THORNEY TECHNOLOGIES LTD — Major Shareholding Notification 2013

Jan 13, 2013

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 11/01/2013 substantial holder on: The previous notice was given to the company on 10/01/2013 The previous notice was dated 10/01/2013

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	48,890,479	21.890%	80,883,940	36.214%

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
11/01/2013	ARfuels (and associates)	Acquisition of relevant interest in Wentworth shares arising from acceptances of ARfuels' offer dated 21 December 2012 (Offer) contained in its Bidder's Statement dated 17 December 2012.	5.7 ARfuels shares for each Wentworth share, subject to the terms of the Offer	31,993,461 Ordinary Shares	14.324%

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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 holders of Wentworth shares under the Pre-Bid Acceptance Agreements	ARfuels, subject to the terms of the Pre-Bid Acceptance Agreements annexed to the Form 603 given by ARfuels on 15 November 2012 and the terms of the Offer	Relevant interest under section 608(1) of the Corporations Act as a result of the Pre-Bid Acceptance Agreements	0 Ordinary Shares	0
ARfuels (and associates)	Various holders of Wentworth shares who have accepted the Offer	ARfuels, subject to the terms of the Offer	Relevant interest under section 608(1) of the Corporations Act as a result of acceptances under the Offer	80,883,940 Ordinary Shares	80,883,940

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	Name	Address
	ARfuels		Level 5, 409 St Kilda Road, Melbourne VIC 3044
	Each of the parties listed in Annexure "A"		Refer to Annexure "A"
		Mark Licciardo	capacity Company Secretary date 14/01/2013
Signature print name sign here

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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.

3.

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.

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.

1. 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".

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 14 January 2013.

Signed:

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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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