Aveng will acquire the remaining 37% shares it doesn't own for $1.54 cash per share.

The optionholders in the company also approved the Scheme of Arrangement for Aveng to purchase outstanding options at 20c cash per option.

The offer is conditional upon the schemes of arrangement between McConnell Dowell and its shareholders and option holders being approved.

The dividend payments will be funded by a further loan from the Aveng group.

Shocked shareholders effectively rejected the proposed takeover offer from South African company Aveng in May even though the move was endorsed by the company's independent directors.

The reaction from shareholders over the bid followed the glowing report the company chairman delivered at the AGM in November stating that group turnover was at record levels with uncompleted backlog also at a new record.

Following this, in the half-year report released in March 2003, it was revealed that net profit was up 36% and turnover up 31%.

In an announcement just one month later than the release of the company's interim report, the independent directors, with reference to a scheme whereby the 63% controlling shareholder takes out the minorities, have said that they "intend to recommend the proposal which is at a price per share comparable with recent trading" being $1.54.

This happens to compare with net tangible assets a share as stated in the interim report of $2.38 and capitalises the whole company at approximately $65 million against shareholders' funds of $104 million.