| Thu 18 Jun 2009, 10:49 | | AQP - Aquarius Platinum - Update On The All Share Offer By Aquarius Platinum |
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AQP
AQP
AQP - Aquarius Platinum - Update On The All Share Offer By Aquarius Platinum
Limited ("Aquarius") For Ridge Mining Plc ("Ridge")
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
ASX / LSE / JSE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
18 June 2009
UPDATE ON THE ALL SHARE OFFER BY AQUARIUS PLATINUM LIMITED ("AQUARIUS") FOR
RIDGE MINING PLC ("RIDGE")
Aquarius wishes to confirm that, following the announcement released on 26 May
2009 and 27 May 2009, regarding an all share offer by Aquarius for Ridge (the
"Transaction"), that all pre-conditions to the Transaction have been
satisfied, and that the South African Competition Tribunal has unconditionally
approved the Transaction. Subsequently the circular to Ridge shareholders to
implement the Transaction, which is to be implemented pursuant to a scheme of
arrangement (the "Scheme"), was posted to Ridge shareholders on 11 June 2009.
The Transaction is subject to various conditions including in particular (i)
the approval of Ridge shareholders, which is being sought at the shareholder
meetings on 6 July 2009, and (ii) the approval of the Court, which is being
sought on 27 July 2009.
Aquarius has received irrevocable undertakings to vote in favour of the
Transaction and the Scheme representing, in aggregate, 32.7 per cent. of
Ridge`s issued ordinary share capital, received from the Ridge Directors and
the two largest Ridge Shareholders, Gold Mountains (H.K.) International Mining
Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd) and
Blackrock Investment Management (UK) Ltd.
Subject to the satisfaction of the conditions and based on the expected
timetable of principal events, the Scheme is expected to become effective on
30 July 2009. For reference the expected timetable of principal events is set
out below.
Expected timetable of principal events (See Note 1)
Court meeting of Ridge shareholders 11.00 a.m. on 6 July 2009
Extraordinary general meeting of Ridge 11.15 a.m. on 6 July 2009
shareholders
Court hearing to sanction the Scheme 27 July 2009
Last day of dealings in, and for 28 July 2009
registration of transfers of, and
disablement in CREST of, Ridge shares
Suspension of trading and dealings in 4.30 p.m. on 28 July 2009
Ridge shares
Court hearing to confirm cancellation 29 July 2009
of Ridge shares
Effective date of Scheme 30 July 2009
Cancellation of admission of Ridge 8.00 a.m. on 30 July 2009
shares to trading on AIM
Dealings in new Aquarius shares 8.00 a.m. on 30 July 2009
commence on the London Stock Exchange
Expected credit of new Aquarius 8.00 a.m. on 30 July 2009
depositary interests in CREST to
previously uncertificated holders of
Ridge shares
Latest date for dispatch of 13 August 2009
certificates in respect of new
Aquarius shares to previously
certificated holders of Ridge shares
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:
Willi Boehm
Tel: +61 (0)8 9367 5211
Note 1
The following times and dates are indicative only and will depend, amongst
other things, on the dates upon which the Court sanctions the Scheme and
confirms the associated cancellation of Ridge shares and whether the
conditions are either satisfied or, if capable of waiver, waived.
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.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30 pm (GMT) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Aquarius or Ridge, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in
"relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any
of their respective "associates", must be disclosed by no later than 12.00
noon (GMT) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the UK Takeover Code, which can also
be found on the Panel`s website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
A copy of this announcement will be available on Aquarius` website
(www.aquariusplatinum.com) and Ridge`s website (www.ridgemining.com).
Date: 18/06/2009 10:49:27 Produced by the JSE SENS Department.
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