Allan Gray fails to block Roc merger with Horizon

Fund manager Allan Gray, the largest shareholder in Sydney-based Roc Oil Ltd., has failed in its challenge to the company’s proposed $800 million (Aus.) merger with Horizon Oil Ltd., also of Sydney.

Allan Gray, which owns 19.9% of Roc, called an extraordinary meeting on July 11 to protest a loophole in the Australian Stock Exchange listing rules that allowed one company to buy another with its shares without obtaining approval from its own shareholders.

Allan Gray wanted to change Roc’s constitution to allow the company’s investors a vote on the Horizon transaction. The resolution to the meeting required the support of 75% of Roc’s register, but only 46% of proxy votes cast backed the proposed change while 53% of votes against any constitutional change.

Earlier this year Horizon and Roc announced they had inked a deal to merge via a Horizon scheme of arrangement (OGJ Online, Apr. 29, 2014). Following completion of the merger, Roc shareholders will own about 42% of the merged entity while Horizon shareholders will have 58%.

When implemented, the merger will create a company with a market capitalisation of about $800 million (Aus.), net 2P reserves of 36.9 million boe (95% liquids) and net 2C contingent resources of 120.7 million boe.

The combined portfolios include assets across China, Papua New Guinea, Malaysia, Myanmar, Australia, and New Zealand along with a strong cash flow and numerous growth options through appraisal and exploration prospects.

A scheme meeting at which Horizon shareholders will be asked to vote on the scheme of arrangement is to be held in Sydney on Aug. 7.

In the meantime, Roc has received two other separate bids for acquisition of the company from unnamed suitors.

The first was received in June, the latest this week. Roc describes both of the bids as confidential, unsolicited, indicative, and incomplete.

Roc Chief Executive Officer Alan Linn said his company intends to stick to its mid-August timetable for completion of the Horizon deal.

“If the [two new] approaches are genuine and they want to mature, then they need to work within that existing schedule,” Linn said.

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