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Exxaro Resources Limited - Exx - Ms333 Intends To Carry Out An Accelerated Bookbuild Of Ordinary Shares In Exxaro As Part Of The Ms333 Unwind

Release Date: 05/10/2017 17:37:00      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?)

MAIN STREET 333 PROPRIETARY LIMITED ("MS333") INTENDS TO CARRY OUT AN
ACCELERATED BOOKBUILD OF ORDINARY SHARES IN EXXARO AS PART OF THE
MS333 UNWIND

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO OR WOULD
REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.THE
SECURITIES DESCRIBED HEREIN WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION
THEREUNDER. THERE WILL BE NO PUBLIC OFFER IN THE UNITED STATES.

Unless defined in this announcement or if the context dictates otherwise, capitalised terms used
in this announcement have the same meanings as given in the Stock Exchange News Service
("SENS") announcements to Exxaro shareholders dated 22 November 2016, 26 June 2017 and
18 September 2017, and also the latest announcement released on 05 October 2017 regarding
the MS333 Election Process and Renewal of Cautionary.

MS333 intends to conduct a market placing (the "Placing") of 19,100,00 ordinary shares in
Exxaro (?Exxaro Shares?) which it holds in Exxaro (the ?Placing Shares?), representing
approximately 6.1% of Exxaro?s existing issued ordinary share capital. Following completion of
the Placing, MS333 will hold approximately 78.6 million Exxaro Shares. Approximately 40.4
million of these Exxaro Shares will be reinvested in the Replacement BEE Transaction through
the MS333 Reinvestment and the IDC Reinvestment (subject to the fulfillment of the conditions
precedent of the Replacement BEE Transaction as described in the SENS announcement to
Exxaro shareholders on 18 September), while the remaining Exxaro Shares held by MS333 will
be retained outside the Replacement BEE Transaction structure (the "New Empowerment
Structure").

The Placing is being conducted through an accelerated bookbuild process (the ?Bookbuild?),
which will be launched immediately following this announcement. The Placing will be made to
qualifying institutional investors outside the United States in reliance on Regulation S under the
U.S. Securities Act of 1933, as amended, and to qualified institutional buyers inside the US in
reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, (the ?Offering?). In
South Africa, the Placing will be made to, and capable of acceptance by (i) institutional investors
who fall within one of the specified categories listed in section 96(1)(a) of the South African
Companies Act, No 71 of 2008 (as amended or otherwise) (the ?Companies Act?); or (ii)
persons qualifying pursuant to section 96(1)(b) of the Companies Act.

Use of Proceeds

The net proceeds of the Placing will be utilised by MS333 to: (i) generate cash for MS333
shareholders who need to settle their funding obligations following the MS333 Unwind; (ii)
generate the cash consideration due to MS333 shareholders who have elected (or are deemed
to have elected) cash for all or part of their Placing Shares pursuant to the MS333 Unwind; and
(iii) defray any fees, costs, expenses and/or Taxes of and relating to the Placing and the MS333
Unwind.

The Placing

The price per Placing Share (the ?Placing Price?) will be determined through the Bookbuild,
which process will open with immediate effect following this announcement. The timing of
closing of the Bookbuild, pricing and allocations areat the absolute discretion of MS333.

Details of the final number of Placing Shares and the Placing Price will be announced on SENS
as soon as practicable after the close of the Bookbuild.

MS333 has entered into a placing agreement (the ?Placing Agreement?) with Absa Bank
Limited(acting through its Corporate and Investment Banking division) (?Absa Bank?) and
Deutsche Bank AG, London Branch (?Deutsche Bank?)as Joint Global Coordinators, Absa
Bank, Deutsche Bank and Nedbank Limited (acting through its Corporate and Investment
Banking division) (?Nedbank?) as Joint Bookrunners, and Basis Points Capital Proprietary
Limited (?BPS?) and Vunani Securities Proprietary Limited (?Vunani Securities?)as Co-
Bookrunners, (together, the ?Managers?), pursuant to which the Managers have agreed to act in
their respective capacities in relation to the Placing, subject to customary terms and conditions.

Pursuant to the terms of the Placing Agreement, MS333 has agreed that it will not, subject to
certain exceptions, sell or transfer any ordinary shares in Exxaro held by it after the Placing, for
a period of 90 days from the date the Placing is settled, without the prior written consent of the
Managers. In addition, MS333 has agreed to procure that any shareholder of MS333 who has
elected to receive ordinary shares in Exxaro pursuant to the MS333 Unwind shall deliver, prior
to any distribution of such shares, an undertaking to MS333 (and for the benefit of the
Managers) to the effect that such shareholder will not, subject to certain exceptions, sell or
transfer any ordinary shares in Exxaro held by it after the Placing, for a period of 90 days from
the date the Placing is settled, without the prior written consent of the Managers.

Absa Bank contact details:            Deutsche Bank contact details:   Nedbank contact details:
Matthew Duggan                        Nicolas Skaff                    Barry Hawke
Tel: + 27 (0)11 895 6000              Tel: +44 (0)20 754 55030         Tel: + 27 (0)11 295 8211

Vunani Securities contact details:    BPS contact details:
Jonathan Feigin                       Sisanda Tuku
Tel: +27 (0)11 263 9546               Tel: + 27 (0)11 783 6136

5 October 2017

Financial Advisor to MS333
Tamela Holdings Proprietary Limited

Company Sponsor to Exxaro
Absa Bank Limited (acting through its Corporate and Investment Banking division)

Joint Global Coordinators
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Deutsche Bank AG, London Branch

Joint Bookrunners
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Deutsche Bank AG, London Branch
Nedbank Limited (acting through its Corporate and Investment Banking Division)

Co-Bookrunners
Basis Points Capital Proprietary Limited
Vunani Securities Proprietary Limited

Transaction Sponsors
Absa Bank Limited (acting through its Corporate and Investment Banking division)
Nedbank Limited (acting through its Corporate and Investment Banking Division)

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

Legal Counsel to the Bookrunners
Bowman Gilfillan Inc.
Freshfields Bruckhaus Deringer LLP
TshisevheGwinaRatshimbilani Inc.

NOTICE TO RECIPIENTS

This announcement is not for release, publication or distribution, directly or indirectly, in or into
the United States (including its territories and dependencies, any State of the United States and
the District of Columbia), Canada, Japan or any other jurisdiction in which such release,
publication or distribution would be unlawful.
Neither this announcement nor the Placing constitute an offer of, or an invitation to purchase,
any securities of Exxaro in any jurisdiction. This announcement does not constitute or form a
part of any offer or solicitation to purchase or subscribe for securities in the United States. The
securities mentioned herein (the ?Securities?) have not been, and will not be, registered under
the United States Securities Act of 1933 (the ?Securities Act?). The securities may not be
offered or sold in the United States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
Neither this announcement nor the Placing constitutes or is intended to constitute an offer to the
public in South Africa in terms of the Companies Act. In South Africa this announcement is only
being distributed to, and is only directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged in only with, persons in
South Africa who fall within the categories of persons set out in section 96(1)(a) of the
Companies Act, or persons qualifying pursuant to section 96(1)(b) of the Companies Act.
Nothing in this announcement should be viewed, or construed, as "advice", as that term is used
in the South African Financial Markets Act, 2012, and/or South African Financial Advisory and
Intermediary Services Act, 2002, by any of the Managers.
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 the Managers or by any of their respective
affiliates or any of its or their respective directors, employees, advisers 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 their advisers, and
any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which
may be associated with an investment in the securities mentioned herein. Any investment
decision to acquire securities pursuant to the Placing must be made solely on the basis of
publicly available information. Any such information has not been independently verified by the
Managers.
Each of the Mangers are acting for MS333, and no one else, in connection with the Placing and
will not be responsible:(i) to anyone other than MS333 for providing the protections afforded to
the respective clients of the Managers, nor (ii) for providing advice to any other person in
relation to the Placing or any other matter referred to herein.
This announcement does not represent a definitive agreement to proceed with the Placing and,
accordingly, there can be no certainty that the Placing will proceed or the terms of the Placing
may be varied.
In connection with the Placing of the Placing Shares, any of the Managers and any of their
respective affiliates acting as an investor for their own account may take up a portion of the
Placing Shares as a principal position and in that capacity may retain, purchase or sell for their
own account such Placing Shares. In addition they may enter into financing arrangements and
swaps with investors in connection with which they may from time to time acquire, hold or
dispose of Placing Shares. They do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Placing Shares to be sold pursuant to the Placing will not be admitted to trading on any
stock exchange other than the JSE.

Date: 05/10/2017 05:37:00 Supplied by www.sharenet.co.za                     
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