Wrap Text
Notice of meeting and independent expert’s report finalised
Aquarius Platinum Limited
(Incorporated in Bermuda)
Registration Number: EC26290
JSE Code: AQP
ISIN: BMG0440M1284
("Aquarius" or "the Company")
NOTICE OF MEETING AND INDEPENDENT EXPERT’S REPORT FINALISED
As previously announced, Aquarius and Sibanye Gold Limited ("Sibanye") entered into an
implementation agreement under which a wholly owned subsidiary of Sibanye would, subject to the
satisfaction of certain conditions, acquire all of the shares in Aquarius for a cash consideration of
USD0.195 for each Aquarius share ("the Transaction"). The Transaction is to be implemented by
way of an amalgamation under Bermuda law.
The Meeting Materials, which have been released to the market today, include all details in relation
to the Amalgamation Meeting and the Annual General Meeting, and include a copy of the
Independent Expert’s Report. The Meeting Materials are currently being printed and will be
dispatched to Aquarius shareholders later this week. They are also available for inspection on the
National Storage Mechanism of the FCA or by visiting www.aquariusplatinum.com.
The Transaction needs to be approved by a simple majority of votes cast by Aquarius shareholders.
Shareholders are being asked to vote on the Transaction at a special general meeting to be held at
Clarendon House, 2 Church Street, Hamilton, Bermuda on 18 January 2016 at 9.00am (Bermuda
time), ("Amalgamation Meeting"). The 2015 annual general meeting of Aquarius ("Annual General
Meeting") will be held immediately after the Amalgamation Meeting at 9.30am.
The Independent Expert, Deloitte Corporate Finance Pty Limited, has determined that the
Transaction is fair and reasonable, and in the best interests of Aquarius shareholders.
Shareholders should carefully read the Meeting Materials as they include important information
which will help them make an informed decision on how to vote on the Transaction. The board of
Aquarius continues to unanimously recommend that Aquarius shareholders vote in favour of the
Transaction, in the absence of a superior proposal.
All Aquarius shareholders are encouraged to vote at both the Amalgamation Meeting and the
Annual General Meeting. Details of how to vote are included in the Meeting Materials.
INDICATIVE TIMETABLE
Event Indicative Time / Date
Depositary Interest Holder Voting Entitlement Date for Amalgamation Meeting
and Annual General Meeting 5.00pm (GMT) on 12 January 2016
Shareholder Voting Entitlement Date for Amalgamation Meeting and Annual In respect of each Branch Register, at
General Meeting close of business on 12 January 2016
Last time for receipt of Voting Instructions (including Forms of Instruction) for
Amalgamation Meeting 4.00pm (GMT) on 14 January 2016
Last time for receipt of Voting Instructions (including Forms of Instruction) for
Annual General Meeting 4.00pm (GMT) on 14 January 2016
In respect of each Branch register, at
Last time for receipt of Proxy Forms for Amalgamation Meeting close of business on 15 January 2016
In respect of each Branch register, at
Last time for receipt of Proxy Forms for Annual General Meeting close of business on 15 January 2016
9:00am (Bermuda time) on 18
Amalgamation Meeting January 2016
9.30am (Bermuda time) on 18
Annual General Meeting January 2016
Announcement of results of Amalgamation Meeting and Annual General By 5.00pm (Bermuda time) on 18
Meeting January 2016
Conditions Fulfilment Date – satisfaction of each of the conditions precedent to
implementation, including obtaining the approvals of the South African By 31 March 2016
Competition Commission and the Competition Tribunal
By 5.00pm (Bermuda time) on the
Announcement of Conditions Fulfilment Conditions Fulfilment Date
By the second Business Day after the
Lodgement of application for delisting from the ASX, JSE and LSE Conditions Fulfilment Date
The fifth Business Day after the
Last day to trade on ASX, LSE and JSE Conditions Fulfilment Date
4.00pm (AEDT), on the last day to
Cessation of transfers between each Branch Register trade
On the Business Day after the last day
Suspension of trading on ASX, LSE and JSE to trade
5.00 pm (AEDT) on the fifth Business
Record Date for the Amalgamation Day after the last day to trade
9.00am (Bermuda time) on the next
Effective Time (cancellation of Shares) Business Day after the Record Date
As soon as practicable following the
Delisting of the Company from ASX, LSE and JSE Effective Time
Within 10 Business Days of the
Payment of the Consideration Effective Time
6 April 2016, unless extended in
End Date accordance with the Implementation
Agreement
The dates and times set out in the timetable above are indicative only and are subject to change. The actual timetable will
depend on many factors outside the control of Aquarius. Capitalised terms have the meanings given to them in the
Meeting Materials.
The Company expects to complete the Transaction by the end of April 2016, although the Company cannot assure
completion by any particular date, if at all. The Transaction is subject to regulatory approvals and other conditions,
including Sibanye receiving approvals of the South African Competition Commission and the Competition Tribunal for the
implementation of the Transaction (refer section 1.9 of the Explanatory Memorandum of the Meeting Materials for
further detail). It is possible that factors outside the control of both companies could result in the Proposed Transaction
being completed at a later time, or not at all. There may be a substantial amount of time between the Amalgamation
Meeting and the completion of the Transaction.
Once the approvals of the South African Competition Commission and the Competition Tribunal have been obtained, a
timetable of events leading up to date for payment of the consideration will be announced to ASX, LSE and JSE and
published on Aquarius’ website at www.aquariusplatinum.com.
Any other changes to the timetable will be announced and published in the same manner.
For further information please or visit www.aquariusplatinum.com, or contact:
In South Africa: In Australia:
Jean Nel Willi Boehm
Aquarius Platinum (South Africa) (Pty) Ltd Aquarius Platinum Corporate Services Pty Ltd
+27 (0) 10 001 2848 +61 (0) 8 9367 5211
14 December 2015
JSE Merchant Bank and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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