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For Personal Use Only Use Personal For 13 July 2012 Norton Rose Australia ABN 32 720 868 049 By e-Lodgement Level 15, RACV Tower 485 Bourke Street Company Announcements MELBOURNE VIC 3000 Australian Securities Exchange Limited AUSTRALIA Level 2 120 King Street Tel +61 3 8686 6000 MELBOURNE VIC 3000 Fax +61 3 8686 6505 GPO Box 4592, Melbourne VIC 3001 DX 445 Melbourne nortonrose.com Direct line +61 3 8686 6710 Our reference Email 2781952 [email protected] Dear Sir/Madam Form 604 – Notice of change of interests of substantial shareholder We act for Linyi Mining Group Co., Ltd. (Linyi), a wholly owned subsidiary of Shandong Energy Group Co., Ltd. (Shandong Energy), in relation to its off-market takeover bid for all of the ordinary shares in Rocklands Richfield Limited ABN 82 057 121 749 (RCI) (Offer) on the terms and conditions set out in Linyi’s bidder’s statement dated 7 June 2012. On behalf of Linyi, Shandong Energy and their related bodies corporate, we enclose a notice of change of interests of substantial shareholder (Form 604) in respect of RCI. A copy of the enclosed Form 604 is being provided to RCI today. Yours faithfully James Stewart Partner Norton Rose Australia Encl. For personal use only APAC-#15206384-v1 Norton Rose Australia is a law firm as defined in the Legal Profession Acts of the Australian states and territory in which it practises. Norton Rose Australia together with Norton Rose LLP, Norton Rose Canada LLP, Norton Rose South Africa (incorporated as Deneys Reitz Inc) and their respective affiliates constitute Norton Rose Group, an international legal practice with offices worldwide, details of which, with certain regulatory information, are at nortonrose.com 604 page 2/2 15 July 2001 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme Rocklands Richfield Limited (RCI) ACN/ARSN ACN 057 121 749 1. Details of substantial holder (1) Linyi Mining Group Co., Ltd. (Linyi), Shandong Energy Group Co., Ltd. (Shandong Energy), and their related bodies Name corporate listed in Annexure A (Shandong Energy Group Companies) ACN/ARSN (if applicable) N/A There was a change in the interests of the substantial holder on 12 July 2012 The previous notice was given to the company on 2 July 2012 The previous notice was dated 2 July 2012 2. Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Previous notice Present notice Class of securities (4) Person’s votes Voting power (5) Person’s votes Voting power (5) 50.10% (based on 51.10% (based on Fully paid ordinary shares 194,508,233 368,203,917 ordinary RCI 198,384,354 388,203,917 shares on issue) ordinary RCI shares on issue) 3. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Person whose Class and Consideration Date of relevant Nature of number of Person’s votes given in relation change interest change (6) securities affected to change (7) changed affected Acquisition of a relevant interest under s608(1) of the Corporations Act 2001 (Cth) pursuant to acceptances of $0.52 per ordinary RCI Linyi and Shandong offers dated 12 June 2012 share, subject to the terms 3,876,121 fully paid 12 July 2012 Energy made under Linyi’s off-market of the Offer ($2,015,582.92 3,876,121 ordinary shares takeover bid for the ordinary consideration for 3,876,121 shares in RCI on the terms shares). set out in Linyi’s Bidder’s Statement dated 7 July 2012 (Offer). For personal use only 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Holder of Registered Person entitled Nature of Class and relevant holder of to be registered relevant number of Person’s votes interest securities as holder (8) interest (6) securities Relevant interest under section 608(1) or 608(8) Linyi pursuant to acceptances of Persons to whom the Persons to whom the the Offer. The RCI shares Offer was made and Offer was made and which are the subject of the 124,743,571 fully 124,743,571 who have accepted who have accepted acceptances paid ordinary shares the Offer the Offer Taken under section 608(3) Shandong of the Corporations Act to Energy have a relevant interest by reason of controlling Linyi. Taken under section 608(1) of the Corporations Act to have a relevant interest by Linyi reason of the agreement dated 19 May 2012 to purchase the ordinary Wu Pun Yan Wu Pun Yan shares. 73,640,783 fully paid 73,640,783 ordinary shares Taken under section 608(3) Shandong of the Corporations Act to Energy have a relevant interest by reason of controlling Linyi. 5. Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: N/A Nature of association N/A N/A 6. Addresses The addresses of persons named in this form are as follows: Address No. 69 Shangye Street, Luozhuang District, Linyi Linyi Shandong 276017 China No. 10777 Jingshi Road, Jinan City Shandong Energy Shandong Province, China 250014 C/o Duncan McPhail & Co Pty Ltd RCI 15 Lyall Street, South Perth WA 6151 Shandong Energy Group Companies See Annexure A Signature print name capacity Authorised person James Stewart sign here date 13 July 2012 For personal use only DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph6 of the form. (2) See the definition of "associate" in section 9 of the Corporations Act 2001. (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”. (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. For personal use only 604 GUIDE page 1/1 13 March 2000 Annexure A – Related bodies Corporate Rocklands Richfield Limited ACN 057 121 749 This is Annexure A of 5 pages referred to in form 604 Notice of initial substantial holder Signature print name James Stewart capacity Authorised signatory sign here date 13 July 2012 Entity Address Linyi Mining Group Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017 Shandong Energy Group Co., Ltd. No. 10777 Jingshi Road, Jinan City, Shandong Province, China 250014 Xinwen Mining Group Co., Ltd. Xintai City, Shandong Province, China 271233 Guotai Leasing Co. Xintai City, Shandong Province, China 271233 Shandong Taiwan Mining Co. Xintai City, Shandong Province, China 271233 Xunwei Huhao Heigou Coal Industry Co. Xintai City, Shandong Province, China 271233 Shandong Taijie Clean Coal Co. Xintai City, Shandong Province, China 271233 Shandong Mining Technology Management and Service Co. Xintai City, Shandong Province, China 271233 Ningxia Taishan Yangguang Energy Development Co. Xintai City, Shandong Province, China 271233 Tai’an Luyuan Salt Rock Co.
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