Voluntary - Confirmation of the regulatory approvals for the disposal of the equity interest in ECC and Closing Date
Voluntary - Confirmation of the regulatory approvals for the disposal of the equity interest in ECC and Closing Date 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: EXX04 ISIN No: ZAG000160326 Bond Code: EXX05 ISIN No: ZAG000160334 (“Exxaro” or the “Company”) VOLUNTARY UPDATE ANNOUNCEMENT – CONFIRMATION OF THE REGULATORY APPROVALS FOR THE DISPOSAL OF THE EQUITY INTEREST IN EXXARO COAL CENTRAL PROPRIETARY LIMITED (“ECC”) AND CLOSING DATE 1. Regulatory Approvals Shareholders are referred to the announcement on 9 April 2021 on the Stock Exchange News Service of the JSE Limited that Exxaro had identified assets that were non-core to the future strategic objectives of its sustainable growth approach. Exxaro had signed a definitive sale of shares and settlement of sale claims agreement (“SPA”) with Overlooked Colliery Proprietary Limited (“Overlooked”) whereby Overlooked is to acquire all of the issued shares in and settle certain shareholder claims against ECC (“ECC Transaction”). Shareholders are advised that all the conditions precedent to the ECC Transaction were fulfilled on 2 August 2021. The conditions precedent included the approval of the South African competition authorities and the Department of Mineral Resources and Energy. The ECC Transaction will now proceed to closure with a closing date of 31 August 2021 (“Closing Date”). 2. Conclusion The closing of ECC’s successful sale marks a milestone in Exxaro’s portfolio optimisation strategy. Further, it fulfils our strategic objective of empowering and building a black-owned mining operator, such as Overlooked, given the South African mining and energy context, thus confirming Exxaro’s strategic view that the assets do have value and that a different operator could be better placed to extract the maximum value from these assets. Exxaro has commenced a well-prepared separation process and is working towards the full integration under Overlooked so that Overlooked is in a position to efficiently run the asset from the Closing Date. Karen Mare ACTING GROUP COMPANY SECRETARY 3 August 2021 Financial Advisor and Transaction Sponsor Financial Advisor Absa Bank Limited, acting through its Proximity Advisory Corporate and Investment Banking Division Joint Equity Sponsor Legal Advisor Tamela Holdings Proprietary Limited CMS RM Partners Legal Advisor Legal Advisor Inlexso Proprietary Limited Tshisevhe Gwina Ratshimbilani Inc. Competition Law Advisor Herbert Smith Freehills Date: 03-08-2021 03:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 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.