MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1948/029826/06
JSE Share Code: MUR
ISIN: ZAE000073441
(“Murray & Roberts” or “Company" or “Group”)

PROPOSED SALE OF 100% OF MURRAY & ROBERTS' INTERESTS IN CLOUGH LIMITED TO
WEBUILD S.P.A., CAUTIONARY ANNOUNCEMENT AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT

1.   BACKGROUND

     Shareholders are referred to the trading statement and cautionary announcement released on
     17 October 2022 regarding the implications of ongoing disruption to the delivery of the Group’s
     order book and in particular the acute working capital pressures being experienced in the Energy,
     Resources & Infrastructure (“ERI”) platform ("Cautionary Announcement"). The ERI platform
     comprises substantially the Group’s interest in Clough Limited (“Clough”) in Australia.

     As a direct consequence of the events described in the Cautionary Announcement, shareholders
     are advised that Murray & Roberts has entered into a sale and purchase agreement (“SPA”) with
     Webuild S.p.A ("Webuild") in terms of which Murray & Roberts intends to dispose of 100% of its
     interest in Clough to Webuild, subject to the fulfilment and or waiver of certain conditions
     precedent ("Proposed Transaction").

2.   RATIONALE AND SALIENT TERMS OF THE PROPOSED TRANSACTION

     The Group has been reviewing a number of strategic options to address Clough’s working capital
     needs, which have become increasingly urgent. Having reviewed all available alternatives and
     based on the above background, the board of directors of Murray & Roberts concluded that a
     transaction with Webuild was the preferred course of action.

     Webuild is a multinational Italian industrial group specialising in construction and civil engineering
     and is headquartered in Milan. Webuild has a history of working with Clough on major projects,
     including its joint venture with Clough on Snowy 2.0, a hydropower project in Eastern Australia
     and its participation with Clough (and other members) in Regionerate Rail, a consortium
     appointed as preferred bidder for the development of the Gowrie to Kagaru section of Inland Rail,
     as detailed in the announcement by Murray & Roberts of 22 March 2022.

     In terms of the SPA, the financial benefit of the Proposed Transaction for Murray & Roberts is
     circa A$350 million (equivalent to approximately R4 billion), achieved through the cancellation of
     an outstanding intercompany loan account between Murray & Roberts Pty Ltd, the Group’s
     Australian holding company, and Clough, and a cash payment of A$500,000 to Murray & Roberts
     by Webuild. The intercompany loan in favour of Clough originated through the buy-out of the
     minority shareholders in Clough by Murray & Roberts in 2013.

     In conjunction with the Proposed Transaction, Webuild has committed to put in place an interim
     loan facility of A$30,000,000 for the benefit of Clough (“Interim Loan”).




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      The SPA is subject to the fulfilment and/or waiver of a number of conditions precedent, including
      completion of confirmatory due diligence, obtaining the requisite regulatory approvals in Australia
      and third-party consents, as well as continuing obligations typical for a transaction of this nature.

      Following the implementation of the Proposed Transaction, Murray & Roberts will have no
      residual exposure to Clough. The Group’s interests in Australia will, however, continue through
      RUC Cementation Mining, one of the three operating companies in the Group’s multinational
      Mining platform.

3.    CATEGORISATION          OF     THE     PROPOSED         TRANSACTION         AND      CAUTIONARY
      ANNOUNCEMENT

      The Proposed Transaction constitutes a Category 1 transaction for the Group in terms of the JSE
      Listing Requirements. A circular to Murray & Roberts shareholders, incorporating a notice of
      general meeting to approve the Proposed Transaction, will accordingly be posted to shareholders
      in due course.

      The Group will shortly release a further announcement containing the full details the Proposed
      Transaction and the Interim Loan, as required by the JSE Listings Requirements for a Category
      1 transaction ("Category 1 Announcement”).

      As the full details of the Proposed Transaction are not included in this announcement and that
      the Proposed Transaction may have a material effect on the price of Murray & Roberts shares,
      shareholders are advised to exercise caution when trading in the Group’s shares until such time
      as either the Category 1 Announcement or a further announcement in this regard is made.

4.    RENEWAL OF CAUTIONARY ANNOUNCEMENT

      Further to the Cautionary Announcement, shareholders are advised that engagement with clients
      on the Traveler and Waitsia projects are ongoing. As there is still no certainty regarding the
      precise impact on the earnings per share ranges, shareholders are advised to continue to
      exercise caution when trading in the Group’s shares until a further announcement is made.

The information contained in this announcement has not been reviewed or reported on by the
Company's external auditors.

For further information contact:

Ed Jardim
Group Investor and Media Executive
E-mail: ed.jardim@murrob.com

Bedfordview
8 November 2022


Company and Transaction Sponsor: The Standard Bank of South Africa Limited
Legal Advisor as to South African law: Webber Wentzel
Legal Advisor as to Australian law: King & Wood Mallesons




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