30 Oct 2009 09:50
Aquarius Platinum LimitedEXEMPT COMPANY NO. EC26290ARBN 087 577 893 Notice of Annual General MeetingandExplanatory Memorandum
Date of Meeting: Friday, 27 November 2009
Time of Meeting: 9:00 am
Place of Meeting: Clarendon House
2 Church Street Hamilton BERMUDA
This Notice of General Meeting and Explanatory Memorandum should be read in
their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional
adviser prior to voting.
Your 2009 Annual Report is now available at www.aquariusplatinum.com
AQUARIUS PLATINUM LIMITEDExempt Company NO. EC26290ARBN 087 577 893
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of Aquarius Platinum Limited ("Company") will be held at 9:00 am on Friday, 27 November 2009 at Clarendon House, 2 Church Street, Hamilton, Bermuda.
The Explanatory Memorandum which accompanies and forms part of this Notice ofAnnual General Meeting describes the various matters to be considered andcontains a glossary of defined terms for terms that are not defined in full inthis Notice of Annual General Meeting.
Agenda
1. Appointment of Chairman of the Meeting
2. Confirmation of the Notice and Quorum
3. Accounts for the Period Ended 30 June 2009
To receive the financial statements, directors' report and auditor's report for the Company and its controlled entities for the period ended 30 June 2009.
4. Resolution 1 - Re-election of Mr Tim Freshwater
To consider and, if thought fit, to pass, the following resolution:
"That Mr Tim Freshwater, who retires by rotation in accordance with the Company's Bye-Laws and being eligible, offers himself for re-election, be re-elected as a Director."
5. Resolution 2 - Re-election of Mr Edward Haslam
To consider and, if thought fit, to pass, the following resolution:
"That Mr Edward Haslam, who retires by rotation in accordance with the Company's Bye-Laws and being eligible, offers himself for re-election, be re-elected as a Director."
6. Resolution 3 - Re-election of Mr Zwelakhe Mankazana
To consider and, if thought fit, to pass, the following resolution:
"That Mr Zwelakhe Mankazana, who was appointed a director of the Company tofill a casual vacancy on 5 November 2008, retires in accordance with the ASXListing Rules and being eligible, offers himself for re-election, be re-electedas a Director."
7. Resolution 4 - Approve and/or ratify the issue of Shares on exercise of the Ridge Options
To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, for the purposes of ASX Listing Rule 7.1, ASX Listing Rule 7.4 and forall other purposes, the Shareholders approve or ratify (as appropriate) theissue of up to 1,815,684 Shares on exercise of the Ridge Options, on the termsand conditions set out in the Explanatory Memorandum."The Company will disregard any votes cast on this resolution by any person whoparticipated or may participate in the issue and by any person who might obtaina benefit, except a benefit solely in the capacity of a holder of ordinaryshares if this resolution is passed, and by any associate of such persons. However, the Company need not disregard a vote if it is cast by a person asproxy for a person who is entitled to vote, in accordance with the directionson the proxy form, or it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theproxy form to vote as the proxy decides.
8. Resolution 5 - Ratify the issue of Shares on exercise of the Imbani Option and the Zijin Warrants
To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, theShareholders ratify the issue of 11,636,363 Shares on exercise of the ImbaniOption and the Zijin Warrants, on the terms and conditions set out in theExplanatory Memorandum."The Company will disregard any votes cast on this resolution by any person whoparticipated in the issue, and any associate of such persons. However, theCompany need not disregard a vote if it is cast by a person as proxy for aperson who is entitled to vote, in accordance with the directions on the proxyform, or it is cast by the person chairing the meeting as proxy for a personwho is entitled to vote, in accordance with a direction on the proxy form tovote as the proxy decides.
9. Resolution 6 - Re-appointment of Auditor
To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, Messrs Ernst & Young of Perth, Western Australia, be and are hereby appointed as Auditors of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors."
By Order of the BoardWilli BoehmCompany SecretaryDATED: 30 October 2009
AQUARIUS PLATINUM LIMITED PROXY FORM
Exempt Company Number EC26290ARBN 087 577 893
PROXY AND VOTING ENTITLEMENT INSTRUCTIONS
PROXY INSTRUCTIONSShareholders are entitled to appoint up to two persons (including a bodycorporate) to act as proxies to attend and vote on their behalf. Where morethan one proxy is appointed each proxy may be appointed to represent a specificproportion of the shareholder's voting rights. If the appointment does notspecify the proportion or number of votes each proxy may exercise, each proxymay exercise half of the votes. If a body corporate is appointed as proxy, thebody corporate may appoint an individual as a representative to exercise itspowers at the Meeting.The proxy form (and the power of attorney or other authority, if any, underwhich the proxy form is signed) or a copy or facsimile which appears on itsface to be an authentic copy of the proxy form (and the power of attorney orother authority) must be deposited at or sent by facsimile transmission to oneof the following locations, not less than 48 hours before the time for holdingthe Meeting, or adjourned Meeting as the case may be, at which the individualnamed in the proxy form proposes to vote. Codan Services Computershare Investor Aquarius Platinum Corporate Services PLC Services Pty Ltd The Pavilions Clarendon House Bridgwater Road Bristol BS99 6ZY PO Box 485 2 Church Street ENGLAND SOUTH PERTH WA 6951 Hamilton HM CX AUSTRALIA BERMUDA Facsimile (870) 703 6076 Facsimile (618) 9367 5233 Facsimile (441) 292 4720
The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation in a manner permitted by the Company's Bye-laws and the Companies Act.
The proxy may, but need not, be a shareholder of the Company.
In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.
A proxy form is attached to this Notice.
VOTING ENTITLEMENT
For the purposes of determining voting entitlements at the Meeting, shares willbe taken to be held by the persons who are registered as holding the shares at9.00am Wednesday, 25 November 2009. Accordingly, transactions registered afterthat time will be disregarded in determining entitlements to attend and vote atthe Meeting. I/We of being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitledto shares in the Company hereby appoint of or failing him/herofor failing him/her the Chairman as my/our proxy to vote for me/us and on my/ourbehalf at the annual general meeting of the Company to be held at ClarendonHouse, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 27 November2009 and at any adjournment thereof in respect of of my/our shares or, failing any number being
specified, ALL of my/our shares in the Company.
If more than one proxy is appointed, the proportion of voting rights this proxyis authorised to exercise is [ ]%. (An additional proxy form will besupplied by the Company on request.)
In relation to undirected proxies, the Chairman intends to vote in favour of each resolution.
If you do not wish to direct your proxy how to vote, please place a mark in the box.
If you wish to indicate how your proxy is to vote, please tick the appropriateplaces below. If no indication is given on a resolution, the proxy may abstainor vote at his or her discretion.
I/we direct my/our proxy to vote as indicated :
Resolution For Against
Abstain
Re-election of Mr Tim Freshwater Re-election of Mr Edward Haslam Re-election of Mr Zwelakhe Mankazana Approve and ratify the issue of Shares on exercise of the
Ridge Options
Ratify the issue of Shares on exercise of the Imbani
Option and the Zijin Warrants Re-appointment of Auditor As witness my/our hand/s this day of 2009 If a natural person:SIGNED by ) in the presence of: ) Witness Name (Printed) Name (Printed) If a company:EXECUTED by ) in accordance with its ) constitution ) Director Director/Secretary Name (printed) Name (Printed) If by power of attorney:SIGNED for and on behalf of ________________________________)
_______________________________________ Signature of Attorney )
by _____________________________________________________)
)
under a Power of Attorney dated
_______________________________________
and who ) declares that he/she has not received any revocation of such Power ) Signature of Witness of Attorney in the presence of:
AQUARIUS PLATINUM LIMITEDExempt Company NO. EC26290ARBN 087 577 893Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Clarendon House, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 27 November 2009.
This Explanatory Memorandum should be read in conjunction with, and forms partof, the accompanying Notice of Annual General Meeting. A glossary of terms isincluded at the end of this Explanatory Memorandum.
Full details of the Resolutions to be considered at the Meeting are set out below.
1. Resolution 1 - Re-Election of Mr Tim Freshwater as a Director
It is a requirement under the Company's Bye-laws that Mr Tim Freshwater retire by rotation. Mr Freshwater has offered himself for re-election as a Director.
The remaining Directors recommend to shareholders that Mr Freshwater be re-elected.
2. Resolution 2 - Re-Election of Mr Edward Haslam as a Director
It is a requirement under the Company's Bye-laws that Mr Edward Haslam retire by rotation. Mr Haslam has offered himself for re-election as a Director.
The remaining Directors recommend to shareholders that Mr Haslam be re-elected.
3. Resolution 3 - Re-Election of Mr Zwelakhe Mankazana as a Director
It is a requirement under the ASX Listing Rules that Mr Zwelakhe Mankazana, whowas appointed a director of the Company to fill a casual vacancy, retire at theAnnual General Meeting. Mr Mankazana has offered himself for re-election as aDirector.Mr Mankazana is an Executive Director of Savannah Resources, the leadinvestment in the Savannah Consortium, Aquarius' BEE partner. Mr Mankazanaholds an MSc in Economics from the Patrice Lumumba University of Friendship. In addition to his interests in mining, Mr Mankazana is also a director ofSouth African mobile operator Cell C, Emerald Casinos and Resorts, NewMillennium Telecommunications and Ubambo Investment Holdings Limited. He isinvolved in community development as a trustee on several development trusts.
The remaining Directors recommend to shareholders that Mr Mankazana be re-elected.
4. Resolutions 4 and 5 - Approving and ratifying the issue of Shares on exercise of the Ridge Options, the Imbani Option and the Zijin Warrants
4.1 Background
On 30 July 2009 the Scheme was implemented to give effect to a merger of Ridge with the Company.
At the time at which the Scheme was implemented, the following securities which had previously been issued by Ridge remained outstanding:
(a) 5,068,140 options granted under various employee incentive plans which Ridge had in place prior to the Scheme, each of which gave the holder an option to subscribe for a share in Ridge at a set subscription price ("Ridge Options")
(b) an option held by Imbani pursuant to which Ridge had granted to Imbani anoption to subscribe for up to 25,000,000 shares in Ridge at an exercise priceof GBP0.70 per share ("Imbani Option"); and
(c) 7,000,000 warrants held by Gold Mountains (a wholly owned subsidiary of Zijin), each of which gave Gold Mountains the right to subscribe for a share in Ridge at a subscription price of GBP0.70 per share ("Zijin Warrants").
Pursuant to the terms of the Scheme and in accordance with amendments made tothe Articles of Association of Ridge, upon exercise of the Ridge Options, theImbani Option and the Zijin Warrants following implementation of the Scheme,the shares to be allotted and issued by Ridge upon exercise were to beimmediately transferred to the Company (or a wholly owned subsidiary of theCompany) conditional on and in exchange for the same consideration for eachRidge share received by a Ridge shareholder under the Scheme (i.e. on the samebasis as consideration was paid under the Scheme, being 1 Share for every 2.75Ridge shares).
As announced to ASX in recent months, various holders have exercised their Ridge Options, Imbani has exercised the Imbani Option and Gold Mountains has exercised the Zijin Warrants, resulting in several issues of Shares by the Company.
Resolution 4 seeks the approval and ratification of Shareholders to the issue of Shares upon exercise of the Ridge Options. The Resolution seeks:
(d) approval for the purpose of ASX Listing Rule 7.1 in relation to the Sharesto be issued on exercise of the Ridge Options in the future (i.e. in the timeperiod after Resolution 4 is passed until expiry of the Ridge Options on 30January 2010); and
(e) ratification for the purpose of ASX Listing Rule 7.4 in relation to the Shares already issued on exercise of the Ridge Options (i.e. in the time period up until Resolution 4 is passed).
As at the date of the Notice of Annual General Meeting, 2,526,715 Ridge Optionshave been exercised (resulting in the issue of 918,802 Shares) and 2,466,425Ridge Options remain outstanding (which, if all exercised, will result in theissue of an additional 896,882 Shares). The Chairman will provide updatedfigures as regards exercised and outstanding Ridge Options at the AnnualGeneral Meeting.Resolution 5 seeks the ratification of Shareholders to the issue of Shares uponexercise of the Imbani Option and the Zijin Warrants, for the purpose of ASXListing Rule 7.4.
4.2 ASX Listing Rules 7.1 and 7.4
In brief, ASX Listing Rule 7.1 requires shareholder approval for an issue ofequity securities if, over a 12 month period, the number of equity securitiesissued is more than 15% of the number of ordinary shares on issue at the startof that 12 month period.
Under ASX Listing Rule 7.4, an issue of equity securities made without prior approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if:
(a) the issue did not breach the 15% limit under ASX Listing Rule 7.1 when made; and
(b) shareholders subsequently approve it.
The Company previously obtained a waiver from ASX with the effect that theCompany was permitted to issue Shares to Ridge shareholders who participated inthe Scheme as an exception to ASX Listing Rule 7.1. However, Shares issued onexercise of the Ridge Options, the Imbani Option and the Zijin Warrants afterimplementation of the Scheme may not fall within the terms of the waiver.Accordingly, the Company is seeking approval under ASX Listing Rule 7.1 andratification under ASX Listing Rule 7.4 so that Shares previously issued, andto be issued in the future on exercise of the Ridge Options, the Imbani Optionand the Zijin Warrants, will not count towards the 15% limit in respect ofequity securities issued by the Company.
4.3 Resolution 4 - Disclosure requirements
In accordance with the disclosure requirements of ASX Listing Rule 7.3 and ASX Listing Rule 7.5, the following information is provided to Shareholders to enable them to consider, approve and ratify the issue of Shares under Resolution 4.
(a) The maximum number of Shares being issued on exercise of the Ridge Optionsis 1,815,684. As at the date of the Notice of Annual General Meeting, 918,802of those Shares have been issued.
(b) The Shares will be issued by 5 February 2010.
(c) The Shares are being issued in consideration for the transfer to the Company of Ridge shares on the basis of 1 Share for every 2.75 Ridge shares (the same ratio as applicable under the Scheme). The relevant Ridge shares are being issued upon exercise of the Ridge Options which have varying exercise prices ranging between GBP0.515 and GBP2.260 per Ridge share.
(d) The Shares are being issued to the holders of Ridge Options who choose to exercise their Options prior to expiry.
(e) The Shares being issued are fully paid common shares in the Company and rank equally with, and are on the same terms, as the existing Shares on issue.
(f) No funds will be raised by the Company on issue of the Shares. The Sharesare being issued as consideration for the transfer to the Company of Ridgeshares. However, if all of the Ridge Options are exercised, funds of GBP2.6million will be received by Ridge (now a wholly owned subsidiary of theCompany) and these funds will be used for working capital.(g) The Company has and will continue to issue the Shares upon exercise of therelevant Ridge Options. Accordingly, allotment is occurring, and will continueto occur progressively over the period until expiry of the Ridge Options on 30January 2010.
4.4 Resolution 5 - Disclosure requirements
In accordance with the disclosure requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to enable them to consider and ratify the issue of the Shares under Resolution 5.
(a) The total number of Shares allotted was 11,636,363.
(b) The Shares were issued in consideration for the transfer to the Company ofRidge shares on the basis of 1 Share for every 2.75 Ridge shares (the sameratio as applicable under the Scheme). The relevant Ridge shares were issuedupon exercise of the Imbani Option and the Zijin Warrants which each had anexercise price of GBP0.70 per Ridge share.
(c) The Shares issued are fully paid common shares in the Company and rank equally with, and are on the same terms, as the existing Shares on issue.
(d) 9,090,909 Shares were issued to Imbani (upon exercise of the Imbani Option)on 10 September 2009 and 2,545,454 Shares were issued to Gold Mountains (uponexercise of the Zijin Warrants) on 27 August 2009.
(e) No funds were raised by the Company on issue of the Shares. The Shares were issued as consideration for the transfer to the Company of 32,000,000 Ridge shares. However, funds of GBP22.4 million were received by Ridge (now a wholly owned subsidiary of the Company) and these funds will be used for working capital .
5. Resolution 6 - Re-Appointment of Auditor
Section 89(2) of the Companies Act provides that members of a company at eachannual general meeting shall appoint one or more auditors to hold office untilthe close of the next annual general meeting. In addition, Section 89(6)provides that the remuneration of an auditor appointed by the members shall befixed by the members or by the Directors, if they are authorised to do so bythe members.Ernst & Young are the Company's auditors. Pursuant to Resolution 6, Ernst &Young will be re-appointed the Company's auditors until the close of the nextannual general meeting at a fee to be agreed by the Directors.
6. Glossary of Terms
In the Notice of Annual General Meeting and this Explanatory Memorandum the following words and expressions have the following meanings:
"ASX" means ASX Limited, or the stock exchange conducted by ASX, as the context requires.
"ASX Listing Rules" means the official listing rules of ASX.
"Board" means the board of Directors.
"Companies Act" means the Companies Act 1981 of Bermuda as amended from time to time.
"Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893.
"Directors" means the directors of the Company from time to time.
"Explanatory Memorandum" means this explanatory memorandum.
"GBP" means the lawful currency of the United Kingdom.
"Gold Mountains" means Gold Mountains (H.K.) International Mining Co. Limited, a wholly owned subsidiary of Zijin.
"Imbani" means Imbani Platinum (Pty) Ltd (Registration No. 2002/015678/07).
"Imbani Option" has the meaning given in section 4.1(b) of the Explanatory Memorandum.
"Meeting" and "Annual General Meeting" means the annual general meeting of Shareholders or any adjournment thereof, convened by the Notice.
"Notice" and "Notice of Annual General Meeting" means the notice of annual general meeting which accompanies this Explanatory Memorandum.
"Resolution" means a resolution in the Notice of Annual General Meeting.
"Ridge" means Ridge Mining Limited (Registered No. 3549005).
"Ridge Options" has the meaning given in section 4.1(a) of the Explanatory Memorandum.
"Scheme" means the scheme of arrangement under Part 26 of the UK Companies Act (2006) between Ridge and its shareholders.
"Shareholder" means a registered holder of Shares.
"Share" means a fully paid common share of USD0.05 in the capital of the Company.
"WST" means Western Standard Time being the local time in Perth, Western Australia.
"Zijin" means Zijin Mining Group Co. Ltd.
"Zijin Warrants" has the meaning given in section 4.1(c) of the Explanatory Memorandum.
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