The Proposal
Roc Oil Company Limited ("ROC")
(ASX/AIM: ROC) today announced an off-market takeover offer (the "Anzon
Takeover Offer") to acquire all of the ordinary shares in Anzon
Australia Limited ("Anzon") (ASX: AZA).
The offer price under the Anzon Takeover
Offer will comprise 0.792 ROC shares plus A$0.05 cash per Anzon share.
Based on the closing price of ROC shares on
13 June 2008, this equates to A$1.65 per Anzon share, which is a 34% premium
to the 1 month volume weighted average price of Anzon shares of A$1.23.
As jointly announced earlier today, ROC and
Anzon Energy Limited ("AEL"), a company listed on the Alternative
Investment Market of the London Stock Exchange ("AIM") and
incorporated in Australia, concurrently intend to merge by way of a Scheme of
Arrangement ("AEL Scheme"), which has been unanimously approved by
the boards of both companies. The AEL Scheme is not dependent on the outcome
of the Anzon Takeover Offer.
A copy of the AEL Scheme announcement is
attached to this announcement as Annexure B.
AEL is the major shareholder in Anzon,
owning 52% of its fully-diluted issued capital. If the AEL Scheme is
completed and the Anzon Takeover Offer is not completed, ROC will replace AEL
as the majority shareholder in Anzon.
In the event that ROC acquires 100% of both
Anzon and AEL, ROC and Anzon/AEL shareholders will own the enlarged ROC group
in approximately equal shares.
The Chairman of ROC, Mr Andrew Love, said:
"This opportunity to combine ROC and
Anzon for the benefit of both shareholder groups is both unique and
compelling. ROC is genuinely excited by the possibility of bringing together
our two companies to create a significant ASX and AIM-listed oil and gas
company".
Key Benefits
of the Anzon Takeover Offer
If successful,
the Anzon Takeover Offer will deliver a number of advantages to shareholders
of the enlarged company. The main benefits include:
- Increased
Production: production of approximately 14,500 BOEPD from
interests in eight producing fields in Australia, China, Mauritania and
the North Sea, five of which would be operated by the enlarged company.
- Increased
Reserves: approximately 47 MMBOE[1] net 2P oil reserves and best
estimate gas and condensate resources.
- Increased
Scale: a pro forma market capitalisation of approximately
$1.2 billion. The enlarged company would be the 6th largest dedicated
(non-integrated and conventional) oil and gas exploration and production
company on ASX. In terms of 2P oil production and oil reserves, the
enlarged company would be the 5th and 6th largest ASX oil company
respectively. The enlarged company would be the largest non-FSU oil and
gas company on AIM in terms of market capitalisation, reserves and oil
production.
- Increased
financial capacity: with combined unaudited cash flow from operations in
1Q2008 of approximately US$70 million from sales revenue of
approximately US$133 million and a strong balance sheet.
- Increased
Appraisal and Development Project Portfolio: the
enlarged company would have an attractive and diverse array of appraisal
and development opportunities located in Australia, China, Angola and
Mauritania.
- Increased
Exploration Potential: a unique exploration
portfolio of global proportions, including substantial opportunities in
Australia, West Africa and East Africa would reside within the enlarged
company.
- Increased
Liquidity: currently, ROC has approximately 299 million shares
on issue, which will increase to approximately 596 million if both the
AEL Scheme and AZA Takeover Offer are successfully implemented. The
combined shareholder base of the enlarged company will exceed 20,000,
which, together with the increased level of issued capital, should
provide greater liquidity for the enlarged company.
- Strong
Operating Ability: the enlarged company will occupy an unusual niche in
the industry with a unique operating skill set ranging from onshore West
Africa to offshore Australia and China, including unmanned and manned
fixed platforms, as well as FPSO facilities.
- Like-minded
Cultures: as an established, full cycle (exploration to production)
operating company, ROC shares with Anzon many aspects of corporate
culture, including a high standard with regard to health, safety,
environment and community matters, as well as corporate governance.
- Capacity
for Growth: the enlarged company would have the scale and
financial capacity to pursue further organic and acquisition growth
opportunities.
- Increased
Workforce Strength and Opportunities: the transaction will
create substantial benefits for all stakeholders, including employees,
who will have the opportunity to work in a larger and more diverse
organisation with a strong growth profile in Australia and
internationally.
Timing and
Conditions
The Anzon
Takeover Offer and the AEL Scheme will proceed largely concurrently. Key
indicative milestone dates for both transactions include:
|
Key Milestone
|
Date
|
|
Announcement of AEL Scheme and Anzon Takeover Offer
|
16 June 2008
|
|
First Court Hearing to approve AEL Scheme documentation and convene AEL
Scheme Meeting
|
Late July 2008
|
|
ROC's Bidder's Statement sent to Anzon shareholders
AEL Scheme documentation sent to shareholders
|
Late July 2008
|
|
AEL Scheme Meeting
|
Late August 2008
|
|
Second Court Hearing
|
Early September 2008
|
|
Anzon Takeover Offer closes (unless extended)
Expected Implementation Date of the Merger
|
September 2008
|
There is no
minimum acceptance condition to the Anzon Takeover Offer. However, the Anzon
Takeover Offer is conditional on ROC acquiring 100% of AEL under the AEL
Scheme and the additional conditions set out in Annexure A to this
announcement, which include:
- applicable
regulatory approvals (FIRB and AIM);
- no
material adverse change in Anzon and no material transactions involving
Anzon; and
- no
prescribed occurrences in respect of Anzon.
ROC will waive the conditions relating to no
material adverse change in Anzon and no material transactions involving Anzon
on the implementation date of the AEL Scheme.
Information on
Anzon
Anzon 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. Anzon's
principal asset is a 40% interest in the Basker, Manta and Gummy fields in
Bass Strait, of which Anzon is also the operator. Anzon 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
Anzon's technical team of staff and contractors.
Anzon is
currently listed on the ASX with a diluted market capitalisation of
approximately A$510 million (�250 million) as at 16 June 2008. Anzon reported
a net profit of A$152.4 million for the year ended 31 December 2007 (A$11.3
million net profit in 2006).
Advisers
ROC is being
advised by Gresham Advisory Partners Limited (financial adviser) and Allens
Arthur Robinson (legal adviser).
For further information please contact:
John Doran
Chief Executive Officer, Roc Oil Company Limited
Direct: +61 2 8356 2000
Mobile: +61418280175
Website: www.rocoil.com.au
In accordance
with ASX and AIM Rules, the information in this Release 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.
