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Notice of Amalgamation Meeting & Annual General Meeting

14 Dec 2015 15:10

AQUARIUS PLATINUM LIMITED - Notice of Amalgamation Meeting & Annual General Meeting

AQUARIUS PLATINUM LIMITED - Notice of Amalgamation Meeting & Annual General Meeting

PR Newswire

London, December 14

AQUARIUS PLATINUM LIMITED

ASX, LSE & JSE

 14 December 2015

NOTICE OF MEETING AND INDEPENDENT EXPERT’S REPORT FINALISED

As previously announced, Aquarius and Sibanye Gold Limited ("Sibanye") entered into an implementation agreement under which a wholly owned subsidiary of Sibanye would, subject to the satisfaction of certain conditions, acquire all of the shares in Aquarius for a cash consideration of USD0.195 for each Aquarius share ("the Transaction"). The Transaction is to be implemented by way of an amalgamation under Bermuda law.

The Meeting Materials, which have been released to the market today, include all details in relation to the Amalgamation Meeting and the Annual General Meeting, and include a copy of the Independent Expert’s Report. The Meeting Materials are currently being printed and will be dispatched to Aquarius shareholders later this week. They are also available for inspection on the National Storage Mechanism of the FCA or by visiting www.aquariusplatinum.com.

The Transaction needs to be approved by a simple majority of votes cast by Aquarius shareholders. Shareholders are being asked to vote on the Transaction at a special general meeting to be held at Clarendon House, 2 Church Street, Hamilton, Bermuda on 18 January 2016 at 9.00am (Bermuda time), (”Amalgamation Meeting"). The 2015 annual general meeting of Aquarius ("Annual General Meeting”) will be held immediately after the Amalgamation Meeting at 9.30am.

The Independent Expert, Deloitte Corporate Finance Pty Limited, has determined that the Transaction is fair and reasonable, and in the best interests of Aquarius shareholders.

Shareholders should carefully read the Meeting Materials as they include important information which will help them make an informed decision on how to vote on the Transaction. The board of Aquarius continues to unanimously recommend that Aquarius shareholders vote in favour of the Transaction, in the absence of a superior proposal.

All Aquarius shareholders are encouraged to vote at both the Amalgamation Meeting and the Annual General Meeting. Details of how to vote are included in the Meeting Materials.

For further information please or visit www.aquariusplatinum.com, or contact:

In South Africa:Jean NelAquarius Platinum (South Africa) (Pty) Ltd+27 (0) 10 001 2848In Australia:Willi BoehmAquarius Platinum Corporate Services Pty Ltd+61 (0) 8 9367 5211

INDICATIVE TIMETABLE

EventIndicative Time / Date
Depositary Interest Holder Voting Entitlement Date for Amalgamation Meeting and Annual General Meeting5.00pm (GMT) on 12 January 2016
Shareholder Voting Entitlement Date for Amalgamation Meeting and Annual General MeetingIn respect of each Branch Register, at close of business on 12 January 2016
Last time for receipt of Voting Instructions (including Forms of Instruction) for Amalgamation Meeting4.00pm (GMT) on 14 January 2016
Last time for receipt of Voting Instructions (including Forms of Instruction) for Annual General Meeting4.00pm (GMT) on 14 January 2016
Last time for receipt of Proxy Forms for Amalgamation MeetingIn respect of each Branch register, at close of business on 15 January 2016
Last time for receipt of Proxy Forms for Annual General MeetingIn respect of each Branch register, at close of business on 15 January 2016
Amalgamation Meeting9:00am (Bermuda time) on 18 January 2016
Annual General Meeting9.30am (Bermuda time) on 18 January 2016
Announcement of results of Amalgamation Meeting and Annual General MeetingBy 5.00pm (Bermuda time) on 18 January 2016
Conditions Fulfilment Date – satisfaction of each of the conditions precedent to implementation, including obtaining the approvals of the South African Competition Commission and the Competition TribunalBy 31 March 2016
Announcement of Conditions FulfilmentBy 5.00pm (Bermuda time) on the Conditions Fulfilment Date
Lodgement of application for delisting from the ASX, JSE and LSEBy the second Business Day after the Conditions Fulfilment Date
Last day to trade on ASX, LSE and JSEThe fifth Business Day after the Conditions Fulfilment Date
Cessation of transfers between each Branch Register4.00pm (AEDT), on the last day to trade
Suspension of trading on ASX, LSE and JSEOn the Business Day after the last day to trade
Record Date for the Amalgamation5.00 pm (AEDT) on the fifth Business Day after the last day to trade
Effective Time (cancellation of Shares)9.00am (Bermuda time) on the next Business Day after the Record Date
Delisting of the Company from ASX, LSE and JSEAs soon as practicable following the Effective Time
Payment of the ConsiderationWithin 10 Business Days of the Effective Time
End Date6 April 2016, unless extended in accordance with the Implementation Agreement

The dates and times set out in the timetable above are indicative only and are subject to change. The actual timetable will depend on many factors outside the control of Aquarius. Capitalised terms have the meanings given to them in the Meeting Materials.

The Company expects to complete the Transaction by the end of April 2016, although the Company cannot assure completion by any particular date, if at all. The Transaction is subject to regulatory approvals and other conditions, including Sibanye receiving approvals of the South African Competition Commission and the Competition Tribunal for the implementation of the Transaction (refer section 1.9 of the Explanatory Memorandum of the Meeting Materials for further detail). It is possible that factors outside the control of both companies could result in the Proposed Transaction being completed at a later time, or not at all. There may be a substantial amount of time between the Amalgamation Meeting and the completion of the Transaction.

Once the approvals of the South African Competition Commission and the Competition Tribunal have been obtained, a timetable of events leading up to date for payment of the consideration will be announced to ASX, LSE and JSE and published on Aquarius’ website at www.aquariusplatinum.com.

Any other changes to the timetable will be announced and published in the same manner.

Date   Source Headline
13th Apr 20168:41 amPRNCancellation of Listing
11th Apr 20168:31 amPRNConversion Rates for Payment to Aquarius Shareholders
5th Apr 20167:19 amPRNPayments to Aquarius Shareholders
5th Apr 20167:00 amPRNSuspension of Listing of Aquarius Platinum Limited
4th Apr 20167:30 amRNSTemporary Suspension- Aquarius Platinum Limited
1st Apr 20169:50 amPRNDirector/PDMR Shareholding
1st Apr 20169:46 amPRNDirector/PDMR Shareholding
1st Apr 20169:45 amPRNDirector/PDMR Shareholding
1st Apr 20169:45 amPRNDirector/PDMR Shareholding
1st Apr 20169:40 amPRNDirector/PDMR Shareholding
1st Apr 20169:40 amPRNDirector/PDMR Shareholding
1st Apr 20169:33 amPRNDirector/PDMR Shareholding
24th Mar 20167:12 amPRNConditions Fulfilment occurs for Sibanye Transaction
23rd Mar 20168:47 amPRNTimetable & Details re Sibanye Transaction
22nd Mar 20167:56 amPRNFurther re transaction with Sibanye
17th Mar 20167:00 amPRNSibanye Transaction receives SA Competition approval
17th Feb 20169:02 amPRNHolding(s) in Company
9th Feb 20169:00 amPRNHalf-yearly Results to 31 December 2015
3rd Feb 20168:28 amPRNBoard of Directors - David Dix
28th Jan 20167:00 amPRNProduction Results to 31 December 2015
18th Jan 20162:30 pmPRNResult of AGM
18th Jan 20162:30 pmPRNResults - Amalgamation Meeting
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
6th Jan 20168:00 amPRNDirector/PDMR Shareholding
5th Jan 20168:00 amPRNFatal accident at Mimosa Platinum Mine
21st Dec 20157:30 amPRNRedemption of Convertible Bonds
14th Dec 20153:10 pmPRNNotice of Amalgamation Meeting & Annual General Meeting
8th Dec 20159:03 amPRNHolding(s) in Company
30th Nov 20157:00 amPRNUpdate re Sibanye Offer
30th Oct 20157:00 amPRNAnnual Report 2015
27th Oct 20157:00 amPRNFirst Quarter 2016: Production and Financial Results
9th Oct 20159:29 amPRNDirector/PDMR Shareholding
9th Oct 20159:29 amPRNDirector/PDMR Shareholding
9th Oct 20159:21 amPRNDirector/PDMR Shareholding
9th Oct 20159:18 amPRNDirector/PDMR Shareholding
9th Oct 20159:15 amPRNDirector/PDMR Shareholding
9th Oct 20159:12 amPRNDirector/PDMR Shareholding
9th Oct 20159:09 amPRNDirector/PDMR Shareholding
9th Oct 20159:05 amPRNDirector/PDMR Shareholding
6th Oct 20159:20 amPRNImplementation/Amalgamation agreements re Sibanye offer
6th Oct 20158:27 amPRNOffer by Sibanye Gold Limited
2nd Oct 20157:00 amPRNFurther re Sale of Everest Mine
30th Sep 20159:03 amPRNFinancial Statements for the year ended 30 June 2015
1st Sep 20153:00 pmPRNDirector/PDMR Shareholding

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