30 Jul 2009 07:00
AQUARIUS PLATINUM LIMITED ("AQUARIUS")
ASX, JSE & LSE
30 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN
ANNOUNCEMENT RELATING TO THE PUBLICATION OF A PROSPECTUS
On 26 May 2009 Aquarius and Ridge Mining plc ("Ridge") issued a joint announcement about the recommended proposal for the all-share acquisition of Ridge by Aquarius by means of a scheme of arrangement (the "Acquisition"). Further to the announcement released on 29 July 2009 by Ridge regarding the Acquisition confirming Court approval of the reduction of capital in relation to the scheme of arrangement, Aquarius has published a prospectus (the " Prospectus") in relation to the anticipated admission of 34,087,945 new Aquarius shares (the "New Shares") to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities on 30 July 2009 in connection with the Acquisition.
It is expected that admission of the New Shares will become effective and that dealings on the London Stock Exchange in the New Shares will commence at 8.00 a.m. (London time) on 30 July 2009. Application will be made to Australian Securities Exchange ("ASX") for quotation of the New Shares on ASX and to the JSE Limited ("JSE") for the New Shares to be admitted to listing and to trading on the Main Board of the JSE, in each case for as soon as possible on or after 30 July 2009.
Availability of the Prospectus
The Prospectus is available free of charge on request by writing to Aquarius' registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda. A copy of the Prospectus will also be available via Aquarius' website (www.aquariusplatinum.com).
Two copies of the Prospectus are available for viewing at the Document Viewing Facility of the FSA at 25 The North Colonnade, Canary Wharf, London E14 5HS and the Prospectus is available for inspection at Aquarius' registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda as well as at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ during normal business hours on any weekday (except Saturdays, Sundays and public holidays).
Any capitalised term used but not defined in this announcement is as defined in the Prospectus.
For further information please contact:
Aquarius Platinum Limited
Stuart Murray, CEO +27 11 455 2050
Willi Boehm, Company Secretary +61 8 9367 5211
Nicholas Bias, IR +41 79 888 1642
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.
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") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States.
None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of such authorities passed upon the accuracy or adequacy of 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 Takeover 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.
RMB is acting exclusively for Aquarius and no one else in connection with the Acquisition and the Prospectus and will not be responsible to any other person for providing the protections afforded to clients of RMB or providing advice in relation to the matters referred to in this announcement.
Lazard is acting exclusively for Aquarius and no one else in connection with the Acquisition and will not be responsible to any other person for providing the protections afforded to clients of Lazard or providing advice in relation to the matters referred to in this announcement.
Merrill Lynch is acting exclusively for Aquarius and no one else in connection with the Prospectus and will not be responsible to any other person for providing the protections afforded to clients of Merrill Lynch or providing advice in relation to the matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the 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 (London time) 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 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 (London time) 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 Takeover Code, which can also be found on the Takeover 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 Takeover Panel.
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