THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Range, an international company with oil and gas projects and oilfield service businesses in Trinidad and Indonesia, is pleased to provide a Company update.
Trinidad assets sale and debt restructure
The Company is pleased to confirm that is has received required approvals from its shareholders at the Annual General Meeting of the Company held on 29 November 2019 (the "AGM") for the sale of Range Resources Trinidad Limited ("RRTL") to LandOcean (the "SPA") in exchange for (i) offsetting all outstanding debt and payables (including the convertible note) due from Range and its subsidiaries to LandOcean and its subsidiaries, and (ii) a cash consideration of US$2.5 million (the "Transaction").
The Company is also pleased to advise that LandOcean has provided the first tranche of the cash consideration of US$0.5 million to Range (the "Deposit"). As stipulated by the SPA, Range procured mortgages over its workover and swabbing rigs as security, with such mortgages to be released upon completion or termination of the SPA. If the key conditions for completion are not satisfied by 30 June 2020, the Deposit (together with interest accrued at 8% per annum) will be repaid to LandOcean. If all conditions are satisfied but LandOcean chooses not to proceed with completion for any reason, the Deposit will be retained by Range.
Completion of the Transaction remains subject to approval by LandOcean shareholders at General Meeting of LandOcean, and approvals by the government of Trinidad and Tobago. The Company is aiming to compete the Transaction during Q1 2020, however there can be no guarantee that the Transaction will complete.
Change of company name
Following approval at the AGM, the Company confirms that its name will change to Star Phoenix Group Ltd and the TIDM code will change to "STA". The website address, at which the information required pursuant to AIM Rule 26 is available, will be changed to www.starphoenixgroup.com.
The Company has lodged a copy of the special resolution with Australian Securities and Investments Commission ("ASIC") and the change of name will take effect when ASIC alters the details of the Company's registration. The Company will provide a further update on when the name change will take effect.
Shareholders should note that shareholdings will be unaffected by the change of name.
Consolidation of capital
Following approval at the AGM, the Company's share capital will be consolidated on a 100:1 basis, effective 5 December 2019.
The reduction of capital will take effect in accordance with the following timetable:
Last day for Company to register transfers on a pre-Consolidation basis.
4 December 2019
Last day of dealing in the existing ordinary shares on AIM.
Consolidation record day.
First day for Company to send notice to each holder of the change in their details of holdings.
5 December 2019
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.
The Company's capital structure post consolidation (ignoring the effect of rounding of fractional entitlements on an individual Security holder basis) is summarised in the table below:
Notes to the table above:
1. Options exercisable at £1.00 on or before on or before 30 March 2020.
2. Each convertible note with a face value of US$100, an annual interest rate of 8%, a conversion price of £0.88, and a maturity date of the earlier of 30 June 2020 and the date on which completion occurs under the Transaction. The holder of the convertible notes (LandOcean) agreed not to convert any convertible notes during the term of the SPA.
Following the Company's delisting from ASX on 25 November 2019, shares will no longer be held in uncertificated mode and instead shareholders who hold their shares on the Australian register will be issued share certificates confirming their shareholdings. The Company will arrange for new certificates to be issued to holders of those securities, after the consolidation becomes effective on 5 December 2019. No certificates will be issued for securities held on the UK register (Depositary Interests), and these will continue to be held electronically through CREST in uncertificated mode.
Change in ISINs
As previously advised, the Company's ISIN and SEDOL will change to AU0000065989 and BKTCZY5, respectively on 2 December 2019. The existing ISIN (AU000000RRS3) will remain effective in the period up to 2 December 2019.
Following the share consolidation becoming effective on 5 December 2019, the Company's ISIN and SEDOL will then change again to AU0000067084 and BKMDWK0, respectively.
Range Resources Limited
Evgenia Bezruchko (Group Corporate Development Manager & Joint Company Secretary)
Cantor Fitzgerald Europe (Nominated Adviser and Broker)
David Porter / Rick Thompson (Corporate Finance)
t. +44 (0)20 7894 7000
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 [email protected] or visit www.rns.com.
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