Aurora Oil & Gas Limited - Shareholders approve Scheme of Arrangement

PERTH, Western Australia, May 21, 2014 /CNW/ - Aurora Oil & Gas Limited (ASX:AUT, TSX:AEF) (Aurora) is pleased to announce that, at the scheme meeting held earlier today (Scheme Meeting), the requisite majority of Aurora shareholders approved the scheme of arrangement under which Baytex Energy Corp. will acquire, through its wholly owned subsidiary Baytex Energy Australia Pty Ltd, all of the shares in Aurora (Scheme).

This satisfies one of the remaining conditions set out in the Scheme Implementation Deed, a copy of which was released to ASX on 7 February 2014 (as subsequently varied).

Aurora will now apply to the Federal Court of Australia for orders approving the Scheme at a hearing scheduled for Monday 26 May 2014. If the Scheme is approved by the Court, Aurora expects to lodge the Court orders approving the Scheme with ASIC on Tuesday 27 May 2014, so that the Scheme will become effective on and from that date in accordance with section 411(10) of the Corporations Act 2001 (Cth). Once this has occurred, trading in Aurora's shares is expected to cease at close of trade on 27 May 2014 on ASX and at the opening of trading 27 May 2014 (Toronto time) on the Toronto Stock Exchange.

Details of the votes cast at the Scheme Meeting and details of the outcome of the resolutions are set out below in accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act.

Resolution 1

"That the scheme of arrangement proposed between Aurora and its Shareholders, as contained in and more particularly described in the Scheme Booklet (Scheme), is amended by:

a.     deleting the reference to "$4.10" in clause 5.1 of the Scheme and replacing it with a reference to $4.20; and
       
b.     amending the definition of "Scheme Consideration" in Schedule 1 of the Scheme by deleting the reference to "$4.10" and replacing it with a reference to $4.20,

(Revised Scheme)."

The resolution was carried on a poll with 87.96% of the total number of votes cast by Aurora shareholders present and voting at the Scheme meeting (in person or by proxy) being in favour of the resolution. The result of the poll was:

  Resolution Total For Percentage in
favour
Total Against Abstain Total Votes,
inc. abstains
1. Amendment to Scheme of Arrangement 269,557,602 87.96% 36,889,461 600,367 307,047,430

The proxies received were:

  Resolution Total For Percentage in
favour
Total Against Abstain Open Total Proxy Votes,
inc. abstains
1. Amendment to Scheme of Arrangement 265,629,053 87.49% 36,889,461 600,367 1,087,168 304,206,049

Resolution 2

"That, pursuant to and in accordance with the provisions of section 411 of the Corporations Act, the Revised Scheme is agreed to (with or without any modifications or conditions required by the Court), and subject to approval of the Revised Scheme by the Court, the board of directors of Aurora is authorised to implement the Revised Scheme with any such modifications or conditions."

The resolution was carried on a poll with 98.08% of Aurora shareholders present and voting (in person or by proxy) in favour of the Scheme Resolution, being greater than the requirement for at least 50%, and 87.96% of the total number of votes cast on the resolution at the Scheme meeting (in person or by proxy) in favour of the Scheme Resolution, being greater than the requirement for at least 75%.

The result of the poll was:

  Resolution Total For Percentage in
favour
Total Against Abstain Total Votes,
inc. abstains
2. Scheme Resolution 269,577,602 87.96% 36,889,461 600,367 307,047,430

The proxies received were:

  Resolution Total For Percentage in
favour
Total Against Abstain Open Total Proxy Votes,
inc. abstains
2. Scheme Resolution 265,629,053 87.49% 36,889,461 600,367 1,087,168 304,206,049


SOURCE Aurora Oil & Gas Limited

For further information:

Investors:   
Jon Stewart     
Executive Chairman   
Aurora Oil & Gas Ltd  
Tel: +61 8 9380 2700   

Media: 
Shaun Duffy  
FTI Consulting   
Tel: +61 8 9485 8888   
Mob: +61 404 094 384  
Shaun.Duffy@fticonsulting.com 

Head Office
Level 1, 338 Barker Road, Subiaco, WA 6008, Australia
PO Box 20, Subiaco, WA 6904
T +61 8 9380 2700, f + 61 8 9380 2799, e info@auroraoag.com.au

Houston
Aurora USA Oil & Gas, Inc. a subsidiary of Aurora Oil & Gas Limited
1200 Smith Street, Suite 2300, Houston TX 77002-5500
T + 1 713 402 1920, f + 1 713 357 9674