Aurizon : Joint bid for Aquila - Compulsory acquisition of AQA shares

ASX Market Announcements
ASX Limited
20 Bridge Street
Sydney NSW 2000
17 July 2014

BY ELECTRONIC LODGEMENT

Dominic D Smith

Vice President & Company Secretary

Aurizon Holdings Limited

ABN 14 146 335 622

T [phone]

F [phone]

E [e-mail]

W aurizon.com.au

Level 17, 175 Eagle Street

Brisbane QLD 4000

GPO Box 456

Brisbane QLD 4001

Joint off-market bid for Aquila Resources Limited - Compulsory acquisition of Aquila shares commenced

Please find attached announcement for immediate release to the market. Yours faithfully

Dominic D Smith

VP & Company Secretary

ASX Release

17 July 2014

TAKEOVER OFFER BY BAOSTEEL AND AURIZON - COMPULSORY ACQUISITION OF AQUILA SHARES COMMENCED

We refer to the joint takeover offer by Baosteel Resources Australia Pty Ltd (ABN 66 154 815 362) and Aurizon Operations Limited (ABN 47 564 947 264) (together, the Bidders) to acquire 100% of the ordinary shares in Aquila Resources Limited (ABN 81 092 002 769) (Aquila) that they do not already own for A$3.40 per share (the Offer), as set out in their bidders' statement (as supplemented) dated 14 May 2014.
As the Bidders now have a relevant interest in more than 90% of Aquila1, they intend to compulsorily acquire all of the outstanding ordinary shares in Aquila (including Aquila shares issued on the exercise of Aquila options within six weeks after the notice of compulsory acquisition is given) pursuant to the Corporations Act
2001 (Cth) (Corporations Act).

Shareholders who ACCEPT the offer will have their consideration paid within FIVE BUSINESS DAYS of their valid acceptance being processed (by dispatch of a cheque). Aquila shareholders who do not

accept the Offer will have their shares compulsorily acquired in accordance with the Corporations Act and will receive their consideration later than if they accept the Offer - consideration will not be paid for at least one month (subject to extension under the Corporations Act).

ACCEPT the Offer now to avoid delayed payment of your consideration.

Holders of Aquila options that exercise their Aquila options and are issued Aquila shares within six weeks after the notice of compulsory acquisition is given, but do not accept the Offer in respect of those Aquila shares before it closes, will have those Aquila shares compulsorily acquired by the Bidders (subject to completion of the compulsory acquisition process).
Attached, in accordance with section 661B(1)(d) of the Corporations Act, is a copy of an ASIC Form 6021: Notice of compulsory acquisition following takeover bid (Compulsory Acquisition Notice), together with a covering letter to Aquila shareholders and holders of Aquila options. The Compulsory Acquisition Notice and covering letter have been lodged with ASIC and will be dispatched to Aquila shareholders and Aquila option holders later today.
The Offer is scheduled to close at 7.00pm (Sydney time) of 25 July 2014.

1 and have acquired at least 75% of the shares they offered to acquire.

Ms Yiming Wu

Director
Baosteel Resources Australia Pty Limited
ABN 66 154 815 362

Registered office

Level 20, Allendale Square

77 St Georges Terrace

Perth WA 6000

AUSTRALIA

Mr Dominic D Smith

Director
Aurizon Operations Limited
ABN 47 564 947 264

Registered office

Level 17

175 Eagle Street

Brisbane QLD 4001

AUSTRALIA

ENDS

For further information regarding the Offer, please contact the Bidder's advisers:

Financial adviser (Baosteel):

Damian Pearson

Deutsche Bank

Tel: [phone]

Financial adviser (Aurizon):

Paul Glasson Satori Investments Tel: [phone]

Media Enquiries:

Greg Baxter

Newgate Communications

Tel: [phone]

Mark Hairsine

Aurizon

Tel: [phone]

Aquila Shareholder Enquiries:

Offer Information Line:

Within Australia (toll-free): 1300 309 589

Outside Australia: [phone]

Offer Website: www.aquilaoffer.com.au

draft

@ BAOSTEEL AURIZONe

17 July 2014

l- 000001 000 AQATKO

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE

- SAMPLEVILLE VIC 3030

Dear Sir/Madam

COMPULSORY ACQUISITION OF YOUR AQUILA SHARES BY BAOSTEEL AND AURIZON

We refer to the joint takeover offer by Baosteel Resources Australia Pty Ltd (ABN 66 154 815 362) and Aurizon Operations Limited (ABN 47 564 947 264) (together, the Bidders) to acquire 100% ofthe ordinary shares in Aquila Resources Limited (ABN 81 092 002 769) (Aquila) that they do not already own for A$3.40 per share (the Offer), as set out in their bidders' statement (as supplemented) dated

14 May 2014.

As the Bidders have a relevant interest in more than 90% of the ordinary shares in Aquila 1 , they are entitled under the Corporations Acl 2001 (Cth) (Corporations Act) to compulsorily acquire ali of the Aquila shares they do not already have a relevant interest in (including Aquila shares issued on the exercise of Aquila options within six weeks after the notice of compulsory acquisition is given). The Bidders have decided to exercise that right of compulsory acquisition.

This letter is being sent to you because you are currently registered as the holder of Aquila shares or

Aquila options. lf you hold:

Aquila shares but do not accept them into the Offer, the Bidders will compulsorily acquire ali the

Aquila shares that you hold;

Aquila options and exercise them, the Bidders will compulsorily acquire any Aquila shares issued to you on or before Sunday, 31 August 2014 as a result of exercising those options (ifthose shares are not accepted into the Offer). lf you hold Aquila options but do not exercise them by that time, you can ignore this letter.

lf you hold Aquila shares and ACCEPT the Offer before it closes, payment of your consideration (A$3.40 per Aquila share) will be made within five business days of your valid acceptance being processed.

lf you do not accept the Offer before it closes and your shares are compulsorily acquired, you will receive your consideration later than if you accept the Offer. Your consideration will not

be paid for at least one month (subject to extension under the Corporations Act).

1 and have acquired at least 75% of the shares they offered to acquire.

Samples/OO1/1

17 July 2014 2

Please find enclosed an ASIC Form 6021: Notice of compulsory acquisition following takeover bid (Notice), which the Bidders are required to give to you under the Corporations Act to exercise their right of compulsory acquisition. Please read this notice carefully.

lf you do not accept the Offer before it closes, subject to completion of the compulsory acquisition process, your Aquila shares will be compulsorily acquired by the Bidders as described above. The Bidders will pay A$3.40 for each Aquila share that they compulsorily acquire, which is the same price per share that was offered to ali Aquila shareholders under the Offer. However, you will receive your consideration later than if you accept the Offer.

You do not need to signor return the Notice. In due course, Aquila will send to holders of Aquila shares who do not accept the Offer a written notice seeking instructions on how to deal with the cash payable to the holder.

Aquila will also be required to hold the cash paid to it in trust for holders of Aquila shares which are being compulsorily acquired.

Not ali transfers resulting from acceptances of the Offer have yet been registered. lf you have already accepted the Offer, you can ignore this letter- payment of your consideration will be made within five business days of your valid acceptance being processed.

lfyou have any questions in relation to this letter orthe enclosed Notice, orthe compulsory acquisition procedure generally, you may cali the Aquila shareholder information line on 1300 309 589 if you are dialling from within Australia or [phone] if you are dialling from outside Australia.

Yours sincerely,

MsYimingWu

Director

Baosteel Resources Australia Pty Ltd

Mr Dominic Smith

Director

Aurizon Operations Limited

Australian Securities &

lnvestments Commission

Form 6021

Corporations Act 2001

661B(1)(a)

Notice of compulsory acquisition following takeover

bid

Notice To each holder of:

Description of class of securities lo which the bid relates

Name of target company or body

Tick applicable box(es)

Name of bidders

Tick one box

IFully paid ordinary shares

('Bid Class Securities')

in

Name ('the Company')

!Aquila Resources Limited

ACN/ARBN/ARSN

lo92 oo2 769

and each holder of securities that will or may be converted into,or confer rights lo be issued, in lhe next6 weeks, securilies lo which the bid relaled.

D and each holder of non-transferable securilies issued under an employee incentive scheme referred lo in

paragraph 2.

1 . Under a takeover bid offers were made by

Baosleel Resources Australia Pty Limited ABN 66 154 815 362

Aurizon Operations Limited ABN 47 564 947 264

in respeclof the acquisition of Bid Class Securities in the company. The offers

D closed

are scheduled to close

Date offers closed or are scheduled to close on

Date

0[}][I] [ ]OJ OJ

[D DJ [M M) [Y Y]

Tick applicable box(es).

(see subsection 661A(4) and (4A))

Description of securities

Description of securities

Tick one box

2. You are, as althe date of this notice, the holder of one or more of the following

securities in respect of which the takeover offer was made,buhi ave noiaccepted the offer. (lf you have acceptedlhe offer buihave received this notice you do noineed lo do anything in responselo this notice­ the bidder will acquire your securities under the offer.)

D securities lo which the bid related issued alter the end of the offer period and before the date of this no!ice securities that will or may be converted into,or confar rights lo be issued,in the next6 weeks,securities lo whci h the bid related

securities issued under an employee incentiva scheme lo which restrictions on transfer apply under the company's constitution or the terms of issue, being

D the following securities in the bid class in which the bidder has a relevant interest

3. The bidder gives you notice under subsection 6618(1) of the Corporailons Acl2001 ('the Ac'l) thatthe bidder has become entilled pursuantlo subsection

661A(1)

D 661A(3)

of the Aclo compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021

Continued... Notice

21 June 2013

Page 1 of 2

Date of lodgement

Tick one box

4. Under section 6610 of the Act,you have the right, by notice in writing given to the bidder within one month alter this notice is lodged with ASCl , to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given lhis nolice to.

This nolice was lodged with ASlC on

Date

Q] [][I] [2]OJ 0

[D D] (M M] [Y Y]

5. Under section 661E of lhe Acl,you have lhe right, wihl in one month alter being given lhis nolice (see paragraph 8) or wilhin 14 days alter being given a slalemenlrequesled under seclion 661D of lhe Acl(as referred to in paragraph 4 of this notice),whichever is later, to apply to the Court for an order lhalthe securilies not be compulsorily acquired.

6. The bidder is entitled and bound lo acquire lhe securities on lhe lerms lhat applied under lhe lakeover bid immedialely before

this notice was given.

D the end of the offer period.

7. Unless lhe Court otherwise orders,on application made by you under section 661E of lhe Aclwithin one month alter being given lhis notice (see paragraph 8) or wilhin 14 days alter being given a statement under section 661D (as referred lo in paragraph 4 of lhis nolice), whichever is the later,the bidder must comply with paragraph 6 of this notice.

8. A notice sent by post to you is taken to be given to you 3 days alter it is posted.

Signature Name of person signing

IMr Chao Ji and Mr Dominic Smith

Capacity

IDirectors of Baosteel Resources Australia Pty Limited and Aurizon Operations Limited respectively

Signalure

[D D] [M M] [Y Y]

ASlC Form 6021 21 June 2013 Page 2 of 2