Each one in plain English, with the numbers worked through for a shareholder.
21 July 2014debt financing● Neutral
Horizon formally launches its tender and consent offer to convertible bondholders, inviting them to sell bonds for cash and approve changes to bond terms. Follows the 2 July outline. Conditional on the Roc scheme completing; no guarantee it proceeds.
Roc shareholders voted down the resolution to amend Roc's constitution at the 11 July meeting, which Allan Gray's group had proposed. Horizon says the merger remains on track, with its scheme meeting on 7 August. Resolves the Allan Gray threat.
Roc reports a second, separate unsolicited non-binding proposal to acquire all its shares, and notified Horizon. It says Cliq Energy is not involved. No certainty of a formal offer. Adds to the possibility of a rival bid for Roc.
Horizon lodges the full Scheme Booklet for the Roc merger, to be mailed about 7 July. Scheme meeting is 7 August 2014. A re-release of the already announced booklet; the excerpt shows only legal notices.
Deloitte clarifies that its 'implied control premium' (17-28% to Horizon holders) only reflects Roc's share price rise since the announcement. It says both companies' shareholders have enjoyed a premium. Horizon rose from A$0.34 to A$0.385; Roc from A$0.455 to A$0.56.
Roc's release repeats Horizon's announcement that the court approved the Scheme Booklet and ordered a Horizon shareholder meeting. It repeats the 0.724 exchange ratio and adds no new information for Horizon holders.
Federal Court approves the Scheme Booklet and orders a Horizon shareholder meeting for 7 August 2014. Directors unanimously recommend voting for the 0.724 ROC-share scheme absent a superior proposal, and Deloitte finds it in shareholders' best interests.
Horizon releases the bondholder notice with key terms: tender price is the early redemption amount plus 575 basis points and a 50 basis point consent fee, plus accrued interest, paid after scheme implementation (expected late August). Repeats the earlier offer; the remaining detail is not shown in the excerpt.
Horizon offers convertible bondholders about US$111.25 per US$100 face plus accrued interest, versus about US$105 early redemption on merger. Conditional on the scheme. It aims to simplify the capital structure and limit dilution. Documents due about 21 July.
Horizon releases Deloitte's independent expert report, which concludes the Roc merger is in the best interests of Horizon shareholders. Scheme Booklet is due to be sent about 7 July if the court approves the first hearing. Resolves the open expert-opinion item.
Roc has told Horizon it received a confidential, non-binding approach from a third party. Horizon knows nothing further and says its board remains committed to the merger. First court hearing is set for 3 July. This raises the possibility of a competing bid.
Roc confirms it received an unsolicited, indicative and incomplete proposal to acquire all its shares, and notified Horizon as the merger deed requires. No certainty of a formal offer. Confirms the third-party approach Horizon disclosed the same day.
Roc responds to its shareholders' questions on the 11 July meeting, defending its governance process. It says Horizon does not presently intend to consent to a Roc constitution change and may claim damages if it passes. A Roc document; it highlights deal risk.
CEO's UBS conference presentation: market value A$494m at A$0.38, EBITDA about US$11m a month, 2P reserves 15.9 mmbo, exit-2014 production about 5,000 bopd net. Notes the US$78m Osaka Gas payment was received 12 June. Mostly known facts.
18 June 2014regulatory community update▲ GoodMajor
Horizon confirms receipt of the US$78m Osaka Gas first payment (text says 12 July, apparently meaning 12 June), completing that sale. Stanley-5 spudded 15 June; Maari sidetrack spudded 11 June; Beibu Gulf passed 5m barrels. Scheme Booklet due early July.
Horizon releases the RISC technical specialist report on Horizon and Roc assets, prepared for Deloitte's independent expert review of the merger. It is released because Roc already published its version. The excerpt shows only contents pages, no figures.
Roc chairman's cover letter to ROC shareholders summarises the Grant Samuel report and urges a vote against Allan Gray's 11 July meeting resolution. Repeats the previous announcement; no new information for Horizon holders.
Roc releases Grant Samuel's report finding the merger fair and in the best interests of ROC shareholders. It also notes fund manager Allan Gray has requisitioned a ROC meeting on 11 July to frustrate the merger. A ROC-side document; it adds a risk to the deal.
PNG granted the Stanley development and pipeline licences on 30 May, the last condition for the Osaka Gas sale. Horizon is due about US$78m within 10 business days of the US$204m total. This also meets a condition for the Roc merger.
Horizon says a press report that it had secured the Stanley development licence is premature. Approval, the signed Gas Agreement and acceptance of the offered licence are already known; the grant awaits the Minister, with the landowner forum still in progress.
CFO's Macquarie conference presentation gives market value of A$494m at A$0.38 and cash of US$23.2m at 31 March. Debt drawn is US$119.2m, with the US$80m convertible bond; net debt is US$176.0m. Targets exit-2014 production of about 5,000 bopd net. Mostly known facts.
Roc's chairman writes to ROC shareholders promoting the merger, repeating the terms and saying completion is scheduled for August 2014. It is a ROC document with no new information for Horizon holders.
Horizon agrees an all-scrip merger of equals with Roc Oil by scheme of arrangement: 0.724 ROC shares per Horizon share, giving Horizon holders about 58% of the merged group. Horizon's board recommends it, subject to an independent expert and no superior proposal. Bondholders get a redemption right.
Joint presentation on the Roc merger repeats the terms announced the same day: 0.724 ROC shares per Horizon share, about 58%/42% ownership, pro forma market value about A$800m, 2P reserves 36.9 mmboe. No new terms.
PNG's executive council approved the Stanley gas condensate project, and the Gas Agreement is to be signed on 17 April. Grant of the development licence, due within two weeks of signing, is the last step to completing the Osaka Gas sale, releasing about US$77m.
OMV says the Ensco 107 rig has arrived in New Zealand and is heading to Maari, with drilling due to start in April. The five-well growth program, expected to run well into 2015, follows the 2013 shut-in. Horizon holds 10%.
Horizon cuts its Maari/Manaia reserves, as at 31 December 2013: 1P to 3.3 from 4.1 mmbo, 2P to 6.0 from 8.6 mmbo. It calls this a provisional, conservative lender-report basis, and says production is running about 15% above forecast. A fuller update is expected in early 2015.
Half-year to 31 December 2013: revenue US$64.8m, a loss of about US$0.05m, and cash of US$37.1m (US$19.0m at 30 June). Beibu Gulf is about 15,000 bopd gross. Maari restarted in December after the shut-in.
Half-year results presentation repeats the 28 Feb report: revenue US$64.8m, loss about US$0.05m, cash US$37.1m, US$134.3m drawn on the debt facility. Adds production up 311% on the prior period and says reserves are expected to rise materially after Tingu-1. Mostly known facts.