24 Aug 2005listing compliance notice▼ BadMajor
KESTREL ENERGY INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
24 Aug 2005business combination▼ BadMajor
Kestrel completed the 100-for-1 reverse split on August 23, 2005, after shareholders approved it at the August 5, 2005 special meeting. Holders left with less than one share have those shares cancelled and are owed $1.42 per pre-split share in cash; holders with one or more post-split shares remain shareholders (fractions rounded up). Kestrel is filing a Form 15 to end registration of its common stock under Section 12(g), which ends the going-private process begun in May.
13 July 2005business combination● Neutral
Kestrel filed Amendment No. 3 to its going-private statement, noting an amended definitive proxy statement for the special meeting on the 100-for-1 reverse split. The amendment only incorporates the revised proxy statement and states no new terms.
12 July 2005business combination● Neutral
Kestrel filed Amendment No. 2 to its going-private statement, noting that it was filing the definitive proxy statement for the shareholder meeting on the 100-for-1 reverse split. The amendment adds no new terms beyond incorporating the proxy statement.
7 July 2005capital raising announcement● NeutralMajor
On June 30, 2005 Kestrel entered a new three-year revolving credit agreement with Samson Oil & Gas N.L., described as its majority shareholder, with a $3,500,000 note at 5.25% interest, paid monthly. Samson can convert unpaid principal and interest into Kestrel shares at $1.50 per share, and Kestrel director Neil MacLachlan is also a Samson director. This follows Samson's conversion of the earlier $200,000 note earlier in June.
21 June 2005business combination● Neutral
Kestrel filed Amendment No. 1 to its going-private transaction statement, saying it had filed a revised preliminary proxy statement for the special meeting on the 100-for-1 reverse split. The amendment itself adds no new terms; it just lists exhibits incorporating the proxy statement by reference.
6 June 2005capital raising announcement● NeutralMajor
Samson Oil & Gas N.L. converted the full $200,000 outstanding under a 2003 revolving credit note (originally from former officer/director Barry D. Lasker, assigned to Samson in February 2004) into 500,000 Kestrel shares at $0.40 per share. The note was secured by the company's Campbell County, Wyoming oil and gas interests and had been extended to May 2006; this conversion retires that debt and adds shares.
20 May 2005business combination▼ BadMajor
Kestrel began a going-private process by proposing a 100-for-1 reverse stock split to shareholders. Holders of fewer than 100 shares would be cashed out at the greater of 125% of a recent average price or 125% of the average price just before the split (the fee table assumes $1.42 per share, about 18,000 shares, $25,560 total); holders of 100 or more would stay shareholders. The proxy statement's headings refer to 'going dark' and Pink Sheet quotation, but the full text of this filing is truncated, so details of its effects are not shown here.
11 Sept 2002auditor change● Neutral
Kestrel amended an earlier filing only to relabel it under the correct item (change of auditor). The filing states KPMG LLP was terminated as auditor on August 22, 2002 and Wheeler Wasoff P.C. was engaged, on the recommendation of the audit committee and board. It reports no disagreements with KPMG and no adverse or qualified audit opinions for fiscal years 2001 and 2000.