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Firestone reaffirms it’s recommendation that Shareholders REJECT RNG’s Offer
FIRESTONE ENERGY LIMITED
(Incorporated in Australia)
(Registration number ABN 058 436 794)
Share code on the JSE Limited: FSE
Share code on the ASX: FSE
ISIN: AU000000FSE6
(SA company registration number 2008/023973/10)
("FSE" or "the Company")
About Firestone Energy
Firestone Energy Limited is an
25 March 2013
independent, Australian exploration and
development company listed on the
Australian Stock Exchange Ltd (ASX) and
Firestone reaffirms it’s recommendation that Shareholders REJECT RNG’s the Johannesburg Stock Exchange (JSE).
Offer Firestone Energy has entered into a Joint
Venture with Sekoko Resources (Pty) Ltd
through which Firestone Energy has
acquired the right to 60% participation
Firestone Energy Limited (ASX/JSE: FSE) (the “Company”, "FSE" or “Firestone”) interests in the Waterberg Coal Project
has reaffirmed its advice to shareholders to REJECT the offer by Range River Gold located in Lephalale area, Limpopo Province,
Limited (ASX: RNG) ("Range River" or "RNG") for the acquisition of all ordinary South Africa.
shares in Firestone (in consideration of 1 Range River share for every 2 Firestone
shares) following receipt of RNG’s Supplementary Bidder’s Statement on 19 The first stage of the project is to develop the
March 2013 (“Offer”). Smitspan mine which has a substantial
measured thermal coal resource and to
develop the Vetleegte mine which is a
The board of Firestone recommend that Firestone shareholders REJECT the Offer substantial metallurgical coal deposit.
on the grounds that the Offer remains inadequate, highly conditional and
opportunistic and fails to meet your Board’s view of full and fair value for your Firestone Energy is committed to becoming a
Firestone shares, for the following reasons: profitable independent coal and energy
producer at its projects in South Africa,
thereby making a substantial contribution to
The Independent Expert has concluded that the Offer is NOT the social and economic development of the
Fair and NOT Reasonable for FSE Shareholders (the Lephalale area and South Africa.
Independent Expert’s Report is included with the Target’s
1 Statement lodged with ASIC and announced to the ASX on 18
Corporate Details
ASX: FSE
March 2013). The supplementary bid does not improve the JSE: FSE
terms of the Offer for FSE Shareholders. Issued Capital:
3,549 million ordinary shares
RNG’s Offer is a scrip bid which is an inadequate form of
2 consideration Major Shareholders:
Sekoko Resources (Pty) Ltd
Linc Energy Ltd
The Offer does NOT compensate Firestone's Shareholders for BBY Nominees Pty Ltd
3 the strategic nature and the inherent value of Firestone’s Bell Potter Nominees Ltd
assets Directors and Officers
RNG is paying a significantly higher price to acquire its Non Executive Directors:
4 interest in FSE from Sekoko Mr Tim Tebeila (Chairman)
David Perkins (Deputy Chairman)
Dr Pius Kasolo
The Offer will dilute existing FSE shareholders in their Ben Mphahlele
effective ownership of the assets of Firestone Kobus Terblanche
Oren Zohar
Jack James
5 (the Supplementary Bidder’s Statement notes that Range
River proposed to undertake an additional placement to Officers:
raise up to $10,000,0000 which will increase the dilution of Mr David Knox CEO
Ms Amanda Matthee CFO
FSE shareholders aggregate interest in the merged entity) Mr Jerry Monzu Company Secretary
The FSE Board believes that the FSE share price will re-rate Contact:
6 over the longer term as FSE moves closer to production Suite B9, 431 Roberts Road
Subiaco, Western Australia 6008
Tel: +61 (08) 9287 4600
RNG’s Offer is highly conditional and requires, amongst other things:
(i) RNG acquiring Ariona Company SA ("Ariona") which requires RNG
shareholder approval and FSE Shareholder approval
(ii) RNG raising $10 million via an equity raising using a Prospectus (yet to be
lodged with ASIC)
7 (iii) RNG raising $10 million via a convertible loan, completion of which has
not been announced
(iv) RNG securing $35 million of funding via a Standard Bank South Africa
consortium, which at the date of the Supplementary Bidder’s Statement
remains non-binding
RNG's Offer has been timed opportunistically to:
(i) coincide with the settlement of the Ariona transaction, designed to
8 destabilise and distract FSE; and
(ii) transfer the value in Firestone to Range River at a time just prior to
Firestone achieving critical milestone events
9 RNG’s Offer may have adverse taxation implications for FSE Shareholders
The Supplementary Bidder’s Statement received from RNG notes that RNG proposes to obtain a
secondary listing on the AltX division of the Johannesburg Stock Exchange (JSE). If the AltX listing is
achieved, Firestone’s South African JSE shareholders may accept RNG shares as consideration for their
FSE shares if they accept the Offer. The AltX is a secondary securities trading board and does not offer
shareholders the same benefits of the JSE, which is the main trading board in South Africa. FSE
believes that the JSE provides better access to capital, more corporate credibility, and better liquidity
for shareholders of companies listed on the AltX.
Firestone’s Target’s Statement was lodged with ASIC and announced to the ASX on 18 March 2013.
Firestone expects that despatch of the Target’s Statement to FSE shareholders will be completed by 26
March 2013.
The Firestone Board reaffirms its strong recommendation that FSE shareholders REJECT the Offer.
Shareholders should do nothing in relation to any documents received from RNG.
All Firestone announcements are available on the Company’s website on www.firestoneenergy.com.au
and via www.asx.com.au.
Shareholders can also receive further information on the Offer by calling the Firestone shareholder
information line on: 1800 643 977 or for international calls +61 2 8256 3363.
Yours sincerely,
David Knox
Chief Executive Officer
www.firestoneenergy.com.au
Tel: Australia (+61 08 9287 4600)
South Africa (+27 11 706 3548)
Sponsor
River Group
25 March 2013
2
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