Notice of Annual General Meeting
Range today releases its Notice of Annual General Meeting. Full details are available on the Company's website www.rangeresources.co.uk and also the Australian Securities Exchange website www.asx.com.au (ASX code: RRS).
Contacts
Range Resources Limited
Rory Scott Russell (CEO)
Evgenia Bezruchko (IR)
Cantor Fitzgerald Europe
(Nominated Advisor and Broker)
David Porter / Sarah Wharry
(Corporate finance)
Richard Redmayne (Corporate broking)
t. +44 (0)20 7894 7000
Buchanan (Financial PR - UK)
Ben Romney / Helen Chan
t. +44 (0)20 7466 5000
e. rangeresources@buchanan.uk.com
MAGNUS (Financial PR - Australia)
Rupert Dearden / Richard Glass
t. +61 8 6160 4900
e. rdearden@magnus.net.au
Australian Office
945 Wellington Street
West Perth, WA 6005
Australia
t. +61 8 9322 7600
f. +61 8 9322 7602
UK Office
Suite 1A, Prince's House
38 Jermyn Street
London, SW1Y 6DN
United Kingdom
t. +44 (0)20 7025 7040
f. +44 (0)20 7287 8028
e. admin@rangeresources.co.uk
www.rangeresources.co.uk
RANGE RESOURCES LIMITED
ACN 002 522 009
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held on Friday, 28 November 2014 at:
4.30pm Australian Western Standard Time QV1 Building Conference Centre Training Room 1 Level 2, 250 St Georges Terrace Perth, Western Australia |
8.30am Greenwich Mean Time Prospero House 241 Borough High Street London SE1 1GA |
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 accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9322 7600.
RANGE RESOURCES LIMITED
ACN 002 522 009
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of Shareholders of Range Resources Limited (Company) will be held in Perth, Western Australia and London, United Kingdom (Meeting). The Meeting will be held on Friday, 28 November 2014 at:
4.30pm Australian Western Standard Time QV1 Building Conference Centre Training Room 1 Level 2, 250 St Georges Terrace Perth, Western Australia |
8.30am Greenwich Mean Time Prospero House 241 Borough High Street London SE1 1GA |
Directors and senior management of the Company will be in both locations and David Riekie will be chairing the Meeting in Perth. The Meeting will be simultaneously transmitted live between the two venues and Shareholders will be able to participate, including asking questions from either venue.
DI Holders may attend the Meeting but will not be permitted to vote at the Meeting. For their votes to be counted DI Holders must submit their CREST Voting Instruction to the Company's agent by the required cut-off time set out in Section 2.5 below. Alternatively, DI Holders can vote using the enclosed Form of Instruction as per the instruction set out in Section 2.6 below.
The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, or Form of Instruction if you are a DI Holder, form part of this Notice.
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 as Shareholders on Wednesday, 26 November 2014 at 4.00pm (WST).
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.
AGENDA
Financial Statements and Reports
To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2014, which includes the Financial Report, the Directors' Report and the Auditor's Report.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:
However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
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 13.4 of the Constitution, Mr Rory Scott Russell, a director who was appointed as an additional Director, retires, and being eligible, is re-elected as a Director."
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 13.4 of the Constitution, Mr Graham Lyon, a director who was appointed as an additional Director, retires, and being eligible, is re-elected as a Director."
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 13.4 of the Constitution, Dr Christian Bukovics, a director who was appointed as an additional Director, retires, and being eligible, is re-elected as a Director."
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 13.4 of the Constitution, Mr David Riekie, a director who was appointed as an additional Director, retires, and being eligible, is re-elected as a Director."
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 13.4 of the Constitution, Mr Ian Olson, a director who was appointed as an additional Director, retires, and being eligible, is re-elected as a Director."
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That Mr Marcus Edwards-Jones, who retires in accordance with clause 13.2 of the Constitution, being eligible and offering himself for re-election, be re-elected as a Director."
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, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 49,298,700 Shares to certain lenders upon final settlement of debt agreements on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.
However, the Company will not disregard a vote if:
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, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 42,742,654 Advisor Options to Huashan Capital on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.
However, the Company will not disregard a vote if:
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, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 15,000,000 Shares issued for technical consulting fees on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.
However, the Company will not disregard a vote if:
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, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 7,500,000 Financing Options to Crede Capital II on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.
However, the Company will not disregard a vote if:
To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:
"That for the purposes of Article 35.6 of the Constitution and section 648G of the Corporations Act, and for all other purposes, the Company renew the proportional takeover provisions contained in Article 35 of the Constitution with effect from the date of this Meeting for a period of three years."
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Article 13.8 of the Constitution and Listing Rule 10.17, the maximum amount of Directors' fees for their services as Directors increase from the present limit of $350,000 per annum in aggregate to a limit of $650,000 per annum in aggregate."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a Director and any of their associates.
However, the Company will not disregard a vote if:
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 10.11, and for all other purposes, approval is given for the Company to issue 30,000,000 Director Options to Mr Rory Scott Russell (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Mr Rory Scott Russell (or his nominee) and any of their associates.
However, the Company will not disregard a vote if:
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 10.11, and for all other purposes, approval is given for the Company to issue 15,000,000 Director Options to Mr Graham Lyon (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Mr Graham Lyon (or his nominee) and any of their associates.
However, the Company will not disregard a vote if:
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 10.11, and for all other purposes, approval is given for the Company to issue 15,000,000 Director Options to Dr Christian Bukovics (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Dr Christian Bukovics (or his nominee) and any of their associates.
However, the Company will not disregard a vote if:
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 10.11, and for all other purposes, approval is given for the Company to issue 15,000,000 Director Options to Mr David Riekie (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Mr David Riekie (or his nominee) and any of their associates.
However, the Company will not disregard a vote if:
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 10.11, and for all other purposes, approval is given for the Company to issue 15,000,000 Director Options to Mr Ian Olson (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by Mr Ian Olson (or his nominee) and any of their associates.
However, the Company will not disregard a vote if:
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 and for all other purposes, approval is given for the Directors, if they think fit, to issue up to that number of Shares which, when multiplied by the issue price, will equal £6,000,000, and otherwise on the terms and conditions set out in the Explanatory Memorandum".
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a 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 such persons.
However, the Company will not disregard a vote if:
To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a person who may participate in the 10% Placement Facility issue and a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if this Resolution is passed, and any associates of those persons.
However, the Company will not disregard a vote if:
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
Voting Exclusion
The Company will disregard any votes cast on this Resolution by or on behalf of Lind and any of its associates and a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if this Resolution is passed and any associates of those persons.
However, the Company will not disregard a vote if:
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, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 38,000,000 Collateral Shares and 31,000,000 Lind Options to Lind on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.
However, the Company will not disregard a vote if:
Dated 29 October 2014
BY ORDER OF THE BOARD
Ms Rebecca Sandford, Company Secretary
Information Relating to Resolutions 14 to 18 - Issue of Director Options
Pursuant to Resolutions 14 to 18, the Company proposes to grant a total of 105,000,000 Director Options to Mr Rory Scott Russell, Mr Graham Lyon, Dr Christian Bukovics, Mr David Riekie and Mr Ian Olson, and/or their nominees.
The Company previously received Shareholder approval to grant Options to Mr Rory Scott Russell, Mr Graham Lyon and Dr Christian Bukovics, who had recently joined the Board, at the Shareholder meeting held on 14 March 2014 (March Meeting). However, that approval was on the basis that those Options were granted within one month of the March Meeting, and the Options were not issued within that time. Accordingly, Shareholder approval is again required to grant the Director Options to those Directors. Since that time, Mr Riekie and Mr Olson have also joined the Board, and it is considered appropriate to also grant Options to them.
Listing Rule 10.11 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. Approval pursuant to Listing Rule 7.1 is not required in order to issue the Director Options as approval is being obtained under ASX Listing Rule 10.11.
Each of the directors whom Director Options will be issued is a related party of the Company by virtue of being a Director of the Company.
The Board (other than each Director in relation to the issue of Director Options to them, in which case they decline to make a recommendation) supports the grant of Director Options to each of Rory Scott Russell, Graham Lyon, Christian Bukovics, David Riekie and Ian Olson.
For the purposes of Listing Rule 10.13, information regarding the issue of the Director Options is provided as follows:
Schedule 4 - Terms and Conditions of Director Options
1. Entitlement
Each Option entitles the holder to subscribe for one Share upon the exercise of each Option.
2. Exercise price
The exercise price of each Option is £0.02.
3. Expiry date
The expiry date of each Option is 5.00pm (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 to be a director, for whatever reason, of the Company.
4. Exercise period and vesting dates
The Options issued to a holder vest on the following dates (each a Vesting Date) as follows:
(a) one third, on 1 July 2015;
(b) one third, will become exercisable upon the Company reaching production of 2,500 barrels of oil per day for a continuous 15 day period in Trinidad; and
(c) one third, upon the Company's Shares (AIM:RRL) achieving a 30 day VWAP of £0.04.
The Options in a particular tranche are exercisable at any time after the applicable Vesting Date set out above and on or prior to the Expiry Date.
5. Notice of exercise
The Options may be exercised by notice in writing to the Company (Notice of Exercise) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
6. Shares issued on exercise
Shares issued on exercise of the Options will rank equally with the then issued Shares of the Company.
7. Options not quoted
The Company will not apply to ASX for quotation of the Options.
8. Quotation of Shares on exercise
Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.
9. Timing of issue of Shares
After an Option is validly exercised, the Company must as soon as possible:
(a) issue the Share; and
(b) do all such acts, matters and things to obtain:
(i) the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option; and
(ii) receipt of cleared funds equal to the sum payable on the exercise of the Option.
10. Participation in new issues
There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
11. Adjustment for bonus issues of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.
12. Adjustment for rights issue
If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option.
13. Adjustments for reorganisation
If there is any reconstruction of the issued share capital of the Company, the rights of the option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.
14. Options transferable
The Options are transferable.
15. Change of control
Notwithstanding condition 4, all Options may be exercised by the holder:
(a) if 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; and
(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.