14th March General Meeting of Shareholders

pihk
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14th March General Meeting of Shareholders Feb 15, 2014 4:51:28 GMT JimmyRobby85 likes this

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Post by pihk on Feb 15, 2014 4:51:28 GMT

General meeting in Australia on the 14th of March to place 6 resolutions to the shareholders.

Resolution 1

"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all
other purposes, Shareholders ratify the issue and allotment of 143,259,247
Shares and 71,629,628 Facility Options on the terms and conditions set out in
the Explanatory Statement.

Resolution 2

"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all
other purposes, Shareholders ratify the issue and allotment of 137,482,141
Shares on the terms and conditions set out in the Explanatory Statement."

Resolution 3

"That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all
other purposes, approval is given for the Company to issue up to that number of
Shares, when multiplied by the issue price, will raise up to £4,000,000 on the
terms and conditions set out in the Explanatory Statement."

Resolution 4

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 30,000,000 Options to Rory Scott
Russell (or his nominee) on the terms and conditions set out in the Explanatory
Statement."

Resolution 5

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 15,000,000 Options to Graham Lyon
(or his nominee) on the terms and conditions set out in the Explanatory
Statement."

Resolution 6
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 15,000,000 Options to Christian
Bukovics (or his nominee) on the terms and conditions set out in the
Explanatory Statement."

Rules 7.1 and 7.4

ASX Listing Rule 7.1; cannot issue more than 15% in 12 months.
ASX Listing Rule 7.4; shareholders can approve share issue not included in the 15% limit.

Last Edit: Mar 5, 2014 8:58:10 GMT by stateoftheonion

pihk
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14th March General Meeting of Shareholders Feb 15, 2014 4:55:05 GMT JimmyRobby85 likes this

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Post by pihk on Feb 15, 2014 4:55:05 GMT

Resolution 4-6 are for the issuance of stock options to the new CEO and 2 new Non-execs. Some interesting constraints on these options.
The exercise price is 2p and they expire in a few years (feb 2017?).

1/3 are exercisable at 2p 3rd Feb 2015
1/3 are exercisable at 2p when production exceeds 2,500 bopd for 15 days
1/3 are exercisable at 2p when the 30-day VWAP is above 4p

pihk
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Posts: 103

14th March General Meeting of Shareholders Feb 15, 2014 5:21:05 GMT JimmyRobby85 likes this

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Post by pihk on Feb 15, 2014 5:21:05 GMT

Resolution 1 and 2 are to approve the issuance of stock and options as placed with our current financing arrangements. Its these operators that are electing to take stock instead of cash and then leaning on the book and have done for over a year. I don't like it but its the arrangement that management entered.

Resolution 3 is to issue enough stock to raise 4mln GBP to repay debt and to use as working capital. That's all the detail provided. There is speculation concerning this specific resolution (similar to one dropped from the AGM). At these levels it would mean the issuance of 400mln share at 80% of VWAP which would be terrible for shareholders in my opinion. However it could just be a financing option that is required for the worst case scenario or a requirement for RBL or some other corporation consideration. It is perhaps wishful thinking to trust that management would only dilute holders to such a degree only if absolutely required. Since no specifics are given in the RNA then you can draw no specific conclusions.

There is also a chance that the share price will be higher by mid-March following positive rumblings from the company. I can stomach capital raising for specific purposes especially if it means that the firm meets some other lender requirements but to take a 15% hit to raise 4mln when 6 months ago we raised 3 times this to lend to Sage and IOP galls me as an investor. Just my thoughts.

Last Edit: Feb 17, 2014 2:49:24 GMT by pihk

kjk
RIG member

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Posts: 43

14th March General Meeting of Shareholders Feb 15, 2014 7:15:38 GMT

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Post by kjk on Feb 15, 2014 7:15:38 GMT

I would like to see some leadership from the RIG Representatives after they have been sidestepped by this COMPANY and it looks yet another company that is shafting its share holders and after reading some really good posters iii (BILLFISH/GREAT_ROOM) I want to reject all, BUT I would like to see some direction from the rig team!!! As a grope we will be weakened YET again BY DELUTION and the thought come to mind SHAFTED YET AGAIN!!!

pihk
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14th March General Meeting of Shareholders Feb 15, 2014 7:27:21 GMT JimmyRobby85 likes this

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Post by pihk on Feb 15, 2014 7:27:21 GMT

Unless the mandate of RIG has changed we shall be providing details of how to vote with the various brokers that our members have indicated are used and we will be promoting participation of all members in the vote. However, RIG do not have recommended directions to vote. I am sure the different representatives will have opinions but its important for RIG relationship with the company that the organisation is not seen as a block voting mechanism.

brgmg69
RIG Representatives

Posts: 34

14th March General Meeting of Shareholders Feb 15, 2014 9:14:38 GMT JimmyRobby85 likes this

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Post by brgmg69 on Feb 15, 2014 9:14:38 GMT

Thanks for the concise breakdown resolution by resolution pihk.

It is important not only to vote but to vote as you see fit as an individual. RIG will not be encouraging members to vote one way or another but we will publish a broker by broker list on how to vote.

I suggest people read the RNA's, make a decision on how each resolution sits and then vote accordingly.

razzledazzle
RIG member

Posts: 10

14th March General Meeting of Shareholders Feb 15, 2014 10:49:47 GMT via mobile

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Post by razzledazzle on Feb 15, 2014 10:49:47 GMT

Cheers mate, thanks for taking the time to lay out the information so clearly.

Feb 15, 2014 4:51:28 GMT pihk said:

General meeting in Australia on the 12th of March to place 6 resolutions to the shareholders.

Resolution 1

"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all
other purposes, Shareholders ratify the issue and allotment of 143,259,247
Shares and 71,629,628 Facility Options on the terms and conditions set out in
the Explanatory Statement.

Resolution 2

"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all
other purposes, Shareholders ratify the issue and allotment of 137,482,141
Shares on the terms and conditions set out in the Explanatory Statement."

Resolution 3

"That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all
other purposes, approval is given for the Company to issue up to that number of
Shares, when multiplied by the issue price, will raise up to £4,000,000 on the
terms and conditions set out in the Explanatory Statement."

Resolution 4

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 30,000,000 Options to Rory Scott
Russell (or his nominee) on the terms and conditions set out in the Explanatory
Statement."

Resolution 5

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 15,000,000 Options to Graham Lyon
(or his nominee) on the terms and conditions set out in the Explanatory
Statement."

Resolution 6
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,
approval is given for the Company to issue 15,000,000 Options to Christian
Bukovics (or his nominee) on the terms and conditions set out in the
Explanatory Statement."

Rules 7.1 and 7.4

ASX Listing Rule 7.1; cannot issue more than 15% in 12 months.
ASX Listing Rule 7.4; shareholders can approve share issue not included in the 15% limit.

gooffy
RIG member

Posts: 18

14th March General Meeting of Shareholders Feb 15, 2014 11:24:04 GMT

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Post by gooffy on Feb 15, 2014 11:24:04 GMT

I think everyone should read Bill Fish's post on III it has many ticks up, I fully agree with his post and I will be joining him when voting.

Seems to me Rig wrote to RRS about dilution and he has said I will do what I want, I don't buy any of this its there if needed, arrange an overdraft like normal companies do, we have lots of assets. To say i am disappointed with RRS to date is an understatement, not one positive statement about the future so far.

Who are these privileged shareholders???

astro
RIG member

Posts: 101

14th March General Meeting of Shareholders Feb 15, 2014 11:57:02 GMT via the ProBoards App

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Post by astro on Feb 15, 2014 11:57:02 GMT

Bill Fish certainly, always seems to have an opinion. I've not noticed him declare he is a holder of any longstanding. I'm not an avid iii reader so could have missed. Anyway, my point is, I would like him to be clearer in his position and therefore his motivations. One of his posts I did notice was an opinion that Puntland should be the focus for Range...?

Rights issue or placement? That's not the question I am concerned about. The question is "why do we need the fucking money?"; not, how do we raise it?

If we do need the funds then a rights issue sounds like a better approach; however, I don't think I would have the funds to take part. I never did in 2009 despite being a shareholder and I've never considered that I missed out on a whole lot because of that.

I do agree that there seems a bit of dodge about these privileged investors, and I am sure (in a IMO way) that they have been complicit in some sp manipulation; but I just want then to be clear why the want "the fucking money".

-------—

I think everyone should read Bill Fish's post on III it has many ticks up, I fully agree with his post and I will be joining him when voting.

Seems to me Rig wrote to RRS about dilution and he has said I will do what I want, I don't buy any of this its there if needed, arrange an overdraft like normal companies do, we have lots of assets. To say i am disappointed with RRS to date is an understatement, not one positive statement about the future so far.

Who are these privileged shareholders???

gos
RIG member

Posts: 31

14th March General Meeting of Shareholders Feb 15, 2014 12:06:38 GMT

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Post by gos on Feb 15, 2014 12:06:38 GMT

Personally I think RIG should review its mandate, perhaps by canvassing its members ? RIG should be a group representing the majority vote of its members who have decalared share holdings.
I would like to see RIG be less of a benign group and more of an action group on an escalating basis.
Please put it to the vote.
GOS

astro
RIG member

Posts: 101

14th March General Meeting of Shareholders Feb 15, 2014 12:54:55 GMT via the ProBoards App JimmyRobby85 likes this

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Post by astro on Feb 15, 2014 12:54:55 GMT

Not sure how that would work gos, even if I supported the idea. I assume every individual would still need to cast their own vote. Maybe every RIG member could hand over their shares to the 7 of us...don't worry mate we'll do right by you

RIG is a collective of shareholders with a common interest in the share price of Range being higher. We are facilitating improved communications between private investors and the company. We are also recommending shareholders to exercise their individual rights...perhaps benign is not the right adjective.

gos
RIG member

Posts: 31

14th March General Meeting of Shareholders Feb 15, 2014 13:16:45 GMT

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Post by gos on Feb 15, 2014 13:16:45 GMT

Thanks for the response Astro, though I'm sure benign was RIG's adjective ? :-)
Surely though as a collective of shareholder RIG should take the direction that the majority of shareholders want, not just the founder members, have they ever been canvassed? I'm mindful of the last vote when despite RIG's best attempts share holder apathy ruled the day again ! and still all our investments are being eroded without any seeming end to it all.
All the best

GOS

astro
RIG member

Posts: 101

14th March General Meeting of Shareholders Feb 15, 2014 13:33:56 GMT via the ProBoards App

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Post by astro on Feb 15, 2014 13:33:56 GMT

GOS, the recommendation then, as now, is to vote, not how to vote.

I think you need to check the distinction between "delegate" and "representative". I've no interest in being a delegate for RIG members. I will represent, to the extent I am prepared, until it is made clear I am not wanted.

Perhaps we could look at canvassing for more member feedback, polls for instance, and let members decide / propose how to use that information. Thoughts?

Rexco
RIG member

Posts: 102

14th March General Meeting of Shareholders Feb 15, 2014 22:27:20 GMT

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Post by Rexco on Feb 15, 2014 22:27:20 GMT

Resolutons 1 and 2 are just ratifications of shares already issued to repay debt as far as I can tell.

It is resolution 3 that is contrary to previous company promises which removed something similar from the AGM.

I feel RIG should write to Rory to ask for an explanation why this has found its way back as a resolution after PL's previous comments and the fact that further dilution is unpalatable to shareholders. How does this square with his undertaking to protect and improve shareholder value even if it is only a standby. Surely the RBL provider could provide Range with a standby letter of credit facility to cover any US$4m short term funding requirement.

ErraticPhil
Full Member

Posts: 122

14th March General Meeting of Shareholders Feb 15, 2014 22:54:06 GMT

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Post by ErraticPhil on Feb 15, 2014 22:54:06 GMT

RIG did last week regarding the non-answering of the dilution question in the conference call and whilst a response is still awaited, Friday's announcement perhaps speaks volumes.
As regards an interim financing facility, a good point of course. But we have been here before. Resolution 1 is all about the after-effects of last July's advance on the then (?) financing facility with Merdian which doesn't seem to have been progressed for whatever reason and for which we now appear to be being spanked.
More to the point, you'd think that a friendly local company might be found to help out Range if it found itself in an hour of need, like has been done in the past the other way round with TPET, COOL, IOP and CTR - and there are possibly others?

Rexco
RIG member

Posts: 102

14th March General Meeting of Shareholders Feb 16, 2014 10:38:35 GMT

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Post by Rexco on Feb 16, 2014 10:38:35 GMT

Phil

Surely Republic Bank in Trinidad would be willing to provide a standby LOC and this should have been the first route not Wonga companies like Meridian.

I just do not understand why RRL management find it so difficult to secure finance when they have all these assets and could use the Texas income and sale proceeds as collateral.

pihk
RIG member

Long RRL.LSE, GKP.LSE, TAO.TSX, SK3.SGX and TRIN.LSE.

Posts: 103

14th March General Meeting of Shareholders Feb 18, 2014 12:07:42 GMT

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Post by pihk on Feb 18, 2014 12:07:42 GMT

One thing I am considering is that the possible places of 4mln GBP worth of shares with a preferred II is significantly different to the shares issued in lieu of debt in that the loan provider is only interested in covering their costs and not in holding a long position in Range Resources. I would like to be believe that buyers here at the absolute lows will not be leaning on the order book and flooding the market with shares but tucking them into their portfolios now their buddies in their new jobs on the board of Range have managed to get them a sweet placement. So perhaps we won't see the totally deadening of the order book for weeks while PI's try to divest the new shares in 100k lots. Blocks of shares in strong hands I am all for. While I am against placements this low but this is where the market is currently pricing Range Resources.