Each one in plain English, with the numbers worked through for a shareholder.
23 Nov 2016investor presentation● Neutral
CEO AGM presentation repeats the funding road map: R5.52bn terms agreed, credit approvals in January/February 2017, financial close March 2017, first coal Q1 2019. Reports the Transnet rail tariff talks concluded and a 300MW power station concept study received. Largely repeats known items.
Corporate governance statement for the year to 30 June 2016, adopted 5 October 2016. It reports non-compliance on diversity objectives and performance reviews, explained by the November 2015 board change and the move of management to South Africa.
Appendix 4G governance disclosure form for the year to 30 June 2016, filed alongside the annual report, pointing to the governance statement on the company website. Administrative; no new business information.
Annual report for the year to 30 June 2016. Based on the visible text, it restates the 744.8Mt reserve and the new execution strategy, with first saleable coal planned for Q1 2019 once project finance is secured. The financial detail is truncated.
Chairman says funding approvals are now targeted for mid-December, a slight slip from the earlier timetable, with financial close by March 2017 and first coal in Q1 2019. Contractor and Transnet rail contracts are targeted for end-October and November. Thermal coal prices are reported near $75/t.
Stefanutti Stocks Mining Services is selected as preferred mining contractor under a Heads of Agreement, with a formal contract conditional on board approval and funding. Lenders' due diligence and site visit were satisfactory. The AGM is set for 23 November 2016.
Commercial terms agreed with RMB, IDC, PIC and Noble for R5.52bn (A$515m) to complete the Boikarabelo mine, subject to credit approvals. Financial close is targeted for end October 2016, with first coal in late 2018. This is the first agreed terms, but it is not yet a committed facility.
ASX queried a share price rise from $0.039 to a high of $0.075. The company said it knew of no undisclosed information and pointed to its 1 June update and a magazine article as possible explanations.
Zirk van der Bank, a mining engineer with over 20 years' coal experience, is appointed chief operating officer of operating subsidiary Ledjadja Coal. This fills a senior role flagged in the June 1 report, as part of building the owner's team.
Chairman's report says the lender's financial model is complete and the project looks fundable without more equity, with debt funding targeted for September. A US funding offer is being looked at and a larger power station is being studied. Largely repeats known items.
Heads of Agreement with Sedgman (CIMIC Group) for the Boikarabelo coal plant at a fixed US$141m, below the earlier estimate. It is subject to board approval and funding, so it only firms up if the debt funding closes.
Chairman reports a technical review recommending selective mining and a contract miner, with a bankable study for a 260MW power station. Rob Lowe gets a minimum two-year CEO contract, Brendan O'Regan is CFO, and the Sydney office is closed. Only the debt club remains as a credible funding option.
Grant Samuel is adviser and RMB was appointed lead arranger on 17 February for the debt club. The company has stopped dealing with HAB & JPR Privée after getting no satisfactory answers, so the EUR480m MoU is effectively dead. The debt club is now the only funding path.
Half-year to 31 December 2015 net loss $8.1m (prior $3.2m), including a $7.0m unrealised foreign exchange loss and $2.2m of employee expenses. Reserve of 744.8Mt is restated and debt club funding is still being negotiated. No equity raising is planned if the facility proceeds.
New chairman Gately reports a desk-top review is done, with all Sydney staff retrenched by the former executives the day before the meeting. The board will appoint a financial adviser and review mining models, aiming to report in early 2016 and to be funded by the 2016 AGM.
27 Nov 2015director officer appointment● NeutralMajor
After the board overhaul, Denis Gately becomes Chairman, Lulamile Xate Deputy Chairman, and Robert Lowe (CEO of major shareholder Altius) interim CEO, replacing Paul Jury. Michael Meintjes replaces Steve Matthews as company secretary. Control has passed to the Altius-backed nominees.
A review Panel declined to conduct proceedings on RES's challenge, saying it could not reasonably find anything more favourable to RES. No interim orders were made, so the 26 November meeting to replace the board goes ahead with Noble, Shinto and PIC able to vote.
Takeovers Panel found Noble and Altius became associates from 25 August 2015 and failed to disclose it, giving them 24.38% combined. It found no proof of a voting agreement and ordered disclosure only, with no voting bar. RES has applied for a review.
Amended Appendix 5B for the September quarter, clarifying loan facilities at ASX's request. The company says the Noble US$65m loan is not viable and shareholders should treat it as unavailable; the US$55.3m rail loan term sheet expired 26 June 2015.
Takeovers Panel confirms receipt of RES's application and publishes its details, including holdings of PIC 19.49%, Noble 13.69% and Shinto 10.58%. No panel has been appointed and no decision made. Procedural step only.
RES applied to the Takeovers Panel for a declaration of unacceptable circumstances over the link between Altius, Noble and PIC. It seeks orders barring all three from voting at the requisitioned meeting. Outcome pending; escalates the control fight.
Altius declined RES's request to withdraw its requisition for a general meeting to replace the directors. The board contest therefore goes to a shareholder vote.
RES told ASIC that Altius, Noble and PIC acted collectively, and alleged confidential funding information may have been misused. It asked Altius to withdraw the requisition to protect the EUR480m funding. Escalates the board fight into regulatory action; these are the company's claims only.
Media release repeating the HAB & JPR Privée EUR480m in-principle funding terms and the lender's right to cancel on a board change. Calls on shareholders to reject Altius's bid. Re-release of the same-day funding announcement with no new facts.
Received a signed MoU from Swiss private entity HAB & JPR Privée for EUR480m in two stages (EUR175m by 31 January 2016, EUR305m June 2016), 20 years at about 4.5%. The lender may cancel if directors change. Not yet binding: the stage 1 agreement is unsigned.
Shinto Torii (Altius subsidiary, 10.7% holder) requisitioned a meeting to remove all four directors and install six nominees. The AGM will be deferred so both meetings are held together. Escalates the Noble and Altius dispute into a fight for board control.
2015 annual report restates the 744.8Mt probable reserve, 6Mtpa Stage 1 target, offtake contracts and infrastructure progress, and awaits remaining funding. AGM is set for 4 November 2015. Largely repeats known facts; financial figures are not shown in the text provided.
Noble Group asked for two extra RES directors and one on the Ledjadja board, citing doubts over EFIC and EKF support. The board refused, saying the club's terms, including Noble's, seek excessive returns. Opens a board-control dispute with the largest funding partner.