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Issue of circular
Keaton Energy Holdings Limited
(A company incorporated in the Republic of South Africa with Registration number:
2006/011090/06)
ISIN: ZAE000117420
JSE Share Code: KEH
(“Keaton” or the “Company”)
ISSUE OF CIRCULAR
Keaton shareholders are referred to the announcement released by Keaton on SENS on
Thursday, 12 December 2013, as well as previous announcements regarding Keaton’s offer to
acquire the entire issued share capital of Xceed Resources Limited (“Xceed”) by way of a scheme
of arrangement in accordance with Part 5.1 of the Australian Corporations Act 2001, as amended
(the “Transaction”) and the specific issue of 32 647 838 new Keaton ordinary shares to Plusbay
Limited (“Plusbay”), a wholly-owned subsidiary of Gunvor Group Ltd for cash, at an issue price of
R1.7782 per new Keaton ordinary no par value share (the “Specific Issue”).
Keaton shareholders are advised that a circular regarding the Transaction and the Specific Issue
and incorporating a notice of general meeting (the “Circular”) is now available on the Company’s
website: www.keatonenergy.co.za.
Additionally, Keaton has prepared a summary circular, incorporating a notice of general meeting,
in terms of the JSE Listings Requirements (the “Summary Circular”) which summarises the
information contained in the Circular. The Summary Circular will be posted to Keaton
shareholders today and is available on the Company’s website.
Johannesburg
20 December 2013
Joint financial advisors: Qinisele Resources & Ceres Capital
Legal advisor in Australia: Ashurst
Legal advisor to Keaton in South Africa: Norton Rose Fulbright
Investment Bank and Sponsor: Nedbank Capital
Independent Expert: BDO
Independent Reporting Accountants to Keaton: KPMG
Independent Reporting Accountants in relation to Xceed: Moore Stephens FRRS Inc.
Tax and Exchange Control Advisors to Keaton: Webber Wentzel
Joint Competent Persons: Venmyn Deloitte and Gemecs
Date: 20/12/2013 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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