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AQUARIUS PLATINUM LIMITED - Aquarius Platinum Limited (The Company) announces indicative results of invitations to holders of certain Converti

Release Date: 15/04/2014 07:05
Code(s): AQP     PDF:  
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Aquarius Platinum Limited (The “Company”) announces indicative results of invitations to holders of certain Converti

        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 OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
        DISTRIBUTE THIS DOCUMENT.

        14 April 2014

        AQUARIUS PLATINUM LIMITED (THE “COMPANY”) ANNOUNCES INDICATIVE RESULTS OF
        INVITATIONS TO HOLDERS OF CERTAIN CONVERTIBLE BONDS

        On 7 April 2014, the Company invited holders of its outstanding Convertible Bonds described below (the
        “Securities”) to tender the outstanding Securities for repurchase by the Company (the “Tender Offer”) on the
        terms of, and subject to the conditions contained in, the tender offer memorandum dated 7 April 2014 (the
        “Tender Offer Memorandum”) prepared by the Company.

        Capitalised terms used in this announcement shall have the meaning given to them in the Tender Offer
        Memorandum unless defined otherwise herein. All references to times in this announcement are to London time.

        Following the Expiration Deadline for the Tender Offer at 4.00pm London time on 11 April 2014, the Company
        hereby announces (A) that the aggregate nominal amount of Securities validly tendered pursuant to the Tender
        Offer (which reflects an aggregate principal amount of Investec’s Locked-Up Securities of U.S.$70,000,000) is
        as set out in the table below and (B) that the Minimum Tender Amount Condition has been satisfied.

         Description of the Securities    Common code/ISIN      Outstanding principal      Repurchase Price          Aggregate nominal
                                                                      amount                                        amount of Securities
                                                                                                                         tendered
        U.S.$300,000,000 4.00 per cent.      047048206/           U.S.$298,000,000          U.S.$92,000 per          U.S.$172,600,000
         Convertible Bonds due 2015         XS0470482067                                U.S.$100,000 in principal
                                                                                          amount of Securities



        Funding Condition

        As set out in the Tender Offer Memorandum, 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 Company expects to publish a prospectus in connection with the Proposed
        Rights Issue on or about 15 April 2014. The repurchase by the Company of any Securities pursuant to the Tender
        Offer is conditional, at the option of the Company, upon the successful completion (in the sole determination of
        the Company) of the Proposed Rights Issue of up to U.S.$225 million, 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”).

        Acceptance and Results

        As soon as reasonably practicable on Thursday, 15 May 2014 the Company will announce its decision of
        whether (i) the Funding Condition 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.

        Securities that are not tendered for repurchase pursuant to the Tender Offer will remain outstanding and remain
        subject to the terms and conditions of the Securities.

        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.

        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.



        Requests for information in connection with the Tender Offer may be directed to the Dealer Managers:
                                                
                                                 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. 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.

       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.



       Sponsor
       RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 15/04/2014 07:05:00 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.

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