To view the PDF file, sign up for a MySharenet subscription.

AQUARIUS PLATINUM LIMITED - Publication of prospectus

Release Date: 15/04/2014 14:00
Code(s): AQP     PDF:  
Wrap Text
Publication of prospectus

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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.

15 April 2014

For immediate release

                                   AQUARIUS PLATINUM LIMITED
                                   PUBLICATION OF PROSPECTUS

Further to the announcement by Aquarius Platinum Limited (the “Company”) earlier today relating to the terms
of the Rights Issue (the “Rights Issue Terms Announcement”), the UK Listing Authority has approved a
prospectus dated 15 April 2014 (the “Rights Issue Prospectus”). The Rights Issue Prospectus has also been
approved by JSE Limited.

Further details of the Rights Issue are set out in the Rights Issue Prospectus, which is available on the
Company’s website at www.aquariusplatinum.com. The Rights Issue Prospectus will be submitted to the
National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

All terms in this announcement have the meanings given to them in the Rights Issue Terms Announcement
unless otherwise defined.

For further information, please contact:



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



                                             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 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.

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.

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

Date: 15/04/2014 02:00:00 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.

Share This Story