28th Apr 2009 10:38
AQUARIUS PLATINUM LIMITEDASX, LSE & JSEAquarius Platinum Limited(Incorporated in Bermuda)Registration Number: EC 26290Share code JSE: AQPISIN Code: BMG0440M1284("Aquarius" or the "Company")Tuesday 28 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN
BOND DENOMINATION FOR FLOATING RATE SENIOR SECURED CONVERTIBLE BONDS
Bond denomination
Further to the announcement of 14 April 2009 regarding the availability of the preliminary offering circular ("Offering Circular") setting out details of the proposed issue, private placement and listing for up to ZAR650 million floating rate senior secured convertible bonds ("Bonds") (the "Bond Issue"), Aquarius announces that due to JSE system requirements the minimum denomination per Bond, originally ZAR1 million, will change to a smaller denomination of ZAR10,000 per Bond. As such, the number of shares into which an individual Bond can currently be converted into is 262, being ZAR10,000 divided by the initial conversion price of ZAR38.13 (the "Conversion Price") (a 25% premium to the base share price of ZAR30.51) and rounded down to the nearest one share. Where more than one Bond is converted by an investor, the number of shares into which the Bonds can be converted will be determined by dividing the aggregate principal amount of the Bonds being converted by that investor by the Conversion Price and rounding down to the nearest one share. The minimum subscription amount, and increments thereafter, will remain ZAR1 million. All other terms and conditions as set out in the Offering Circular are unchanged.
General
The Bond Issue will be managed by Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"). Participation in the Bond Issue will only be available to persons who may lawfully be, and are, invited to participate by RMB. Eligible Aquarius shareholders will be given the opportunity to subscribe for Bonds on the same terms as RMB and will be treated preferentially in the allocation process. To be eligible the shareholder must qualify to participate in the Bond Issue in accordance with the selling restrictions in the Offering Circular or otherwise be entitled to participate in accordance with the laws of their jurisdiction as an exempt offeree without the requirement for a formal disclosure document being registered or issued in their jurisdiction. Allocation of the Bonds is expected to take place on or around 5 May 2009 and listing of the Bonds is expected to take place on or around 11 May 2009, subject to customary closing conditions.
RMB is acting as the sole manager and underwriter for the Bond Issue.
ContactsAquarius Platinum Limited:Stuart Murray, CEOWilli Boehm +61 (0)8 9367 5211 Nicholas Bias +41 (0)79 888 1642 Rand Merchant Bank: Barry Martin +27 (0)11 282 8118 Justin Bothner +27 (0)11 282 4150
Email: [email protected]
This announcement is not an invitation to the public to subscribe for, or purchase, the Bonds in any jurisdiction. The offering and placing of the Bonds is subject to offering restrictions and is not intended to constitute an offer to the public or a public offer for subscription for or purchase of the Bonds in any jurisdiction including South Africa, the United States of America, the United Kingdom, the European Economic Area, the Commonwealth of Australia and Japan, nor are the Bonds offered in or into any jurisdiction where it is illegal for the Bonds to be offered, made or accepted. Persons into whose possession the Offering Circular or any Bonds come must inform themselves about, and observe, any such restrictions. In particular the Bonds and the Common Shares into which the Bonds may be converted have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Bonds will be offered and sold only in offshore transactions outside the United States in accordance with Regulation S and, subject to certain exceptions, may not be offered, sold or delivered within the United States or to, or for the account or benefit of, US Persons.
In the United Kingdom this announcement is directed exclusively at persons falling within Article 19 ("Investment professionals") or Article 49 ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Directive 2003/71/EC (the "Prospectus Directive") ("qualified investors"). Any person in the EEA who acquires the Bonds in any offer (an "investor") or to whom any offer of Bonds is made will be deemed to have represented and agreed that it is a qualified investor. Any investor will also be deemed to have represented and agreed that any Bonds acquired by it in the offer have not been acquired on behalf of persons in the EEA other than qualified investors or persons in the UK and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the Bonds been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by Aquarius, Aquarius Platinum (South Africa) (Proprietary) Limited ("AQPSA") or RMB of a prospectus pursuant to Article 3 of the Prospectus Directive. Aquarius, AQPSA or RMB and any of their respective affiliates, and others will rely upon the truth and accuracy of the foregoing representations and agreements.
This announcement is not intended to be nor does it constitute an offer for sale or subscription to the public as contemplated under Chapter VI of the South African Companies Act No. 61 of 1973. South African residents are permitted to acquire the Bonds in terms of, and in accordance with, the provisions of Section H of the South African Exchange Control Rulings as administered by the South African Reserve Bank.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful.
Lazard & Co., Limited ("Lazard") is acting as financial adviser to Aquarius in connection with the Bond Issue and no-one else and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of Lazard or for providing advice in relation to the Bond Issue.
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