ASX Announcement

12 June 2014

Results of Scheme Meeting and Appointment of Administrators


Nexus Energy Limited (ASX:NXS) (Nexus) refers to the previously proposed scheme of arrangement under which Seven Group Holdings Limited (SGH) would acquire, through its wholly owned subsidiary, SGH Energy (No 2) Pty Limited, all of the issued shares in Nexus (Scheme).

Results of Scheme Meeting

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth) (Corporations Act), the following information is provided in respect of the resolution to approve the Scheme (Scheme Resolution), as set out in the Notice of Scheme Meeting in Annexure 5 of the Scheme Booklet.
Voting at the Scheme Meeting was conducted by a poll and the Scheme Resolution was not passed by either of the majorities required by section 411(4)(a)(ii) of the Corporations Act.
The instructions given to validly appointed proxies in respect of the Scheme Resolution were as follows:

For

Against

Abstain

Proxy's discretion

Direct votes received were as follows:

For

Against

Abstain

165,280,456

494,538,167

2,646,427

The Scheme Resolution was not carried on a poll, the details of which were as follows:

For

Against

Abstain

391,964,607

527,064,935

2,736,515

As the Scheme Resolution has not been approved by Nexus shareholders the Scheme will not be implemented and Nexus shareholders will continue to hold their shares and will not receive the Scheme consideration.

Appointment of Administrators

As the Scheme Resolution has not been approved by Nexus shareholders, and no alternate proposal has been received, the Nexus board of directors have resolved to appoint Matthew Caddy, Tony McGrath and Jason Preston of McGrathNicol as joint and several administrators of Nexus Energy Limited pursuant to section 436A of the Corporations Act (Voluntary Administrators).
The effect of this decision is that the Voluntary Administrators are now in control of Nexus with executive authority.
The nine subsidiaries of Nexus (Nexus Subsidiaries) have not been placed into administration. The boards of directors of the Nexus Subsidiaries will be working with the Voluntary Administrators and SGH to put in place funding arrangements to enable the Longtom, Crux and Echuca Shoals projects to continue with minimal interruption.

Nexus Energy Limited ABN 64 058 818 278 ■ Level 23, 530 Collins Street, Melbourne Victoria 3000

Phone: +613 9660 2500 ■ Fax: +613 9654 9303 ■ Website: www.nexusenergy.com.au Page 1 of 2

The Board of Nexus commented:
"The Board resolved to enter into the Scheme following an extensive strategic review process that included consideration of a sell down of Longtom, Crux and Echuca Shoals, a whole of company transaction and alternative funding and refinancing solutions. The key challenge has been the high gearing and significant capital commitments to support the asset growth plans. We are extremely disappointed that despite running a comprehensive process we were not able to secure a more favourable outcome for shareholders."

Lucio Della Martina

Managing Director & Chief Executive Officer

For further information please contact: Susan Robutti

Chief Financial Officer & Company Secretary

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