Microsoft Word - Letter to ASX - IAF acceptances (20.10.14)(24634454_1).DOCX


20 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

Email

james.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 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 17 October 2014:

PREVIOUS UPDATE CURRENT UPDATE

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)

129,669,448 18.857% 131,212,415 19.082%


Facility Acceptances 199,482,703 29.011% 218,031,343 31.708% Total Acceptances 329,152,151 47.868% 349,243,758 50.790%

* rounded to the third decimal point

APAC-#24634454-v1

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.

A copy of this notice will be provided to ROC. Yours faithfully
James Stewart
Partner
Norton Rose Fulbright Australia
Encl.

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