Ridgewood Investments (Mauritius) Pte Ltd .

March 31, 2011 10:53 ET

Ridgewood Investments (Mauritius) Pte Ltd Converts US$100 Million Convertible Debenture Into Common Shares of Platmin Limited

TORONTO, ONTARIO--(Marketwire - March 31, 2011) - Temasek Holdings (Private) Limited has announced that, as of March 30, 2011, its indirect subsidiary Ridgewood Investments (Mauritius) Pte Ltd ("Ridgewood") has converted all of the principal amount of the US$100,000,000 non-interest bearing secured convertible debenture (the "Convertible Debenture") issued to it by Platmin Limited ("Platmin") on May 13, 2010 (CAD $97,143,967.36 at an exchange rate of 1CAD = 1.0294US, using the Bank of Canada noon rate as at March 30, 2011). As a result, 119,047,620 common shares will be issued to Ridgewood at a conversion price of US$0.84 per common share.

The Convertible Debenture was issued to Ridgewood pursuant to a subscription agreement between Ridgewood and Platmin dated March 29, 2010. Pursuant to the terms of the Convertible Debenture, Ridgewood had the right to convert, at its option, all, but not less than all, of the principal amount of the Convertible Debenture into common shares of Platmin at a conversion price of US$1.215 per common share at any time prior to the maturity date of December 31, 2010. On December 15, 2010, the parties agreed to extend the maturity date of the Convertible Debenture to February 28, 2011. On February 18, 2011, the parties entered into a conversion agreement which (i) amended the conversion price to US$0.84 per common share and (ii) provided for the conversion of the entire principal amount of the Convertible Debenture immediately following the satisfaction of certain conditions precedent set out in the conversion agreement. On March 1, 2011, the parties entered into an extension agreement which provided for the extension of the maturity date of the Convertible Debenture to March 31, 2011.

In connection with the satisfaction of the conditions precedent in the conversion agreement, Ridgewood has delivered a conversion notice to Platmin dated March 30, 2011 pursuant to which Ridgewood exercised its right to acquire 119,047,620 common shares.

Ridgewood is acquiring the common shares for investment purposes. Following the exercise of the conversion right, as amended by the conversion agreement, and upon issuance of the 119,047,620 underlying common shares, Ridgewood will hold 160,199,883 common shares representing approximately 17.6% of Platmin's issued and outstanding common shares (based on 749,680,767 common shares outstanding as at March 29, 2011 and including the common shares issued to Ridgewood upon conversion and the common shares issued to other debentureholders who exercised their conversion rights on or about the same time as Ridgewood). Depending on market conditions and other factors, Ridgewood may from time to time acquire additional securities of Platmin or dispose of securities of Platmin in the open market, by private agreement or otherwise, or continue to hold its then current position.

In connection with this news release, an early warning report has been filed by Ridgewood in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact:

Brian Calalang 
Davies Ward Phillips & Vineberg LLP 
1 First Canadian Place Suite 4400 
Toronto, ON M5X 1B1
Canada 
 
Telephone: 416-863-5553 
Fax: 416-863-0871 

Contact Information

  • Davies Ward Phillips & Vineberg LLP
    Brian Calalang
    416-863-5553
    416-863-0871 (FAX)