| Fri 17 Nov 2006, 17:43 | | Exxaro - Abridged listing particulars |
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KMB
KMB
Exxaro - Abridged listing particulars
Exxaro Resources Limited
(Previously Kumba 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
("Exxaro" or "the company")
Abridged listing particulars
1. Introduction
Exxaro shareholders are referred to the circular dated 9 October 2006
("circular") relating to the implementation of an empowerment transaction
("empowerment transaction") encompassing, inter alia, the unbundling of
Kumba Iron Ore Limited ("Kumba Iron Ore") and are advised that, with
effect from Monday, 20 November 2006, Kumba Iron Ore shares were listed
on the JSE Limited ("JSE"). Exxaro shares commenced trade ex the
entitlement to the Kumba Iron Ore dividend with effect from this date.
These abridged listing particulars are not an invitation to the public
to subscribe for shares in Exxaro, but are issued in compliance with the
Listings Requirements of the JSE ("JSE Listings Requirements") for the
purposes of providing information to the public regarding Exxaro.
2. Change of name
In terms of a special resolution registered by the Companies and
Intellectual Property Registration Office on 2 November 2006, the
company"s name was changed to Exxaro Resources Limited. The change of
name will be effective on the JSE 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.
3. Overview of EXXARO
In terms of the empowerment transaction, the company"s businesses have
been separated into two listed entities: Exxaro, which will hold a
diversified portfolio of mining assets, and Kumba Iron Ore, which will
hold a 74% interest in Sishen Iron Ore Company (Proprietary) Limited
("SIOC"). Both Exxaro and the South African iron ore operations of Kumba
Iron Ore, held in SIOC, will comply with the ownership targets of the
Mining Charter.
Exxaro will have a diverse commodity portfolio in coal, mineral sands,
base metals and industrial minerals. Exxaro will also retain exposure to
iron ore through a 20% interest in SIOC. The merger of Exxaro"s coal
assets with those of Eyesizwe Coal will make Exxaro the fourth largest
South African coal producer, with a capacity of 45Mtpa.
In addition, Exxaro will be positioned for growth through expansions and
strategic acquisitions, including the potential acquisitions of Namakwa
Sands and a 26% in terest in Black Mountain in terms of options acquired
over these assets as part of the empowerment transaction.
Further information on the business of Exxaro is included in the full
revised listing particulars and competent person"s report, which is
available in terms of paragraph 7 below.
4. Group structure
The Exxaro group structure subsequent to the implementation of the
empowerment transaction is shown below:
(SEE PRESS ANNOUNCEMENT)
5. Directors
The names of the persons who will be directors of Exxaro with effect
from 28 November 2006 are set out below:
Executive directors
Constantinus Johannes Fauconnier (58)
Chief executive
Academic qualifications
Pr Eng (Int), BSc (Eng)(Mining), BSc (Hons)(Eng), MSc
(Eng), Deng (Pretoria), MBA (Oregon), DSc (honoris causa) (Free State),
Strategic Leadership Programme (Oxford), Senior Executive Finance
Programme
(Oxford)
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Between 1969 and 1974, Con worked as a graduate engineer,
technical assistant, mine overseer and underground manager for various
mining companies in the Anglo American Group. For two years after that he
was student and research assistant at the College of Business
Administration, University of Oregon. From 1976 to 1995 he served in
senior positions for various mining companies, including Gencor Limited
and JCI Limited. In 1995 Con joined Iscor as general manager for business
development in Iscor Mining. He was promoted to deputy managing director
of Iscor Mining and appointed executive director of Iscor. In 1999 he was
appointed managing director of Iscor Mining. On 1 June 2001, he was
appointed chief executive of Kumba. He was also president of the Chamber
of Mines from 2003 to 2005.
Michael James Kilbride (54)
Executive director business operations
Academic qualifications
BSc (Hons)(Min Eng)(RSM), Senior Executive Programme
(London Business School)
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
After his initial years working in the gold industry as a mining
graduate, Mike joined the Sishen Mine and gained experience in all the
commodities of the group. He was appointed mine manager, Grootegeluk Coal
Mine, in 1991 and in 1997 was promoted to general manager, Base Metals.
Mike was appointed general manager, Iron Ore in 1999. On 1 June 2001 he
was appointed executive director, business operations at Kumba.
Sipho Abednego Nkosi (51)
Chief executive designate
Academic qualifications
BCom, BCom (Hons)(Econ), MBA, Diploma in Marketing
Management
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Sipho began his career as a market analyst with Ford Motor Company
South Africa in 1980. In 1986 he moved to Anglo American Coal Corporation
where he worked as a marketing co-ordinator. In 1992 he joined Southern
Life Association as senior manager, strategic planning. In 1993 he
accepted the position of marketing manager, new business development at
Trans-Natal Coal Corporation, which later became Ingwe Coal Corporation.
In 1997 he joined Asea Brown Boveri (South Africa) Limited as vice
president marketing. He joined ABB Power Generation in 1998 as managing
director.
Dirk Johannes van Staden (57)
Executive director finance
Academic qualifications
BJuris, LLB, Advanced Management Programme (Insead)
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Dirk joined Iscor in 1997 as general manager, corporate treasury.
Prior to that he was employed by IDC as the general manager responsible
for international finance, treasury operations and legal services. On 1
June 2001 he was appointed executive director, finance at Kumba.
Non-executive directors
Philip Michael Baum (51)
Non-executive director
Academic qualifications
BCom, LLB, Higher Diploma in Tax Law
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Philip is Chairman and Chief Executive Officer of Anglo American
plc"s Ferrous Metals and Industries Division as well as acting Chief
Executive Officer of Anglo American South Africa Limited. Philip joined
Anglo American Corporation of South Africa Limited in 1979. In 1991
Philip was appointed an alternate director and in 1997 an Executive
Director of Anglo American Corporation of South Africa Limited. From 1996
to 2001, he was the Chief Executive of Anglo American Corporation
Zimbabwe Limited. In March 2001,Philip was appointed as Chief Operating
Officer of Anglo American Corporation of South Africa Limited. Philip was
appointed Chief Executive Officer of Anglo American"s Ferrous Metals and
Industries Division in October 2003 and became Chairman of that division
and a member of Anglo American plc"s Executive Board in January 2006.
Jurie Johannes Geldenhuys (63)
Independent non-executive director
Academic qualifications
BSc (Eng)(Electrical); BSc (Eng)(Mining); MBA
(Stanford); Professional Engineer
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
From 1965 to 1980, Jurie held production and managerial posts on
the gold, platinum and copper zinc mines of the then Anglovaal Group.
From 1981 until retirement he served in technical and executive
capacities involving gold, base metals, coal, ferrous metals and
industrial minerals. He retired as managing director of Avgold Limited in
2000 and continued serving the group in a consulting capacity until 2002.
Previously served on the boards of Anglovaal Limited, Avmin Limited,
Freegold Consolidated Mines Limited, Hartebeestfontein Gold Mining
Company Limited, Lorraine Gold Mines Limited, Eastern Transvaal Gold
Mines Limited and Iscor Limited. Served as the Chamber of Mines President
(1993 - 1994) and served on the Chamber"s Executive Council, Gold
Producers" Committee and various other Chamber-related board committees.
Has also served on the Atomic Energy Council and the National
Water Advisory Council.
Ufikile Khumalo (40)
Non-executive director
Academic qualifications
BSc (Eng), MSc Eng (UCT), MAP (Wits); Snr Exec Dev
Programme (Harvard)
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Ufikile served with Sasol, Eskom and Bevcan prior to joining the
IDC. He held several positions during 1999 - 2005, including head,
international finance; executive vice president industrial sectors and
executive vice president; projects. He provided strategic direction in
the industrial sectors on large projects. He was also involved in
evaluating investment proposals thus contributing to successfully
implementing the IDC"s development mandate.
Deenadayalen Konar (51)
Independent non-executive director
Academic qualifications
BCom, CA(SA), MAS, DCom
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Immediately after completing his articles of clerkship at Ernst &
Young in Durban, Len began his career as an academic at the University of
Durban-Westville. He then spent six years with the Independent
Development
Trust as head of investments and internal audit, prior to becoming a
professional director of companies and consultant.
Vincent Zwelibanzi Mntambo (48)
Non-executive director
Academic qualifications
BJuris, LLB, LLM
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Zwelibanzi is the founder of Katiba PMC. He was previously senior
lecturer at the University of Natal, executive director of IMSSA and
Director- General of the Gauteng Province. He is chairman of Eyesizwe
Coal (Proprietary)Limited. He is serving a third term as non-executive
chairman of the Commission for Conciliation, Mediation and Arbitration.
He has experience in business strategy, organisational development and
conflict management.
Richard Peter Mohring (59)
Independent non-executive director
Academic qualifications
BSc (Eng)(Mining); MDP; PMD (Harvard); Professional
Engineer
Business address
Roger Dyason Road, Pretoria West, 0183
Experience From 1998 until 2000, Richard was the chief executive officer
of NewCoal, a black empowerment initiative set up by Anglo Coal and Ingwe
Coal Corporation to identify a suitable BEE group to purchase certain
assets belonging to the vendors and establish a new BEE coal company.
Eyesizwe Coal, the largest BEE coal company in South Africa, was formed
in November 2000 through this process. From 2000 until 2003, Richard was
the deputy chief executive officer of Eyesizwe Coal. As such, he was
responsible for the operational control of mines producing 25 million
tonnes of coal per annum, new business development, technical services
and health and safety. In December 2003, Richard retired from Eyesizwe
Coal and set up a private consulting company, Mohring Mining Consulting.
Pinkie Kedibone Veronica Ncetezo (49)
Non-executive director
Academic qualifications
BA Social work (UniZul); MBA (Open University UK);
Diploma in Management (Open University UK); MAP (Wits Business School);
MEd
(Ohio University USA)
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Pinkie is the chief executive officer of SAWIMIH. She was a member
of the business development committee of SAWIMA from May 2003 until
February 2004. From 1983 to 1985 and 1988 to 2003, she held a number of
positions at IBM, including Client Relationship Manager, Team Leader -
Customer Service Operations and Business Administrator.
Nonkululeko Nyembezi-Heita (46)
Independent non-executive director
Academic qualifications
BSc Honours (Electrical Engineering)(University of
Manchester Institute of Science and Technology); MSc (EE) from the
California
Institute of Technology; MBA from the Open University Business School
(UK)
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Nku is the Chief Corporate Strategy Officer for the Vodacom Group
responsible for the formal strategy formulation for shareholders and
management of the group. Nku was previously Chief Executive Officer of
Alliance Capital Management and Chairperson of Alliance Capital Namibia.
She has extensive general management and marketing experience, having
fulfilled various technical, marketing and management roles at IBM in the
United States,South Africa and Namibia prior to joining Alliance. She
began her professional career as an engineer at the Research Triangle
Park, IBM"s premier research and development facility in Raleigh, North
Carolina. Thereafter, she worked at IBM"s offices in Dallas, Texas after
which she joined IBM South Africa in a marketing role looking after one
of IBM"s largest corporate accounts. Nku established IBM"s Namibian
operation which she ran successfully for a number of years. Immediately
prior to joining Vodacom, she served as Chief Executive
Officer of Alliance Capital, a `boutique" fund management house whose
parent company was listed on the New York Stock Exchange.
Nkululeko Sowazi (43)
Non-executive director
Academic qualifications
BA (US International University), MA (Urban and
regional planning) (UCLA)
Business address
Roger Dyason Road, Pretoria West, 0183
Experience
Nkululeko is founding deputy chairman of the Tiso Group, a BEE
investment holding company with interests in natural resources,
industrial services and investment banking. The Tiso Group is Investec"s
empowerment partner. Nkululeko was previously executive deputy chairman
at African Bank and managing director of the Mortgage Indemnity Fund. He
is chairman of Idwala Industrial Holdings and the Home Loan Guarantee
Company and the Financial Markets Trust.
Dalikhaya Rain Zihlangu (39)
Non-executive director
Academic qualifications
BSc (Min Eng) (Wits), MDP (SBL, Unisa), MBA (WBS, Wits)
Business address Roger Dyason Road, Pretoria West, 0183
Experience
Dalikhaya is the chief executive officer of Eyabantu Capital
Consortium. Between 1989 and 1994 he was a stoper/developer and shift
boss at Vaal Reefs Gold Mining Company. From 1995 until 2002, he was a
shift boss, mine overseer, operations manager and mine manager at Impala
Platinum Limited. Dalikhaya was the chief executive officer of Alexkor
Limited from 2002 until 2005.
6. Share capital
The issued and authorised share capital of Exxaro on Tuesday, 28
November 2006, being the day on which the implementation of the
empowerment transaction will be completed, will be as follows:
Authorised share capital Rand
500 000 000 ordinary shares of one cent each 5 000 000
Issued share capital
351 217 276 ordinary shares of one cent each 512 173
Share premium 5 307 812 265
7. Further documentation
The full revised listings particulars relating to Exxaro were posted to
the company"s shareholders together with the circular. Copies of the full
revised listings particulars, as well as a competent person"s report on
the assets of Exxaro, are available from the registered office of the
company,Roger Dyason Road, Pretoria West until Monday, 27 November 2006.
An electronic version of the full revised listing particulars and
competent person"s report can be downloaded from www.kumbaresources.com
Pretoria
17 November 2006
Merchant bank and joint sponsor
Rand Merchant Bank
A Division of FirstRand Bank Limited
Attorneys
Deneys Reitz
Attorneys
Corporate law advisers
CLS
Lead sponsor
JP Morgan
J.P. Morgan Equities Limited
(Registration number 1995/011815/06)
Date: 17/11/2006 05:43:52 PM Produced by the JSE SENS Department
