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State Gas Limited (ASX:GAS) announced a significant update regarding director Philip St Baker’s shareholding after converting 13 convertible notes into 25,649,865 ordinary shares on 13 July 2026. Executed through the P&P St Baker Family Trust, the conversion price was set at $0.0127 per share. This transaction eliminated the convertible notes held and substantially increased the director’s equity stake, highlighting ongoing insider involvement in the company’s capital structure. Investors tracking State Gas’s convertible note instruments will find this development particularly relevant.
Key Highlights
- State Gas Limited (ASX:GAS) is an Australian oil and gas exploration firm focusing on Queensland gas projects.
- Director Philip St Baker converted 13 convertible notes via the P&P St Baker Family Trust into 25,649,865 ordinary shares on 13 July 2026.
- The conversion price was $0.0127 per share, boosting P&P’s ordinary shares from 32,382,176 to 58,032,041 post-transaction.
- 5,416,671 convertible note options remain outstanding under the P&P trust, which investors should monitor for potential future conversions.
Philip St Baker Converts 13 Convertible Notes into Ordinary Shares in State Gas
An ASX filing on behalf of director Philip St Baker reveals a material change in his relevant interest in State Gas Limited securities. On 13 July 2026, 13 convertible notes held indirectly through the P&P St Baker Family Trust were converted into ordinary shares. This conversion mechanism transformed debt instruments into equity, resulting in the issuance of 25,649,865 new ordinary shares at $0.0127 each.
Following the conversion, the P&P St Baker Family Trust disposed of all 13 convertible notes and increased its ordinary shareholding from 32,382,176 to 58,032,041 shares. This transaction significantly enhanced Mr St Baker’s indirect equity exposure to State Gas via the family trust.
Structure of Philip St Baker’s Interests: P&P St Baker Family Trust and Sunset Holdings
Philip St Baker holds his interests in State Gas through two indirect entities: St Baker Sunset Holdings Pty Ltd (“Sunset”), where he is a director and shareholder, and the P&P St Baker Family Trust (“P&P”), where he acts as trustee and beneficiary. The recent transaction exclusively impacted the P&P trust’s holdings, leaving Sunset’s 3,016,671 ordinary shares unchanged from the prior notice dated 3 February 2026.
State Gas Securities Held by Philip St Baker Before and After Conversion
Before the 13 July 2026 conversion, Mr St Baker’s combined indirect holdings across Sunset and P&P included 35,398,847 ordinary shares, 13 convertible notes, and 5,416,671 convertible note options (all through P&P). After conversion, his total ordinary shares rose to 61,048,712—comprising 3,016,671 shares via Sunset and 58,032,041 shares via P&P. The 13 convertible notes were fully converted, while 5,416,671 convertible note options remain outstanding. The company did not disclose the total transaction value beyond the $0.0127 conversion price per share.
Conversion Price of $0.0127 Per Share and Convertible Note Details
The conversion price per share was $0.0127, representing the issuance price for the ordinary shares upon conversion of the 13 convertible notes held by P&P. Convertible notes are debt instruments convertible into equity at predetermined terms. This conversion extinguished the note liability and replaced it with equity holdings. The company did not provide details on the notes’ face value, interest rate, original issuance, or maturity dates, so the total dollar value cannot be precisely calculated from the announcement. The transaction was classified as an off-market securities issue and was not conducted during a closed trading period.
Outstanding Convertible Note Options Held by P&P St Baker Family Trust
Although the 13 convertible notes were fully converted, 5,416,671 convertible note options remain outstanding under the P&P trust. These options were unaffected by the recent transaction and represent potential future equity claims if exercised. The company did not disclose the exercise price, expiry, or terms of these options. Any future conversions or exercises would be reported via subsequent Appendix 3Y notices as required by ASX Listing Rule 3.19A.2.
State Gas Limited’s Focus as an Australian Gas Exploration Company
State Gas Limited is an Australian energy company specializing in natural gas exploration and development, primarily in Queensland. The company aims to contribute to Australia’s domestic gas supply amid evolving energy market dynamics. Operating in a historically significant gas production region, State Gas employs capital management strategies including convertible notes to finance exploration and development. This update solely addresses director shareholding changes and does not include operational or financial results.
Regulatory Context of the Appendix 3Y Director’s Interest Notice
The update was filed as an Appendix 3Y under ASX Listing Rule 3.19A.2, mandating disclosure of director securities interest changes. This complies with section 205G of the Corporations Act 2001 (Cth), requiring directors to notify their company of changes in relevant interests. State Gas Limited (ABN 49 617 322 488) submitted the notice as agent for Philip St Baker. The filing confirmed the transaction was not conducted during a closed period requiring prior clearance, ensuring compliance with the company’s securities trading policies. Such notices promote transparency regarding director holdings on the ASX platform.
Investor Considerations Following Philip St Baker’s Convertible Note Conversion
Investors should monitor whether the remaining 5,416,671 convertible note options held by the P&P St Baker Family Trust are exercised or converted, as this could lead to further share issuance and dilution. Additionally, market participants may watch for operational or financial updates from State Gas related to its Queensland projects. Director conversions of convertible notes into equity can be interpreted as a sign of confidence, though no explicit statement was provided. The immediate market impact of this shareholding change remains unclear.
