AQP.L Regulatory News (AQP)

AQUARIUS PLATINUM LIMITED ASX, LSE & JSE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY JURISDICTIONIN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THEEND OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS ORPROSPECTUS EQUIVALENT DOCUMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORMPART OF, ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANYOFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, ANY SHARES OR ANY OTHERSECURITIES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION,FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENTTO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE RIGHTSISSUE OR OTHERWISE. 15 April 2014 For immediate release AQUARIUS PLATINUM LIMITED PUBLICATION OF PROSPECTUS Further to the announcement by Aquarius Platinum Limited (the "Company")earlier today relating to the terms of the Rights Issue (the "Rights IssueTerms Announcement"), the UK Listing Authority has approved a prospectus dated15 April 2014 (the "Rights Issue Prospectus"). The Rights Issue Prospectus hasalso been approved by JSE Limited. Further details of the Rights Issue are set out in the Rights Issue Prospectus,which is available on the Company's website at www.aquariusplatinum.com. TheRights Issue Prospectus will be submitted to the National Storage Mechanism andwill shortly be available for inspection at www.morningstar.co.uk/uk/NSM. All terms in this announcement have the meanings given to them in the RightsIssue Terms Announcement unless otherwise defined. For further information, please contact: Enquiries: Aquarius Platinum Limited Jean Nel +27 (0) 10 001 2843 Willi Boehm + 61 (0) 89 367 5211 Rand Merchant Bank (Tender Offer Dealer Manager,Financial Adviser and Joint Bookrunner) Justin Bothner +27 (0) 11 282 4150 Pieter Nienaber +27 (0) 11 282 1268 Martin Richardson +44 (0) 207 939 1777 Morgan Stanley (Tender Offer Dealer Manager,Financial Adviser and Joint Bookrunner) Christopher Reynolds +44 (0) 20 7425 8000 Risana Zitha +27 (0) 11 587 0800 Barclays (UK Sponsor and Joint Bookrunner) +44 (0) 20 7623 2323 Chris Madderson Ben West Absa (Joint Bookrunner) +27 (0)11 895 6000 Matt Duggan Richard Stout Euroz (Co-Lead Manager) + 61 (0) 89 488 1434 Doug Young REGISTERED OFFICE Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCXBermuda Email: info@aquariusplatinum.com Telephone: +61 8 9367 5211 IMPORTANT NOTICE This announcement is issued by Aquarius Platinum Limited, ARBN 087 577 893. Itdoes not constitute, or form part of, any offer or invitation to sell or issue,or any solicitation of any offer or invitation to purchase or subscribe for,any shares or any other securities of the Company, nor shall it (or any part ofit), or the fact of its distribution, form the basis of, or be relied on inconnection with or act as any inducement to enter into, any contract orcommitment whatsoever with respect to the Tender Offer, the Rights Issue orotherwise. This announcement is an advertisement and not a prospectus andinvestors should not participate in the Tender Offer, or subscribe for orpurchase any Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares or NewDIs, except on the basis of information in the Tender Offer Memorandum or, asthe case may be, the Rights Issue Prospectus, and any supplementary prospectusin relation thereto. No money, securities or other consideration is beingsolicited and, if sent in response to the information herein, will not beaccepted. The distribution of this announcement may be restricted by law in certainjurisdictions and persons into whose possession any document or otherinformation referred to herein comes should inform themselves about and observeany such restriction. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction. Inparticular, subject to certain exceptions, this announcement should not bedistributed, forwarded to or transmitted in or into the United States or anyother Excluded Territory or any other jurisdiction outside Australia, the UK orSouth Africa, where the distribution of the announcement would breach anyapplicable law. Morgan Stanley and Barclays, which are authorised and regulated in the UK bythe FCA, and RMB, Absa and Euroz are each acting for the Company and no oneelse in connection with the Tender Offer and the Rights Issue and will notregard any other person (whether or not a recipient of this announcement, theTender Offer Memorandum or the Rights Issue Prospectus) as a client in relationto the Tender Offer or the Rights Issue and will not be responsible to anyoneother than the Company for providing protections afforded to its respectiveclients or for providing advice in relation to the Tender Offer or the RightsIssue or any matters referred to in the Tender Offer Memorandum or the RightsIssue Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposedon Morgan Stanley and Barclays by the FSMA or the regulatory regime establishedthereunder, the Managers do not accept any responsibility whatsoever, and makeno representation or warranty, express or implied for, the contents of thisannouncement, including its accuracy, completeness or verification or for anyother statement made or purported to be made by them, or on behalf of them, inconnection with the Company, the Aquarius Group, the Tender Offer or the RightsIssue, and nothing in this announcement is or shall be relied upon as a promiseor representation in this respect, whether as to the past or future. TheManagers accordingly disclaim, to the fullest extent permitted by applicablelaw, all and any liability whatsoever, whether arising in tort, contract orotherwise which they might otherwise have in respect of this announcement orany such statement. Neither the Managers nor any person acting on their behalf, accept anyresponsibility or obligation to update, review, revise or keep current theinformation in this announcement, or to correct any inaccuracies which maybecome apparent, or to announce, publish or distribute any information,inaccuracy or incompleteness which comes to their attention after the date ofthis announcement, and the distribution of this announcement shall notconstitute a representation or warranty by the Managers, or any other suchperson, that this announcement will be updated, reviewed or revised or that anysuch information will be announced, published or distributed after the datehereof. This announcement is for information purposes only and does not constitute orform part of any offer to purchase, issue or sell, or the solicitation of anoffer to sell, acquire, purchase or subscribe for, any securities in anyjurisdiction and should not be relied upon in connection with any decision toparticipate in the Tender Offer, or subscribe for or acquire any of the NilPaid Rights, DI Nil Paid Rights, Rights Issue Shares or New DIs. In particular,this announcement does not constitute or form part of any offer to issue orsell, or the solicitation of an offer to acquire, purchase or subscribe for,any securities in the United States, Canada or Japan or any jurisdiction inwhich such an offer or solicitation would be unlawful. This announcement and the information contained herein does not constitute orform a part of any offer or solicitation to purchase or subscribe forsecurities in the United States. This announcement and the informationcontained herein are not for distribution, directly or indirectly, in or intothe United States (including its territories and possessions, any State of theUnited States and the District of Columbia). The securities mentioned herein,including the Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and NewDIs have not been, and will not be, registered under the United StatesSecurities Act of 1933 (the "U.S. Securities Act") or with any securitiesregulatory authority of any State of the United States or other jurisdiction.Such securities may not be offered, sold, taken up, exercised, resold,renounced, transferred or delivered in the United States except pursuant to anexemption from, or in a transaction not subject to, the registrationrequirements of the U.S. Securities Act. There will be no public offer of suchsecurities in the United States. The information contained herein is restricted and is not for release,publication or distribution, directly or indirectly, in whole or in part in,into or from Canada or Japan, or any jurisdiction or to any person who islocated or resident within these jurisdictions where to do so would constitutea violation of the relevant laws of such jurisdiction. The securities mentionedherein, including Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares andNew DIs have not been and will not be registered under the securities laws ofsuch jurisdictions and may not be offered, sold, taken up, exercised, resold,renounced, transferred or delivered, directly or indirectly, within suchjurisdictions except pursuant to an exemption from and in compliance with anyapplicable securities laws. The information in this announcement may not be forwarded or distributed to anyother person and may not be reproduced in any manner whatsoever. Anyforwarding, distribution, reproduction, or disclosure of this information inwhole or in part is unauthorised. Failure to comply with this directive mayresult in a violation of the U.S. Securities Act or the applicable laws ofother jurisdictions. No reliance may or should be placed by any person for any purposes whatsoeveron the information contained in this announcement or on its completeness,accuracy or fairness. The information in this announcement is subject tochange. Acquiring securities to which this announcement relates may expose an investorto a significant risk of losing all of the amount invested. Persons consideringmaking such an investment should consult an authorised person specialising inadvising on such investments. This announcement does not constitute arecommendation concerning the Tender Offer or the Rights Issue. The value ofsecurities can decrease as well as increase. Persons needing advice shouldconsult an independent financial adviser. Past performance cannot be reliedupon as a guide to future performance. Neither the content of the Company's website (or any other website) nor thecontent of any website accessible from hyperlinks on the Company's website (orany other website) is incorporated into, or forms part of, this announcement. This announcement has been issued by, and is the sole responsibility of, theCompany.