EXX - Exxaro Resources Limited - Exxaro and Asac to Place 14,500,000 Exxaro Release Date: 02/04/2007 17:12:06 Code(s): EXX
EXX - Exxaro Resources Limited - Exxaro and Asac to Place 14,500,000 Exxaro
Exxaro Resources Limited
(Previously Kumba Resources Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2000/011076/06)
(Share code: EXX ISIN: ZAE000084992)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE
UNITED STATES OR ANY OTHER JURISDICTION.
EXXARO AND ASAC TO PLACE 14,500,000 EXXARO SHARES
Exxaro Resources Limited ("Exxaro") announces that it and Anglo South Africa
Capital (Proprietary) Limited ("ASAC") are launching an accelerated bookbuilt
placing of 14,500,000 ordinary shares (the "Placing Shares") of Exxaro to global
and South African institutional investors (the "Placing"). RMB Morgan Stanley
will act as global bookrunner ("Bookrunner") for the Placing, and Morgan Stanley
& Co. International Limited and Rand Merchant Bank, a division of FirstRand Bank
Limited, are acting as joint financial advisors ("Joint Financial Advisors").
As set out in the circular to Kumba Resources Limited ("Kumba") shareholders
dated 9 October 2006 ("Circular"), Exxaro has a target spread of public
shareholders of at least 25% of Exxaro shares. ASAC has agreed to use reasonable
commercial endeavours to place Exxaro shares in the market to enable Exxaro to
achieve its target spread. Furthermore, ASAC has granted Exxaro an option to
repurchase 10,000,000 Exxaro shares from ASAC ("Option"). Exxaro intends to
exercise this Option, cancel the shares repurchased under the Option and issue
10,000,000 new Exxaro shares ("New Shares") to the market.
As such the Placing will consist of 10,000,000 New Shares and 4,500,000 ordinary
shares ("Existing Shares"). The New Shares will, when issued, be credited as
fully paid and will rank pari passu in all respects with the existing issued
ordinary shares of Exxaro. Application will be made for the New Shares to be
admitted to trading on the JSE Limited ("JSE"). The Existing Shares are listed
on the JSE. Following the Placing (including the 10,000,000 New Shares issued by
Exxaro and the 4,500,000 Existing Shares sold directly by ASAC), Exxaro will
have increased its free float to 24.4%.
The books for the Placing will open with immediate effect. Pricing and
allocations are expected to be announced as soon as practicable following the
closing of the books. The amount of the Placing proceeds and the Placing price
will be decided at the close of the accelerated bookbuilding period following
agreement between the Bookrunner, Joint Financial Advisors, ASAC and Exxaro. A
further announcement will be made at that time. The timing of the closing of the
books, pricing and allocations may be amended at the absolute discretion of the
The arrangements for the placement provide that Exxaro and ASAC will each
undertake that, following completion of the placement, they will not, for a
period of 90 and 60 days respectively, sell or issue, where applicable, further
shares of Exxaro, except pursuant to the completion of Exxaro`s reorganisation
transactions set out in the Circular or in the case of ASAC pursuant to
transfers to its affiliates.
For further information please contact:
Exxaro: Trevor Arran +27 12 307 3292
Morgan Stanley: Beth Mandel +27 11 507 0810
Rand Merchant Bank: Peter Hayward-Butt +27 11 282 4416
This announcement is not for publication or distribution or release in the
United States of America (including its territories and possessions, any state
of the United States and the District of Columbia). This announcement does not
constitute or form part of an offer or solicitation of an offer to purchase or
subscribe for securities in the United States or any other jurisdiction. The
securities referred to herein have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold, directly or indirectly, in the United States, absent
registration or an exemption from, or transaction not subject to, the
registration requirements of the Securities Act. No public offering of
securities is being made in the United States. This announcement does not and is
not intended to constitute an offer to the public in South Africa in terms of
Chapter VI of the South African Companies Act, 1973 (as amended).
Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly in or into the United States, Canada,
Australia or Japan.
2 April 2007
Transactional sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 02/04/2007 17:12:06 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department .