26th Mar 2009 08:44
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
26 March 2009
Aquarius Platinum Limited Possible Recommended All-Share Offer for Ridge Mining plc
The company notes that the announcement relating to a possible recommended all-share offer released this morning contains an inaccuracy with respect to an irrevocable received from Gold Mountains (H.K.) International Mining Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd.).
A further announcement follows.
For further information please visit www.aquariusplatinum.com or contact:
Aquarius PlatinumIn the UK & South AfricaNick BiasTel: +41 (0)79 888 1642In Australia:Willi BoehmTel: +61 (0)8 9367 5211
This announcement is not for distribution, directly or indirectly in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Actâ€). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
REGISTERED OFFICEAquarius Platinum Limited, Clarendon House, 2 Church Street, Hamilton HMCXBermudaEmail: [email protected]: +61 8 9367 5211AQUARIUS PLATINUM LIMITEDASX, LSE & JSE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
26 March 2009 POSSIBLE RECOMMENDED ALL SHARE OFFER for Ridge Mining plc ("Ridge") by Aquarius Platinum Limited ("Aquarius") Highlights * Possible recommended all share offer by Aquarius for Ridge at an exchange ratio of 1 Aquarius share for every 2.75 Ridge shares, subject to possible adjustment to reflect potential dilution arising from the Aquarius Equity Capital Raising. * At an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares, values Ridge's issued share capital at approximately £63 million (based on 184.0 pence per Aquarius Share, being the closing price on the London Stock Exchange on 25 March 2009, the last practicable date prior to this announcement). * Compelling strategic and commercial rationale for a combination of Aquarius and Ridge. * Aquarius has received irrevocable undertakings to vote in favour of the Acquisition and the Scheme in respect of, in aggregate, 12.7 per cent. of Ridge's issued ordinary share capital from the Ridge Directors and Blackrock Investment Management (UK) Ltd.. * Anticipated that an offer will be made following successful closing of the Aquarius Equity Capital Raising announced today.
Commenting on the proposed transaction, Stuart Murray, CEO of Aquarius, said: "Since announcing the Ridge transaction in February 2009, our transaction team has undertaken confirmatory due diligence to reaffirm the attractive prospects for Ridge. We remain confident that the proposed transaction represents a desirable outcome for both companies and an important step in the development of Aquarius and indeed consolidation of the industry.
Ridge will further diversify our portfolio, increase our resource base, add new production ounces and longevity to our production profile, while adding optionality with the Sheba's Ridge project .
As we have grown closer to Ridge, more than ever we can see that it makes sense to combine our 10 years' experience of operating shallow, mechanised underground mines with that of Ridge's management from the construction of the Blue Ridge Mine, to provide a stronger future for all under Aquarius."
Terence Wilkinson, CEO of Ridge, added: "The proposed combination offers Ridge Shareholders the opportunity to retain the upside potential contained within our projects whilst reducing the risk inherent in a single early stage operation in a difficult economic environment."
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Code and shareholders are advised that, even if the Pre-Conditions are satisfied or waived, there can be no certainty under the Code that any offer to acquire Ridge Shares will be made. However, pursuant to the Implementation Agreement the parties expect to sign, Aquarius and Ridge expect to agree between themselves, subject to certain terms and conditions typical for such a transaction, to proceed with the Acquisition if the Pre-Conditions are satisfied or waived.
For clarity, Aquarius reserves the right to waive the Pre-Conditions at any time. In addition, Aquarius reserves the right, if the Pre-Conditions are not satisfied or waived, not to make an offer for Ridge.
Summary
The Boards of Aquarius and Ridge are pleased to announce their agreement on the terms of a possible recommended all share offer by Aquarius for the entire issued and to be issued share capital of Ridge at an exchange ratio of 1 Aquarius share for every 2.75 Ridge Shares, subject to possible adjustment to reflect potential dilution arising from the Aquarius Equity Capital Raising.
Aquarius has today announced that it will pursue an Equity Capital Raising and a Convertible Bond Issue to meet its own funding requirements including those for the integration of Ridge. It is envisaged that US$233 million to US$249 million will be raised, and that the Equity Capital Raising and Convertible Bond Issue will complete in May 2009.
To the extent that the theoretical ex-rights and placing price of the Aquarius Shares, calculated on a basis agreed between the parties to take into account the final terms of the Equity Capital Raising, is more than 8 per cent. below the 5 day VWAP measured on the LSE at the close of business on 25 March 2009, the parties will agree an adjustment to the exchange ratio of three-quarters of the percentage change, and the final ratio is anticipated to be published on Friday 27 March 2009.
Strategic and commercial rationale
Aquarius believes that there is compelling strategic and commercial rationale for a combination with Ridge:
* diversification of the Aquarius portfolio and corresponding decrease in single project risk for Ridge; * significant expansion of reserve and resource base; * short-term increase in attributable production with the commissioning of the Blue Ridge Mine; * enhanced Aquarius mine-life profile through the Blue Ridge Mine; * the Blue Ridge Mine is a well executed small project and would be a complementary fit with the Aquarius portfolio; * opportunities to reduce overhead costs with combined administrative and technical functions; * added optionality through the Sheba's Ridge project; * combined leverage of mining and processing skills; * strengthened position amongst peers operating on the Bushveld; and * some small synergies between combined operations, noticeably through sharing of skills and procurement.
Transaction pricing, Pre-Conditions and Scheme of Arrangement
At an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares the implied price of 66.9 pence per Ridge Share (based on 184.0 pence per Aquarius Share, being the closing price on the London Stock Exchange on 25 March 2009, the last practicable date prior to this announcement) represents a premium of approximately 112.4 per cent. to the closing mid-market price of 31.5 pence per Ridge Share on 11 February 2009, being the last business day before the announcement by Ridge that it was in discussions with Aquarius regarding a possible offer for the Company; and a premium of approximately 67.7 per cent. to the average closing mid-market price of 39.9 pence per Ridge Share for the six months to and including 11 February 2009, being the last business day before the announcement by Ridge that it was in discussions with Aquarius regarding a possible offer for the Company.
The Acquisition is expected to be subject to the satisfaction or waiver on or before 15 May 2009 of the Pre-Conditions set out in full in Appendix I. Aquarius and Ridge expect to enter into an Implementation Agreement prior to 7.00am GMT on 27 March 2009, pursuant to which Aquarius would agree to announce a firm intention to make the Acquisition (subject to typical terms and conditions for such a transaction), pursuant to Rule 2.5 of the Code, if the Pre-Conditions are satisfied or waived by 15 May 2009.
Subject to the satisfaction or waiver of the Pre-Conditions, it is anticipated that the Acquisition would be implemented by way of a Scheme of Arrangement under Part 26 of the 2006 Act. The Scheme would be put to Ridge Shareholders at the Court Meeting and at the General Meeting, which will be convened in due course. The Scheme Document would be posted to Ridge Shareholders within 21 days of satisfaction or waiver of the Pre-Conditions.
The Independent Ridge Directors, who have been so advised by RBC Capital Markets, consider the terms of the Acquisition to be fair and reasonable, so far as Ridge Shareholders are concerned. In providing their advice, RBC Capital Markets has taken into account the commercial assessments of the Independent Ridge Directors. Accordingly, the Independent Ridge Directors have unanimously agreed to recommend that Ridge Shareholders vote in favour of the Scheme at the Court Meeting and General Meeting to be convened in relation to the Acquisition.
This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices hereto. Appendix I sets out the Pre-Conditions to which the Acquisition is expected to be subject. Appendix II contains further details of the bases and sources of certain of the information contained in this announcement. Appendix III contains the definitions of certain terms used in this summary and in this announcement.
Lazard and Rand Merchant Bank are acting as joint financial advisers toAquarius. Merrill Lynch is providing corporate broking advice to Aquarius inthe UK and Euroz Securities are acting as corporate broker to Aquarius inAustralia. RBC Capital Markets is acting as sole financial adviser andcorporate broker to Ridge.Enquiries:Aquarius Ridge In the UK & South Africa Francis Johnstone (Commercial Director) Nick Bias Tel: +44 (0)20 7379 1474 Tel: +41 (0)79 888 1642 In Australia: RBC Capital Markets, financial adviser & nominated adviser to Ridge Willi Boehm Martin Eales or Patrick Meier Tel: +61 (0)8 9367 5211 Tel: +44 (0)20 7029 7881 Rand Merchant Bank Conduit PR
Peter Hayward-Butt or Carel Vosloo Charlie Geller or Gareth Tredway
Tel: 27 (0)11 282 8000 Tel: +44 (0)20 7429 6604 Lazard Peter Kiernan, Spiro Youakim or Chris Seherr-Thoss Tel:+44 (0)20 7187 2000 Merrill Lynch Andrew Osborne or Will Smith Tel:+44 (0)20 7628 1000 Euroz Securities Doug Young Tel:+ 61 (0)8 9488 1400
This announcement is not for distribution, directly or indirectly in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
RMB is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of RMB or providing advice in relation to the matters referred to in this announcement.
Lazard is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of Lazard or providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets is acting exclusively for Ridge and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of RBC Capital Markets or providing advice in relation to the matters referred to in this announcement.
Merrill Lynch is acting exclusively for Aquarius and no one else and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of Merrill Lynch or providing advice in relation to any of the matters referred to in this announcement.
Euroz Securities is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of Euroz Securities or providing advice in relation to the matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aquarius or Ridge, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in "relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the UK Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to the parties' objectives and future performance, including statements relating to expected benefits associated with the transaction contemplated herein. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "should", "will", "expects / expected", "believes", "intends", "plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: regulatory approvals required for the consummation of the transaction that may require acceptance of conditions with potential adverse impacts; risk involving the parties' ability to realise expected benefits associated with the transaction; the success of Ridge's Blue Ridge Mine; and macroeconomic conditions generally affecting the South African mining industry.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
26 March 2009 POSSIBLE RECOMMENDED ALL SHARE OFFER for Ridge Mining plc ("Ridge") by Aquarius Platinum Limited ("Aquarius") * Introduction
On 12 and 13 February 2009 Aquarius Platinum Limited ("Aquarius") and Ridge Mining plc ("Ridge") made announcements confirming that they had been in discussions regarding a possible all share offer by Aquarius for Ridge. The Directors of Aquarius and Ridge are now pleased to announce that they expect to sign an implementation agreement in connection with the Acquisition ("Implementation Agreement") prior to 7.00am GMT on 27 March 2009. Under the terms of the Implementation Agreement, and subject only to the satisfaction or waiver of the Pre-Conditions, Aquarius would agree to make an all share offer for the entire issued share capital of Ridge at an exchange ratio of 1 Aquarius share for every 2.75 Ridge shares in issue, subject to possible adjustment to reflect potential dilution arising from the Aquarius Equity Capital Raising.
The Pre-Conditions to which the Acquisition is expected to be subject are set out in Appendix I. The sources and bases of information contained in this announcement are set out in Appendix II. The definitions of certain expressions used in this announcement are contained in Appendix III. Further information on Aquarius is set out in paragraph 12 of this announcement.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Code and shareholders are advised that, even if the Pre-Conditions are satisfied or waived, there can be no certainty under the Code that any offer to acquire Ridge Shares will be made. However, pursuant to the Implementation Agreement the parties expect to sign, Aquarius and Ridge expect to agree between themselves, subject to certain terms and conditions typical for such a transaction, to proceed with the Acquisition if the Pre-Conditions are satisfied or waived.
For clarity, Aquarius reserves the right to waive the Pre-Conditions at any time. In addition, Aquarius reserves the right, if the Pre-Conditions are not satisfied or waived, not to make an offer for Ridge.
* The Acquisition
Under the terms of the Scheme, which is expected to be subject to satisfaction or waiver of the Pre-Conditions and will be subject to the full terms and conditions to be set out in the Scheme Document, Ridge Shareholders holding Ridge Shares at the Scheme Record Date will receive:
for every 2.75 Ridge Shares 1 New Aquarius Share
To the extent that the theoretical ex-rights and placing price of the Aquarius Shares, calculated on a basis agreed between the parties to take into account the final terms of the Equity Capital Raising, is more than 8 per cent. below the 5 day VWAP measured on the LSE at the close of business on 25 March 2009, the parties will agree an adjustment to the exchange ratio of three-quarters of the percentage change, and the final ratio is anticipated to be published on Friday 27 March 2009.
At an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares the terms of the Acquisition value the entire existing issued and to be issued ordinary share capital of Ridge at approximately £63 million. This represents an implied price of 66.9 pence for each Ridge Share, based on 184.0 pence per Aquarius Share, being the closing price on the London Stock Exchange on 25 March 2009, the last practicable date prior to this announcement.
The implied price of 66.9 pence per Ridge Share represents:
* a premium of approximately 112.4 per cent. to the closing mid-market price of 31.5 pence per Ridge Share on 11 February 2009, being the last Business Day before the announcement by Ridge that it was in discussions with Aquarius regarding a possible offer for the Company; and * a premium of approximately 67.7 per cent. to the average closing mid-market price of 39.9 pence per Ridge share for the six months to and including 11 February 2009, being the last Business Day before the announcement by Ridge that it was in discussions with Aquarius regarding a possible offer for the Company.
Existing Aquarius Shareholders will own approximately 90.6 per cent. of the issued share capital of Aquarius as enlarged by the Acquisition, excluding the impact of the Equity Capital Raising and the Convertible Issue. The Ridge Shareholders will own approximately 9.4 per cent. of the enlarged issued share capital, excluding the impact of the Equity Capital Raising and the Convertible Issue.
* Background to and reasons for the Acquisition
Aquarius believes there is compelling strategic and commercial rationale for a combination with Ridge as it would:
* leverage the combined expertise in shallow low-cost mining; * improve production diversification of the combined entity; * enhance Aquarius' operating cost structure and mine life profile; * reduce overhead costs within administrative and technical functions; and * increase Aquarius' critical mass and improve its competitive positioning in the PGM industry.
The Acquisition would result in an improved production profile for Aquarius. It is anticipated that Ridge's Blue Ridge Mine will produce approximately 75,000 PGM ounces (50 per cent. attributable to Ridge) in the 2009 calendar year, ramping up to steady-state production of approximately 125,000 PGM ounces by 2011 (50 per cent. attributable to Ridge). Given the strike length and depth of the Blue Ridge orebody, Aquarius believes that the combined group will be in a stronger position to increase the production levels in the medium term above the current mine plan.
Furthermore, the acquisition of Ridge would significantly expand Aquarius' reserve and resource base. On a pro forma attributable basis, the proven and probable reserves for Aquarius would increase 61 per cent. from 8.7 million PGM ounces to 14.0 million PGM ounces, and the measured, indicated and inferred resources by 12.5 per cent. from 106.6 million ounces to 119.9 million ounces respectively. The enlarged resource base could provide an option for further exploration and possibly organic growth, notably from Ridge's Sheba's Ridge exploration project.
* Background to and reasons for the recommendation
The current turbulence within the financial markets has proven challenging for early stage mining opportunities. The proposed combination offers Ridge Shareholders the opportunity to retain the upside potential contained within Ridge's projects and at the same time reduces the risk inherent in a single early stage operation in a difficult economic environment. The combined group will have a more robust capital structure that will enable shareholders to benefit from the development opportunities embedded within Ridge, in particular the development of the Sheba's Ridge mining asset and the right to acquire an additional 22.5 per cent. stake from Anglo Platinum on the Ridge Board deciding to progress with the development of a mine at Sheba's Ridge.
* Recommendation
The Independent Ridge Directors, who have been so advised by RBC Capital Markets, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent Ridge Directors, RBC Capital Markets has taken into account the commercial assessments of the Independent Ridge Directors.
Accordingly, the Independent Ridge Directors have unanimously agreed to recommend that Ridge Shareholders vote in favour of the Scheme at the Court Meeting and General Meeting to be convened in relation to the Acquisition.
* Irrevocable undertakings
Ridge Directors have irrevocably undertaken to vote their entire holdings of Ridge Shares (being, in aggregate 1,540,017 Ridge Shares which represent approximately 1.7 per cent. of the existing issued ordinary share capital of Ridge) in favour of the Acquisition and the Scheme at the Court Meeting and the General Meeting. The Ridge Directors have also undertaken that, if following this announcement, Aquarius decides to implement the Acquisition by means of an Offer instead of by way of the Scheme, they will accept such Offer in respect of their entire holdings of Ridge Shares. The irrevocable undertakings given by the Ridge Directors will lapse if the Implementation Agreement is terminated or if the Scheme does not become effective, lapses or is withdrawn.
Aquarius has also received an irrevocable undertaking to vote in favour of the Acquisition and the Scheme in respect of, in aggregate, 11.0 per cent. of Ridge's issued ordinary share capital. This irrevocable undertaking relates to 10,120,000 Ridge Shares held by funds or entities managed or advised by Blackrock Investment Management (UK) Ltd.. The irrevocable undertaking will lapse if a press announcement pursuant to Rule 2.5 of the Code in relation to Aquarius' firm intention to proceed with the Acquisition is not released by 15 May 2009, or if the Scheme does not become effective, lapses or is withdrawn. In addition, this irrevocable undertaking by Blackrock Investment Management (UK) Ltd. will lapse on 31 October 2009 or if a higher competing offer is made by a third party.
* Aquarius' intentions regarding the business of Ridge
Aquarius has, in only a decade, grown from a fledgling developer of platinum within the Bushveld Complex in South Africa to a mid-tier platinum producer with interests in six operating assets.
The acquisition of Ridge will build on the successful transformation of Aquarius into the fourth largest low cost platinum producer in the Bushveld Complex. Ridge's flagship Blue Ridge Mine is entering production in 2009 and will further diversify Aquarius' portfolio, increase its resource base, add new production ounces and longevity to its production profile, and add significant optionality with the Sheba's Ridge exploration property.
There is a compelling rationale for the Acquisition for both shareholder groups, as it combines Aquarius' 10 years' experience of operating shallow, mechanised underground mines with that of Ridge's management from the construction of the Blue Ridge Mine to provide a stronger future for both Ridge and Aquarius Shareholders.
It is Aquarius' intention to manage the Ridge operations in a cost effective manner, extracting maximum value for shareholders and to leverage the combined knowledge base of both companies as it brings the Blue Ridge Mine to full production and develops the future growth of the combined group through the development of Sheba's Ridge.
* Aquarius Equity Capital Raising and Convertible Bond Issue
Aquarius has today announced an Equity Capital Raising and Convertible Bond Issue to meet the funding requirements of both Aquarius and Ridge. It is envisaged that US$233 million to US$249 million will be raised, and the Equity Capital Raising and Convertible Bond Issue are expected to complete in May 2009. Further information on the proposed Equity Capital Raising and the Convertible Bond Issue is set out in that announcement and will be set out in the Equity Capital Raising Prospectus, which will be published shortly and will be available on the Aquarius website.
* Management, employees and locations
Aquarius recognises the strong contribution made by Ridge's management and employees to the development of Ridge, including their achievements in bringing the Blue Ridge mine into production, which is expected in the first half of 2009.
The Board of Aquarius has given the Ridge Board assurances that, following the Scheme becoming effective, the existing contractual and statutory rights of all management and employees of Ridge will be fully safeguarded. In addition, it has been agreed between both Boards that all employment contracts of on-mine employees at Ridge will be continued. Furthermore, agreement has also been reached with respect to senior management positions within the future combined group.
Following completion of the Acquisition, all the Ridge Directors will resign.
* Ridge Share Options and Warrants
Aquarius intends to make appropriate proposals to award holders under the Ridge Share Schemes. Award holders will be informed of the proposals as soon as is practicable. Options and Warrants granted to each of Imbani Platinum (Pty) Limited and Gold Mountains (H.K.) International Mining Company Ltd are expected to be treated in accordance with the provisions of the respective agreements.
* Information on Ridge
Ridge is an AIM and PLUS traded company, registered in England, focusing on developing its prospective PGM projects in the Bushveld Complex in South Africa. The company's two most advanced PGM projects are the 50 per cent. owned Blue Ridge Mine on the eastern limb of the Bushveld where development commenced in January 2007 and the first shipment of concentrate is scheduled for early April 2009, and the nearby Sheba's Ridge project, a joint venture with Anglo Platinum and the Industrial Development Corporation of South Africa where a feasibility study was completed at the end of 2007.
* Information relating to Aquarius
Aquarius is a focused PGM producer with operations in the Bushveld Complex in South Africa and the Great Dyke in Zimbabwe. The company is engaged in mineral exploration, mine development, concentrate production and investment. The company's primary listing is on the Australian Securities Exchange, with secondary listings on the London Stock Exchange and the Johannesburg Stock Exchange, in addition to a Level 1 American Depository Receipt programme in the United States.
* Structure of the Acquisition, de-listing and re-registration
It is intended, pursuant to the Implementation Agreement that the parties expect to sign, that, subject to satisfaction or waiver of the Pre-Conditions, the Acquisition would be effected by means of a Court sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006. The procedure will involve an application by Ridge to the Court to sanction the Scheme and confirm the cancellation of all Scheme Shares, in consideration for which Ridge Shareholders will receive shares in Aquarius as described in section 2 of this announcement. The Scheme will not be proposed unless and until the Implementation Agreement is signed and the Pre-Conditions are satisfied or waived. The terms of the Pre-Conditions are set out in Appendix I. There can be no certainty as to whether or when the Pre-Conditions will be satisfied or waived. The implementation of the Scheme will also be subject to the full terms and conditions which will be set out in the Scheme Document and which are expected to be of a type customary for a transaction of this nature.
The purpose of the Scheme is to provide for Aquarius to become the owner of the whole of the issued ordinary share capital of Ridge.
It is expected that application will be made to the London Stock Exchange for Ridge Shares to cease to be admitted to trading on AIM after the Effective Date.
Application will be made to: (i) the UK Listing Authority for the New Aquarius Shares to be admitted to the Official List and to the London Stock Exchange for the New Aquarius Shares to be admitted to trading on its market for listed securities; (ii) ASX for the quotation of the New Aquarius Shares on ASX; and (iii) the JSE for the admission to listing and trading of the New Aquarius Shares on the main board of the JSE.
The New Aquarius Shares will be issued credited as fully paid and will rank pari passu in all respects with existing Aquarius Shares and will be entitled to all dividends and other distributions declared or paid by Aquarius by reference to a record date on or after the Effective Date but not otherwise.
Aquarius reserves the right, subject to approval by the Takeover Panel, to elect to implement the acquisition of the Ridge Shares by way of a takeover offer. In such event, it is proposed that such Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.
Further details of the Scheme, including an indicative timetable for its implementation, will be contained in the Scheme Document, together with details on how Ridge Shareholders may vote at the Scheme Meeting and General Meeting. The Scheme Document will be posted no later than 21 days after the satisfaction of the Pre-Conditions.
* Regulatory clearances
The Acquisition is anticipated to be conditional upon obtaining merger control approval from the South African Competition Commission. It is expected that, subject to execution of the Implementation Agreement and the satisfaction or, where relevant, waiver, of the Pre-Conditions and the conditions to the Scheme, the Scheme will become effective and the Acquisition will complete during mid to late 2009.
* Implementation Agreement and Non-Solicitation Agreement
Aquarius and Ridge expect to enter into an Implementation Agreement prior to 7.00am GMT on 27 March 2009, under the terms of which they will agree, subject to satisfaction or waiver of the Pre-Conditions and of certain other conditions typical for a transaction of this nature, to implement the Scheme. The Implementation Agreement is also expected to contain certain assurances and confirmations between Aquarius and Ridge (including undertakings regarding the conduct of the business of Ridge). The principal provisions are set out below with further information to be included in the Scheme Document.
Inducement fee
Ridge expects to agree to pay Aquarius an inducement fee of an amount equal to one per cent. of the value of Ridge calculated by reference to the terms of the Acquisition as at the date of confirmation of the exchange ratio, or an amount equal to one per cent of the value of Ridge as at the date of announcement of a firm intention to implement the Transaction under Rule 2.5 of the Code, if such an announcement is subsequently released, (together in each case with any amount payable in respect of any VAT but only to the extent that any such VAT is recoverable by Ridge or the representative member of Ridge's VAT group) in the following circumstances:
* the Scheme Document is not posted by Ridge within 21 days of the date of satisfaction or waiver of the Pre-Conditions; * the Independent Ridge Directors withdraw or adversely modify or qualify their recommendation or decide not to proceed with the Scheme; or * a Third Party Transaction is announced prior to the Acquisition lapsing or being withdrawn, which Third Party Transaction is either recommended by the Ridge Directors and / or becomes or is declared wholly unconditional or is completed.
Break fee
Aquarius expects to agree to pay Ridge a break fee of an amount equal to one per cent. of the value of Ridge calculated by reference to the terms of the Acquisition as at the date of confirmation of the exchange ratio (together with any amount payable in respect of any VAT but only to the extent that any such VAT is recoverable by Aquarius or the representative member of Aquarius' VAT group) if the Pre-Condition in paragraph 1 of Appendix I to this announcement is not satisfied or waived and a press announcement pursuant to Rule 2.5 of the Code in relation to Aquarius' firm intention to proceed with the Acquisition is not released at or before 7.00am on 15 May 2009.
The Break Fee will not be payable if the Pre-Condition in paragraph 1 of Appendix I to this announcement is not satisfied or waived as a result of an adverse change or deterioration having occurred in the business, assets, financial or trading position or prospects of Ridge where that adverse change or deterioration is not known to Aquarius at the date of the Implementation Agreement.
Non-Solicitation Agreement
Ridge has entered into a Non-Solicitation Agreement under which it has undertaken not to solicit, initiate, encourage or otherwise seek to procure any initial or further approach to or from any other person with a view to a Third Party Transaction taking place, or entertain any approach from, or enter into or continue discussions and / or negotiations with, another person with a view to a Third Party Transaction taking place, save that Ridge is not prohibited from responding to unsolicited enquiries from, or holding discussions with, third parties to the extent that the Ridge Directors consider that they would be in breach of their fiduciary duties not to do so.
Ridge has also agreed not to provide any information to any third parties except as required under Rule 20.2 of the Code and to notify Aquarius of any approach regarding a Third Party Transaction, including the material terms thereof, and of any request for information by a third party under Rule 20.2 of the Code.
Termination
The Implementation Agreement and Non-Solicitation Agreement are expected to be capable of termination in the following circumstances:
* if any condition (including the Pre-Conditions) becomes incapable of satisfaction or is invoked so as to cause the Acquisition not to proceed; * if the Scheme is not Sanctioned by the Ridge Shareholders or the Court refuses to grant either of the Court Orders; * if the Effective Date has not occurred on or before 31 October 2009; * by notice in writing from Aquarius to Ridge if the Ridge Directors have withdrawn or adversely modified or qualified their recommendation to shareholders in support of the Acquisition and either the Panel consents to Aquarius withdrawing its offer, or a Third Party Transaction becomes or is declared wholly unconditional or is completed; or * if the Acquisition is implemented by way of an Offer, the Offer lapses in accordance with its terms or is withdrawn. * Disclosure of interests in Ridge
Save for the 217,981 Ridge Shares, representing approximately 0.24 per cent. of Ridge's existing issued share capital held by Peter Ledger, non-executive director of Ridge and Aquarius Platinum (South Africa) (pty) Ltd (a wholly-owned subsidiary of Aquarius), as at the date of this announcement neither Aquarius, nor any of the directors of Aquarius, nor, so far as Aquarius is aware, any person acting in concert with Aquarius, has any interest in or right to subscribe for any relevant Ridge securities, nor has any short positions in respect of relevant Ridge securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor has borrowed or lent any relevant Ridge securities (save for any borrowed shares which have been on lent or sold).
* Overseas shareholders
The availability of the Proposals to Ridge Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Under the terms of the Proposals, Aquarius has reserved the right to make an Offer for Ridge as an alternative to a Scheme. If Aquarius exercises its right to implement the Acquisition by means of an Offer, any such Offer will be made in compliance with applicable laws and regulations.
* General
The Acquisition is subject to the Pre-Conditions set out in Appendix I. If the Pre-Conditions are satisfied or waived, the Scheme will be subject to the conditions to be set out in the Scheme Document. Although there is no commitment under the Code to pursue an Offer, pursuant to the Implementation Agreement the parties expect to sign, Ridge and Aquarius expect to agree that the Scheme Document will be posted to Ridge Shareholders and made available, for information only, to participants in the Ridge Share Schemes, as soon as practicable and in any event within 21 days of the date that the Pre-Conditions are satisfied or waived.
The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange, the UK Listing Authority, ASX and the JSE.
Save as set out in paragraph 16 above in respect of Mr Ledger, neither Aquarius nor, so far as Aquarius is aware, any person acting in concert with Aquarius, has any arrangement in relation to relevant Ridge securities. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant Ridge securities which may be an inducement to deal or refrain from dealing in such securities.
Appendix I sets out the Pre-Conditions. Appendix II sets out the bases and sources of certain of the information contained in this announcement. Appendix III contains the definitions of certain terms used in this announcement.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Code and shareholders are advised that, even if the Pre-Conditions are satisfied or waived, there can be no certainty under the Code that any offer to acquire Ridge Shares will be made. However, pursuant to the Implementation Agreement the parties expect to sign, Aquarius and Ridge expect to agree between themselves, subject to certain terms and conditions typical for such a transaction, to proceed with the Acquisition if the Pre-Conditions are satisfied or waived.
For clarity, Aquarius reserves the right to waive the Pre-Conditions at any time. In addition, Aquarius reserves the right, if the Pre-Conditions are not satisfied or waived, not to make an offer for Ridge.
Enquiries:Aquarius Ridge In the UK & South Africa Francis Johnstone (Commercial Director) Nick Bias Tel: +44 (0)20 7379 1474 Tel: +41 (0)79 888 1642 In Australia: RBC Capital Markets, financial adviser & nominated adviser to Ridge Willi Boehm Martin Eales or Patrick Meier Tel: +61 (0)8 9367 5211 Tel: +44 (0)20 7029 7881 Rand Merchant Bank Conduit PR
Peter Hayward-Butt or Carel Vosloo Charlie Geller or Gareth Tredway
Tel: 27 (0)11 282 8000 Tel: +44 (0)20 7429 6604 Lazard Peter Kiernan, Spiro Youakim or Chris Seherr-Thoss Tel:+44 (0)20 7187 2000 Merrill Lynch Andrew Osborne or Will Smith Tel:+44 (0)20 7628 1000 Euroz Securities Doug Young Tel:+ 61 (0)8 9488 1400
This announcement is not for distribution, directly or indirectly in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
RMB is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of RMB or providing advice in relation to the matters referred to in this announcement.
Lazard is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of Lazard or providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets is acting exclusively for Ridge and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of RBC Capital Markets or providing advice in relation to the matters referred to in this announcement.
Merrill Lynch is acting exclusively for Aquarius and no one else and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of Merrill Lynch or providing advice in relation to any of the matters referred to in this announcement.
Euroz Securities is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of Euroz Securities or providing advice in relation to the matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aquarius or Ridge, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in "relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the UK Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to the parties' objectives and future performance, including statements relating to expected benefits associated with the transaction contemplated herein. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "should", "will", "expects / expected", "believes", "intends", "plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: regulatory approvals required for the consummation of the transaction that may require acceptance of conditions with potential adverse impacts; risk involving the parties' ability to realise expected benefits associated with the transaction; the success of Ridge's Blue Ridge Mine; and macroeconomic conditions generally affecting the South African mining industry.APPENDIX I
PRE-CONDITIONS OF THE PROPOSALS
Pre-Conditions of the Acquisition
Pursuant to the terms of the Implementation Agreement the parties expect to sign on, the Acquisition is subject to the Pre-Conditions set out in this Appendix I.
Without prejudice to its reserved rights to implement the Acquisition by way of takeover offer, the obligation on Aquarius to make its offer by way of the Scheme shall be pre-conditional upon:
1. the Equity Capital Raising and the Convertible Bond Issue becoming wholly unconditional and completing and Aquarius receiving not less than US$185 million in immediately available cleared funds pursuant thereto; and
2. the arrangement, on terms satisfactory to Aquarius acting reasonably in its absolute discretion, of sufficient bridge funding for the continued operation of the Blue Ridge Mine;
in each case, on or before 15 May 2009, or such later date, if any, as Aquarius and Ridge may agree (with the consent of the Panel).
Aquarius reserves the right to waive the Pre-Conditions, in whole or in part, at its discretion. In addition, pursuant to the Implementation Agreement the parties expect to sign, the Scheme (or any takeover offer) is expected to be subject to terms and conditions typical for a transaction of this nature which will be set out in full in the Scheme Document. Aquarius also reserves the right, with Panel consent, to implement the Acquisition by way of a takeover offer.
APPENDIX II BASES AND SOURCES * The value of Ridge as implied by the Price is based upon the fully diluted number of Ridge Shares being 93,526,575, including 92,065,533 Ridge Shares in issue on 25 March 2009 (excluding those held in treasury), adjusted for the dilutive effect of in the money options. * The ownership of the Ridge Shareholders in the enlarged issued share capital, excluding the impact of the Equity Capital Raising and the Convertible Issue, and the dilution to Ridge shareholders as a result of the Aquarius Equity Capital Raising, is based upon the basic number of outstanding Aquarius shares in issue before the Equity Capital Raising of 327,096,634. * The premia implied by the Price have been calculated based on closing Ridge Share prices supplied by Datastream. * Unless otherwise stated, the financial information relating to Aquarius and Ridge has been extracted without material adjustment from the respective published audited reports and accounts for the relevant periods. * The GBP - ZAR exchange rate of 13.75 is based on the spot exchange rate as at 25 March 2009. * The US Dollar - ZAR exchange rate of 9.41 is based on the spot exchange rate as at 25 March 2009. * The Sheba's Ridge ounces have been based on 3E (Pt, Pd, Au) as defined in the JORC compliant Reserve and Resource statement, audited by SRK Consulting. All mineral resource and mineral reserve estimates for Aquarius mines have been audited by an independent Competent Person: F.H. (Ina) Cilliers (M.Sc, Pr. Sci. Nat. 400032/02, GSSA 965781) of Mercilheim Geological Services. Ina Cilliers has 21 years' experience in the mining industry, of which 12 years have been in platinum mining. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless thecontext requires otherwise."1985 Act" the Companies act 1985 (as amended) "2006 Act" the Companies Act 2006 "Acquisition" the acquisition of the entire issued and to be issued share capital of Ridge, and for the avoidance of doubt includes an acquisition of the Ridge Shares implemented by way of the Scheme, or by way of an Offer "Acts" together the 1985 Act and the 2006 Act "AIM" the AIM market of the London Stock Exchange "American Depository Receipt" certificate issued by US banks to facilitate trading for US shareholders in the shares of non-US companies "Aquarius" Aquarius Platinum Limited "Aquarius Shareholders" or holders of Aquarius Shares "Shareholders" "Aquarius Shares" ordinary shares of Aquarius with US$0.05 par value in issue "Australia" the commonwealth of Australia, its territories and possessions and all areas subject to the jurisdiction and all political sub divisions thereof "Australian Securities Exchange" or Australian Securities Exchange (ASX) "ASX" Limited, or the stock exchange conducted by ASX Limited, as the context requires "Blue Ridge Mine" the PGM mine owned by Blue Ridge Platinum Pty Limited, of which Ridge owns 50 per cent. "Business Day" a day on which London Stock Exchange plc is open for the transaction of business "Capital Raising Prospectus" the prospectus relating to Aquarius and the Equity Capital Raising prepared in accordance with the Prospectus Rules and Listing Rules made under Part VI of the Financial Services and Markets Act 2000
"City Code", "Takeover Code" or "Code" the City Code on Takeovers and Mergers
"Convertible Bond Issue" the proposed issue of floating rate senior secured convertible registered bonds by Aquarius to raise between ZAR 500,000,000 and ZAR 650,000,000 "Court" the High Court of Justice in England and Wales "Court Meeting" the meeting (including any adjournment thereof) of the Ridge Shareholders (or the relevant class or classes thereof) convened under an order of the Court under Section 896 of the 2006 Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment) "Court Orders" the First Court Order and the Second Court Order "Effective Date" the date on which the Scheme becomes effective by registration of the Court Orders by the Registrar of Companies or if Aquarius elects to implement the Acquisition by way of the Offer, such Offer becoming or being declared unconditional in all respects "Equity Capital Raising" or "Capital the equity raising by Aquarius through:Raising" (i) the placing of new common shares in the share capital of Aquarius; and (ii) the issue of rights over new common shares in the share capital of Aquarius; together expected to raise approximately US$180 million of new equity capital "Euroz Securities" Euroz Securities Limited "First Court Hearing" the hearing of the Court to sanction the Scheme "First Court Order" the order of the Court, sanctioning the Scheme under Section 899 of the 2006 Act, to be granted at the First Court Hearing "General Meeting" the general meeting of the Ridge Shareholders to be convened in connection with the Scheme "GMT" Greenwich Mean Time "Implementation Agreement" the agreement expected to be entered into between Ridge and Aquarius prior to 7.00am GMT on 27 March 2009, relating to, amongst other things, the implementation of the Scheme, further details of which are set out in paragraph 15 of this announcement "Independent Ridge Directors" the directors of Ridge from time to time, excluding Peter Ledger, non-executive director of Ridge and Aquarius Platinum (South Africa) (pty) Ltd (a wholly owned subsidiary of Aquarius) "Johannesburg Securities Exchange" or Johannesburg Securities Exchange "JSE" Limited, previously the JSE Securities Exchange and the Johannesburg Stock Exchange "JORC" Joint Ore Reserve Committee "Lazard" Lazard & Co., Limited
"London Stock Exchange" or "LSE" London Stock Exchange plc or its
successor "Merrill Lynch" Merrill Lynch International "New Aquarius Shares" the Aquarius Shares proposed to be issued (or delivered in full or in part from treasury stock) and credited as fully paid pursuant to the Acquisition "Non-Solicitation Agreement" the agreement between Ridge and Aquarius dated 10 March 2009 relating to, amongst other things, restrictions on Ridge soliciting any person with a view to a Third Party Transaction taking place, further details of which are set out in paragraph 15 of this announcement "Offer" should Aquarius elect to effect the Acquisition by way of a takeover offer, the offer to be made by or on behalf of Aquarius for all of the Ridge Shares on the terms and subject to the conditions to be set out in the related Offer Document and form of acceptance including, where the context requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" should Aquarius elect to effect the Acquisition by way of a takeover offer, the document which would be dispatched by Aquarius to the Aquarius Shareholders with respect to such Offer "Official List" the official list of the UK Listing Authority "Panel" or "Takeover Panel" the UK Panel on Takeovers and Mergers "PGM" Platinum Group Metals, including the four elements: platinum, palladium, rhodium and gold "PLUS" PLUS Markets plc, a small & mid-cap stock exchange in London "Pre-Conditions" the two pre-conditions set out in Appendix I to this announcement "Price" the amount of 66.9 pence for each Ridge Share, based on 184.0 pence per Aquarius Share, being the closing price on the London Stock Exchange on 25 March 2009, the last practicable date prior to this announcement. "Proposals" the proposed acquisition of the Ridge Shares by Aquarius to be effected, subject to the satisfaction or waiver of the Pre-Conditions by means of the Scheme, (or, should Aquarius so elect, by means of an Offer) "Rand Merchant Bank" or "RMB" Rand Merchant Bank, a division of FirstRand Bank Limited "RBC Capital Markets" a trading name of Royal Bank of Canada Europe Limited "Reduction" the proposed reduction of capital of Ridge under section 135 of the 1985 Act provided for by the Scheme "Registrar of Companies" the Registrar of Companies in England and Wales "Ridge" Ridge Mining plc, a company incorporated in England and Wales with registration number 3549005 "Ridge Board" the board of directors of Ridge "Ridge Directors" the directors of Ridge from time to time "Ridge Shareholders" or "Shareholders" holders of Ridge Shares "Ridge Share Schemes" the Cluff (Ridge) Mining Limited Approved Share Option Scheme 1999, the Cluff (Ridge) Mining Limited Executive Share Option Scheme 1999 (incorporating the Unapproved Scheme), the TAW Share Option Scheme 2001, the Ridge Mining General Share Option Plan 2004, the Ridge Mining Employee Share Option Plan 2004 (Non-EMI), the Ridge Mining Employee Share Option Plan 2004 (EMI), the Ridge Executives' Deferred Bonus Plan 2007 and the Ridge Employee Incentive Plan "Ridge Shares" ordinary shares of Ridge with US$0.05 par value in issue "Second Court Hearing" the hearing of the Court to confirm the Reduction "Second Court Order" the order of the Court confirming the Reduction, to be granted at the Second Court Hearing
"Scheme" or "Scheme of Arrangement" the Scheme of Arrangement proposed to
be made subject to the signing of the Implementation Agreement and the satisfaction or waiver of the Pre-Conditions under Part 26 of the 2006 Act between Ridge and Ridge Shareholders, to be set out in full in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court "Scheme Document" the circular in respect of the Scheme to be despatched to Ridge Shareholders and others, setting out amongst other things, the full terms and conditions to implementation of the Scheme as well as the Scheme itself and the notice of meeting of each of the Court Meeting and the General Meeting "Scheme Record Date" means 6.00pm (GMT) on the Business Day immediately preceding the Effective Date "Scheme Shareholders" holders of Scheme Shares "Scheme Shares" all Ridge Shares which are (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and before the Voting Record Time; or (iii) (if any) issued on or after the Voting Record Time, on terms that the holder thereof shall be bound by the Scheme, or in respect of which the original or any subsequent holder thereof agrees in writing to be bound by the Scheme, but excluding any Ridge Shares held by Aquarius "Securities Act" the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder "Third Party Transaction" (i) any offer (construed in accordance with the Code and whether or not subject to Pre-Conditions), possible offer, proposal or indication of interest from, or on behalf of, any person other than Aquarius or any person acting in concert with Aquarius, with a view to such person, directly or indirectly, acquiring (in one transaction or a series of transactions) 30 per cent. or more of the issued share capital of Ridge or a material part of Ridge's business or assets; or (ii) the entering into, by any member of Ridge's group, of any transaction or series of transactions howsoever implemented that would be reasonably likely to preclude, impede, delay or prejudice the implementation of the Acquisition
"UK Listing Authority" or "UKLA" the Financial Services Authority in its
capacity as the competent authority for listing in the United Kingdom under Part VI of the Financial Services and Markets Act 2000 "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland "VAT" value added tax in the UK including any similar tax which may be imposed in place thereof in the UK from time to time "Voting Record Time" the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined, expected to be 6.00 p.m. (GMT) on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Court Meeting
"£","GBP", "sterling" and "pence" the lawful currency of the UK
"$", "US$", "USD" and "US dollars" United States dollars, the lawful
currency of the United States "VWAP" means volume weighted average price
"ZAR", "Rand" and "South African Rand" the lawful currency of South Africa
For the purposes of this announcement "holding company", "subsidiary" and "subsidiary undertaking" will have the respective meanings given to them in the 1985 Act or the 2006 Act, as applicable.
REGISTERED OFFICE
Aquarius Platinum Limited â— Clarendon House â— 2 Church Street â— Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
Includes exploration properties for Aquarius and the attributable ounces from Sheba's Ridge for Ridge (39% attributable to Ridge).
vendorRelated Shares:
AQP.L