Each one in plain English, with the numbers worked through for a shareholder.
22 Apr 2014investor presentation● Neutral
Investor briefing slides in Sydney and Melbourne repeat known facts: cash $26.0m at 31 December 2013, three-part strategy, and ATP 529P resource estimates (2C 247.8 Bcf, 3C 1,042.9 Bcf). Market cap $18.3m at 12c per share.
AGL and Galilee agree a workover of the Glenaras pilot to perforate and test only the top R1 coal, as proposed on 3 March. Cost is under $2.0m ($1.0m net to Galilee); work expected to start in about three months.
Half-year to 31 December 2013: loss $2.46m versus $4.27m a year earlier, due to lower spending at the Galilee Gas Project. Repeats the March 2014 Glenaras review and the ATP 799P relinquishment already announced.
Company Secretary Bill Lyne resigns after over 10 years. CFO Simon Brodie becomes sole company secretary, as the board says current activity levels allow one person to do both roles. Administrative.
Galilee's review concludes the Glenaras pilot's fracture-stimulated completion design is unsuitable, causing the minimal gas seen. The JV with AGL stops the pilot in its current form. Galilee proposes a cheaper recompletion; it says the Betts Creek coals could still support commercial gas.
Galilee reports shareholders overwhelmingly rejected the proportional bid on a show of hands; direct votes were about 42.0m against and 17.8m for. The takeover cannot proceed and any acceptances are rescinded, resolving the Mercantile bid in the board's favour.
Mercantile confirms Galilee shareholders voted against the proportional takeover, so Olympus will withdraw the offer and any acceptances become void. This ends the bid announced on 21 October 2013.
ASX suspends the temporary GLLE deferred-settlement shares immediately because the Olympus bid will not proceed. Ordinary GLL shares are unaffected. Administrative follow-on from the bid's failure.
Galilee restates its case against the bid: 15c is a 14% discount to cash backing of 17.1c, and ascribes no value to Glenaras or growth plans. Transfers need approval at the 21 January meeting. Directors unanimously say reject.
ASX circular on trading arrangements for the proportional bid: from 23 December, shares trade cum-offer (GLL) or in a deferred-settlement ex-offer market (GLLE) for those who accepted. The bid runs 18 December to 7 February. Administrative.
Galilee's directors unanimously recommend rejecting the 15c offer and voting against it at the 21 January 2014 meeting. If fully accepted, Olympus would hold about 51.16%. This is the board's formal response to the October proposal.
Olympus says it has finished sending its replacement bidder's statement; the 15c offers are dated 18 December and close 7 February 2014 unless extended or withdrawn. The bid is now formally open, though it still needs shareholder approval.
Key terms of service agreements from 31 October 2013: MD Lansom $325,000 and Executive Director Bilston $300,000 base, plus short-term incentives up to 30% and 25%. Three months' notice and six months' base payment if terminated by the company.
Olympus lodges a replacement bidder's statement for the same 15c proportional offer, replacing the 25 November statement and the supplementary one. Offer dates still blank; it expires in February 2014. No change to price is stated.
Ray Shorrocks, a Patersons Securities director with over 20 years in investment banking, joins as independent non-executive director. This fills the independent NED seat the board was seeking, and completes the board after the October turnover.
Olympus notes that shareholders passed the special resolution reinstating the proportional-takeover approval rule (Rule 36) at the AGM. The 15c offer now proceeds only if shareholders approve it at a meeting, and Olympus urges them to vote yes.
At the AGM the MD says ATP 799P is unlikely to hold commercial hydrocarbons and the board recommends relinquishing it. Glenaras makes about 3,000 bwpd of water with minimal gas, after a pump failure; reserves unlikely before Q1 2014. Plans diversification; cash $27m.
Galilee confirms receipt of the unsolicited bidder's statement and tells shareholders to take no action. It will not withdraw AGM Resolution 5, which renews the three-year shareholder-approval rule for proportional bids, and would then call a meeting on the bid.
Mercantile's subsidiary Olympus lodges its formal bidder's statement: 15c cash for one of every two shares, with no conditions and no minimum acceptance. This turns the October 21 intention into a formal proportional bid; 13.5c was the 22 November close.
Chairman King says over $64m has been invested in ATP 529P without completed testing, and Glenaras results are likely delayed to end of Q1 2014 or later. He plans a decision on ATP 799P by the AGM and a diversified acquisition strategy. Haworth is no longer employed; Mercantile's 15c bid is said to be about 20% below cash backing.
31 Oct 2013director officer appointment● NeutralMajor
Malt's nominees take the top roles: Dr David King Chairman, Peter Lansom Managing Director, Paul Bilston Executive Director. They begin a permit review and a growth plan, saying the company faces a binary outcome tied to the Glenaras pilot.
2013 annual report: cash $27.1m at 30 September. Notes the board turnover, the Mercantile proposal and AGL's expectation of meaningful field results by Q1 2014. An independent resource opinion is targeted by the end of the first half of 2014, a critical period.
30 Oct 2013director officer appointment● NeutralMajor
Young, Camarri and Jensen resign and will not stand at the AGM. The Malt-backed directors withdraw the Supreme Court action, which Galilee consents to. This ends the board dispute in Malt's favour.
At the 18 October directions hearing, the derivative action leave application was set for a two-day hearing from 2 December 2013. Galilee and the three defendant directors will oppose it, and agreed to give seven days' notice before appointing any director.
Galilee's board reports receiving Mercantile's letter of intent for a 15c proportional takeover against a 13c close, and advises shareholders to take no action until offer details arrive. Re-release of the letter; no formal offer yet.
Mercantile (Sir Ron Brierley's company) says it intends a proportional takeover for 50% of each holding at 15 cents, a 15% premium to 13c. If successful it would cut costs, stop ATP 799P spending and seek to return cash to shareholders.
The three Malt-backed directors elected on 24 September have applied to the Queensland Supreme Court to sue, in Galilee's name, Haworth, Young, Camarri and Jensen for alleged breaches of duty. They also seek Jensen's resignation and a ruling voiding Haworth's contract. The board fight has become litigation.
Key terms of Glenn Haworth's General Manager contract from 24 September 2013: $350,000 base salary plus super, ongoing term, three months' notice with a three-month base payment on termination by the company.
Paul Jensen joins as independent non-executive director, and Glenn Haworth steps down as Managing Director to become General Manager. Announced on the day of Malt's requisitioned meeting, in what reads as a board response to that fight (inference).
Chairman Young rebuts Malt Energy's open letter ahead of the requisitioned general meeting, saying Malt, with 16.125%, seeks management control. He notes AGL wrote down the Galilee Gas Project in its accounts and is seeking a 12-month pilot extension from 1 December 2013.