12th May 2009 07:00
AQUARIUS PLATINUM LIMITED
ASX, LSE & JSE
ASX / LSE / JSE JOINT ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION 12 May 2009 Aquarius Platinum Limited ("Aquarius" or the "Company") Rule 2.10 and Rule 8 Announcement and Announcement of satisfaction of the
pre-condition to the offer for Ridge Mining plc ("Ridge") in relation to the
equity capital raising and the private placement of bonds
As announced on 5 May 2009, pursuant to the new issue of AQPB convertible bonds of R10,000.00 each (the "Bonds") by way of private placement (the "Private Placement") on 11 May 2009, dealings in the Bonds have commenced on 11 May 2009.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Takeover Code"), Aquarius announces that, as at the close of business on 11 May 2009, and following the issue of the Bonds on 11 May 2009, it will have in issue 65,000 convertible bonds of R10,000.00 each, ISIN reference ZAE000134540.
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, 'interested' directly or indirectly in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction.
The Bonds are relevant securities. Accordingly, under Rule 8.3 of the Takeover Code, any person who is interested in 1% or more of the Bonds (or who is interested in any Bonds and is also interested in 1% or more of any other class of relevant securities of Aquarius) at midnight on 11 May 2009, must disclose their interests in all of the Company's relevant securities by no later than 3.30pm on 12 May 2009. Subsequent dealings in the Bonds (or other relevant securities of Aquarius or Ridge) may similarly require disclosure. Further details are set out in the notes to this announcement. If holders of Bonds are in any doubt as to the action they should take, they should consult the Takeover Panel.
Rules 8.1 and 38.5(b) of the Takeover Code should be applied accordingly, mutatis mutandis.
For the avoidance of doubt, there is no requirement under Rule 38.5(a) of the Takeover Code for a connected exempt principal trader which has been granted recognised intermediary status and which is acting in a client serving capacity to disclose either (i) dealings in the Bonds or (ii) the subscription for the Bonds under the Private Placement.
The equity raising by Aquarius through a placement and rights issue of Aquarius shares (the "Equity Capital Raising") and the Private Placement of Bonds have now both completed. Accordingly the pre-condition to the offer for Ridge in relation to the Equity Capital Raising and the Private Placement of Bonds has been satisfied.
Terms used in this announcement but not otherwise defined shall have the same meanings as set out in the prospectus published by Aquarius on 31 March 2009.
Enquiries:Aquarius In the UK & South Africa Nick Bias Tel: +41 (0)79 888 1642 In Australia: Willi Boehm Tel: +61 (0)8 9367 5211 REGISTERED OFFICE
Aquarius Platinum Limited - Clarendon House - 2 Church Street - Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
It is expected that the Aquarius shares proposed to be issued in connection with the possible acquisition of Ridge Mining plc would be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. This transaction has not been approved or disapproved by the US Securities and Exchange Commission (the "Commission"), nor has the Commission or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. The announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aquarius or Ridge, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
A copy of this announcement will be available on Aquarius' website (www.aquariusplatinum.com).
vendorRelated Shares:
AQP.L