Each one in plain English, with the numbers worked through for a shareholder.
14 Jan 2020business combination▲ GoodMajor
The Royalco offer closed with Fitzroy above 90%, so it will compulsorily acquire the remaining shares at the same 24 cents; notices went out 14 January. This completes the move from 47.76% to full ownership of Royalco.
Fitzroy's formal status notice: minimum acceptance met, market fall and prescribed occurrences conditions waived, voting power in Royalco 94.99%. Offer closes 13 January 2020.
Fitzroy declared its Royalco offer unconditional, free of all defeating conditions, with voting power about 93.91%. The offer still closes 13 January 2020.
Royalco notes the offer is unconditional and Fitzroy holds over 90%. It urges remaining holders to accept by 13 January; non-accepting holders will be compulsorily acquired and paid later.
Acceptances lifted Fitzroy's relevant interest in Royalco to about 93.91%, meeting the 90% minimum acceptance condition. The offer is final and closes 13 January 2020.
High Peak Royalties, Royalco's holder of about 10.68%, accepted Fitzroy's 24 cent offer for $1,312,908 cash, roughly $240k above its cost. This is the earlier-noted High Peak stake going to Fitzroy.
Royalco's independent committee recommends shareholders accept Fitzroy's 24 cent offer, in the absence of a superior proposal. The target's statement includes the independent expert's report.
Royalco notes the bidder's statement was sent and again tells shareholders to take no action. It has appointed BDO Corporate Finance as independent expert to judge whether the offer is fair and reasonable.
Bidder's statement sent to Royalco shareholders; the offer opened 5 December and is scheduled to close 13 January 2020 unless extended or withdrawn. Terms unchanged at 24 cents cash per share.
Fitzroy lodged its bidder's statement with ASIC for the 24 cents a share cash offer for Royalco. Offer dates were still blank. Formal step in the takeover announced on 14 November.
Fitzroy announced an off-market takeover for the rest of Royalco at 24 cents cash a share, valuing 100% at about $12.65M (about $6.61M for the shares it doesn't own). Fitzroy already holds 47.76%. Conditions include 90% acceptance. This replaces the earlier Weeks sale plan.
Royalco's board formed an independent committee of David Croll, its only director not also on Fitzroy's board, to assess the 24 cent offer. Shareholders are told to take no action for now; an independent expert will report.
ASX paused trading in Fitzroy shares pending a further announcement. No reason is given in the text; the takeover offer for Royalco followed the next day.
September quarter: Ungani averaged about 940 bopd; royalties of $130,913 received. Buy-back finished with 2,087,458 shares bought, leaving 86,363,401 on issue. Buru's Adoxa 1 found a possible ~10 metre oil zone, still to be tested, resolving the spud in the prior quarter.
Appendix 4G governance disclosure form for the year to 30 June 2019, pointing to the corporate governance statement. Administrative; no substance for shareholders.
FY19 annual report: revenue rose 62% to $390k on higher Ungani royalties; total comprehensive loss $1.119m (FY18: $4.113m income) on a small fall in the Byron Energy holding. Cash $1.251m (about 13.7 cents per share). Repeats the Spark and buy-back figures already known.
Annual corporate governance statement approved 8 October 2019. It again notes three directors and no executives or management. Compliance document with no new information.
FY19 loss of $432,000 against a $479,000 profit in FY18. Fitzroy paid US$500,000 (A$964,666) for a 1.43% stake in unlisted Spark Exploration and bought back 1,896,011 shares for $356,143. The buy-back ended 28 August 2019.
June quarter: Ungani averaged about 970 bopd; royalties of $112,273 received, $69,770 after quarter-end, and $357,934 over 12 months. Buru's Ungani 6H well failed after a sidetrack and Ungani 7H was deferred; Adoxa 1 spudded 24 July. 659,011 shares bought back.
March quarter: Ungani averaged about 1,030 bopd; royalties of $80,068 received, plus $112,273 after quarter-end. 529,338 shares bought back. Royalco's $5.8M Weeks sale is noted as subject to financing and shareholder approval.
Royalco, 47.76% owned by Fitzroy, agreed to sell its 1% Weeks Royalty interest to Royal Energy for $5.8M cash, below Fitzroy's earlier $6.6M bid. It needs buyer funding and Royalco shareholder approval; Fitzroy intends to vote in favour absent a superior proposal.
Only Deloitte's independence declaration and review report for the half-year to 31 December 2018 are included; the review found nothing to suggest the accounts are non-compliant. No financial figures appear in this text.
December quarter: royalties of $95,822 received; Buru's Ungani 4ST1 well flowed several hundred barrels a day before a pump failure, while Ungani West 1 found no commercial oil. Fitzroy also took a minority stake in unlisted Spark Exploration (North Sea). 707,662 shares bought back.