RATIONALE FOR THE OFFER

ATON is of the view that the implementation of the Offer will be beneficial to Murray & Roberts and its stakeholders. The Offer consideration represents significant value to Murray & Roberts Shareholders and provides an opportunity to realise value in cash and divest of their Murray & Roberts Shares at a premium. This is attractive considering the low trading volumes in Murray & Roberts Shares on the JSE.

The Offer Consideration of R17.00 per share represents a significant premium of 77.3% over the closing price of a Murray & Roberts Share as at 22 March 2018, being the last business immediately prior to the date ATON notified the Murray & Roberts board in writing (via the Firm Intention Letter) that ATON has the firm intention to make the Offer. The Offer values Murray & Roberts at R7.6bn and is subject only to legally required regulatory and merger control conditions and not subject to any due diligence.

ATON believes the premium represented by the Offer Consideration, and the opportunity to realise value in cash, is also attractive given the uncertain market outlook in Murray & Roberts’ key sectors. This uncertainty is also reflected in Murray & Roberts’ order book, which has declined in each of the financial years since 2015 and which, as Murray & Roberts stated in the 2018 interim financial results presentation is ‘admittedly … low’.

HISTORIC DISCUSSIONS

ATON and the Murray & Roberts Board have, on a number of occasions, engaged in discussions regarding a possible transaction between ATON and Murray & Roberts, with discussions encompassing numerous transaction structures, including a contribution in kind of ATON’s underground mining services subsidiary, Redpath, and also the outright acquisition of a controlling stake in Murray & Roberts by ATON.

The parties jointly concluded that there is a strategic rationale for a business combination for both Murray & Roberts and ATON. However, discussions were ultimately terminated, as the parties believed that Murray & Roberts shareholders, as owners of Murray & Roberts, are best suited to assess any premium offered to them by ATON.

The Offer by ATON gives effect to this belief, by being put directly to all Murray & Roberts shareholders.

BENEFITS FOR MURRAY & ROBERTS

The Offer has strong strategic and commercial impetus. This transaction would include the Murray & Roberts business portfolio benefitting from the expertise of and investment by an international player of strength. ATON will assist Murray & Roberts in building a more robust platform that is better positioned to withstand volatile and uncertain market conditions

The implementation of the Offer will be beneficial to Murray & Roberts long-term strategic development, including enhanced financial strength and scale that will come with being part of ATON’s service-oriented investment portfolio in Africa, the Americas, Asia and Europe.

Murray & Roberts will benefit from being under the common control of a shareholder which is particularly committed to the underground mining sector and has relevant industry expertise. This will help Murray & Roberts to better compete in international markets by leveraging ATON’s relationships with customers and other stakeholders. Importantly, it would create a strong platform for geographic expansion throughout Africa and globally.

The proposed transaction will benefit Murray & Roberts by extending ATON’s current practice of international best-practice sharing and knowledge transfer as a leader in technology and innovation to Murray & Roberts.

BENEFITS OF THE OFFER FOR SOUTH AFRICA & THE ECONOMY

South Africa will play an important role in ATON’s future strategy. The Offer represents a vote of confidence in the South African economy by a German-owned firm with a global presence. In this regard, the foreign direct investment that would result from the proposed transaction would contribute towards the continuing recovery of the South African economy.

Furthermore, the investment by an experienced multinational corporation into South Africa is likely to result in enhanced growth and opportunities for South Africa, as well as the transfer of skills and knowledge to local employees. This investment should not only be beneficial to Murray & Roberts but also domestic suppliers and the South African society in general. There are over 300 German companies operating in South Africa, which employ over 60, 000 people. The Offer expands on the positive experience that German companies have received and should encourage further investment in South Africa by German and other multinational companies.

ATON & BROAD BASED BLACK ECONOMIC EMPOWERMENT

ATON understands and respects the importance of BBBEE, both in the wider context and for Murray & Roberts.

ATON intends to support Murray & Roberts in its continued efforts to foster the BBBEE initiatives and transformation of its South African business as a commercial imperative. On this basis, ATON is committed to determining appropriate ways to achieve these objectives in relation to BBBEE.