Ridgewood Investments (Mauritius) Pte Ltd .

February 18, 2011 09:31 ET

Ridgewood Investments (Mauritius) Pte Ltd Enters Into Conversion Agreement With Platmin Limited

TORONTO, ONTARIO--(Marketwire - Feb. 18, 2011) - Temasek Holdings (Private) Limited has announced that its indirect subsidiary Ridgewood Investments (Mauritius) Pte Ltd ("Ridgewood") has entered into a conversion agreement in connection with the US$100,000,000 non-interest bearing secured convertible debenture (the "Convertible Debenture") issued to it by Platmin on May 13, 2010 (CAD$98,386,462 at an exchange rate of 1CAD – 1.0164US, using the Bank of Canada noon rate as at February 17, 2011). The conversion agreement provides for (i) the amendment of the conversion price to US$0.84 per common share and (ii) conversion of the entire principal amount of the Convertible Debenture immediately following the satisfaction of certain conditions precedent set out in the conversion agreement. The conversion is subject, amongst other conditions, to regulatory approval and the completion of the transfer of certain interests by Barrick Platinum South Africa (Proprietary) Limited.

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.

Upon conversion, Ridgewood will acquire the underlying 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 February 18, 2010 and including the common shares issued to Ridgewood upon conversion and the common shares issued to other debentureholders who are expected to convert concurrently with 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)