Each one in plain English, with the numbers worked through for a shareholder.
26 Jan 2005asset acquisition disposition▲ GoodMajor
On January 26, 2005 Endeavour completed the purchase of OER's minority interests for about $2 million in cash and 2.2 million Endeavour shares, resolving the November 2004 agreements. It now owns 100% of OER, renamed Endeavour Energy Norge AS. Shareholders were diluted by the new shares.
24 Jan 2005capital raising announcement● NeutralMajor
Endeavour raised $65 million through a private placement of 6.00% convertible senior notes due 2012, with investors holding a 30-day option for up to $16.25 million more. The notes convert into stock at about $5.02 per share and can be called after five years. Proceeds are for exploring and developing oil and gas properties, working capital and general corporate purposes. This is Endeavour's first convertible debt in this record and could dilute shareholders if converted. (The filing text says 'January 20, 2004', which appears to be a typo for 2005, as the indenture is dated January 20, 2005.)
Endeavour's subsidiary signed a license with PGS Exploration (UK) Ltd for seismic data covering 15,000 sq. km. of the Dutch North Sea, for £600,000 paid in installments. It is a data purchase, not a field or property acquisition, and it extends the company's North Sea focus into Dutch waters.
On January 3, 2005, Endeavour's board compensation committee granted stock options (exercise price $4.20) and restricted shares to six executive officers, and 3,460 fully vested shares to each of three outside directors in place of Q4 2004 fees. The two co-CEOs each received 250,000 options and 309,000 restricted shares in total. This adds shares for management and is dilutive to existing holders, but the filing gives no total figure.
30 Nov 2004asset acquisition disposition▲ GoodMajor
On November 23, 2004 Endeavour completed the purchase of Lundin's roughly 76% of OER for about US$27.6 million in cash, finishing the October agreement. OER brings interests in the Brage (4.4%), Njord (2.5%) and Agat (49%) fields, about 2,000 barrels a day of net production, and tax benefits the company values at about US$12 million. It also brings an existing Handelsbanken loan, with NOK 57 million (about US$9 million) outstanding, repayable through January 2006. The minority buyout is expected to close within 60 days.
Endeavour signed agreements with OER's 24 minority holders to buy the remaining 23.34% of OER, continuing the Lundin deal. Total consideration is about US$1.43 million in cash plus 2,183,617 Endeavour shares, with the share count subject to downward adjustment. Closing depends on the Lundin purchase closing first or at the same time, plus government approvals. For existing shareholders this means new shares will be issued.
Endeavour's Norwegian subsidiary agreed on October 12, 2004 to buy Lundin Petroleum's roughly 76% stake in Norwegian explorer OER Oil AS for NOK 172.5 million (about US$26 million) in cash. It plans to offer to buy the remaining minority shares for a mix of stock and cash. Closing is expected by year-end, subject to government approvals and other conditions. This is the first concrete step in the North Sea/Norway strategy described earlier.
Endeavour dismissed its auditor LJ Soldinger Associates LLC and hired KPMG LLP effective April 29, 2004, following the February 26, 2004 transactions that put a new management team in place with a North Sea-focused international strategy. The filing states there were no disagreements with the former auditor and no adverse or qualified opinions in the last two fiscal years.
RAM Trading, Ltd, Ritchie Maple Trading, Ltd, Ritchie Capital Management, L.L.C, RAM Capital, L.L.C, RAM Capital Investments, Ltd. Not applicable, THR, Inc, A.R. Thane Ritchie Not applicable, Ritchie Long/Short Fund, Ltd, Ritchie Long/Short Trading, Ltd, Ritchie Capital Multi-Strategy Fund, L.L.C, Ritchie Capital Multi-Strategy Fund, Ltd, Ritchie Capital Multi-Strategy Trading, Ltd, Ritchie Capital Management, Ltd disclosed a new substantial ENDEAVOUR INTERNATIONAL CORP shareholding (6.01% of votes).