| Wed 6 May 2009, 17:39 | | AQPB - Aquarius - Listing Of ZAR650 Million Floating Rate Senior Secured |
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JSE
AQPB
AQPB - Aquarius - Listing Of ZAR650 Million Floating Rate Senior Secured
Convertible Bonds
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share Code JSE: AQPB
ISIN Code: ZAE000134540
("Aquarius" or the "Company")
Wednesday 6 May 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA OR JAPAN
LISTING OF ZAR650 MILLION FLOATING RATE SENIOR SECURED CONVERTIBLE BONDS
Further to the announcement issued by Aquarius on 5 May 2009 relating to the
issue of ZAR650 million floating rate senior secured convertible bonds
("Bonds") (the "Bond Issue"), Aquarius is pleased to announce that 65,000
Bonds with a denomination of ZAR10,000 per Bond will list under share code
AQPB (ISIN Code: ZAE000134540, Abbreviated name: AquariusCvt) on the Main
Board of the JSE Limited on 11 May 2009.
Contacts
Aquarius Platinum Limited:
Willi Boehm +61 (0)8 9367 5211
Nick 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
RAND MERCHANT BANK (a division of FirstRand Bank Limited)("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: 06/05/2009 17:39:01 Produced by the JSE SENS Department.
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indirect, incidental or consequential loss or damage of any kind or nature,
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