Past year: ▼ 20%(10.0c – 12.5c AUD)
Each one in plain English, with the numbers worked through for a shareholder.
2 Nov 2015admin correction● Neutral
Armour said Queensland's DNRM gave indicative approval to transfer the Roma Shelf assets from Origin, making the Sale and Purchase Agreement covering the 100% Origin-owned assets unconditional. Completion was set for 13 November 2015, with title registration expected around January 2016.
30 Oct 2015business combination▲ GoodMajor
Shareholders approved all resolutions at the 30 October meeting, so the US$130m American Energy farm-out can proceed subject to remaining conditions. AEP's 25c proportional bid for 13.62% of each holding must be dispatched within 42 days. Board recommends accepting it and rejecting WestSide's 20c.
30 Oct 2015business combination● NeutralMajor
WestSide says the farm-out approval means its 20c offer cannot become unconditional, so acceptances will not create binding contracts. It terminated its implementation agreement with Armour and will seek ASIC consent to withdraw. WestSide holds 1.74% (5.29m shares).
30 Oct 2015investor presentation● Neutral
Armour's presentation for the 30 October meeting promotes the AEP farm-out (up to US$130m spend for 75%) and the Roma Shelf purchase, repeating known terms. It notes AEP has been led by Aubrey McClendon, formerly of Chesapeake. No new figures; text is truncated.
29 Oct 2015business combination● Neutral
Armour's second supplementary Target's Statement now recommends shareholders reject WestSide's 20c offer, vote for the AEP farm-out and accept AEP's 25c proportional bid. It notes 20c is below the expert's preferred 22-37c range and that the AEP bid is not yet formally made.
28 Oct 2015business combination▼ Bad
WestSide reports that institutional shareholders have withdrawn all acceptance instructions (about 3.04m shares, 0.997%) from its acceptance facility. Total acceptances fall to about 1.6m shares, 0.53%. This follows Armour's board switching support to the AEP package.
28 Oct 2015debt financing▲ GoodMajor
DGR Global increases its loan facility for Armour's Roma Shelf purchase from $15m to $19m. All other material terms are unchanged. The announcement also includes an unrelated update on DGR's SolGold investment.
27 Oct 2015business combination▲ GoodMajor
American Energy announces it will make a proportional takeover for 13.62% of each Armour holding at 25c, 25% above WestSide's 20c, if the 30 October meeting approves the farm-out. It would hold up to 14.99% via the bid, and a maximum 19.23% after the share placements.
27 Oct 2015business combination▲ GoodMajor
Armour reverses course: it signs a deal with American Energy for a proportional takeover of 13.62% of each holding at 25c, alongside the farm-out. The board calls this superior and now recommends voting for AEP and rejecting WestSide's 20c. DGR will vote for it but not sell.
27 Oct 2015business combination▲ GoodMajor
DGR Global (24.64% of Armour) backs the American Energy farm-out and has irrevocably agreed to vote 19.99% of Armour's shares for it. It calls the package superior to WestSide's 20c offer and will not accept the 25c proportional bid. This reverses its earlier non-committal stance.
26 Oct 2015business combination● Neutral
Armour's first supplementary Target's Statement restates the 20c WestSide offer (about A$60.9m) and the board's recommendation to accept and vote against all items at the 30 October meeting. Directors say they have already accepted. Superseded the next day by the AEP proposal.
19 Oct 2015business combination● Neutral
WestSide's second supplementary bidder's statement restates its 20c cash offer, open to 9 November, as best and final absent a superior proposal. It repeats the Armour board's recommendation to accept and to vote against AEP. No new terms; text is truncated.
19 Oct 2015other● Neutral
DGR Global, Armour's largest shareholder (75.05m shares, about 24.6%), says a press report that it will sell into WestSide's 20c bid is wrong. It has made no recommendation and no decision on the bid or on voting at the AEP farm-out meeting.
16 Oct 2015business combination● Neutral
Formal WestSide notices: offer price raised from 12c to 20c, offer period extended from 23 October to 9 November 2015, and status-of-conditions notice date moved to 1 November. The bid remains subject to its conditions. Implements the terms announced the day before.
16 Oct 2015annual report● Neutral
Armour's 2015 annual report, with the chairman describing a period of challenges, including Victorian drilling bans and poor markets. It points to the AEP farm-out and the APA gas pipeline deal as growth steps. The text is truncated; accounts were already released in September.
15 Oct 2015business combination▲ GoodMajor
WestSide formally raises its offer to 20c a share, best and final absent a superior proposal, and extends it to 9 November 2015. It will not rely on the AEP breach if shareholders reject AEP at the meeting. It also opens an institutional acceptance facility.
15 Oct 2015business combination▲ GoodMajor
WestSide lifted its cash bid to 20c a share (about A$60.9m), called best and final, plus a Lakes Oil share dividend worth about 1.4c if the bid goes unconditional. Armour directors now recommend acceptance and a vote against the AEP farm-out at the 30 October meeting.
9 Oct 2015business combination▲ GoodMajor
Armour confirms it received an indicative, non-binding proposal from WestSide to lift its offer from 12c to 20c a share, and is in discussions. It is not yet a formal variation and is not guaranteed. Shareholders should take no action.
8 Oct 2015security holder rights change● Neutral
120,000 unlisted employee options (100,000 at 50c, 20,000 at 26c) expired after one employee left. Administrative; immaterial to the share structure.
7 Oct 2015business combination● Neutral
Full Target's Statement dated 7 October, urging shareholders to reject WestSide's 12c offer by doing nothing. Carries the full reasons and expert report summarised in the same-day release; the supplied text is truncated and shows no new terms.
7 Oct 2015business combination● NeutralMajor
Armour's Target's Statement says BDO's independent expert finds WestSide's 12c offer 'not fair and not reasonable', against a valuation of 22c to 37c a share. Directors and holders of 29.51% do not intend to accept. Board unanimously recommends rejecting.
1 Oct 2015debt financing● Neutral
DGR Global's matching notice of the amended $15m Armour loan: unsecured to 31 March 2016, with a 12-month extension only if Armour gives security, a 0.5% royalty, 50m options and conversion rights. Duplicates Armour's release.
1 Oct 2015debt financing● Neutral
Armour and DGR Global amended the $15m unsecured loan timeframes: available unsecured to 31 March 2016, extendable 12 months only with first-ranking security, 0.5% royalty, 50m options and conversion rights. Armour says it has appointed a debt adviser and is confident of alternative funding.
30 Sept 2015debt financing● NeutralMajor
Armour signed a binding $15m unsecured loan from DGR Global to fund the Roma Shelf purchase, at 22% a year (15% if secured), minimum 4 months. Extension needs security, a 0.5% royalty and 50m options; DGR may convert up to 50% to shares. Repayable on a change of control.
30 Sept 2015debt financing● Neutral
DGR Global's announcement of the binding $15m short-term unsecured loan to Armour for the Roma Shelf purchase. It duplicates Armour's own release of the same day; see that entry for terms.
30 Sept 2015other● Neutral
DGR Global clarifies that its own shareholders no longer need to approve the $15m Armour loan, so it proceeds as announced. Administrative; no change to terms.
30 Sept 2015other● Neutral
Armour's matching clarification that DGR Global shareholder approval is not required for the $15m loan, which proceeds as announced. Administrative; no change to terms.
23 Sept 2015business combination● Neutral
Armour's board again urges rejecting WestSide's 12c bid. It says WestSide will terminate if shareholders approve AEP but has not said what it does if they reject it, which the board calls unacceptable uncertainty. Target's statement and BDO expert report are due by about 7 October.
22 Sept 2015business combination● Neutral
WestSide has sent its bidder's statement; the 12c offer is now dated 22 September and closes 23 October. It intends to withdraw if shareholders approve the AEP deal at a meeting before close, and may withdraw earlier.
21 Sept 2015resource reserve update▲ GoodMajor
SRK-assessed best-estimate prospective gas resources in northern Australia rise 66%, from 34 to 57 Tscf. This adds maiden Tawallah Group (NT) and Riversleigh Shale (Qld) volumes, plus 97 new NT conventional leads. These are undrilled prospective estimates, not proven reserves.
