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Exx - Exxaro Resources Limited - Exxaro Takeover Offer Price For African

Release Date: 02/02/2012 11:38:01      Code(s): EXX
EXX - Exxaro Resources Limited - Exxaro takeover offer price for African        
Iron declared final                                                             
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                                                                
("Exxaro")                                                                      
EXXARO TAKEOVER OFFER PRICE FOR AFRICAN IRON DECLARED FINAL                     
OFFER NOW FREE FROM ALL CONDITIONS OTHER THAN 50% MINIMUM ACCEPTANCE            
CONDITION                                                                       
NO EXTENSION TO CLOSING DATE OF 14 FEBRUARY 2012 UNLESS MORE THAN 50%           
ACCEPTANCES RECEIVED BY THAT DATE                                               
Exxaro Resources Limited (JSE code: EXX) today announced that the offer         
price under the cash takeover offers made by its wholly owned subsidiary,       
Exxaro Australia Iron Investments Pty Ltd (Exxaro), for all the shares and      
listed options of African Iron Limited (ASX code: AKI) (AKI) (the Offers)       
had been declared final (in the absence of any competing offer being            
announced before the close of the Offers).                                      
The AKI Directors have unanimously recommended, and continue to unanimously     
recommend, that AKI shareholders and listed optionholders accept the Offers     
in the absence of a superior proposal.                                          
The price of the offer for the AKI shares is $0.51 per share. The share         
offer price will be increased to $0.57 if Exxaro acquires 75% or more of the    
fully diluted share capital of AKI. The price of the offer for the listed       
AKI options is $0.31 per option increasing to $0.37 if the 75% threshold is     
reached.                                                                        
By declaring the Offers final (in the absence of any competing offer being      
announced before the close of the Offers) Exxaro has confirmed that there       
will be no price increase above $0.51 or $0.57 (as the case may be,             
depending on whether the 75% threshold is reached) for the share offer          
(unless a competing offer is announced) and no price increase above $0.31 or    
$0.37 (as the case may be, depending on whether the 75% threshold is            
reached) for the listed option offer (unless a competing offer is               
announced).                                                                     
The Offers are scheduled to close at 5pm Perth time on 14 February 2012. The    
Offers will not be extended by Exxaro beyond that time (in the absence of       
any competing offer being announced before the closing of the Offers) unless    
it obtains 50% or more acceptances by that time. Under Australian takeover      
law, the Offers will automatically extend for a further 2 weeks if Exxaro       
receives 50% or more acceptances in the last 7 days of the offer period.        
Importantly, Exxaro has today freed the Offers from all conditions other        
than the 50% minimum acceptance condition. Once the 50% acceptance threshold    
has been reached, all AKI shareholders and listed optionholders who have        
accepted the Offers will receive payment within 14 days from that date and      
those who accept from that date onwards will be paid within 14 days of the      
acceptance.                                                                     
AKI shareholders and listed optionholders should accept the Offers without      
delay. If AKI shareholders and listed optionholders wish to maximise their      
chance of obtaining $0.57 per AKI share, and $0.37 per listed AKI option        
respectively, they should accept the Offers as soon as possible to help         
ensure that Exxaro obtains a relevant interest in at least 75% of the fully     
diluted capital of AKI.                                                         
The major shareholder in AKI, Cape Lambert Resources Limited, has already       
accepted for 19.99% of the AKI shares and the directors of AKI have accepted    
for all their shares and their listed options. Exxaro currently has received    
acceptances in respect of approximately 22.25% of AKI`s issued shares and       
31.21% of AKI`s listed options.                                                 
No competing proposal for AKI has been announced since Exxaro`s Offers were     
announced on 11 January 2012. AKI has not advised Exxaro of any approaches      
from or discussions with any third party about a competing offer.               
AKI shareholders and listed optionholders are encouraged to accept the          
Offers before the close of the Offers or risk seeing the prices of their        
shares and listed options fall.                                                 
If AKI shareholders or listed optionholders have any questions or need a new    
acceptance form they should call the Exxaro Offer Information Line on 1800      
095 654.                                                                        
About Exxaro                                                                    
Exxaro Resources Limited is a diversified South African-based mining            
company, listed on the JSE Limited (JSE: EXX) with a market capitalisation      
of approximately R 61.8 billion.                                                
Exxaro mines, extracts and processes a range of minerals and metals,            
including coal, mineral sands and base metals primarily in South Africa,        
Australia and China.  As one of the largest South African coal producers,       
with capacity now approaching 48 million tonnes per annum and the third-        
largest global producer of mineral sands products, Exxaro is a significant      
participant in the coal and mineral sands markets. Exxaro has a 20% interest    
in the Sishen Iron Ore Company, a subsidiary of JSE listed Kumba Iron Ore       
Limited, which operates the Sishen and Thabazimbi mines in South Africa.        
Further information on Exxaro can be found at www.exxaro.com                    
For enquiries:                                                                  
Wim de Klerk                                                                    
Finance Director                                                                
Tel: +27 12 307 4848                                                            
Email: wim.deklerk@exxaro.com                                                   
Pretoria                                                                        
2 February 2012                                                                 
Sole financial advisor to Exxaro                                                
Investec Bank (Australia) Limited and Investec Bank Limited                     
Legal advisors                                                                  
Gilbert + Tobin                                                                 
Transaction sponsor                                                             
Investec Bank Limited                                                           
Sponsor to Exxaro                                                               
Deutsche Securities (SA) (Proprietary) Limited                                  
Date: 02/02/2012 11:38:01 Supplied by www.sharenet.co.za                     
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