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3.6 Financial Position

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3.6 Financial Position 2 July 2014 The Manager, Company Announcements ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000 Scheme of Arrangement – Independent Expert’s Report Horizon Oil Limited (Horizon Oil) announced on 29 April 2014 a proposed merger with Roc Oil Company Limited (Roc Oil) by way of a scheme of arrangement (Scheme). In connection with the preparation of the Scheme Booklet to be despatched to Horizon Oil shareholders, Horizon Oil commissioned Deloitte Corporate Finance Pty Ltd to prepare an Independent Expert’s Report. Horizon’s Independent Expert has concluded that the Scheme is in the best interests of Horizon Oil shareholders. A copy of the Independent Expert’s Report is attached to this announcement and will accompany the Scheme Booklet when distributed to Horizon Oil shareholders. Further to the Company’s update of 25 June 2014, the First Court Hearing is scheduled for 3 July 2014 for approval of the convening of the Scheme Meeting and, subject to the approval of the Court, the Scheme Booklet is scheduled to be despatched on or about 7 July 2014. Yours faithfully Michael Sheridan Media: Chief Financial Officer and Company Secretary Ian Pemberton P&L corporate communications Telephone: (+612) 9332 5000 (+612) 402 256 576 Facsimile: (+612) 9332 5050 Email: [email protected] Or visit: www.horizonoil.com.au For personal use only Horizon Oil Limited Independent expert’s report and Financial Services Guide 1 July 2014 For personal use only All employees receive a salary and while eligible for Financial Services Guide annual salary increases and bonuses based on overall performance they do not receive any commissions or other benefits as a result of the services provided to What is a Financial Services Guide? you. The remuneration paid to our directors reflects This Financial Services Guide (FSG) provides their individual contribution to the organisation and important information to assist you in deciding covers all aspects of performance. whether to use our services. This FSG includes details We do not pay commissions or provide other benefits of how we are remunerated and deal with complaints. to anyone who refers prospective clients to us. Where you have engaged us, we act on your behalf when providing financial services. Where you have Associations and relationships not engaged us, we act on behalf of our client when We are ultimately controlled by the Deloitte member providing these financial services, and are required to firm in Australia (Deloitte Touche Tohmatsu). Please give you an FSG because you have received a report see www.deloitte.com/au/about for a detailed or other financial services from us. description of the legal structure of Deloitte Touche Tohmatsu. What financial services are we licensed to provide? What should you do if you have a We are authorised to provide financial product advice complaint? and to arrange for another person to deal in financial If you have any concerns regarding our report or products in relation to securities, interests in managed service, please contact us. Our complaint handling investment schemes, government debentures, stocks process is designed to respond to your concerns or bonds and related regulated emissions units (i.e., promptly and equitably. All complaints must be in carbon) to retail and wholesale clients. We are also writing to the address below. authorised to provide general financial product advice relating to derivatives to retail clients and personal If you are not satisfied with how we respond to your financial product advice relating to derivatives to complaint, you may contact the Financial wholesale clients. Ombudsman Service (FOS). FOS provides free advice and assistance to consumers to help them resolve Our general financial product advice complaints relating to the financial services industry. FOS’ contact details are also set out below. Where we have issued a report, our report contains only general advice. This advice does not take into The Complaints Officer Financial Ombudsman account your personal objectives, financial situation Services or needs. You should consider whether our advice is PO Box N250 GPO Box 3 appropriate for you, having regard to your own Grosvenor Place Melbourne VIC 3001 Sydney NSW 1220 [email protected] personal objectives, financial situation or needs. [email protected] www.fos.org.au If our advice is provided to you in connection with the Fax: +61 2 9255 8434 Tel: 1300 780 808 acquisition of a financial product you should read the Fax: +61 3 9613 6399 relevant offer document carefully before making any decision about whether to acquire that product. What compensation arrangements do we have? How are we and all employees Deloitte Australia holds professional indemnity remunerated? insurance that covers the financial services provided We will receive a fee of approximately by us. This insurance satisfies the compensation AUD 160,000 exclusive of GST in relation to the requirements of the Corporations Act 2001 (Cth). preparation of this report. This fee is not contingent upon the success or otherwise of the proposed transaction between Horizon Oil Limited and ROC Oil Company Limited (the Proposed Scheme). For personal use only Other than our fees, we, our directors and officers, any related bodies corporate, affiliates or associates and their directors and officers, do not receive any commissions or other benefits. 1 July 2014 Deloitte Corporate Finance Pty Limited, ABN 19 003 833 127, AFSL 241457 of 550 Bourke Street, Melbourne VIC 3000 Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/au/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. Member of Deloitte Touche Tohmatsu Limited Deloitte Corporate Finance Pty Limited A.B.N. 19 003 833 127 AFSL 241457 550 Bourke Street Melbourne VIC 3000 GPO Box 78 Melbourne VIC 3001 Australia DX 1111 The Directors Tel: +61 (0) 3 9671 7000 Horizon Oil Limited Fax: +61 (0) 3 9671 7001 Level 7, 134 William Street www.deloitte.com.au Woolloomooloo NSW 2011 1 July 2014 Dear Directors Independent expert’s report Introduction On 29 April 2014, Horizon Oil Limited (Horizon or the Company), together with ROC Oil Company Limited (ROC), announced a proposal under which the two companies would merge by way of ROC acquiring all of the issued shares in Horizon via a scheme of arrangement (the Proposed Scheme). Horizon entered into a Merger Implementation Deed with ROC, agreeing to propose the scheme to Horizon shareholders (Horizon Shareholders). If the Proposed Scheme is approved, Horizon Shareholders (other than ineligible foreign shareholders) will receive consideration of 0.724 ROC shares for every share held in Horizon at the “Record Date” (currently scheduled for 8 August 2014), such that they will collectively own approximately 58% of the combined entity (the Proposed Merged Entity). The Proposed Scheme is expected to be implemented in August 2014. Upon completion of the Proposed Scheme, Horizon would become a wholly owned subsidiary of ROC and would subsequently be delisted from the Australian Securities Exchange (ASX). The Board of the Proposed Merged Entity will comprise: three current non-executive directors from ROC, including Mr Mike Harding (the current Chairman of ROC) as the Chairman of the Proposed Merged Entity four current non-executive directors from Horizon, and Mr Brent Emmett (the current Chief Executive Officer (CEO) of Horizon) as the CEO and Managing Director of the Proposed Merged Entity. The Board of Horizon has prepared a scheme booklet containing the detailed terms of the Proposed Scheme (the Scheme Booklet) and an overview of the Proposed Scheme is provided in Section 1 of our detailed report. Purpose of the report Section 411 of the Corporations Act 2001 (Corporations Act) regulates schemes of arrangement between companies and their shareholders. Section 411 (3) prescribes the information to be provided to shareholders in relation to schemes of arrangement. Whilst an independent expert’s report in respect of the Proposed Scheme is not required to be prepared to meet any statutory obligations, the directors of Horizon (the Directors) have requested that Deloitte Corporate Finance Pty Limited (Deloitte Corporate Finance) provide an independent expert’s report advising whether, in our For personal use only opinion, the Proposed Scheme is in the best interests of Horizon Shareholders. This independent expert’s report has been prepared in a manner consistent with Part 3 of Schedule 8 of the Corporations Regulations 2001 (Cwlth) to assist Horizon Shareholders in their consideration of the Proposed Scheme. We have prepared this report having regard to Part 3 and Australian Securities and Investments Commission (ASIC) Regulatory Guide 111 and ASIC Regulatory Guide 112. Page 3 Deloitte: Horizon Oil Limited This report is to be included in the Scheme Booklet to be sent to Horizon Shareholders and has been prepared for the exclusive purpose of assisting Horizon Shareholders in their consideration of the Proposed Scheme. Neither Deloitte Corporate Finance, Deloitte Touche Tohmatsu, nor any member or employee thereof, undertakes responsibility to any person, other than the Horizon Shareholders and Horizon, in respect of this report, including any errors or omissions however caused. Basis of evaluation Schemes of arrangement
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