31st Mar 2009 07:00
AQUARIUS PLATINUM LIMITED
ASX, LSE & JSE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR RIGHTS REFERRED TO IN THIS ANNOUNCEMENT PURSUANT TO THE RIGHTS ISSUE EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY AQUARIUS PLATINUM LIMITED IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE DURING NORMAL BUSINESS HOURS.
31 March 2009 Aquarius Platinum Limited Publication of Prospectus
Further to the announcements on 26 March 2009 of the Placing and fully underwritten Proposed Rights Issue, Aquarius Platinum Limited ("Aquarius" or the "Company") announces that two copies of the related Prospectus have been submitted to the UK Listing Authority (the "UKLA") and will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at:
Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS
Tel. no. + 44 (0) 20 7066 1000
A full version of the Prospectus will be made available on Aquarius' website www.aquariusplatinum.com in due course.
Terms used in this announcement shall have the same meaning as the defined terms used in the announcement on 26 March 2009 announcing the Placing and the Proposed Rights Issue, unless otherwise defined.
ContactsAquarius Platinum Limited Stuart Murray, CEO +27 11 455 2050 Willi Boehm, Company Secretary +61 8 9367 5211 Nicholas Bias, IR +41 79 888 1642 Merrill Lynch International Andrew Osborne +44 20 7628 1000 Rupert Hume-Kendall +44 20 7628 1000 Euroz Securities Limited Doug Young +61 8 9488 1400 REGISTERED OFFICE
Aquarius Platinum Limited â— Clarendon House â— 2 Church Street â— Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Aquarius' control and all of which are based on Aquarius' current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimate", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, Aquarius or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of Aquarius. These forward-looking statements and other statements contained in this document and any information incorporated by reference into this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Aquarius Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Please refer to the section entitled "Risk Factors" set out in the Prospectus for further information in this regard.
The forward-looking statements contained in this announcement speak only as of the date of this announcement and neither Aquarius nor Merrill Lynch nor Euroz undertakes any duty to, and will not necessarily, release publicly and updates or revisions to any forward-looking statements contained here to reflect any change in Aquarius' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except to the extent required by applicable law, the Australian Corporations Act, the ASX Listing Rules, the Prospectus Rules, the UK Listing Rules and the Disclosure and Transparency Rules, JSE Listing Requirements and the South African Companies Act.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This announcement has been issued by and is the sole responsibility of Aquarius.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch, Euroz or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Both Merrill Lynch and Euroz are acting exclusively for Aquarius and for no-one else in connection with the Placing and Proposed Rights Issue, and will not regard any other person as a client in relation to the Placing or the Proposed Rights issue and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of either Merrill Lynch or Euroz nor for providing advice in relation to the Placing or Proposed Rights Issue or any other matter referred to in this announcement.
The distribution of this announcement and the offering of the Placing Shares, the Nil Paid Rights, the DI Nil Paid Rights and the Rights Issue Shares (collectively, the "Securities") in certain jurisdictions may be restricted by law. No action has been taken by Aquarius or Merrill Lynch or Euroz that would permit an offering of the Securities or possession or distribution of this announcement or any other offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Aquarius, Merrill Lynch and Euroz to inform themselves about, and to observe such restrictions.
The price of the Securities and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Securities.
This announcement is not a prospectus for the purposes of the Australian Corporations Act and may not contain all of the information that an Australian investor may find in a prospectus prepared in accordance with the Australian Corporations Act which may be required in order to make an informed investment decision regarding, or about the rights attaching to the Placing Shares. As no prospectus will be lodged with the Australian Securities & Investments Commission ("ASIC") or otherwise prepared in accordance with the Australian Corporations Act in respect of the Placing, the Placing Shares will only be offered or issued to persons in Australia to whom an offer of shares for issue may be made without a prospectus under Part 6D.2 of the Australian Corporations Act or to persons outside Australia in accordance with the laws of any other applicable jurisdiction. If you are located in Australia, you confirm and warrant that you are a person to whom an offer of securities may be made under section 708(8) or 708(11) of the Australian Corporations Act such that any offer or invitation to you does not require a prospectus or other form of disclosure document under the Australian Corporations Act and you agree that you will not offer to sell the Placing Shares to any person that is not a sophisticated or professional investor under section 708(8) or 708(11) of the Australian Corporations Act until the day after a notice is lodged by the Company with ASX that complies with subsections 708A(5)(e) and (6) of the Australian Corporations Act.
This announcement is not a prospectus for the purposes of the New Zealand Securities Act 1978 (NZ) and may not contain all of the information that a New Zealand investor may find in a prospectus prepared in accordance with the New Zealand Securities Act 1978 (NZ) which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the Securities. As no prospectus will be lodged with the New Zealand Companies Office or otherwise prepared in accordance with New Zealand law in respect of the Placing or Rights Issue, the Securities will only be offered or issued to persons in New Zealand to whom an offer of shares for issue may be made without a prospectus under the New Zealand Securities Act 1978 (NZ) or to persons outside New Zealand in accordance with the laws of any other applicable jurisdiction. If you are located in New Zealand, you confirm and warrant that you are a person to whom an offer of securities may be made under section 3(2) (ii) of the New Zealand Securities Act 1978 (NZ) such that any offer or invitation to you does not require a prospectus or other form of disclosure document under the New Zealand Securities Act 1978 (NZ) and you acknowledge that any Securities allotted to you are not being allotted with a view to them being offered for sale to the public in New Zealand and further warrant that if in the future you elect to directly or indirectly sell or offer any of the Securities allotted to you, you undertake not to do so in a manner which will, or is likely to, result in a contravention of the New Zealand Securities Act 1978 (NZ) or may result in the Company or the Bookrunner or Co-Lead Manger incurring liability.
This announcement is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for Securities in the capital of Aquarius in the United States, Canada or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Shares referred to in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to exceptions, the Securities referred to in this announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of Aquarius will be made in the United States.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by Investments Commission or the Japanese Ministry of Finance; and the Securities have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada or Japan. Accordingly, the Securities may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada or Japan.
This announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set forth herein and has no responsibility for this announcement.
This announcement does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations or a listing prospectus according to Article 32 of the Listing Rules of the SWX Swiss Exchange. The Securities will not be listed on the SWX Swiss Exchange and, therefore, this announcement does not comply with the disclosure standards of the Listing Rules of the SWX Swiss Exchange. The Placing Shares may not be offered to the public in or from Switzerland, except to a selected and limited group of investors, who do not subscribe the Placing Shares with a view to distribution to the public.
Neither the content of Aquarius' website nor any website accessible by hyperlinks on Aquarius' website is incorporated in, or forms part of, this announcement.
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