| Mon 27 Oct 2008, 10:06 | | AQP - Aquarius Platinum Limited - Aquarius completes final phase of black |
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AQP
AQP
AQP - Aquarius Platinum Limited - Aquarius completes final phase of black
economic empowerment,resulting in a simpler, earnings enhancing corporate
structure
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1029
Aquarius Completes Final Phase of Black Economic Empowerment, Resulting in a
Simpler, Earnings Enhancing Corporate Structure
Aquarius Platinum Limited (Aquarius) is pleased to announce today that it has
completed the final phase of its South African Black Economic Empowerment (BEE)
transaction with the Savannah Consortium (SavCon). SavCon will exchange, as
originally envisaged and agreed, its 32.5% shareholding in Aquarius` principle
South African operating subsidiary, Aquarius Platinum (South Africa)
(Proprietary) Limited (AQPSA), into 65,042,856 new shares in AQP, comprising
approximately 20% of the enlarged share capital of Aquarius. Subsequently,
Aquarius will hold 100% of AQPSA, providing a modest boost to earnings.
Following the take out of other minorities earlier in the year in Aquarius and
AQPSA, Aquarius will also continue to enjoy a 100% free-float.
Commenting on the transaction, Stuart Murray, CEO of Aquarius Platinum said:
"When we embarked on empowering Aquarius six years ago, it was always with the
long-term conversion of our BEE investor`s interest into Aquarius shares that we
had in mind. SavCon have enabled our business to grow, both in the most simple
sense with the funding of the Everest Mine, but also in a wider sense through
their on-going contribution at every level of our business. This final phase of
the empowerment journey is therefore pleasing as it sees the BEE investors
rewarded for their contribution with a sizeable shareholding in Aquarius, and
following other corporate transactions, in turn sees Aquarius enjoy 100%
ownership of its principal South African operating assets."
Commenting on behalf of SavCon, Zwelakhe Mankazana, a director of Savannah
Resources (Pty) Limited said: "The SavCon partnership with Aquarius has been
ground-breaking in every sense and we believe has delivered empowerment in the
true spirit intended by South Africa`s mining legislation and Government policy.
As a direct consequence of the Empowerment transaction SavCon concluded with
Aquarius and AQPSA, the cash from our investment was used to build the Everest
Mine where today 1,700 people are employed. Furthermore, we have spearheaded
transformation within the AQPSA businesses as required by the mining
legislation. The fact that AQPSA was one of the first South African platinum
producers to be granted fully converted mining rights within a relatively short
period of time after the conclusion of the SavCon transaction with AQPSA, is
testament to the pragmatism of implementing genuine empowerment in South
Africa`s mining industry. For SavCon to become a shareholder in Aquarius is the
culmination of our original strategic intent to pioneer the achievement, by
previously disadvantaged South Africans, of holding significant equity and
exerting influence on a foreign listed platinum producer that conducts its
business on African soil. SavCon will continue to be a long-term investor in
Aquarius."
Background
Four years ago, and after an almost two year process, in October 2004, Aquarius
shareholders approved the acquisition of a 29.5% stake in AQPSA for a price of
R860 million by SavCon, a consortium of BEE Investors comprising of Savannah
Resources, Chuma Holdings and the Malibongwe Women`s Development Organisation.
At the time it was agreed that subject to South African Reserve Bank approval
and the conversion of AQPSA`s old order rights to new order rights in accordance
with the requirements of South African mining legislation, SavCon`s shareholding
in AQPSA would be converted to 24,599,542 new Aquarius shares, representing at
the time, approximately 23% of the enlarged share capital of Aquarius. At this
time, Aquarius held 50.5% of AQPSA, with the balance being held 29.5% by SavCon
and 20% by Impala Platinum.
Following the granting of new order mining rights in October 2006, in November
2006 Aquarius bought back 3.5% of AQPSA from SavCon, thereby reducing SavCon`s
holding in AQPSA to 26% and increasing AQP`s shareholding in AQPSA to 54%, with
a consequential proportional reduction in the number of flip-up shares in AQP to
be ultimately acquired by SavCon, to 21,680,952. At this time, the balance of
20% of the shares in AQPSA was held by Impala.
In November 2007, shareholders approved a 3-for-1 share split in AQP, thereby
increasing the number of shares under the BEE conversion threefold to
65,042,856.
In April 2008, AQPSA repurchased Implats` 20% stake in AQPSA. Following the
transaction Aquarius` shareholding in AQPSA increased from 54% to 67.5% and
SavCon`s shareholding increased from 26% to 32.5%. This buy back did not impact
upon the number of conversion shares available to SavCon, which remained fixed
at 65,042,856.
Approval of the Reserve Bank of South Africa has been obtained for the exchange
of shareholdings to occur, for the new Aquarius shares to be held indefinitely
by SavCon and the parties to the transactions have obtained the necessary
opinions that AQPSA shall, notwithstanding the flip, continue to qualify as the
holder of all its new order rights. Passing these final hurdles, therefore,
paved the way for the flip-up of SavCon`s now 32.5% interest into 65,042,856 new
shares in Aquarius, approximately 20% of the enlarged share capital of the
group.
Transaction Structure
A total 65,042,856 new shares will be issued to SavCon on 27 October 2008 in
full consideration for its 32.5% holding in AQPSA. The shares will be credited
as fully-paid and will rank pari-passu in all respects with the existing issued
ordinary shares of the Company.
The trading of shares by the new beneficial owners is unrestricted but must take
place in an orderly manner, demonstrating the true creation and transfer of
value under empowerment and the strong relationship enjoyed between Aquarius and
its BEE investors. The shares will be placed on the South African register of
the Company.
Following the share exchange, Aquarius will own 100% of AQPSA. The Issued
Capital of the company will increase by 65,042,856 to 327,095,634 fully paid
common shares and 1,680,305 unlisted options and the free float will be 100%.
The Corporate Structure before and after the Black Empowerment Flip can be
viewed at the company`s website at www.aquariusplatinum.com.
For further information please contact:
In Australia:
Willi Boehm
+61 (0)8 9367 5211
In the United Kingdom and South Africa:
Nick Bias
+44 (0)7887 920 530
nickbias@aquariusplatinum.com
27 October 2008
Sponsor: Investec Bank Limited
Date: 27/10/2008 10:06:10 Produced by the JSE SENS Department.
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