Wrap Text
Sale of Rights Issue Rump
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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN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.
AQUARIUS PLATINUM LIMITED
SALE OF RIGHTS ISSUE RUMP
Aquarius Platinum Limited (the "Company") announced earlier today that it had received valid
acceptances in respect of 931,250,197 Rights Issue Shares, representing approximately 95.39 per
cent of the total number of Rights Issue Shares offered to Qualifying Shareholders pursuant to the
Rights Issue announced by the Company on 7 April 2014.
The Company confirms that the Managers have since procured purchasers for the remaining
44,956,709 Rights Issue Shares for which valid acceptances were not received at an average price of
23.5 pence per Rights Issue Share. The net proceeds from the sale of these Rights Issue Shares, after
deduction of the relevant Issue Price (of A$0.25, 14 pence or ZAR2.41 per Rights Issue Share) and the
expenses of procuring purchasers (including any applicable brokerage fees and commissions,
amounts in respect of value added tax and currency conversion costs), will be paid to those persons
whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed
provisional allotments, save that amounts less that £5.00 or its equivalent in A$ or ZAR (as
applicable) at the time of sale, per holding, will not be so paid but will be aggregated and retained
for the benefit of the Company.
Accordingly, the Underwriters will not be required to subscribe for any Rights Issue Shares.
Following completion of the Rights Issue, the Company’s issued share capital consists of
1,464,310,359 Common Shares. The Company holds 14,721,745 Common Shares as treasury shares
in accordance with Bermudan law. Therefore, as at 15 May 2014, the total number of voting rights in
the Company is 1,449,588,614. This figure may be used by Shareholders as the denominator for the
calculations by which they determine if they are required to notify their interest in, or a change in
their interest in, the Company under the FCA’s Disclosure and Transparency Rules ("DTR").
This announcement is in conformity with DTR 5.6.1(A).
All terms in this announcement have the meanings given to them in the Rights Issue Prospectus
unless otherwise defined.
For further information, please contact:
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 recip ient 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 no t 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, Righ ts
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.
15 May 2014
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 15/05/2014 12:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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