AQP.L Regulatory News (AQP)

AQUARIUS PLATINUM LIMITED ASX, LSE & JSE NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THEUNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATESOR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR TO ANY PERSON LOCATED ORRESIDENT IN ITALY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). 7 April 2014 Aquarius Platinum Limited (the "Company") today announces its invitation toholders ("Securityholders") of its outstanding U.S.$300,000,000 4.00 per cent.Convertible Bonds due 2015 (ISIN: XS0470482067) (of which U.S.$298,000,000 iscurrently outstanding) (the "Securities") to tender their Securities forrepurchase by the Company for cash (the "Tender Offer") for aggregateconsideration of up to the "Maximum Acceptance Amount", being, the lesser of(i) U.S.$225,000,000 in aggregate principal amount of Securities (or suchgreater or lesser amount as the Company may determine, in its sole discretion;and (ii) the Funding Amount (as defined below), and no less thanU.S.$150,000,000 (or such lesser amount as the Company may determine, in itssole discretion but in no event being less than U.S.$138,000,000), the detailsof which are set out below. The Tender Offer is being made on the terms, andsubject to the conditions, contained in the tender offer memorandum dated 7April 2014 (the "Tender Offer Memorandum") prepared by the Company, and issubject to the offer and distribution restrictions set out below. Following the Expiration Deadline for the Tender Offer, the Company intends tolaunch an issue by way of rights of new common shares in the capital of theCompany (the "Common Shares") to qualifying shareholders (the "Proposed RightsIssue"). The settlement of the Tender Offer will be funded by proceeds raisedpursuant to the Proposed Rights Issue of up to U.S.$225 million. Copies of the Tender Offer Memorandum are (subject to the offer anddistribution restrictions) available from the Dealer Managers and the TenderAgent as set out below. Capitalised terms used but not defined in thisannouncement have the meanings given to them in the Tender Offer Memorandum.All references to times in this announcement are to London time. scription of the Common code/ Outstanding Repurchase Minimum Tender Maximum Securities ISIN principal amount Price Amount Condition Acceptance Amount* U.S.$300,000,000 047048206/ U.S.$298,000,000 U.S.$92,000 The repurchase of The lesser of 4.00 per cent. XS0470482067 per the Securities is (i) Convertible Bonds U.S.$100,000 conditional on U.S.$225,000,000 due 2015 in principal not less than in aggregate amount of U.S.$150,000,000 principal amount Securities (or such lesser of Securities amount as the (or such greater Company may or lesser amount determine, in its as the Company sole discretion may determine, but in no event in its sole being less than discretion); and U.S.$138,000,000) (ii) the Funding of Securities Amount (as being validly defined below) tendered for repurchase pursuant to the Tender Offer *Excluding Accrued Interest Payments Background and Rationale for the Tender Offer In December 2009, the Company issued the Securities, of which U.S.$298,000,000in principal amount remains outstanding. Securityholders are entitled to convert their Securities into fully paid CommonShares at any time up to the close of business on the seventh day prior toredemption or maturity. As at 4 April 2014, the prevailing conversion pricepursuant to the terms and conditions of the Securities was U.S.$6.578 perCommon Share, subject to adjustment on the occurrence of certain events. On 4April 2014, the Closing Price on the London Stock Exchange for one Common Sharewas equivalent to U.S.$0.59. Given the prevailing conversion price, it ishighly unlikely that Securityholders will choose to exercise their conversionrights prior to the maturity of the Securities. The Company will be required toredeem all of the outstanding Securities at their principal amount on theirfinal maturity date, 18 December 2015. The Board has for some time considered alternative arrangements for thepotential restructuring or refinancing of the Securities prior to theirmaturity. The Board believes that uncertainty among investors as to theAquarius Group's ability to refinance the Securities has impacted negativelyupon the attractiveness of investing in the Common Shares. It has been theBoard's view that, in order to take decisive action in respect of theSecurities, the operational performance and liquidity of the Aquarius Groupmust be sufficiently robust to ensure that it can repay any portion of theSecurities that remain outstanding following any liability management exercise. Since July 2012, the Aquarius Group has embarked on various restructuringinitiatives to improve operational performance in areas including safety,production levels and unit cash costs. Initiatives have included therestructuring of the Kroondal and Mimosa operations to improve efficiency, andthe suspension of operations at unprofitable higher-cost mines, includingEverest and Marikana. Kroondal has produced in excess of 105,000 4E ounces forfour consecutive quarters, a first for Kroondal in its ten-year life, andMimosa is producing consistently at name plate capacity. Furthermore, theAquarius Group has also reduced corporate cash costs to approximately U.S.$6million per annum. After a period of significant operational change, the Board is of the view thatoperational performance has returned to satisfactory levels, both in terms ofcosts and production parameters. Greater stability and improved performanceenables increased cash flow generation, enhances the likelihood of the AquariusGroup accessing debt financing, increases the Board's confidence in thebusiness and its financial outlook and assists the Board to plan capitalrequirements more efficiently. In addition, on 29 January 2014, the Aquarius Group announced the conditionalsale of its 50 per cent. share and loan in the Blue Ridge mine and its 50 percent. effective interest in the Kruidfontein prospecting right. Should theconditions precedent to these transactions be fulfilled, the Aquarius Groupwill receive approximately U.S.$64 million before taxation. The Company intendsto use these proceeds to strengthen the Aquarius Group's balance sheet. The aforementioned operational improvements and the potential non-core assetsales have enabled the Aquarius Group to develop a plan for the restructuringof the Securities. As such, the Company has launched the Tender Offer. Thesettlement of the Tender Offer will be funded by proceeds raised pursuant tothe Proposed Rights Issue. The full principal amount of the Securities currently outstanding equates toU.S.$298,000,000. As at 31 January 2014, the Aquarius Group had approximatelyU.S.$77.8 million cash on hand and total net debt of approximately U.S.$199.3million. It is the view of the Board that this level of gearing is too high fora cyclical commodity producer of the Aquarius Group's size and that, together,the Tender Offer and Proposed Rights Issue once implemented will restructurethe Aquarius Group's balance sheet to an appropriate and sustainable level.Furthermore, the Aquarius Group continues to assess the viability of a numberof smaller projects aimed at increasing production at capital- andcost-efficient rates. Implementation of these projects would be significantlyless complicated if the Aquarius Group's balance sheet is restructured to asustainable level, as it will allow the Aquarius Group to access new capitalsources required for the development of these projects that would otherwisehave been required to service existing debt. Publication of Rights Issue Prospectus, Third Quarter Results and ProposedRights Issue The Company expects to publish a prospectus in connection with the ProposedRights Issue (together with any supplementary prospectus in relation thereto,the "Rights Issue Prospectus") on or about 15 April 2014 and the Aquarius Groupexpects to publish its unaudited quarterly financial report for the threemonths ended 31 March 2014 on 29 April 2014. Securityholders should note thatno revocation rights will be granted to them in respect of validly tenderedSecurities as a result of the publication of such Rights Issue Prospectus orsuch financial statements, nor will the Tender Offer be re-opened as a resultthereof. Further, Securityholders should also note that a successful completionof the Proposed Rights Issue will result in an improved capital position forthe Company, which may materially affect the market price of the Securitiesthat remain outstanding. Blocking of Securities When considering whether to tender Securities in the Tender Offer,Securityholders should take into account that restrictions on the transfer ofthe Securities by Securityholders will apply from the time of such tender andmay continue for an extended period of time, during which the market price ofthe Securities may fluctuate materially. A Securityholder will, on tendering Securities in the Tender Offer, agree thatsuch Securities will be blocked in the relevant account in the relevantClearing System from the date the relevant tender of Securities is made untilthe earlier of (i) the time of settlement on the Settlement Date (which isexpected to be Wednesday, 21 May 2014) and (ii) the date of any termination ofthe Tender Offer (including where such Securities are not accepted by theCompany for repurchase) or on which the tender of such Securities is revoked,in the limited circumstances in which such revocation is permitted. Details of the Tender Offer The Company proposes to accept for repurchase pursuant to the Tender Offer anaggregate principal amount of Securities (the "Acceptance Amount") no greaterthan (excluding all Accrued Interest Payments in respect of the Securities) the"Maximum Acceptance Amount", being the lesser of (i) U.S.$225,000,000 (or suchgreater or lesser amount as the Company may determine in its sole discretion);and (ii) the aggregate principal amount of Securities that can be purchased(determined by the Company in its sole discretion) at the Repurchase Priceusing the net proceeds raised pursuant to an issue by way of rights of newCommon Shares to qualifying shareholders (the "Proposed Rights Issue") of up toU.S.$225 million which the Company intends to undertake following theExpiration Deadline (the "Funding Amount"). The repurchase by the Company of any Securities pursuant to the Tender Offer isconditional, at the option of the Company, upon (i) the successful completion(in the sole determination of the Company) of the Proposed Rights Issue, onterms satisfactory to the Company (in its sole discretion) to finance part orall of the amount payable by the Company for Securities accepted for repurchasepursuant to the Tender Offer (the "Funding Condition") and (ii) not less thanU.S.$150,000,000 (or such lesser amount as the Company may determine in itssole discretion but in no event being less than U.S.$138,000,000) (the "MinimumAcceptance Amount") in aggregate principal amount of Securities being validlytendered by Securityholders for repurchase pursuant to the Tender Offer (andnot subsequently withdrawn) by the Expiration Deadline (the "Minimum TenderAmount Condition"). The Company has received undertakings from certain Securityholders to validlytender an aggregate principal amount of Securities (the "Locked-Up Securities")of up to U.S.$137,800,000, as further described under "Lock-Up Undertakings"below. The Company will pay for Securities validly tendered and accepted by it forrepurchase pursuant to the Tender Offer a cash purchase price of U.S.$92,000for each U.S.$100,000 principal amount of the Securities so accepted by it (the("Repurchase Price"). Lock-Up Undertakings Certain Securityholders (the "Locked-Up Securityholders"), including funds andaccounts under management by 36ONE Asset Management (Pty) Limited, BluebayAsset Management, Investec Asset Management Proprietary Limited ("Investec"),and direct and indirect investment management and investment advisorsubsidiaries of Blackrock, Inc, have provided undertakings (the "Lock-UpUndertakings") to validly tender U.S.$137,800,000 in aggregate principal amountof Securities (the "Locked-Up Securities") in the Tender Offer, subject asdescribed below and to the terms set out therein. Locked-Up Securityholdershave been provided with an allocation code to be included on any TenderInstructions submitted in respect of the relevant Locked-Up Securities, toidentify such tenders. The U.S.$137,800,000 in principal amount of Locked-Up Securities includesU.S.$93,900,000 in aggregate principal amount of Securities which funds andaccounts under management by Investec have agreed to validly tender in theTender Offer ("Investec's Locked-Up Securities"). In order to facilitate thetransaction, such funds and accounts under management by Investec have agreedto tender a significant portion of their Securities and where more thanU.S.$150,000,000 (or such lower Minimum Acceptance Amount as the Company maydetermine as described herein) in aggregate principal amount of Securities(including Investec's Locked-Up Securities) is validly tendered for repurchasepursuant to the Tender Offer, the amount of Investec's Locked-Up Securities(and, for the avoidance of doubt, only Investec's Locked-Up Securities) treatedas being validly tendered for repurchase in the Tender Offer, including for thepurposes of any pro ration as described under "Acceptance and Pro-RataAllocations" below, shall be reduced to such lower amount as results in a totalAcceptance Amount of U.S.$150,000,000 (or such lower Minimum Acceptance Amount)subject to such funds and accounts under management by Investec being treatedas validly tendering no less than U.S.$63,600,000 in aggregate principal amountof Securities in the Tender Offer. For providing such Lock-Up Undertakings and subject to compliance with theirterms, Locked-Up Securityholders will be entitled to a fee of 1 per cent. ofthe principal amount of Locked-Up Securities which they commit to tender,irrespective of whether less than the amount of such committed Securities isaccepted for repurchase (whether for pro rata scaling in the Tender Offer orfor any reduction in the principal amount of Investec's Locked-Up Securitiesthat are treated as being validly tendered as described above) in addition tothe Repurchase Price. Such fee shall not be payable unless the Tender Offer isconsummated. Accrued Interest The Company will also pay interest accrued and unpaid on the relevantSecurities from (and including) the Interest Payment Date for such Securitiesto (but excluding) the Settlement Date in respect of the Securities validlytendered and accepted by it for repurchase pursuant to the Tender Offer. Acceptance and Pro-Rata Allocations If the aggregate principal amount of Securities validly tendered for repurchasepursuant to the Tender Offer exceeds the Maximum Acceptance Amount, the Companyintends to accept for repurchase all such Securities tendered on a pro-ratabasis such that the aggregate principal amount of all Securities accepted forrepurchase is no greater than the Maximum Acceptance Amount. In the case of anypro-ration of Securities, the amount of Investec's Locked-Up Securities treatedas being validly tendered for repurchase in the Tender Offer (and notsubsequently withdrawn) shall be U.S.$63,600,000 in aggregate principal amountof Securities. General Securities that are not successfully tendered for repurchase pursuant to theTender Offer will remain outstanding and remain subject to the terms andconditions of the Securities. Subject to applicable law and as provided in the Tender Offer Memorandum, theCompany may, in its sole discretion, extend, re-open, amend, waive anycondition of or terminate the Tender Offer at any time. Details of any suchextension, re-opening, amendment, waiver or termination will be announced asprovided in the Tender Offer Memorandum as soon as reasonably practicable afterthe relevant decision is made. Electronic Tender Instructions In order to participate in, and be eligible to receive the applicableRepurchase Price and Accrued Interest in respect of the Securities pursuant to,the Tender Offer, Securityholders must validly tender their Securities bydelivering, or arranging to have delivered on their behalf, a valid TenderInstruction that is received by the Tender Agent by the Expiration Deadline.Tender Instructions will be irrevocable except in the limited circumstancesdescribed in the Tender Offer Memorandum. Tender Instructions must be submitted in respect of a minimum principal amountof Securities of U.S.$100,000 or integral multiples thereof. Any Tender Instructions submitted in respect of Locked-Up Securities arerequired to include the allocation code provided to the relevant Locked-UpSecurityholder, to identify such tenders. Indicative Tender Offer Timetable (dates subject to change) Date and time Event Monday, 7 April 2014 Launch Date Tender Offer announced and Tender Offer Memorandum available from the Dealer Managers and the Tender Agent. 4.00 p.m. London time on Expiration DeadlineFriday, 11 April 2014 Deadline for receipt by the Tender Agent of all Tender Instructions. As soon as reasonably Announcement of Provisional Tender Offer Resultspracticable on Monday,14 April 2014 Announcement by the Company of whether the Minimum Tender Amount Condition has been satisfied and the aggregate principal amount of Securities which have been validly tendered. As soon as reasonably Announcement of Pricing, Acceptance and Resultspracticable on Thursday,15 May 2014 Announcement by the Company of whether (i) the Funding Condition has been satisfied and (ii) the Company will accept valid tenders of Securities pursuant to the Tender Offer and if so accepted, the Acceptance Amount and the pro-ration factor (if applicable) to be applied to valid tenders of Securities. Wednesday, 21 May 2014 Settlement Date Payment of the Repurchase Consideration in respect of the Securities accepted for repurchase. The Company may, in its sole discretion, extend, re-open, amend, and/orterminate the Tender Offer at any time (subject to applicable law and asprovided in the Tender Offer Memorandum). Details of any such extension,re-opening, amendment, waiver (if permitted), termination and/or withdrawalwill be announced wherever applicable as provided in the Tender OfferMemorandum as soon as reasonably practicable after the relevant decision ismade. The deadlines set by any such intermediary and by each Clearing Systemfor the submission of Tender Instructions will be earlier than the relevantdeadlines specified above. See "Procedures for Participating in the TenderOffer" in the Tender Offer Memorandum. Securityholders are advised to checkwith any bank, securities broker or other intermediary through which they holdthe relevant Securities when such intermediary would need to receiveinstructions from a Securityholder in order for that Securityholder to be ableto participate in, or (in the limited circumstances in which revocation ispermitted) revoke their instruction to participate in the Tender Offer beforethe deadlines specified in the Tender Offer Memorandum. Unless stated otherwise, all announcements made by the Company in relation tothe Tender Offer will be made public through the Notifying News Service(s),through the Clearing Systems for communication to Direct Participants, via anRIS announcement, by publication on the website of the Australian SecuritiesExchange and via a SENS announcement. Copies of all announcements, notices andpress releases can also be obtained from the Tender Agent, the contact detailsfor which are set out below. Significant delays may be experienced wherenotices are delivered to the Clearing Systems and Securityholders are urged tocontact the Tender Agent for the relevant announcements during the course ofthe Tender Offer. In addition, Securityholders may contact the Dealer Managersfor information using the contact details set out below. Securityholders are advised to read carefully the Tender Offer Memorandum forfull details of, and information on, the procedures for participating in theTender Offer. Morgan Stanley & Co. International plc and Rand Merchant Bank, a division ofFirstRand Bank Limited (London Branch) are acting as the Dealer Manager for theTender Offer and Lucid Issuer Services Limited is acting as Tender Agent. Requests for information in connection with the Tender Offer may be directed tothe Dealer Manager: THE DEALER MANAGERS Morgan Stanley & Co. International plc Rand Merchant Bank, a division of25 Cabot Square FirstRand Bank Limited (LondonCanary Wharf Branch)London E14 4QA 2 - 6 Austin FriarsUnited Kingdom London EC2N 2HD United Kingdom For information by telephone: +44 (0) 207 677 5040 For information by telephone: +44 (0) 207 939 1777 Email:liabilitymanagementeurope@morganstanley.com Email: martin.richardson@rmb.co.uk Requests for information in relation to the procedures for tendering Securitiesin, and for any documents or materials relating to, the Tender Offer should bedirected to: THE TENDER AGENT Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPUnited Kingdom Telephone: +44 (0)20 7704 0880Attention: Victor Parzyjagla / David ShilsonEmail: aqp@lucid-is.com Disclaimer This announcement must be read in conjunction with the Tender OfferMemorandum. This announcement and the Tender Offer Memorandum contain importantinformation which should be read carefully before any decision is made withrespect to the Tender Offer. If any Securityholder is in any doubt as to theaction it should take, it is recommended to seek its own financial and legaladvice, including in respect of any tax consequences, immediately from itsbroker, bank manager, solicitor, accountant or other independent financial, taxor legal adviser. Any individual or company whose Securities are held on itsbehalf by a broker, dealer, bank, custodian, trust company or other nomineemust contact such entity if it wishes to tender Securities in the Tender Offer. Offer and Distribution Restrictions This announcement and/or the Tender Offer Memorandum do not constitute aninvitation to participate in the Tender Offer in any jurisdiction in which, orto any person to or from whom, it is unlawful to make such invitation or forthere to be such participation under applicable securities laws. Thedistribution of this announcement and/or the Tender Offer Memorandum in certainjurisdictions may be restricted by law. Persons into whose possession thisannouncement or the Tender Offer Memorandum come are required by the Company,the Dealer Managers and the Tender Agent to inform themselves about and toobserve any such restrictions. None of the Dealer Managers, the Tender Agent orthe Company or any of their respective directors, employees or affiliates makesany recommendation whether Securityholders should participate in the TenderOffer or refrain from taking any action in the Tender Offer with respect to anySecurities, and none of them has authorised any person to make any suchrecommendation. The Dealer Managers and the Tender Agent (and their respectivedirectors, employees and affiliates) make no representations or recommendationswhatsoever regarding this announcement, the Tender Offer Memorandum or theTender Offer. The Tender Agent is the agent of the Company and owes no duty toany Securityholder. United States The Tender Offer is not being made and will not be made, directly orindirectly, in or into, or by use of the mail of, or by any means orinstrumentality of interstate or foreign commerce of, or of any facilities of anational securities exchange of, the United States. This includes, but is notlimited to, facsimile transmission, electronic mail, telex, telephone and theinternet. The Securities may not be tendered in the Tender Offer by any suchuse, means, instrumentality or facility from or within the United States or bypersons located or resident in the United States or by U.S. Persons as definedin Regulation S of the United States Securities Act of 1933, as amended (each a"U.S. Person"). Accordingly, copies of this announcement, the Tender OfferMemorandum and any other documents or materials relating to the Tender Offerare not being, and must not be, directly or indirectly, mailed or otherwisetransmitted, distributed or forwarded (including, without limitation, bycustodians, nominees or trustees) in or into the United States or to anypersons located or resident in the United States or to U.S. Persons. Anypurported tender of Securities in the Tender Offer resulting directly orindirectly from a violation of these restrictions will be invalid and anypurported tender of Securities made by a person located or resident in theUnited States or by a U.S. Person, or any agent, fiduciary or otherintermediary acting on a non-discretionary basis for a principal givinginstructions from within the United States or for a U.S. Person will be invalidand will not be accepted. Each holder of Securities participating in the Tender Offer will represent thatit is not a U.S. Person and it is not located or resident in the United Statesand is not participating in the Tender Offer from the United States or it isacting on a non-discretionary basis for a principal located outside the UnitedStates that is not giving an order to participate in the Tender Offer from theUnited States and is not a U.S. Person. For the purposes of this and the aboveparagraph, "United States" means the United States of America, its territoriesand possessions, any state of the United States of America and the District ofColumbia. United Kingdom The communication of this announcement, the Tender Offer Memorandum and anyother documents or materials relating to the Tender Offer is not being made,and such documents and/or materials have not been approved, by an authorisedperson for the purposes of section 21 of the Financial Services and Markets Act2000 (the "FSMA"). Accordingly, such documents and/or materials are not beingdistributed to, and must not be passed on to, the general public in the UnitedKingdom. The communication of such documents and/or materials is exempt fromthe restriction on financial promotions under section 21 of the FSMA on thebasis that it is only directed at and may only be communicated to (i) thosepersons who are existing members or creditors of the Company or other personswithin Article 43 of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, and (ii) to any other persons to whom such documents and/or materials may otherwise lawfully be communicated. Australia The Tender Offer is being made in Australia solely to Securityholders inrespect of whom the provisions of Regulation 7.9.97 of the CorporationsRegulations 2001 of the Commonwealth of Australia are satisfied. No otherperson to whom the Tender Offer or Tender Offer Memorandum is given or receivedin Australia may participate in the Tender Offer. South Africa The Tender Offer does not constitute an "offer to the public" as contemplatedin the South African Companies Act 71 of 2008. Accordingly, the Tender OfferMemorandum, and any other documents and materials in relation to the TenderOffer (including without being limited to this announcement), does not, and isnot intended to, constitute a "registered prospectus" as defined in the SouthAfrican Companies Act 71 of 2008, and has not been prepared and registered interms of the South African Companies Act 71 of 2008. Italy None of the Tender Offer, this announcement, the Tender Offer Memorandum or anyother document or materials relating to the Tender Offer have been submitted tothe clearance procedures of the Commissione Nazionale per le Società e la Borsa("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is beingcarried out in Italy as an exempted offer pursuant to article 101-bis,paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, asamended and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14May 1999, as amended (the "Issuers' Regulation"). Accordingly, the Tender Offeris only addressed to holders of Securities located in the Republic of Italy whoare "qualified investors" (investitori qualificati) as defined pursuant to andwithin the meaning of Article 100 of the Financial Services Act and article34-ter, paragraph 1, letter b) of the Issuers' Regulation. Securityholders orbeneficial owners of Securities that are located in Italy can tender Securitiesfor repurchase in the Tender Offer through authorised persons (such asinvestment firms, banks or financial intermediaries permitted to conduct suchactivities in Italy in accordance with the Financial Services Act, CONSOBRegulation No. 16190 of 29 October 2007, as amended from time to time, andLegislative Decree No. 385 of 1 September 1993, as amended) and in compliancewith applicable laws and regulations or with requirements imposed by CONSOB orany other Italian authority. Each intermediary must comply with the applicablelaws and regulations concerning information duties vis-à-vis its clients inconnection with the Securities or the Tender Offer. Belgium Neither this announcement, the Tender Offer Memorandum nor any other documentsor materials relating to the Tender Offer have been submitted to or will besubmitted for approval or recognition to the Belgian Financial Services andMarkets Authority (Autorité des services et marchés financiers/Autoriteitfinanciële diensten en markten) and, accordingly, the Tender Offer may be madein Belgium by way of a public offering, as defined in Articles 3 and 6 of theBelgian Law of 1 April 2007 on public takeover bids or as defined in Article 3of the Belgian Law of 16 June 2006 on the public offer of placement instrumentsand the admission to trading of placement instruments on regulated markets,each as amended or replaced from time to time. Accordingly, the Tender Offermay not be advertised and the Tender Offer will not be extended, and neitherthis announcement, the Tender Offer Memorandum nor any other documents ormaterials relating to the Tender Offer (including any memorandum, informationcircular, brochure or any similar documents) has been or shall be distributedor made available, directly or indirectly, to any person in Belgium other than"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June2006 on the public offer of placement instruments and the admission to tradingof placement instruments on regulated markets (as amended from time to time),acting on their own account. Insofar as Belgium is concerned, this announcementand/or the Tender Offer Memorandum have been issued only for the personal useof the above qualified investors and exclusively for the purpose of the TenderOffer. Accordingly, the information contained in this announcement and/or theTender Offer Memorandum may not be used for any other purpose or disclosed toany other person in Belgium. France The Tender Offer is not being made, directly or indirectly, to the public inthe Republic of France ("France"). Neither this announcement, the Tender OfferMemorandum nor any other documents or materials relating to the Tender Offerhave been or shall be distributed to the public in France and only (i)providers of investment services relating to portfolio management for theaccount of third parties (personnes fournissant le service d'investissement degestion de portefeuille pour compte de tiers) and/or (ii) qualified investors(investisseurs qualifiés), other than individuals acting for their own account,all as defined in, and in accordance with, Articles L.411-1, L.411-2 andD.411-1 to D.411-3 of the French Code monétaire et financier, are eligible toparticipate in the Tender Offer. Neither this announcement, the Tender OfferMemorandum has been nor will be submitted to the clearance procedures (visa) ofthe Autorité des Marchés Financiers. General This announcement and/or the Tender Offer Memorandum do not constitute an offerto buy or the solicitation of an offer to sell Securities, and tenders ofSecurities in the Tender Offer will not be accepted from Securityholders, inany circumstances or jurisdiction in which such offer or solicitation isunlawful. In those jurisdictions where the securities, blue sky or other lawsrequire the Tender Offer to be made by a licensed broker or dealer and anyDealer Manager or any of a Dealer Manager's affiliates is such a licensedbroker or dealer in any such jurisdiction, the Tender Offer shall be deemed tobe made by such Dealer Manager or affiliate (as the case may be) on behalf ofthe Company in such jurisdiction and the Tender Offer is not made in any suchjurisdiction where any Dealer Manager or any of their respective affiliates isnot licensed. REGISTERED OFFICE Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCXBermuda Email: info@aquariusplatinum.com

Telephone: +61 8 9367 5211