Roc Oil : Notice Freeing Takeover from Conditions

A

NORTON ROSE FULBRIGHT

20 October 2014 Norton Rose Fulbright Australia

ABN 32 720 868 049

Level 15, RACV Tower

485 Bourke Street

MELBOURNE VIC 3000

AUSTRALIA

Company Announcements Australian Securities Exchange Level2
120 King Street
MELBOURNE VIC 3000

Tel [phone]

Fax [phone]

GPO Box 4592, Melbourne VIC 3001

DX 445 Melbourne nortonrosefulbright.com

Direct line

[phone]o

Email [e-mail]

Our reference:

2813782

Dear Sir/Madam
Takeover bid by Transcendent Resources Limited for Roe Oil Company Limited (ROC)- Notice freeing takeover from conditions
As you are aware, we act fora wholly owned subsidiary of Fosun lnternational Limited, Transcendent Resources Limited (Fosun) in relation to its off-market takeover bid forali of the ordinary shares in Roe Oil Company Limited (ROC) (Offer).
Fosun has freed the offers dated 11 September 2014 (Offers) made under its Takeover Bid from the defeating conditions in section 12.5 of its bidder's statement dated 11 September 2014 (Bidder's Statement). The Offers are now unconditional. We enclose a notice in accordance with section 650F of the Corporations Act 2001 (Cth) (Act) (Notice).
The Notice sets out that Fosun has voting power in ROC of 19.082% as at 20 October 2014. Fosun has established an institutional acceptance facility in relation to its Offers, under which
Computershare Clearing Pty Ltd (Facility Agent) is acting as the facility agent to hold acceptance
instructions on behalf of certain eligible shareholders who hold ROC shares either directly or beneficially
(Facility acceptances). Facility acceptances do not constitute acceptances of the Offer (Offer
acceptances) and are not included for the purpose of calculating Fosun's voting power in ROC (as set out in
the Notice).
As at 7.00pm Sydney time on 17 October 2014, Fosun had received Facility acceptances for 31.708% of ROC Shares, and Offer acceptances for 19.082% of ROC Shares. As the Offer has now been declared unconditional, Fosun will have a relevant interest and voting power in the ROC Shares the subject of the Facility acceptances. Fosun's total relevant interest and voting power will therefore be 50.790% upon the Facility Agent processing the Facility acceptances.
Now that the Offer is unconditional, Fosun reserves the right to purchase ROC Shares on market at or below
A$0.69.
A copy of the Notice is being provided to ROC.

APAC-#24615572-v1

Norton Rose Fulbright Australia is a lawfirm as defined in the Legai 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 lnc) and Fulbright & Jaworski LLP, each of which is a separate legai 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 legai services to clients

Yours faithfully

James Stewart

Partner

Norton Rose Fulbright Australia

Enel.

APAC-#24615572-v1 2

A

NORTON ROSE FULBRIGHT Transcendent Resources Limited Notice- freeing takeover from conditions

To: Australian Securities Exchange

Roe Oil Company Limited

Transcendent Resources Limited (Fosun) has made offers dated 11 September 2014 (Offers) under an off-market takeover bid forali of the ordinary shares in Roe Oil Company Limited (ROC) pursuant to a bidder's statement dated 11 September 2014 (Bidder's Statement).

For the purposes of section 650F of the Corporations Act 2001 (Cth), Fosun gives notice declaring that:
(1) its Offers are free from ali conditions in section 12.5 of the Bidder's Statement; and
(2) its voting power in ROC as at the date of this notice is 19.082%1
Dated: 20 October 2014
Signed for and on behalf of Transcendent Resources Limited by its director Mr Xuetang Qin by his attorney:

James Stewart

Transcendent Resources Limited

1 Fosun's voting power in ROC as set out in this notice does not take into account any ROC shares the subject of conditional instructions to accept the Offer held under the institutional acceptance facility relating to the Offer.

APAC-#24607295-v1 © Norton Rose Fulbright Australia