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18 Mar 2019 07:00
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PROPOSED DEBT RESTRUCTURING AND ACQUISITION
Range, an international company with oil and gas projects and oilfield service businesses in Trinidad and Indonesia, is pleased to announce a comprehensive restructuring of the various payment obligations with LandOcean Energy Services Co., Ltd. ("LandOcean") (the "Proposed Debt Restructuring").
Key Highlights:
Medium term extension agreed to repayment obligations with no payments of principal or interest due until 2022 at the earliest;US$20 million convertible note extended for a new 3-year term with interest payments only due for repayment at maturity in November 2022. Revised conversion price at a 267% premium to current share price;Reduction in overall outstanding debt of over 20% by a repayment of US$19.7 million of the outstanding balance through issuance of new shares;Refundable deposit of US$2.8 million paid by Range to LandOcean in December 2017 will be utilised in permanent payment towards the outstanding consideration for RRDSL acquisition. The remaining consideration will be extended for a further 3-year period; The completion of the Proposed Debt Restructuring is subject to approval by Range shareholders, approval by LandOcean shareholders (if required) and the completion of a proposed new acquisition;The Board has identified a transformational acquisition opportunity to acquire a 49% interest in a pre-school education business operating in China, with due diligence process currently underway (the "Proposed Acquisition");The Proposed Acquisition, if completed, would constitute a reverse takeover under Rule 14 of the AIM Rules that will be subject to a vote of the Company's shareholders and relevant regulatory approvals; andThe Company has requested a suspension of trading in its shares on AIM and ASX with immediate effect pending the publication of an admission document.Range's Chairman, Kerry Gu, commented:
"We are delighted to have successfully renegotiated our payment obligations with LandOcean and to have secured extension of repayments until 2022 at the earliest. This was our key objective for 2019 and this is an important step for the Company in stabilizing the balance sheet position and positing the business towards growth. I would like to thank both LandOcean and my fellow shareholders for their continued support during this process.
Moreover, we are particularly excited with a potentially transformational acquisition opportunity and I look forward to sharing further details with our shareholders in due course. We will also be undertaking a review of the oil and gas business.
Upon completion of the Proposed Debt Restructuring and the Proposed Acquisition, the Company will have a reduced debt burden, improved working capital and liquidity position and an ability to progress with new opportunities."
Proposed Debt Restructuring
As noted in the half-yearly report and accounts released today, the total balance due to LandOcean at 31 December 2018 was approximately US$89 million and comprises the following four main elements:
Convertible Note of US$20.0 million ("Convertible Note");Purchase orders related to the Integrated Master Services Agreement of US$39.8 million (plus accrued interest of US$3.4 million) ("IMSA payments");RRDSL acquisition net consideration of US$0.4 million (plus accrued interest of US$0.1 million) ("RRDSL Consideration"); andRRDSL loan balance with LandOcean group companies of US$15.6 million (plus accrued interest of US$9.5 million) ("RRDSL Loans").The outcome of the Proposed Debt Restructuring for each element is as follows:
Convertible Note | · New maturity date of 3 years after all conditions precedent are satisfied · Interest will now be paid at maturity (including the interest accrued under existing note for 2019) · Conversion price of 0.11p per note |
IMSA Payments | · Term for repayment extended to April 2023 · Interest rate unchanged at 6% pa (interest payable at final payment date) |
RRDSL Consideration | · US$2.8 million refundable deposit will be allocated permanently towards the Consideration and will not be refunded to Range · Remaining net consideration due of US$0.4million will be extended by a further 3 years to November 2023 · Interest will continue to accrue on the unpaid consideration at rate of 6% pa (payable at same time as the consideration) |
RRDSL Loans | · US$19.7 million of the outstanding amount is to be repaid through the issue of new shares in the Company · The Shares will be issued at the volume weighted average price (VWAP) on the Australian Stock Exchange for the 90-day trading period prior to the date of issue · Repayment of the remaining amount of the RRDSL Loans will be extended for a further 3-year period to November 2023 with annual interest of 6% payable upon final repayment date |
The Proposed Debt Restructuring is subject to satisfaction (or waiver) of the following conditions:
1. Shareholder approval of the proposed issuance of shares to LandOcean (and any other required shareholder approvals to affect the Proposed Debt Restructuring) at a General Meeting of the Company (expected to be held in Q3 2019);
2. Approval by LandOcean shareholders (if required); and
3. Completion of the Proposed Acquisition which is expected to require approval by the Company's shareholders.
Further details will be provided in the Notice of Meeting of the Company and an Independent Expert's Report which will accompany the Notice of Meeting. The long-stop date detailed in the Proposed Debt Restructuring agreements for all conditions to be satisfied is 31 December 2019 and LandOcean has agreed that Range has no obligation to make any payments of principal or interest during that time.
Proposed Acquisition
The Proposed Debt Restructuring is conditional on the Company completing an identified acquisition on or before the end of 2019. The Board has identified what it considers to be a transformational acquisition opportunity to acquire a 49% interest in a pre-school education business operating in China. A detailed legal, financial and commercial due diligence process is currently underway. Range expects that the due diligence process will be completed during April 2019 and full details will be provided to shareholders upon the signing of any binding agreements.
The Proposed Acquisition, if completed, would constitute a reverse takeover under Rule 14 of the AIM Rules. Admission to trading on AIM of the Company as enlarged by the Proposed Acquisition would require publication of an Admission Document and would be subject to a vote of the Company's shareholders.
The Company has requested a suspension of trading in its shares on AIM and ASX with immediate effect pending the publication of an admission document or confirmation by the Company that the Proposed Acquisition is not to proceed. There can be no guarantee that the Proposed Debt Restructuring or the Proposed Acquisition will complete. Further announcements will be made as and when appropriate.
Related Party Transaction
LandOcean is a related party of the Company for the purposes of the AIM Rules by virtue of its status as a substantial shareholder holding 17% of the existing Ordinary Shares. The Directors consider, having consulted with the Company's nominated adviser, Cantor Fitzgerald Europe, that the terms of the Proposed Debt Restructuring are fair and reasonable insofar as the Company's shareholders are concerned.
Contact details
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Range Resources Limited Evgenia Bezruchko (Group Corporate Development Manager) e. admin@rangeresources.co.uk t. +44 (0)20 3865 8430 | Cantor Fitzgerald Europe (Nominated Adviser and Broker) David Porter / Nick Tulloch (Corporate Finance) t. +44 (0)20 7894 7000
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