| Thu 26 Mar 2009, 17:52 | | AQP - Aquarius Platinum Limited - Announcement pursuant to the rights issue |
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AQP
AQP
AQP - Aquarius Platinum Limited - Announcement pursuant to the rights issue
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share code JSE: AQP
ISIN Code: BMG0440M1284
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR RIGHTS REFERRED TO IN THIS
ANNOUNCEMENT PURSUANT TO THE RIGHTS ISSUE EXCEPT ON THE BASIS OF INFORMATION IN
THE PROSPECTUS TO BE PUBLISHED BY AQUARIUS PLATINUM LIMITED IN CONNECTION WITH
THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION,
BE AVAILABLE FROM THE COMPANY`S REGISTERED OFFICE DURING NORMAL BUSINESS HOURS.
26 March 2009
Aquarius Platinum Limited announces result of Placing and terms of Rights Issue
Further to the announcement earlier today, Aquarius Platinum Limited ("Aquarius"
or the "Company") is pleased to announce the successful completion of the
placing announced earlier today (the "Placing"), subject, amongst other things,
to admission to secondary listing of the Placing Shares on the Official List of
the UKLA (expected to occur on 31 March 2009).
A total of 46,330,000 new common shares of 5 US cents each in the Company (the
"Placing Shares") have been placed by Merrill Lynch International and Euroz
Securities Limited at a price of 180 pence, or AUD3.75 per Placing Share (the
"Placing Price"), raising gross proceeds of approximately GBP83.4 million. The
Placing Shares being issued represent approximately 14.2 per cent. of Aquarius`
issued ordinary share capital prior to the Placing.
Such new shares will rank pari passu with the existing common shares of 5 US
cents each in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such shares after the date of issue of the Placing Shares and will also be
entitled to participate in the Rights Issue (referred to below).
Application will be made to ASX for quotation of the Placing Shares on ASX. It
is expected that dealings on ASX in the Placing Shares will commence at 10.00
a.m. (AWST) on 2 April 2009.
Application will be made to the UK Listing Authority and to the London Stock
Exchange for the Placing Shares to be admitted to a secondary listing on the
Official List of the UK Listing Authority and to trading on the main market for
listed securities of the London Stock Exchange, respectively. It is expected
that admission of the Placing Shares will become effective and that dealings on
the London Stock Exchange in the Placing Shares will commence at 8.00 a.m.
(London time) on 31 March 2009.
Rights Issue
Further to the announcement earlier today, Aquarius is pleased to announce a
fully underwritten 1 for 9 Rights Issue to raise gross proceeds of approximately
GBP47.7 million, through the issue of 41,491,737 new common shares (the "Rights
Issue Shares"), representing 10.0 per cent. of the enlarged issued ordinary
share capital of Aquarius, at a price of 115 pence per new common share (the
"Rights Issue").
The Rights Issue Shares will, when issued and fully paid, rank pari passu with
the existing common shares of 5 US cents each in the capital of the Company,
including the right to receive all dividends and other distributions declared,
made or paid on or in respect of such shares after the date of issue of the
Rights Issue Shares.
Under the Rights Issue, the Company proposes to offer Rights Issue Shares at
AUD2.39 per Existing Share to all Qualifying Australian Shareholders (other
than, subject to certain exceptions, Restricted Shareholders), 115 pence per
Existing Share to all Qualifying UK Shareholders (other than, subject to certain
exceptions, Restricted Shareholders) and ZAR15.83 per Existing Share to all
Qualifying South African Shareholders (other than, subject to certain
exceptions, Restricted Shareholders), (the "Issue Price") on the basis of 1
Rights Issue Share for every 9 existing shares that each Qualifying Shareholder
holds at the close of business on the Applicable Record Date.
The Issue Price for Qualifying Australian Shareholders of AUD2.39 per Rights
Issue Share represents a 36.1 per cent. discount to the Placing Price of AUD3.75
per share on 26 March 2009 and a 33.7 per cent. discount to the theoretical ex-
rights price based on the Placing Price.
The Issue Price for Qualifying UK Shareholders of 115 pence per Rights Issue
Share represents a 36.1 per cent. discount to the Placing Price of 180 pence per
share on 26 March 2009 and a 33.7 per cent. discount to the theoretical ex-
rights price based on the Placing Price.
The Issue Price for Qualifying South African Shareholders of ZAR15.83 per Rights
Issue Share represents a 36.1 per cent. discount to the equivalent Placing Price
of ZAR24.77 per share on 26 March 2009 and a 33.7 per cent. discount to the
theoretical ex-rights price based on the Placing Price.
The Rights Issue is fully underwritten by Merrill Lynch International, Global
Coordinator and Bookrunner and Euroz Securities Limited, Co-Lead Manager and is
subject to the satisfaction or waiver of certain customary conditions, including
the admission of the Rights Issue Shares (nil paid) to secondary listing on the
Official List of the UKLA and to trading on the main market for listed
securities of the London Stock Exchange ("UK Admission").
A prospectus, prepared in accordance with the Prospectus Rules of the UK Listing
Authority, concerning the Rights Issue will be sent to shareholders. Further
details of the Rights Issue are set out in the Prospectus, which will also be
made available on Aquarius` website www.aquariusplatinum.com in due course.
Further Information on the Rights Issue
Application will be made to ASX for quotation of the Rights Issue Shares. It is
expected that trading in the rights on ASX will commence at 10.00 a.m. (AWST) on
3 April 2009.
Application will be made to the UK Listing Authority and to the London Stock
Exchange for UK Admission of the Rights Issue Shares. It is expected that UK
Admission will become effective and that dealings on the London Stock Exchange
in the Rights Issue Shares (nil paid) will commence at 8.00 a.m. (London time)
on 3 April 2009.
Application will be made to the JSE for the Rights Issue Shares to be admitted
to listing and trading on the Main Board of the JSE. It is expected that trading
in rights will commence at 9.00 a.m. (CAT) on 3 April 2009.
Additional information
This announcement should be read in conjunction with the announcement of the
placing and proposed rights issue released earlier today. Defined terms used in
that announcement shall have the same meaning(s) when used in this announcement,
Contacts
Aquarius Platinum Limited
Stuart Murray, CEO +27 11 455 2050
Willi Boehm, Company Secretary +61 8 9367 5211
Nicholas Bias, IR +41 79 888 1642
Merrill Lynch International
Andrew Osborne +44 20 7628 1000
Rupert Hume-Kendall +44 20 7628 1000
Euroz Securities Limited
Doug Young +61 8 9488 1400
The statements contained in this announcement that are not historical facts are
"forward-looking" statements. These forward-looking statements are subject to a
number of risks and uncertainties, may of which are beyond Aquarius` control and
all of which are based on Aquarius` current beliefs and expectations about
future events. Forward-looking statements are typically identified by the use
of forward-looking terminology such as "believes", "expects", "may", "will",
"could", "should", "intends", "estimate", "plans", "assumes" or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. In addition,
from time to time, Aquarius or its representatives have made or may make
forward-
looking statements orally or in writing. Furthermore, such forward-looking
statements may be included in, but are not limited to, press releases or oral
statements made by or with the approval of an authorised executive officer of
Aquarius. These forward-looking statements and other statements contained in
this document and the information incorporated by reference into this document
regarding matters that are not historical facts involve predictions. No
assurance can be given that such future results will be achieved; actual events
or results may differ materially as a result of risks and uncertainties facing
the Aquarius Group. Such risks and uncertainties could cause actual results to
vary materially from the future results indicated, expressed or implied in such
forward-looking statements. Please refer to "Risk Factors" set out in Appendix
II to the announcement published this morning announcing the placing and a
proposed rights issue for further information in this regard.
The forward-looking statements contained in this document speak only as of the
date of this document and neither Aquarius nor Merrill Lynch nor Euroz
undertakes any duty to, and will not necessarily, release publicly and updates
or revisions to any forward-looking statements contained here to reflect any
change in Aquarius` expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based, except to the
extent required by applicable law, the Australian Corporations Act, the ASX
Listing Rules, the Prospectus Rules, the UK Listing Rules and the Disclosure and
Transparency Rules, JSE Listing Requirements and the South African Companies
Act.
This announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
This announcement has been issued by and is the sole responsibility of Aquarius.
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
Merrill Lynch, Euroz or by any of their respective 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 therefor is expressly
disclaimed.
Both Merrill Lynch and Euroz are acting exclusively for Aquarius and for no-one
else in connection with the Placing and Proposed Rights Issue, and will not
regard any other person as a client in relation to the Placing or the Proposed
Rights issue and will not be responsible to anyone other than Aquarius for
providing the protections afforded to clients of either Merrill Lynch or Euroz
nor for providing advice in relation to the Placing or Proposed Rights Issue or
any other matter referred to in this announcement (including the Appendices).
The distribution of this announcement and the offering of the Placing Shares and
the Rights Issue Shares (together, the "Shares") in certain jurisdictions may be
restricted by law. No action has been taken by Aquarius or Merrill Lynch or
Euroz that would permit an offering of such shares or possession or distribution
of this announcement or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by Aquarius,
Merrill Lynch and Euroz to inform themselves about, and to observe such
restrictions.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the Shares.
This announcement is not a prospectus for the purposes of the Australian
Corporations Act and may not contain all of the information that an Australian
investor may find in a prospectus prepared in accordance with the Australian
Corporations Act which may be required in order to make an informed investment
decision regarding, or about the rights attaching to, Placing Shares. As no
prospectus will be lodged with the Australian Securities & Investments
Commission ("ASIC") or otherwise prepared in accordance with the Australian
Corporations Act in respect of the Placing, the Placing Shares will only be
offered or issued to persons in Australia to whom an offer of shares for issue
may be made without a prospectus under Part 6D.2 of the Australian Corporations
Act or to persons outside Australia in accordance with the laws of any other
applicable jurisdiction. If you are located in Australia, you confirm and
warrant that you are a person to whom an offer of securities may be made under
section 708(8) or 708(11) of the Australian Corporations Act such that any offer
or invitation to you does not require a prospectus or other form of disclosure
document under the Australian Corporations Act and you agree that you will not
offer to sell the Placing Shares to any person that is not a sophisticated or
professional investor under section 708(8) or 708(11) of the Australian
Corporations Act until the day after a notice is lodged by the Company with ASX
that complies with subsections 708A(5)(e) and (6) of the Australian Corporations
Act.
This announcement is not a prospectus for the purposes of the New Zealand
Securities Act 1978 (NZ) and may not contain all of the information that a New
Zealand investor may find in a prospectus prepared in accordance with the New
Zealand Securities Act 1978 (NZ) which may be required in order to make an
informed investment decision regarding, or about the rights attaching to,
Shares. As no prospectus will be lodged with the New Zealand Companies Office
or otherwise prepared in accordance with New Zealand law in respect of the
Placing or Rights Issue, the Shares will only be offered or issued to persons in
New Zealand to whom an offer of shares for issue may be made without a
prospectus under the New Zealand Securities Act 1978 (NZ) or to persons outside
New Zealand in accordance with the laws of any other applicable jurisdiction. If
you are located in New Zealand, you confirm and warrant that you are a person to
whom an offer of securities may be made under section 3(2)(ii) of the New
Zealand Securities Act 1978 (NZ) such that any offer or invitation to you does
not require a prospectus or other form of disclosure document under the New
Zealand Securities Act 1978 (NZ) and you acknowledge that any Shares allotted to
you are not being allotted with a view to them being offered for sale to the
public in New Zealand and further warrant that if in the future you elect to
directly or indirectly sell or offer any of the Shares allotted to you, you
undertake not to do so in a manner which will, or is likely to, result in a
contravention of the New Zealand Securities Act 1978 (NZ) or may result in the
Company or the Bookrunner or Co-Lead Manger incurring liability.
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 an offer or solicitation to purchase or subscribe for shares in the
capital of Aquarius in the United States, Canada or Japan or any jurisdiction in
which such an offer or solicitation is unlawful. In particular, the 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 or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act. Subject to exceptions, the Shares
referred to in this announcement are being offered and sold only outside the
United States in accordance with Regulation S under the Securities Act. No
public offering of securities of Aquarius will be made in the United States.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with, or registered by Investments Commission or the Japanese
Ministry of Finance; and the Shares have not been, and nor will they be,
registered under or offered in compliance with the securities laws of any state,
province or territory of Canada or Japan. Accordingly, the Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into Canada or
Japan.
This announcement relates to an Exempt Offer in accordance with the Offered
Securities Rules of the Dubai Financial Services Authority ("DFSA"). This
announcement is intended for distribution only to persons of a type specified in
the Offered Securities Rules of the DFSA. It must not be delivered to, or
relied on by, any other person. The DFSA has no responsibility for reviewing or
verifying any documents in connection with Exempt Offers. The DFSA has not
approved this announcement nor taken steps to verify the information set forth
herein and has no responsibility for this announcement.
This announcement does not constitute a prospectus within the meaning of
Articles 652a and 1156 of the Swiss Code of Obligations or a listing prospectus
according to Article 32 of the Listing Rules of the SWX Swiss Exchange. The
Shares will not be listed on the SWX Swiss Exchange and, therefore, this
announcement does not comply with the disclosure standards of the Listing Rules
of the SWX Swiss Exchange. Accordingly, the Shares may not be offered to the
public in or from Switzerland, except to a selected and limited group of
investors, who do not subscribe the Shares with a view to distribution to the
public.
Neither the content of Aquarius` website nor any website accessible by
hyperlinks on Aquarius` website is incorporated in, or forms part of, this
announcement.
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN AUSTRALIA
Each of the times and dates in the table below is indicative only and may be
subject to change.
2009
Suspension of removals of Common 26 March
Shares from the Australian Share
Register begins
Placing and Rights Issue 27 March
announcement (and Rights Issue
Cleansing Notice and Appendix 3B
lodged with ASX)
Prospectus/offer document lodged 30 March
with ASX
Existing Shares quoted on an ``ex- 10.00 a.m. on 3
rights`` basis on ASX April
Trading in Nil Paid Rights commences 10.00 a.m. on 3
on ASX April
Australia Record Date for Close of business
entitlement under the Rights Issue on 9 April
for Qualifying Australian
Shareholders
Despatch of this document and 15 April
Entitlement and Acceptance Form to
Qualifying Australian Shareholders
Expected date of publication of 4.15 p.m. on 21
supplementary prospectus containing April
Aquarius` consolidated financial
statements for the quarter ended 31
March 2009
Trading in Nil Paid Rights ends on 22 April
ASX
Rights Issue Shares quoted on ASX on 10.00 a.m. on 23
a deferred settlement basis April
Latest time and date for acceptance 5.00 p.m. on 29
and payment in full in Australia in April
respect of the Rights Issue
Issue date of New Common Shares, 4.15 p.m. on 6 May
deferred settlement trading ends and
allotment confirmations confirming
the issue of New Common Shares
despatched
Trading in Rights Issue Shares 10.00 a.m. on 7 May
commence on ASX
Suspension of removals of Common 10.00 a.m. on 7 May
Shares from the Australian Share
Register ends
Notes:
(1) Each of the times and dates set out in the expected timetable of principal
events above and mentioned throughout this document may be adjusted by Aquarius
in consultation with Merrill Lynch International and Euroz, as co-underwriters,
in which event details of the new times and dates will be notified to the ASX,
UK Listing Authority, the London Stock Exchange (through a Regulatory
Information Service), the JSE and, where appropriate, Qualifying Shareholders.
(2) References to times in this timetable are to AWST unless otherwise stated.
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UK
Each of the times and dates in the table below is indicative only and may be
subject to change.
2009
Suspension of removals of Common 26 March
Shares from the UK Share Register
Placing and Rights Issue 26 March
announcement
Placing Shares Admission 8.00 a.m. on 31
March
Dealings in Placing Shares, fully 8.00 a.m. on 31
paid, commence on London Stock March
Exchange
UK Record Date for entitlement under Close of business
the Rights Issue for Qualifying UK 31 March
Shareholders
UK Admission and start of rights 8.00 a.m. on 3
offer period in the UK April
Dealings in Nil Paid Rights commence 8.00 a.m. on 3
on the London Stock Exchange April
Existing Shares marked ``ex-rights`` 8.00 a.m. on 3
by the London Stock Exchange April
Expected date of publication of 5.15 a.m. on 21
supplementary prospectus containing April
Aquarius` consolidated financial
statements for quarter ended 31
March 2009
Last day for acceptance and payment 11.00 a.m. on 29
through CREST from Qualifying DI April
Holders
Latest time and date for acceptance, 11.00 a.m. on 29
payment in full and registration of April
renunciation of Provisional
Allotment Letters in the UK
Dealings in Rights Issue Shares, by 8.00 a.m. on 30
fully paid, commence on the London April
Stock Exchange
CREST stock accounts credited with 8.00 a.m. on 1 May
New Depositary Interests
Suspension of removals of Common 8.00 a.m. 7 May
Shares from the UK Share Register
ends
Notes:
(1) Each of the times and dates set out in the expected timetable of principal
events above and mentioned throughout this document may be adjusted by Aquarius
in consultation with Merrill Lynch International and Euroz, as co-underwriters
in which event details of the new times and dates will be notified to the ASX,
UK Listing Authority, the London Stock Exchange (through a Regulatory
Information Service), the JSE and, where appropriate, Qualifying Shareholders.
(2) References to times in this timetable are to London Time unless otherwise
stated.
APPENDIX III
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA
Each of the times and dates in the table below is indicative only and may be
subject to change.
2009
Suspension of removals of Common 26 March
Shares from the South African Share
Register begins
Placing and Rights Issue 26 March
announcement
Last day to trade Common Shares on 5.00 p.m. on 2
the JSE to qualify to participate in April
the Rights Issue
Listing and trading of Letters of 9.00 a.m. on 3
Allocation on the JSE, commencement April
of trading of Existing Shares (ex-
rights) on the JSE
South African Record Date Close of business 9
April
Dealings in Nil Paid Rights 9.00 a.m. on 14
commences on the JSE April
Last day for Qualifying South 12.00 noon on 17
African Shareholders who hold Common April
Shares in certificated form to lodge
Form of Instruction with the South
African Registrar in respect of the
sale of their Nil Paid Rights
Last day to trade Letters of 4.00 p.m. on 20
Allocation on the JSE to participate April
in the Rights Issue
Expected date of publication of 7.15 a.m. on 21
supplementary prospectus containing April
Aquarius` consolidated financial
statements for the quarter ended 31
March 2009
Dealings in Rights Issue Shares 9.00 a.m. on 21
commences on the JSE April
Record date for Letters of Close of business
Allocation in South Africa on 29 April
Rights Issue closes in South Africa 12.00 noon on 29
and payment to be made and Form of April
Instruction lodged by Qualifying
South African Shareholders who hold
New Common Shares in certificated
form with the South African Transfer
Secretaries other than in respect of
the sale of their Nil Paid Rights
CSDP/Broker accounts credited with 9.00 a.m. on 30
Rights Issue Shares and debited with April
any payments due in respect of
Dematerialised Shares
Suspension of removals of Common 9.00 a.m. on 7 May
Shares from the South African
Register ends
Notes:
(1) Where required, changes will be published on SENS.
(2) References to times in this timetable are to CAT, unless otherwise stated.
Date: 26/03/2009 17:52:08 Produced by the JSE SENS Department.
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