AI assistant
THORNEY TECHNOLOGIES LTD — M&A Activity 2013
Feb 17, 2013
65908_rns_2013-02-17_6fe5af78-6c4d-4060-97d9-786654f64867.pdf
M&A Activity
Open in viewerOpens in your device viewer
==> picture [129 x 57] intentionally omitted <==
AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188 Level 5, 409 St Kilda Road Melbourne VIC 3004 TEL: +61 (3) 9981 0010 FAX: +61 (3) 9981 0020 www.arfuels.com.au
18 February 2013
ASX Announcement
Wentworth Takeover Bid Closed
Australian Renewable Fuels Limited (ASX: ARW) (ARfuels) advises that its off-market takeover bid for Wentworth Holdings Limited (Wentworth) closed on 15 February 2013, with the conditions of the offer unfulfilled at that time. Therefore, all contracts resulting from acceptances of the takeover offer by Wentworth shareholders are void.
Those Wentworth shareholders who have accepted the takeover offer will retain ownership of their Wentworth shares and ARfuels thanks them for their interest and support.
As a result of the lapse of its takeover offer, ARfuels no longer holds a relevant interest in any Wentworth shares. Attached is ASIC Form 605 - Notice of ceasing to be a substantial holder.
Yours faithfully,
==> picture [153 x 52] intentionally omitted <==
Mark Licciardo Company Secretary Australian Renewable Fuels Limited
Form 605
Corporations Act 2001
Section 671B Notice of ceasing to be a substantial holder
To: Company Name/Scheme Wentworth Holdings Limited ( Wentworth )
ACN/ARSN 080 167 264
1. Details of substantial holder (1)
Name Australian Renewable Fuels Limited ( ARfuels )
ACN (if applicable) 096 782 188
This notice is also given by ARfuels on behalf of each of its subsidiaries and associated parties listed in Annexure "A".
The holder ceased to be a 15/02/2013 substantial holder on The previous notice was given to the company on 04/02/2013 The previous notice was dated 04/02/2013
2. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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:
| Date of change | Person whose relevant interest changed |
Nature of change (4) | Consideration given in relation to change (5) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 15/02/2013 | AR Fuels (and associates |
Lapse of offer dated 21 December (Offer) contained in its Bidder’s Statement dated 17 December 2012. All contracts resulting from acceptances of the takeover offer by Wentworth shareholders are void. |
Nil | 93,538,799 | 93,538,799 |
3. Changes in association
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN (if applicable) | Nature of association |
|---|---|
| N/A | N/A |
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| ARfuels | Level 5, 409 St Kilda Road, Melbourne VIC 3044 |
| Each of the parties listed in Annexure "A" | Refer to Annexure "A" |
1370944-v1\MELDMS
print name Mark Licciardo
capacity Company Secretary
Signature
sign here
==> picture [153 x 51] intentionally omitted <==
date 18/02/2013
DIRECTIONS
-
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 4 of the form.
-
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
-
(3) See the definition of "associate" in section 9 of the Corporations Act 2001.
-
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.
-
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.
-
The voting shares of a company constitute one class unless divided into separate classes.
-
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
1370944-v1\MELDMS
Annexure A
This is the annexure of one page marked “A” mentioned in the ARfuels Form 605 - Notice of ceasing to be a substantial holder signed by me and dated 18 February 2013.
Signed:
==> picture [152 x 51] intentionally omitted <==
Name: Mark Licciardo, Company Secretary
Australian Renewable Fuels Limited subsidiaries and associated parties (all of which are wholly owned unless otherwise indicated):
| 1. | Biodiesel Producers Limited |
|---|---|
| 2. | Australian Renewable Fuel Picton Pty Ltd |
| 3. | Australian Renewable Fuel Adelaide Pty Ltd |
| 4. | ARF Global Pty Ltd |
| 5. | Shelly Nominees Pty Ltd |
| 6. | Besok Fuels Pty Ltd |
| 7. | ARF Plantations Pty Ltd |
| 8. | ASG Analytik Pty Ltd (50%) |
| 9. | American Renewable Fuels Inc (63%) |
The address of each party is Level 5, 409 St Kilda Road, Melbourne VIC 3004, except for American Renewable Fuels Inc where the address is c/- Corporation Services Company, 125 Lincoln Avenue Suite 223, Sante Fe NM 87501 USA.
1370944-v1\MELDMS