Notice of General Meeting
14 February 2014 ASX Code: RRS and AIM Code: RRL
Range Resources
("Range" or "the Company")
Notice of General Meeting
Range is holding a General Meeting of Shareholders on 14 March 2014.
The full details and Notice of General Meeting follows this announcement as
despatched to shareholders of the Company.
A copy of the full explanatory statement of the Notice of General Meeting is
available on the company's website www.rangeresources.com.au and also on the
Australian Securities Exchange website www.asx.com.au (ASX code: RRS).
Contacts:
Range Resources Limited Buchanan (Financial PR - UK)
Rory Scott Russell, Chief Executive Tim Thompson / Helen Chan
Officer T: +44 (0) 20 7466 5000
E: rangeresources@buchanan.uk.com
GMP Securities Europe LLP (Broker) RFC Ambrian Limited (Nominated Advisor)
Richard Greenfield / Rob Collins / Stuart Laing
Alexandra Carse T: +61 (8) 9480 2500
T: +44 (0) 207 647 2800
PPR (Financial PR - Australia) Dahlman Rose & Company (Principal
David Tasker American Liaison)
T: +61 (8) 9388 0944 OTCQX International Market (U.S.)
E: david.tasker@ppr.com.au Christopher Weekes / Stephen Nash
T: +1 (212)-372-5766
Range Resources Limited
ABN 88 002 522 009
Notice of General Meeting
TIME: 2:00pm (WST)
DATE: Friday, 14th March 2014
PLACE: The University Club of Western Australia
Seminar Room 3
Hackett Drive, Crawley, Western Australia
Contents Page
Notice of Meeting (setting out proposed Resolutions) 1
Explanatory Statement (explaining the proposed Resolutions) 7
Glossary 12
Annexure A - Facility Option Terms and Conditions 13
Annexure B - Director Option Terms and Conditions 15
Time and Place of Meeting and How To Vote
Time and Place of Meeting
The General Meeting of Shareholders of Range Resources Limited which this
Notice of Meeting relates to will be held on Friday, 14th March 2014 at 2:00pm
(WST) at:
The University Club of Western Australia
Seminar Room 3
Hackett Drive, Crawley, Western Australia
Your Vote Is Important
The business of the General Meeting affects your shareholding and your vote is
important.
Voting Eligibility
The Directors have determined pursuant to Regulation 7.11.37 of Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting
are those who are registered Shareholders at 2:00pm (WST) on Wednesday, 12th
March 2014.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set
out above. The meeting will commence at 2:00pm (WST).
Voting by Proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return
by 2:00pm (WST) on Wednesday, 12th March 2014 in accordance with the
instructions set out on the Proxy Form.
New sections 250BB and 250BC of the Corporations Act came into effect on 1
August 2011 and apply to voting by proxy on or after that date. Shareholders
and their proxies should be aware of these changes to the Corporations Act, as
they will apply to this General Meeting. Broadly, the changes 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.
Further details on these changes are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a
proxy may specify the way the proxy is to vote on a particular resolution and,
if it does:
* the proxy need not vote on a show of hands, but if the proxy does so, the
proxy must vote that way (i.e. as directed); and
* if the proxy has 2 or more appointments that specify different ways to vote
on the resolution - the proxy must not vote on a show of hands; and
* if the proxy is the chair of the meeting at which the resolution is voted
on - the proxy must vote on a poll, and must vote that way (i.e. as
directed); and
* if the proxy is not the chair - the proxy need not vote on the poll, but if
the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
* an appointment of a proxy specifies the way the proxy is to vote on a
particular resolution at a meeting of the Company's members; and
* the appointed proxy is not the chair of the meeting; and
* at the meeting, a poll is duly demanded on the resolution; and
* either of the following applies:
*
+ the proxy is not recorded as attending the meeting;
+ the proxy does not vote on the resolution,
chair of the meeting is taken, before voting on the resolution closes, to have
been appointed as the proxy for the purposes of voting on the resolution at the
meeting.
Notice of Meeting
Notice is given that the General Meeting of Shareholders Range Resources
Limited will be held at the The University Club of Western Australia, Seminar
Room 3, Hackett Drive, Crawley, Western Australia at 2:00pm (WST) on Friday,
14th March 2014 (General Meeting).
The Directors have determined pursuant to Regulation 7.11.37 of the
Corporations Regulations 2001 (Cth) that the persons eligible to vote at the
General Meeting are those who are registered Shareholders of the Company as at
2:00pm on Wednesday, 12th March 2014.
Terms and abbreviations used in this Notice of Meeting and Explanatory
Statement are defined in the glossary or in the Explanatory Statement.
Agenda
The Explanatory Statement to this Notice of Meeting describes the matters to be
considered at the General Meeting.
Ordinary Business
1. Resolution 1 - Ratification of Prior Issues under Financing Agreements
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all
other purposes, Shareholders ratify the issue and allotment of 143,259,247
Shares and 71,629,628 Facility Options on the terms and conditions set out in
the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by any person who participated in the issue, and any associates of those
persons. However, the Company need not disregard a vote if:
a. it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directors on the proxy form; or
b. 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.
2. Resolution 2 - Ratification of Prior Issues under Financing Agreements
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all
other purposes, Shareholders ratify the issue and allotment of 137,482,141
Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by YA Global Master SPV Ltd, and any associates of YA Global Master SPV Ltd.
However, the Company need not disregard a vote if:
a. it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directors on the proxy form; or
b. 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.
3. Resolution 3 - Approval for Share Placement
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all
other purposes, approval is given for the Company to issue up to that number of
Shares, when multiplied by the issue price, will raise up to £4,000,000 on the
terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by any person who may participate in the proposed issue and a person who might
obtain a benefit, except a benefit solely in the capacity of a holder of
ordinary securities, if the Resolution is passed and any associates of those
persons. However, the Company need not disregard a vote if:
a. it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directors on the proxy form; or
b. 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.
4. Resolution 4 - Issue of Options to Related Party - Rory Scott Russell
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 10.11 and for all other purposes,
approval is given for the Company to issue 30,000,000 Options to Rory Scott
Russell (or his nominee) on the terms and conditions set out in the Explanatory
Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by Mr Rory Scott Russell (or his nominee) or any of his associates. However,
the Company need not disregard a vote if:
a. it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directors on the proxy form; or
b. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
a. the proxy is either:
i) a member of the Key Management Personnel; or
ii) a Closely Related Party of such a member; and
b. the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
c. the proxy is the Chair; and
d. the appointment expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
5. Resolution 5 - Issue of Options to Related Party - Graham Lyon
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 10.11 and for all other purposes,
approval is given for the Company to issue 15,000,000 Options to Graham Lyon
(or his nominee) on the terms and conditions set out in the Explanatory
Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by Mr Graham Lyon (or his nominee) or any of his associates. However, the
Company need not disregard a vote if:
a. it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directors on the proxy form; or
b. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
a. the proxy is either:
i) a member of the Key Management Personnel; or
ii) a Closely Related Party of such a member; and
b. the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
c. the proxy is the Chair; and
d. the appointment expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
6. Resolution 6 - Issue of Options to Related Party - Christian Bukovics
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 10.11 and for all other purposes,
approval is given for the Company to issue 15,000,000 Options to Christian
Bukovics (or his nominee) on the terms and conditions set out in the
Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution
by Mr Christian Bukovics (or his nominee) or any of his associates. However,
the Company need not disregard a vote if:
a. it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the directors on the proxy form; or
b. 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.
Voting Prohibition Statement:
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
a. the proxy is either:
i) a member of the Key Management Personnel; or
ii) a Closely Related Party of such a member; and
b. the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
c. the proxy is the Chair; and
d. the appointment expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Dated this 13th February 2014
By order of the Board
Anthony Eastman
Executive Director and Joint Company Secretary
Notes:
A shareholder of the Company entitled to attend and vote is entitled to appoint
not more than two proxies. Where more than one proxy is appointed, each proxy
must be appointed to represent a specified proportion of the shareholder's
voting rights. If the shareholder appoints two proxies and the appointment does
not specify this proportion, each proxy may exercise half of the votes. A proxy
need not be a shareholder of the Company.
For the purposes of the Corporations Regulations, the Directors have set a
snapshot date to determine the identity of those entitled to attend and vote at
the Meeting. The snapshot date is 2:00pm (WST) on Wednesday, 12th March 2014.
Accordingly, transactions registered after this time will be disregarded in
determining entitlements to attend and vote at the meeting.
Enquiries:
Shareholders are invited to contact the Company on +61 8 9488 5220 if they have
any queries in respect of the matters set out in these documents.
Explanatory Statement
This Explanatory Statement has been prepared for the information of the
Shareholders of the Company in connection with the business to be conducted at
the General Meeting to be held at 2:00pm (WST) on Friday, 14th March 2014 at
the University Club of Western Australia, Seminar Room 3, Hackett Drive,
Crawley, WA.
The purpose of this Explanatory Statement is to provide information which the
Directors believe to be material to Shareholders in deciding whether or not to
pass the Resolutions in the Notice of Meeting.
This Explanatory Statement is an important document and should be read
carefully in full by all Shareholders. If you have any questions regarding the
matters set out in this Explanatory Statement or the preceding Notice, please
contact the Company, your stockbroker or other professional adviser.
1. Resolution 1 - Ratification of Prior Issues under Financing Agreements
Background
On 11 July 2013, the Company drew down a total of £3,000,000 pursuant to a
convertible loan facility (Loan Facility). The Loan Facility is for an 18 month
term (with interest payable at 10% per annum) and may be converted into Shares
(with a conversion price calculated at 90% of the Company's 30 day VWAP).
For every two Shares issued on conversion of the Loan Facility, one free
attaching Option will be issued (with an exercise price equal to the conversion
price, and expiring three years after the conversion date).
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4
for the issue of the Shares and Options pursuant to the Loan Facility.
General
ASX Listing Rule 7.1 provides that a company must not, subject to specified
exceptions, issue or agree to issue during any 12 month period any equity
securities, or other securities with rights to conversion to equity (such as an
option), if the number of those securities exceeds 15% of the number of
securities in the same class on issue at the commencement of that 12 month
period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides
that where a company in general meeting ratifies the previous issue of
securities made pursuant to ASX Listing Rule 7.1 (and provided that the
previous issue did not breach ASX Listing Rule 7.1) those securities will be
deemed to have been made with shareholder approval for the purpose of ASX
Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue
equity securities in the future up to the 15% annual placement capacity set out
in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder
approval.
Specific information required by ASX Listing Rule 7.5
For the purposes of ASX Listing Rule 7.5, the following information is provided
in relation to Resolution 1:
a. a total of 143,259,247 Shares were issued as follows:
i. 29,333,336 Shares at an issue price of £0.015 per Share;
ii. 2,857,143 Shares at an issue price of £0.014 per Share;
iii. 19,538,462 Shares at an issue price of £0.013 per Share;
iv. 8,166,668 Shares at an issue price of £0.012 per Share;
v. 41,090,914 Shares at an issue price of £0.011 per Share; and
vi. 42,272,730 Shares at an issue price of £0.011 per Share;
b. a total of 71,629,628 Options (Facility Options) were issued, with the
following exercise prices and expiry dates:
i. 11,666,668 Facility Options with an exercise price of £0.015, expiring on
31 October 2016;
ii. 3,000,001 Facility Options with an exercise price of £0.015, expiring on 30
November 2016;
iii. 1,428,571 Facility Options with an exercise price of £0.014, expiring on
30 November 2016;
iv. 9,769,232 Facility Options with an exercise price of £0.013, expiring on 30
November 2016;
v. 4,083,334 Facility Options with an exercise price of £0.012, expiring on 31
December 2016;
vi. 20,545,457 Facility Options with an exercise price of £0.011, expiring on
31 December 2016; and
vii. 21,136,365 Facility Options with an exercise price of £0.011, expiring on
31 January 2017;
c. the 71,629,627 Facility Options were issued for nil per Option (pursuant to
the terms of the Loan Facility) and were issued on the terms and conditions
set out in Annexure A;
d. the Shares issued were all fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company's existing
Shares;
e. the Shares and Facility Options were allotted and issued to institutional
investors (being Hudson Bay Ltd, Empery Asset Master Limited, Hartz Capital
Investments LLC and the Cranshire Capital Master Fund), none of which are
related parties of the Company; and
f. the funds raised pursuant to the Loan Facility were used towards loan
repayments and for the Company's working capital requirements. There were
no additional funds raised pursuant to the issue of the Shares and Facility
Options being ratified pursuant to this Resolution 1, as the issues were
used to reduce the Company's debt under the Loan Facility.
1. Resolution 2 - Ratification of Prior Issues under Financing Agreements
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4
for the prior issue of a total of 137,482,141 Shares to YA Global Master SPV
Ltd, pursuant to the terms of a loan agreement backed by a Standby Equity
Distribution Agreement between the Company and YA Global Master SPV Ltd,
details of which were announced by the Company on 11 October 2012 (Financing
Agreements).
A summary of ASX Listing Rule 7.1 and 7.4 are set out in section 1 of this
Explanatory Statement above (in relation to Resolution 1).
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4
for the issue of the Shares pursuant to the Financing Agreements.
Specific information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following
information is provided in relation to Resolution 4:
a. a total of 137,482,141 Shares were issued as follows:
i. 100,287,036 at a deemed issue price of £0.015 per Share; and
ii. 37,195,105 at a deemed issue price of £0.011 per Share;
b. the Shares issued were all fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company's existing
Shares;
c. the Shares were allotted and issued to YA Global Master SPV Ltd, who is not
a related party of the Company; and
d. There were no additional funds raised from the issue of the Shares as these
were issued to reduce outstanding amounts under the terms of the Financing
Agreements.
1. Resolution 3 - Approval for Share Placement
General
Resolution 3 seeks Shareholder approval for the issue of up to that number of
Shares, when multiplied by the issue price, will raise up to £4,000,000 (
Placement).
A summary of ASX Listing Rule 7.1 is set out in section 1 above.
The effect of Resolution 3 will be to allow the Company to issue the Shares
pursuant to the Placement during the period of 3 months after the Meeting (or a
longer period, if allowed by ASX), without using the Company's 15% annual
placement capacity.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following
information is provided in relation to the Placement:
a. the maximum number of Shares to be issued is up to that number of Shares
which, when multiplied by the issue price, equals £4,000,000;
b. the Shares will be issued no later than 3 months after the date of the
Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the
Shares will occur progressively;
c. the issue price will be not less than 80% of the average market price for
Shares calculated over the 5 days on which sales in the Shares are recorded
before the day on which the issue is made or, if there is a prospectus,
over the last 5 days on which sales in the securities were recorded before
the date the prospectus is signed;
d. the Shares will be issued to sophisticated and professional investors known
to the Company. The Directors will determine to whom the Shares will be
issued but these persons will not be related parties of the Company;
e. the Shares issued will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company's existing
Shares; and
f. the Company intends to use the funds raised from the Placement towards
repayment of current loans and working capital.
1. Resolutions 4, 5 and 6 - Issue of Director Options
Background
On 3 February 2014 the Company announced the appointment of Mr Rory Scott
Russell as the Company's Chief Executive Officer and the appointment of two new
Non-Executive Directors, Mr Graham Lyon and Mr Christian Bukovics.
The Company has agreed, subject to obtaining Shareholder approval and any
required regulatory approvals, to issue a total of 60,000,000 Options (Director
Options) to Mr Scott Russell, Mr Lyon and Mr Bukovics (or their nominee/s) on
the terms and conditions set out below.
Resolution 4, 5 and 6 seeks Shareholder approval for the grant of the Director
Options to Mr Scott Russell, Mr Lyon and Mr Bukovics (or their nominee/s)
respectively.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a
financial benefit to a related party of the public company, the public company
or entity must:
a. obtain the approval of the public company's members in the manner set out
in sections 217 to 227 of the Corporations Act; and
b. give the benefit within 15 months following such approval, unless the
giving of the financial benefit falls within an exception set out in
sections 210 to 216 of the Corporations Act.
The grant of Director Options constitutes giving a financial benefit and Mr
Scott Russell, Mr Lyon and Mr Bukovics are related parties of the Company by
virtue of being Directors.
The Directors (other than Mr Scott Russell, Mr Lyon and Mr Bukovics, who have a
material personal interest in the respective Resolutions) consider that
Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of the grant of Director Options because the agreement to
grant the Director Options, reached as part of the remuneration package for
each new Director, is considered reasonable remuneration in the circumstances
and was negotiated on an arm's length basis.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires shareholder approval to be obtained where
an entity issues, or agrees to issue, securities to a related party, or a
person whose relationship with the entity or a related party is, in ASX's
opinion, such that approval should be obtained unless an exception in ASX
Listing Rule 10.12 applies.
As the grant of the Director Options involves the issue of securities to
related parties of the Company, Shareholder approval pursuant to ASX Listing
Rule 10.11 is required unless an exception applies. It is the view of the
Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in
the current circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following
information is provided in relation to Resolutions 4, 5 and 6:
a. the Director Options will be granted to the new Directors as follows:
i. 30,000,000 Director Options to Mr Rory Scott Russell (or his nominee);
ii. 15,000,000 Director Options to Mr Graham Lyon (or his nominee); and
iii. 15,000,000 Director Options to Mr Christian Bukovics (or his nominee);
b. the Director Options will be granted no later than 1 month after the date
of the Meeting (or such later date to the extent permitted by any ASX
waiver or modification of the ASX Listing Rules) and it is intended that
issue of the Options will occur on the same date;
c. the Director Options will be issued for nil cash consideration, accordingly
no funds will be raised; and
d. the terms and conditions of the Director Options (including their vesting
conditions) are set out in Annexure B.
Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the
Director Options as approval is being obtained under ASX Listing Rule 10.11.
Accordingly, the grant of Director Options to Mr Scott Russell, Mr Lyon and Mr
Bukovics (or their nominee/s) will not be included in the use of the Company's
15% annual placement capacity pursuant to ASX Listing Rule 7.1.
Responsibility for Information
The information concerning the Company contained in this Explanatory Statement,
including information as to the views and recommendations of the Directors has
been prepared by the Company and is the responsibility of the Company.
The Explanatory Statement does not take into account the individual investment
objectives, financial situation and particular needs of individual
Shareholders. If you are in doubt as to what you should do, you should consult
your legal, financial or professional advisor prior to voting.
Glossary
In this Explanatory Statement, the following terms have the following unless
the context otherwise requires:
Annexure means an annexure to this Explanatory Statement.
ASIC means Australian Securities Investment Commission.
ASX means ASX Limited ABN 98 008 624 691.
ASX Listing Rules or Listing Rules means the listing rules of ASX.
Board means the board of Directors of the company.
Chairman means the Chairman of the Company.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to
influence the member, or be influenced by the member, in the member's dealing
with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the
purposes of the definition of `closely related party' in the Corporations Act.
Company means Range Resources Limited ABN 88 002 522 009.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
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.
Option means a listed option in the capital of the Company.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
Annexure A - Terms and Conditions - Facility Options
As set out in Resolution 1, the Facility Options issued pursuant to the Loan
Facility have been issued with the following exercise prices (Exercise Price)
and expiry dates (Expiry Date):
Exercise Exercise Expiry Date
Price Price
11,666,668 £0.015 31 October 2016
3,000,001 £0.015 30 November 2016
1,428,571 £0.014 30 November 2016
9,769,232 £0.013 30 November 2016
4,083,334 £0.012 31 December 2016
20,545,457 £0.011 31 December 2016
21,136,365 £0.011 31 January 2017
The Facility Options entitle the holder to subscribe for Shares on the
following terms and conditions:
1. Each Option gives the Optionholder the right to subscribe for one Share. To
obtain the right given by each Option, the Optionholder must exercise the
Options in accordance with the terms and conditions of the Options
2. The Options will expire at 5:00 pm (WST) on the Expiry Date. Any Option not
exercised before the Expiry Date will automatically lapse on the Expiry
Date.
3. The amount payable upon exercise of each Facility Option will be the
Exercise Price.
4. An Optionholder may exercise their Facility Options by lodging with the
Company, before the Expiry Date:
5.
a. a written notice of exercise of Facility Options specifying the number
of Facility Options being exercised; and
b. a cheque or electronic funds transfer for the exercise price for the
number of Facility Options being exercised,
(Exercise Notice).
5. An Exercise Notice is only effective when the Company has received the full
amount of the Exercise Price in cleared funds.
6. Within 10 Business Days of receipt of the Exercise Notice accompanied by
the Exercise Price, the Company will allot the number of Shares required
under these terms and conditions in respect of the number of Facility
Options specified in the Exercise Notice.
7. The Facility Options are transferable.
8. All Shares allotted upon the exercise of Facility Options will upon
allotment rank pari passu in all respects with other Shares.
9. The Company will not apply for quotation of the Facility Options on ASX.
However, The Company will apply for quotation of all Shares allotted
pursuant to the exercise of Facility Options on ASX within 10 Business Days
after the date of allotment of those Shares.
10. If at any time the issued capital of the Company is reconstructed, all
rights of an Optionholder are to be changed in a manner consistent with the
Corporations Act and the ASX Listing Rules at the time of the
reconstruction.
11. There are no participating rights or entitlements inherent in the Facility
Options and Optionholders will not be entitled to participate in new issues
of capital offered to Shareholders during the currency of the Facility
Options. However, the Company will ensure that for the purposes of
determining entitlements to any such issue, the record date will be at
least 7 Business Days after the issue is announced. This will give
Optionholders the opportunity to exercise their Facility Options prior to
the date for determining entitlements to participate in any such issue.
12. A Facility Option does not confer the right to a change in exercise price
or a change in the number of underlying securities over which the Facility
Option can be exercised.
Annexure B - Terms and Conditions - Director Options
The Director Options entitle the holder to subscribe for Shares on the
following terms and conditions:
1. Each Option gives the Optionholder the right to subscribe for one Share. To
obtain the right given by each Option, the Optionholder must exercise the
Options in accordance with the terms and conditions of the Options.
2. The amount payable upon exercise of each Option will be £0.02 (Exercise
Price)
3. Subject to condition 14:
4.
a. one third of the Director Options will become exercisable on 3 February
2015;
b. one third of the Director Options will become exercisable upon the
Company reaching 2,500 bopd day for continuous 15 day period in
Trinidad; and
c. one third of the Director Options will become exercisable upon the
Company's Shares (AIM:RRL) achieving a 30 day VWAP of £0.04.
4. The Options will expire at 5:00 pm (WST) on 15 March 2019. Any Option not
exercised before the Expiry Date will automatically lapse on the Expiry
Date. In addition the options (if not yet exercised) will automatically
lapse should the director voluntarily cease employment, for whatever
reason, with the Company.
5. An Optionholder may exercise their Director Options by lodging with the
Company, before the Expiry Date:
6.
a. a written notice of exercise of Director Options specifying the number
of Director Options being exercised; and
b. a cheque or electronic funds transfer for the exercise price for the
number of Director Options being exercised,
(Exercise Notice).
6. An Exercise Notice is only effective when the Company has received the full
amount of the Exercise Price in cleared funds.
7. Within 10 Business Days of receipt of the Exercise Notice accompanied by
the Exercise Price, the Company will allot the number of Shares required
under these terms and conditions in respect of the number of Director
Options specified in the Exercise Notice.
8. The Director Options are transferable.
9. All Shares allotted upon the exercise of Director Options will upon
allotment rank pari passu in all respects with other Shares.
10. The Company will not apply for quotation of the Director Options on ASX.
However, The Company will apply for quotation of all Shares allotted
pursuant to the exercise of Director Options on ASX within 10 Business Days
after the date of allotment of those Shares.
11. If at any time the issued capital of the Company is reconstructed, all
rights of an Optionholder are to be changed in a manner consistent with the
Corporations Act and the ASX Listing Rules at the time of the
reconstruction.
12. There are no participating rights or entitlements inherent in the Director
Options and Optionholders will not be entitled to participate in new issues
of capital offered to Shareholders during the currency of the Director
Options. However, the Company will ensure that for the purposes of
determining entitlements to any such issue, the record date will be at
least 7 Business Days after the issue is announced. This will give
Optionholders the opportunity to exercise their Director Options prior to
the date for determining entitlements to participate in any such issue.
13. A Director Option does not confer the right to a change in exercise price
or a change in the number of underlying securities over which the Director
Option can be exercised.
14. Notwithstanding condition 3, all Director Options may be exercised by the
Optionholder:
15.
a. in the event of a takeover bid (as defined in the Corporations Act
2001) to acquire any Shares becomes or is declared unconditional,
irrespective of whether the takeover bid extends to Shares issued and
allotted after the date of the takeover bid or not; or
b. if a merger by way of scheme of arrangement under the Corporations Act
2001 has been approved by the Court under section 411(4)(b) of the
Corporations Act.
Notice of Meeting Page 15
Notice of Meeting Page 1
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