| Thu 2 Feb 2012, 11:38 | | EXX - Exxaro Resources Limited - Exxaro takeover offer price for African |
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EXX
EXX
EXX - Exxaro Resources Limited - Exxaro takeover offer price for African
Iron declared final
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")
EXXARO TAKEOVER OFFER PRICE FOR AFRICAN IRON DECLARED FINAL
OFFER NOW FREE FROM ALL CONDITIONS OTHER THAN 50% MINIMUM ACCEPTANCE
CONDITION
NO EXTENSION TO CLOSING DATE OF 14 FEBRUARY 2012 UNLESS MORE THAN 50%
ACCEPTANCES RECEIVED BY THAT DATE
Exxaro Resources Limited (JSE code: EXX) today announced that the offer
price under the cash takeover offers made by its wholly owned subsidiary,
Exxaro Australia Iron Investments Pty Ltd (Exxaro), for all the shares and
listed options of African Iron Limited (ASX code: AKI) (AKI) (the Offers)
had been declared final (in the absence of any competing offer being
announced before the close of the Offers).
The AKI Directors have unanimously recommended, and continue to unanimously
recommend, that AKI shareholders and listed optionholders accept the Offers
in the absence of a superior proposal.
The price of the offer for the AKI 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 AKI. The price of the offer for the listed
AKI options is $0.31 per option increasing to $0.37 if the 75% threshold is
reached.
By declaring the Offers final (in the absence of any competing offer being
announced before the close of the Offers) Exxaro has confirmed that there
will be no price increase above $0.51 or $0.57 (as the case may be,
depending on whether the 75% threshold is reached) for the share offer
(unless a competing offer is announced) and no price increase above $0.31 or
$0.37 (as the case may be, depending on whether the 75% threshold is
reached) for the listed option offer (unless a competing offer is
announced).
The Offers are scheduled to close at 5pm Perth time on 14 February 2012. The
Offers will not be extended by Exxaro beyond that time (in the absence of
any competing offer being announced before the closing of the Offers) unless
it obtains 50% or more acceptances by that time. Under Australian takeover
law, the Offers will automatically extend for a further 2 weeks if Exxaro
receives 50% or more acceptances in the last 7 days of the offer period.
Importantly, Exxaro has today freed the Offers from all conditions other
than the 50% minimum acceptance condition. Once the 50% acceptance threshold
has been reached, all AKI shareholders and listed optionholders who have
accepted the Offers will receive payment within 14 days from that date and
those who accept from that date onwards will be paid within 14 days of the
acceptance.
AKI shareholders and listed optionholders should accept the Offers without
delay. If AKI shareholders and listed optionholders wish to maximise their
chance of obtaining $0.57 per AKI share, and $0.37 per listed AKI option
respectively, they should accept the Offers as soon as possible to help
ensure that Exxaro obtains a relevant interest in at least 75% of the fully
diluted capital of AKI.
The major shareholder in AKI, Cape Lambert Resources Limited, has already
accepted for 19.99% of the AKI shares and the directors of AKI have accepted
for all their shares and their listed options. Exxaro currently has received
acceptances in respect of approximately 22.25% of AKI`s issued shares and
31.21% of AKI`s listed options.
No competing proposal for AKI has been announced since Exxaro`s Offers were
announced on 11 January 2012. AKI has not advised Exxaro of any approaches
from or discussions with any third party about a competing offer.
AKI shareholders and listed optionholders are encouraged to accept the
Offers before the close of the Offers or risk seeing the prices of their
shares and listed options fall.
If AKI shareholders or listed optionholders have any questions or need a new
acceptance form they should call the Exxaro Offer Information Line on 1800
095 654.
About Exxaro
Exxaro Resources Limited is a diversified South African-based mining
company, listed on the JSE Limited (JSE: EXX) with a market capitalisation
of approximately R 61.8 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 48 million tonnes per annum 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
Pretoria
2 February 2012
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
Date: 02/02/2012 11:38:01 Produced by the JSE SENS Department.
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