| Tue 26 May 2009, 7:05 | | AQP - Aquarius Platinum Limited - Recommended All Share Offer For Ridge Mining |
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AQP
AQP
AQP - Aquarius Platinum Limited - Recommended All Share Offer For Ridge Mining
Plc ("Ridge") By Aquarius Platinum Limited ("Aquarius")
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share code JSE: AQP
ISIN Code: BMG0440M1284
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
26 May 2009
RECOMMENDED ALL SHARE OFFER FOR RIDGE MINING PLC ("RIDGE") BY AQUARIUS PLATINUM
LIMITED ("AQUARIUS")
Highlights
- Recommended all share offer by Aquarius for Ridge at an exchange ratio of 1
Aquarius share for every 2.75 Ridge Shares, as announced on 18 February 2009 and
confirmed on 27 March 2009.
- Values Ridge`s present issued share capital at approximately GBP96 million
(based on 287 pence per Aquarius Share, being the closing price on the London
Stock Exchange on 22 May 2009, the last practicable date prior to this
announcement, and a total number of Ridge Shares in issue of 92,065,533).
- Compelling strategic and commercial rationale for a combination of Aquarius
and Ridge.
- Aquarius has now received irrevocable undertakings to vote in favour of the
Acquisition and the Scheme in respect of, in aggregate, 32.7 per cent. of
Ridge`s issued ordinary share capital from the Ridge Directors, Gold Mountains
(H.K.) International Mining Company Ltd (a wholly owned subsidiary of Zijin
Mining Group Co. Ltd) and Blackrock Investment Management (UK) Ltd.
- The Aquarius Equity Capital Raising and Convertible Bond Issue have now
completed, raising in excess of US$260 million. Accordingly the Pre-Condition
in relation to the Equity Capital Raising and the Convertible Bond Issue has
been satisfied.
- Ridge`s 50 per cent. owned Blue Ridge Platinum (Pty) Limited has entered into
agreements to raise and refinance an aggregate amount of ZAR 527 million of
secured funding for the continued operation of the Blue Ridge Mine. The IDC and
the DBSA will provide new senior long term loan funding of ZAR 186 million to
the Blue Ridge Mine. The existing long term loan of ZAR 141 million (including
interest and charges accrued) provided by the DBSA remains in place but will now
rank equally, in terms of security, with the new facility.
- In addition, Blue Ridge Platinum has entered into an agreement to borrow ZAR
200 million, plus raising and legal costs, of bridging finance from RMB,
supported by an undertaking from Aquarius to assume RMB`s commitment in respect
of such bridge finance in the event that the Acquisition is completed or
terminated. In the event that the Acquisition is not successfully completed and
Ridge cannot satisfy the repayment of the Bridge Facility at such point in time,
this could result in the dilution of its interest in the Blue Ridge Mine. More
detail on this facility is contained in paragraph 9 of this announcement.
Accordingly the Pre-Condition in relation to the bridge funding for the Blue
Ridge Mine has been satisfied.
Commenting on the proposed transaction, Stuart Murray, CEO of Aquarius, said:
"The conclusion of the transaction with Ridge is now in sight. Over the last
few months, we have become much closer to Ridge and more than ever we see the
industrial and financial logic for combining Ridge into the larger Aquarius
Group. It was particularly satisfying to see the Blue Ridge Mine pass a
significant milestone in early April with the first production of concentrate.
While we are not complacent about the challenges ahead as the mine ramps up to
full production, we continue to be excited by the growth opportunities that
Ridge will present to the enlarged Aquarius Group."
Terence Wilkinson, CEO of Ridge, added: "We are delighted that the pre-
conditions have now been satisfied and look forward to completing the merger as
soon as possible. The support of Aquarius has been invaluable in arranging the
required finance to fund working capital at Blue Ridge."
Summary
Following the completion of Aquarius` Equity Capital Raising and Convertible
Bond Issue and the satisfactory resolution by Ridge of its interim funding
arrangements in respect of the Blue Ridge Mine, the Boards of Aquarius and Ridge
are pleased to confirm that the Pre-Conditions have been satisfied.
Accordingly, a recommended all share offer by Aquarius for the entire issued and
to be issued share capital of Ridge is now being announced at an exchange ratio
of 1 Aquarius Share for every 2.75 Ridge Shares, valuing Ridge`s present issued
share capital at approximately GBP96 million, based on the closing mid-market
price of 287 pence per Aquarius Share on 22 May 2009, the last practicable date
prior to this announcement, and a total number of Ridge Shares in issue of
92,065,533. Assuming all the options and warrants over Ridge Shares that are in
the money at the Price were exercised, the value of Ridge implied by the
Acquisition would be GBP136 million, based on a total number of issued Ridge
Shares of 129,868,033. In the event that all the options and warrants that are
in the money at the Price were exercised, there would also be an additional cash
inflow of GBP25 million into Ridge.
Strategic and commercial rationale
Aquarius believes that there is a compelling strategic and commercial rationale
for a combination with Ridge:
- diversification of the Aquarius portfolio and corresponding decrease in single
project risk for Ridge;
- significant expansion of reserve and resource base;
- short-term increase in attributable production with the commissioning of the
Blue Ridge Mine;
- enhanced Aquarius mine-life profile through the Blue Ridge Mine;
- the Blue Ridge Mine is a well executed small project with a complementary fit
to the Aquarius portfolio;
- opportunities to reduce overhead costs with combined administrative and
technical functions;
- added optionality through the Sheba`s Ridge project;
- combined leverage of mining and processing skills;
- strengthened position amongst peers operating on the Bushveld Complex; and
- some limited synergies between combined operations, particularly through
sharing of skills and procurement.
Transaction pricing, terms and conditions and Scheme of Arrangement
At an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares the implied
price of 104.4 pence per Ridge Share (based on 287 pence per Aquarius Share,
being the closing price on the London Stock Exchange on 22 May 2009, the last
practicable date prior to this announcement) represents:-
- a premium of approximately 13 per cent. to the closing mid-market price of
92.5 pence per Ridge Share on 22 May 2009, the last practicable date prior to
this announcement;
- a premium of approximately 231 per cent. to the closing mid-market price of
31.5 pence per Ridge Share on 11 February 2009, being the last business day
before the announcement by Ridge that it was in discussions with Aquarius
regarding a possible offer for the Company; and
- a premium of approximately 162 per cent. to the average closing mid-market
price of 39.9 pence per Ridge Share for the six months to and including 11
February 2009.
The Acquisition is proposed to be implemented by way of a Scheme of Arrangement
under Part 26 of the 2006 Act. The Scheme will be put to Ridge Shareholders at
the Court Meeting and at the General Meeting, which will be convened in due
course. The Scheme Document will be posted to Ridge Shareholders within 21 days
of this announcement.
The Independent Ridge Directors, who have been so advised by RBC Capital
Markets, consider the terms of the Acquisition to be fair and reasonable, so far
as Ridge Shareholders are concerned. In providing their advice, RBC Capital
Markets has taken into account the commercial assessments of the Independent
Ridge Directors. Accordingly, the Independent Ridge Directors have unanimously
agreed to recommend that Ridge Shareholders vote in favour of the Scheme at the
Court Meeting and General Meeting to be convened in relation to the Acquisition.
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the Appendices hereto. Appendix I sets out the
terms and conditions of the Scheme. Appendix II contains further details of the
bases and sources of certain of the information contained in this announcement.
Appendix III contains the definitions of certain terms used in this summary and
in this announcement.
Lazard and Rand Merchant Bank are acting as joint financial advisers to
Aquarius. RBC Capital Markets is acting as sole financial adviser and corporate
broker to Ridge.
A copy of this announcement will be available on Aquarius` website
(www.aquariusplatinum.com) and Ridge`s website (www.ridgemining.com).
Enquiries:
Aquarius Ridge
In the UK & South Africa Francis Johnstone (Commercial
Nick Bias Director)
Tel: +41 (0)79 888 1642 Tel: +44 (0)20 7379 1474
In Australia: RBC Capital Markets, financial
Willi Boehm adviser & nominated adviser to
Tel: +61 (0)8 9367 5211 Ridge
Martin Eales or Patrick Meier
Tel: +44 (0)20 7029 7881
Rand Merchant Bank Conduit PR
Peter Hayward-Butt or Carel Vosloo Charlie Geller or Gareth
Tel: +27 (0)11 282 8000 Tredway
Tel: +44 (0)20 7429 6604
Lazard
Peter Kiernan, Spiro Youakim or
Chris Seherr-Thoss
Tel:+44 (0)20 7187 2000
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 New Aquarius Shares will 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.
RMB is acting exclusively for Aquarius and no one else in connection with the
matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of RMB or
providing advice in relation to the matters referred to in this announcement.
Lazard is acting exclusively for Aquarius and no one else in connection with the
matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of Lazard or
providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets is acting exclusively for Ridge and no one else in
connection with the matters referred to in this announcement and will not be
responsible to any other person for providing the protections afforded to
clients of RBC Capital Markets or providing advice in relation to the matters
referred to in this announcement.
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.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to
the parties` objectives and future performance, including statements relating to
expected benefits associated with the transaction contemplated herein. Forward-
looking statements are sometimes, but not always, identified by their use of a
date in the future or such words as "anticipates", "aims", "due", "could",
"may", "should", "will", "expects / expected", "believes", "intends", "plans",
"targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: regulatory approvals
required for the consummation of the transaction that may require acceptance of
conditions with potential adverse impacts; risk involving the parties` ability
to realise expected benefits associated with the transaction; the success of
Ridge`s Blue Ridge Mine; and macroeconomic conditions generally affecting the
South African mining industry.
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
26 May 2009
RECOMMENDED ALL SHARE OFFER for Ridge Mining plc ("Ridge") by Aquarius Platinum
Limited ("Aquarius")
1. Introduction
On 27 March 2009 Aquarius and Ridge announced that they had signed an
implementation agreement in connection with a possible all share offer by
Aquarius for Ridge. Following completion of Aquarius` Equity Capital Raising
and Convertible Bond Issue and the satisfactory resolution by Ridge of its
interim funding arrangements in respect of the Blue Ridge Mine, the Pre-
Conditions have been satisfied. Accordingly, Aquarius is now pleased to
announce an all share offer for the entire issued share capital of Ridge at an
exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares in issue.
Appendix I sets out the terms and conditions of the Scheme. The sources and
bases of information contained in this announcement are set out in Appendix II.
The definitions of certain expressions used in this announcement are contained
in Appendix III. Further information on Aquarius is set out in paragraph 13 of
this announcement.
2. The Acquisition
Under the terms of the Scheme, which is subject to the terms and conditions set
out in Appendix I to this announcement and to the full terms and conditions to
be set out in the Scheme Document, Ridge Shareholders holding Ridge Shares at
the Scheme Record Date will receive:
for every 2.75 Ridge Shares 1 New Aquarius Share
The terms of the Acquisition value each Ridge Share at an implied price of 104.4
pence and the existing issued ordinary share capital of Ridge at approximately
GBP96 million, based on the closing mid-market price of 287 pence per Aquarius
Share on 22 May 2009, the last practicable date prior to this announcement, and
a total number of Ridge Shares in issue of 92,065,533. Assuming all the options
and warrants over Ridge Shares that are in the money at the Price were
exercised, the value of Ridge implied by the Acquisition would be GBP136
million, based on a total number of issued Ridge Shares of 129,868,033. In the
event that all the options and warrants over Ridge Shares that are in the money
at the Price were exercised, there would be an additional cash inflow of GBP25
million into Ridge.
The implied price of 104.4 pence per Ridge Share represents:
- a premium of approximately 13 per cent. to the closing mid-market price of
92.5 pence per Ridge Share on 22 May 2009, the last practicable date prior to
this announcement; and
- a premium of approximately 231 per cent. to the closing mid-market price of
31.5 pence per Ridge Share on 11 February 2009, being the last Business Day
before the announcement by Ridge that it was in discussions with Aquarius
regarding a possible offer for the Company; and
- a premium of approximately 162 per cent. to the average closing mid-market
price of 39.9 pence per Ridge Share for the six months to and including 11
February 2009, being the last Business Day before the announcement by Ridge that
it was in discussions with Aquarius regarding a possible offer for the Company.
Existing Aquarius Shareholders will own approximately 93 per cent. of the issued
share capital of Aquarius as enlarged by the Acquisition, including the impact
of the Equity Capital Raising and the Convertible Bond Issue. Ridge Shareholders
will own approximately 7 per cent. of the enlarged issued share capital
including the impact of the Equity Capital Raising and the Convertible Bond
Issue. Assuming that all the options and warrants over Ridge Shares that are in
the money at the Price were exercised, Ridge Shareholders would own
approximately 10 per cent. of the enlarged issued share capital including the
impact of the Equity Capital Raising and the Convertible Bond Issue.
3. Background to and reasons for the Acquisition
Aquarius believes there is a compelling strategic and commercial rationale for a
combination with Ridge:
- diversification of the Aquarius portfolio and corresponding decrease in single
project risk for Ridge;
- significant expansion of reserve and resource base;
- short-term increase in attributable production with the commissioning of the
Blue Ridge Mine;
- enhanced Aquarius mine-life profile through the Blue Ridge Mine;
- the Blue Ridge Mine is a well executed small project with a complementary fit
to the Aquarius portfolio;
- opportunities to reduce overhead costs with combined administrative and
technical functions;
- added optionality through the Sheba`s Ridge project;
- combined leverage of mining and processing skills;
- strengthened position amongst peers operating on the Bushveld Complex; and
- some small limited synergies between combined operations, particularly through
sharing of skills and procurement.
The Acquisition would result in an improved production profile for Aquarius. It
is anticipated that Ridge`s Blue Ridge Mine will produce approximately 75,000
PGM ounces (50 per cent. attributable to Ridge) in the 2009 calendar year,
ramping up to steady-state production of approximately 125,000 PGM ounces by
2011 (50 per cent. attributable to Ridge). Given the strike length and depth of
the Blue Ridge orebody, Aquarius believes that the combined group will be in a
stronger position to increase the production levels in the medium term above the
current mine plan.
Furthermore, the Acquisition would significantly expand Aquarius` reserve and
resource base. On a pro forma attributable basis, the proven and probable
reserves for Aquarius would increase 61 per cent. from 8.7 million PGM ounces to
14.0 million PGM ounces, and the measured, indicated and inferred resources by
12.5 per cent. from 106.6 million ounces to 119.9 million ounces
respectively.(see note 1) The enlarged resource base could provide an option
for further exploration and possibly organic growth, notably from Ridge`s
Sheba`s Ridge exploration project.
4. Background to and reasons for the recommendation
The current turbulence within the financial markets has proven challenging for
early stage mining opportunities. The proposed combination offers Ridge
Shareholders the opportunity to retain the upside potential contained within
Ridge`s projects and at the same time reduces the risk inherent in a single
early stage operation in a difficult economic environment. The combined group
will have a more robust capital structure that will enable shareholders to
benefit from the development opportunities embedded within Ridge, in particular
the development of the Sheba`s Ridge mining asset and the option to acquire an
additional 22.5 per cent. stake from Anglo Platinum on the Ridge Board deciding
to progress with the development of a mine at Sheba`s Ridge.
5. Recommendation
The Independent Ridge Directors, who have been so advised by RBC Capital
Markets, consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Independent Ridge Directors, RBC Capital Markets has
taken into account the commercial assessments of the Independent Ridge
Directors.
Accordingly, the Independent Ridge Directors have unanimously agreed to
recommend that Ridge Shareholders vote in favour of the Scheme at the Court
Meeting and General Meeting to be convened in relation to the Acquisition.
6. Irrevocable undertakings
Ridge Directors have irrevocably undertaken to vote their entire holdings of
Ridge Shares (being, in aggregate, 1,540,017 Ridge Shares which represent
approximately 1.7 per cent. of the existing issued ordinary share capital of
Ridge) in favour of the Acquisition and the Scheme at the Court Meeting and the
General Meeting. The Ridge Directors have also undertaken that, if following
this announcement, Aquarius decides to implement the Acquisition by means of an
Offer instead of by way of the Scheme, they will accept such Offer in respect of
their entire holdings of Ridge Shares. The irrevocable undertakings given by
the Ridge Directors will lapse if the Implementation Agreement is terminated or
if the Scheme does not become effective, lapses or is withdrawn.
Aquarius has also received irrevocable undertakings to vote in favour of the
Acquisition and the Scheme in respect of, in aggregate, 31 per cent. of Ridge`s
issued ordinary share capital. These irrevocable undertakings relate to
18,423,000 Ridge Shares held by Gold Mountains (H.K.) International Mining
Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd.) and
10,120,000 Ridge Shares held by funds or entities managed or advised by
Blackrock Investment Management (UK) Ltd.. These irrevocable undertakings will
lapse if the Scheme does not become effective, lapses or is withdrawn. In
addition, the irrevocable undertaking given by Blackrock Investment Management
(UK) Ltd. will lapse on 31 October 2009 or if a higher competing offer is made
by a third party.
7. Aquarius` intentions regarding the business of Ridge
Aquarius has, in only a decade, grown from a fledgling developer of platinum
within the Bushveld Complex in South Africa to a mid-tier platinum producer with
interests in six operating assets.
The Acquisition will build on the successful transformation of Aquarius into the
fourth largest low cost platinum producer in the Bushveld Complex. Ridge`s
flagship Blue Ridge Mine entered production in 2009 and will further diversify
Aquarius` portfolio, increase its resource base, add new production ounces and
longevity to its production profile and add significant optionality with the
Sheba`s Ridge exploration property.
There is a compelling rationale for the Acquisition for both shareholder groups,
as it combines Aquarius` 10 years` experience of operating shallow, mechanised
underground mines with that of Ridge`s management from the construction of the
Blue Ridge Mine to provide a stronger future for both Ridge and Aquarius
Shareholders.
It is Aquarius` intention to manage the Ridge operations in a cost effective
manner, extracting maximum value for shareholders and to leverage the combined
knowledge base of both companies as it brings the Blue Ridge Mine to full
production and develops the future growth of the combined group through the
development of the Sheba`s Ridge property.
8. Aquarius Equity Capital Raising and Convertible Bond Issue
The announcement made by Aquarius on 26 March 2009 set out as a Pre-Condition to
the Acquisition the requirement for the Aquarius Equity Capital Raising and the
Convertible Bond Issue becoming wholly unconditional and completing and Aquarius
receiving not less than US$185 million in immediately available cleared funds
pursuant thereto. As announced on 12 May 2009, the Equity Capital Raising and
Convertible Bond Issue have now completed and accordingly the Pre-Condition in
relation to the Equity Capital Raising and the Convertible Bond Issue has been
satisfied.
An aggregate amount in excess of US$260 million was raised. These proceeds have
enabled Aquarius fully to settle its bridge loan funding of ZAR 1,577 million,
repayment of which was originally due by 30 June 2009, and will provide Aquarius
with the necessary financial capacity to restart its Everest operation and
develop the Blue Ridge Mine to ramp up to full production in 2010.
9. Blue Ridge Mine funding
The announcement made by Aquarius on 26 March 2009 set out as a Pre-Condition to
the Acquisition the requirement for Ridge to raise sufficient bridge funding for
the continued operation of the Blue Ridge Mine. On 13 and 14 May 2009, Blue
Ridge Platinum signed agreements in respect of the long and short term funding
requirements for the Blue Ridge Mine, securing total funding of ZAR 527 million.
This funding is now wholly unconditional and will be used to finance working
capital requirements at the Blue Ridge Mine and for refinancing of existing
mezzanine debt. Accordingly the Pre-Condition in relation to the bridge funding
for the Blue Ridge Mine has been satisfied.
Under these arrangements:
- the IDC and the DBSA will provide new senior long term loan funding of ZAR 186
million to Blue Ridge Platinum; and
- the existing long term loan of ZAR 141 million (including interest and charges
accrued) provided by the DBSA remains in place but will now rank equally, in
terms of security, with the new facility.
Furthermore, Blue Ridge Platinum has entered into an agreement with RMB to
provide a Bridge Facility of ZAR 200 million, plus raising and legal costs, to
the Blue Ridge Mine, repayable by 31 December 2009. The Bridge Facility will
accrue interest at a rate of Jibar plus six per cent. up and until 30 June 2009,
escalating to Jibar plus seven per cent. thereafter. Pursuant to an agreement
entered into between RMB and Aquarius and, in exchange for a fee payable by RMB
to Aquarius, RMB shall be entitled to cede, against full payment of the
outstanding amount of the Bridge Facility, the Bridge Facility to Aquarius upon
the occurring of the earliest of the following events:
- The relevant South African competition authorities approving the Acquisition;
or
- The Acquisition terminating for whatever reason.
Should the Acquisition be successful, it is intended that the Bridge Facility
would be refinanced by Aquarius providing a long term secured facility to the
Blue Ridge Mine to the value of the outstanding balance, including accrued
interest up to that point, on the Bridge Facility.
The shareholders of Blue Ridge Platinum, being Ridge and Imbani Platinum SPV,
have further committed to provide additional equity funding to the Blue Ridge
Mine of an aggregate amount of ZAR 110 million, as and when such funding might
be called upon from the Blue Ridge Term Lenders. To the extent that Imbani
Platinum SPV is unable to contribute its proportion of such equity funding,
Aquarius has undertaken to contribute the full ZAR 110 million with a consequent
adjustment to the respective shareholdings of the partners in Blue Ridge
Platinum, on the basis prescribed by the shareholders` agreement in relation to
the Blue Ridge Mine.
Should the Acquisition not be successful, the Bridge Facility would become
repayable on its maturity date of 31 December 2009. In the event of default
under this loan, the approval of the majority of the secured lenders (measured
on the basis of outstanding debt held at the relevant time) will be required in
order for such lenders to enforce their rights against Blue Ridge Platinum
pursuant to the relevant security arrangements. In the event that the majority
consent to enforce security is not obtained, the following provisions will apply
pursuant to the terms of an agreement entered into between Ridge, Blue Ridge
Platinum, its shareholders and Aquarius:
- to the extent that Blue Ridge Platinum cannot repay the loan on or before 31
December 2009, Aquarius will grant an extension of three months (the "First
Extension Period") for the repayment of the loan, and the interest rate payable
on the loan would escalate by 300 basis points to Jibar plus 10 per cent.;
- should the Bridge Facility not be repaid within the First Extension Period, a
further extension of three months (the "Second Extension Period") will be
granted, during which period the interest rate will increase by a further 500
basis points to Jibar plus 15 per cent;
- during this Second Extension Period Aquarius can call on Ridge for the
repayment of the Bridge Facility, failing which, at the end of the Second
Extension Period, 45 days will be provided before Aquarius can convert the
accrued outstanding balance of the Bridge Facility into equity in Blue Ridge
Platinum;
- in the event that Ridge settles the Bridge Facility the amount so settled will
be recognised as an interest bearing, subordinated shareholders` loan in Blue
Ridge Platinum;
- the conversion into equity will be in accordance with the provisions set out
in the Blue Ridge shareholders` agreement and such dilution would be exclusively
at the expense of Ridge;
- for a period immediately prior to Aquarius triggering the aforementioned
conversion right, each of Imbani SPV, the IDC and the DBSA (acting collectively)
will have the right, but not the obligation, to acquire the Bridge Facility and
its concomitant entitlement in respect of the conversion as set out above from
Aquarius.
10. Management, employees and locations
Aquarius recognises the strong contribution made by Ridge`s management and
employees to the development of Ridge, including their achievements in bringing
the Blue Ridge Mine into production, which commenced in April 2009.
The Board of Aquarius has given the Ridge Board assurances that, following the
Scheme becoming effective, the existing contractual and statutory rights of all
management and employees of Ridge will be fully safeguarded. In addition, it
has been agreed between both Boards that all employment contracts of on-mine
employees at Ridge will be continued. Furthermore, agreement has also been
reached with respect to senior management positions within the future combined
group.
Following completion of the Acquisition, all the Ridge Directors intend to
resign.
11. Ridge Share Options and Warrants
Aquarius will make appropriate proposals to holders under the Ridge Share
Schemes. Option holders will be informed of the proposals as soon as is
practicable. Options and warrants granted to each of Imbani Platinum (Pty)
Limited and Gold Mountains (H.K.) International Mining Ltd. are expected to be
treated in accordance with the provisions of the respective agreements.
12. Information on Ridge
Ridge is an AIM and PLUS traded company, registered in England, focusing on
developing its prospective PGM projects in the Bushveld Complex in South Africa.
The company`s two most advanced PGM projects are the 50 per cent. owned Blue
Ridge Mine on the eastern limb of the Bushveld Complex where development
commenced in January 2007 and the first shipment of concentrate was delivered in
early April 2009, and the nearby Sheba`s Ridge project, a joint venture with
Anglo Platinum and the IDC where a feasibility study was completed at the end of
2007.
13. Information relating to Aquarius
Aquarius is a focused PGM producer with operations in the Bushveld Complex in
South Africa and the Great Dyke Complex in Zimbabwe. The company is engaged in
mineral exploration, mine development, concentrate production and investment.
The company`s primary listing is on the Australian Securities Exchange, with
secondary listings on the London Stock Exchange and the Johannesburg Stock
Exchange, in addition to a Level 1 American Depository Receipt programme in the
United States.
14. Current trading and prospects of Aquarius
In its quarterly results for the three months ended 31 March 2009, the Aquarius
Group announced production of 194,424 PGM ounces, of which 97,212 PGM ounces are
attributable to Aquarius. Due to the suspension of operations at the Everest
mine in December 2008, production in the quarter ended 31 March 2009 is not
directly comparable to previous quarters.
Aquarius` consolidated earnings for the quarter ended 31 March 2009 showed a net
profit of US$6.5 million (US 2.0 cents per share) and a cash profit of $14.2
million. This is a significant improvement from the quarter ended 30 September
2008 and the quarter ended 31 December 2008, which recorded net losses of
US$21.5 million and US$48.5 million respectively largely as a result of negative
sales adjustments. This improved profit also benefited from reduced operating
costs and marginally higher PGM prices.
The results for the period were significantly influenced by:
- a recovery in PGM prices and a reduction in volatility over the quarter,
resulting in a US$11.8 million positive sales adjustment (pre-tax), compared to
the negative sales adjustment of US$57.1 million in the quarter ended 31
December 2008;
- a reduction in production of PGM ounces, due to the temporary closure of the
Everest mine in December 2008;
- a reduction in unit costs per PGM ounce during the course of FY2009, both in
Rand and US dollar terms, due to increased efficiencies and US dollar strength;
and
- finance charges of US$7.9 million (pre-tax), which included interest payments
on the RMB debt facility of US$6.4 million and a non-cash component of $1.5
million on the unwinding of the rehabilitation provision.
Since December 2008, the outlook has improved for the Aquarius Group as a whole.
PGM prices have improved from the lows experienced in the six months ended 31
December 2008. As at 31 March 2009 platinum was trading at US$1,124 per ounce,
up 24 per cent. from the closing price at 31 December 2008. Palladium was
trading at US$215 per ounce and rhodium was trading at US$1,175 per ounce on 31
March 2009. Aquarius anticipates that improvements in production and reductions
in operating costs will be achieved during the second half of the current
financial year which will help further expand margins. Further details of
Aquarius` results are contained in its announcement of its accounts for the 3
months ended 31 March 2009, announced on 21 April 2009.
15. Structure of the Acquisition, de-listing and re-registration
The Acquisition will be effected by means of a Court sanctioned Scheme of
Arrangement under Part 26 of the 2006 Act. The procedure will involve an
application by Ridge to the Court to sanction the Scheme and confirm the
cancellation of all Scheme Shares, in consideration for which Ridge Shareholders
will receive shares in Aquarius as described in paragraph 2 of this
announcement. (see note 2) In addition, the Sterling Shares will be cancelled
in accordance with their terms in consideration for payment of an amount equal
to the amount paid up or credited as paid up on them. The implementation of the
Scheme will be subject to the terms and conditions set out in Appendix I and the
full terms and conditions which will be set out in the Scheme Document and will
only become effective if, among other things, the following events occur:
- a resolution to approve the Scheme is passed by a majority in number of the
Scheme Shareholders present and voting (and entitled to vote), either in person
or by proxy at the Court Meeting, representing 75 per cent. or more in value of
such Scheme Shareholders; and
- the Scheme is sanctioned (with or without modification) by the Court and the
Scheme becomes effective by registration of the Court Order in relation to the
cancellation of the Scheme Shares by the Registrar of Companies.
The purpose of the Scheme is for Ridge to become a wholly-owned subsidiary of
Aquarius.
It is expected that application will be made to the London Stock Exchange for
Ridge Shares to cease to be admitted to trading on AIM after the Effective Date.
Application will be made to: (i) the UK Listing Authority for the New Aquarius
Shares to be admitted to the Official List and to the LSE for the New Aquarius
Shares to be admitted to trading on its market for listed securities; (ii) ASX
for the quotation of the New Aquarius Shares on ASX; and (iii) the JSE for the
admission to listing and trading of the New Aquarius Shares on the main board of
the JSE.
The New Aquarius Shares will be issued credited as fully paid and will rank pari
passu in all respects with existing Aquarius Shares and will be entitled to all
dividends and other distributions declared or paid by Aquarius by reference to a
record date on or after the Effective Date but not otherwise.
Aquarius reserves the right to elect to implement the acquisition of the Ridge
Shares by way of a takeover offer. In such event, it is proposed that such
Offer will be implemented on the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Scheme.
Further details of the Scheme, including an indicative timetable for its
implementation, will be contained in the Scheme Document, together with details
on how Ridge Shareholders may vote at the Scheme Meeting and General Meeting.
The Scheme Document will be posted no later than 21 days after this
announcement.
16. Regulatory Clearances
The Acquisition is conditional upon, inter alia, obtaining merger control
approval from the South African Competition Authorities. It is expected that,
subject to the satisfaction or, where relevant, waiver of the terms and
conditions of the Scheme, the Scheme will become effective and the Acquisition
will complete during mid to late 2009.
17. Implementation Agreement and Non-Solicitation Agreement
Aquarius and Ridge entered into the Implementation Agreement on 26 March 2009,
under the terms of which they have agreed to certain assurances and
confirmations between Aquarius and Ridge (including undertakings regarding the
conduct of the business of Ridge). The principal provisions are set out below
with further information to be included in the Scheme Document.
Inducement Fee
Ridge has agreed to pay Aquarius an inducement fee of an amount equal to one per
cent. of the value of Ridge calculated by reference to the terms of the
Acquisition as at the date of this announcement (together with any amount
payable in respect of any VAT but only to the extent that any such VAT is
recoverable by Ridge or the representative member of Ridge`s VAT group) in the
following circumstances:
- the Scheme Document is not posted by Ridge within 21 days of the date of this
announcement;
- the Ridge Directors withdraw or adversely modify or qualify their
recommendation or decide not to proceed with the Scheme; or
- a Third Party Transaction is announced prior to the Acquisition lapsing or
being withdrawn, and that or another Third Party Transaction is either
recommended by the Ridge Directors and / or becomes or is declared wholly
unconditional or is completed.
Non-Solicitation Agreement
Ridge has also entered into a Non-Solicitation Agreement under which it has
undertaken not to solicit, initiate, encourage or otherwise seek to procure any
initial or further approach to or from any other person with a view to a Third
Party Transaction taking place, or entertain any approach from, or enter into or
continue discussions and / or negotiations with, another person with a view to a
Third Party Transaction taking place, save that Ridge is not prohibited from
responding to unsolicited enquiries from, or holding discussions with, third
parties to the extent that the Ridge Directors consider that they would be in
breach of their fiduciary duties not to do so.
Ridge has also agreed not to provide any information to any third parties except
as required under Rule 20.2 of the Code and to notify Aquarius of any approach
regarding a Third Party Transaction, including the material terms thereof, and
of any request for information by a third party under Rule 20.2 of the Code.
Termination
The Implementation Agreement and Non-Solicitation Agreement will be terminated
in the following circumstances:
- if any condition becomes incapable of satisfaction or is invoked so as to
cause the Acquisition not to proceed;
- if the Scheme is not sanctioned by the Ridge Shareholders or the Court refuses
to grant either of the Court Orders;
- if the Effective Date has not occurred on or before 31 October 2009;
- by notice in writing from Aquarius to Ridge if the Ridge Directors have
withdrawn or adversely modified or qualified their recommendation to
shareholders in support of the Acquisition and either the Panel consents to
Aquarius withdrawing its offer, or a Third Party Transaction becomes or is
declared wholly unconditional or is completed; or
- if the Acquisition is implemented by way of an Offer, the Offer lapses in
accordance with its terms or is withdrawn.
18. Disclosure of interests in Ridge
Save for the 217,981 Ridge Shares, representing approximately 0.24 per cent. of
Ridge`s existing issued share capital, held by Peter Ledger, non-executive
director of Ridge and Aquarius Platinum (South Africa) (pty) Ltd (a wholly-owned
subsidiary of Aquarius), as at the date of this announcement neither Aquarius,
nor any of the directors of Aquarius, nor, so far as Aquarius is aware, any
person acting in concert with Aquarius, has any interest in or right to
subscribe for any relevant Ridge securities, nor has any short positions in
respect of relevant Ridge securities (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery, nor has borrowed or lent any
relevant Ridge securities (save for any borrowed shares which have been on lent
or sold).
19. Overseas shareholders
The availability of the Proposals to Ridge Shareholders who are not resident in
the United Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. If you remain in any doubt, you
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.
Under the terms of the Proposals, Aquarius has reserved the right to make an
Offer for Ridge as an alternative to the Scheme. If Aquarius exercises its
right to implement the Acquisition by means of an Offer, any such Offer will be
made in compliance with applicable laws and regulations.
20. General
The Acquisition is subject to the terms and conditions set out in Appendix I,
and to be set out in the Scheme Document. The Scheme Document will be posted to
Ridge Shareholders and made available, for information only, to participants in
the Ridge Share Schemes as soon as practicable and in any event within 21 days
of the date of this announcement.
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Takeover Panel, the LSE, the
UKLA, ASX and the JSE.
Save as set out in paragraph 18 above in respect of Mr Ledger, neither Aquarius
nor, so far as Aquarius is aware, any person acting in concert with Aquarius,
has any arrangement in relation to relevant Ridge securities. For these
purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
relevant Ridge securities which may be an inducement to deal or refrain from
dealing in such securities.
Appendix I sets out the terms and conditions of the Scheme. Appendix II sets
out the bases and sources of certain of the information contained in this
announcement. Appendix III contains the definitions of certain terms used in
this announcement.
Notes:
1. Includes exploration properties for Aquarius and the attributable ounces
from Sheba`s Ridge for Ridge (39 per cent. attributable to Ridge).
2. In the case of Uncertificated Ridge Shareholders, it is expected that the
New Aquarius Shares will be allotted and issued to the custodian of the
Depository, for and on behalf of the Uncertificated Ridge Shareholders and
that the Depository will issue depository interests to the Uncertificated
Ridge Shareholders representing, on a one for one basis, underlying New
Aquarius Shares. Depository interests can be held or transferred through
CREST. Further information in respect of these depository interests will be
included in the Scheme Document.
A copy of this announcement will be available on Aquarius` website
(www.aquariusplatinum.com) and Ridge`s website (www.ridgemining.com).
Enquiries:
Aquarius Ridge
In the UK & South Africa Francis Johnstone (Commercial
Nick Bias Director)
Tel: +41 (0)79 888 1642 Tel: +44 (0)20 7379 1474
In Australia: RBC Capital Markets, financial
Willi Boehm adviser & nominated adviser
Tel: +61 (0)8 9367 5211 Martin Eales or Patrick Meier
Tel: +44 (0)20 7029 7881
Rand Merchant Bank Conduit PR
Peter Hayward-Butt or Carel Charlie Geller or Gareth
Vosloo Tredway
Tel: +27 (0)11 282 8000 Tel: +44 (0)20 7429 6604
Lazard
Peter Kiernan, Spiro Youakim
or Chris Seherr-Thoss
Tel:+44 (0)20 7187 2000
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 New Aquarius Shares will 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.
RMB is acting exclusively for Aquarius and no one else in connection with the
matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of RMB or
providing advice in relation to the matters referred to in this announcement.
Lazard is acting exclusively for Aquarius and no one else in connection with the
matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of Lazard or
providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets is acting exclusively for Ridge and no one else in
connection with the matters referred to in this announcement and will not be
responsible to any other person for providing the protections afforded to
clients of RBC Capital Markets or providing advice in relation to the matters
referred to in this announcement.
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.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to
the parties` objectives and future performance, including statements relating to
expected benefits associated with the transaction contemplated herein. Forward-
looking statements are sometimes, but not always, identified by their use of a
date in the future or such words as "anticipates", "aims", "due", "could",
"may", "should", "will", "expects / expected", "believes", "intends", "plans",
"targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: regulatory approvals
required for the consummation of the transaction that may require acceptance of
conditions with potential adverse impacts; risk involving the parties` ability
to realise expected benefits associated with the transaction; the success of
Ridge`s Blue Ridge Mine; and macroeconomic conditions generally affecting the
South African mining industry.
APPENDIX I
TERMS AND CONDITIONS OF THE SCHEME
The Acquisition and the Scheme will comply with the applicable rules and
regulations of the London Stock Exchange, the UK Listing Authority, ASX, the
JSE, the Panel, will be governed by English law and will be subject to the
exclusive jurisdiction of the courts of England and to the terms and conditions
set out below and to be set out in the Scheme Document.
All dates and times mentioned refer to London time.
1. The Acquisition will be conditional upon the Scheme becoming effective and
unconditional by not later than 31 October 2009 (or such lesser period as
may be required by the Panel or such later date as Aquarius and Ridge may,
with the consent of the Panel, agree and the Court may allow). The Scheme
will be conditional upon:
a) approval of the Scheme by a majority in number of the Ordinary
Shareholders entitled to vote and present and voting, either in person
or by proxy, at the Court Meeting (or at any adjournment of such
meeting), representing 75 per cent. or more in value of such Ordinary
Shareholders;
b) all resolution(s) in connection with or required to approve and
implement the Scheme being duly passed by the requisite majority at
the General Meeting (or at any adjournment of such meeting); and
c) the sanction of the Scheme and the confirmation of the cancellation of
the Scheme Shares by the Court (in either case, with or without
modifications on terms acceptable to Ridge and Aquarius) and the
delivery of a certified copy of the Court Orders to the Registrar of
Companies in England and Wales and the registration, in relation to
the cancellation of the Scheme Shares, of such Court Order by him.
2. In addition, subject as stated in condition 4 below, the Acquisition will
be conditional upon the following matters and, accordingly, the copies of
the Court Orders will not be delivered to the Registrar of Companies in
England and Wales and the registration of the Court Order in relation to
the cancellation of the Scheme Shares with the Registrar of Companies will
not occur unless the following conditions (as amended if appropriate) have
been satisfied or waived:
a) the Acquisition is unconditionally approved by the South African
Competition Authorities in terms of the Competition Act No. 89 of
1998, provided that in the event that the Acquisition is approved
subject to any conditions imposed by the South African Competition
Authorities, those conditions are acceptable to Aquarius as determined
in its discretion;
b) admission of the New Aquarius Shares to the Official List, in
accordance with the Listing Rules, and the admission of the New
Aquarius Shares to trading on the Main Market for listed securities in
accordance with the Admission and Disclosure Standards of the London
Stock Exchange, becoming effective or, if Aquarius so determines and
subject to the consent of the Panel (if required), the UK Listing
Authority agreeing to admit the New Aquarius Shares to the Official
List and the London Stock Exchange agreeing to admit such shares to
trading on its Main Market for listed securities subject only to (i)
the allotment of such shares and/or (ii) the Acquisition becoming
effective;
c) ASX agreeing to grant official quotation of the New Aquarius Shares on
the ASX (subject only to allotment of such shares and the satisfaction
of customary pre-quotation listing conditions imposed by ASX within
the control of Aquarius);
d) the JSE granting permission or agreeing to grant permission for the
listing of the New Aquarius Shares on the main board of the JSE;
e) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution or agency
(including any trade agency) or any court or other body (including any
professional or environmental body) or person in any relevant
jurisdiction (each a "Relevant Authority") having decided to take,
instituted, implemented or threatened any action, proceeding, suit,
investigation, enquiry or reference or enacted, made or proposed and
there not continuing to be outstanding any statute, regulation, order
or decision that would or might be reasonably expected to:
i) make the Acquisition or its implementation or the acquisition of
any shares in, or control of, Ridge by any member of the Wider
Aquarius Group void, unenforceable or illegal under the laws of
any relevant jurisdiction or directly or indirectly prohibit or
otherwise materially restrict, prevent or delay or interfere with
the implementation of, or impose additional material conditions
or obligations with respect to, or otherwise challenge or
materially interfere with the Acquisition or the acquisition of
any shares in, or control of, Ridge by any member of the Wider
Aquarius Group;
ii) require the divestiture by any member of the Wider Aquarius Group
or by any member of the Wider Ridge Group of all or any part of
their respective businesses, assets or properties or impose any
limitation on their ability to conduct all or any part of their
respective businesses and to own or control any of their
respective assets or properties;
iii) impose any limitation on, or result in any delay in, the ability
of any member of the Wider Aquarius Group to acquire or hold or
to exercise effectively, directly or indirectly, all or any
rights of ownership of shares or other securities (or the
equivalent) in, or to exercise voting or management control over,
any member of the Wider Ridge Group or on the ability of any
member of the Wider Ridge Group to hold or exercise effectively,
directly or indirectly, all or any rights of ownership of shares
or other securities (or the equivalent) in, or to exercise
management control over, any other member of the Wider Ridge
Group;
iv) require any member of the Wider Aquarius Group or of the Wider
Ridge Group to acquire or offer to acquire any shares or other
securities (or the equivalent) in any member of the Wider Ridge
Group or any asset owned by any third party (other than the
acquisition of Ridge Shares in the implementation of the
Acquisition);
v) impose any limitation on the ability of any member of the Wider
Aquarius Group or the Wider Ridge Group to conduct its business
in any material respect; or
vi) otherwise materially and adversely affect any or all of the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Aquarius Group or of the
Wider Ridge Group,
and all applicable waiting and other time periods during which any such
Relevant Authority could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or reference or
take any other step under the laws of any jurisdiction in respect of the
Acquisition or the proposed acquisition of any shares in Ridge having
expired, lapsed or been terminated;
f)
i) all necessary notifications, filings or applications having been
made in connection with the Acquisition;
ii) all statutory or regulatory obligations in any jurisdiction
having been complied with and all applicable waiting periods
(including any extensions thereof) under any applicable
legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated in each case in respect of the
Acquisition or the acquisition by any member of the Wider
Aquarius Group of any shares in, or control of, Ridge and, save
as Disclosed, all other necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied
with by the Wider Ridge Group;
iii) all authorisations, orders, grants, recognitions, confirmations,
licences, consents, clearances, permissions and approvals
(together "Authorisations") reasonably necessary for the
implementation of the Acquisition having been obtained in terms
and in a form reasonably satisfactory to Aquarius from
appropriate Relevant Authorities or from any persons or bodies
with whom any member of the Wider Ridge Group has entered into
contractual arrangements; and
iv) such Authorisations together with all material Authorisations
necessary for any member of the Wider Ridge Group to carry on its
business remaining in full force and effect and no notice of any
intention to revoke, suspend, restrict or modify or not to renew
any of the same having been made at the time at which the Scheme
becomes effective;
g) save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member
of the Wider Ridge Group is a party or by or to which any such member
or any of its assets is or may be bound, entitled or subject which, as
a result of the making or implementation of the Acquisition or the
acquisition or proposed acquisition by any member of the Wider
Aquarius Group of any shares in, or change in the control or
management of, Ridge or otherwise, would or might reasonably be
expected to result in, to an extent which is or would be material, any
of the following:
i) any monies borrowed by or any other indebtedness (actual or
contingent) of any such member of the Wider Ridge Group becoming
repayable or capable of being declared repayable immediately or
earlier than the stated repayment date or the ability of such
member to borrow monies or incur any indebtedness being withdrawn
or inhibited or becoming capable of being withdrawn or inhibited;
ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any such member of the Wider Ridge Group or
any such security interest (whenever arising or having arisen)
becoming enforceable;
iii) any assets or interest of, or any asset the use of which is
enjoyed by, any such member of the Wider Ridge Group being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the
Wider Ridge Group;
iv) the interest or business of any such member of the Wider Ridge
Group in or with any other person, firm or company (or any
agreements or arrangements relating to such interest or business)
being terminated or adversely affected;
v) any such member of the Wider Ridge Group ceasing to be able to
carry on business under any name under which it presently does
so;
vi) the value of any such member of the Wider Ridge Group or its
financial or trading position or prospects being prejudiced or
adversely affected;
vii) any liability of any member of the Wider Ridge Group to make any
severance, termination, bonus or other payment to any of the
directors or the officers;
viii)any such agreement, arrangement, licence or other instrument or
the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or any
onerous obligation arising or any adverse action being taken or
any obligation or liability arising thereunder; or
ix) the creation of any liabilities (actual or contingent) by any
such member of the Wider Ridge Group;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Ridge Group is a party or by or to which any such member or any of
its assets may be bound or be subject, could reasonably be expected to
result in any of the events or circumstances as are referred to in
subparagraphs (i) to (ix) of this condition (g) in any case which is or
would be material;
h) except as Disclosed, no member of the Wider Ridge Group having since
31 December 2008:
i) save as between Ridge and wholly-owned subsidiaries of Ridge and
save for Scheme Shares issued pursuant to the Ridge Share Schemes
or options granted or awards of shares thereunder, issued or
agreed to issue or authorised the issue or grant of additional
shares of any class, or securities, or securities convertible
into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible
securities;
ii) recommended, declared, paid or made any bonus issue, dividend or
other distribution, whether payable in cash or otherwise, other
than a distribution by any wholly-owned subsidiary of Ridge to
Ridge or another wholly-owned subsidiary of Ridge;
iii) save for intra-Ridge Group transactions, implemented or
authorised any merger or demerger or other than in the ordinary
course of business, acquired or disposed of or transferred,
mortgaged or charged, or created any other security interest
over, any material asset or any right, title or interest in any
material asset or authorised, proposed or announced its intention
to propose the same;
iv) implemented or authorised any material reconstruction,
amalgamation, scheme or other transaction or arrangement;
v) save as between Ridge and wholly-owned subsidiaries of Ridge,
purchased, redeemed or repaid any of its own shares or other
securities or reduced or, save in respect of the matters referred
to in sub-paragraph (i) above, made or authorised any other
change in its share capital;
vi) issued or authorised the issue of any debentures or save for
intra-Ridge Group transactions and other than in the ordinary
course of business made or authorised any change in its loan
capital or incurred or increased any indebtedness or liability
(actual or contingent) or proposed to do any of the foregoing;
vii) entered into, varied or terminated, or authorised the entry into,
variation or termination of, any contract, transaction,
commitment or arrangement (whether in respect of capital
expenditure or otherwise), otherwise than in the ordinary course
of business, which is of a long term, onerous or unusual nature
or magnitude or which involves or could involve an obligation of
a nature or magnitude which is, in any such case, material;
viii)save as between Ridge and wholly-owned subsidiaries of Ridge,
entered into any contract, commitment or arrangement which would
be restrictive on the business of the Wider Ridge Group other
than to a nature and extent which is normal in the context of the
business concerned;
ix) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
x) other than in respect of a company which is dormant and was
solvent at the relevant time, taken any corporate action or had
any steps taken or legal proceedings started or threatened
against it or petition presented or order made for its winding-up
(voluntary or otherwise), dissolution or reorganisation (or for
any analogous proceedings or steps in any jurisdiction) or for
the appointment of a receiver, administrator, administrative
receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any of its
assets and revenues;
xi) save as between Ridge and wholly-owned subsidiaries of Ridge,
waived, compromised or settled any material claim;
xii) entered into or varied the terms of any service agreement or
arrangement with any senior executive of Ridge or any member of
the Wider Ridge Group which is material in the context of the
business of any member of the Wider Ridge Group or entered into
or varied the terms of any service agreement or arrangement with
any director of any member of the Wider Ridge Group;
xiii)made or agreed or consented to (other than in connection with the
Scheme) any alteration to its memorandum or articles of
association or other incorporation documents;
xiv) modified or agreed to modify the terms of any of the Ridge Share
Schemes;
xv) made or consented to any change to the terms of the trust deeds
or rules constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the
benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual
or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed
or consented to, any change to the trustees in each case where
the consequence would be material;
xvi) proposed, agreed to provide or modified in any respect the terms
of any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by the Wider Ridge Group to the extent material;
or
xvii)entered into any contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any
intention to effect or propose, any of the transactions, matters
or events referred to in this condition (h) and which is
material;
i) save as Disclosed, since 31 December 2008:
i) no material adverse change or deterioration having occurred in
the business, assets, financial or trading position or profits or
prospects of any member of the Wider Ridge Group;
ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, instituted
or remaining outstanding by, against or in respect of any member
of the Wider Ridge Group or to which any member of the Wider
Ridge Group is or may become a party (whether as plaintiff or
defendant or otherwise) and no enquiry or investigation by or
complaint or reference to any Relevant Authority or other
investigative body against or in respect of any member of the
Wider Ridge Group having been threatened, announced, implemented
or instituted or remaining outstanding by, against or in respect
of any member of the Wider Ridge Group which, in any such case,
would or might reasonably be expected to be materially adverse;
iii) no contingent or other liability having arisen which would or
might reasonably be expected to materially adversely affect the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Ridge Group which is
material; and
iv) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Ridge Group, which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination
or modification of which is material;
j) Aquarius not having discovered:
i) save as Disclosed that any financial, business or other
information concerning the Wider Ridge Group publicly disclosed
at any time by any member of the Wider Ridge Group is materially
misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make the information contained
therein not materially misleading;
ii) save as Disclosed that any member of the Wider Ridge Group or any
partnership, company or other entity in which any member of the
Wider Ridge Group has a significant economic interest and which
is not a subsidiary undertaking of Ridge is subject to any
material liability, contingent or otherwise, which is not
disclosed in the annual report and accounts of Ridge for the year
ended 31 December 2008;
iii) save as Disclosed that any past or present member of the Wider
Ridge Group has failed to comply with any applicable legislation
or the regulations of any jurisdiction or any notice or
requirement of any Relevant Authority with regard to the use,
storage, treatment, transport, handling, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous or
harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating
to environmental matters or human health or that there has
otherwise been any such use, storage, treatment, transport,
handling, disposal, discharge, spillage, release, leak or
emission (whether or not the same constituted non-compliance by
any person with any such legislation or regulation, and whenever
or wherever the same may have taken place), any of which
noncompliance would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member
of the Wider Ridge Group which, in each case, is material;
iv) save as Disclosed that there is or is likely to be any material
obligation or liability (whether actual or contingent) of any
member of the Wider Ridge Group to make good, repair, re-instate
or clean up any property now or previously owned, occupied,
operated or made use of or controlled by any past or present
member of the Wider Ridge Group under any environmental
legislation, regulation, notice, circular, order or other
requirement of any Relevant Authority in any jurisdiction; or
v) any information which affects the import of any information
disclosed to Aquarius at any time by or on behalf of the Wider
Ridge Group and which is material.
3. quarius reserves the right to waive all or any of conditions 2(a) to (j)
inclusive, in whole or in part. Aquarius shall be under no obligation to
waive or treat as fulfilled any of conditions 2(a) to (j) inclusive by a
date earlier than the date specified in condition 1 above for the
fulfilment thereof notwithstanding that the other conditions of the
Acquisition may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
4. If Aquarius is required by the Takeover Panel to make an offer for any
Ridge Shares under Rule 9 of the Takeover Code, Aquarius may make such
alterations to the above conditions as are necessary to comply with that
Rule.
5. The Acquisition will lapse and the Scheme will not proceed (unless the
Takeover Panel otherwise consents) if the acquisition of Ridge is referred
to the Competition Commission before the date of the Court Meeting.
6. Aquarius reserves the right to elect to implement the Acquisition by way of
an Offer. In such event, such Offer will be implemented on the same terms
(subject to appropriate amendments, including (without limitation) an
acceptance condition set at 90 per cent. (or such lesser percentage as
Aquarius may, subject to compliance with the Takeover Code, decide) of the
shares to which such offer relates and of the voting rights carried by
those shares), so far as applicable, as those which would apply to the
Scheme.
7. If the Scheme is effected Scheme Shareholders will be deemed to have
confirmed to the Company that the Scheme Shares held by them are fully paid
and free from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and any other rights and interests of any nature whatsoever.
8. For the purpose of these conditions:
"Disclosed" means disclosed in:
(i) any public
announcement by Ridge to
a Regulatory Information
Service on or before
6.00pm on 25 March 2009
or
(ii) the report and
accounts of Ridge for the
financial year ended 31
December 2008;
"FSA" means the UK Financial
Services Authority acting
in its capacity as
competent authority for
the purposes of Part VI
of the FSMA and in the
exercise of its functions
in respect of the
admission of securities
to the Official List
otherwise than in
accordance with Part II
of the FSMA;
"FSMA" means the UK Financial
Services and Markets Act
2000, as amended
(including any
regulations made pursuant
thereto);
"Main Market" means the main market of
the London Stock
Exchange;
"subsidiary undertaking", have the meanings given
"subsidiary" "associated by the 2006 Act;
undertaking" and
"undertaking"
"Wider Aquarius Group" means Aquarius, its
subsidiaries, subsidiary
undertakings and
associated undertakings
and any other body
corporate, partnership,
joint venture or person
in which Aquarius and
such undertakings
(aggregating their
interests) have a direct
or indirect interest of
20 per cent. or more of
the voting or equity
capital or the
equivalent; and
"Wider Ridge Group" means Ridge, its
subsidiaries, subsidiary
undertakings and
associated undertakings
and any other body
corporate, partnership,
joint venture or person
in which Ridge and such
undertakings (aggregating
their interests) have a
direct or indirect
interest of 20 per cent.
or more of the voting or
equity capital or the
equivalent.
APPENDIX II
BASES AND SOURCES
- The value of Ridge of GBP96 million as implied by the Price is based upon
the present number of Ridge Shares in issue of 92,065,533. The value of
Ridge of GBP136 million as implied by the Price is based upon a number of
Ridge Shares of 129,868,033, which includes 92,065,533 Ridge Shares in
issue on 22 May 2009 (excluding those held in treasury), and assumes that
all the options and warrants over Ridge Shares that are in the money at the
Price were exercised. In the event that all the options and warrants over
Ridge Shares that are in the money at the Price were exercised, there would
also be an additional cash inflow of GBP25 million into Ridge.
- The ownership of the Ridge Shareholders in the enlarged issued share
capital is based upon the number of outstanding Aquarius Shares in issue
post the Equity Capital Raising and the Convertible Bond Issue of
414,917,371.
- The premia implied by the Price have been calculated based on closing Ridge
Share prices supplied by Datastream.
- nless otherwise stated, the financial information relating to Aquarius and
Ridge has been extracted without material adjustment from the respective
published audited reports and accounts for the relevant periods.
- The GBP-ZAR exchange rate of 13.218 is based on the spot exchange rate as
at 22 May 2009.
- The US Dollar-ZAR exchange rate of 8.305 is based on the spot exchange rate
as at 22 May 2009.
- The GBP-US Dollar exchange rate of 1.592 is based on the spot exchange rate
as at 22 May 2009.
- The Sheba`s Ridge ounces have been based on 3E (Pt, Pd, Au) as defined in
the JORC compliant Reserve and Resource statement, audited by SRK
Consulting. All mineral resource and mineral reserve estimates for
Aquarius mines have been audited by an independent Competent Person: F.H.
(Ina) Cilliers (M.Sc, Pr. Sci. Nat. 400032/02, GSSA 965781) of Mercilheim
Geological Services. Ina Cilliers has 21 years` experience in the mining
industry, of which 12 years have been in platinum mining.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise.
"1985 Act" the Companies act 1985 (as
amended)
"2006 Act" the Companies Act 2006
"Acquisition" the acquisition of the entire
issued and to be issued share
capital of Ridge, and for the
avoidance of doubt includes an
acquisition by way of the Scheme
or by way of an Offer
"Acts" together the 1985 Act and the
2006 Act
"AIM" the AIM market of the London
Stock Exchange
"American Depository Receipt" certificate issued by US banks
to facilitate trading for US
shareholders in the shares of
non-US companies
"Aquarius" Aquarius Platinum Limited
"Aquarius Group" Aquarius and its subsidiaries,
subsidiary undertakings,
associated undertakings and any
other undertakings in which
Aquarius and/or such
subsidiaries or undertakings
(aggregating their interests)
have a substantial interest
"Aquarius Shareholders" or holders of Aquarius Shares
"Shareholders"
"Aquarius Shares" ordinary shares of Aquarius with
US$0.05 par value in issue
"Australia" the commonwealth of Australia,
its territories and possessions
and all areas subject to its
jurisdiction and all political
sub divisions thereof
"Australian Securities Exchange" Australian Securities Exchange
or "ASX" (ASX) Limited, or the stock
exchange conducted by ASX
Limited, as the context requires
"Blue Ridge Mine" the PGM mine owned by Blue Ridge
Platinum Pty Limited, of which
Ridge owns 50 per cent.
"Blue Ridge Platinum" Blue Ridge Platinum (Pty)
Limited
"Blue Ridge Term Lenders" the IDC and the DBSA
"Bridge Facility" the senior secured bridge
funding facility of ZAR 200
million, plus raising and legal
costs, entered into on 13 May
2009 by Blue Ridge Platinum with
RMB, repayable by 31 December
2009
"Business Day" a day on which the London Stock
Exchange is open for the
transaction of business
"Capital Raising Prospectus" the prospectus relating to
Aquarius and the Equity Capital
Raising prepared in accordance
with the Prospectus Rules and
Listing Rules made under Part VI
of the Financial Services and
Markets Act 2000
"City Code", "Takeover Code" or the City Code on Takeovers and
"Code" Mergers
"Competition Commission" the body corporate known as the
Competition Commission as
established under section 45 of
the UK Competition Act 1998, as
amended
"Convertible Bond Issue" the issue of floating rate
senior secured convertible
registered bonds by Aquarius to
raise ZAR 650,000,000, announced
on 26 March 2009
"Court" the High Court of Justice in
England and Wales
"Court Meeting" the meeting (including any
adjournment thereof) of the
Ridge Shareholders (or the
relevant class or classes
thereof) convened under an order
of the Court under Section 896
of the 2006 Act for the purposes
of considering and, if thought
fit, approving the Scheme (with
or without amendment)
"Court Order" or "Court Orders" the order or orders of the Court
sanctioning the Scheme and
confirming the cancellation of
the Scheme Shares and the
cancellation of the Sterling
Shares
"CREST" the relevant system (as defined
in the CREST Regulations) of
which Euroclear is the Operator
(as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755)
"DBSA" the Development Bank of Southern
Africa Limited reconstituted and
incorporated in accordance with
Section 2 of the Development
Bank of Southern Africa Act 13
of 1997
"Depository" Computershare Investor Services
PLC
"Effective Date" the date on which the Scheme
becomes effective by
registration of the Court Order
in relation to the cancellation
of the Scheme Shares by the
Registrar of Companies or, if
Aquarius elects to implement the
Acquisition by way of the Offer,
such Offer becoming or being
declared unconditional in all
respects
"Equity Capital Raising" or the equity raising by Aquarius
"Capital Raising" through: (i) the placing of new
Aquarius Shares; and (ii) the
issue of rights over new
Aquarius Shares, which together
raised US$191 million of new
equity capital, announced on 26
March 2009
"First Extension Period" the extension period of three
months, granted by Aquarius, for
the repayment of the Bridge
Facility in the event that Blue
Ridge Platinum cannot repay the
loan on or before 31 December
2009
"General Meeting" the general meeting of the Ridge
Shareholders to be convened in
connection with the Scheme
"GMT" Greenwich Mean Time
"IDC" the Industrial Development
Corporation of South Africa
Limited, a body corporate
created under Section 2 of the
Industrial Development Act, No
22 of 1940
"Imbani Platinum SPV" Imbani Platinum SPV (Pty)
Limited
"Implementation Agreement" the agreement between Ridge and
Aquarius dated 26 March 2009
relating to, amongst other
things, the implementation of
the Scheme, further details of
which are set out in paragraph
17 of this announcement
"Independent Ridge Directors" the directors of Ridge from time
to time, excluding Peter Ledger,
non-executive director of Ridge
and Aquarius Platinum (South
Africa) (pty) Ltd (a wholly-
owned subsidiary of Aquarius)
"Johannesburg Stock Exchange" or JSE Limited, a public company
"JSE" incorporated with limited
liability under the laws of the
republic of South Africa, with
registration number
2005/022939/06 and licenced as
an exchange under the South
African Securities Services Act,
No 36 of 2004, as amended, often
referred to as the "Johannesburg
Stock Exchange".
"Lazard" Lazard & Co., Limited
"London Stock Exchange" or "LSE" London Stock Exchange plc or its
successor
"New Aquarius Shares" the Aquarius Shares proposed to
be issued (or delivered in full
or in part from treasury stock)
and credited as fully paid
pursuant to the Acquisition
"Non-Solicitation Agreement" the agreement between Ridge and
Aquarius dated 10 March 2009
relating to, amongst other
things, restrictions on Ridge
soliciting any person with a
view to a Third Party
Transaction taking place,
further details of which are set
out in paragraph 17 of this
announcement
"Offer" should Aquarius elect to effect
the Acquisition by way of a
takeover offer, the offer to be
made by or on behalf of Aquarius
for all of the Ridge Shares on
the terms and subject to the
conditions to be set out in the
related Offer Document and form
of acceptance including, where
the context requires, any
subsequent revision, variation,
extension or renewal thereof
"Offer Document" should Aquarius elect to effect
the Acquisition by way of a
takeover offer, the document
which would be dispatched by
Aquarius to the Aquarius
Shareholders with respect to
such Offer
"Official List" the official list of the UK
Listing Authority
"Panel" or "Takeover Panel" the UK Panel on Takeovers and
Mergers
"PGM" Platinum Group Metals, including
the four elements: platinum,
palladium, rhodium and gold
"PLUS" PLUS Markets plc, a small & mid-
cap stock exchange in London
"Pre-Conditions" the Equity Capital Raising and
the Convertible Bond Issue
becoming wholly unconditional
and completing and Aquarius
receiving not less than US$185
million in immediately available
cleared funds pursuant thereto;
and
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
"Price" the amount of 104.4 pence for
each Ridge Share, based on 287
pence per Aquarius Share, being
the closing price on the London
Stock Exchange on 22 May 2009,
the last practicable date prior
to this announcement
"Proposals" the proposed acquisition of the
Ridge Shares by Aquarius to be
effected by means of the Scheme
(or, should Aquarius so elect,
by means of an Offer)
"Rand Merchant Bank" or "RMB" Rand Merchant Bank, a division
of FirstRand Bank Limited
"RBC Capital Markets" a trading name of Royal Bank of
Canada Europe Limited
"Registrar of Companies" the Registrar of Companies in
England and Wales
"Ridge" Ridge Mining plc, a company
incorporated in England and
Wales with registration number
354005
"Ridge Board" the board of directors of Ridge
"Ridge Directors" the directors of Ridge from time
to time
"Ridge Shareholders" or holders of Ridge Shares
"Shareholders"
"Ridge Share Schemes" the Cluff (Ridge) Mining Limited
Approved Share Option Scheme
1999, the Cluff (Ridge) Mining
Limited Executive Share Option
Scheme 1999 (incorporating the
Unapproved Scheme), the TAW
Share Option Scheme 2001, the
Ridge Mining General Share
Option Plan 2004, the Ridge
Mining Employee Share Option
Plan 2004 (Non-EMI), the Ridge
Mining Employee Share Option
Plan 2004 (EMI), the Ridge
Executives` Deferred Bonus Plan
2007 and the Ridge Employee
Incentive Plan
"Ridge Shares" ordinary shares of Ridge with
US$0.05 par value in issue
"Scheme" or "Scheme of the Scheme of Arrangement
Arrangement" proposed to be made under Part
26 of the 2006 Act between Ridge
and Ridge Shareholders, to be
set out in full in the Scheme
Document, with or subject to any
modification, addition or
condition approved or imposed by
the Court
"Scheme Document" the circular in respect of the
Scheme to be despatched to Ridge
Shareholders and others, setting
out amongst other things, the
full terms and conditions to
implementation of the Scheme as
well as the Scheme itself and
the notice of meeting of each of
the Court Meeting and the
General Meeting
"Scheme Record Date" means 6.00pm (London time) on
the Business Day immediately
preceding the Effective Date
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" all Ridge Shares which are (i)
in issue at the date of the
Scheme Document; (ii) (if any)
issued after the date of the
Scheme Document and before the
Voting Record Time; or (iii) (if
any) issued on or after the
Voting Record Time, on terms
that the holder thereof shall be
bound by the Scheme, or in
respect of which the original or
any subsequent holder thereof
agrees in writing to be bound by
the Scheme
"Second Extension Period" the further extension period of
three months after the First
Extension Period, granted by
Aquarius, for the repayment of
the Bridge Facility in the event
that Blue Ridge Platinum cannot
repay the Bridge Facility within
the First Extension Period
"Securities Act" the United States Securities Act
of 1933 as amended and the rules
and regulations promulgated
thereunder
"Sterling Shares" the 50,000 non-voting non-
dividend bearing shares of GBP1
each in the capital of Ridge,
each of which is 25 per cent.
paid up
"South African Competition the South African Competition
Authorities" Commission, the Competition
Tribunal and the Competition
Appeal Court established in
terms of sections 19, 26 and 36
respectively of the Competition
Act No. 89 of 1998
"Third Party Transaction" any offer (construed in
accordance with the Code and
whether or not subject to pre-
conditions), possible offer,
proposal or indication of
interest from, or on behalf of,
any person other than Aquarius
or any person acting in concert
with Aquarius, with a view to
such person, directly or
indirectly, acquiring (in one
transaction or a series of
transactions) 30 per cent. or
more of the issued share capital
of Ridge or a material part of
Ridge`s business or assets; or
the entering into, by any member
of Ridge`s group, of any
transaction or series of
transactions howsoever
implemented that would be
reasonably likely to preclude,
impede, delay or prejudice the
implementation of the
Acquisition
"UK Listing Authority" or "UKLA" the Financial Services Authority
in its capacity as the competent
authority for listing in the
United Kingdom under Part VI of
the Financial Services and
Markets Act 2000
"Uncertificated Ridge Scheme Shareholders whose Scheme
Shareholders" Shares are held in stock
accounts in CREST
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"VAT" value added tax in the UK
including any similar tax which
may be imposed in place thereof
in the UK from time to time
"Voting Record Time" the time and date specified in
the Scheme Document by reference
to which entitlement to vote on
the Scheme will be determined,
expected to be 6.00 p.m. (GMT)
on the day which is two days
before the date of the Court
Meeting or, if the Court Meeting
is adjourned, 6.00 p.m. on the
day which is two days before the
date of such adjourned Court
Meeting
"GBP", "sterling" and "pence" the lawful currency of the UK
"$", "US$", "USD" and "US United States dollars, the
dollars" lawful currency of the United
States
"ZAR", "Rand" and "South African the lawful currency of South
Rand" Africa
For the purposes of this announcement "holding company", "subsidiary" and
"subsidiary undertaking" will have the respective meanings given to them in the
1985 Act or the 2006 Act, as applicable.
Date: 26/05/2009 07:05:11 Produced by the JSE SENS Department.
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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,
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