6 Oct 2015 08:27
AQUARIUS PLATINUM LIMITED - Offer by Sibanye Gold LimitedAQUARIUS PLATINUM LIMITED - Offer by Sibanye Gold Limited
PR Newswire
London, October 6
ASX, LSE, JSE Release
6 October 2015
AQUARIUS BOARD UNANIMOUSLY RECOMMENDS CASH OFFER MADE BY SIBANYE
_________________________________________________________________
The boards of directors of Aquarius Platinum Limited (Aquarius and Aquarius Board) and Sibanye Gold Limited (Sibanye and Sibanye Board) have announced today that they have entered into an implementation agreement (the Implementation Agreement), under which a wholly owned subsidiary of Sibanye will, subject to the satisfaction of certain conditions (including Aquarius shareholder approval), acquire all of the shares in Aquarius for a cash consideration of USD0.195 for each Aquarius share (the Transaction).
Summary
Subject to the Transaction completing, Aquarius shareholders will receive USD0.195 (being the equivalent of c. GBP0.129, AUD0.275 and ZAR2.66 per share at the closing prices and spot exchange rates on 5 October) for each Aquarius share held, representing a premium[1] of: 60.3% to Aquarius’ closing share price of GBP0.08 on 5 October 2015, the trading day prior to this announcement; and 71.4% to Aquarius’ volume-weighted average share price of GBP0.07 over the last 30 days up to and including 5 October 2015. The Transaction is intended to be implemented by way of a plan of amalgamation under the Companies Act 1981 of Bermuda and Aquarius’ bye-laws.Board recommendations
In the absence of a superior proposal and subject to an independent expert concluding that the Transaction is fair and reasonable and in the best interests of Aquarius shareholders, the Aquarius Board has resolved unanimously to recommend that Aquarius shareholders vote in favour of the Transaction. Subject to these same qualifications, each director of Aquarius intends to vote all Aquarius shares held or controlled by them in favour of the Transaction at the Aquarius shareholder meeting.
The Transaction has been unanimously approved by the Sibanye Board and is not subject to Sibanye shareholder approval.
Implementation of the Transaction
Aquarius will appoint an independent expert to determine whether the Transaction is fair and reasonable and in the best interests of Aquarius shareholders. The independent expert will not be an existing financial adviser of Aquarius. The independent expert’s report will be included in the notice of shareholder meeting, which is expected to be distributed to Aquarius shareholders in or around November 2015.
In addition to Sibanye’s existing credit facilities the Company has entered into an acquisition facility agreement with HSBC Bank plc (“HSBC”) as sole arranger for the purpose of providing funding, if required for the Transaction.
Conditions precedent
The Transaction is subject to a number of conditions precedent, including inter alia:
Receipt of an independent expert report; Aquarius shareholders approving the Transaction at the shareholder meeting (requiring approval from a simple majority of votes cast at the meeting); All necessary regulatory approvals being obtained, including approval from the South African and Zimbabwean Competition Authorities and the South African Reserve Bank; and No material adverse change or regulatory restraint before implementation of the Transaction.The Implementation Agreement includes customary exclusivity provisions and details the circumstances in which Aquarius and Sibanye may be required to pay a reimbursement fee to the other party. The reimbursement fee is capped at 1% of the equity value of Aquarius as implied by the consideration payable under the Transaction.
Full details of the terms and conditions of the Transaction are set out in the Implementation Agreement, a copy of which is attached to this announcement.
Commentary and rationale
Commenting on the Transaction, Sir Nigel Rudd, Chairman of Aquarius, said:
“The Board of Aquarius has carefully considered the proposal received from Sibanye, taking into account all relevant company and macro considerations. The Board of Aquarius also took advice from its advisors and engaged with a select number of significant shareholders in the company regarding the proposal and, having taken their feedback into account, have unanimously recommended the proposal subject to an independent expert determining that the proposal is fair and reasonable and in the best interests of Aquarius’ shareholders and subject to no superior proposal emerging.
The Board is confident that Sibanye will continue its focus on all stakeholders, including employees, host governments and the communities.”
Commenting on the Transaction, Neal Froneman, CEO of Sibanye, said:
“The Transaction is an important strategic step for Sibanye which we are confident will result in the realisation of substantial value for stakeholders. Simultaneously Aquarius shareholders realise an attractive cash premium for their current equity holdings”.
For Sibanye the Transaction has a strong strategic and financial rationale, both as a stand-alone transaction, but also when considered in conjunction with the recently announced acquisition of the Rustenburg PGM operations. Aquarius’ well managed, low cost, mechanised operations will enhance Sibanye’s asset portfolio and value. Importantly though, significant additional value can be realised by optimising inherent regional and operational synergies between Aquarius’ Kroondal mine and the adjacent Rustenburg Operations, which Sibanye is in the process of acquiring from Anglo American Platinum.
Indicative timetable
Aquarius shareholders do not need to take any action at the present time. Documents relating to the Transaction are expected to be distributed to Aquarius shareholders in or around November 2015. This will include a notice of shareholder meeting and the independent expert’s report. Aquarius shareholders will be given the opportunity to vote on the Transaction.
Subject to Aquarius shareholder approval and the other conditions to implementation of the Transaction being satisfied (as set out above), the Transaction is expected to be implemented during the first quarter of 2016. Upon implementation the shares in Aquarius will be delisted from the London Stock Exchange, the Australian Stock Exchange and the JSE Limited in South Africa.
A detailed timetable will be released to shareholders as soon as it is available.
Principal advisors
Barclays Bank plc acting through its Investment Bank and Absa Bank Limited acting through its Corporate and Investment Bank are acting as financial advisers, Allen & Overy, Linklaters and Conyers Dill & Pearman are acting as legal advisors to Aquarius.
HSBC is acting as financial advisor, Qinisele Resources Proprietary Limited is acting as corporate advisor and Ashurst, BeesMont Law Limited and Edward Nathan Sonnenbergs Inc are acting as legal advisors to Sibanye.
About Aquarius
The Aquarius Platinum Group is a focused, independent, primary producer of the platinum group metals, which comprise platinum (Pt), palladium (Pd) and rhodium (Rh). The Aquarius Platinum Group has assets in South Africa’s PGM-bearing mineralised zone, the Bushveld Complex, and the Great Dyke Complex in Zimbabwe.
Aquarius is listed on the London Stock Exchange, the Australian Stock Exchange and the JSE Limited in South Africa.
About Sibanye
Sibanye is an independent, South African-domiciled mining group, which currently owns and operates four underground and surface gold operations – the Cooke, Driefontein and Kloof operations in the West Witwatersrand region, and the Beatrix Operation in the southern Free State province. In addition to its mining activities, the Group owns and manages significant extraction and processing facilities at the operations where the gold-bearing ore is treated and processed before it is refined.
Sibanye is listed on the JSE Limited in South Africa (primary listing) and the New York Stock Exchange in the USA.
CONTACT:
Aquarius:
In Australia:
Willi Boehm
Aquarius Platinum Corporate Services Pty Ltd
+61 8 9367 5211
In South Africa:
Jean Nel
Aquarius Platinum (South Africa) (Pty) Ltd
+27 (0)1 000 12848
or visit: www.aquariusplatinum.com
Sibanye:
James Wellsted
Head of Investor Relations
Sibanye Gold Limited
+27 83 453 4014
james.wellsted@sibanyegold.co.za
or visit: www.sibanyegold.co.za
IMPORTANT NOTICES
The Transaction is not subject to the jurisdiction of the Australian Takeovers Panel or the UK Takeover Panel and dealing disclosures are not required to be made under Rule 8 of the UK Takeover Code.
Barclays Bank plc which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Aquarius and no one else in connection with the Transaction and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Transaction or any other matter referred to in this announcement.
Absa Bank Limited which is authorised by South African Reserve Bank and Financial Services Board), is acting exclusively for Aquarius and no one else in connection with the Transaction and will not be responsible to anyone other than Aquarius for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Transaction or any other matter referred to in this announcement.
HSBC which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Sibanye and no one else in connection with the Transaction and will not be responsible to anyone other than Sibanye for providing the protections afforded to clients of HSBC nor for providing advice in relation to the Transaction or any other matter referred to in this announcement.
This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Transaction or otherwise.
This Announcement does not constitute a prospectus or prospectus equivalent document.
FORWARD LOOKING STATEMENTS
Certain statements included in this announcement, as well as oral statements that may be made by Sibanye or Aquarius, or by officers, directors or employees acting on their behalf respectively related to the subject matter hereof, constitute or are based on forward-looking statements. Forward-looking statements are preceded by, followed by or include the words “may”, “will”, “should”, “expect”, “envisage”, “intend”, “plan”, “project”, “estimate”, “anticipate”, “believe”, “hope”, “can”, “is designed to” or similar phrases or words. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of Sibanye or Aquarius respectively (as applicable), that could cause Sibanye’s or Aquarius’ actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others, the ability to complete the transaction, Sibanye’s ability to successfully integrate the acquired assets with its existing operations, the ability of the combined entity to achieve anticipated efficiencies and other cost savings in connection with the transaction, Sibanye’s ability to increase production, the success of exploration and development activities and other risks. Neither Sibanye nor Aquarius, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Other than in accordance with its legal or regulatory obligations, neither Sibanye nor Aquarius undertakes any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect any change in Sibanye’s expectations with regard thereto.
[1] Based on LSE listed shares. Premia calculated using a GBP/USD exchange rate of 1.515, AUD/USD of 0.708 and ZAR/USD 0.073 as at 5 October 2015