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Exxaro Resources Limited - Exx - Results Of The Ms333 Accelerated Bookbuild Of Exxaro Ordinary Shares

Release Date: 06/10/2017 08:00:00      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 MAIN STREET 333 PROPRIETARY LIMITED ("MS333") ACCELERATED
BOOKBUILD OF EXXARO ORDINARY SHARES

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,
18 September 2017 and the announcements dated 5 October 2017 (the ?MS333 Election
Process Announcement? and the ?Launch Announcement?).

Further to the Launch Announcement released on SENS regarding the placing (the "Placing")
of Exxaro ordinary shares (the "Placing Shares") by MS333, by means of an accelerated
bookbuild, MS333 is pleased to announce that the Placing was priced on 6 October 2017.

MS333 has successfully closed its bookbuild, and placed 19,100,000 Placing Shares,
representing 6.1% of the ordinary issued share capital of Exxaro. The Placing was priced at
ZAR133.00 per ordinary share (the "Placing Price"), raising gross proceeds of approximately
ZAR2.54 billion.

The Placing Price represents a discount of 3.2% to the previous day's closing price.

Absa Bank contact details:             Deutsche Bank AG             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)11263 9546                 Tel: + 27 (0)11 783 6136

6 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
Tshisevhe Gwina Ratshimbilani 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 South
African Companies Act, No. 71 of 2008 (as amended or otherwise)(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.
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: 06/10/2017 08:00:00 Supplied by www.sharenet.co.za                     
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