record Date in order to participate in the the Closing Date
Offer at 12:00 on
The Offer closes at 12:00 on the Closing Date
Payment of Offer Consideration to see notes 12 and 13
Offerees who accept the Offer
Results of the Offer to be released on the second Business Day after the
SENS and published in the South African Closing Date
Press
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)), and
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. 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.
4. An Offeree who has withdrawn an acceptance of the Offer, as contemplated in note
3, may again accept the Offer in the manner provided in terms of the Offer (sees
notes 6 and 7) 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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
1 0 . .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.
1 1 . 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
1 2 . The Offer Consideration due to Dematerialised Shareholders will be credited to their
accounts with their CSDPs or brokers within the Offer Payment Period.
1 3 . 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.
1 4 . M&R Shares may not be Dematerialised or rematerialised between commencement
of trade on the Ex-date to the Record Date, both dates inclusive.
ATON will release a detailed timetable as part of the finalisation announcement, once all
Conditions Precedent have been fulfilled or waived, if applicable.
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
announcement is true and nothing has been omitted which is likely to affect the importance
of the information.
Sandton
25 March 2019
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 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: 27/06/2019 12:46:59 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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