2 Sept 2011business combination● NeutralMajor
New Hope's ownership of Northern Energy rose to 97.5% on 31 August 2011, so it can now compulsorily acquire the rest. This moves the second bid ($2.00 cash) towards full ownership of the company.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
31 Aug 2011business combination● Neutral
Notice of dispatch of the bidder's statement for Arkdale's $2.00 cash, unconditional offer for Northern Energy, open until 13 October 2011 unless extended. Repeats the offer already announced on 29 August; no new terms.
29 Aug 2011business combination▲ GoodMajor
New Hope offers $2.00 cash, unconditional and best and final, for the Northern Energy shares it does not own, valuing them at about $50m. New Hope already holds 80.83%. The price is a 29% premium to the last close of $1.55, funded from existing cash.
29 Aug 2011business combination● Neutral
Northern Energy confirms receipt of New Hope's $2.00 cash offer, a 29% premium to its $1.55 close. Its independent directors form a sub-committee to consider the offer. A target statement with an independent expert's report will follow. Shane Stephan is shown as acting CEO.
29 Aug 2011business combination● Neutral
New Hope formally launches its $2.00 cash offer for the Northern Energy shares it does not own, via Arkdale. It is described as best and final and unconditional, open until 13 October 2011 unless extended.
29 Aug 2011other● Neutral
Formal notice that Arkdale set 7am on 29 August 2011 as the date for determining which Northern Energy holders receive bid documents. Administrative notice only.
26 May 2011resource reserve update▲ GoodMajor
Updated JORC statement at 31 March 2011: coal resources up 56% from 980 Mt to 1,529 Mt, and reserves up 12.4% from 484 Mt to 544 Mt. Based on further drilling, seismic data and remodelling. Acland resources now 855 Mt.
19 May 2011farm in farm out agreement▲ GoodMajor
New Hope agrees to sell a 10% interest in the Lenton project to Taiwan's Mai-Liao Power for A$58.04m, forming the Lenton Joint Venture. Payment is conditional on an agreed resource of at least 200 Mt being delineated, and on government approvals.
7 Apr 2011production update▲ Good
The first Acland coal train reached the QBH export terminal on schedule after the flood outage, and rail is running at contractual capacity. This resolves the rail reopening thread. New Hope is seeking extra short-term capacity to limit the financial impact.
22 Mar 2011half year report● Neutral
Half-year to 31 January 2011: profit after tax $407.4m, including a $326.3m gain on the Arrow Energy sale. Profit before that gain fell 27% to $81.1m; revenue fell 8.6% to $336.2m. Interim dividend 5.25c, up from 5.0c.
22 Mar 2011half year report● Neutral
Media release on the half-year result: profit $407.4m including the $326m Arrow gain, with underlying profit down 27.4% to $81.1m. It states the Northern Energy takeover closed in March with New Hope holding 80.8%, and rail was expected back by end of March.
22 Mar 2011investor presentation● Neutral
Analyst presentation repeating the half-year result: underlying profit down 27.4% to $81.1m, sales up 8.3% to 3.0 Mt. Notes Acland rail restart expected late March, with Acland building up stock meanwhile. No new figures beyond the results.
7 Mar 2011other● Neutral
Share registry provider Computershare lists a change of its Brisbane office address, effective 7 March 2011, with New Hope among many affected clients. Administrative notice only, with no substance for New Hope's business.
25 Feb 2011business combination● Neutral
New Hope notifies that its Northern Energy offer is extended to 9 March 2011 after its voting power passed 50%. It now has a relevant interest in 64.59% of Northern Energy. It warns holders who stay may face a falling share price, thin liquidity and possible delisting.
25 Feb 2011business combination▲ GoodMajor
New Hope's voting power in Northern Energy passed 50% on 23 February 2011, so its $1.85 offer is automatically extended to 9 March 2011. New Hope now has majority control. It warns remaining holders of a possible price fall, thin liquidity and possible delisting.
23 Feb 2011business combination● NeutralMajor
Northern Energy warns that New Hope has disclosed an agreement with its largest holder, Xinyang, giving it a relevant interest in 11,008,907 of Xinyang's 16,315,000 shares. The board says New Hope may now be more likely to reach the 90% needed for compulsory acquisition. This qualifies its earlier view.
22 Feb 2011business combination▲ GoodMajor
Northern Energy's board, bar one director who made no recommendation, now recommends accepting New Hope's final $1.85 offer, as alternative bidders withdrew. Several major institutions plan to accept. The board thinks New Hope is unlikely to reach 90% and Northern Energy may stay listed. This reverses its earlier rejection.
22 Feb 2011business combination▲ Good
New Hope notes Northern Energy's directors now recommend its $1.85 offer, with only the Xinyang nominee and alternate not intending to accept. The offer closes 25 February. New Hope says it may buy on-market at or below $1.85.
21 Feb 2011business combination● Neutral
New Hope urges Northern Energy shareholders to accept its final $1.85 cash offer by Friday 25 February, a 94.7% premium to the pre-approach price. It says there are no competing offers and the price will not be increased.
18 Feb 2011business combination● Neutral
Northern Energy says it is still in talks with third parties but has received no proposal. Directors will not yet recommend on New Hope's $1.85 offer and continue to advise taking no action. A further announcement is promised before the 25 February close.
11 Feb 2011business combination▲ GoodMajor
New Hope lifts its Northern Energy offer to $1.85, declared unconditional and best and final, closing 25 February 2011. Northern Energy's board still says take no action, saying the price is below the expert's range, and reports talks with other parties but no binding offer. New Hope holds about 5.03%.
9 Feb 2011business combination● Neutral
Northern Energy's chairman writes to shareholders rejecting the $1.75 offer and repeating the expert's valuation. He says Colton needs $84m and a Maryborough mining lease is expected in late 2011. No binding rival offer has been received; New Hope has only 0.03% acceptances.
2 Feb 2011business combination● Neutral
Northern Energy's board unanimously rejects the $1.75 offer and tells shareholders to take no action. It says the offer is well below the expert's $2.70-$3.99 range. Directors and Xinyang hold about 24% and intend to reject.
2 Feb 2011production update▼ BadMajor
Rail capacity on the damaged Western Rail System may only return from mid April 2011, versus the earlier 6-8 week estimate. QR National has declared force majeure and New Hope has declared force majeure on some export contracts. Trucking up to 50,000 t/week is sought; financial impact not yet estimated.
31 Jan 2011business combination● Neutral
Northern Energy confirms receiving New Hope's $1.75 offer, up 25c, and notes the 50.1% minimum acceptance remains. New Hope holds a relevant interest of only 4.97%. The board has not yet responded and advises shareholders to take no action while its data room stays open.
31 Jan 2011business combination▲ GoodMajor
New Hope raises its Northern Energy offer to $1.75 cash, about $225m for the equity, from $1.50. It waives most conditions, leaving a 50.1% minimum acceptance, no material adverse change and no prescribed occurrences. The offer closes 22 February 2011 unless extended.
20 Jan 2011business combination● Neutral
Northern Energy's Supplementary Target's Statement, required by the Takeovers Panel, says its expert prefers the lower $2.70-$3.99 valuation range because funding is not yet secured. It also reclassifies exploration targets that had been wrongly labelled as resources. The $1.50 offer remains open.
18 Jan 2011other● Neutral
The Takeovers Panel declined to find unacceptable circumstances on New Hope's application after Northern Energy undertook to send corrective disclosure. It will clarify its expert's preference for the lower $2.70-$3.99 valuation range and re-present resources. The bid remains open.
18 Jan 2011business combination● Neutral
Northern Energy welcomes the Panel decision and will issue a supplementary target's statement. It says the expert's valuation ranges are unchanged, with the lower $2.70-$3.99 well above New Hope's $1.50, and still advises shareholders to take no action.
17 Jan 2011production update▼ BadMajor
Acland and West Moreton mines had no flood damage and restarted after a three to four day outage. However, the Western Rail line serving New Acland is badly damaged; Queensland Rail estimates at least 6-8 weeks before railing resumes. This puts FY2011 guidance of 6.0 Mt at risk (inference).