27th Mar 2009 07:00
AQUARIUS PLATINUM LIMITED
ASX, LSE & JSE
ASX / LSE / JSE JOINT ANNOUNCEMENT
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
27 March 2009
Aquarius Platinum Limited Possible Recommended All-Share Offer for Ridge Mining plc
On 26 March 2009 Aquarius Platinum Limited ("Aquarius") and Ridge Mining plc ("Ridge") announced that they expected to sign an implementation agreement (the "Implementation Agreement") in connection with the possible acquisition of Ridge by Aquarius (the "Acquisition") prior to 7.00am GMT on 27 March 2009.
Aquarius and Ridge can now confirm that the Implementation Agreement has been signed in the form anticipated by yesterday morning's announcement.
Under the terms of the Implementation Agreement, and subject only to the satisfaction or waiver of the pre-conditions as set out in yesterday morning's announcement, Aquarius has agreed to make an all share offer for the entire issued and to be issued share capital of Ridge.
Based on the theoretical ex-rights and placing price of the Aquarius shares following the equity capital raising and convertible issuance announced by Aquarius yesterday morning, the parties have agreed that there will be no adjustment to the exchange ratio, and therefore Aquarius and Ridge are pleased to confirm that the final exchange ratio is agreed at 1 Aquarius share for every 2.75 Ridge shares.
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 Aquarius and Ridge have agreed 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.
Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the announcement dated 26 March 2009.
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.
REGISTERED OFFICE
Aquarius Platinum Limited â— Clarendon House â— 2 Church Street â— Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
vendorRelated Shares:
AQP.L