Vault Energy Trust
TSX : VNG.UN
TSX : VNG.DB
TSX : VNG.DB.A

Vault Energy Trust

December 07, 2007 13:01 ET

Vault Energy Trust Announces Adjourned Meeting Date

CALGARY, ALBERTA--(Marketwire - Dec. 7, 2007) -

Background

On September 25, 2007, Vault Energy Trust ("Vault") (TSX:VNG.UN) (TSX:VNG.DB) (TSX:VNG.DB.A) announced that it and Vault Energy Inc. ("VEI") had entered into an agreement with Penn West Energy Trust ("Penn West") and Penn West Petroleum Ltd. whereby Penn West would acquire all of the issued and outstanding units and warrants of Vault pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") in consideration of 0.14 Penn West Unit for each Vault Unit, 0.14 Penn West Unit for each Vault Unit into which Vault Exchangeable Shares are exchanged and $0.51 for each Vault Warrant. On October 29, 2007, Vault mailed an information circular and proxy statement (the "Information Circular") to Vault Unitholders, Vault Exchangeable Shareholders and Vault Warrantholders (collectively, the "Vault Securityholders") in respect of a meeting (the "Meeting") to be held on November 26, 2007 for the purpose of approving the Arrangement. On October 31, 2007 Penn West and Canetic Resources Trust ("Canetic") announced a contemplated business combination pursuant to which Penn West would acquire all of the issued and outstanding units of Canetic in exchange for Penn West Units (the "Canetic Merger"), which would require the approval of Canetic's unitholders. On November 1, 2007, Vault announced that it would review the effects of the Canetic Merger on its previously-given recommendation to the Vault Securityholders to approve the Arrangement. On November 14, 2007, Vault obtained a further interim order (the "Second Interim Order") from the Court of Queen's Bench of Alberta approving the adjournment of the Meeting to a later date (the "Adjourned Meeting") as well as providing directions with respect to the calling of the Adjourned Meeting. On November 26, 2007, Vault adjourned the Meeting and issued a press release stating that it would later provide further information with respect to the Adjourned Meeting.

The Adjourned Meeting

The Adjourned Meeting will be held on January 9, 2008 at 10:00 a.m. (Calgary time) in the Wildrose South Room of Sheraton Suites Calgary Eau Claire, 255 Barclay Parade S.W., Calgary, Alberta.

The Addendum to the Information Circular

In accordance with the terms of the Second Interim Order, Vault will mail today an addendum (the "Addendum") to the Information Circular to all Vault Securityholders who received the original meeting materials. The Addendum provides formal notice of the Adjourned Meeting and contains further information with respect to Vault, Penn West and information with respect to Canetic and the Canetic Merger, the recommendations of the Board of Directors of VEI, as well as details relating to the return of proxies and dissent rights. The Addendum, together with the appendices attached thereto and the documents incorporated by reference therein, should be read in conjunction with the Information Circular, which shall remain unamended except to the extent modified or updated by the Addendum.

Proxies for Adjourned Meeting

The forms of proxy, voting direction and letter of transmittal that were mailed to the Vault Securityholders with the Information Circular in late October, 2007 remain valid. No new forms of proxies will be sent for the Adjourned Meeting. Due to the adjournment of the Meeting, Vault has extended the return deadline for proxies and voting directions to 4:30 p.m. (Calgary time) on January 8, 2008, the date before the Adjourned Meeting. If Vault Securityholders have already submitted proxies or voting directions and they do not wish to change their vote or direction on the Arrangement Resolution or the Warrant Consideration Resolution, no further action is required on their part and their votes will be counted at the Adjourned Meeting in accordance with the proxies or voting directions already submitted. If Vault Securityholders have not already submitted proxies or voting directions, or they wish to change their vote on the Arrangement Resolution or the Warrant Consideration Resolution, Vault Securityholders should complete and sign another appropriate form of proxy or voting direction, as applicable, and have them returned to Valiant Trust Company at 310, 606 - 4th Street S.W., Calgary, Alberta, T2P 1T1 prior to 4:30 p.m. (Calgary time) on January 8, 2008.

The Final Order

The application for the Final Order is scheduled for January 9, 2008 at 1:00 p.m. (Calgary time), or as soon thereafter as counsel may be heard, at the Court House, 601 - 5th Street S.W., Calgary, Alberta. At the hearing, any Vault Securityholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court and serving upon Vault a Notice of Intention to Appear together with any evidence or materials which such party intends to present to the Court on or before January 2, 2008. Service of such notice shall be effected by service upon the solicitors for Vault: Gowling Lafleur Henderson LLP, 1400, 700 - 2nd Street S.W., Calgary, Alberta, T2P 4V5, Attention: Geoffrey D. Holub.

Updated Fairness Opinion and Recommendations of the Board

Scotia Waterous Inc. ("Scotia Waterous") originally provided the Board of Directors of VEI (the "Vault Board") with an opinion that as of October 24, 2007, the consideration payable by Penn West pursuant to the Arrangement is fair, from a financial point of view, to the Vault Unitholders and Vault Exchangeable Shareholders. As a consequence of the Canetic Merger, the Vault Board requested Scotia Waterous to provide it with an updated opinion (the "Updated Fairness Opinion") confirming that, having considered the Canetic Merger, the consideration payable by Penn West pursuant to the Arrangement continues to be fair, from a financial point of view, to the Vault Unitholders and Vault Exchangeable Shareholders. As Scotia Waterous is also the financial advisor to Penn West in connection with the Canetic Merger, the Vault Board retained Canaccord Capital Corporation ("Canaccord") to provide it with advice concerning the Arrangement and the Canetic Merger. Canaccord has advised the Vault Board that it has no knowledge of any reason that the Canetic Merger should cause the Vault Board to change its previously-given recommendation to the Vault Securityholders concerning the Arrangement.

The Vault Board, based upon its own investigations, including its consideration of the Updated Fairness Opinion, has unanimously reaffirmed its prior conclusion that the Arrangement is fair to Vault Securityholders, is in the best interest of Vault and the Vault Securityholders and reaffirms its prior recommendations that Vault Securityholders vote in favour of the Arrangement Resolution and the Warrant Consideration Resolution.

Vault Energy Trust is a conventional oil and gas income trust. Vault units are traded on the Toronto Stock Exchange (TSX) under the symbol "VNG.UN". Convertible debentures of Vault trade on the TSX under the symbols "VNG.DB", and "VNG.DB.A".

Contact Information

  • Vault Energy Trust
    Robert Jepson
    President and Chief Executive Officer
    (403) 444-9662
    or
    Vault Energy Trust
    Greg Fisher
    VP, Finance and Chief Financial Officer
    (403) 444-9651
    or
    Vault Energy Trust
    Nicole Collard
    Investor Relations
    (403) 444-9657
    Email: info@vaultenergy.com
    Website: www.vaultenergy.com