AQUARIUS PLATINUM LIMITED
ASX, LSE & JSE
ASX / LSE / JSE ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
15 May 2009
Extension of Implementation Agreement and Irrevocable Undertakings to 29 May
2009
Further to the announcement by Ridge Mining plc ("Ridge") yesterday that it has
entered into loan agreements for the funding of the Blue Ridge mine, Aquarius
Platinum Limited ("Aquarius") announces that it has agreed extensions to (i)
the implementation agreement that it entered into with Ridge on 26 March 2009
(the "Implementation Agreement") in relation to the takeover offer by Aquarius
for the entire issued and to be issued share capital of Ridge (the "Possible
Acquisition") and (ii) the irrevocable undertakings to vote in favour of the
Possible Acquisition given by Blackrock Investment Management (UK) Ltd. and
Gold Mountains (H.K.) International Mining Company Ltd. (a wholly owned
subsidiary of Zijin Mining Group Co. Ltd.).
The Implementation Agreement contained a requirement for an announcement
pursuant to Rule 2.5 of the UK Takeover Code in relation to the Proposed
Acquisition to be released on or prior to 15 May 2009 (the "Rule 2.5
Announcement") in order for a scheme of arrangement in relation to the Proposed
Acquisition (the "Scheme") to proceed. This date has now been extended to 29
May 2009.
The irrevocable undertakings given by Blackrock Investment Management (UK) Ltd.
and Gold Mountains (H.K.) International Mining Company Ltd. in relation to
10,120,000 and 18,423,000 Ridge shares respectively (being in aggregate 31.0
per cent. of Ridge's issued ordinary share capital) have also been extended to
29 May 2009. Accordingly, these irrevocable undertakings will lapse if the Rule
2.5 Announcement is not released on or prior to 29 May 2009, or if the Scheme
does not become
effective, lapses or is withdrawn. In addition, the irrevocable undertaking
given by Blackrock Investment Management (UK) Ltd. will also lapse on 31
October 2009 or if a higher competing offer is made by a third party.
The irrevocable undertakings given by the directors of Ridge to vote in favour
of the Proposed Acquisition, being in respect of an aggregate 1,540,017 Ridge
shares which represent approximately 1.7 per cent. of the existing issued
ordinary share capital, also remain in full force and effect. These irrevocable
undertakings will lapse if the Implementation Agreement is terminated or if the
Scheme does not become effective, lapses or is withdrawn.
As announced by Ridge yesterday, the parties are endeavouring to satisfy the
conditions precedent to the Blue Ridge funding, including South African Reserve
Bank approval, as soon as practicable. The obligation on Aquarius to release
the Rule 2.5 Announcement is conditional on the arrangement, on terms
satisfactory to Aquarius acting reasonably in its absolute discretion, of
sufficient bridge funding for the continued operation of the Blue Ridge mine.
As announced previously, the only other precondition to release of the Rule 2.5
Announcement, relating to Aquarius' capital raising, has been satisfied.
Enquiries:
Aquarius In Australia:
In the UK & South Africa Willi Boehm
Nick Bias Tel: +61 (0)8 9367 5211
Tel: +41 (0)79 888 1642
REGISTERED OFFICE
Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCX
Bermuda
Email: info@aquariusplatinum.com
Telephone: +61 8 9367 5211
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (GMT) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Aquarius or Ridge, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in
"relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any
of their respective "associates", must be disclosed by no later than 12.00 noon
(GMT) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the UK Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
A copy of this announcement will be available on Aquarius' website
(www.aquariusplatinum.com).