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Home>Further Cautionary Announcement: Exxaro Commences Sale of a Portion of its Stake in Tronox

Further Cautionary Announcement: Exxaro Commences Sale of a Portion of its Stake in Tronox

Further Cautionary Announcement: Exxaro Commences Sale of a Portion of its Stake in Tronox

10/03/2017

Further Cautionary Announcement: Exxaro Commences Sale of a Portion of its Stake in Tronox

Exxaro Resources Limited (JSE:EXX):

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
Bond Code: EXX02
ISIN Code: ZAG000115965
(Exxaro or the Company)

Exxaro Resources Limited (JSE:EXX) today announces that it has commenced a public offering in the United States of 16.0 million Class A ordinary shares of Tronox Limited (NYSE:TROX), a NYSE-listed company engaged in the mining, production and marketing of inorganic minerals and chemicals. The offering is a Category 2 disposal in terms of the JSE Listings Requirements (the "Disposal").

J.P. Morgan, Barclays and Morgan Stanley will act as joint book-running managers and underwriters for the offering. Exxaro intends to grant the underwriters a 30-day option to purchase up to 2.4 million additional Class A ordinary shares at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Exxaro currently owns approximately 51 million Tronox Class B ordinary shares, which represents approximately 42.7 per cent of Tronox's total outstanding voting shares. The offering announced today represents approximately 31.3 per cent of Exxaro's Class B ordinary shares and approximately 13.4 per cent of Tronox's total outstanding voting shares, assuming no exercise of the underwriters' option to purchase additional shares. Pursuant to Tronox's Constitution, the Class B ordinary shares will convert automatically into Class A ordinary shares on a one-for-one basis upon the sale of the shares to the underwriters.

Today's offering follows Exxaro's announcement on 8 March 2017 of its intention to monetise its stake in Tronox. Exxaro's objective in selling its Tronox shares is to focus on its core activities, to provide funding for its future capital commitments, to repay debt and to return capital to its shareholders, which it believes is in its shareholders' best interests. Exxaro presently intends to sell the remainder of its Tronox shares in a staged process over time pursuant to the Registration Statement (as defined below), subject to market conditions.

If today's offering is completed, Exxaro's ownership in Tronox would be reduced to approximately 29.4 per cent, assuming no exercise of the underwriters' option to purchase additional shares. Exxaro's shareholder's deed with Tronox permits Exxaro to nominate up to three members of Tronox's board of directors, depending on Exxaro's percentage ownership in Tronox. If the offering announced today is completed, Exxaro's right to nominate directors will decrease from three members to two members, in which case Exxaro intends to request that one of the Exxaro-nominated directors resign from his position on Tronox's board of directors.

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