Wrap Text
Tender Offer and Proposed Rights Issue
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA OR JAPAN OR ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT ON DISTRIBUTION TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ITALY.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. THIS ANNOUNCEMENT DOES
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, 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 INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER
WITH RESPECT TO THE TENDER OFFER, 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 and indirect subsidiaries, the
“Aquarius Group”) today announces its intention to undertake an offer to purchase a minimum of U.S.$150
million and a maximum of U.S.$225 million in principal amount of the outstanding U.S.$300 million convertible
bonds with a maturity date of 18 December 2015 (of which U.S.$298 million in aggregate principal amount is
currently outstanding) (the “Existing Convertible Bonds”) (the “Tender Offer”).
Following expiry of the Tender Offer, the Company intends to launch an issue by way of rights of new common
shares in the capital of the Company (the “Common Shares”) to qualifying shareholders (the “Proposed Rights
Issue”). The settlement of the Tender Offer will be funded by proceeds raised pursuant to the 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 11 April 2014 (the “Expiration
Deadline”), unless extended, re-opened or terminated.
Pursuant to the Tender Offer, the Company proposes to accept for repurchase an aggregate principal amount of
Existing Convertible Bonds no greater than the lesser of (i) U.S.$225 million (or such greater or lesser amount as
the Company may determine in its sole discretion) and (ii) the aggregate principal amount of Existing
Convertible Bonds that can be purchased at the repurchase price (excluding all payments of accrued interest)
using the net proceeds raised pursuant to the Proposed Rights Issue.
The repurchase by the Company of any Existing Convertible Bonds pursuant to the Tender Offer is conditional,
at the option of the Company, upon (i) the successful completion (in the sole determination of the Company) of
the Proposed Rights Issue on terms satisfactory to the Company (in its sole discretion) to finance part or all of
the amount payable by the Company for Existing Convertible Bonds accepted for repurchase pursuant to the
Tender Offer and (ii) not less than U.S.$150 million (or such lesser amount as the Company may determine in its
sole discretion, but in no event being less than U.S.$138 million) in aggregate principal amount of Existing
Convertible Bonds being validly tendered by holders of the Existing Convertible Bonds (the “Existing
Convertible Bondholders”) for repurchase pursuant to the Tender Offer (and not subsequently withdrawn) by
the Expiration Deadline.
Certain Existing Bondholders have undertaken to validly tender up to approximately U.S.$138 million in
aggregate principal amount of Existing Convertible Bonds (the “Locked-Up Convertible Bonds”) in the Tender
Offer. The terms of these undertakings include payment of a fee to such Existing Bondholders in consideration
for such undertakings, and provisions for the aggregate principal amount of certain of the Locked-Up
Convertible Bonds treated as being validly tendered to be reduced if the aggregate principal amount of Existing
Convertible Bonds validly tendered in the Tender Offer exceeds U.S.$150 million.
Please refer to the additional announcement of today’s date for further information in respect of the Tender Offer
(including applicable offer and distribution restrictions and the lock-up undertakings summarised above).
Proposed Rights Issue
Following expiry of the Tender Offer on 11 April 2014, the Company intends to announce the terms of the
Proposed Rights Issue, which is anticipated to be partially underwritten to an amount not less than the minimum
Tender Offer acceptance 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 a discount to the theoretical ex-rights price of the Common Shares at the
time of announcement of the Proposed Rights Issue. The terms of the Proposed Rights Issue will be announced
as soon as practicable following the expiry of the Tender Offer.
The Proposed Rights Issue will be subject to certain customary conditions, including:
(a) 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 Admission”);
(b) the admission of the Rights Issue Shares to listing and trading on the Main Board of the JSE (“South
African Admission”); and
(c) the agreement to be entered into with the Managers in relation to the Proposed Rights Issue having become
unconditional in all respects, save for the conditions relating to UK Admission and South African Admission,
and not having been 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 Rights Issue 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 which approximately U.S.$298
million in principal amount remains outstanding.
Existing Convertible Bondholders are entitled to convert their Existing Convertible Bonds into fully paid
Common Shares at any time up to the close of business on the seventh day prior to redemption or maturity. As at
4 April 2014, the prevailing conversion price pursuant to the terms and conditions of the Existing Convertible
Bonds was U.S.$6.578 per Common Share, subject to adjustment on the occurrence of certain events. On 4 April
2014, the Closing Price on the London Stock Exchange for one Common Share was equivalent to U.S.$0.59.
Given the prevailing conversion price, it is highly unlikely that Existing Convertible Bondholders will choose to
exercise their conversion rights prior to the maturity of the Existing Convertible Bonds. The Company will be
required to redeem all of the outstanding Existing Convertible Bonds at their principal amount on their final
maturity date, 18 December 2015.
The Board has for some time considered alternative arrangements for the potential restructuring or refinancing of
the Existing Convertible Bonds prior to their maturity. The Board believes that uncertainty among investors as to
the Aquarius Group’s ability to refinance the Existing Convertible Bonds has impacted 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 respect of the Existing Convertible Bonds, the operational performance and liquidity of the Aquarius
Group must be sufficiently robust to ensure that it can repay any portion of the Existing Convertible Bonds that
remain outstanding following any liability management exercise.
Since July 2012, the Aquarius Group has embarked on various restructuring initiatives to improve operational
performance in areas including safety, production levels and unit cash costs. Initiatives have included the
restructuring of the Kroondal and Mimosa operations to improve efficiency, and the suspension of operations at
unprofitable higher-cost mines, including Everest and Marikana. Kroondal has produced in excess of 105,000 4E
ounces for four consecutive quarters, a first for Kroondal in its ten-year life, and Mimosa is producing
consistently at name plate capacity. Furthermore, the Aquarius Group has also reduced corporate cash costs to
approximately U.S.$6 million per annum.
After a period of significant operational change, the Board is of the view that operational performance has
returned to satisfactory levels, both in terms of costs and production parameters. Greater stability and improved
performance enables increased cash flow generation, enhances the likelihood of the Aquarius Group accessing
debt financing, increases the Board’s confidence in the business and its financial outlook and assists the Board to
plan capital requirements more efficiently.
In addition, on 29 January 2014, the Aquarius Group announced the conditional sale of its 50 per cent. share and
loan in the Blue Ridge mine and its 50 per cent. effective interest in the Kruidfontein prospecting right. Should
the conditions precedent to these transactions be fulfilled, the Aquarius Group will receive approximately
U.S.$64 million before taxation. The Company intends to use these proceeds to strengthen the Aquarius Group’s
balance sheet.
The aforementioned operational improvements and the potential non-core asset sales have enabled the Aquarius
Group to develop a plan for the restructuring of the Existing Convertible Bonds. As such, the Company now
intends to launch an offer to purchase, on the terms and conditions to be set out within 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.
The settlement of the Tender Offer will be funded by proceeds raised pursuant to the Proposed Rights Issue. In
the event the net proceeds of the Proposed Rights Issue exceed the amount required to settle the Tender Offer, the
surplus proceeds will be retained by the Company to improve liquidity in order to fund the redemption of the
Existing Convertible Bonds not validly tendered and repurchased 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 currently outstanding 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 total net debt of approximately U.S.$199.3 million. It is the view of the Board that this level of gearing is too
high for a cyclical commodity producer of the Aquarius Group’s size and that, together, the Tender Offer and
Proposed Rights Issue once implemented will restructure the Aquarius Group’s balance sheet to an appropriate
and sustainable level. Furthermore, the Aquarius Group continues to assess the viability of a number of smaller
projects aimed at increasing production at capital- and cost-efficient rates. Implementation of these projects
would be significantly less complicated if the Aquarius Group’s balance sheet is restructured to a sustainable
level, as it will allow the Aquarius Group to access new capital sources required for the development of these
projects that would otherwise have been required to service existing debt.
The Board has resolved that the Proposed Rights Issue would be the most appropriate method for the funding of
the Tender Offer as it provides existing Shareholders with the opportunity to rebalance the Aquarius Group
capital structure on a pre-emptive basis. The Proposed Rights Issue is expected to result in immediate and long-
term benefits and the Board has concluded that it and the Tender Offer are in the best interests of the Company
and its Shareholders as a whole.
Dividends and dividend policy
Subject to the provisions of the Bye-laws and in accordance with the Bermudan Companies Act, the Board may
from time to time declare a dividend to be paid to Shareholders.
The Company last paid a dividend on 30 September 2011. The Board plans to reconsider the payment of
dividends as soon as possible, although any resumption of dividend payments would be contingent, inter alia,
upon a stable and positive commodity price outlook, operational progress and achieving an appropriate, long-
term capital structure.
The Rights Issue Shares, when issued and fully paid, will rank pari passu in all respects with the existing
Common Shares, including the right to receive all dividends or other distributions declared after the issue of the
Rights Issue Shares.
Current trading and prospects
In its interim results for the six months ended 31 December 2013 published on 7 February 2014, the Aquarius
Group announced attributable production of 168,014 PGM 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 influenced significantly
by the following factors:
(a) improved production across all mining operations and stable labour relations during the period;
(b) continued cost control measures across all operations;
(c) the PGM Basket price achieved for the half-year period was U.S.$1,138 per PGM ounce, down 9 per cent.
from the comparable six-month period ending 31 December 2012;
(d) exchange rate movements continued to have a volatile effect on earnings, with the Rand weakening to an
average R10.06 to the U.S. dollar compared to R8.46 in the comparable six-month period ending 31 December
2012; and
(e) finance costs for the half-year period of U.S.$15 million included U.S.$12 million to service interest on the
Existing Convertible Bonds and bank borrowings and U.S.$3 million on non-cash interest arising from the
unwinding of the net present value of the rehabilitation provisions of AQPSA.
Current trading remains in line with the Board’s expectation and the Aquarius Group expects to publish its
unaudited financial report for the three months ended 31 March 2014 on 29 April 2014, which upon publication
will be available to 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 31 December 2012. Attributable production for the half-year period
was 168,014 PGM ounces.
Despite many challenges, Kroondal is now consistently producing at levels higher than at any time in its ten-year
history, having recorded production in excess of 105,000 4E ounces for four consecutive quarters, while at the
same time improving its safety performance and recording unit cash costs at levels similar to two years ago. At
Mimosa, production continued to be in line with guidance, while cash costs continue to decrease in real terms.
Platinum Mile delivered credible production performance, however it suffered interruptions in its plant
concentrate feed caused by labour unrest at the supplier’s mine during the second quarter.
Marikana, Everest, CTRP and Blue Ridge remained on care and maintenance. On 29 January 2014, the Aquarius
Group announced the potential disposal of its interest in Blue Ridge and the Kruidfontein prospecting rights
which, if concluded, will generate cash proceeds of approximately U.S.$64 million before taxation.
Production statistics by mine
2014 2013
Half- Full- Half-
year Q2 Q1 year Q4 Q3 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
Platinum Mile 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 remained challenging for PGM producers with
PGM markets experiencing continued weakness in metal prices as a consequence of investor concerns
surrounding the Eurozone, the sovereign debt crisis, global financial markets and, specifically, a weak
automotive sector. The price of platinum declined 8 per cent. during the financial year ended 30 June 2013 to
close at U.S.$1,327 per ounce, while the average palladium price for the financial year increased by 1 per cent.
over the 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 months ended 31 December 2013 with
platinum prices, on average, 8 per cent. lower and rhodium prices, on average, 16 per cent. lower than the
average price in the financial year ended 30 June 2013. During the same period palladium prices improved,
being, on average, 6 per cent. higher than the average price in the financial 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 over the medium term. Having a stronger balance sheet would enable the
Aquarius Group to pursue selected growth opportunities to increase production at competitive cost.
Opportunities that the Aquarius Group may consider in the future include:
- recovering the PGMs in the tailings from the Kroondal concentrator plants (K1 and K2). This project is
expected to be similar in size and nature to the Platinum Mile operation, which produces between 15,000 to
20,000 PGM ounces per annum;
- the re-commencement of production by the Everest mine which, while currently on care and maintenance,
could be re-commissioned at competitive costs levels in an improved metal price environment; and
- an increase of between 10 per cent. and 15 per cent. of metal production by Mimosa by increasing hoisting
capacity of the shaft.
While the Aquarius Group is not currently in a position to implement these projects, they all have relatively
short-lead time and low capital cost and would be expected to be value enhancing.
Other matters
In respect of the Tender Offer, Morgan Stanley & Co. International plc (“Morgan Stanley”) 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 and Joint Bookrunner, Morgan
Stanley is acting as Financial Adviser and Joint Bookrunner, Barclays Bank PLC, acting through its investment
bank (“Barclays”) is acting as UK Sponsor and Joint Bookrunner, Absa Bank Limited, acting through its
corporate and investment banking division (“Absa”) is acting as Joint Bookrunner and Euroz Securities Limited
(“Euroz”) is acting as Co-Lead Manager.
RMB, Morgan Stanley, Barclays, Absa and Euroz are together referred to herein as 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, Financial
Adviser 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, Financial Adviser 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. It does 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 of it), or the fact of its
distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any
contract or commitment whatsoever with respect to the Tender Offer, the Proposed Rights Issue or otherwise.
This announcement is an advertisement and not a prospectus and investors should not participate in the Tender
Offer, or subscribe for or purchase any Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares or New DIs,
except on the basis of information in the Tender Offer Memorandum or, as the case may be, the prospectus
expected to be published by the Company in connection with the Proposed Rights Issue in due course and
approved by the Financial Conduct Authority (the “FCA”), and any supplementary prospectus in relation
thereto (the “Rights Issue Prospectus”). No money, securities or other consideration is being solicited and, if
sent in response to the information herein, will not be accepted.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, subject to certain exceptions, this announcement should
not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory or
any other jurisdiction outside Australia, the UK or South Africa, where the distribution of the announcement
would breach any applicable law.
Morgan Stanley and Barclays, which are authorised and regulated in the UK by the FCA, and RMB, Absa and
Euroz are each acting for the Company and no one else in connection with the Tender Offer and the Proposed
Rights Issue and will not regard any other person (whether or not a recipient of this announcement, the Tender
Offer Memorandum or the Rights Issue Prospectus) as a client in relation to the Tender Offer or the Proposed
Rights Issue and will not be responsible to anyone other than the Company for providing protections afforded to
its respective clients or for providing advice in relation to the Tender Offer or the Proposed Rights Issue or any
matters referred to in the Tender Offer Memorandum or the Rights Issue Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley and Barclays by
the FSMA or the regulatory regime established thereunder, the Managers do not accept any responsibility
whatsoever, and make no representation or warranty, express or implied for, the contents of this announcement,
including its accuracy, completeness or verification or for any other statement made or purported to be made by
them, or on behalf of them, in connection with the Company, the Aquarius Group, the Tender Offer or the
Proposed Rights Issue, and nothing in this announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future. The Managers accordingly disclaim, to the fullest
extent permitted by applicable law, all and any liability whatsoever, whether arising in tort, contract or
otherwise which they might otherwise have in respect of this announcement or any such statement.
Neither the Managers nor any person acting on their behalf, accept any responsibility or obligation to update,
review, revise or keep current the information in this announcement, or to correct any inaccuracies which may
become apparent, or to announce, publish or distribute any information, inaccuracy or incompleteness which
comes to their attention after the date of this announcement, and the distribution of this announcement shall not
constitute a representation or warranty by the Managers, or any other such person, that this announcement will
be updated, reviewed or revised or that any such information will be announced, published or distributed after
the date hereof.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by
an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/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 documents and/or materials is exempt from the restriction on financial promotions under
section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (i) those persons
who are existing members or creditors of the Company or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and (ii) to any other persons to whom such
documents and/or materials may otherwise lawfully be communicated.
This announcement is for information purposes only and does not constitute or form part of any offer to
purchase, issue or sell, or the solicitation of an offer to sell, acquire, purchase or subscribe for, any securities in
any jurisdiction and should not be relied upon in connection with any decision to participate in the Tender Offer,
or subscribe for or acquire any of the Nil Paid 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 or sell, or the solicitation of
an offer to acquire, purchase or subscribe for, any securities in the United States, Canada or Japan or any
jurisdiction in which such an offer or solicitation would be unlawful.
This announcement and the information contained herein does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States. This announcement and the information
contained herein are not for distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the District of Columbia). The securities
mentioned herein, including the Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and New DIs have not
been, and will not be, registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or
with any securities regulatory 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 an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act. There will be no public offer of such securities 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 is
located or resident within these jurisdictions where to do so would constitute a violation of the relevant laws of
such jurisdiction. The securities mentioned herein, including Nil Paid Rights, DI Nil Paid Rights, Rights Issue
Shares and New DIs have not been and will not be registered under the securities laws of such jurisdictions and
may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly,
within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities
laws.
The information in this announcement may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of
the U.S. Securities Act or the applicable laws of other jurisdictions.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this
announcement should be interpreted to mean that earnings per Common Share for the current or future financial
years would necessarily match or exceed the historical published earnings per Common Share.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in
this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject
to change.
Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all
of the amount invested. Persons considering making such an investment should consult an authorised person
specialising in advising on such investments. This announcement does not constitute a recommendation
concerning the Tender Offer or the Proposed Rights Issue. The value of securities can decrease as well as
increase. Persons needing advice should consult an independent financial adviser. Past performance cannot be
relied upon as a guide to future performance.
Certain figures contained in this announcement, including financial information, have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this
announcement may not conform exactly with the total figure given.
Neither the content of the Company's website (or any other website) nor the content of any website accessible
from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this
announcement.
This announcement has been issued by, and is the sole responsibility of, the Company.
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 a number of risks and uncertainties, many of which are beyond
the Aquarius Group’s control and all of which are based on the Company’s current beliefs and expectations about
future events. The Company cautions readers not to place undue reliance on forward-looking statements.
Forward-looking statements are typically 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 or other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. These forward-looking statements and other statements contained in
this announcement regarding matters that are not historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results may differ materially as a result of risks and
uncertainties facing the Aquarius Group. Such risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied in such forward-looking statements.
The forward-looking statements contained in this announcement speak only as of the date of this announcement.
Each of the Company and the Managers and their respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking statements contained in this announcement to
reflect any change in its expectations or any change in events, conditions or circumstances on which such
statements are based, except to the extent required by applicable law, the Australian Corporations Act, the ASX
Listing Rules, the Prospectus Rules, the UK Listing Rules and the Disclosure and Transparency Rules, the JSE
Listings Requirements and the South African Companies Act. Forward-looking information cannot be relied
upon as a guide to future performance.
APPENDIX I
EXPECTED TIMETABLE OF PROPOSED RIGHTS ISSUE
Each of the times and dates in the table below is indicative only and may be subject to change. A comprehensive
timetable will be made available as part of the 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 to 5.00 p.m. (SAST) on 17 April 2014
participate in the Rights Issue
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 Exchange 8.00 a.m. (London) on 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 by Non- 11.00 a.m. (London) on 14 May 2014
CREST Shareholders in the UK
Latest time and date for acceptance and payment in full in Australia 5.00 p.m. (AEST) on 14 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 certificated 12.00 p.m. (SAST) on 14 May 2014
Shareholders in South Africa
Payment in full by dematerialised Shareholders in South Africa, 9.00 a.m. (SAST) on 15 May 2014
effected on a delivery-versus-payment basis
Rights Issue Shares issued in South Africa 9.00 a.m. (SAST) on 15 May 2014
APPENDIX II
DEFINITIONS 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 Corporations Act the Corporations Act 2001 (Cth) of Australia
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 Rules the Listing Rules of ASX and any other rules of ASX which are
applicable while the Company is admitted to the official list
of ASX
Barclays Barclays Bank PLC, acting through its investment bank
Bermudan Companies Act the Companies Act 1981 of Bermuda (as amended) and the
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 Regulations the Uncertificated Securities Regulations 2001 (SI 2001
No. 01/378), 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 Interests independent securities constituted under English law and 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 Rights Depository Interests representing Nil Paid Rights
Disclosure and Transparency Rules the disclosure and transparency rules made by the FCA under
Part VI of FSMA
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 Territories and each an the United States, Canada and Japan
Excluded Territory
Existing Convertible Bonds U.S.$300 million convertible bonds with a maturity date of
18 December 2015
Existing Convertible Bondholders holders of the Existing Convertible Bonds
Existing Shares the Common Shares in issue as at the date of the Rights Issue
Prospectus
Expiration Deadline 4.00 p.m. (London time) on 11 April 2014
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 Requirements the listing requirements of the JSE
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 Convertible Bonds up to approximately U.S.$138 million in aggregate principal
amount of Existing Convertible Bonds that certain Existing
Bondholders have undertaken to validly tender
London Stock Exchange London Stock Exchange plc
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 Issue the proposed 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
Prospectus Rules the Prospectus Rules published by the FCA under Section 73A
of the FSMA
Provisional Allotment Letter the renounceable Provisional Allotment Letter expected to be
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 Prospectus the prospectus expected to be published by the Company in
connection with the Proposed Rights Issue in due course and
approved by the FCA, and any supplementary prospectus in
relation thereto
Rights Issue Shares new Common Shares proposed to be issued and allotted by the
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 Admission the admission of the Rights Issue Shares to, listing and trading
on, the Main Board of the JSE
South African Companies Act the South African Companies Act 71 of 2008
South African Financial Markets Act the South African Financial Markets Act 19 of 2012
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.$225 million in principal
amount of the Existing Convertible Bonds outstanding
Tender Offer Memorandum the memorandum setting out the terms and conditions of, and
other information relevant to, the Tender Offer
UG2 or UG2 Reef a chromitite layer within the Critical Zone of the Bushveld
Complex containing economic quantities of PGMs
UK United Kingdom of Great Britain and Northern Ireland
UK Admission the admission of the Rights Issue Shares (nil paid) to listing on
the premium listing segment of the Official List and to trading
on the London Stock Exchange’s main market for listed
securities
UK Listing Authority the FCA in its capacity as the competent authority for the
purposes of Part VI of the FSMA and in the exercise of its
functions in respect of the admission to the Official List
otherwise than in accordance with Part VI of the FSMA
UK Listing Rules the rules relating to admission to the Official List made in
accordance with Section 73A(2) of the FSMA
UK Sponsor Barclays
United States or U.S. the United States of America, its territories and possessions,
any State of the United States and the District of Columbia
U.S. Securities Act the United States Securities Act of 1933
U.S.$ or U.S. dollars the lawful currency of the United States
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07/04/2014 03:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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