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EXX - Exxaro - Repurchase and placing Exxaro ordinary shares by Exxaro and ASAC

Release Date: 16/04/2007 07:30:01      Code(s): EXX
EXX - Exxaro - Repurchase and placing Exxaro ordinary shares by Exxaro and ASAC 
Exxaro Resources Limited                                                        
(Previously Kumba Resources Limited)                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number: 2000/011076/06)                                           
(Share code: EXX    ISIN: ZAE000084992)                                         
("Exxaro" or "the company")                                                     
19,000,000 EXXARO ORDINARY SHARES BY EXXARO AND ASAC                            
At the general meeting of Exxaro shareholders held on Thursday, 2 November 2006 
("general meeting"), Exxaro shareholders voted in favour of:                    
-    an option granted to Exxaro by Anglo South Africa Capital (Proprietary)    
    Limited ("ASAC") ("ASAC repurchase option"), to repurchase and cancel       
    10,000,000 Exxaro ordinary shares ("Exxaro shares") from ASAC at R45.99 per 
    Exxaro share ("exercise price") ("ASAC repurchase"); and                    
-    the allotment and issue of 10,000,000 Exxaro shares to the market ("issue  
    of shares for cash"), to increase Exxaro`s free float.                      
Pursuant to the approval obtained from Exxaro shareholders at the general       
meeting, Exxaro:                                                                
-    exercised the ASAC repurchase option on Wednesday, 4 April 2007;           
-    implemented the ASAC repurchase on Friday, 13 April 2007;                  
-    and carried out the issue of shares for cash on Friday, 13 April 2007 by   
    way of an accelerated bookbuild placing which commenced after the close of  
trade on the JSE Limited ("JSE") on Monday, 2 April 2007 and closed at      
    16H00 on Tuesday, 3 April 2007 (the "placing").                             
In accordance with ASAC`s commitment to assist Exxaro in achieving its targeted 
minimum free float of 25%, ASAC decided to participate in the placing by        
contributing 9,000,000 Exxaro shares in addition to the 10,000,000 Exxaro       
shares, subject to the issue of shares for cash.  In aggregate, the placing     
consisted of 19,000,000 Exxaro shares (the "placing shares"), representing      
approximately 5.4% of the issued share capital of Exxaro. The placing increased 
Exxaro`s free float to 25.7%.                                                   
The placing was conducted at a price of 64 Rand per ordinary share ("placing    
price"), raising gross proceeds of R1,216 million.  As the placing price        
exceeded the exercise price, the profit realised on the issue of shares for cash
will be divided between ASAC and Exxaro as outlined in the circular to Exxaro   
shareholders dated 9 October 2006, with ASAC and Exxaro receiving 66.6% and     
33.4% of the net profits, respectively.  The Exxaro shares issued pursuant to   
the issue of shares for cash were listed on the JSE on Friday, 13 April 2007.   
As ASAC is a related party to Exxaro, Citigroup Global Markets Limited          
("Citigroup") had to furnish a fair and reasonable opinion to the JSE in terms  
of the JSE Listings Requirements.  As at Tuesday 3 April 2007 Citigroup was of  
the opinion that the terms upon which the ASAC repurchase option would be       
exercised from a financial point of view, were fair and reasonable to the Exxaro
shareholders (other than Anglo American plc and its subsidiaries and            
The fair and reasonable opinion will be available for inspection by Exxaro      
shareholders at Exxaro`s registered office situated at Roger Dyson Road,        
Pretoria West, 0183, from Monday, 16 April 2007 until Monday, 30 April 2007.    
The issue of shares for cash was fully underwritten.  Pursuant to the           
implementation of the ASAC repurchase, Exxaro is not in breach of Section 90 of 
the Companies Act, 61 of 1973, as amended.                                      
16 April 2007                                                                   
Joint financial adviser       Transaction Sponsor  and joint Financial adviser  
Morgan  Stanley               Rand Merchant Bank                                

Lead sponsor                  Independent financial expert                      
JP Morgan Equities            Citigroup Global Markets Limited                  
Date: 16/04/2007 07:30:00 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  

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