Wrap Text
EXX - Exxaro Resources Limited - Placing of Exxaro Resources Limited
("Exxaro" or the "Company") shares
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")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
Placing of Exxaro Resources Limited ("Exxaro" or the "Company") shares
The Exxaro Employee Empowerment Participation Scheme Trust ("Mpower")
announces a placing of up to 6 144 402 shares of the Company (the
"Placing"). The Placing is being carried out on behalf of Mpower by Deutsche
Securities (Pty) Ltd.
The Placing is being undertaken by way of an accelerated bookbuild to
institutional investors only and forms part of the unwinding of Mpower which
has reached maturity at the end of its five-year capital appreciation
period.
When Exxaro was formed in November 2006 following the unbundling of Kumba
Resources, Mpower was created as part of the group`s commitment to BEE
ownership of the group. Originally, Mpower held about 3% of Exxaro`s shares
with each of the 9 694 beneficiaries assigned units that are notionally
linked to the shares held by the scheme.
Deutsche Securities (Pty) Ltd is acting as Sole Bookrunner in relation to
the Placing.
Exxaro will announce further details about the Mpower unwinding and how it
will impact beneficiaries on 14 December 2011.
IMPORTANT NOTICES
This announcement is for information purposes only and shall not constitute
an offer to buy, sell, issue, or subscribe for, or the solicitation of an
offer to buy, sell, issue, or subscribe for any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale is or may be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This
announcement has been issued by and is the sole responsibility of the
Company.
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 Deutsche Securities (Pty) Ltd or by any of its affiliates 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 its advisers, and any responsibility or
liability therefore is expressly disclaimed.
Members of the public are not eligible to take part in the Placing.
This announcement is directed only at persons in member states in the
European Economic Area (the "EEA"), who are qualified investors ("Qualified
Investors") within the meaning of Article 2(1)(e) of Directive 2003/71/EC
(the "Prospectus Directive"). In addition, in the United Kingdom, this
announcement is directed only at Qualified Investors that also (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"relevant persons"). This announcement must not be acted on or relied on (i)
in the United Kingdom, by persons who are not relevant persons and (ii) in
any member state of the EEA other than the United Kingdom, by persons who
are not Qualified Investors. Any investment or investment activity to which
the announcement relates is available only to (i) in the United Kingdom,
relevant persons and (ii) in any member state of the EEA other than the
United Kingdom, Qualified Investors, and will be engaged in only with such
persons.
This announcement does not itself constitute an offer for sale or
subscription of any securities in the Company.
Any investment decision to buy shares in the Company must be made solely on
the basis of publicly available information regarding the Company. Such
information is not the responsibility of Deutsche Securities (Pty) Ltd and
has not been independently verified by Deutsche Securities (Pty) Ltd.
This announcement is not for distribution, directly or indirectly, in or
into the United States (such term to be understood throughout this
announcement as including the United States` territories and possessions,
any state of the United States and the District of Columbia), Canada,
Australia or Japan or any jurisdiction into which the same would be
unlawful. This announcement does not constitute or form part of an offer or
solicitation to acquire shares in the capital of the Company in the United
States, Canada, Australia or Japan or any jurisdiction in which such an
offer or solicitation is unlawful. In particular, the Shares referred to in
this announcement have not been, and will not be, registered under the
United States Securities Act of 1933 (the "Securities Act") or under the
securities legislation of any state of the United States, and may not be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States absent registration except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act. Subject to exceptions, the Shares referred to in this
announcement are being offered and sold only outside the United States in
accordance with Regulation S under the Securities Act. No public offering of
securities of the Company will be made in connection with the Placing in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
elsewhere.
The relevant clearances have not been, and nor will they be, obtained from
the securities commission of any province or territory of Canada; no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; and the
Shares have not been, and nor will they be, registered under the securities
laws of any state, province or territory of Australia, Canada or Japan.
Deutsche Securities (Pty) Ltd is acting for Mpower and no one else in
connection with the Placing and will not be responsible to anyone other than
the issuer for providing the protections afforded to clients of Deutsche
Securities (Pty) Ltd nor for providing advice in connection with the
Placing, the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
Deutsche Bank AG is authorised under German Banking Law (competent
authority: BaFin - Federal Financial Supervisory Authority) and authorised
and subject to limited regulation by the FSA. Details about the extent of
Deutsche Bank AG`s authorisation and regulation by the FSA are available on
request.
Deutsche Securities (Pty) Limited (FSP Number 16700) and Deutsche Securities
(SA) (Pty) Limited (FSP Number 16701) are authorised financial services
providers.
Pretoria
7 December 2011
Sponsor
Deutsche Securities (SA) (Pty) Limited
Date: 07/12/2011 14:00:12 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.
Sharenet Sites 
