Each one in plain English, with the numbers worked through for a shareholder.
13 Mar 2020half year report▼ Bad
Half-year to December 2019: net loss $3.285m (previous year $6.713m). Admin costs rose mainly on a Burnvoir settlement provision. The report restates the funding package terms; the term sheets indicated Ledjadja dilution to 51% for RES's holding company if the equity component completes.
EGM called for 7 April 2020 to approve the Mine Funding Package under Listing Rule 10.1. The independent expert finds it fair and reasonable to shareholders not associated with PIC, IDC and Noble, in the absence of an alternate offer.
Financial close target slips again, to on or before 30 April 2020, as the shareholder meeting moves to late March or early April. Rail link funding of R750m is still non-binding, with Ledjadja to hold 49.9% of a rail SPV. Talks with Noble on more working capital have started.
10 Feb 2020director officer appointment▲ GoodMajor
Brian Harvey, a chartered accountant with resources and capital-project experience, is appointed CFO from 1 June 2020. This fills the CFO role vacant since the December 2018 resignation.
December quarter: cash $1.29m and US$1.5m of the Noble facility undrawn. The Seventh Deed with Noble was signed 11 December, extending the first repayment to 31 March 2020. The expert's report is due early February. Financial close is still targeted for 31 March 2020, but conditions are outside the company's control.
The binding Project Funding Agreements with the PIC, IDC and Noble syndicate are signed, mirroring the 3 December term sheets. Drawdown still depends on conditions precedent. A shareholder EGM is now planned for Q1 2020, with financial close still targeted for end March 2020.
ASX grants the Listing Rule 10.1 waiver, so the Noble share pledge can secure the extra US$2.5m without a shareholder vote. Secured total rises to US$46.9m plus interest. The extra funding is now available to 31 March 2020, not 28 February.
Ledjadja signs non-binding equity and debt term sheets with PIC, IDC and Noble for the Boikarabelo funding, ending the long wait over common terms. Senior debt is about ZAR2.34b and mezzanine about ZAR1.63b. Binding commitment still needs documents, conditions and approvals.
ASX pauses trading in RES securities pending a further announcement. No reason is given in the notice. The 3 December term sheet announcement followed.
The chairman tells the AGM lender terms are still incomplete but progress is encouraging. He notes the Transnet rail agreement and says rail link funding is well progressed. He thanks Noble for its working capital support.
All four director re-elections passed at the 27 November AGM. The remuneration report, which got a first strike in 2018, passed on a poll with about 276.8m votes for and 19.6m against. The spill resolution was not required.
Lender negotiations were not concluded before the AGM. The financial close target moves again, to end of March 2020, from end of February. The R4.2b (about A$418m) package remains on offer; a further update is hoped within a week.
Ledjadja signs a binding 10-year take-or-pay agreement with Transnet to rail 3.6Mtpa of export coal to Richards Bay from 1 June 2022. It follows Transnet's earlier comfort letter. Conditions include rail link funding and a port capacity agreement.
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.
September quarter: cash $1.16m. Common lender terms still not finalised, so the shareholder funding EGM slips to late January 2020. Financial close is now possible by 28 February 2020, from end November. Noble's extra US$2.5m is being documented, needing a further ASX waiver.
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.
June quarter: all three lenders have approved the R4.2b package, and a common term sheet is being worked through. Financial close is now targeted for end of November 2019, later than the previous late August/September target. Cash is $1.37m, and more Noble funding is under discussion.
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.
March quarter: cash was $1.43m, with the third lender's approval slipping about another month. Financial close is now expected late August or September 2019. A small-scale mining plan went to Noble, and the extra US$2.5m facility is still being formalised.
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.