Past year: ▲ 75%(4.40c – 10.5c AUD)
Each one in plain English, with the numbers worked through for a shareholder.
16 May 2014director officer appointment● NeutralMajor
Anthony Wooles moves from executive to non-executive chairman, Geoff King becomes deputy chairman, and Steven Larkins is confirmed CEO on a $130,000 base salary plus fundraising and acquisition-linked bonuses. A Sydney office opens alongside Perth.
2 May 2014director officer appointment● Neutral
Following completion of the Phoenix acquisition and the $6m raise, Geoff King, Andrew Carroll, Nigel Hartley and John Theobold join the board, and David Eiszele and Winton Willesee resign. Jarrod White becomes joint company secretary.
1 May 2014annual report● Neutral
Second part of Phoenix's 2012 annual report: the Deloitte audit report and independence declaration, with a clean opinion. Historical filing with no new information.
1 May 2014other● Neutral
ASX pre-reinstatement notice listing the documents High Peak is releasing: holder distribution, capital structure, financial position, Phoenix audited accounts and governance statements. No new substance of its own.
1 May 2014annual report● Neutral
Phoenix's 2011 annual report, released as pre-reinstatement disclosure. It shows a royalty strategy, three producing royalties, and a shelved IPO because of weak markets. Historical background only.
1 May 2014other● Neutral
Updated use of the $8.2m funds: $3.25m earmarked for prospective royalty acquisitions, $820,000 to repay the RMB facility, and $2.1m working capital. Pro forma net assets reach $40.5m, mostly capitalised exploration costs of $30.7m.
1 May 2014annual report● Neutral
Phoenix's 2012 annual report, released as pre-reinstatement disclosure. It notes the Surprise-1 oil discovery, a 10% placement to Anglo Pacific, and Steven Larkins as CEO. Historical background only.
1 May 2014listing compliance notice● Neutral
ASX repeats that High Peak shares (HPR) and options (HPRO) resume trading on 5 May 2014, after compliance with the re-admission rules. Administrative duplicate of the ASX notice.
1 May 2014annual report● Neutral
Phoenix's audited accounts for the year to 30 June 2013 showed a net loss of $1,033,467, against $758,680 the year before. They were released on 1 May 2014 as pre-reinstatement disclosure and list Phoenix's own board and CEO Steven Larkins.
1 May 2014other● Neutral
Corporate governance statement released ahead of reinstatement, setting out High Peak's position against ASX best-practice recommendations. It notes no nomination committee and no women in senior executive roles or on the board. No new commercial information.
1 May 2014security holder rights change● Neutral
Post-merger capital structure: 165,085,459 shares on issue, including 123,676,529 to Phoenix holders and 24m from the raise. About 1,715,333 more shares are due in compulsory acquisition. Top holder Indian Ocean Resources holds 7.47%; AGL holds 1.05%, a dilution from 9.99% (inference).
1 May 2014listing compliance notice▲ GoodMajor
ASX will reinstate High Peak to quotation on 5 May 2014 after the 24 March suspension, with code HPR (changing from TEY on 2 May). There are 137,044,687 quoted shares and 10,280,000 quoted options at $0.35. Some shares and options are escrowed.
30 Apr 2014quarterly activities report● Neutral
March 2014 quarter: Phoenix merger approved at the 24 March meeting, 1:5.55 consolidation approved, and Phoenix acceptances reached 98.72%. Cash at 31 March was $2.21m, before the $6m raise. Geothermal licences are being maintained.
30 Apr 2014business combination● Neutral
The Phoenix offer closed with High Peak holding 98.78% of Phoenix. It has started compulsory acquisition of the remaining 1.22%, expected to take 4 to 6 weeks.
28 Apr 2014security holder rights change● Neutral
High Peak issues 12,862,012 options at $0.35 expiring after 3 years: 760,000 to Phoenix option holders, 9,600,000 attached to the 24m-share public offer, and 2,502,012 to Argonaut for advisory services. Quotation is sought.
22 Apr 2014business combination▲ GoodMajor
The Phoenix acquisition is completed (over 98% of shares) and Torrens is renamed High Peak Royalties. With the $6m raise, cash is over $8m for further royalty purchases. Trading is expected to resume in early May under code HPR.
15 Apr 2014business combination▲ GoodMajor
ASX grants conditional approval for reinstatement, so all defeating conditions of the Phoenix takeover are now met. Acceptances are 98.6%. Share issues are expected around 16 April, with trading reinstatement targeted for early May 2014.
9 Apr 2014capital raising announcement▲ GoodMajor
Torrens closes its prospectus offer having raised $6m, including $2m of oversubscriptions, which meets the $4m minimum condition of the Phoenix bid. Acceptances stand at 97.6%; the offer is extended to 29 April 2014 while ASX re-admission approval is awaited.
4 Apr 2014business combination▲ GoodMajor
Torrens' voting power in Phoenix has passed 90%, meeting the minimum acceptance level for the takeover. Other conditions, including the $4m raise and ASX re-admission, were still required according to the earlier extension notice.
26 Mar 2014business combination● Neutral
Torrens extends the Phoenix offer and the $6m prospectus offer from 1 April to 15 April 2014. Acceptances stand at 83% against the 90% needed, and ASX conditional approval for re-admission is still awaited. A $4m minimum raise is also a condition of the bid.
24 Mar 2014listing compliance notice● NeutralMajor
Torrens shares are suspended from quotation on 24 March 2014, at its own request, pending the shareholder meeting on the change in the nature and scale of activities. They stay suspended until the company complies with ASX Chapters 1 and 2 (re-admission requirements).
20 Mar 2014business combination▲ Good
Torrens' voting power in Phoenix has risen above 75% under the takeover offer, continuing the climb toward the 90% minimum acceptance condition.
19 Mar 2014business combination▲ Good
Torrens' voting power in Phoenix has risen above 50%, giving it control of a majority of Phoenix shares through the takeover offer.
18 Mar 2014business combination▲ Good
Torrens notifies that its voting power in Phoenix has passed 25% under the takeover offer. An early sign of acceptances coming in.
14 Mar 2014half year report▼ Bad
Half-year to 31 December 2013: loss $522,494, up from $116,641 a year earlier, including a $200,000 environmental rehabilitation provision. Cash $2.53m, net assets $4.63m, no debt. The Phoenix merger is disclosed as the main development.
26 Feb 2014investor presentation● Neutral
Investor presentation promoting the Phoenix merger and a new ASX royalty company, High Peak Royalties, with an indicative market value of about $40m. Repeats the known terms: 1:5.55 consolidation, raise of up to $6m at $0.25 and $2m cornerstoned by Wooles.
18 Feb 2014capital raising announcement● Neutral
Re-lodged prospectus for the same raise of up to $4m at $0.25 a share, now including the solicitors' and investigating accountant's reports left out of the 17 February version. No change to terms.
17 Feb 2014business combination● Neutral
Torrens lodges its Bidder's Statement for the Phoenix takeover, offering 1 Torrens share per Phoenix share after a proposed 1:5.55 consolidation (5.55 pre-consolidation). Offer runs 20 February to 1 April 2014, and Torrens is to be renamed High Peak Royalties. Phoenix's board recommends acceptance.
17 Feb 2014business combination● Neutral
Torrens forwards Phoenix's Target's Statement, in which each Phoenix director recommends accepting the 1-for-1 post-consolidation scrip offer unless a superior proposal emerges. Offer closes 1 April 2014. Repeats the known terms.
17 Feb 2014capital raising announcement● NeutralMajor
Torrens issues a prospectus to raise up to $4m (minimum $2m) at $0.25 a share, with 2 free options per 5 shares, plus up to $2m oversubscriptions. It also offers AGL up to 13,916,950 shares under its top-up right. All of it depends on the Phoenix bid going unconditional, shareholder approval and ASX re-admission.
