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Form 604 - Notice of Change of interests of substantial holder
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
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