| Tue 31 Mar 2009, 7:42 | | AQP - Aquarius Platinum Limited - Publication of Prospectus |
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AQP
AQP
AQP - Aquarius Platinum Limited - Publication of Prospectus
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 SECURITIES 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.
31 March 2009
Aquarius Platinum Limited
Publication of Prospectus
Further to the announcements on 26 March 2009 of the Placing and fully
underwritten Proposed Rights Issue, Aquarius Platinum Limited ("Aquarius" or the
"Company") announces that two copies of the related Prospectus have been
submitted to the UK Listing Authority (the "UKLA") and will shortly be available
for inspection at the UKLA`s Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. no. + 44 (0) 20 7066 1000
A full version of the Prospectus will be made available on Aquarius` website
www.aquariusplatinum.com in due course.
Terms used in this announcement shall have the same meaning as the defined terms
used in the announcement on 26 March 2009 announcing the Placing and the
Proposed Rights Issue, unless otherwise defined.
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, many 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 any 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 the section entitled "Risk Factors" set out in
the Prospectus for further information in this regard.
The forward-looking statements contained in this announcement speak only
as of the date of this announcement 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 therefore 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.
The distribution of this announcement and the offering of the Placing
Shares, the Nil Paid Rights, the DI Nil Paid Rights and the Rights Issue
Shares (collectively, the "Securities") 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 the Securities or possession or
distribution of this announcement or any other offering or publicity material
relating to the Securities 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 the Securities 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
Securities.
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 the 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,
the Securities. 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 Securities 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 Securities 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 Securities 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 Securities 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 Securities 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 Securities 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
Securities 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 Securities 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. The Placing 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 Placing 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.
Date: 31/03/2009 07:42:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
