Each one in plain English, with the numbers worked through for a shareholder.
13 Feb 2009business combination● Neutral
Royale filed Amendment No. 2 to the Aspen exchange offer registration, keeping the terms of 1 Royale share per 3.5 Aspen shares, up to 1,140,798 Royale shares, and a 51% minimum (3,484,619 Aspen shares). The filing says Royale holds 353,125 Aspen shares (about 4.867%) and would hold up to 4,345,917 (about 59.867%) if the offer is fully accepted. The expiration date is still blank. This offer was terminated about three weeks later, per the March 9 filing.
Royale amended its registration for the Aspen exchange offer: it now offers up to 1,140,798 Royale shares (down from 1,451,925) for up to 3,992,792 Aspen shares at 1 Royale per 3.5 Aspen. The minimum tender is 3,484,619 Aspen shares (51%), down from 3,720,036. Using January 6, 2009 closing prices (Aspen $0.65, Royale $3.36) the filing puts the offer at $0.96 per Aspen share, a 47.8% premium. Fewer new Royale shares would be issued than first planned if it completes.
Royale filed Amendment No. 2 to its Aspen tender offer statement to fix errors in Amendment No. 1, which it says misstated the exchange ratio and the earnings-to-fixed-charges calculation. The ratio is now one Royale share for each 3.5 Aspen shares (the earlier terms were 1 for 2.75), a less generous offer to Aspen holders, and the filing shows a 7.5 coverage ratio for the nine months to September 30, 2008.
Amendment No. 1 to the Aspen tender offer statement, filed January 16, 2009, adds earnings-to-fixed-charges figures but no change to the offer terms. It shows pre-tax income of $2,186,310 for the nine months to September 30, 2008 against a pre-tax loss of $4,424,562 for 2007 (pro forma), and Royale's own losses in 2006 and 2007 against profits in 2003 to 2005.
This is the formal tender offer statement for the same Aspen exchange offer, filed alongside the S-4 on November 25, 2008. It repeats the terms (up to 3,992,792 Aspen shares at 2.75 per Royale share) and points to the prospectus for details; it adds no new terms.
Royale filed to register up to 1,451,925 of its own shares for an exchange offer to buy up to 3,992,792 shares of Aspen Exploration Corporation, at 1 Royale share per 2.75 Aspen shares. The offer is conditional on at least 3,720,036 Aspen shares (51%) being tendered, which with Royale's existing Aspen holding would give it a majority; Royale says it plans to use that to elect new Aspen directors and does not intend further offers or a merger. On November 20, 2008 Aspen closed at $0.92 and Royale at $2.31, making the offer worth about $0.84 per Aspen share, an 8.7% discount. If completed, Royale shareholders would be diluted by the new shares issued.
On August 30, 2008 Royale agreed to sell its interest in the Rio Bravo oil field in Kern County, California to Occidental Petroleum of Elk Hills, Inc. for $4.75 million cash. This is a field the June 2008 press release had named as a place for increased activity, so the sale is a change from that stated plan.
12 June 2008capital raising announcement● NeutralMajor
On June 10, 2008 Royale sold 547,945 new common shares at $7.30 to one institutional investor for about $4 million gross (about $3.725 million net), and also issued a warrant for 191,781 shares at $7.30 expiring June 10, 2013. The placement agent got warrants for 32,877 shares, and the agreements include provisions for issuing additional shares if later dilutive issuances occur. The company says proceeds are for general corporate purposes including buying oil and gas properties, and its press release mentions more activity in the Rio Bravo and Moon Canyon (Uintah Basin) fields. This dilutes existing shareholders but adds cash.
What it means for a shareholder
547,945 new shares at US$7.30 to raise about US$4.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Because auditor Sprouse & Anderson merged into Padgett, Stratemann & Co., LLP, Royale ended the Sprouse engagement on November 5, 2007 and hired the merged firm, keeping the same audit team. The company reports no disagreements with Sprouse, which had audited 2004 through 2006. This is an administrative change following the firm's merger.