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AQUARIUS PLATINUM LIMITED ASX, LSE & JSE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY JURISDICTIONIN WHICH IT WOULD BE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 ON DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT INTHE UNITED STATES OR ITALY. 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 TENDEROFFER, THE PROPOSED RIGHTS ISSUE OR OTHERWISE. THE DEFINED TERMS SET OUT IN APPENDIX II APPLY IN THIS ANNOUNCEMENT. 7 April 2014 For immediate release AQUARIUS PLATINUM LIMITED TENDER OFFER AND PROPOSED RIGHTS ISSUE Aquarius Platinum Limited (the "Company" and, together with its direct andindirect subsidiaries, the "Aquarius Group") today announces its intention toundertake an offer to purchase a minimum of U.S.$150 million and a maximum ofU.S.$225 million in principal amount of the outstanding U.S.$300 millionconvertible bonds with a maturity date of 18 December 2015 (of which U.S.$298million in aggregate principal amount is currently outstanding) (the "ExistingConvertible Bonds") (the "Tender Offer"). Following expiry of the Tender Offer, the Company intends to launch an issue byway of rights of new common shares in the capital of the Company (the "CommonShares") to qualifying shareholders (the "Proposed Rights Issue"). Thesettlement of the Tender Offer will be funded by proceeds raised pursuant tothe Proposed Rights Issue of up to U.S.$225 million. Tender Offer The Tender Offer will begin today and expire at 4.00 p.m. (London time) on 11April 2014 (the "Expiration Deadline"), unless extended, re-opened orterminated. Pursuant to the Tender Offer, the Company proposes to accept for repurchase anaggregate principal amount of Existing Convertible Bonds no greater than thelesser of (i) U.S.$225 million (or such greater or lesser amount as the Companymay determine in its sole discretion) and (ii) the aggregate principal amountof Existing Convertible Bonds that can be purchased at the repurchase price(excluding all payments of accrued interest) using the net proceeds raisedpursuant to the Proposed Rights Issue. The repurchase by the Company of any Existing Convertible Bonds pursuant to theTender Offer is conditional, at the option of the Company, upon (i) thesuccessful completion (in the sole determination of the Company) of theProposed Rights Issue on terms satisfactory to the Company (in its solediscretion) to finance part or all of the amount payable by the Company forExisting Convertible Bonds accepted for repurchase pursuant to the Tender Offerand (ii) not less than U.S.$150 million (or such lesser amount as the Companymay determine in its sole discretion, but in no event being less than U.S.$138million) in aggregate principal amount of Existing Convertible Bonds beingvalidly tendered by holders of the Existing Convertible Bonds (the "ExistingConvertible Bondholders") for repurchase pursuant to the Tender Offer (and notsubsequently withdrawn) by the Expiration Deadline. Certain Existing Bondholders have undertaken to validly tender up toapproximately U.S.$138 million in aggregate principal amount of ExistingConvertible Bonds (the "Locked-Up Convertible Bonds") in the Tender Offer. Theterms of these undertakings include payment of a fee to such ExistingBondholders in consideration for such undertakings, and provisions for theaggregate principal amount of certain of the Locked-Up Convertible Bondstreated as being validly tendered to be reduced if the aggregate principalamount of Existing Convertible Bonds validly tendered in the Tender Offerexceeds U.S.$150 million. Please refer to the additional announcement of today's date for furtherinformation in respect of the Tender Offer (including applicable offer anddistribution restrictions and the lock-up undertakings summarised above). Proposed Rights Issue Following expiry of the Tender Offer on 11 April 2014, the Company intends toannounce the terms of the Proposed Rights Issue, which is anticipated to bepartially underwritten to an amount not less than the minimum Tender Offeracceptance level of U.S.$150 million. New Common Shares to be issued pursuant to the Proposed Rights Issue (the"Rights Issue Shares") will be offered at a price which will represent adiscount to the theoretical ex-rights price of the Common Shares at the time ofannouncement of the Proposed Rights Issue. The terms of the Proposed RightsIssue will be announced as soon as practicable following the expiry of theTender Offer. The Proposed Rights Issue will be subject to certain customary conditions,including: the admission of the Rights Issue Shares (nil paid) to listing on the premiumlisting segment of the Official List and to trading on the London StockExchange's main market for listed securities ("UK Admission"); the admission of the Rights Issue Shares to listing and trading on the MainBoard of the JSE ("South African Admission"); and the agreement to be entered into with the Managers in relation to the ProposedRights Issue having become unconditional in all respects, save for theconditions relating to UK Admission and South African Admission, and not havingbeen terminated in accordance with its terms. The Proposed Rights Issue is not conditional on Shareholder approval. An indicative timetable of the main events relating to the Proposed RightsIssue is set out in Appendix I. Background to the Tender Offer and the Proposed Rights Issue In December 2009, the Company issued the Existing Convertible Bonds, of whichapproximately U.S.$298 million in principal amount remains outstanding. Existing Convertible Bondholders are entitled to convert their ExistingConvertible Bonds into fully paid Common Shares at any time up to the close ofbusiness on the seventh day prior to redemption or maturity. As at 4 April2014, the prevailing conversion price pursuant to the terms and conditions ofthe Existing Convertible Bonds was U.S.$6.578 per Common Share, subject toadjustment on the occurrence of certain events. On 4 April 2014, the ClosingPrice on the London Stock Exchange for one Common Share was equivalent toU.S.$0.59. Given the prevailing conversion price, it is highly unlikely thatExisting Convertible Bondholders will choose to exercise their conversionrights prior to the maturity of the Existing Convertible Bonds. The Companywill be required to redeem all of the outstanding Existing Convertible Bonds attheir principal amount on their final maturity date, 18 December 2015. The Board has for some time considered alternative arrangements for thepotential restructuring or refinancing of the Existing Convertible Bonds priorto their maturity. The Board believes that uncertainty among investors as tothe Aquarius Group's ability to refinance the Existing Convertible Bonds hasimpacted negatively upon the attractiveness of investing in the Common Shares.It has been the Board's view that, in order to take decisive action in respectof the Existing Convertible Bonds, the operational performance and liquidity ofthe Aquarius Group must be sufficiently robust to ensure that it can repay anyportion of the Existing Convertible Bonds that remain outstanding following anyliability 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 Existing Convertible Bonds. As such, the Company now intends to launchan offer to purchase, on the terms and conditions to be set out within theTender Offer Memorandum, a minimum of U.S.$150 million and a maximum ofU.S.$225 million in principal amount of the Existing Convertible Bondsoutstanding. The settlement of the Tender Offer will be funded by proceeds raised pursuantto the Proposed Rights Issue. In the event the net proceeds of the ProposedRights Issue exceed the amount required to settle the Tender Offer, the surplusproceeds will be retained by the Company to improve liquidity in order to fundthe redemption of the Existing Convertible Bonds not validly tendered andrepurchased pursuant to the Tender Offer on 18 December 2015. Reasons for the Tender Offer and the Proposed Rights Issue The full principal amount of the Existing Convertible Bonds currentlyoutstanding equates to approximately U.S.$298 million. As at 31 January 2014,the Aquarius Group had approximately U.S.$77.8 million cash on hand and totalnet debt of approximately U.S.$199.3 million. It is the view of the Board thatthis level of gearing is too high for a cyclical commodity producer of theAquarius Group's size and that, together, the Tender Offer and Proposed RightsIssue once implemented will restructure the Aquarius Group's balance sheet toan appropriate and sustainable level. Furthermore, the Aquarius Group continuesto assess the viability of a number of smaller projects aimed at increasingproduction at capital- and cost-efficient rates. Implementation of theseprojects would be significantly less complicated if the Aquarius Group'sbalance sheet is restructured to a sustainable level, as it will allow theAquarius Group to access new capital sources required for the development ofthese projects that would otherwise have been required to service existingdebt. The Board has resolved that the Proposed Rights Issue would be the mostappropriate method for the funding of the Tender Offer as it provides existingShareholders with the opportunity to rebalance the Aquarius Group capitalstructure on a pre-emptive basis. The Proposed Rights Issue is expected toresult in immediate and long-term benefits and the Board has concluded that itand the Tender Offer are in the best interests of the Company and itsShareholders as a whole. Dividends and dividend policy Subject to the provisions of the Bye-laws and in accordance with the BermudanCompanies Act, the Board may from time to time declare a dividend to be paid toShareholders. The Company last paid a dividend on 30 September 2011. The Board plans toreconsider the payment of dividends as soon as possible, although anyresumption of dividend payments would be contingent, inter alia, upon a stableand positive commodity price outlook, operational progress and achieving anappropriate, long-term capital structure. The Rights Issue Shares, when issued and fully paid, will rank paripassu in allrespects with the existing Common Shares, including the right to receive alldividends or other distributions declared after the issue of the Rights IssueShares. Current trading and prospects In its interim results for the six months ended 31 December 2013 published on 7February 2014, the Aquarius Group announced attributable production of 168,014PGM ounces, mine EBITDA of U.S.$10 million and a net loss of U.S.$24 million(5.11 cents per Common Share). The results for the period were influencedsignificantly by the following factors: improved production across all mining operations and stable labour relationsduring the period; continued cost control measures across all operations; the PGM Basket price achieved for the half-year period was U.S.$1,138 per PGMounce, down 9 per cent. from the comparable six-month period ending 31 December2012; exchange rate movements continued to have a volatile effect on earnings, withthe Rand weakening to an average R10.06 to the U.S. dollar compared to R8.46 inthe comparable six-month period ending 31 December 2012; and finance costs for the half-year period of U.S.$15 million included U.S.$12million to service interest on the Existing Convertible Bonds and bankborrowings and U.S.$3 million on non-cash interest arising from the unwindingof the net present value of the rehabilitation provisions of AQPSA. Current trading remains in line with the Board's expectation and the AquariusGroup expects to publish its unaudited financial report for the three monthsended 31 March 2014 on 29 April 2014, which upon publication will be availableto view on the Company's website at www.aquariusplatinum.com. Production overview Total production for the six months to 31 December 2013 was 330,702 PGM ounces,representing a 7 per cent. increase over the comparable period ending 31December 2012. Attributable production for the half-year period was 168,014 PGMounces. Despite many challenges, Kroondal is now consistently producing at levelshigher than at any time in its ten-year history, having recorded production inexcess of 105,000 4E ounces for four consecutive quarters, while at the sametime improving its safety performance and recording unit cash costs at levelssimilar to two years ago. At Mimosa, production continued to be in line withguidance, while cash costs continue to decrease in real terms. Platinum Miledelivered credible production performance, however it suffered interruptions inits plant concentrate feed caused by labour unrest at the supplier's mineduring the second quarter. Marikana, Everest, CTRP and Blue Ridge remained on care and maintenance. On 29January 2014, the Aquarius Group announced the potential disposal of itsinterest in Blue Ridge and the Kruidfontein prospecting rights which, ifconcluded, will generate cash proceeds of approximately U.S.$64 million beforetaxation. Production statistics by mine 2014 2013 Half-year Q2 Q1 Full-year Q4 Q3 Half-year Q2 Q1 (PGM ounces attributable to the Aquarius Group) Kroondal 108,372 55,152 53,220 203,249 53,436 52,514 97,299 51,262 46,037 Mimosa 54,317 27,793 26,524 108,936 28,584 25,805 54,547 26,376 28,171 PlatinumMile 5,312 1,583 3,729 11,551 4,810 3,152 4,619 1,349 3,270 Total 168,001 84,528 83,473 323,736 86,830 81,471 156,465 78,987 77,478 Metal prices During the financial year ended 30 June 2013, the environment remainedchallenging for PGM producers with PGM markets experiencing continued weaknessin metal prices as a consequence of investor concerns surrounding the Eurozone,the sovereign debt crisis, global financial markets and, specifically, a weakautomotive sector. The price of platinum declined 8 per cent. during thefinancial year ended 30 June 2013 to close at U.S.$1,327 per ounce, while theaverage palladium price for the financial year increased by 1 per cent. overthe previous financial year. The average rhodium price declined by 26 per cent.versus the previous year. Platinum and rhodium prices continued to show weakness during the six monthsended 31 December 2013 with platinum prices, on average, 8 per cent. lower andrhodium prices, on average, 16 per cent. lower than the average price in thefinancial year ended 30 June 2013. During the same period palladium pricesimproved, being, on average, 6 per cent. higher than the average price in thefinancial year ended 30 June 2013. Outlook While the short-term operating environment is expected to remain challenging,the Board remains optimistic that U.S. dollar metal prices will improve overthe medium term. Having a stronger balance sheet would enable the AquariusGroup to pursue selected growth opportunities to increase production atcompetitive cost. Opportunities that the Aquarius Group may consider in thefuture include: recovering the PGMs in the tailings from the Kroondal concentrator plants (K1and K2). This project is expected to be similar in size and nature to thePlatinum Mile operation, which produces between 15,000 to 20,000 PGM ounces perannum; the re-commencement of production by the Everest mine which, while currently oncare and maintenance, could be re-commissioned at competitive costs levels inan improved metal price environment; and an increase of between 10 per cent. and 15 per cent. of metal production byMimosa by increasing hoisting capacity of the shaft. While the Aquarius Group is not currently in a position to implement theseprojects, they all have relatively short-lead time and low capital cost andwould be expected to be value enhancing. Other matters In respect of the Tender Offer, Morgan Stanley & Co. International plc ("MorganStanley") and Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB")are acting as Dealer Managers. In respect of the Proposed Rights Issue, RMB is acting as Financial Adviser andJoint Bookrunner, Morgan Stanley is acting as Financial Adviser and JointBookrunner, Barclays Bank PLC, acting through its investment bank ("Barclays")is acting as UK Sponsor and Joint Bookrunner, Absa Bank Limited, acting throughits corporate and investment banking division ("Absa") is acting as JointBookrunner and Euroz Securities Limited ("Euroz") is acting as Co-Lead Manager. RMB, Morgan Stanley, Barclays, Absa and Euroz are together referred to hereinas the "Managers". 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, FinancialAdviser and Joint Bookrunner) Justin Bothner +27 (0) 11 282 150 Pieter Nienaber +27 (0) 11 282 1268 Martin Richardson +44 (0) 207 939 1777 Morgan Stanley (Tender Offer Dealer Manager, FinancialAdviser 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 Lucid Issuer Services Limited (Tender Agent) +44 (0) 20 7704 0880 Victor Parzyjagla David Shilson 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 Proposed RightsIssue or otherwise. This announcement is an advertisement and not a prospectusand investors 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 prospectus expected to be published by the Company inconnection with the Proposed Rights Issue in due course and approved by theFinancial Conduct Authority (the "FCA"), and any supplementary prospectus inrelation thereto (the "Rights Issue Prospectus"). No money, securities or otherconsideration is being solicited and, if sent in response to the informationherein, will not be accepted. 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 Proposed Rights Issue and willnot regard any other person (whether or not a recipient of this announcement,the Tender Offer Memorandum or the Rights Issue Prospectus) as a client inrelation to the Tender Offer or the Proposed Rights Issue and will not beresponsible to anyone other than the Company for providing protections affordedto its respective clients or for providing advice in relation to the TenderOffer or the Proposed Rights Issue or any matters referred to in the TenderOffer Memorandum or the Rights Issue 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 theProposed Rights Issue, and nothing in this announcement is or shall be reliedupon as a promise or representation in this respect, whether as to the past orfuture. The Managers accordingly disclaim, to the fullest extent permitted byapplicable law, all and any liability whatsoever, whether arising in tort,contract or otherwise which they might otherwise have in respect of thisannouncement or any 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. 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 FSMA. Accordingly, such documentsand/or materials are not being distributed to, and must not be passed on to,the general public in the United Kingdom. The communication of such documentsand/or materials is exempt from the restriction on financial promotions undersection 21 of the FSMA on the basis that it is only directed at and may only becommunicated to (i) those persons who are existing members or creditors of theCompany or other persons within Article 43 of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005, and (ii) to any otherpersons to whom such documents and/or materials may otherwise lawfully becommunicated. 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 statement in this announcement is intended as a profit forecast or a profitestimate and no statement in this announcement should be interpreted to meanthat earnings per Common Share for the current or future financial years wouldnecessarily match or exceed the historical published earnings per Common Share. 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 Proposed Rights Issue. Thevalue of securities can decrease as well as increase. Persons needing adviceshould consult an independent financial adviser. Past performance cannot berelied upon as a guide to future performance. Certain figures contained in this announcement, including financialinformation, have been subject to rounding adjustments. Accordingly, in certaininstances, the sum or percentage change of the numbers contained in thisannouncement may not conform exactly with the total figure given. 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. Cautionary note regarding forward-looking statements The statements contained in this announcement 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. The Company cautions readers not to placeundue reliance on forward-looking statements. Forward–looking statements aretypically identified 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 orother variations thereon or comparable terminology, or by discussions ofstrategy that involve risks and uncertainties. These forward–looking statementsand other statements contained in this announcement regarding matters that arenot historical facts involve predictions. No assurance can be given that suchfuture results will be achieved; actual events or results may differ materiallyas a result of risks and uncertainties facing the Aquarius Group. Such risksand uncertainties could cause actual results to vary materially from the futureresults indicated, expressed or implied in such forward–looking statements. The forward–looking statements contained in this announcement speak only as ofthe date of this announcement. 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 thisannouncement to reflect any change in its expectations or any change in events,conditions or circumstances on which such statements are based, except to theextent required by applicable law, the Australian Corporations Act, the ASXListing Rules, the Prospectus Rules, the UK Listing Rules and the Disclosureand Transparency Rules, the JSE Listings Requirements and the South AfricanCompanies Act. Forward-looking information cannot be relied upon as a guide tofuture performance. APPENDIX I EXPECTED TIMETABLE OF PROPOSED RIGHTS ISSUE Each of the times and dates in the table below is indicative only and may besubject to change. A comprehensive timetable will be made available as part ofthe announcement of the final terms of the Proposed Rights Issue. Terms of Proposed Rights Issue announced 15 April 2014 Rights Issue Prospectus published 15 April 2014 Last day to trade Common Shares on the JSE to qualify 5.00 p.m. (SAST) on 17to participate in the Rights Issue April 2014 Existing Shares marked "ex-rights" on the JSE 9.00 a.m. (SAST) on 22 April 2014 UK Record Date close of business (London) on 16 April 2014 Existing Shares marked "ex-rights" on the London Stock 8.00 a.m. (London) onExchange 22 April 2014 Existing Shares marked "ex-rights" on the ASX 10.00 a.m. (AEST) on 23 April 2014 Australian Record Date Close of business (AEST) on 28 April 2014 South African Record Date close of business (SAST) on 29 April 2014 Last day for trading Nil Paid Rights in South Africa close of business (SAST) on 6 May 2014 Last day for acceptance and payment through CREST 11.00 a.m. (London) on 14 May 2014 Latest time and date for acceptance and payment in full 11.00 a.m. (London) onby Non-CREST Shareholders in the UK 14 May 2014 Latest time and date for acceptance and payment in full 5.00 p.m. (AEST) on 14in Australia May 2014 Rights Issue closes in South Africa 12.00 p.m. (SAST) on 14 May 2014 Latest time for acceptance and payment in full by 12.00 p.m. (SAST) on 14certificated Shareholders in South Africa May 2014 Payment in full by dematerialised Shareholders in South 9.00 a.m. (SAST) on 15Africa, effected on a delivery-versus-payment basis May 2014 Rights Issue Shares issued in South Africa 9.00 a.m. (SAST) on 15 May 2014 APPENDIX IIDEFINITIONS AND GLOSSARY OF TECHNICAL TERMS Absa Absa Bank Limited, acting through its corporate and investment banking division AEST Australian Eastern Standard Time Anglo Platinum Anglo Platinum Limited, a subsidiary of Anglo American plc Australia the Commonwealth of Australia Australian the Corporations Act 2001 (Cth) of AustraliaCorporations Act AQPSA Aquarius Platinum (South Africa) (Pty) Ltd, a wholly owned subsidiary of the Company Aquarius Group the Company together with its direct and indirect subsidiaries ASX ASX Limited (ABN 98 008 624 691), Australian Securities Exchange or the Australian Stock Exchange, and where the context permits, the Australian Securities Exchange operated by ASX Limited ASX Listing the Listing Rules of ASX and any other rules of ASX which areRules applicable while the Company is admitted to the official list of ASX Barclays Barclays Bank PLC, acting through its investment bank Bermudan the Companies Act 1981 of Bermuda (as amended) and theCompanies Act regulations made thereunder Blue Ridge the PGM mine owned by BRPL Board the board of directors of the Company BRPL Blue Ridge Platinum (Pty) Limited, in which the Aquarius Group holds a 50 per cent. interest Bushveld Complex a layered mafic intrusive, internationally recognised for its PGM and chromite deposits and located in South Africa Bye-laws the bye-laws of the Company Closing Price the middle market quotation as derived from the London Stock Exchange plc's Daily Official List Common Shares common shares in the capital of the Company Company Aquarius Platinum Limited CREST the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK is the operator as defined in the CREST Regulations) CREST the Uncertificated Securities Regulations 2001 (SI 2001 No. 01Regulations /378), as amended Critical Zone the zone within the Bushveld Complex which hosts the Merensky Reef at its top contact and numerous chromitite layers, of which the UG2 Reef is one CTRP Chrome Tailings Retreatment Plant Depository Computershare Investor Services PLC Depository independent securities constituted under English law andInterests issued or to be issued by the Depository in respect of, and representing on a 1 for 1 basis, underlying Common Shares which may be held or transferred through the CREST system DI Nil Paid Depository Interests representing Nil Paid RightsRights Disclosure and the disclosure and transparency rules made by the FCA underTransparency Part VI of FSMARules Euroclear UK Euroclear UK & Ireland Limited, the operator of CREST Euroz Euroz Securities Limited Everest Everest Platinum mine, in which the Aquarius Group as a 100 per cent. interest. Excluded the United States, Canada and JapanTerritories andeach an ExcludedTerritory Existing U.S.$300 million convertible bonds with a maturity date ofConvertible 18 December 2015Bonds Existing holders of the Existing Convertible BondsConvertibleBondholders Existing Shares the Common Shares in issue as at the date of the Rights Issue Prospectus Expiration 4.00 p.m. (London time) on 11 April 2014Deadline FCA the Financial Conduct Authority FSMA the UK Financial Services and Markets Act 2000 (as amended) JSE JSE Limited, a public company incorporated with limited liability under the laws of South Africa, with registration number 2005/022939/06 and licensed as an exchange under the South African Financial Markets Act, often referred to as the "Johannesburg Stock Exchange" JSE Listings the listing requirements of the JSERequirements Kroondal Kroondal platinum mine, which is operated by AQPSA and is managed in a 50:50 pooling and sharing arrangement with Anglo Platinum Locked-Up up to approximately U.S.$138 million in aggregate principalConvertible amount of Existing Convertible Bonds that certain ExistingBonds Bondholders have undertaken to validly tender London Stock London Stock Exchange plcExchange Managers RMB, Morgan Stanley, Barclays, Absa and Euroz Marikana Marikana platinum mine Mimosa the platinum mine owned by MMCL MMCL Mimosa Mining Company (Private) Limited, a wholly-owned subsidiary of Mimosa Investments Limited, in which the Company has a 50 per cent. interest Morgan Stanley Morgan Stanley & Co. International plc New DIs the Depository Interests to be issued by the Depository in respect of the Rights Issue Shares received by the Depository pursuant to the Proposed Rights Issue Nil Paid Rights the right to Rights Issue Shares (nil paid) provisionally allotted by the Company to qualifying Shareholders pursuant to the Proposed Rights Issue on the terms and conditions to be set out in the Rights Issue Prospectus Official List the Official List of the UK Listing Authority pursuant to Part VI of the FSMA oz or ounce troy ounce (31.1 grams) PGM(s) platinum group metal(s) PGM Basket the value of the relative proportions of saleable, metal based on the platinum, palladium, rhodium and gold, typically contained in UG2 concentrate Platinum Mile the retreatment facility owned by PMRL PMRL Platinum Mile Resources (Pty) Limited, in which the Company has a 91.7 per cent. indirect interest Proposed Rights the proposed issue by way of rights of Rights Issue Shares toIssue qualifying Shareholders on the terms and subject to the conditions to be set out in the Rights Issue Prospectus Prospectus Rules the Prospectus Rules published by the FCA under Section 73A of the FSMA Provisional the renounceable Provisional Allotment Letter expected to beAllotment Letter sent to qualifying holders of Common Shares in certificated form in respect of the Rights Issue Shares to be provisionally allotted to them pursuant to the Proposed Rights Issue Rand or ZAR or R the lawful currency of South Africa Rights Issue the prospectus expected to be published by the Company inProspectus connection with the Proposed Rights Issue in due course and approved by the FCA, and any supplementary prospectus in relation thereto Rights Issue new Common Shares proposed to be issued and allotted by theShares Company pursuant to the Proposed Rights Issue RMB Rand Merchant Bank, a division of FirstRand Bank Limited SAST South Africa Standard Time Shareholder a holder of Common Shares South Africa the Republic of South Africa South African the admission of the Rights Issue Shares to, listing andAdmission trading on, the Main Board of the JSE South African the South African Companies Act 71 of 2008Companies Act South African the South African Financial Markets Act 19 of 2012FinancialMarkets Act Strate Strate Limited, registration number 1998/022242/06, a limited liability public company duly incorporated in accordance with the laws of South Africa, which is a registered central securities Depository and which is responsible for the electronic settlement system used by the JSE for transactions to be settled and transfer of ownership to be recorded electronically Tender Offer the offer by the Company to purchase a minimum of U.S.$150 million and a maximum of U.S.$225 million in principal amount of the Existing Convertible Bonds outstanding Tender Offer the memorandum setting out the terms and conditions of, andMemorandum other information relevant to, the Tender Offer UG2 or UG2 Reef a chromitite layer within the Critical Zone of the Bushveld Complex containing economic quantities of PGMs UK United Kingdom of Great Britain and Northern Ireland UK Admission the admission of the Rights Issue Shares (nil paid) to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities UK Listing the FCA in its capacity as the competent authority for theAuthority purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the FSMA UK Listing Rules the rules relating to admission to the Official List made in accordance with Section 73A(2) of the FSMA UK Sponsor Barclays United States or the United States of America, its territories and possessions,U.S. any State of the United States and the District of Columbia U.S. Securities the United States Securities Act of 1933Act U.S.$ or U.S. the lawful currency of the United Statesdollars REGISTERED OFFICE Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCXBermuda Email: info@aquariusplatinum.com

Telephone: +61 8 9367 5211