Each one in plain English, with the numbers worked through for a shareholder.
20 Oct 2016other● Neutral
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.
June quarter report: cash was $12.0m, down from $18.3m in December. It repeats the Sedgman agreement, COO appointment and the debt club's advanced talks, with a US funding offer also being investigated. Construction is still waiting on funding.
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.
March quarter report: the technical review recommends selective mining, EPC contractors and a contract miner, and a 260MW power station study is fast-tracked. RMB-led debt club talks continue and all members renewed commitment. The text is truncated, so the cash figure is not shown.
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.
December quarter: cash fell to $18.3m from $26.2m. Termination benefits of $2,303,504 were paid to former board, executives and staff the day before the meeting, and the new board is seeking legal advice. Funding talks resume in January; construction is winding down.
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.
September quarter report: cash fell to $26.2m from $28.5m. The board says the debt club's status is uncertain after Noble and Altius proposed models it rejected. The board contest, Takeovers Panel application and EUR480m Swiss MoU (lender may cancel on board change) remain open. Kubu mining right lodged.
Formal notice of the Shinto-requisitioned meeting on 26 November 2015, with resolutions to appoint six directors, including Xate, Sebati, Croll, Molotsane and Gately. Shareholders on the register at 7pm on 24 November are eligible to vote. Text is truncated, so the removal resolutions are not shown.
The 2015 AGM moves from 4 November to 26 November 2015 at 9.30am, with the requisitioned meeting held the same day. Existing proxy forms stay valid. Administrative scheduling.
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.