26th Oct 2007 07:00
Aquarius Platinum LimitedEXEMPT COMPANY NO. EC26290ARBN 087 577 893
Notice of Annual General Meeting
and
Explanatory Memorandum
Date of Meeting: Friday, 23 November 2007 Time of Meeting: 9:00 am Place of Meeting: Clarendon House 2 Church Street Hamilton BERMUDA
This Notice of General Meeting and Explanatory Memorandum should be read in
their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional
adviser prior to voting.
Your 2007 Annual Report is now available at www.aquariusplatinum.com
AQUARIUS PLATINUM LIMITEDExempt Company NO. EC26290ARBN 087 577 893
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of Aquarius Platinum Limited ("Company") will be held at 9:00 am on Friday, 23 November 2007 at Clarendon House, 2 Church Street, Hamilton, Bermuda.
The Explanatory Memorandum which accompanies and forms part of this Notice ofAnnual General Meeting describes the various matters to be considered andcontains a glossary of defined terms for terms that are not defined in full inthis Notice of Annual General Meeting.
Agenda
1. Appointment of Chairman of the Meeting
2. Confirmation of the Notice and Quorum
3. Accounts for the Period Ended 30 June 2007
To receive the financial statements, directors' report and auditor's report for the Company and its controlled entities for the period ended 30 June 2007.
4. Resolution 1 - Re-election of Mr Nicholas Sibley
To consider and, if thought fit, to pass, the following resolution:
"That Mr Nicholas Sibley, who retires by rotation in accordance with the Company's Bye-Laws and being eligible, offers himself for re-election, be re-elected as a Director."
5. Resolution 2 - Re-election of Mr Kofi Morna
To consider and, if thought fit, to pass, the following resolution:
"That Mr Kofi Morna, who was appointed a director of the Company to fill acasual vacancy on 6 February 2007, retires in accordance with the ASX ListingRules and being eligible, offers himself for re-election, be re-elected as aDirector."6. Resolution 3 - Share Split
To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, for the purposes of section 45 of the Companies Act, bye-law 52.3 of theCompany's Bye-Laws and all other purposes, the shareholders of the Companyhereby approve the subdivision of the issued capital of the Company on thebasis that every one (1) fully paid common share be subdivided into three (3)fully paid common shares and that options on issue be adjusted in accordancewith the Listing Rules, and otherwise on the terms and conditions set out inthe attached Explanatory Memorandum accompanying this Notice of Meeting."
7. Resolution 4 - Re-appointment of Auditor
To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, Messrs Ernst & Young of Perth, Western Australia, be and are hereby appointed as Auditors of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors."
By Order of the BoardWilli BoehmCompany SecretaryDATED: 26 October 2007
AQUARIUS PLATINUM LIMITED PROXY FORM
Exempt Company Number EC26290
ARBN 087 577 893
PROXY AND VOTING ENTITLEMENT INSTRUCTIONS
PROXY INSTRUCTIONS
Shareholders are entitled to appoint up to two persons (including a bodycorporate) to act as proxies to attend and vote on their behalf. Where morethan one proxy is appointed each proxy may be appointed to represent a specificproportion of the shareholder's voting rights. If the appointment does notspecify the proportion or number of votes each proxy may exercise, each proxymay exercise half of the votes. If a body corporate is appointed as proxy, thebody corporate may appoint an individual as a representative to exercise itspowers at the meeting.The proxy form (and the power of attorney or other authority, if any, underwhich the proxy form is signed) or a copy or facsimile which appears on itsface to be an authentic copy of the proxy form (and the power of attorney orother authority) must be deposited at or sent by facsimile transmission to oneof the following locations, not less than 48 hours before the time for holdingthe Meeting, or adjourned meeting as the case may be, at which the individualnamed in the proxy form proposes to vote. Codan Services Computershare InvestorAquarius Platinum Corporate Services PLC Services Pty Ltd The Pavilions Clarendon House Bridgwater Road PO Box 485 Bristol BS99 6ZY 2 Church Street SOUTH PERTH WA 6951 ENGLAND Hamilton HM CX AUSTRALIA Facsimile (870) 703 BERMUDA 6076 Facsimile (618) 9367 5233 Facsimile (441) 292 4720
The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation in a manner permitted by the Company's bye-laws and the Companies Act.
The proxy may, but need not, be a shareholder of the Company.
In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.
A proxy form is attached to this Notice.
VOTING ENTITLEMENT
For the purposes of determining voting entitlements at the Meeting, shares willbe taken to be held by the persons who are registered as holding the shares at5.00pm Wednesday, 21 November 2007. Accordingly, transactions registered afterthat time will be disregarded in determining entitlements to attend and vote atthe Meeting.
I/We_________________________________________________________________________________
Of____________________________________________________________________________________
being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitled to ____________________ shares in the Company
hereby appoint ____________________________________________________________________
of___________________________________________________________________________________
or failing him/her___________________________________________________________________
of___________________________________________________________________________________
or failing him/her the Chairman as my/our proxy to vote for me/us and on my/ourbehalf at the special general meeting of the Company to be held at ClarendonHouse,2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 23 November 2007 andat any adjournment thereof in respect of ___________________________ ofmy/our shares or, failing any number being specified, ALL of my/our shares inthe Company.
If more than one proxy is appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)
In relation to undirected proxies, the Chairman intends to vote in favour of each resolution.
If you do not wish to direct your proxy how to vote, please place a mark in the box.
By marking this box, you acknowledge that the Chairman may exercise your proxyeven if he has an interest in the outcome of a resolution and votes cast by himother than as proxy holder will be disregarded because of that interest. If youwish to indicate how your proxy is to vote, please tick the appropriate placesbelow. If no indication is given on a resolution, the proxy may abstain or voteat his or her discretion.
I/we direct my/our proxy to vote as indicated :
Resolution For Against Abstain 1. Re-election of Mr Nicholas Sibley 2. Re-election of Mr Kofi Morna 3. Share Split 4. Re-appointment of Auditor As witness my/our hands this day of 2007If a natural person:Signed by Name (Printed)in the presence of:WitnessName (Printed)If a company:EXECUTED byin accordance with its constitutionDirectorName (Printed)Director/SecretaryName (Printed)If by power of attorney:SIGNED for and on behalf ofbyunder a Power of Attorney dated and whodeclares that he/she has not received anyrevocation of such Power of Attorney in thepresence of:Signature of AttorneySignature of WitnessAQUARIUS PLATINUM LIMITEDExempt Company NO. EC26290ARBN 087 577 893Explanatory MemorandumThis Explanatory Memorandum has been prepared for the information of members inAquarius in connection with the business to be conducted at the Annual GeneralMeeting of the members of the Company to be held at Clarendon House, 2 ChurchStreet, Hamilton, Bermuda at9:00 am on Friday, 23 November 2007.This Explanatory Memorandum should be read in conjunction with, and forms partof, the accompanying Notice of Annual General Meeting. A glossary of terms isincluded at the end of this Explanatory Memorandum.
Full details of the resolutions to be considered at the Meeting are set out below.
1. Resolution 1 - Re-Election of Mr Nicholas Sibley as a Director
It is a requirement under the Company's Bye-laws that Mr Nicholas Sibley retire by rotation. Mr Sibley has offered himself for re-election as a Director.
The remaining Directors recommend to shareholders that Mr Sibley be re-elected.
2. Resolution 2 - Re-Election of Mr Kofi Morna as a Director
It is a requirement under the ASX Listing Rules that Mr Kofi Morna, who was appointed a director of the Company to fill a casual vacancy, retire at the Annual General Meeting. Mr Morna has offered himself for re-election as a Director.
Mr Morna is an Executive Director of Savannah Resources, the lead investment inthe Savannah Consortium, Aquarius' BEE partner. Prior to joining SavannahResources, Mr Morna worked with the International Finance Corporation as anInvestment Officer. Mr Morna holds an MBA from the London Business School and aBSc from Princeton University in the United States. He is also a director of LACrushers and Mkhombi Services.
The remaining Directors recommend to shareholders that Mr Morna be re-elected.
3. Resolution 3 - Share Split 3.1. Background Section 45 of the Companies Act enables a company to convert all or any of itsshares into a larger number of shares by a resolution passed at a generalmeeting ("Share Split"). The ASX Listing Rules also require that the number ofoptions on issue be sub-divided in the same ratio as the ordinary capital andthe exercise price be amended in inverse proportion to that ratio (that is, ona 3:1 share split, the current exercise price will be divided by three).
3.2. Effect of Share Split
If Resolution 3 is approved, each Share currently on issue will be sub-dividedinto three Shares and each Option currently on issue with be sub-divided intothree Options. In addition, the exercise price of each Option will be decreasedby a factor of three.
Below is a table setting out the exercise price of existing Options and the exercise price of those Options after the Share Split takes effect.
Options Current Exercise Price Exercise Price after Share Split Expiring 11/06/11 ‚£2.54 ‚£0.85 Expiring 11/10/11 ‚£2.54 ‚£0.85 Expiring 02/11/11 ‚£2.92 ‚£0.97 Expiring 26/05/13 ‚£7.01 ‚£2.34 Expiring 21/11/13 ‚£3.32 ‚£1.11 If Resolution 3 is passed, the number of Shares and Options will increase asset out below. Pre Share Split Post Share Split Shares 85,511,422 256,534,266 Options expiring 11/06/11 488,480 1,465,440 Options expiring 11/10/11 139,910 419,730 Options expiring 02/11/11 217,927 653,781 Options expiring 26/05/13 80,036 240,108 Options expiring 21/11/13 93,334 280,002
The Directors consider that the Share Split will benefit Shareholders by increasing the liquidity of the Company's Shares.
It is expected that, after the Share Split becomes effective, the price for each Share in the Company will decrease by two thirds of its current price following the commencement of trading on a deferred settlement basis of the Shares on ASX. However, the extent of this reduction in price will depend on the market.
3.3. Holding statements and taxation
As from the effective date of the Share Split, all holding statements for Shares and all holding statements or certificates for Options will cease to have any effect, except as evidence of entitlement to a certain number of post Share Split securities.
After the Share Split becomes effective, the Company will dispatch a notice toShareholders and holders of Options advising them of the number of Shares andOption held by each Shareholder and holder of Options (as the case may be) bothbefore and after the Share Split. The Company will also arrange for new holdingstatements to be issued to Shareholders and holders of Options.It is not considered that there will be any taxation consequences forShareholders arising from the Share Split. However, Shareholders are advised toseek their own tax advice on the effect of the Share Split and none of theCompany, the Directors or the Company's advisers accepts any responsibility forany individual Shareholder's taxation consequences of the Share Split.
3.4. Timetable
The Share Split will take effect on the date Resolution 3 is passed in accordance with the following proposed timetable:
Annual General Meeting and passing of Resolution 23 November 2007 3
Trading in the reorganised securities on a 28 November 2007 deferred settlement basis
ASX Code: AQPDA
Last day for Company to register transfers on a 4 December 2007 pre Share Split basis
Record date
First day for Company to send notice to each 5 December 2007 Shareholder and option holder
In the case of uncertificated holdings, first day for Company to register securities on a post Share Split basis and first day for issue of holdings statements In the case of certificated holdings, first day of issue of new certificates. From this date, the Company rejects transfers accompanied by a certificate that was issued before the Share Split.
Despatch Date. Deferred settlement market ends. 11 December 2007
Last day for securities to be entered into the holders' security holdings. If securities are certificated, last day for the Company to issue them and send the certificates to the holders. Last day for Company to send notice to each Shareholder and option holder ASX Code: AQP 3.5. Recommendation
For the reasons given in Sections 3.1 and 3.2 above, all the Directors recommend that Shareholders vote in favour of Resolution 3.
4. Resolution 4 - Re-Appointment of Auditor
Section 89(2) of the Companies Act 1981 provides that members of a company ateach annual general meeting shall appoint one or more auditors to hold officeuntil the close of the next annual general meeting. In addition, Section 89(6)provides that the remuneration of an auditor appointed by the members shall befixed by the members or by the Directors, if they are authorised to do so bythe members.
Ernst & Young are the Company's auditors. Pursuant to resolution 4, Ernst & Young will be re-appointed the Company's auditors until the close of the next annual general meeting at a fee to be agreed by the Directors.
5. Glossary of Terms
In the Notice of Annual General Meeting and this Explanatory Memorandum the following words and expressions have the following meanings:
"ASX" means ASE Limited.
"ASX Listing Rules" means the official listing rules of ASX.
"Board" means the board of Directors.
"Companies Act" means the Companies Act 1981 of Bermuda as amended from time to time.
"Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893.
"Directors" means the directors of the Company from time to time.
"Explanatory Memorandum" means this explanatory memorandum.
"Meeting" and "Annual General Meeting" means the annual general meeting of shareholders in the Company or any adjournment thereof, convened by the Notice.
"Notice" and "Notice of Annual General Meeting" means the notice of annual general meeting which accompanies this Explanatory Memorandum.
"Option" means an option to acquire a Share.
"Resolution" means a resolution in the Notice of Meeting.
"Shareholder" means a registered holder of Shares.
"Share" means a fully paid common share in the capital of the Company.
AQUARIUS PLATINUM LIMITEDRelated Shares:
AQP.L