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KMB
KMB
Kumba - Results of general meeting and finalisation of empowerment transaction
Kumba Resources Limited
(which name has been changed to Exxaro Resources Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2000/011076/06)
(Current share code: KMB)
(Current ISIN: ZAE000034310)
(Share code with effect from 27 November 2006: EXX)
(ISIN with effect from 27 November 2006: ZAE000084992)
("Kumba" or "the company")
Results of general meeting and finalisation of empowerment transaction
1. Introduction
On 9 October 2006, Kumba issued a circular to its shareholders ("circular")
regarding the implementation of an empowerment transaction. The empowerment
transaction, which was subject to, inter alia, approval by Kumba
shareholders, would result in the unbundling and separate listing of Kumba
Iron Ore Limited and the transfer of a controlling interest in the company
to Main Street 333 (Proprietary) Limited ("BEE Holdco"), a black-owned and
controlled vehicle.
2. Results of general meeting
Shareholders are advised that, at the general meeting held on Thursday, 2
November 2006, all the ordinary and special resolutions contained in the
notice of general meeting attached to the circular were approved by the
requisite majority of Kumba shareholders. The special resolutions have been
registered by the Companies and Intellectual Property Registration Office.
All other conditions precedent have been fulfilled and the empowerment
transaction is therefore unconditional and will be implemented in
accordance with the timetable included in the circular.
3. Change of name
The company"s name was changed from Kumba Resources Limited to Exxaro
Resources Limited ("Exxaro") with effect from 2 November 2006. The change
of name will be effective on the JSE Limited from Monday, 27 November 2006
and trade in Exxaro shares under the short name "Exxaro", share code "EXX"
and ISIN ZAE000084992 will commence on this date.
4. Mandatory offer to Kumba shareholders
As a result of the implementation of the empowerment transaction, BEE
Holdco"s interest in the company will exceed 35% and, accordingly, in terms
of the Securities Regulation Panel ("SRP") Code on Takeovers and Mergers
("SRP Code"), BEE Holdco is required to extend a mandatory offer to the
independent shareholders of the company to acquire all of their Exxaro
shares (being Kumba shares subsequent to the implementation of the
empowerment transaction and change of name to Exxaro) on the same terms on
which it has acquired control of Exxaro ("mandatory offer").
Kumba has received written confirmation from the SRP in terms of Rule 8.1
of the SRP Code dispensing with the requirement for BEE Holdco to extend
the mandatory offer, on the basis that a majority of the independent Kumba
shareholders voted in favour of the resolution waiving the requirement for
the mandatory offer ("whitewash resolution"). Accordingly, BEE Holdco will
not extend the mandatory offer to Kumba shareholders.
2 November 2006
Merchant bank and joint sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Lead sponsor
JP Morgan Equities Limited
Financial adviser to Anglo American plc
Deutsche Securities (SA) Proprietary Limited
Attorneys to Kumba
Deneys Reitz Inc.
Corporate law adviser
CLS Consulting Services
Attorneys to Anglo American plc
Webber Wentzel Bowens
Date: 02/11/2006 05:55:03 PM Produced by the JSE SENS Department
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