Each one in plain English, with the numbers worked through for a shareholder.
21 June 2017regulatory community update● Neutral
MEC questions whether Grandbridge's s203D notice is valid and says no meeting has been convened, so shareholders need do nothing. It says the same resolutions were already rejected and intends, subject to legal advice, to prevent another meeting.
Grandbridge and Breeze-linked holders say they have given notice to remove directors Goh, Yap, Ambrosini and Yu and will convene a meeting under s249F, nominating Fontaine and Huston. This is a fourth attempt at the same board change that failed earlier in 2017.
The Venture Capital Board granted MEC a further two-year exemption, to 5 August 2019, from the Pooled Development Fund 30% cap. This lets MEC invest another $1.5M in Advent, resolving the open extension request and protecting funding for PEP11 and EP386 work.
Advent has appointed SLR Consulting to assess marine noise from the planned PEP11 2D seismic and has found a navigation services provider. Fishermen's stakeholder meeting set for the following week in Newcastle. Environment plan still needs NOPSEMA approval; survey still expected Q3 2017.
Breeze-linked parties withdrew the third meeting notice. MEC also explains its Pooled Development Fund 30% investment cap: the existing exemption expires 5 August 2017, and a further extension was requested on 24 March. If refused, further Advent funding would be limited to about $1.07M.
MEC clarifies that the 'vote for' recommendation in the Breeze-linked section 249F notice is not the company's. The board does not consider the resolutions in shareholders' interests and recommends voting against all of them.
The rights issue closed having raised only $638,081 at 2.8c (20.5M entitlement and 2.3M shortfall shares), against up to about $2.8M sought. Remaining shortfall may be placed by directors within three months. Breeze-linked parties did not take part.
MEC says Breeze, Trandcorp and Grandbridge issued a third notice requisitioning a shareholder meeting. The resolutions were already rejected at the February and March meetings. The board is considering legal options and sees no point in another meeting.
Reminder that the rights issue closes 5pm WST on Friday 28 April 2017. Shareholders who want to participate must return acceptance forms to the registry. No new terms.
The Takeovers Panel declined to conduct proceedings on the Grandbridge/Trandcorp/Breeze application against the rights issue. It saw no reasonable prospect of finding unacceptable circumstances, citing MEC's 20 April pro rata shortfall commitment. This clears the challenge to the raising.
MEC sets out how rights issue shortfall shares will be allocated: pro rata to applying eligible shareholders first, then directors may place any remainder within three months. No shortfall goes to directors or related parties. Responds to the Breeze-linked Takeovers Panel application.
MEC confirms receiving the Breeze-linked Takeovers Panel application on the rights issue. It says all eligible shareholders can take up entitlements and apply for shortfall. The issue is still scheduled to close 28 April.
Darryl Moore, a drilling engineer who designed Advent's 2010 Baleen exploration well, joins as non-executive director for $1 a year. He holds 666,667 shares via his wife. Adds technical depth to the board after the Breeze contest.
10 Apr 2017security holder rights change▼ BadMajor
The Takeovers Panel received an application from Grandbridge, Trandcorp and Breeze (12.67% voting power) challenging the rights issue. They say it dilutes them and gives the directors discretion over shortfall shares, and seek an interim order stopping share issues. No decision yet.
The rights issue closing date moves from 20 April to 28 April 2017 to allow for processing after the Easter holidays. Allotment is now expected 4 May. No change to price or terms.
Advent has begun stakeholder consultation for its PEP11 environmental plan, a prerequisite for the 200 km 2D seismic program. NOPSEMA must approve the plan first; the program is still expected in Q3 2017.
Advent expects to start the PEP11 2D seismic program in Q3 2017, pending approvals. It has submitted a well intervention proposal for EP386; approval may take about 6 months, with operations expected from September 2017 (the wet season delays earlier access).
Offer document for the 1-for-2 rights issue at $0.028 has been sent to eligible shareholders. The offer closes 21 April 2017 unless extended, shareholders may apply for shortfall shares, and the document describes the shares as speculative.
Letter to option holders: options carry no right to join the rights issue. To participate they must exercise vested options before the record date. Otherwise repeats the 14 March announcement.
Letter to eligible shareholders restating the 1-for-2 rights issue at $0.028, up to about $2.8M and 100,017,316 new shares, with offer documents due 23 March. Nothing new beyond the 14 March announcement.
Letter to shareholders outside Australia and New Zealand saying the rights issue is not offered to them because of compliance costs. Otherwise repeats the 14 March terms.
Replying to an ASX query, MEC says it is a Pooled Development Fund whose main investment is Advent. Half-year expenditure was $486K against $11K revenue; forecast Jan-Jun 2017 spend is partly shown. A BPH Energy loan at 20.97% is due and payable to MEC.
14 Mar 2017capital raising announcement● NeutralMajor
MEC launches a 1-for-2 non-renounceable rights issue at $0.028 to raise up to about $2.8M, not underwritten. Funds go mainly to Advent: $600K PEP11 2D seismic, $250K 3D planning, $1.2M EP386 well intervention. Directors intend to take up their entitlements.
Shareholders rejected removal of all four directors at the 9 March EGM, with about 86-88% voting against each. Goh, Yap, Ambrosini and Yu stay, resolving the Breeze-linked board challenge for now. A second defeat after the 16 February vote.
Chairman's address to the second EGM opposes removing the four directors, saying removal would leave too few directors. He notes defamation suits and the company's court action against Breeze, and that directors' fees are now $1. Largely repeats earlier positions.
MEC answers shareholder questions raised at the 16 February EGM (Advent IPO, immediate PEP11 drilling, Breeze's November 2016 termination, AGM voting, board residency) by pointing to a statement on its website. No new facts in the announcement itself.
MEC says Grandbridge's attempt to withdraw its requisition came under three hours before the proxy deadline, and the 9 March meeting to consider removing Goh, Yap, Ambrosini and Yu will go ahead anyway. The board says it is legally obliged to proceed.
Grandbridge (Breeze) withdrew its 249D requisition for the 9 March meeting after a proxy form error, and will instead convene a new meeting to appoint three nominees and remove Goh, Yap, Ambrosini and Yu. The contest continues.