AQUARIUS PLATINUM LIMITED
ASX, LSE, JSE
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
26 May 2009
RECOMMENDED ALL SHARE OFFER
for
Ridge Mining plc ("Ridge")
by
Aquarius Platinum Limited ("Aquarius")
Highlights
* Recommended all share offer by Aquarius for Ridge at an exchange ratio of 1
Aquarius share for every 2.75 Ridge Shares, as announced on 18 February
2009 and confirmed on 27 March 2009.
* Values Ridge's present issued share capital at approximately £96 million
(based on 287 pence per Aquarius Share, being the closing price on the
London Stock Exchange on 22 May 2009, the last practicable date prior to
this announcement, and a total number of Ridge Shares in issue of
92,065,533).
* Compelling strategic and commercial rationale for a combination of Aquarius
and Ridge.
* Aquarius has now received irrevocable undertakings to vote in favour of the
Acquisition and the Scheme in respect of, in aggregate, 32.7 per cent. of
Ridge's issued ordinary share capital from the Ridge Directors, Gold
Mountains (H.K.) International Mining Company Ltd (a wholly owned
subsidiary of Zijin Mining Group Co. Ltd) and Blackrock Investment
Management (UK) Ltd.
* The Aquarius Equity Capital Raising and Convertible Bond Issue have now
completed, raising in excess of US$260 million. Accordingly the
Pre-Condition in relation to the Equity Capital Raising and the Convertible
Bond Issue has been satisfied.
* Ridge's 50 per cent. owned Blue Ridge Platinum (Pty) Limited has entered
into agreements to raise and refinance an aggregate amount of ZAR 527
million of secured funding for the continued operation of the Blue Ridge
Mine. The IDC and the DBSA will provide new senior long term loan funding
of ZAR 186 million to the Blue Ridge Mine. The existing long term loan of
ZAR 141 million (including interest and charges accrued) provided by the
DBSA remains in place but will now rank equally, in terms of security, with
the new facility.
* In addition, Blue Ridge Platinum has entered into an agreement to borrow
ZAR 200 million, plus raising and legal costs, of bridging finance from
RMB, supported by an undertaking from Aquarius to assume RMB's commitment
in respect of such bridge finance in the event that the Acquisition is
completed or terminated. In the event that the Acquisition is not
successfully completed and Ridge cannot satisfy the repayment of the Bridge
Facility at such point in time, this could result in the dilution of its
interest in the Blue Ridge Mine. More detail on this facility is contained
in paragraph 9 of this announcement. Accordingly the Pre-Condition in
relation to the bridge funding for the Blue Ridge Mine has been satisfied.
Commenting on the proposed transaction, Stuart Murray, CEO of Aquarius, said:
"The conclusion of the transaction with Ridge is now in sight. Over the last
few months, we have become much closer to Ridge and more than ever we see the
industrial and financial logic for combining Ridge into the larger Aquarius
Group. It was particularly satisfying to see the Blue Ridge Mine pass a
significant milestone in early April with the first production of concentrate.
While we are not complacent about the challenges ahead as the mine ramps up to
full production, we continue to be excited by the growth opportunities that
Ridge will present to the enlarged Aquarius Group."
Terence Wilkinson, CEO of Ridge, added: "We are delighted that the
pre-conditions have now been satisfied and look forward to completing the
merger as soon as possible. The support of Aquarius has been invaluable in
arranging the required finance to fund working capital at Blue Ridge."
Summary
Following the completion of Aquarius' Equity Capital Raising and Convertible
Bond Issue and the satisfactory resolution by Ridge of its interim funding
arrangements in respect of the Blue Ridge Mine, the Boards of Aquarius and
Ridge are pleased to confirm that the Pre-Conditions have been satisfied.
Accordingly, a recommended all share offer by Aquarius for the entire issued
and to be issued share capital of Ridge is now being announced at an exchange
ratio of 1 Aquarius Share for every 2.75 Ridge Shares, valuing Ridge's present
issued share capital at approximately £96 million, based on the closing
mid-market price of 287 pence per Aquarius Share on 22 May 2009, the last
practicable date prior to this announcement, and a total number of Ridge Shares
in issue of 92,065,533. Assuming all the options and warrants over Ridge Shares
that are in the money at the Price were exercised, the value of Ridge implied
by the Acquisition would be £136 million, based on a total number of issued
Ridge Shares of 129,868,033. In the event that all the options and warrants
that are in the money at the Price were exercised, there would also be an
additional cash inflow of £25 million into Ridge.
Strategic and commercial rationale
Aquarius believes that there is a compelling strategic and commercial rationale
for a combination with Ridge:
* diversification of the Aquarius portfolio and corresponding decrease in
single project risk for Ridge;
* significant expansion of reserve and resource base;
* short-term increase in attributable production with the commissioning of
the Blue Ridge Mine;
* enhanced Aquarius mine-life profile through the Blue Ridge Mine;
* the Blue Ridge Mine is a well executed small project with a complementary
fit to the Aquarius portfolio;
* opportunities to reduce overhead costs with combined administrative and
technical functions;
* added optionality through the Sheba's Ridge project;
* combined leverage of mining and processing skills;
* strengthened position amongst peers operating on the Bushveld Complex; and
* some limited synergies between combined operations, particularly through
sharing of skills and procurement.
Transaction pricing, terms and conditions and Scheme of Arrangement
At an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares the
implied price of 104.4 pence per Ridge Share (based on 287 pence per Aquarius
Share, being the closing price on the London Stock Exchange on 22 May 2009, the
last practicable date prior to this announcement) represents:-
* a premium of approximately 13 per cent. to the closing mid-market price of
92.5 pence per Ridge Share on 22 May 2009, the last practicable date prior
to this announcement;
* a premium of approximately 231 per cent. to the closing mid-market price of
31.5 pence per Ridge Share on 11 February 2009, being the last business day
before the announcement by Ridge that it was in discussions with Aquarius
regarding a possible offer for the Company; and
* a premium of approximately 162 per cent. to the average closing mid-market
price of 39.9 pence per Ridge Share for the six months to and including 11
February 2009.
The Acquisition is proposed to be implemented by way of a Scheme of Arrangement
under Part 26 of the 2006 Act. The Scheme will be put to Ridge Shareholders at
the Court Meeting and at the General Meeting, which will be convened in due
course. The Scheme Document will be posted to Ridge Shareholders within 21 days
of this announcement.
The Independent Ridge Directors, who have been so advised by RBC Capital
Markets, consider the terms of the Acquisition to be fair and reasonable, so
far as Ridge Shareholders are concerned. In providing their advice, RBC Capital
Markets has taken into account the commercial assessments of the Independent
Ridge Directors. Accordingly, the Independent Ridge Directors have unanimously
agreed to recommend that Ridge Shareholders vote in favour of the Scheme at the
Court Meeting and General Meeting to be convened in relation to the
Acquisition.
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the Appendices hereto. Appendix I sets out the
terms and conditions of the Scheme. Appendix II contains further details of the
bases and sources of certain of the information contained in this announcement.
Appendix III contains the definitions of certain terms used in this summary and
in this announcement.
Lazard and Rand Merchant Bank are acting as joint financial advisers to
Aquarius. RBC Capital Markets is acting as sole financial adviser and corporate
broker to Ridge.
A copy of this announcement will be available on Aquarius' website
(www.aquariusplatinum.com) and Ridge's website (www.ridgemining.com).
Enquiries:
Aquarius Ridge
In the UK & South Africa Francis Johnstone (Commercial
Director)
Nick Bias
Tel: +44 (0)20 7379 1474
Tel: +41 (0)79 888 1642
In Australia: RBC Capital Markets, financial adviser
& nominated adviser to Ridge
Willi Boehm
Martin Eales or Patrick Meier
Tel: +61 (0)8 9367 5211
Tel: +44 (0)20 7029 7881
Rand Merchant Bank Conduit PR
Peter Hayward-Butt or Carel Vosloo Charlie Geller or Gareth Tredway
Tel: +27 (0)11 282 8000 Tel: +44 (0)20 7429 6604
Lazard
Peter Kiernan, Spiro Youakim or
Chris Seherr-Thoss
Tel:+44 (0)20 7187 2000
REGISTERED OFFICE
Aquarius Platinum Limited ● Clarendon House ● 2 Church Street ● Hamilton HMCX
Bermuda
Email: info@aquariusplatinum.com
Telephone: +61 8 9367 5211
The securities mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"). The securities may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the Securities
Act. There will be no public offer of securities in the United States.
It is expected that the New Aquarius Shares will be issued in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10) thereof. This transaction has not been approved or disapproved
by the US Securities and Exchange Commission (the "Commission"), nor has the
Commission or any US state securities commission passed upon the merits or
fairness of the transaction nor upon the adequacy or accuracy of the
information contained in this document. Any representation to the contrary is a
criminal offence in the United States. The announcement has been prepared in
accordance with English law and the Code and information disclosed may not be
the same as that which would have been prepared in accordance with the laws of
jurisdictions outside England.
RMB is acting exclusively for Aquarius and no one else in connection with the
matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of RMB or
providing advice in relation to the matters referred to in this announcement.
Lazard is acting exclusively for Aquarius and no one else in connection with
the matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of Lazard or
providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets is acting exclusively for Ridge and no one else in
connection with the matters referred to in this announcement and will not be
responsible to any other person for providing the protections afforded to
clients of RBC Capital Markets or providing advice in relation to the matters
referred to in this announcement.
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.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to
the parties' objectives and future performance, including statements relating
to expected benefits associated with the transaction contemplated herein.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as "anticipates", "aims", "due",
"could", "may", "should", "will", "expects / expected", "believes", "intends",
"plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: regulatory approvals
required for the consummation of the transaction that may require acceptance of
conditions with potential adverse impacts; risk involving the parties' ability
to realise expected benefits associated with the transaction; the success of
Ridge's Blue Ridge Mine; and macroeconomic conditions generally affecting the
South African mining industry.
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
26 May 2009
RECOMMENDED ALL SHARE OFFER
for
Ridge Mining plc ("Ridge")
by
Aquarius Platinum Limited ("Aquarius")
* Introduction
On 27 March 2009 Aquarius and Ridge announced that they had signed an
implementation agreement in connection with a possible all share offer by
Aquarius for Ridge. Following completion of Aquarius' Equity Capital Raising
and Convertible Bond Issue and the satisfactory resolution by Ridge of its
interim funding arrangements in respect of the Blue Ridge Mine, the
Pre-Conditions have been satisfied. Accordingly, Aquarius is now pleased to
announce an all share offer for the entire issued share capital of Ridge at an
exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares in issue.
Appendix I sets out the terms and conditions of the Scheme. The sources and
bases of information contained in this announcement are set out in Appendix II.
The definitions of certain expressions used in this announcement are contained
in Appendix III. Further information on Aquarius is set out in paragraph 13 of
this announcement.
* The Acquisition
Under the terms of the Scheme, which is subject to the terms and conditions set
out in Appendix I to this announcement and to the full terms and conditions to
be set out in the Scheme Document, Ridge Shareholders holding Ridge Shares at
the Scheme Record Date will receive:
for every 2.75 Ridge Shares 1 New Aquarius Share
The terms of the Acquisition value each Ridge Share at an implied price of
104.4 pence and the existing issued ordinary share capital of Ridge at
approximately £96 million, based on the closing mid-market price of 287 pence
per Aquarius Share on 22 May 2009, the last practicable date prior to this
announcement, and a total number of Ridge Shares in issue of 92,065,533.
Assuming all the options and warrants over Ridge Shares that are in the money
at the Price were exercised, the value of Ridge implied by the Acquisition
would be £136 million, based on a total number of issued Ridge Shares of
129,868,033. In the event that all the options and warrants over Ridge Shares
that are in the money at the Price were exercised, there would be an additional
cash inflow of £25 million into Ridge.
The implied price of 104.4 pence per Ridge Share represents:
* a premium of approximately 13 per cent. to the closing mid-market price of
92.5 pence per Ridge Share on 22 May 2009, the last practicable date prior
to this announcement; and
* a premium of approximately 231 per cent. to the closing mid-market price of
31.5 pence per Ridge Share on 11 February 2009, being the last Business Day
before the announcement by Ridge that it was in discussions with Aquarius
regarding a possible offer for the Company; and
* a premium of approximately 162 per cent. to the average closing mid-market
price of 39.9 pence per Ridge Share for the six months to and including 11
February 2009, being the last Business Day before the announcement by Ridge
that it was in discussions with Aquarius regarding a possible offer for the
Company.
Existing Aquarius Shareholders will own approximately 93 per cent. of the
issued share capital of Aquarius as enlarged by the Acquisition, including the
impact of the Equity Capital Raising and the Convertible Bond Issue. Ridge
Shareholders will own approximately 7 per cent. of the enlarged issued share
capital including the impact of the Equity Capital Raising and the Convertible
Bond Issue. Assuming that all the options and warrants over Ridge Shares that
are in the money at the Price were exercised, Ridge Shareholders would own
approximately 10 per cent. of the enlarged issued share capital including the
impact of the Equity Capital Raising and the Convertible Bond Issue.
* Background to and reasons for the Acquisition
Aquarius believes there is a compelling strategic and commercial rationale for
a combination with Ridge:
* diversification of the Aquarius portfolio and corresponding decrease in
single project risk for Ridge;
* significant expansion of reserve and resource base;
* short-term increase in attributable production with the commissioning of
the Blue Ridge Mine;
* enhanced Aquarius mine-life profile through the Blue Ridge Mine;
* the Blue Ridge Mine is a well executed small project with a complementary
fit to the Aquarius portfolio;
* opportunities to reduce overhead costs with combined administrative and
technical functions;
* added optionality through the Sheba's Ridge project;
* combined leverage of mining and processing skills;
* strengthened position amongst peers operating on the Bushveld Complex; and
* some small limited synergies between combined operations, particularly
through sharing of skills and procurement.
The Acquisition would result in an improved production profile for Aquarius. It
is anticipated that Ridge's Blue Ridge Mine will produce approximately 75,000
PGM ounces (50 per cent. attributable to Ridge) in the 2009 calendar year,
ramping up to steady-state production of approximately 125,000 PGM ounces by
2011 (50 per cent. attributable to Ridge). Given the strike length and depth of
the Blue Ridge orebody, Aquarius believes that the combined group will be in a
stronger position to increase the production levels in the medium term above
the current mine plan.
Furthermore, the Acquisition would significantly expand Aquarius' reserve and
resource base. On a pro forma attributable basis, the proven and probable
reserves for Aquarius would increase 61 per cent. from 8.7 million PGM ounces
to 14.0 million PGM ounces, and the measured, indicated and inferred resources
by 12.5 per cent. from 106.6 million ounces to 119.9 million ounces
respectively. (Includes exploration properties for Aquarius and the
attributable ounces from Sheba's Ridge for Ridge (39 per cent. attributable to
Ridge). The enlarged resource base could provide an option for further
exploration and possibly organic growth, notably from Ridge's Sheba's Ridge
exploration project.
* Background to and reasons for the recommendation
The current turbulence within the financial markets has proven challenging for
early stage mining opportunities. The proposed combination offers Ridge
Shareholders the opportunity to retain the upside potential contained within
Ridge's projects and at the same time reduces the risk inherent in a single
early stage operation in a difficult economic environment. The combined group
will have a more robust capital structure that will enable shareholders to
benefit from the development opportunities embedded within Ridge, in particular
the development of the Sheba's Ridge mining asset and the option to acquire an
additional 22.5 per cent. stake from Anglo Platinum on the Ridge Board deciding
to progress with the development of a mine at Sheba's Ridge.
* Recommendation
The Independent Ridge Directors, who have been so advised by RBC Capital
Markets, consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Independent Ridge Directors, RBC Capital Markets
has taken into account the commercial assessments of the Independent Ridge
Directors.
Accordingly, the Independent Ridge Directors have unanimously agreed to
recommend that Ridge Shareholders vote in favour of the Scheme at the Court
Meeting and General Meeting to be convened in relation to the Acquisition.
* Irrevocable undertakings
Ridge Directors have irrevocably undertaken to vote their entire holdings of
Ridge Shares (being, in aggregate, 1,540,017 Ridge Shares which represent
approximately 1.7 per cent. of the existing issued ordinary share capital of
Ridge) in favour of the Acquisition and the Scheme at the Court Meeting and the
General Meeting. The Ridge Directors have also undertaken that, if following
this announcement, Aquarius decides to implement the Acquisition by means of an
Offer instead of by way of the Scheme, they will accept such Offer in respect
of their entire holdings of Ridge Shares. The irrevocable undertakings given by
the Ridge Directors will lapse if the Implementation Agreement is terminated or
if the Scheme does not become effective, lapses or is withdrawn.
Aquarius has also received irrevocable undertakings to vote in favour of the
Acquisition and the Scheme in respect of, in aggregate, 31 per cent. of Ridge's
issued ordinary share capital. These irrevocable undertakings relate to
18,423,000 Ridge Shares held by Gold Mountains (H.K.) International Mining
Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd.) and
10,120,000 Ridge Shares held by funds or entities managed or advised by
Blackrock Investment Management (UK) Ltd.. These irrevocable undertakings will
lapse if the Scheme does not become effective, lapses or is withdrawn. In
addition, the irrevocable undertaking given by Blackrock Investment Management
(UK) Ltd. will lapse on 31 October 2009 or if a higher competing offer is made
by a third party.
* Aquarius' intentions regarding the business of Ridge
Aquarius has, in only a decade, grown from a fledgling developer of platinum
within the Bushveld Complex in South Africa to a mid-tier platinum producer
with interests in six operating assets.
The Acquisition will build on the successful transformation of Aquarius into
the fourth largest low cost platinum producer in the Bushveld Complex. Ridge's
flagship Blue Ridge Mine entered production in 2009 and will further diversify
Aquarius' portfolio, increase its resource base, add new production ounces and
longevity to its production profile and add significant optionality with the
Sheba's Ridge exploration property.
There is a compelling rationale for the Acquisition for both shareholder
groups, as it combines Aquarius' 10 years' experience of operating shallow,
mechanised underground mines with that of Ridge's management from the
construction of the Blue Ridge Mine to provide a stronger future for both Ridge
and Aquarius Shareholders.
It is Aquarius' intention to manage the Ridge operations in a cost effective
manner, extracting maximum value for shareholders and to leverage the combined
knowledge base of both companies as it brings the Blue Ridge Mine to full
production and develops the future growth of the combined group through the
development of the Sheba's Ridge property.
* Aquarius Equity Capital Raising and Convertible Bond Issue
The announcement made by Aquarius on 26 March 2009 set out as a Pre-Condition
to the Acquisition the requirement for the Aquarius Equity Capital Raising and
the Convertible Bond Issue becoming wholly unconditional and completing and
Aquarius receiving not less than US$185 million in immediately available
cleared funds pursuant thereto. As announced on 12 May 2009, the Equity Capital
Raising and Convertible Bond Issue have now completed and accordingly the
Pre-Condition in relation to the Equity Capital Raising and the Convertible
Bond Issue has been satisfied.
An aggregate amount in excess of US$260 million was raised. These proceeds have
enabled Aquarius fully to settle its bridge loan funding of ZAR 1,577 million,
repayment of which was originally due by 30 June 2009, and will provide
Aquarius with the necessary financial capacity to restart its Everest operation
and develop the Blue Ridge Mine to ramp up to full production in 2010.
* Blue Ridge Mine funding
The announcement made by Aquarius on 26 March 2009 set out as a Pre-Condition
to the Acquisition the requirement for Ridge to raise sufficient bridge funding
for the continued operation of the Blue Ridge Mine. On 13 and 14 May 2009, Blue
Ridge Platinum signed agreements in respect of the long and short term funding
requirements for the Blue Ridge Mine, securing total funding of ZAR 527
million. This funding is now wholly unconditional and will be used to finance
working capital requirements at the Blue Ridge Mine and for refinancing of
existing mezzanine debt. Accordingly the Pre-Condition in relation to the
bridge funding for the Blue Ridge Mine has been satisfied.
Under these arrangements:
* the IDC and the DBSA will provide new senior long term loan funding of ZAR
186 million to Blue Ridge Platinum; and
* the existing long term loan of ZAR 141 million (including interest and
charges accrued) provided by the DBSA remains in place but will now rank
equally, in terms of security, with the new facility.
Furthermore, Blue Ridge Platinum has entered into an agreement with RMB to
provide a Bridge Facility of ZAR 200 million, plus raising and legal costs, to
the Blue Ridge Mine, repayable by 31 December 2009. The Bridge Facility will
accrue interest at a rate of Jibar plus six per cent. up and until 30 June
2009, escalating to Jibar plus seven per cent. thereafter. Pursuant to an
agreement entered into between RMB and Aquarius and, in exchange for a fee
payable by RMB to Aquarius, RMB shall be entitled to cede, against full payment
of the outstanding amount of the Bridge Facility, the Bridge Facility to
Aquarius upon the occurring of the earliest of the following events:
* The relevant South African competition authorities approving the
Acquisition; or
* The Acquisition terminating for whatever reason.
Should the Acquisition be successful, it is intended that the Bridge Facility
would be refinanced by Aquarius providing a long term secured facility to the
Blue Ridge Mine to the value of the outstanding balance, including accrued
interest up to that point, on the Bridge Facility.
The shareholders of Blue Ridge Platinum, being Ridge and Imbani Platinum SPV,
have further committed to provide additional equity funding to the Blue Ridge
Mine of an aggregate amount of ZAR 110 million, as and when such funding might
be called upon from the Blue Ridge Term Lenders. To the extent that Imbani
Platinum SPV is unable to contribute its proportion of such equity funding,
Aquarius has undertaken to contribute the full ZAR 110 million with a
consequent adjustment to the respective shareholdings of the partners in Blue
Ridge Platinum, on the basis prescribed by the shareholders' agreement in
relation to the Blue Ridge Mine.
Should the Acquisition not be successful, the Bridge Facility would become
repayable on its maturity date of 31 December 2009. In the event of default
under this loan, the approval of the majority of the secured lenders (measured
on the basis of outstanding debt held at the relevant time) will be required in
order for such lenders to enforce their rights against Blue Ridge Platinum
pursuant to the relevant security arrangements. In the event that the majority
consent to enforce security is not obtained, the following provisions will
apply pursuant to the terms of an agreement entered into between Ridge, Blue
Ridge Platinum, its shareholders and Aquarius:
* to the extent that Blue Ridge Platinum cannot repay the loan on or before
31 December 2009, Aquarius will grant an extension of three months (the
"First Extension Period") for the repayment of the loan, and the interest
rate payable on the loan would escalate by 300 basis points to Jibar plus
10 per cent.;
* should the Bridge Facility not be repaid within the First Extension Period,
a further extension of three months (the "Second Extension Period") will be
granted, during which period the interest rate will increase by a further
500 basis points to Jibar plus 15 per cent;
* during this Second Extension Period Aquarius can call on Ridge for the
repayment of the Bridge Facility, failing which, at the end of the Second
Extension Period, 45 days will be provided before Aquarius can convert the
accrued outstanding balance of the Bridge Facility into equity in Blue
Ridge Platinum;
* in the event that Ridge settles the Bridge Facility the amount so settled
will be recognised as an interest bearing, subordinated shareholders' loan
in Blue Ridge Platinum;
* the conversion into equity will be in accordance with the provisions set
out in the Blue Ridge shareholders' agreement and such dilution would be
exclusively at the expense of Ridge;
* for a period immediately prior to Aquarius triggering the aforementioned
conversion right, each of Imbani SPV, the IDC and the DBSA (acting
collectively) will have the right, but not the obligation, to acquire the
Bridge Facility and its concomitant entitlement in respect of the
conversion as set out above from Aquarius.
* Management, employees and locations
Aquarius recognises the strong contribution made by Ridge's management and
employees to the development of Ridge, including their achievements in bringing
the Blue Ridge Mine into production, which commenced in April 2009.
The Board of Aquarius has given the Ridge Board assurances that, following the
Scheme becoming effective, the existing contractual and statutory rights of all
management and employees of Ridge will be fully safeguarded. In addition, it
has been agreed between both Boards that all employment contracts of on-mine
employees at Ridge will be continued. Furthermore, agreement has also been
reached with respect to senior management positions within the future combined
group.
Following completion of the Acquisition, all the Ridge Directors intend to
resign.
* Ridge Share Options and Warrants
Aquarius will make appropriate proposals to holders under the Ridge Share
Schemes. Option holders will be informed of the proposals as soon as is
practicable. Options and warrants granted to each of Imbani Platinum (Pty)
Limited and Gold Mountains (H.K.) International Mining Ltd. are expected to be
treated in accordance with the provisions of the respective agreements.
* Information on Ridge
Ridge is an AIM and PLUS traded company, registered in England, focusing on
developing its prospective PGM projects in the Bushveld Complex in South
Africa. The company's two most advanced PGM projects are the 50 per cent. owned
Blue Ridge Mine on the eastern limb of the Bushveld Complex where development
commenced in January 2007 and the first shipment of concentrate was delivered
in early April 2009, and the nearby Sheba's Ridge project, a joint venture with
Anglo Platinum and the IDC where a feasibility study was completed at the end
of 2007.
* Information relating to Aquarius
Aquarius is a focused PGM producer with operations in the Bushveld Complex in
South Africa and the Great Dyke Complex in Zimbabwe. The company is engaged in
mineral exploration, mine development, concentrate production and investment.
The company's primary listing is on the Australian Securities Exchange, with
secondary listings on the London Stock Exchange and the Johannesburg Stock
Exchange, in addition to a Level 1 American Depository Receipt programme in the
United States.
* Current trading and prospects of Aquarius
In its quarterly results for the three months ended 31 March 2009, the Aquarius
Group announced production of 194,424 PGM ounces, of which 97,212 PGM ounces
are attributable to Aquarius. Due to the suspension of operations at the
Everest mine in December 2008, production in the quarter ended 31 March 2009 is
not directly comparable to previous quarters.
Aquarius' consolidated earnings for the quarter ended 31 March 2009 showed a
net profit of US$6.5 million (US 2.0 cents per share) and a cash profit of
$14.2 million. This is a significant improvement from the quarter ended 30
September 2008 and the quarter ended 31 December 2008, which recorded net
losses of US$21.5 million and US$48.5 million respectively largely as a result
of negative sales adjustments. This improved profit also benefited from reduced
operating costs and marginally higher PGM prices.
The results for the period were significantly influenced by:
* a recovery in PGM prices and a reduction in volatility over the quarter,
resulting in a US$11.8 million positive sales adjustment (pre-tax),
compared to the negative sales adjustment of US$57.1 million in the quarter
ended 31 December 2008;
* a reduction in production of PGM ounces, due to the temporary closure of
the Everest mine in December 2008;
* a reduction in unit costs per PGM ounce during the course of FY2009, both
in Rand and US dollar terms, due to increased efficiencies and US dollar
strength; and
* finance charges of US$7.9 million (pre-tax), which included interest
payments on the RMB debt facility of US$6.4 million and a non-cash
component of $1.5 million on the unwinding of the rehabilitation provision.
Since December 2008, the outlook has improved for the Aquarius Group as a
whole. PGM prices have improved from the lows experienced in the six months
ended 31 December 2008. As at 31 March 2009 platinum was trading at US$1,124
per ounce, up 24 per cent. from the closing price at 31 December 2008.
Palladium was trading at US$215 per ounce and rhodium was trading at US$1,175
per ounce on 31 March 2009. Aquarius anticipates that improvements in
production and reductions in operating costs will be achieved during the second
half of the current financial year which will help further expand margins.
Further details of Aquarius' results are contained in its announcement of its
accounts for the 3 months ended 31 March 2009, announced on 21 April 2009.
* Structure of the Acquisition, de-listing and re-registration
The Acquisition will be effected by means of a Court sanctioned Scheme of
Arrangement under Part 26 of the 2006 Act. The procedure will involve an
application by Ridge to the Court to sanction the Scheme and confirm the
cancellation of all Scheme Shares, in consideration for which Ridge
Shareholders will receive shares in Aquarius as described in paragraph 2 of
this announcement. ( In the case of Uncertificated Ridge Shareholders, it is
expected that the New Aquarius Shares will be allotted and issued to the
custodian of the Depository, for and on behalf of the Uncertificated Ridge
Shareholders and that the Depository will issue depository interests to the
Uncertificated Ridge Shareholders representing, on a one for one basis,
underlying New Aquarius Shares. Depository interests can be held or transferred
through CREST. Further information in respect of these depository interests
will be included in the Scheme Document.) In addition, the Sterling Shares will
be cancelled in accordance with their terms in consideration for payment of an
amount equal to the amount paid up or credited as paid up on them. The
implementation of the Scheme will be subject to the terms and conditions set
out in Appendix I and the full terms and conditions which will be set out in
the Scheme Document and will only become effective if, among other things, the
following events occur:
• a resolution to approve the Scheme is passed by a majority in number of the
Scheme Shareholders present and voting (and entitled to vote), either in person
or by proxy at the Court Meeting, representing 75 per cent. or more in value of
such Scheme Shareholders; and
• the Scheme is sanctioned (with or without modification) by the Court and the
Scheme becomes effective by registration of the Court Order in relation to the
cancellation of the Scheme Shares by the Registrar of Companies.
The purpose of the Scheme is for Ridge to become a wholly-owned subsidiary of
Aquarius.
It is expected that application will be made to the London Stock Exchange for
Ridge Shares to cease to be admitted to trading on AIM after the Effective
Date.
Application will be made to: (i) the UK Listing Authority for the New Aquarius
Shares to be admitted to the Official List and to the LSE for the New Aquarius
Shares to be admitted to trading on its market for listed securities; (ii) ASX
for the quotation of the New Aquarius Shares on ASX; and (iii) the JSE for the
admission to listing and trading of the New Aquarius Shares on the main board
of the JSE.
The New Aquarius Shares will be issued credited as fully paid and will rank
pari passu in all respects with existing Aquarius Shares and will be entitled
to all dividends and other distributions declared or paid by Aquarius by
reference to a record date on or after the Effective Date but not otherwise.
Aquarius reserves the right to elect to implement the acquisition of the Ridge
Shares by way of a takeover offer. In such event, it is proposed that such
Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme.
Further details of the Scheme, including an indicative timetable for its
implementation, will be contained in the Scheme Document, together with details
on how Ridge Shareholders may vote at the Scheme Meeting and General Meeting.
The Scheme Document will be posted no later than 21 days after this
announcement.
* Regulatory Clearances
The Acquisition is conditional upon, inter alia, obtaining merger control
approval from the South African Competition Authorities. It is expected that,
subject to the satisfaction or, where relevant, waiver of the terms and
conditions of the Scheme, the Scheme will become effective and the Acquisition
will complete during mid to late 2009.
* Implementation Agreement and Non-Solicitation Agreement
Aquarius and Ridge entered into the Implementation Agreement on 26 March 2009,
under the terms of which they have agreed to certain assurances and
confirmations between Aquarius and Ridge (including undertakings regarding the
conduct of the business of Ridge). The principal provisions are set out below
with further information to be included in the Scheme Document.
Inducement Fee
Ridge has agreed to pay Aquarius an inducement fee of an amount equal to one
per cent. of the value of Ridge calculated by reference to the terms of the
Acquisition as at the date of this announcement (together with any amount
payable in respect of any VAT but only to the extent that any such VAT is
recoverable by Ridge or the representative member of Ridge's VAT group) in the
following circumstances:
* the Scheme Document is not posted by Ridge within 21 days of the date of
this announcement;
* the Ridge Directors withdraw or adversely modify or qualify their
recommendation or decide not to proceed with the Scheme; or
* a Third Party Transaction is announced prior to the Acquisition lapsing or
being withdrawn, and that or another Third Party Transaction is either
recommended by the Ridge Directors and / or becomes or is declared wholly
unconditional or is completed.
Non-Solicitation Agreement
Ridge has also entered into a Non-Solicitation Agreement under which it has
undertaken not to solicit, initiate, encourage or otherwise seek to procure any
initial or further approach to or from any other person with a view to a Third
Party Transaction taking place, or entertain any approach from, or enter into
or continue discussions and / or negotiations with, another person with a view
to a Third Party Transaction taking place, save that Ridge is not prohibited
from responding to unsolicited enquiries from, or holding discussions with,
third parties to the extent that the Ridge Directors consider that they would
be in breach of their fiduciary duties not to do so.
Ridge has also agreed not to provide any information to any third parties
except as required under Rule 20.2 of the Code and to notify Aquarius of any
approach regarding a Third Party Transaction, including the material terms
thereof, and of any request for information by a third party under Rule 20.2 of
the Code.
Termination
The Implementation Agreement and Non-Solicitation Agreement will be terminated
in the following circumstances:
* if any condition becomes incapable of satisfaction or is invoked so as to
cause the Acquisition not to proceed;
* if the Scheme is not sanctioned by the Ridge Shareholders or the Court
refuses to grant either of the Court Orders;
* if the Effective Date has not occurred on or before 31 October 2009;
* by notice in writing from Aquarius to Ridge if the Ridge Directors have
withdrawn or adversely modified or qualified their recommendation to
shareholders in support of the Acquisition and either the Panel consents to
Aquarius withdrawing its offer, or a Third Party Transaction becomes or is
declared wholly unconditional or is completed; or
* if the Acquisition is implemented by way of an Offer, the Offer lapses in
accordance with its terms or is withdrawn.
* Disclosure of interests in Ridge
Save for the 217,981 Ridge Shares, representing approximately 0.24 per cent. of
Ridge's existing issued share capital, held by Peter Ledger, non-executive
director of Ridge and Aquarius Platinum (South Africa) (pty) Ltd (a
wholly-owned subsidiary of Aquarius), as at the date of this announcement
neither Aquarius, nor any of the directors of Aquarius, nor, so far as Aquarius
is aware, any person acting in concert with Aquarius, has any interest in or
right to subscribe for any relevant Ridge securities, nor has any short
positions in respect of relevant Ridge securities (whether conditional or
absolute and whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery, nor has borrowed or
lent any relevant Ridge securities (save for any borrowed shares which have
been on lent or sold).
* Overseas shareholders
The availability of the Proposals to Ridge Shareholders who are not resident in
the United Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. If you remain in any doubt, you
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.
Under the terms of the Proposals, Aquarius has reserved the right to make an
Offer for Ridge as an alternative to the Scheme. If Aquarius exercises its
right to implement the Acquisition by means of an Offer, any such Offer will be
made in compliance with applicable laws and regulations.
* General
The Acquisition is subject to the terms and conditions set out in Appendix I,
and to be set out in the Scheme Document. The Scheme Document will be posted to
Ridge Shareholders and made available, for information only, to participants in
the Ridge Share Schemes as soon as practicable and in any event within 21 days
of the date of this announcement.
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Takeover Panel, the LSE, the
UKLA, ASX and the JSE.
Save as set out in paragraph 18 above in respect of Mr Ledger, neither Aquarius
nor, so far as Aquarius is aware, any person acting in concert with Aquarius,
has any arrangement in relation to relevant Ridge securities. For these
purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating to
relevant Ridge securities which may be an inducement to deal or refrain from
dealing in such securities.
Appendix I sets out the terms and conditions of the Scheme. Appendix II sets
out the bases and sources of certain of the information contained in this
announcement. Appendix III contains the definitions of certain terms used in
this announcement.
A copy of this announcement will be available on Aquarius' website
(www.aquariusplatinum.com) and Ridge's website (www.ridgemining.com).
Enquiries:
Aquarius Ridge
In the UK & South Africa Francis Johnstone (Commercial
Director)
Nick Bias
Tel: +44 (0)20 7379 1474
Tel: +41 (0)79 888 1642
In Australia: RBC Capital Markets, financial adviser
& nominated adviser
Willi Boehm
Martin Eales or Patrick Meier
Tel: +61 (0)8 9367 5211
Tel: +44 (0)20 7029 7881
Rand Merchant Bank Conduit PR
Peter Hayward-Butt or Carel Vosloo Charlie Geller or Gareth Tredway
Tel: +27 (0)11 282 8000 Tel: +44 (0)20 7429 6604
Lazard
Peter Kiernan, Spiro Youakim or
Chris Seherr-Thoss
Tel:+44 (0)20 7187 2000
The securities mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"). The securities may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the Securities
Act. There will be no public offer of securities in the United States.
It is expected that the New Aquarius Shares will be issued in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Section 3(a)(10) thereof. This transaction has not been approved or disapproved
by the US Securities and Exchange Commission (the "Commission"), nor has the
Commission or any US state securities commission passed upon the merits or
fairness of the transaction nor upon the adequacy or accuracy of the
information contained in this document. Any representation to the contrary is a
criminal offence in the United States. The announcement has been prepared in
accordance with English law and the Code and information disclosed may not be
the same as that which would have been prepared in accordance with the laws of
jurisdictions outside England.
RMB is acting exclusively for Aquarius and no one else in connection with the
matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of RMB or
providing advice in relation to the matters referred to in this announcement.
Lazard is acting exclusively for Aquarius and no one else in connection with
the matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to clients of Lazard or
providing advice in relation to the matters referred to in this announcement.
RBC Capital Markets is acting exclusively for Ridge and no one else in
connection with the matters referred to in this announcement and will not be
responsible to any other person for providing the protections afforded to
clients of RBC Capital Markets or providing advice in relation to the matters
referred to in this announcement.
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.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to
the parties' objectives and future performance, including statements relating
to expected benefits associated with the transaction contemplated herein.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as "anticipates", "aims", "due",
"could", "may", "should", "will", "expects / expected", "believes", "intends",
"plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: regulatory approvals
required for the consummation of the transaction that may require acceptance of
conditions with potential adverse impacts; risk involving the parties' ability
to realise expected benefits associated with the transaction; the success of
Ridge's Blue Ridge Mine; and macroeconomic conditions generally affecting the
South African mining industry.
APPENDIX I
TERMS AND CONDITIONS OF THE SCHEME
The Acquisition and the Scheme will comply with the applicable rules and
regulations of the London Stock Exchange, the UK Listing Authority, ASX, the
JSE, the Panel, will be governed by English law and will be subject to the
exclusive jurisdiction of the courts of England and to the terms and conditions
set out below and to be set out in the Scheme Document.
All dates and times mentioned refer to London time.
1. The Acquisition will be conditional upon the Scheme becoming effective and
unconditional by not later than 31 October 2009 (or such lesser period as
may be required by the Panel or such later date as Aquarius and Ridge may,
with the consent of the Panel, agree and the Court may allow). The Scheme
will be conditional upon:
a. approval of the Scheme by a majority in number of the Ordinary Shareholders
entitled to vote and present and voting, either in person or by proxy, at
the Court Meeting (or at any adjournment of such meeting), representing 75
per cent. or more in value of such Ordinary Shareholders;
b. all resolution(s) in connection with or required to approve and implement
the Scheme being duly passed by the requisite majority at the General
Meeting (or at any adjournment of such meeting); and
c. the sanction of the Scheme and the confirmation of the cancellation of the
Scheme Shares by the Court (in either case, with or without modifications
on terms acceptable to Ridge and Aquarius) and the delivery of a certified
copy of the Court Orders to the Registrar of Companies in England and Wales
and the registration, in relation to the cancellation of the Scheme Shares,
of such Court Order by him.
2. In addition, subject as stated in condition 4 below, the Acquisition will
be conditional upon the following matters and, accordingly, the copies of
the Court Orders will not be delivered to the Registrar of Companies in
England and Wales and the registration of the Court Order in relation to
the cancellation of the Scheme Shares with the Registrar of Companies will
not occur unless the following conditions (as amended if appropriate) have
been satisfied or waived:
3.
a. the Acquisition is unconditionally approved by the South African
Competition Authorities in terms of the Competition Act No. 89 of 1998,
provided that in the event that the Acquisition is approved subject to
any conditions imposed by the South African Competition Authorities,
those conditions are acceptable to Aquarius as determined in its
discretion;
b. admission of the New Aquarius Shares to the Official List, in
accordance with the Listing Rules, and the admission of the New
Aquarius Shares to trading on the Main Market for listed securities in
accordance with the Admission and Disclosure Standards of the London
Stock Exchange, becoming effective or, if Aquarius so determines and
subject to the consent of the Panel (if required), the UK Listing
Authority agreeing to admit the New Aquarius Shares to the Official
List and the London Stock Exchange agreeing to admit such shares to
trading on its Main Market for listed securities subject only to (i)
the allotment of such shares and/or (ii) the Acquisition becoming
effective;
c. ASX agreeing to grant official quotation of the New Aquarius Shares on
the ASX (subject only to allotment of such shares and the satisfaction
of customary pre-quotation listing conditions imposed by ASX within the
control of Aquarius);
d. the JSE granting permission or agreeing to grant permission for the
listing of the New Aquarius Shares on the main board of the JSE;
e. no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution or agency
(including any trade agency) or any court or other body (including any
professional or environmental body) or person in any relevant
jurisdiction (each a "Relevant Authority") having decided to take,
instituted, implemented or threatened any action, proceeding, suit,
investigation, enquiry or reference or enacted, made or proposed and
there not continuing to be outstanding any statute, regulation, order
or decision that would or might be reasonably expected to:
f.
i. make the Acquisition or its implementation or the acquisition of
any shares in, or control of, Ridge by any member of the Wider
Aquarius Group void, unenforceable or illegal under the laws of any
relevant jurisdiction or directly or indirectly prohibit or
otherwise materially restrict, prevent or delay or interfere with
the implementation of, or impose additional material conditions or
obligations with respect to, or otherwise challenge or materially
interfere with the Acquisition or the acquisition of any shares in,
or control of, Ridge by any member of the Wider Aquarius Group;
ii. require the divestiture by any member of the Wider Aquarius Group
or by any member of the Wider Ridge Group of all or any part of
their respective businesses, assets or properties or impose any
limitation on their ability to conduct all or any part of their
respective businesses and to own or control any of their respective
assets or properties;
iii. impose any limitation on, or result in any delay in, the ability
of any member of the Wider Aquarius Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of
ownership of shares or other securities (or the equivalent) in, or
to exercise voting or management control over, any member of the
Wider Ridge Group or on the ability of any member of the Wider
Ridge Group to hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares or other
securities (or the equivalent) in, or to exercise management
control over, any other member of the Wider Ridge Group;
iv. require any member of the Wider Aquarius Group or of the Wider
Ridge Group to acquire or offer to acquire any shares or other
securities (or the equivalent) in any member of the Wider Ridge
Group or any asset owned by any third party (other than the
acquisition of Ridge Shares in the implementation of the
Acquisition);
v. impose any limitation on the ability of any member of the Wider
Aquarius Group or the Wider Ridge Group to conduct its business in
any material respect; or
vi. otherwise materially and adversely affect any or all of the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Aquarius Group or of the Wider
Ridge Group,
and all applicable waiting and other time periods during which any such
Relevant Authority could decide to take, institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the Acquisition or
the proposed acquisition of any shares in Ridge having expired, lapsed or been
terminated;
a.
i. all necessary notifications, filings or applications having been made
in connection with the Acquisition;
ii. all statutory or regulatory obligations in any jurisdiction having been
complied with and all applicable waiting periods (including any
extensions thereof) under any applicable legislation or regulation of
any relevant jurisdiction having expired, lapsed or been terminated in
each case in respect of the Acquisition or the acquisition by any
member of the Wider Aquarius Group of any shares in, or control of,
Ridge and, save as Disclosed, all other necessary statutory or
regulatory obligations in any relevant jurisdiction having been
complied with by the Wider Ridge Group;
iii. all authorisations, orders, grants, recognitions, confirmations,
licences, consents, clearances, permissions and approvals (together
"Authorisations") reasonably necessary for the implementation of the
Acquisition having been obtained in terms and in a form reasonably
satisfactory to Aquarius from appropriate Relevant Authorities or from
any persons or bodies with whom any member of the Wider Ridge Group has
entered into contractual arrangements; and
iv. such Authorisations together with all material Authorisations necessary
for any member of the Wider Ridge Group to carry on its business
remaining in full force and effect and no notice of any intention to
revoke, suspend, restrict or modify or not to renew any of the same
having been made at the time at which the Scheme becomes effective;
g. save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Ridge
Group is a party or by or to which any such member or any of its assets is
or may be bound, entitled or subject which, as a result of the making or
implementation of the Acquisition or the acquisition or proposed
acquisition by any member of the Wider Aquarius Group of any shares in, or
change in the control or management of, Ridge or otherwise, would or might
reasonably be expected to result in, to an extent which is or would be
material, any of the following:
h.
i. any monies borrowed by or any other indebtedness (actual or contingent)
of any such member of the Wider Ridge Group becoming repayable or
capable of being declared repayable immediately or earlier than the
stated repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or becoming capable
of being withdrawn or inhibited;
ii. the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets
of any such member of the Wider Ridge Group or any such security
interest (whenever arising or having arisen) becoming enforceable;
iii. any assets or interest of, or any asset the use of which is enjoyed
by, any such member of the Wider Ridge Group being or falling to be
disposed of or charged or any right arising under which any such asset
or interest could be required to be disposed of or charged or could
cease to be available to any member of the Wider Ridge Group;
iv. the interest or business of any such member of the Wider Ridge Group in
or with any other person, firm or company (or any agreements or
arrangements relating to such interest or business) being terminated or
adversely affected;
v. any such member of the Wider Ridge Group ceasing to be able to carry on
business under any name under which it presently does so;
vi. the value of any such member of the Wider Ridge Group or its financial
or trading position or prospects being prejudiced or adversely
affected;
vii. any liability of any member of the Wider Ridge Group to make any
severance, termination, bonus or other payment to any of the directors
or the officers;
viii. any such agreement, arrangement, licence or other instrument or the
rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or any onerous
obligation arising or any adverse action being taken or any obligation
or liability arising thereunder; or
ix. the creation of any liabilities (actual or contingent) by any such
member of the Wider Ridge Group;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Ridge Group is a party or by or to which any such member or any of its
assets may be bound or be subject, could reasonably be expected to result in
any of the events or circumstances as are referred to in subparagraphs (i) to
(ix) of this condition (g) in any case which is or would be material;
1.
h. except as Disclosed, no member of the Wider Ridge Group having since 31
December 2008:
i.
i. save as between Ridge and wholly-owned subsidiaries of Ridge and
save for Scheme Shares issued pursuant to the Ridge Share Schemes
or options granted or awards of shares thereunder, issued or agreed
to issue or authorised the issue or grant of additional shares of
any class, or securities, or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares or convertible securities;
ii. recommended, declared, paid or made any bonus issue, dividend or
other distribution, whether payable in cash or otherwise, other
than a distribution by any wholly-owned subsidiary of Ridge to
Ridge or another wholly-owned subsidiary of Ridge;
iii. save for intra-Ridge Group transactions, implemented or authorised
any merger or demerger or other than in the ordinary course of
business, acquired or disposed of or transferred, mortgaged or
charged, or created any other security interest over, any material
asset or any right, title or interest in any material asset or
authorised, proposed or announced its intention to propose the
same;
iv. implemented or authorised any material reconstruction,
amalgamation, scheme or other transaction or arrangement;
v. save as between Ridge and wholly-owned subsidiaries of Ridge,
purchased, redeemed or repaid any of its own shares or other
securities or reduced or, save in respect of the matters referred
to in sub-paragraph (i) above, made or authorised any other change
in its share capital;
vi. issued or authorised the issue of any debentures or save for
intra-Ridge Group transactions and other than in the ordinary
course of business made or authorised any change in its loan
capital or incurred or increased any indebtedness or liability
(actual or contingent) or proposed to do any of the foregoing;
vii. entered into, varied or terminated, or authorised the entry into,
variation or termination of, any contract, transaction, commitment
or arrangement (whether in respect of capital expenditure or
otherwise), otherwise than in the ordinary course of business,
which is of a long term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of a nature or
magnitude which is, in any such case, material;
viii. save as between Ridge and wholly-owned subsidiaries of Ridge,
entered into any contract, commitment or arrangement which would be
restrictive on the business of the Wider Ridge Group other than to
a nature and extent which is normal in the context of the business
concerned;
ix. been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
x. other than in respect of a company which is dormant and was solvent
at the relevant time, taken any corporate action or had any steps
taken or legal proceedings started or threatened against it or
petition presented or order made for its winding-up (voluntary or
otherwise), dissolution or reorganisation (or for any analogous
proceedings or steps in any jurisdiction) or for the appointment of
a receiver, administrator, administrative receiver, trustee or
similar officer (or for the appointment of any analogous person in
any jurisdiction) of all or any of its assets and revenues;
xi. save as between Ridge and wholly-owned subsidiaries of Ridge,
waived, compromised or settled any material claim;
xii. entered into or varied the terms of any service agreement or
arrangement with any senior executive of Ridge or any member of the
Wider Ridge Group which is material in the context of the business
of any member of the Wider Ridge Group or entered into or varied
the terms of any service agreement or arrangement with any director
of any member of the Wider Ridge Group;
xiii. made or agreed or consented to (other than in connection with the
Scheme) any alteration to its memorandum or articles of association
or other incorporation documents;
xiv. modified or agreed to modify the terms of any of the Ridge Share
Schemes;
xv. made or consented to any change to the terms of the trust deeds or
rules constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the
benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual
or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to, any change to the trustees in each case where the
consequence would be material;
xvi. proposed, agreed to provide or modified in any respect the terms
of any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by the Wider Ridge Group to the extent material; or
xvii. entered into any contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any intention
to effect or propose, any of the transactions, matters or events
referred to in this condition (h) and which is material;
i. save as Disclosed, since 31 December 2008:
j.
i. no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Ridge Group;
ii. no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of
the Wider Ridge Group or to which any member of the Wider Ridge
Group is or may become a party (whether as plaintiff or defendant
or otherwise) and no enquiry or investigation by or complaint or
reference to any Relevant Authority or other investigative body
against or in respect of any member of the Wider Ridge Group having
been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Ridge Group which, in any such case, would or might reasonably be
expected to be materially adverse;
iii. no contingent or other liability having arisen which would or
might reasonably be expected to materially adversely affect the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Ridge Group which is material;
and
iv. no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination
or modification of any licence held by any member of the Wider
Ridge Group, which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or
modification of which is material;
j. Aquarius not having discovered:
k.
i. save as Disclosed that any financial, business or other information
concerning the Wider Ridge Group publicly disclosed at any time by
any member of the Wider Ridge Group is materially misleading,
contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not
materially misleading;
ii. save as Disclosed that any member of the Wider Ridge Group or any
partnership, company or other entity in which any member of the
Wider Ridge Group has a significant economic interest and which is
not a subsidiary undertaking of Ridge is subject to any material
liability, contingent or otherwise, which is not disclosed in the
annual report and accounts of Ridge for the year ended 31 December
2008;
iii. save as Disclosed that any past or present member of the Wider
Ridge Group has failed to comply with any applicable legislation or
the regulations of any jurisdiction or any notice or requirement of
any Relevant Authority with regard to the use, storage, treatment,
transport, handling, disposal, discharge, spillage, release, leak
or emission of any waste or hazardous or harmful substance or any
substance likely to impair the environment or harm human or animal
health or otherwise relating to environmental matters or human
health or that there has otherwise been any such use, storage,
treatment, transport, handling, disposal, discharge, spillage,
release, leak or emission (whether or not the same constituted
non-compliance by any person with any such legislation or
regulation, and whenever or wherever the same may have taken
place), any of which non-compliance would be likely to give rise to
any liability (whether actual or contingent) or cost on the part of
any member of the Wider Ridge Group which, in each case, is
material;
iv. save as Disclosed that there is or is likely to be any material
obligation or liability (whether actual or contingent) of any
member of the Wider Ridge Group to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated
or made use of or controlled by any past or present member of the
Wider Ridge Group under any environmental legislation, regulation,
notice, circular, order or other requirement of any Relevant
Authority in any jurisdiction; or
v. any information which affects the import of any information
disclosed to Aquarius at any time by or on behalf of the Wider
Ridge Group and which is material.
3. Aquarius reserves the right to waive all or any of conditions 2(a) to (j)
inclusive, in whole or in part. Aquarius shall be under no obligation to
waive or treat as fulfilled any of conditions 2(a) to (j) inclusive by a
date earlier than the date specified in condition 1 above for the
fulfilment thereof notwithstanding that the other conditions of the
Acquisition may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
4. If Aquarius is required by the Takeover Panel to make an offer for any
Ridge Shares under Rule 9 of the Takeover Code, Aquarius may make such
alterations to the above conditions as are necessary to comply with that
Rule.
5. The Acquisition will lapse and the Scheme will not proceed (unless the
Takeover Panel otherwise consents) if the acquisition of Ridge is referred
to the Competition Commission before the date of the Court Meeting.
6. Aquarius reserves the right to elect to implement the Acquisition by way of
an Offer. In such event, such Offer will be implemented on the same terms
(subject to appropriate amendments, including (without limitation) an
acceptance condition set at 90 per cent. (or such lesser percentage as
Aquarius may, subject to compliance with the Takeover Code, decide) of the
shares to which such offer relates and of the voting rights carried by
those shares), so far as applicable, as those which would apply to the
Scheme.
7. If the Scheme is effected Scheme Shareholders will be deemed to have
confirmed to the Company that the Scheme Shares held by them are fully paid
and free from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and any other rights and interests of any nature whatsoever.
8. For the purpose of these conditions:
9.
"Disclosed"
means disclosed in:
(i) any public announcement by Ridge to
a Regulatory Information Service on or
before 6.00pm on 25 March 2009 or
(ii) the report and accounts of Ridge
for the financial year ended 31
December 2008;
"FSA" means the UK Financial Services
Authority acting in its capacity as
competent authority for the purposes of
Part VI of the FSMA and in the exercise
of its functions in respect of the
admission of securities to the Official
List otherwise than in accordance with
Part II of the FSMA;
"FSMA" means the UK Financial Services and
Markets Act 2000, as amended (including
any regulations made pursuant thereto);
"Main Market" means the main market of the London
Stock Exchange;
"subsidiary undertaking", "subsidiary" have the meanings given by the 2006
"associated undertaking" and Act;
"undertaking"
"Wider Aquarius Group" means Aquarius, its subsidiaries,
subsidiary undertakings and associated
undertakings and any other body
corporate, partnership, joint venture
or person in which Aquarius and such
undertakings (aggregating their
interests) have a direct or indirect
interest of 20 per cent. or more of the
voting or equity capital or the
equivalent; and
"Wider Ridge Group" means Ridge, its subsidiaries,
subsidiary undertakings and associated
undertakings and any other body
corporate, partnership, joint venture
or person in which Ridge and such
undertakings (aggregating their
interests) have a direct or indirect
interest of 20 per cent. or more of the
voting or equity capital or the
equivalent.
APPENDIX II
BASES AND SOURCES
* The value of Ridge of £96 million as implied by the Price is based upon the
present number of Ridge Shares in issue of 92,065,533. The value of Ridge
of £136 million as implied by the Price is based upon a number of Ridge
Shares of 129,868,033, which includes 92,065,533 Ridge Shares in issue on
22 May 2009 (excluding those held in treasury), and assumes that all the
options and warrants over Ridge Shares that are in the money at the Price
were exercised. In the event that all the options and warrants over Ridge
Shares that are in the money at the Price were exercised, there would also
be an additional cash inflow of £25 million into Ridge.
* The ownership of the Ridge Shareholders in the enlarged issued share
capital is based upon the number of outstanding Aquarius Shares in issue
post the Equity Capital Raising and the Convertible Bond Issue of
414,917,371.
* The premia implied by the Price have been calculated based on closing Ridge
Share prices supplied by Datastream.
* Unless otherwise stated, the financial information relating to Aquarius and
Ridge has been extracted without material adjustment from the respective
published audited reports and accounts for the relevant periods.
* The GBP-ZAR exchange rate of 13.218 is based on the spot exchange rate as
at 22 May 2009.
* The US Dollar-ZAR exchange rate of 8.305 is based on the spot exchange rate
as at 22 May 2009.
* The GBP-US Dollar exchange rate of 1.592 is based on the spot exchange rate
as at 22 May 2009.
* The Sheba's Ridge ounces have been based on 3E (Pt, Pd, Au) as defined in
the JORC compliant Reserve and Resource statement, audited by SRK
Consulting. All mineral resource and mineral reserve estimates for Aquarius
mines have been audited by an independent Competent Person: F.H. (Ina)
Cilliers (M.Sc, Pr. Sci. Nat. 400032/02, GSSA 965781) of Mercilheim
Geological Services. Ina Cilliers has 21 years' experience in the mining
industry, of which 12 years have been in platinum mining.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context requires otherwise.
"1985 Act" the Companies act 1985 (as amended)
"2006 Act" the Companies Act 2006
"Acquisition" the acquisition of the entire issued
and to be issued share capital of
Ridge, and for the avoidance of doubt
includes an acquisition by way of the
Scheme or by way of an Offer
"Acts" together the 1985 Act and the 2006 Act
"AIM" the AIM market of the London Stock
Exchange
"American Depository Receipt" certificate issued by US banks to
facilitate trading for US shareholders
in the shares of non-US companies
"Aquarius" Aquarius Platinum Limited
"Aquarius Group" Aquarius and its subsidiaries,
subsidiary undertakings, associated
undertakings and any other
undertakings in which Aquarius and/or
such subsidiaries or undertakings
(aggregating their interests) have a
substantial interest
"Aquarius Shareholders" or holders of Aquarius Shares
"Shareholders"
"Aquarius Shares" ordinary shares of Aquarius with
US$0.05 par value in issue
"Australia" the commonwealth of Australia, its
territories and possessions and all
areas subject to its jurisdiction and
all political sub divisions thereof
"Australian Securities Exchange" or Australian Securities Exchange (ASX)
"ASX" Limited, or the stock exchange
conducted by ASX Limited, as the
context requires
"Blue Ridge Mine" the PGM mine owned by Blue Ridge
Platinum Pty Limited, of which Ridge
owns 50 per cent.
"Blue Ridge Platinum" Blue Ridge Platinum (Pty) Limited
"Blue Ridge Term Lenders" the IDC and the DBSA
"Bridge Facility" the senior secured bridge funding
facility of ZAR 200 million, plus
raising and legal costs, entered into
on 13 May 2009 by Blue Ridge Platinum
with RMB, repayable by 31 December
2009
"Business Day" a day on which the London Stock
Exchange is open for the transaction
of business
"Capital Raising Prospectus" the prospectus relating to Aquarius
and the Equity Capital Raising
prepared in accordance with the
Prospectus Rules and Listing Rules
made under Part VI of the Financial
Services and Markets Act 2000
"City Code", "Takeover Code" or "Code" the City Code on Takeovers and Mergers
"Competition Commission" the body corporate known as the
Competition Commission as established
under section 45 of the UK Competition
Act 1998, as amended
"Convertible Bond Issue" the issue of floating rate senior
secured convertible registered bonds
by Aquarius to raise ZAR 650,000,000,
announced on 26 March 2009
"Court" the High Court of Justice in England
and Wales
"Court Meeting" the meeting (including any adjournment
thereof) of the Ridge Shareholders (or
the relevant class or classes thereof)
convened under an order of the Court
under Section 896 of the 2006 Act for
the purposes of considering and, if
thought fit, approving the Scheme
(with or without amendment)
"Court Order" or "Court Orders" the order or orders of the Court
sanctioning the Scheme and confirming
the cancellation of the Scheme Shares
and the cancellation of the Sterling
Shares
"CREST" the relevant system (as defined in the
CREST Regulations) of which Euroclear
is the Operator (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)
"DBSA" the Development Bank of Southern
Africa Limited reconstituted and
incorporated in accordance with
Section 2 of the Development Bank of
Southern Africa Act 13 of 1997
"Depository" Computershare Investor Services PLC
"Effective Date" the date on which the Scheme becomes
effective by registration of the Court
Order in relation to the cancellation
of the Scheme Shares by the Registrar
of Companies or, if Aquarius elects to
implement the Acquisition by way of
the Offer, such Offer becoming or
being declared unconditional in all
respects
"Equity Capital Raising" or "Capital the equity raising by Aquarius
Raising" through: (i) the placing of new
Aquarius Shares; and (ii) the issue of
rights over new Aquarius Shares, which
together raised US$191 million of new
equity capital, announced on 26 March
2009
"First Extension Period" the extension period of three months,
granted by Aquarius, for the repayment
of the Bridge Facility in the event
that Blue Ridge Platinum cannot repay
the loan on or before 31 December 2009
"General Meeting" the general meeting of the Ridge
Shareholders to be convened in
connection with the Scheme
"GMT" Greenwich Mean Time
"IDC" the Industrial Development Corporation
of South Africa Limited, a body
corporate created under Section 2 of
the Industrial Development Act, No 22
of 1940
"Imbani Platinum SPV" Imbani Platinum SPV (Pty) Limited
"Implementation Agreement" the agreement between Ridge and
Aquarius dated 26 March 2009 relating
to, amongst other things, the
implementation of the Scheme, further
details of which are set out in
paragraph 17 of this announcement
"Independent Ridge Directors" the directors of Ridge from time to
time, excluding Peter Ledger,
non-executive director of Ridge and
Aquarius Platinum (South Africa) (pty)
Ltd (a wholly-owned subsidiary of
Aquarius)
"Johannesburg Stock Exchange" or "JSE" JSE Limited, a public company
incorporated with limited liability
under the laws of the Republic of
South Africa, with registration number
2005/022939/06 and licensed as an
exchange under the South African
Securities Services Act, No 36 of
2004, as amended, often referred to as
the ``Johannesburg Stock Exchange''
"Lazard" Lazard & Co., Limited
"London Stock Exchange" or "LSE" London Stock Exchange plc or its
successor
"New Aquarius Shares" the Aquarius Shares proposed to be
issued (or delivered in full or in
part from treasury stock) and credited
as fully paid pursuant to the
Acquisition
"Non-Solicitation Agreement" the agreement between Ridge and
Aquarius dated 10 March 2009 relating
to, amongst other things, restrictions
on Ridge soliciting any person with a
view to a Third Party Transaction
taking place, further details of which
are set out in paragraph 17 of this
announcement
"Offer" should Aquarius elect to effect the
Acquisition by way of a takeover
offer, the offer to be made by or on
behalf of Aquarius for all of the
Ridge Shares on the terms and subject
to the conditions to be set out in the
related Offer Document and form of
acceptance including, where the
context requires, any subsequent
revision, variation, extension or
renewal thereof
"Offer Document" should Aquarius elect to effect the
Acquisition by way of a takeover
offer, the document which would be
dispatched by Aquarius to the Aquarius
Shareholders with respect to such
Offer
"Official List" the official list of the UK Listing
Authority
"Panel" or "Takeover Panel" the UK Panel on Takeovers and Mergers
"PGM" Platinum Group Metals, including the
four elements: platinum, palladium,
rhodium and gold
"PLUS" PLUS Markets plc, a small & mid-cap
stock exchange in London
"Pre-Conditions" (i) the Equity Capital Raising and the
Convertible Bond Issue becoming wholly
unconditional and completing and
Aquarius receiving not less than
US$185 million in immediately
available cleared funds pursuant
thereto; and
(ii) 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
"Price" the amount of 104.4 pence for each
Ridge Share, based on 287 pence per
Aquarius Share, being the closing
price on the London Stock Exchange on
22 May 2009, the last practicable date
prior to this announcement
"Proposals" the proposed acquisition of the Ridge
Shares by Aquarius to be effected by
means of the Scheme (or, should
Aquarius so elect, by means of an
Offer)
"Rand Merchant Bank" or "RMB" Rand Merchant Bank, a division of
FirstRand Bank Limited
"RBC Capital Markets" a trading name of Royal Bank of Canada
Europe Limited
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Ridge" Ridge Mining plc, a company
incorporated in England and Wales with
registration number 354005
"Ridge Board" the board of directors of Ridge
"Ridge Directors" the directors of Ridge from time to
time
"Ridge Shareholders" or "Shareholders" holders of Ridge Shares
"Ridge Share Schemes" the Cluff (Ridge) Mining Limited
Approved Share Option Scheme 1999, the
Cluff (Ridge) Mining Limited Executive
Share Option Scheme 1999
(incorporating the Unapproved Scheme),
the TAW Share Option Scheme 2001, the
Ridge Mining General Share Option Plan
2004, the Ridge Mining Employee Share
Option Plan 2004 (Non-EMI), the Ridge
Mining Employee Share Option Plan 2004
(EMI), the Ridge Executives' Deferred
Bonus Plan 2007 and the Ridge Employee
Incentive Plan
"Ridge Shares" ordinary shares of Ridge with US$0.05
par value in issue
"Scheme" or "Scheme of Arrangement" the Scheme of Arrangement proposed to
be made under Part 26 of the 2006 Act
between Ridge and Ridge Shareholders,
to be set out in full in the Scheme
Document, with or subject to any
modification, addition or condition
approved or imposed by the Court
"Scheme Document" the circular in respect of the Scheme
to be despatched to Ridge Shareholders
and others, setting out amongst other
things, the full terms and conditions
to implementation of the Scheme as
well as the Scheme itself and the
notice of meeting of each of the Court
Meeting and the General Meeting
"Scheme Record Date" means 6.00pm (London time) on the
Business Day immediately preceding the
Effective Date
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" all Ridge Shares which are (i) in
issue at the date of the Scheme
Document; (ii) (if any) issued after
the date of the Scheme Document and
before the Voting Record Time; or
(iii) (if any) issued on or after the
Voting Record Time, on terms that the
holder thereof shall be bound by the
Scheme, or in respect of which the
original or any subsequent holder
thereof agrees in writing to be bound
by the Scheme
"Second Extension Period" the further extension period of three
months after the First Extension
Period, granted by Aquarius, for the
repayment of the Bridge Facility in
the event that Blue Ridge Platinum
cannot repay the Bridge Facility
within the First Extension Period
"Securities Act" the United States Securities Act of
1933 as amended and the rules and
regulations promulgated thereunder
"Sterling Shares" the 50,000 non-voting non-dividend
bearing shares of £1 each in the
capital of Ridge, each of which is 25
per cent. paid up
"South African Competition the South African Competition
Authorities" Commission, the Competition Tribunal
and the Competition Appeal Court
established in terms of sections 19,
26 and 36 respectively of the
Competition Act No. 89 of 1998
"Third Party Transaction" (i) any offer (construed in accordance
with the Code and whether or not
subject to pre-conditions), possible
offer, proposal or indication of
interest from, or on behalf of, any
person other than Aquarius or any
person acting in concert with
Aquarius, with a view to such person,
directly or indirectly, acquiring (in
one transaction or a series of
transactions) 30 per cent. or more of
the issued share capital of Ridge or a
material part of Ridge's business or
assets; or (ii) the entering into, by
any member of Ridge's group, of any
transaction or series of transactions
howsoever implemented that would be
reasonably likely to preclude, impede,
delay or prejudice the implementation
of the Acquisition
"UK Listing Authority" or "UKLA" the Financial Services Authority in
its capacity as the competent
authority for listing in the United
Kingdom under Part VI of the Financial
Services and Markets Act 2000
"Uncertificated Ridge Shareholders" Scheme Shareholders whose Scheme
Shares are held in stock accounts in
CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"VAT" value added tax in the UK including
any similar tax which may be imposed
in place thereof in the UK from time
to time
"Voting Record Time" the time and date specified in the
Scheme Document by reference to which
entitlement to vote on the Scheme will
be determined, expected to be 6.00
p.m. (GMT) on the day which is two
days before the date of the Court
Meeting or, if the Court Meeting is
adjourned, 6.00 p.m. on the day which
is two days before the date of such
adjourned Court Meeting
"£","GBP", "sterling" and "pence" the lawful currency of the UK
"$", "US$", "USD" and "US dollars" United States dollars, the lawful
currency of the United States
"ZAR", "Rand" and "South African Rand" the lawful currency of South Africa
For the purposes of this announcement "holding company", "subsidiary" and
"subsidiary undertaking" will have the respective meanings given to them in the
1985 Act or the 2006 Act, as applicable.