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Exx - Exxaro Resources Limited - Terms Announcement Relating To The Company`s

Release Date: 30/03/2012 15:12:03      Code(s): EXX
EXX - Exxaro Resources Limited - Terms announcement relating to the company`s   
proposed replacement employee share ownership plan ("REPLACEMENT ESOP" OR       
"SCHEME")                                                                       
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" or "the Company")                                                     
TERMS ANNOUNCEMENT RELATING TO THE COMPANY`S PROPOSED REPLACEMENT EMPLOYEE SHARE
OWNERSHIP PLAN ("REPLACEMENT ESOP" OR "SCHEME")                                 
Highlights                                                                      
-    The effective date of the Replacement ESOP will be 1 July 2012             
    ("Implementation Date") and the expiry date will be 31 May 2017 ("Final     
Date");                                                                     
-    For illustrative purposes and based on an Exxaro 30 day VWAP of R204.26 to 
    28 March 2012, 367 units will be issued to each qualifying employee;        
-    The Replacement ESOP will enable the future ownership of 0.8% shareholding 
in Exxaro by the ESOP Trust if the proposed transaction between Exxaro and  
    Tronox Incorporated ("Tronox"), which inter alia entails the disposal of    
    Exxaro`s Mineral Sands Operations to Tronox in exchange for shares to be    
    issued in Tronox to Exxaro ("Tronox Transaction"), becomes unconditional    
and is implemented by 30 September 2012 and 1.0% shareholding in Exxaro if  
    it is not implemented;                                                      
-    The employer companies in the Exxaro Group ("Employer Companies") will make
    capital contributions of R75 000 (in respect of each qualifying employee)   
to the ESOP Trust to enable the share subscription; and                     
-    The estimated economic cost of implementing the Replacement ESOP for Exxaro
    and its shareholders is estimated to be approximately R584 million if the   
    Tronox Transaction is implemented and R702 million if the Tronox            
Transaction is not implemented.                                             
1    Introduction and rationale                                                 
    Exxaro`s employee share ownership plan for qualifying employees of Exxaro   
    and all of its subsidiaries, whether direct or indirect ("Exxaro Group"),   
commonly referred to as Mpower and the majority of the beneficiaries of     
    which were historically disadvantaged South Africans ("HDSA"), expired on   
    27 November 2011.                                                           
    The Company intends to adopt a new employee share ownership plan for        
employees not participating in any other executive share incentive          
    arrangements of the Company, the majority of whom are HDSAs ("Qualifying    
    Employees").  Qualifying Employees who receive and accept the award of      
    vested rights in the shares held by the ESOP Trust ("Units") will become    
participants of the Scheme ("Participants").                                
    The purpose of this announcement is to provide shareholders with details of 
    the Replacement ESOP.  A general meeting of Exxaro shareholders, at which   
    Exxaro shareholders will be requested to vote on the implementation of the  
Replacement ESOP, will be held at 11:00 or immediately after the annual     
    general meeting of Exxaro shareholders on Tuesday, 22 May 2012 at Exxaro`s  
    Corporate Centre, Roger Dyason Road, Pretoria West, 0183, South Africa      
    ("General Meeting").                                                        
2    Details of the Replacement ESOP                                            
    2.1  Purpose of the Replacement ESOP                                        
         The purpose of the Replacement ESOP will be to provide a framework for 
         the continued retention of, and to provide an incentive to, Qualifying 
Employees within the Exxaro Group.                                     
         The Replacement ESOP will further provide for the promotion by the     
         Exxaro Group of Black Economic Empowerment ("BEE") and increase broad- 
         based and effective participation in the equity of the Company by      
HDSAs as contemplated in the Broad-Based Socio-Economic Empowerment    
         Charter for the South African Mining Industry.                         
    2.2  Establishment of the ESOP Trust                                        
         The Company established the Exxaro Employee Empowerment Trust ("ESOP   
Trust") for the purpose of holding the Replacement ESOP shares for the 
         benefit of the Participants.  The Participants will be appointed as    
         beneficiaries to the capital and income thereof, by formally accepting 
         an offer to become employee beneficiaries as contained in an award     
notice.                                                                
         The ESOP Trust is regulated by the ESOP Trust Deed, which will         
         stipulate the rules and regulations that the trustees of the ESOP      
         Trust ("ESOP Trustees") must follow when managing their entitlements   
on behalf of Participants ("ESOP Trust Deed").  In particular, the     
         ESOP Trust shall comply with the provisions of section 97 of the       
         Companies Act, 2008, as amended.                                       
         The ESOP Trust and trust property will be managed by the ESOP          
Trustees.  Although the majority of the ESOP Trustees will be elected  
         by the unions which have obtained bargaining rights in terms of a      
         recognition agreement with the Exxaro Group ("Recognised Unions"), it  
         is envisaged that the Company will also appoint some of the ESOP       
Trustees, with at least one independent trustee being appointed by the 
         body of ESOP Trustees.                                                 
         The number of ESOP Trustees appointed by the Company will always be    
         less than the number of ESOP Trustees elected by the Recognised        
Unions.  The Replacement ESOP will consequently be controlled by the   
         Participants.                                                          
         The majority of ESOP Trustees will be HDSAs, and at no time will an    
         ESOP Trustee be a director of the Employer Companies or other related  
party.                                                                 
    2.3  Acquisition of shares                                                  
         The Employer Companies will pay the following amounts to the ESOP      
         Trust:                                                                 
-    an initial capital contribution in respect of the acquisition of the   
         Initial Subscription Shares (as defined in paragraph 2.3.1 below) in   
         an amount of R509 400 000 ("Initial Contribution Amount");             
    -    a further capital contribution of R117 900 000 to the extent that the  
Tronox Transaction does not become unconditional and is not            
         implemented, in order to subscribe for the Further Subscription Shares 
         (as defined in paragraph 2.3.2 below) in the Company ("Additional      
         Contribution Amount");                                                 
-    a capital contribution in respect of any new employees as may be       
         identified subsequent to the Implementation Date for participation in  
         the Scheme, if applicable ("New Employees Contribution Amount");       
    -    an amount of R74 677 500 on an unsecured loan basis for purposes of    
subscribing for shares in the Company ("Loan Amount") in order to      
         acquire shares for future employees, and                               
    -    a capital contribution if there is any outstanding balance owing by    
         the ESOP Trust to the Company in respect of an amount advanced to the  
ESOP Trust prior to 31 May 2017 ("Final Contribution Amount")          
         (collectively the "Capital Contribution Amounts").                     
         The ESOP Trust will subscribe for and be issued with up to 1.5%        
         (depending on the 30 (thirty) day volume weighted average price        
("VWAP") of the ordinary shares in the share capital of Exxaro         
         ("Exxaro Shares") to 22 June 2012 ("Transaction Share Price")), as     
         follows:                                                               
    2.3.1     Initial Specific Issue for Cash                                   
Exxaro will issue the Initial Subscription Shares to the ESOP Trust at the  
    Transaction Share Price on 28 June 2012 ("Initial Subscription Date").  The 
    Initial Specific Issue for Cash will enable the ESOP Trust to allocate      
    Units with a value of R75 000 to each Qualifying Employee who is not        
employed by Exxaro TSA Sands Proprietary Limited and Exxaro Sands           
    Proprietary Limited ("Exxaro Mineral Sands Operations") ("Exxaro Other      
    Operations employee").                                                      
    The number of Initial Subscription Shares to be issued by Exxaro in         
consideration for the Initial Subscription Amount (E+F in the formula       
    below) shall be determined with reference to the following formula:         
    D = (E + F) / G                                                             
    Where:                                                                      
D means the number of Initial Subscription Shares;                          
    E means the Initial Contribution Amount;                                    
    F means the Loan Amount; and                                                
    G means the Transaction Share Price.                                        
For illustrative purposes, based on an Exxaro 30 day VWAP of R204.26 to     
    Wednesday, 28 March 2012, being the last practicable date prior to the      
    finalisation of this announcement ("Last Practicable Date"), the number of  
    Exxaro Shares expected to be issued to the ESOP Trust is as follows:        
Number of Exxaro   Cash value of                         
                       Shares             Initial                               
                                          Subscription                          
                                          (Rand)                                
Exxaro Shares to  2 859 480          584 077 500                           
     be issued                                                                  
    2.3.2     Further Specific Issue for Cash                                   
    Should the Tronox Transaction not become unconditional in accordance with   
its terms ("Further Subscription Date") by 30 September 2012, Exxaro will   
    issue the Further Subscription Shares to the ESOP Trust ("Further Specific  
    Issue for Cash") at the Transaction Share Price.  To the extent applicable, 
    the Further Specific Issue for Cash will enable the ESOP Trust (in addition 
to the underlying shares issued to the ESOP Trust for the benefit of Exxaro 
    Other Operations employees under the Initial Specific Issue for Cash) to    
    allocate Units to the value of R75 000 to each Exxaro Mineral Sands         
    Operations employee.                                                        
The number of Further Subscription Shares to be issued by Exxaro in         
    consideration for the Additional Contribution Amount shall be determined    
    with reference to the following formula:                                    
    A = B / C                                                                   
Where:                                                                      
    A means the number of Further Subscription Shares;                          
    B means the Additional Contribution Amount; and                             
    C means the Transaction Share Price.                                        
For illustrative purposes, based on an Exxaro 30 day VWAP of R204.26 to the 
    Last Practicable Date, the number of Exxaro Shares expected to be issued to 
    the ESOP Trust is as follows:                                               
                       Number of Exxaro   Cash value of                         
Shares             Further                               
                                          Subscription                          
                                          (Rand)                                
     Exxaro Shares to  577 205            117 900 000                           
be issued                                                                  
    The Employer Companies shall pay the Initial Contribution Amounts to the    
    ESOP Trust in the ratio of the number of Participants employed by each      
    Employer Company as bears to the total number of Participants employed by   
the Employer Companies in order to enable the ESOP Trustees to partially    
    subscribe for the Subscription Shares.                                      
    The Company shall lend the Loan Amount to the ESOP Trust.  The Capital      
    Contribution Amounts, to the extent applicable, and the Loan Amount, will   
enable the ESOP Trustees to subscribe for the Initial Subscription Shares   
    and Further Subscription Shares (collectively, the "Subscription Shares").  
    The ESOP Trustees shall vest Units in respect of the underlying             
    Subscription Shares in favour of the Participants, in accordance with the   
ESOP Trust Deed.  On the Final Date, the ESOP Trustees shall deliver the    
    Subscription Shares underlying each Unit to the Participants.               
    The Subscription Shares will be held in the ESOP Trust for the full         
    duration of the Replacement ESOP for the beneficial interest of the         
relevant Participants, and may not be disposed of before the expiry of a    
    period of 7 (seven) business days (being a calendar day other than a        
    Saturday, Sunday or gazetted national public holiday in South Africa)       
    ("Business Days") after the Final Date, unless specifically provided for in 
terms of the ESOP Trust Deed.                                               
2.4  Participation in the Replacement ESOP                                      
    To qualify to participate in the Replacement ESOP, the following            
    requirements must be complied with:                                         
-    the employee must be permanently employed by an Employer Company and a 
         salient term of such employment is that the employee must remain so    
         employed for the duration of the Replacement ESOP and be employed on   
         the Final Date;                                                        
-    only South African resident employees or non-residents who are         
         employed and based in the Republic of South Africa qualify for         
         participation; and                                                     
    -    only employees who do not qualify to take part in any other managerial 
share based incentive may participate.                                 
    It is envisioned that approximately 71% of Participants will be "Black      
    People" as defined in the Broad-Based Black Economic Empowerment Act No 53  
    of 2003, as amended from time to time.  In this regard, the Scheme shall be 
implemented on the basis that the majority of Participants shall at all     
    times be Black People.                                                      
2.5  Creation of Units                                                          
    In terms of the ESOP Trust, Units will be created for allocation to         
Qualifying Employees.  The Units will in principle represent a vested right 
    of each Participant from inception in the Subscription Shares pursuant to   
    acceptance thereof by each such Participant.                                
    At inception, all Qualifying Employees will receive the same number of      
Units regardless of race, remuneration package and years of service.        
    Except as to be provided in the ESOP Trust Deed, the Participants will not  
    be entitled to dispose of their Units until after a period of 7 (seven)     
    Business Days after the Final Date.                                         
2.6  Final Date                                                                 
    On the Final Date, the ESOP Trustees shall deliver the Subscription Shares  
    underlying each Unit to the Participants.                                   
    However, pursuant to the delivery of the relevant Subscription Shares       
underlying the Units on the Final Date, a Participant may request in        
    writing that the ESOP Trust sell the relevant Subscription Shares in the    
    market after a period of 7 (seven) Business Days after the Final Date as    
    agent for and on his behalf, deduct the tax liability and any additional    
costs resulting from participation in the Replacement ESOP before payment   
    of the balance to the Participant.                                          
2.7  Events influencing benefits to be received                                 
    Certain events could influence the benefits to be received by Participants  
if they happen before the Final Date.  These are listed below:              
    2.7.1     Termination of services                                           
A    distinction will be made between:                                          
    -    Participants whose employment with the Employer Companies is           
terminated due to:                                                     
         -    retrenchment;                                                     
         -    retirement;                                                       
         -    Employer Company ceasing to form part of the Employer Companies,  
provided that any transfer of employment by a Participant to      
              another Employer Company shall not be deemed to constitute any    
              termination of employment by a Participant with the Employer      
              Companies;                                                        
-    death;                                                            
         -    disability or incapacity which results in the employee being      
              unable to perform the inherent job requirements of their          
              occupation; or                                                    
-    promotion out of the relevant qualifying category                 
    (collectively "Good Leavers"); and                                          
    -    Participants whose participation in the Replacement ESOP is terminated 
         due to:                                                                
-    the Participant being lawfully dismissed or resigning from his         
         employment with the relevant Employer Company;                         
    -    the Participant being declared insolvent;                              
    -    there being grounds which would have justified a summary dismissal at  
law by the relevant Employer Company and the ESOP Trustees elect to    
         rely on such grounds for the purposes of the Replacement ESOP; or      
    -    a Participant being in breach of any of the provisions of the ESOP     
         Trust Deed and failing to remedy such breach within 7 (seven) days     
after being called upon in writing to do so by the ESOP Trustees       
(collectively "Bad Leavers").                                                   
Good Leavers shall receive the benefits in relation to the Units vested in the  
Participant until the date of such event (i.e. their benefits will be pro-      
rated), save in the case of death and/or retrenchment and/or voluntary          
retrenchment, as approved by the Exxaro Remuneration and Nomination Committee,  
where the estate of the Participant or the Participant, as the case may be,     
shall receive all benefits in relation to the Units.                            
Bad Leavers will forfeit their Units for no consideration and cease to be       
Participants in the Replacement ESOP.                                           
2.7.2     Company Activities                                                    
    Reconstruction or Takeover                                                  
If there is any reconstruction or takeover of the Company all Units will    
    become immediately unrestricted, and the Trustees shall deliver the         
    Subscription Shares underlying each Unit to the Participants, as set out in 
    2.6.                                                                        
Variation in Share Capital                                                  
    If there is any variation in share capital, the ESOP Trustees shall make    
    such adjustment to the number of scheme shares and Units to place the       
    Participants in a substantially similar economic position.                  
2.8  Unallocated Units in the ESOP Trust                                        
    Employees who join the Employer Companies after the Implementation Date of  
    the Replacement ESOP and who qualify as outlined above, will also qualify   
    for Units.                                                                  
However, those Qualifying Employees will receive the benefits of the        
    Replacement ESOP pro rata.  For instance, if a Qualifying Employee joins    
    two and a half years (30 months) after introduction of the Replacement      
    ESOP, he will only enjoy approximately half (50%) of the benefits of        
participating in the Replacement ESOP for the remaining two and half years. 
    To accommodate the above, it is intended that all of the Units will not be  
    allocated at inception of the Replacement ESOP.  In addition, Units         
    forfeited by Bad Leavers due to early termination of employment may also be 
utilised by the ESOP Trust for allocation to new joiners.  All              
    distributions received by the ESOP Trust in relation to any unallocated     
    Subscription Shares shall be utilised by the ESOP Trust to acquire          
    additional Exxaro Shares in the market.                                     
To the extent that there are unallocated Units on the Final Date, with the  
    consequence that all Subscription Shares at that time in the ESOP Trust are 
    not being utilised for the benefit of Qualifying Employees, these           
    Subscription Shares shall be dealt with as follows as determined by the     
Trustees:                                                                   
    -    any unallocated Subscription Shares will be used to settle the         
         outstanding liabilities of the ESOP Trust at the time, and to the      
         extent that the establishment of a new scheme is contemplated at the   
time, the remainder rolled over into that new scheme; or               
    -    the Company shall appoint in writing a residual beneficiary of the     
         ESOP Trust at that time, provided that the ESOP Trustees shall be      
         entitled to sell the relevant Subscription Shares in the market and    
the proceeds distributed back to such residual beneficiary.            
2.9  Estimated economic cost                                                    
    The estimated economic cost of implementing the Replacement ESOP for Exxaro 
    and its shareholders is estimated to be approximately R584 million if the   
Tronox Transaction becomes unconditional and R702 million if the Tronox     
    Transaction does not become unconditional.  This represents between         
    approximately 0.8% and 1.0% of the market capitalisation of Exxaro as at    
    the Last Practicable Date.                                                  
3    Pro forma financial effects of the Replacement ESOP                        
    The table below sets out the unaudited pro forma financial effects of the   
    Replacement ESOP on, inter alia, Exxaro`s audited basic earnings per share, 
    headline earnings per share, fully diluted headline earnings per share, net 
asset value per share and net tangible asset value per share based on the   
    most recently published condensed audited group results of Exxaro for the   
    year ended 31 December 2011.  The unaudited pro forma financial effects are 
    based on the assumptions set out below and include assumptions on share     
price.                                                                      
    The accounting policies of Exxaro for the year ended 31 December 2011 have  
    been used in preparing the pro forma financial effects.                     
    The unaudited pro forma financial information was prepared for illustrative 
purposes only and may not, because of its nature, fairly present Exxaro`s   
    financial position, changes in equity, and results of its operations or     
    cash flows as at the relevant reporting date.  It does not purport to be    
    indicative of what the financial results would have been, had the           
Replacement ESOP been implemented on a different date.                      
    The unaudited pro forma financial information of Exxaro presented below is  
    the responsibility of Exxaro`s directors.                                   
Effects per Exxaro share   Before   After the  %        After the  % change     
(cents)                    (1)      Initial    change   Intial &                
                                   Specific            Further                  
                                   Issue (2)           Specific                 
                                                       Issue (2)                
Earnings per share (3)     2 199    2 174      (1.1%)   2 169      (1.4%)       
Headline earnings per      2 098    2 073      (1.2%)   2 068      (1.4%)       
share (3)                                                                       
Diluted headline earnings  2 069    2 040      (1.4%)   2 035      (1.6%)       
per share (3)                                                                   
Net asset value ("NAV")    6 663    6 662      -        6 662      -            
per share (4)                                                                   
Net tangible asset         6 627    6 626      -        6 626      -            
("TNAV") value per share                                                        
(4)                                                                             
Weighted average number    348      348                 348                     
of shares (millions) (5)                                                        
Diluted weighted average   353      354                 354                     
number of shares                                                                
(millions) (6)                                                                  
Number of shares in issue  354      354                 354                     
(millions) (5)                                                                  
Notes and assumptions:                                                          
(1)  Extracted from Exxaro`s condensed audited group results for the year ended 
    31 December 2011.                                                           
(2)  Represents the unaudited pro forma financial effects after the Initial     
    Specific Issue for Cash and the Further Specific Issue for Cash.            
(3)  Earnings, headline earnings and diluted headline earnings per share effects
    are based on the following principal assumptions:                           
-    the Initial Specific Issue for Cash and the Further Specific Issue for Cash
    were effective 1 January 2011;                                              
-    2 859 480 shares issued in the Initial Specific Issue for Cash;            
-    577 205 shares issued in the Further Specific Issue for Cash;              
-    a share price of R204.26, being the 30 day VWAP as at the Last Practicable 
    Date was used to determine the number of shares issued in terms of the      
    Initial Specific Issue for Cash and the Further Specific Issue for Cash;    
-    the cash contribution to the Replacement ESOP is expensed in terms of IFRS 
2, Share-based Payments evenly over a five year period;                     
-    total estimated transaction costs of R5.3 million were incurred, which are 
    once off in nature; and                                                     
-    taxation accrued at 28%.                                                   
(4) NAV and NTAV effects are based on the following principal assumptions: 
-    the Initial Specific Issue for Cash and the Further Specific Issue for Cash
    were effective 31 December 2011;                                            
-    the shares issued to the Replacement ESOP will be held as treasury shares  
until vesting, being after a five year period;                              
-    total estimated transaction costs of R5.3 million were incurred, which are 
    once off in nature; and                                                     
-    taxation thereon at 28%.                                                   
(5)  Assuming a 30 day VWAP of R204.26 per Exxaro share, 2 859 480 and 577 205  
    Exxaro shares will be issued in terms of the the Initial Specific Issue for 
    Cash and the Further Specific Issue for Cash, respectively and held as      
    treasury shares until the Final Date.  Treasury shares are equity           
instruments, which have not yet been issued to the employees until all      
    vesting conditions have been met and as a result are excluded from the      
    calculation of basic earnings per share.                                    
(6)  For the purpose of calculating "diluted weighted average number of shares  
in issue"                                                                   
    -    Exxaro has assumed a share price of R204.26, being the share price as  
         at the Last Practicable Date; and                                      
    -    571 896 shares in respect of the Initial Specific Issue for Cash and   
115 441 shares in respect of the Further Specific Issue for Cash shall 
         be treated as an issue of ordinary shares for no consideration and     
         will be added to the diluted weighted average number of shares in      
         issue.                                                                 
Please note, the treasury stock method should be applied annually to        
    determine the dilutive effect of the Initial Specific Issue for Cash and    
    Further Specific Issue for Cash on the EPS calculations.                    
4    Conditions precedent                                                       
4.1  Initial Specific Issue for Cash                                        
    The Initial Specific Issue for Cash is conditional upon:                    
    (i)  the Company obtaining the approval, by ordinary resolution of its      
         shareholders (at the General Meeting) with a 75% majority of the votes 
cast in favour thereof, for the placing of sufficient authorised but   
         unissued ordinary shares in the Company under the control of its       
         directors in order to issue the Initial Subscription Shares and give   
         effect to the Subscription Agreement (being the agreement in terms of  
which the Trustees undertake to Exxaro to use the Capital Contribution 
         Amounts to subscribe for the Subscription Shares) in accordance with   
         the provisions of the Replacement ESOP.  This is in accordance with    
         paragraph 5.51 of the Listings Requirements and in accordance with     
clause 3.2 of the current memorandum of incorporation ("MOI") of the   
         Company and clause 3.1(3) of the proposed MOI of the Company           
         (scheduled for approval at the General Meeting); and                   
    (ii)      Anglo South Africa Capital Proprietary Limited and BHP Billiton   
SA Holdings Limited consent in terms of the relationship          
              agreement entered into between Anglo South Africa Capital         
              Proprietary Limited, Exxaro, BHP Billiton SA Holdings Limited,    
              Exxaro EEPS Trust and BEE Holdco in terms of which Exxaro and BEE 
Holdco undertake, inter alia, that Exxaro will remain an HDSA     
              until the final date ("Newco Relationship Agreement").  As at the 
              Last Practicable Date, the Company has secured the consent of BHP 
              Billiton SA Holdings Limited.                                     
4.2  Further Specific Issue for Cash                                            
    The Further Specific Issue for Cash is conditional upon:                    
    (i)  the Tronox Transaction not becoming unconditional in accordance with   
         its terms and not being implemented by 30 September 2012;              
(ii)      the Company obtaining the approval, by ordinary resolution of its 
              shareholders (at the General Meeting) with a 75% majority of the  
              votes cast in favour thereof, for the placing of sufficient       
              authorised but unissued ordinary shares in the Company under the  
control of its directors in order to issue the Further            
              Subscription Shares and give effect to the Subscription Agreement 
              in accordance with the provisions of the Replacement ESOP.  This  
              is in accordance with paragraph 5.51 of the Listings Requirements 
and in accordance with clause 3.2 of the current MOI of the       
              Company and clause 3.1(3) of the proposed MOI of the Company      
              (scheduled for approval at the General Meeting); and              
    (iii)     Anglo South Africa Capital Proprietary Limited and BHP Billiton   
SA Holdings Limited consent in terms of the Newco Relationship    
              Agreement.  As at the Last Practicable Date, the Company has      
              secured the consent of BHP Billiton SA Holdings Limited.          
5    Documentation                                                              
Exxaro shareholders are advised that in accordance with the JSE Listings    
    Requirements, a circular to shareholders, together with a notice of a       
    general meeting of Exxaro shareholders, will be issued in due course        
    containing further details of the Replacement ESOP.                         
Pretoria                                                                        
30 March 2012                                                                   
For enquiries                                                                   
Riaan Koppeschaar                                                               
Exxaro Resources Limited                                                        
General Manager, Corporate Finance & Treasury                                   
Telephone +27 12 307 4145                                                       
Facsimile +27 12 307 4969                                                       
Email Riaan.Koppeschaar@exxaro.com                                              
Merchant bank and transaction sponsor                                           
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Sponsor                                                                         
Deutsche Securities (SA) Proprietary Limited                                    
Legal and tax adviser                                                           
Cliffe Dekker Hofmeyr Incorporated                                              
Reporting accountants and auditors                                              
PricewaterhouseCoopers Inc                                                      
Date: 30/03/2012 15:12:01 Supplied by www.sharenet.co.za                     
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