Range Resources Limited Company update (1696V)
29 Novembre 2019 - 12:37PM
UK Regulatory
TIDMRRL
RNS Number : 1696V
Range Resources Limited
29 November 2019
Range Resources Limited
('Range' or 'the Company')
29 November 2019
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.
COMPANY UPDATE
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:
Action Date
Last day for Company to register transfers on 4 December 2019
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 each holder 5 December 2019
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.
----------------
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:
Ordinary Shares Options(1) Convertible Notes(2)
117,805,984 300,000 200,000
----------- ---------------------
Notes to the table above:
1. Options exercisable at GBP1.00 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 GBP0.88, 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.
Contact details
Cantor Fitzgerald Europe (Nominated
Range Resources Limited Adviser and Broker)
Evgenia Bezruchko (Group Corporate David Porter / Rick Thompson (Corporate
Development Manager & Joint Company Finance)
Secretary) t. +44 (0)20 7894 7000
e. admin@rangeresources.co.uk
t. +44 (0)20 3865 8430
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
UPDLLFVLLSLAFIA
(END) Dow Jones Newswires
November 29, 2019 06:37 ET (11:37 GMT)
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