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ATON Austria Holding GmbH (“ATON”) - Announcement of Acquisition of ordinary shares of Murry & Roberts Hold
ATON GmbH
Incorporated in Munich, Germany
Registration number with the commercial register at the local court of Munich
HRB 193331
(“ATON”)
ANNOUNCEMENT OF ACQUISITION OF ORDINARY SHARES OF MURRAY & ROBERTS HOLDINGS LIMITED
(REG. NO. 1948/029826/06)(“M&R”)
Shareholders of M&R (“M&R Shareholders”) are referred to the offer made by ATON
(acting through its wholly-owned subsidiary ATON Austria Holding GmbH, a company
registered in Austria with registration number FN 444911 g) to all M&R Shareholders
(other than ATON or its affiliates) to acquire all or a portion of the remaining
issued ordinary shares of M&R (“M&R Shares”) not already owned by ATON or its
affiliates (”Offer”), at a purchase price of ZAR15.00 (fifteen Rand) per M&R Share
on the basis set out fully in the offer document (“Offer Circular”) posted to M&R
Shareholders eligible to participate in the Offer and published by ATON on its
web site dedicated to the Offer: www.aton-offer.com/ on Monday, 9 April 2018.
M&R Shareholders are advised that ATON AT has acquired on the market an additional
number of 6,600 issued ordinary shares in M&R on Friday, 18 May 2018 at ZAR15.00
(fifteen Rand) per M&R Share, as permitted during an offer period in terms of the
takeover regulations promulgated under section 120 of the Companies Act, 2008.
Following settlement of the acquisition of the shares on Wednesday, 23 May 2018,
ATON will hold 176,098,345 ordinary shares in M&R, representing approximately
39.6% of the entire issued share capital of M&R, which translates to approximately
39.8% of the voting rights of M&R.
M&R Shareholders are further advised that the Offer as set out in the Offer
Circular remains valid and capable of acceptance by M&R Shareholders.
RESPONSIBILITY STATEMENT
The ATON board accepts responsibility for the information contained in this
announcement, accepts full responsibility for the accuracy of such information
and certifies that, to the best of its knowledge and belief, the information
contained in this announcement is true and nothing has been omitted which is
likely to affect the importance of the information.
Sandton
21 May 2018
Financial advisor to ATON
Macquarie
Legal advisor to ATON
Bowmans
THE OFFER REFERRED TO IN THIS ANNOUNCEMENT IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, TELEPHONICALLY OR ELECTRONICALLY)
OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF THE NATIONAL SECURITIES
EXCHANGES OF A ANY JURISDICTION IN WHICH IT IS ILLEGAL OR OTHERWISE UNLAWFUL FOR
THE OFFER TO BE MADE OR ACCEPTED, INCLUDING (WITHOUT LIMITATION) AUSTRALIA, CANADA,
JAPAN AND THE UNITED STATES (ANY SUCH JURISDICTION, A “RESTRICTED JURISDICTION”),
AND THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR
FACILITY OR FROM WITHIN A RESTRICTED JURISDICTION. ACCORDINGLY, NEITHER COPIES OF
THE OFFER CIRCULAR NOR ANY RELATED DOCUMENTATION ARE BEING OR MAY BE MAILED OR
OTHERWISE DISTRIBUTED OR SENT IN OR INTO OR FROM A RESTRICTED JURISDICTION, AND
IF RECEIVED IN ANY RESTRICTED JURISDICTION, THE OFFER CIRCULAR SHOULD BE TREATED
AS BEING RECEIVED FOR INFORMATION PURPOSES ONLY.
Date: 22/05/2018 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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