23rd Apr 2009 07:02
AQUARIUS PLATINUM LIMITEDASX, JSE & LSE23 April 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN ANNOUNCEMENT RELATING TO THE PUBLICATION OF A SUPPLEMENTARY PROSPECTUS
Unless otherwise defined in this announcement, capitalised definitions used in this announcement shall have the same meaning as in the placing and rights issue prospectus published by Aquarius on 31 March 2009 ("Prospectus").
Following the publication by Aquarius Platinum Limited ("Aquarius") of its third quarter results on 21 April 2009, Aquarius has published a supplementary prospectus (the "Supplementary Prospectus") which supplements the disclosure made in the Prospectus. The Supplementary Prospectus should be read in conjunction with the Prospectus and has been made available as provided below.
Availability of Supplementary Prospectus
The Supplementary Prospectus is available free of charge on request up until Admission of the Rights Issue Shares by writing to Aquarius' registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda. A copy of the Supplementary Prospectus will also be available via Aquarius' website ( www.aquariusplatinum.com).
Two copies of the Supplementary Prospectus are also available for viewing at the Document Viewing Facility of the FSA at 25 The North Colonnade, Canary Wharf, London E14 5HS and the Supplementary Prospectus is available for inspection at Aquarius' registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda as well as at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ during normal business hours on any weekday (except Saturdays, Sundays and public holidays) until Admission of the Rights Issue Shares.
Aquarius Platinum
Nick Bias (Investor Relations Co-ordinator)
Tel: +44 (0) 7887 920 530
Willi Boehm (Company Secretary)
Tel: +61 (0) 8 9367 5211
The statements contained in this announcement, the Prospectus and the information incorporated by reference in this announcement and the Prospectus 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", "estimates", "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. These forward-looking statements and other statements contained in this announcement, the Prospectus and the information incorporated by reference in this announcement and the Prospectus 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 on pages 12 to 26 of the Prospectus for further information in this regard.
These forward-looking statements speak only as of the date of this announcement. Other than in accordance with their legal or regulatory obligations, neither Aquarius nor Merrill Lynch International nor Euroz undertakes any duty to, and will not necessarily, release publicly any updates or revisions to any forward-looking statements contained herein 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, the 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 International and Euroz are acting exclusively for Aquarius and no one else in connection with the Placing and the Rights Issue and will not regard any other person (whether or not a recipient of announcement) as a client in relation to the Placing or the Rights Issue and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of either Merrill Lynch International or Euroz or for providing advice in relation to the Placing or the Rights Issue or any other matter referred to in this announcement or the Prospectus.
The distribution of this announcement and the offering of 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 supplementary 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 supplementary 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 Rights Issue Shares or New DIs.
This announcement is not a supplementary 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 supplementary 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.
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 United States, Canada or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Securities 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 an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to certain 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 supplementary 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 supplementary 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.
Neither the content of Aquarius' website nor any website accessible by hyperlinks on Aquarius' website is incorporated in, or forms part of, this announcement.
REGISTERED OFFICE
Aquarius Platinum Limited - Clarendon House - 2 Church Street - Hamilton HMCX Bermuda
Email: [email protected]
Telephone: +61 8 9367 5211
vendorRelated Shares:
AQP.L