THORNEY TECHNOLOGIES LTD — M&A Activity 2012

Nov 14, 2012

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Joint ASX Announcement

Australian Renewable Fuels Limited (ASX: ARW) Wentworth Holdings Limited (ASX: WWM)

Release date: 15 November 2012

AUSTRALIAN RENEWABLE FUELS & WENTWORTH AGREE TO MERGE

Key features

• Australian Renewable Fuels Limited (ARfuels) and Wentworth Holdings Limited (Wentworth) have agreed the terms of a proposed merger comprising a scrip offer by ARfuels for all the outstanding shares in Wentworth on the basis of 5.70 ARfuels shares for each 1 Wentworth share.

• Unanimous recommendation by the directors of Wentworth[1] .

• The merger will be implemented by way of an off-market takeover of Wentworth by ARfuels.

• ARfuels anticipates entering into pre-bid acceptance agreements with certain shareholders and all directors of Wentworth for approximately 19% of Wentworth’s issued shares.

• On full acceptance, the merger will provide ARfuels with a cash injection of approximately $14 million to fund working capital, future growth and substantially strengthen its balance sheet.

The offer

ARfuels will make an offer to acquire all of the outstanding shares of Wentworth, with Wentworth shareholders to be offered 5.70 ARfuels shares for every 1 Wentworth share (the Offer ). Given ARfuels’ one month volume weighted average price ( VWAP ) of $0.0123[2] per share (as of close of trade on 12 November 2012), the Offer implies a value of $0.070 per Wentworth share or approximately $15.7 million for the whole of Wentworth’s issued share capital[3] .

For Wentworth shareholders, the Offer represents a substantial premium of approximately:

• 29.8 % to the closing price of Wentworth shares of $0.054 on 12 November 2012, being the last trading day prior to the announcement.

• 32.6 % to the one month VWAP of Wentworth shares of $0.053 up to 12 November 2012.

The transaction will be implemented through an off-market takeover for Wentworth. Wentworth has appointed Leadenhall Corporate Advisory Pty Ltd as Independent Expert and a copy of their report will be included in Wentworth’s Target’s Statement.

ARfuels’ Bidder’s Statement and Wentworth’s Target’s Statement will be provided to Wentworth shareholders in coming weeks in accordance with the transaction timeline set out below.

Benefits of the transaction

The boards of both companies believe there is a compelling strategic rationale for the transaction in that it will combine the technical expertise and production capability of ARfuels, as Australia’s only national biodiesel producer, with Wentworth’s economic resources.

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Vaughan Webber, Chairman of Wentworth, will join the ARfuels Board as a Non-Executive Director upon completion of the transaction.

Summary benefits of the transaction for Wentworth shareholders include:

• Full value recognition for Wentworth shareholders with the 1 month ARfuels’ VWAP implying a $0.070 Wentworth share price under the Offer and an approximate 11.1% premium to Wentworth’s estimated cash backing per share at time of transaction of $0.063.

• A significant premium for control as reflected by the 32.6% premium to the 1 month volume weighted average price (VWAP) of Wentworth shares.

• The expected greater liquidity in ARfuels securities on the ASX compared to the liquidity of Wentworth securities on the ASX.

• Exposure to the continued growth of ARfuels’ biodiesel production and sales.

Capital gains tax rollover relief is expected to be available for Wentworth shareholders who are Australian residents in respect of the ARfuels shares that they receive under the Offer.[4]

Benefits for ARfuels shareholders include the following:

• The transaction represents a material capital raising for ARfuels and provides access to cash of approximately $14 million to assist with ongoing working capital requirements and management of existing near term financial obligations.

• Provides net asset accretion, with net tangible asset backing per ARfuels share expected to increase from $0.004 to $0.006.[5]

• Estimated reduction in ARfuels net gearing from approximately 65% at present to approximately 13% post the transaction[6] .

Directors’ unanimous recommendation

Wentworth’s directors have resolved to unanimously recommend that shareholders accept the Offer, in the absence of a Superior Proposal. ARfuels anticipates entering into pre-bid acceptance agreements with certain shareholders and all directors of Wentworth for approximately 19% of Wentworth’s issued capital. These agreements will be the subject of separate disclosures which will be made to the ASX. The Wentworth directors’ pre-bid acceptances of the Offer represent an aggregate of 7.04% of shares in Wentworth.

Wentworth Chairman Vaughan Webber described the offer as a win-win arrangement for both companies.

“Wentworth is delighted to be merging with an emerging asset rich listed company with strong management, clear strategic objectives and a growth strategy. This merger delivers to Wentworth shareholders not only exposure to a growth business, but enhanced liquidity and genuine potential for share price appreciation. Accordingly, the Wentworth directors unanimously recommend the bid.”

ARfuels Managing Director and Chief Executive Officer, Andrew White said the Offer was compelling for both companies.

“The transaction supports ARfuels’ long term growth strategy. Combined with the recommissioning of our Largs Bay facility and strong order pipeline, we expect to continue our recent momentum, with further sales growth anticipated in FY14 to follow as we approach nameplate production. Wentworth shareholders will share in the anticipated continued growth of Australia’s only national biodiesel producer” he said.

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Key Offer conditions

The Offer will be subject to certain conditions which will be set out in the Bidder’s Statement that will accompany the Offer. Key conditions of the Offer will include:

• 90.0% minimum acceptance;

• Wentworth maintaining a net cash balance above $14 million prior to Offer close.

The terms of the Offer (including the full Offer conditions) are set out in detail in the Merger Implementation Deed entered into by ARfuels and Wentworth on 13 November 2012. A copy of this document is being simultaneously released to the ASX.

Key milestone dates

The following dates are indicative and are subject to change:

• Bidder’s and Target’s Statements lodged with ASX and with ASIC on 7 December 2012.

• Bidder’s and Target’s Statement dispatched to Wentworth shareholders on 13 December 2012.

• Offer period ends (subject to extension) on 21 January 2013.

For further information contact:

Andrew White Vaughan Webber Managing Director and CEO Non-Executive Chairman Australian Renewable Fuels Limited Wentworth Holdings Limited Tel:+61 3 9981 0011 Tel:+61 420 961 617 Email: awhite@arfuels.com.au Email: Vaughan.webber@gmail.com

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About ARfuels

ARfuels principal activity involves the production and sale of Biodiesel. With a focus on producing high quality biodiesel and a steadfast commitment to environmental sustainability, ARfuels is the only public-listed biodiesel entity and national biodiesel company in Australia. In November 2011 ARfuels completed the acquisition of Biodiesel Producers Limited to enhance its production capabilities. This increases the capacity of ARfuels to a total of 150 million litres per annum. ARfuels has three production facilities nationwide, namely Barnawartha (Victoria), Picton (Western Australia) and Largs Bay (South Australia).

Further information about ARfuels can be found at www.arfuels.com.au

About Wentworth

Following the conclusion of a lengthy strategic review, culminating in the sale of Wentworth Holdings’ main undertaking, a real estate investment business in October 2011, the business officially became a listed investment company on 6 August 2012.

Further information about Wentworth can be found at www.wentworthholdings.com.au

1 In the absence of a Superior Proposal emerging, no Material Adverse Event occurring and the Independent Expert finding that the transaction is reasonable. The terms ‘Superior Proposal’ and ‘Material Adverse Event’, as used in this announcement, have the same meaning as set out in the Merger Implementation Deed between ARfuels and Wentworth, which has been separately simultaneously released to the ASX.

2 ARW’s one month VWAP is calculated on the basis of ASX on-market and disclosed off-market trades which occurred during the period from 13 October 2012 to 12 November 2012, inclusive.

3 At the date of this announcement, Wentworth’s total shares issued are 223,351,239.

4 This is on the basis that at least 80% of shares held by Wentworth shareholders are accepted in to the Offer. It also assumes that a shareholder holds their Wentworth shares on capital account. Shareholders should obtain their own tax advice concerning the Offer and carefully review any tax commentary in the Bidder’s and Target’s statements to be issued.

5 Based on audited 30 June 2012 financial statement values and fully diluted pro forma ARfuels’ shares outstanding and does not reflect the impact of associated transaction costs.

6 Net Gearing ratio reflects ARfuels 30 June 2012 audited financial statements, net debt to net debt plus equity. Pre transaction gearing ratios are based on net financial debt of $17.5 million at 30 June 2012 and net debt + equity of $26.9 million. The proforma transaction gearing does not reflect the net impact of associated transaction costs.

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