Exxaro Resources Limited - Exx - Results Of The Ms333 Election Process And Renewal Of Cautionary Announcement

Release Date: 05/10/2017 17:36:00      Code(s): EXX     

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? or the ?Company?)

RESULTS OF THE MS333 ELECTION PROCESS AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT

1.     UPDATE ON THE REPLACEMENT BEE TRANSACTION AND MS333 ELECTION PROCESS

1.1.   Exxaro shareholders are referred to the cautionary announcement released on the Stock Exchange
       News Service (?SENS?) on Monday, 18 September 2017, relating to the terms of the replacement
       black economic empowerment transaction (the ?Replacement BEE Transaction?) (the ?Terms
       Announcement?).

1.2.   Exxaro wishes to inform shareholders that the process undertaken by Main Street Proprietary
       Limited (?MS333?) to determine the number of Exxaro shares (?Exxaro Shares?) to be reinvested
       into the Replacement BEE Transaction structure (the ?New Empowerment Structure?) (the
       ?MS333 Election Process?) has now been concluded.

1.3.   Certain MS333 shareholders, excluding the Industrial Development Corporation (the ?IDC?) (the
       ?Reinvesting MS333 Shareholders?) have irrevocably committed to reinvest 28 052 845 Exxaro
       shares into the New Empowerment Structure (the ?MS333 Reinvestment?). The balance of the
       Exxaro Shares held by MS333, excluding the Exxaro Shares to be utilised by the IDC for
       reinvestment into the New Empowerment Structure (the ?IDC Reinvestment?), will be distributed
       by MS333 to its shareholders in the form of cash and/or Exxaro Shares not subject to the New
       Empowerment Structure restrictions, as elected in the MS333 Election Process and subject to the
       cash proceeds realised in the market by MS333 through a placement of Exxaro Shares.

1.4.   The Reinvesting MS333 Shareholders? interests in the New Empowerment Structure will be held
       through a separately incorporated special purpose vehicle (?BEE SPV?). This will result in the
       equity of the special purpose vehicle established for purposes of being the empowerment vehicle
       that will hold Exxaro Shares (?NewBEECo?) to be held in the following proportions:

        NewBEECo shareholder                              Percentage equity interest
        BEE SPV                                           52.2%
        Exxaro                                            24.9%
        IDC                                               22.9%
        Total                                             100.0%

1.5.   The result of the MS333 Reinvestment, as set out in this announcement, is that NewBEECo?s
       shareholding will be more than 51.0% held for the benefit of Historically Disadvantaged South
       African (?HDSA?) shareholders, through BEE SPV. The HDSA status of the New Empowerment
       Structure is subject to final verification to the satisfaction of Exxaro. Shareholders are referred to
       the conditions precedent to the Replacement BEE Transaction, as contained in the Terms
       Announcement.

1.6.   Further details of the New Empowerment Structure and the Reinvesting MS333 Shareholders will
       be included in the circular to Exxaro shareholders.

1.7.   Exxaro will release a further announcement on SENS, showing the pro forma financial effects of
       the Replacement BEE Transaction as well as setting out the revised timeline for implementation of
       the Replacement BEE Transaction

2.     RENEWAL OF CAUTIONARY

       Further to the renewal of cautionary announcement issued on 18 September 2017, given that the
       pro forma financial effects of the Replacement BEE Transaction are still being finalised, Exxaro
       shareholders are advised to continue to exercise caution when dealing in Exxaro shares, until
       these effects are announced.

SE van Loggerenberg
Group Company Secretary
Pretoria
5 October 2017

Merchant bank, financial adviser and transaction sponsor to Exxaro
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal adviser to Exxaro
Norton Rose Fulbright South Africa

Company sponsor to Exxaro
Absa Bank Limited, acting through its corporate and investment bank division

Financial Adviser to MS333
Tamela Holdings Proprietary Limited

Legal adviser to MS333
Fasken Martineau (incorporated in South Africa as Bell Dewar Inc)

Date: 05/10/2017 05:36:00 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             . The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.