28 Oct 2011 07:00
AQUARIUS PLATINUM LIMITED 28 October 2011 Notification of transfer to a Premium Listing
Aquarius Platinum Limited ("Aquarius" or the "Company") announces that it is proposing to transfer the listing category of its common shares from a Standard Listing to a Premium Listing. It is anticipated that this transfer will take effect at 8.00 a.m. on 28 November 2011, conditional on the passing of the Pre-emption Rights Resolution at the annual general meeting of the Company to be held on 25 November 2011.
Background and reasons for the transferto Premium Listing
Aquarius was established in the late 1990s to become the ultimate holding company of the Aquarius group, which was listed on ASX and focused on platinum projects in southern Africa. By 2011, Aquarius has grown into the world's fourth largest primary platinum producer with interests in five mining operations and two tailings retreatment plants, as well as an active exploration programme.
Aquarius has a primary listing on the Australian Securities Exchange and standard listing on the Official List and is admitted to the Main Market of the London Stock Exchange. It also has a secondary listing on the Johannesburg Stock Exchange as well as retaining a sponsored Level 1 ADR programme in the United States. In January 2006, Aquarius entered into the FTSE UK 250 Index Series and in June 2009, Aquarius was accepted into the ASX 100 Index Series.
At the time of its admission to the Official List of the UK Listing Authority, Aquarius retained a primary listing on the Australian Securities Exchange and listed on the Official List of the UK Listing Authority under Chapter 14 with a secondary listing (now Standard Listing).
Aquarius is able to meet the relevant requirements of Chapter 6 of the Listing Rules and is seeking to transfer its category of listing from a Standard Listing to a Premium Listing. A Premium Listing is required for the Company's shares to remain eligible for inclusion in the FTSE UK 250 Index Series.
Accordingly, the board of the Company has concluded that it would be in the best interests of the Company and its shareholders as a whole to transfer Aquarius's listing to a Premium Listing.
The Company has therefore requested and, subject to the Pre-emption Rights Resolution being passed, it is anticipated that the UK Listing Authority will approve the transfer of the listing category of the Company's common shares from a Standard Listing to a Premium Listing with effect from 8.00 a.m. on 28 November 2011. As at 27 October 2011, the Company had 470,167,206 common shares in issue (including 1,623,894 treasury shares). It is proposed that all of the Company's common shares will be transferred to a Premium Listing.
Proposed changes to be made in connection with the transfer to Premium Listing
The Company will shortly publish a notice convening its annual general meeting of its shareholders to be held on 25 November 2011 at which (among other things) the Pre-emption Rights Resolution will be proposed. In order to satisfy the requirements for a Premium Listing, where the Company is proposing to issue equity securities for cash (or sell treasury shares for cash), it must ensure that, subject to certain exceptions, it first offers such securities to existing shareholders in proportion to their existing holdings. Such pre-emption rights may be disapplied by a majority of 75 per cent. of the shareholders of the Company. Accordingly, pursuant to the Pre-emption Rights Resolution the Company proposes to amend its byelaws in order to comply with this requirement. The proposed amendment to the byelaws will be available for inspection at Aquarius's registered office from the date of this announcement until the close of the annual general meeting on 25 November 2011, as well as at the place of the annual general meeting 15 minutes prior to and during the meeting. The transfer of the Company's listing remains conditional on the Pre-emption Rights Resolution being passed. However the transfer of the Company's listing does not itself require shareholder approval; shareholders are not required to vote, or take any other action, in respect of the transfer from Standard Listing to Premium Listing.
Effect of the transfer to Premium Listing
The effect of the transfer of the category of listing from a Standard Listing to a Premium Listing is that certain additional provisions of the Listing Rules will now apply to the Company. These provisions, set out under Chapters 6 to 13 (inclusive) of the Listing Rules, relate to the following matters:
* the application of certain requirements that are specific to Premium listed companies (Chapter 6); * the application of the Listing Principles (Chapter 7); * the requirement to appoint a sponsor (Chapter 8); * the requirement to comply with various continuing obligations, including compliance with the Model Code, the adoption of pre-emption rights (which may be disapplied by shareholders) and compliance with all relevant provisions of the UK Corporate Governance Code (or provide an explanation for any non-compliance, if applicable, in its annual financial report) (Chapter 9); * the requirement to announce, or obtain shareholder approval for, certain transactions outside the scope of its published investment policy (depending on their size and nature) and for certain transactions with 'related parties' of the Company (Chapters 10 and 11); * certain restrictions in relation to the Company dealing in its own securities and treasury shares (Chapter 12); and * various specific contents requirements that will apply to circulars issued by the Company to its shareholders (Chapter 13).
Working capital
In the opinion of the Company, the Company and its subsidiary undertakings (together, the "Group") has sufficient working capital available for the Group's requirements for at least the next 12 months from the date of this announcement.
Appointment of sponsor
Liberum Capital Limited is acting as sponsor and corporate broker to the Company. Liberum Capital Limited has given and has not withdrawn its written consent to the inclusion of the reference to their name in the form and context in which it is included.
EnquiriesIn the United KingdomGavin Mackay+44 7909 547 042In Australia:Willi Boehm
Aquarius Platinum Corporate Services
+61 8 9367 5211In South Africa:Stuart Murray+27 (0) 11 656 1140Definitions
"Listing Rules" means the listing rules made by the UK Listing Authority under Section 75A of the Financial Services and Markets Act 2000;
"Model Code" means the Model Code on directors' dealings in securities set out in Annex 1 of Chapter 9 of the Listing Rules;
"Pre-emption Rights Resolution" means the resolution to be proposed at the annual general meeting of the Company to be held on 25 November 2011 to amend its byelaws to include provisions relating to shareholder pre-emption rights in respect of the issue of new shares for cash consideration, in order to comply with rule 2.2.15R of the Listing Rules, as set out in the notice of annual general meeting to be published shortly by the Company;
"Premium Listing" means a premium listing (commercial company) under Chapter 6 of the Listing Rules;
"Standard Listing" means a standard listing under Chapter 14 of the Listing Rules;
"UK Corporate Governance Code" means the UK Corporate Governance Code published in May 2010 by the Financial Reporting Council.
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