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ACCESSING THIS PORTAL OR VIEWING THE DOCUMENTS AND INFORMATION AVAILABLE ON THIS PORTAL MAY BE RESTRICTED UNDER THE SECURITIES LAWS AND REGULATIONS IN CERTAIN JURISDICTIONS. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION IN WHICH THE PUBLICATION OR ACCESS OF THE INFORMATION CONTAINED ON THIS PORTAL WILL BE RESTRICTED OR UNLAWFUL UNDER THE SECURITIES LAWS AND REGULATIONS, AND/OR ANY OTHER RELEVANT LAWS OR REGULATIONS, INCLUDING, BUT NOT LIMITED TO, THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN.

This shareholder information portal (“Portal”) contains documents and information in connection with ATON GmbH’s ("ATON") offer to Murray & Roberts Holdings Limited (“the Company”) shareholders to acquire all the issued shares of the Company not already owned by ATON or any of its affiliates ("ATON Offer").

Please read this notice carefully as it applies to all persons, including shareholders of the Company, who view this Portal. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the Portal.

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Viewing the documents and information you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view these materials. Any person resident outside South Africa who wishes to view these documents or information, must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

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This Portal, and all of the documents and information available thereon, does not constitute, or form part of, the ATON Offer, or any other offer to sell or invitation to purchase or subscribe for any securities of the Company or a solicitation of any vote or approval in any jurisdiction in which the ATON Offer or any other such invitation, offer or solicitation would be unlawful.

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OFFER TO ACQUIRE SHARES OF MURRAY & ROBERTS HOLDINGS LIMITED

INTRODUCTION

Shareholders of Murray & Roberts Holdings Limited ("Murray & Roberts" or the "Company") are referred to:

  • the announcement released by the independent board of Murray & Roberts (“Independent Board”) on Tuesday, 29 May 2018 regarding inter alia the Takeover Special Committee (“TSC”) ruling requiring ATON to withdraw its voluntary offer to acquire all or a portion of the Murray & Roberts’ ordinary shares not already owned by ATON or its affiliates and to re-issue a compliant mandatory offer on the same terms offered by ATON to Allan Gray Proprietary Limited (“Allan Gray”) in terms of the forward sale agreement entered into between ATON and Allan Gray in March 2018 and noting the release by ATON of a new firm intention announcement on Monday, 28 May 2018 to withdraw the voluntary offer and to make the mandatory offer.
  • the announcement released by ATON on 5 June 2018 regarding the formal withdrawal of ATON’s voluntary offer and the posting of a circular (“Mandatory Offer Circular”), setting out the new mandatory offer at an increased offer consideration of ZAR17.00 per Murray & Roberts’ ordinary share (“Mandatory Offer”) and the new important dates and times for the Mandatory Offer.

THE INDEPENDENT BOARD WISHES TO DRAW SHAREHOLDERS ATTENTION TO THE FOLLOWING IMPORTANT MATTERS IN RELATION TO THE MANDATORY OFFER:

  • The Mandatory Offer opened in accordance with its terms at 09h00 South Africa time on Tuesday, 5 June 2018 and contains no minimum acceptance threshold.
  • The Mandatory Offer will remain open and capable of being accepted by Murray & Roberts shareholders until 10 business days after the Mandatory Offer has been declared unconditional in all respects.
  • ATON has specified an initial long-stop date for declaring the Mandatory Offer unconditional of 31 March 2019.

RECOMMENDATION

  • The independent board of Murray & Roberts (“Independent Board”) has had an opportunity to assess the Mandatory Offer in conjunction with its advisers and obtained an updated independent expert opinion.
  • The independent expert’s updated opinion on the Mandatory Offer continues to be that the offer is unfair but reasonable.
  • Having had reference to the independent expert’s updated opinion, the Independent Board’s view remains unchanged that the fair value price range for control of Murray & Roberts is between R20.00 to R22.00 per Murray & Roberts’ ordinary share.
  • ATON’s increased cash offer price of R17.00 per Murray & Roberts ordinary share (“Increased Offer Price”) remains below the Independent Board’s fair value price range for control and is also below the current trading price of Murray & Roberts ordinary shares on the JSE, which closed at R17.90 on Friday, 15 June 2018 and has traded as high as R19.19 on 4 June 2018.
  • The Independent Board remains of the view that ATON is resolved to follow through on its offer to acquire control of Murray & Roberts. Furthermore, it is obliged to do so in terms of the Mandatory Offer, unless the offer fails due to non-fulfilment of a condition precedent.
  • Accordingly, the Independent Board continues to advise Murray & Roberts’ shareholders that they have time to evaluate the Mandatory Offer and therefore should take no action in relation to the Mandatory Offer at this stage. In the event that the 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 Mandatory Offer, if they choose to do so, on the terms offered by ATON at that time. Shareholders wishing to monetise their shareholding in the Company are currently able to do so on the open market at a higher price than the Increased Offer Price.
  • The Independent Board’s updated response circular setting out the Independent Board’s recommendation on the Mandatory Offer as currently construed together with other important information for Murray & Roberts’ shareholders will be posted by no later than Monday, 2 July 2018.

SUPPORTING COMMUNICATION MATERIALS

Circular

(The ATON Voluntary Offer has now been withdrawn and replaced with a Mandatory Offer. The response circular to the Mandatory Offer will be uploaded after being posted to shareholders)


Stock Exchange Announcements


Media Statements


Investor Call Transcripts