18th Feb 2009 07:00
AQUARIUS PLATINUM LIMITED RIDGE MINING
Wednesday, 18 February 2009
ASX / LSE / JSE JOINT ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, CANADA OR JAPAN
Aquarius Platinum Limited Possible Offer for Ridge Mining plc
On 12 and 13 February 2009 Aquarius Platinum Limited ("Aquarius") and Ridge Mining plc ("Ridge") made announcements confirming that they have been in discussions regarding a possible all share offer by Aquarius for Ridge. Further to this, the Directors of Aquarius and Ridge today announce that they have signed a non-binding letter ("Letter of Intent"). Under the terms of the Letter of Intent and subject to a number of pre-conditions, including the satisfactory completion of due diligence, Aquarius is prepared 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(1). This ratio was based on the relative net asset values of the respective companies.
The Letter of Intent also states that the making of any offer for Ridge is pre-conditional upon a recommendation from the Ridge Board.
Commenting on the proposed transaction, Stuart Murray, CEO of Aquarius Platinum, said: "In only a decade Aquarius has grown from a fledgling developer to a mid-tier operator with interests in six operating assets. As Ridge's flagship "Blue Ridge Mine" enters production, we believe that now is the right time to seek a strategic partnership.
Ridge will further diversify our portfolio, increase our resource base, add new production ounces and longevity to our production profile, and add significant optionality with the Sheba's Ridge exploration property.
It makes sense to combine our ten years' experience of operating shallow, mechanised underground mines, with the achievement of Ridge management in constructing the Blue Ridge Mine, to provide a stronger future for all under Aquarius."
Terence Wilkinson, CEO of Ridge Mining, 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. Ridge's strong technical management team will be a major asset to the combined group."
(1) Exchange ratio based on the current number of shares outstanding in Ridge of 92,065,533 and in Aquarius of 327,095,634 shares in issue.
A Strategic Fit
Both parties believe that the companies combined are an excellent strategic fit, encompassing:
* Combined expertise in shallow low-cost mechanised mining; * Improved production diversification of the combined entity; * Enhanced Aquarius operating cost structure and mine life profile; * Reduced overhead costs within administrative and technical functions; and * Strengthened position amongst peers operating on the Bushveld, where 80% of the world's platinum reserves are located.
As Ridge has commenced plant commissioning and will generate revenue from as early as April 2009, it will immediately enhance the Aquarius production profile, adding value for the enlarged shareholder base.
Enhanced Production, Reserve and Resource Portfolio and Longevity
It is anticipated that Ridge's Blue Ridge Mine will produce approximately 75,000 PGM (four element: platinum, palladium, rhodium and gold) ounces (50% attributable to Ridge) in the 2009 calendar year, ramping up to steady-state production of approximately 125,000 PGM ounces by 2011 (50% 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% from 8.7 million PGM ounces to 14.0 million PGM ounces, and the measured, indicated and inferred resources by 12.5% from 106.6 million ounces to 119.9 million ounces respectively(2). The enlarged resource base could provide an option for further exploration and possibly organic growth, notably from Ridge's Sheba's Ridge exploration project.
Financing
Pursuant to repayment of the existing Aquarius bridge loan as well as the envisaged re-start of the Everest mine, Aquarius is exploring a range of equity and debt financing alternatives as previously advised in the company's Interim Results on 5 February 2009.
Other
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the UK Takeover Code and shareholders are advised that there can be no certainty that any offer to acquire Ridge shares will ultimately be made, even if the pre-conditions are satisfied or waived. For clarity, Aquarius reserves the right to waive these pre-conditions at any time. In addition, Aquarius reserves the right not to make an offer for Ridge and, pursuant to Rule 2.4(c) of the UK Takeover Code, Aquarius also reserves the right to vary the form and/or mix of consideration offered, and, with the recommendation of the board of Ridge, to make an offer at a different share exchange ratio.
(2) Includes exploration properties for Aquarius and the attributable ounces from Sheba's Ridge for Ridge (39% attributable to Ridge). 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.
Further announcements will be made in due course.
For further information please visit www.aquariusplatinum.com, www.ridgemining.com or contact:
Aquarius Platinum Ridge Mining 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 & Nomad 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 & Co Limited
Peter Warner, Spiro Youakim or Chris Seherr-Thoss Tel:+44 (0)20 7187 2000 Merrill Lynch International Mark Echlin or Andrew Osborne
Tel:+44 (0)20 7628 1000 Euroz Securities Limited Doug Young Tel:+ 61 (0)8 9488 1400 - End -Notes for Editors:
About Aquarius Platinum Limited
Aquarius Platinum is a focused platinum group metals (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 a secondary listing on the London Stock Exchange and the Johannesburg Stock Exchange, in addition to a Level 1 American Depository Receipt programme in the United States.
For more information, visit www.aquariusplatinum.com
About Ridge Mining plc
Ridge Mining plc is an AIM and PLUS traded company, registered in England, focusing on developing its prospective platinum group metal (PGM) projects on the Bushveld Complex of South Africa. The company's two most advanced PGM projects are the 50% owned Blue Ridge Mine on the eastern limb of the Bushveld where development commenced in January 2007 and first production is scheduled for March 2009, and the nearby Sheba's Ridge Project, a joint venture with Anglo Platinum and the Industrial Development Corporation of South Africa where a full feasibility study was completed at the end of 2007.
For more information, visit www.ridgemining.com
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.
Lazard & Co., Limited 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 & Co., Limited or providing advice in relation to the matters referred to in this announcement. Lazard & Co., Limited assumes no responsibility for the accuracy or completeness of the contents of this announcement and, accordingly disclaims, to the fullest extent permitted by applicable law, any liability in respect of the contents of this announcement.
RBC Capital Markets, a trading name of Royal Bank of Canada Europe Limited, 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. RBC Capital Markets assumes no responsibility for the accuracy or completeness of the contents of this announcement and, accordingly disclaims, to the fullest extent permitted by applicable law, any liability in respect of the contents of this announcement.
Merrill Lynch International is acting exclusively for Aquarius and no one else in connection with any financing alternatives. They will not regard any other person (whether or not a recipient of this release) as their respective clients in relation thereto and will not be responsible to anyone other than Aquarius for providing the protections afforded to their respective clients nor for giving advice in relation to any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by Merrill Lynch International as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Merrill Lynch International assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaims, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this release or any such statement.
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% 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 (London time) 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 (London time) 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.
Cautionary Statement Regarding 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.
vendorRelated Shares:
AQP.L