Wrap Text
Terms of 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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.
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 RIGHTS ISSUE OR OTHERWISE.
THE DEFINED TERMS SET OUT IN APPENDIX IV APPLY IN THIS ANNOUNCEMENT.
15 April 2014
For immediate release
AQUARIUS PLATINUM LIMITED
TERMS OF RIGHTS ISSUE
2 for 1 Rights Issue of up to 976,206,906 Rights Issue Shares at
A$0.25, 14 pence or ZAR2.41 per Rights Issue Share
Introduction
Further to the announcement of 14 April 2014 in relation to the results of the Tender Offer (the “Tender Offer
Results Announcement”), Aquarius Platinum Limited (the “Company” and, together with its direct and indirect
subsidiaries, the “Aquarius Group”) today announces the issue of up to 976,206,906 Rights Issue Shares to
Qualifying Shareholders (the “Rights Issue”).
In the Tender Offer Results Announcement, the Company announced that following the Expiration Deadline for
the Tender Offer at 4.00 p.m. (London time) on 11 April 2014, the aggregate nominal amount of Existing
Convertible Bonds validly tendered pursuant to the Tender Offer (which reflects an aggregate principal amount
of Investec’s Locked-Up Securities of U.S.$70 million) was U.S.$172,600,000. The Tender Offer repurchase
price is U.S.$92,000 per U.S.$100,000 in principal amount of Existing Convertible Bonds.
The Tender Offer is conditional, at the option of the Company, upon the successful completion (in the sole
determination of the Company) of the 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 the Existing Convertible Bonds accepted for
repurchase pursuant to the Tender Offer.
The Rights Issue will be made on the basis of 2 Rights Issue Shares for every Existing Share held by Qualifying
Shareholders at the close of business on the Applicable Record Date. Subject to certain exceptions, Shareholders
with a registered address, resident, or otherwise believed to be in the United States, Canada or Japan will not be
entitled to participate in the Rights Issue.
The Rights Issue is expected to raise gross proceeds of up to U.S.$225 million through the issuance of up to
976,206,906 new Common Shares (the “Rights Issue Shares”). Assuming all Rights Issue Shares are issued,
they will represent approximately 67 per cent. of the Enlarged Issued Share Capital.
Proceeds raised pursuant to the Rights Issue will be used to fund the settlement of the Tender Offer. In the event
the net proceeds of the Rights Issue exceed the amount required to settle the Tender Offer, the Company intends
to retain any additional amounts to improve the Aquarius Group’s liquidity in order to fund the future redemption
of the Existing Convertible Bonds not validly tendered and repurchased pursuant to the Tender Offer on the
scheduled redemption date (being 18 December 2015).
The Rights Issue Shares, when issued and fully paid, will rank pari passu in all respects with the Existing
Shares, including the right to receive all dividends or other distributions declared after the issue of the Rights
Issue Shares.
The Issue Price of A$0.25 represents a discount of approximately 58 per cent. to the Closing Price on the ASX of
A$0.59 per Common Share on 11 April 2014 (being the latest practicable date prior to the date of this
announcement).
The Issue Price of 14 pence represents a discount of approximately 65 per cent. to the Closing Price on the
London Stock Exchange of 40.25 pence per Common Share on 11 April 2014 (being the latest practicable date
prior to the date of this announcement).
The Issue Price of ZAR2.41 represents a discount of approximately 66 per cent. to the Closing Price on the JSE
of ZAR7.15 per Common Share on 11 April 2014 (being the latest practicable date prior to the date of this
announcement).
Pursuant to the Underwriting and Sponsor’s Agreement, and subject to the satisfaction or waiver of certain
customary conditions, including UK Admission and South African Admission becoming effective, Rand
Merchant Bank, a division of FirstRand Bank Limited (“RMB”), Absa Bank Limited, acting through its
corporate and investment banking division (“Absa”) and Euroz Securities Limited (“Euroz”) have agreed to
underwrite the subscription of 737,578,551 Rights Issue Shares (less any Rights Issue Shares taken up under the
Rights Issue or subscribed for in any rump offering) at ZAR2.41 per Rights Issue Share (in the case of RMB and
Absa) and at A$0.25 per Rights Issue Share (in the case of Euroz). As a result, the Company has certainty that it
will raise minimum gross proceeds equal to approximately U.S.$170 million from the Rights Issue.
It is expected that a prospectus relating to the Rights Issue prepared in accordance with the Prospectus Rules of
the Financial Conduct Authority (the “FCA”) made under Section 73A of the FSMA will be published on 15
April 2014 containing full details of the Rights Issue (the “Rights Issue Prospectus”). The Rights Issue
Prospectus will be filed with the FCA and will be made available to the public in accordance with Rule 3.2 of the
Prospectus Rules. Following publication, a copy of the Rights Issue Prospectus will be made available to view
on the Company’s website at www.aquariusplatinum.com.
Further Information on the Rights Issue
Under the Rights Issue, the Rights Issue Shares will be offered by way of rights to all Qualifying Shareholders.
Subject to certain exceptions, Shareholders with a registered address, resident, or otherwise believed to be in the
United States, Canada or Japan will not be entitled to participate in the Rights Issue.
Holdings of Existing Shares in certificated and uncertificated form and holdings on different Registers will be
treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.
Application will be made to the ASX for quotation of the Rights Issue Shares (“Australian Admission”), with
deferred settlement and standard T+3 settlement trading in the Rights Issue Shares expected to commence from
10.00 a.m. (AEST) on 8 May 2014 and 20 May 2014, respectively.
Applications will be made to the UK Listing Authority and to the London Stock Exchange for the Rights Issue
Shares (nil paid) to be admitted 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 (together, “UK Admission”). It is expected that
UK Admission will become effective on 22 April 2014 and that dealings in the Rights Issue Shares (nil paid) will
commence on the London Stock Exchange by 8.00 a.m. (London time) on that date.
Application will be made to the JSE for the Rights Issue Shares to be admitted to listing and trading on the Main
Board of the JSE (“South African Admission”). It is expected that South African Admission will become
effective and that dealings on the JSE in the Letters of Allocation (on a deferred settlement basis) will commence
at 9.00 a.m. (SAST) on 22 April 2014 and in the Rights Issue Shares (fully paid) will commence at 9.00 a.m.
(SAST) on 8 May 2014.
The Rights Issue is conditional, inter alia, upon:
(a) UK Admission becoming effective by not later than 8.00 a.m. (London time) on 22 April 2014 (or such later
time and/or date as the Company and the Managers may agree);
(b) South African Admission becoming effective by not later than 9.00 a.m. (SAST) on 22 April 2014 (or such
later time and/or date as the Company and the Managers may agree); and
(c) the Underwriting and Sponsor’s Agreement having become unconditional in all respects, save for the
conditions relating to UK Admission and South African Admission, and the Underwriting and Sponsor’s
Agreement not having been terminated in accordance with its terms.
In order to take up their entitlement to Rights Issue Shares (or New DIs, as appropriate), Qualifying Shareholders
need to make payment in full by no later than: (i) in the case of Qualifying Australian Shareholders and their
renouncees, 5.00 p.m. (AEST) on 14 May 2014; (ii) in the case of Qualifying DI Holders and their renouncees,
11.00 a.m. (London time) on 14 May 2014; (iii) in the case of Qualifying Non-CREST Shareholders and their
renouncees, 11.00 a.m. (London time) on 14 May 2014; (iv) in the case of Qualifying South African
Shareholders who hold their Common Shares in certificated form and their renouncees, midday (SAST) on 14
May 2014; and (v) in the case of Qualifying South African Dematerialised Shareholders and their renouncees,
9.00 a.m. (SAST) on 15 May 2014 (or, in each case, such later date as may be notified by the Company).
The expected timetables of principal events in each of Australia, the United Kingdom and South Africa are set
out in Appendices I, II and III. Any changes to such timetables will be announced by the Company in accordance
with applicable rules in the United Kingdom, Australia and South Africa.
Deferral of conversions between Australian, United Kingdom and South African registers
Due to the fact that the Australian Record Date, UK Record Date and South African Record Date each fall on
different dates (as set out in the Appendices) there is the potential, with respect to the operation of conversion
between each of the Registers, for inequalities to exist as to the standing, cum or ex, of the respective
securityholders.
In order to prevent such a circumstance from arising and to keep the registers and the respective securityholders
on an equal footing, the Company has sought and been granted a waiver of the ASX Settlement Operating Rules
to allow it to defer processing of conversions between each of the Registers, lodged in the period from close of
trading on the London Stock Exchange on 15 April 2014 (being the business day before the UK Record Date,
which is the first of the three Record Dates to occur) and close of trading on the Australian Stock Exchange on
30 April 2014 (being the business day after the South African Record Date which is the last of the three Record
Dates to occur).
2014 Third Quarter Results
Current trading remains in line with the Board’s expectation and the Aquarius Group expects to publish its
production and financial results for the quarter ending 31 March 2014 (the “2014 Third Quarter Results”) on
29 April 2014 and a supplementary prospectus in relation to the same on or around 29 April 2014 (the “2014
Third Quarter Results Supplementary Prospectus”). Upon publication, both will be available to view on the
Company’s website at www.aquariusplatinum.com.
Additional information
This announcement should be read in conjunction with the announcement of 2.52 p.m. on 7 April 2014 relating
to the Tender Offer and the Rights Issue.
In respect of the Tender Offer, Morgan Stanley & Co. International plc (“Morgan Stanley”) and RMB are acting
as Dealer Managers.
In respect of the Rights Issue, RMB is acting as Financial Adviser and Joint Bookrunner, Morgan Stanley is
acting as Financial Adviser and Joint Bookrunner, Barclays Bank PLC (“Barclays”) is acting as UK Sponsor and
Joint Bookrunner, Absa is acting as Joint Bookrunner and Euroz is acting as Co-Lead Manager.
RMB, Morgan Stanley, Barclays, Absa and Euroz are together referred to 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 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 Rights Issue
Prospectus, and any supplementary prospectus in relation thereto. 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 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 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 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 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.
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 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 PRINCIPAL EVENTS IN AUSTRALIA
Each of the times and dates in the table below is indicative only and may be subject to change.
Suspension of removals of Common Shares from the Australian Share
Register begins close of business on 15 April 2014
Australian Mailing List Date for the first despatch of the Rights Issue
Prospectus and Entitlement and Acceptance Form close of business on 15 April 2014
Terms of Rights Issue announced (and Appendix 3B lodged) 16 April 2014
Rights Issue Cleansing Notice lodged with ASX 16 April 2014
Rights Issue Prospectus lodged with ASX 16 April 2014
First despatch of the Rights Issue Prospectus and Entitlement and
Acceptance Form to Australian Shareholders as at the Australian Mailing
List Date (see note 1 below) on or around 17 April 2014
Existing Shares quoted on an “ex-rights” basis on the ASX 10.00 a.m. on 23 April 2014
Trading in Nil Paid Rights commences on the ASX 10.00 a.m. on 23 April 2014
Australian Record Date for entitlement under the Rights Issue for
Qualifying Australian Shareholders close of business on 28 April 2014
Supplementary despatch of Rights Issue Prospectus and Entitlement and
Acceptance Form to Qualifying Australian Shareholders (see note 1 and 2
below) 29 April 2014
Expected date of publication of the 2014 Third Quarter Results .................. 29 April 2014
Expected date of publication of the 2014 Third Quarter Results
Supplementary Prospectus on or around 29 April 2014
Suspension of removals of Common Shares from the Australian Share
Register ends close of business on 30 April 2014
Trading in Nil Paid Rights ends on the ASX 7 May 2014
Rights Issue Shares quoted on the ASX on a deferred settlement basis........ 10.00 a.m. on 8 May 2014
Latest time and date for acceptance and payment in full in Australia in
respect of the Rights Issue 5.00 p.m. on 14 May 2014
Deferred settlement trading in Rights Issue Shares ends 20 May 2014
Holding statement confirming the issue of Rights Issue Shares 21 May 2014
Trading in Rights Issue Shares commences on the ASX 10.00 a.m. on 21 May 2014
Notes:
(1) Subject to restrictions relating to Qualifying Australian Shareholders with registered addresses in an Excluded Territory.
(2) The supplementary despatch of the Rights Issue Prospectus and Entitlement and Acceptance Form will only be to those Qualifying
Australian Shareholders who were either (i) not Australian Shareholders at the Australian Mailing List Date, or (ii) Australian
Shareholders at the Australian Mailing List Date whose holdings increased or decreased between the Australian Mailing List Date and the
Australian Record Date. Qualifying Australian Shareholders who held Common Shares at the Australian Mailing List Date whose
holdings increased or decreased between the Australian Mailing List Date and the Australian Record Date should disregard the earlier
Entitlement and Acceptance Form sent to them on or about 17 April 2014 and only use and refer to the supplementary Entitlement and
Acceptance Form in accepting the offer and taking up all or part of their Nil Paid Rights. Where more than one Entitlement and
Acceptance Form has been sent to a Qualifying Australian Shareholder and the Qualifying Australian Shareholder attempts to accept the
offer using the first Entitlement and Acceptance Form received by that Shareholder, the Company reserves the right to treat such
acceptance or purported acceptance as invalid.
(3) Each of the times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement
are subject to change and may be adjusted by the Company, in consultation with the Managers, in which event details of the new times
and dates will be notified to the ASX, UK Listing Authority, London Stock Exchange (through a Regulatory Information Service), JSE
and, where appropriate, Qualifying Shareholders.
(4) References to times in this timetable are to AEST unless otherwise stated.
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UK
Each of the times and dates in the table below is indicative only and may be subject to change.
Suspension of removals of Common Shares from the UK Share Register ... close of business on 15 April 2014
Terms of Rights Issue announced 15 April 2014
UK Record Date for entitlement under the Rights Issue for Qualifying UK
Shareholders close of business on 16 April 2014
Despatch of Provisional Allotment Letters (to Qualifying Non- CREST
Shareholders only) (see note 1 below) 17 April 2014
UK Admission and start of rights offer period in the UK ............................. 8.00 a.m. on 22 April 2014
Dealings in Nil Paid Rights commence on the London Stock Exchange...... 8.00 a.m. on 22 April 2014
Existing Shares marked “ex-rights” by the London Stock Exchange ........... 8.00 a.m. on 22 April 2014
DI Nil Paid Rights credited to CREST accounts of Qualifying DI Holders
(see note 1 below) 8.00 a.m. on 22 April 2014
DI Nil Paid Rights enabled in CREST 8.00 a.m. on 22 April 2014
Expected date of publication of the 2014 Third Quarter Results 29 April 2014
Expected date of publication of the 2014 Third Quarter Results
Supplementary Prospectus on or around 29 April 2014
Suspension of removals of Common Shares from the UK Share Register
ends 9.00 a.m. on 30 April 2014
Recommended latest time for requesting withdrawal of DI Nil Paid
Rights from CREST (i.e. if your DI Nil Paid Rights are in CREST and
you wish to convert them to certificated form and receive a Provisional
Allotment Letter) 4.30 p.m. on 8 May 2014
Recommended latest time for depositing renounced Provisional Allotment
Letters, nil paid, into CREST or for dematerialising Nil Paid Rights into a
CREST stock account (i.e. if your Nil Paid Rights are represented by a
Provisional Allotment Letter and you wish to convert them to
uncertificated form) 4.30 p.m. on 9 May 2014
Latest time and date for splitting Provisional Allotment Letters, nil paid..... 4.30 p.m. on 12 May 2014
Latest time and date for acceptance and payment through CREST in
respect of DI Nil Paid Rights 11.00 a.m. on 14 May 2014
Latest time and date for acceptance, payment in full and registration of
renunciation of Provisional Allotment Letters in the UK 11.00 a.m. on 14 May 2014
Dealings in Rights Issue Shares (fully paid) commence on the London
Stock Exchange by 8.00 a.m. on 15 May 2014
CREST stock accounts credited with New DIs 8.00 a.m. on 15 May 2014
Expected despatch of definitive share certificates for the Rights Issue
Shares in certificated form for Shareholders on the UK Share Register by 22 May 2014
Notes:
(1) Subject to certain restrictions relating to Qualifying Non-CREST Shareholders and Qualifying DI Holders with registered addresses
outside Australia, the UK and South Africa.
(2) Each of the times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement
are subject to change and may be adjusted by the Company, in consultation with the Managers, in which event details of the new times
and dates will be notified to the ASX, UK Listing Authority, London Stock Exchange (through a Regulatory Information Service), JSE
and, where appropriate, Qualifying Shareholders.
(3) References to times in this timetable are to London time unless otherwise stated.
(4) CREST is an electronic settlement system. Depository Interests (representing underlying Common Shares) are held in CREST. If you
hold a share certificate relating to all your Common Shares, the details relating to CREST will not be relevant to you.
APPENDIX III
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA
Each of the times and dates in the table below is indicative only and may be subject to change.
Suspension of removals of Common Shares from the South African Share
Register begins close of business on 15 April 2014
Terms of Rights Issue announced 15 April 2014
Last day to trade Common Shares on the JSE to qualify to participate in
the Rights Issue 5.00 p.m. on 17 April 2014
Listing and trading in Letters of Allocation on the JSE on a deferred
settlement basis, commencement of trading of Existing Shares (ex-rights)
on the JSE 9.00 a.m. on 22 April 2014
Despatch of the Rights Issue Prospectus to Qualifying South African
Shareholders and Forms of Instruction to Qualifying South African
Shareholders holding Common Shares in certificated form (Rights Issue
open) 22 April 2014
Expected date of publication of the 2014 Third Quarter Results .................. 29 April 2014
Expected date of publication of the 2014 Third Quarter Results
Supplementary Prospectus on or around 29 April 2014
South African Record Date close of business on 29 April 2014
Suspension of removals of Common Shares from the South African Share
Register ends 9.00 a.m. on 30 April 2014
Qualifying South African Dematerialised Shareholders will have their
accounts at their CSDP or broker automatically credited with their Letters
of Allocation 9.00 a.m. on 30 April 2014
Qualifying South African Shareholders who hold Common Shares in
certificated form will have their Letters of Allocation credited to an
electronic register at the South African Registrar 9.00 a.m. on 30 April 2014
Last day for Form of Instruction of Qualifying South African
Shareholders who hold Common Shares in certificated form wishing to
sell all or part of their Nil Paid Rights to be lodged with the South African
Registrar 12.00 p.m. on 6 May 2014
Last day to trade Letters of Allocation on the JSE to participate in the
Rights Issue 5.00 p.m. on 6 May 2014
Dealings in Rights Issue Shares on a deferred settlement basis commence
on the JSE 9.00 a.m. on 8 May 2014
Latest time for Form of Instruction to be lodged and payment made with
the South African Transfer Secretaries (Rights Issue closes) 12.00 p.m. on 14 May 2014
Record date for Letters of Allocation close of business on 14 May 2014
CSDP/broker accounts credited with Rights Issue Shares and debited with
any payments due in respect of Dematerialised Shares 9.00 a.m. on 15 May 2014
Dealings in Rights Issue Shares (fully paid) commence on the JSE 9.00 a.m. on 15 May 2014
Expected despatch of new share certificates for Rights Issue Shares in on or about close of business on
certificated form 15 May 2014
Notes:
(1) Subject to restrictions relating to Qualifying South African Shareholders with registered addresses in an Excluded Territory.
(2) Each of the times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement
are subject to change and may be adjusted by the Company, in consultation with the Managers, in which event details of the new times
and dates will be notified to the ASX, UK Listing Authority, London Stock Exchange (through a Regulatory Information Service), JSE
and, where appropriate, Qualifying Shareholders.
(3) Where required, material changes will be published on SENS.
(4) References to times in this timetable are to SAST, unless otherwise stated.
(5) Qualifying South African Dematerialised Shareholders are required to inform their CSDP or broker of their instructions in terms of
the Rights Issue in the manner and time stipulated in the agreement governing the relationship between the Shareholder and their CSDP
or broker.
(6) Share certificates may not be dematerialised or rematerialised between 17 April 2014 and 29 April 2014 (both days inclusive).
Qualifying South African Dematerialised Shareholders will have their accounts at their CSDP automatically credited with their Letters of
Allocation and Qualifying South African Shareholders who hold their Common Shares in certificated form will have their Letters of
Allocation credited to an account with the South African Transfer Secretaries. CSDPs effect payment in respect of Qualifying South
African Dematerialised Shareholders on a delivery versus payment method.
APPENDIX IV
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
2014 Third Quarter Results the Financial and Production Results for the three months
ended 31 March 2013 expected to be published by the
Aquarius Group on 29 April 2014
2014 Third Quarter Results the supplementary prospectus expected to be published in
Supplementary Prospectus relation to the 2014 Third Quarter Results on or around 29
April 2014
Absa Absa Bank Limited, acting through its corporate and
investment banking division
Admission and Disclosure Standards the “Admission and Disclosure Standards” of the London
Stock Exchange containing, among other things, the admission
requirements to be observed by companies seeking admission
to trading on the London Stock Exchange’s main market for
listed securities
AEST Australian Eastern Standard Time
Applicable Record Date the Australian Record Date, South African Record Date or
UK Record Date, as the context requires
Australia the Commonwealth of Australia
Australian Admission quotation of the Rights Issue Shares on the ASX
Australian Corporations Act the Corporations Act 2001 (Cth) of Australia
Australian Mailing List Date close of business on 15 April 2014
Australian Record Date close of business on 28 April 2014
Australian Registrar Computershare Investor Services Pty Limited
Australian Share Register the share register in Australia, comprising the CHESS
Subregister and the Issuer Sponsored Subregister, which is
maintained on behalf of the Company by the Australian
Registrar
Australian Shareholders holders of Common Shares on the Australian Share Register
A$ Australian dollars
ASX ASX Limited (ABN 98 008 624 691), Australian Securities
Exchange or the Australian Stock Exchange, and where the
context permits, the Australian Securities Exchange operated
by ASX Limited
ASX Listing 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
ASX Settlement Operating Rules the ASX Settlement Operating Rules and any other rules of
ASX Settlement which apply while the Common Shares are
held on the CHESS Subregister, each as amended from time to
time
Aquarius Group the Company together with its direct and indirect subsidiaries
Barclays Barclays Bank PLC
CHESS the Clearing House Electronic Subregister System operated by
ASX Settlement and Transfer Corporation Pty Ltd
CHESS Subregister the part of the Australian Share Register that is operated
by CHESS
Closing Price (a) in relation to the ASX, the official closing price for
Common Shares on a particular day as published by ASX;
(b) in relation to the London Stock Exchange, the middle
market quotation of the Common Shares as derived from the
London Stock Exchange’s Daily Official List; and
(c) in relation to the JSE, the price determined and
disseminated by the JSE, in the first instance, on the uncrossing
price of the closing auction or, failing this, on the volume
weighted average price of the last 10 minutes of trade prior to
the closing auction or, failing this, on the last automated
trading price
Common Shares the common shares in the capital of the Company (including, if
the context requires, the Rights Issue Shares)
Company Aquarius Platinum Limited
CREST the relevant system, as defined in the CREST Regulations (in
respect of which Euroclear UK is the operator as defined in the
CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001
No. 01/378), as amended
CSDP Central Securities Depository Participant, a “participant” as
defined in the South African Financial Markets Act
Dematerialised Shares Common Shares no longer evidenced by a tangible document
of title and that have been incorporated into Strate and are
recorded on the Company’s sub-register in electronic form in
terms of the South African Financial Markets Act in South
Africa
Depository Computershare Investor Services PLC
Depository Interests or DIs 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 Holders the holders of Depository Interests
DI Nil Paid Rights Depository Interests representing Nil Paid Rights
DI Register the register of title of Depository Interests held by the
Depository
Disclosure and Transparency Rules the rules relating to the disclosure of information made in
accordance with Section 73A(3) of the FSMA
Enlarged Issued Share Capital the issued share capital of the Company immediately following
the completion of the Rights Issue and the issue of the Rights
Issue Shares
Entitlement and Acceptance Form the Entitlement and Acceptance Form accompanying copies of
the Rights Issue Prospectus to be sent to:
(a) Australian Shareholders as at the Australian Mailing List
Date; and
(b) Qualifying Australian Shareholders
Euroclear UK Euroclear UK & Ireland Limited, the operator of CREST
Euroz Euroz Securities Limited
Excluded Territories and each an the United States, Canada and Japan
Excluded Territory
Existing Convertible Bonds the U.S.$300 million convertible bonds issued by the Company
with a maturity date of 18 December 2015
Existing Depository Interests or the Depository Interests in issue as at the date of the Rights
Existing DIs Issue Prospectus
Existing Shares the Common Shares in issue as at the date of the Rights Issue
Prospectus (including, if the context requires, the Existing DIs)
Expiration Deadline 4.00 p.m. (London time) on 11 April 2014
FCA the Financial Conduct Authority
Form of Instruction each of the forms of instruction, which will be enclosed with
the Rights Issue Prospectus when posted to Qualifying
Shareholders who hold their Existing Shares on the South
African Share Register in certificated form, in respect of a
Letter of Allocation reflecting the entitlement of that
Qualifying Shareholder recorded on the South African Share
Register and on which each Qualifying Shareholder is entitled
to indicate to the South African Transfer Secretaries whether
they wish to accept Nil Paid Rights and to sell all or part of the
Nil Paid Rights and/or renounce, in favour of another person,
all or part of the Nil Paid Rights
FSMA the UK Financial Services and Markets Act 2000 (as amended)
Investec’s Locked-up Securities has the meaning given to it in the Tender Offer Results
Announcement
Issue Price A$0.25 per Rights Issue Share for the Rights Issue Shares to be
held on Australian Share Register, 14 pence per Rights Issue
Share for the Rights Issue Shares to be held on UK Share
Register and ZAR2.41 per Rights Issue Share for the Rights
Issue Shares to be held on the South African Share Register
Issuer Sponsored Subregister the part of the Australian Share Register that is administered by
the Company
JSE JSE Limited, a public company incorporated with limited
liability under the laws of South Africa, with registration
number 2005/022939/06 and licensed as an exchange under the
South African Financial Markets Act, often referred to as the
“Johannesburg Stock Exchange”
JSE Listings Requirements the listing requirements of the JSE
Letter of Allocation the renounceable Letter of Allocation issued by the Company
in electronic form conferring the right to Qualifying South
African Shareholders on the South African Share Register to
subscribe for Rights Issue Shares pursuant to the Rights Issue
London Stock Exchange London Stock Exchange plc
Managers RMB, Morgan Stanley, Barclays, Absa and Euroz
Morgan Stanley Morgan Stanley & Co. International plc
New DIs the Depository Interests to be issued by the Depository in
respect of the Rights Issue Shares received by the Depository
for and on behalf of Qualifying DI Holders pursuant to the
Rights Issue
Nil Paid Rights the right to Rights Issue Shares (nil paid) provisionally allotted
by the Company to Qualifying Shareholders pursuant to the
Rights Issue on the terms and conditions set out in the Rights
Issue Prospectus
Official List the Official List of the UK Listing Authority
Prospectus Rules the Prospectus Rules published by the FCA under Section 73A
of the FSMA
Provisional Allotment Letter the renounceable Provisional Allotment Letter expected to be
sent to Qualifying Non-CREST Shareholders in respect of the
Rights Issue Shares to be provisionally allotted to them
pursuant to the Rights Issue
Qualified Institutional has the meaning given in Rule 144A under the U.S. Securities
Buyer or QIB Act
Qualifying Australian Shareholders Qualifying CHESS Shareholders and Qualifying Issuer
Sponsored Shareholders
Qualifying CHESS Shareholders holders of Common Shares on the CHESS Subregister at the
Australian Record Date
Qualifying DI Holders DI Holders of Existing Depository Interests on the DI Register
at the UK Record Date
Qualifying Issuer Sponsored holders of Common Shares on the Australian Share Register in
Shareholders the Issuer Sponsored Subregister at the Australian Record Date
Qualifying Non-CREST Shareholders holders of Common Shares in certificated form on the UK
Share Register at the UK Record Date
Qualifying Shareholders Qualifying Australian Shareholders, Qualifying UK
Shareholders and Qualifying South African Shareholders
Qualifying South African holders of Dematerialised Shares at the South African Record
Dematerialised Shareholders Date on the South African Share Register
Qualifying South African holders of Common Shares on the South African Share
Shareholders Register at the South African Record Date (and including
Qualifying South African Dematerialised Shareholders)
Qualifying UK Shareholders Qualifying Non-CREST Shareholders and Qualifying DI
Holders at the UK Record Date
Rand or ZAR or R the lawful currency of South Africa
Rand Merchant Bank or RMB Rand Merchant Bank, a division of FirstRand Bank Limited
(Registration Number 1929/001225/06), a public company
registered in South Africa
Registers the Australian Share Register, the UK Share Register and the
South African Share Register
Regulatory Information Service one of the regulatory information services authorised by the
UK Listing Authority to receive, process and disseminate
regulatory information in respect of listed companies
Rights Issue the issue by way of rights of Rights Issue Shares to Qualifying
Shareholders on the terms and subject to the conditions to be
set out in the Rights Issue Prospectus
Rights Issue Cleansing Notice a notice given to the relevant market operator in accordance
with section 708AA(2)(f) of the Australian Corporations Act
that meets the requirements of section 708AA(7) of the
Australian Corporations Act
Rights Issue Prospectus the prospectus expected to be published by the Company in
connection with the Rights Issue on 15 April 2014 and
approved by the FCA, and any supplementary prospectus in
relation thereto
Rights Issue Shares the Common Shares to be issued by the Company pursuant to
the Rights Issue
RMB Rand Merchant Bank, a division of FirstRand Bank Limited
SAST South Africa Standard Time
SENS the Securities Exchange News Service of the JSE
Shareholder a holder of Common Shares
South Africa the Republic of South Africa
South African 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
South African Record Date close of business on 29 April 2014
South African Registrar or South Computershare Investor Services (Pty) Limited
African Transfer Secretaries
South African Share Register the share register maintained on behalf of the Company in
South Africa by the South African Registrar
Strate Strate Limited, registration number 1998/022242/06, a limited
liability public company duly incorporated in accordance with
the laws of South Africa, which is a registered central securities
Depository and which is responsible for the electronic
settlement system used by the JSE for transactions to be settled
and transfer of ownership to be recorded electronically
Tender Offer the offer by the Company to purchase, on the terms and
conditions set out in the Tender Offer Memorandum, a
minimum of U.S.$150 million and a maximum of U.S.$225
million in principal amount of the Existing Convertible Bonds
outstanding
Tender Offer Memorandum the memorandum dated 7 April 2014 setting out the terms and
conditions of, and other information relevant to, the Tender
Offer
Tender Offer Results Announcement the announcement of 14 April 2014 in relation to the results of
the Tender Offer
UK or United Kingdom United Kingdom of Great Britain and Northern Ireland
UK Admission the admission of the Rights Issue Shares (nil paid) to listing on
the premium listing segment of the Official List and to trading
on the London Stock Exchange’s main market for listed
securities becoming effective in accordance with the
Admission and Disclosure Standards
UK Listing Authority the FCA in its capacity as the competent authority for the
purposes of Part VI of the FSMA and in the exercise of its
functions in respect of the admission to the Official List
otherwise than in accordance with Part VI of the FSMA
UK Listing Rules the rules relating to admission to the Official List made in
accordance with Section 73A(2) of the FSMA
UK Record Date close of business on 16 April 2014
UK Registrar Computershare Investor Services PLC
UK Share Register the share register maintained on behalf of the Company in the
UK by the UK Registrar
UK Sponsor Barclays
Underwriting and Sponsor’s the underwriting and sponsor’s agreement dated 15 April 2014
Agreement entered into between the Company and the Managers relating
to the Rights Issue
United States or U.S. the United States of America, its territories and possessions,
any state of the United States and the District of Columbia
U.S. Securities Act the United States Securities Act of 1933
U.S.$ or U.S. dollars the lawful currency of the United States
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 15/04/2014 08:52:00 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 
