CONCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1969/003076/06)
Share Code: CNC ISIN: ZAE0000016161
(“Concor”)
MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1948/029826/06)
Share Code: MUR ISIN: ZAE000008983
RESULTS OF THE CONCOR SCHEME MEETING
Introduction
Shareholders are referred to the announcements previously published on SENS and
in the press by Murray & Roberts Holdings Limited and Concor, the most recent
being dated 30 November 2005, relating to the scheme of arrangement in terms of
Section 311 of the Companies Act No.61 of 1973, as amended (“Companies Act”),
proposed by Murray & Roberts Limited (“Murray & Roberts”), a wholly-owned
subsidiary of Murray & Roberts Holdings Limited, between Concor and its
shareholders, other than Mexican Wave Investments (Pty) Limited (“Mexican Wave”)
(“scheme members”), in terms of which Murray & Roberts will acquire all the
shares in the issued share capital of Concor, other than those already held by
Mexican Wave (“scheme”).
Scheme meeting
At the adjourned meeting of scheme members (“scheme meeting”) held on Monday 5
December 2005, the scheme was approved by scheme members holding 87.91% of the
total number of shares that were voted at the scheme meeting. As a result, the
scheme was agreed to by the requisite majority of votes of scheme members.
Application to the High Court of South Africa (Witwatersrand Local Division)
(“Court”) to sanction the scheme will be made at 10:00 (or so soon thereafter as
Counsel may be heard) on Tuesday 24 January 2006.
Outstanding conditions precedent
Shareholders’ attention is drawn to the following updates on the conditions
precedent to which the scheme is subject:
- the application to the Competition Authorities was lodged on Friday 7
October 2005;
- following approval by the Competition Authorities, a certified copy of the
Order of Court sanctioning the scheme will be registered with the Registrar of
Companies in terms of the Companies Act.
Chairperson’s report
Copies of the Chairperson’s report to the Court on the scheme meeting will be
available to any shareholder on request, free of charge, from at least one week
prior to the date of the Court hearing to sanction the scheme, expected to be on
Tuesday 24 January 2006, during normal business hours, at the registered office
of Concor, Concor House, 13 Church Street Extension, Crown Industria,
Johannesburg, and at the office of the Chairperson of the scheme meeting,
Advocate David Beasley, S.C., Group 3 Maisels Chambers, 4 Protea Place, Sandown.
Further announcement
A further announcement regarding the outstanding regulatory approvals, the
outcome of the application to the Court and any update to the salient dates and
times pertaining to the implementation of the scheme will be published in due
course.
Johannesburg
5 December 2005
Independent advisor and lead sponsor to Concor: Bridge Capital Services (Pty)
Limited
Legal advisors to Concor: Sonnenberg Hoffmann Galombik
Joint sponsor to Concor: Investec Bank Limited
Financial advisor and lead sponsor to Murray & Roberts: ACMB Corporate Finance
Joint sponsor to Murray & Roberts: Merrill Lynch
Attorneys to Murray & Roberts: Michael Krawitz & Co. and Werksmans I
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