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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.
Jurisdictions outside South Africa
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.
The Portal or the documents and information are not directed at or intended to be accessible by persons resident in any jurisdiction where to do so would constitute a violation of the securities laws and regulations and/or any other relevant laws or regulations of that jurisdiction, including, but not limited to, the United States, Canada, Australia and Japan ("Restricted Jurisdictions"). You should not download, mail, forward, distribute, send or share the information or documents contained on this Portal to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any Restricted Jurisdiction.
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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Basis of access
Access to electronic versions of these materials is being made available on this Portal by the Company in good faith and for information purposes only. Any person seeking access to this Portal represents and warrants to the Company that they are doing so for information purposes only.
Statements on this Portal include “forward-looking statements” that express or imply expectations of future events or results. These statements include financial projections and estimates and their underlying assumptions, and statements regarding plans, objectives and expectations with regard to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “anticipates”, “believes”, “estimates”, “expects”, “intends” and similar expressions. All forward-looking statements involve a number of risks, uncertainties and other factors, and the Company and/or the Independent Board cannot give assurances that those statements will prove to be correct. Risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements include, without limitation, changes in the economic or political situation in South Africa, changes in the metals and minerals, power and water as well as the oil and gas market sectors in South Africa or worldwide and the performance of (and cost savings realised by) the Company. Although the Company and/or the Independent Board believes that the expectations reflected in the forward-looking statements are reasonable, shareholders of the Company are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company and/or the Independent Board, that could cause actual events or results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The Company and/or the Independent Board undertake no obligation to update any forward-looking information or statements.
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OFFER TO ACQUIRE SHARES OF MURRAY & ROBERTS HOLDINGS LIMITED
Shareholders of Murray & Roberts Holdings Limited ("Murray & Roberts" or the "Company") are referred to:
- the cautionary announcement released by Murray & Roberts and the Firm Intention Announcement released by ATON GmbH (“ATON”) on the JSE’s Stock Exchange News Service on Monday, 26 March 2018;
- the ATON offer circular ("Offer Circular") posted to Murray & Roberts shareholders by ATON on Monday, 9 April 2018 in relation to ATON’s conditional offer to Murray & Roberts shareholders at a cash offer price ("Offer Consideration") of ZAR15.00 per Murray & Roberts share ("ATON Offer"), and;
- the Murray & Roberts’ response circular ("Response Circular"), in response to the ATON Offer, posted to Murray & Roberts shareholders on 20 April 2018.
MURRAY & ROBERTS’ INDEPENDENT BOARD RESPONSE TO FIRM INTENTION ANNOUNCEMENT BY ATON
The board of directors of Murray & Roberts constituted an Independent Board in accordance with the Companies Act, 71 of 2008. Following the Independent Board’s review of the firm offer letter received from ATON, the Independent Board provides its views and further guidance to Murray & Roberts shareholders:
- the ATON Offer is opportunistic and made at a time of unprecedented weakness the Company's share price as a consequence of low liquidity, declining valuations of its legacy peers in the Construction sector, despite Murray & Roberts having been reclassified as a Diversified Industrial stock, and halting of the Company’s share buy-back programme in November 2017;
- the Offer Consideration proposed by ATON materially undervalues the Company based on its prospects. ZAR15.00 per share is the same price ATON paid to select Murray & Roberts’ shareholders to accumulate the majority of its existing shareholding in the Company in February and March of 2017. ATON is seeking to pay the same price to now acquire outright control of the Company;
- having had reference to the valuation report of the independent expert appointed in accordance with Regulation 108 of the Companies Act (see below circular), the Independent Board is of the view that a fair value price range for control of Murray & Roberts is ZAR20.00 to ZAR22.00 per Murray & Roberts’ Share;
- the rationale presented by ATON for the Company and South Africa is weak in a number of material respects;
- the Independent Board is of the view that the prospects of ATON successfully delisting Murray & Roberts are very low;
- scenarios where (i) ATON accretes its shareholding but does not delist Murray & Roberts or (ii) ATON gradually increases its shareholding and attempts to delist the Company present risks to Murray & Roberts shareholders and ATON, including conflicts of interest, strategic misalignment and reduced strategic flexibility, and potentially casts the Company into a protracted period of uncertainty;
- it is not clear how ATON proposes to manage the dilution of Murray & Roberts’ B-BBEE ownership credentials and the potential resultant impact on material contracts and employment in South Africa. Depending on ATON’s eventual shareholding, the Company may not be able to maintain the minimum scorecard level required, to retain as well as win contracts in South Africa; and
- there is a potential long lead time from the opening date of the ATON Offer to the date on which the last of the regulatory conditions is fulfilled, resulting in a significant delay before Murray & Roberts shareholders will receive the Offer Consideration.
The Independent Board recommends that Murray & Roberts shareholders reject the ATON Offer.
- Murray & Roberts shareholders who have not accepted the ATON Offer should continue to take no action in relation to the Offer Circular.
- Murray & Roberts shareholders who have submitted the requisite instruction to accept the ATON Offer are urged to consider retracting the instruction and take no further action.
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