TIDMAQP
AQUARIUS PLATINUM LIMITED
ASX, LSE & JSE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM
PART OF, ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY
OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, ANY SHARES OR ANY OTHER
SECURITIES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION,
FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT
TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE RIGHTS
ISSUE OR OTHERWISE.
15 May 2014
For immediate release
AQUARIUS PLATINUM LIMITED
SALE OF RIGHTS ISSUE RUMP
Aquarius Platinum Limited (the "Company") announced earlier today that it had
received valid acceptances in respect of 931,250,197 Rights Issue Shares,
representing approximately 95.39 per cent. of the total number of Rights Issue
Shares offered to Qualifying Shareholders pursuant to the Rights Issue
announced by the Company on 7 April 2014.
The Company confirms that the Managers have since procured purchasers for the
remaining 44,956,709 Rights Issue Shares for which valid acceptances were not
received at an average price of 23.5 pence per Rights Issue Share. The net
proceeds from the sale of these Rights Issue Shares, after deduction of the
relevant Issue Price (of A$0.25, 14 pence or ZAR2.41 per Rights Issue Share)
and the expenses of procuring purchasers (including any applicable brokerage
fees and commissions, amounts in respect of value added tax and currency
conversion costs), will be paid to those persons whose rights have lapsed in
accordance with the terms of the Rights Issue, pro rata to their lapsed
provisional allotments, save that amounts less that GBP5.00 or its equivalent in
A$ or ZAR (as applicable) at the time of sale, per holding, will not be so paid
but will be aggregated and retained for the benefit of the Company.
Accordingly, the Underwriters will not be required to subscribe for any Rights
Issue Shares.
Following completion of the Rights Issue, the Company's issued share capital
consists of 1,464,310,359 Common Shares. The Company holds 14,721,745 Common
Shares as treasury shares in accordance with Bermudan law. Therefore, as at 15
May 2014, the total number of voting rights in the Company is 1,449,588,614.
This figure may be used by Shareholders as the denominator for the calculations
by which they determine if they are required to notify their interest in, or a
change in their interest in, the Company under the FCA's Disclosure and
Transparency Rules ("DTR").
This announcement is in conformity with DTR 5.6.1(A).
All terms in this announcement have the meanings given to them in the Rights
Issue Prospectus unless otherwise defined.
For further information, please contact:
Aquarius Platinum Limited
Jean Nel +27 (0) 10 001 2843
Willi Boehm + 61 (0) 89 367 5211
Rand Merchant Bank (Tender Offer Dealer Manager,
Financial Adviser and Joint Bookrunner)
Justin Bothner +27 (0) 11 282 4150
Pieter Nienaber +27 (0) 11 282 1268
Martin Richardson +44 (0) 207 939 1777
Morgan Stanley (Tender Offer Dealer Manager,
Financial Adviser and Joint Bookrunner)
Christopher Reynolds +44 (0) 20 7425 8000
Risana Zitha +27 (0) 11 587 0800
Barclays (UK Sponsor and Joint Bookrunner) +44 (0) 20 7623 2323
Chris Madderson
Ben West
Absa (Joint Bookrunner) +27 (0)11 895 6000
Matt Duggan
Richard Stout
Euroz (Co-Lead Manager) + 61 (0) 89 488 1434
Doug Young
REGISTERED OFFICE
Aquarius Platinum Limited ? Clarendon House ? 2 Church Street ? Hamilton HMCX
Bermuda
Email: info@aquariusplatinum.com
Telephone: +61 8 9367 5211
IMPORTANT NOTICE
This announcement is issued by Aquarius Platinum Limited, ARBN 087 577 893. It
does not constitute, or form part of, any offer or invitation to sell or issue,
or any solicitation of any offer or invitation to purchase or subscribe for,
any shares or any other securities of the Company, nor shall it (or any part of
it), or the fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any contract or
commitment whatsoever with respect to the Tender Offer, the Rights Issue or
otherwise. This announcement is an advertisement and not a prospectus and
investors should not participate in the Tender Offer, or subscribe for or
purchase any Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares or New
DIs, except on the basis of information in the Tender Offer Memorandum or, as
the case may be, the Rights Issue Prospectus, and any supplementary prospectus
in relation thereto. No money, securities or other consideration is being
solicited and, if sent in response to the information herein, will not be
accepted.
The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. In
particular, subject to certain exceptions, this announcement should not be
distributed, forwarded to or transmitted in or into the United States or any
other Excluded Territory or any other jurisdiction outside Australia, the UK or
South Africa, where the distribution of the announcement would breach any
applicable law.
Morgan Stanley and Barclays, which are authorised and regulated in the UK by
the FCA, and RMB, Absa and Euroz are each acting for the Company and no one
else in connection with the Tender Offer and the Rights Issue and will not
regard any other person (whether or not a recipient of this announcement, the
Tender Offer Memorandum or the Rights Issue Prospectus) as a client in relation
to the Tender Offer or the Rights Issue and will not be responsible to anyone
other than the Company for providing protections afforded to its respective
clients or for providing advice in relation to the Tender Offer or the Rights
Issue or any matters referred to in the Tender Offer Memorandum or the Rights
Issue Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Morgan Stanley and Barclays by the FSMA or the regulatory regime established
thereunder, the Managers do not accept any responsibility whatsoever, and make
no representation or warranty, express or implied for, the contents of this
announcement, including its accuracy, completeness or verification or for any
other statement made or purported to be made by them, or on behalf of them, in
connection with the Company, the Aquarius Group, the Tender Offer or the Rights
Issue, and nothing in this announcement is or shall be relied upon as a promise
or representation in this respect, whether as to the past or future. The
Managers accordingly disclaim, to the fullest extent permitted by applicable
law, all and any liability whatsoever, whether arising in tort, contract or
otherwise which they might otherwise have in respect of this announcement or
any such statement.
Neither the Managers nor any person acting on their behalf, accept any
responsibility or obligation to update, review, revise or keep current the
information in this announcement, or to correct any inaccuracies which may
become apparent, or to announce, publish or distribute any information,
inaccuracy or incompleteness which comes to their attention after the date of
this announcement, and the distribution of this announcement shall not
constitute a representation or warranty by the Managers, or any other such
person, that this announcement will be updated, reviewed or revised or that any
such information will be announced, published or distributed after the date
hereof.
This announcement is for information purposes only and does not constitute or
form part of any offer to purchase, issue or sell, or the solicitation of an
offer to sell, acquire, purchase or subscribe for, any securities in any
jurisdiction and should not be relied upon in connection with any decision to
participate in the Tender Offer, or subscribe for or acquire any of the Nil
Paid Rights, DI Nil Paid Rights, Rights Issue Shares or New DIs. In particular,
this announcement does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or subscribe for,
any securities in the United States, Canada or Japan or any jurisdiction in
which such an offer or solicitation would be unlawful.
This announcement and the information contained herein does not constitute or
form a part of any offer or solicitation to purchase or subscribe for
securities in the United States. This announcement and the information
contained herein are not for distribution, directly or indirectly, in or into
the United States (including its territories and possessions, any State of the
United States and the District of Columbia). The securities mentioned herein,
including the Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and New
DIs have not been, and will not be, registered under the United States
Securities Act of 1933 (the "U.S. Securities Act") or with any securities
regulatory authority of any State of the United States or other jurisdiction.
Such securities may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. There will be no public offer of such
securities in the United States.
The information contained herein is restricted and is not for release,
publication or distribution, directly or indirectly, in whole or in part in,
into or from Canada or Japan, or any jurisdiction or to any person who is
located or resident within these jurisdictions where to do so would constitute
a violation of the relevant laws of such jurisdiction. The securities mentioned
herein, including Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and
New DIs have not been and will not be registered under the securities laws of
such jurisdictions and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within such
jurisdictions except pursuant to an exemption from and in compliance with any
applicable securities laws.
The information in this announcement may not be forwarded or distributed to any
other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.
No reliance may or should be placed by any person for any purposes whatsoever
on the information contained in this announcement or on its completeness,
accuracy or fairness. The information in this announcement is subject to
change.
Acquiring securities to which this announcement relates may expose an investor
to a significant risk of losing all of the amount invested. Persons considering
making such an investment should consult an authorised person specialising in
advising on such investments. This announcement does not constitute a
recommendation concerning the Tender Offer or the Rights Issue. The value of
securities can decrease as well as increase. Persons needing advice should
consult an independent financial adviser. Past performance cannot be relied
upon as a guide to future performance.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.
This announcement has been issued by, and is the sole responsibility of, the
Company.
END
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