AQP.L Regulatory News (AQP)

AQUARIUS PLATINUM LIMITED ASX, LSE & JSE NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THEUNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATESOR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR TO ANY PERSON LOCATED ORRESIDENT IN ITALY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTETHIS DOCUMENT. 14 April 2014 AQUARIUS PLATINUM LIMITED (THE "COMPANY") ANNOUNCES INDICATIVE RESULTS OF INVITATIONS TO HOLDERS OF CERTAIN CONVERTIBLE BONDS On 7 April 2014, the Company invited holders of its outstanding ConvertibleBonds described below (the "Securities") to tender the outstanding Securitiesfor repurchase by the Company (the "Tender Offer") on the terms of, and subjectto 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 tothem in the Tender Offer Memorandum unless defined otherwise herein. Allreferences to times in this announcement are to London time. Following the Expiration Deadline for the Tender Offer at 4.00pm London time on11 April 2014, the Company hereby announces (A) that the aggregate nominalamount of Securities validly tendered pursuant to the Tender Offer (whichreflects an aggregate principal amount of Investec's Locked-Up Securities ofU.S.$70,000,000) is as set out in the table below and (B) that the MinimumTender Amount Condition has been satisfied. Description of Common code/ Outstanding Repurchase Aggregate the Securities ISIN principal amount Price nominal amount of Securities tendered U.S.$300,000,000 047048206/ U.S.$298,000,000 U.S.$92,000 per U.S.$172,600,000 4.00 per cent. XS0470482067 U.S.$100,000 in Convertible principal Bonds due 2015 amount of Securities Funding Condition As set out in the Tender Offer Memorandum, the Company intends to launch anissue by way of rights of new common shares in the capital of the Company (the"Common Shares") to qualifying shareholders (the "Proposed Rights Issue"). TheCompany expects to publish a prospectus in connection with the Proposed RightsIssue on or about 15 April 2014. The repurchase by the Company of anySecurities pursuant to the Tender Offer is conditional, at the option of theCompany, upon the successful completion (in the sole determination of theCompany) of the Proposed Rights Issue of up to U.S.$225 million, on termssatisfactory to the Company (in its sole discretion), to finance part or all ofthe amount payable by the Company for Securities accepted for repurchasepursuant to the Tender Offer (the "Funding Condition"). Acceptance and Results As soon as reasonably practicable on Thursday, 15 May 2014 the Company willannounce its decision of whether (i) the Funding Condition has been satisfiedand (ii) the Company will accept valid tenders of Securities pursuant to theTender Offer and if so accepted, the Acceptance Amount and the pro- rationfactor (if applicable) to be applied to valid tenders of Securities. Securities that are not tendered for repurchase pursuant to the Tender Offerwill remain outstanding and remain subject to the terms and conditions of theSecurities. The Company may, in its sole discretion, extend, re-open, amend, and/orterminate the Tender Offer at any time (subject to applicable law and asprovided in the Tender Offer Memorandum). Details of any such extension,re-opening, amendment, waiver (if permitted), termination and/or withdrawalwill be announced wherever applicable as provided in the Tender OfferMemorandum as soon as reasonably practicable after the relevant decision ismade. Unless stated otherwise, all announcements made by the Company in relation tothe Tender Offer will be made public through the Notifying News Service(s),through the Clearing Systems for communication to Direct Participants, via anRIS announcement, by publication on the website of the Australian SecuritiesExchange and via a SENS announcement. Copies of all announcements, notices andpress releases can also be obtained from the Tender Agent, the contact detailsfor which are set out below. Significant delays may be experienced wherenotices are delivered to the Clearing Systems and Securityholders are urged tocontact the Tender Agent for the relevant announcements during the course ofthe Tender Offer. In addition, Securityholders may contact the Dealer Managersfor information using the contact details set out below. Requests for information in connection with the Tender Offer may be directed tothe Dealer Managers: THE DEALER MANAGERS Morgan Stanley & Co. International plc Rand Merchant Bank, a division 25 Cabot Square of FirstRand Bank Limited Canary Wharf (London Branch) London E14 4QA 2 - 6 Austin Friars United Kingdom London EC2N 2HD United Kingdom For information by telephone: +44 (0) 207 677 5040 For information by telephone: +44 (0) 207 939 1777 Email:liabilitymanagementeurope@morganstanley.com Email: martin.richardson@rmb.co.uk Requests for information in relation to the procedures for tendering Securitiesin, and for any documents or materials relating to, the Tender Offer should bedirected 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 OfferMemorandum. If any Securityholder is in any doubt as to the action it shouldtake, it is recommended to seek its own financial and legal advice, includingin 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 aninvitation to participate in the Tender Offer in any jurisdiction in which, orto any person to or from whom, it is unlawful to make such invitation or forthere to be such participation under applicable securities laws. Thedistribution of this announcement and/or the Tender Offer Memorandum in certainjurisdictions may be restricted by law. Persons into whose possession thisannouncement or the Tender Offer Memorandum come are required by the Company,the Dealer Managers and the Tender Agent to inform themselves about and toobserve any such restrictions. None of the Dealer Managers, the Tender Agent orthe Company or any of their respective directors, employees or affiliates makesany recommendation whether Securityholders should participate in the TenderOffer or refrain from taking any action in the Tender Offer with respect to anySecurities, and none of them has authorised any person to make any suchrecommendation. The Dealer Managers and the Tender Agent (and their respectivedirectors, employees and affiliates) make no representations or recommendationswhatsoever regarding this announcement, the Tender Offer Memorandum or theTender Offer. The Tender Agent is the agent of the Company and owes no duty toany Securityholder. REGISTERED OFFICE Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCXBermuda Email: info@aquariusplatinum.com

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