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AQP
AQP
AQP - Aquarius Platinum - Notice of Annual General Meeting and Explanatory
Memorandum
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
JSE Code: AQP
ISIN: BMG0440M1284
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM
Date of Meeting: Friday, 27 November 2009
Time of Meeting: 9:00 am
Place of Meeting: Clarendon House
2 Church Street
Hamilton
BERMUDA
This Notice of General Meeting and Explanatory Memorandum should be read in
their entirety. If shareholders are in doubt as to how they should vote, they
should seek advice from their accountant, solicitor or other professional
adviser prior to voting.
Your 2009 Annual Report is now available at www.aquarius.com
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of
Aquarius Platinum Limited ("Company") will be held at 9:00 am on Friday, 27
November 2009 at Clarendon House, 2 Church Street, Hamilton, Bermuda.
The Explanatory Memorandum which accompanies and forms part of this Notice of
Annual General Meeting describes the various matters to be considered and
contains a glossary of defined terms for terms that are not defined in full in
this Notice of Annual General Meeting.
Agenda
1. Appointment of Chairman of the Meeting
2. Confirmation of the Notice and Quorum
3. Accounts for the Period Ended 30 June 2009
To receive the financial statements, directors` report and auditor`s report for
the Company and its controlled entities for the period ended 30 June 2009.
4. Resolution 1 - Re-election of Mr Tim Freshwater
To consider and, if thought fit, to pass, the following resolution:
"That Mr Tim Freshwater, who retires by rotation in accordance with the
Company`s Bye-Laws and being eligible, offers himself for re-election, be re-
elected as a Director."
5. Resolution 2 - Re-election of Mr Edward Haslam
To consider and, if thought fit, to pass, the following resolution:
"That Mr Edward Haslam, who retires by rotation in accordance with the Company`s
Bye-Laws and being eligible, offers himself for re-election, be re-elected as a
Director."
6. Resolution 3 - Re-election of Mr Zwelakhe Mankazana
To consider and, if thought fit, to pass, the following resolution:
"That Mr Zwelakhe Mankazana, who was appointed a director of the Company to fill
a casual vacancy on 5 November 2008, retires in accordance with the ASX Listing
Rules and being eligible, offers himself for re-election, be re-elected as a
Director."
7. Resolution 4 - Approve and/or ratify the issue of Shares on exercise of the
Ridge Options
To consider and, if thought fit, to pass, with or without amendment, the
following resolution:
"That, for the purposes of ASX Listing Rule 7.1, ASX Listing Rule 7.4 and for
all other purposes, the Shareholders approve or ratify (as appropriate) the
issue of up to 1,815,684 Shares on exercise of the Ridge Options, on the terms
and conditions set out in the Explanatory Memorandum."
The Company will disregard any votes cast on this resolution by any person who
participated or may participate in the issue and by any person who might obtain
a benefit, except a benefit solely in the capacity of a holder of ordinary
shares if this resolution is passed, and by any associate of such persons.
However, the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the directions on
the proxy form, or it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on the proxy form
to vote as the proxy decides.
8. Resolution 5 - Ratify the issue of Shares on exercise of the Imbani Option
and the Zijin Warrants
To consider and, if thought fit, to pass, with or without amendment, the
following resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the
Shareholders ratify the issue of 11,636,363 Shares on exercise of the Imbani
Option and the Zijin Warrants, on the terms and conditions set out in the
Explanatory Memorandum."
The Company will disregard any votes cast on this resolution by any person who
participated in the issue, and any associate of such persons. However, the
Company need not disregard a vote if it is cast by a person as proxy for a
person who is entitled to vote, in accordance with the directions on the proxy
form, or it is cast by the person chairing the meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the proxy form to vote as
the proxy decides.
9. Resolution 6 - Re-appointment of Auditor
To consider and, if thought fit, to pass, with or without amendment, the
following resolution:
"That, Messrs Ernst & Young of Perth, Western Australia, be and are hereby
appointed as Auditors of the Company until the conclusion of the next annual
general meeting at a fee to be agreed by the Directors."
By Order of the Board
Willi Boehm
Company Secretary
DATED: 30 October 2009
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of
Shareholders in connection with the business to be conducted at the Annual
General Meeting of the Company to be held at Clarendon House, 2 Church Street,
Hamilton, Bermuda at 9:00 am on Friday, 27 November 2009.
This Explanatory Memorandum should be read in conjunction with, and forms part
of, the accompanying Notice of Annual General Meeting. A glossary of terms is
included at the end of this Explanatory Memorandum.
Full details of the Resolutions to be considered at the Meeting are set out
below.
1. Resolution 1 - Re-Election of Mr Tim Freshwater as a Director
It is a requirement under the Company`s Bye-laws that Mr Tim Freshwater retire
by rotation. Mr Freshwater has offered himself for re-election as a Director.
The remaining Directors recommend to shareholders that Mr Freshwater be re-
elected.
2. Resolution 2 - Re-Election of Mr Edward Haslam as a Director
It is a requirement under the Company`s Bye-laws that Mr Edward Haslam retire by
rotation. Mr Haslam has offered himself for re-election as a Director.
The remaining Directors recommend to shareholders that Mr Haslam be re-elected.
3. Resolution 3 - Re-Election of Mr Zwelakhe Mankazana as a Director
It is a requirement under the ASX Listing Rules that Mr Zwelakhe Mankazana, who
was appointed a director of the Company to fill a casual vacancy, retire at the
Annual General Meeting. Mr Mankazana has offered himself for re-election as a
Director.
Mr Mankazana is an Executive Director of Savannah Resources, the lead investment
in the Savannah Consortium, Aquarius` BEE partner. Mr Mankazana holds an MSc in
Economics from the Patrice Lumumba University of Friendship. In addition to his
interests in mining, Mr Mankazana is also a director of South African mobile
operator Cell C, Emerald Casinos and Resorts, New Millennium Telecommunications
and Ubambo Investment Holdings Limited. He is involved in community development
as a trustee on several development trusts.
The remaining Directors recommend to shareholders that Mr Mankazana be re-
elected.
4. Resolutions 4 and 5 - Approving and ratifying the issue of Shares on exercise
of the Ridge Options, the Imbani Option and the Zijin Warrants
4.1 Background
On 30 July 2009 the Scheme was implemented to give effect to a merger of Ridge
with the Company.
At the time at which the Scheme was implemented, the following securities which
had previously been issued by Ridge remained outstanding:
(a) 5,068,140 options granted under various employee incentive plans which Ridge
had in place prior to the Scheme, each of which gave the holder an option to
subscribe for a share in Ridge at a set subscription price ("Ridge Options")
(b) an option held by Imbani pursuant to which Ridge had granted to Imbani an
option to subscribe for up to 25,000,000 shares in Ridge at an exercise price of
GBP0.70 per share ("Imbani Option"); and
(c) 7,000,000 warrants held by Gold Mountains (a wholly owned subsidiary of
Zijin), each of which gave Gold Mountains the right to subscribe for a share in
Ridge at a subscription price of GBP0.70 per share ("Zijin Warrants").
Pursuant to the terms of the Scheme and in accordance with amendments made to
the Articles of Association of Ridge, upon exercise of the Ridge Options, the
Imbani Option and the Zijin Warrants following implementation of the Scheme, the
shares to be allotted and issued by Ridge upon exercise were to be immediately
transferred to the Company (or a wholly owned subsidiary of the Company)
conditional on and in exchange for the same consideration for each Ridge share
received by a Ridge shareholder under the Scheme (i.e. on the same basis as
consideration was paid under the Scheme, being 1 Share for every 2.75 Ridge
shares).
As announced to ASX in recent months, various holders have exercised their Ridge
Options, Imbani has exercised the Imbani Option and Gold Mountains has exercised
the Zijin Warrants, resulting in several issues of Shares by the Company.
(d) Resolution 4 seeks the approval and ratification of Shareholders to the
issue of Shares upon exercise of the Ridge Options. The Resolution seeks:
(e) approval for the purpose of ASX Listing Rule 7.1 in relation to the Shares
to be issued on exercise of the Ridge Options in the future (i.e. in the time
period after Resolution 4 is passed until expiry of the Ridge Options on 30
January 2010); and
ratification for the purpose of ASX Listing Rule 7.4 in relation to the Shares
already issued on exercise of the Ridge Options (i.e. in the time period up
until Resolution 4 is passed).
As at the date of the Notice of Annual General Meeting, 2,526,715 Ridge Options
have been exercised (resulting in the issue of 918,802 Shares) and 2,466,425
Ridge Options remain outstanding (which, if all exercised, will result in the
issue of an additional 896,882 Shares). The Chairman will provide updated
figures as regards exercised and outstanding Ridge Options at the Annual General
Meeting.
Resolution 5 seeks the ratification of Shareholders to the issue of Shares upon
exercise of the Imbani Option and the Zijin Warrants, for the purpose of ASX
Listing Rule 7.4.
4.2. ASX Listing Rules 7.1 and 7.4
In brief, ASX Listing Rule 7.1 requires shareholder approval for an issue of
equity securities if, over a 12 month period, the number of equity securities
issued is more than 15% of the number of ordinary shares on issue at the start
of that 12 month period.
Under ASX Listing Rule 7.4, an issue of equity securities made without prior
approval under ASX Listing Rule 7.1 is treated as having been made with approval
for the purposes of ASX Listing Rule 7.1 if:
(a) the issue did not breach the 15% limit under ASX Listing Rule 7.1 when made;
and
(b) shareholders subsequently approve it.
The Company previously obtained a waiver from ASX with the effect that the
Company was permitted to issue Shares to Ridge shareholders who participated in
the Scheme as an exception to ASX Listing Rule 7.1. However, Shares issued on
exercise of the Ridge Options, the Imbani Option and the Zijin Warrants after
implementation of the Scheme may not fall within the terms of the waiver.
Accordingly, the Company is seeking approval under ASX Listing Rule 7.1 and
ratification under ASX Listing Rule 7.4 so that Shares previously issued, and to
be issued in the future on exercise of the Ridge Options, the Imbani Option and
the Zijin Warrants, will not count towards the 15% limit in respect of equity
securities issued by the Company.
4.3. Resolution 4 - Disclosure requirements
In accordance with the disclosure requirements of ASX Listing Rule 7.3 and ASX
Listing Rule 7.5, the following information is provided to Shareholders to
enable them to consider, approve and ratify the issue of Shares under Resolution
4.
(a) The maximum number of Shares being issued on exercise of the Ridge Options
is 1,815,684. As at the date of the Notice of Annual General Meeting, 918,802
of those Shares have been issued.
(b) The Shares will be issued by 5 February 2010.
(c) The Shares are being issued in consideration for the transfer to the Company
of Ridge shares on the basis of 1 Share for every 2.75 Ridge shares (the same
ratio as applicable under the Scheme). The relevant Ridge shares are being
issued upon exercise of the Ridge Options which have varying exercise prices
ranging between GBP0.515 and GBP2.260 per Ridge share.
(d) The Shares are being issued to the holders of Ridge Options who choose to
exercise their Options prior to expiry.
(e) The Shares being issued are fully paid common shares in the Company and rank
equally with, and are on the same terms, as the existing Shares on issue.
(f) No funds will be raised by the Company on issue of the Shares. The Shares
are being issued as consideration for the transfer to the Company of Ridge
shares. However, if all of the Ridge Options are exercised, funds of GBP2.6
million will be received by Ridge (now a wholly owned subsidiary of the Company)
and these funds will be used for working capital.
(g) The Company has and will continue to issue the Shares upon exercise of the
relevant Ridge Options. Accordingly, allotment is occurring, and will continue
to occur progressively over the period until expiry of the Ridge Options on 30
January 2010.
4.4. Resolution 5 - Disclosure requirements
In accordance with the disclosure requirements of ASX Listing Rule 7.5, the
following information is provided to Shareholders to enable them to consider and
ratify the issue of the Shares under Resolution 5.
(a) The total number of Shares allotted was 11,636,363.
(b) The Shares were issued in consideration for the transfer to the Company of
Ridge shares on the basis of 1 Share for every 2.75 Ridge shares (the same ratio
as applicable under the Scheme). The relevant Ridge shares were issued upon
exercise of the Imbani Option and the Zijin Warrants which each had an exercise
price of GBP0.70 per Ridge share.
(c) The Shares issued are fully paid common shares in the Company and rank
equally with, and are on the same terms, as the existing Shares on issue.
(d) 9,090,909 Shares were issued to Imbani (upon exercise of the Imbani Option)
on 10 September 2009 and 2,545,454 Shares were issued to Gold Mountains (upon
exercise of the Zijin Warrants) on 27 August 2009.
(e) No funds were raised by the Company on issue of the Shares. The Shares were
issued as consideration for the transfer to the Company of 32,000,000 Ridge
shares. However, funds of GBP22.4 million were received by Ridge (now a wholly
owned subsidiary of the Company) and these funds will be used for working
capital .
5. Resolution 6 - Re-Appointment of Auditor
Section 89(2) of the Companies Act provides that members of a company at each
annual general meeting shall appoint one or more auditors to hold office until
the close of the next annual general meeting. In addition, Section 89(6)
provides that the remuneration of an auditor appointed by the members shall be
fixed by the members or by the Directors, if they are authorised to do so by the
members.
Ernst & Young are the Company`s auditors. Pursuant to Resolution 6, Ernst &
Young will be re-appointed the Company`s auditors until the close of the next
annual general meeting at a fee to be agreed by the Directors.
6. Glossary of Terms
In the Notice of Annual General Meeting and this Explanatory Memorandum the
following words and expressions have the following meanings:
"ASX" means ASX Limited, or the stock exchange conducted by ASX, as the context
requires.
"ASX Listing Rules" means the official listing rules of ASX.
"Board" means the board of Directors.
"Companies Act" means the Companies Act 1981 of Bermuda as amended from time to
time.
"Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893.
"Directors" means the directors of the Company from time to time.
"Explanatory Memorandum" means this explanatory memorandum.
"GBP" means the lawful currency of the United Kingdom.
"Gold Mountains" means Gold Mountains (H.K.) International Mining Co. Limited, a
wholly owned subsidiary of Zijin.
"Imbani" means Imbani Platinum (Pty) Ltd (Registration No. 2002/015678/07).
"Imbani Option" has the meaning given in section 4.1(b) of the Explanatory
Memorandum.
"Meeting" and "Annual General Meeting" means the annual general meeting of
Shareholders or any adjournment thereof, convened by the Notice.
"Notice" and "Notice of Annual General Meeting" means the notice of annual
general meeting which accompanies this Explanatory Memorandum.
"Resolution" means a resolution in the Notice of Annual General Meeting.
"Ridge" means Ridge Mining Limited (Registered No. 3549005).
"Ridge Options" has the meaning given in section 4.1(a) of the Explanatory
Memorandum.
"Scheme" means the scheme of arrangement under Part 26 of the UK Companies Act
(2006) between Ridge and its shareholders.
"Shareholder" means a registered holder of Shares.
"Share" means a fully paid common share of USD0.05 in the capital of the
Company.
"WST" means Western Standard Time being the local time in Perth, Western
Australia.
"Zijin" means Zijin Mining Group Co. Ltd.
"Zijin Warrants" has the meaning given in section 4.1(c) of the Explanatory
Memorandum.
02 November 2009
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02/11/2009 10:29:01 Produced by the JSE SENS Department.
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