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RANGE INTERNATIONAL LIMITED — Capital/Financing Update 2020
Jan 13, 2020
65662_rns_2020-01-13_2f78530f-289c-4374-ac3e-4816de9b5af8.pdf
Capital/Financing Update
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ASX Announcement
14 January 2020
ASX Market Announcements ASX Limited Level 4, Exchange Centre 20 Bridge Street Sydney, NSW 2000
Section 708A Cleansing Statement
Range International Limited (ASX Code: RAN)
This notice is given by Range International Limited (ACN 22 611 998 200) (Range) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Act).
On 5 December 2019, Range announced a placement of ordinary shares to sophisticated investors (Placement) to raise A$1,500,000 at A$0.015 per fully paid ordinary share in Range (New Shares) and a Share Purchase Plan (SPP).
Range confirms that it will today issue 99,999,965 New Shares to sophisticated investors under the Placement.
Range advises that:
- a) the New Shares were offered without disclosure under Part 6D.2 of the Act;
- b) this notice is being given under section 708A(5)(e) of the Act;
- c) as at the date of this notice, Range has complied with:
- i) the provisions of Chapter 2M of the Act as they apply to Range; and
- ii) section 674 of the Act as it applies to Range; and
- d) as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) or 708A(8) of the Act that is required to be set out in this notice.
This announcement has been authorised for release by the Company Secretary.
Yours sincerely
Kim Bradley Ware Company Secretary

About Range International:
Range is a manufacturer of plastic pallets, trading as Re>Pal™. Our ThermoFusion™ technology allows Re>Pal™ to make 'zero waste', 100% recycled and recyclable plastic.
Range currently has production lines operating in its East Java factory in Indonesia and sells its pallets under the brand Re>Pal™, supplying pallets into Indonesia and across Asia/ globally.
For more information about this announcement please contact:
| Stephen Bowhill | [email protected] or +61403852734 |
|---|---|
| Richard Jenkins | [email protected] |
| Media: | [email protected] |
| Investor Relations: | [email protected] |
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
Range International Limited
ABN
22 611 998 200
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
- 1 +Class of +securities issued or to be issued
-
- fully paid ordinary shares (Shares) 2. unquoted options over ordinary shares (Options)
- 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
- 160,316,458 Shares 2. 24,000,000 Options
+ See chapter 19 for defined terms.
3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 1. The new Shares will be on the same terms as the existing Shares on issue. 2. The Options will vest on the date the options are issued. The Options are exercisable at A$0.03 (3 cents) per share and are exercisable until the date that is 3 years after the Issue Date. Each Option upon exercise will convert into 1 share upon exercise.
The minimum number of Options
exercisable is 12,000,000.
+ See chapter 19 for defined terms.
| 4 | Dothe+securitiesrankequally in all respects fromthe+issuedatewithanexisting+classofquoted+securities?If the additional +securitiesdo not rank equally, pleasestate:•the date from which theydo•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which theydo not rank equally, otherthan in relation to thenextdividend,distributionorinterestpayment | 1.2. | Yes, the Shareswill rank equally with allexisting fully paid ordinary shares fromthe date of issue.Yes,Sharesissuedonexerciseofunquotedoptions, will rank equally withother fully paidordinary shares in theCompany. |
|---|---|---|---|
| 5 | Issue price or consideration | 1. | A$0.015 per ordinary share |
| Atotal of A$2.4 million | |||
| 2. | in lieu of Directors fees. | ||
| 6 | Purpose of the issue(If issued as consideration fortheacquisitionofassets,clearly identify those assets) | 1.2. | The proceeds from the issue of newShareswill be used for the purposesdescribed in the ASX announcementsbythe Company on 5 December 2019,andthe Company's Notice of meeting dated6 December 2019.RefertotheCompany'sNoticeofmeeting dated 6 December 2019. |
+ See chapter 19 for defined terms.
| 6a | Istheentityan+eligibleentitythathasobtainedsecurityholderapprovalunder rule 7.1A?If Yes, complete sections 6b –6hinrelationtothe+securities the subject of thisAppendix3B,andcomply | Yes |
|---|---|---|
| with section 6i | ||
| 6b | The date the security holderresolutionunderrule7.1Awas passed | 29/5/2019 |
| 6c | Number of +securities issuedwithoutsecurityholderapproval under rule 7.1 | Nil |
| 6d | Number of +securities issuedwith security holder approvalunder rule 7.1A | Nil |
| 6e | Number of +securities issuedwith security holder approvalunder rule 7.3, or anotherspecificsecurityholderapproval(specifydateofmeeting) | Theissueof 99,999,965sharespursuant to asophisticated and professional placementwas approved by shareholders on 6 January2020. |
| 6f | Number of +securities issuedunder an exception in rule7.2 | 60,316,493shareswere issued pursuant tolistingrule 7.2 exception 5. |
| 6g | If +securities issued underrule 7.1A, was issue price atleast 75% of 15 day VWAP ascalculated under rule 7.1A.3?Include the +issue date andbothvalues.IncludethesourceoftheVWAPcalculation. | N/A |
+ See chapter 19 for defined terms.
- 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
- 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
- 7 +Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
| Number | +Class |
|---|---|
| 361,371,444 | Ordinary Shares |
7.1 - 30,158,248 7.1A - 20,105,498
N/A
-
14/1/2020
-
14/1/2020
9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
| Number | +Class | |
|---|---|---|
| 1,413,448 | Options expiring | |
| 22.7.2021 | ||
| 792,927 | Options expiring | |
| 20.7.2022 | ||
| 12,000,000 | Options expiring | |
| 10.09.2024 | ||
| 24,000,000 | Options expiring | |
| 13.01.2023 |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
| Pari passu. | ||
|---|---|---|
Part 2 - Pro rata issue
| 11 | Issecurityholderapprovalrequired? | Part 2 –N/A |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | |
| 13 | Ratio in which the +securitieswill be offered | |
| 14 | +Class of +securities to which theoffer relates | |
| 15 | +Recorddatetodetermineentitlements | |
| 16 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | |
| 17 | Policy for deciding entitlementsin relation to fractions |
+ See chapter 19 for defined terms.
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments | |
|---|---|---|
| Note: Security holders must be told how theirentitlements are to be dealt with. | ||
| Cross reference: rule 7.7. | ||
| 19 | Closingdateforreceiptofacceptances or renunciations | |
| 20 | Names of any underwriters | |
| 21 | Amount of any underwriting feeor commission | |
| 22 | Names of any brokers to theissue | |
| 23 | Fee or commission payable to thebroker to the issue | |
| 24 | Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders | |
| 25 | If the issue is contingent onsecurity holders' approval, thedate of the meeting | |
| 26 | Date entitlement and acceptanceform and offer documents will besent to persons entitled | |
| 27 | If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders | |
| 28 | Date rights trading will begin (ifapplicable) | |
| 29 | Date rights trading will end (if | |
| applicable) |
+ See chapter 19 for defined terms.
- 30 How do security holders sell their entitlements in full through a broker?
- 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
- 32 How do security holders dispose of their entitlements (except by sale through a broker)?
33 +Issue date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of +securities (tick one)
- (a) x +Securities described in Part 1
(b) All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a) Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
- 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
- 37 A copy of any trust deed for the additional +securities
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
| +quotation is sought | N/A | |
|---|---|---|
| +Class of +securities for whichquotation is sought | N/A | |
| Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities? | N/A | |
| If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment | ||
| Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security) | ||
| +classNumberandofall+securitiesquotedonASX(including the +securities in clause38) | 361,371,444 | +ClassOrdinary shares |
| Number |
+ See chapter 19 for defined terms.
Quotation agreement
- 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
- 2 We warrant the following to ASX.
- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those +securities should not be granted +quotation.
- An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
- 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Company Secretary
Sign here: . . Date: 14 January 2020
Print name: Kim Bradley- Ware
+ See chapter 19 for defined terms.
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
| Rule 7.1 –Issues exceeding 15% of capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated | ||
|---|---|---|
| Add the following: | ||
| Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2 | ||
| Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval | ||
| Number of partly paid +ordinary•securities that became fully paid in that12 month period | ||
| Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items | ||
| Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod | Nil | |
| "A" | 201,054,986 |
+ See chapter 19 for defined terms.
| Step 2: Calculate 15% of "A" | ||
|---|---|---|
| "B" | 0.15 | |
| [Note: this value cannot be changed] | ||
| Multiply "A" by 0.15 | 30,158,248 | |
| Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used | ||
| Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: | ||
| •Under an exception in rule 7.2 | ||
| •Under rule 7.1A | ||
| •With security holder approval under rule7.1 or rule 7.4 | ||
| Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items | ||
| "C" | 0 | |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1 | ||
| "A" x 0.15 | 30,158,248 | |
| Note: number must be same as shown inStep 2 | ||
| Subtract "C" | 0 | |
| Note: number must be same as shown inStep 3 | ||
| Total ["A" x 0.15] – "C" | 30,158,248 |
+ See chapter 19 for defined terms.
Part 2
| Rule 7.1A –Additional placement capacity for eligible entities | ||
|---|---|---|
| Step 1: Calculate "A", the base figure from which the placementcapacity is calculated | ||
| "A" | 201,054,986 | |
| Note: number must be same as shown inStep 1 of Part 1 | ||
| Step 2: Calculate 10% of "A" | ||
| "D" | 0.10 | |
| Note: this value cannot be changed | ||
| Multiply "A" by 0.10 | 20,105,498 | |
| Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used | ||
| Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A | Nil | |
| Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items | ||
| "E" | Nil |
+ See chapter 19 for defined terms.
| Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A | |
|---|---|
| "A" x 0.10Note: number must be same as shown in | 20,105,498 |
| Step 2Subtract "E" | Nil |
| Note: number must be same as shown inStep 3 | |
| Total ["A" x 0.10] – "E" | 20,105,498 |
+ See chapter 19 for defined terms.