Each one in plain English, with the numbers worked through for a shareholder.
28 May 2012asset acquisition disposition● Neutral
Central confirmed relinquishment of its three geothermal exploration permits, which carried $11m of spending over four years, $7m in the first two. It sought farm-in or buyers and found no interest. Funds are preserved for appraising Surprise.
22 May 2012director officer appointment▲ GoodMajor
Requisition nominees Goodall, Cockcroft and Philis withdrew their consent to act as directors, saying shareholder objectives are met by the Cottee, Gasteen and Herrington appointments. This resolves the second requisition to replace Askin, Faull and Dunmore.
15 May 2012director officer appointment▲ GoodMajor
Richard Cottee, who led Queensland Gas Company to a $5.7bn sale to BG Group, is to become CEO and director, replacing John Heugh, subject to a 22 June 2012 vote. Mike Herrington and Wrix Gasteen are also proposed as directors. Board says farm-outs are a focus.
Acting CEO Dalton Hallgren says it is 'business as usual' on Surprise-1 REH appraisal. Seismic is due to start shortly and extended production test preparation is on schedule, though some steps ran longer than expected. Mostly management messaging, no new results.
Quarter to 31 March: Surprise-1 flowed 380 bopd; about $21m was raised in the quarter and after it. The 40 km access road is complete. The EPT is now expected in the June quarter, with seismic in May/June and 3D processing by September/October, later than earlier targets.
Petroleum Nominees applied for leave to sue on Central's behalf, naming directors Askin, Faull, Dunmore and Heugh and the placees. It seeks a buyback of the 4 April placement shares at the price paid, or damages. Central will oppose it vigorously.
Central is investigating a separate listing of its Pedirka Basin coal assets, saying the market gives them little value. The new entity would have its own board and management, with Central keeping an equity interest. Details are to follow.
Andrew Whittle, a geologist with 42 years' experience, and CFO Bruce Elsholz were appointed directors from 25 April. The board grows as a requisitioned meeting looms (inference: possibly related).
Directors accepted the second requisition as valid and will convene a general meeting. The requisitioning holding was corrected to 6.38%. Shareholders will vote on replacing three of four directors, resolving the validity question.
A second requisition, from shareholders claiming 6.45%, again seeks to replace Askin, Faull and Dunmore with Cockcroft, Goodall and Philis. Directors are checking its validity. This follows the first requisition being ruled invalid.
Terrex Seismic won the contract for 82 km2 of 3D seismic over Surprise in EP-115, plus 60 km of 2D nearby and 132 km of 2D at Pellinor in the northern Pedirka Basin. Acquisition is planned from mid-May, with 3D processing done by early August.
Chair Askin's letter defends Heugh's dismissal, says no new MD will be appointed, and says several farm-in negotiations are under way, with Central not wanting to fund drilling 100%. It targets EPT start in May and seismic from mid-May. It is mostly management messaging.
The court dismissed Heugh's injunction application and ordered him to pay Central's costs. This resolves that application and clears the way for the removal meeting, though his termination claim continues.
Central responded to press speculation that Hess Corp is its preferred farm-in partner, saying it has no preferred farm-in partner. Any deal will weigh terms and the partner's financial capability. No agreement is announced.
Heugh applied in the WA Supreme Court to stop the company calling or moving a meeting to remove him as director, pending his wrongful termination case. Central will oppose it vigorously.
Directors intend to move a resolution at a general meeting to remove John Heugh as a director. He was terminated as MD on 26 March and remains a non-executive director. This escalates the board dispute.
Central settled the $11m placement after a Queensland court dismissed an injunction bid by Petroleum Nominees. Petroleum Nominees must file for leave to sue on Central's behalf by 20 April. The funds are in, but litigation over the placement is pending.
Directors declared the 3 April requisition invalid because of irregularities and uncertainties, and will not call a general meeting on it. This resolves that requisition, though the board-control dispute remains open.
Central completed an $11m placement of 130m shares at 8.5c, a 6% discount to the 5-day VWAP, to fund Surprise appraisal and support farm-out talks. Placees get one free 12.5c option per two shares, subject to shareholder approval. Follows the 5.5c raisings in February.
What it means for a shareholder
130m new shares at A$0.085 to raise about A$11.0m. That's 9.4% dilution: every existing holder's slice gets 9.4% smaller. If you held A$1,000 of shares (11,765 at the issue price), your slice goes from 0.000939% to 0.00085% of the company. To keep it you'd need 1,220 more shares - about A$104 at the issue price.
Central received a requisition from shareholders claiming 10.14% to replace chair Askin and directors Faull and Dunmore with Cockcroft, Goodall and Philis. Heugh, the terminated MD and now a non-executive director, is among the requisitioners. Directors are checking validity. This follows the 28 March warning.
Central says it has heard shareholders plan to requisition a meeting to replace chair Henry Askin and directors Richard Faull and William Dunmore with Peter Cockcroft, John Jetter and Colin Goodall. No requisition has been received yet.
Kintore bypass road for EPT transport is nearly complete and storage tank leasing is well advanced. Surprise 3D seismic is aimed to be acquired before the EPT starts to avoid interference. Central also reports a new farm-in initiative with encouraging results, without detail.
Central has terminated MD John Heugh's employment; he has sued in the WA Supreme Court and stays a non-executive director. COO Dalton Hallgren becomes Acting CEO. The company will defend the action, a sudden leadership change after the Surprise discovery.
Central notes that an independent Edison research report is on its website, and disclaims responsibility for its contents. The announcement contains no figures.
Half-year report to 31 December 2011 restates the strategy and the Surprise-1 REH discovery, and lists Babington as alternate director. Financial figures are not visible in the text provided.
Central releases an updated company presentation titled 'Transition to Production' covering the Surprise-1 REH discovery at about 400 bopd and planned EPT and 3D seismic. The visible text shows nothing beyond already-known information.
Central and Rawson agree to combine the Simpson, Bejah and Pellinor farm-ins in EP 97 into one arrangement. The Dune block farm-in, in which Central had not yet earned an interest, is removed, though Central keeps a right to match any offer Rawson accepts.