Australian Renewable Fuels & Wentworth to Merge

15 November 2012
Joint News Release

Australian Renewable Fuels Limited (ASX: ARW)
Wentworth Holdings Limited (ASX: WWM)

ASX-listed Australian Renewable Fuels (ASX: ARW) and Wentworth Holdings Limited (ASX: WWM) today announced that they have entered a proposed merger agreement that will see national biodiesel provider, ARfuels injected with $14 million in capital.

ARfuels will make an offer to acquire all outstanding shares of Wentworth, backed by a unanimous recommendation by the directors of Wentworth. The merger will be implemented by way of an off-market takeover of Wentworth by ARfuels.

“The cash injection will significantly strengthen ARfuels’ balance sheet and fund working capital and strategic growth plans,” ARfuels managing director Andrew White said.

“This proposed merger enhances the financial capabilities of ARfuels, particularly as biodiesel facilities and sales contracts come on line for Picton and Largs Bay. These sales contracts together with the introduction of low grade feedstocks including waste vegetable oils from throughout Asia, require working capital that will now be available.”

The boards of both ARfuels and Wentworth believe there is strategic rationale for the merger that will combine technical expertise and production capabilities of ARfuels - Australia’s only national biodiesel producer - with Wentworth’s economic resources.

Wentworth Chairman Vaughan Webber described the offer as a win-win arrangement for both companies.

“Wentworth is delighted to be merging with an emerging asset rich listed company with strong management and clear strategic objectives and growth strategy,” he said.

“For Wentworth shareholders, this merger delivers not only exposure to a growth business but enhanced liquidity and genuine potential for share price appreciation.

“Accordingly, Wentworth directors unanimously recommend the bid.”

Key features

  • Australian Renewable Fuels Limited (ARfuels) and Wentworth Holdings Limited (Wentworth) have agreed terms of a proposed merger comprising a scrip offer by ARfuels for all the outstanding shares in Wentworth on the basis of 5.70 ARfuels shares for each one Wentworth share.
  • Unanimous recommendation by the directors of Wentworth.
  • The merger will be implemented by way of an off-market takeover of Wentworth by ARfuels.
  • ARfuels has secured pre-bid acceptance agreements for 19.4% of Wentworth’s issued shares.
  • On full acceptance, the merger will provide ARfuels with a cash injection of approximately $14 million to fund working capital, future growth and substantially strengthen its balance sheet.

About ARfuels

ARfuels is Australia’s only national public listed biodiesel producer with plants in Victoria, South Australia and Western Australia. Focused on producing high quality biodiesel from low grade feed stocks from Australia and Asia, ARfuels is committed to environmental sustainability.

In 2011, ARfuels acquired Biodiesel Producers Limited, which included a state-of-the-art biodiesel facility in Barnawartha, Victoria, increasing its capacity to 150 million litres of biodiesel per annum.

About Wentworth

Following the conclusion of a lengthy strategic review, culminating in the sale of Wentworth Holdings’ main undertaking, a real estate investment business in October 2011, the business officially became a listed investment company on 6 August 2012.

For further information contact:

Andrew White, Managing Director and CEO
Australian Renewable Fuels Limited
Tel: +61 3 9981 0011
  Vaughan Webber ,Non-Executive Chairman
Wentworth Holdings Limited
Tel: +61 420 961 617

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For media inquiries contact Mellissah Smith on +61 3 9692 7600 or email

In the absence of a Superior Proposal emerging, no Material Adverse Event occurring and the Independent Expert finding that the transaction is reasonable. The terms ‘Superior Proposal’ and ‘Material Adverse Event’, as used in this announcement, have the same meaning as set out in the Merger Implementation Deed between ARfuels and Wentworth, which has been separately simultaneously released to the ASX.