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Resource Generation Limited - Form 604 - Notice Of Change Of Interests Of Substantial Holder

Release Date: 31/07/2013 14:50:00      Code(s): RSG     
  Resource Generation Limited
  Registered in Australia under the      Corporations   Act,   2001   (Cth)   with
  registration number ACN: 059 950 337
  ISIN: AU000000RES1
  Share Code on the ASX: RES
  Share Code on the JSE: RSG
  ("Resgen" or the ?Company?)

  FORM 604 ? NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

  QUOTE
  To Company Name/Scheme
  Resource Generation Limited (?Resgen?)

  ACN: 059 950 337

1. Details of substantial holder(1)
                                   Barsington Limited (Barsington) on its
   Name                            own behalf and on behalf of each of the
                                   Companies listed in Annexure A (Noble
                                   Group Companies)
   ACN/ARSN (if applicable)        N/A


  There was a change in the interests of the substantial          30 July 2013
  holder on
  The previous notice was given to the company on                 3 April 2013
  The previous notice was dated                                   3 April 2013

2. Previous and present voting power
   The total number of votes attached to all the voting shares in the
   company or voting interests in the scheme that the substantial holder or
   an associate (2) had a relevant interest (3) in when last required, and
   when now required, to give a substantial holding notice to the company or
   scheme, are as follows:

  Class         of
  securities (4)   Previous notice                Present notice
                   Person's        Voting   power Person's       Voting power
                   votes           (5)            votes          (5)
  Ordinary         21,352,350      7.5%               42,704,700      12.854%

3. Changes in relevant interests
   Particulars of each change in, or change in the nature of, a relevant
   interest of the substantial holder or an associate in voting securities
   of the company or scheme, since the substantial holder was last required
   to give a substantial holding notice to the company or scheme are as
   follows:
             Person
             whose                     Consideration Class and
             relevant                  given in       number of  Person?s
   Date of   interest     Nature of    relation to    securities votes
   change    changed      change (6)   change (7)     affected   affected
  30 July   Barsington   21,352,350      A$4,697,517   21,352,350     21,352,350
  2013                   shares were     (being A$0.22 ordinary
                         issued to       per share     shares
                              Barsington in
                              connection
                              with an
                              entitlement
                              offer,
                              details of
                              which were
                              contained in
                              the offer
                              booklet by
                              Resgen to the
                              ASX on 9 July
                              2013
  30 July 2013   Each Noble   The relevant  N/A       21,352,350   21,352,350
                 Group        interest of             ordinary
                 Company      each Noble              shares
                              Group Company
                              moved in line
                              with the
                              relevant
                              interest of
                              Barsington.

4. Present relevant interests
   Particulars of each relevant interest of the substantial holder in voting
   securities after the change are as follows:
   Holder of    Registered Person       Nature of     Class and   Person?s
   relevant     holder of   entitled    relevant      number of   votes
   interest     securities to be        interest (6)  securities
                            registered
                            as holder
                            (8)
   Barsington Barsington Barsington Barsington is 42,704,700 42,704,700
                                        the           ordinary
                                        registered    shares
                                        holder of
                                        42,704,700
                                        ResGen shares
                                        and so has a
                                        relevant
                                        interest
                                        under section
                                        608(1) of the
                                        Act in
                                        respect of
                                        those shares.
  Each Noble   Barsington    Barsington   Each Noble    42,704,700   42,704,700
  Group        in respect    in respect   Group Company ordinary
  Company      of            of           is an         shares
               42,704,700    42,704,700   associate of
               ResGen        ResGen       Barsington
               shares        shares       under section
                                          12(2)(a) of
                                          the Act and
                                          so has a
                                          relevant
                                          interest
                                          under section
                                          608(3) of the
                                          Act in the
                                          ResGen shares
                                          held by
                                          Barsington


5. Changes in association
   The persons who have become associates (2) of, ceased to be associates
   of, or have changed the nature of their association (9) with, the
   substantial holder in relation to voting interests in the company or
   scheme are as follows:

  Name and ACN/ARSN
  (if applicable)   Nature of association
  N/A               N/A

6. Addresses
   The addresses of persons named in this form are as follows:

  Name                   Address
  Barsington             c/o 18/F MassMutual Tower, 38 Gloucester
                         Road, Hong Kong
  Each Noble Group       c/o 18/F MassMutual Tower, 38 Gloucester
  Company                Road, Hong Kong


  Signature

  Print Name
  Rory Moriarty

  Capacity
  Partner, Clayton Utz
  Date 30 July 2013

  DIRECTIONS
  (1) If there are a number of substantial holders with similar or related
  relevant interests (eg. a corporation and its related corporations, or
  the manager and trustee of an equity trust), the names could be included
  in an annexure to the form. If the relevant interests of a group of
  persons are essentially similar, they may be referred to throughout the
  form as a specifically named group if the membership of each group, with
  the names and addresses of members is clearly set out in paragraph 6 of
  the form.
(2) See the definition of "associate" in section 9 of the Corporations
Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7)
of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided
into separate classes.
(5) The person's votes divided by the total votes in the body corporate
or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the
change in relevant interest occurred. If subsection 671B(4) applies, a
copy of any document setting out the terms of any relevant agreement, and
a statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together with
a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the
exercise of, or influence the exercise of, the voting powers or disposal
of the securities to which the relevant interest relates (indicating
clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the
Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money
and other, that any person from whom a relevant interest was acquired
has, or may, become entitled to receive in relation to that acquisition.
Details must be included even if the benefit is conditional on the
happening or not of a contingency. Details must be included of any
benefit paid on behalf of the substantial holder or its associate in
relation to the acquisitions, even if they are not paid directly to the
person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the
person (eg. if the relevant interest arises because of an option) write
"unknown".
(9) Give details, if appropriate, of the present association and any
change in that association since the last substantial holding notice.

Annexure A
This is the Annexure A referred to in the Form 604 (Notice of change of
interest of substantial holder signed by Rory Moriarty

Noble Group Companies
Noble Group Limited
Asia Rainbow International Limited
Chongqing Xinfu Food Co. Ltd
Cocaf Ivoire S.A
Evera Sociedad Anonima Comerical
Hamada Construction Engineering Limited
Janvel Pty Limited
Longkou Xinlong Edible Oil Co. Ltd
Lonner Pty Limited
Ming Fat International Oil & Fat Chemical (Tai Xing) Company Limited
Moony Hill Limited
Nantong Noble Grain and Protein Co. Ltd
Noble Americas Corp.
Noble Americas Energy Solutions LLC
Noble Americas Gas & Power Corp.
Noble Americas Resources Corp.
Noble Argentina S.A.
Noble Brasil S.A.
Noble Chartering Inc.
Noble Clean Fuels Limited
Noble Mount Investments Limited
Noble Netherlands B.V.
Noble Paraguay Sociedad Anonima
Noble Petro Inc.
Noble Resources Group Limited
Noble Resources International Pte. Ltd
Noble Resources Limited
Noble Resources Netherlands B.V.
Noble Resources Pte. Ltd.
Noble Resources SA
Noble Resources South Africa (Proprietary) Limited
Noble Resources UK Limited
Onglory Pty Limited
Parmenter Limited
Pioneer Goal Limited
PT Henrison Inti Persada
PT Pelayaran Nasional Tanjungriau Servis
Qinzhou Dayang Cereals and Oils Company Limited
Satellite LLC
Summer Fortune Limited
Territory Resources Limited

UNQUOTE
Sydney
31 July 2013

JSE Sponsor
Macquarie First South Capital (Pty) Limited

Date: 31/07/2013 02:50:00 Supplied by www.sharenet.co.za                     
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