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EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited

Release Date: 15/02/2012 07:05
Code(s): EXX
Wrap Text

EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited shareholders and listed option holders becomes unconditional Exxaro Resources Limited (Incorporated in the Republic of South Africa) (Registration number 2000/011076/06) JSE share code: EXX ISIN: ZAE000084992 ADR code: EXXAY ("Exxaro") EXXARO CASH OFFER TO AFRICAN IRON LIMITED SHAREHOLDERS AND LISTED OPTION HOLDERS BECOMES UNCONDITIONAL On 2 February 2012, Exxaro Resources Limited (JSE code: EXX) announced that the cash takeover offers made by its wholly owned subsidiary, Exxaro Australia Iron Investments Pty Ltd, for all the shares and listed options of African Iron Limited (ASX code: AKI) ("African Iron") (the "Offers") had been declared final (in the absence of any competing proposal being announced before the close of the Offers) and free from all conditions other than the 50% minimum acceptance condition. Exxaro is pleased to announce that it has received acceptances in respect of approximately 66.59% of African Iron`s issued shares and 6.05% of African Iron`s listed options. Exxaro has also received 74.02% acceptances of the separate offers made for the unlisted options. As Exxaro now has a relevant interest in more than 50% of African Iron shares on an undiluted and a fully- diluted basis, the Offers have therefore become unconditional in accordance with all their terms. The Offers were scheduled to close at 5pm Perth time on 14 February 2012 but as Exxaro`s voting power in African Iron is now more than 50%, the Offers will be extended as required under Australian law by an additional two weeks. The Offers will finally close at 4pm Perth time on 28 February 2012. All African Iron shareholders and listed option holders who have accepted the Offers will receive payment within 14 days from 14 February 2012 and any African Iron shareholder or listed option holder who accepts the Offers during the extension period will receive payment within 14 days of their acceptance. The price of the offer for African Iron shares is $0.51 per share. The share offer price will be increased to $0.57 if Exxaro acquires 75% or more of the fully diluted share capital of African Iron. The price of the offer for African Iron listed options is $0.31 per listed option, which will be increased to $0.37 if the 75% threshold is reached. There will be no increase to these offer prices. Exxaro management takes this opportunity to express its gratitude to the African Iron board for its support during the offer period and the time leading up to the launch of the Offers. Exxaro would also like to thank African Iron`s major shareholder, Cape Lambert Resources Limited (ASX:CFE), and in particular, Tony Sage, Executive Chairman, for supporting the Offers from the outset by entering into a pre-bid acceptance agreement for 19.99% of its interest in African Iron as well as accepting the share offer for the remainder of its shares. Exxaro also expresses its gratitude towards the Government of the Republic of Congo ("RoC") for providing the confidence to invest in their country. Exxaro is committed to develop its iron ore portfolio with a view to achieve its stated strategic objective of producing 10Mtpa of iron ore by 2016. Sipho Nkosi, Exxaro`s chief executive officer, said: "The successful acquisition of a controlling interest in African Iron is consistent with Exxaro`s strategy of expanding into the iron ore sector. We believe the fundamentals of iron ore are positive in the medium-to-long term and we have in-house expertise and experience in mining bulk commodities. Exxaro has been actively pursuing opportunities to increase its exposure in iron ore and we believe this operation in the RoC, an iron ore development frontier, provides an attractive platform for further growth in the commodity. Exxaro is committed to using its technical expertise and balance sheet to accelerate the development of African Iron`s projects and we look to work closely together with other iron ore developing companies in the RoC." African Iron is an Australian-listed and domiciled iron ore development company working on the exploration and evaluation of the Mayoko and Ngoubou- Ngoubou projects in the RoC in central West Africa. African Iron`s projects are located in the Niari Prefecture approximately 300km north-east of Pointe- Noire on the Atlantic Ocean. African Iron`s key asset is its 92% interest in the Mayoko iron ore project. The Mayoko project currently has a JORC compliant mineral resource of 121 million tonnes of iron ore, consisting of a hematite cap of direct shipping ore ("DSO") at 55% Fe and beneficiable DSO ore at 41% Fe. The Mayoko project represents a near term development opportunity in an emerging iron ore province in central West Africa with an existing underutilised, heavy haulage mineral railway passing within 2km of the main prospect and terminating at the port of Pointe-Noire. African Iron`s second iron ore opportunity is its 85% interest in the 944km2 Ngoubou- Ngoubou Authority to Prospect, which is contiguous with Mayoko. For further information on African Iron, please visit www.africanironlimited.com. About Exxaro Exxaro Resources Limited is a diversified South African-based mining company, listed on the JSE Limited ("JSE") (JSE: EXX) with a market capitalisation of approximately R72.2 billion. Exxaro mines, extracts and processes a range of minerals and metals, including coal, mineral sands and base metals primarily in South Africa, Australia and China. As one of the largest South African coal producers, with capacity now approaching 48Mtpa and the third-largest global producer of mineral sands products, Exxaro is a significant participant in the coal and mineral sands markets. Exxaro has a 20% interest in the Sishen Iron Ore Company, a subsidiary of JSE listed Kumba Iron Ore Limited, which operates the Sishen and Thabazimbi mines in South Africa. Further information on Exxaro can be found at www.exxaro.com For enquiries: Wim de Klerk Finance Director Tel: +27 12 307 4848 Email: wim.deklerk@exxaro.com Sole financial advisor to Exxaro Investec Bank (Australia) Limited and Investec Bank Limited Legal advisors Gilbert + Tobin Transaction sponsor Investec Bank Limited Sponsor to Exxaro Deutsche Securities (SA) (Proprietary) Limited 15 February 2012 Date: 15/02/2012 07:05:02 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. 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