| Fri 26 Oct 2007, 8:00 | | AQP - Aquarius Platinum Limited - Notice of annual |
|
AQP
AQP
AQP - Aquarius Platinum Limited - Notice of annual general meeting and
explanatory memorandum
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP ISIN Code: BMG0440M1029
("Aquarius Platinum")
Notice of Annual General Meeting
and
Explanatory Memorandum
Date of Meeting: Friday, 23 November 2007
Time of Meeting: 9:00 am
Place of Meeting: Clarendon House
2 Church Street
Hamilton
BERMUDA
This Notice of General Meeting and Explanatory Memorandum should be read in
their entirety. If shareholders are in doubt as to how they should vote, they
should seek advice from their accountant, solicitor or other professional
adviser prior to voting.
Your 2007 Annual Report is now available at www.aquariusplatinum.com
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of
Aquarius Platinum Limited ("Company") will be held at 9:00 am on Friday, 23
November 2007 at Clarendon House, 2 Church Street, Hamilton, Bermuda.
The Explanatory Memorandum which accompanies and forms part of this Notice of
Annual General Meeting describes the various matters to be considered and
contains a glossary of defined terms for terms that are not defined in full in
this Notice of Annual General Meeting.
Agenda
1 Appointment of Chairman of the Meeting
2 Confirmation of the Notice and Quorum
3 Accounts for the Period Ended 30 June 2007
To receive the financial statements, directors` report and auditor`s report
for the Company and its controlled entities for the period ended 30 June
2007.
4 Resolution 1 - Re-election of Mr Nicholas Sibley
To consider and, if thought fit, to pass, the following resolution:
"That Mr Nicholas Sibley, who retires by rotation in accordance with the
Company`s Bye-Laws and being eligible, offers himself for re-election, be
re-elected as a Director."
5 Resolution 2 - Re-election of Mr Kofi Morna
To consider and, if thought fit, to pass, the following resolution:
"That Mr Kofi Morna, who was appointed a director of the Company to fill a
casual vacancy on 6 February 2007, retires in accordance with the ASX
Listing Rules and being eligible, offers himself for re-election, be re-
elected as a Director."
6 Resolution 3 - Share Split
To consider and, if thought fit, to pass, with or without amendment, the
following resolution:
"That, for the purposes of section 45 of the Companies Act, bye-law 52.3 of
the Company`s Bye-Laws and all other purposes, the shareholders of the
Company hereby approve the subdivision of the issued capital of the Company
on the basis that every one (1) fully paid common share be subdivided into
three (3) fully paid common shares and that options on issue be adjusted in
accordance with the Listing Rules, and otherwise on the terms and
conditions set out in the attached Explanatory Memorandum accompanying this
Notice of Meeting."
7 Resolution 4 - Re-appointment of Auditor
To consider and, if thought fit, to pass, with or without amendment, the
following resolution:
"That, Messrs Ernst & Young of Perth, Western Australia, be and are hereby
appointed as Auditors of the Company until the conclusion of the next
annual general meeting at a fee to be agreed by the Directors."
By Order of the Board
Willi Boehm
Company Secretary
DATED: 26 October 2007
AQUARIUS PLATINUM LIMITED
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of members in
Aquarius in connection with the business to be conducted at the Annual General
Meeting of the members of the Company to be held at Clarendon House, 2 Church
Street, Hamilton, Bermuda at 9:00 am on Friday, 23 November 2007.
This Explanatory Memorandum should be read in conjunction with, and forms part
of, the accompanying Notice of Annual General Meeting. A glossary of terms is
included at the end of this Explanatory Memorandum.
Full details of the resolutions to be considered at the Meeting are set out
below.
1 Resolution 1 - Re-Election of Mr Nicholas Sibley as a Director
It is a requirement under the Company`s Bye-laws that Mr Nicholas Sibley
retire by rotation. Mr Sibley has offered himself for re-election as a
Director.
The remaining Directors recommend to shareholders that Mr Sibley be re-
elected.
2 Resolution 2 - Re-Election of Mr Kofi Morna as a Director
It is a requirement under the ASX Listing Rules that Mr Kofi Morna, who was
appointed a director of the Company to fill a casual vacancy, retire at the
Annual General Meeting. Mr Morna has offered himself for re-election as a
Director.
Mr Morna is an Executive Director of Savannah Resources, the lead
investment in the Savannah Consortium, Aquarius` BEE partner. Prior to
joining Savannah Resources, Mr Morna worked with the International Finance
Corporation as an Investment Officer. Mr Morna holds an MBA from the
London Business School and a BSc from Princeton University in the United
States. He is also a director of LA Crushers and Mkhombi Services.
The remaining Directors recommend to shareholders that Mr Morna be re-
elected.
3 Resolution 3 - Share Split
3.1 Background
Section 45 of the Companies Act enables a company to convert all or any of
its shares into a larger number of shares by a resolution passed at a
general meeting ("Share Split"). The ASX Listing Rules also require that
the number of options on issue be sub-divided in the same ratio as the
ordinary capital and the exercise price be amended in inverse proportion to
that ratio (that is, on a 3:1 share split, the current exercise price will
be divided by three).
3.2 Effect of Share Split
If Resolution 3 is approved, each Share currently on issue will be sub-
divided into three Shares and each Option currently on issue with be sub-
divided into three Options. In addition, the exercise price of each Option
will be decreased by a factor of three.
Below is a table setting out the exercise price of existing Options and the
exercise price of those Options after the Share Split takes effect.
Options Current Exercise Exercise Price
Price after Share Split
Expiring 11/06/11 GBP2.54 GBP0.85
Expiring 11/10/11 GBP2.54 GBP0.85
Expiring 02/11/11 GBP2.92 GBP0.97
Expiring 26/05/13 GBP7.01 GBP2.34
Expiring 21/11/13 GBP3.32 GBP1.11
If Resolution 3 is passed, the number of Shares and Options will increase as set
out below.
Pre Share Split Post Share Split
Shares 85,511,422 256,534,266
Options expiring 11/06/11 488,480 1,465,440
Options expiring 11/10/11 139,910 419,730
Options expiring 02/11/11 217,927 653,781
Options expiring 26/05/13 80,036 240,108
Options expiring 21/11/13 93,334 280,002
The Directors consider that the Share Split will benefit Shareholders by
increasing the liquidity of the Company`s Shares.
It is expected that, after the Share Split becomes effective, the price for each
Share in the Company will decrease by two thirds of its current price following
the commencement of trading on a deferred settlement basis of the Shares on ASX.
However, the extent of this reduction in price will depend on the market.
3.3 Holding statements and taxation
As from the effective date of the Share Split, all holding statements for
Shares and all holding statements or certificates for Options will cease to
have any effect, except as evidence of entitlement to a certain number of
post Share Split securities.
After the Share Split becomes effective, the Company will dispatch a notice
to Shareholders and holders of Options advising them of the number of
Shares and Option held by each Shareholder and holder of Options (as the
case may be) both before and after the Share Split. The Company will also
arrange for new holding statements to be issued to Shareholders and holders
of Options.
It is not considered that there will be any taxation consequences for
Shareholders arising from the Share Split. However, Shareholders are
advised to seek their own tax advice on the effect of the Share Split and
none of the Company, the Directors or the Company`s advisers accepts any
responsibility for any individual Shareholder`s taxation consequences of
the Share Split.
3.4 Timetable
The Share Split will take effect on the date Resolution 3 is passed in
accordance with the following proposed timetable:
Annual General Meeting and passing of 23 November 2007
Resolution 3
Trading in the reorganised securities on a 28 November 2007
deferred settlement basis
ASX Code: AQPDA
Last day for Company to register transfers on 4 December 2007
a pre Share Split basis
Record date
First day for Company to send notice to each 5 December 2007
Shareholder and option holder
In the case of uncertificated holdings, first
day for Company to register securities on a
post Share Split basis and first day for
issue of holdings statements
In the case of certificated holdings, first
day of issue of new certificates. From this
date, the Company rejects transfers
accompanied by a certificate that was issued
before the Share Split.
Despatch Date. Deferred settlement market 11 December 2007
ends.
Last day for securities to be entered into
the holders` security holdings. If
securities are certificated, last day for the
Company to issue them and send the
certificates to the holders.
Last day for Company to send notice to each
Shareholder and option holder
ASX Code: AQP
3.5 Recommendation
For the reasons given in Sections 3.1 and 3.2 above, all the Directors
recommend that Shareholders vote in favour of Resolution 3.
4 Resolution 4 - Re-Appointment of Auditor
Section 89(2) of the Companies Act 1981 provides that members of a company
at each annual general meeting shall appoint one or more auditors to hold
office until the close of the next annual general meeting. In addition,
Section 89(6) provides that the remuneration of an auditor appointed by the
members shall be fixed by the members or by the Directors, if they are
authorised to do so by the members.
Ernst & Young are the Company`s auditors. Pursuant to resolution 4, Ernst
& Young will be re-appointed the Company`s auditors until the close of the
next annual general meeting at a fee to be agreed by the Directors.
5 Glossary of Terms
In the Notice of Annual General Meeting and this Explanatory Memorandum the
following words and expressions have the following meanings:
"ASX" means ASE Limited.
"ASX Listing Rules" means the official listing rules of ASX.
"Board" means the board of Directors.
"Companies Act" means the Companies Act 1981 of Bermuda as amended from
time to time.
"Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893.
"Directors" means the directors of the Company from time to time.
"Explanatory Memorandum" means this explanatory memorandum.
"Meeting" and "Annual General Meeting" means the annual general meeting of
shareholders in the Company or any adjournment thereof, convened by the
Notice.
"Notice" and "Notice of Annual General Meeting" means the notice of annual
general meeting which accompanies this Explanatory Memorandum.
"Option" means an option to acquire a Share.
"Resolution" means a resolution in the Notice of Meeting.
"Shareholder" means a registered holder of Shares.
"Share" means a fully paid common share in the capital of the Company.
Date: 26/10/2007 08:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
