| Fri 27 Mar 2009, 8:33 | | AQP - Aquarius Platinum Limited Possible Recommended All-Share Offer For Ridge |
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AQP
AQP
AQP - Aquarius Platinum Limited Possible Recommended All-Share Offer For Ridge
Mining Plc
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share code JSE: AQP
ISIN Code: BMG0440M1284
ASX / LSE / JSE JOINT ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
27 March 2009
Aquarius Platinum Limited Possible Recommended All-Share Offer for Ridge Mining
plc
On 26 March 2009 Aquarius Platinum Limited ("Aquarius") and Ridge Mining plc
("Ridge") announced that they expected to sign an implementation agreement (the
"Implementation Agreement") in connection with the possible acquisition of Ridge
by Aquarius (the "Acquisition") prior to 7.00am GMT on 27 March 2009.
Aquarius and Ridge can now confirm that the Implementation Agreement has been
signed in the form anticipated by yesterday morning`s announcement.
Under the terms of the Implementation Agreement, and subject only to the
satisfaction or waiver of the pre-conditions as set out in yesterday morning`s
announcement, Aquarius has agreed to make an all share offer for the entire
issued and to be issued share capital of Ridge.
Based on the theoretical ex-rights and placing price of the Aquarius shares
following the equity capital raising and convertible issuance announced by
Aquarius yesterday morning, the parties have agreed that there will be no
adjustment to the exchange ratio, and therefore Aquarius and Ridge are pleased
to confirm that the final exchange ratio is agreed at 1 Aquarius share for every
2.75 Ridge shares.
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Code and shareholders are advised that, even
if the Pre-Conditions are satisfied or waived, there can be no certainty under
the Code that any offer to acquire Ridge Shares will be made. However, pursuant
to the Implementation Agreement Aquarius and Ridge have agreed between
themselves, subject to certain terms and conditions typical for such a
transaction, to proceed with the Acquisition if the Pre-Conditions are satisfied
or waived.
For clarity, Aquarius reserves the right to waive the Pre-Conditions at any
time. In addition, Aquarius reserves the right, if the Pre-Conditions are not
satisfied or waived, not to make an offer for Ridge.
Capitalised terms used but not otherwise defined in this announcement have the
meaning given to them in the announcement dated 26 March 2009.
Enquiries:
Aquarius Ridge
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 & nominated adviser to
Tel: +61 (0)8 9367 5211 Ridge
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
Vosloo Tredway
Tel: 27 (0)11 282 8000 Tel: +44 (0)20 7429 6604
Lazard
Peter Kiernan, Spiro Youakim
or Chris Seherr-Thoss
Tel:+44 (0)20 7187 2000
Merrill Lynch
Andrew Osborne or Will Smith
Tel:+44 (0)20 7628 1000
Euroz Securities
Doug Young
Tel:+ 61 (0)8 9488 1400
This announcement is not for distribution, directly or indirectly in or into the
United States (including its territories and dependencies, any State of the
United States and the District of Columbia), Canada or Japan. 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.
RMB 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 RMB or
providing advice in relation to the matters referred to in this announcement.
Lazard 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 or
providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets 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.
Merrill Lynch is acting exclusively for Aquarius and no one else and will not be
responsible to anyone other than Aquarius for providing the protections afforded
to clients of Merrill Lynch or providing advice in relation to any of the
matters referred to in this announcement.
Euroz Securities 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 Euroz Securities or providing advice in relation to the matters
referred to in this announcement.
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 per cent. 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 (GMT) 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
(GMT) 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.
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: 27/03/2009 08:33:36 Produced by the JSE SENS Department.
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