/NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES/
TORONTO, May 5 /CNW/ - Platmin Limited (TSX/AIM: PPN; JSE: PLN) today announced that, following a marketing period, it has agreed to issue 205,761,317 new common shares at a price of US$1.215 per common share for total consideration of US$250,000,000. An aggregate of 95,358,025 common shares are being underwritten by RBC Capital Markets and Investec Bank Limited for gross proceeds of US$115,860,000, with the balance of US$134,140,000 to be acquired directly from Platmin by Ridgewood Investments (Mauritius) Pte Ltd ("Ridgewood"), an indirect subsidiary of Temasek Holdings (Private) Limited ("Temasek"), Algemene Pensioen Groep N.V. ("APG"), and Platmin's largest shareholder, Pallinghurst Investor Consortium (Lux) S.a.r.l ("Pallinghurst"). Platmin has today filed a final short form prospectus in Canada in connection with the offering. The offering of common shares is expected to close on 13th May, 2010, and remains subject to customary closing conditions.
As part of the funds-raising process US$135 million of convertible debentures have been placed. Pallinghurst has subscribed for US$30 million of convertible debentures, as announced on 29th March, 2010. Pallinghurst's subscription is on the same terms as that of Ridgewood, which subscribed for US$100 million. Investec Bank Limited has also subscribed for US$5 million of convertible debentures. The convertible debenture private placement is expected to close on 13th May, 2010.
The total funding from the prospectus offering and private placement is US$385 million.
Platmin Chairman, Brian Gilbertson, commented: "During our recent funds-raising initiative we found strong support from our existing and new shareholders for the PGM sector in general, and our initiatives in particular. The conclusion of that process leaves Platmin in a strong financial position, well-placed to complete the development of the flagship Pilanesberg Platinum Mine, and to support any development initiatives in the region, particularly of near-surface, low-cost projects."
Platmin explores for and develops and operates platinum group metals ("PGM") deposits in South Africa. The company's principal current focus is the Pilanesberg Platinum Mine, which is building up to full production. In addition, it holds platinum interests on the eastern limb of the Bushveld Complex. Platmin's long term goal is to become a significant producer of PGMs.
About Temasek And APG
Temasek is an Asian investment company headquartered in Singapore. With an international staff of 380 people, supported by 12 affiliates and offices in Asia and Latin America, Temasek owns a diversified S$172 billion (US$119 billion) portfolio as of 31 July 2009, concentrated principally in Singapore, Asia and the emerging economies. It is an active shareholder and investor in such sectors as banking & financial services, real estate, transportation and logistics, infrastructure, telecommunications & media, bioscience & healthcare, education, consumer & lifestyle, engineering & technology, as well as energy & resources.
APG is a subsidiary of ABP's subsidiary Stichting Pensioenfonds ABP, the pension fund for government and education employees in the Netherlands. APG manages pension assets of approximately (euro)240 billion Euros (as at 31 December 2009) on behalf of 20,000 employers and more than four million participants, making it the largest pension fund in the Netherlands and among the three largest pension funds in the world.
In the United Kingdom, common shares may be sold to persons who are "Qualified investors" within the meaning of Section 86(7) of the U.K. Financial Services and Markets Act 2000 ("FSMA") and within the categories of persons referred to in Article 19 (Investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of FSMA (Financial Promotion) Order 2005; or persons in the United Kingdom to whom the offering may otherwise be made or at whom the offering may otherwise be directed in the United Kingdom without an approved prospectus having been made available to the public in the United Kingdom. The short form preliminary prospectus is not a prospectus for the purposes of Section 85(1) of FSMA.
In South Africa, the common shares are not being offered to the public generally, and only to single addressees acting as principals for a total acquisition cost of at least ZAR100,000 or to certain eligible institutions. This offering is not, and under no circumstances is to be construed as, an advertisement or a public offering in South Africa and it is not, in terms of section 144 of the South African Companies Act, 1973 (Act 61 of 1973), an invitation to the public to subscribe for securities.
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, the securities in any jurisdiction, including the United States, or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person, absent U.S. registration or an applicable exemption therefrom.
The subscription for common shares by Pallinghurst is a related party transaction within the meaning of MI 61-101 in Canada and also under the AIM Rules. It is exempted under MI 61-101 from the formal valuation and minority approval requirements by application of sections 5.5 and 5.7 of that rule.
Pallinghurst's subscription for 28,098,765 common shares are equivalent to 6.3% of the currently outstanding common shares of Platmin, and following closing of the issuance of common shares, Pallinghurst would have ownership, control or direction over 185,067,511 common shares representing approximately 28.4% of the then outstanding common shares on a non-diluted basis.
Each independent director of Platmin has approved the subscription for common shares by Pallinghurst and there has been no contrary view or abstention by any independent director. The independent directors of Platmin, having consulted with the Company's nominated adviser, Investec Bank Plc, consider that the related party transaction is fair and reasonable so far as the shareholders of Platmin are concerned.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This market release contains "forward-looking information" which may include, but is not limited to, statements with respect to completion of the prospectus offering of common shares and private placement of convertible debentures, the future financial and operating performance of Platmin, the development of the Pilanesberg Platinum Mine, and the future advancement of the Mphahlele, Grootboom and Loskop projects. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Platmin and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business; economic, competitive, political and social uncertainties; satisfaction of contractual closing terms and condition; and the requirement for regulatory approvals, as well as those factors discussed in the section entitled "Risk Factors" in the Company's annual information form filed at www.sedar.com and in the final prospectus for the common shares offering, also available at www.sedar.com. Such forward-looking statements are based on a number of material factors and assumptions, including that contracted parties perform as agreed, that there is no material adverse change in the price of platinum or other PGMs, and that all regulatory approvals are received in the usual and ordinary course. Although Platmin has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this announcement and Platmin disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
SOURCE PLATMIN LIMITED
For further information: For further information: Charmane Russell, Russell & Associates, +27 11 880 3924, +27 82 372 5816; Nicola Taylor, Russell & Associates, +27 11 880 3924, + 27 82 927 8957