| Fri 18 Feb 2011, 16:00 | | PLN - Platmin Limited - Platmin announces that it has agreed to the conversion |
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PLN
PLN
PLN - Platmin Limited - Platmin announces that it has agreed to the conversion
of all of its US$135 million worth of convertible debentures
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 announces that it has agreed to the conversion of all of its US$135
million worth of convertible debentures
18 February, 2011. TORONTO: Platmin Limited (TSX/AIM: PPN; JSE: PLN) today
announced that agreements have been executed with the holders of all the
convertible debentures issued on 13 May, 2010, in principal amount of US$135
million, to convert the convertible debentures into 160,714,287 new common
shares, subject to certain conditions.
The board of Platmin and the debentureholders have also approved an adjustment
of the conversion price to the equivalent of US$0.84 per share, reflecting
recent trading levels. That price compares to the closing price of C$0.90/share
on 17 February, 2011 and the 5 day VWAP of C$0.86/share on the TSX. The
conversion is subject to regulatory approval and to the completion of the
transfer of certain power and water rights from Barrick Platinum South Africa
(Proprietary) Limited to an affiliate of Platmin, which is expected to be
completed shortly. Upon conversion, the full proceeds from the convertible
debenture financing - which have been deposited to cash collateralized accounts
- will be released to Platmin. The company intends to use the capital raised for
general corporate purposes and for investment in growth.
Platmin Chairman Brian Gilbertson said: "We welcome this vote of confidence from
the bondholders, which leaves Platmin well positioned to participate in a
consolidating industry".
The adjustment to the conversion price in respect of US$30 million of principal
amount of convertible debentures held by Pallinghurst Investor Consortium (Lux)
S.a r.l. ("LuxCo") and US$100 million of principal amount of convertible
debentures held by Ridgewood Investments (Mauritius) Pte Ltd ("Ridgewood") (an
indirect subsidiary of Temasek Holdings (Private) Limited), are "related party
transactions" within the meaning of MI 61-101 in Canada but are exempted from
the minority approval requirements by application of section 5.7 of that rule.
Upon conversion, LuxCo will acquire a total of 35,714,286 common shares and will
then have ownership, control or direction over 192,683,032 common shares of
Platmin representing 21.2% of the then outstanding Platmin common shares.
Ridgewood will acquire a total of 119,047,620 common shares and will then have
ownership, control or direction over 160,199,883 common shares representing
17.6% of the then outstanding Platmin common shares. Each independent director
of Platmin has approved the amendment and there has been no contrary view or
abstention by any independent director.
The adjustment to the conversion price only in respect of LuxCo also constitutes
a related party transaction under the AIM Rules. 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. In providing advice to the
independent directors, Investec Bank Plc has taken into account the independent
directors` commercial assessments.
Following conversion and the issuance of the new shares, the total number of
voting rights in Platmin will be 910,395,054 common shares. The above figure may
be used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change to
their interest in, Platmin under the FSA`s Disclosure and Transparency Rules.
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.
For further information
Russell & Associates
Charmane Russell
Tel: +27 11 880 3924
Mobile: +27 82 372 5816
Russell & Associates
Nicola Taylor
Tel: +27 11 880 3924
Mobile: + 27 82 927 8957
Investment Bank and Sponsor: Investec Bank Limited
Date: 18/02/2011 16:00:01 Produced by the JSE SENS Department.
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