26th Mar 2009 15:47
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 SHARES 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.
26 March 2009
Aquarius Platinum Limited announces result of Placing and terms of Rights Issue
Further to the announcement earlier today, Aquarius Platinum Limited ("Aquarius " or the "Company") is pleased to announce the successful completion of the placing announced earlier today (the "Placing"), subject, amongst other things, to admission to secondary listing of the Placing Shares on the Official List of the UKLA (expected to occur on 31 March 2009).
A total of 46,330,000 new common shares of 5 US cents each in the Company (the "Placing Shares") have been placed by Merrill Lynch International and Euroz Securities Limited at a price of 180 pence, or AUD3.75 per Placing Share (the " Placing Price"), raising gross proceeds of approximately £83.4 million. The Placing Shares being issued represent approximately 14.2 per cent. of Aquarius' issued ordinary share capital prior to the Placing.
Such new shares will rank pari passu with the existing common shares of 5 US cents each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares and will also be entitled to participate in the Rights Issue (referred to below).
Application will be made to ASX for quotation of the Placing Shares on ASX. It is expected that dealings on ASX in the Placing Shares will commence at 10.00 a.m. (AWST) on 2 April 2009.
Application will be made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted to a secondary listing on the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that admission of the Placing Shares will become effective and that dealings on the London Stock Exchange in the Placing Shares will commence at 8.00 a.m. (London time) on 31 March 2009.
Rights Issue
Further to the announcement earlier today, Aquarius is pleased to announce a fully underwritten 1 for 9 Rights Issue to raise gross proceeds of approximately £47.7 million, through the issue of 41,491,737 new common shares (the "Rights Issue Shares"), representing 10.0 per cent. of the enlarged issued ordinary share capital of Aquarius, at a price of 115 pence per new common share (the "Rights Issue").
The Rights Issue Shares will, when issued and fully paid, rank pari passu with the existing common shares of 5 US cents each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Rights Issue Shares.
Under the Rights Issue, the Company proposes to offer Rights Issue Shares at AUD2.39 per Existing Share to all Qualifying Australian Shareholders (other than, subject to certain exceptions, Restricted Shareholders), 115 pence per Existing Share to all Qualifying UK Shareholders (other than, subject to certain exceptions, Restricted Shareholders) and ZAR15.83 per Existing Share to all Qualifying South African Shareholders (other than, subject to certain exceptions, Restricted Shareholders), (the "Issue Price") on the basis of 1 Rights Issue Share for every 9 existing shares that each Qualifying Shareholder holds at the close of business on the Applicable Record Date.
The Issue Price for Qualifying Australian Shareholders of AUD2.39 per Rights Issue Share represents a 36.1 per cent. discount to the Placing Price of AUD3.75 per share on 26 March 2009 and a 33.7 per cent. discount to the theoretical ex-rights price based on the Placing Price.
The Issue Price for Qualifying UK Shareholders of 115 pence per Rights Issue Share represents a 36.1 per cent. discount to the Placing Price of 180 pence per share on 26 March 2009 and a 33.7 per cent. discount to the theoretical ex-rights price based on the Placing Price.
The Issue Price for Qualifying South African Shareholders of ZAR15.83 per Rights Issue Share represents a 36.1 per cent. discount to the equivalent Placing Price of ZAR24.77 per share on 26 March 2009 and a 33.7 per cent. discount to the theoretical ex-rights price based on the Placing Price.
The Rights Issue is fully underwritten by Merrill Lynch International, Global Coordinator and Bookrunner and Euroz Securities Limited, Co-Lead Manager and is subject to the satisfaction or waiver of certain customary conditions, including the admission of the Rights Issue Shares (nil paid) to secondary listing on the Official List of the UKLA and to trading on the main market for listed securities of the London Stock Exchange ("UK Admission").
A prospectus, prepared in accordance with the Prospectus Rules of the UK Listing Authority, concerning the Rights Issue will be sent to shareholders. Further details of the Rights Issue are set out in the Prospectus, which will also be made available on Aquarius' website www.aquariusplatinum.com in due course.
Further Information on the Rights Issue
Application will be made to ASX for quotation of the Rights Issue Shares. It is expected that trading in the rights on ASX will commence at 10.00 a.m. (AWST) on 3 April 2009.
Application will be made to the UK Listing Authority and to the London Stock Exchange for UK Admission of the Rights Issue Shares. It is expected that UK Admission will become effective and that dealings on the London Stock Exchange in the Rights Issue Shares (nil paid) will commence at 8.00 a.m. (London time) on 3 April 2009.
Application will be made to the JSE for the Rights Issue Shares to be admitted to listing and trading on the Main Board of the JSE. It is expected that trading in rights will commence at 9.00 a.m. (CAT) on 3 April 2009.
Additional information
This announcement should be read in conjunction with the announcement of the placing and proposed rights issue released earlier today. Defined terms used in that announcement shall have the same meaning(s) when used in this announcement,
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
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, may 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 the 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 "Risk Factors" set out in Appendix II to the announcement published this morning announcing the placing and a proposed rights issue for further information in this regard.
The forward-looking statements contained in this document speak only as of the date of this document 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 therefor 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 (including the Appendices).
The distribution of this announcement and the offering of the Placing Shares and the Rights Issue Shares (together, the "Shares") 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 such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares 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 shares 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 Shares.
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, 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, Shares. 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 Shares 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 Shares 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 Shares 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 shares 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 Shares 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 Shares 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 Shares 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 Shares 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. Accordingly, the 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 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.
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN AUSTRALIA
Each of the times and dates in the table below is indicative only and may be subject to change.
2009 Suspension of removals of Common Shares from the 26 March Australian Share Register begins
Placing and Rights Issue announcement (and Rights 27 March Issue Cleansing Notice and Appendix 3B lodged
with ASX) Prospectus/offer document lodged with ASX 30 March
Existing Shares quoted on an ``ex-rights'' basis 10.00 a.m. on 3 April on ASX
Trading in Nil Paid Rights commences on ASX 10.00 a.m. on 3 April
Australia Record Date for entitlement under the Close of business on 9 Rights Issue for Qualifying Australian
April Shareholders Despatch of this document and Entitlement and 15 April Acceptance Form to Qualifying Australian Shareholders
Expected date of publication of supplementary 4.15 p.m. on 21 April prospectus containing Aquarius' consolidated
financial statements for the quarter ended 31 March 2009 Trading in Nil Paid Rights ends on ASX 22 April
Rights Issue Shares quoted on ASX on a deferred 10.00 a.m. on 23 April settlement basis
Latest time and date for acceptance and payment 5.00 p.m. on 29 April in full in Australia in respect of the Rights
Issue Issue date of New Common Shares, deferred 4.15 p.m. on 6 May settlement trading ends and allotment confirmations confirming the issue of New Common Shares despatched
Trading in Rights Issue Shares commence on ASX 10.00 a.m. on 7 May
Suspension of removals of Common Shares from the 10.00 a.m. on 7 May Australian Share Register ends
Notes:
(1) Each of the times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by Aquarius in consultation with Merrill Lynch International and Euroz, as co-underwriters, in which event details of the new times and dates will be notified to the ASX, UK Listing Authority, the London Stock Exchange (through a Regulatory Information Service), the JSE and, where appropriate, Qualifying Shareholders.
(2) References to times in this timetable are to AWST unless otherwise stated.
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UK
Each of the times and dates in the table below is indicative only and may be subject to change.
2009 Suspension of removals of Common Shares from the 26 March UK Share Register Placing and Rights Issue announcement 26 March Placing Shares Admission 8.00 a.m. on 31 March
Dealings in Placing Shares, fully paid, commence 8.00 a.m. on 31 March on London Stock Exchange
UK Record Date for entitlement under the Rights Close of business 31 March Issue for Qualifying UK Shareholders
UK Admission and start of rights offer period in 8.00 a.m. on 3 April the UK
Dealings in Nil Paid Rights commence on the 8.00 a.m. on 3 April London Stock Exchange
Existing Shares marked ``ex-rights'' by the 8.00 a.m. on 3 April London Stock Exchange
Expected date of publication of supplementary 5.15 a.m. on 21 April prospectus containing Aquarius' consolidated
financial statements for quarter ended 31 March 2009
Last day for acceptance and payment through CREST 11.00 a.m. on 29 April from Qualifying DI Holders
Latest time and date for acceptance, payment in 11.00 a.m. on 29 April full and registration of renunciation of
Provisional Allotment Letters in the UK
Dealings in Rights Issue Shares, fully paid, by 8.00 a.m. on 30 April commence on the London Stock Exchange
CREST stock accounts credited with New Depositary 8.00 a.m. on 1 May Interests
Suspension of removals of Common Shares from the 8.00 a.m. 7 May UK Share Register ends
Notes:
(1) Each of the times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by Aquarius in consultation with Merrill Lynch International and Euroz, as co-underwriters in which event details of the new times and dates will be notified to the ASX, UK Listing Authority, the London Stock Exchange (through a Regulatory Information Service), the JSE and, where appropriate, Qualifying Shareholders.
(2) References to times in this timetable are to London Time unless otherwise stated.
APPENDIX III
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA
Each of the times and dates in the table below is indicative only and may be subject to change.
2009 Suspension of removals of Common Shares from the 26 March South African Share Register begins Placing and Rights Issue announcement 26 March
Last day to trade Common Shares on the JSE to 5.00 p.m. on 2 April qualify to participate in the Rights Issue
Listing and trading of Letters of Allocation on 9.00 a.m. on 3 April the JSE, commencement of trading of Existing
Shares (ex-rights) on the JSE South African Record Date Close of business 9 April
Dealings in Nil Paid Rights commences on the JSE 9.00 a.m. on 14 April
Last day for Qualifying South African 12.00 noon on 17 April Shareholders who hold Common Shares in certificated form to lodge Form of Instruction with the South African Registrar in respect of the sale of their Nil Paid Rights
Last day to trade Letters of Allocation on the 4.00 p.m. on 20 April JSE to participate in the Rights Issue
Expected date of publication of supplementary 7.15 a.m. on 21 April prospectus containing Aquarius' consolidated
financial statements for the quarter ended 31 March 2009
Dealings in Rights Issue Shares commences on the 9.00 a.m. on 21 April JSE
Record date for Letters of Allocation in South Close of business on 29 Africa
April
Rights Issue closes in South Africa and payment 12.00 noon on 29 April to be made and Form of Instruction lodged by
Qualifying South African Shareholders who hold New Common Shares in certificated form with the South African Transfer Secretaries other than in respect of the sale of their Nil Paid Rights
CSDP/Broker accounts credited with Rights Issue 9.00 a.m. on 30 April Shares and debited with any payments due in
respect of Dematerialised Shares Suspension of removals of Common Shares from the 9.00 a.m. on 7 May South African Register ends Notes:
(1) Where required, changes will be published on SENS.
(2) References to times in this timetable are to CAT, unless otherwise stated.
2
REGISTERED OFFICE
Aquarius Platinum Limited â—Clarendon House â— 2 Church Street â—Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
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