Each one in plain English, with the numbers worked through for a shareholder.
3 Apr 2013regulatory community update● Neutral
The ATO issued a class ruling on the Texon demerger. Eligible Australian-resident Texon holders can choose roll-over relief, with cost base split 84% Texon and 16% Talon shares. General information, not tax advice.
Talon's first financial report, covering 14 September 2011 to 31 December 2012. The text shown is mainly the governance statement, with assets in Texas and a head office in Brisbane. No financial figures appear in the text provided.
27 Mar 2013director officer appointment● NeutralMajor
Clifford Foss was appointed President, CEO and Managing Director of Talon. His contract is three years at US$360,000 a year, with bonuses and options tied to share price. He says the aim is to build and sell assets. Texon merged into Sundance on 8 March 2013.
Director Bernard Rowley retired and Angus Douglas, a senior investment adviser at RBS Morgans, joined the board on 18 March 2013. The company calls it the first step in renewing the board, as foreshadowed in the demerger documents.
Post-listing disclosures: 98,135,433 Talon shares were transferred on 7 March 2013 under the demerger, and holding statements were sent on 12 March. The top 20 holders held 35.24%. Administrative.
Information memorandum supporting Talon's ASX listing application, effective if the demerger is approved. It largely incorporates the demerger booklet by reference and names advisers including Minter Ellison and RBS Morgans. No new commercial information in the text shown.
Company's pre-quotation disclosure: indicative top-20 holders, share distribution and about 2,275 holders with parcels over $2,000 (at $0.20 a share). Confirms all conditions of the demerger scheme were satisfied or waived. Governance statement attached.
Talon was admitted to the ASX Official List on 27 February 2013. Quotation of up to 98,135,939 shares begins 28 February on a deferred settlement basis.
Standard ASX listing application form. It confirms the 2-for-5 demerger entitlement, about 98,135,939 shares post-demerger, Clifford Foss as CEO and John Armstrong as chairman. Mostly administrative.
Cash reconciliation estimates Talon's cash at about $7.829 million at ASX admission. That is from $12.039 million pro forma at 30 September 2012, less $2.47 million of cashflows and $1.74 million retained by Texon.
Booklet sets out the Texon demerger of Talon by scheme of arrangement and capital reduction, with directors unanimously recommending a yes vote. It includes an independent expert's report from BDO and meeting details for 25 February 2013.
ASX circular sets the listing timetable: quotation on a deferred settlement basis from 28 February 2013, record date 6 March, share transfer 7 March, normal trading from 14 March. Up to 98,135,939 shares will be quoted under code TPD.
Texon's chairman outlined the demerger of Talon, which would hold Texon's non-Eagle Ford assets. Texon holders get 2 Talon shares per 5 Texon shares. The Sundance Energy takeover of Texon depends on the demerger passing. Talon starts with production from only two wells.