Wrap Text
New issue announcement, application for quotation of additional securities and agreement
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
Share Code JSE: AQP
ISIN Code: BMG0440M1284
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Aquarius Platinum Limited
ABN
ARBN 087 577 893
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to Fully paid common shares in the capital Aquarius
be issued Platinum Limited (“Company”)
2 Number of +securities issued or 976,206,906 new common shares to be issued
to be issued (if known) or pursuant to a pro rata renounceable rights issue (as
maximum number which may be described in the announcement released to ASX on
issued 16 April 2014) (“Rights Issue Shares”).
3 Principal terms of the +securities The principal terms of the Rights Issue Shares are as
(eg, if options, exercise price and for existing common shares.
expiry date; if partly paid
+securities, the amount
outstanding and due dates for
payment; if +convertible
securities, the conversion price
and dates for conversion)
4 Do the +securities rank equally in Yes
all respects from the date of
allotment with an existing +class The Rights Issue Shares will rank equally with the
of quoted +securities? existing fully paid common shares in the Company in
all respects from the allotment date.
If the additional securities do not
rank equally, please state:
- the date from which they do
- the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
- the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest payment
5 Issue price or consideration A$0.25, 14 pence, or ZAR 2.41 per Rights Issue
Share (depending upon the register on which the
shareholder holds its common shares)
6 Purpose of the issue The Shares will be issued in connection with the
(If issued as consideration for the Aquarius Platinum Limited Rights Issue, the
acquisition of assets, clearly proceeds from which will be used to settle the
identify those assets) convertible bond tender offer made by the Company
to existing convertible bondholders.
Any remaining proceeds will be retained by the
Company to improve its balance sheet position and to
increase liquidity in anticipation of the redemption of
outstanding existing convertible bonds not tendered
in the tender offer.
7 Dates of entering +securities into 22 May 2014
uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 1,464,310,359 Fully paid common
+securities quoted on ASX shares in Aquarius
(including the securities in clause Platinum Limited
2 if applicable)
Number +Class
9 Number and +class of all - -
+securities not quoted on ASX
(including the securities in clause
2 if applicable)
10 Dividend policy (in the case of a Whilst the Company does not have a Dividend
trust, distribution policy) on the Policy, this matter is reviewed constantly by the
increased capital (interests) Company’s board of directors.
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval No
required?
12 Is the issue renounceable or non- Renounceable
renounceable?
13 Ratio in which the +securities 2 Rights Issue Shares for every 1 fully paid
will be offered common share held
14 +Class of +securities to which the Fully paid common shares.
offer relates
The common shares have, and the Rights Issue
Shares (other than those quoted on the ASX on a
deferred settlement basis) will have, an ISIN of
BMG0440M1284.
The Rights Issue Shares quoted on the ASX on a
deferred settlement basis will have an ISIN of
BMG0440M2191.
The depository interests (“DI”) quoted on London
Stock Exchange (“LSE”) have, and the new
depository interests will have, the same ISIN as the
common shares.
The ISIN for the trading of rights to subscribe for
Rights Issue Shares (“Nil Paid Rights”) on the
ASX is BMG0440M1771.
The ISIN for Nil Paid Rights and DI Nil Paid
Rights trading on the LSE is BMG0440M1938.
The ISIN for the Nil Paid Rights trading on the
Johannesburg Stock Exchange is
BMG0440M1854.
15 +Record date to determine 16 April 2014 (UK record date), 28 April 2014
entitlements (Australian record date), and 29 April 2014 (South
African record date)
16 Will holdings on different No
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements Entitlements to Rights Issue Shares will be rounded
in relation to fractions down to the nearest whole number. Fractional
entitlements will be disregarded and will not be
allotted to qualifying shareholders.
18 Names of countries in which the Subject to certain exceptions, the United States,
entity has +security holders who Canada and Japan (each an “Excluded
will not be sent new issue Territory”).
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of 14 May 2014
acceptances or renunciations
20 Names of any underwriters Rand Merchant Bank (a division of FirstRand Bank
Limited), Absa Bank Limited (acting through its
corporate and investment banking division) and
Euroz Securities Limited.
21 Amount of any underwriting fee Details disclosed in offer document released on or
or commission about the date of this Appendix 3B.
22 Names of any brokers to the -
issue
23 Fee or commission payable to -
the broker to the issue
24 Amount of any handling fee -
payable to brokers who lodge
acceptances or renunciations on
behalf of +security holders
25 If the issue is contingent on -
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance The Company will send Entitlement and
form and prospectus or Product Acceptance Forms to relevant Aquarius
Disclosure Statement will be sent shareholders in two rounds, the first following the
to persons entitled Australian Mailing List Date (15 April 2014) and
the second following the actual Australian Record
Date (28 April 2014), as described below.
If you are hold common shares in the Company that
are registered on the Australian register as at the
Australian Mailing List Date, other than a
shareholder with a registered address or who is
located or resident in an Excluded Territory
(subject to certain exceptions), on or about 15 April
2014 you will be sent by post an Entitlement and
Acceptance Form giving you provisional details of
your Nil Paid Rights, based on your holding of
Aquarius common shares as at Australian Mailing
List Date. If your holding of common shares in the
Company does not change before the Australian
Record Date you may take up your entitlement as
shown in that Entitlement and Acceptance Form. If
you sell your common shares in the Company and,
as a consequence, are no longer on the register on
the Australian Record Date you will not be entitled
to participate in the Rights Issue.
If you hold common shares in the Company on the
Australian Record Date but did not hold any
common shares at the Australian Mailing List Date,
or if your holding of common shares has changed
since the Australian Mailing List Date, and in each
case, subject to certain exceptions, you are not
located or resident in and your registered address is
not in an Excluded Territory (subject to certain
exceptions), on or about 28 April 2014 you will be
sent by post a final Entitlement and Acceptance
Form providing details of your entitlement based
on your holding of common shares in the Company
as at the actual Australian Record Date. If you
receive both a provisional Entitlement and
Acceptance Form and a final Entitlement and
Acceptance Form, you may only take up your
entitlement as shown in the latter form. Persons
who acquired common shares in the Company after
the Australian Mailing List Date should note that
they will have a limited period following receipt of
relevant offer documents and their final Entitlement
and Acceptance Form to take up their entitlements.
27 If the entity has issued options, N/A
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if 23 April 2014 (Australia) and 22 April 2014 (UK
applicable) and South Africa)
29 Date rights trading will end (if 29 April 2014 (Australia), 8 May 2014 (South
applicable) Africa) and 14 May 2014 (UK)
30 How do +security holders sell The shareholders must provide appropriate
their entitlements in full through instructions to their stockbroker and provide them
a broker? with any information requested by them in order to
effect their instructions as soon as possible.
31 How do +security holders sell If you hold your common shares on the Australian
part of their entitlements register, you should:
through a broker and accept for
the balance? (a) if they are paying by cheque, complete
the Entitlement and Acceptance Form in
accordance with the instructions on that
form, specifying the number of Rights
Issue Shares they wish to subscribe for,
and lodge that completed form together
with cheque in accordance with the
instructions on that form;
(b) if they are paying by BPAY, follow the
instructions that will be set out on the
Entitlement and Acceptance Form; and
(c) in relation to any balance of Nil Paid
Rights they wish to sell, provide
appropriate instructions to their
stockbroker and provide to them any
information requested by them in order
to effect those instructions as soon as
possible.
32 How do +security holders In relation to shareholders who hold their common
dispose of their entitlements shares on the Australian register:
(except by sale through a
broker)? (a) If the shareholder holds their shares on the
Company Sponsored Subregister, together
with the transferee complete a standard
renunciation and transfer form and
forward the completed form, together with
their Entitlement and Acceptance Form for
any Nil Paid Rights that the transferee
wishes to take up and a cheque for the
relevant application monies to Aquarius’
share registry at the address shown on the
Entitlement and Acceptance Form so that
they are received by no later than 5.00pm
(AEST) on 14 May 2014.
(b) If Aquarius’ share registry received both a
completed renunciation and transfer form
and a completed Entitlement and
Acceptance Form in favour of the same
shareholder in respect of the same Nil Paid
Rights, the first document received will be
given effect in priority (unless Aquarius in
its absolute discretion decides otherwise).
(c) If the shareholder holds their shares on the
CHESS Subregister or the transferee
intends to take the Nil Paid Rights into a
CHESS holding, the shareholder must
contact their controlling participant
(usually their stockbroker). Aquarius
cannot effect a transfer of Nil Paid Rights
to or from a CHESS holding.
33 +Despatch date 22 May 2014
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities
(tick one)
(a) Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35 If the +securities are +equity securities, the names of the 20 largest holders of the
additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of securities for which
+quotation is sought
39 Class of +securities for which
quotation is sought
40 Do the +securities rank equally in
all respects from the date of
allotment with an existing +class
of quoted +securities?
If the additional securities do not
rank equally, please state:
- the date from which they do
- the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
- the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another security, clearly identify
that other security)
Number +Class
42 Number and +class of all
+securities quoted on ASX
(including the securities in clause
38)
+ See chapter 19 for defined terms.
Quotation agreement
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX
may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
- The issue of the +securities to be quoted complies with the law and is not for
an illegal purpose.
- There is no reason why those +securities should not be granted +quotation.
- An offer of the +securities for sale within 12 months after their issue will not
require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to
give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities to be quoted
and that no-one has any right to return any +securities to be quoted
under sections 737, 738 or 1016F of the Corporations Act at the time that
we request that the +securities be quoted.
- If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.
4 We give ASX the information and documents required by this form. If any
information or document not available now, will give it to ASX before
+quotation of the +securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and
complete.
15 April 2014
Company Secretary
Willi Boehm
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 15/04/2014 02:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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