Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Anzon Energy Limited, in the matter of Anzon Energy Limited (No 2) [2008] FCA 1579
ANZON ENERGY LIMITED (ABN 43 097 972 364), IN THE MATTER OF ANZON ENERGY LIMITED (ABN 43 097 972 364)
NSD 1170 of 2008
LINDGREN J
21 OCTOBER 2008
SYDNEY IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY NSD 1170 of 2008
IN THE matter of Anzon ENERGY LIMITED (ABN 43 097 972 364)
ANZON ENERGY LIMITED (ABN 43 097 972 364)
Plaintiff
JUDGE: LINDGREN J DATE OF ORDER: 25 August 2008
WHERE MADE: SYDNEY
THE COURT ORDERS THAT: 1. Anzon Energy Limited ABN 43 097 972 364 (AEL) is justified in publishing to its members the documents substantially in the form of "Annexure A" to these Orders (Information) in the following manner: (a) dispatching the Information to members of AEL by prepaid post (or in the case of overseas members, by airmail) on or before 26 August 2008; (b) releasing the Information on AIM on or before 25 August 2008; and (c) releasing the Information on the AEL website, www.anzonenergy.com on or before 25 August 2008. 2 These Orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
Annexure A 25 August 2008
Dear AEL Shareholder On 16 June 2008, Anzon Energy Limited (AEL) announced that it had entered into an agreement to merge with Roc Oil Company Limited (ROC) (Merger) by way of a scheme of arrangement (Scheme). Since that time, world equity markets and the macro environment for global oil and gas companies have been highly volatile, with the WTI oil price falling 15% during this period. Your AEL directors have continued to monitor their recommendation in respect of the Merger and remain of the view that the Scheme is in the best interests of all AEL shareholders. AEL directors continue to recommend that all shareholders vote in favour of the Scheme, in the absence of a Superior Proposal. Deloitte Corporate Finance Pty Limited, the Independent Expert has also reconfirmed that, in its view, the Scheme remains fair and reasonable and therefore in the best interests of AEL shareholders (refer to attached letter). At the time of the announcement of the Merger, the implied merger ratio for AEL shareholders was approximately 1.33 ROC shares for every AEL share held (Scheme Consideration). At that time, the value of the Scheme Consideration, based on a ROC share price of A$2.02, was estimated to be A$2.69 (£1.30) per AEL share. Since the announcement of the Merger, the ROC share price has continued to decline. This decline is consistent with the performance of other intermediate/junior oil and gas companies listed on the ASX, including Anzon Australia Limited (AZA). Over this period, the ROC share price has declined 45%. This compares to an average decline of other intermediate / junior oil and gas companies[1] of 24%.
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