18 Jun 2009 09:11
AQUARIUS PLATINUM LIMITED
ASX, LSE & JSE
ASX / LSE / JSE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION 18 June 2009 Update on the all share offer by Aquarius Platinum Limited ("Aquarius") for Ridge Mining plc ("Ridge")
Aquarius wishes to confirm that, following the announcement released on 26 May 2009 and 27 May 2009, regarding an all share offer by Aquarius for Ridge (the "Transaction"), that all pre-conditions to the Transaction have been satisfied, and that the South African Competition Tribunal has unconditionally approved the Transaction. Subsequently the circular to Ridge shareholders to implement the Transaction, which is to be implemented pursuant to a scheme of arrangement (the "Scheme"), was posted to Ridge shareholders on 11 June 2009.
The Transaction is subject to various conditions including in particular (i) the approval of Ridge shareholders, which is being sought at the shareholder meetings on 6 July 2009, and (ii) the approval of the Court, which is being sought on 27 July 2009.
Aquarius has received irrevocable undertakings to vote in favour of the Transaction and the Scheme representing, in aggregate, 32.7 per cent. of Ridge's issued ordinary share capital, received from the Ridge Directors and the two largest Ridge Shareholders, Gold Mountains (H.K.) International Mining Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd) and Blackrock Investment Management (UK) Ltd.
Subject to the satisfaction of the conditions and based on the expected timetable of principal events, the Scheme is expected to become effective on 30 July 2009. For reference the expected timetable of principal events is set out below.
Expected timetable of principal events
The following times and dates are indicative only and will depend, amongst other things, on the dates upon which the Court sanctions the Scheme and confirms the associated cancellation of Ridge shares and whether the conditions are either satisfied or, if capable of waiver, waived.
Court meeting of Ridge shareholders 11.00 a.m. on 6 July 2009 Extraordinary general meeting of Ridge 11.15 a.m. on 6 July 2009 shareholders Court hearing to sanction the Scheme 27 July 2009 Last day of dealings in, and for 28 July 2009 registration of transfers of, and disablement in CREST of, Ridge shares Suspension of trading and dealings in 4.30 p.m. on 28 July 2009 Ridge shares Court hearing to confirm cancellation of 29 July 2009 Ridge shares Effective date of Scheme 30 July 2009 Cancellation of admission of Ridge shares 8.00 a.m. on 30 July 2009 to trading on AIM Dealings in new Aquarius shares commence 8.00 a.m. on 30 July 2009 on the London Stock Exchange Expected credit of new Aquarius depositary 8.00 a.m. on 30 July 2009 interests in CREST to previously uncertificated holders of Ridge shares Latest date for dispatch of certificates 13 August 2009 in respect of new Aquarius shares to previously certificated holders of Ridge shares Enquiries:Aquarius Ridge In the UK & South Africa Francis Johnstone (Commercial Director) Nick Bias Tel: +44 (0)20 7379 1474 Tel: +41 (0)79 888 1642 In Australia: Willi Boehm Tel: +61 (0)8 9367 5211 REGISTERED OFFICE
Aquarius Platinum Limited â— Clarendon House â— 2 Church Street â— Hamilton HMCX Bermuda
Email: info@aquariusplatinum.com
Telephone: +61 8 9367 5211
The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
It is expected that the New Aquarius Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. This transaction has not been approved or disapproved by the US Securities and Exchange Commission (the "Commission"), nor has the Commission or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. The announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aquarius or Ridge, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in "relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the UK Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
A copy of this announcement will be available on Aquarius' website (www.aquariusplatinum.com) and Ridge's website (www.ridgemining.com).
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