TIDMRRL
RNS Number : 5979R
Range Resources Limited
30 October 2019
NOTICE OF AGM AND INDEPENT EXPERT'S REPORT
Range, an international company with oil and gas projects and
oilfield service businesses in Trinidad and Indonesia, today
releases its Notice of Meeting and Independent Expert's Report
(IER). A copy of the full Notice of Meeting and IER is available on
the Company's website:
http://www.rangeresources.co.uk/investors/shareholder-information/shareholder-meetings/
Notice of Annual General Meeting
Notice is given that the Meeting will be held at:
Time: 10.00am (GMT)
Date: 29 November 2019
Place: Uncommon, 1 Long Lane, London, United Kingdom, SE1 4PG
Independent Expert's Report: Shareholders should carefully
consider the Independent Expert's Report prepared for the purposes
of Shareholder approval required under ASX Listing Rule 10.1 (refer
to Resolution 4). The Independent Expert's Report comments on the
fairness and reasonableness of the Proposed Transaction to the
non-associated Shareholders. The Independent Expert has determined
the Proposed Transaction is FAIR AND REASONABLE to the
non-associated Shareholders.
Important
The business of the Meeting affects your shareholding and your
vote is important.
This Notice of Annual General Meeting should be read in its
entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to
voting.
The Directors have determined pursuant to Regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are registered Shareholders at
7:00pm (AEDST) on 27 November 2019.
Business of the Meeting
Agenda
1. Financial Statements and Reports
To table and consider the Annual Report of the Company and its
controlled entities for the financial year ended 30 June 2019,
which includes the Financial Report, the Directors' Report, the
Remuneration Report and the Auditor's Report.
2. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a non-binding
resolution:
"That, for the purposes of section 250R(2) of the Corporations
Act and for all other purposes, approval is given for the adoption
of the Remuneration Report as contained in the Annual Report for
the financial year ended 30 June 2019."
Note: The vote on this Resolution is advisory only and does not
bind the Directors or the Company.
Voting Prohibition: A vote on this Resolution must not be cast
(in any capacity) by or on behalf of either of the following
persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
(a) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
3. Resolution 2 - Re-election of Director - Mr Lubing Liu
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of clause 13.2 of the Constitution and
for all other purposes, Mr Lubing Liu, a Director, retires by
rotation, and being eligible, is re-elected as a Director."
4. Resolution 3 - Election of Director - Dr Mu (Robin) Luo
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of clause 13.2 of the Constitution, ASX
Listing Rule 14.4 and for all other purposes, Dr Mu (Robin) Luo, a
Director who was appointed as an additional Director on 11 January
2019, retires, and being eligible, is elected as a Director."
5. Resolution 4 - Approval of the Proposed Transaction
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.1 and for all
other purposes, approval is given for the sale by West Indies
Exploration Company Limited of 100% of the issued share capital of
Range Resources Trinidad Limited to LandOcean Hong Kong Investment
Group Limited on the terms and conditions set out in the
Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in
favour of the Resolution by or on behalf of a party to the Proposed
Transaction or any associates of those persons. However, the
Company need not disregard a vote if it is cast by a person as a
proxy for a person who is entitled to vote, in accordance with the
directions on the Proxy Form, or, it is cast by the person chairing
the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy
decides.
Independent Expert's Report: Shareholders should carefully
consider the report prepared by the Independent Expert for the
purposes of Shareholder approval under ASX Listing Rule 10.1. The
Independent Expert's Report comments on the fairness and
reasonableness of the Proposed Transaction the subject of this
Resolution to the non-associated Shareholders of the Company. The
Independent Expert has concluded that the Proposed Transaction the
subject of this Resolution is FAIR AND REASONABLE to non-associated
Shareholders in the Company. A copy of the Independent Expert's
Report is available on the Company's website
(www.rangeresources.co.uk). If requested by a Shareholder, the
Company will send to a Shareholder a hard copy of the Independent
Expert's Report at no cost.
6. Resolution 5 - Consolidation of capital
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, pursuant to section 254H of the Corporations Act, clause
10.1(b) of the Constitution, ASX Listing Rules 7.20, 7.21 and
7.22.1 and for all other purposes, all Securities be consolidated
at a ratio of 100:1 and where this Consolidation results in a
fraction of a Security being held, the Company be authorised to
round that fraction up to the nearest whole Security."
7. Resolution 6 - Change of Company name
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That, for the purposes of section 157(1)(a) of the Corporations
Act and for all other purposes, approval is given for the name of
the Company to be changed to Star Phoenix Group Ltd."
Dated: 28 October 2019
By order of the Board
Evgenia Bezruchko
Company Secretary
Voting in person
To vote in person, attend the Meeting at the time, date and
place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy
Form and return by the time and in accordance with the instructions
set out on the Proxy Form.
In accordance with section 249L of the Corporations Act,
Shareholders are advised that:
-- each Shareholder has a right to appoint a proxy;
-- the proxy need not be a Shareholder of the Company; and
-- a Shareholder who is entitled to cast 2 or more votes may
appoint 2 proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. If the member appoints 2
proxies and the appointment does not specify the proportion or
number of the member's votes, then in accordance with section
249X(3) of the Corporations Act, each proxy may exercise one-half
of the votes.
Shareholders and their proxies should be aware that changes to
the Corporations Act made in 2011 mean that:
-- if proxy holders vote, they must cast all directed proxies as directed; and
-- any directed proxies which are not voted will automatically
default to the Chair, who must vote the proxies as directed.
United Kingdom (CREST Voting Instruction)
DI Holders in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST
sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 25 November 2019 at 5.00pm (GMT). For this purpose, the
time of receipt will be taken to be the time (as determined by the
timestamp applied to the CREST Voting Instruction by the CREST
applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time.
In this connection, DI Holders and, where applicable, their
CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
United Kingdom (Form of Instruction)
DI Holders are invited to attend the Meeting but are not
entitled to vote at the Meeting. In order to have votes cast at the
Meeting on their behalf, DI holders must complete, sign and return
the Forms of Instruction forwarded to them along with the Notice to
the Company's agent, Computershare UK, by 25 November 2019 at
5.00pm (GMT).
Should you wish to discuss the matters in this Notice of Meeting
please do not hesitate to contact the Company by telephone on +61 8
6205 3012 or +44 (0) 20 3865 8430.
Explanatory Statement
This Explanatory Statement has been prepared to provide
information which the Directors believe to be material to
Shareholders in deciding whether or not to pass the
Resolutions.
1. Annual Report
Shareholders will be offered the opportunity to discuss the
Annual Report at the Meeting. The Company will not provide a hard
copy of the Annual Report to Shareholders unless specifically
requested to do so. The Annual Report is available on its website
at www.rangeresources.co.uk.
There is no requirement for Shareholders to approve the Annual
Report. However, the Chair will allow a reasonable opportunity for
Shareholders to ask questions or make comments about the Annual
Report and the management of the Company. Shareholders will also be
given an opportunity to ask the auditor questions as permitted by
the Corporations Act.
2. Resolution 1 - Adoption of Remuneration Report
2.1 General
The Corporations Act requires that at a listed company's annual
general meeting, a resolution that the remuneration report be
adopted must be put to the shareholders. However, such a resolution
is advisory only and does not bind the company or the directors of
the company.
The remuneration report sets out the company's remuneration
arrangements for the directors and senior management of the
company. The remuneration report is part of the directors' report
contained in the annual financial report of the company for a
financial year.
The chair of the meeting must allow a reasonable opportunity for
its shareholders to ask questions about or make comments on the
remuneration report at the annual general meeting.
2.2 Voting consequences
The vote on Resolution 1 is advisory only and does not bind the
Company or its directors. However, the Board will actively consider
the outcome of the vote and comments made by Shareholders on the
Remuneration Report when reviewing the Company's future
remuneration policies and practices.
A company is required to put to its shareholders a resolution
proposing the calling of another meeting of shareholders to
consider the appointment of directors of the company (Spill
Resolution) if, at consecutive annual general meetings, at least
25% of the votes cast on a remuneration report resolution are voted
against adoption of the remuneration report and at the first of
those annual general meetings a Spill Resolution was not put to
vote. If required, the Spill Resolution must be put to vote at the
second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill
Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the
directors' report (as included in the company's annual financial
report for the most recent financial year) was approved, other than
the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for
re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or
re-election as directors of the company is approved will be the
directors of the company.
2.3 Previous voting results
At the Company's previous annual general meeting the percentage
of votes cast against the remuneration report considered at that
annual general meeting was less than 25%. Accordingly, the Spill
Resolution is not relevant for this Annual General Meeting.
2.4 Requirements following removal from the official list of ASX
As announced on 24 October 2019, the Company formally applied to
ASX requesting that ASX remove the Company from the official list
of ASX (Official List) pursuant to ASX Listing Rule 17.11 and ASX
accepted its application and resolved to remove the Company from
the Official List at the close of trading on 25 November 2019.
Following this date, there will no longer be a requirement to put
this resolution relating to the Company's remuneration report to
Shareholders at each future annual general meeting.
3. Resolution 2 - Re-election of Director - Mr Lubing Liu
3.1 General
The Constitution sets out the requirements for determining which
Directors are to retire by rotation at an annual general
meeting.
Mr Lubing Liu, who has served as a director since 16 June 2016
and was last re-elected on 30 November 2017, retires by rotation
and seeks re-election.
3.2 Qualifications and other material directorships
Mr Lubing Liu has 24 years of global experience in petroleum
exploration, development, production, joint venture operations and
new ventures. Prior to joining Range, Mr Liu held various
subsurface leader roles, including Chief Reservoir Engineer with
Melbana Energy Limited, Vice President of Exploration and Petroleum
Technology with Sinopec East Puffin Pty Ltd, and petroleum
engineering leader roles with other international exploration and
production and energy service companies including ConocoPhillips,
CNOOC, Woodside, RPS and LR. Mr Liu is experienced in petroleum
engineering and has extensive IOR/EOR (waterflood inclusive) and
gas cycling experience having worked at the Xijiang24-3/30-2/24-1
oilfields, Liuhua 11-1 oilfield and Penglai oilfield in China, the
Chinguetti oilfield in Mauritania, Block 95 in Peru, Goodwyn gas
field, Thylacine & Geographe gas field and Longtom gas field in
Australia. Mr Liu holds a BSc in Petroleum Engineering from the
Southwest Petroleum University, China. He is a Member of the
Society of Petroleum Engineers.
3.3 Independence
If elected the Board considers Mr Lubing Liu will not be an
independent director.
3.4 Board recommendation
The Board (other than Mr Lubing Liu abstaining because of his
interest in this Resolution) recommends that Shareholders vote FOR
this Resolution.
4. Resolution 3 - Election of Director - Dr Mu (Robin) Luo
4.1 General
The Constitution allows the Directors to appoint at any time a
person to be a Director, either to fill a casual vacancy or as an
addition to the existing Directors, but only where the total number
of Directors does not at any time exceed the maximum number
specified by the Constitution.
Pursuant to the Constitution and ASX Listing Rule 14.4, any
Director so appointed holds office only until the next following
annual general meeting and is then eligible for election by
Shareholders but shall not be taken into account in determining the
Directors who are to retire by rotation (if any) at that
meeting.
Dr Mu (Robin) Luo, having been appointed by other Directors on
11 January 2019 in accordance with the Constitution, will retire in
accordance with the Constitution and ASX Listing Rule 14.4 and
being eligible, seeks election from Shareholders.
4.2 Qualifications and other material directorships
Dr Luo is a senior oil and gas professional with 36 years'
experience working for leading international E&P and oilfield
services companies. He has worked on various giant conventional and
unconventional projects across all levels from research to
operations. He is currently a principal development geophysicist to
Inpex Corporation, leading a multi-billion Ichthys LNG project in
Australia. Prior to that, he held principal roles with Sinopec Oil
and Gas, PGS, Japan Petroleum Exploration Company Limited, and
Japan Oil, Gas and Metals National Corporation.
Dr Luo holds a PhD in Exploration Geophysics from the Curtin
University, Australia; MSc in Geophysics from the University of
Queensland, Australia; and BSc in Geophysics from the Petroleum
University of China. He is a member of the Australian Society of
Exploration Geophysicists, the European Association of
Geoscientists and Engineers, and the Society of Exploration
Geophysicists.
4.3 Independence
If elected the Board considers Dr Mu (Robin) Luo will be an
independent director.
4.4 Board recommendation
The Board (other than Dr Mu (Robin) Luo abstaining because of
his interest in this Resolution) recommends that Shareholders vote
FOR this Resolution.
5. Background to Proposed Transaction
5.1 General
As announced to ASX on 3 September 2019, West Indies Exploration
Company Limited (a wholly owned subsidiary of the Company) (WIECL)
entered into a sale and purchase agreement (Sale and Purchase
Agreement) with LandOcean Hong Kong Investment Holding Group
Limited (a wholly owned subsidiary of LandOcean) (LandOcean Hong
Kong) for the sale of 100% of the issued share capital of Range
Resources Trinidad Limited (RRTL) in exchange for: offsetting all
outstanding debt and payables due from the Company and its
subsidiaries to the LandOcean Group (including the US$20,000,000
face value owing in relation to the Convertible Notes); and cash
consideration of US$2,500,000 (Proposed Transaction).
The Proposed Transaction requires the approval of Shareholders
at the Meeting under ASX Listing Rule 10.1. The Company is required
to engage an independent expert to advise Shareholders whether the
Proposed Transaction is fair and reasonable to the non-associated
Shareholders.
The Proposed Transaction is conditional on, amongst other
things, Shareholder approval. Resolution 4 seeks Shareholder
approval for the Proposed Transaction.
A summary of the key terms of the Sale and Purchase Agreement is
set out in Section 5.2.
5.2 Sale and Purchase Agreement
The key terms of the Sale and Purchase Agreement are as
follows:
(a) (Sale and Purchase): WIECL has agreed to sell 100% of the
issued share capital of RRTL (RRTL Shares) and LandOcean Hong Kong
has agreed to purchase the RRTL Shares, with full title guarantee,
free from encumbrances for the consideration described in paragraph
(b) below, on the terms and conditions set out in the Sale and
Purchase Agreement.
(b) (Consideration): The consideration payable by LandOcean Hong
Kong for the RRTL Shares is the payment of US$2,500,000, payable as
follows:
(i) US$500,000 to be paid upfront as a deposit (Deposit). The
Deposit shall be paid or released as follows:
(A) In the event that the Sale and Purchase Agreement terminates
due to the shareholders of the Company or LandOcean, or Heritage
Petroleum Company Limited and/or the Minister of Energy and Energy
Industries of Trinidad and Tobago (if applicable) not approving the
Proposed Transaction, or the Company not waiving and releasing any
outstanding loans, balances or any other amount due and/or payable
from RRTL to the Company (or any of its affiliates) as at
Completion, the Deposit (together with any accrued interest) shall
be paid to LandOcean Hong Kong by WIECL within 10 business days of
such termination.
(B) In all other circumstances of termination under the Sale and
Purchase Agreement, the Deposit (together with any accrued
interest) shall be immediately released to WIECL upon such
termination.
(C) In the event of completion of the Proposed Transaction
(Completion), the Deposit (together with any accrued interest)
shall immediately be released to WIECL upon Completion.
(ii) US$1,000,000 to be paid to WIECL within 5 business days of
the shareholders of LandOcean approving the Proposed Transaction
(First Payment). The First Payment shall be paid or released in the
circumstances outlined in paragraphs (A) to (C) above.
(iii) US$1,000,000 to be paid to WIECL within 5 business days of
the date of Completion.
(c) (Outstanding Group Debt): The parties agree that the Balance
Consideration (an amount equal to the total amount of the
Outstanding Group Debt at Completion) due and payable by LandOcean
Hong Kong to WIECL on Completion shall be offset with, and in full
and final satisfaction in repayment of, the amount outstanding
amounts due from the Company (and its affiliates) to LandOcean (and
its affiliates) (Outstanding Group Debt),
(d) (Conditions Precedent): Completion of the Proposed
Transaction is subject to satisfaction (or waiver) of the following
conditions precedent by 30 June 2020 (or such other date as the
parties may agree) (End Date):
(i) the shareholders of the Company approving, in general
meeting, the Proposed Transaction;
(ii) the shareholders of LandOcean approving, in general
meeting, the Proposed Transaction;
(iii) the approval (or deemed approval) of the Proposed
Transaction by Heritage Petroleum Company Limited and/or the
Minister of Energy and Energy Industries of Trinidad and Tobago (if
applicable); and
(iv) the Company waiving and releasing any outstanding loans,
balances or any other amount due and/or payable from RRTL to the
Company (or any of its affiliates) at Completion.
(together, the Conditions Precedent).
(e) (Termination): Either party may terminate the Sale and
Purchase agreement if the Conditions Precedent are not satisfied
(or waived) by the End Date, or the other party does not fully
comply their obligations under the Sale and Purchase Agreement at
or prior to Completion in any material respect.
5.3 RRTL overview
RRTL holds interests in all of the Company's oil and gas
licences in Trinidad (onshore), namely Morne Diablo, South Quarry,
Beach Marcelle (where RRTL holds a 100% interest), and St Mary's
(where RRTL holds an 80% interest). Further information about RRTL
and its assets is set out in the Independent Expert's Report in
Annexure A.
5.4 Advantages of the Proposed Transaction
The Directors are of the view that the following non-exhaustive
list of advantages may be relevant to a Shareholder's decision on
how to vote on Resolution 4:
(a) the Proposed Transaction provides the Company with the
opportunity to discharge all outstanding debt and payables due from
the Company and its subsidiaries to the LandOcean Group
(approximately US$91,500,000 as at 30 June 2019);
(b) the consideration payable to LandOcean under the Sale and
Purchase Agreement is cash, accordingly, Shareholders interest in
the Company will not be diluted as a result of the Proposed
Transaction; and
(c) the Company will not have to continue funding the costs for
development of the assets held by RRTL, which has previously lead
to dilution of Shareholders interests in the Company or the Company
needing to obtain debt funding and then servicing repayments
associated with those facilities or both.
5.5 Disadvantages of the Proposed Transaction
The Directors are of the view that the following non-exhaustive
list of disadvantages may be relevant to a Shareholder's decision
on how to vote on Resolution 4:
(a) the Company will no longer benefit from the revenue
producing assets held by RRTL; and
(b) the Company remaining assets, oil and gas interests in
Indonesia and its oilfield services in Trinidad do not currently
include any producing assets.
5.6 Pro forma balance sheet
An unaudited pro-forma balance sheet of the Company following
completion of the Proposed Transaction prepared using the audited
30 June 2019 financial information of the Company and on the basis
of the accounting policies normally adopted by the Company is set
out in Schedule 1.
The pro-forma balance sheet has been prepared for illustrative
purposes only and shows the effect of the transactions described in
the notes and assumptions to that pro-forma balance sheet as if
they had occurred as at 30 June 2019.
The historical and pro-forma financial information is presented
in abbreviated form, insofar as it does not include all of the
disclosure required by the Australian Accounting Standards
applicable to annual financial statements. The unaudited pro-forma
balance sheet should be read in conjunction with the historical
financial statements of the Company.
5.7 Capital structure
On completion of the Proposed Transaction, all outstanding debt
and payable from the Company and its subsidiaries to the LandOcean
Group will be discharged, including the US$20,000,000 face value
owing in relation to the Convertible Notes. Accordingly, on
completion of the Proposed Transaction, there will be no
Convertible Notes on issue, but otherwise the Proposed Transaction
will have no effect on the Company's capital structure.
5.8 Intentions if the Proposed Transaction is completed
Following completion of the Proposed Transaction, the Company
intends to continue with its oil and gas interests in Indonesia and
its oilfield services in Trinidad as well as evaluating new
acquisition opportunities.
5.9 Intentions if the Proposed Transaction is not completed
If Resolution 4 is not passed or any of the other conditions
precedent not satisfied (or waived if permitted), the Proposed
Transaction will not complete and the Company will consider
alternative options available to it for restructuring its
Outstanding Group Debt.
6. Resolution 4 - Approval of the Proposed Transaction
6.1 General
As outlined in Section 5.1, the Company has entered into the
Sale and Purchase Agreement in relation to the Proposed
Transaction.
The Company is required to obtain Shareholder approval under ASX
Listing Rule 10.1 in order to complete the Proposed Transaction.
Resolution 4 seeks Shareholder approval for the purposes of ASX
Listing Rule 10.1 for the acquisition of a substantial asset from a
substantial holder of the Company.
6.2 ASX Listing Rule 10.1
ASX Listing Rule 10.1 provides that an entity must ensure that
neither it, nor any of its child entities, acquires a substantial
asset from, or disposes of a substantial asset to, amongst other
persons, a related party of the entity, a substantial holder or one
of its associates, without the prior approval of holders of the
entity's ordinary shareholders.
Disposal
Completion of the Proposed Transaction will result in a disposal
by the Company.
Substantial asset
For the purposes of ASX Listing Rule 10.1, an asset is
substantial if its value, or the value of the consideration for it
is, or in ASX's opinion is, 5% or more of the equity interest of
the entity as set out in the latest accounts given to ASX under the
ASX Listing Rules.
The equity interests of the Company as defined by the ASX
Listing Rules and as set out in the latest accounts given to ASX
under the ASX Listing Rules prior to entry into the Sale and
Purchase Agreement (being for the financial year ending 30 June
2018 were US$976,049). A substantial asset is therefore an asset of
value greater than US$48,802.45.
The value of the consideration for RRTL is greater than 5% of
the equity interests of the Company as at 30 June 2019, and it is
therefore considered a "substantial asset" of the Company for the
purposes of ASX Listing Rule 10.2.
Accordingly, the Proposed Transaction is a disposal of a
substantial asset.
Substantial holder
For the purposes of ASX Listing Rule 10.1, a substantial holder
is a person who has a relevant interest (either director or through
its associated) or has at any time in the six months before the
transaction, in at least 10% of the total votes attaching to the
voting securities of the Company.
As at the date of entering the Sale and Purchase Agreement,
LandOcean held (and still holds) a relevant interest of 14.76% in
the Company and is therefore a substantial holder for the purpose
of ASX Listing Rule 10.1.
LandOcean HongKong is an associate of LandOcean by virtue of
being a wholly owned subsidiary of LandOcean.
Requirement for Shareholder approval
As a result of the above conclusions, completion of the Proposed
Transaction will result in the disposal by a child entity of the
Company to an associate of a substantial holder of the Company and
the Company is therefore required to seek Shareholder approval
under ASX Listing Rule 10.1.
6.3 Independent Expert's Report
ASX Listing Rule 10.10.2 requires a notice of meeting containing
a resolution under ASX Listing Rule 10.1 to include a report on the
transaction from an independent expert.
The Independent Expert's Report set out in Annexure A sets out a
detailed independent examination of the Proposed Transaction to
enable non-associated Shareholders to assess the merits and decide
whether to approve the Proposed Transaction the subject of
Resolution 4.
To the extent that it is appropriate, the Independent's Expert's
Report sets out further information with respect to the Proposed
Transaction and concludes that it is FAIR AND REASONABLE to the
non-associated Shareholders.
Shareholders are urged to carefully read the Independent
Expert's Report to understand its scope, the methodology of the
valuation and the sources of information and assumptions made.
7. Resolution 5 - Consolidation of capital
7.1 Purpose
The purpose of the Consolidation is to implement a more
appropriate capital structure for the Company going forward.
7.2 Legal requirements
Section 254H of the Corporations Act provides that a company
may, by resolution passed in a general meeting, convert all or any
of its shares into a larger or smaller number. This is also
provided for by clause 10.1(b) of the Constitution.
ASX Listing Rule 7.22.1 provides that, in a consolidation of
capital, the number of options must be consolidated in the same
ratio as the ordinary capital and the exercise price must be
amended in inverse proportion to that ratio.
ASX Listing Rule 7.21 provides than an entity with convertible
securities on issue (such as Convertible Notes) may only reorganise
its capital if the number of securities, or the conversion price,
or both is reorganised so that the holder of the convertible
securities will not receive a benefit that holders of ordinary
shares do not receive.
As announced on 24 October 2019, the Company formally applied to
ASX requesting that ASX remove the Company from the official list
of ASX (Official List) pursuant to ASX Listing Rule 17.11 and ASX
accepted its application and resolved to remove the Company from
the Official List at the close of trading on 25 November 2019.
Following this date, ASX Listing Rules 7.22.1 and 7.21 will no
longer apply to the Company, however, the Options and Convertible
Notes will still be consolidated in a manner consistent with these
rules in accordance with their respective terms and conditions.
7.3 Fractional entitlements
Not all Security holders will hold that number of Securities
which can be evenly divided by 100. Where a fractional entitlement
occurs, the Company will round that fraction up to the nearest
whole Security.
7.4 Taxation
It is not considered that any taxation implications will exist
for Security holders arising from the Consolidation. However,
Security holders are advised to seek their own tax advice on the
effect of the Consolidation and neither the Company, nor its
advisers, accept any responsibility for the individual taxation
implications arising from the Consolidation.
7.5 Holding statements or certificates
Following the Company's removal from the Official List scheduled
for 25 November 2019, Shares will no longer be held in
uncertificated mode and instead Shareholders will be issued share
certificates confirming their Share holdings.
From the date two Business Days after the Consolidation is
approved by Shareholders, all holding statements or certificates
(as applicable) for Securities will cease to have any effect,
except as evidence of entitlement to a certain number of Securities
on a post-Consolidation basis.
After the Consolidation becomes effective, the Company will
arrange for new certificates for Securities to be issued to holders
of those Securities.
It is the responsibility of each Security holder to check the
number of Securities held prior to disposal or exercise (as the
case may be).
7.6 Effect on capital structure
The effect which the Consolidation will have on the Company's
capital structure (ignoring the effect of rounding of fractional
entitlements on an individual Security holder basis) is set out in
the table below which assumes the Company does not issue any
additional Shares whether from a new issue or on conversion of
Convertible Notes, or exercise of Options and no Options
expire.
Capital Structure Shares Options(1) Convertible Notes(2)
As at the date
of this Notice 11,780,598,407 30,000,000 20,000,000
--------------- ----------- ---------------------
Sub-total 11,780,598,407 30,000,000 20,000,000
--------------- ----------- ---------------------
Post 100:1 Consolidation
of Securities
(Resolution
7) 117,805,984 300,000 200,000
--------------- ----------- ---------------------
Completion of
all Resolutions 117,805,984 300,000 200,000
--------------- ----------- ---------------------
Notes:
1. The terms of these Options are set out in the table below.
Pre-Consolidation
Terms Number
Options exercisable at GBP0.01 on or before
30 March 2020 (subject to vesting conditions) 30,000,000
-----------
Total 30,000,000
-----------
Post-Consolidation
Terms Number
Options exercisable at GBP1.00 on or before
on or before 30 March 2020 (subject to
vesting conditions) 300,000
--------
Total 300,000
--------
75,000 Options are not subject to vesting conditions. 75,000
Options will vest and become exercisable upon the Company reaching
production of 1,500 barrels of oil per day for a continuous 15-day
period in Trinidad. 75,000 will vest and become exercisable upon
the Company reaching production of 2,500 barrels of oil per day for
a continuous 15-day period in Trinidad. 75,000 will vest and become
exercisable upon the Company reaching production of 4,000 barrels
of oil per day for a continuous 15-day period in Trinidad.
2. Each Convertible Note has a face value of US$1.00, an annual
interest rate of 8%, a conversion price of GBP0.0088 (on a
pre-Consolidation basis) and a maturity date of the earlier of 30
June 2020 and the date on which completion occurs under the Sale
and Purchase Agreement, as announced to ASX on 3 September 2019.
The holder of the Convertible Notes has agreed not to convert any
Convertible Notes during the term of the Sale and Purchase
Agreement. The Consolidation will have no effect on the annual
interest rate of each Convertible Note though the face value and
conversion price of each Convertible Note will be increased to
US$100 and GBP0.88 respectively. The full terms and conditions of
the Convertible Notes are set out in the Company's notice of
general meeting released to ASX on 1 February 2019 and as varied in
relation to an extension of the maturity date and the deferral of
conversion rights during the term of the Sale and Purchase
Agreement as announced to ASX on 3 September 2019.
7.7 Indicative timetable
If Resolution 5 is passed, the reduction of capital will take
effect in accordance with the following timetable:
Action Date
Company announces Consolidation and sends 31 October 2019
out Notice of Meeting.
-----------------
Shareholders approve the Consolidation. 29 November 2019
-----------------
Last day for Company to register transfers 4 December 2019
on a pre-Consolidation basis.
-----------------
Last day of dealing in the existing ordinary
shares on AIM.
-----------------
Consolidation record day.
-----------------
First day for Company to send notice to 5 December 2019
each holder of the change in their details
of holdings.
-----------------
First day for the Company to register Securities
on a post-Consolidation basis and first
day for issue of share certificates.
-----------------
Admission day of the new consolidated ordinary
shares on AIM.
Day that CREST accounts are credited with
DIs.
-----------------
8. Resolution 6 - Change of Company name
Section 157(1)(a) of the Corporations Act provides that a
company may change its name if the company passes a special
resolution adopting a new name.
Resolution 6 seeks the approval of Shareholders for the Company
to change its name to "Star Phoenix Group Limited". The Board
proposes this change of name on the basis that it more accurately
reflects the proposed future operations of the Company.
If Resolution 6 is passed the change of name will take effect
when ASIC alters the details of the Company's registration.
The proposed name has been reserved by the Company and if
Resolution 6 is passed, the Company will lodge a copy of the
special resolution with ASIC following the Meeting in order to
effect the change.
Glossary
$ means Australian dollars.
GBP means the official currency of the United Kingdom.
AEDST means Australian Eastern Daylight Saving Time as observed
in Sydney, New South Wales.
AIM means the market of that name operated by the London Stock
Exchange.
AIM Rules means the AIM Rules for Companies published by the
London Stock Exchange, as amended from time to time.
Annual General Meeting or Meeting means the meeting convened by
the Notice.
Annual Report means the Directors' Report, the Financial Report
and Auditor's Report in respect to the financial year ended 30 June
2019.
ASIC means the Australian Securities & Investments
Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market
operated by ASX Limited, as the context requires.
Auditor's Report means the auditor's report on the Financial
Report.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's
Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any
other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party has the meaning in section 9 of the
Corporations Act.
Company means Range Resources Limited (002 522 009).
Consolidation means the consolidation of Securities the subject
of Resolution 5.
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Directors' Report means the annual directors' report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
DI Holder means a holder of depositary interests representing
Shares which are electronically listed for trading on AIM and
issued by Computershare Investor Services plc which holds legal
title to the underlying Shares.
Explanatory Statement means the explanatory statement
accompanying the Notice.
Financial Report means the annual financial report prepared
under Chapter 2M of the Corporations Act of the Company and its
controlled entities.
GMT means Greenwich Mean Time.
Independent Expert means Moore Stephens Perth Corporate Services
Pty Ltd (ACN 058 626 403 / AFSL 240773).
Independent Expert's Report means the report prepared by the
Independent Expert included in Annexure A.
Key Management Personnel has the same meaning as in the
accounting standards issued by the Australian Accounting Standards
Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the
consolidated entity, directly or indirectly, including any director
(whether executive or otherwise) of the Company, or if the Company
is part of a consolidated entity, of an entity within the
consolidated group.
LandOcean means LandOcean Energy Services Co. Ltd, a company
incorporated in the People's Republic of China.
LandOcean Hong Kong means the Company's wholly owned subsidiary,
LandOcean Hong Kong Investment Holding Group Limited (a company
incorporated under the laws of Hong Kong).
LandOcean Group means LandOcean and its subsidiaries.
Notice or Notice of Meeting means this notice of meeting
including the Explanatory Statement and the Proxy Form.
Proposed Transaction has the meaning given to it in Section
5.1.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report of the Company
contained in the Directors' Report.
Resolutions means the resolutions set out in the Notice, or any
one of them, as the context requires.
RRTL means Range Resources Trinidad Limited.
Sale and Purchase Agreement or SPA means the sale and purchase
agreement between WIECL (a wholly owned subsidiary of the Company)
and LandOcean Hong Kong (a wholly owned subsidiary of LandOcean)
for the sale of 100% of the issued share capital of RRTL, as
announced to ASX on 3 September 2019.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a registered holder of a Share.
US$ means United States dollars.
WIECL means the Company's wholly owned subsidiary, West Indies
Exploration Company Limited (a company incorporated under the laws
of the Republic of Trinidad and Tobago).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCDBLBXKBFZFBK
(END) Dow Jones Newswires
October 30, 2019 04:01 ET (08:01 GMT)
Range Resources (LSE:RRL)
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