TIDMRRL
RNS Number : 0236R
Range Resources Limited
24 October 2019
Range Resources Limited
('Range' or 'the Company')
24 October 2019
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE
("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Voluntary Delisting from ASX
The Company has formally applied to ASX requesting that ASX
remove the Company from the official list of ASX (Official List)
pursuant to ASX Listing Rule 17.11 and ASX has accepted its
application and resolved to remove the Company from the Official
List, subject to the satisfaction of the conditions set out in the
full ASX decision outlined in Annexure A.
Timing
The ASX has determined that the Company will be removed from the
Official List at close of trading on 25 November 2019 and the last
day of trading of shares in the Company on ASX will be 22 November
2019. However, the Company notes its securities are currently
suspended from quotation on ASX and will not be reinstated prior to
this date.
Arrangements for sale of shares
The Company will notify shareholders whose securities are held
on the Company's Australian register of the time and date at which
the Company will be removed from the Official List shortly and
inform those shareholders that if they wish to sell their
securities on ASX they will need to do so before that date and if
they don't they will only be able to sell their securities
on-market on the AIM market of the London Stock Exchange (AIM). The
Company will also inform those shareholders generally what they
will need to do if they wish to sell their securities on AIM.
No change will occur to the quotation and trading of the
Company's securities on AIM as a result of the removal from the
Official List.
Key Reasons
The key reasons for seeking to be removed from the Official List
are:
(a) Low levels of trading liquidity: Trading in the Company's
ordinary shares has had a low level of liquidity over a significant
period on the ASX, which has led to low trading volumes, especially
when compared to larger trading volumes on AIM. Also, a large
number of shareholders on ASX (by number) hold 'unmarketable
parcels', meaning there is a limited market for trading in the
Company's shares on ASX. In the period from 1 January 2019 to the
commencement of the Company's suspension from trading on ASX on 18
March 2019, the average number of the Company's shares traded on
AIM was 11,618,372 per day compared to 729,152 per day on ASX. The
low level of liquidity has resulted in limited trading
opportunities for shareholders who wish to exit their holdings.
(b) Additional costs: The continued listing of the Company on
ASX requires the Company to incur considerable corporate and
administrative costs, including listing fees. The Company is
seeking to minimise its expenditure and would cease incurring such
costs if it is removed from the official list of ASX.
Consequences
The consequences for the Company and its shareholders if the
Company is removed from the Official List are:
(a) shareholders will no longer be able to trade their shares on ASX;
(b) the Company's shares will only be capable of being traded on
AIM, which will require shareholders to transfer their shares to
depository interests to trade on AIM and engage a suitably
qualified Australia broker or a UK based broker who is able to
trade on AIM, or by off-market, private transactions, which will
require shareholders to identify and agree terms with potential
purchasers of shares;
(c) if, following removal of the Official List, the Company has
100 or more shareholders, it will be an "unlisted disclosing
entity" under the Corporations Act;
(d) as an unlisted disclosing entity, the Company will still be
required to give continuous disclosure of material matters in
accordance with the Corporations Act by filing notices with ASIC
under section 675 of the Corporations Act and the Company will
still be required to lodge annual audited and half-yearly financial
statements in accordance with the requirements of the Corporations
Act, however if the Company ceases to be an unlisted disclosing
entity there will be no ongoing requirement for the Company to give
continuous disclosure of material matters under section 675 or
lodge half-yearly financial statements reviewed by an auditor but
as a public company it will continue to be required to lodge annual
audited financial statements. In addition, the Company notes that
while its securities are admitted to trading on AIM, it will also
be required to give continuous disclosure of material matters in
accordance with the AIM Rules.
Remedies available to shareholders
If a shareholder of the Company considers the removal from the
Official List to be contrary to the interests of the shareholders
of the Company as a whole or oppressive to, unfairly prejudicial
to, or unfairly discriminatory against a shareholder or
shareholders, it may apply to the court for an order under Part
2F.1 of the Corporations Act. Under section 233 of the Corporations
Act, the court can make any order that it considers appropriate in
relation to the Company, including an order that the Company be
wound up or an order regulating the conduct of the Company's
affairs in the future.
If a shareholder of the Company considers that the removal form
the Official List involves "unacceptable circumstances", it may
apply to the Takeovers Panel for a declaration of unacceptable
circumstances and other orders under Part 6.10 Division 2
Subdivision B of the Corporations Act (refer also to Guidance Note
1: Unacceptable Circumstances issued by the Takeovers Panel). Under
section 657D of the Corporations Act, if the Takeovers Panel has
declared circumstances to be unacceptable, it may make any order
that it thinks appropriate to protect the rights or interests of
any person or group of persons, where the Takeovers Panel is
satisfied that those rights or interests are being affected, or
will be or are likely to be affected, by the circumstances.
Contact details
Cantor Fitzgerald Europe (Nominated
Range Resources Limited Adviser and Broker)
Evgenia Bezruchko (Group Corporate David Porter / Rick Thompson (Corporate
Development Manager & Joint Company Finance)
Secretary) t. +44 (0)20 7894 7000
e. admin@rangeresources.co.uk
t. +44 (0)20 3865 8430
Annexure A - ASX decision
ASX's decision is as follows:
1. Subject to Resolution 2, and based solely on the information
provided, ASX will remove the Company from the official list of ASX
on 25 November 2019, subject to compliance with the following
conditions:
a. The Company sends written or electronic communication to all
security holders whose securities are held on the Company's
Australian register, in form and substance satisfactory to ASX,
setting out:
i. the nominated time and date at which entity will be removed
from the ASX official list and that:
1. if they wish to sell their securities on ASX, they will need to do so before then; and
2. if they don't, thereafter they will only be able to sell the
underlying securities on-market on the AIM market of the London
Stock Exchange ("AIM");
ii. generally what they will need to do if they wish to sell their securities on AIM.
b. The removal shall not take place any earlier than one month
after the above-mentioned communication has been sent to security
holders, so that security holders have at least that period to sell
their securities on ASX should they wish to do so; and
c. The Company releases the full terms of this decision to the
market upon formal application to delist the Company from the
official list of ASX.
2. Resolution 1 applies only until 16 January 2020 and is
subject to any amendments to the listing rules or changes in the
interpretation or administration of the listing rules and policies
of ASX.
3. ASX has considered listing rule 17.11 only and makes no
statement as to the Company's compliance with other listing
rules.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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October 24, 2019 05:33 ET (09:33 GMT)
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