Notice of General Meeting
11 June 2014
ASX Code: RRS and AIM Code: RRL
Range Resources Limited
("Range" or "the Company")
Notice of General Meeting
Range advises of its Notice of General Meeting ("Notice"). The meeting is
convened for 2.00pm (WST) on 11 July 2014, to be held at The University Club of
Western Australia, Seminar Room 3, Hackett Drive, Crawley, Western Australia.
Full details are 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).
Letter from Chairman
Dear Range Shareholders,
As announced on 15 May 2014, the Company entered into an agreement with Abraham
Ltd, ("Abraham") a Hong Kong-based investor, for Abraham to subscribe for US$12
million in cash for approximately 712 million new Ordinary Shares in the
Company (in two tranches) at a price of £0.01 per share. This represented a
premium of 49% to the share price at the close of business on the London AIM
market on 14 May 2014. Subsequently, and as announced on 29 May 2014, US$6
million was subscribed for 356,188,780 shares at the end of May with proceeds
of US$12 million received by the Company.
As also announced on 15 May 2014, the US$6 million for tranche two is subject
to Shareholders' approval upon the passing of an Ordinary Resolution to be put
to Shareholders at a General Meeting.
I am writing this letter to Shareholders to set out the background to the issue
of shares to Abraham to provide the reasons to the proposed resolutions and on
behalf of the Board to recommend to Shareholders to vote in favour of the
Resolutions.
Background to the transaction
Over recent years, Range Resources entered into numerous corporate debt
arrangements with a variety of lenders on expensive terms, which has had a
significant dilutionary effect on the Company's capital structure. With the
receipt of the US$12 million, the Company was able to use the funds to largely
repay these outstanding loans, as well as retain some funds for the Company's
working capital, both important and necessary steps to help return the Company
to financial health.
Resolution 1 therefore seeks Shareholders' approval for the Company to issue up
to 360 million shares and up to 240 million warrants to Abraham in order to
satisfy the only condition of the agreement between Abraham and the Company.
As per the agreement, in the event Shareholders do not approve Resolution 1
(described above and in the notice attached), US$6 million (of the US$12
million received) must be repaid to Abraham, together with a fee of US$1.8
million.
Benefits of the Transaction
In addition to leaving the Company with minimal debt (approximately GBP 75,000)
and providing the Company with working capital, the Company is gaining a
substantial new and supportive shareholder who will hold approximately 15% of
the enlarged share capital of the Company. Furthermore, the shares being issued
to Abraham are being issued at a premium to the share price at the time of
entering into the agreement and will finally put an end to the dilutionary
convertible debt which over recent months has put an immense pressure on the
Company's share price.
Collectively as a Board, we are delighted that we have managed to help secure
the future of the Company with this new investment and that with Shareholders'
approval, we can conclude the existing financing arrangements which have been
so prejudicial to the Company. I am also optimistic that we can now proceed to
put in place additional long term debt financing to develop our existing
production assets in Trinidad where together with our recently acquired acreage
for exploration, we have excellent prospects for returning the Company to long
term profitability.
Personally, I am extremely pleased that the new management team have already
made a positive impact on the Company. We believe that the financing
arrangements are in the best long term interests of the Company and recommend
that you vote in favour of the Resolutions.
Yours faithfully,
Sir Sam Jonah
Chairman
Contacts
Range Resources Limited Buchanan (Financial PR - UK)
Rory Scott Russell Ben Romney / Helen Chan
T: +44 (0) 20 7466 5000
E: rangeresources@buchanan.uk.com
GMP Securities Europe LLP (Joint Cantor Fitzgerald (Nominated Advisor and
Broker) Joint Broker)
Rob Collins / Liz Williamson David Porter / Tom Sheldon / Julian
T: +44 (0) 207 647 2800 Erleigh (Corporate finance) / Richard
Redmayne (Corporate broking)
T: +44 (0) 20 7894 7000
PPR (Financial PR -Australia)
David Tasker
E: david.tasker@ppr.com.au
Australia London
Ground Floor, 1 Havelock Street, West Suite 1A, Prince's House, 38 Jermyn
Perth WA 6005, Australia Street, London SW1 6DN
t:+61 8 9488 5220, f:+61 8 9324 2400 t:+44 (0)207 025 7040, f:+44 207 287
e:admin@rangeresources.com.au 8028
w: www.rangeresources.com.au