| Tue 5 May 2009, 11:35 | | AQP - Aquarius Platinum Limited - Issue of ZAR650 million floating rate senior |
|
AQP
AQP
AQP - Aquarius Platinum Limited - Issue of 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 5 May 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA OR JAPAN
ISSUE OF ZAR650 MILLION FLOATING RATE SENIOR SECURED CONVERTIBLE BONDS
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 of up to ZAR650 million floating
rate senior secured convertible bonds ("Bonds") (the "Bond Issue"), Aquarius is
pleased to announce that Rand Merchant Bank, a division of FirstRand Bank
Limited ("RMB") has elected to exercise their entitlement to upscale the issue
size for the Bonds and consequently ZAR650 million floating rate senior secured
convertible bonds have been allocated. The private placement is now complete,
subject to customary closing conditions, and a listing of the Bonds on the Main
Board of the JSE Limited is expected to take place on or around 11 May 2009.
Contacts
Aquarius Platinum Limited:
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: 05/05/2009 11:35:08 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.
