Aurizon : Joint off-market bid for Aquila– Notice of Change of Interests under IAF

19 June 2014
Company Announcements Officer
ASX Limited
Level 8, Exchange Plaza
2 The Esplanade
PERTH WA 6000
Dear Sir / Madam

LEVEL 4 ALLENDALE SQUARE 77 ST GEORGES TERRACE PERTH WA 6000

PO BOX 2550 ST GEORGES TERRACE WA 6831 AUSTRALIA

www.minterellison.com

T [phone] F [phone]

JOINT BID WITH BAOSTEEL FOR AQUILA RESOURCES LIMITED - NOTICE OF CHANGE OF INTERESTS UNDER INSTITUTIONAL ACCEPTANCE FACILITY
We act for Baosteel Resources Australia Pty Ltd ACN 154 815 362 (Baosteel).
We refer to the joint off-market takeover bid by Baosteel and Aurizon Operations Limited (Aurizon) (together, the Bidders) to acquire 100% of the ordinary shares in Aquila Resources Limited (Aquila) that they do not already own (the Offer), and the institutional acceptance facility established by the Bidders on the terms set out in the First Supplementary Bidders' Statement dated 5 June 2014 (the Institutional Acceptance Facility).
Since Baosteel's Form 604: Notice of change of interests of a substantial holder given to Aquila dated 15 May 2014, the aggregate of:
(a) the number of Aquila shares in respect of which the Bidders have received acceptance instructions under the Institutional Acceptance Facility as at 7.30pm (Sydney time) yesterday (in the form of acceptance forms and/or directions to custodians to accept the Offer); and
(b) the number of Aquila shares in which Baosteel has a relevant interest, has changed from 19.79% to 21.89% of ordinary Aquila shares on issue.

MINTER ELLISON GROUP AND ASSOCIATED OFFICES

ADELAIDE AUCKLAND BEIJING BRISBANE CANBERRA DARWIN GOLD COAST HONG KONG LONDON MELBOURNE PERTH SHANGHAI SYDNEY ULAANBAATAR WELLINGTON

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The following table is a breakdown of the aggregate amount between those two categories:

	Previous Update	Current Update
	Number of Aquila shares	Percentage of Aquila shares

In accordance with the terms of the Institutional Acceptance Facility the Facility Operator (under the Institutional Acceptance Facility), holds the acceptance instructions as acceptance facility collection agent, and must deliver:
(a) the Acceptance Forms held in accordance with the instructions on them; and
(b) the Custodian Directions to the relevant custodians (directing them to accept the Offer), immediately after the Bidders give the Facility Operator written notice that they declare the
Offer free from all defeating conditions that have not been fulfilled or waived, or will declare the Offer free from all defeating conditions that have not been fulfilled or waived no later than the time that all acceptance instructions lodged with the Facility Operator are processed.
Acceptance instructions may be withdrawn any time before the Facility Operator receives such notice. They do not, at this stage, constitute formal acceptances of the Offer and accordingly the Aquila shares in which Baosteel has a relevant interest (as set out in the table above) do not include the Aquila shares which are the subject of the Institutional Acceptance Facility.
Yours faithfully
MINTER ELLISON

Adam Handley
Partner

Contact: Adam Handley or Bryn Davis

Email: adam.handley@minterellison .com or [e-mail]

Partner responsible: Adam Handley Direct phone: [phone]

Our reference: 45-7350010

ME_114057823_1 (W2003x)