Each one in plain English, with the numbers worked through for a shareholder.
27 Dec 2019other● Neutral
MEC publishes its Whistleblower Policy, dated 24 December 2019, setting out how misconduct can be reported and how whistleblowers are protected. Reports can go to the Chairman, Michael Sandy, if needed. A governance document with no financial content.
Re-release of the Takeovers Panel decision with the date corrected to 16 December 2019. Content is otherwise identical: no declaration made, matter referred to ASIC.
Takeovers Panel declines to declare unacceptable circumstances, finding insufficient evidence of a control effect from the rights issue. It refers the matter to ASIC, citing concerns about fundraising transparency, the placement agent's links to placees, and missing substantial holder notices. The release carries a wrong date.
MEC calls an anonymous letter to some shareholders misleading for suggesting MEC will divest its oil and gas assets. It says it holds 53% of Advent but has no seat on Advent's board, and the only disposal contemplated is a possible in-specie distribution of its Advent shares.
Takeovers Panel President declines interim orders on the shareholder application, saying any problem can be fixed by final orders. The 25 November AGM goes ahead as scheduled.
Shareholders including the Anstey Super Fund apply to the Takeovers Panel over MEC's rights issue shortfall placements. They allege the placees are linked to the financial adviser and hold a collective 45% of MEC. They seek to adjourn the AGM and have the shares sold. The Panel makes no comment on the merits.
Robert Marusco, an accountant with over 30 years' experience, becomes Joint Company Secretary with immediate effect. This fills the secretary role vacated by Deborah Ambrosini's March resignation, though the text does not link them.
FY19 loss was $1.34M, down from $9.83M in FY18, which included the PEP11 write-down. Net assets fell $877K to $9.68M. The year included the Advent stake rising to 53%, the new Pooled Development Fund investment scope, and the $363,558 rights issue.
Shortfall placement period closed on 10 August 2019. A final 21.0M shortfall shares, worth $105,100 at $0.005, were applied for after the 6 August notice.
MEC confirms settlement of all disputes with BPH, Grandbridge, Trandcorp and Breeze, ending litigation running since November 2016. MEC's Advent board seats go, the $3.6M Advent loan is limited to conversion into Advent shares at 80% of the 5-day VWAP before a PEP11 well, and MEC must back an in-specie distribution of Advent if asked.
BPH reports a settlement ending the oppression case and other MEC disputes. Advent's board is replaced, MEC cannot interfere with it until July 2021, and MEC's $3.6M Advent loan becomes recoverable only as Advent shares before a PEP11 well. MEC can sell Advent shares only by in-specie distribution for one year.
MEC places a further 43.7M shortfall shares at $0.005: 23.3M for $116,500 cash and 20.4M to creditors in lieu of $101,803 owed. Follows a 22 July placement. About 65.5M shortfall shares remain available.
BPH publishes the Statement of Claim in the defamation action first reported in March 2019, against MEC and six others. Claims are for damages, including aggravated damages, injunctions and costs, plus injunctions over use of the share register. No amount is stated.
Advent's subsidiary Onshore Energy wins a $200,000 WA government grant matching drilling spend 1:1 for a new EP386 well in the Waggon Creek area targeting a formation with live oil shows. The well must be finished before 30 June 2020.
A replacement announcement said the rights issue closed on 10 May 2019 with 65,592,243 entitlement shares taken up and applications for 7,118,087 shortfall shares, raising $363,551.65. A further 269,157,716 shortfall shares could be placed by the directors within three months.
Rights issue closed with only 65.6M entitlement shares taken up plus 7.1M shortfall applications, raising $363,552 against the up to $1.7M sought. A further 269.2M shortfall shares can be placed within three months. Funds go first to Advent, then new investments and working capital.
Rights issue closing date extended from 3 May to 10 May 2019 after the share registry's application form wrongly showed $0.007 per share; the correct price is still $0.005. Corrected forms are being posted.
Letter telling shareholders with addresses outside Australia and New Zealand that they cannot take part in the rights issue. Their non-renounceable entitlements lapse with no payment. Administrative.
Standard letter to eligible shareholders restating the 1-for-1 rights issue at $0.005, with shortfall applications allowed and no shareholder approval needed. No underwriter or broker. No new information.
Chairman Sandy writes of a 'relaunch': back PEP11 via 3D seismic first, use the widened investment mandate for new projects, and take part in the rights issue. He acknowledges legal disputes and says MEC funds 100% of Advent despite owning 53%.
Letter to option holders on the rights issue: options carry no entitlement unless exercised before the 12 April record date. Repeats the offer terms ($0.005, 1-for-1, up to $1.7M); no new information.
MEC launches a 1-for-1 non-renounceable rights issue at $0.005 a share to raise up to about $1.7M, versus 1.2-1.6c trading last November. Funds go to new investments, Advent Energy exploration and working capital. Full take-up would double shares to about 684M.
Prospectus for the 1-for-1 rights offer at $0.005 per share, closing 3 May 2019. It is described as highly speculative and is not underwritten. Repeats the terms announced the same day.
BPH and others start an oppression-of-minority-shareholders action against MEC in the WA Supreme Court under sections 232-233 of the Corporations Act, seeking orders regulating MEC's affairs. A further front in the BPH dispute; no details of the claims given.