| Thu 15 May 2014, 12:29 | | AQUARIUS PLATINUM LIMITED - Announcement of Final Results of Invitations to Holders of Certain Convertible Bonds |
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AQP 201405150034A
Announcement of Final Results of Invitations to Holders of Certain Convertible Bonds
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT
OF COLUMBIA OR TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN ITALY OR
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
AQUARIUS PLATINUM LIMITED (THE “COMPANY”) ANNOUNCES FINAL RESULTS OF INVITATIONS TO
HOLDERS OF CERTAIN CONVERTIBLE BONDS
On 7 April 2014, the Company invited holders of its outstanding Convertible Bonds described below
(the “Securities”) to tender the outstanding Securities for repurchase by the Company (the “Tender
Offer”) on the terms of, and subject to the conditions contained in, the tender offer memorandum
dated 7 April 2014 (the “Tender Offer Memorandum”) prepared by the Company.
Capitalised terms used in this announcement shall have the meaning given to them in the Tender
Offer Memorandum unless defined otherwise herein. All references to times in this announcement
are to London time.
Further to its announcement of indicative results in relation to the Tender Offer on 14 April 2014, the
Company hereby announces (A) that the Funding Condition has been satisfied and (B) that the
Company will accept for repurchase Securities validly tendered pursuant to the Tender Offer (which
include an aggregate principal amount of Investec’s Locked-Up Securities of U.S.$70,000,000) in full
without pro-ration, in an aggregate principal amount equal to the Acceptance Amount set out below.
Description of Common Repurchase Aggregate Acceptance Pro-ration Aggregate
the Securities code/ISIN Price principal Amount factor principal
amount of amount
Securities outstanding
tendered following
completion of
the Tender Offer
U.S.$300,000,000 047048206/ U.S.$92,00 U.S.$172,600,000 U.S.$172,600,000 N.A. U.S.$125,400,000
4.00 per XS0470482067 per U.S.$100,000
cent. in principal amount
Convertible of Securities
Bonds due 2015
The Repurchase Price, together with Accrued Interest, will be paid to Securityholders whose
Securities have been accepted for repurchase by the Company on the Settlement Date. Settlement is
expected to be on Wednesday, 21 May 2014.
Unless stated otherwise, all announcements made by the Company in relation to the Tender Offer
will be made public through the Notifying News Service(s), through the Clearing Systems for
communication to Direct Participants, via an RIS announcement, by publication on the website of the
Australian Securities Exchange and via a SENS announcement. Copies of all announcements, notices
and press releases can also be obtained from the Tender Agent, the contact details for which are set
out below. Significant delays may be experienced where notices are delivered to the Clearing
Systems and Securityholders are urged to contact the Tender Agent for the relevant announcements
during the course of the Tender Offer. In addition, Securityholders may contact the Dealer Managers
for information using the contact details set out below.
Requests for information in connection with the Tender Offer may be directed to the Dealer
Managers:
THE DEALER MANAGERS
Morgan Stanley & Co. International plc Rand Merchant Bank, a division of FirstRand
25 Cabot Square Bank Limited (London Branch)
Canary Wharf 2 – 6 Austin Friars
London E14 4QA London EC2N 2HD
United Kingdom United Kingdom
For information by telephone: For information by telephone:
+44 (0) 207 677 5040 +44 (0) 207 939 1777
Email: Email: martin.richardson@rmb.co.uk
liabilitymanagementeurope@morganstanley.c
om
Requests for information in relation to the procedures for tendering Securities in, and for any
documents or materials relating to, the Tender Offer should be directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Victor Parzyjagla / David Shilson
Email: aqp@lucid-is.com
Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. If
any Securityholder is in any doubt as to the action it should take, it is recommended to seek its own
financial and legal advice, including in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
This announcement and/or the Tender Offer Memorandum do not constitute an invitation to
participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such participation under applicable securities
laws. The distribution of this announcement and/or the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this announcement or the
Tender Offer Memorandum come are required by the Company, the Dealer Managers and the Tender
Agent to inform themselves about and to observe any such restrictions. None of the Dealer
Managers, the Tender Agent or the Company or any of their respective directors, employees or
affiliates makes any recommendation whether Securityholders should participate in the Tender Offer
or refrain from taking any action in the Tender Offer with respect to any Securities, and none of them
has authorised any person to make any such recommendation. The Dealer Managers and the Tender
Agent (and their respective directors, employees and affiliates) make no representations or
recommendations whatsoever regarding this announcement, the Tender Offer Memorandum or the
Tender Offer. The Tender Agent is the agent of the Company and owes no duty to any Securityholder.
15 May 2014
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 15/05/2014 12:29:00 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
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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.
