6th May 2009 16:48
AQUARIUS PLATINUM LIMITEDASX, LSE & JSEAquarius Platinum Limited(Incorporated in Bermuda)
Registration Number: EC 26290
Share Code JSE: AQPB
ISIN Code: ZAE000134540
("Aquarius" or the "Company")
Wednesday 6 May 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN LISTING OF ZAR650 MILLION FLOATING RATE SENIOR SECURED CONVERTIBLE BONDS Further to the announcement issued by Aquarius on 5 May 2009 relating to theissue of ZAR650 million floating rate senior secured convertible bonds("Bonds") (the "Bond Issue"), Aquarius is pleased to announce that 65,000 Bondswith a denomination of ZAR10,000 per Bond will list under share code AQPB (ISINCode: ZAE000134540, Abbreviated name: AquariusCvt) on the Main Board of the JSELimited on 11 May 2009.ContactsAquarius Platinum Limited:Willi Boehm +61 (0)8 9367 5211 Nick 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]
REGISTERED OFFICE
Aquarius Platinum Limited â— Clarendon House â— 2 Church Street â— Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
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 RAND MERCHANT BANK (a division of FirstRand Bank Limited)("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.
vendorRelated Shares:
AQP.L