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EXX - Exxaro - Fulfilment of Conditions Precedent and Intention to Implement
Proposed Transaction with Tronox Incorporated
Exxaro Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/011076/06)
Issuer Code: EXX
ISIN: ZAE000084992
("Exxaro")
FULFILMENT OF CONDITIONS PRECEDENT AND INTENTION TO IMPLEMENT PROPOSED
TRANSACTION WITH TRONOX INCORPORATED
Exxaro shareholders are referred to the announcements released on SENS on 26
September 2011 and on 11 November 2011 relating to the proposed transaction
between Exxaro and Tronox Incorporated ("Tronox"), which entails the combination
of Exxaro`s mineral sands operations with the businesses of Tronox under a new
Australian holding company, Tronox Limited, in exchange for approximately 38,5%
of the shares in Tronox Limited (the "Proposed Transaction").
Shareholders are advised that the remaining conditions precedent to the Proposed
Transaction that can be fulfilled prior to the completion date have been
fulfilled, and the Proposed Transaction is expected to close on 15 June 2012.
The company will list the Class A shares of Tronox Limited on the New York Stock
Exchange on 18 June 2012 under the ticker symbol TROX.
Upon completion of the transaction, Tronox Limited will employ approximately 3
500 workers in 16 countries, including the United States, South Africa,
Australia and the Netherlands.
FORWARD-LOOKING STATEMENTS
This announcement contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 (a United States Act).
Forward-looking statements are statements that are not historical facts,
including statements concerning the expected timing of the completion of the
Proposed Transaction; the expected benefits and costs of the Proposed
transaction; management plans relating to the Proposed transaction; the ability
to complete the Proposed Transaction in view of the closing conditions that are
to be satisfied on the completion date; the possibility that the Proposed
Transaction may not be completed; any projections of earnings, revenues,
synergies, accretion, margins or other financial items; any statements of
operations, including the execution of integration plans; any statements of
expectation or belief; and any statements of assumptions underlying any of the
foregoing. Any statement in this announcement that expresses or implies
Tronox`s, Exxaro`s or New Tronox`s intentions, beliefs, expectations or
predictions (and the assumptions underlying them) is a forward-looking
statement. Forward-looking statements involve inherent risks, uncertainties and
assumptions, including, without limitation, risks related to the timing or
ultimate completion of the Proposed Transaction; the possibility that expected
benefits may not materialize as expected; that, prior to the completion of the
Proposed Transaction, Tronox`s business or Exxaro`s business may not perform as
expected due to uncertainty; that the parties are unable to successfully
implement integration strategies or otherwise realise the synergies anticipated
for the Proposed Transaction; and other risks and uncertainties that are beyond
the parties` control. If such risks or uncertainties materialise or such
assumptions prove incorrect, actual results could differ materially from those
expressed or implied by such forward-looking statements and assumptions. The
forward-looking statements contained in this announcement are made as of the
date hereof, and Tronox and Exxaro each expressly disclaim any obligation to
update or correct any forward-looking statements made herein due to the
occurrence of events after the issuance of this announcement.
IMPORTANT ADDITIONAL INFORMATION
This announcement is for informational purposes only and is not an offer to sell
or the solicitation of an offer to purchase or exchange any securities, nor
shall there be any sale of securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The publication and
distribution of this announcement and any separate documentation regarding the
Proposed Transaction, the making of any offer for shares or the issuance and
offer to purchase New Tronox`s shares may be subject to specific regulations or
restrictions in certain jurisdictions. As a result, persons in possession of
this announcement must seek information as to any applicable local restrictions
and comply therewith. None of Tronox, Exxaro, New Tronox or any of their
respective affiliates undertakes any liability of any kind for any violation of
applicable law.
New Tronox has filed a registration statement and solicitation and information
statement, together with other related materials, with the SEC in connection
with the Proposed Transaction. Information regarding the participants in the
Proposed Transaction and a description of their direct and indirect interests,
by security holdings or otherwise, are contained in the relevant materials filed
with the SEC. Exxaro shareholders and Tronox stockholders can obtain a free
copy of such materials without charge at the SEC`s website (www.sec.gov) or from
the information agent named in such materials
For enquiries:
Wim de Klerk
Exxaro Resources Limited
Finance Director
Tel: + 27 12 307 4848
Mobile: +27 82 652 5145
Email: wim.deklerk@exxaro.com
11 June 2012
Pretoria
Financial advisor to Exxaro
J.P. Morgan
Reporting accountants
PWC
US, European and Asian legal counsel to Exxaro
Orrick, Herrington & Sutcliffe LLP
SA legal counsel to Exxaro
Norton Rose South Africa
SA legal counsel to Exxaro
CLS Attorneys
Australian legal counsel to Exxaro
Freehills
Sponsor to Exxaro
Deutsche Securities SA (Proprietary) Limited
Date: 11/06/2012 08:00:01 Supplied by www.sharenet.co.za
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