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THORNEY TECHNOLOGIES LTD — M&A Activity 2013
Feb 10, 2013
65908_rns_2013-02-10_a3da471b-3680-4913-9116-830ca10492ee.pdf
M&A Activity
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11 February 2013
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Dear Shareholder
Shareholder Update
On behalf of the Wentworth Board, I am pleased to provide an update to you on Wentworth.
1. Australian Renewable Fuels Limited (ARW) current takeover bid for Wentworth Holdings Limited (WWM) shares
As previously advised, WWM recently recommended to shareholders to accept an offer made by ARW, being 5.7 ARW shares for every 1 WWM share held, predicated on certain conditions being met.
On 7 February 2013, ARW made the following statement in an ASX announcement:
“Australian Renewable Fuels Limited (ASX: ARW) has a current takeover bid ("Bid") for shares in Wentworth Holdings Limited (ASX: WWM). The Bid has a 90% minimum acceptance condition and current acceptances are 42%. Australian Renewable Fuels Limited (ARfuels) considers that the minimum acceptance condition is unlikely to be satisfied having regard to the current level of acceptances and the publicly stated intentions of key Wentworth shareholders.
Accordingly, ARfuels does not intend to waive or alter the Bid conditions, with the effect that the Bid is expected to lapse on 15 February 2013 without it being extended or implemented. Those Wentworth shareholders who have accepted the Bid will retain ownership of their Wentworth shares and ARfuels thanks all of them for their interest and support of the Company.”
In response to this statement, WWM can advise shareholders that:
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WWM shareholders who have accepted the Bid will retain ownership of their WWM shares.
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WWM shareholders who have not accepted the Bid to date and do not wish to accept the Bid, do not need to anything further.
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WWM shareholders who have not accepted the Bid to date but still wish to accept the Bid should note that per above, the Bid will not succeed.
2. ARW’s alternative capital raising proposal
In addition, ARW’s 7 February 2013 ASX announcement included the following statement:
“Australian Renewable Fuels Limited (ASX:ARW) is very pleased to advise that it has successfully agreed a capital raising mechanism to raise $12.3 million at 0.7 cents per share, comprising an immediate placement of $4.27 million and an underwritten 3 for 8 entitlement offer of $8 million to shareholders (with the ability of shareholders to apply for oversubscriptions).”
3. WWM participation in ARW’s capital raising proposal
WWM was offered and accepted the opportunity to participate in ARW’s capital raising on the following basis;
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an initial investment of $1.4 million being for 200 million ARW shares at 0.7 cents per share , in the placement; and
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an underwriting position of $4 million in the non-renounceable entitlement offer of $8 million to ARW shareholders (including the Placement shareholders) on a 3 for 8 basis at 0.7 cents per share
As an Investment Company, WWM considers ARW an exciting investment opportunity. The above investment demonstrates our strong support and confidence in the ARW business and management team.
Wentworth Holdings Limited ABN 41 080 167 264
T 0420 961 617 F 03 8692 1122 E ron.hollands @wentworthholdings.com.au
Level 29, 55 Collins Street Melbourne VIC 3000
5118837_003.DOC
4. Next steps for WWM
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When the ARW offer lapses WWM intends entering into discussions with the Thorney Investment Group concerning an alternative proposal and strategy for WWM. I will communicate with you shortly on the outcome of these discussions and the future for WWM.
Should you have any queries please do not hesitate to contact Ron Hollands, our CFO/Secretary, on either 0420 961 617 or [email protected].
On behalf of the Wentworth Board, thank you for your continued support.
Yours sincerely
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Vaughan Webber Non-Executive Chairman
Wentworth Holdings Limited ABN 41 080 167 264
T 0420 961 617 F 03 8692 1122 E ron.hollands @wentworthholdings.com.au
Level 29, 55 Collins Street Melbourne VIC 3000
5118837_003.DOC