14th Apr 2009 09:15
AQUARIUS PLATINUM LIMITEDASX, LSE & JSEAquarius Platinum Limited(Incorporated in Bermuda)
Registration Number: EC 26290
Share code JSE: AQP
ISIN Code: BMG0440M1284
("Aquarius" or the "Company")
14 April 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN PRELIMINARY OFFERING CIRCULAR FOR UP TO ZAR650 MILLION FLOATING RATE SENIOR SECURED CONVERTIBLE BONDS
Offering circular
Pursuant to the announcement of a proposed convertible bond issue announced on 26 March 2009, Aquarius announces that the preliminary offering circular ("Offering Circular") setting out details of the proposed issue, private placement and listing of up to ZAR650 million floating rate senior secured convertible bonds ("Bonds") (the "Bond Issue"), of which ZAR500 million will be fully underwritten by Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"), has been approved by the JSE Limited ("JSE"). The Offering Circular is available, together with the requisite application forms and timetable for subscription, from RMB at the email address listed below. The Offering Circular will also be available on the Company's website on or about 15 April 2009.
Base share price
The base share price for the Bonds will be ZAR30.51. The number of shares which each Bond can be converted into is 26,226, being ZAR1m divided by the conversion price of ZAR38.13 (a 25% premium to the base share price).
General
The Bond Issue will be managed by 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. Note that due to JSE system requirements the minimum denomination of the Bonds, currently ZAR1m, may change to a smaller denomination. The minimum subscription amount will remain ZAR1m. 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.
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 - Clarendon House - 2 Church Street - Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
vendorRelated Shares:
AQP.L