Rockpool Acqui Regulatory News (ROC)

2 Nov 2006 07:02

Roc Oil Company Limited02 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") withan issue price of A$2.70/109 pence per share to raise gross proceeds of A$219million. Set out below is clarification of the eligibility of shareholders in the UnitedKingdom and holders of Depositary Interests that trade on the AIM Market ofLondon 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 Issuesunless they are "qualified investors" within the meaning of s86(7) of theFinancial Services and Markets Act 2000 ("FSMA") and are within the categoriesof 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 asqualified 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 meetcertain criteria regarding the number of employees (250); total balance sheetnot exceeding EUR43m and annual net turnover not exceeding EUR50m. If you are unsure as to whether you are a qualified investor please consult yourstockbroker. If you are a qualified investor and you do not receive a prospectusby 16 November 2006, please contact Computershare on 08707 071 273. The New Shares are being offered to Eligible Shareholders on the register at7.00 p.m. Australian Eastern Daylight time ("AEDT") (8.00 a.m. London time) onFriday 10 November 2006 ("the Record Date"). Acceptances under the Rights Issueclose 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 ComputershareInvestor Services PLC ("the Depositary") on behalf of ROC that they are aRelevant Person (as defined below) will be able to participate indirectly in theRights Issue. Such Relevant Persons will have the opportunity either: (i) to arrange for the Depositary to take up some or all of the rightsattributable to their Depositary Interests and receive additional DepositaryInterests representing New Shares; or (ii) to have the opportunity to receive a cash payment under a bookbuildarrangement following the sale of New Shares representing entitlements that havenot been taken up under the Rights Issue. All other holders of Depositary Interests at the Record Date may receive a cashpayment under the bookbuild arrangement following the sale of New Sharesrepresenting entitlements that have not been taken up under the Rights Issue. The Rights will not trade on AIM or be renounceable in the UK. ExistingDepositary Interests currently traded on AIM will not be marked as ex-rights. Entitlement to the Rights Issue is referenced to the share register and isdetermined by settlement date, not trade date. Depositary Interests traded onAIM and settled by 8.00 a.m. London time on Friday 10 November 2006 will beentitled to the Rights Issue. Holders of Depositary Interests will shortly receive a letter from ComputershareInvestor Services PLC setting out further details of the Rights Issue, thecriteria for approval as a Relevant Person and the procedure for RelevantPersons to participate in the Rights Issue. For further information please contact Dr Kevin HirdGeneral Manager Business DevelopmentTel: +44 (0)207 586 7935Fax: +44 (0)207 722 3919Email: khird@rocoil.com.au Nick LambertBell Pottinger Corporate & FinancialTel: +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 mustsatisfy the Depositary on behalf of ROC, in their absolute discretion, that: (a) they are persons outside (i) the United Kingdom and the prohibition onunlawful financial promotion contained in the Financial Services and Markets Act2000 ("FSMA") will not be breached; and (ii) an European Economic Area State andthe prohibition on offering transferable securities to the public without anapproved prospectus contained in measures implementing the Prospectus Directive2003/71/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 ofpersons referred to in Article 19 (Investment professionals) or article 49 (Highnet worth companies, unincorporated associations, etc.) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005. This information is provided by RNS The company news service from the London Stock Exchange