Each one in plain English, with the numbers worked through for a shareholder.
17 Aug 2020business combination▲ GoodMajor
88E completed compulsory acquisition and now owns 100% of XCD Energy's shares and listed options, finishing the takeover announced in April 2020. XCD's Peregrine project (about 195,000 acres) is now wholly within the group.
July 2020 presentation pitches 88E as having critical mass on the North Slope after the XCD merger, with Icewine, Peregrine and Yukon. It shows cash of A$7.2m at 30 June including XCD, 8,712m shares, and four farm-outs planned, with Peregrine drilling targeted for 1H 2021. Largely restates known facts.
Routine shareholder distribution schedule and top 20 list after the XCD offers closed. It shows 8,762,509,023 shares on issue, up from about 7.1bn before the takeover, with 7,901 holders. No new events.
June quarter report recaps the Charlie-1 Torok condensate discovery, well plugged within budget in April and Premier withdrawing, plus XCD takeover progress (85.67% at quarter end). Yukon farm-out talks continue. Mostly restates known events.
88E reached 90.97% of XCD shares and 93.31% of options by 8 July 2020 and will compulsorily acquire the rest on the same terms (2.4 and 0.7 shares). Offers close 13 July; XCD trading is likely suspended from 16 July.
88E says its XCD holding now guarantees it will reach the compulsory-acquisition threshold, so the offer will not be extended beyond 13 July. Holders who delay may wait up to about 50 days for their 88E shares.
XCD notes 88E now holds 82.57% of its shares and 81.35% of options, and urges remaining holders to accept before 13 July to avoid a roughly six-week compulsory-acquisition delay. An XCD-side repeat of known progress.
88E extended the XCD offers to 13 July 2020, holding 79.84% of XCD shares and 79.22% of options. 88E nominees now form a majority of XCD's board. This moves the takeover closer to the 90% compulsory-acquisition level.
88E declared its XCD offers unconditional and final (2.4 shares per XCD share, 0.7 per option, no increase), with payment within 7 business days. It holds 59.27% of XCD shares, so the takeover is now effectively assured; it plans compulsory acquisition if it reaches 90%.
XCD's own release echoing 88E's declaration that the offers are unconditional and final. XCD's board still recommends acceptance, the independent expert still finds the offers fair and reasonable, and no superior proposal has appeared. No new substance beyond ref 2.
88E reports acceptances for over 37.58% of XCD shares and about 18.31% of options, and all XCD directors have accepted for their own holdings. The 90% compulsory-acquisition threshold is not yet reached; offers close 25 June 2020 unless extended.
88E notified that it has finished dispatching its bidder's statement and offers to XCD holders. The offers are dated 25 May 2020 and scheduled to close 5pm Perth time on 25 June 2020 unless extended or withdrawn. Procedural.
XCD Energy issued its target's statement, with its directors unanimously recommending that holders accept 88E's offers, absent a superior proposal and subject to the independent expert continuing to find the offers reasonable. Text shown is mostly the cover and contents.
88E began dispatching its bidder's statement and confirmed the offers for XCD Energy are now open for acceptance, as of 25 May 2020. Procedural step only.
Cover letter releasing the clean replacement bidder's statement for the XCD takeover, dated 21 May 2020. Dispatch to XCD holders starts 25 May. It repeats the terms already announced.
Lab tests on Charlie-1 show the Torok liquid is about 50 degrees API but still condensate gas, with a gas-oil ratio of 17,000-23,500 cf/bbl. 88E sees signs of oil updip and in the Seabee, and says its original Heavenly location will anchor the ongoing farm-out. More lab results are due.
88E lodged a supplementary and replacement bidder's statement for the XCD takeover. Offers open 25 May 2020 and are scheduled to close 25 June 2020 unless extended. Terms remain 2.4 shares per XCD share; this sets the timetable.
XCD Energy (the takeover target) reports its Project Peregrine royalty cut from 1.5% to 1.3%, and a higher chance of success for its Merlin and Harrier prospects after ConocoPhillips' Harpoon well found hydrocarbons. Total unrisked prospective resource is about 1.6bn barrels; target's statement due soon.
Administrative notice setting the register date for the XCD takeover as 7pm Perth time on 19 May 2020, which determines who is sent the offer documents. No substantive information.
88E served its formal bidder's statement for the takeover of XCD Energy, offering 2.4 88E shares per XCD share and 0.7 per listed option. The offer dates were left blank at this stage. It formalises the already-announced terms.
Duplicate release of the 7 May announcement: 88E and XCD agree to merge via a recommended takeover at 2.4 88E shares per XCD share and 0.7 per option, with XCD holders getting about 20% of the combined group. No new information.
88E and XCD agreed to merge under a Bid Implementation Agreement, with improved terms: 2.4 new 88E shares per XCD share (valued at 1.2 cents) and 0.7 per option. XCD's board unanimously recommends acceptance, subject to the independent expert. XCD holders would own about 20% of the combined group; equity valued at about $8.9m.
88 Energy announced its intention to make an off-market takeover bid for XCD Energy, an Alaska North Slope explorer: 1.67 new 88E shares per XCD share (valued at 1.0 cent) and 0.5 per listed option. XCD holders would own up to 15% of the combined group. No agreement yet; holders of 18.5% of XCD shares have pre-bid agreements.
XCD Energy says 88E's offer was an unsolicited, non-binding proposal received on 24 April. The offer carries conditions including a 90% minimum acceptance. XCD's board makes no recommendation and tells shareholders to take no action.
Third-party log interpretation shows over 280 feet of net pay across the Seabee, Torok and Kuparuk, which the company says compares favourably with pre-drill expectations. Lab work must confirm it and will lead to a revised prospective resource. Cost cuts exceed A$750,000 a year.
March 2020 quarter: Charlie-1 spudded 2 March, reached 11,112 feet and found Torok condensate. On Premier's withdrawal, 88E's Area A interest rises to 75%; Premier has already paid US$23m for the well. Yukon talks and Western Blocks review continue. Mostly repeats earlier news.
Charlie-1 found gas condensate in the Torok Formation (Middle and Lower Stellar) but Indigo was water-bearing, Charlie poorly developed and Lower Lima too poor to sample. Premier will withdraw and the well will be plugged. 88E expects no drilling cost. Mixed result, ending the oil-focused pre-drill hopes.
Updated re-release of the 7 April Charlie-1 result: the text is the same, with a corrected date (the first version was dated 7 March). Condensate found in Torok, Premier withdrawing, well to be plugged. No new information.
Updated arrangements for the 9 April AGM: shareholders cannot attend in person, only business in the notice will be covered, and no chair or MD presentation. Proxy votes are due 7 April and a Lumi webcast is available. Administrative.