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JSE LIMITED - Second Supplementary Bidder's Statement

Release Date: 27/03/2013 13:11
Code(s): JSER     PDF:  
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Second Supplementary Bidder's Statement

RANGE RIVER GOLD LIMITED
(to be renamed The Waterberg Coal Company Limited)
(ABN 64 065 480 453)

Second Supplementary Bidder’s Statement

in relation to a Takeover Offer by Range River Gold Limited to acquire ALL of your ordinary shares in
Firestone Energy Limited (ABN 71 058 436 794)



1.     IMPORTANT INFORMATION

       This document is the second supplementary bidder’s statement dated 27 March 2013 (Second
       Supplementary Bidder’s Statement) made under section 643 of the Corporations Act 2001 (Cth)
       (Corporations Act) by Range River Gold Limited (ABN 64 065 480 453) (RNG) in relation to its off-market
       takeover offer for all of the fully paid ordinary shares in the capital of Firestone Energy Limited (ABN 71
       058 436 794) (FSE) which RNG does not own (Takeover Offer).

       This Supplementary Bidder’s Statement is supplementary to and should be read together with the
       bidder’s statement dated and lodged with the Australian Securities and Investments Commission
       (ASIC) on 30 January 2013 (Original Bidder’s Statement) and the first supplementary bidder’s
       statement dated and lodged with ASIC on 19 March 2013 issued by RNG (First Supplementary
       Bidder’s Statement).

       This Second Supplementary Bidder’s Statement was lodged with ASIC on 27 March 2013. Neither
       ASIC nor any of its officers takes any responsibility for the contents of this Second Supplementary
       Bidder’s Statement.

       This Second Supplementary Bidder’s Statement must be read together with the Original Bidder’s
       Statement and the First Supplementary Bidder’s Statement. If there is a conflict between the Original
       Bidder’s Statement or the First Supplementary Bidder’s Statement and this Second Supplementary
       Bidder’s Statement, this Second Supplementary Bidder’s Statement will prevail. Terms defined in the
       Original Bidder’s Statement and First Supplementary Bidder’s Statement have the same meaning in
       this Second Supplementary Bidder’s Statement.

       This document is important and should be read in its entirety. Please consult your legal, financial or
       other professional adviser if you do not fully understand the contents.

       A copy of this Second Supplementary Bidder’s Statement will be available on RNG’s website
       (http://www.rangerivergold.com.au).

2.     INCREASE IN TAKEOVER OFFER CONSIDERATION

2.1    Increased Takeover Offer

       RNG has increased the Takeover Offer consideration to 1.25 RNG Shares for every 2 FSE Shares
       (Increased Offer) from the original Takeover Offer consideration of 1 RNG Share for every 2 FSE Shares
       (each on a pre-Consolidation basis). On a post-Consolidation basis, the consideration will be 1.25
       RNG Shares for every 20 FSE Shares.

       Attached to this Second Supplementary Bidder’s Statement as Annexure “A” is a notice under
       Section 650D of the Corporations Act which formally varies the terms of the Takeover Offer to give
       effect to the Increased Offer.

2.2    FSE Shareholders who have not accepted the Offer

       In order to accept the Increased Offer, FSE Shareholders who have not already accepted the
       Takeover Offer should complete, sign and return the acceptance form (New Acceptance Form) in
       respect of the Increased Offer in accordance with the instructions on the New Acceptance Form.

       Please note that RNG may, in its discretion, accept a completed Acceptance Form which
       accompanied the Original Bidder’s Statement as acceptance of the Takeover Offer.
      A copy of the New Acceptance form has been provided to FSE Shareholders who have not already
      accepted the Takeover Offer with this Second Supplementary Bidder’s Statement. Please contact
      RNG on +61 8 9200 4243 for a copy of the New Acceptance Form.

2.3   FSE Shareholders who have accepted the Takeover Offer

      In accordance with the Corporations Act, FSE Shareholders who have already accepted the
      Takeover Offer are automatically entitled to the Increased Offer and do not need to complete a
      New Acceptance Form.

2.4   Effect of Increased Offer

      The effect of the increased Takeover Offer consideration on the capital structure of RNG is shown in
      the updated capital structure table set out as Annexure “C” to this Second Supplementary Bidder’s
      Statement.

3.    CONDITIONS OF THE TAKEOVER OFFER

3.1   Takeover Offer freed from conditions

      RNG has, with effect from 27 March 2013, freed the Takeover Offer from all defeating conditions.

      Attached to this Second Supplementary Bidder’s Statement as Annexure “B” is a notice under Section
      650F of the Corporations Act which formally varies the terms of the Takeover Offer to give effect to
      the Takeover Offer being freed from any conditions.

3.2   Accelerated payment arrangements

      RNG has amended its Takeover Offer so as to shorten the time for payment of the Increased Offer
      consideration to accepting FSE Shareholders to the later of:

      (a)      three (3) Business Days after the Takeover Offer becomes unconditional; or

      (b)      three (3) Business Days after the date of acceptance of the Increased Offer.

4.    FIRST PLACEMENT – TRANCHE 1 ISSUE

      As foreshadowed in the notice of meeting for the General Meeting, on 22 March 2013, RNG issued a
      total of 81,575,305 RNG Shares (on a pre-Consolidation basis) to sophisticated and professional
      investors, which issue forms tranche 1 of the Placement (First Tranche Issue). RNG will seek RNG
      Shareholder approval to ratify the First Tranche Issue at the General Meeting.

      The effect of the First Tranche Issue on the capital structure of RNG is set out in Annexure “C” to this
      Second Supplementary Bidder’s Statement.

5.    APPROVAL OF SUPPLEMENTARY BIDDER’S STATEMENT

      This Supplementary Bidder’s Statement has been approved unanimously by a resolution passed by all
      of the directors of RNG on 27 March 2013.

      Signed for and on behalf of
      Range River Gold Limited




      Mr Jonathan Hart
      Director and Company Secretary




                                                                                                            2
ANNEXURE A – NOTICE OF INCREASED TAKEOVER OFFER




                    NOTICE OF VARIATION – INCREASE OF OFFER CONSIDERATION
                        SECTIONS 650D(1) - CORPORATIONS ACT 2001 (CTH)

 OFF-MARKET TAKEOVER OFFER BY RANGE RIVER GOLD LIMITED FOR ALL OF THE ORDINARY SHARES IN
                                FIRESTONE ENERGY LIMITED


To:     1.       Firestone Energy Limited (ACN 058 436 794) (FSE).

        2.       Australian Securities and Investments Commission.

        3.       Each person to whom offers were made under the takeover offer referred to in this
                 notice.

Range River Gold Limited (ACN 065 480 453) (RNG) gives notice under section 650D(1) of the
Corporations Act 2001 (Cth) (Corporations Act) that the offers under its off-market takeover bid for
all of the ordinary shares in FSE, pursuant to its bidder’s statement dated 30 January 2013 (Offer), are
varied as follows:

(a)     by increasing the consideration under the Offer from 1 new RNG share for every 20 FSE
        shares (post-consolidation of RNG shares on a 1:10 basis), to 1.25 RNG shares for every 20
        FSE shares (post-consolidation of RNG shares on a 1:10 basis); and

(b)     accordingly, the Offer is varied by replacing


        (i)      “1 pre-Consolidation RNG Share for every 2 FSE Shares” with “1.25 pre-Consolidation
                 RNG Shares for every 2 FSE Shares”; and

        (ii)     “1 post-Consolidation RNG Share for every 20 FSE Shares” with “1.25 pre-
                 Consolidation RNG Shares for every 20 FSE Shares”,

        in each place in which they appear in the Offer and in every other place in which they
        appear in the Bidder’s Statement and the acceptance form.

This notice is dated 27 March 2013.

A copy of this notice was lodged with ASIC on 27 March 2013. ASIC takes no responsibility for the
contents of this notice.




___________________________
Signed for and on behalf of Range River Gold Limited
Jonathan Hart
Director




                                                                                                      3
ANNEXURE B – NOTICE OF BID CONDITIONS

                           NOTICE OF STATUS OF DEFEATING CONDITIONS
                         SECTIONS 650F(1)- CORPORATIONS ACT 2001 (CTH)

 OFF-MARKET TAKEOVER OFFER BY RANGE RIVER GOLD LIMITED FOR ALL OF THE ORDINARY SHARES IN
                                FIRESTONE ENERGY LIMITED


To:     1.      Firestone Energy Limited (ACN 058 436 794) (FSE).

        2.      Australian Securities Exchange (ASX).

        3.      Johannesburg Stock Exchange (JSE).



For the purposes of section 650F(1) of the Corporations Act 2001 (Cth), Range River Gold Limited
(ACN 065 480 453) (RNG) gives notice and declares that:

(a)     its takeover offer for all of the ordinary shares in FSE is free from all the conditions in section
        1.9(a) of Annexure A of its original bidder’s statement dated 30 January 2013 (Bidder’s
        Statement), including the condition inserted by section 5.3 of the supplementary bidder’s
        statement dated 19 March 2013; and

(b)     as at the date of this notice, its voting power in FSE is 5.551% comprising 197,038,010 FSE
        shares out of a total of 3,549,698,723 FSE shares presently on issue.


This notice is dated 27 March 2013.




___________________________
Signed for and on behalf of Range River Gold Limited
Jonathan Hart
Director




                                                                                                         4
ANNEXURE C – PROPOSED RNG CAPITAL STRUCTURE

The revised proposed capital structure of RNG which takes into account those matters set out in this Second
Supplementary Bidder’s Statement is set out below:

    Shares                                                                                                       Number
    Current RNG Shares (assuming no options are exercised or other shares issued)                             407,876,5271
    Issue RNG Shares to Haworth (pre-Consolidation)                                                          1,250,000,000
    Sub-Total                                                                                                1,657,876,527
    Post 1:10 Consolidation2                                                                                   165,787,653
    RNG Shares issued pursuant to the second tranche of the Placement (post Consolidation)                         842,470
    Issue RNG Shares pursuant to Second Placement (post-Consolidation)                                          50,000,000
    Issue RNG Shares pursuant to the Prospectus (post Consolidation)                                            50,000,000
    Issue RNG Shares pursuant to the Converting Loans (post Consolidation)                                      50,000,000
    Issue RNG Shares under the Takeover Offer (post Consolidation)3                                            221,856,170
    Sub-Total                                                                                                  538,486,293
    Issue of Shares pursuant to the Convertible Facility Agreement (post-Consolidation)                       459,375,0004
    TOTAL                                                                                                     997,861,2935

Notes
1      This includes the RNG Shares issued pursuant to the First Tranche Issue.
2      These numbers are approximations and will be subject to rounding of holdings.
3      As at the date of First Supplementary Bidder’s Statement (and based on consideration for the Takeover Offer
       being 1 RNG Share for every 20 FSE Shares (on a post-Consolidation basis) held by FSE Shareholders), the number
       of RNG Shares to be issued under the Takeover Offer was 177,484,936 post-Consolidation RNG Shares. Please
       note that:
       -        this figure will increase if any further shares are issued by FSE, or any FSE options are exercised, between
                the date of this Second Supplementary Bidder’s Statement and the date the Takeover Offer closes; and
       -        this figure will decrease upon Ariona completing the Share Purchase Agreement.
4      Assuming all of the Loan under the Convertible Facility Agreement is converted based on a 20% discount to a 5
       day average price of Shares at $0.20. The Company guarantees the SBSA Consortium a minimum conversion
       value of $73,500,000 and this value includes the LIBOR plus 12% to be converted into Shares. Please refer to the
       summary of the Convertible Facility Agreement set out in Section 3 of the First Supplementary Bidder’s Statement
       for further details. The total amount of RNG Shares to be issued will depend on the VWAP at the time of any
       conversion and as such the amount above may increase or decrease accordingly. Below sets out a worked
       example of the total number of RNG Shares that can be issued upon conversion of the Loan based on different
       5 day average prices.
       Average Price              20% discount to                             Shares issued upon conversion of Loan
                                   average price

       $0.01                               $0.008                                                     9,187,500,000

       $0.03                               $0.024                                                     3,062,500,000

       $0.05                                $0.04                                                     1,837,500,000

       $0.10                                $0.08                                                       918,750,000

       $0.20                                $0.16                                                       459,375,000

       $0.30                                $0.24                                                       306,250,000

       $0.45                                $0.36                                                       204,166,667

       $0.60                                $0.48                                                       153,125,000

       $0.75                                $0.60                                                       122,500,000

       $0.90                                $0.72                                                       102,083,333



5      This amount may vary depending on the total number of RNG Shares to be issued upon conversion of the Facility
       plus interest.
                                                                                                                               5

Date: 27/03/2013 01:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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