Each one in plain English, with the numbers worked through for a shareholder.
2 June 2006material agreement● NeutralMajor
On May 26, 2006 Endeavour's UK subsidiary signed a put and call option agreement with Paladin Resources to buy Talisman Expro Limited for $414 million (subject to adjustments, including for a January 1, 2006 economic date and $163 million of inter-company debt). TEL holds Goldeneye and Bittern, and will add Ivanhoe, Rob Roy, Hamish, Renee, Rubie, Caledonia and Alba. This is a much larger UK North Sea purchase than the Enoch stake. Closing is expected before year-end, subject to regulatory and third-party consents. Endeavour guarantees its subsidiary's obligations, $25 million in liquidated damages is payable if it fails to complete after the conditions are met, and the filing says financing commitments cover the full price.
Citadel Limited Partnership, Citadel Investment Group, L.L.C, Kenneth Griffin, Citadel Wellington LLC, Citadel Kensington Global Strategies Fund Ltd, Citadel Equity Fund Ltd disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (5.20% of votes).
Luxor Capital Partners, LP, LCG Select, LLC, Luxor Capital Partners Offshore, Ltd, LCG Select, Offshore, Ltd, Luxor Capital Group, LP, Luxor Management, LLC, LCG Holdings, LLC, Christian Leone reported a ENDEAVOUR INTERNATIONAL CORP shareholding of 4,993,542 shares (6.20% of votes) in a periodic institutional filing.
Endeavour settled its litigation with The GHK Company, GHK/Potato Hills Limited Partnership and Brian F. Egolf on January 25, 2006. It must issue them 1,500,000 common shares within fifteen days, in return for a full mutual release and dismissal of all pending suits with prejudice. It must also file a resale registration within sixty days of the registration rights agreement. The filing gives no cash amount; the new shares dilute existing holders.
Endeavour's UK subsidiary agreed on December 8, 2005 to buy an 8% interest in the Enoch Field in the North Sea from Petro-Canada UK for about $11.6 million, with production expected in Q4 2006. Closing is expected around year-end, subject to partner and regulatory approvals. Paladin Expro Limited operates the field with a 24% interest. This adds a UK North Sea development asset.
New executive vice president and CFO Lance Gilliland received inducement grants of 400,000 restricted shares and options on 400,000 shares at $5.02, based on the August 26, 2005 start of his employment. Both vest one-third on each of the first three anniversaries. This adds shares for management and is dilutive to existing holders.
What it means for a shareholder
400,000 new shares at $5.02 to raise about $2.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Luxor Capital Partners, LP, LCG Select, LLC, Luxor Capital Partners Offshore, Ltd, Luxor Capital Group, LP, Luxor Management, LLC, LCG Holdings, LLC, Christian Leone disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (7.20% of votes).
Endeavour sold its 94.77% interest in PHT Partners, L.P. to Salamander Energy (Thailand) Limited for $19.5 million in cash on April 22, 2005. PHT's assets are a 21.08% interest in APICO, LLC, which holds a 35% interest in the Phu Horm Gas Field licenses in Thailand and two exploration blocks. This exits the Thailand holding, consistent with the North Sea focus. Separately, Endeavour announced a deal with ADTI to use the Arctic II rig to drill two exploratory wells in the UK North Sea in 2005, with locations and timing to come.
Endeavour sold a further $1.5 million of its 6.00% convertible senior notes due 2012 on March 1, 2005, bringing the total issued to $81.25 million, with the same terms as before. Fees across the offerings are estimated at $4.0 million. The $81.25 million total is above the original $65 million plus $16.25 million option.
Endeavour sold another $14.75 million of its 6.00% convertible senior notes due 2012 on February 24, 2005, as investors exercised part of their option from the January placement, bringing the total to $79.75 million. The terms are unchanged, including conversion at about $5.02 per share. Placement fees and expenses for both rounds are estimated at $4.0 million.
