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.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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.
24 Feb 2011quarterly activities report● Neutral
Quarter to 31 January 2011: saleable coal production fell 11% to 1.266 Mt on heavy rain, but six-month sales rose 8% to over 3 Mt. Western Rail is expected to reopen early to mid April, with trucking from New Acland. Northern Energy offer now $1.85.
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).
11 Jan 2011production update▼ BadMajor
Heavy rain in south-east Queensland suspended production at all New Hope operations. No flood damage to the mine sites so far, but transport infrastructure damage is being assessed. The company cannot yet estimate the full impact.
24 Dec 2010other● Neutral
Updated share trading policy (effective 15 December 2010) sets out insider trading rules and closed and open trading windows for employees and directors. Administrative only, with no financial or operational news.
16 Dec 2010business combination● Neutral
Northern Energy's chairman says New Hope will extend its offer from 21 December 2010 to 22 February 2011, and tells shareholders to take no action. He claims few acceptances so far and that the bid is below the ASX trading price.
10 Dec 2010business combination● Neutral
New Hope's Arkdale applied to the Takeovers Panel, alleging Northern Energy's target's statement omitted off-take agreement terms and that its expert and technical reports were deficient. It wants corrected reports and a supplementary statement. No Panel decision yet.
1 Dec 2010investor presentation● Neutral
New Hope presentation promotes its $1.50 Northern Energy offer, citing premiums of 42.9%-57.9% to pre-offer prices, no finance conditions and no competing bid. It says NEC needs $664m of funding and calls the expert's valuation flawed. Offer closes 21 December unless extended.
23 Nov 2010business combination● Neutral
New Hope's initial reply to the Target's Statement questions the independent expert's valuation of up to five times the pre-approach price. It points to a 12.7% placement at $1.41 and notes the projects are unfunded. It urges acceptance of $1.50.
23 Nov 2010business combination▼ BadMajor
Northern Energy says its independent expert (Lonergan Edwards) finds New Hope's $1.50 offer not fair or reasonable, valuing shares at $3.48-$4.75, or $2.70-$3.99 if a capital raising is needed. Directors urge shareholders to reject. This is a major hurdle for the bid.
23 Nov 2010business combination▼ Bad
Northern Energy lodged its Target's Statement, with directors unanimously recommending shareholders reject New Hope's $1.50 offer as inadequate. Directors and key holders control about 29% and intend to reject. The offer is still open to 21 December.
18 Nov 2010agm notice● Neutral
AGM presentation repeats FY2010 NPAT of $183.8m and the $326m after-tax Arrow gain booked in FY2011. It notes a 14c special dividend paid 9 November and cash of about $1.9bn afterwards. It restates the Northern Energy offer, closing 21 December.
11 Nov 2010quarterly activities report▲ Good
Quarter to 31 October 2010: record coal sales of 1.833 Mt (+24%), with record exports of 1.671 Mt, helped by using rail and port capacity competitors could not use in heavy rain. Wet weather cut overburden removal and left inventories low. New Lenton 3D seismic and further stages continue.
9 Nov 2010business combination● Neutral
New Hope's subsidiary Arkdale formally opened its $1.50 cash offer for Northern Energy on 9 November 2010, closing 7pm Sydney time on 21 December 2010 unless extended. This sets the dates left blank in earlier bidder's statements.