| Thu 26 Mar 2009, 11:47 | | AQP - Aquarius - Launch Of Placement Of Up To Zar650 Million Senior Secured |
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AQP
AQP
AQP - Aquarius - Launch Of Placement Of Up To Zar650 Million Senior Secured
Convertible Bonds
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share code JSE: AQP
ISIN Code: BMG0440M1284
("Aquarius" or the "Company")
26 March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA OR JAPAN
LAUNCH OF PLACEMENT OF UP TO ZAR650 MILLION SENIOR SECURED CONVERTIBLE BONDS
Pursuant to the placing of common shares of Aquarius and the announcement of a
proposed rights issue announced on 26 March 2009, Aquarius announces its
intention to raise up to ZAR650 million by way of a convertible bond issue, of
which ZAR500 million will be fully underwritten by Rand Merchant Bank, a
division of FirstRand Bank Limited ("RMB").
Proposed Placing of 46,330,000 Common Shares of Aquarius
Aquarius announced today its intention to place up to 46,330,000 new ordinary
shares of par value US$0.05 each in the capital of Aquarius having the rights
set out subject to the Memorandum of Association and Bye-laws of Aquarius as
amended from time to time ("Common Shares") in the Company (the "Placing
Shares"), representing up to 14.2 per cent. of the existing issued common share
capital in the Company (the "Placing"), with both new and existing institutional
investors ("Placees").
The Placing is being conducted through an accelerated book-building process and
is conditional upon, amongst other things, raising a minimum of US$80 million
(the "Placing Minimum Proceeds").
Please refer to the announcement dated 26 March 2009 for further information on
the Placing.
Proposed Rights Issue
Subject to the Placing achieving the Placing Minimum Proceeds, Aquarius intends
to announce the terms of a rights issue (the "Proposed Rights Issue"), to be
fully underwritten at the time when the terms are announced, which when taken in
aggregate with the proceeds of the Placing will raise approximately US$183
million.
Placees allocated new Common Shares in the Placing will be entitled to
participate in the Proposed Rights Issue.
The Proposed Rights Issue will be offered at price to be determined, which will
represent a discount to the theoretical ex-rights price of the Common Shares
which is in line with recent UK market precedents. The terms of the Proposed
Rights Issue will be announced to the market as soon as practicable after the
close of the book-building process.
Please refer to the announcement dated 26 March 2009 for further information on
the Proposed Rights Issue.
Convertible Bond Issue
Subject to the Placing achieving the Placing Minimum Proceeds, Aquarius intends
to raise up to ZAR650 million (currently approximately US$69 million) by way of
a private placement of convertible bonds (the "Proposed Convertible Bond
Issue").
The principal terms of the convertible bonds ("Convertible Bonds") are as
follows:
i. the Company will at or around 11 May 2009 issue ZAR500 million of
Convertible Bonds at par fully underwritten by RMB. RMB maintains an option
to require the Company to issue an additional ZAR150 million of Convertible
Bonds to RMB, which will potentially increase the total amount of
Convertible Bonds issued to ZAR650 million;
ii. the minimum denomination of the Convertible Bonds will be ZAR1 million
(currently approximately US$106,000);
iii. the Convertible Bonds will be denominated in Rands and are expected to only
be listed on the JSE Limited ("JSE");
iv. the Convertible Bonds will have a bullet maturity on 30 April 2012 and will
pay a floating coupon semi-annually, in arrears, of 3 month JIBAR plus a
margin of 3 per cent. per annum, where "JIBAR" means the average mid-market
yield rate for 3 (three) month deposits in Rand on the Reuters Screen SAFEY
Page (or such other page on which such rate is published) at or about 1100h
(eleven hours) on each interest rate fixing day. The Convertible Bonds will
be redeemed at par if redemption occurs at maturity;
v. the Convertible Bonds will entitle holders to convert into JSE listed
Common Shares in the Company at any time after the first anniversary of the
issue date. The number of Common Shares underlying each Convertible Bond
will be determined by dividing the principal amount of the Convertible Bond
by the Conversion Price, where:
a. the "Conversion Price" is 125% of the Base Share Price;
b. the "Base Share Price" is a volume weighted average share price of
Aquarius Common Shares for the four trading days following the last
day to trade the share cum rights. This Base Share Price is calculated
as the total value of Common Shares traded on the London Stock
Exchange plc on each of the 4 days from 3 April to 8 April 2009,
converted into Rands at the prevailing exchange rate each day,
aggregated and divided by the total number of Common Shares traded
over the period;
vi. the Convertible Bonds may be redeemed in cash by the Company at its
election at a premium in the first year from the issue date;
vii. the Convertible Bonds may be offered for redemption by the Company in cash
at any time after the first anniversary of the issue date, if the daily
volume weighted average price of the Common Shares in the Company have
traded for 20 consecutive days at a price greater than 128 per cent. above
the Conversion Price. Bond holders have the right, within a time period
after the Company has offered to redeem the Convertible Bonds, to convert
the Convertible Bonds to Common Shares;
viii. the terms of the Convertible Bonds provide that Aquarius may only pay
distributions, loans or other payments to persons other than the Company if
after such payments the Company has cash on hand equal to a certain
percentage of the principal amount of the Convertible Bonds outstanding
depending on when the payment is made, ranging from 8 per cent. for
payments in the first 6 months following the issue date of the Convertible
Bonds to 15 per cent. for payments between 6 and 12 months from the issue
date and 25 per cent. for payments between 12 and 18 months from the issue
date;
ix. the Convertible Bonds will be secured, through various guarantees, by the
majority of assets owned by Aquarius Platinum (South Africa) (Proprietary)
Limited, a wholly owned subsidiary of Aquarius incorporated in the Republic
of South Africa ("AQPSA");
x. AQPSA is obliged to establish a reserve fund in the form of cash or
permitted investments equal to 30 per cent. of the principal amount of the
Convertible Bonds outstanding on or after 18 months from the issue date of
the Convertible Bonds, 40 per cent. of the principal amount of the
Convertible Bonds outstanding on or after 24 months from the issue date of
the outstanding Convertible Bonds and 50 per cent. of the principal amount
of the Convertible Bonds outstanding on or after 30 months from the issue
date of the Convertible Bonds. The funds held in the reserve account are
not available for distribution and are to be used to redeem the Convertible
Bonds on their final maturity date;
xi. the terms of the Convertible Bonds contain certain covenants imposing
restrictions in relation to the Company and AQPSA incurring secured and
unsecured indebtedness;
xii. the Convertible Bonds contain various other provisions that would be common
to this type of instrument including provisions to adjust the Conversion
Price upon the occurrence of certain events, such as further issues of
Common Shares or restructures of the share capital of the Company; and
xiii. the right to convert the Convertible Bonds is, if necessary,
conditional on Shareholder approval to increase Aquarius` authorised
capital and for the purposes of the ASX Listing Rules.
Further announcement
A further announcement will be released after the final calculation of the Base
Share Price, expected to be on or around Thursday 9 April 2009.
Offering circular
An Offering Circular is anticipated to be approved by the JSE in order to effect
the issue and listing of the Bonds.
General
The Proposed Convertible Bond Issue will be managed by RMB. Participation in the
Proposed Convertible Bond Issue will only be available to persons who may
lawfully be, and are, invited to participate by RMB. Aquarius shareholders,
including those investors participating in the Placing, will be given the
opportunity to subscribe for Convertible Bonds on the same terms as RMB and will
be treated preferentially in the allocation process. Completion of the
Convertible Bond Issue is expected to take place on or around 11 May 2009,
subject to customary closing conditions.
Rand Merchant Bank, a division of FirstRand Bank Limited, is acting as the Sole
Manager and Underwriter for the issue and placement of the Bonds.
Contacts
Aquarius Platinum Limited:
Stuart Murray, CEO +27 (0)11 455 2050
Willi Boehm, Company Secretary +61 (0)8 9367 5211
Nicholas Bias, IR +41 (0)79 888 1642
Rand Merchant Bank:
Barry Martin +27 (0)11 282 8118
Justin Bothner +27 (0)11 282 4150
Email: AQP_convertible@rmb.co.za
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 any offer or solicitation to purchase or subscribe for securities
of Aquarius in the United States, Canada or Japan or any jurisdiction in which
such an offer or solicitation is unlawful. In particular, the Convertible Bonds
and the Placing Shares 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
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. No public offering of
securities of Aquarius will be made in the United States.
In the United Kingdom this announcement is directed exclusively at persons who
fall within Article 19 or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 or to whom this announcement may otherwise be
directed without contravention of section 21 of the Financial Services and
Markets Act 2000. The investments referred to in this announcement shall be
issued only to such persons.
This announcement is not intended to be nor does it constitute an offer for sale
or subscription to the public as contemplated under Chapter VI of the South
African Companies Act No. 61 of 1973. South African residents are not permitted
to acquire the Bonds in terms of South African exchange control rules as
administered by the South African Reserve Bank.
This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful.
Date: 26/03/2009 11:47:46 Produced by the JSE SENS Department.
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