This web site (Site) is designated for the purpose only of publishing documents and information in connection with ATON’s offer to shareholders (M&R Shareholders) of Murray & Roberts Holdings Limited (M&R) to acquire all the issued ordinary shares of M&R not already owned by ATON or any of its affiliates (the Offer). M&R Shareholders are kindly requested to read and acknowledge the following legal notice before going on to the pages containing information about the Offer.
Access to the Site
The Site or contents, including, without limitation, all information, documentation, text, images or publication of any nature (the Materials), are not directed at, and are not intended to be accessible by, persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction. In particular, the Site or the Materials are not intended to and do not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction in which such offer or solicitation is unlawful.
You are attempting to enter the Site that is designated for the publication of documents and information in connection with the Offer. If you would like to view the Site, please read this notice carefully. This notice applies to all persons who access the Site and, depending on where you are located, may affect your rights or responsibilities. ATON reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Site. In addition, the contents of this Site may be amended at any time, in whole or in part, at the sole discretion of ATON.
To allow you to view information about the Offer, you must read this notice and then click “CONFIRM“. If you are unable to agree, you should click “DECLINE” and you will not be able to view information about the Offer.
The Offer will be made solely by means of an offer circular (Offer Circular), which will contain the full terms and conditions of the Offer, including details on how the Offer may be accepted, and the Offer is exclusively subject to its terms and conditions. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in the Offer Circular. Otherwise the information contained on this Site and the Materials accessible through this Site do not constitute an offer to purchase, or an invitation to make an offer to sell any securities, and do not contain, and are not for the purposes of ATON or its affiliates making any representations or entering into any other legal commitments. The Materials set out on the Site are provided as at the date that the documents are reproduced on the Site and ATON does not have, and does not accept, any responsibility or duty to update any Materials and reserves the right to add to, remove or amend any document reproduced on the Site at any time. To the extent legally permissible, ATON reserves the right to change the terms and conditions of the Offer.
Jurisdictions other than South Africa
The Site contains information that has been prepared solely for the purposes of complying with South African law (in particular the Companies Act, 2008 and the Takeover Regulations promulgated under the Companies Act) and such information disclosed may not be the same as that which would have been disclosed if such information had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. The Offer is not made or is not intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Offer or of the Offer Circular containing the Offer have been applied for or initiated by ATON or its affiliates outside of South Africa. ATON or its affiliates therefore do not assume any responsibility for compliance with law other than the laws of South Africa.
Accessing the Site or viewing the Materials may be restricted under the securities laws and regulations in certain jurisdictions. In this regard, the Offer 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 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.
All persons resident outside South Africa who wish to access the Site or view the Materials must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction. The Site or the Materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
If you are not permitted to access the Site or view the Materials, or accessing the Site or viewing the Materials would result in a breach any relevant laws or regulations, or you are in doubt as to whether you are permitted to view the Materials, please exit the Site.
You should not download, mail, forward, distribute, send or share the information or documents contained on this Site to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulations. If you are in any doubt, you should not continue to seek access to the Site.
Cautionary Note: Forward-looking Statements
The Site and Materials may include “forward-looking statements” that express or imply expectations of future events or results. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates” and similar expressions. All forward-looking statements involve a number of risks, uncertainties and other factors, and ATON cannot give assurances that such statements will prove to be correct. Risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements include, without limitation, the satisfaction of conditions, delays in the regulatory processes, changes in the economic or political situation in South Africa, Germany and/or any other relevant jurisdiction, changes in the mining, metal and minerals, oil and gas, or power and water industries within any such country or area or worldwide and the performance of (and cost savings realised by) ATON. Although ATON believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of M&R shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of ATON, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. ATON does not undertake any obligation to update any forward-looking information or statements.
To the extent that any Materials on the Site contain their own disclaimers, terms and or conditions, those shall apply on the basis contemplated in the relevant Materials.
Information included in the Offer Circular and elsewhere on the Site relating to M&R and its business has been derived solely from publicly available sources. While ATON has included information in the Offer Circular and elsewhere on the Site regarding M&R that is known to ATON based on publicly available information, ATON has not had access to non-public information regarding M&R and could not use such information for the purpose of preparing the Offer Circular or any other Materials. Although ATON is not aware of anything that would indicate that statements relating to M&R contained in the Offer Circular or on the Site are inaccurate or incomplete, ATON is not in a position to verify information concerning M&R. ATON and its directors and officers are not aware of any errors in such information. Subject to the foregoing and to the maximum extent permitted by law, ATON and its directors and officers disclaim all liability for information concerning M&R included in the Offer Circular or Materials.
The Materials included on the Site issued or published by ATON speak only at the specified date of the relevant document and ATON has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any announcements or other materials related to the Proposed Acquisition issued or published by M&R, or which relate to M&R that are accessible on this Site, the only responsibility accepted by ATON and its directors is for the correctness and fairness of its reproduction.
Neither the directors of ATON, nor ATON, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the Site.
Exclusion of Liability
ATON, any other party (whether or not involved in creating, producing, maintaining or delivering the Site or the Materials), and any affiliate or group company and the officers, directors, employees, shareholders or agents of any affiliate or group company, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, special, punitive or consequential loss or damages, or any loss of use, income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in delict, contract, breach of statutory duty or otherwise) in connection with the Site or the Materials in any way or in connection with the use, inability to use or the results of use of the Site or the Materials, any web sites linked to the Site or the Materials or the material on such web sites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Site or the Materials or your downloading of any material from the Site or the Materials or any web sites linked to the Site or the Materials.
If you are in any doubt about the contents of this Site or the action you should take, you should seek advice from your own broker, banker, attorney, accountant or other professional advisor immediately.
Confirmation of understanding and acceptance
If you are not able to give these confirmations, you should click on DECLINE below.