30 Jul 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Ridge Mining plc ("Ridge", or "the Company")
Court Approves Reduction of Capital
30 July 2009
The Independent Directors of Ridge refer shareholders to the joint announcement made by the Company and Aquarius Platinum Limited ("Aquarius") on 26 May 2009 about the recommended proposal ("Proposal") for the acquisition of Ridge by Aquarius to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 between Ridge and its Shareholders (the "Scheme"), and the Scheme circular published on 11 June 2009 containing, inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the Companies Act 2006), notices of the required meetings, a timetable of principal events, and details of the action to be taken by Ridge Shareholders (the "Scheme Document").
On 6 July 2009 Ridge announced that its shareholders had approved the Scheme without modification and, at the subsequent General Meeting, also held on 6 July 2009, Ridge Shareholders passed the proposed Special Resolution connected with the Scheme, as set out in the notice of General Meeting dated 11 June 2009. On 27 July 2009 Ridge announced that the High Court of Justice in England and Wales (the Court) had made an order (the "Scheme Court Order") sanctioning the Scheme with a very minor modification.
As announced by the Company on 29 July 2009, the Court granted an order to confirm the cancellation of the Scheme Shares and the Sterling Shares (the "Reduction Court Order").
The Scheme Court Order and the Reduction Court Order have been delivered to the Registrar of Companies in England and Wales for registration effective today, on 30 July 2009.
Trading in Ridge ordinary shares on AIM and PLUS was suspended at 7.00am on 29 July 2009, and will be cancelled with effect from 7.00am today, 30 July 2009. Dealings in the new Aquarius Shares are expected to commence at 8.00am today, 30 July 2009.
Expected Timetable of Principal Events
| Effective Date of Scheme | 30 July 2009 |
| Cancellation of admission of Ordinary Shares to trading on AIM | 7.00 a.m. on 30 July 2009 |
| Dealings in New Aquarius Shares commence on the London Stock Exchange | 8.00 a.m. on 30 July 2009 |
| Expected credit of New Aquarius DIs in CREST to previously Uncertificated Shareholders | 8.00 a.m. on 30 July 2009 |
| Latest date for dispatch of certificates in respect of New Aquarius Shares to previously Certificated Shareholders | 13 August 2009 |
Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.
For further information contact:
| Ridge Mining plc | Francis Johnstone | +44 (0) 7970 415070 |
| RBC Capital Markets | Martin Eales Patrick Meier | +44 (0)20 7029 7881 |
This announcement is not intended to, and does not constitute or form part of any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Ridge Shareholders are advised to read carefully the formal documentation in relation to the Proposal once it has been dispatched.
The availability of the Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. New Aquarius Shares in the hands of certain persons in jurisdictions outside the United Kingdom are subject to certain restrictions as set out in the Scheme Document.
Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.
The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
It is expected that the New Aquarius Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. This transaction has not been approved or disapproved by the US Securities and Exchange Commission (the "Commission"), nor has the Commission or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. The announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
RBC Capital Markets, which is a trading name of Royal Bank of Canada Europe Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Ridge and no one else in connection with the Proposal and will not be responsible to anyone other than Ridge for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Proposal or any other matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aquarius or Ridge, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in "relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the UK Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
A copy of this announcement will be made available on Ridge's website: www.ridgemining.com