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Exx - Exxaro Resources Limited - Placing Of Exxaro Resources Limited

Release Date: 07/12/2011 14:00:12      Code(s): EXX
EXX - Exxaro Resources Limited - Placing of Exxaro Resources Limited            
("Exxaro" or the "Company") shares                                              
EXXARO RESOURCES LIMITED                                                        
Incorporated in the Republic of South Africa                                    
(Registration Number:  2000/011076/06)                                          
JSE share code:  EXX                                                            
ISIN code:  ZAE000084992                                                        
ADR code:  EXXAY                                                                
WHICH IT WOULD BE UNLAWFUL TO DO SO                                             
Placing of Exxaro Resources Limited ("Exxaro" or the "Company") shares          
The Exxaro Employee Empowerment Participation Scheme Trust ("Mpower")           
announces a placing of up to 6 144 402 shares of the Company (the               
"Placing"). The Placing is being carried out on behalf of Mpower by Deutsche    
Securities (Pty) Ltd.                                                           
The Placing is being undertaken by way of an accelerated bookbuild to           
institutional investors only and forms part of the unwinding of Mpower which    
has reached maturity at the end of its five-year capital appreciation           
When Exxaro was formed in November 2006 following the unbundling of Kumba       
Resources, Mpower was created as part of the group`s commitment to BEE          
ownership of the group. Originally, Mpower held about 3% of Exxaro`s shares     
with each of the 9 694 beneficiaries assigned units that are notionally         
linked to the shares held by the scheme.                                        
Deutsche Securities (Pty) Ltd is acting as Sole Bookrunner in relation to       
the Placing.                                                                    
Exxaro will announce further details about the Mpower unwinding and how it      
will impact beneficiaries on 14 December 2011.                                  
IMPORTANT NOTICES                                                               
This announcement is for information purposes only and shall not constitute     
an offer to buy, sell, issue, or subscribe for, or the solicitation of an       
offer to buy, sell, issue, or subscribe for any securities, nor shall there     
be any sale of securities in any jurisdiction in which such offer,              
solicitation or sale is or may be unlawful prior to registration or             
qualification under the securities laws of any such jurisdiction. This          
announcement has been issued by and is the sole responsibility of the           
No representation or warranty, express or implied, is or will be made as to,    
or in relation to, and no responsibility or liability is or will be accepted    
by Deutsche Securities (Pty) Ltd or by any of its affiliates or agents as       
to, or in relation to, the accuracy or completeness of this announcement, or    
any other written or oral information made available to or publicly             
available to any interested party or its advisers, and any responsibility or    
liability therefore is expressly disclaimed.                                    
Members of the public are not eligible to take part in the Placing.             
This announcement is directed only at persons in member states in the           
European Economic Area (the "EEA"), who are qualified investors ("Qualified     
Investors") within the meaning of Article 2(1)(e) of Directive 2003/71/EC       
(the "Prospectus Directive"). In addition, in the United Kingdom, this          
announcement is directed only at Qualified Investors that also (i) have         
professional experience in matters relating to investments falling within       
Article 19(5) of the Financial Services and Markets Act 2000 (Financial         
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within         
Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise          
lawfully be communicated (all such persons together being referred to as        
"relevant persons"). This announcement must not be acted on or relied on (i)    
in the United Kingdom, by persons who are not relevant persons and (ii) in      
any member state of the EEA other than the United Kingdom, by persons who       
are not Qualified Investors. Any investment or investment activity to which     
the announcement relates is available only to (i) in the United Kingdom,        
relevant persons and (ii) in any member state of the EEA other than the         
United Kingdom, Qualified Investors, and will be engaged in only with such      
This announcement does not itself constitute an offer for sale or               
subscription of any securities in the Company.                                  
Any investment decision to buy shares in the Company must be made solely on     
the basis of publicly available information regarding the Company. Such         
information is not the responsibility of Deutsche Securities (Pty) Ltd and      
has not been independently verified by Deutsche Securities (Pty) Ltd.           
This announcement is not for distribution, directly or indirectly, in or        
into the United States (such term to be understood throughout this              
announcement as including the United States` territories and possessions,       
any state of the United States and the District of Columbia), Canada,           
Australia or Japan or any jurisdiction into which the same would be             
unlawful.  This announcement does not constitute or form part of an offer or    
solicitation to acquire shares in the capital of the Company in the United      
States, Canada, Australia or Japan or any jurisdiction in which such an         
offer or solicitation is unlawful.  In particular, the Shares referred to in    
this announcement have not been, and will not be, registered under the          
United States Securities Act of 1933 (the "Securities Act") or under the        
securities legislation of any state of the United States, and may not be        
offered, sold, resold or delivered, directly or indirectly, in or into the      
United States absent registration except pursuant to an exemption from, or      
in a transaction not subject to, the registration requirements of the           
Securities Act.  Subject to exceptions, the Shares referred to in this          
announcement are being offered and sold only outside the United States in       
accordance with Regulation S under the Securities Act. No public offering of    
securities of the Company will be made in connection with the Placing in the    
United Kingdom, the United States, Australia, Canada, Japan, South Africa or    
The relevant clearances have not been, and nor will they be, obtained from      
the securities commission of any province or territory of Canada; no            
prospectus has been lodged with, or registered by, the Australian Securities    
and Investments Commission or the Japanese Ministry of Finance; and the         
Shares have not been, and nor will they be, registered under the securities     
laws of any state, province or territory of Australia, Canada or Japan.         
Deutsche Securities (Pty) Ltd is acting for Mpower and no one else in           
connection with the Placing and will not be responsible to anyone other than    
the issuer for providing the protections afforded to clients of Deutsche        
Securities (Pty) Ltd nor for providing advice in connection with the            
Placing, the contents of this announcement or any transaction, arrangement      
or other matter referred to herein.                                             
Deutsche Bank AG is authorised under German Banking Law (competent              
authority: BaFin - Federal Financial Supervisory Authority) and authorised      
and subject to limited regulation by the FSA. Details about the extent of       
Deutsche Bank AG`s authorisation and regulation by the FSA are available on     
Deutsche Securities (Pty) Limited (FSP Number 16700) and Deutsche Securities    
(SA) (Pty) Limited (FSP Number 16701) are authorised financial services         
7 December 2011                                                                 
Deutsche Securities (SA) (Pty) Limited                                          
Date: 07/12/2011 14:00:12 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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information disseminated through SENS.                                          

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