Past year: ▼ 20%(10.0c – 12.5c AUD)
Each one in plain English, with the numbers worked through for a shareholder.
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.
15 Sept 2015annual report● Neutral
Armour relodged its 2015 full-year accounts because the 2 September version omitted two pages, the BDO auditor's report attachment. The company says there are no content changes. Administrative only.
14 Sept 2015business combination● Neutral
Marked-up replacement bidder's statement showing changes to WestSide's 31 August document. The 12c offer (A$36.6m) is unchanged and still conditional on the AEP farm-out not proceeding; wording is updated. Offer dated 14 September, closing 15 October unless extended.
14 Sept 2015business combination● Neutral
Clean version of WestSide's replacement bidder's statement. The 12c cash offer (A$36.6m) is unchanged, still conditional on the AEP farm-out not proceeding and 50.1% acceptances. Repeats the marked-up version; no new terms.
14 Sept 2015business combination● Neutral
WestSide says Armour's binding AEP agreements breached two conditions of its 12c bid, entitling it to withdraw. It has not yet decided and reserves the right to withdraw or let the offer lapse. The bid's survival is still uncertain.
11 Sept 2015debt financing● Neutral
Armour says it plans to fund the $13m Roma Shelf purchase from cash plus debt. Major shareholder DGR Global has proposed a $15m debt package, not yet signed, and Armour is in advanced talks with other financiers.
11 Sept 2015business combination● NeutralMajor
Armour says signing the binding AEP deal likely breaches a condition of WestSide's bid, so the bid may be withdrawn. The board recommends the AEP deal and rejecting the 12c offer, framing the choice for shareholders as AEP versus WestSide.
11 Sept 2015farm in farm out agreement▲ GoodMajor
Binding AEP deal signed and upsized: US$130m Phase One spend for 75% of 29.3m acres, US$13m upfront, US$3m and US$7m bonuses, and options over 24m shares. AEP also takes a 33.7m-share placement at 20c (A$6.74m). Subject to shareholder approval.
9 Sept 2015business combination● NeutralMajor
Armour's directors unanimously recommend shareholders reject WestSide's 12c bid as opportunistic and inadequate. They point to the AEP farm-out and Roma Shelf purchase as value-adding transactions, with a target's statement to follow.
2 Sept 2015asset acquisition disposition▲ GoodMajor
Armour signed agreements to buy Origin Energy's Roma Shelf assets in Queensland's Surat Basin for $10m cash plus $3m deferred. They include the Kincora gas plant and 19 production licences, with 2C contingent resources of 23 PJ gas. Oil flow is expected within a month, gas in 6-12 months. This moves Armour toward production.
2 Sept 2015annual report● Neutral
Annual report for the year to 30 June 2015. The chairman describes the AEP letter of intent and the hostile WestSide bid, which he calls opportunistic. Extract shows no new figures beyond earlier announcements.
2 Sept 2015annual report● Neutral
Appendix 4G corporate governance checklist lodged with the annual report, dated 2 September 2015. Administrative only.
31 Aug 2015other● Neutral
Cover letter from WestSide Corporation giving ASX notice of the date for determining who is offered shares under its off-market takeover bid for Armour. Administrative; the bid terms are in the bidder's statement.
31 Aug 2015business combination● NeutralMajor
WestSide Corporation, a subsidiary of Landbridge Group, launched an unsolicited off-market cash takeover bid at A$0.12 per share (about A$36.6m), a 76% premium to the A$0.068 close. It is conditional on the AEP farm-out not proceeding and on 50.1% acceptances.
31 Aug 2015business combination● Neutral
Armour's board tells shareholders to take no action on WestSide's unsolicited A$0.12 cash bid while it considers the offer with HopgoodGanim. The bid is conditional on the AEP deal not proceeding.
21 Aug 2015other● Neutral
DGR Global's own business update, not an Armour release. It restates the AEP letter of intent terms (US$100m spend for 75%, US$11m upfront) and notes DGR holds 25% (75m shares) of Armour. No new Armour information.
20 Aug 2015farm in farm out agreement▲ GoodMajor
Non-binding letter of intent for American Energy Partners to spend US$100m over up to 5 years for 75% of 21.5m acres of Armour's NT McArthur Basin permits. Armour is carried 100%, gets US$11m upfront plus US$7m bonus. Definitive agreements due within 3 months. This follows months of farm-out talks.
