Each one in plain English, with the numbers worked through for a shareholder.
14 Jan 2019business combination● Neutral
Duplicate lodgement of the Fourth Supplementary Target's Statement. Same content: FY19 production guidance raised to 2.15Mt from 2.0Mt, EBITDA guidance $140-155m, and the directors' unanimous recommendation to reject the $0.95 offer is unchanged.
Golden Investments extends its $0.95 offer from 3 January to 22 January 2019 and confirms the FIRB condition is satisfied. GEAR has signed the $150m Credit Suisse facility agreement to fund part of the price. The bidder urges shareholders to accept.
Formal notice extends Golden Investments' $0.95 offer to 7pm on 22 January 2019, with the conditions status notice due 15 January. Only the FIRB condition is fulfilled; the other conditions, including the 50% minimum, are not yet met.
The dragline has walked from Isaac Plains to Isaac Plains East and was operating there from 23 December 2018, on schedule. This completes the move flagged for the December quarter; the company says lower strip ratio should cut unit costs and support a strong second half of FY19.
Re-lodgement of the Second Supplementary Target's Statement with the same content: ASIC-requested extra disclosure from BDO, no change to its valuation or 'not fair and not reasonable' view of the $0.95 offer, and directors still recommend rejection.
Second Supplementary Target's Statement adds extra disclosure from independent expert BDO, requested by ASIC. BDO's value estimate and its 'not fair and not reasonable' conclusion on the $0.95 Golden Investments offer are unchanged; directors still unanimously recommend rejecting.
Golden Investments gives notice that the FIRB (foreign investment approval) condition of its $0.95 bid has been fulfilled. This removes one hurdle; the 50% minimum acceptance and other conditions remain, and the board still recommends rejection.
Stanmore confirms it dispatched the Target's Statement and expert's report to shareholders on 17 December 2018, as required. Administrative; the content was already released on 12 December.
Golden Investments' first supplementary statement appoints CLSA as Australian adviser and updates funding. Maximum cost falls to $196.8m after DRP shares; GEAR plans to fund $70m from its A$150m facility and $9m from cash, and Ascend from investor commitments. Price unchanged.
Independent expert BDO values a controlling interest in Stanmore at $1.48-$1.90 per share and concludes the $0.95 offer is not fair and not reasonable. Directors unanimously recommend rejection, citing the $130-150m FY19 EBITDA outlook.
Target's Statement: directors unanimously recommend rejecting the $0.95 offer as significantly undervaluing the shares. It includes an independent expert's report; shareholders reject by doing nothing.
Chris McAuliffe, nominee of largest shareholder Greatgroup (Sprint), resigns as director after six years. Greatgroup's sale of 19.9% of Stanmore to GEAR completed 5 December 2018. Board still advises rejecting the takeover offer.
Golden Investments' bidder's statement is sent to shareholders. The offer opened 3 December 2018 and closes 3 January 2019 unless extended or withdrawn. Terms remain the $0.95 cash bid already announced.
Bidder's lawyers give notice that Golden Investments has finished sending its bidder's statement to Stanmore shareholders on the register at 26 November 2018. Administrative notice only.
Board recommends rejecting the $0.95 Golden Investments offer as significantly undervaluing the company. It says the offer implies enterprise value of $225m, only 1.5-1.7 times FY19 EBITDA guidance, with premiums of 14.5% to last price and 8.1% to one-month average price.
Maiden 2c unfranked dividend paid 23 November 2018. 18% of holders joined the DRP, issuing 1,026,540 shares at $0.8798 (5% discount). Company says FY19 EBITDA guidance of $130-150m supports considering FY19 dividends.
Golden Investments (owned by Golden Energy and Resources and Ascend Global) announces an off-market takeover bid at $0.95 cash per share for all of Stanmore. It already has 19.90% voting power via an agreement to buy 50.1m shares from the largest shareholder. Subject to FIRB approval and a 50% minimum.
FY19 underlying EBITDA guidance of $130-150m, versus $45.6m in FY18, based on 2.0Mtpa production at $86/t FOB cost (excluding $14/t royalties). Assumes semi-soft coking coal at US$126/t and an 88:12 coking-to-thermal split.
Corrects the earlier release: the $0.95 offer is a 6.4% premium to the 5-day average price, not 14.5%. It is 14.5% above the 16 November last traded price. Shareholders still need take no action.
Updated Wilsons presentation repeats known FY19 highlights: $130-150m EBITDA guidance, 2.0Mt production, two Isaac Plains East pits and added port capacity. Shows price $0.83 and market cap $209m at 16 Nov 2018; Isaac Downs approvals have started.
Wilsons conference presentation recaps known points: FY19 guidance of 2.0Mt product, Isaac Plains East ramp-up, Isaac Downs acquisition and the 2c dividend. Shows share price $0.915 and market cap $230m at 12 Nov 2018; no new information.
Board tells shareholders to take no action on the unsolicited $0.95 Golden Investments bid while it evaluates it. Citi and Allens are advisers. The claimed 14.5% premium to the 5-day average price was corrected later the same day.
Andrew Martin resigns as director, weeks after shareholders approved his appointment at the 2018 AGM. He was nominated by substantial shareholder St Lucia Resources International; no reason is given in the text.
Golding's parent NRW confirms the five-year extension at Isaac Plains East, adding about $500m to the contract and extending it to June 2024. Golding plans about $40m of new equipment, likely in FY20. Mirrors Stanmore's own announcement.
Golding's Isaac Plains East mining contract is extended up to five more years from 1 July 2019, with early termination available after 3 years. This resolves the open longer-term contract thread and keeps flexibility to operate the plant or move to Isaac Downs.
FY19 production guidance lifted from 1.8Mt to 2.0Mt of product at unchanged $86/t underlying FOB cost, after securing extra long-term Dalrymple Bay port capacity (5 and 10 year take-or-pay contracts) to match Isaac Plains infrastructure.
September quarter: record 2.7Mtpa annualised run-rate since Isaac Plains East began mining; 319kt sold at A$169/t, FOB cost A$128/t. FY19 guidance of 1.8Mt at $86/t reconfirmed. Net cash $19.3m after paying $10m of the $30m Isaac Downs price.
Dividend Reinvestment Plan adopted, approved by shareholders at the 2018 AGM. Shareholders can take shares instead of cash dividends, with shares possibly issued at a discount. This resolves the DRP approval pending since the dividend announcement.
AGM presentation recapping FY18 and the Isaac Plains expansion, with share price $0.845 and market cap $213m at 25 October 2018. Text visible is largely repeated known facts; no new information visible in the readable portion.
Chairman's AGM address repeats FY18 results: revenue $208.1m, gross profit $52.3m, maiden 2c dividend, and a share price up from 34 to 87 cents over the year. Recommends Andrew Martin's appointment; no new information.