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EXX - Exxaro - Repurchase and placing Exxaro ordinary shares by Exxaro and ASAC
Exxaro Resources Limited
(Previously Kumba Resources Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2000/011076/06)
(Share code: EXX ISIN: ZAE000084992)
("Exxaro" or "the company")
REPURCHASE OF 10,000,000 EXXARO ORDINARY SHARES FROM ASAC AND PLACING OF
19,000,000 EXXARO ORDINARY SHARES BY EXXARO AND ASAC
At the general meeting of Exxaro shareholders held on Thursday, 2 November 2006
("general meeting"), Exxaro shareholders voted in favour of:
- an option granted to Exxaro by Anglo South Africa Capital (Proprietary)
Limited ("ASAC") ("ASAC repurchase option"), to repurchase and cancel
10,000,000 Exxaro ordinary shares ("Exxaro shares") from ASAC at R45.99 per
Exxaro share ("exercise price") ("ASAC repurchase"); and
- the allotment and issue of 10,000,000 Exxaro shares to the market ("issue
of shares for cash"), to increase Exxaro`s free float.
Pursuant to the approval obtained from Exxaro shareholders at the general
meeting, Exxaro:
- exercised the ASAC repurchase option on Wednesday, 4 April 2007;
- implemented the ASAC repurchase on Friday, 13 April 2007;
- and carried out the issue of shares for cash on Friday, 13 April 2007 by
way of an accelerated bookbuild placing which commenced after the close of
trade on the JSE Limited ("JSE") on Monday, 2 April 2007 and closed at
16H00 on Tuesday, 3 April 2007 (the "placing").
In accordance with ASAC`s commitment to assist Exxaro in achieving its targeted
minimum free float of 25%, ASAC decided to participate in the placing by
contributing 9,000,000 Exxaro shares in addition to the 10,000,000 Exxaro
shares, subject to the issue of shares for cash. In aggregate, the placing
consisted of 19,000,000 Exxaro shares (the "placing shares"), representing
approximately 5.4% of the issued share capital of Exxaro. The placing increased
Exxaro`s free float to 25.7%.
The placing was conducted at a price of 64 Rand per ordinary share ("placing
price"), raising gross proceeds of R1,216 million. As the placing price
exceeded the exercise price, the profit realised on the issue of shares for cash
will be divided between ASAC and Exxaro as outlined in the circular to Exxaro
shareholders dated 9 October 2006, with ASAC and Exxaro receiving 66.6% and
33.4% of the net profits, respectively. The Exxaro shares issued pursuant to
the issue of shares for cash were listed on the JSE on Friday, 13 April 2007.
As ASAC is a related party to Exxaro, Citigroup Global Markets Limited
("Citigroup") had to furnish a fair and reasonable opinion to the JSE in terms
of the JSE Listings Requirements. As at Tuesday 3 April 2007 Citigroup was of
the opinion that the terms upon which the ASAC repurchase option would be
exercised from a financial point of view, were fair and reasonable to the Exxaro
shareholders (other than Anglo American plc and its subsidiaries and
affiliates).
The fair and reasonable opinion will be available for inspection by Exxaro
shareholders at Exxaro`s registered office situated at Roger Dyson Road,
Pretoria West, 0183, from Monday, 16 April 2007 until Monday, 30 April 2007.
The issue of shares for cash was fully underwritten. Pursuant to the
implementation of the ASAC repurchase, Exxaro is not in breach of Section 90 of
the Companies Act, 61 of 1973, as amended.
16 April 2007
Joint financial adviser Transaction Sponsor and joint Financial adviser
Morgan Stanley Rand Merchant Bank
Lead sponsor Independent financial expert
JP Morgan Equities Citigroup Global Markets Limited
Date: 16/04/2007 07:30:00 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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