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Platmin
Limited (TSX/AIM: PPN; JSE: PLN) today announced that agreements have
been executed with the holders of all the convertible debentures issued on 13 May, 2010, in principal amount
of US$135 million, to convert the convertible debentures into 160,714,287 new
common shares, subject to certain conditions.
The
board of Platmin and the debentureholders have also approved an adjustment
of the conversion price to the equivalent of US$0.84 per share, reflecting
recent trading levels. That price compares to the closing price of
C$0.90/share on 17 February, 2011
and the 5 day VWAP of C$0.86/share on the TSX. The conversion is subject to
regulatory approval and to the completion of the transfer of certain power
and water rights from Barrick Platinum South Africa (Proprietary) Limited
to an affiliate of Platmin, which is expected to be
completed shortly. Upon conversion, the full proceeds from the convertible
debenture financing - which have been deposited to cash collateralized
accounts - will be released to Platmin. The company
intends to use the capital raised for general corporate purposes and for
investment in growth.
Platmin
Chairman Brian Gilbertson
said: "We welcome this vote of confidence from the bondholders, which
leaves Platmin well positioned to participate in a
consolidating industry".
The
adjustment to the conversion price in respect of US$30 million of principal
amount of convertible debentures held by Pallinghurst
Investor Consortium (Lux) S.à
r.l. ("LuxCo")
and US$100 million of principal amount of convertible debentures held by
Ridgewood Investments (Mauritius)
Pte Ltd ("Ridgewood") (an indirect
subsidiary of Temasek Holdings (Private) Limited),
are "related party transactions" within the meaning of MI 61-101 in
Canada but are exempted from
the minority approval requirements by application of section 5.7 of that
rule. Upon conversion, LuxCo will acquire a total
of 35,714,286 common shares and will then have ownership, control or
direction over 192,683,032 common shares of Platmin
representing 21.2% of the then outstanding Platmin
common shares. Ridgewood will acquire a total of 119,047,620 common shares
and will then have ownership, control or direction over 160,199,883 common
shares representing 17.6% of the then outstanding Platmin
common shares. Each independent director of Platmin
has approved the amendment and there has been no contrary view or abstention
by any independent director.
The
adjustment to the conversion price only in respect of LuxCo
also constitutes a related party transaction under the AIM Rules. 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. In providing advice to
the independent directors, Investec Bank Plc has taken into account the
independent directors' commercial assessments.
Following
conversion and the issuance of the new shares, the total number of voting
rights in Platmin will be 910,395,054 common
shares. The above figure may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, Platmin
under the FSA's Disclosure and Transparency Rules.
About
Platmin
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.
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