20th Jun 2008 10:24
AQUARIUS PLATINUM LIMITEDExempt Company Number EC26290ARBN 087 577 892NOTICE OF GENERAL MEETINGandEXPLANATORY MEMORANDUM
Date of Meeting: Wednesday, 16 July 2008
Time of Meeting: 9 a.m.
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. AQUARIUS PLATINUM LIMITEDExempt Company Number EC26290ARBN 087 577 893NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Shareholders of Aquarius Platinum Limited (Company) will be held at 2 Clarendon House, 2 Church Street, Hamilton, Bermuda at 9 a.m. on Wednesday, 16th July 2008.
The Explanatory Memorandum which accompanies and forms part of this Notice ofGeneral Meeting describes the various matters to be considered and contains aglossary of defined terms for terms that are not defined in full in this Noticeof General Meeting. AGENDA
1. Ratification of issue of 23,144,000 Shares
To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, theShareholders of the Company approve and ratify the issue of 23,144,000 Shares(the Placing Shares), on the terms and conditions as set out in the ExplanatoryMemorandum"The Company will disregard any votes cast on this resolution by any person whoparticipated in the issue, and any associate of that person. However, theCompany need not disregard a vote if it is cast by a person as proxy for aperson who is entitled to vote, in accordance with the directions on the proxyform, or it is cast by the person chairing the meeting as proxy for a personwho is entitled to vote, in accordance with a direction on the proxy form tovote as the proxy decides.
2. Ratification of issue of 2,680,854 Shares
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, theShareholders of the Company approve and ratify the issue of 2,680,854 Shares,(the Platinum Mile Shares) on the terms and conditions as set out in theExplanatory Memorandum"The Company will disregard any votes cast on this resolution by any person whoparticipated in the issue, and any associate of that person. However, theCompany need not disregard a vote if it is cast by a person as proxy for aperson who is entitled to vote, in accordance with the directions on the proxyform, or it is cast by the person chairing the meeting as proxy for a personwho is entitled to vote, in accordance with a direction on the proxy form tovote as the proxy decides. BY ORDER OF THE BOARD Willi BoehmCompany SecretaryDATED: 20 June 2008
AQUARIUS PLATINUM LIMITED PROXY FORM
Exempt Company Number EC26290ARBN 087 577 893
PROXY AND VOTING ENTITLEMENT INSTRUCTIONS
PROXY INSTRUCTIONSShareholders 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 General Meeting, or adjourned meeting as the case may be, at which theindividual named in the proxy form proposes to vote.Aquarius Platinum Corporate Services Pty Ltd Codan Services
Computershare Services PLC
PO Box 485 Clarendon House The Pavilions SOUTH PERTH WA 6951 2 Church Street Bridgwater Road AUSTRALIA Hamilton HM CX Bedminster Down BERMUDA Bristol BS99 7NH Facsimile ENGLAND Facsimile (618) 9367 5233 (441) 292 4720 Facsimile (870) 703 6101
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 General Meeting,shares will be taken to be held by the persons who are registered as holdingthe shares at 5p.m. Monday, 14 July 2008. Accordingly, transactions registeredafter that time will be disregarded in determining entitlements to attend andvote at the General Meeting. I/We of
being a shareholder/(s) of Aquarius Platinum Limited (Company) and entitled to¢â‚¬¦ ¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦..shares in the Company
hereby appoint of or failing him/herofor 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 a.m. Wednesday, 16 July 2008 and at any adjournment thereof in respect of ¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦. of
my/our shares or, failing any number being specified, ALL of my/our shares in the Company.
If more than one proxy is appointed, the proportion of voting rights this proxy is authorised to exercise is [¢â‚¬¦¢â‚¬¦.]%. (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. Ifyou wish to indicate how your proxy is to vote, please tick the appropriateplaces below. If no indication is given on a resolution, the proxy may abstainor vote at his or her discretion.
I/we direct my/our proxy to vote as indicated :
Resolution For Against Abstain 1. Ratification of issue of 23,244,000 Shares 2. Ratification of issue of 2,680,854 Shares
As witness my/our hand/s this¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦.day of ¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦..2008
If a natural person:
SIGNED by )in the presence of:
Name (Printed) Witness Name (Printed) If a company:EXECUTED by )
in accordance with its constitution
Director Director/Secretary
Name (Printed) Name (Printed) If by power of attorney:SIGNED for and on behalf ofSignature of Attorneyby
under a Power of Attorney dated¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦¢â‚¬¦and who )
declares that he/she has not received any revocation of such Power )
Signature of Witness
of Attorney in the presence of
AQUARIUS 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 a general meetingof the members of the Company to be held at Clarendon House, 2 Church Street,Hamilton, Bermuda at 9 a.m. on Wednesday, 16 July 2008.This Explanatory Memorandum should be read in conjunction with, and forms partof, the accompanying Notice of General Meeting. A glossary of terms is includedat the end of this Explanatory Memorandum.
Full details of the resolutions to be considered at the Meeting are set out below.
1. Resolution 1 - Ratification of issue of 23,144,000 Shares
1.1 Background
On 16 April 2008 Aquarius announced that it completed the accelerated bookbuildplacing announced on 15 April 2008 (the Placing). The Company issued a totalof 23,144,000 Shares (the Placing Shares), placed at a price of 800 pence perPlacing Share, raising gross proceeds of approximately US$366 million (GBP 185million). The purpose of the Placing was to partly fund the repurchase byAquarius of Impala Platinum Holdings Limited's stakes in both Aquarius and inAquarius' subsidiary, Aquarius Platinum (South Africa) (Pty) Ltd.
The Placing Shares represented approximately 9% of Aquarius' issued share capital prior to the Placing.
1.2 ASX Listing Rule 7.4
Resolution 1 seeks Shareholder approval and ratification of the issue of 23,144,000 Shares in the Company, for the purposes of ASX Listing Rule 7.4.
If
Shareholders approve the Resolution and ratify the issue of the Placing Shares,they will not be counted for the purposes of calculating the Company's 15%limit in the future. The Directors consider it prudent to retain the abilityto issue up to 15% of the number of Shares on issue.
1.3 Disclosure requirements
In accordance with the disclosure requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to enable them to consider and ratify the issue of the Placing Shares.
The number of Placing Shares allotted was 23,144,000.
The Placing Shares were allotted to professional and sophisticated investors, who were not related to the Company.
The Placing Shares were issued at 800 pence per Placing Share. The price of thePlacing Shares in Australian dollars and South African rand, the currencies inwhich the shares are quoted on ASX and the JSE respectively, was set atAU$16.95 per Placing Share and ZAR 126.08 per Placing Share.
The Placing Shares rank pari passu in all respects with the existing issued common shares of the Company, including the right to receive future dividends and other distributions declared, made or paid after the date of their issue.
The funds were raised for the purpose of partly funding the repurchase by Aquarius of Impala Platinum Holdings Limited's stakes in both Aquarius and Aquarius Platinum (South Africa) (Pty) Ltd.
2. Resolution 2 - Ratification of issue of 2,680,854 Shares
2.1 Background
On 7 February 2008 Aquarius announced that it had entered into a binding agreement for the acquisition of a 50% interest in Platinum Mile Resources (Pty) Ltd. The R420 million consideration payable to the shareholders of Platinum Mile for 50% of the issued share capital comprised R210 million in cash and 2,680,854 Aquarius Platinum Shares. The Platinum Mile Shares were issued on 6 June 2008.
2.2 ASX Listing Rule 7.4
Resolution 2 seeks Shareholder approval and ratification of the issue of 2,680,854 Shares in the Company, for the purposes of ASX Listing Rule 7.4.
2.3 Disclosure requirements
In accordance with the disclosure requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to enable them to consider the issue of the Platinum Mile Shares.
(a) The number of Platinum Mile Shares issued was 2,680,854.
(b) The Platinum Mile Shares were allotted to Mvelaphanda Holdings (Pty) Ltd, JohnBrownrigg Consulting (Pty) Ltd and Newinvest 275 (Pty) Ltd, none of whom arerelated to the Company.
(c) The Platinum Mile Shares were issued at a deemed issue price of ZAR78.33 per Platinum Mile Share, which was based on the January 2008 VWAP.
(d) The Platinum Mile Shares rank pari passu in all respects with the existing issued common shares of the Company, including the right to receive future dividends and other distributions declared, made or paid after the date of their issue.
(e) No funds were raised from the issue as the Platinum Mile Shares were issued as part consideration for the acquisition of a 50% interest in Platinum Mile.
3. Glossary of Terms
In the Notice of General Meeting and this Explanatory Memorandum the following words and expressions have the following meanings:
ASX means ASX 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.
Directors means the directors of the Company from time to time.
Explanatory Memorandum means this explanatory memorandum.
JSE means the Johannesburg Stock Exchange.
Meeting and General Meeting means the general meeting of Shareholders to be held at 2 Clarendon House, 2 Church Street, Hamilton, Bermuda at 9 a.m. on Wednesday, 16 July 2008 or any adjournment thereof.
Notice and Notice of General Meeting means the notice of general meeting which accompanies this Explanatory Memorandum.
Platinum Mile means Platinum Mile Resources Pty Ltd.
Platinum Mile Shares means the shares issued as part consideration for the acquisition by Aquarius Platinum (South Africa) Corporate Services Pty Ltd, a wholly owned subsidiary of the Company, of a 50% interest in the ordinary issued share capital of Platinum Mile.
Resolution means a resolution in the Notice of General Meeting.
Shareholder means a registered holder of Shares.
Share means a fully paid common share of US$0.05 in the capital of the Company.
ZAR means South African Rand, the official currency of South Africa.
vendorRelated Shares:
AQP.L