Wrap Text
Tender Offer Launch Announcement
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR
RESIDENT IN ITALY (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
Tender Offer Launch Announcement
7 April 2014
Aquarius Platinum Limited (the “Company”) today announces its invitation to holders (“Securityholders”) of
its outstanding U.S.$300,000,000 4.00 per cent. Convertible Bonds due 2015 (ISIN: XS0470482067) (of which
U.S.$298,000,000 is currently outstanding) (the “Securities”) to tender their Securities for repurchase by the
Company for cash (the “Tender Offer”) for aggregate consideration of up to the “Maximum Acceptance
Amount”, being, the lesser of (i) U.S.$225,000,000 in aggregate principal amount of Securities (or such greater
or lesser amount as the Company may determine, in its sole discretion; and (ii) the Funding Amount (as defined
below), and no less than U.S.$150,000,000 (or such lesser amount as the Company may determine, in its sole
discretion but in no event being less than U.S.$138,000,000), the details of which are set out below. The Tender
Offer is being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated
7 April 2014 (the “Tender Offer Memorandum”) prepared by the Company, and is subject to the offer and
distribution restrictions set out below.
Following the Expiration Deadline for 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.
Copies of the Tender Offer Memorandum are (subject to the offer and distribution restrictions) available from the
Dealer Managers and the Tender Agent as set out below. Capitalised terms used but not defined in this
announcement have the meanings given to them in the Tender Offer Memorandum. All references to times in this
announcement are to London time.
Description of the Common Outstanding Repurchase Price Minimum Tender Maximum Acceptance
Securities code/ISIN principal amount Amount Condition Amount*
U.S.$300,000,000 047048206/ U.S.$298,000,000 U.S.$92,000 per The repurchase of the The lesser of (i)
4.00 per cent. XS0470482067 U.S.$100,000 in Securities is U.S.$225,000,000 in
Convertible Bonds principal amount of conditional on not aggregate principal
due 2015 Securities less than amount of Securities (or
U.S.$150,000,000 such greater or lesser
(or such lesser amount as the Company
amount as the may determine, in its
Company may sole discretion); and (ii)
determine, in its sole the Funding Amount (as
discretion but in no defined below)
event being less than
U.S.$138,000,000)
of Securities being
validly tendered for
repurchase pursuant
to the Tender Offer
*Excluding Accrued Interest Payments
Background and Rationale for the Tender Offer
In December 2009, the Company issued the Securities, of which U.S.$298,000,000 in principal amount remains
outstanding.
Securityholders are entitled to convert their Securities 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 Securities 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 Securityholders will choose to exercise their conversion rights prior to the maturity of the
Securities. The Company will be required to redeem all of the outstanding Securities 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 Securities prior to their maturity. The Board believes that uncertainty among investors as to the Aquarius
Group’s ability to refinance the Securities 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 Securities,
the operational performance and liquidity of the Aquarius Group must be sufficiently robust to ensure that it can
repay any portion of the Securities 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 Securities. As such, the Company has launched the Tender
Offer. The settlement of the Tender Offer will be funded by proceeds raised pursuant to the Proposed Rights
Issue.
The full principal amount of the Securities currently outstanding equates to U.S.$298,000,000. 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.
Publication of Rights Issue Prospectus, Third Quarter Results and Proposed Rights Issue
The Company expects to publish a prospectus in connection with the Proposed Rights Issue (together with any
supplementary prospectus in relation thereto, the “Rights Issue Prospectus”) on or about 15 April 2014 and the
Aquarius Group expects to publish its unaudited quarterly financial report for the three months ended 31 March
2014 on 29 April 2014. Securityholders should note that no revocation rights will be granted to them in respect
of validly tendered Securities as a result of the publication of such Rights Issue Prospectus or such financial
statements, nor will the Tender Offer be re-opened as a result thereof. Further, Securityholders should also note
that a successful completion of the Proposed Rights Issue will result in an improved capital position for the
Company, which may materially affect the market price of the Securities that remain outstanding.
Blocking of Securities
When considering whether to tender Securities in the Tender Offer, Securityholders should take into account that
restrictions on the transfer of the Securities by Securityholders will apply from the time of such tender and may
continue for an extended period of time, during which the market price of the Securities may fluctuate materially.
A Securityholder will, on tendering Securities in the Tender Offer, agree that such Securities will be blocked in
the relevant account in the relevant Clearing System from the date the relevant tender of Securities is made until
the earlier of (i) the time of settlement on the Settlement Date (which is expected to be Wednesday, 21 May
2014) and (ii) the date of any termination of the Tender Offer (including where such Securities are not accepted
by the Company for repurchase) or on which the tender of such Securities is revoked, in the limited
circumstances in which such revocation is permitted.
Details of the Tender Offer
The Company proposes to accept for repurchase pursuant to the Tender Offer an aggregate principal amount of
Securities (the “Acceptance Amount”) no greater than (excluding all Accrued Interest Payments in respect of
the Securities) the “Maximum Acceptance Amount”, being the lesser of (i) U.S.$225,000,000 (or such greater
or lesser amount as the Company may determine in its sole discretion); and (ii) the aggregate principal amount of
Securities that can be purchased (determined by the Company in its sole discretion) at the Repurchase Price
using the net proceeds raised pursuant to an issue by way of rights of new Common Shares to qualifying
shareholders (the “Proposed Rights Issue”) of up to U.S.$225 million which the Company intends to undertake
following the Expiration Deadline (the “Funding Amount”).
The repurchase by the Company of any Securities 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 Securities accepted for repurchase pursuant to the Tender Offer (the “Funding Condition”)
and (ii) not less than U.S.$150,000,000 (or such lesser amount as the Company may determine in its sole
discretion but in no event being less than U.S.$138,000,000) (the “Minimum Acceptance Amount”) in
aggregate principal amount of Securities being validly tendered by Securityholders for repurchase pursuant to
the Tender Offer (and not subsequently withdrawn) by the Expiration Deadline (the “Minimum Tender Amount
Condition”).
The Company has received undertakings from certain Securityholders to validly tender an aggregate principal
amount of Securities (the “Locked-Up Securities”) of up to U.S.$137,800,000, as further described under
“Lock-Up Undertakings” below.
The Company will pay for Securities validly tendered and accepted by it for repurchase pursuant to the Tender
Offer a cash purchase price of U.S.$92,000 for each U.S.$100,000 principal amount of the Securities so accepted
by it (the (“Repurchase Price”).
Lock-Up Undertakings
Certain Securityholders (the “Locked-Up Securityholders”), including funds and accounts under management
by 36ONE Asset Management (Pty) Limited, Bluebay Asset Management, Investec Asset Management
Proprietary Limited (“Investec”), and direct and indirect investment management and investment advisor
subsidiaries of Blackrock, Inc, have provided undertakings (the “Lock-Up Undertakings”) to validly tender
U.S.$137,800,000 in aggregate principal amount of Securities (the “Locked-Up Securities”) in the Tender Offer,
subject as described below and to the terms set out therein. Locked-Up Securityholders have been provided with
an allocation code to be included on any Tender Instructions submitted in respect of the relevant Locked-Up
Securities, to identify such tenders.
The U.S.$137,800,000 in principal amount of Locked-Up Securities includes U.S.$93,900,000 in aggregate
principal amount of Securities which funds and accounts under management by Investec have agreed to validly
tender in the Tender Offer (“Investec’s Locked-Up Securities”). In order to facilitate the transaction, such funds
and accounts under management by Investec have agreed to tender a significant portion of their Securities and
where more than U.S.$150,000,000 (or such lower Minimum Acceptance Amount as the Company may
determine as described herein) in aggregate principal amount of Securities (including Investec’s Locked-Up
Securities) is validly tendered for repurchase pursuant to the Tender Offer, the amount of Investec’s Locked-Up
Securities (and, for the avoidance of doubt, only Investec’s Locked-Up Securities) treated as being validly
tendered for repurchase in the Tender Offer, including for the purposes of any pro ration as described under
“Acceptance and Pro-Rata Allocations” below, shall be reduced to such lower amount as results in a total
Acceptance Amount of U.S.$150,000,000 (or such lower Minimum Acceptance Amount) subject to such funds
and accounts under management by Investec being treated as validly tendering no less than U.S.$63,600,000 in
aggregate principal amount of Securities in the Tender Offer.
For providing such Lock-Up Undertakings and subject to compliance with their terms, Locked-Up
Securityholders will be entitled to a fee of 1 per cent. of the principal amount of Locked-Up Securities which
they commit to tender, irrespective of whether less than the amount of such committed Securities is accepted for
repurchase (whether for pro rata scaling in the Tender Offer or for any reduction in the principal amount of
Investec’s Locked-Up Securities that are treated as being validly tendered as described above) in addition to the
Repurchase Price. Such fee shall not be payable unless the Tender Offer is consummated.
Accrued Interest
The Company will also pay interest accrued and unpaid on the relevant Securities from (and including) the
Interest Payment Date for such Securities to (but excluding) the Settlement Date in respect of the Securities
validly tendered and accepted by it for repurchase pursuant to the Tender Offer.
Acceptance and Pro-Rata Allocations
If the aggregate principal amount of Securities validly tendered for repurchase pursuant to the Tender Offer
exceeds the Maximum Acceptance Amount, the Company intends to accept for repurchase all such Securities
tendered on a pro-rata basis such that the aggregate principal amount of all Securities accepted for repurchase is
no greater than the Maximum Acceptance Amount. In the case of any pro-ration of Securities, the amount of
Investec’s Locked-Up Securities treated as being validly tendered for repurchase in the Tender Offer (and not
subsequently withdrawn) shall be U.S.$63,600,000 in aggregate principal amount of Securities.
General
Securities that are not successfully tendered for repurchase pursuant to the Tender Offer will remain outstanding
and remain subject to the terms and conditions of the Securities.
Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole
discretion, extend, re-open, amend, waive any condition of or terminate the Tender Offer at any time. Details of
any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender
Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Electronic Tender Instructions
In order to participate in, and be eligible to receive the applicable Repurchase Price and Accrued Interest in
respect of the Securities pursuant to, the Tender Offer, Securityholders must validly tender their Securities by
delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the
Tender Agent by the Expiration Deadline. Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum principal amount of Securities of U.S.$100,000
or integral multiples thereof.
Any Tender Instructions submitted in respect of Locked-Up Securities are required to include the allocation code
provided to the relevant Locked-Up Securityholder, to identify such tenders.
Indicative Tender Offer Timetable (dates subject to change)
Date and time Event
Monday, 7 April 2014 Launch Date
Tender Offer announced and Tender Offer Memorandum available from
the Dealer Managers and the Tender Agent.
4.00 p.m. London time on Expiration Deadline
Friday, 11 April 2014 Deadline for receipt by the Tender Agent of all Tender Instructions.
As soon as reasonably Announcement of Provisional Tender Offer Results
practicable on Monday, 14
April 2014 Announcement by the Company of whether the Minimum Tender
Amount Condition has been satisfied and the aggregate principal amount
of Securities which have been validly tendered.
As soon as reasonably Announcement of Pricing, Acceptance and Results
practicable on Thursday, 15 Announcement by the Company of whether (i) the Funding Condition
May 2014 has been satisfied and (ii) the Company will accept valid tenders of
Securities pursuant to the Tender Offer and if so accepted, the
Acceptance Amount and the pro-ration factor (if applicable) to be
applied to valid tenders of Securities.
Wednesday, 21 May 2014 Settlement Date
Payment of the Repurchase Consideration in respect of the Securities
accepted for repurchase.
The Company may, in its sole discretion, extend, re-open, amend, and/or terminate the Tender Offer at any time
(subject to applicable law and as provided in the Tender Offer Memorandum). Details of any such extension, re-
opening, amendment, waiver (if permitted), termination and/or withdrawal will be announced wherever
applicable as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant
decision is made. The deadlines set by any such intermediary and by each Clearing System for the submission
of Tender Instructions will be earlier than the relevant deadlines specified above. See “Procedures for
Participating in the Tender Offer” in the Tender Offer Memorandum. Securityholders are advised to check with
any bank, securities broker or other intermediary through which they hold the relevant Securities when such
intermediary would need to receive instructions from a Securityholder in order for that Securityholder to be able
to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to
participate in the Tender Offer before the deadlines specified in the Tender Offer Memorandum.
Unless stated otherwise, all announcements made by the Company in relation to the Tender Offer will be made
public through the Notifying News Service(s), through the Clearing Systems for communication to Direct
Participants, via an RIS announcement, by publication on the website of the Australian Securities Exchange and
via a SENS announcement. Copies of all announcements, notices and press releases can also be obtained from
the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Securityholders are urged to contact the Tender Agent for the
relevant announcements during the course of the Tender Offer. In addition, Securityholders may contact the
Dealer Managers for information using the contact details set out below.
Securityholders are advised to read carefully the Tender Offer Memorandum for full details of, and
information on, the procedures for participating in the Tender Offer.
Morgan Stanley & Co. International plc and Rand Merchant Bank, a division of FirstRand Bank Limited
(London Branch) are acting as the Dealer Manager for the Tender Offer and Lucid Issuer Services Limited is
acting as Tender Agent.
Requests for information in connection with the Tender Offer may be directed to the Dealer Manager:
THE DEALER MANAGERS
Morgan Stanley & Co. International plc Rand Merchant Bank, a division of FirstRand Bank
25 Cabot Square Limited (London Branch)
Canary Wharf 2 – 6 Austin Friars
London E14 4QA London EC2N 2HD
United Kingdom United Kingdom
For information by telephone: For information by telephone:
+44 (0) 207 677 5040 +44 (0) 207 939 1777
Email: liabilitymanagementeurope@morganstanley.com Email: martin.richardson@rmb.co.uk
Requests for information in relation to the procedures for tendering Securities in, and for any documents or
materials relating to, the Tender Offer should be directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Victor Parzyjagla / David Shilson
Email: aqp@lucid-is.com
Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important information which should be read carefully
before any decision is made with respect to the Tender Offer. If any Securityholder is in any doubt as to the
action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial,
tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it wishes to tender Securities in the Tender
Offer.
Offer and Distribution Restrictions
This announcement and/or the Tender Offer Memorandum do not constitute an invitation to participate in the
Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such
invitation or for there to be such participation under applicable securities laws. The distribution of this
announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons
into whose possession this announcement or the Tender Offer Memorandum come are required by the Company,
the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
None of the Dealer Managers, the Tender Agent or the Company or any of their respective directors, employees
or affiliates makes any recommendation whether Securityholders should participate in the Tender Offer or refrain
from taking any action in the Tender Offer with respect to any Securities, and none of them has authorised any
person to make any such recommendation. The Dealer Managers and the Tender Agent (and their respective
directors, employees and affiliates) make no representations or recommendations whatsoever regarding this
announcement, the Tender Offer Memorandum or the Tender Offer. The Tender Agent is the agent of the
Company and owes no duty to any Securityholder.
United States
The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mail
of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic
mail, telex, telephone and the internet. The Securities may not be tendered in the Tender Offer by any such use,
means, instrumentality or facility from or within the United States or by persons located or resident in the United
States or by U.S. Persons as defined in Regulation S of the United States Securities Act of 1933, as amended
(each a “U.S. Person”). Accordingly, copies of this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed
or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or resident in the United States or to U.S. Persons.
Any purported tender of Securities in the Tender Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Securities made by a person located or resident in the
United States or by a U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and
will not be accepted.
Each holder of Securities participating in the Tender Offer will represent that it is not a U.S. Person and it is not
located or resident in the United States and is not participating in the Tender Offer from the United States or it is
acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to
participate in the Tender Offer from the United States and is not a U.S. Person. For the purposes of this and the
above paragraph, “United States” means the United States of America, its territories and possessions, any state
of the United States of America and the District of Columbia.
United Kingdom
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 Financial Services and Markets Act 2000 (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.
Australia
The Tender Offer is being made in Australia solely to Securityholders in respect of whom the provisions of
Regulation 7.9.97 of the Corporations Regulations 2001 of the Commonwealth of Australia are satisfied. No
other person to whom the Tender Offer or Tender Offer Memorandum is given or received in Australia may
participate in the Tender Offer.
South Africa
The Tender Offer does not constitute an “offer to the public” as contemplated in the South African Companies
Act 71 of 2008. Accordingly, the Tender Offer Memorandum, and any other documents and materials in relation
to the Tender Offer (including without being limited to this announcement), does not, and is not intended to,
constitute a “registered prospectus” as defined in the South African Companies Act 71 of 2008, and has not been
prepared and registered in terms of the South African Companies Act 71 of 2008.
Italy
None of the Tender Offer, this announcement, the Tender Offer Memorandum or any other document or
materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offer is
being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended and article 35-bis, paragraph 3, of CONSOB Regulation No.
11971 of 14 May 1999, as amended (the “Issuers’ Regulation”). Accordingly, the Tender Offer is only addressed
to holders of Securities located in the Republic of Italy who are “qualified investors” (investitori qualificati) as
defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter,
paragraph 1, letter b) of the Issuers’ Regulation. Securityholders or beneficial owners of Securities that are
located in Italy can tender Securities for repurchase in the Tender Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary
must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in
connection with the Securities or the Tender Offer.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the
Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial
Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit financiële diensten en
markten) and, accordingly, the Tender Offer may be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of
placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the
Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement,
the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article
10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (as amended from time to time), acting on their own account.
Insofar as Belgium is concerned, this announcement and/or the Tender Offer Memorandum have been issued
only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer.
Accordingly, the information contained in this announcement and/or the Tender Offer Memorandum may not be
used for any other purpose or disclosed to any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”).
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the
Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés), other than individuals acting for their own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in
the Tender Offer. Neither this announcement, the Tender Offer Memorandum has been nor will be submitted to
the clearance procedures (visa) of the Autorité des Marchés Financiers.
General
This announcement and/or the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of
an offer to sell Securities, and tenders of Securities in the Tender Offer will not be accepted from
Securityholders, in any circumstances or jurisdiction in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed
broker or dealer and any Dealer Manager or any of a Dealer Manager’s affiliates is such a licensed broker or
dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliate
(as the case may be) on behalf of the Company in such jurisdiction and the Tender Offer is not made in any such
jurisdiction where any Dealer Manager or any of their respective affiliates is not licensed.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07/04/2014 05:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
