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RANGE INTERNATIONAL LIMITED — Capital/Financing Update 2016
Jul 20, 2016
65662_rns_2016-07-20_0e21f907-4dd7-4f12-a634-6bd3cf064b4b.pdf
Capital/Financing Update
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21 July 2016
Pre-quotation Disclosure Announcement
Range International Limited completes IPO and ASX Listing
Range International Limited (ACN 611 998 200) ( Company ) has successfully completed the issue of fully paid ordinary shares in the Company ( Shares ) under the initial public offering ( Offer ) described in its Prospectus dated 14 June 2016 ( Prospectus ).
The following information is given for release to the market in connection with the commencement of official quotation of the Company's Shares on the Australian Securities Exchange.
Close of the Offer and issue of Shares
The Company confirms that the Offer has closed and it has completed the issue of 50,000,000 Shares at an issue price of $1.00.
The Company has received cleared funds for the issue price of every Share issued under the Offer.
Following completion of the Offer, the Company has 150,000,000 Shares on issue. The Company confirms that at the time of admission to the official list of ASX it will have a free float of at least 20%.
Despatch of holding statements and refund of application monies
The Company confirms that CHESS transaction confirmation statements and issuer sponsored holding statements, which state the number of Shares issued to each successful applicant under the Offer, were despatched on 19 July 2016.
It is the responsibility of each applicant under the Offer to confirm their holding before trading in Shares. Applicants who sell Shares before they receive an initial holding statement do so at their own risk.
Any applicable refund monies were also dispatched.
Shares subject to voluntary escrow arrangements
The Company confirms that 100,000,000 Shares are subject to voluntary escrow arrangements. These Shares will be escrowed as follows:
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| Period of restriction commencing on the date of admission to the official list of ASX |
Number of Existing Shares subject to voluntary escrow restrictions (including shares subject to mandatory escrow restrictions) |
|
|---|---|---|
| Etonhurst Capital Limited (controlled by Stewart Hall) |
24 months | 7,897,838 |
| Matthew Darby | 24 months | 18,598,899 |
| Bill Koeck | 24 months | 66,055 |
| Existing Shareholders which hold more than 1% of the Existing Shares |
12 months | 43,873,302 |
| All other Existing Shareholders | 6 months | 29,563,906 |
| TOTAL | 100,000,000 |
Shares subject to ASX restrictions and the restriction period applied to those securities
| Number of shares | Number of options | |
|---|---|---|
| 24 months from the date of official quotation of the securities |
48,124,809 | 4,712,698 |
| 12 months from the date of issue | 17,359,788 | N/A |
| TOTAL | 65,484,597 | 4,712,698 |
Issue of Options under Option Plan
The Company has completed the issue of the unquoted options contemplated in the Company's prospectus. Accordingly the Company has the following Options on issue:
| Holder | Relationship with Entity | Number of securities held |
|---|---|---|
| Stewart Hall | Executive Chairman | 1,413,448 |
| Matthew Darby | Executive Director | 1,413,448 |
| Lars Amstrup | Managing Director | 1,635,802 |
| Tier 2 Participants (other executives/employees) |
Unrelated employees/executives |
2,169,462 |
| Bill Koeck | Non-executive Director | 125,000 |
| Mark Daniel | Non-executive Director | 125,000 |
| TOTAL OPTIONS | 6,882,160 |
Completion of Re-domicile from the Commonwealth of Dominica
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The "re-domicile" was completed on 21 June 2016. The Company is now registered under the Corporations Act 2001(Cth).
Completion of the Restructure
The Restructure under which the Company acquired all outstanding shares in Range International Holdings Limited was completed on 21 June 2016.
Completion of the New Zealand Sale and Purchase Agreement
The acquisition of goodwill and intellectual property from Range Industries Limited (and its subsidiaries) was completed on 7 June 2016.
ASX Corporate Governance Council – Corporate Governance Principles and Recommendations
The Company will separately disclose the extent to which it will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council.
Other pre-quotation disclosures
The following documents have been released on the ASX Market Announcements Platform today:
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a distribution schedule of the shareholders of the Company following completion of the Offer;
-
a statement setting out the names of the Company's 20 largest shareholders following completion of the Offer;
-
the Company's Appendix 1A ASX Listing Application and Agreement and Information Form and Checklist ;
-
the Prospectus;
-
the Company's Constitution;
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copies of the audited financial statements for Range International Holdings Limited for the financial years ended 31 December 2013, 31 December 2014 and 31 December 2015.
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the full terms and conditions of the Option Plan Rules relating to the Company's Option Plan; and
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the Company's Securities Trading Policy .
Stewart Hall Executive Chairman, Range International Limited
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