| Tue 24 Nov 2009, 16:55 | | AQPB/AQP - Aquarius Platinum Limited Successfully Completes Its US$250 Million |
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AQP AQPB
AQP AQPB
AQPB/AQP - Aquarius Platinum Limited Successfully Completes Its US$250 Million
Convertible Bond Offering
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC 26290
Share Code JSE: AQPB
ISIN Code: ZAE000134540
Share Code JSE: AQP
ISIN Code: BMG0440M1284
This release contains details of an offering which is not for release in the
United States, Canada, Japan, South Africa or Bermuda
24 November 2009
AQUARIUS PLATINUM LIMITED SUCCESSFULLY COMPLETES ITS US$250 MILLION CONVERTIBLE
BOND OFFERING
Aquarius Platinum Limited (the "Company") announces today that it has
successfully completed the offering (the "Offering") of US$250 million of
unsubordinated, unsecured convertible bonds due 2015 (the "Bonds").
The Bonds will be issued at 100 per cent of their principal amount and will have
a coupon of 4.00% per annum, payable semi-annually in arrear. The initial
conversion price is US$6.773 per share, representing a premium of 22.5 per cent
to the volume weighted average price of the Company`s common shares on the
London Stock Exchange between launch and pricing, translated at a GBP-USD
exchange rate of 1.653. If all of the Bonds were to be converted into new common
shares at the aforementioned conversion price, 36.9 million new common shares
would be issued (before any exercise of the over-allotment option referred to
below).
The Company has granted Goldman Sachs International, as sole Lead Manager, an
over-allotment option to subscribe for up to a further US$50 million of Bonds,
which, if exercised in full, would increase the total size of the Offering to
US$300 million. This option can be exercised, in part or in full, at any time up
to (and including) five London business days prior to the issue of the Bonds.
The proceeds of the Offering will be used to fund the early redemption of all of
the Company`s existing ZAR 650 million convertible bonds in accordance with
their terms (at an aggregate redemption price of ZAR 747.5 million) and for
general corporate purposes and business opportunities, including the
construction of a chromite recovery plant at the Everest platinum mine.
Under the terms of the Offering, there will be a 90-day lock-up period on
issuances or sales of shares or equity-linked securities by the Company, subject
to certain customary exceptions.
Settlement and delivery of the Bonds is expected to take place no later than 18
December 2009, following which the Company expects to redeem the existing ZAR
650 million convertible bonds.
Application will be made to list the Bonds on the official list of the United
Kingdom Listing Authority and to admit the Bonds to trading on the London Stock
Exchange`s Professional Securities Market. The Company`s common shares are
listed on the Australian Stock Exchange, the London Stock Exchange and the
Johannesburg Stock Exchange.
The Bonds were placed through an accelerated bookbuilt placement with
institutional investors (outside the United States) conducted by Goldman Sachs
International, acting as sole Bookrunner in connection with the Offering.
For further information, please contact:
United Kingdom
Stuart Murray
Tel: +27 11 656 1140
Australia
Willi Boehm
Tel: +61 8 9367 5211
South Africa
Stuart Murray
Tel: +27 11 656 1140
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
STABILISATION/FSA. IN CONNECTION WITH THE ISSUE OF THE BONDS, GOLDMAN SACHS
INTERNATIONAL ACTING AS STABILISING MANAGER OR ANY PERSON ACTING ON BEHALF OF
GOLDMAN SACHS INTERNATIONAL MAY OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT GOLDMAN SACHS
INTERNATIONAL OR ANY PERSON ACTING ON BEHALF OF GOLDMAN SACHS INTERNATIONAL WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF
THE BONDS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE BONDS. ANY STABILISATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY GOLDMAN SACHS INTERNATIONAL OR ANY PERSON ACTING
ON BEHALF OF GOLDMAN SACHS INTERNATIONAL IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND RULES.
THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF ANY
OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY, SECURITIES. THE
DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE SECURITIES
DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND
OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY
OTHER JURISDICTION. THE BONDS (AND THE COMPANY`S SHARES) MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ANY
APPLICABLE STATE SECURITIES LAWS. THE COMPANY DOES NOT INTEND TO REGISTER ANY
PORTION OF THE PLANNED OFFER IN THE UNITED STATES OR TO CONDUCT AN OFFERING OF
SECURITIES IN THE UNITED STATES. THE OFFERING IS BEING CONDUCTED OUTSIDE THE
UNITED STATES (OR ANY STATE THEREOF) IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE MEANING OF
DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF 4 NOVEMBER
2003 (AS IMPLEMENTED IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE
"PROSPECTUS DIRECTIVE").
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THE BONDS ARE BEING OFFERED ONLY
TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE, IN
ACCORDANCE WITH THE RESPECTIVE REGULATIONS OF EACH MEMBER STATE IN WHICH THE
BONDS ARE OFFERED.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THE UNITED
KINGDOM: (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (II) PERSONS WHO ARE "HIGH NET WORTH
ENTITIES" AND OTHER PERSONS TO WHOM THIS ANNOUNCEMENT MAY BE LEGALLY DISTRIBUTED
WITHIN THE MEANING OF ARTICLE 49(2) (A) TO (D) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "QUALIFIED PERSONS" IN THE UNITED KINGDOM, THE BONDS ARE
INTENDED ONLY FOR QUALIFIED PERSONS AND NO INVITATION, OFFER OR AGREEMENTS TO
SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE THE BONDS MAY BE PROPOSED OR CONCLUDED
OTHER THAN WITH QUALIFIED PERSONS AND ANY PERSON OTHER THAN A QUALIFIED PERSON
MAY NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
ANY PURCHASE OF OR APPLICATION FOR BONDS OF THE COMPANY PURSUANT TO THE OFFERING
SHOULD ONLY BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE FINAL
PROSPECTUS TO BE ISSUED BY THE COMPANY IN DUE COURSE IN CONNECTION WITH THE
OFFERING.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF AQUARIUS
PLATINUM LIMITED. GOLDMAN SACHS INTERNATIONAL, WHICH IS AUTHORISED AND REGULATED
IN THE UNITED KINGDOM BY THE FINANCIAL SERVICES AUTHORITY, IS ACTING FOR THE
COMPANY AND FOR NO-ONE ELSE IN RELATION TO THE OFFERING AND WILL NOT BE
RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO EACH
OF ITS RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN CONNECTION WITH THE
OFFERING. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE
ACCEPTED BY GOLDMAN SACHS INTERNATIONAL OR BY ANY OF ITS AFFILIATES OR AGENTS AS
TO OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY
OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY
INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY
DISCLAIMED.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING OF THE BONDS AS SET OUT IN
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION
HAS BEEN TAKEN BY THE COMPANY OR GOLDMAN SACHS INTERNATIONAL THAT WOULD PERMIT
AN OFFERING OF SUCH SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH
SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE
COMPANY AND GOLDMAN SACHS INTERNATIONAL TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION
Date: 24/11/2009 16:55:02 Produced by the JSE SENS Department.
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