South African construction group Murray & Roberts’ (M&R’s) proposed acquisition of the outstanding shares in Clough, of which it already owned 61.6%, through its wholly owned Australian subsidiary, was approved by the requisite majority of Clough shareholders on Friday.

The shareholders of the Australian engineering and project services contractor also approved financial assistance to M&R in the form of a loan to part fund the proposed acquisition. 

In August, the JSE-listed group made an offer to acquire all the remaining shares in Clough for A$1.46 a share. The offer comprised a cash payment of A$1.32 a share and a dividend of A$0.14.

M&R said on Friday that the Clough board determined to pay the fully franked special dividend of A$0.14 a share, subject to the scheme becoming effective, to all shareholders.

“The receipt of these approvals represented the last material conditions precedent to completion of the proposed acquisition with any remaining conditions being procedural in nature,” M&R noted.

As such, it was anticipated that Clough would apply to Australia’s federal court for approval of the scheme at a hearing on November 20.

If approved, Clough intended to lodge the orders of the court with the Australian Securities and Investments Commission on November 21, on which date the scheme would become effective and Clough’s shares would cease trading on the ASX. The implementation of the proposed acquisition was expected to take place on or about December 11, after which Clough would become a wholly owned subsidiary of M&R.

In August, M&R CEO Henry Laas reported that the company was keen to pursue oil and gas prospects in Mozambique, Tanzania and South Africa and that the proposed acquisition of Clough would strengthen its hand in what was poised to be a high-growth sector.

Clough had already become a major part of the group’s current earnings and order backlog, with its Australasian construction, and oil and gas interests making up R20.6-billion of an overall order book of R45.7-billion.

M&R expected its international operating platform, which comprised Clough and underground mining activities in North America, would soon contribute 75% of earnings before interest and tax. The remaining 25% would be derived from its South African, African and Middle Eastern businesses.

Laas said the deal would offer M&R better exposure to market sectors that offered long-term growth potential and that the execution risks were “low”, as it already had a good understanding of the business.

However, he acknowledged that the Australian liquefied natural gas (LNG) investment cycle was likely to taper in the coming two years, but said Clough was positioning itself to play a significant role in the maintenance of these LNG assets.