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THORNEY TECHNOLOGIES LTD Major Shareholding Notification 2012

Dec 20, 2012

65908_rns_2012-12-20_5598508f-ad2e-4955-87bf-69a98e2c8afb.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of 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".

There was a change in the interests of the substantial holder on : N/A. ARfuels gives this notice under s 671B(1)(c) of the Corporations Act 2001 (Cth) The previous notice was given to the company on 15/11/2012 The previous notice was dated 15/11/2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities (4) Previous notice Previous notice Present notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Ordinary Shares 43,349,750 19.41% 43,349,750 19.41%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest or the substantial holder or an associate 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 (6)
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Person's votes
affected
N/A N/A N/A N/A N/A N/A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant interest
Registered holder
of securities
Person entitled to be registered
as holder (8)
Nature of relevant
interest (6)
Class and
number of
securities
Person's votes
ARfuels (and
associates)
The shareholders
under the Pre-Bid
Acceptance
Agreements
ARfuels, by virtue of the Pre-
Bid Acceptance Agreements, is
entitled to be registered as the
holder of the securities once
those shareholders accept its
takeover offer for shares in
Wentworth and that offer has
become unconditional.
Power to control
disposal of the securities
pursuant to the Pre-Bid
Acceptance Agreements
annexed to the Form 603
given by ARfuels on 15
November 2012.
43,349,750
Ordinary
Shares
43,349,750

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5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) 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

6. 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"

Signature

print name Mark Licciardo

==> picture [152 x 51] intentionally omitted <==

sign here

capacity Company Secretary date 21 / 12 / 2012

Directions

  1. If there are a number of substantial shareholders 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 6 of the form.

2.

See the definition of "associate" in section 9 of the Corporations Act 2001.

See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

4.

The voting shares of a company constitute one class unless divided into separate classes.

5.

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

6.

Include details of:

(a) any relevant agreement or other circumstances by 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.

7.

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.

8.

If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

9.

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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Annexure A

This is the annexure of one page marked “A” mentioned in the ARfuels Form 604 - Notice of change of interests of substantial holder signed by me and dated 21 December 2012.

==> picture [152 x 52] intentionally omitted <==

Signed: __

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.

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