RNS Number : 7474W
Anzon Energy Limited
16 June 2008
Roc Oil Company Limited and Anzon Energy Limited
Joint ASX and AIM Release
16 June 2008
ROC to acquire AEL
* ROC to acquire AEL by scheme of arrangement for scrip consideration of 1.33 ROC shares for each AEL share, subject to net cash
adjustment.
* Concurrent off-market takeover bid by ROC for Anzon Australia for scrip consideration of 0.792 ROC shares plus 5 cents cash for each
Anzon share.
* AEL Scheme not dependent on Anzon Australia takeover offer, but Anzon Australia takeover offer is dependent on AEL Scheme.
* Estimated current value of A$2.69 (�1.30) per AEL share and A$1.65 per Anzon share.
* Creation of significant new upstream oil & gas entity.
Roc Oil Company Limited ("ROC") (ASX/AIM: ROC) and Anzon Energy Limited ("AEL") (AIM: AEL) today announce that the Boards of both companies
have unanimously recommended a merger of the two companies ("the Merger") to create a significant independent upstream oil and gas company
listed on the Australian Stock Exchange ("ASX") and the Alternative Investment Market of the London Stock Exchange ("AIM") .
The merged ROC and AEL (the "Merged Company") will have attributable production and reserves in eight producing fields and development,
appraisal and advanced exploration projects in Australia, China, Mauritania, Angola and the North Sea.
The Merger will be effected by way of an AEL scheme of arrangement ("AEL Scheme") under which ROC will acquire all of the issued share
capital of AEL.
Concurrently, ROC proposes to make an offer for all the outstanding shares in Anzon Australia Limited ("AZA"), a company in which AEL
has a 52% fully-diluted shareholding, by way of an off market takeover offer ("AZA Takeover Offer"), details of which will also be announced
today. The combination of ROC, AEL and AZA will be referred to in this announcement as the "Combined Group".
The AEL Scheme is not dependent on the outcome of the Anzon Takeover Offer.
Following completion of the AEL Scheme, ROC will own a fully-diluted 52% of AZA and will consolidate the attributable reserves and the
financial results of AZA.
In order to implement the AEL Scheme, ROC and AEL have today entered into a Merger Implementation Deed ("MID") which reflects the terms
of the proposed Merger. A summary of the key terms of the MID are set out in Annexure A to this announcement.
As AEL's only material asset is its 52% fully-diluted shareholding in AZA, the offer price for each AEL share ("AEL Offer Price") has
been set by reference to the offer price under the AZA Takeover Offer, and will be adjusted for AEL's net cash position at the record date
of the AEL Scheme. Under the terms of the MID, shareholders in AEL will receive ROC shares in exchange for their AEL shares. The exact
number of ROC shares to be issued as consideration will be calculated based on the final AEL Offer Price and on ROC's closing share price on
13 June 2008 of A$2.02. It is currently estimated that ROC will issue in the order of 150 million shares, representing 33% of the issued
capital of the Merged Company.
On the basis of AEL's current estimate of its net cash position at the record date of the AEL Scheme, the merger ratio is 1.33 ROC
shares for every AEL share. Based on ROC's closing price on 13 June 2008, this values AEL at A$303 million (�147 million) or A$2.69 (�1.30)
per share (assuming an AUD/GBP exchange rate of 0.485).
The merger of ROC and AEL will create a leading independent Australian and international oil and gas producer with attributable net 2P
oil reserves and best estimate contingent gas and condensate resources of at least 34 MMBOE.1
In the event that the AZA Takeover Offer is consummated, ROC believes that the Combined Group (ROC, AEL & AZA) will have:
* approximately 47 MMBOE1 net 2P oil reserves and best estimate gas and condensate resources;
* approximately 14,500 BOEPD production; and
* a pro forma market capitalisation of approximately A$1.2 billion (�585 million).
These metrics will position the Combined Group as one of the leading oil and gas exploration and production companies on the ASX and one
of the largest non-FSU oil and gas exploration and production companies on AIM.
The Board of AEL unanimously believes that the transaction represents an excellent outcome for AEL shareholders:
* The AEL Offer Price provides a substantial premium over the market price of AEL shares. The offer represents a premium of 35% to the
closing price of AEL shares on 13 June 2008.
* The Merger will remove the single asset risk and corporate structure which may have adversely impacted the share price of AEL and its
ability to grow and develop as a company.
* The Merger provides AEL shareholders with exposure to a diversified portfolio of assets with significant upside potential from ROC's
unique suite of production, development, appraisal and advanced exploration assets, including substantial expansion opportunities in
Australia, China, West Africa and East Africa. Importantly, AEL shareholders will also maintain their exposure to the continued development
of the Basker-Manta-Gummy oil and gas project, in the Bass Strait.
* The Combined Group offers increased diversity, scale and market liquidity as well as the opportunity to participate in and benefit
from any potential market or financial re-rating of ROC.
* The AEL Scheme also provides eligible Australian AEL shareholders with the potential for scrip-for-scrip rollover relief from
potential capital gains tax.
ROC has confirmed that it will invite at least one of the current AEL directors to join the board of ROC, if the Merger is completed.
The AEL Scheme
The AEL Board has considered the advantages and disadvantages of the Merger and, in the absence of a superior proposal and subject to an
Independent Expert's Report concluding that the AEL Scheme is in the best interests of AEL shareholders, intends to recommend that AEL
shareholders vote in favour of the AEL Scheme. Each of the members of the AEL Board intends to vote in favour of the AEL Scheme at the AEL
Scheme Meeting in relation to the AEL shares held or controlled by them.
AEL intends to appoint an Independent Expert to opine on whether the AEL Scheme is in the best interests of all AEL shareholders. A copy
of the Independent Expert's Report will be included in the AEL Scheme Booklet which, under the current timetable, will be despatched to
shareholders in August 2008.
The AEL Scheme will require the approval of AEL shareholders and the Court, together with satisfaction of other conditions customary for
a transaction of this nature. These conditions are included in the AEL MID, a summary of which is attached as Annexure A to this
announcement.
AEL and ROC have agreed mutual break fees of A$2.7 million in the event the AEL Scheme does not proceed in certain circumstances, as
well as customary exclusivity provisions.
Michael Arnett, Chairman of AEL, commented on the Transaction, stating:
"The Merger is a great result for the shareholders of AEL. Not only do they have the opportunity to realise significant value for their
investment in AEL but it also provides the opportunity for AEL shareholders to become part of a larger, more diverse organisation."
Commenting on the Merger, Andrew Love, Chairman of ROC stated that:
"This is a very good result for all shareholders in both companies because the objectives of the two companies are genuinely aligned.
All of us who have been involved in the front line of this Merger believe that the enlarged company will occupy a rare space in the
Australian and international oil and gas scene, and we are already focused on taking it to the next level".
Cancellation of AEL's listing on AIM
Following the successful implementation of the Merger, AEL will become a 100%-owned subsidiary of ROC and it is the intention of the
Board of ROC that they will cancel the admission of AEL's securities to AIM on the AEL Scheme implementation date, expected to be during
September 2008, but that ROC will maintain a listing on AIM.
Indicative Dates for AEL Scheme
Key Milestone Date
Announcement of AEL Scheme 16 June 2008
First Court Hearing to approve AEL Scheme documentation Late July 2008
and convene AEL Scheme Meeting
AEL Scheme documentation sent to AEL shareholders Early August 2008
AEL Scheme Meeting Early September 2008
Second Court Hearing September 2008
Expected Implementation Date of the Merger September 2008
Advisers
ROC is being advised by Gresham Advisory Partners Limited (financial adviser) and Allens Arthur Robinson (legal adviser)
AEL is being advised by Macquarie Capital Advisers (financial adviser) and Corrs Chambers Westgarth (legal adviser)
A full version of this announcement is available on AEL's website www.anzonenergy.com and ROC's website: www.rocoil.com.au
Note 1: As at 13 June 2008. Based on ROC's review of due diligence materials provided by AZA. The gas and condensate resources in the
AZA fields have been categorised as 2P reserves for the purposes of this calculation. Moreover, the reserves attributable to AEL are
calculated to be 52% of the net AZA share in the Basker Manta Gummy licence area.
For further information please contact:
Dr John Doran Mr Andrew Young
Chief Executive Officer Managing Director
Roc Oil Company Limited Anzon Energy Limited
Telephone: +61 2 8356 2000 Telephone: +61 2 9024 3555
Website: www.rocoil.com.au Website: www.anzonenergy.com
Level 14, 1 Market Street Level 13, 90 Arthur Street
Sydney North Sydney
New South Wales 2000 New South Wales 2060
ROC Financial Adviser AEL Financial Adviser
Bruce McLennan Robert Sennitt
Managing Director Division Director
Gresham Advisory Partners Macquarie Capital Advisers
Telephone: +61 2 9224 0269 Telephone: +61 414 295 264
ROC Nominated Adviser & AEL Nominated Adviser
UK Corporate Broker
Michael Shaw Fiona Owen
Partner Partner
Oriel Securities Limited Grant Thornton Corporate Finance
Telephone: + 44 20 7710 7600 Telephone: + 44 20 7383 5100
Information on ROC
ROC is one of Australia's leading independent oil and gas companies which has grown its business through a combination of organic
exploration and development as well as through acquisitions. ROC's current portfolio of assets covers approximately 79,000 sq km, of which
18,000 sq km are net to ROC. The group is currently producing approximately 11,000 BOEPD from 6 fields located in Australia, Africa, China
and the North Sea. ROC is listed on ASX and AIM with a market capitalisation of approximately A$600 million (�290 million).
ROC reported a net loss of US$83.3 million for the year ended 31 December 2007 (US$44.9 million net loss in 2006).
Information on AEL
AEL is an Australian registered company which was established in 2001 for the purpose of developing oil and gas opportunities. AEL is
currently listed on AIM with a diluted market capitalisation of approximately �110 million (A$225 million) as at 16 June 2008. AEL currently
has an investment in Australia through its interest in AZA.
AEL reported a net profit of A$60.3 million for the year ended 31 December 2007 (A$26 million net profit in 2006).
Information on AZA
AZA is an upstream oil and gas company listed on the ASX in 2004, to acquire, explore, develop and commercialise oil and gas fields in
Australasia. AZA's principal asset is a 40% interest in the Basker, Manta and Gummy fields in Bass Strait, of which AZA is also the
operator. AZA has built an enviable record of declaring a profit in each full year since listing. The key to this performance has been the
rapid development of the Basker Manta oil fields by AZA's technical team of staff and contractors.
AZA is currently listed on the ASX with a diluted market capitalisation of approximately A$510 million (�250 million) as at 16 June
2008. AZA reported a net profit of A$152.4 million for the year ended 31 December 2007 (A$11.3 million net profit in 2006).
In accordance with ASX and AIM Rules, the information in this announcement has been reviewed and approved by Dr John Doran, Chief
Executive Officer, Roc Oil Company Limited, BSc(Hons) Geology, MSc and PhD. Dr Doran, who is a member of the Society of Petroleum Engineers,
has more than 30 years relevant experience within the industry and consents to the information in the form and context in which it appears.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for ROC
and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than ROC for providing the
protections afforded to clients of Oriel Securities Limited or for giving advice in relation to such matters.
Annexure A - Key terms of the Merger Implementation Deed
Introduction
Anzon Energy Limited (Anzon) and Roc Oil Company Limited (ROC) entered into a Merger Implementation Deed (MID) on 16 June 2008. The MID
sets out the terms and the parties' respective obligations in connection with the implementation of the Scheme. A copy of the MID will be
contained in the Scheme Booklet to be provided by Anzon to Anzon Ordinary Shareholders prior to the Scheme Meeting. An outline of the key
terms of the MID is set out below.
1 Conditions precedent
The Scheme will not become Effective unless each of the following conditions precedent are satisfied or waived in the manner set out in
the MID:
1.1 Regulatory Approvals
Before the Conditions Date, ASIC, ASX and the London Stock Exchange provide or issue the consents and approvals and do any other acts
necessary or desirable to implement the transactions contemplated by the MID.
1.2 Other restrictions
No order, temporary restraining order, preliminary or permanent injunction, decree or ruling issued by any Court or Governmental Agency
enjoining, restraining or otherwise imposing a legal restraint or prohibition preventing the consummation of the Merger is in effect at 5pm
on the day prior to the Scheme Meeting or on the Conditions Date.
1.3 Anzon Ordinary Shareholder approval
Anzon Ordinary Shareholders approve the Scheme at the Scheme Meeting (or at any adjournment or postponement of it at which the Scheme is
to be voted on) by the requisite majorities under the Corporations Act.
1.4 Court approval
The Court approves the Scheme under section 411(4)(b) of the Corporations Act.
1.5 Independent Expert report
The Independent Expert gives a report to Anzon that in its opinion the Scheme is in the best interests of Anzon Ordinary Shareholders
and the Independent Expert does not change its conclusions or withdraw its report prior to the Conditions Date.
1.6 Anzon Material Adverse Change
Between the date of the MID and the Conditions Date, no Anzon Material Adverse Change occurs.
1.7 ROC Material Adverse Change
Between the date of the MID and the Conditions Date, no ROC Material Adverse Change occurs.
1.8 Anzon Prescribed Occurrence
Between the date of the MID and the Conditions Date, no Anzon Prescribed Occurrence occurs.
1.9 ROC Prescribed Occurrence
Between the date of the MID and the Conditions Date, no ROC Prescribed Occurrence occurs.
1.10 Anzon representations
No representation given by Anzon under Schedule 1 of the MID is materially incorrect as at the date of the MID or as at the Conditions
Date.
1.11 ROC representations
No representation given by ROC under Schedule 2 of the MID is materially incorrect as at the date of the MID or as at the Conditions
Date.
1.12 Anzon Convertible Notes
In accordance with the terms of the MID, before the Conditions Date:
(a) all of the Anzon Convertible Notes being redeemed, cancelled or converted; or
(b) the holder of Anzon Convertible Notes has entered into an agreement to redeem, cancel or convert its Anzon Convertible Notes on or
after the Effective Date.
1.13 Anzon Unsecured Notes
In accordance with the terms of the MID, before the Conditions Date:
(a) all of the RAK Unsecured Notes being redeemed; or
(b) the holder of the RAK Unsecured Notes has entered into an agreement to redeem the RAK Unsecured Notes on or after the Effective
Date.
1.14 Anzon Options
Anzon having used its best endeavours to procure that each holder of Anzon Options has entered into an Option Purchase Agreement or
exercised all of their Anzon Options on or before the date of the Scheme Meeting.
2 Exclusivity
2.1 Exclusivity
During the Exclusivity Period, Anzon and ROC must not, and must ensure that their respective Representatives do not, except with the
prior consent of the other party:
(a) solicit, initiate or invite any enquiries, discussions or proposals in relation to, or which may reasonably be expected to lead to,
a Third Party Proposal for that party;
(b) participate in any discussions or negotiations in relation to, or which may reasonably be expected to lead to, a Third Party
Proposal for that party;
(c) provide any information relating to a party or any of its Material Subsidiaries or any of its businesses or operations to any person
in relation to a current or future Third Party Proposal for that party; or
(d) communicate to any person an intention to do any of the things referred to above.
2.2 Notification of approaches
During the Exclusivity Period, Anzon or ROC must notify the other party of:
(a) any approach, inquiry or proposal made to, and any attempt or any intention on the part of any person to initiate or continue any
negotiations or discussions with, Anzon or ROC or any of their respective Representatives with respect to, or that could reasonably be
expected to lead to, any Third Party Proposal, whether unsolicited or otherwise;
(b) any request for information relating to Anzon or ROC or any of their respective Material Subsidiaries (other than AZA) or any of
their businesses or operations or any request for access to the books or records of Anzon or ROC or any of their respective Material
Subsidiaries (other than AZA) , which Anzon or ROC (as applicable) has reasonable grounds to suspect may relate to a current or future Third
Party Proposal;
(c) any breach of the obligation to notify of an approach; and
(d) any provision by Anzon or ROC or any of their respective Representatives of any information relating to Anzon or ROC (as applicable)
or any of their respective Material Subsidiaries (other than AZA) or any of their businesses or operations to any person in connection with
or for the purposes of a current or future Third Party Proposal by providing in writing to the other party details of the expression of
interest, offer or proposal or proposed Third Party Proposal made by the person making the approach and details of any material discussions
between such person and Anzon or ROC (as applicable) or their respective Representatives.
Such notice must be accompanied by written details of:
(1) all relevant details of the relevant event, including the identity of the person or persons taking any action referred to in (a)
or (b) above (the Relevant Persons);
(2) the terms and conditions of any Third Party Proposal or any proposed Third Party Proposal (to the extent known to Anzon or ROC
(as applicable)), including details of the proposed consideration, timing and any break fee; and
(3) details of any material discussions between the Relevant Persons and Anzon or ROC (as applicable) or their Representatives.
2.3 Normal provision of information
Nothing in the exclusivity provisions prevents a party or its Representatives from:
(a) providing information to its Representatives;
(b) providing information required to be provided by law, a Court or any Regulatory Authority including ASX or the London Stock
Exchange; or
(c) making presentations to brokers, portfolio investors and analysts in the ordinary and usual course of business.
2.4 Fiduciary carve-out
(a) Sections 2.1(b), 2.1(c) and 2.1(d) do not require Anzon or ROC or any of their respective directors to do or refrain from doing
anything with respect to a bona fide Third Party Proposal (which was not solicited by the party in breach of the no-shop provision in
section 2.1(a)), provided that the Anzon Board or ROC Board (as applicable) has determined in good faith and acting reasonably after
consultation with its financial advisers and receiving written legal advice by external legal advisers, that failing to respond to such
Third Party Proposal would likely constitute a breach of the directors' fiduciary or statutory obligations.
(b) Section 2.2 does not require Anzon or ROC or any of their respective directors to provide any notification to the other party to the
extent that the Anzon Board or the ROC Board (as applicable) has determined in good faith and acting reasonably after consultation with its
financial advisers and receiving written legal advice by external legal advisers, that providing such notification would likely constitute a
breach of the directors' fiduciary or statutory obligations.
3 Break fee
3.1 Undertaking by Anzon
A break fee of A$2.7 million will be payable by Anzon to ROC if before the Effective Date, the MID is terminated:
(a) by ROC if Anzon is in breach of a material term of the MID which has not been rectified;
(b) by ROC because Anzon has failed to satisfy one of the following conditions precedent:
(i) Anzon Material Adverse Change (see Section 1.6 above);
(ii) Anzon Prescribed Occurrence (see Section 1.8 above); or
(iii) Anzon representations (see Section 1.10 above);
(c) by ROC if the Anzon Board (or a majority of the Anzon Board):
(i) withdraws its approval or recommendation of the Merger,; or
(ii) makes a public statement that they support a Third Party Proposal for Anzon,
except as a result of the Independent Expert opining that the Merger is not in the best interests of Anzon Ordinary Shareholders;
(d) by either ROC or Anzon if the Anzon Board has received a Superior Proposal and pursuant to that Superior Proposal the voting power
(as defined in the Corporations Act) of the proponent of the Superior Proposal becomes or increases to more than 50% of the Anzon Ordinary
Shares;
(e) by either Anzon or ROC if all of the following occur:
(i) a Third Party Proposal is announced;
(ii) Anzon Ordinary Shareholders do not approve the Scheme at the Scheme Meeting (or at any adjournment or postponement of it at which
the Scheme is to be voted on) by the requisite majorities under the Corporations Act; and
(iii) pursuant to the Third Party Proposal, the voting power (as defined in the Corporations Act) of the proponent of the Third Party
Proposal becomes or increases to more than 50% of the AZA Ordinary Shares; or
(f) by Anzon if the Anzon Board has received a Superior Proposal and the Anzon Board (or a majority of the Anzon Board) withdraws its
approval or recommendation of the Merger, provided that such Superior Proposal was not solicited, initiated or invited by Anzon in breach of
the no-shop provision in section 2.1(a) above.
3.2 Undertaking by ROC
A break fee of A$2.7 million will be payable by ROC to Anzon if before the Effective Date, the MID is terminated by Anzon because of one
of the following circumstances:
(a) ROC is in breach of a material term of the MID which has not been rectified;
(b) ROC has failed to satisfy one of the following conditions precedents:
(i) ROC Material Adverse Change (see Section 1.7 above);
(ii) ROC Prescribed Occurrence (see Section 1.9 above);
(iii) ROC representations (see Section 1.11 above); or
(c) ROC has failed to satisfy its obligation to announce the AZA Share Offer or despatch the AZA Share Offer, as contemplated in section
5 below.
4 Termination
The MID may be terminated at any time prior to the commencement of the Court hearing on the Second Court Date:
(a) by either ROC or Anzon if any Court or Regulatory Authority has issued an order, decree or ruling or taken any other action
permanently enjoining, restraining or otherwise prohibiting the Merger, or has refused to do anything necessary to permit the Merger, and
the order, decree, ruling, other action or refusal has become final and non-appealable;
(b) by either ROC or Anzon if:
(i) the other is in breach of a material term of the MID (other than as a result of a breach by the terminating party);
(ii) where there is a breach of a representation or warranty by a party which would individually or in aggregate amount to either an
Anzon Material Adverse Change or ROC Material Adverse Change as the case may be; and
(iii) where the breach is capable of rectification prior to the Conditions Date, the party not in breach has given written notice to the
other setting out the relevant circumstances and stating an intention to terminate, and the breach has not been rectified within 5 Business
Days or within the period ending on the Conditions Date (whichever is the shorter period);
(c) by either ROC or Anzon if the resolution submitted to the Scheme Meeting in relation to the Scheme is not passed by the majorities
required under the Corporations Act;
(d) upon the failure of any other condition set out in Section 1 above, by the party (or parties) entitled to rely on that condition if
the parties are unable to reach agreement within 5 Business Days after the relevant date or by the End Date;
(e) by ROC if the Anzon Board (or a majority of the Anzon Board):
(i) withdraws its approval or recommendation of the Merger; or
(ii) makes a public statement that they support a Third Party Proposal for Anzon;
(f) by Anzon if the Anzon Board has received a Superior Proposal and the Anzon Board (or a majority of the Anzon Board) withdraws its
approval or recommendation of the Merger, provided that such Superior Proposal was not solicited, initiated or invited by Anzon in breach of
the no-shop provision in section 2.1(a) above;
(g) by either Anzon or ROC if:
(i) the Anzon Board has received a Superior Proposal; and
(ii) pursuant to that Superior Proposal the voting power (as defined in the Corporations Act) of the proponent of the Superior Proposal
becomes or increases to more than 50% of the Anzon Ordinary Shares;
(h) by either Anzon or ROC if all of the following occur:
(i) a Third Party Proposal is announced;
(ii) Anzon Ordinary Shareholders do not approve the Scheme at the Scheme Meeting (or at any adjournment or postponement of it at which
the Scheme is to be voted on) by the requisite majorities under the Corporations Act; and
(iii) pursuant to the Third Party Proposal, the voting power (as defined in the Corporations Act) of the proponent of the Third Party
Proposal becomes or increases to more than 50% of the AZA Ordinary Shares;
(i) by Anzon or ROC if the Scheme has not become Effective on or before the End Date;
(j) by Anzon or ROC if the Court refuses to make orders directing Anzon to convene the Scheme Meeting or approving the Scheme, and after
Anzon and ROC have appealed the Court's decision to the fullest extent possible; or
(k) by Anzon if ROC has failed to satisfy its obligation to announce the AZA Share Offer or despatch the AZA Share Offer, as
contemplated in section 5 below.
5 AZA Share Offer
ROC must:
(a) on the day the Scheme is publicly announced, publicly announce an intention to make an off-market takeover bid in accordance with
Chapter 6 of the Corporations Act for all of the AZA Shares on terms and conditions no less favourable than those set out in an Annexure to
the MID; and
(b) comply with Chapter 6 of the Corporations Act in relation to despatch of the takeover offers and accompanying documents (the AZA
Share Offer).
Definitions
Term Meaning
Anzon or AEL Anzon Energy Limited ABN 43 097 972 364.
Anzon Board the board of directors of Anzon.
Anzon Convertible Notes means convertible notes issued by AIL to RAK
Petroleum PCL on the terms contained in the
unsecured note deed poll executed by Anzon
Investments Limited on 27 September 2006,
entitling the holder upon conversion to
subscribe for or acquire Anzon Ordinary
Shares.
Anzon Data Room the data room established by Deacons on
behalf of Anzon and located at
http://vdata.deacons.com.au/ael/default.aspx
containing the documents in the Anzon Data
Room index.
Anzon Group Anzon and its Subsidiaries other than AZA
except where the term is used in the
definition of Anzon Material Adverse Change
when Anzon Group shall include AZA.
Anzon Material Adverse Change matters, events or circumstances (whether
individually or in aggregate), including
where it becomes known to ROC that
information disclosed by Anzon or any of its
Material Subsidiaries is, or is likely to
be, incomplete, incorrect, untrue or
misleading, but other than:
(a) those required to be done pursuant to
the MID;
(b) those which Anzon and ROC agree in
writing are not an Anzon Material Adverse
Change; or
(c) those fully and fairly disclosed in
the Data Rooms or any public filings made by
Anzon prior to the date of the MID,
having occurred, been announced or becoming
known to ROC which have or could reasonably
be expected to result in, either
individually or when aggregated together, a
diminution of the net assets of the Anzon
Group by more than A$50 million.
Anzon Options options issued by Anzon entitling the holder
to subscribe for or acquire Anzon Ordinary
Shares.
Anzon Ordinary Shareholder each person who is registered in the
register of members of Anzon as the holder
of one or more Anzon Ordinary Shares.
Anzon Ordinary Shares fully paid ordinary shares in the capital of
Anzon.
Anzon Prescribed Occurrence other than as required by or as a
consequence of the MID or the Scheme, the
occurrence of any of the following between
the date of the MID and the Conditions Date:
(a) Anzon converting all or any of its
shares into a larger or smaller number of
shares;
(b) Anzon or a Material Subsidiary:
(i) entering into a buy-back agreement; or
(ii) resolving to approve the terms of a
buy-back agreement;
(c) Anzon or a Material Subsidiary resolving
to reduce its share capital in any way or
reclassifying, combining, splitting or
redeeming or repurchasing directly or
indirectly any of its shares;
(d) Anzon or a Material Subsidiary:
(i) making an issue of, or granting an
option to subscribe for, any shares or
securities convertible into shares; or
(ii) agreeing to make an issue or to grant
an option referred to in subparagraph (d)(i)
above;
other than issues of shares following an
election to convert by the holder of an
Anzon Option or Anzon Convertible Notes on
issue as of the date of this Deed.
(e) Anzon making any
ASIC the Australian Securities and Investments
Commission.
Associate has the meaning given in section 12 of the
Corporations Act.
ASX ASX Limited ABN 98 008 624 691 or, as the
context requires, the financial market
operated by it.
AZA Anzon Australia Limited ABN 46 107 406 771.
AZA Data Room the data room established by Deacons on
behalf of AZA and located at
http://vdata.deacons.com.au/kappa/default.
aspx and the "black box" data room
containing the documents in the AZA Data
Room index.
AZA Ordinary Shares fully paid ordinary shares in the capital of
AZA.
AZA Ordinary Shareholders each person, who is registered in the
register of members of AZA as the holder of
an AZA Ordinary Share as at the AZA Scheme
record date (other than ROC or any of its
Related Bodies Corporate)
AZA Share Offer the meaning given in section 5 above.
Business Day a day that is not a Saturday, Sunday or any
other day which is a public holiday in
Sydney, Australia.
Conditions Date 8am on the day of the Second Court Date.
Corporations Act the Corporations Act 2001 (Cth).
Court Federal Court of Australia or any other
court of competent jurisdiction agreed in
writing between Anzon and ROC.
Data Rooms the Anzon Data Room and AZA Data Room.
Effective Date the date on which the Scheme becomes
Effective, and for this purpose Effective
means the coming into effect, pursuant to
section 411(10) of the Corporations Act, of
the order of the Court made under section
411(4)(b) in relation to the Scheme.
End Date 30 November 2008, or such later date as may
be agreed by the parties.
Excluded Shares Anzon Ordinary Shares held by ROC or its
Related Bodies Corporate.
Exclusivity Period the period from and including the date of
the MID up to the earlier of:
(a) the End Date; or
(b) the termination of the MID in
accordance with its terms.
Governmental Agency any foreign or Australian government or
governmental, semi-governmental,
administrative, fiscal or judicial body,
department, commission, authority, tribunal,
agency or entity in any part of the world
and includes ASIC, the United Kingdom
Financial Services Authority, London Stock
Exchange and ASIC (and any other securities
exchange) .
Implementation Date the fifth Business Day after the Transaction
Record Date, or such other date as the
parties agree.
Independent Expert the independent expert appointed by Anzon in
accordance with the MID.
Listing Rules the official listing rules of the ASX.
London Stock Exchange London Stock Exchange plc.
Material Subsidiary (a) in the case of Anzon, an operating
Subsidiary of Anzon having assets or
liabilities in excess of A$500,000; and
(b) in the case of ROC, an operating
Subsidiary of ROC having assets or
liabilities in excess of A$500,000.
Merger the implementation of the Scheme.
MID the Merger Implementation Deed dated 16 June
2008 between Anzon and ROC.
Option Purchase Agreement an agreement between ROC and a holder of
Anzon Options under which ROC has agreed to
purchase all of that holder's Anzon Options
in exchange for ROC Shares such agreement to
be subject to the Scheme becoming Effective.
RAK Unsecured Notes unsecured notes issued by Anzon Investments
Limited to RAK Petroleum Private Joint Stock
Company under the unsecured note deed poll
executed by Anzon Investments Limited on 27
September 2006.
Regulatory Authority includes:
(a) a Governmental Agency;
(b) any regulatory organisation
established under statute;
(c) the London Stock Exchange; and
(d) ASX.
Related Body Corporate has the meaning given in section 50 of the
Corporations Act.
Relevant Interest has the meaning given in sections 608 and
609 of the Corporations Act.
Representative in relation to a party:
(a) each of the party's subsidiaries; and
(b) each of the directors, officers,
senior managers, agents, contractors,
advisers and financiers of the party or of
any of its Subsidiaries,
other than AZA and directors, officers,
senior managers, agents, contractors,
advisors and financiers of AZA.
ROC Board the board of directors of ROC.
ROC Group ROC and its Subsidiaries.
ROC Material Adverse Change matters, events or circumstances (whether
individually or in aggregate), including
where it becomes known to Anzon that
information disclosed by ROC or any of its
Material Subsidiaries is, or is likely to
be, incomplete, incorrect, untrue or
misleading, but other than:
(a) those required to be done pursuant to
the MID;
(b) those which Anzon and ROC agree in
writing are not a ROC Material Adverse
Change; or
(c) those fully and fairly disclosed to
Anzon in any public filings made by ROC
prior to the date of the MID;
having occurred, been announced or becoming
known to Anzon which have or could
reasonably be expected to result in, either
individually or when aggregated together, a
diminution of the net assets of the ROC
Group by more than A$50 million.
ROC Prescribed Occurrence other than as required by or as a
consequence of the MID or the Scheme, the
occurrence of any of the following between
the date of the MID and the Conditions Date:
(d) ROC converting all or any of its shares
into a larger or smaller number of shares;
(e) ROC or a Material Subsidiary:
(i) entering into a buy-back
agreement; or
(ii) resolving to approve the terms of
a buy-back agreement;
(f) ROC or a Material Subsidiary resolving
to reduce its share capital in any way or
reclassifying, combining, splitting or
redeeming or repurchasing directly or
indirectly any of its shares;
(g) ROC or a Material Subsidiary:
(i) making an issue of, or granting an
option to subscribe for, any shares or
securities convertible into shares; or
(ii) agreeing to make an issue or to
grant such an option,
other than:
(iii) issues of ROC Shares following an
exercise by the holder of an option in issue
as of the date of the MID;
(iv) the issue of ROC Shares and options
under ROC's Employee Share Option Pl
ROC Shares fully paid ordinary shares in the capital of
ROC.
Scheme the scheme of arrangement under Part 5.1 of
the Corporations Act between Anzon and the
Scheme Shareholders in respect of all the
Anzon Ordinary Shares with such amendments
as Anzon and ROC may agree.
Scheme Booklet the information more fully described in the
MID to be despatched to the holders of Anzon
Ordinary Shares which must include the
Scheme, the Deed Poll to be signed by ROC,
the MID, the Independent Expert's report, a
notice of meeting and proxy forms and an
explanatory statement complying with the
requirements of the Corporations Act, ASIC
Regulatory Guide 60 and ASIC Regulatory
Guide 142.
Scheme Meeting the meeting of Anzon Ordinary Shareholders
ordered by the Court pursuant to the Scheme
to be convened under section 411(1) of the
Corporations Act.
Scheme Shareholders each person, who is registered in the
register of members of Anzon as the holder
of an Anzon Ordinary Share as at the
Transaction Record Date (other than holders
of Excluded Shares).
Scheme Shares Anzon Ordinary Shares held by Scheme
Shareholders at the Transaction Record Date.
Second Court Date the first day on which an application made
to the Court for an order pursuant to
section 411(4)(b) of the Corporations Act
approving the Scheme is heard or, if the
application is adjourned for any reason, the
first day on which the adjourned application
is heard.
Security Interest any mortgage, pledge, lien or charge or any
security or preferential interest or
arrangement of any kind (including retention
of title and any deposit of money by way of
security).
Subsidiary has the meaning given to it in the
Corporations Act.
Superior Proposal a publicly announced bona fide Third Party
Proposal which the Anzon Board acting in
good faith (after consultation with its
legal and financial advisers) determines is:
(a) reasonably capable of being completed
taking in account all aspects of the Third
Party Proposal; and
(b) more favourable for Anzon Ordinary
Shareholders than the Scheme (taking into
account, among other things, all legal,
financial, regulatory and other aspects of
the Third Party Proposal and the identity of
the offeror).
Third Party Proposal in relation to a party, or any Material
Subsidiary of a party, any expression of
interest, proposal or offer in relation to a
bid, scheme, joint venture, dual listed
company structure, purchase of a main
undertaking, share issue or other similar
reorganisation by any person under which if
the interest, proposal or offer is entered
into or completed a person other than the
other party and its Representatives:
(a) (together with the person's
Associates) may acquire a Relevant Interest
in more than 20% of one or more classes of
securities of the party;
(b) may acquire voting power (as defined
in Chapter 6 of the Corporations Act) of
more than 20% in the party's share capital;
(c) may acquire, directly or indirectly
any interest (including legal, equitable or
economic) in all or a material part of the
business or assets (on a consolidated basis)
of the party;
(d) may otherwise merge or
amalgamate with the party; or
(e) may acquire control (as determined in
accordance with section 50AA of t
Trading Day a day upon which ASX is open for trading or
AIM is open for trading, as the context
requires.
Transaction the acquisition by ROC of all the Scheme
Shares through implementation of the Scheme
in accordance with the terms of the MID.
Transaction Record Date 7.00pm (Sydney time) on the fifth Trading
Day after the date on which the Scheme, if
approved, becomes Effective, or such earlier
date (after the Effective Date) as the
parties may agree in writing.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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