| Tue 14 Apr 2009, 9:28 | | AQP - Aquarius Platinum - Preliminary offering circular for up to ZAR650 Million |
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AQP
AQP
AQP - Aquarius Platinum - Preliminary offering circular for up to ZAR650 Million
Floating Rate 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")
Tuesday 14 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA OR JAPAN
PRELIMINARY OFFERING CIRCULAR FOR UP TO ZAR650 MILLION FLOATING RATE SENIOR
SECURED CONVERTIBLE BONDS
Offering circular
Pursuant to the announcement of a proposed convertible bond issue announced
on 26 March 2009, Aquarius announces that the preliminary offering circular
("Offering Circular") setting out details of the proposed issue, private
placement and listing of up to ZAR650 million floating rate senior secured
convertible bonds ("Bonds") (the "Bond Issue"), of which ZAR500 million will
be fully underwritten by Rand Merchant Bank, a division of FirstRand Bank
Limited ("RMB"), has been approved by the JSE Limited ("JSE"). The Offering
Circular is available, together with the requisite application forms and
timetable for subscription, from RMB at the email address listed below. The
Offering Circular will also be available on the Company`s website on or about
15 April 2009.
Base share price
The base share price for the Bonds will be ZAR30.51. The number of shares
which each Bond can be converted into is 26,226, being ZAR1m divided by the
conversion price of ZAR38.13 (a 25% premium to the base share price).
General
The Bond Issue will be managed by RMB. Participation in the Bond Issue will
only be available to persons who may lawfully be, and are, invited to
participate by RMB. Eligible Aquarius shareholders will be given the
opportunity to subscribe for Bonds on the same terms as RMB and will be
treated preferentially in the allocation process. To be eligible the shareholder
must qualify to participate in the Bond Issue in accordance with the selling
restrictions in the Offering Circular or otherwise be entitled to participate
in accordance with the laws of their jurisdiction as an exempt offeree without
the requirement for a formal disclosure document being registered or issued in
their jurisdiction. Note that due to JSE system requirements the minimum
denomination of the Bonds, currently ZAR1m, may change to a smaller
denomination. The minimum subscription amount will remain ZAR1m. Allocation
of the Bonds is expected to take place on or around 5 May 2009 and listing of
the Bonds is expected to take place on or around 11 May 2009, subject to
customary closing conditions.
RMB is acting as the sole manager and underwriter for the Bond Issue.
Contacts
Aquarius Platinum Limited:
Stuart Murray, CEO
Willi Boehm +61 (0)8 9367 5211
Nicholas Bias +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 an invitation to the public to subscribe for, or
purchase, the Bonds in any jurisdiction. The offering and placing of the
Bonds is subject to offering restrictions and is not intended to constitute an
offer to the public or a public offer for subscription for or purchase of the
Bonds in any jurisdiction including South Africa, the United States of America,
the United Kingdom, the European Economic Area, the Commonwealth of Australia
and Japan, nor are the Bonds offered in or into any jurisdiction where it is
illegal for the Bonds to be offered, made or accepted. Persons into whose
possession the Offering Circular or any Bonds come must inform themselves
about, and observe, any such restrictions. In particular the Bonds and the
Common Shares into which the Bonds may be converted have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") and may not be offered or sold in the United States or
to, or for the account or benefit of, US persons (as defined in Regulation S
under the Securities Act ("Regulation S")). The Bonds will be offered and sold
only in offshore transactions outside the United States in accordance with
Regulation S and, subject to certain exceptions, may not be offered, sold or
delivered within the United States or to, or for the account or benefit of,
US Persons.
In the United Kingdom this announcement is directed exclusively at persons
falling within Article 19 ("Investment professionals") or Article 49 ("high
net worth companies, unincorporated associations etc.") 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 (all such persons together
being referred to as "Relevant Persons"). This announcement must not be acted
on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant 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
permitted to acquire the Bonds in terms of, and in accordance with, the
provisions of Section H of the South African Exchange Control Rulings 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.
Lazard & Co., Limited ("Lazard") is acting as financial adviser to Aquarius in
connection with the Bond Issue and no-one else and will not be responsible to
anyone other than Aquarius for providing the protections afforded to clients
of Lazard or for providing advice in relation to the Bond Issue.
Date: 14/04/2009 09:28:57 Produced by the JSE SENS Department.
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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.
