AQP.L Regulatory News (AQP)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLEOR IN PART, IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY JURISDICTIONIN WHICH IT WOULD BE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. 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 RIGHTSISSUE OR OTHERWISE. THE DEFINED TERMS SET OUT IN APPENDIX IV APPLY IN THIS ANNOUNCEMENT. 15 April 2014 For immediate release AQUARIUS PLATINUM LIMITED TERMS OF RIGHTS ISSUE 2 for 1 Rights Issue of up to 976,206,906Rights Issue Shares at A$0.25, 14 pence or ZAR2.41 per Rights Issue Share Introduction Further to the announcement of 14 April 2014 in relation to the results of theTender Offer (the "Tender Offer Results Announcement"), Aquarius PlatinumLimited (the "Company" and, together with its direct and indirect subsidiaries,the "Aquarius Group") today announces the issue of up to 976,206,906 RightsIssue Shares to Qualifying Shareholders (the "Rights Issue"). In the Tender Offer Results Announcement, the Company announced that followingthe Expiration Deadline for the Tender Offer at 4.00 p.m. (London time) on 11April 2014, the aggregate nominal amount of Existing Convertible Bonds validlytendered pursuant to the Tender Offer (which reflects an aggregate principalamount of Investec's Locked-Up Securities of U.S.$70 million) wasU.S.$172,600,000. The Tender Offer repurchase price is U.S.$92,000 perU.S.$100,000 in principal amount of Existing Convertible Bonds. The Tender Offer is conditional, at the option of the Company, upon thesuccessful completion (in the sole determination of the Company) of the RightsIssue on terms satisfactory to the Company (in its sole discretion) to financepart or all of the amount payable by the Company for the Existing ConvertibleBonds accepted for repurchase pursuant to the Tender Offer. The Rights Issue will be made on the basis of 2 Rights Issue Shares for everyExisting Share held by Qualifying Shareholders at the close of business on theApplicable Record Date. Subject to certain exceptions, Shareholders with aregistered address, resident, or otherwise believed to be in the United States,Canada or Japan will not be entitled to participate in the Rights Issue. The Rights Issue is expected to raise gross proceeds of up to U.S.$225 millionthrough the issuance of up to 976,206,906 new Common Shares (the "Rights IssueShares"). Assuming all Rights Issue Shares are issued, they will representapproximately 67 per cent. of the Enlarged Issued Share Capital. Proceeds raised pursuant to the Rights Issue will be used to fund thesettlement of the Tender Offer. In the event the net proceeds of the RightsIssue exceed the amount required to settle the Tender Offer, the Companyintends to retain any additional amounts to improve the Aquarius Group'sliquidity in order to fund the future redemption of the Existing ConvertibleBonds not validly tendered and repurchased pursuant to the Tender Offer on thescheduled redemption date (being 18 December 2015). The Rights Issue Shares, when issued and fully paid, will rank pari passu inall respects with the Existing Shares, including the right to receive alldividends or other distributions declared after the issue of the Rights IssueShares. The Issue Price of A$0.25 represents a discount of approximately 58 per cent.to the Closing Price on the ASX of A$0.59 per Common Share on 11 April 2014(being the latest practicable date prior to the date of this announcement). The Issue Price of 14 pence represents a discount of approximately 65 per cent.to the Closing Price on the London Stock Exchange of 40.25 pence per CommonShare on 11 April 2014 (being the latest practicable date prior to the date ofthis announcement). The Issue Price of ZAR2.41 represents a discount of approximately 66 per cent.to the Closing Price on the JSE of ZAR7.15 per Common Share on 11 April 2014(being the latest practicable date prior to the date of this announcement). Pursuant to the Underwriting and Sponsor's Agreement, and subject to thesatisfaction or waiver of certain customary conditions, including UK Admissionand South African Admission becoming effective, Rand Merchant Bank, a divisionof FirstRand Bank Limited ("RMB"), Absa Bank Limited, acting through itscorporate and investment banking division ("Absa") and Euroz Securities Limited("Euroz") have agreed to underwrite the subscription of 737,578,551 RightsIssue Shares (less any Rights Issue Shares taken up under the Rights Issue orsubscribed for in any rump offering) at ZAR2.41 per Rights Issue Share (in thecase of RMB and Absa) and at A$0.25 per Rights Issue Share (in the case ofEuroz). As a result, the Company has certainty that it will raise minimum grossproceeds equal to approximately U.S.$170 million from the Rights Issue. It is expected that a prospectus relating to the Rights Issue prepared inaccordance with the Prospectus Rules of the Financial Conduct Authority (the"FCA") made under Section 73A of the FSMA will be published on 15 April 2014containing full details of the Rights Issue (the "Rights Issue Prospectus").The Rights Issue Prospectus will be filed with the FCA and will be madeavailable to the public in accordance with Rule 3.2 of the Prospectus Rules.Following publication, a copy of the Rights Issue Prospectus will be madeavailable to view on the Company's website at www.aquariusplatinum.com. Further Information on the Rights Issue Under the Rights Issue, the Rights Issue Shares will be offered by way ofrights to all Qualifying Shareholders. Subject to certain exceptions,Shareholders with a registered address, resident, or otherwise believed to bein the United States, Canada or Japan will not be entitled to participate inthe Rights Issue. Holdings of Existing Shares in certificated and uncertificated form andholdings on different Registers will be treated as separate holdings for thepurpose of calculating entitlements under the Rights Issue. Application will be made to the ASX for quotation of the Rights Issue Shares("Australian Admission"), with deferred settlement and standard T+3 settlementtrading in the Rights Issue Shares expected to commence from 10.00 a.m. (AEST)on 8 May 2014 and 20 May 2014, respectively. Applications will be made to the UK Listing Authority and to the London StockExchange for the Rights Issue Shares (nil paid) to be admitted to listing onthe premium listing segment of the Official List and to trading on the LondonStock Exchange's main market for listed securities (together, "UK Admission").It is expected that UK Admission will become effective on 22 April 2014 andthat dealings in the Rights Issue Shares (nil paid) will commence on the LondonStock Exchange by 8.00 a.m. (London time) on that date. Application will be made to the JSE for the Rights Issue Shares to be admittedto listing and trading on the Main Board of the JSE ("South AfricanAdmission"). It is expected that South African Admission will become effectiveand that dealings on the JSE in the Letters of Allocation (on a deferredsettlement basis) will commence at 9.00 a.m. (SAST) on 22 April 2014 and in theRights Issue Shares (fully paid) will commence at 9.00 a.m. (SAST) on 8 May2014. The Rights Issue is conditional, inter alia, upon: UK Admission becoming effective by not later than 8.00 a.m. (London time) on 22April 2014 (or such later time and/or date as the Company and the Managers mayagree); South African Admission becoming effective by not later than 9.00 a.m. (SAST)on 22 April 2014 (or such later time and/or date as the Company and theManagers may agree); and the Underwriting and Sponsor's Agreement having become unconditional in allrespects, save for the conditions relating to UK Admission and South AfricanAdmission, and the Underwriting and Sponsor's Agreement not having beenterminated in accordance with its terms. In order to take up their entitlement to Rights Issue Shares (or New DIs, asappropriate), Qualifying Shareholders need to make payment in full by no laterthan: (i) in the case of Qualifying Australian Shareholders and theirrenouncees, 5.00 p.m. (AEST) on 14 May 2014; (ii) in the case of Qualifying DIHolders and their renouncees, 11.00 a.m. (London time) on 14 May 2014; (iii) inthe case of Qualifying Non-CREST Shareholders and their renouncees, 11.00 a.m.(London time) on 14 May 2014; (iv) in the case of Qualifying South AfricanShareholders who hold their Common Shares in certificated form and theirrenouncees, midday (SAST) on 14 May 2014; and (v) in the case of QualifyingSouth African Dematerialised Shareholders and their renouncees, 9.00 a.m.(SAST) on 15 May 2014 (or, in each case, such later date as may be notified bythe Company). The expected timetables of principal events in each of Australia, the UnitedKingdom and South Africa are set out in Appendices I, II and III. Any changesto such timetables will be announced by the Company in accordance withapplicable rules in the United Kingdom, Australia and South Africa. Deferral of conversions between Australian, United Kingdom and South Africanregisters Due to the fact that the Australian Record Date, UK Record Date and SouthAfrican Record Date each fall on different dates (as set out in the Appendices)there is the potential, with respect to the operation of conversion betweeneach of the Registers, for inequalities to exist as to the standing, cum or ex,of the respective securityholders. In order to prevent such a circumstance from arising and to keep the registersand the respective securityholders on an equal footing, the Company has soughtand been granted a waiver of the ASX Settlement Operating Rules to allow it todefer processing of conversions between each of the Registers, lodged in theperiod from close of trading on the London Stock Exchange on 15 April 2014(being the business day before the UK Record Date, which is the first of thethree Record Dates to occur) and close of trading on the Australian StockExchange on 30 April 2014 (being the business day after the South AfricanRecord Date which is the last of the three Record Dates to occur). 2014 Third Quarter Results Current trading remains in line with the Board's expectation and the AquariusGroup expects to publish its production and financial results for the quarterending 31 March 2014 (the "2014 Third Quarter Results") on 29 April 2014 and asupplementary prospectus in relation to the same on or around 29 April 2014(the "2014 Third Quarter Results Supplementary Prospectus"). Upon publication,both will be available to view on the Company's website atwww.aquariusplatinum.com. Additional information This announcement should be read in conjunction with the announcement of 2.52p.m. on 7 April 2014 relating to the Tender Offer and the Rights Issue. In respect of the Tender Offer, Morgan Stanley & Co. International plc ("MorganStanley") and RMB are acting as Dealer Managers. In respect of the Rights Issue, RMB is acting as Financial Adviser and JointBookrunner, Morgan Stanley is acting as Financial Adviser and Joint Bookrunner,Barclays Bank PLC ("Barclays") is acting as UK Sponsor and Joint Bookrunner,Absa is acting as Joint Bookrunner and 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 4150 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 Rights Issue orotherwise. This announcement is an advertisement and not a prospectus andinvestors 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 Rights Issue Prospectus, and any supplementary prospectusin relation thereto. No money, securities or other consideration is beingsolicited and, if sent in response to the information herein, will not beaccepted. 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 Rights Issue and will notregard any other person (whether or not a recipient of this announcement, theTender Offer Memorandum or the Rights Issue Prospectus) as a client in relationto the Tender Offer or the Rights Issue and will not be responsible to anyoneother than the Company for providing protections afforded to its respectiveclients or for providing advice in relation to the Tender Offer or the RightsIssue or any matters referred to in the Tender Offer Memorandum or the RightsIssue 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 the RightsIssue, and nothing in this announcement is or shall be relied upon as a promiseor representation in this respect, whether as to the past or future. TheManagers accordingly disclaim, to the fullest extent permitted by applicablelaw, all and any liability whatsoever, whether arising in tort, contract orotherwise which they might otherwise have in respect of this announcement orany 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. 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 Rights Issue. The value ofsecurities can decrease as well as increase. Persons needing advice shouldconsult an independent financial adviser. Past performance cannot be reliedupon 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 PRINCIPAL EVENTS IN AUSTRALIA Each of the times and dates in the table below is indicative only and may besubject to change. close of businessSuspension of removals of Common Shares from the Australian Share Register on 15begins April 2014 close of businessAustralian Mailing List Date for the first despatch of the Rights Issue on 15Prospectus and Entitlement and Acceptance Form April 2014 16 AprilTerms of Rights Issue announced (and Appendix 3B lodged) 2014 16 AprilRights Issue Cleansing Notice lodged with ASX 2014 16 AprilRights Issue Prospectus lodged with ASX 2014 on orFirst despatch of the Rights Issue Prospectus and Entitlement and Acceptance around 17Form to Australian Shareholders as at the Australian Mailing List Date(1) April 2014 10.00 a.m. on 23Existing Shares quoted on an "ex-rights" basis on the ASX April 2014 10.00 a.m. on 23Trading in Nil Paid Rights commences on the ASX April 2014 close of businessAustralian Record Date for entitlement under the Rights Issue for Qualifying on 28Australian Shareholders April 2014 Supplementary despatch of Rights Issue Prospectus and Entitlement and 29 AprilAcceptance Form to Qualifying Australian Shareholders(1)(2) 2014 29 AprilExpected date of publication of the 2014 Third Quarter Results 2014 on orExpected date of publication of the 2014 Third Quarter Results Supplementary around 29Prospectus....................................................................................................................................... April 2014 close of business on 30Suspension of removals of Common Shares from the Australian Share Register ends April 2014 Trading in Nil Paid Rights ends on the ASX 7 May 2014 10.00 a.m. on 8 MayRights Issue Shares quoted on the ASX on a deferred settlement basis 2014 Latest time and date for acceptance and payment in full in Australia in respect 5.00 p.m.of the Rights on 14 MayIssue................................................................................................................................................. 2014 20 MayDeferred settlement trading in Rights Issue Shares ends 2014 21 MayHolding statement confirming the issue of Rights Issue Shares 2014 10.00 a.m. on 21 MayTrading in Rights Issue Shares commences on the ASX 2014 Notes: Subject to restrictions relating to Qualifying Australian Shareholders withregistered addresses in an Excluded Territory. The supplementary despatch of the Rights Issue Prospectus and Entitlement andAcceptance Form will only be to those Qualifying Australian Shareholders whowere either (i) not Australian Shareholders at the Australian Mailing ListDate, or (ii) Australian Shareholders at the Australian Mailing List Date whoseholdings increased or decreased between the Australian Mailing List Date andthe Australian Record Date. Qualifying Australian Shareholders who held CommonShares at the Australian Mailing List Date whose holdings increased ordecreased between the Australian Mailing List Date and the Australian RecordDate should disregard the earlier Entitlement and Acceptance Form sent to themon or about 17 April 2014 and only use and refer to the supplementaryEntitlement and Acceptance Form in accepting the offer and taking up all orpart of their Nil Paid Rights. Where more than one Entitlement and AcceptanceForm has been sent to a Qualifying Australian Shareholder and the QualifyingAustralian Shareholder attempts to accept the offer using the first Entitlementand Acceptance Form received by that Shareholder, the Company reserves theright to treat such acceptance or purported acceptance as invalid. Each of the times and dates set out in the expected timetable of principalevents above and mentioned throughout this announcement are subject to changeand may be adjusted by the Company, in consultation with the Managers, in whichevent details of the new times and dates will be notified to the ASX, UKListing Authority, London Stock Exchange (through a Regulatory InformationService), JSE and, where appropriate, Qualifying Shareholders. References to times in this timetable are to AEST unless otherwise stated. APPENDIX II EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UK Each of the times and dates in the table below is indicative only and may besubject to change. close of business on 15Suspension of removals of Common Shares from the UK Share Register April 2014 15 AprilTerms of Rights Issue announced 2014 close of businessUK Record Date for entitlement under the Rights Issue for Qualifying UK on 16Shareholders April 2014 Despatch of Provisional Allotment Letters (to Qualifying Non- CRESTShareholders only) 17 April(1)............................................................................................................................................. 2014 8.00 a.m. on 22UK Admission and start of rights offer period in the UK April 2014 8.00 a.m. on 22Dealings in Nil Paid Rights commence on the London Stock Exchange April 2014 8.00 a.m. on 22Existing Shares marked "ex-rights" by the London Stock Exchange April 2014 8.00 a.m. on 22DI Nil Paid Rights credited to CREST accounts of Qualifying DI Holders(1) April 2014 8.00 a.m. on 22DI Nil Paid Rights enabled in CREST April 2014 29 AprilExpected date of publication of the 2014 Third Quarter Results 2014 on orExpected date of publication of the 2014 Third Quarter Results Supplementary around 29Prospectus....................................................................................................................................... April 2014 9.00 a.m. on 30Suspension of removals of Common Shares from the UK Share Register ends April 2014 Recommended latest time for requesting withdrawal of DI Nil Paid Rights from 4.30 p.m.CREST (i.e. if your DI Nil Paid Rights are in CREST and you wish to convert on 8 Maythem to certificated form and receive a Provisional Allotment Letter) 2014 Recommended latest time for depositing renounced Provisional Allotment Letters,nil paid, into CREST or for dematerialising Nil Paid Rights into a CREST stock 4.30 p.m.account (i.e. if your Nil Paid Rights are represented by a Provisional on 9 MayAllotment Letter and you wish to convert them to uncertificated form) 2014 4.30 p.m. on 12 MayLatest time and date for splitting Provisional Allotment Letters, nil paid 2014 11.00 a.m.Latest time and date for acceptance and payment through CREST in respect of DI on 14 MayNil Paid Rights 2014 11.00 a.m.Latest time and date for acceptance, payment in full and registration of on 14 Mayrenunciation of Provisional Allotment Letters in the UK 2014 by 8.00 a.m.Dealings in Rights Issue Shares (fully paid) commence on the London Stock on 15 MayExchange 2014 8.00 a.m. on 15 MayCREST stock accounts credited with New Dis 2014 Expected despatch of definitive share certificates for the Rights Issue Shares by 22 Mayin certificated form for Shareholders on the UK Share Register 2014 Notes: Subject to certain restrictions relating to Qualifying Non-CREST Shareholdersand Qualifying DI Holders with registered addresses outside Australia, the UKand South Africa. Each of the times and dates set out in the expected timetable of principalevents above and mentioned throughout this announcement are subject to changeand may be adjusted by the Company, in consultation with the Managers, in whichevent details of the new times and dates will be notified to the ASX, UKListing Authority, London Stock Exchange (through a Regulatory InformationService), JSE and, where appropriate, Qualifying Shareholders. References to times in this timetable are to London time unless otherwisestated. CREST is an electronic settlement system. Depository Interests (representingunderlying Common Shares) are held in CREST. If you hold a share certificaterelating to all your Common Shares, the details relating to CREST will not berelevant to you. APPENDIX III EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA Each of the times and dates in the table below is indicative only and may besubject to change. Suspension of removals of Common Shares from the South close of business onAfrican Share Register begins 15 April 2014 Terms of Rights Issue announced 15 April 2014 Last day to trade Common Shares on the JSE to qualify 5.00 p.m. on 17to participate in the Rights Issue April 2014 Listing and trading in Letters of Allocation on theJSE on a deferred settlement basis, commencement of 9.00 a.m. on 22trading of Existing Shares (ex-rights) on the JSE April 2014 Despatch of the Rights Issue Prospectus to QualifyingSouth African Shareholders and Forms of Instruction toQualifying South African Shareholders holding CommonShares in certificated form (Rights Issue open) 22 April 2014 Expected date of publication of the 2014 Third QuarterResults 29 April 2014 Expected date of publication of the 2014 Third Quarter on or around 29Results Supplementary Prospectus April 2014 close of business onSouth African Record Date 29 April 2014 Suspension of removals of Common Shares from the South 9.00 a.m. on 30African Share Register ends April 2014 Qualifying South African Dematerialised Shareholderswill have their accounts at their CSDP or brokerautomatically credited with their Letters of 9.00 a.m. on 30Allocation April 2014 Qualifying South African Shareholders who hold CommonShares in certificated form will have their Letters ofAllocation credited to an electronic register at the 9.00 a.m. on 30South African Registrar April 2014 Last day for Form of Instruction of Qualifying SouthAfrican Shareholders who hold Common Shares incertificated form wishing to sell all or part of theirNil Paid Rights to be lodged with the South African 12.00 p.m. on 6 MayRegistrar 2014 Last day to trade Letters of Allocation on the JSE to 5.00 p.m. on 6 Mayparticipate in the Rights Issue 2014 Dealings in Rights Issue Shares on a deferred 9.00 a.m. on 8 Maysettlement basis commence on the JSE 2014 Latest time for Form of Instruction to be lodged andpayment made with the South African Transfer 12.00 p.m. on 14 MaySecretaries (Rights Issue closes) 2014 close of business onRecord date for Letters of Allocation 14 May 2014 CSDP/broker accounts credited with Rights Issue Sharesand debited with any payments due in respect of 9.00 a.m. on 15 MayDematerialised Shares 2014 Dealings in Rights Issue Shares (fully paid) commence 9.00 a.m. on 15 Mayon the JSE 2014 on or about close ofExpected despatch of new share certificates for Rights business on 15 MayIssue Shares in certificated form 2014 Notes: Subject to restrictions relating to Qualifying South African Shareholders withregistered addresses in an Excluded Territory. Each of the times and dates set out in the expected timetable of principalevents above and mentioned throughout this announcement are subject to changeand may be adjusted by the Company, in consultation with the Managers, in whichevent details of the new times and dates will be notified to the ASX, UKListing Authority, London Stock Exchange (through a Regulatory InformationService), JSE and, where appropriate, Qualifying Shareholders. Where required, material changes will be published on SENS. References to times in this timetable are to SAST, unless otherwise stated. Qualifying South African Dematerialised Shareholders are required to informtheir CSDP or broker of their instructions in terms of the Rights Issue in themanner and time stipulated in the agreement governing the relationship betweenthe Shareholder and their CSDP or broker. Share certificates may not be dematerialised or rematerialised between 17 April2014 and 29 April 2014 (both days inclusive). Qualifying South AfricanDematerialised Shareholders will have their accounts at their CSDPautomatically credited with their Letters of Allocation and Qualifying SouthAfrican Shareholders who hold their Common Shares in certificated form willhave their Letters of Allocation credited to an account with the South AfricanTransfer Secretaries. CSDPs effect payment in respect of Qualifying SouthAfrican Dematerialised Shareholders on a delivery versus payment method. APPENDIX IV DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS 2014 Third the Financial and Production Results for the three monthsQuarter Results ended 31 March 2013 expected to be published by the Aquarius Group on 29 April 2014 2014 Third the supplementary prospectus expected to be published inQuarter Results relation to the 2014 Third Quarter Results on or around 29Supplementary April 2014Prospectus Absa Absa Bank Limited, acting through its corporate and investment banking division Admission and the "Admission and Disclosure Standards" of the London StockDisclosure Exchange containing, among other things, the admissionStandards requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities AEST Australian Eastern Standard Time Applicable the Australian Record Date, South African Record Date orRecord Date UK Record Date, as the context requires Australia the Commonwealth of Australia Australian quotation of the Rights Issue Shares on the ASXAdmission Australian the Corporations Act 2001 (Cth) of AustraliaCorporations Act Australian close of business on 15 April 2014Mailing ListDate Australian close of business on 28 April 2014Record Date Australian Computershare Investor Services Pty LimitedRegistrar Australian Share the share register in Australia, comprising the CHESSRegister Subregister and the Issuer Sponsored Subregister, which is maintained on behalf of the Company by the Australian Registrar Australian holders of Common Shares on the Australian Share RegisterShareholders A$ Australian dollars 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 ASX Settlement the ASX Settlement Operating Rules and any other rules of ASXOperating Rules Settlement which apply while the Common Shares are held on the CHESS Subregister, each as amended from time to time Aquarius Group the Company together with its direct and indirect subsidiaries Barclays Barclays Bank PLC CHESS the Clearing House Electronic Subregister System operated by ASX Settlement and Transfer Corporation Pty Ltd CHESS the part of the Australian Share Register that is operatedSubregister by CHESS Closing Price in relation to the ASX, the official closing price for Common Shares on a particular day as published by ASX; in relation to the London Stock Exchange, the middle market quotation of the Common Shares as derived from the London Stock Exchange's Daily Official List; and in relation to the JSE, the price determined and disseminated by the JSE, in the first instance, on the uncrossing price of the closing auction or, failing this, on the volume weighted average price of the last 10 minutes of trade prior to the closing auction or, failing this, on the last automated trading price Common Shares the common shares in the capital of the Company (including, if the context requires, the Rights Issue Shares) 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 CSDP Central Securities Depository Participant, a "participant" as defined in the South African Financial Markets Act Dematerialised Common Shares no longer evidenced by a tangible document ofShares title and that have been incorporated into Strate and are recorded on the Company's sub-register in electronic form in terms of the South African Financial Markets Act in South Africa Depository Computershare Investor Services PLC Depository independent securities constituted under English law andInterests or DIs 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 Holders the holders of Depository Interests DI Nil Paid Depository Interests representing Nil Paid RightsRights DI Register the register of title of Depository Interests held by the Depository Disclosure and the rules relating to the disclosure of information made inTransparency accordance with Section 73A(3) of the FSMARules Enlarged Issued the issued share capital of the Company immediately followingShare Capital the completion of the Rights Issue and the issue of the Rights Issue Shares Entitlement and the Entitlement and Acceptance Form accompanying copies of theAcceptance Form Rights Issue Prospectus to be sent to: Australian Shareholders as at the Australian Mailing List Date; and Qualifying Australian Shareholders Euroclear UK Euroclear UK & Ireland Limited, the operator of CREST Euroz Euroz Securities Limited Excluded the United States, Canada and JapanTerritories andeach an ExcludedTerritory Existing the U.S.$300 million convertible bonds issued by the CompanyConvertible with a maturity date of 18 December 2015Bonds Existing the Depository Interests in issue as at the date of the RightsDepository Issue ProspectusInterests orExisting DIs Existing Shares the Common Shares in issue as at the date of the Rights Issue Prospectus (including, if the context requires, the Existing DIs) Expiration 4.00 p.m. (London time) on 11 April 2014Deadline FCA the Financial Conduct Authority Form of each of the forms of instruction, which will be enclosed withInstruction the Rights Issue Prospectus when posted to Qualifying Shareholders who hold their Existing Shares on the South African Share Register in certificated form, in respect of a Letter of Allocation reflecting the entitlement of that Qualifying Shareholder recorded on the South African Share Register and on which each Qualifying Shareholder is entitled to indicate to the South African Transfer Secretaries whether they wish to accept Nil Paid Rights and to sell all or part of the Nil Paid Rights and/or renounce, in favour of another person, all or part of the Nil Paid Rights FSMA the UK Financial Services and Markets Act 2000 (as amended) Investec's has the meaning given to it in the Tender Offer ResultsLocked-up AnnouncementSecurities Issue Price A$0.25 per Rights Issue Share for the Rights Issue Shares to be held on Australian Share Register, 14 pence per Rights Issue Share for the Rights Issue Shares to be held on UK Share Register and ZAR2.41 per Rights Issue Share for the Rights Issue Shares to be held on the South African Share Register Issuer Sponsored the part of the Australian Share Register that is administeredSubregister by the Company 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 Letter of the renounceable Letter of Allocation issued by the Company inAllocation electronic form conferring the right to Qualifying South African Shareholders on the South African Share Register to subscribe for Rights Issue Shares pursuant to the Rights Issue London Stock London Stock Exchange plcExchange Managers RMB, Morgan Stanley, Barclays, Absa and Euroz 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 for and on behalf of Qualifying DI Holders pursuant to the Rights Issue Nil Paid Rights the right to Rights Issue Shares (nil paid) provisionally allotted by the Company to Qualifying Shareholders pursuant to the Rights Issue on the terms and conditions set out in the Rights Issue Prospectus Official List the Official List of the UK Listing Authority 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 Non-CREST Shareholders in respect of the Rights Issue Shares to be provisionally allotted to them pursuant to the Rights Issue Qualified has the meaning given in Rule 144A under the U.S. SecuritiesInstitutional ActBuyer or QIB Qualifying Qualifying CHESS Shareholders and Qualifying Issuer SponsoredAustralian ShareholdersShareholders Qualifying CHESS holders of Common Shares on the CHESS Subregister at theShareholders Australian Record Date Qualifying DI DI Holders of Existing Depository Interests on the DI RegisterHolders at the UK Record Date Qualifying holders of Common Shares on the Australian Share Register inIssuer Sponsored the Issuer Sponsored Subregister at the Australian Record DateShareholders Qualifying holders of Common Shares in certificated form on the UK ShareNon-CREST Register at the UK Record DateShareholders Qualifying Qualifying Australian Shareholders, Qualifying UK ShareholdersShareholders and Qualifying South African Shareholders Qualifying South holders of Dematerialised Shares at the South African RecordAfrican Date on the South African Share RegisterDematerialisedShareholders Qualifying South holders of Common Shares on the South African Share RegisterAfrican at the South African Record Date (and including QualifyingShareholders South African Dematerialised Shareholders) Qualifying UK Qualifying Non-CREST Shareholders and Qualifying DI Holders atShareholders the UK Record Date Rand or ZAR or R the lawful currency of South Africa Rand Merchant Rand Merchant Bank, a division of FirstRand Bank LimitedBank or RMB (Registration Number 1929/001225/06), a public company registered in South Africa Registers the Australian Share Register, the UK Share Register and the South African Share Register Regulatory one of the regulatory information services authorised by theInformation UK Listing Authority to receive, process and disseminateService regulatory information in respect of listed companies Rights Issue the issue by way of rights of Rights Issue Shares to Qualifying Shareholders on the terms and subject to the conditions to be set out in the Rights Issue Prospectus Rights Issue a notice given to the relevant market operator in accordanceCleansing Notice with section 708AA(2)(f) of the Australian Corporations Act that meets the requirements of section 708AA(7) of the Australian Corporations Act Rights Issue the prospectus expected to be published by the Company inProspectus connection with the Rights Issue on 15 April 2014 and approved by the FCA, and any supplementary prospectus in relation thereto Rights Issue the Common Shares to be issued by the Company pursuant to theShares Rights Issue RMB Rand Merchant Bank, a division of FirstRand Bank Limited SAST South Africa Standard Time SENS the Securities Exchange News Service of the JSE 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 South African close of business on 29 April 2014Record Date South African Computershare Investor Services (Pty) LimitedRegistrar orSouth AfricanTransferSecretaries South African the share register maintained on behalf of the Company inShare Register South Africa by the South African Registrar 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, on the terms and conditions set out in the Tender Offer Memorandum, a minimum of U.S.$150 million and a maximum of U.S.$225 million in principal amount of the Existing Convertible Bonds outstanding Tender Offer the memorandum dated 7 April 2014 setting out the terms andMemorandum conditions of, and other information relevant to, the Tender Offer Tender Offer the announcement of 14 April 2014 in relation to the resultsResults of the Tender OfferAnnouncement UK or United United Kingdom of Great Britain and Northern IrelandKingdom UK Admission the admission of the Rights Issue Shares (nil paid) to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards UK Listing the FCA in its capacity as the competent authority for theAuthority purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the FSMA UK Listing Rules the rules relating to admission to the Official List made in accordance with Section 73A(2) of the FSMA UK Record Date close of business on 16 April 2014 UK Registrar Computershare Investor Services PLC UK Share the share register maintained on behalf of the Company in theRegister UK by the UK Registrar UK Sponsor Barclays Underwriting and the underwriting and sponsor's agreement dated 15 April 2014Sponsor's entered into between the Company and the Managers relating toAgreement the Rights Issue United States or the United States of America, its territories and possessions,U.S. any state of the United States and the District of Columbia U.S. Securities the United States Securities Act of 1933Act U.S.$ or U.S. the lawful currency of the United Statesdollars