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30-11--05
AMENDMENT TO THE TERMS OF THE PROPOSED SCHEME OF ARRANGEMENT BETWEEN CONCOR AND ITS SHAREHOLDERS

Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1948/029826/06)
(Share Code: MUR ISIN: ZAE000008983)

Concor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1969/003076/06)
(Share Code: CNC ISIN:ZAE000001616)
("Concor")
  1. Introduction
    Shareholders are referred to the announcements previously published on SENS and in the press by Murray & Roberts Holdings Limited and by Concor, the most recent being dated 17 November 2005, (“previous announcements”) and the circular to Concor shareholders dated 14 October 2005 (“circular”) advising that Murray & Roberts Limited (“Murray & Roberts”), a wholly-owned subsidiary of Murray & Roberts Holdings Limited, is proposing a scheme of arrangement (“the scheme”) in terms of Section 311 of the Companies Act No. 61 of 1973, as amended between Concor and its shareholders, other than Mexican Wave Investments (Proprietary) Limited ("Mexican Wave"), in terms of which Murray & Roberts will acquire all the shares in the issued share capital of Concor, other than those held by Mexican Wave ("scheme shares"). This announcement should be read in conjunction with the previous announcements and the circular.

  2. Revised scheme consideration
    As set out in the previous announcements and the circular, all Concor shareholders other than Mexican Wave and Hochtief Aktiengesellschaft ("Hochtief") were to receive, if the scheme is implemented, a cash payment of 2 230 cents per scheme share, together with interest thereon at the prime rate as published by the Standard Bank of South Africa Limited from time to time (“prime”) from 25 July 2005 to the scheme payment date ("original scheme consideration").

    During adjournment of the scheme meeting, Murray & Roberts has given consideration to changed circumstances in the investment market and has decided to increase the scheme consideration to an all-in consideration of 2 800 cents per scheme share held (“revised scheme consideration”). Accordingly, if the scheme is implemented, Concor shareholders other than Mexican Wave and Hochtief will receive a cash payment of 2 800 cents per scheme share held, on the date the revised scheme consideration is paid.

    As set out in the previous announcements and the circular, in terms of an irrevocable undertaking signed with Murray & Roberts, Hochtief waives its rights to receive the original scheme consideration and any subsequent increases thereto, and will therefore still receive 1 977 cents per Concor share held by it plus interest at prime from 5 November 2005 to the date of payment, if the scheme is implemented.

  3. Other terms and conditions
    Save for as detailed in paragraph 2 above, the terms and conditions set out in the previous announcements and the circular remain unchanged.

  4. Salient dates and times
    The revised salient dates and times as set out in the announcement by Concor dated 17 November 2005 (“the revised salient dates announcement”) remain unchanged.

    The revised salient dates announcement contains details of action required in terms of proxies including that the last day for receipt of proxies for the scheme meeting is 10:00am on Friday 2 December 2005 and that if a form of proxy is not received by this time and date, it may be handed to the chairman of the scheme meeting by no later than ten minutes before the commencement of the scheme meeting.

Johannesburg
30 November 2005

Financial adviser and lead sponsor to Murray & Roberts
ACMB Corporate Finance 
Joint sponsor to Murray & Roberts
Merrill Lynch
Joint Sponsor to Concor
  Investec Bank Limited

Independent adviser and lead sponsor to Concor
Bridge Capital

Attorneys to Murray & Roberts
Michael Krawitz & Co               Werksmans Inc.

Legal advisers to Concor
Sonnenberg Hoffmann
Galombik
Independent reporting accountants
 KPMG Inc.