Aquarius Platinum Final Results re Tender Offer
15 May 2014 - 8:25PM
UK Regulatory
TIDMAQP
AQUARIUS PLATINUM LIMITED
ASX, LSE & JSE
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR
RESIDENT IN ITALY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT.
15 May 2014
AQUARIUS PLATINUM LIMITED (THE "COMPANY") ANNOUNCES FINAL RESULTS OF
INVITATIONS TO HOLDERS OF CERTAIN CONVERTIBLE BONDS
On 7 April 2014, the Company invited holders of its outstanding Convertible
Bonds described below (the "Securities") to tender the outstanding Securities
for repurchase by the Company (the "Tender Offer") on the terms of, and subject
to the conditions contained in, the tender offer memorandum dated 7 April 2014
(the "Tender Offer Memorandum") prepared by the Company.
Capitalised terms used in this announcement shall have the meaning given to
them in the Tender Offer Memorandum unless defined otherwise herein. All
references to times in this announcement are to London time.
Further to its announcement of indicative results in relation to the Tender
Offer on 14 April 2014, the Company hereby announces (A) that the Funding
Condition has been satisfied and (B) that the Company will accept for
repurchase Securities validly tendered pursuant to the Tender Offer (which
include an aggregate principal amount of Investec's Locked-Up Securities of
U.S.$70,000,000) in full without pro-ration, in an aggregate principal amount
equal to the Acceptance Amount set out below.
Description of Common code/ Repurchase Aggregate Acceptance Pro-ration Aggregate
the Securities ISIN Price principal amount Amount factor principal amount
of Securities outstanding
tendered following
completion of
the Tender Offer
U.S.$300,000,000 047048206/ U.S.$92,000 U.S.$172,600,000 U.S.$172,600,000 N.A. U.S.$125,400,000
4.00 per cent. XS0470482067 per
Convertible U.S.$100,000
Bonds due 2015 in principal
amount of
Securities
The Repurchase Price, together with Accrued Interest, will be paid to
Securityholders whose Securities have been accepted for repurchase by the
Company on the Settlement Date. Settlement is expected to be on Wednesday, 21
May 2014.
Unless stated otherwise, all announcements made by the Company in relation to
the Tender Offer will be made public through the Notifying News Service(s),
through the Clearing Systems for communication to Direct Participants, via an
RIS announcement, by publication on the website of the Australian Securities
Exchange and via a SENS announcement. Copies of all announcements, notices and
press releases can also be obtained from the Tender Agent, the contact details
for which are set out below. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Securityholders are urged to
contact the Tender Agent for the relevant announcements during the course of
the Tender Offer. In addition, Securityholders may contact the Dealer Managers
for information using the contact details set out below.
Requests for information in connection with the Tender Offer may be directed to
the Dealer Managers:
THE DEALER MANAGERS
Morgan Stanley & Co. International plc Rand Merchant Bank, a division of
25 Cabot Square FirstRand Bank Limited (London
Canary Wharf Branch)
London E14 4QA 2 - 6 Austin Friars
United Kingdom London EC2N 2HD
United Kingdom
For information by telephone:
+44 (0) 207 677 5040 For information by telephone:
+44 (0) 207 939 1777
Email:
liabilitymanagementeurope@morganstanley.com Email: martin.richardson@rmb.co.uk
Requests for information in relation to the procedures for tendering Securities
in, and for any documents or materials relating to, the Tender Offer should be
directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Victor Parzyjagla / David Shilson
Email: aqp@lucid-is.com
Disclaimer This announcement must be read in conjunction with the Tender Offer
Memorandum. If any Securityholder is in any doubt as to the action it should
take, it is recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
This announcement and/or the Tender Offer Memorandum do not constitute an
invitation to participate in the Tender Offer in any jurisdiction in which, or
to any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws. The
distribution of this announcement and/or the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement or the Tender Offer Memorandum come are required by the Company,
the Dealer Managers and the Tender Agent to inform themselves about and to
observe any such restrictions. None of the Dealer Managers, the Tender Agent or
the Company or any of their respective directors, employees or affiliates makes
any recommendation whether Securityholders should participate in the Tender
Offer or refrain from taking any action in the Tender Offer with respect to any
Securities, and none of them has authorised any person to make any such
recommendation. The Dealer Managers and the Tender Agent (and their respective
directors, employees and affiliates) make no representations or recommendations
whatsoever regarding this announcement, the Tender Offer Memorandum or the
Tender Offer. The Tender Agent is the agent of the Company and owes no duty to
any Securityholder.
REGISTERED OFFICE
Aquarius Platinum Limited ? Clarendon House ? 2 Church Street ? Hamilton HMCX
Bermuda
Email: info@aquariusplatinum.com
Telephone: +61 8 9367 5211
END
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