Each one in plain English, with the numbers worked through for a shareholder.
4 Jan 2008business combination● Neutral
Resource Pacific rejects Xstrata's $2.85 per share bid, backed by an independent expert valuing it at $3.56 to $4.09. Longwall production on the second face is due to restart 15 January 2008. This is the rival bid that New Hope declined to match.
Routine top 20 shareholder list and distribution schedule. Washington H. Soul Pattinson holds 61.06% (down from 61.6% earlier in the context), Mitsubishi Materials 11.38%; 808.6 million shares are on issue held by 4,916 holders.
New Hope confirms it holds no relevant interest in any Resource Pacific shares and that compulsory acquisition will not proceed. This is the final administrative closure of the failed bid.
New Hope obtained ASIC consent to withdraw its unaccepted offer for Resource Pacific. The offer closed at 7pm on 18 December 2007, well before the planned 1 February 2008 close, formally ending the bid.
New Hope will not raise its 0.94-share offer to beat Xstrata's higher bid for Resource Pacific, citing Newpac production problems, long-wall difficulties and lack of synergies. It will seek ASIC consent to withdraw, and will push on with New Saraji and renewable energy.
Resource Pacific's formal target's statement tells its holders to reject New Hope's 0.94-share offer as inadequate and opportunistic, citing Newpac's growth plan to 8 Mtpa by 2010 and loss of control to Soul Pattinson. The directors' recommendation is unanimous.
Resource Pacific's media release repeats its recommendation to reject New Hope's bid. It says Xstrata made an unsolicited bid for RSP the day before (5 Dec), which RSP presents as evidence of its value. This introduces a rival bidder for New Hope's target.
Resource Pacific's managing director wrote to shareholders to take no action, saying the bid undervalues Newpac, which has a 28-year mine life. Asian buyers have committed to 100% of 2008 saleable output. A formal recommendation will follow.
The replacement bidder's statement was sent to Resource Pacific shareholders. The 0.94-share offer opens 3 December 2007 and closes 1 February 2008, unless varied.
New Hope amended its Resource Pacific offer documents after matters raised by RSP. The offer values RSP at $2.262 a share on pre-bid prices, but at recent 5-day averages about $2.116, an 8.5% discount to RSP's price.
New Hope lodged a replacement bidder's statement dated 26 November for its 0.94-share offer for Resource Pacific, incorporating changes requested by RSP. Offer dates were still blank. The truncated text gives no new terms beyond the supplementary statement.
Marked-up version of the 26 November replacement bidder's statement, showing changes from the 13 November original. Administrative re-release; the offer remains 0.94 New Hope shares per Resource Pacific share.
Chairman's AGM address repeats FY2007 profit of $69.3 million, 7.6 cents of dividends, and Acland and QBH growth plans. It expects about 4.1 million tonnes of production in 2008 and a possible third Acland lease in 2010. Nothing new.
New Hope secured a 28-year contract from 2010 for Toowoomba City Council recycled water for New Acland, via a 47 km pipeline it will build and own. Work has also started to expand Queensland Bulk Handling from about 4 to 6-7 million tonnes a year from 2010.
Quarter to 31 October 2007: saleable coal output rose 24% to 1.118 million tonnes and coal sold rose 12% to 1.079 million tonnes, driven by Acland. A long-term deal will supply Acland with recycled Toowoomba water via a 47 km pipeline.
New Hope's chairman urged Resource Pacific holders to accept the full-scrip offer, claiming three-year shareholder returns of 120% against 70% for RSP. The bidder's statement was lodged with ASIC and goes to RSP shareholders in about two weeks. Largely a promotional restatement of the bid.
New Hope lodged its bidder's statement with ASIC for the revised full-scrip offer of 0.94 New Hope share per Resource Pacific share. Offer open and close dates were still blank. The text was truncated, so no further terms are confirmed here.
Resource Pacific again advised shareholders to take no action after New Hope lodged its bidder's statement, saying first sight changed nothing about its view the bid is unattractive. It notes Newpac has over 252 million tonnes and capacity of at least 4 Mtpa.
New Hope withdrew its original Resource Pacific bid and replaced it with 0.94 New Hope shares per RSP share (was 1.04), after RSP's $165m offer at $1.60 passed. It values RSP at about $2.25 a share, roughly $754 million. Bidder's statement due around 12 November.
Resource Pacific told shareholders to take no action on New Hope's revised bid, calling it initially 'unattractive'. It says the Newpac mine is well placed and plans to lift run-of-mine output to 8 million tonnes a year. A formal recommendation will follow the bidder's statement.
The Takeovers Panel declined to act on New Hope's 19 October application after Resource Pacific gave shareholders extra detail on its $165 million entitlement offer. Panel said issuing the shares would trigger a defeating condition in New Hope's bid. Resolves the pending Panel application.
New Hope applied to the Takeovers Panel over Resource Pacific's $165 million entitlement offer, saying its shareholders lack time and information to weigh it against the bid. It seeks disclosure and a delay of the 31 October meeting. The Panel has not yet decided.
Re-lodges the reserves and resources statement as at 31 May 2007, confirming it matches the 6 June release: 1,687 million tonnes of resources. A clarification only; no new numbers.
Target Resource Pacific announced a $165 million entitlement offer, with $120 million to repay project debt, in response to New Hope's takeover plan. New Hope's bid is to be conditional on no share issue, so the offer is a defensive complication; shareholders will vote.
Analyst briefing repeats the full-year results and notes Tarong did not exercise its option. It outlines Acland growth options, a possible rise to 4.4 Mtpa, and a third mining lease possibly granted in 2010. Arrow stake worth $319.2 million.
Resource Pacific, the target of New Hope's announced unsolicited scrip takeover bid, advises its shareholders to take no action and calls the bid opportunistic. This is New Hope's first move into a Newpac-mine takeover; the Resource Pacific text does not give terms.
Year to July 2007 profit rose 0.9% to $69.3 million, with revenue $248.8 million. Final dividend 2.5 cents plus special 3.0 cents (special down from 4.5 cents). The Arrow stake carries a $231.6 million unrealised pre-tax gain.
Media release repeats the full-year result: profit $69.3 million, total dividends 7.6 cents. Notes QBH now fully owned, coal-to-diesel concept testing shows the technology feasible, and $23.7 million spent buying land at Acland.
Tarong Energy will not exercise its option to buy 5.7 million tonnes a year from New Acland from 2011, despite New Hope meeting all conditions. New Hope says that coal can go to exports, citing doubled world prices, and is pursuing rail, port expansion and coal-to-liquids.
July 2007 quarter raw coal output hit a record 2.008 million tonnes, up 13%; full-year coal sold rose 2% to 3.868 million tonnes. Acland runs at about 3.65 Mtpa. Tarong option still open to 30 September, now with coal to go by conveyor.