24th Nov 2009 07:26
AQUARIUS PLATINUM LIMITED This release contains details of an offering which is not for release in the United States, Canada, Japan, South Africa or Bermuda
24 November 2009
Aquarius Platinum Limited launches US$250 million convertible bond
Aquarius Platinum Limited (the "Company") announces today that it intends to make an offering of approximately US$250 million of unsubordinated, unsecured convertible bonds ("Bonds") due 2015 (the "Offering"). The aggregate principal amount of the issue is US$250 million (which may be increased to US$300 million in the event the over-allotment option granted to the Bookrunner is exercised in full).
The Bonds will be convertible into common shares of Aquarius Platinum Limited (the "Shares") and are expected to have a semi-annual coupon in the range of 3.50% - 4.25% per annum and a conversion price set at a premium in the range of 20% - 25% above the volume weighted average price of the Shares on the London Stock Exchange between launch and pricing. The Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or cancelled, will mature on the sixth anniversary of the issue in 2015. The Company will have the option to call the Bonds after the first three years, if the price of the Shares exceeds 130% of the then prevailing conversion price over a specified period. The final terms of the Bonds are expected to be announced today.
The proceeds of the Offering will be used to fund the early redemption of all of the Company's existing ZAR 650 million convertible bonds in accordance with their terms (at an aggregate redemption price of ZAR 747.5 million) and for general corporate purposes and business opportunities, including the construction of a chromite recovery plant at the Everest platinum mine.
Under the terms of the Offering, there will be a 90-day lock-up period on issuances or sales of shares or equity-linked securities by the Company, subject to certain customary exceptions.
Settlement and delivery of the Bonds is expected to take place no later than 18 December 2009, following which the Company expects to redeem the existing convertible bonds.
Application will be made to list the Bonds on the official list of the United Kingdom Listing Authority and to admit the Bonds to trading on the London Stock Exchange's Professional Securities Market. The Company's Shares are listed on the Australian Stock Exchange, the London Stock Exchange and the Johannesburg Stock Exchange.
The Bonds will be placed through an accelerated bookbuilt placement with institutional investors (outside the United States) conducted by Goldman Sachs International, acting as sole Bookrunner in connection with the Offering.
For further information, please contact:
United KingdomStuart MurrayTel: +27 11 656 1140AustraliaWilli BoehmTel: +61 8 9367 5211South AfricaStuart MurrayTel: +27 11 656 1140
Stabilisation/FSA. In connection with the issue of the Bonds, Goldman Sachs International acting as Stabilising Manager or any person acting on behalf of Goldman Sachs International may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that Goldman Sachs International or any person acting on behalf of Goldman Sachs International will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the bonds and 60 days after the date of the allotment of the bonds. Any stabilisation action or over-allotment must be conducted by Goldman Sachs International or any person acting on behalf of Goldman Sachs International in accordance with all applicable laws and rules.
This announcement is for general information only and does not form part of any offer to sell, or the solicitation of any offer to buy, securities. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
this announcement is not an offer of securities in the united states or any other jurisdiction. the bonds (and the Company's shares) may not be offered or sold in the united states absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act") AND ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY does not intend to register any portion of the planned offer in the united states or to conduct an offering of securities in the united states. the offering is being conducted outside the united states (OR ANY STATE THEREOF) in accordance with regulation s under the securities act.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (as implemented in each member State of the European Economic Area, the "Prospectus Directive").
in member states of the european economic area, the bonds are being offered only to qualified investors within the meaning of the prospectus directive, in accordance with the respective regulations of each member state in which the bonds are offered.
This announcement is directed only at the following persons in the United Kingdom: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) persons who are "high net worth entities" and other persons to whom this ANNOUNCEMENT may be legally distributed within the meaning of Article 49(2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "Qualified Persons" in the united kingdom, the BONDS are intended only for Qualified Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the bonds may be proposed or concluded other than with Qualified Persons and Any person other than a Qualified Person may not act or rely on this announcement or any of its contents.
Any purchase of or application for BONDS of the COMPANY pursuant to the Offering should only be made on the basis of the information contained in the final PROSPECTUS to be issued by the COMPANY in due course in connection with the Offering.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF AQUARIUS PLATINUM LIMITED. GOLDMAN SACHS INTERNATIONAL, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL SERVICES AUTHORITY, IS ACTING FOR THE COMPANY AND FOR NO-ONE ELSE IN RELATION TO THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO EACH OF ITS RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN CONNECTION WITH THE OFFERING. 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 GOLDMAN SACHS INTERNATIONAL OR BY ANY OF ITS 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.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING OF THE BONDS AS SET OUT IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY OR GOLDMAN SACHS INTERNATIONAL THAT WOULD PERMIT AN OFFERING OF SUCH SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND GOLDMAN SACHS INTERNATIONAL TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION
Registered Office
Clarendon House, 2 Church Street, Hamilton HMCX, Bermuda
E-mail: [email protected]
Tel: +61 8 9367 5211
vendorRelated Shares:
AQP.L