| Tue 12 May 2009, 8:30 | | AQP - Aquarius Platinum Limited - Rule 2.10 And Rule 8 Announcement and |
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AQP AQPB
AQP AQPB
AQP - Aquarius Platinum Limited - Rule 2.10 And Rule 8 Announcement and
Announcement of Satisfaction of the Pre-Condition to the Offer for Ridge
Mining Plc ("Ridge") in Relation to the Equity Capital Raising and the
Private Placement of Bonds
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
("Aquarius" or "the Company")
ASX / LSE / JSE JOINT ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
12 May 2009
RULE 2.10 AND RULE 8 ANNOUNCEMENT AND ANNOUNCEMENT OF SATISFACTION OF THE PRE-
CONDITION TO THE OFFER FOR RIDGE MINING PLC ("RIDGE") IN RELATION TO THE EQUITY
CAPITAL RAISING AND THE PRIVATE PLACEMENT OF BONDS
As announced on 5 May 2009, pursuant to the new issue of AQPB convertible bonds
of R10,000.00 each (the "Bonds") by way of private placement (the "Private
Placement") on 11 May 2009, dealings in the Bonds commenced on 11 May 2009.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the
"Takeover Code"), Aquarius announces that, as at the close of business on 11 May
2009, and following the issue of the Bonds on 11 May 2009, it has in issue
65,000 convertible bonds of R10,000.00 each, ISIN reference ZAE000134540.
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, `interested` directly or indirectly in 1% or more of any class of
`relevant securities` of the Company, all `dealings` in any `relevant
securities` of the Company (including by means of an option in respect of, or a
derivative referenced to, any such `relevant securities`) must be publicly
disclosed by no later than 3.30 pm (GMT) on the London business day following
the date of the relevant transaction.
The Bonds are relevant securities. Accordingly, under Rule 8.3 of the Takeover
Code, any person who is interested in 1% or more of the Bonds (or who is
interested in any Bonds and is also interested in 1% or more of any other class
of relevant securities of Aquarius) at midnight on 11 May 2009, must disclose
their interests in all of the Company`s relevant securities by no later than
3.30pm on 12 May 2009. Subsequent dealings in the Bonds (or other relevant
securities of Aquarius or Ridge) may similarly require disclosure. Further
details are set out in the notes to this announcement. If holders of Bonds are
in any doubt as to the action they should take, they should consult the Takeover
Panel.
Rules 8.1 and 38.5(b) of the Takeover Code should be applied accordingly,
mutatis mutandis.
For the avoidance of doubt, there is no requirement under Rule 38.5(a) of the
Takeover Code for a connected exempt principal trader which has been granted
recognised intermediary status and which is acting in a client serving capacity
to disclose either (i) dealings in the Bonds or (ii) the subscription for the
Bonds under the Private Placement.
The equity raising by Aquarius through a placement and rights issue of Aquarius
shares (the "Equity Capital Raising") and the Private Placement of Bonds have
now both completed. Accordingly the pre-condition to the offer for Ridge in
relation to the Equity Capital Raising and the Private Placement of Bonds has
been satisfied.
Terms used in this announcement but not otherwise defined shall have the same
meanings as set out in the prospectus published by Aquarius on 31 March 2009.
Enquiries:
Aquarius
In the UK & South Africa
Nick Bias
Tel: +41 (0)79 888 1642
In Australia:
Willi Boehm
Tel: +61 (0)8 9367 5211
The securities mentioned herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "Securities Act").
The securities may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the Securities Act. There
will be no public offer of securities in the United States.
It is expected that the Aquarius shares proposed to be issued in connection with
the possible acquisition of Ridge Mining plc would be issued in reliance upon
the exemption from the registration requirements of the Securities Act provided
by Section 3(a)(10) thereof. This transaction has not been approved or
disapproved by the US Securities and Exchange Commission (the "Commission"), nor
has the Commission or any US state securities commission passed upon the merits
or fairness of the transaction nor upon the adequacy or accuracy of the
information contained in this document. Any representation to the contrary is a
criminal offence in the United States. The announcement has been prepared in
accordance with English law and the Code and information disclosed may not be
the same as that which would have been prepared in accordance with the laws of
jurisdictions outside England.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (GMT) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Aquarius or Ridge, they will be deemed to be a single person for
the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(GMT) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel`s website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the Panel.
A copy of this announcement will be available on Aquarius` website
(www.aquariusplatinum.com).
Date: 12/05/2009 08:30:04 Produced by the JSE SENS Department.
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