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Implementation Announcement
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”)
IMPLEMENTATION ANNOUNCEMENT
Keaton shareholders are referred to the announcement released by Keaton on SENS on
Thursday, 6 February 2014, 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 “Scheme”) and the specific issue of 32 647 838 new Keaton ordinary shares to Plusbay
Limited, 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 the orders made by the Federal Court of Australia
approving the Scheme were lodged with the Australian Securities and Investments Commission
on Friday, 7 February 2014, and consequently the Scheme is now effective. Implementation of
the Scheme is expected to occur on or about Wednesday, 19 February 2014.
Keaton shareholders are further advised that the Specific Issue has been concluded, with the
32 647 838 new Keaton ordinary shares issued to Plusbay Limited having been listed on the JSE
with effect from Friday, 7 February 2014.
Johannesburg
11 February 2014
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 Inc.
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: 11/02/2014 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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.
