| Tue 28 Apr 2009, 12:11 | | AQP - Aquarius Platinum - Bond Denomination For Floating Rate Senior Secured |
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AQP
AQP
AQP - Aquarius Platinum - Bond Denomination For 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 28 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA OR JAPAN
BOND DENOMINATION FOR FLOATING RATE SENIOR SECURED CONVERTIBLE BONDS
Bond denomination
Further to the announcement of 14 April 2009 regarding the availability of the
preliminary offering circular ("Offering Circular") setting out details of the
proposed issue, private placement and listing for up to ZAR650 million floating
rate senior secured convertible bonds ("Bonds") (the "Bond Issue"), Aquarius
announces that due to JSE system requirements the minimum denomination per Bond,
originally ZAR1 million, will change to a smaller denomination of ZAR10,000 per
Bond. As such, the number of shares into which an individual Bond can currently
be converted into is 262, being ZAR10,000 divided by the initial conversion
price of ZAR38.13 (the "Conversion Price") (a 25% premium to the base share
price of ZAR30.51) and rounded down to the nearest one share. Where more than
one Bond is converted by an investor, the number of shares into which the Bonds
can be converted will be determined by dividing the aggregate principal amount
of the Bonds being converted by that investor by the Conversion Price and
rounding down to the nearest one share. The minimum subscription amount, and
increments thereafter, will remain ZAR1 million. All other terms and conditions
as set out in the Offering Circular are unchanged.
General
The Bond Issue will be managed by Rand Merchant Bank, a division of FirstRand
Bank Limited ("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. 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.
In member states of the European Economic Area ("EEA"), this announcement and
any offer if made subsequently is directed only at persons who are "qualified
investors" within the meaning of Article 2(1)(e) of the Directive 2003/71/EC
(the "Prospectus Directive") ("qualified investors"). Any person in the EEA who
acquires the Bonds in any offer (an "investor") or to whom any offer of Bonds is
made will be deemed to have represented and agreed that it is a qualified
investor. Any investor will also be deemed to have represented and agreed that
any Bonds acquired by it in the offer have not been acquired on behalf of
persons in the EEA other than qualified investors or persons in the UK and other
Member States (where equivalent legislation exists) for whom the investor has
authority to make decisions on a wholly discretionary basis, nor have the Bonds
been acquired with a view to their offer or resale in the EEA to persons where
this would result in a requirement for publication by Aquarius, Aquarius
Platinum (South Africa) (Proprietary) Limited ("AQPSA") or RMB of a prospectus
pursuant to Article 3 of the Prospectus Directive. Aquarius, AQPSA or RMB and
any of their respective affiliates, and others will rely upon the truth and
accuracy of the foregoing representations and agreements.
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: 28/04/2009 12:11:21 Produced by the JSE SENS Department.
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