NOTES

The Group operates in the construction, engineering and mining environment and as a result the revenue is not seasonal in nature but is influenced by the nature of the contracts that are currently in progress. Refer to commentary for a more detailed report on the performance of the different operating platforms within the Group.

The preliminary summarised consolidated annual financial statements for the year ended 30 June 2013 have been prepared in compliance with the Listings Requirements of the JSE Limited, the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (“IFRS”), the requirements of the International Accounting Standards (“IAS”) 34, Interim Financial Reporting, SAICA Financial Reporting Guidelines as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the Companies Act, No. 71 of 2008. These statements were compiled under the supervision of Mr AJ Bester (CA) SA, Group financial director and have been audited in terms of Section 29(1) of the Act.

The accounting policies used in the preparation of these results are in accordance with IFRS and are consistent in all material respects with those used in the audited annual financial statements for the year ended 30 June 2012. The following new and revised Standards and Interpretations have been adopted in the current year; IAS 1: Presentation of Financial Statements, IAS 12: Income Taxes and certain improvements to IFRS’s 2012.

External auditors, Deloitte & Touche, have issued their opinion on the Group’s annual financial statements for the year ended 30 June 2013. The audit was conducted in accordance with International Standards on Auditing. The auditor responsible for the audit is AJ Zoghby. They have issued an unmodified audit opinion on the consolidated annual financial statements and preliminary summarised consolidated financial statements. These preliminary summarised consolidated financial statements have been derived and are consistent in all material respects with the Group’s annual financial statements. A copy of their audit report is available for inspection at the company’s registered office. Any reference to future financial performance included in this announcement has not been audited and reported on by the Group’s external auditors.

Profit/(loss) before interest and taxation includes the following significant items:

The Group continues to dispose of its investment properties with proceeds of R89 million received in the current financial year. The remaining properties are expected to be disposed of within the next 12 months. The non-core operations relating to the Steel Business and Union Carriage and Wagon Proprietary Limited were disposed of in the last quarter of the financial year. Refer to note 7 for further details.

The Board took the decision to dispose of the Group’s Construction Products Africa operating platform, as its operations are considered to be non-core to the Group. The Construction Products Africa operating platform comprises of the following entities: Hall Longmore, Rocla, Much Asphalt, Ocon Brick and Technicrete.

The disposal of the majority of the Construction Products Africa operations was concluded on 28 June 2013. The businesses and underlying assets of Much Asphalt were disposed of to a consortium comprising of Capitalworks and certain senior management and executives of Much Asphalt, while the Rocla, Ocon Brick and Technicrete entities were disposed of to a consortium comprising of Capitalworks, RMB Ventures and certain senior management and executives of Rocla, Ocon Brick and Technicrete. The disposal remains subject to Competition Commission approval and is envisaged to take place in the first quarter of the 2014 financial year. The total proceeds on the transaction is R1 325 million before transaction costs. R1 150 million will be received on the effective date, R75 million is receivable 12 months after the effective date and the remaining R100 million is receivable 24 months after the effective date. Negotiations with potential buyers for the sale of the Hall Longmore business are ongoing and shareholders will be advised in due course of the outcome thereof.

3.1 Profit from discontinued operations

3.2 Profit before interest and taxation

3.3 Cash flows from discontinued operations include the following:

The non-current amounts are considered by management to be recoverable.

Contingent liabilities are related to disputes, claims and legal proceedings in the ordinary course of business. The Group does not account for any potential contingent liabilities where a back to back arrangement exists with clients or subcontractors, and there is a legal right to offset.

On 19 June 2013 Murray & Roberts agreed to settle with the Competition Commission and conclude the investigation into historical anti-competitive behaviour. A penalty of R309 million in full and final settlement of all matters being investigated as part of the Competition Commission’s Fast-Track Settlement Process has been accrued for in the Group’s annual financial statements. The Competition Tribunal approved the penalty on 22 July 2013. The payment of the penalty will be made in three equal instalments, with the first payable one month after approval by the Competition Tribunal, the second payment 12 months thereafter and the third payment 24 months after the first payment.

There are five remaining historical incidents of collusive conduct (excluded from the concluded Fast-Track Settlement Process) that still need to be settled with the Competition Commission. The Board is of the view that the potential penalties on these transgressions will not be material compared to the penalty paid on the conclusion of the Fast- Track Settlement Process and it remains committed to concluding this matter rapidly for the benefit of all stakeholders. The Group has provided for a potential penalty in the financial year 2013 accounts.

Clough Limited (“Clough”) acquired e2o (Proprietary) Limited, a leading provider of specialised commissioning, completion and hazardous area inspection services to the energy and resources sectors on 31 January 2013 for a consideration of R84 million.

The Group disposed of the following non-core assets during the current financial year:

The Group also disposed of its 36% shareholding in Forge Group Limited on 26 March 2013 for proceeds of R1 784 million, resulting in a profit on sale of R681 million.

The Board has resolved not to declare a dividend.

There have been no significant changes to the nature of related party transactions since 30 June 2012.

The Group announced on 30 July 2013 its intention, with the support of Clough’s independent directors, to acquire the remaining 38.4% non-controlling interest in Clough for a price of AUD1,46 per share (“Proposed Acquisition”). The Group has successfully completed its confirmatory due diligence and is pleased to announce that Murray & Roberts and Clough have entered into a binding Scheme Implementation Agreement (“SIA”) on 28 August 2013 to give effect to the Proposed Acquisition. The SIA outlines the process and terms under which Murray & Roberts will make an offer to acquire the remaining 38.4% of shares outstanding in Clough by way of a Scheme of Arrangement (“Scheme”) under the Australian Corporations Act 2001 (Cth). The independent directors of Clough unanimously recommended that Clough shareholders vote in favour of the Scheme, in the absence of a superior proposal, and subject to an independent expert expressing an opinion that the Scheme is in the best interests of the Clough shareholders, excluding Murray & Roberts and its associate companies. The transaction will be funded through a combination of existing cash on Clough’s statement of financial position and modest acquisition financing. The Proposed Acquisition is still subject to, amongst others, Clough’s non-controlling interest approval as well as separate approval by the Group’s shareholders.

The directors are not aware of any other matter or circumstance arising since the end of the financial year, not otherwise dealt with in the Group’s annual financial statements, which significantly affects the financial position at 30 June 2013 or the results of its operations or cash flows for the year then ended.