Each one in plain English, with the numbers worked through for a shareholder.
11 Dec 2017material agreement▲ GoodMajor
Subsidiary Ledjadja signs the Noble offtake for additional uncontracted coal, resolving the first-right-of-refusal thread: 800,000t a year plus up to 300,000t for years 1-3, then up to 200,000t. It needs regulatory and possibly shareholder approvals.
Noble extends its facility by up to US$3.8m, drawn monthly to 31 March 2018, taking the total to US$32.2m at 10.75%. The new money is repayable from the first project-finance drawdown. The original US$20m repayments now start 30 April 2018.
23 Nov 2017director officer appointment● NeutralMajor
Peter Watson, former Sedgman managing director, joins as non-executive director after Gately's resignation, keeping the required Australian-resident directors. Lulamile Xate now signs as Chairman, completing the succession flagged in October.
All four AGM resolutions passed on a show of hands: re-election of Molotsane, Croll and Dahiya, and adoption of the remuneration report. Proxy votes against were about 10-11% of votes cast.
Chairman Gately says the company has survived only on Noble's support and that the Debt Club failed over Eskom supply certainty. Any alternative funding needs shareholder approval as a related-party deal, and the rail link (ZAR650M) remains unfunded. He resigns at meeting end.
AGM presentation by the CEO repeats known facts: funding credit approvals underway, Sedgman and rail contracts completed but unexecuted. Timeline: finance documents and EGM in Q1/Q2 2018, financial close Q2 2018, first saleable coal Q4 2020.
The alternative lenders have finished due diligence but credit approvals and term sheets have no firm date, slipping again past early November. The facility would fund mine construction to commissioning, excluding the rail link and roughly R300m (A$27.5m) ramp-up costs. Shareholder approval will be required.
September quarter: cash $5.1m. Alternative lender approvals and term sheets now expected end October/early November, with first drawdown March 2018 if the board accepts. Legal advice says shareholder approval would be needed. Sedgman contracts are board-approved, and further Noble extension talks have begun.
CEO Rob Lowe's contract, due to expire 31 December 2017, is extended by at least 12 months on unchanged terms, with fixed pay of A$800,000. The board cites the current state of financing negotiations; his main bonus target is securing project finance.
17 Oct 2017director officer appointment● NeutralMajor
Chairman Denis Gately will resign at the end of the 22 November 2017 AGM, and directors propose Lulamile Xate as successor. This is a chair change, coming shortly after the lender setback.
2017 annual report: loss before tax narrowed to $2.0m from $7.7m, while total debt rose to $46.8m from $39.6m and net debt to $42.1m. Net assets were $134.5m. It restates the 995Mt resource.
Appendix 4G governance disclosure form for the year to 30 June 2017, pointing to the governance statement on the company website. Administrative; no new business information.
Corporate governance statement for FY17. It reports the board did not conduct a formal performance review after the 2015 board change, and executive reviews are deferred to June 2018. Administrative, with no new business information.
Replying to an ASX query, the company says it learned of the lenders' position on 22-23 August and announced on 25 August. It confirms compliance with disclosure rules. ASX noted the share price fell 31% from $0.07 to $0.048 after the update.
FY17 financial statements released. Noble agreed to push the start of repayments on its 2014 facility from September 2017 to April 2018, easing near-term pressure. The release text provided does not show other financial figures.
Debt Club lenders declined to proceed without more certainty on the Eskom coal supply terms, so the board considers that funding source no longer viable. Management is pursuing an alternative lender group with no committed Eskom supply, with first approvals expected around end September or early October.
June quarter report: major contracts are substantially agreed, with outstanding items due to lenders by 31 July before credit approvals start. An Eskom MOU is now an outstanding item, and talks will run past July. Noble repayments due 30 September 2017 are being discussed for deferral. Cash figure not shown in the text provided.
The 14 June lenders' meeting was positive, but a few items remain (financial model, term sheet, rail link funding terms), now due by 31 July. Credit approvals would take about two months after that. Noble's second drawdown of US$2.75m was received.
The lenders' all-party meeting slips from 25 May to 14 June 2017, delaying contract finalisation and credit approvals by about a month. Mining and ancillary contracts are ready for lenders. Transnet approved the rail stabilising facility, and Noble's second drawdown was approved early.
17 May 2017director officer appointment● NeutralMajor
Manish Dahiya, Noble's global head of energy coal and LNG, joins as a non-executive director under the Noble loan extension. Gregory Hunter, a Noble employee, is his alternate and the third representative on the Ledjadja Coal board. Noble gains more board influence.
Chairman says most major contracts are substantially agreed, with an all-party meeting in mid-May. Contracts are to be reported complete to lenders by end May, so credit approvals would run June/July 2017. This is another slip from the April hope for approvals.
March quarter report: cash fell to $1.2m from $4.5m. Key contracts are being finalised and funding is hoped for during 2017. The first US$2.4m of the Noble extension was drawn after quarter end. The IPP submission is expected towards end 2017.
Noble agrees to lend up to a further US$8.4m in three tranches to September 2017 at 10.75%, on top of the US$20m facility. Noble gains a board nominee, and its domestic offtake and 35-year marketing agreements are restated. Terms are subject to approvals; this continues the working capital pressure.
Board update pushes the funding target to mid-2017, a clear slip from March 2017 financial close. Transnet says it cannot fund the roughly R550m rail link, so other funders are being sought. Lender credit approvals are now hoped for by end April.
December quarter report: cash fell to $4.5m from $8.2m. Material contracts with Transnet, Sedgman and Stefanutti Stocks are progressing as conditions to financial close. The company is considering a proposal to increase its fully drawn unsecured loan, with a decision expected in February. Repeats the 267Mt reserve.
Coal estimate updated to JORC 2012 for the Ledjadja #1 and #3 areas. Measured and indicated resource rises from 664.2Mt to 994.8Mt, but marketable reserves fall from 430.6Mt to 267.1Mt under the new dual export/domestic plan. This revises the earlier 744.8Mt probable reserve basis.
Chairman tells the AGM he had hoped to report the mine funded and under construction, but it is not. Lender credit approvals are now expected by February 2017, financial close March 2017, first coal Q1 2019. About $208m has been invested in the South African assets since 2008.
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.
All three AGM resolutions passed on a show of hands: re-election of Dr Konji Sebati and Colin Gilligan, and adoption of the remuneration report. Administrative outcome with no new business information.
September quarter report: cash fell to $8.2m from $12.0m in June. Syndicate due diligence continues, with EFIC joining, and independent experts found no fatal flaws in the new mine plan. Financial close is targeted by March 2017, first coal Q1 2019.