Anzon Energy Limited, in the matter of Anzon Energy Limited (No 2) [2008] FCA 1579 (21 October 2008)

Last Updated: 22 October 2008

FEDERAL COURT OF AUSTRALIA

Anzon Energy Limited, in the matter of Anzon Energy Limited (No 2)

[2008] FCA 1579

ANZON ENERGY LIMITED (ABN 43 097 972 364),
IN THE MATTER OF ANZON ENERGY LIMITED (ABN 43 097 972 364)

NSD 1170 OF 2008
LINDGREN J
21 OCTOBER 2008
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 1170 OF 2008

IN THE MATTER OF ANZON ENERGY LIMITED (ABN 43 097 972 364)

ANZON ENERGY LIMITED (ABN 43 097 972 364) Plaintiff

JUDGE:	LINDGREN J
DATE OF ORDER:	25 AUGUST 2008
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1. Anzon Energy Limited ABN 43 097 972 364 (AEL) is justified in publishing to its members the documents substantially in the form of "Annexure A" to these Orders (Information) in the following manner:

(a) dispatching the Information to members of AEL by prepaid post (or in the case of overseas members, by airmail) on or before 26 August 2008;

(b) releasing the Information on AIM on or before 25 August 2008; and

(c) releasing the Information on the AEL website, www.anzonenergy.com on or before 25 August 2008.

2 These Orders be entered forthwith.

Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

Annexure A

25 August 2008

Dear AEL Shareholder

On 16 June 2008, Anzon Energy Limited (AEL) announced that it had entered into an agreement to merge with Roc Oil Company Limited (ROC) (Merger) by way of a scheme of arrangement (Scheme). Since that time, world equity markets and the macro environment for global oil and gas companies have been highly volatile, with the WTI oil price falling 15% during this period.

Your AEL directors have continued to monitor their recommendation in respect of the Merger and remain of the view that the Scheme is in the best interests of all AEL shareholders. AEL directors continue to recommend that all shareholders vote in favour of the Scheme, in the absence of a Superior Proposal.

Deloitte Corporate Finance Pty Limited, the Independent Expert has also reconfirmed that, in its view, the Scheme remains fair and reasonable and therefore in the best interests of AEL shareholders (refer to attached letter).

At the time of the announcement of the Merger, the implied merger ratio for AEL shareholders was approximately 1.33 ROC shares for every AEL share held (Scheme Consideration). At that time, the value of the Scheme Consideration, based on a ROC share price of A$2.02, was estimated to be A$2.69 ([sterling]1.30) per AEL share.

Since the announcement of the Merger, the ROC share price has continued to decline. This decline is consistent with the performance of other intermediate/junior oil and gas companies listed on the ASX, including Anzon Australia Limited (AZA). Over this period, the ROC share price has declined 45%. This compares to an average decline of other intermediate / junior oil and gas companies^[1] of 24%.

As at 22 August 2008, the ROC share price had fallen to A$1.11. Based on the implied merger ratio of 1.33 ROC shares for every AEL share, the current value of the Scheme Consideration is approximately A$1.48 ([sterling]0.69)^[2].

The AEL directors remain fully supportive of the Merger. The reasons for this include:

No change in underlying assets – In recommending the ROC offer, the AEL directors were comfortable that the post Merger ownership structure implied by the merger ratio was consistent with the relative contributions of ROC and AEL to the assets of the merged entity. Since the announcement of the Merger, there has been no material change to the underlying assets, liabilities or operations of either company. As such, the relative contributions of each company to the combined assets of the merged entity have not changed and the resultant post Merger ownership structure continues to represent an outcome that AEL directors believe is in the best interests of all AEL shareholders.

 Diversification – The Merger will provide AEL shareholders with exposure to a diversified portfolio of assets while maintaining indirect exposure to the upside from the continued development of the BMG oil and gas fields in Bass Strait.

 Removal of trading discount – Prior to the announcement of the Merger, AEL consistently traded at a discount to the "see through" value of its investment in AZA. This discount can be attributed to a number of factors including single asset risk and stock market illiquidity. The Merger is expected to rectify this issue.

 Improved market liquidity and potential re-rating – An investment in ROC shares will provide AEL shareholders with significantly enhanced market liquidity, which together with the increased market capitalisation and asset diversification of the merged group, may provide the opportunity for AEL shareholders to participate in a potential re-rating of the merged group.

 AEL share price – The current value of the offer is below the current AEL share price of [sterling]0.80^[3] (A$1.72^[4]). The AEL directors are of the view that, due to its illiquidity, the AEL share price does not reflect a share price that could be realised by a majority of AEL shareholders should they wish to realise their investment in the normal course of trading. AEL’s average daily trading volume on AIM since the announcement of the merger has only been 9,263 shares, which represents only 0.01% of the AEL shares on issue.

 Relative price decline – As AEL’s only material asset is its investment in AZA, the merger ratio was determined by reference to the value of AZA shares. Since the announcement of the Merger, not only has the ROC share price declined but the AZA share price has also fallen from A$1.305 to A$0.82^[5], suggesting that the market’s view as to the relative values of ROC and AZA has not changed materially.

AEL directors note the publication of the 2008 half year report and results by ROC on 25 August 2008. Key elements of this report included:

 Record sales revenue of US$179.8 million;

 Strong net cashflow from operations of US$86.1 million;

 Record half yearly trading profit of US$101.1 million;

 Net loss after income tax of US$120.7 million after exploration expensed of US$65.3 million and a net derivative loss of US$126.5 million (before tax);

 Normalised net loss after tax of US$13.3 million after excluding significant items including the unrealised derivative loss noted above of $119.8 million (after tax); and

 Net debt as at 30 June 2008 of US$109 million.

In respect of the above results, the AEL directors note:

 The exploration write off is consistent with ROC’s Successful Efforts accounting policy. Costs associated with the Frankland-2 and the Dunsborough-2 appraisal wells in offshore Perth Basin have been expensed as neither discovery is considered to be commercial on a stand-alone basis at this time.

 At 30 June 2008, ROC held Brent oil price derivative contracts for 2.6 million barrels at an average price of US$70.10/bbl. As a result of a strengthening Brent crude oil price, as at 30 June 2008, the mark to market position of ROC’s oil price hedge book was a US$176.4 million liability. The movement in the mark-to-market value of ROC’s derivative contracts from 31 December 2007 has resulted in a derivative loss of US$142.4 million for the period, of which US$119.8 million is unrealised.

Subsequent to 30 June 2008, the Brent oil price has fallen on average across the forward curve by approximately US$22/ bbl, from US$141/ bbl to US$119/ bbl (at 22 August 2008). Had this lower price been applied to ROC’s derivative position at 30 June 2008, the mark-to-market of ROC’s remaining oil price hedge book would have been US$123.7 million liability, an improvement of US$52.7 million after tax. This lower liability would have resulted in a derivative loss of US$89.7 instead of US$142.4 million.

As set out in Section 5.3 of the Scheme Booklet, the AEL Board will request that the Independent Expert review both the half year results of AEL and ROC to confirm that these financial results do not change the opinion of the Independent Expert that the Scheme is fair and reasonable and therefore in the best interests of AEL shareholders. AEL proposes to announce the outcome of this review to AIM in advance of the Scheme Meeting.

AEL Shareholders are encouraged to vote on the proposed Merger with ROC at the Scheme meeting, which is scheduled to be held at 10.00am (AEST) on 3 September 2008, at Corrs Chambers Westgarth, Level 32, Governor Phillip Tower, 1 Farrer Place, Sydney NSW, 2000. AEL shareholders should refer to the Scheme Booklet that was previously sent to you for details on how to vote. Please note that all proxies must be received by no later than 10:00am (AEST) on 2 September 2008.

If you have any questions, please call the information line between 9:00am and 5.00pm (AEST) Monday to Friday on 1300 309 234 (within Australia), or 0800 450 974 (within New Zealand), or [phone] outside Australia and New Zealand.

My fellow AEL directors and I look forward to the consummation of the merger of AEL and ROC and encourage you to join us to vote in favour of the Scheme.

1. Yours sincerely

Michael N Arnett

Chairman

Anzon Energy Limited

The Directors Anzon Energy Limited Level 13 90 Arthur Street North Sydney NSW 2060

Deloitte Corporate Finance Pty Ltd
ACN 003 833 127
AFSL 241457

180 Lonsdale Street
Melbourne VIC 3000
GPO Box 78
Melbourne VIC 3001 Australia

DX 111
Tel: [phone]
Fax: [phone]
www.deloitte.com.au

25 August 2008

Dear Directors

Anzon Energy Limited

Independent expert’s report

We refer to our independent expert’s report (our Report), dated 31 July 2008, prepared for the Directors of Anzon Energy Limited (Anzon Energy) in respect of the proposal whereby ROC Oil Limited (ROC) would acquire all of the issued capital of Anzon Energy through a scheme of arrangement (the Proposed Scheme).

If the Proposed Scheme is approved, holders of Anzon Energy shares (Shareholders) will receive 1.33 ROC shares for every Anzon Energy share held.

In our Report we concluded that the Proposed Scheme was fair and reasonable and therefore in the best interests of Shareholders.

Since the issue of the scheme booklet containing our Report:

• the West Texas Intermediate (WTI) crude oil price, a key oil price marker, has declined by 16%, from USD 135/bbl to USD 114/bbl on 22 August 2008

• the AUD:USD exchange rate has declined from 0.95 to 0.87 on 22 August 2008, which affects the AUD equivalent of cashflows received by Anzon Australia Limited (AZA) in respect of the Basker-Manta-Gummy project (BMG Project)

• the share price of the majority of the small and mid cap oil and gas companies has declined by approximately 0% to 25%, with an average of 10%. Since the Proposed Scheme was announced on 16 June 2008, the share price of the majority of the small and mid cap oil and gas companies has declined by approximately 0% to 35%, with an average of 25%

• the price of a ROC share has declined significantly and the closing price as at 22 August 2008 was AUD 1.11. The volume weighted average price (VWAP) of ROC shares for 2 and 4 weeks to 22 August 2008 was AUD 1.14 and AUD 1.25. Refer to the Appendix containing updated Tables from our Report

• the drilling results of the Basker-6 and Basker 6-ST1 development wells earlier this year led to some uncertainty around the potential oil reserves for the BMG Project. To reflect the potential impact of this result in our Report, we considered the potential valuation outcome assuming reserves and annual production rates were 5% and 10% lower than previously projected. On 19 August 2008 AZA announced a decrease of Proved and Probable reserves for the BMG Project of approximately 20%. This has a significant impact on the value of AZA and in turn Anzon Energy.

In order to assess the impact of the above factors, we have:

• updated our discounted cash flow model for the BMG Project (the Model) to take account of the significant decline in Proved and Probable reserves for the BMG Project

• considered the decline in the WTI and the share prices of small and mid cap oil and gas companies, and various updated oil price assumptions to apply in the Model

• considered an appropriate premium to be added to the outcomes from the Model, to reflect a number of other factors which may contribute to the future cash flows of the BMG project which are not included in the Model, as we did in our Report. In considering this premium we took account of the significantly greater Possible reserves disclosed by AZA in its update of hydrocarbon reserves (notwithstanding the decline in Proved and Probable reserves)

• considered recent trading in Nexus shares and the current value of AZA’s stake in Nexus

• considered recent share trading in AZA and Beach Petroleum Limited

• analysed recent trading in ROC shares and considered the current value of the consideration being offered to Shareholders.

Our work did not include a review of ROC’s 2008 half yearly results which were released on 25 August 2008.

The above analysis has enabled us to consider whether the relative values of Anzon Energy and ROC still support the merger ratio and whether the Proposed Merger is still in the best interests of Shareholders.

Set out in the table below is a comparison of our updated assessment of the fair market value of an Anzon Energy share with the consideration offered by ROC.

Table 1: Evaluation of fairness

	Low value per share	High value per share
Estimated fair market value of consideration offered by ROC (AUD)	1.53	1.73
Estimated fair market value of an Anzon Energy share (AUD)	1.47	1.76
Estimated fair market value of consideration offered by ROC (GBP) 1	0.72	0.81
Estimated fair market value of an Anzon Energy share (GBP)1	0.69	0.83

Source: Deloitte analysis

Notes:

1. Converted based on the spot GBP per AUD exchange rate of GBP 0.47

2. Figures above are subject to rounding

Accordingly, in our opinion the Proposed Scheme remains fair and reasonable and, therefore in the best interests of Shareholders.

An individual Shareholder’s decision in relation to the Proposed Scheme may be influenced by his or her particular circumstances. If in doubt, a Shareholder should consult an independent adviser.

This opinion should be read in conjunction with our Report contained in the Scheme Booklet, which sets out our scope and findings.

Yours faithfully

DELOITTE CORPORATE FINANCE PTY LIMITED

Stephen Reid

Director

Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 1170 OF 2008

IN THE MATTER OF ANZON ENERGY LIMITED (ABN 43 097 972 364)

ANZON ENERGY LIMITED (ABN 43 097 972 364) Plaintiff

JUDGE:	LINDGREN J
DATE OF ORDER:	5 SEPTEMBER 2008
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement between Anzon Energy Limited ABN 43 097 972 364 (AEL) and the holders of ordinary shares in AEL, other than the holders of Excluded Shares in respect of those Excluded Shares, in the form annexed hereto and marked "A" be approved.

2. Pursuant to subsection 411(12) of the Corporations Act, AEL be exempted from compliance with subsection 411(11) of the Corporations Act in relation to Order 1.

3. These Orders be entered forthwith.

In these orders, an Excluded Share is a fully paid ordinary share in AEL held by Roc Oil Company Limited ABN 32 075 965 856 or its Related Bodies Corporate (as defined in section 50 of the Corporations Act).

Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

Annexure A

This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth)

Parties Anzon Energy Limited ABN 43 097 972 362

of Level 13, 90 Arthur Street, North Sydney, New South Wales

(Anzon)

The holders of fully paid ordinary shares in the capital of Anzon (other than holders of Excluded Shares) as at the Transaction Record Date (Scheme Shareholders).

It is agreed

1 Definitions and interpretation

1.1 Definitions

In this Scheme:

AIL means Anzon Investments Limited;

AIM means the Alternative Investment Market operated by the London Stock Exchange;

AIM Rules means the rules and guidance published by the London Stock Exchange governing admission to and operation of AIM as amended from time to time;

Anzon Convertible Notes means convertible notes issued by AIL to RAK Petroleum PCL on the terms contained in the Unsecured Convertible Note Deed Poll, entitling the holder upon conversion to subscribe for or acquire Anzon Ordinary Shares;

Anzon Group means Anzon and its Subsidiaries other than AZA;

Anzon Net Cash means Anzon Group's total cash at bank less any outstanding indebtedness of Anzon Group on the Transaction Record Date, as certified pursuant to clause 5.1(18) of the Merger Implementation Deed and for the purposes of the calculation of Anzon Net Cash, the following shall apply:

(a) Anzon Net Cash shall be reduced by any amount paid or payable by ROC (including on behalf of the Anzon Group) to redeem, cancel or acquire the Anzon Convertible Notes;

(b) the face value of Anzon Convertible Notes that are outstanding at the Transaction Record Date and are subject to an agreement under which the Anzon Convertible Notes are to be redeemed, cancelled converted or acquired by ROC (or a Related Body Corporate of ROC) shall be excluded from the calculation of outstanding indebtedness. For the sake of clarity, Anzon Convertible Notes outstanding at the Transaction Record Date that are not subject to such an agreement shall be included in outstanding indebtedness;

(c) any accrued interest payable in relation to the Anzon Convertible Notes shall be excluded from the calculation of outstanding indebtedness (but to the extent any such accrued interest is not to be paid, or payable, by ROC under (a) above then it shall be included in the calculation of outstanding indebtedness);

(d) trade creditors and debtors shall be included in the calculation of Anzon Net Cash, which for the sake of clarity shall include outstanding corporate advisory costs and legal costs of Anzon in relation to the Merger (if any);

(e) Anzon Net Cash shall be increased by any amount paid in respect of Permitted Transactions;

(f) Anzon Net Cash shall be increased by an amount equal to the Anzon Options Proceeds;

(g) Anzon Net Cash shall be calculated in Australian dollars; and where any of the components required to determine Anzon Net Cash are expressed in a currency other than Australian dollars they shall be converted to Australian dollars at the relevant exchange rate for that currency as quoted at close on Bloomberg on the Transaction Record Date.

Anzon Options means options issued by Anzon entitling the holder to subscribe for or acquire Anzon Ordinary Shares;

Anzon Options Proceeds means the cash proceeds which would have been received if all the Anzon Options outstanding at the Transaction Record Date had been exercised as at that date, which for the sake of clarity shall include all Anzon Options that are to be, or have been, acquired by ROC under an Option Purchase Agreement;

Anzon Ordinary Share means a fully paid ordinary share in the capital of Anzon;

Anzon Ordinary Shareholder means each person who is registered in the register of members of Anzon as a holder of one or more Anzon Ordinary Shares;

ASIC means the Australian Securities and Investments Commission;

ASX means the ASX Limited ABN 98 008 624 691 or, as the context requires, the financial market operated by it;

AZA means Anzon Australia Limited ACN 107 406 771;

AZA Options means options issued by AZA entitling the holder to subscribe for or acquire AZA Ordinary Shares;

AZA Ordinary Share means a fully paid ordinary share in the capital of AZA;

AZA Share Offer means the takeover offer by ROC to acquire all of the AZA Shares as contemplated in clause 2.4 of the Merger Implementation Deed;

Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday in Sydney, Australia;

Conditions Date means 8am on the day of the Second Court Date;

Corporations Act means the Corporations Act 2001 (Cth);

Court means the Federal Court of Australia or any other court of competent jurisdiction under the Corporations Act agreed in writing by ROC and Anzon;

Deed Poll means the deed poll executed by ROC under which it covenants in favour of the Scheme Shareholders to perform its obligations under the Merger Implementation Deed and the Scheme;

Effective Date means the date on which the Scheme becomes Effective, and for this purpose Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) in relation to the Scheme;

End Date means 30 November 2008, or such later date as may be agreed by Anzon and ROC;

Excluded Shares means any Anzon Ordinary Shares held by ROC or its Related Bodies Corporate;

FSA means the United Kingdom Financial Services Authority;

Governmental Agency means any foreign or Australian government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world, and includes FIRB, ASIC, FSA, London Stock Exchange and ASX (and any other securities exchange);

Implementation Date means the fifth Business Day after the Transaction Record Date, or such other date as Anzon and ROC agree;

Ineligible Foreign Shareholder means a Scheme Shareholder who is (or is acting on behalf of) a citizen or resident of a jurisdiction other than residents of Australia and its external territories or New Zealand (Relevant Jurisdictions) or whose address as shown in the Register at the Transaction Record Date is in a jurisdiction other than the Relevant Jurisdictions, except where Anzon and ROC are reasonably satisfied that the issue of New ROC Shares to the Scheme Shareholder is not prohibited, not unduly onerous and not unduly impracticable in that jurisdiction and is lawful for that person to participate in the Scheme by the law of the relevant place outside the Relevant Jurisdictions;

Listing Rules means the official listing rules of the ASX;

London Stock Exchange means London Stock Exchange Plc;

Merger Implementation Deed means the merger implementation deed dated 16 June 2008 between Anzon and ROC relating to the implementation of the Scheme;

New ROC Shares means the ROC Shares to be issued pursuant to the Scheme as Scheme Consideration;

Nominee means a wholly owned subsidiary of ROC nominated by ROC under clause 2.5 of the Merger Implementation Deed;

Option Purchase Agreement means an agreement between ROC and a holder of Anzon Options under which ROC has agreed to purchase all of that holders Anzon Options in exchange for ROC Shares such agreement to be subject to the Scheme becoming effective;

Permitted Transactions means any acquisitions made by Anzon as contemplated by paragraph (h)(iv) of the definition of Anzon Prescribed Occurrence in the Merger Implementation Deed;

Register means the register of members of Anzon;

Registrar means Computershare Investor Services Pty Limited ACN 078 279 277;

Related Body Corporate has the meaning given in Section 50 of the Corporations Act;

ROC means Roc Oil Company Limited ABN 32 075 965 856;

ROC Register means the register of members of ROC;

ROC Shares means fully paid ordinary shares in the capital of ROC;

Sale Facility means the facility made available to Ineligible Foreign Shareholders and under which the New ROC Shares to which Ineligible Foreign Shareholders would otherwise have become entitled under the Scheme are sold, to be implemented by the Sale Facility Agent, the terms of which are to be more fully described and contained in the Scheme Booklet;

Sale Facility Agent means the appropriate licensed agent appointed by ROC to administer the Sale Facility;

Scheme means this scheme of arrangements subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by Anzon and ROC;

Scheme Booklet means the scheme booklet of Anzon in relation to the proposed scheme of arrangement between Anzon and holders of its ordinary shares pursuant to Part 5.1 of the Corporations Act;

Scheme Consideration means the consideration to which Scheme Shareholders are entitled for the transfer of each Anzon Ordinary share in accordance with this Scheme;

Scheme Meeting means the meeting of Anzon Ordinary Shareholders ordered by the Court to be convened under section 411(1) of the Corporation Act;

Scheme Shareholders means each person, who is registered in the register of members of Anzon as the holder of an Anzon Ordinary Share as at the Transaction Record Date (other than holders of Excluded Shares);

Scheme Shares means Anzon Ordinary Shares held by Scheme Shareholders at the Transaction Record Date;

Scheme Transfer means for each Scheme Shareholder, a duly completed and executed instrument of transfer of the Anzon Ordinary Shares for the purposes of section 1071B of the Corporations Act, which may be a master transfer of all the Anzon Ordinary Shares;

Second Court Date means the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned for any reason, the first day on which the adjourned application is heard;

Subsidiary has the meaning given to it in the Corporations Act;

Trading Day means a day upon which ASX or AIM is open for trading, as the context requires;

Transaction Record Date means 7.00pm (Sydney time) on the fifth Trading Day after the date on which the Scheme, if approved, becomes Effective, or such earlier date (after the Effective Date) as Anzon and ROC may agree in writing;

Unsecured Convertible Note Deed Poll means the Unsecured Convertible Note Deed Poll executed by Anzon Investments Limited on 27 September 2006;

Unsecured Note Deed Poll means the unsecured note deed poll executed by Anzon Investments Limited on 27 September 2006;

1.2 Interpretation

(a) Reference to:

(i) one gender includes the others;

(ii) the singular includes the plural and the plural includes the singular;

(iii) a person includes a body corporate;

(iv) a party includes the party's executors, administrators, successors and permitted assigns;

(v) a statute, regulation, code or other law or a provision of any of them includes:

(A) any amendment or replacement of it; and

(B) another regulation or other statutory instrument made under it, or made under it as amended or replaced;

(vi) dollars means Australian dollars unless otherwise stated;

(vii) time is to time in Sydney, New South Wales, Australia, unless otherwise stated;

(viii) proceeds is to proceeds in Australian dollars, unless otherwise stated; and

(ix) cheques is to cheques drawn in Australian dollars, unless otherwise stated.

(b) "Including" and similar expressions are not words of limitation.

(c) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(d) Headings and any table of contents or index are for convenience only and do not form part of this Scheme or affect its interpretation.

(e) A provision of this Scheme musty not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Scheme or the inclusion of the provision in the Scheme.

(f) A reference to a document (including the Deed Poll) includes all amendments or supplements to, or replacements or novations of that document.

(g) A reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this Scheme and a reference to this Scheme includes any schedule, attachment and exhibit.

(h) If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.

1.3 Parties

(a) If a party consists of more than 1 person, this Scheme binds each of them separately and any 2 or more of them jointly.

(b) An obligation, representation or warranty in favour of more than 1 person is for the benefit of them separately and jointly.

(c) A party which is a trustee is bound both personally and in its capacity as a trustee.

2 PRELIMINARY MATTERS

2.1 Anzon is a public company registered in New South Wales and is a company limited by shares.

2.2 As at 29 July 2008:

(a) 104,540,683 Anzon Ordinary Shares and 8,050,000 Anzon Options were on issue; and

(b) Anzon Convertible Notes with principal amounts of [sterling]20 million were outstanding.

2.3 ROC is a company registered in New South Wales and is a company limited by shares.

2.4 If the Scheme becomes Effective:

(a) in consideration for the transfer of each Scheme Share to ROC (or the Nominee), Anzon will procure ROC to provide the Scheme Consideration in accordance with the Scheme; and

(b) all the Scheme Shares, and all the rights and entitlements attaching to them as at the Implementation Date, will be transferred to ROC (or the Nominee) and Anzon will enter the name of ROC (or the Nominee) in the Register in respect of the Scheme Shares.

2.5 Anzon and ROC have agreed, by executing the Merger Implementation Deed, to implement the Scheme.

2.6 ROC has executed the Deed Poll, pursuant to which it has covenanted to perform its obligations under this Scheme, including the obligations to:

(a) provide or procure the provision of the Scheme Consideration to the Scheme Shareholders, except as provided in clause 2.6(2); and

(b) distribute the net proceeds of sale under the Sale Facility of the New ROC Shares to which Ineligible Foreign Shareholders would otherwise have become entitled under the Scheme, received from the Sale Facility Agent to those Ineligible Foreign Shareholder (calculated on an averaged basis so that all Ineligible Foreign Shareholders receive the same price per New ROC Share, subject to rounding down to the nearest whole cent) after deduction of any selling costs, taxes and charges.

2.7 The Sale Facility Agent is appointed by ROC as contemplated in clause 5 to sell as principal the New ROC Shares to which Ineligible Foreign Shareholders would otherwise have become entitled under the Scheme and remit the proceeds of sale to ROC (after the deduction of any applicable selling costs, taxes and charges) in accordance with the Scheme, which ROC will hold on trust for each Ineligible Foreign Shareholder.

3. Conditions to the Scheme

3.1 The Scheme is conditional on:

(a) all the conditions in clause 3.1 of the Merger Implementation Deed required to be satisfied or waived by the Conditions Date having been satisfied or (other than the conditions precedent which cannot be waived by either party to the Merger Implementation Deed) waived in accordance with the terms of the Merger Implementation Deed by the Conditions Date;

(b) approval of the Scheme by the Court pursuant to section 411(4)(b) of the Corporations Act; and

(c) the Merger Implementation Deed not having been terminated by either party to that agreement before the Conditions Date.

3.2 The satisfaction of the conditions precedent in clause 3.1 is a condition precedent to the operation of clauses 4.2, 5.1, 5.3, 5.6 and 5.7.

3.3 The Scheme will lapse and be of no further force or effect if the Effective Date does not occur on or before the End Date or any later date Anzon and ROC agree.

4 Transfer of Scheme Shares

4.1 Lodgement of Court orders

Anzon will lodge with ASIC office copies of the court orders under section 411 of the Corporations Act approving the Scheme by 5.00pm on the first Business Day after the day on which the Court approves the Scheme.

4.2 Transfer of Scheme Shares

On the Implementation Date, subject to provision by ROC of the Scheme Consideration in the manner contemplated by clause 5:

(a) all of the Scheme Shares, together with all rights and entitlements attaching to them as at the Implementation date, will be transferred to ROC (or the Nominee) without the need for any further act by any Scheme Shareholder (other than acts performed by Anzon as attorney and agent for Scheme Shareholders under clause 9) by:

(i) Anzon delivering to ROC (or the Nominee) the Scheme Transfer to transfer all Scheme Shares to ROC (or the Nominee), without the need for any further act by any Scheme Shareholders; and

(ii) ROC (or the Nominee) duly executing the Scheme Transfer, attending to the stamping of the Scheme Transfer (if required) and delivering it to Anzon for registration; and

(b) immediately after receipt of the Scheme Transfer, Anzon will enter the name of ROC (or the Nominee) in the Register in respect of the Scheme Shares subject to the Scheme Transfer; and

(c) the transfer of Scheme Shares will be deemed to be effective on the Implementation Date.

4.3 Entitlement to Scheme Consideration

On the Implementation Date, in consideration for the transfer to ROC of each Scheme Share, each Scheme Shareholder will be entitled to receive the Scheme Consideration in accordance with clause 5.

4.4 Agreement by Scheme Shareholders

(a) Each Scheme Shareholder agrees to the transfer of their Scheme Shares to ROC in accordance with the terms of this Scheme.

(b) Each Scheme Shareholder to whom New ROC Shares are to be issued under this Scheme, other than Ineligible Foreign Shareholders, agrees:

(i) to become a member of ROC for the purposes of section 231 of the Corporations Act;

(ii) to have their name and address entered in the ROC Register; and

(iii) to be bound by the constitution of ROC as in force from time to time in respect of the New ROC Shares.

5. Provision of Scheme Consideration

5.1 Provision of Scheme Consideration

On the Implementation Date, ROC will issue to each Scheme Shareholder such number of New ROC Shares determined in accordance with clause 5.2, as Scheme Consideration for the transfer to ROC of each Scheme Share.

5.2 Calculation of Scheme Consideration

The Scheme Consideration for each Scheme Share will be such number of New ROC Shares calculated on the Transaction Record Date in accordance with the following formula:

Anzon Offer Price / ROC Share Price

where:

(a) Anzon Offer Price is calculated as follows:

Anzon Value / Number of Fully Diluted Anzon Shares

(b) Anzon Value is calculated as the aggregate of:

(i) $1.65 x number of AZA ordinary shares held by Anzon and its Subsidiaries on the Transaction Record Date;

(ii) the value of all the AZA Options held by Anzon and its subsidiaries on the Transaction Record Date, being, in respect of each AZA option held, an amount equal to $1.65 less the exercise price of the AZA Option; and

(iii) Anzon Net Cash on the Transaction Record Date;

(c) Number of Fully Diluted Anzon Shares is calculated as the aggregate of:

(i) the number of Anzon Ordinary Shares on issue as at the Transaction Record Date; and

(ii) the maximum number of Anzon Ordinary Shares which would be issued on the exercise of all Anzon Options outstanding as at the Transaction Record Date, which for the sake of clarity shall include all Anzon Options that are to be, or have been, acquired by ROC under an Option Purchase Agreement;

(d) ROC Share Price means $2.02.

5.3 Provision of New ROC Shares as Scheme Consideration

(a) Subject to clause 5.6, the obligation of ROC to provide New ROC Shares pursuant to clause 5.1 will be satisfied by ROC, on the Implementation Date:

(i) entering in the ROC Register:

(A) the name of each Scheme Shareholder, other than Ineligible Foreign Shareholders, in relation to all the New ROC Shares which the Scheme Shareholder is entitled to receive as Scheme Consideration in accordance with the Scheme; or

(B) the name of the Sale Facility Agent in respect of those New ROC Shares to which each Ineligible Foreign Shareholder would otherwise have become entitled; and

(ii) as soon as practicable after the Implementation Date and in accordance with the Listing Rules (but in any event within 5 Business Days after the Implementation Date), dispatching or procuring the dispatch to each Scheme Shareholder entitled to receive the New ROC Shares, other than Ineligible Foreign Shareholders or the Sale Facility Agent (as the case may be), by pre-paid post to his or her address recorded in the Register at the Transaction Record Date, an uncertificated holding statement for the New ROC Shares issued to the Scheme Shareholder or the Sale Facility Agent (as the case may be) in accordance with the Scheme.

(b) In the case of Scheme Shares held in joint names, any uncertified holding statement for New ROC Shares must be issued in the names of the joint holders and forwarded to the holder whose name appears first in the Register at the Transaction Record Date.

5.4 Status of New ROC Shares

Upon issue:

(a) the New ROC Shares will rank equally with all existing ROC Shares; and

(b) each New ROC Share will be fully paid and free from any mortgage, charge, lien, encumbrance or other security interest.

5.5 Binding instructions

Any binding instructions between a Scheme Shareholder and Anzon relating to Anzon Ordinary Shares (including, without limitation, any instructions relating to payment of dividends or to communications from Anzon) will from the Implementation Date be deemed, by reason of the Scheme, to be a similarly binding instruction to and accepted by ROC in respect of New ROC Shares issued to Scheme Shareholders until that instruction is revoked or amended in writing addressed to ROC at its share registry.

5.6 Ineligible Foreign Shareholders

ROC will be under no obligation under the Scheme to issue, and will not issue, any New ROC Shares to an Ineligible Foreign Shareholder, and instead:

(a) ROC will:

(i) procure that the Sale Facility Agent (subject to clause 5.7(2)) sells under the Sale Facility (in any of the manners set out in clause 5.7(2)) the New ROC Shares to which each Ineligible Foreign Shareholder would otherwise have become entitled under the Scheme (if they were not an Ineligible Foreign Shareholder) and remits the proceeds of sale (after deduction of any applicable selling costs, taxes and charges) to ROC (Proceeds) in accordance with the Scheme, which ROC will hold on trust for each Ineligible Foreign Shareholder; and

(ii) pay, or cause the Sale Facility Agent to pay, to each Ineligible Foreign Shareholder by dispatching, or procuring the dispatch of, a cheque to the Ineligible Foreign Shareholder by prepaid post to their address recorded in the Register (as at the Transaction Record Date), such cheque being drawn in the name of the Ineligible Foreign Shareholder (or, in the case of joint holders of Scheme Shares, the cheque will be forwarded to the holder whose name appears first in the Register on the Transaction Record Date), the amount "A" calculated in accordance with the following formula and rounded down to the nearest cent:

A = (B/C) X D

where:

B = the number of New ROC Shares that would have been issued to that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder;

C = the total number of New ROC Shares which would otherwise have been issued to all Ineligible Foreign Shareholders had they not been Ineligible Foreign Shareholders and which are issued to the Sale Facility Agent; and

D = the Proceeds (as defined in clause 5.6(1)(a));

(b) the Sale Facility Agent will sell the New ROC Shares to which Ineligible Foreign Shareholders would otherwise have become entitled under the Scheme under the Sale Facility on the stock market conducted by ASX, via a bookbuild or other sale process (or a combination of these) as soon as practicable after the Implementation Date at such price as the Sale Facility Agent shall determine, provided the Sale Facility Agent uses all reasonable endeavours to achieve the best price reasonably obtainable at the time of sale;

(c) none of Anzon, ROC or the Sale Facility Agent gives any undertaking, representation, warranty or assurance as to the price that will be achieved for the sale of New ROC Shares described in clause 5.6(1); and

(d) each Ineligible Foreign Shareholder acknowledges that the Sale Facility Agent is acting as principal in dealing with the ROC Shares attributable to it and implementing the actions set out in this clause 5.6, and that the Sale Facility Agent is not a broker or other agent of the Ineligible Foreign Shareholder.

5.7 Fractional entitlements and splitting

(a) Subject to clause5.7(2), where the calculation of the number of New ROC Shares to be issued to a particular Scheme Shareholder as Scheme Consideration would result in the issue of a fraction of a New ROC Share, the fractional entitlement will, after aggregating all holdings of the Scheme Shareholder, be rounded up or down to the nearest whole number of New ROC Shares with fractions of 0.5 or greater being rounded up.

(b) If ROC reasonably forms the opinion that 2 or more Scheme Shareholders, each of whom holds a number of Scheme Shares which results in a fractional entitlement to New ROC Shares in accordance with clause 5.7(1) have, before the Transaction Record Date, been party to shareholding splitting or division in an attempt to obtain advantage by reference to such rounding, ROC may give a notice to those Scheme Shareholders setting out the names and registered addresses of all of them, stating that opinion and attributing to one of them specifically identified in the notice (the Deemed Holder) the Scheme Shares held by all of them, and after the notice has been given:

(i) the Deemed Holder will for the purposes of the Scheme be taken to hold all the Scheme Shares referred to in the notice; and

(ii) each of the other Scheme Shareholders whose names are set out in the notice, will for the purposes of the Scheme be taken not to hold any of the Scheme Shares,

and by complying with this clause 5.7(2), ROC will be taken to have satisfied and discharged its obligations under the terms of the Scheme to all the Scheme Shareholders named in the notice.

6 Dealings in Anzon Ordinary Shares

(a) To determine who qualifies as a Scheme Shareholder, dealings in Anzon Ordinary Shares will only be recognised if:

(i) in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Register as the holder of the relevant Anzon Ordinary Shares on or before the Transaction Record Date; and

(ii) in all other cases, registrable transfers in respect of those dealings are received on or before the Transaction Record Date at the place where the Register is kept.

(b) If the Scheme becomes Effective, a holder of Scheme Shares (and any person claiming through that holder) must not dispose of or purport or agree to dispose of any Scheme Shares or any interest in them after the Transaction Record Date.

(c) Anzon must, by the Transaction Record Date, register registrable transmission applications or transfers of Anzon Ordinary Shares received in accordance with clause 6(1)(b).

(d) Anzon will not accept for registration or recognise for any purpose any transmission application or transfer in respect of Anzon Ordinary Shares received after the Transaction Record Date (except for a transfer of Anzon Ordinary Shares to ROC pursuant to the Scheme and any subsequent transfer by ROC or its successors in title).

(e) For the purpose of determining entitlements to the Scheme Consideration, Anzon must maintain the Register in accordance with the provisions of this clause 6 until the Scheme Consideration has been paid to the Scheme Shareholders. The Register in this form will solely determine entitlements to the Scheme Consideration.

(f) All statements of holding for Anzon Ordinary Shares will cease to have effect from the Transaction Record Date as documents of title in respect of those shares (other than statements of holding for Anzon Ordinary Shares in favour of ROC and its successors in title) and, as from that date, each entry current at that date on the Register (other than entries in respect of ROC or its successors in title) will cease to have any effect except as evidence of entitlement to the Scheme Consideration in respect of the Anzon Ordinary Shares relating to that entry.

(g) As soon as possible after the Transaction Record Date and in any event at least 2 Business Days before the Implementation Date, Anzon will ensure that details of the names, registered addresses and holdings of Anzon Ordinary Shares for each Scheme Shareholder as shown in the Register on the Transaction Record Date are available to ROC in the form ROC reasonably requires.

7 Quotation of Anzon Ordinary Shares

On a date after the Implementation Date to be determined by ROC, Anzon will make an announcement in accordance with Rule 41 of the AIM Rules for Companies and will notify the London Stock Exchange of the proposed cancellation for the admission of the Anzon Ordinary Shares to trading on AIM.

8 General Scheme provisions

8.1 Ineligible Foreign Shareholders acknowledgement

Under this Scheme, each Ineligible Foreign Shareholder agrees and acknowledges that the sale of the New ROC Shares (to which that person would otherwise have become entitled as Scheme Consideration) under the Sale Facility constitutes the satisfaction of ROC's obligations to that Ineligible Foreign Shareholder under this Scheme.

8.2 Consent to Scheme amendments

If the Court proposes to approve the Scheme subject to any alterations or conditions to the Scheme, Anzon may by its counsel or solicitor consent on behalf of all persons concerned to those alterations or conditions to which ROC has consented.

8.3 Scheme Shareholders' agreements and representations

(a) The Scheme Shareholders agree to the transfer of their Scheme Shares in accordance with the Scheme.

(b) The Scheme Shareholders are taken to have warranted to ROC and Anzon that all their Scheme Shares (including any rights and entitlements attaching to those shares) which are transferred to ROC (or the Nominee) under the Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to sell and to transfer their Scheme Shares together with any rights and entitlements attaching to those shares to ROC under the Scheme.

8.4 Title to and rights in Scheme Shares

(a) The Scheme Shareholders (and not ROC) shall be entitled to any dividends and other distributions declared or paid on the Scheme Shares in accordance with the Merger Implementation Deed prior to the Implementation Date.

(b) On and from the Implementation Date, ROC (or the Nominee) will be beneficially entitled to the Scheme Shares transferred to it under the Scheme pending registration by Anzon of ROC (or the Nominee) in the Register as the holder of the Scheme Shares.

8.5 Appointment of ROC as sole proxy

From the Implementation Date until Anzon registers ROC (or the Nominee) as the holder of all Scheme Shares in the Register, each Scheme Shareholder:

(a) is deemed to have irrevocably appointed ROC as attorney and agent (and directed ROC in such capacity) to appoint an officer or agent of ROC as its sole proxy and, where applicable, corporate representative to attend shareholders' meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders' resolution, and no Scheme Shareholder may itself attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative;

(b) undertakes not to otherwise attend shareholders' meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders' resolutions, whether in person, by proxy or corporate representative;

(c) must take all other actions in the capacity of a registered holder of Scheme Shares as ROC reasonably directs; and

(d) acknowledges and agrees that in exercising the powers referred to in clause 8.5(1), ROC and any officer or agent nominated by ROC under clause 8.5(1) may act in the best interests of ROC as the intended registered holder of the Scheme Shares.

8.6 Effect of the Scheme

The Scheme binds Anzon and all Scheme Shareholders from time to time and, to the extent of any inconsistency and to the extent permitted by law, overrides the constitution of Anzon.

8.7 Enforcement of Deed Poll

Anzon undertakes in favour of each Scheme Shareholder to enforce the Deed Poll against ROC on behalf of and as agent and attorney for the Scheme Shareholders.

9 Power of attorney

(a) Scheme Shareholders will be deemed to have authorised Anzon to do and execute all acts, matters, things and documents on the part of each Scheme Shareholder necessary to implement the Scheme, including (without limitation) executing, as agent and attorney of each Scheme Shareholder, a share transfer or transfers in relation to Scheme Shares as contemplated by clause 9(2).

(b) Each Scheme Shareholder, without the need for an further act, irrevocably appoints Anzon and all its directors and officers (jointly and severally) as its attorney and agent for the purpose of executing any document necessary to give effect to this Scheme including a Scheme Transfer.

10. General

10.1 Stamp duty

ROC will pay all stamp duty payable in connection with the transfer of Anzon Ordinary Shares to ROC.

10.2 Consent

(a) The Scheme Shareholders consent to Anzon doing all things necessary or incidental to the implementation of the Scheme.

(b) Each of the Scheme Shareholders acknowledge that this Scheme binds Anzon and all Scheme Shareholders (including those who do not attend the Scheme Meeting, do not vote at the Scheme Meeting or vote against the Scheme at the Scheme Meeting).

10.3 Notices

(a) If a notice, transfer, transmission, application, direction or other communication referred to in the Scheme is sent by post to Anzon, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Anzon's registered office or at the office of the Registrar.

(b) The accidental omission to give notice of the Scheme Meeting or the non-receipt of such a notice by any Scheme Shareholder shall not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting.

10.4 Governing law

(a) The law of New South Wales governs this Scheme.

(b) Anzon and the Scheme Shareholders submit to the non-exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia.

10.4 Further action to be taken at Anzon expense

Anzon must, at its own expense, do all things and execute all documents necessary or expedient to give full effect to, and perform its obligations under or in relation to, the Scheme and the transactions contemplated by it.

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 1170 OF 2008

IN THE MATTER OF ANZON ENERGY LIMITED (ABN 43 097 972 364)

ANZON ENERGY LIMITED (ABN 43 097 972 364) Plaintiff

JUDGE:	LINDGREN J
DATE:	21 OCTOBER 2008
PLACE:	SYDNEY

REASONS FOR JUDGMENT (No 2)
(second court hearing)

1 On 5 September 2008 I made orders approving a scheme of arrangement between the plaintiff, Anzon Energy Limited (ABN 43 097 972 364) (AEL), and the holders of ordinary shares in AEL other than the holders of "Excluded Shares" in respect of those Excluded Shares, that appears in the form attached to these reasons (Scheme). The following are my reasons for the granting of that approval on 5 September 2008.

2 On 30 July 2008, I had ordered that AEL convene a meeting (Scheme Meeting) of the holders of the ordinary shares in AEL for the purpose of their considering and if thought fit agreeing (with or without qualification) to the Scheme: Re Anzon Energy Limited [2008] FCA 1141. I will take those earlier reasons as read. They form part of my reasons for approving the Scheme. I will use the forms of abbreviation that I used in the earlier reasons. At the second, as at the first court hearing, Mr M Oakes SC appeared with leave for ROC.

3 The Scheme Meeting was held on 3 September 2008. The evidence showed that the Scheme was agreed to by overwhelming majorities, far exceeding those required by s 411(4)(a) of the Corporations Act 2001 (Cth) (the Act). The evidence showed that:

(a) a total of 76,841,520 votes were cast (approximately 73% of all shares capable of being voted on the resolution);

(b) 76,781,169 votes (99.92% of all votes cast) representing 152 shareholders (98.70%) of all shareholders present and voting) were in favour of the motion to agree to the Scheme; and

(c) 60,351 votes (0.08% of all votes cast) representing two shareholders (1.30% of all shareholders present and voting) were against the motion.

4 The Australian Securities and Investments Commission confirmed that it has no objection to the Scheme and provided a letter to the effect contemplated by s 411(17)(b) of the Act.

5 On the hearing a certificate executed by AEL and a certificate executed by the acquirer, ROC, were admitted into evidence establishing satisfaction of conditions precedent, in accordance with cl 3.3(1)(c) of the MID.

6 Following the making of the orders on 30 July 2008, and after the convening but before the holding of the Scheme Meeting, there were significant changes in market conditions and a significant fall in the market values of the AEL shares and the ROC shares. AEL approached the Court seeking a direction that it was justified in publishing to its members certain supplementary information addressing these developments, and confirming that notwithstanding them, the AEL directors and the independent expert remained of the view that the Scheme was in the interests of the AEL Shareholders.

7 On 25 August 2008 I gave the direction sought by AEL. A copy of that direction is also attached to these reasons.

8 On the hearing, the evidence showed that the supplementary information had been published to the AEL Shareholders.

9 In addition, there was read on the hearing an affidavit of Stephen James Reid, a director of Deloitte, the independent expert referred to at [15] of my earlier reasons, to the effect that he did not consider that factors which had arisen following the issue of the independent expert’s report had any impact on the conclusion expressed in that report to the effect that the Scheme was in the best interests of the AEL Shareholders. Mr Reid confirmed that in Deloitte’s opinion the Scheme proposed remained fair and reasonable and therefore in the best interests of AEL Shareholders.

10 Other aspects of the matter were addressed in the written submissions of Mr TM Bathurst QC, senior counsel who appeared for AEL, which submissions I accepted. I will ensure that a copy of those submissions is available on the Court file.

11 It was for the above reasons that I made the orders of 5 September 2008.

I certify that the preceding eleven (11) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Lindgren.

Associate:

Dated: 21 October 2008

Counsel for the Plaintiff:	Mr T F Bathurst QC
Solicitors for the Plaintiff:	Corrs Chambers Wesgarth
Counsel for ROC Oil Company Limited:	Mr M Oakes SC
Solicitors for ROC Oil Company Limited:	Allens Arthur Robinson

Date of Hearing:	5 September 2008
Date of Judgment:	21 October 2008

---

^[1] Based on an equal weighting of: Australian Worldwide Exploration, Beach Petroleum, Nexus Energy, AED Oil, and Anzon Australia.

^[2] Based on exchange rate of 0.4657
^[3] At close of trade on 22 August 2008
^[4] Based on exchange rate of 0.4657
^[5] At close of trade on 22 August 2008