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
18 June 2009
Update on the all share offer by Aquarius Platinum Limited
("Aquarius") for Ridge Mining plc ("Ridge")
Aquarius wishes to confirm that, following the announcement released on 26 May
2009 and 27 May 2009, regarding an all share offer by Aquarius for Ridge (the
"Transaction"), that all pre-conditions to the Transaction have been satisfied,
and that the South African Competition Tribunal has unconditionally approved
the Transaction. Subsequently the circular to Ridge shareholders to implement
the Transaction, which is to be implemented pursuant to a scheme of arrangement
(the "Scheme"), was posted to Ridge shareholders on 11 June 2009.
The Transaction is subject to various conditions including in particular (i)
the approval of Ridge shareholders, which is being sought at the shareholder
meetings on 6 July 2009, and (ii) the approval of the Court, which is being
sought on 27 July 2009.
Aquarius has received irrevocable undertakings to vote in favour of the
Transaction and the Scheme representing, in aggregate, 32.7 per cent. of
Ridge's issued ordinary share capital, received from the Ridge Directors and
the two largest Ridge Shareholders, Gold Mountains (H.K.) International Mining
Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd) and
Blackrock Investment Management (UK) Ltd.
Subject to the satisfaction of the conditions and based on the expected
timetable of principal events, the Scheme is expected to become effective on 30
July 2009. For reference the expected timetable of principal events is set out
below.
Expected timetable of principal events
The following times and dates are indicative only and will depend, amongst
other things, on the dates upon which the Court sanctions the Scheme and
confirms the associated cancellation of Ridge shares and whether the conditions
are either satisfied or, if capable of waiver, waived.
Court meeting of Ridge shareholders 11.00 a.m. on 6 July 2009
Extraordinary general meeting of Ridge 11.15 a.m. on 6 July 2009
shareholders
Court hearing to sanction the Scheme 27 July 2009
Last day of dealings in, and for 28 July 2009
registration of transfers of, and
disablement in CREST of, Ridge shares
Suspension of trading and dealings in 4.30 p.m. on 28 July 2009
Ridge shares
Court hearing to confirm cancellation of 29 July 2009
Ridge shares
Effective date of Scheme 30 July 2009
Cancellation of admission of Ridge shares 8.00 a.m. on 30 July 2009
to trading on AIM
Dealings in new Aquarius shares commence 8.00 a.m. on 30 July 2009
on the London Stock Exchange
Expected credit of new Aquarius depositary 8.00 a.m. on 30 July 2009
interests in CREST to previously
uncertificated holders of Ridge shares
Latest date for dispatch of certificates 13 August 2009
in respect of new Aquarius shares to
previously certificated holders of Ridge
shares
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:
Willi Boehm
Tel: +61 (0)8 9367 5211
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.
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) and Ridge's website ( www.ridgemining.com).
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