AQP.L Regulatory News (AQP)

THIS SUPPLEMENTARY PROSPECTUS DATED 29 APRIL 2014 IS IMPORTANT AND REQUIRESYOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommendedto seek immediately your own financial advice from your stockbroker, bankmanager, solicitor, accountant, fund manager or other appropriate independentfinancial adviser, who is authorised under the Financial Services and MarketsAct 2000 (the "FSMA") if you are resident in the United Kingdom or, if you arenot resident in the United Kingdom, from another appropriately authorisedindependent financial adviser. This document (the "Supplement") comprises a supplementary prospectus relatingto Aquarius Platinum Limited (the "Company") prepared in accordance with theProspectus Rules of the Financial Conduct Authority (the "FCA") made undersection 73A of FSMA. This Supplement has been approved by the FCA in accordancewith section 87G of FSMA, filed with the FCA and made available to the publicin accordance with Rule 3.2 of the Prospectus Rules. This Supplement is supplementary to, and must be read in conjunction with, theprospectus published by the Company on 15 April 2014 in relation to the 2 for 1Rights Issue by the Company of up to 976,206,906 Rights Issue Shares at A$0.25,14 pence or ZAR2.41 per Rights Issue Share (the "Prospectus"). Save asdisclosed in this Supplement, no other significant new factor, material mistakeor inaccuracy relating to the information in the Prospectus has arisen or hasbeen noted, as the case may be, since the publication of the Prospectus. To theextent there is any inconsistency between a statement in this Supplement and astatement in the Prospectus, the statement in this Supplement shall prevail. Capitalised terms contained in this Supplement shall have the meanings given tosuch terms in the Prospectus unless otherwise defined herein. Prospective investors should read this Supplement and the Prospectus as a wholeand, in particular, prospective investors are advised to examine all the risksthat might be relevant in connection with an investment in Nil Paid Rights, DINil Paid Rights, Rights Issue Shares or New DIs. See Part II: "Risk Factors" ofthe Prospectus for a discussion of certain risks and other factors that shouldbe considered prior to any investment in Nil Paid Rights, DI Nil Paid Rights,Rights Issue Shares or New DIs. This Supplement is not a prospectus for the purposes of the AustralianCorporations Act and may not contain all of the information that an Australianinvestor may find in a prospectus prepared in accordance with the AustralianCorporations Act and which may be required in order to make an informedinvestment decision regarding, or about the rights attaching to, the RightsIssue Shares or New DIs. Nevertheless, this Supplement contains importantinformation and requires the immediate attention of Australian investors.Australian investors should also refer to the Rights Issue Cleansing Noticelodged with the ASX on 16 April 2014. If you are in any doubt as to how to dealwith this Supplement, you should consult your professional adviser as soon aspossible. This Supplement is not a prospectus within the meaning of the South AfricanCompanies Act but is a circular as defined in the JSE Listings Requirements.Accordingly, a copy of this Supplement has been submitted to and approved bythe JSE in accordance with paragraph 16.3 of the JSE Listings Requirements andwill be lodged with the South African Companies and Intellectual PropertyCommission for disclosure and record purposes. Copies of this Supplement arealso available from the South African Registrar at the address indicated inPart VI: "Directors, Company Secretary, Registered Office and Advisers" of theProspectus and from the offices of the Company's South African legal advisors,Malan Scholes, at 85 Central Street, Houghton, Johannesburg, 2196. If you sell or transfer or have sold or otherwise transferred all of yourExisting Shares held in certificated form (other than ex-rights) before 22April 2014 (in relation to Qualifying UK Shareholders and Qualifying SouthAfrican Shareholders) or 23 April 2014 (in relation to Qualifying AustralianShareholders) (the "Ex-Rights Date"), please send this Supplement, togetherwith the Prospectus and any Provisional Allotment Letter or Form of Instruction(as applicable), duly renounced, if and when received, at once to the purchaseror transferee or to the bank, stockbroker or other agent through whom the saleor transfer was effected for delivery to the purchaser or transferee, exceptthat such documents should not be sent to any jurisdiction where to do so mightconstitute a violation of local securities laws or regulations, including butnot limited to the United States and the other Excluded Territories. If youhold Existing Shares in certificated form and you sell or have sold orotherwise transferred only part of your Existing Shares (other than ex-rights)before the Ex-Rights Date, you should refer to the instruction regarding splitapplications set out in Part IX: "Terms and Conditions of the Rights Issue" ofthe Prospectus and in the Provisional Allotment Letter or Form of Instruction(as applicable) if and when received. If you have sold or otherwise transferred all or some of your Existing DIsbefore the Ex-Rights Date, a claim transaction will automatically be generatedby Euroclear UK which, on settlement, will credit the appropriate number of DINil Paid Rights to the purchaser or transferee. If you have sold or otherwisetransferred some or all of your Existing Shares held in electronic form inStrate, the appropriate Letters of Allocation will be automatically credited tothe purchaser's or transferees CSDP or broker account. Aquarius Platinum Limited (an exempted company incorporated under the laws of Bermuda under the CompaniesAct 1981of Bermuda with Exempted Company Number EC 26290)ARBN 087 577 893 2 for 1 Rights Issue of up to 976,206,906 Rights Issue Shares atA$0.25, 14 pence or ZAR2.41 per Rights Issue Share Rand Merchant Bank Financial Adviser, Joint Bookrunnerand Underwriter Morgan Stanley Financial Adviser and Joint Bookrunner Barclays SponsorandJoint Bookrunner Absa Joint Bookrunnerand Underwriter Euroz Co-Lead Manager and Underwriter You should read the whole of the Prospectus, as supplemented by thisSupplement, and any document incorporated in the Prospectus and this Supplementby reference. Shareholders, DI Holders and any other persons contemplating apurchase of Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares or New DIsshould review Part II: "Risk Factors" of the Prospectus for a discussion ofcertain important risks, uncertainties and other factors that should beconsidered when deciding on what action to take in relation to the Rights Issueand deciding whether or not to purchase Nil Paid Rights, DI Nil Paid Rights,Rights Issue Shares or New DIs under the Rights Issue, as applicable. The distribution of this Supplement, the Prospectus, the Entitlement andAcceptance Form, the Provisional Allotment Letter and/or the Form ofInstruction and/or the transfer of Nil Paid Rights, DI Nil Paid Rights, RightsIssue Shares and New DIs into an Excluded Territory may be restricted by lawand, therefore, persons into whose possession this Supplement, the Prospectusand/or any accompanying documents come should inform themselves about andobserve such restrictions. Any failure to comply with such restrictions mayconstitute a violation of securities laws of such jurisdiction. In particular,subject to certain exceptions, this Supplement, the Prospectus, the Entitlementand Acceptance Form, the Provisional Allotment Letter and/or the Form ofInstruction should not be distributed, forwarded to or transmitted in or intothe United States or any other Excluded Territory or any other jurisdictionoutside Australia, the UK or South Africa, where the extension or availabilityof the Rights Issue would breach any applicable law. Subject to certain exceptions, receipt of this Supplement, the Prospectus and/or an Entitlement and Acceptance Form, Provisional Allotment Letter and/or Formof Instruction and the crediting of Nil Paid Rights to a stock account on theAustralian Share Register or in Strate or the crediting of DI Nil Paid Rightsto a stock account in CREST will not constitute an offer in the United Statesor any other Excluded Territory or jurisdiction in which it would be illegal tomake an offer and, in those circumstances, this Supplement, the Prospectus and/or a Entitlement and Acceptance Form, Provisional Allotment Letter, and/or Formof Instruction must be treated as sent for information only and should not becopied or redistributed. It is also the responsibility of any person(including, without limitation, custodians, nominees and trustees) wishing totake up Nil Paid Rights or DI Nil Paid Rights or otherwise participate in theRights Issue to satisfy himself as to the full observance of the laws of anyrelevant territory in connection therewith, including the obtaining of anygovernmental or other consents which may be required, the compliance with othernecessary formalities and the payment of any issue, transfer or other taxes duein such territories. The Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and New DIs, havenot been and will not be registered under the U.S. Securities Act or under anysecurities laws of any state or other jurisdiction of the United States and maynot be offered, sold, taken up, exercised, resold, renounced, transferred ordelivered, directly or indirectly, within the United States except pursuant toan applicable exemption from, or in a transaction not subject to, theregistration requirements of the U.S. Securities Act and in compliance with anyapplicable securities laws of any state or other jurisdiction of the UnitedStates. There will be no public offer in the United States. Rand Merchant Bank, a division of FirstRand Bank Limited (``Rand MerchantBank'' or ``RMB''), Morgan Stanley & Co. International plc (``MorganStanley''), Barclays Bank PLC (``Barclays'' or the ``Sponsor'') and Absa BankLimited, acting through its corporate and investment banking division(``Absa''), Euroz Securities Limited (``Euroz'' and, together with RandMerchant Bank, Morgan Stanley, Barclays and Absa, the ``Managers'') are actingexclusively for the Company and no one else in connectionwith the Rights Issue,will not regard any other person (whether or not a recipient of thisSupplement) as a client in relation to the Rights Issue and will not beresponsible to anyone other than the Company for providing the protectionsafforded to clients of the Managers or for providing advice in relation to theRights Issue or any other matter referred to in the Prospecuts, as supplementedby this Supplement. Apart from the responsibilities and liabilities, if any,which may be imposed on Morgan Stanley and Barclays by the FSMA or theregulatory regime established thereunder, the Managers accept no responsibilitywhatsoever and make no warranty, express or implied, for the contents of theProspecuts, as supplemented by this Supplement, including its currency,accuracy, reliability, timeliness, continued availability, correctness,completeness or verification or for any other statement made or purported to bemade by it, its affiliates, officers, employees or advisers, or on its behalf,in connection with the Company, the Aquarius Group, the Rights Issue, Nil PaidRights, DI Nil Paid Rights, Rights Issue Shares and New DIs (``Information''),and any Information provided by the Managers is provided merely as a conduitfor the Company and nothing contained in the Prospecuts, as supplemented bythis Supplement, is, or shall be relied upon as, a promise or representation inthis respect, whether as to the past or the future. Each of the Managers,accordingly, disclaims to the maximum extent permitted by applicable law alland any responsibility or liability (apart from the responsibilities andliabilities, if any, which may be imposed on Morgan Stanley and Barclays by theFSMA or the regulatory regime established thereunder), whether arising in tort,contract or otherwise and whether arising as a result of any omission from, orinadequacy or inaccuracy in, the Information or the distribution,responsibility or possession or use of the Information in or from anyjurisdiction which they might otherwise have in respect of the Prospecuts, assupplemented by this Supplement, or any such statement. The Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and New DIs havenot been approved or disapproved by the U.S. Securities and ExchangeCommission, any state's securities commission in the United States or any U.S.regulatory authority, nor have any of the foregoing authorities passed upon orendorsed the merits of the offering of the Rights Issue Shares or New DIs, orthe accuracy or adequacy of this the Prospectus, as supplemented by thisSupplement. Any representation to the contrary is a criminal offence. Subject to certain exceptions, the Prospectus, as supplemented by thisSupplement, does not constitute an offer of Nil Paid Rights, DI Nil PaidRights, Rights Issue Shares or New DIs to any person with a registered addressor who is located in the United States. The Nil Paid Rights, DI Nil PaidRights, Rights Issue Shares and New DIs have not been and will not beregistered under the relevant laws of any state, province or territory of theUnited States and may not be offered, sold, taken up, exercised, resold,renounced, transferred or delivered, directly or indirectly, within the UnitedStates, except pursuant to an applicable exemption. Therefore, subject tocertain exceptions, the Entitlement and Acceptance Forms, Provisional AllotmentLetters, Letters of Allocation and/or Forms of Instruction will not be sent to,nor will any Nil Paid Rights or DI Nil Paid Rights be credited to a stockaccount in the Australian Share Register, the South African Share Register,CREST or Strate on behalf of any Shareholder with a registered address in theUnited States. In addition, until 40 days after the commencement of Rights Issue, an offer,sale or transfer of the Nil Paid Rights, DI Nil Paid Rights, Rights IssueShares or New DIs within the United States by a dealer (whether or notparticipating in the Rights Issue) may violate the registration requirements ofthe U.S. Securities Act. The Managers may arrange for the offer of Rights Issue Shares not taken up inthe Rights Issue only outside of the United States in reliance on Regulation Sunder the U.S. Securities Act. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSEHAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITHTHE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELYREGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES AFINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILEDUNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING, NEITHER DOES ANY SUCHFACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY ORA TRANSACTION MEAN THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THEMERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANYPROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITHTHE PROVISIONS OF THIS PARAGRAPH. General Notice Any reproduction or distribution of this Supplement, the Prospectus, anyEntitlement and Acceptance Form, Provisional Allotment Letter, Letters ofAllocation and/or Form of Instruction, in whole or in part, and any disclosureof its contents or use of any information contained in this Supplement and theProspectus for any purpose other than considering an investment in the Nil PaidRights, DI Nil Paid Rights, Rights Issue Shares or New DIs is prohibited. Byaccepting delivery of this Supplement, each offeree of the Nil Paid Rights, DINil Paid Rights, Rights Issue Shares or New DIs agrees to the foregoing. None of the Company or any of its representatives is making any representationto any offeree or purchaser of the Nil Paid Rights, DI Nil Paid Rights, RightsIssue Shares or New DIs regarding the legality of an investment in the, NilPaid Rights, DI Nil Paid Rights, Rights Issue Shares or New DIs by such offereeor purchaser under the laws applicable to such offeree or purchaser. The information in the Prospectus, as supplemented by this Supplement, is notfinancial product advice and does not take into account your investmentobjectives, financial situation or particular needs. It is important that youread the Prospectus, as supplemented by this Supplement, carefully and in itsentirety before deciding on a particular course of action. In particular, youshould consider the risk factors that could affect the performance of theAquarius Group. You should carefully consider these risks in light of yourpersonal circumstances (including financial and taxation issues) and seekprofessional guidance from your accountant, stockbroker or other professionaladviser before deciding what to do. PART IIMPORTANT INFORMATION Withdrawal rights Qualifying Australian Shareholders (or their renouncees) and Qualifying SouthAfrican Shareholders (or their renouncees) are reminded of their withdrawalrights in respect of the Rights Issue and Qualifying UK Shareholders (or theirrenouncees) are reminded of their statutory withdrawal rights in respect of theRights Issue pursuant to section 87Q(4) of the FSMA, which arise (save as setout below) upon the publication of this Supplement. As also set out in paragraphs 2.6 (for Qualifying Australian Shareholders), 3.3(for Qualifying UK Shareholders) and 4.7 (for Qualifying South AfricanShareholders) of Part IX: "Terms and Conditions of the Rights Issue" of theProspectus, persons wishing to exercise or direct the exercise of withdrawalrights after the publication by the Company of this Supplement must do so bylodging a written notice of withdrawal so as to be received no later than twobusiness days after the date on which this document was published. The withdrawal notice sent by Qualifying Australian Shareholders (or theirrenouncees) must include the full name and address of the person wishing toexercise such withdrawal rights and must be deposited in each case by post, byhand or facsimile with Computershare Investor Services Pty Limited at GPO Box505, Melbourne, Victoria 3001, Australia for withdrawals by post or Level 2, 45St Georges Terrace, Perth WA, Australia for withdrawals by hand. Notice ofwithdrawal given by any other means or which is deposited with or received byComputershare Investor Services Pty Limited after the expiry of such periodwill not constitute a valid withdrawal. The withdrawal notice sent by Qualifying UK Shareholders (or their renouncees)must include the account number and the full name and address of the personwishing to exercise such right of withdrawal (and if such person holds therelevant entitlements in CREST, that person's participant ID and member accountID), and must be deposited in each case by post, by hand or facsimile withComputershare Investor Services PLC at Corporate Actions Projects, Bristol BS996AH for withdrawals by post or by hand to Computershare Investor Services PLC,The Pavilions Bridgwater Road, Bristol BS13 8AE or on 0870 703 6112 forwithdrawals by facsimile. Notice of withdrawal given by any other means orwhich is deposited with or received by Computershare Investor Services PLCafter the expiry of such period will not constitute a valid withdrawal. The withdrawal notice sent by Qualifying South African Shareholders holdingCommon Shares in certificated form (or their renouncees) must include the fullname and address of the person wishing to exercise such withdrawal rights andmust be deposited in each case by post or by hand with Computershare InvestorServices (Pty) Limited at PO Box 61763, Marshalltown, 2107, South Africa forwithdrawals by post or at 70 Marshall Street, Johannesburg, 2001, South Africafor withdrawals by hand. Notice of withdrawal given by any other means or whichis deposited with or received by Computershare Investor Services (Pty) Limitedafter the expiry of such period will not constitute a valid withdrawal. Qualifying South African Dematerialised Shareholders must inform their CSDP orbroker of their withdrawal instructions in the manner and time stipulated inthe agreement governing the relationship between the Shareholder and their CSDPor broker. The exercise of withdrawal rights will not be permitted after payment by therelevant person in respect of their Rights Issue Shares or New DIs in full andthe allotment of the Rights Issue Shares or the issue of New DIs to such personbecoming unconditional. In such circumstances, Shareholders are advised toconsult their professional advisers. Provisional allotments of entitlements toRights Issue Shares or the issue of DI Nil Paid Rights which are the subject ofa valid withdrawal notice will be deemed to be declined. See Part IX: "Termsand Conditions of the Rights Issue" of the Prospectus for more information. Forward-looking statements The statements contained in this Supplement that are not historical facts are"forward-looking" statements. These forward-looking statements are subject to anumber of risks and uncertainties, many of which are beyond the AquariusGroup's control and all of which are based on the Company's current beliefs andexpectations about future events. Forward-looking statements are typicallyidentified by the use of forward-looking terminology such as "believes","expects", "may", "will", "could", "should", "intends", "estimates", "plans","assumes" or "anticipates" or the negative thereof or other variations thereonor comparable terminology, or by discussions of strategy that involve risks anduncertainties. These forward-looking statements and other statements containedin this Supplement regarding matters that are not historical facts involvepredictions. No assurance can be given that such future results will beachieved; actual events or results may differ materially as a result of risksand uncertainties facing the Aquarius Group. Such risks and uncertainties couldcause actual results to vary materially from the future results indicated,expressed or implied in such forward-looking statements. Please refer to PartII: "Risk Factors" of the Prospectus for further information in this regard. The forward-looking statements contained in this Supplement speak only as ofthe date of this Supplement. Each of the Company and the Managers and theirrespective affiliates expressly disclaim any obligation or undertaking toupdate, review or revise any forward-looking statements contained in theProspectus, as supplemented by this Supplement, to reflect any change in itsexpectations or any change in events, conditions or circumstances on which anysuch statement is based, except to the extent required by applicable law, theAustralian Corporations Act, the ASX Listing Rules, the Prospectus Rules, theUK Listing Rules and the Disclosure and Transparency Rules, the JSE ListingsRequirements and the South African Companies Act. Forward-looking informationcannot be relied upon as a guide to future performance. You are advised to read the Prospectus, as supplemented by this Supplement, inits entirety, and in particular Part I: "Summary Information", Part II: "RiskFactors", Part X: "Information on the Aquarius Group" and Part XI: "Operatingand Financial Review of the Aquarius Group" of the Prospectus for a furtherdiscussion of the factors that could affect the Aquarius Group's futureperformance and the industries and markets in which it operates. In light ofthese risks, uncertainties and assumptions, the events described in theforward-looking statements in the Prospectus, as supplemented by thisSupplement, may not occur. Investors should note that the contents of theseparagraphs relating to forward-looking statements are not intended to qualifythe statements made as to sufficiency of working capital in the Prospectus. Profit forecast No statement in this Supplement is intended as a profit forecast or a profitestimate and no statement in this Supplement should be interpreted to mean thatearnings per Common Share for the current or future financial years wouldnecessarily match or exceed the historical published earnings per Common Share. WHERE TO FIND HELP Part VIII: "Some Questions and Answers about the Rights Issue" of theProspectus answers some of the questions most often asked by shareholders aboutrights issues. If you have further questions, please telephone the ShareholderHelpline on the numbers set out below. This helpline is available from9.00 a.m. to 5.00 p.m. (AEST, London time and SAST, respectively) Monday toFriday (except bank holidays) and will remain open until the Closing Date. Shareholder Helpline for Shareholders on the Australian Share Register 1300 658 373 (from inside Australia) +61 (03) 9415 4258 (from outside Australia) Shareholder Helpline for Shareholders on the UK Share Register 0870 889 3193 (from inside the United Kingdom) +44 870 889 3193 (from outside the United Kingdom) Shareholder Helpline for Shareholders on the South African Share Register 086 1100 634 (from inside South Africa) +27 11 370 5000 (from outside South Africa) Please note that, for legal reasons, the Shareholder Helpline will only be ableto provide information contained in the Prospectus, as supplemented by thisSupplement, and information relating to the Company's register of members andwill be unable to give advice on the merits of the Rights Issue or to providefinancial, tax or investment advice. PART IISUPPLEMENTARY INFORMATION This Supplement is supplemental to, and should be read in conjunction with, theProspectus published by the Company on 15 April 2014. To the extent that thereis any inconsistency between a statement in this Supplement and a statementcontained in the Prospectus, the statement in this Supplement will prevail. Anydecision to invest in the Rights Issue Shares should be based on considerationof the Prospectus, as supplemented by this Supplement, and the informationincorporated by reference therein as a whole. * Purpose of this Supplement Following the publication of the Prospectus on 15 April 2014, the Companypublished its financial and production results for the three months ended 31March 2014 on 29 April 2014 (the "2014 Third Quarter Results"). The Company considers the 2014 Third Quarter Results to be a significant newfactor relating to the information contained in the Prospectus and,accordingly, this Supplement has been prepared in accordance with section 87Gof FSMA and the Prospectus Rules. * 2014 Third Quarter Results A copy of the 2014 Third Quarter Results has been filed with the FCA. By virtueof this Supplement, the sections of the 2014 Third Quarter Results included inthe table below, and only those sections, shall be deemed to be incorporatedin, and form part of, the Prospectus. Document Section Page numbers in such document 2014 Third Quarter Third Quarter 2014 Financial and 1 - 11Results Production Results 2014 Third Quarter Operating Review Summary 12 - 15Results The consolidated financial statements of the Aquarius Group included in the2014 Third Quarter Results are unaudited and have not been reviewed by theCompany's auditor, Ernst & Young. The information contained in those parts of the 2014 Third Quarter Resultswhich are not incorporated by reference in the Prospectus are either notconsidered by the Company to be relevant for investors under the Rights Issueor such information is included elsewhere in the Prospectus (as so supplemented). Any documents themselves incorporated by reference in the 2014 Third QuarterResults shall not form part of the Prospectus. * Amendments to the Summary Information This Supplement amends Part I: "Summary Information" of the Prospectus with theaddition of the following information to Element B.4a as set out below: Annex and Element Disclosure requirement B.4a Description of The Aquarius Group published its 2014 Third significant trends Quarter Results on 29 April 2014. During the affecting the Company three months ended 31 March 2014 (the period and the industries in covered by the 2014 Third Quarter Results), which it operates the Aquarius Group announced attributable production of 80,152 PGM ounces, mine EBITDA of U.S.$11 million and a net profit of U.S.$161,000 (0.00 cents per Common Share). The results for the period were influenced significantly by the following factors: a. attributable production from Kroondal and Mimosa was ahead of guidance, down 4 per cent. from the previous quarter and in line with the three-month period ended 31 March 2013; b. the PGM basket price achieved for the quarter was U.S.$1,157 per PGM ounce, up 2 per cent. from the previous quarter and down 11 per cent. from the comparable three-month period ended 31 March 2013; c. the Rand weakened against the U.S. dollar by 7 per cent. on average compared to the previous quarter and by 20 per cent. on average compared to the three-month period ended 31 March 2013; and d. finance costs for the quarter of U.S.$7 million included U.S.$6 million to service interest on the Existing Convertible Bonds and bank borrowings and U.S.$1 million on non-cash interest arising from the unwinding of the net present value of the rehabilitation provisions of AQPSA. PART IIIADDITIONAL INFORMATION * Responsibility The Company and the Directors, whose names are set out in Part VI: "Directors,Company Secretary, Registered Office and Advisers" of the Prospectus, acceptresponsibility for the information contained in this Supplement. To the best ofthe knowledge of the Company and the Directors (each of whom has taken allreasonable care to ensure that such is the case), the information contained inthis Supplement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. * Documents available for inspection In addition to those documents set out in paragraph 29 of Part XIV: "AdditionalInformation" of the Prospectus, copies of: a. this Supplement; and b. the 2014 Third Quarter Results, may be inspected at the registered office of the Company and at the offices ofLinklaters LLP, One Silk Street, London EC2Y 8HQ during usual business hours onany weekday (except Saturdays, Sundays and public holidays) for a period of 12months following the Rights Admission Date.

29 April 2014