Clough gets Murray & Roberts deal, 1st half loss expected

The Clough family will sell down its stake in the engineering and construction firm that bears its name after shareholders agreed to a resolution allowing South African-based Murray & Roberts to acquire up to 49 per cent of the Perth-based company.

Murray & Roberts representative Roger Rees will join the Clough board following the vote.

In other news from the AGM, Clough says its first half result for 2005/06 will include a loss ranging between $20 million and $30 million.

Clough chairman Jock Clough said the sell down by his family was more sudden that anticipated when Murray & Roberts first came on board as a major shareholder about a year ago.

"This time last year I had envisioned a different process whereby the Clough family shareholding was to be reduced more slowly over a longer period," Mr Clough said.

"Events overtook the company."

The agreement also gives Murray & Roberts some rights with regard to the remaining 19.7 per cent Clough family stake.

Clough incurred a loss of almost $60 million last financial year largely due to its work on the BassGas Project which has left it in dispute with Origin Energy and its partners.

The transaction agreed to contains the following key elements:
(a) The issue by Clough to Murray & Roberts International or its wholly owned subsidiary of 30 million new Shares at an
issue price of 50 cents per Share to raise $15 million (First Placement).
(b) The entry into a Loan Agreement under which Murray & Roberts International Limited makes available to Clough,
until the completion of the Second Placement, an unsecured drawdown loan facility of $15 million (Loan Facility).
(c) The issue by Clough to Murray & Roberts International or its wholly owned subsidiary of 30 million new Shares at an
issue price equal to the volume weighted average price for the Shares for 60 days prior to the date of this issue
(Second Placement). The Second Placement will not be complete until the Second Completion Date. The issue
price for the Second Placement may be offset against any amounts owed to Murray & Roberts International under the
Loan Facility.
(d) The sale by McRae of 60 million existing Shares in Clough to Murray & Roberts International or its wholly owned
subsidiary at the Transaction Price (Share Sale).