Response to RIG - Copy and paste of documents

RIG to Buchanan - GM Resolutions - Trin upd....pdf (238.08 KB)

Tim Thompson XXXXXXXXXXXXXXXXX Buchanan XXXXXXXXXXX 107 Cheapside XXXXXXXXXXXXXXX London XXXXXXXXXXXXXXXXX EC2V 6DN XXXXXXXXXXXXXXXXXXXX XXXXXXX
26 February 2014
cc: Rory Scott Russell (Range Resources)
cc: Evgenia Bezruchko (Range Resources)
Dear Mr Thompson, We write on behalf of RIG’s members to provide feedback and seek clarification with regard to Range Resources’ two most recent regulatory announcements. 1. Notice of General meeting (14 February) In order to be fully appraised prior to casting their votes, our members have phrased a number of questions regarding the resolutions: Resolution 3  Please explain why this additional raising is necessary considering Range has $4m cash and other cash-generative events have been previously stated as close to completion? - Should investors be concerned regarding timescales for Texas divestment, RBL completion, Georgia divestment and IOP loan repayment?  Why is a precise number of £4m used and why is the amount in GBP when Range’s accounts are in USD – what is the basis of this number?  Why is this amount needed incrementally to the company’s annual 15% placement capacity?  Could the company expand upon “sophisticated and professional investors”, as this mechanism is seen by many as responsible for the vast share overhangs that have acted to suppress the share price over the past year? RIG members are concerned that this mechanism could again act in detriment to their interests.  If a raising is necessary please clarify why a rights issue has not been considered in preference to a placement with “sophisticated and professional investors”.  You state “the Company intends to use the funds raised from the Placement towards repayment of current loans and working capital.” Please confirm what loans are currently outstanding and why working capital is required when Rory Scott Russell
declared that Trinidad is self-funding at current production levels and production is forecast to increase.  If, before the General Meeting, the company receives funds either from the divestment of some of its interests or from the repayment of the loan to International Petroleum can you please confirm that this will meet loan repayment and working capital requirements and that the resolution will be withdrawn.  If, after the General Meeting, but within the 3-month exercise window of the placement the company receives funds either from the divestment of some of its interests or from the repayment of the loan to International Petroleum can you please confirm that this will meet loan repayment and working capital requirements and that the company will voluntarily not exercise this placement.  If loan repayments and working capital are met by this issue but subsequently cash is generated from Texas divestment, Georgia divestment or IOP loan repayment could you please confirm whether management intends to buy-back shares to repair the ongoing damage to the company’s capital structure? Resolutions 4-6  Why has such a low vesting condition of a share price of 4p been used for a third of the options? This merely returns Range to the share price at the point the disastrous (and now abortive) IOP merger was proposed. Should shareholders be concerned at management’s lack of ambition for the share price?  The Field Development Plan has a target of 4,000bopd by the end of 2014, so why has such a low production target of 2,500bopd been used as a vesting condition for a third of the options?  Should Range shareholders be pessimistic about the Field Development plan now?  When do Range forecast the 2,500bopd to be achieved?  A third of the options are exercisable in February 2015 without any precondition – if the intention is to retain talent and reward loyalty why are these options not exercisable further in the future? 2. Trinidad Operations Update (21 February)
RIG is very pleased with the concise style of the Trinidad update – we are encouraged that it lacked the hyperbole and unrealistic forward-looking statements of past releases and focused on facts.
As per our letter of yesterday, if these updates are frequent and update the market of both good and bad news then the intra-quarterly report is not necessary so long as the quarterly report provides sufficient transparency on production by licence.
The only clarifications sought by our members regard omissions from this announcement:
 There is inconsistency in the status of Texas in the “Range Background” section of the announcement – Texas is listed as one of Range’s interests but has no detailed description and is omitted from the table of Reserves and Resources. This lack of consistency causes confusion amongst shareholders. Range’s interests are either sold or they are not – if they are definitively sold then an RNA should be released to that effect, if they are not definitively sold then they should have a full listing in RNAs in line with other interests.
 Reserves-based lending is critical to the development of Range’s Trinidadian assets yet it was not mentioned in the quarterly investor call by Rory Scott Russell and was not mentioned in this Trinidad Update – should investors be concerned at these omissions? Thanks in advance for your co-operation. We look forward to relaying your responses to our members and hope that these will assist them in determining how to cast their votes at the General Meeting. Yours sincerely, On Behalf of Range Investor Group

RIG to RSR 03 03 1.0 Publish.pdf (132.63 KB)

Rory Scott Russell XXXXXXXXXXXXXXXXX Range Resources XXXXXXXXXXX Suite 1A, Prince’s House XXXXXXXXXXXXXX 38 Jermyn Street XXXXXXXXXXXXXXXX London XXXXXXXXXXXXXXXXXXX SW1Y 6DN XXXXXXX
3 March 2014
cc: Anthony Eastman
cc: Sir Sam Jonah
cc: Evgenia Bezruchko
Dear Mr Scott Russell, We are writing to inform you of our frustration in interacting with Tim Thompson of Buchanan in trying to seek clarification on the General Meeting resolutions. Mr Thompson has not responded meaningfully to either our letters of 26 or 27 February (both copied to you). In a telephone conversation on 28 February Mr Thompson notified one of the RIG representatives that it was not the function of Buchanan to communicate with private investors and that if we had any questions regarding the resolutions we should consult our financial advisors. Combined with Mr Thompson’s disdainful email, characterising the questions we had canvassed from RIG members as “tit-for-tat”, this leads us to believe that Buchanan fulfils no Investor Relations function for private investors and therefore regrettably we are compelled to by-pass Buchanan and communicate with the company directly – an approach we will be adopting going forwards. RIG believes that the explanatory statement regarding the resolutions requires clarification due to a number of genuine concerns raised by our members. The questions we put to Mr Thompson are both reasonable and rational. Any clarification provided will allow our members and the wider private investor base to make a better informed decision when voting at the General Meeting. Our concern is simply that we want you and Range to succeed, and feel that a small amount of effort now explaining your intent would avert an unnecessary 'NO' vote at the General Meeting. We also wish to avoid disenfranchisement of your private investors who could potentially react unfavourably to the dismissive way in which Buchanan, and by extension Range, have responded to fair questions from a large section of the Company’s ownership. Like it or not Range is a retail share and there are a large number of heavily invested individuals who feel very angry at present having been let down by poor operational & corporate performance and disappointing communications in recent months. RIG has been
attempting to maintain a moderate stance but is being increasingly challenged by significant
sections of our membership to be more strident. This would be counterproductive in our
opinion and so we wish to pursue a constructive and consensual approach with the
company – we hope you agree.
Therefore we ask that you provide a response to our questions regarding the resolutions
contained in our letter of 26 February. If any of the questions are price sensitive please say
so. Can we ask that you are able to respond as promptly as possible given that many will be
voting via nominee accounts. One of our representatives would be happy to discuss these
matters with you via telephone later today if you feel this would be beneficial.
RIG congratulates the company on the highly positive appointments announced this
morning and hopes that RIG and Range can work together to ensure that Range’s
shareholders are brought with the company as it progresses into the next phase of its
development.
Yours sincerely,
On Behalf of Range Investor Group