| Thu 6 May 2010, 8:20 | | PLN - Platmin Limited - Platmin raises US$250 Million of new equity |
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PLN
PLN
PLN - Platmin Limited - Platmin raises US$250 Million of new equity
Platmin Limited
Incorporated in the accordance with the laws of Canada
Registration number: 610178-0
Share code on TSX: PPN
Share code on AIM: PPN
Share code on JSE: PLN
ISIN: CA72765Y1097
Platmin Limited
NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE
SERVICES
Platmin Raises US$250 Million of New Equity
5th May, 2010. TORONTO: Platmin Limited (TSX/AIM: PPN; JSE: PLN) today announced
that, following a marketing period, it has agreed to issue 205,761,317 new
common shares at a price of US$1.215 per common share for total consideration of
US$250,000,000. An aggregate of 95,358,025 common shares are being underwritten
by RBC Capital Markets and Investec Bank Limited for gross proceeds of
US$115,860,000, with the balance of US$134,140,000 to be acquired directly from
Platmin by Ridgewood Investments (Mauritius) Pte Ltd ("Ridgewood"), an indirect
subsidiary of Temasek Holdings (Private) Limited ("Temasek"), Algemene Pensioen
Groep N.V. ("APG"), and Platmin`s largest shareholder, Pallinghurst Investor
Consortium (Lux) S.a.r.l ("Pallinghurst"). Platmin has today filed a final short
form prospectus in Canada in connection with the offering. The offering of
common shares is expected to close on 13th May, 2010, and remains subject to
customary closing conditions.
As part of the funds-raising process US$135 million of convertible debentures
have been placed. Pallinghurst has subscribed for US$30 million of convertible
debentures, as announced on 29th March, 2010. Pallinghurst`s subscription is on
the same terms as that of Ridgewood, which subscribed for US$100 million.
Investec Bank Limited has also subscribed for US$5 million of convertible
debentures. The convertible debenture private placement is expected to close on
13th May, 2010.
The total funding from the prospectus offering and private placement is US$385
million.
Platmin Chairman, Brian Gilbertson, commented: "During our recent funds-raising
initiative we found strong support from our existing and new shareholders for
the PGM sector in general, and our initiatives in particular. The conclusion of
that process leaves Platmin in a strong financial position, well-placed to
complete the development of the flagship Pilanesberg Platinum Mine, and to
support any development initiatives in the region, particularly of near-
surface, low-cost projects."
About Platmin
Platmin explores for and develops and operates platinum group metals ("PGM")
deposits in South Africa. The company`s principal current focus is the
Pilanesberg Platinum Mine, which is building up to full production. In addition,
it holds platinum interests on the eastern limb of the Bushveld Complex.
Platmin`s long term goal is to become a significant producer of PGMs.
About Temasek And APG
Temasek is an Asian investment company headquartered in Singapore. With an
international staff of 380 people, supported by 12 affiliates and offices in
Asia and Latin America, Temasek owns a diversified S$172 billion (US$119
billion) portfolio as of 31 July 2009, concentrated principally in Singapore,
Asia and the emerging economies. It is an active shareholder and investor in
such sectors as banking & financial services, real estate, transportation and
logistics, infrastructure, telecommunications & media, bioscience & healthcare,
education, consumer & lifestyle, engineering & technology, as well as energy &
resources.
APG is a subsidiary of ABP`s subsidiary Stichting Pensioenfonds ABP the pension
fund for government and education employees in the Netherlands. APG manages
pension assets of approximately Euro240 billion Euros (as at 31 December 2009)
on behalf of 20,000 employers and more than four million participants, making it
the largest pension fund in the Netherlands and among the three largest pension
funds in the world.
For further information
Charmane Russell Nicola Taylor
Russell & Associates Russell & Associates
+27 11 880 3924 +27 11 880 3924
+27 82 372 5816 + 27 82 927 8957
Regulatory Notices
In the United Kingdom, common shares may be sold to persons who are "Qualified
investors" within the meaning of Section 86(7) of the U.K. Financial Services
and Markets Act 2000 ("FSMA") and within the categories of persons referred to
in Article 19 (Investment professionals) or Article 49 (high net worth
companies, unincorporated associations, etc.) of FSMA (Financial Promotion)
Order 2005; or persons in the United Kingdom to whom the offering may otherwise
be made or at whom the offering may otherwise be directed in the United Kingdom
without an approved prospectus having been made available to the public in the
United Kingdom. The short form preliminary prospectus is not a prospectus for
the purposes of Section 85(1) of FSMA.
In South Africa, the common shares are not being offered to the public
generally, and only to single addressees acting as principals for a total
acquisition cost of at least ZAR100,000 or to certain eligible institutions.
This offering is not, and under no circumstances is to be construed as, an
advertisement or a public offering in South Africa and it is not, in terms of
section 144 of the South African Companies Act, 1973 (Act 61 of 1973), an
invitation to the public to subscribe for securities.
This news release does not constitute an offer to sell, or the solicitation of
an offer to buy, the securities in any jurisdiction, including the United
States, or to, or for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption therefrom, nor shall there be any sale
of the securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state. The securities being offered will not be, and have not been,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, a U.S. person, absent U.S. registration or an applicable exemption
therefrom.
The subscription for common shares by Pallinghurst is a related party
transaction within the meaning of MI 61-101 in Canada and also under the AIM
Rules. It is exempted under MI 61-101 from the formal valuation and minority
approval requirements by application of sections 5.5 and 5.7 of that rule.
Pallinghurst`s subscription for 28,098,765 common shares are equivalent to 6.3%
of the currently outstanding common shares of Platmin, and following closing of
the issuance of common shares, Pallinghurst would have ownership, control or
direction over 185,067,511 common shares representing approximately 28.4% of the
then outstanding common shares on a non-diluted basis.
Each independent director of Platmin has approved the subscription for common
shares by Pallinghurst and there has been no contrary view or abstention by any
independent director. The independent directors of Platmin, having consulted
with the Company`s nominated adviser, Investec Bank Plc, consider that the
related party transaction is fair and reasonable so far as the shareholders of
Platmin are concerned.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This market release contains "forward-looking information" which may include,
but is not limited to, statements with respect to completion of the prospectus
offering of common shares and private placement of convertible debentures, the
future financial and operating performance of Platmin, the development of the
Pilanesberg Platinum Mine, and the future advancement of the Mphahlele,
Grootboom and Loskop projects. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", or "believes" or variations (including negative variations) of
such words and phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Platmin and/or its subsidiaries to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Such factors include, among others, general business; economic,
competitive, political and social uncertainties; satisfaction of contractual
closing terms and condition; and the requirement for regulatory approvals. as
well as those factors discussed in the section entitled "Risk Factors" in the
Company`s annual information form filed at www.sedar.com and in the final
prospectus for the common shares offering, also available at www.sedar.com. Such
forward-looking statements are based on a number of material factors and
assumptions, including that contracted parties perform as agreed, that there is
no material adverse change in the price of platinum or other PGMs, and that all
regulatory approvals are received in the usual and ordinary course. Although
Platmin has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in forward-
looking statements, there may be other factors that cause actions, events or
results to differ from those anticipated, estimated or intended. Forward-looking
statements contained herein are made as of the; date of this announcement and
Platmin disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events or results or otherwise,
except as required by applicable laws. There can be no assurance that forward-
looking statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements due to the inherent uncertainty therein.
6 May 2010
Investment Bank and Sponsor: Investec Bank Limited
Date: 06/05/2010 08:20:01 Produced by the JSE SENS Department.
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