ROC OIL COMPANY LIMITED
ABN 32 075 965 856

ROC Announces Off-Market Takeover Offer for Anzon

16 JUN 08

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:

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

For further information see: Stock Exchange Release 16.06.08