Each one in plain English, with the numbers worked through for a shareholder.
19 Oct 2023business combination● NeutralMajor
The court approved sending out the Scheme Booklet, and the independent expert, Grant Samuel, found the takeover fair and reasonable. Total cash is now about $8.81 per share, including a planned 39c special dividend, lower than the $8.912 implied at signing, with the Board unanimously recommending a yes vote.
Origin confirmed the ACCC granted authorisation for the Brookfield/MidOcean takeover, based on published undertakings. Approvals from FIRB, NOPTA and certain other foreign investment bodies are still outstanding; the Scheme Booklet is expected in coming weeks. Shareholders need take no action.
The ACCC (competition regulator) granted conditional authorisation for Brookfield and MidOcean's acquisition of Origin, finding public benefits from faster renewables build-out finely outweigh competition harms. This clears a key hurdle for the takeover agreed in March.
Blue Energy said it refreshed its non-binding heads of agreement with Origin for up to 300 PJ of gas over 10 years, 20-30 PJ a year from 2027, delivered at Wallumbilla. It renews the March 2021 deal on similar terms and depends on a Bowen Basin pipeline being built.
Origin's 2023 Sustainability Report, lodged with the full-year results. The text provided is the cover and opening pages only (CEO message, contents), so no new financial or project figures can be drawn. Routine reporting.
Full-year filing package: statutory profit $1,055m versus a $1,429m loss, revenue $16,481m (up 14%), final dividend 20c fully franked, paid 29 September 2023. Includes annual report, reserves report and governance statement. Headline figures are covered in the results release.
FY2023 statutory profit was $1,055m (versus a $1,429m loss) and underlying profit $747m, up $340m. Final dividend 20c fully franked, with FY2024 Energy Markets earnings expected to grow. APLNG distributions to Origin were $1,489m net of hedging.
Full-year results slides repeating known figures: underlying profit $747m, adjusted net debt $2.9bn, final dividend 20c. They note the consortium's ACCC and FIRB approval process is underway, and that the Canning and Cooper-Eromanga exits await regulatory approval.
CEO Frank Calabria's contract was amended so incentive pay can be delivered in cash or deferred cash or equity, because the Scheme Implementation Deed restricts new share issues. Other terms are unchanged. Administrative.
Origin lifted FY2023 Energy Markets underlying EBITDA guidance to $950m-$1,200m, from the higher end of $600-730m. It cites stronger Octopus UK earnings, better domestic performance and cheaper coal supply. Bulb acquisition accounting leaves a wider-than-usual range.
Origin approved the first stage of the Eraring battery: a 460 MW, two-hour system costing about $600m, due online in the final quarter of 2025. Supply and construction agreements are signed; this resolves the pending final investment decision. Option to expand to 700 MW.
Origin signed a binding Scheme Implementation Deed with Brookfield and MidOcean: A$5.78 plus US$2.19 per share for all holders, implying $8.912 (EV $18.7bn, 53.4% premium to pre-bid price). Board unanimously recommends, absent a superior proposal and subject to independent expert and approvals.
The consortium revised its non-binding proposal to $8.90 per share, down from $9.00, with a US dollar component for larger holdings tied to APLNG distributions. It is reduced by dividends, with a 4.5c monthly fee after 30 Nov 2023. The Board will keep negotiating.
Slides for the half-year results already reported. They say takeover due diligence is substantially complete, with talks continuing toward a binding proposal, and repeat HY23 figures (statutory profit $399m, underlying profit $44m, 16.5c interim dividend). Largely repeats known facts.
Half-year report to 31 December 2022: statutory profit $399m versus a $131m loss, underlying profit down to $44m from $268m. Interim dividend 16.5c fully franked. Adjusted free cash flow was negative $439m. Origin's pending takeover is not covered in the text provided.
Half-year results: underlying profit fell to $44m from $268m; statutory profit $399m. Interim dividend 16.5c fully franked, paid 24 March 2023. Origin finished the Beetaloo sale and has agreed with Buru to exit the Canning Basin. Energy Markets earnings are expected near the top of guidance.
Brookfield/MidOcean consortium has substantially completed due diligence on its $9.00 proposal; talks continue on a non-exclusive basis toward a binding offer. Any offer needs ACCC and FIRB approval and a Scheme Implementation Deed. No shareholder action needed.
Origin raised FY2023 Energy Markets EBITDA guidance to $600-730m from $500-650m, excluding any coal price cap effects. APLNG production guidance was cut to 660-680 PJ from 680-710 PJ after wet weather. LNG trading outlook improved.
Origin corrected the prior FY2025 LNG trading EBITDA guidance in its earlier release: it was $350-550m, not $350-450m. The updated guidance of $450-650m (FY2025-26) is unchanged.
The consortium asked for more time on due diligence, and exclusivity will end on 24 January 2023 under the existing arrangements. The $9.00 proposal remains non-binding, with no binding offer yet; no shareholder action needed.
The Brookfield/MidOcean consortium says due diligence will finish early in the new year with no material adverse matters found so far. Origin extended exclusivity to 16 January 2023. The $9.00 proposal remains non-binding; no shareholder action needed.
Buru Energy noted the Brookfield/MidOcean proposal, under which MidOcean would acquire Origin's Integrated Gas assets including the Canning Basin JV interest. Buru says it will monitor the implications. Third-party comment with no new Origin action.
Origin received a non-binding $9.00 cash per share proposal from Brookfield and EIG's MidOcean (valuing Origin at $18.4bn enterprise value), up from $7.95 in August. Origin granted exclusivity for due diligence and intends to recommend a binding offer at that price, subject to conditions.
9 Nov 2022asset acquisition disposition● NeutralMajor
Origin completed the sale of its Beetaloo interest to Tamboran (B1), receiving $60m net, with a royalty and a conditional gas sale agreement in place. A $70-90m non-cash post-tax loss is expected. The exploration permit review continues.
Tamboran finished its A$137m raise at A$0.21 per share to fund the Beetaloo purchase, and said all conditions precedent, including Ministerial Approval, are satisfied. This clears the main hurdle for Origin's Beetaloo sale; completion is still to come.
Origin restored the guidance withdrawn in June: FY2023 Energy Markets underlying EBITDA of $500-650m (FY2022: $365m), and APLNG production 680-710 PJ, likely towards the lower end after wet weather. A capital management decision is flagged for February 2023 half-year results.
Origin will sell its 77.5% Beetaloo Basin interest to Tamboran (B1) for $60m upfront plus a 5.5% royalty, and plans to exit its other exploration permits over time. This ends the eight-year Beetaloo exploration with Falcon; a non-cash post-tax loss of $70-90m is expected. Falcon holds a pre-emptive right.
2022 Sustainability Report covering customers, communities, climate and people. Restates the 40% intensity target and notes Scope 1 and 2 equity emissions fell 4 million tonnes in FY22. Reporting only, no new transaction.
26 Aug 2022regulatory community update● NeutralMajor
Origin released its first Climate Transition Action Plan, with a net zero by 2050 ambition covering Scope 1, 2 and 3. It targets a 40% cut in emissions intensity by 2030 (FY2019 base), which delivers the updated 1.5°C-aligned targets promised in March. It goes to an advisory vote at the AGM.