Placing

 

TIDMRDP 
 
RNS Number : 1216E 
Radicle Projects Plc 
15 December 2009 
 
? 
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH 
AFRICA, THE REPUBLIC OF IRELAND OR THE UNITED STATES OR ANY OTHER JURISDICTION 
IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION 
 
 
Radicle Projects PLC 
("Radicle" or the "Company") 
 
 
Placing of 27,400,000 new Ordinary Shares at 3p per share 
 
 
 
 
Highlights 
 
 
  *  Placing to raise GBP822,000, before expenses, for working capital purposes 
 
 
 
  *  The Placing allows the Company to proceed to complete a restructure of its 
  Convertible Notes 
 
 
 
  *  Placing and cost reductions now leave the Company with an opportunity to sell 
  assets and deleverage the Group's balance sheet, improving NAV per share 
 
 
 
 
 
Tim Bennett, the Chief Executive Officer of the Company commented: 
 
 
"The successful placing marks a significant turning point for Radicle. 
 
 
It has been a difficult two years for the company, but the completion of this 
fund raising marks the beginning of debt reduction and the start of recovery. 
 
 
It gives Radicle an opportunity to reduce debt, leverage our skill base, and 
embrace the operational, financial and project management opportunities we are 
identifying in the market. We also expect to now be able to realise the 
potential of our assets. 
 
 
Radicle will be revitalised with the working capital injection and a sound 
economy in Australia as a springboard to the future, allowing us to ride the 
wave of demand for food products in developing and maturing nations. 
 
 
I am delighted that many of Radicle's existing major shareholders have 
reinvested and that we have been able to attract new shareholders to participate 
in the business 
 
 
It feels like a drought has broken! I know the board shares my positive view of 
the future." 
 
 
 
 
For further information please contact: 
 
 
+--------------------------------------------------+-------------------+ 
| Radicle Projects PLC                             |     020 7016 5300 | 
+--------------------------------------------------+-------------------+ 
| Tim Bennett                                      |    [phone] | 
|                                                  |              6711 | 
+--------------------------------------------------+-------------------+ 
|                                                  |                   | 
+--------------------------------------------------+-------------------+ 
| Amstel Securities N.V.                           |                   | 
+--------------------------------------------------+-------------------+ 
| Romil Patel                                      |     020 7822 7116 | 
+--------------------------------------------------+-------------------+ 
|                                                  |                   | 
+--------------------------------------------------+-------------------+ 
| Charles Stanley Securities                       |     020 7149 6000 | 
+--------------------------------------------------+-------------------+ 
| Nominated Adviser                                |                   | 
+--------------------------------------------------+-------------------+ 
| Russell Cook / Ben Johnston                      |                   | 
+--------------------------------------------------+-------------------+ 
 
 
1.    Introduction 
 
 
Radicle (EPIC: RDP.L), the AIM quoted UK company which owns and operates 
Australian agribusiness assets, is announced today that the Company is proposing 
to raise GBP822,000, before expenses, by way of a placing of 27,400,000 new 
Ordinary Shares at 3p per new Ordinary Share, in order to increase the Company's 
working capital. The proceeds of the placing will not, however, provide the 
Company with sufficient funds to pay the coupon of approximately GBP1.21 million 
due on the Notes on 31 December 2009. The Company is seeking to implement the 
Note Restructure which will allow the coupon payment to be deferred to 30 June 
2010 as further described below. It is the intention of the Directors to make 
asset sales in order to raise further working capital, make the coupon payment 
and also tender for repayment of the Notes. 
 
 
The Placing is conditional on, inter alia, the passing of the Resolutions to be 
proposed at the General Meeting and on the Noteholders approving the Note 
Restructure subject only to Admission. 
 
 
The issue price of 3 pence per new Ordinary Share represents a 27.3 per cent. 
discount to the Closing Price of 4.125 pence per Ordinary Share on 14 December 
2009 (being the latest practicable date prior to the release of this 
announcement). 
 
 
The Board of Radicle also announces that it is to hold: 
 
 
(i)     a General Meeting at 10.00 a.m. on 30 December 2009 to give the 
Directors authority to 
 

       allot the Placing Shares; and 
 
 
(ii)     an Accounts GM at 10.00 a.m. on 25 January 2010 to re-appoint the 
Company's auditors 
 

        and to receive and adopt the Company's accounts 
for the period ended 30 June 2009. 
 
 
The notice of AGM was posted to the Shareholders on 8 December 2009. The Company 
is also in the process of finalising agreement for a Noteholders Meeting to be 
held on 30 December 2009 in order to obtain approval for the Note Restructure. 
 
 
 
 
2.Current Trading and Prospects 
 
 
On 31 March 2009, the Company announced that the Board had been concentrating on 
implementing cost reductions and developing strategies to bring the Company's 
portfolio of agricultural assets through to production as quickly as possible so 
as to increase cash flow. 
 
 
The unaudited annual financial results of the Company for the period to 30 June 
2009, including agricultural asset valuations, were announced earlier today. 
Full statutory accounts will be made available to shareholders following 
completion of the audit process and prior to 31 December 2009 in compliance with 
the AIM Rules. 
 
 
The 2009 result reflects the higher operating expenses such as acquisition of 
the apples projects and outgoings on projects that are not yet mature and 
producing positive cash flow, and coupon financing costs. 
 
 
Whilst a cost reduction program has been implemented by the Board, at this stage 
the Company is yet to generate profitable cash flow from its agricultural assets 
due to a number of factors including reduced grape and wine sales as a result of 
market oversupply conditions, and the immature stage of growth of its apples 
projects which were established in June 2008 and are expected to be in 
commercial production in 2010 for early season apples, and 2011 for organic 
apples. Radicle has also been impacted by the failure, and subsequent 
liquidation, of Timbercorp Limited, a manager of certain of the Company's 
assets. Whilst preserving cash by not making full payment for management fees to 
the manager, these are still included in liabilities. Anticipated positive cash 
income was not forthcoming in 2008-09. 
 
 
Unexpected write downs affecting profit, but which are reflected in the 2009 
valuations, include the provisions for the loss of value on the Timbercorp 
managed assets, which have not yet been realised, as well as a write down on the 
future cash value of the grains co-production project (primarily due to a softer 
wheat market as a result of the global financial crisis coupled with a strong 
Australian dollar and high global wheat stocks) and a reduced valuation on the 
Gumeracha vineyard (as a result of reduced prices for grapes and wine, again 
mainly as a result of the global financial crisis). 
 
 
The valuations produced for the year ended 30 June 2009 have all been completed 
in the last 6 weeks taking into account current market conditions, in compliance 
with IFRS standards 
 
 
The assets owned by Radicle and managed by Timbercorp will form part of the sale 
of Timbercorp's assets by the liquidator. The Directors believe from press and 
liquidator reports that the liquidator is seeking to progress sales of almond 
assets and eucalypt timber. The Directors expect a net positive cash result to 
Radicle when the liquidation is settled. Additionally, going forward, the 
Directors believe that the Company will save operational expenses as a result of 
the sale of Timbercorp managed assets. 
 
 
The Company historically has had higher operating expenses in the first half of 
the financial year, and many of the expenses for the 2009-10 financial year have 
already been met from existing cash resources. 
 
 
However, the remaining cash is insufficient to fund the coupon payment due on 
the Notes on 31 December 2009 of approximately GBP1.21 million and other 
liabilities of the Company and its agricultural assets. The Company is therefore 
raising GBP822,000, before expenses, in order to provide additional working 
capital and to secure the agreement of Noteholders to the Note Restructure, the 
main features of which are a deferral of the coupon payment due in December and 
reduction in the face value of the Notes (more detail below). 
 
 
On 16 September 2009 the Company announced that it has reached an agreement in 
principle with the holders of the Notes representing more than 75 per cent. of 
the Noteholders, to restructure the terms of the Notes.  This agreement is not 
legally binding. 
 
 
The Company is aiming to finalise the Note Restructure with majority Noteholders 
shortly. Completion of the Note Restructure would be conditional upon the 
passing of the Resolutions at the GM. 
 
 
The Note Restructure when completed and approved would allow for a deferral of 
the 8 per cent. coupon from 31 December 2009 to 30 June 2010. It may also 
provide the Company an opportunity to repurchase a significant proportion of the 
Notes at a discount to their par value. The Directors believe that if the Note 
Restructure is implemented, the proceeds of the Placing should allow the Company 
to conduct its asset sale program and potentially tender early to repay the 
Notes, significantly decreasing the gearing of the Company and improving the 
balance sheet, as well as saving significant cash expense by way of coupon 
payments. 
 
 
Sales of immature assets not yet generating cash will also reduce the outlays on 
operating expenses and should return net cash to the Group, provided always that 
sales are made at or near valuation. 
 
 
If the Resolutions are not passed and/or the Note Restructure is not agreed on 
31 December 2009, the Directors are likely to be forced to put the Company into 
administration unless asset sales can be completed by the Company prior to 31 
December 2009 to meet this liability. This would be likely to result in a total 
loss for shareholders. 
 
 
Subject to the Note Restructure proceeding, it is the intention of the Board to 
continue to focus Radicle's skills and experience on agribusiness project 
selection and management, which the Directors believe will create a more revenue 
generative agribusiness management, development and services business in future. 
 To that end the Company is in early discussions with a number of parties with 
strategic interest in Australian agribusiness investment, with a view to 
identifying both potential clients and Shareholders. 
 
 
 
 
3.Working capital shortfall 
 
 
The Company does not have sufficient working capital for its present 
requirements. The Company will not be able to fund the coupon payment of 
approximately GBP1.21 million due on the Notes on 31 December 2009 but is aiming 
to defer payment to 30 June 2010 pursuant to the Note Restructure. The Directors 
believe that the Note Restructure will not proceed unless the Placing proceeds. 
 
 
Excluding the deferred coupon payment expected to fall due on 30 June 2010 
(following the Note Restructure), the Directors expect the proceeds of the 
Placing to provide the Company with sufficient working capital to continue 
operations until November 2010. It is the intention of the Directors to make 
asset sales in order to raise further working capital, make the coupon payment 
and also tender for repayment of the Notes. The Directors anticipate cash from 
the net sale proceeds of Timbercorp assets owned by Radicle during 2010 as a 
result of the liquidation of Timbercorp group assets by its liquidator. Radicle 
has estimated the value of these assets at A$2.04million in the 2009 accounts 
following a 50 per cent. write down provision from the 2008 independent 
valuations. 
 
 
 
 
4.Details of the Placing 
 
 
The Company is proposing to raise GBP822,000, before expenses (GBP780,000 net of 
expenses), through a placing arranged by Amstel of 27,400,000 new Ordinary 
Shares at 3 pence per Ordinary Share. Amstel has conditionally agreed, as agent 
for the Company, to use its reasonable endeavours to procure subscribers for the 
Placing Shares at the Placing Price. 
 
 
The obligations of Amstel under the Placing Agreement, and therefore the 
Placing, are conditional upon inter alia, the passing of the Resolutions, 
admission taking place by 8.00 a.m. on 4 January 2009 (or such later date, being 
not later than 8.00 a.m. on 15 January 2010 as the Company and Amstel shall 
agree) and the Noteholders approving the Note Restructure. The Placing Agreement 
contains provisions entitling Amstel to terminate the Placing Agreement at any 
time prior to admission in certain limited circumstances. 
 
 
The Placing Shares will represent approximately 59 per cent. of the Enlarged 
Share Capital at admission. On admission the Company will have a market 
capitalisation of approximately GBP1.4?million at the Placing Price. 
 
 
The Placing Shares will be issued credited as fully paid and will rank pari 
passu in all respects with the existing Ordinary Shares including the right to 
receive and retain all dividends and other distributions declared, paid or made 
in respect of the existing Ordinary Shares after admission. 
 
 
Certain Directors have conditionally agreed to subscribe for New Ordinary Shares 
under the Placing as follows: 
 
 
+------------------+------------------+------------------+------------------+ 
| Director         | Percentage of    | Number of        | Percentage of    | 
|                  | existing issued  | Placing Shares   | Enlarged Issued  | 
|                  | share capital    | conditionally    | Share Capital    | 
|                  |                  | subscribed for   | held following   | 
|                  |                  | personally and   | the Placing      | 
|                  |                  | by directly      |                  | 
|                  |                  | related entities |                  | 
+------------------+------------------+------------------+------------------+ 
| Timothy Bennett  |            3.3%  |        1,366,367 |             4.3% | 
|                  |                  |                  |                  | 
+------------------+------------------+------------------+------------------+ 
| John McLennan    |              nil |          333,334 |             0.7% | 
|                  |                  |                  |                  | 
+------------------+------------------+------------------+------------------+ 
 
 
 
 
5.Admission to AIM 
 
 
Application will be made to the London Stock Exchange for all the Placing Shares 
to be admitted to trading on AIM. Conditional upon the passing of the 
Resolutions and the Noteholders approving the Note Restructure, admission is 
expected to become effective and trading in the Placing Shares to commence on 
AIM on 4 January 2009. 
 
 
6.GM, AGM, and Accounts GM 
 
 
The Board will be attending the GM, AGM, and Accounts GM via teleconference from 
Australia. 
 
 
6.1GM 
 
 
The General Meeting of the Company will be held at 10:00 a.m. on 30 December 
2009 at the offices of Charles Stanley, Level 2, 131 Finsbury Pavement, London 
EC2A 4NT, United Kingdom at which Resolutions will be proposed to: 
 
 
(i)revoke any provision relating to the amount of the Company's authorised share 
capital; 
(ii)authorise the Directors, pursuant to section 551 of the Act to allot shares 
or grant rights 
 

       to subscribe for or to convert any security into 
shares in the Company up to a maximum 
 

       nominal value of 
GBP1,698,740, which will be in substitution for the existing authority; 
(iii)dis-apply the pre-emption rights conferred by the Act in connection with 
the allotment of 
 

        Ordinary Shares pursuant to the Placing, offers 
by way of rights and otherwise in espect 
 

        of the allotment of 
equity securities up to a maximum aggregate nominal value of 
 
GBP1,470,444 which will be in substitution for the existing authority; and 
            (iv)adopt new articles of association of the Company. 
 
 
The proposed amendments to the Company's current articles of association reflect 
changes in the law following the implementation of the Act. Certain provisions 
in the current articles which replicate provisions contained in the Act are 
removed or amended in the proposed new articles to bring them into line with the 
Act. An additional change is to delete most of the provisions of the Company's 
memorandum of association which, by virtue of the Act, were deemed to form part 
of the articles of association from 1 October 2009. This includes the objects 
clause. As the Act provides that a company's objects are unrestricted unless 
otherwise restricted by a company's articles it is proposed to delete those 
provisions. This will not result in any material change to the Company's 
business. A further change is to include mandatory offer provisions in the 
Company's articles of association. 
 
 
Subject to the passing of the Resolutions and following completion of the 
Placing, the Directors will have authority to allot up to 21,414,794 Ordinary 
Shares for cash non-pre-emptively. 
 
 
 
 
6.2AGM 
 
 
On 8 December 2009 the Company sent out a notice convening the AGM of the 
Company to be held at 9.30 a.m. on 31 December 2009 at the offices of Charles 
Stanley, Level 2, 131 Finsbury Pavement, London EC2A 4NT, United Kingdom at 
which resolutions will be proposed to: 
 
 
(i)re-elect Tim Bennett who retires by rotation; 
(ii)re-appoint John McLennan who has been appointed since the last AGM; and 
(iii)re-appoint Myles Stewart-Hesketh who has been appointed since the last AGM; 
 
 
6.3Accounts GM 
 
 
The Accounts GM will be held at 10:00 a.m. on 25 January 2010 at the offices of 
Charles Stanley, Level 2, 131 Finsbury Pavement, London EC2A 4NT, United Kingdom 
at which resolutions will be proposed to: 
 
 
            (i)receive and adopt the Company's accounts and the Report of the 
Directors and the 
 

            Auditors for the accounting period ended 30 
June 2009; and 
 
 
(ii)re-appoint Baker Tilly UK Audit LLP as auditors of the Company to hold 
office from the conclusion of the meeting to the conclusion of the next meeting 
at which accounts are laid before the Company and to authorise the Board to fix 
their remuneration. 
 
 
7.    Circular 
 
 
A circular has today been posted to Shareholders providing details of all 
matters relating to the Placing and is available on the Company's website 
www.radicleprojects.com. 
 
 
 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
 
+-----------------------------------+----------------------------------------+ 
| Latest time and date for receipt  |                                        | 
| of Forms of Proxy from            |                                  10:00 | 
| Shareholders in respect of the    |                                   a.m. | 
| General Meeting                   |                                  on 28 | 
|                                   |                               December | 
|                                   |                                   2009 | 
+-----------------------------------+----------------------------------------+ 
| General Meeting                   |                                  10:00 | 
|                                   |                                   a.m. | 
|                                   |                                  on 30 | 
|                                   |                               December | 
|                                   |                                   2009 | 
+-----------------------------------+----------------------------------------+ 
| Annual General Meeting            |                                   9.30 | 
|                                   |                                   a.m. | 
|                                   |                                     on | 
|                                   |                                     31 | 
|                                   |                               December | 
|                                   |                                   2009 | 
+-----------------------------------+----------------------------------------+ 
| Noteholders Meeting               |                                  10:00 | 
|                                   |                                   a.m. | 
|                                   |                                  on 31 | 
|                                   |                               December | 
|                                   |                                   2009 | 
+-----------------------------------+----------------------------------------+ 
| Admission and dealings of Placing |                                      4 | 
| Shares to commence on AIM         |                                January | 
|                                   |                                   2009 | 
+-----------------------------------+----------------------------------------+ 
| Latest time and date for receipt  |                                  10:00 | 
| of Forms of Proxy from            |                                   a.m. | 
| Shareholders in respect of the    |                                  on 21 | 
| Accounts General Meeting          |                                January | 
|                                   |                                   2010 | 
+-----------------------------------+----------------------------------------+ 
| Accounts General Meeting          |                                  10:00 | 
|                                   |                                   a.m. | 
|                                   |                                  on 25 | 
|                                   |                                January | 
|                                   |                                   2010 | 
+-----------------------------------+----------------------------------------+ 
 
 
 
 
 
 
PLACING STATISTICS 
 
 
+--------------------------------------------------------+-----------------+ 
| Placing Price                                          |         3 pence | 
|                                                        |                 | 
+--------------------------------------------------------+-----------------+ 
| Number of Ordinary Shares in issue prior to the        |      19,273,971 | 
| Placing*                                               |                 | 
|                                                        |                 | 
+--------------------------------------------------------+-----------------+ 
| Number of Placing Shares to be issued pursuant to the  |      27,400,000 | 
| Placing                                                |                 | 
|                                                        |                 | 
+--------------------------------------------------------+-----------------+ 
| Number of Ordinary Shares in issue following the       |      51,673,971 | 
| Placing*                                               |                 | 
|                                                        |                 | 
+--------------------------------------------------------+-----------------+ 
| Percentage of Enlarged Issued Share Capital            |    59 per cent. | 
| represented by the Placing Shares                      |                 | 
+--------------------------------------------------------+-----------------+ 
| Approximate proceeds of the Placing available to the   |  GBP0.78million | 
| Company (net of expenses)                              |                 | 
|                                                        |                 | 
+--------------------------------------------------------+-----------------+ 
| Market capitalisation following the Placing at the     |  GBP1.4 million | 
| Placing Price                                          |                 | 
+--------------------------------------------------------+-----------------+ 
* excluding 200,000 Ordinary Shares held in treasury by the Company and includes 
fees to advisers to be satisfied by issue of new ordinary shares 
 
 
 
 
+----------------------------+-------------------------------------------+ 
|                              DEFINITIONS                               | 
+------------------------------------------------------------------------+ 
| "Accounts General Meeting" | the general meeting of the Company        | 
| or Accounts GM"            | convened for 10.00 a.m. on 25 January     | 
|                            | 2009 at which the Company's accounts for  | 
|                            | the period ended 30 June 2009 will be     | 
|                            | received and adopted and the Company's    | 
|                            | auditors will be appointed                | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Admission"                | the admission of the Placing Shares to    | 
|                            | trading on AIM becoming effective in      | 
|                            | accordance with the AIM Rules             | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "AGM"                      | the annual general meeting of the Company | 
|                            | convened for 9.30 a.m. on 31 December     | 
|                            | 2009                                      | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "AIM"                      | the AIM market operated by the London     | 
|                            | Stock Exchange                            | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "AIM Rules"                | the AIM Rules for companies whose         | 
|                            | securities are admitted to trading on AIM | 
|                            | as published by the London Stock Exchange | 
|                            | from time to time                         | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Amstel"                   | Amstel Securities N.V. of Sion Hall, 56   | 
|                            | Victoria Embankment, London EC4Y 0DZ      | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "the Company" or "Radicle" | Radicle Projects Plc (a company           | 
|                            | incorporated in England and Wales with    | 
|                            | registered number 5164857)                | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Charles Stanley"          | Charles Stanley Securities (a division of | 
|                            | Charles Stanley & Company Ltd) of Level   | 
|                            | 2, 131 Finsbury Pavement, London EC2A 4NT | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Closing Price"            | the closing middle quotation per existing | 
|                            | Ordinary Share as published in the daily  | 
|                            | official list of AIM                      | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Directors" or "Board"     | the board of directors of the Company     | 
|                            | from time to time                         | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Enlarged Issued Share     | the issued ordinary share capital of the  | 
| Capital"                   | Company (excluding 200,000 Existing       | 
|                            | Shares held in treasury by the Company)   | 
|                            | immediately following Admission including | 
|                            | the Placing Shares                        | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "General Meeting" or "GM"  | the general meeting of the Company        | 
|                            | convened for 10.00 a.m. on 30 December    | 
|                            | 2009 at which the GM Resolutions will be  | 
|                            | proposed, notice of which is set out at   | 
|                            | the end of this document                  | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Group"                    | the Company and its subsidiaries and      | 
|                            | subsidiary undertakings at the date of    | 
|                            | this document                             | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "London Stock Exchange"    | London Stock Exchange plc                 | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Notes"                    | GBP15,100,000 8 per cent. Series A        | 
|                            | Secured Convertible Notes due 2012        | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Noteholder"               | the holder of any Note                    | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Noteholders Meeting"      | a meeting of Noteholders to be held on 31 | 
|                            | December 2009 in order to approve the     | 
|                            | Note Restructure                          | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Note Restructure"         | the proposed restructuring of the Notes   | 
|                            | as set out in the Company's announcement  | 
|                            | dated 16 September  2009                  | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Ordinary Shares"          | ordinary shares of 3 pence each in the    | 
|                            | capital of the Company                    | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Placing"                  | the conditional placing by Amstel of the  | 
|                            | Placing Shares at the Placing Price in    | 
|                            | accordance with the Placing Agreement     | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Placing Agreement"        | the conditional agreement dated 14        | 
|                            | December 2009 between (1) the Company and | 
|                            | (2) Amstel relating to the Placing        | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Placing Price"            | 3 pence per new Ordinary Share            | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Placing Shares"           | the 27,400,000 new Ordinary Shares to be  | 
|                            | issued pursuant to the Placing            | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Resolutions"              | the resolutions to be proposed at the GM  | 
|                            | and set out in the Notice of GM           | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Shareholders"             | holders of issued Ordinary Shares         | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Timbercorp"               | Timbercorp Limited, a manager of certain  | 
|                            | of the Company's assets                   | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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