Each one in plain English, with the numbers worked through for a shareholder.
15 Nov 2019farm in farm out agreement▲ GoodMajor
Metgasco signs a binding term sheet with Jade and Vintage: Vintage funds 50% of the Cervantes well for a 30% interest plus $200k of costs. Metgasco's L14 interest falls to 30% and its cost exposure to 50%, confirming its right to drill (Q3 CY2020).
Melbana says ASIC has granted relief so its extension to 13 December 2019 stands, addressing the validity concerns Metgasco raised on 8 November. Voting power is 20.79%, conditions remain, and accepting holders get one-month withdrawal rights.
Metgasco confirms the Vali-1 rig contract, with spud expected mid-December 2019. It holds 25% free-carried, with net best-estimate unrisked prospective resource of 9.5 Bcf (38.1 Bcf gross) and 34% chance of success. Firms up the late-2019 timing.
Operator Vintage signs a rig contract for the SLR-185 to drill Vali-1 in the ATP 2021 Cooper Basin permit in mid-December 2019. Vintage's best-estimate unrisked prospective resource is 17.6 Bcf net to it, with a 34% chance of success.
Melbana replies that Metgasco's validity claims are under consultation with ASIC and that it is premature for either side to comment. It does not address the substance.
Melbana notes that, because the extension postpones its obligations by over a month, shareholders who already accepted may withdraw within one month. Procedural notice following the 7 November extension.
Metgasco says Melbana's 7 November extension notice appears defective and the bid may not be validly extended. It cites acceptances of about 1.19% (excluding shares tied to Melbana's chairman) and still recommends rejecting.
Melbana extends its offer again, now to 13 December 2019, with the conditions notice due 5 December. Its stated voting power is 20.78% and the offer stays subject to conditions.
Metgasco's second supplementary target's statement again unanimously recommends rejecting Melbana's offer. Directors say they will not change view until Cuba shows binding farm-out, a formal Santa Cruz award and clarity on Beehive.
Melbana's third supplementary bidder's statement attaches its Beehive announcement: Total declined its option and Santos's option becomes an 80% interest, funding the whole well, exercisable to 4 December. It urges acceptance; offer then closes 15 November.
Metgasco responds to Melbana's Beehive news: Total has withdrawn and Santos has exercised its 40% option, now modified to 80% until 4 December. The board says this defers certainty on Beehive and still unanimously recommends rejecting the bid.
Metgasco says the planned in-specie distribution of 30m Byron shares will now go to a general meeting in mid-December, not the 28 November AGM. Tax and legal advice, ASX approvals, an ATO private ruling and an independent expert report are still in progress.
The 2019 annual report calls the year challenging, with Bivouac Peak (10%) and SM-74 (30%) both unsuccessful. It restates the ATP2021 farm-outs leaving Metgasco free-carried on Vali-1, the Perth Basin option, and the board's advice to reject Melbana's bid.
Melbana extends its offer again, now closing 15 November 2019, with conditions status due 7 November. The notice states Melbana's voting power is 1.06%, against 20.42% reported on 15 October. Offer remains conditional.
Supplementary target's statement: directors still unanimously say reject. They argue Melbana's Cuba and Beehive prospects remain uncertain, and that Metgasco's 2019-20 exploration is funded. The offer closes 1 November, subject to extension.
Melbana re-issues its 24 October extension notice, correcting its stated voting power in Metgasco to 20.65% (the earlier notice said 1.06%). The offer still closes 15 November, remains conditional, and shareholders are again urged to accept.
Directors again unanimously recommend rejecting the offer. They say the 1 November close falls before Melbana's Beehive farm-in option decisions, so shareholders cannot weigh that outcome. A supplementary target's statement is coming.
Melbana's second supplementary statement extends the offer to 1 November and waives the breach from Metgasco's 8m Byron share sale. It disputes Metgasco's target's statement and urges acceptance ahead of the Beehive option decisions due by 4 November.
Melbana says its shareholders approved the M&A Advisory participation, so that bid condition is fulfilled. Its voting power in Metgasco is 20.42%. Other conditions remain.
Metgasco's formal target's statement unanimously recommends rejecting Melbana's offer, calling it wholly inadequate. It cites discounts of about 10-21% to recent trading averages and says shareholders should do nothing. This confirms the earlier take-no-action advice.
Independent assessor RISC puts mid-case prospective resources for Cervantes (L14) at 17.4 mmbo gross, 14% above Metgasco's estimate, and values the farm-in at $4.4-5.8m. Expected value is $28.4m net. Undiscovered, un-risked volumes; not reserves.
Metgasco raises serious concerns that Melbana has not disclosed whether Cuban authorities approved changes to its Block 9 licence, a key bidder asset. It reiterates advice to take no action pending its target's statement.
Melbana (the bidder) says Cuban authorities approved extending Block 9 to 1 November 2020 and waiving other obligations; one well is still required. It tells shareholders to ignore Metgasco's announcement. This answers the concern Metgasco raised the same day.
Melbana lodges a supplementary bidder's statement attaching its Cuba Block 9 approval and the one-month extension (to 4 November) for the Total and Santos Beehive options. It urges acceptance; the offer is still due to close 24 October.
1 Oct 2019asset acquisition disposition▲ GoodMajor
Board proposes, subject to AGM approval and an ATO ruling, distributing 30m Byron shares in kind, about 1 per 13 Metgasco shares (about 2.8c each). That is about 70% of the holding; 12,333,383 shares are kept. It says this may breach a Melbana bid condition.
Operator Vintage signs a letter of intent with Schlumberger for rig SLR-185 to drill Vali-1 in ATP 2021, with spud expected late 2019. Vintage's net best estimate is 17.6 Bcf (35.1 Bcf at 100%), a 34% chance of success; undiscovered, not booked.
Metgasco notes Vintage's Vali estimate of 38.1 Bcf gross (9.5 Bcf net to Metgasco's 25%), double its November 2018 figure of 19 Bcf, due to a larger mapped closure. The well is free-carried for Metgasco by the two farm-outs.
Metgasco's directors unanimously say Melbana's offer, in its current form, materially undervalues the company and advise shareholders to take no action. A formal target's statement recommendation is due by 9 October; the bid closes 24 October.