DISCLAIMER - IMPORTANT
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.
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.
If you are not permitted to access the Portal or the documents and information contained thereon, or if accessing this Portal would result in a breach of any securities laws and regulations or other relevant laws or regulations, or you are in doubt as to whether you are permitted to view the webpage, please exit the Portal.
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 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.
- 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
(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
Investor Call Transcripts