EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited Release Date: 15/02/2012 07:05:02 Code(s): EXX
EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited
shareholders and listed option holders becomes unconditional
Exxaro Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/011076/06)
JSE share code: EXX ISIN: ZAE000084992
ADR code: EXXAY
EXXARO CASH OFFER TO AFRICAN IRON LIMITED SHAREHOLDERS AND LISTED OPTION
HOLDERS BECOMES UNCONDITIONAL
On 2 February 2012, Exxaro Resources Limited (JSE code: EXX) announced that
the cash takeover offers made by its wholly owned subsidiary, Exxaro
Australia Iron Investments Pty Ltd, for all the shares and listed options of
African Iron Limited (ASX code: AKI) ("African Iron") (the "Offers") had
been declared final (in the absence of any competing proposal being
announced before the close of the Offers) and free from all conditions other
than the 50% minimum acceptance condition.
Exxaro is pleased to announce that it has received acceptances in respect of
approximately 66.59% of African Iron`s issued shares and 6.05% of African
Iron`s listed options. Exxaro has also received 74.02% acceptances of the
separate offers made for the unlisted options. As Exxaro now has a relevant
interest in more than 50% of African Iron shares on an undiluted and a fully-
diluted basis, the Offers have therefore become unconditional in accordance
with all their terms.
The Offers were scheduled to close at 5pm Perth time on 14 February 2012 but
as Exxaro`s voting power in African Iron is now more than 50%, the Offers
will be extended as required under Australian law by an additional two
weeks. The Offers will finally close at 4pm Perth time on 28 February 2012.
All African Iron shareholders and listed option holders who have accepted
the Offers will receive payment within 14 days from 14 February 2012 and any
African Iron shareholder or listed option holder who accepts the Offers
during the extension period will receive payment within 14 days of their
The price of the offer for African Iron 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 African Iron. The price of the offer for
African Iron listed options is $0.31 per listed option, which will be
increased to $0.37 if the 75% threshold is reached. There will be no
increase to these offer prices.
Exxaro management takes this opportunity to express its gratitude to the
African Iron board for its support during the offer period and the time
leading up to the launch of the Offers. Exxaro would also like to thank
African Iron`s major shareholder, Cape Lambert Resources Limited (ASX:CFE),
and in particular, Tony Sage, Executive Chairman, for supporting the Offers
from the outset by entering into a pre-bid acceptance agreement for 19.99%
of its interest in African Iron as well as accepting the share offer for
the remainder of its shares.
Exxaro also expresses its gratitude towards the Government of the Republic
of Congo ("RoC") for providing the confidence to invest in their country.
Exxaro is committed to develop its iron ore portfolio with a view to achieve
its stated strategic objective of producing 10Mtpa of iron ore by 2016.
Sipho Nkosi, Exxaro`s chief executive officer, said: "The successful
acquisition of a controlling interest in African Iron is consistent with
Exxaro`s strategy of expanding into the iron ore sector. We believe the
fundamentals of iron ore are positive in the medium-to-long term and we have
in-house expertise and experience in mining bulk commodities. Exxaro has
been actively pursuing opportunities to increase its exposure in iron ore
and we believe this operation in the RoC, an iron ore development frontier,
provides an attractive platform for further growth in the commodity. Exxaro
is committed to using its technical expertise and balance sheet to
accelerate the development of African Iron`s projects and we look to work
closely together with other iron ore developing companies in the RoC."
African Iron is an Australian-listed and domiciled iron ore development
company working on the exploration and evaluation of the Mayoko and Ngoubou-
Ngoubou projects in the RoC in central West Africa. African Iron`s projects
are located in the Niari Prefecture approximately 300km north-east of Pointe-
Noire on the Atlantic Ocean. African Iron`s key asset is its 92% interest in
the Mayoko iron ore project. The Mayoko project currently has a JORC
compliant mineral resource of 121 million tonnes of iron ore, consisting of
a hematite cap of direct shipping ore ("DSO") at 55% Fe and beneficiable DSO
ore at 41% Fe. The Mayoko project represents a near term development
opportunity in an emerging iron ore province in central West Africa with an
existing underutilised, heavy haulage mineral railway passing within 2km of
the main prospect and terminating at the port of Pointe-Noire. African
Iron`s second iron ore opportunity is its 85% interest in the 944km2 Ngoubou-
Ngoubou Authority to Prospect, which is contiguous with Mayoko. For further
information on African Iron, please visit www.africanironlimited.com.
Exxaro Resources Limited is a diversified South African-based mining
company, listed on the JSE Limited ("JSE") (JSE: EXX) with a market
capitalisation of approximately R72.2 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 48Mtpa 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
Wim de Klerk
Tel: +27 12 307 4848
Sole financial advisor to Exxaro
Investec Bank (Australia) Limited and Investec Bank Limited
Gilbert + Tobin
Investec Bank Limited
Sponsor to Exxaro
Deutsche Securities (SA) (Proprietary) Limited
15 February 2012
Date: 15/02/2012 07:05:02 Supplied by www.sharenet.co.za
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