| Thu 30 Jul 2009, 8:13 | | AQP - Aquarius - Announcement Relating To The Publication Of A Prospectus |
|
AQP
AQP
AQP - Aquarius - Announcement Relating To The Publication Of A Prospectus
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
("AQUARIUS")
ASX, JSE & LSE
30 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA OR JAPAN
ANNOUNCEMENT RELATING TO THE PUBLICATION OF A PROSPECTUS
On 26 May 2009 Aquarius and Ridge Mining plc ("Ridge") issued a joint
announcement about the recommended proposal for the all-share acquisition of
Ridge by Aquarius by means of a scheme of arrangement (the "Acquisition").
Further to the announcement released on 29 July 2009 by Ridge regarding the
Acquisition confirming Court approval of the reduction of capital in relation to
the scheme of arrangement, Aquarius has published a prospectus (the
"Prospectus") in relation to the anticipated admission of 34,087,945 new
Aquarius shares (the "New Shares") to the Official List of the UK Listing
Authority and to trading on the London Stock Exchange`s main market for listed
securities on 30 July 2009 in connection with the Acquisition.
It is expected that admission of the New Shares will become effective and that
dealings on the London Stock Exchange in the New Shares will commence at 8.00
a.m. (London time) on 30 July 2009. Application will be made to Australian
Securities Exchange ("ASX") for quotation of the New Shares on ASX and to the
JSE Limited ("JSE") for the New Shares to be admitted to listing and to trading
on the Main Board of the JSE, in each case for as soon as possible on or after
30 July 2009.
Availability of the Prospectus
The Prospectus is available free of charge on request by writing to Aquarius`
registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda. A copy
of the Prospectus will also be available via Aquarius` website
(www.aquariusplatinum.com).
Two copies of the Prospectus are available for viewing at the Document Viewing
Facility of the FSA at 25 The North Colonnade, Canary Wharf, London E14 5HS and
the Prospectus is available for inspection at Aquarius` registered office at
Clarendon House, 2 Church Street, Hamilton, Bermuda as well as at the offices of
Linklaters LLP at One Silk Street, London EC2Y 8HQ during normal business hours
on any weekday (except Saturdays, Sundays and public holidays).
Any capitalised term used but not defined in this announcement is as defined in
the Prospectus.
For further information please contact:
Aquarius Platinum Limited
Stuart Murray, CEO +27 11 455 2050
Willi Boehm, Company Secretary +61 8 9367 5211
Nicholas Bias, IR +41 79 888 1642
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise send it
in, or into or from any such jurisdiction.
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") or
under any securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, transferred or delivered, directly
or indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offer in the United States.
None of the securities referred to in this document have been approved or
disapproved by the US Securities and Exchange Commission, any state`s securities
commission in the United States or any US regulatory authority, nor have any of
such authorities passed upon the accuracy or adequacy of 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 Takeover
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
Acquisition and the Prospectus 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
Acquisition 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.
Merrill Lynch is acting exclusively for Aquarius and no one else in connection
with the Prospectus and will not be responsible to any other person for
providing the protections afforded to clients of Merrill Lynch 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 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 (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Aquarius or Ridge, they will be deemed to
be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Takeover 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 Takeover Panel.
Date: 30/07/2009 08:13:07 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
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,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
