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MURRAY & ROBERTS ENTERS INTO A SALE AND PURCHASE AGREEMENT WITH WEBUILD AND INTENDS TO DISPOSE OF 100% OF ITS SHAREHOLDING IN CLOUGH LIMITED
Johannesburg, 8 November 2022 – Murray & Roberts has entered into a sale and purchase agreement with Webuild, in terms of which Murray & Roberts intends to dispose of 100% of its shareholding in Clough Limited to Webuild.
This announcement follows the Cautionary Announcement and Trading Statement on 17 October 2022, which outlined that the Group’s working capital requirements are particularly acute in the Energy, Resources & Infrastructure (“ERI”) platform, where projects cashflows have been dislodged by COVID-related disruption, along with the need for additional working capital arising from the margin deterioration on the Traveler and Waitsia projects.
In terms of the transaction agreement, the financial benefit of the proposed transaction for Murray & Roberts is circa A$350 million (equivalent to approximately R4 billion), achieved through the cancellation of an outstanding intercompany loan account between Murray & Roberts Pty Ltd, the Group’s Australian holding company, and Clough, and a cash payment of A$500,000 to Murray & Roberts by Webuild. The intercompany loan in favour of Clough originated through the buy-out of the minority shareholders in Clough by Murray & Roberts in 2013.
Henry Laas, Murray & Roberts Group Chief Executive, comments: “The Group reviewed a number of strategic options to address Clough’s working capital needs, which have become increasingly urgent. Having reviewed all available alternatives and based on the above background, the board of directors of Murray & Roberts concluded that a transaction with Webuild was the preferred course of action.”
Webuild is a multinational Italian industrial group specialising in construction and civil engineering and is headquartered in Milan. Webuild has a history of working with Clough on major projects, including its joint venture with Clough on Snowy 2.0, a hydropower project in Eastern Australia and its participation with Clough (and other members) in Regionerate Rail, a consortium appointed as preferred bidder for the development of the Gowrie to Kagaru section of Inland Rail.
In conjunction with the potential transaction, Webuild will establish an interim loan facility of A$30 million for the benefit of Clough, which will allow Clough to continue trading until closing of the potential transaction.
“This is a critical step, as the ERI platform is in immediate need of a significant cash injection to service their order book and commercial commitments, which Murray & Roberts is not able to provide,” Laas continued.
The Group intends to shortly release a further announcement containing the full details of the proposed transaction and the interim loan, as required by the JSE Listings Requirements for a Category 1 transaction. The sale and purchase agreement is subject to the fulfilment and/or waiver of a number of conditions precedent, including obtaining the requisite regulatory approvals in Australia and third-party consents, as well as continuing obligations typical for a transaction of this nature.
“Subject to the transaction being successfully concluded, the ERI platform will become part of Webuild and Murray & Roberts will have no residual exposure to Clough. Murray & Roberts will, for operational purposes, be structured into two business platforms: the multinational Mining platform and the Sub-Saharan Africa-focused Power, Industrial & Water platform, which are both currently performing to management’s expectations. Murray & Roberts’ interests in Australia will continue through RUC Cementation Mining, one of the three operating companies in the Group’s multinational Mining platform,” concludes Laas.
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Group Investor and Media Executive
About Murray & Roberts
Murray & Roberts is a multinational specialist engineering and contracting group, delivering its capabilities into the resources, industrial, energy, water and specialised infrastructure market sectors.
The Group applies its project life cycle capabilities to optimise client’s fixed capital investment which it achieves by focusing its expertise and capacity on delivering sustainable project engineering, procurement, construction, commissioning, operations and maintenance solutions
Murray & Roberts is a group of world-class companies and brands aligned to the same purpose and vision and guided by the same set of values.
For more information about Murray & Roberts, please visit www.murrob.com
We are a pioneering company. We harness our people’s innovative thinking through engineering and construction solutions that deliver a sustainable future today.
We deliver sustainable high performing assets for the energy, resources and infrastructure industries underpinned by a dedication to innovation and getting the job done safely and efficiently.
Our global workforce of over 2,500 people across Australia, Asia Pacific, North America and UK strive for the best in everything, setting new safety and performance benchmarks every single day.
We are a wholly owned subsidiary of Murray & Roberts, a multinational group that focuses its expertise on delivering sustainable and fit-for-purpose project engineering, procurement, construction, commissioning, operations and maintenance solutions. The Group delivers its capabilities into the resources, industrial, energy, water and specialised infrastructure sectors.
For more information about Clough, please visit www.cloughgroup.com
Webuild, the new Group born in 2020 from Salini Impregilo, is a leading global player in the construction of large, complex projects for sustainable mobility (rail, metro, bridges, roads, ports), hydropower (dams, power plants), water (treatment and desalination plants, wastewater management, irrigation dams) and green buildings (civil and industrial buildings, airports, stadiums, hospitals).
It supports clients in achieving the Sustainable Development Goals (SDGs) established by the United Nations. The Group ranks first in the world for the construction of infrastructure in the water sector. Since 2018, it is also among the top 10 companies by revenue generated from environmental services. Webuild is the expression of 116 years of engineering experience applied in 50 countries with 80,000 direct and indirect employees from more than 100 nationalities.
At June 30, 2022, the Group had a total order backlog amounting to more than €47 billion, with 90% of the construction backlog relating to projects linked to SDGs. Webuild, subject to direction and coordination by Salini Costruttori S.p.A., is headquartered in Italy and is listed on the Milan stock exchange (Borsa Italiana: WBD; Reuters: WBD.MI; Bloomberg: WBD:IM).
For more information about Webuild, please visit