| Fri 15 May 2009, 8:15 | | AQP - Aquarius Platinum Limited - Extension of implementation agreement and |
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AQP
AQP
AQP - Aquarius Platinum Limited - Extension of implementation agreement and
irrevocable undertakings to 29 May 2009
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
ASX / LSE / JSE 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
15 May 2009
EXTENSION OF IMPLEMENTATION AGREEMENT AND IRREVOCABLE UNDERTAKINGS TO 29 MAY
2009
Further to the announcement by Ridge Mining plc ("Ridge") yesterday that it
has entered into loan agreements for the funding of the Blue Ridge mine,
Aquarius Platinum Limited ("Aquarius") announces that it has agreed
extensions to (i) the implementation agreement that it entered into with
Ridge on 26 March 2009 (the "Implementation Agreement") in relation to the
takeover offer by Aquarius for the entire issued and to be issued share
capital of Ridge (the "Possible Acquisition") and (ii) the irrevocable
undertakings to vote in favour of the Possible Acquisition given by Blackrock
Investment Management (UK) Ltd. and Gold Mountains (H.K.) International
Mining Company Ltd. (a wholly owned subsidiary of Zijin Mining Group Co.
Ltd.).
The Implementation Agreement contained a requirement for an announcement
pursuant to Rule 2.5 of the UK Takeover Code in relation to the Proposed
Acquisition to be released on or prior to 15 May 2009 (the "Rule 2.5
Announcement") in order for a scheme of arrangement in relation to the
Proposed Acquisition (the "Scheme") to proceed. This date has now been
extended to 29 May 2009.
The irrevocable undertakings given by Blackrock Investment Management (UK)
Ltd. and Gold Mountains (H.K.) International Mining Company Ltd. in relation
to 10,120,000 and 18,423,000 Ridge shares respectively (being in aggregate
31.0 per cent. of Ridge`s issued ordinary share capital) have also been
extended to 29 May 2009. Accordingly, these irrevocable undertakings will
lapse if the Rule 2.5 Announcement is not released on or prior to 29 May
2009, or if the Scheme does not become effective, lapses or is withdrawn. In
addition, the irrevocable undertaking given by Blackrock Investment
Management (UK) Ltd. will also lapse on 31 October 2009 or if a higher
competing offer is made by a third party.
The irrevocable undertakings given by the directors of Ridge to vote in
favour of the Proposed Acquisition, being in respect of an aggregate
1,540,017 Ridge shares which represent approximately 1.7 per cent. of the
existing issued ordinary share capital, also remain in full force and effect.
These irrevocable undertakings will lapse if the Implementation Agreement is
terminated or if the Scheme does not become effective, lapses or is
withdrawn.
As announced by Ridge yesterday, the parties are endeavouring to satisfy the
conditions precedent to the Blue Ridge funding, including South African
Reserve Bank approval, as soon as practicable. The obligation on Aquarius to
release the Rule 2.5 Announcement is conditional on the arrangement, on terms
satisfactory to Aquarius acting reasonably in its absolute discretion, of
sufficient bridge funding for the continued operation of the Blue Ridge mine.
As announced previously, the only other precondition to release of the Rule
2.5 Announcement, relating to Aquarius` capital raising, has been satisfied.
Enquiries:
Aquarius In Australia:
In the UK & South Africa Willi Boehm
Nick Bias Tel: +61 (0)8 9367 5211
Tel: +41 (0)79 888 1642
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK 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 UK 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 UK 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: 15/05/2009 08:15:02 Produced by the JSE SENS Department.
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