Each one in plain English, with the numbers worked through for a shareholder.
19 Nov 2019listing compliance notice● Neutral
Replying to an ASX query on September quarter cash (outflow $1.267m, cash $1.159m, next-quarter outflow $2.401m), RES expects continued negative cash flow. It relies on the Noble Seventh Deed, still being negotiated and needing a further ASX waiver, and targets financial close end February 2020.
Appendix 4G, the standard checklist pointing to where the FY19 corporate governance disclosures can be found. Administrative filing with no new business information.
Corporate governance statement for FY19, reporting compliance with the ASX recommendations except where noted. Notes that individual director and executive performance reviews are on hold until project funding is secured. Administrative, no new business information.
2019 Annual Report released, covering the year to 30 June 2019. The excerpt shows only corporate profile and governance material, with no new figures or developments beyond the known Boikarabelo funding story.
Noble's board conditionally approves up to a further US$2.5m of working capital, covering needs to 28 February 2020, with first repayment moved from 30 September 2019 to 28 February 2020. Repayable from project financing at Financial Close; AGM planned for 27 November.
FY19 financial statements released. Note 26 flags an in-principle Noble commitment of further funds to Ledjadja to pursue financial close by February 2020, with first repayment moved to 28 February 2020. Subject to Noble board approval expected early October.
Replying to an ASX query on its June quarter cash (outflow $1.602m, cash $1.367m, next-quarter outflow $3.076m), RES expects continued negative cash flow. It is negotiating Noble working capital through 31 January 2020 and expects to secure it.
The third and final lender confirms credit approval, so the syndicate's mine funding package is confirmed at R4.2b (about A$420m). A common term sheet is still to be agreed. The R750m rail funding is advanced; US$1.0m of Noble's US$2.5m is drawn.
A second lender, unnamed, formally confirms credit approval, a step forward after months of delay. Still needed: the third lender's approval, a common term sheet, rail funding, board approval and a shareholder meeting with an independent expert's report.
Noble's board nominee changes: Greg Hunter, a senior Noble employee in South Africa, replaces Manish Dahiya, who becomes his alternate. Hunter fills a casual vacancy until the next AGM.
The Sixth Deed of Amendment is signed, adding US$2.5m at 10.75% and lifting the Noble facility to US$44.4m. First repayment moves to 30 September 2019. A shareholder meeting to approve the increased pledge is required by 31 December 2019.
Replying to an ASX cash query (quarterly outflow $2.55m, cash $1.43m), RES expects continued negative cash flow and says it can continue if the Noble US$2.5m completes. It targets financial close in late August or September 2019 and is cutting overheads.
ASX granted a Listing Rule 10.1 waiver letting the existing Noble share pledge over RES's 74% of Ledjadja also secure the extra US$2.5m, without a shareholder vote. First drawdown is expected by end of May 2019.
Neither Noble condition was met by 29 March: the third lender had not given written board credit approval. RES asked for an urgent meeting of all lenders and sent Noble a small-scale mining plan, which Noble is still evaluating.
ASX queried a rise from $0.058 (20 March) to $0.13 on higher volume. RES said it knew of no undisclosed information and suggested the market was slowly digesting its 15 March interim report and Noble funding news.
Half-year to 31 Dec 2018 shows a net loss of $6.7m (prior year $1.2m), including a $2.7m unrealised foreign exchange loss on the Noble loan and $1.2m interest no longer capitalised. Repeats that lender delays pushed back the 31 March 2019 financial close target.
Noble conditionally agrees up to a further US$2.5m of working capital to 30 June 2019, with first repayment moved to 30 September 2019. Conditions include all lender credit approvals by 29 March 2019 and a plan for small-scale mining at Boikarabelo.
Replying to an ASX query on its cash flows, RES expects continued negative operating cash flow and is negotiating more working capital to 30 June 2019, with nothing finalised. Funding delays raise borrowings, and repayment will come from mine cash flows once operating.
The delayed lender will not finish approvals before Christmas, so the funding timeline slips again and the board will focus on conserving cash or finding extra financial support. CFO Brendan O'Regan resigns effective 31 January 2019.
Michael Gray, a coal project developer, is appointed non-executive director, replacing retiring Peter Watson and keeping two Australian resident directors. Rob Croll becomes Lead Independent Director because the Chairman is not regarded as independent given his link to a significant shareholder.
Chairman's AGM address acknowledges shareholder impatience with the lengthy funding process. He cites the IDC R540m loan and refreshed expert reports, but declines to give a timeline, hoping construction starts in 2019.
The delayed lender's credit committee meeting has slipped again, though it remains committed to the project. The board is seeking a commitment to finish approvals before Christmas and is accelerating talks with an alternative third-party funder in parallel.
Noble's further US$4.7m is finalised, lifting the facility to US$41.9m at 10.75%. Security will be a pledge over RES's 74% of Ledjadja. ASX granted a waiver, first repayment moves to 30 June 2019, and the first drawdown is expected November 2018.
AGM notice sent for 30 November 2018. Director Peter Watson will retire at the AGM, citing competing time demands. BDO is chosen as new auditor after a July 2018 tender, replacing PwC, subject to ASIC approval and shareholder ratification.
The 2018 Annual Report repeats known facts: the 995Mt resource, 6Mtpa Stage 1 plan, and a 44km rail link to be built once funding is secured. The visible text shows no new developments.
Corporate governance statement for FY18 says the ASX recommendations are applied, except executive performance assessment. No executive incentive awards were made because of the project funding delay.
Appendix 4G key to corporate governance disclosures for FY18, lodged with the annual report. It is an administrative form pointing to where governance disclosures are found, and carries no new company developments.
Full-year statutory accounts to 30 June 2018 are released. The visible text covers only the contents and the directors' report, with no financial figures, so the results are not shown here. Brendan O'Regan became joint company secretary on 26 June 2018.
The delayed lender commits to table the proposal for credit approval by end October 2018. Financial close now looks likely towards end Q1 2019. Noble conditionally agrees a further US$4.7m, pushes first repayment to 1 April 2019, and takes new security.
With no control over the delayed lender's timing, the board will also explore a third party as a substitute or additional funder in the syndicate. The company says further delays are now likely.