Roc Oil Company Limited
02 November 2006
ROC OIL COMPANY LIMITED ('ROC' or 'the Company')
STOCK EXCHANGE RELEASE
FURTHER INFORMATION REGARDING RIGHTS ISSUE
ROC yesterday announced a fully underwritten pro-rata 3 for 8 rights issue
('Rights Issue') of approximately 81 million ordinary shares ('New Shares') with
an issue price of A$2.70/109 pence per share to raise gross proceeds of A$219
million.
Set out below is clarification of the eligibility of shareholders in the United
Kingdom and holders of Depositary Interests that trade on the AIM Market of
London Stock Exchange plc ('AIM') to participate in the Rights Issue.
UK Holders of Ordinary Shares
Persons resident in the UK are not eligible to participate in the Rights Issues
unless they are 'qualified investors' within the meaning of s86(7) of the
Financial Services and Markets Act 2000 ('FSMA') and are within the categories
of persons referred to in article 19 (investment professionals) and article 49
(high net worth companies, unincorporated associations, etc) of the FSMA
(Financial Promotion Order) 2005. Qualified investors include:
- certain registered investors under the FSMA or authorised by an EEA State as
qualified investors for the prospectus directive;
- entities authorised or regulated to operate in the financial markets;
- government and central bank institutions;
- entities which according to their last annual or consolidated accounts meet
certain criteria regarding the number of employees (250); total balance sheet
not exceeding EUR43m and annual net turnover not exceeding EUR50m.
If you are unsure as to whether you are a qualified investor please consult your
stockbroker. If you are a qualified investor and you do not receive a prospectus
by 16 November 2006, please contact Computershare on 08707 071 273.
The New Shares are being offered to Eligible Shareholders on the register at
7.00 p.m. Australian Eastern Daylight time ('AEDT') (8.00 a.m. London time) on
Friday 10 November 2006 ('the Record Date'). Acceptances under the Rights Issue
close at 5.00 p.m. AEDT (6.00 a.m. London time) on Monday 27 November 2006.
Holders of Depository Interests
Holders of Depositary Interests at the Record Date who satisfy Computershare
Investor Services PLC ('the Depositary') on behalf of ROC that they are a
Relevant Person (as defined below) will be able to participate indirectly in the
Rights Issue. Such Relevant Persons will have the opportunity either:
(i) to arrange for the Depositary to take up some or all of the rights
attributable to their Depositary Interests and receive additional Depositary
Interests representing New Shares; or
(ii) to have the opportunity to receive a cash payment under a bookbuild
arrangement following the sale of New Shares representing entitlements that have
not been taken up under the Rights Issue.
All other holders of Depositary Interests at the Record Date may receive a cash
payment under the bookbuild arrangement following the sale of New Shares
representing entitlements that have not been taken up under the Rights Issue.
The Rights will not trade on AIM or be renounceable in the UK. Existing
Depositary Interests currently traded on AIM will not be marked as ex-rights.
Entitlement to the Rights Issue is referenced to the share register and is
determined by settlement date, not trade date. Depositary Interests traded on
AIM and settled by 8.00 a.m. London time on Friday 10 November 2006 will be
entitled to the Rights Issue.
Holders of Depositary Interests will shortly receive a letter from Computershare
Investor Services PLC setting out further details of the Rights Issue, the
criteria for approval as a Relevant Person and the procedure for Relevant
Persons to participate in the Rights Issue.
For further information please contact
Dr Kevin Hird
General Manager Business Development
Tel: +44 (0)207 586 7935
Fax: +44 (0)207 722 3919
Email: khird@rocoil.com.au
Nick Lambert
Bell Pottinger Corporate & Financial
Tel: +44 (0)207 861 3232
Or visit ROC's website: www.rocoil.com.au
Appendix - Relevant Persons
To be approved as a Relevant Person a holder of Depositary Interests must
satisfy the Depositary on behalf of ROC, in their absolute discretion, that:
(a) they are persons outside (i) the United Kingdom and the prohibition on
unlawful financial promotion contained in the Financial Services and Markets Act
2000 ('FSMA') will not be breached; and (ii) an European Economic Area State and
the prohibition on offering transferable securities to the public without an
approved prospectus contained in measures implementing the Prospectus Directive
2003/71/EC will not be breached; or
(b) they are persons in the United Kingdom who are (i) a 'qualified investor'
within the meaning of section 86(7) of FSMA and (ii) within the categories of
persons referred to in Article 19 (Investment professionals) or article 49 (High
net worth companies, unincorporated associations, etc.) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005.
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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