Aveng and Murray & Roberts have reached, in principle, an agreement regarding the proposed terms of a potential combination of Aveng and Murray & Roberts.
No formal offer has yet been made by Murray & Roberts and the making of a formal offer by Murray & Roberts is subject to the fulfilment and/or waiver of several pre-conditions as set out in the M&R Transaction Announcement.
On 25 May 2018, and 28 May 2018, ATON announced its intentions regarding its acquisition of an additional c.18.2 million Murray & Roberts ordinary shares, increasing its shareholding in Murray & Roberts to c.43.7%, ATON’s withdrawal of its voluntary offer and its firm intention to make a mandatory offer for Murray & Roberts at an increased offer price of R17.00 on the basis as set out in the announcement.
ATON has also previously released a public statement stating that it will not support the M&R Transaction.
Despite these recent developments, the Aveng’s board remain of the opinion that there is merit in the potential combination of the two companies, and believes that such a potential combination is in the best interest of the company and its stakeholders.
Aveng’s Board is therefore continuing to engage with the Murray & Roberts Board and will continue progressing the M&R Transaction.
It is anticipated that the company will utilise a further R200 million bank debt. It is currently finalising the funding term sheet with its funding banks in this regard.
Murray & Roberts is supportive of the company proceeding to implement the Proposed Rights Offer, irrespective of whether the M&R Transaction proceeds or not.
The Proposed Rights Offer is conditional on shareholder approval to amend its Memorandum of Incorporation to inter alia increase the authorized share capital of Aveng to facilitate the Proposed Rights Offer.
Additionally, shareholder approval will be required to grant directors authority to issue Aveng Shares representing more than 30% of the issued share capital of Aveng.