Conversion of USD135m Convertible Debentures (5105B)
February 18 2011 - 9:00AM
UK Regulatory
TIDMPPN
RNS Number : 5105B
Platmin Limited
18 February 2011
Platmin announces that it has agreed to the conversion of all of
its US$135 million worth of convertible debentures
18 February 2011
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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