Each one in plain English, with the numbers worked through for a shareholder.
30 Aug 2016director officer appointment● Neutral
Alexey Kruzhkov joins as non-executive director, as Waterford's board representative, replacing Alastair Beardsall who retired 31 May 2016. He also joins the subsidiary boards. This fills the board vacancy left by Beardsall.
US$20.8m of convertible notes (US$15.5m plus interest) and Waterford's US$9.9m note are rolled into promissory notes repayable 1 July 2018 at 15%, unsecured. This replaces the convertible notes, which were due 20 Sep 2016. A new US$5m Waterford facility funds the company to at least 30 June 2017. Total debt is US$30.76m.
Chairman/CEO Gander's service agreement is renewed from 30 May 2016 with no set term, at a base fee of GBP285,000 (previously GBP280,000). The GBP100,000 bonus is dropped. Mison stays at A$9,000 a month, and both continue deferring directors' fees.
Non-executive director Alastair Beardsall, Waterford's board representative, retired immediately for personal reasons after joining in 2010. The company is reviewing board composition. He held 1.25m shares via a pension plan.
Half-year to Dec 2015: no production or revenue, loss A$7.73m (A$5.47m a year earlier), cash just A$299,985. Equity fell to A$7.9m from A$41.7m at June 2015, which the report attributes to the tenge revaluation and weaker Australian dollar.
Appendix 4G corporate governance checklist for year to 30 June 2015, pointing to the governance statement in the annual report (pages 22-27). Administrative filing with no new company information.
Annual report for year to 30 June 2015: production halted in February 2015 on low domestic prices, costs cut ~40% (over US$2m a year). Well 19 was not fully completed for lack of funding. Debt funding continues because the Ministry of Energy waiver to issue shares has not been obtained.
Jupiter received a further US$1m under the 30 April 2015 Waterford framework, which allows up to US$10m of promissory notes; US$7.35m is now drawn. The October 2014 note (US$5.35m with interest) was rolled into a new Series B note. Management says funding covers calendar 2015.
Gander's service agreement is renewed for 1 Jul 2015 to 30 Jun 2016 at GBP280,000 base plus a potential GBP100,000 bonus, restoring the earlier fee level. Mison moves to a month-by-month arrangement at A$9,000 a month. Both continue deferring directors' fees.
Computershare, Jupiter's share registry, notifies that its Perth office moves to 172 St Georges Terrace from 15 June 2015. Administrative notice with no company-specific substance.
Well 19 testing found hydrocarbons, but a perforating-gun malfunction perforated only 6.3m of the planned 47.7m (~13%), and skin damage gave poor inflow. It needs re-perforating and acid stimulation once funded. Cash is ~A$2m, and a debt package is being negotiated.
Half-year to December 2014: revenue was A$3.61m, the loss A$5.47m (A$2.47m a year earlier) and cash A$5.65m, on production of 100,658 barrels. J-50 was shut in from 29 December 2014 and all production was shut in during February 2015 on low domestic oil prices.
Well 19 reached 3,068m, with logs showing hydrocarbons: ~84.6m net pay in the Mid Triassic T2B and ~10.4m in T2A. It will be briefly tested, then shut in with the other Akkar East wells until domestic oil prices recover.
Jupiter will shut in all oil production from 1 March 2015 because domestic prices are uneconomic, cutting running costs ~40% (over US$2m a year). Directors defer fees, and more capital is still needed in Q1. Well 19 reached 3,068m, logging under way.
1.6m convertible notes move from Greenpoint Investments (formerly SNG Investments) to Pebblestone Holdings. The beneficial owner and the terms are unchanged, so this is administrative.
Directors' performance rights (2.5m each for Gander, Beardsall and Kuandykov; 575,000 for Mison) expired unvested on 31 Dec 2014. Capital is 153,377,693 shares and 12.4m convertible notes at US$1.25, expiring 20 Sep 2016.
Service agreements for Chairman/CEO Gander and CFO Mison were renewed for six months, 1 January to 30 June 2015, with base fees of GBP140,000 (Gander) and A$45,000 (Mison). Their unvested performance rights expired and no new ones were granted.
Well 19 spud on 26 December (text says 2015, evidently a typo for 2014), targeting the mid-Triassic at 3,350m in about 60 days. Starting the well meets all 2014 work commitments under the Block 31 licence contract.
Trial licence extensions for J-51, J-52 and J-53 are proceeding, but J-50's is held pending a reserves-allocation dispute with MangistauMunaiGas over Akkar North (~8 mmbbl on Block 31). J-50 (~22% of recent revenue) shuts 30 Dec if unresolved; legal action is considered.
Well 19, the Akkar East well between J-51 and J-52, now has its drilling contractor mobilising. Spud is expected mid-December, with about 60 days to reach target depth in the mid-Triassic. It would go straight onto trial production if successful.
17 Nov 2014security holder rights change● NeutralMajor
Shareholders approved at the 11 Nov 2014 AGM an amendment to the convertible notes: if Jupiter completes a capital raising, the US$1.25 conversion price resets to the raising price, so more shares are issued per note. Waterford and Soyuzneftegas hold some notes.
The Block 31 exploration licence is extended to 29 December 2016, the second and final extension allowed, giving a 10-year exploration period. Well 19, the first Akkar East production well between J-51 and J-52, is expected to spud in mid-December 2014, funded by the Waterford loan.
Jupiter took an unsecured US$5m loan from its largest shareholder Waterford (29.5%), at 12% with interest accruing. It is repayable by 30 June 2015 or on a raise of at least US$20m, and Waterford may offset it against a future raising. The funds are for field operations including Well 19.
Annual report to June 2014. The chairman cites slow progress, funding constraints that have limited drilling, and approved reserves of ~64 mmbbl. An eighth well is planned for December, with equity and/or debt financing under review.
State approved West Zhetybai preliminary reserves of ~27.0 mmbbl C1+C2 (C1 4.0, C2 23.0), well below RES's 61.2 mmbbl in September 2013. It opens the trial production licence process for J-55, J-58 and J-59, but at least two more appraisal wells are needed, subject to funding.
Half-year to December 2013: revenue A$3.42m, loss A$2.47m (A$2.79m a year earlier), cash A$2.20m versus A$3.97m. Production ~112,000 barrels. J-54 drilling in 2014 depends on funding.
S&P Dow Jones March 2014 index rebalance notice covering many companies. The visible text does not show Jupiter; the list is truncated, so any effect on Jupiter is not confirmed.
Service agreements for Chairman/CEO Geoff Gander (base fee GBP280,000, bonus GBP100,000) and CFO/Company Secretary Scott Mison (A$90,000 for 60% time, bonus up to A$30,000) are renewed for calendar 2014. No change of leadership.
Jupiter has appointed Halyk Finance as market maker, so all agreements are now in place for its shares to trade on the Kazakh Stock Exchange from 10 December 2013. This follows the September 2013 KASE listing approval.
Annual report to 30 June 2013. The chairman highlights the September reserves results (102.5 mmbbl C1+C2 versus 37 mmbbl in 2012) and the KASE listing. Shares on issue remain 153,377,693, with Waterford at 29.5% and SNG at 19.8%.