Each one in plain English, with the numbers worked through for a shareholder.
22 Dec 2023business combination● Neutral
The consortium has delayed its Bidder's Statement for the A$0.16 offer from 21 December to the first week of January 2024, with mailing in late January. The independent committee repeats: take no action. The offer remains non-binding.
Vele's contractor HOS is starting improvement initiatives after weak production, while Makhado contractor appointments stay on track for Q1 CY2024. Makhado funding now expected H1 CY2024 (previously H2 CY2023), with an accelerated H2 CY2024 coal start under review. Uitkomst turnaround continues to improve output.
The consortium revised its non-binding takeover proposal to A$0.16 cash per share, below the A$0.20-0.23 indicated in September. The independent committee says take no action pending the Bidder's Statement. The consortium is stated to represent 64.3% of shares.
The takeover consortium lodged a substantial holder notice on 18 December 2023 for a joint off-market bid. It shows Goldway Capital Investment (Hong Kong) as bidder vehicle and a combined 262,290,952 shares, 64.3% voting power, after a joint bid deed on 12 December. Formalises the earlier proposal.
The remaining 1,164,240 management shares were issued after South African Reserve Bank approval, completing the vested performance rights announced on 27 October. Issued capital becomes 407,890,744 shares.
Shareholders Senosi Group and Dendocept, on behalf of holders stated to represent 64.5%, said they intend a cash takeover for MC Mining. An earlier non-binding indication was A$0.20-0.23 per share. No firm price yet; the board's independent committee says take no action.
2023 Annual Report: Makhado mine life extended from 22 to 28 years, Vele recommissioned, and the rights issue completed (gross A$40m). Uitkomst revenue per tonne up 35%, with a turnaround plan from June 2023. Largely repeats previously announced items.
The company issued 4,000,000 shares to CEO Godfrey Gomwe on vesting of his engagement options, plus 4,225,542 shares to managers on vested performance rights. 1,164,240 await South African Reserve Bank approval. Issued capital rises to 406,726,504 shares on admission.
Statutory annual financial statements for the year to 30 June 2023, with directors' report and auditor's report. The text is truncated; key figures appear in the results announcement of the same day.
FY2023 loss narrowed 79% to $4.4m (FY2022: $20.8m, which included a $14.9m impairment). Revenue rose 91% to $44.8m; cash $7.5m. The rights issue raised net $21.4m. The announcement draws attention to going concern disclosures.
Computershare's Perth office, the Australian share registry, moves address from 18 September 2023. Administrative notice only; UK and South African registries are unchanged.
IDC extended the R160m (about US$8.9m) loan repayment from 30 June to 30 September 2023. The separate R245m facility was not extended; the company says the larger Makhado scale makes it redundant. Makhado funding now expected H2 2023.
Makhado coal reserves rose 53% from 69Mt to 106Mt, and mine life from 22 to 28 years. Peak funding rises 11% to US$96m. Post-tax NPV ZAR6.8bn, IRR 37%. Project interest stated as 67.3%.
Makhado implementation plan completed: processing plant capacity doubled to 4.0Mtpa, and average hard coking coal output in first five years rises to 880,000tpa from 540,000tpa. The 69.3Mt reserve is expected to rise. Builds on the 2.0Mt plant approved earlier.
Half-year to December 2022: loss after tax $1.3m (prior $0.8m) on revenue $14.0m and gross profit $3.9m. Rights issue raised net $21.4m; cash $20m. Vele coal sales began January 2023; Makhado early works began February 2023.
Half-year financial report to 31 December 2022: Uitkomst now 84% owned, Vele recommissioned in December, rights issue completed. Full report with directors' report and accounts; the text is truncated and key figures appear in the results announcement.
Yi (Christine) He, nominee of the Dendocept Consortium (23.9%), and independent Julian Hoskin, a mining engineer, join the board. Haohua's nominee Junchao Liu resigned. The text gives no reason for his departure.
Vele Colliery, idle since 2013, is outsourced for five years to contractor HOS, which will fund the plant upgrade and target 60,000t a month of thermal coal. MC Mining earns R200/t ($11/t). First sales are expected in Q1 2023.
Overlooked coal marketing agreement extended six months to 30 June 2023, with a minimum of 15,000t a month from January. July to November sales averaged $237/t FOB. Related party deal, as director Senosi is Overlooked's CEO and majority owner.
IDC extended repayment of the R160m ($9.4m) loan, previously due 30 November 2022, and the drawdown date for the extra R245m facility to 30 June 2023. The new drawdown remains subject to IDC due diligence and credit approval.
Director dealings after the rights issue: SGIH (Senosi) now holds 95,357,455 shares (23.98%). The Dendocept group took 84,596,739 new shares, including 264,845 held indirectly by director Brian He Zhen (0.07%).
The A$40m rights issue closed, issuing 200,026,719 shares at A$0.20. Shareholders applied for only 107.6m shares; the 92.4m shortfall went to sub-underwriters. SGIH and the Dendocept group each end with 23.98%; total shares 397,681,589.
What it means for a shareholder
200m new shares at A$0.200 to raise about A$40.0m. That's 56% dilution: every existing holder's slice gets 56% smaller. If you held A$1,000 of shares (5,000 at the issue price), your slice goes from 0.00324% to 0.00141% of the company. To keep it you'd need 6,477 more shares - about A$1,295 at the issue price.
Appendix 4G and corporate governance statement for FY2022, confirming the statement is current at 28 October 2022 and available on the company website. Administrative filing with no new information.
Full FY2022 annual report (year to 30 June 2022). Highlights include Uitkomst revenue per tonne up 49%, 225,096t sold, Makhado bankable feasibility study completed, and the SGIH and Dendocept funding. Repeats results already announced; the text is truncated.
Offer booklet and entitlement forms for the A$40m rights issue were posted to eligible shareholders on 13 October 2022, with notices to ineligible holders. Administrative step in the rights issue announced 27 September; no new terms.
FY2022 loss widened to $20.8m from $11.8m, including $14.9m impairment of Vele-adjacent exploration and GSP assets. Revenue rose to $23.5m. Cash was $3.0m. The IDC R160m loan and R245m drawdown date are both extended to 30 Nov 2022.
Full statutory accounts for the year to 30 June 2022, including the directors' report and audit report. Figures repeat the results announcement; the text provided is mostly director biographies.
Offer booklet for the A$40m rights issue, closing 3 November 2022 with a record date of 12 October. Repeats the terms of the announcement: A$0.20 per share, underwritten by Morgans, with SGIH and Dendocept committed and sub-underwriting.