| Wed 18 Feb 2009, 9:42 | | AQP - Aquarius Platinum Limited - Possible Offer For Ridge Mining Plc |
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AQP
AQP
AQP - Aquarius Platinum Limited - Possible Offer For Ridge Mining Plc
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
RIDGE MINING PLC
Wednesday, 18 February 2009
ASX / LSE / JSE JOINT ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
CANADA OR JAPAN
AQUARIUS PLATINUM LIMITED POSSIBLE OFFER FOR RIDGE MINING PLC
On 12 and 13 February 2009 Aquarius Platinum Limited ("Aquarius") and Ridge
Mining plc ("Ridge") made announcements confirming that they have been in
discussions regarding a possible all share offer by Aquarius for Ridge. Further
to this, the Directors of Aquarius and Ridge today announce that they have
signed a non-binding letter ("Letter of Intent"). Under the terms of the Letter
of Intent and subject to a number of pre-conditions, including the satisfactory
completion of due diligence, Aquarius is prepared to make an all share offer for
the entire issued share capital of Ridge at an exchange ratio of 1 Aquarius
share for every 2.75 Ridge shares in issue (note 1). This ratio was based on
the relative net asset values of the respective companies.
The Letter of Intent also states that the making of any offer for Ridge is pre-
conditional upon a recommendation from the Ridge Board.
Commenting on the proposed transaction, Stuart Murray, CEO of Aquarius Platinum,
said: "In only a decade Aquarius has grown from a fledgling developer to a mid-
tier operator with interests in six operating assets. As Ridge`s flagship "Blue
Ridge Mine" enters production, we believe that now is the right time to seek a
strategic partnership.
Ridge will further diversify our portfolio, increase our resource base, add new
production ounces and longevity to our production profile, and add significant
optionality with the Sheba`s Ridge exploration property.
It makes sense to combine our ten years` experience of operating shallow,
mechanised underground mines, with the achievement of Ridge management in
constructing the Blue Ridge Mine, to provide a stronger future for all under
Aquarius."
Terence Wilkinson, CEO of Ridge Mining, added: "The proposed combination offers
Ridge shareholders the opportunity to retain the upside potential contained
within our projects whilst reducing the risk inherent in a single early stage
operation in a difficult economic environment. Ridge`s strong technical
management team will be a major asset to the combined group."
A Strategic Fit
Both parties believe that the companies combined are an excellent strategic fit,
encompassing:
- Combined expertise in shallow low-cost mechanised mining;
- Improved production diversification of the combined entity;
- Enhanced Aquarius operating cost structure and mine life profile;
- Reduced overhead costs within administrative and technical functions; and
- Strengthened position amongst peers operating on the Bushveld, where 80% of
the world`s platinum reserves are located.
As Ridge has commenced plant commissioning and will generate revenue from as
early as April 2009, it will immediately enhance the Aquarius production
profile, adding value for the enlarged shareholder base.
Enhanced Production, Reserve and Resource Portfolio and Longevity
It is anticipated that Ridge`s Blue Ridge Mine will produce approximately 75,000
PGM (four element: platinum, palladium, rhodium and gold) ounces (50%
attributable to Ridge) in the 2009 calendar year, ramping up to steady-state
production of approximately 125,000 PGM ounces by 2011 (50% attributable to
Ridge). Given the strike length and depth of the Blue Ridge orebody, Aquarius
believes that the combined group will be in a stronger position to increase the
production levels in the medium term above the current mine plan.
Furthermore, the acquisition of Ridge would significantly expand Aquarius`
reserve and resource base. On a pro forma attributable basis, the proven and
probable reserves for Aquarius would increase 61% from 8.7 million PGM ounces to
14.0 million PGM ounces, and the measured, indicated and inferred resources by
12.5% from 106.6 million ounces to 119.9 million ounces respectively (note 2).
The enlarged resource base could provide an option for further exploration and
possibly organic growth, notably from Ridge`s Sheba`s Ridge exploration project.
Financing
Pursuant to repayment of the existing Aquarius bridge loan as well as the
envisaged re-start of the Everest mine, Aquarius is exploring a range of equity
and debt financing alternatives as previously advised in the company`s Interim
Results on 5 February 2009.
Other
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the UK Takeover Code and shareholders are
advised that there can be no certainty that any offer to acquire Ridge shares
will ultimately be made, even if the pre-conditions are satisfied or waived.
For clarity, Aquarius reserves the right to waive these pre-conditions at any
time. In addition, Aquarius reserves the right not to make an offer for Ridge
and, pursuant to Rule 2.4(c) of the UK Takeover Code, Aquarius also reserves the
right to vary the form and/or mix of consideration offered, and, with the
recommendation of the board of Ridge, to make an offer at a different share
exchange ratio.
1 Exchange ratio based on the current number of shares outstanding in Ridge of
92,065,533 and in Aquarius of 327,095,634 shares in issue.
2 Includes exploration properties for Aquarius and the attributable ounces from
Sheba`s Ridge for Ridge (39% attributable to Ridge). The Sheba`s Ridge ounces
have been based on 3E (Pt, Pd, Au) as defined in the JORC compliant Reserve and
Resource statement, audited by SRK Consulting. All Mineral Resource and Mineral
Reserve estimates for Aquarius mines have been audited by an independent
Competent Person: F.H. (Ina) Cilliers (M.Sc, Pr. Sci. Nat. 400032/02, GSSA
965781) of Mercilheim Geological Services. Ina Cilliers has 21 years experience
in the mining industry, of which 12 years have been in platinum mining.
Further announcements will be made in due course.
For further information please visit www.aquariusplatinum.com,
www.ridgemining.com or contact:
Aquarius Platinum Ridge Mining
In the UK & South Africa Francis Johnstone (Commercial
Nick Bias Director)
Tel: +41 (0)79 888 1642 Tel: +44 (0)20 7379 1474
In Australia: RBC Capital Markets, Financial
Willi Boehm Adviser & Nomad
Tel: +61 (0)8 9367 5211 Martin Eales or Patrick Meier
Tel: +44 (0)20 7029 7881
Rand Merchant Bank Conduit PR
Peter Hayward-Butt or Carel Charlie Geller or Gareth Tredway
Vosloo Tel: +44 (0)20 7429 6604
Tel: 27 (0)11 282 8000
Lazard & Co Limited
Peter Warner, Spiro Youakim or
Chris Seherr-Thoss
Tel:+44 (0)20 7187 2000
Merrill Lynch International
Mark Echlin or Andrew Osborne
Tel:+44 (0)20 7628 1000
Euroz Securities Limited
Doug Young
Tel:+ 61 (0)8 9488 1400
- End -
Notes for Editors:
About Aquarius Platinum Limited
Aquarius Platinum is a focused platinum group metals (PGM) producer with
operations in the Bushveld Complex in South Africa and the Great Dyke in
Zimbabwe. The company is engaged in mineral exploration, mine development,
concentrate production and investment. The company`s primary listing is on the
Australian Securities Exchange, with a secondary listing on the London Stock
Exchange and the Johannesburg Stock Exchange, in addition to a Level 1 American
Depository Receipt programme in the United States.
For more information, visit www.aquariusplatinum.com
About Ridge Mining plc
Ridge Mining plc is an AIM and PLUS traded company, registered in England,
focusing on developing its prospective platinum group metal (PGM) projects on
the Bushveld Complex of South Africa. The company`s two most advanced PGM
projects are the 50% owned Blue Ridge Mine on the eastern limb of the Bushveld
where development commenced in January 2007 and first production is scheduled
for March 2009, and the nearby Sheba`s Ridge Project, a joint venture with Anglo
Platinum and the Industrial Development Corporation of South Africa where a full
feasibility study was completed at the end of 2007.
For more information, visit www.ridgemining.com
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States. The
securities mentioned herein have not been, and will not be, registered under the
United States Securities Act of 1933 (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.
Lazard & Co., Limited is acting exclusively for Aquarius and no one else in
connection with the matters referred to in this announcement and will not be
responsible to any other person for providing the protections afforded to
clients of Lazard & Co., Limited or providing advice in relation to the matters
referred to in this announcement. Lazard & Co., Limited assumes no
responsibility for the accuracy or completeness of the contents of this
announcement and, accordingly disclaims, to the fullest extent permitted by
applicable law, any liability in respect of the contents of this announcement.
RBC Capital Markets, a trading name of Royal Bank of Canada Europe Limited, is
acting exclusively for Ridge and no one else in connection with the matters
referred to in this announcement and will not be responsible to any other person
for providing the protections afforded to clients of RBC Capital Markets or
providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets assumes no responsibility for the accuracy or completeness
of the contents of this announcement and, accordingly disclaims, to the fullest
extent permitted by applicable law, any liability in respect of the contents of
this announcement.
Merrill Lynch International is acting exclusively for Aquarius and no one else
in connection with any financing alternatives. They will not regard any other
person (whether or not a recipient of this release) as their respective clients
in relation thereto and will not be responsible to anyone other than Aquarius
for providing the protections afforded to their respective clients nor for
giving advice in relation to any transaction or arrangement referred to herein.
No representation or warranty, express or implied, is made by Merrill Lynch
International as to the accuracy, completeness or verification of the
information set forth in this release, and nothing contained in this release is,
or shall be relied upon as, a promise or representation in this respect, whether
as to the past or the future. Merrill Lynch International assumes no
responsibility for its accuracy, completeness or verification and, accordingly,
disclaims, to the fullest extent permitted by applicable law, any and all
liability which they might otherwise be found to have in respect of this release
or any such statement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% 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 (London time) 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 UK 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
(London time) 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 UK 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.
Cautionary Statement Regarding Forward - Looking Statements
This announcement contains certain "forward-looking statements" with respect to
the parties` objectives and future performance, including statements relating
to expected benefits associated with the transaction contemplated herein.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as "anticipates", "aims", "due",
"could", "may", "should", "will", "expects/expected", "believes", "intends",
"plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: regulatory approvals
required for the consummation of the transaction that may require acceptance of
conditions with potential adverse impacts; risk involving the parties` ability
to realise expected benefits associated with the transaction; the success of
Ridge`s Blue Ridge Mine; and macroeconomic conditions generally affecting the
South African mining industry.
Date: 18/02/2009 09:42:19 Produced by the JSE SENS Department.
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