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14 May 2009 11:25
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
RIDGE MINING PLC
RDG: AIM
Blue Ridge Loan Financing Facilities
14 May 2009
ZAR186 million new project loan agreed
ZAR200 million bridge facility agreed
Ridge Mining plc ("Ridge") (the "Company") announces that its 50% owned subsidiary, Blue Ridge Platinum (Pty) Limited, ("Blue Ridge Platinum") has signed loan agreements for the provision of long term loan finance and short term bridge finance to provide working capital for the Blue Ridge platinum group metals mine ("Blue Ridge Mine").
A ZAR186m (US$22m) project loan is being provided by the Industrial Development Corporation of South Africa Limited ("IDC") and the Development Bank of Southern Africa Limited ("DBSA"). The loan is repayable in fourteen semi-annual installments, commencing 18 months from drawdown. Interest is payable at JIBAR (Johannesburg Inter Bank Agreed Rate) plus 8%.
A ZAR200m (US$24m) senior secured bridge facility (the "Bridge Loan") is being provided by FirstRand Bank Limited, acting through its Rand Merchant Bank division. The Bridge Loan is repayable on or before 31st December 2009 (the "Bridge Repayment Date") and interest charged will be at JIBAR plus 6% until 30th June 2009 and at JIBAR plus 7% thereafter.
The Bridge Loan is supported by an undertaking from Aquarius Platinum Limited ("Aquarius") to take over such bridge finance in the event that the proposed offer by Aquarius for the Company is completed or terminated, in return for which undertaking Aquarius will be entitled to a fee from the lender, FirstRand Bank Limited. In the event that the proposed offer by Aquarius for the Company is implemented, the Bridge Loan will be converted into a long term, secured funding facility to be provided by Aquarius. The Bridge Loan is further guaranteed by Ridge and the lender can seek recourse against Ridge for the full repayment of the loan.
In the event that the proposed offer by Aquarius for the Company fails to become unconditional, the Bridge Repayment Date can be extended. During the first three months of the extension the interest rate will be increased to 10% over JIBAR. After expiry of three months, if the Bridge Loan remains outstanding the interest rate will increase to 15% over JIBAR. Aquarius will have the right, if the Bridge Loan remains outstanding six months after the Bridge Repayment Date, to demand repayment of the Bridge Loan. If Blue Ridge Platinum or Ridge fails to repay the loan within 45 days of the demand for repayment and the lenders do not elect to exercise their rights to realize the security package over the assets of Blue Ridge, Aquarius will be entitled to convert the loan into ordinary shares in Blue Ridge Platinum on a basis as set out in an agreement between the Blue Ridge Platinum Shareholders and Aquarius. Ridge's co-shareholder in Blue Ridge Platinum, Imbani Platinum SPV (Pty.) Limited, as well as the IDC and DBSA, have a pre-emptive right to acquire this loan from Aquarius, including the right to convert the loan into ordinary shares in Blue Ridge Platinum, against full payment to Aquarius of the outstanding amount under the loan.
The existing Mezzanine Loan (a previously arranged long term project loan facility) of ZAR120m (US$14m), excluding accrued interest, provided by DBSA will remain in place but will now share security on the same terms as the new facilities.
The proposed offer for the Company by Aquarius (as announced on 26 and 27 March 2009) is pre-conditional on the arrangement, on terms satisfactory to Aquarius acting reasonably in its absolute discretion, of sufficient bridge funding for the continued operation of the Blue Ridge Mine. The Company expects that this Pre-Condition will be satisfied once the conditions precedent to the loan facilities are satisfied. The Company does not anticipate complications with regards to the loan facility conditions, which are customary for facilities of this nature.
Aquarius has today confirmed with Imbani Platinum (Pty.) Limited that its 25 million options over Ridge shares will be treated in accordance with the terms of the option agreement creating these options.
The development of the 149,000 ounce (6E) per annum Blue Ridge Mine was recently completed and the mine produced its first concentrate in early April.
Terence Wilkinson, Chief Executive of Ridge, commented: "The new financing package has been a requirement since the project's senior debt was repaid in February following the unwinding of the project hedge book. The new structure leaves the project with considerably less debt than previously planned, and with production now successfully underway the project is very well placed for the future."
Enquiries
Ridge Mining PLC
Donald McAlister (Finance Director) Tel + 44 (0) 20 7379 1474
Nominated Adviser - RBC Capital Markets
Martin Eales Tel: +44 (0) 20 7029 7882
Conduit PR
Charlie Geller /Leesa Peters Tel: +44(0) 20 7429 6605
A copy of this announcement will be available on Ridge's website (www.ridgemining.com).
This announcement has been prepared in accordance with English law and the UK Takeover 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.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to the parties' objectives and future performance, including statements relating to expected benefits associated with the transaction contemplated herein. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "should", "will", "expects / expected", "believes", "intends", "plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
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