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Proposed Amendment To Resolution To Be Considered At AGM
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
JSE Code: AQP
ISIN: BMG0440M1284
PROPOSED AMENDMENT TO RESOLUTION TO BE CONSIDERED AT AGM
Aquarius Platinum Limited ("Aquarius Platinum" or the
"Company") has convened an annual general meeting to be held
at 9.00am on Friday, 30 November 2012 at Clarendon House, 2
Church Street, Hamilton, Bermuda (the "AGM").
As set out in the Company's notice of annual general meeting
released on 31 October 2012 ("Notice of Meeting"), the purpose
of the AGM is to consider, amongst other matters, Resolution 6
which seeks shareholder approval (by special resolution) to
authorise the directors to allot equity securities for cash
without first being required to offer such securities to
existing shareholders in accordance with the pre-emptive
rights provisions included in Aquarius' Bye-laws (the
"Resolution").
By way of background, the Bye-laws were amended in 2011 to
include Bye-law 51.2A, which provides that the Company must
not allot equity securities for cash to any person without
first offering them to existing shareholders in proportion to
their existing holdings. The Resolution authorises the
directors to allot a certain amount of equity securities for
cash without following the pre-emptive rights provisions.
Under the existing terms of the Resolution, the authority to
be conferred by shareholder approval is limited to 73,027,700
shares (or a nominal amount of US$3,651,385) which is
equivalent to 15% of Aquarius Platinum's issued capital as at
31 October 2012. This is the limit which the Company has
complied with in the past, being that set under ASX Listing
Rule 7.1 and the limit which was approved by shareholders at
the Company's AGM in 2011.
Following consultation with shareholders, Aquarius Platinum
has decided to propose an amendment to the Resolution at the
upcoming AGM so as to reduce the limit of this authority from
15% to 5% of the Company's issued capital as at 31 October
2012 ("Revised Resolution"). This new limit equates to
24,342,566 shares or a nominal amount of US$1,217,128 and is
consistent with the UK accepted limit generally adopted by
companies with a premium listing on the LSE. All other terms
of the Resolution will remain the same, including that it
needs to be passed as a special resolution, being a resolution
passed by a majority of not less than 75% of all votes cast by
shareholders entitled to vote on the resolution.
The Revised Resolution to be proposed at the AGM will read as
follows:
Resolution 6: Disapplication of pre-emptive rights
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a special resolution:
"That, in accordance with Bye-law 51.2A(f) the Directors be
given power to allot Equity Securities (including, for the
avoidance of doubt, any Common Shares held as treasury shares
immediately before their sale) for cash pursuant to the
authority conferred on them by Bye-law 51.2 as if Bye-law
51.2A(a) did not apply to any such allotment provided that:
(a) this power shall be limited to the allotment of Equity
Securities up to a maximum amount of 24,342,566 Shares (or a
nominal amount of US$1,217,128); and
(b) this power shall expire on the conclusion of the Company's
next annual general meeting or, if earlier, close of business
on 28 February 2014, however the Company may, before the
expiry of this power, make offers or agreements which would or
might require Equity Securities to be issued after such expiry
and, notwithstanding such expiry, the Directors may issue
Equity Securities in pursuance of such offers or agreements as
if this power had not expired."
If approved, the Directors will be authorised to issue up to
24,342,566 shares (or a maximum nominal amount of
US$1,217,128), without first offering them to shareholders on
a pro rata basis. This authority will continue until the
conclusion of the Company's next annual general meeting or 28
February 2014, whichever is the earlier.
The Chairman's motion to amend the Resolution will be put to
the AGM immediately prior to the Revised Resolution being put
to shareholders at the meeting. Other than the effect on the
extent of the authority being reduced from 15% to 5% of the
Company's issued capital, the change has no effect on the
nature or substance of the Resolution or the information
contained in the explanatory notes to the Notice of Meeting.
Proxy forms that have already been lodged by shareholders will
remain valid for the AGM and for the Revised Resolution.
Proxies already received from shareholders in respect of the
Resolution will be voted for or against the Revised Resolution
in the same manner as indicated in the proxy form unless a
further proxy form is received with respect to the Revised
Resolution.
Shareholders who have already lodged a proxy form but wish to
change their vote in relation to the Revised Resolution may
lodge a new proxy form in relation to the Revised Resolution.
A revised proxy form relating to the Revised Resolution is
attached to this announcement and copies may also be obtained
by contacting the Company on +61 8 9367 5211. All completed
proxy forms must be returned not less than 48 hours before the
time for holding the AGM, in accordance with the instructions
on the form.
For further information please contact:
Jean Nel + 27 12 001 2001
Willi Boehm +61 8 9367 5211
26 November 2012
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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