Each one in plain English, with the numbers worked through for a shareholder.
14 Apr 2010business combination● NeutralMajor
New Hope revised its Macarthur scheme offer to let shareholders choose 2.7 New Hope shares or $14.50 cash, with cash capped at $950m. It says the merged group would keep net cash above $1bn, assuming the Arrow scheme is approved.
Macarthur says New Hope's 12 April statement has no new information and its proposal cannot be a superior proposal, so it cannot engage under the Gloucester agreement. It still backs the 19 April vote. POSCO denies authorising Noble's announcement; ArcelorMittal undecided.
Macarthur asked Noble and its major shareholders how they will vote at the 19 April meeting, and said it will write to Peabody and New Hope asking about any material information. It confirmed no Xstrata approach.
New Hope publicly pressed its Macarthur offer, calling the Gloucester deals inferior and the Macarthur board's rejection unjustified. It says the offer is a 22.6% premium to the independent expert's $11.17 midpoint and would create a company worth over $8bn.
Gloucester's independent directors still recommend that its shareholders accept Macarthur's takeover offer, absent a superior proposal. They note New Hope's proposal could be blocked if Noble exercised Middlemount rights.
Macarthur sent shareholders a letter on the meeting deferral to 19 April, with proxy deadlines. It repeats that its board backs the Gloucester deals and urges disregarding New Hope and Peabody statements. Peabody's indicative offer was $13.00 cash.
Soul Pattinson, which it describes as owning 60% of New Hope, re-released New Hope's Macarthur offer announcement with a short cover note. No new information.
Macarthur deferred its shareholder meeting on the Gloucester and Middlemount deals from 12 to 19 April 2010, citing an Xstrata approach to a major shareholder and shareholders needing more time. This gives New Hope's offer more time.
Macarthur's board unanimously refused to recommend New Hope's 2.7-for-1 offer, saying it gives no adequate control premium, is scrip only and needs 75% approval. It argues the premium is only 4-11% using comparable average prices. A setback for New Hope's bid.
New Hope proposes to buy all of Macarthur Coal by scheme, offering 2.7 New Hope shares per Macarthur share, valuing it at $14.58 a share and $3.71bn in total. It is conditional on Macarthur's Gloucester deal lapsing. A big strategy shift for a company previously calling deals fully priced.
New Hope withdrew its Takeovers Panel application, which had sought to delay Macarthur's 12 April meeting, after Macarthur deferred the meeting to 19 April anyway.
Macarthur's board confirmed receiving New Hope's 2.7-for-1 scrip proposal and told shareholders to take no action while it assesses it. Conditions include a merger implementation agreement and 75% approval at a scheme meeting.
New Hope, via Uniford, will buy 7% of WestSide for $4.84m (8.806m shares). It can lift this to 19.9% through the underwritten entitlement offer at 45c and may nominate a WestSide director. Extends its coal seam gas exposure alongside Arrow and Planet Gas.
WestSide Corporation raised $64.41m to buy Anglo American's 51% of the Dawson coal seam gas fields, with New Hope and EIT backing it. New Hope expects to invest $23.3m for 19.9%, with placements at 55c and a 1-for-1 offer at 45c.
Media release on the half-year: profit $111.6m, slightly above the $100-110m guidance, with export sales up 31.5%. Full-year sales forecast of 5.5-6 Mt kept. After period end, a Shell/PetroChina vehicle proposed $4.70 cash per share for Arrow, in which New Hope holds 16.7%.
Analyst presentation on the half-year to 31 January 2010, repeating known results: production up 15.2% to 2.8 Mt, profit $111.6m (down 15.8%), interim dividend 5.0c. Also covers QBH expansion, coal-to-liquids, and the Arrow and Planet Gas stakes. Little new.
Half-year to 31 January 2010: profit $111.6m, down 15.8% from $132.5m before one-offs, on lower US-dollar coal prices and a stronger Australian dollar. Revenue up 19.4% to $367.9m. Interim dividend 5.0c, up from 4.75c.
Chairman's AGM address recapping FY2009: operating profit $150.5m, 82c in dividends and production of 5.14 Mt. Acland now runs at 4.8 Mtpa. Repeats known results.
First-quarter unaudited profit up 9% to $58.9m on production up 11% and sales up 20%. Acland 4.8 Mtpa expansion is essentially complete; Jeebropilly to reach 900,000 tpa by mid 2010. FY2010 sales seen at 5-6 Mt; no debt, and acquisitions are seen as fully priced.
New Hope responded to media articles on its 16.8% Arrow Energy stake, confirming it is not in discussions with any third party about the holding and is meeting its disclosure obligations.
FY2009 (to 31 July): profit after tax $1.95bn including the New Saraji sale gain; profit before non-regular items $262.3m. Final dividend 4.5c and special dividend 72.75c, payable 10 November 2009, as previously flagged; total 82c for the year. Auditor review unqualified.
Media release on FY2009: operating profit up 82% to a record $150.5m, with saleable coal up 15.5% to 5.1 Mt. Directors flagged a likely lower 2010 operating result because of lower export coal prices when setting the special dividend.
Analyst briefing on FY2009 results repeating known figures: operations profit $150.5m, 82c total dividends, and the $2.45bn Saraji sale gain of $1.688bn after tax. Wetalla pipeline finished under its $33m budget. Little new.
New Hope bought a 13% stake in Planet Gas (coal bed methane in Wyoming, plus Australian geothermal) for $4.51m via Hueridge, becoming its largest shareholder. It can lift this to 19.9% in a second tranche at 9.5c, subject to approval.
Planet Gas announces New Hope subsidiary Hueridge will invest up to $8.2m for 19.9% at 9.5c a share; the first $4.5m tranche is done. Second tranche needs Planet Gas shareholder approval. NHC's Rob Neale joins the Planet Gas board.
28 Aug 2009director officer appointment▲ GoodMajor
Shane Stephan, previously Chief Development Officer at Macarthur Coal, joins as permanent CFO from 31 August 2009, to implement the long-term capital management plan. This ends the acting arrangement after Mantell's exit; new site managers also named.
MD's Coaltrans conference talk on navigating volatile coal markets. Strategy: finish the Acland, QBH and pipeline projects, advance Lenton and coal-to-liquids, and keep evaluating acquisitions. Mostly restates known strategy.
Updated statement at 31 March 2009: Acland reserves 516 Mt and total resources 874 Mt, including Lenton 84 Mt and a new Bee Creek 9 Mt. Acland reserves are well above the 234 Mt previously reported (different basis possible).
Analyst briefing repeating the half-year results: profit up 261.5% to $132m, $600m special dividend due November 2009, and expansions on schedule. Mentions new contracts with CS Energy and QR National. Little that is new in the visible text.
Half-year to 31 January 2009: profit before one-offs up 261.5% to $132.5m; including the $1.688bn New Saraji sale gain, net profit was $1.82bn. Interim dividend 4.75c; $600m special dividend still planned for November 2009. Net assets $2.4bn.