Each one in plain English, with the numbers worked through for a shareholder.
8 Oct 2019business combination▼ BadMajor
Metgasco's directors unanimously recommend rejecting Melbana's offer, calling it wholly inadequate. They say it is a 20.0% discount to market on 2 October closing prices. Melbana's own expert valued the offer at 4 to 4.4c against Metgasco shares at 4.4 to 5.5c. This is the formal rejection of the bid.
Metgasco says Melbana has not disclosed the outcome of the Cuban Council of Ministers meeting on its Block 9 extension and guarantee waiver, and would not confirm whether they were granted. It raises serious concerns about whether bid recipients are informed. Block 9 approval was an open thread.
Melbana lodged a supplementary bidder's statement attaching the Block 9 approval and Beehive option extension announcements, and urges Metgasco holders to accept. The offer is due to close 24 October 2019 unless extended. No new terms.
Cuban authorities approved Melbana's Block 9 amendments. The current sub-period extends to 1 November 2020 with one well still required, the exploration period extends a year, and Melbana is in compliance or waived. About 1% of the area is relinquished, cutting best-estimate prospective resource from 718 to 676 million barrels. Resolves the open extension thread.
3 Oct 2019farm in farm out agreement● NeutralMajor
Melbana agreed to Santos and TOTAL's request to extend their Beehive (WA-488-P) option period by one month. They now have until 4 November 2019 to decide, and the options expire 4 December 2019. They said technical work was complete and they needed time for commercial analysis and internal approvals.
Metgasco's directors unanimously say Melbana's offer materially undervalues the company and advise shareholders to take no action. A formal recommendation is due in the target's statement by 9 October. This is a rejection signal, not yet the formal response.
Melbana confirmed the bidder's statement was sent to Metgasco holders on the 17 September record date, and the offers are dated 24 September 2019. Administrative notice with no new substance.
Melbana began posting its bidder's statement to Metgasco shareholders on 24 September 2019. The offer, 4 Melbana shares per Metgasco share, closes 7pm Sydney time on 24 October 2019 unless extended. The statement was lodged 10 September, so this is mainly the formal despatch.
Melbana set 7pm on 17 September 2019 as the record date for deciding who receives bid documents in its takeover offer for Metgasco. Administrative timetable notice with no new terms.
Good Oil Conference presentation with the usual disclaimers and company data: about 1,875m shares, market cap about A$20.6m, cash about A$3.7m at 30 June 2019. Repeats known information; no new substance in the text provided.
Melbana lodged its bidder's statement for the off-market all-share takeover of Metgasco. This formalises the bid announced in July; the offer close date is left blank in the text provided.
Melbana's independent committee waived breaches of bid conditions from Metgasco's Bridgeport farm-in on ATP 2021 and its A$10.2m Gulf of Mexico impairment. It is reviewing a Metgasco option over the L14 licence, exercisable by 15 November 2019, and reserves its rights.
Conference presentation on Beehive restating known facts. It shows about 1,875m shares, market cap about A$20.6m (30 August) and cash about A$3.7m at 30 June 2019. Mostly known information.
ASIC extended by 18 days, to 3 October 2019, the deadline for Melbana to send its Metgasco bidder's statement. The time is needed to finish the independent expert's report required for the shareholder approval vote on M&A Advisory's participation.
Annual report for the year to 30 June 2019 shows a loss of A$3.36m (prior year A$6.10m). Block 9 has no farmout partner; the sub-period extension was approved by CUPET and sent to a higher authority. Sandy is interim CEO.
June quarter: Beehive well planning progressed ahead of the 2 October option deadline, and Block 9 extension and farminee talks continued. Cash at quarter-end was A$3.4m. After quarter-end, CEO Robert Zammit left, Michael Sandy became interim executive, and the Metgasco takeover bid was announced.
ASIC granted the modification, so Melbana's intention to bid for Metgasco, 4 Melbana shares for each Metgasco share, is now binding. The independent committee waived the Byron-related breaches. The offer still needs 50.1% acceptance and approval for M&A Advisory's participation.
Melbana says Metgasco's settlement with Byron over the failed South Marsh 74 well (capped at A$1.75m) and its exercise of 10m Byron options breach conditions of Melbana's proposed bid. It has sought information and reserves its rights, including withdrawal.
22 July 2019director officer appointment● NeutralMajor
CEO Robert Zammit left the company effective 19 July 2019. Non-executive director Michael Sandy takes over as interim CEO while a replacement is sought.
Block 9 farmout talks continue, including with an international oil company with Cuban experience. Melbana has applied for a minimum 12-month extension to the sub-period ending 3 November 2019, with the gravity study done. Santa Cruz approval has raised issues needing commercial clarification.
Metgasco's board notes Melbana's unsolicited conditional takeover proposal and recommends shareholders take no action pending its formal response. It will consult stakeholders and engage with other interested parties.
Melbana announces a conditional intention to bid for all of Metgasco, offering 4 Melbana shares per Metgasco share, an implied value of 4 cents, a 48% premium to Metgasco's 12 July close. Conditional on an ASIC modification; chairman Purcell-linked M&A Advisory (19.59% of Melbana) has a pre-bid acceptance agreement.
Preliminary interpretation of the new Beehive 3D seismic confirms an isolated carbonate platform and improves confidence in structural closure. Total and Santos still have until 2 October 2019 to take 80%; Melbana (20%) would be fully carried. Other parties have shown interest.
March quarter report: cash fell to A$3.7m, from A$8m at December. Total and Santos have until 2 October 2019 to exercise the Beehive option. The Block 9 farmout was terminated and new partners are being sought. Santa Cruz approvals are pending, and a UK listing is being prepared for 2H 2019.
The sale of the 30% of New Zealand permit PEP51153 completed after regulatory consent, and Melbana received A$100,000. The buyer is named as a TAG Oil subsidiary. This ends the New Zealand exit and avoids future permit and rehabilitation costs.
Melbana terminated the AGMI/AMEC Block 9 farmout because the conditions precedent, including approvals and guarantees, were not met in time. It will seek other farminees and has asked Cuba's state oil company to extend the guarantee waiver. This reverses the January deal; Block 9 drilling now lacks a funder.
Final Beehive 3D data was accepted, starting Total and Santos's six-month option period to take 80% and drill Beehive-1. If exercised, Melbana keeps 20%, carried, with drilling in 2H 2020. Melbana's share of the 388 MMboe best estimate is 78 MMboe.