15 October 2014
Company Announcements Australian Securities Exchange Level 2
120 King Street
MELBOURNE VIC 3000
Dear Sir/Madam
Norton Rose Fulbright Australia
ABN 32 720 868 049
Level 15, RACV Tower
485 Bourke Street
MELBOURNE VIC 3000
AUSTRALIA
Tel +61 3 8686 6000
Fax +61 3 8686 6505
GPO Box 4592, Melbourne VIC 3001
DX 445 Melbourne nortonrosefulbright.com
Direct line+61 3 8686 6710
Emailjames.stewart@nortonrosefulbright.com
Our reference:2813782
Takeover bid by Transcendent Resources Limited for Roc Oil Company Limited (ROC) - institutional acceptance facility and interests of substantial holder
As you are aware, we act for a wholly owned subsidiary of Fosun International Limited, Transcendent Resources Limited (Fosun) in relation to its off-market takeover bid for all of the ordinary shares in Roc Oil Company Limited (ROC) (Offer).
Fosun's bidder's statement containing the Offer was provided to the Australian Securities Exchange (ASX) on 11 September 2014 (Bidder's Statement). Fosun's first supplementary bidder's statement was provided to ASX on 19 September 2014 (First Supplementary Bidder's Statement).
As set out in more detail in section 2 of the First Supplementary Bidder's Statement, Fosun has established an institutional acceptance facility in relation to the Offer, whereby Computershare Clearing Pty Limited will act as the facility agent (Facility Agent) to hold acceptance instructions on behalf of certain eligible shareholders who hold ROC shares either directly or beneficially.
We understand that acceptances or acceptance instructions (Facility Acceptances) in relation to Fosun's Offer have been received by the Facility Agent. The Offer acceptances reflected in previous substantial holder notices provided by Fosun to ASX (Offer Acceptances) do not include Facility Acceptances held by the Facility Agent.
The following table summarises the aggregate Facility Acceptances and Offer Acceptances as at close of business on 14 October 2014:
Number of ROC
shares
% of all ROC
shares*
Number of ROC
shares
% of all ROC
shares*
Offer Acceptances (in which Fosun has a relevant interest)
120,219,184 17.483% 126,717,567 18.429%
Facility Acceptances 134,584,225 19.573% 163,394,930 23.762% Total Acceptances 254,803,409 37.056% 290,112,497 42.191%
* rounded to the second decimal point
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Norton Rose Fulbright Australia is a law firm as defined in the Legal Profession Acts of the Australian states and territory in which it practises.
Norton Rose Fulbright Australia, Norton Rose Fulbright LLP, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc) and Fulbright & Jaworski LLP, each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.
Facility Acceptances given to the Facility Agent do not constitute acceptance of the Offer and can be withdrawn prior to the Offer becoming unconditional.
This notice will be provided to ROC today. Yours faithfully
James Stewart
Partner
Norton Rose Fulbright Australia
Encl.
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