Past year: ▲ 0%(0.10c – 0.20c USD)
Each one in plain English, with the numbers worked through for a shareholder.
21 Aug 2007capital raising announcement● Neutral
On August 15-16, 2007, the company issued 56,000 junior preferred shares in exchange for 56,000 shares of the 15% senior preferred, under the rollover right given to June 2007 junior investors who also held senior preferred. This swaps some of the more senior preferred for the junior class; the filing does not state a cash amount or any effect on the common stock.
30 July 2007capital raising announcement▲ GoodMajor
The $33.0M of junior preferred proceeds held in escrow since June 26 was released on July 25, 2007, after the company received the stockholder approvals needed for issuing common shares at or above 20% of those outstanding; the company says it expects about $31.2M net for working capital and general corporate purposes, including development costs. This completes the $55.0M junior preferred financing. A July 27 correction fixed errors in the rollover terms of the junior preferred. Two July 27 press releases are attached: one says Transmeridian has received no official notice of a licence violation at the Gasha field in Dagestan (50% interest, about $3.5M invested, not producing, no reserves booked, no significant work planned for the rest of 2007); the other gives a sales-process update, saying management presentations to potential buyers were scheduled to start the following week in Europe (the text is cut off after that).
28 June 2007capital raising announcement▼ BadMajor
The junior preferred placement grew to $55.0M (550,000 shares) when a purchase agreement was signed June 26, 2007, replacing the earlier $40M commitment. 100,000 shares were issued June 18, 120,000 more on June 26, and 330,000 shares plus $33.0M of proceeds went into escrow with The Bank of New York, to be released on a shareholder vote approving common issuance above 19.99%, within 60 days, or on a 66-2/3% holder election. The current conversion price is $2.25, and the company agreed to further cash returns (25% and 10% of commitments, 25% of the new purchases), deferred until a change of control or June 18, 2008 and growing at 10% a year if no change of control by December 31, 2007. This enlarges the June 22 financing, with a heavier cost for common shareholders.
22 June 2007capital raising announcement▼ BadMajor
This filing details the $40.0M private placement of 20% junior preferred stock completed June 18, 2007. 100,000 shares were sold at the initial closing (net of about $650,000 of expenses); the remaining 300,000 depend on conditions, with 200,000 shares and about two-thirds of that tranche's proceeds escrowed pending a shareholder vote. The preferred ranks behind the 15% senior preferred but ahead of common, pays 20% dividends (in kind, in common stock or cash), converts at the lower of $2.48 or a June 2007 average price, and the conversion price can fall to as low as $1.90 by October 2007 and $1.65 by December 2007 if no change of control or definitive agreement occurs. Existing common holders face substantial dilution. This is the full terms of the commitment announced June 18.
2 May 2007capital raising announcement▼ BadMajor
Between April 26 and 30, 2007 the company sold 1,655,000 common shares at $2.70 each in a private placement, for about $4.5 million gross. The purchasers received registration rights and listing on the American Stock Exchange has been applied for. The price is below the $5.50 paid in May 2006, and the new shares dilute existing holders.
What it means for a shareholder
1.7m new shares at $2.70 to raise about $4.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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4 Dec 2006capital raising announcement▼ BadMajor
On December 1, 2006 the company completed the preferred stock raise: $37.0 million sold to an initial purchaser and $7.0 million to investors including the CEO and CFO, for about $41.2 million net. The new 15% preferred ranks ahead of common and the earlier Series A preferred, converts at $4.50 per share, and can be redeemed by holders on December 1, 2011 or on a change of control. The conversion price drops to $3.90 and the dividend rises 3 points unless a production or share-price target is met by mid-2007. Existing shareholders face potential dilution from conversion and in-kind dividends, and covenants restrict debt and payments. This completes the offering announced November 24.
24 Nov 2006capital raising announcement● NeutralMajor
The company announced it had started a private offering of $35 million of senior redeemable convertible preferred stock, plus a concurrent $7 million placement to investors including its CEO, CFO and two existing stockholders. The $7 million has already been received. Proceeds are intended for the accelerated development of the South Alibek Field, working capital and general purposes. Final terms were to be set at pricing. This is more funding on top of the 2005 and May 2006 note sales.
31 May 2006capital raising announcement● NeutralMajor
On May 26, 2006 the company sold a further $40 million of Senior Secured Notes due 2010 at 97% of face value, on the same terms as the $250 million issued in December 2005, and 1,818,182 common shares at $5.50 (about $10 million) to institutional investors. $3.6 million of proceeds is escrowed for interest on the new notes. Noteholders consented to amendments allowing the new notes and allowing up to $1 million of accrued dividends on the Series A preferred to be paid. The new shares add to the share count, and the company must register them for resale and issue extra shares if registration is late.
6 Sept 2005capital raising announcement● NeutralMajor
On August 30, 2005 the company issued $22,500,000 of 10% convertible notes, with warrants for 4,500,000 common shares at $2.40. The notes mature December 15, 2005 or at the closing of an equity financing, whichever is earlier. Proceeds are for general purposes, including repaying past-due and current amounts under the credit facilities of the company and its subsidiaries. This adds new debt and potential dilution.
4 Aug 2005capital raising announcement● Neutral
On July 29, 2005 the company sold 882,000 common shares at $2.16 each, for $1,905,120, to non-U.S. investors under Regulation S. Proceeds are for general corporate purposes. New shares add to the share count.
What it means for a shareholder
882,000 new shares at $2.16 to raise about $1.9m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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15 Nov 2004capital raising announcement▲ GoodMajor
On November 12, 2004 the company raised $25,000,000 in cash by selling 1,785.714 shares of Series A convertible preferred stock at $14,000 each, with warrants for up to 4,464,286 common shares at $1.55. The preferred converts at $1.40 per common share and pays a 4.5% annual cash dividend. Proceeds are for general purposes, including development drilling in the South Alibek Field in Kazakhstan. Conversion and the warrants could dilute common shareholders, and the preferred ranks ahead of common on liquidation.
