Each one in plain English, with the numbers worked through for a shareholder.
12 Aug 2022asset acquisition disposition▲ GoodMajor
Stanmore agrees to buy Mitsui's remaining 20% of SMC for US$380m, reduced by any SMC dividends paid before completion, taking it to 100%. Funded from internal cash, no new debt or equity; needs FIRB approval, with completion expected Q4 2022.
Presentation accompanying the half-year result, repeating known figures: underlying EBITDA US$726m, operating cash flow US$563m, liquidity US$605m and share price A$2.02. Updated guidance is mentioned but not visible in the readable text.
June quarter, first with BMC (renamed Stanmore SMC on 11 May): ROM 2.9Mt and saleable 2.2Mt, in line with guidance despite mid-quarter wet weather. One recordable injury; 12-month injury rate 2.5. Millennium underground first coal now late 2022.
Queensland's budget adds royalty tiers of 20% above $175/t, 30% above $225/t and 40% above $300/t, plus a payroll levy. Stanmore, which just paid for BMC, calls the rises extraordinary and is still assessing the impact.
AGM address: the chairman reviews 2021, citing four mines, three wash plants and over 13Mtpa capacity, and says market value rose from $338m to over $2.4b. Shareholders vote on three new directors: Matt Latimore, Brett Garland and Caroline Chan.
CEO's AGM address reviews 2021, repeating known results: 2.07Mt saleable coal, $104/t FOB cost, $127m operating cash flow, plus the completed BMC deal and Millennium. Mavis underground ramp-up is expected from 4Q 2022. No new figures.
3 May 2022asset acquisition disposition▲ GoodMajor
Stanmore completes the purchase of BHP's 80% of BHP Mitsui Coal (BMC) on 3 May 2022, on schedule, adding about 10Mt of marketable coal. Fully funded by the March raising and drawn debt, including the US$625m facility, plus a working capital adjustment of about US$200m.
Stanmore confirms its AGM on 25 May 2022 and admits a technical breach of ASX Listing Rule 3.13.1 for not announcing the director nomination closing date in time. It says the breach does not affect the meeting's business.
2021 annual report, repeating known results: the Isaac Downs transition, 50% Millennium purchase and the BMC acquisition, with completion expected 3 May 2022. It carries no new figures in the readable portion.
March quarter record ROM of 1.02Mt after moving to Isaac Downs, but saleable coal fell 7% to 565kt and sales 15% to 538kt on haulage and washing constraints. The dragline has moved, EPSA started in April, and BMC completion is on track for 3 May. A new US$50m Ascend bridging facility was signed.
Stanmore signs a binding commitment for an A$110m BMC-level facility (A$60m bank guarantees, A$50m working capital), available after the 3 May completion. It also warns the BHP working capital adjustment payment is likely higher than expected, with funding alternatives being considered.
Stanmore Green, a wholly owned subsidiary, contracts SOURCE Global to supply solar-powered drinking water at Isaac Plains and Isaac Downs, replacing trucked and bottled water. No contract value is given; small sustainability item.
24 Mar 2022capital raising announcement▲ GoodMajor
Retail offer completes, raising about A$38m and finishing the A$694m entitlement offer. Stanmore says equity funding for the BMC purchase is now satisfied, and completion of the acquisition is now expected on 3 May 2022.
Sample letter to shareholders ineligible for the retail entitlement offer, explaining they cannot participate. The retail offer is expected to raise about A$38m at A$1.10. Administrative, with no new substance.
Retail Offer Booklet lodged as the retail part of the entitlement offer opens, closing 21 March. Terms are unchanged at 7 new shares for every 3 held at A$1.10; the cover note adds nothing new.
The institutional part of the entitlement offer is completed, raising about A$656m (~94.6% of the A$694m total). The shortfall bookbuild cleared at the A$1.10 offer price. The retail offer opens 10 March.
Stanmore signs a US$120m three-year senior secured loan from an Ascend Global fund at 8.0% interest with a 2.0% upfront fee, secured on the Isaac Plains dragline and processing plant. Funds are for general corporate purposes and working capital.
3 Mar 2022capital raising announcement● NeutralMajor
Stanmore launches a 7-for-3 entitlement offer at A$1.10 to raise A$694.1m (~US$506m) for the BMC acquisition. GEAR commits US$300m, taking it to about 64.1% from 75.33%; Petra Capital underwrites the remaining US$206m. The rest comes from the US$625m debt and internal cash.
Investor presentation supporting the A$694m entitlement offer and BMC acquisition. Visible text is mostly disclaimers and repeats the offer terms and the 8 November deal; no new figures are visible in the readable portion.
Administrative notice: holders of Deferred Shares (SMRAL) can participate in the entitlement offer alongside ordinary shareholders. The maximum number of securities to be issued is unchanged.
The BMC acquisition becomes unconditional after DSS shareholder approval and overseas merger clearance. BHP must return the US$30m deposit within five business days; Stanmore aims to complete quickly with BHP.
Results presentation repeating 2021 figures: 2,070kt saleable coal, $54m underlying EBITDA, $127m operating cash flow and $104/t cash cost. It restates the BMC deal and the Isaac Downs transition; no new information.
Calendar 2021 results: revenue $382.9m, underlying EBITDA $54.4m (from $24.0m), profit $10.4m (loss in 2020), operating cash flow $127.4m, cash $62.9m. The GEAR US$70m loan repayment is deferred from June 2022 to 30 June 2023.
DSS postponed its 7 February shareholder meeting on the BMC deal to a date to be announced. Stanmore still expects DSS approval, FIRB and a final merger clearance to be satisfied this month, with completion mid-2022.
Investor presentation on the BMC acquisition, titled 'Creating a leading global metallurgical coal producer'. The readable text is mostly disclaimers and repeats the 8 November announcement; no new figures visible.
December quarter: ROM 734kt, saleable 610kt, sales 632kt; second-half 2021 ROM of 1.658Mt was a half-year record. About $7m approved to lift the processing plant to 600 tph. Millennium exported first coal; BMC completion targeted early Q2.
EPSA Pacific wins a five-year, $564m open-cut mining contract at Isaac Downs, starting early Q2 2022, with a two-year extension option. Golding's existing contract is terminated, and Stanmore moves to owner-operating the coal processing plant.
Stanmore signs the US$625m five-year senior secured loan facility to fund the BMC purchase, with lenders including Värde, Canyon and Farallon. It carries 11.5% cash interest and a 3.0% commitment fee, and is stated to be non-recourse to Stanmore.
Stanmore reports progress on BMC deal conditions: FIRB application lodged with a response expected by February 2022, one of three merger clearances received, and DSS (a GEAR shareholder) holding a vote on 7 February 2022. Completion is still expected mid-2022.
BHP confirms the sale of its 80% BMC interest to Stanmore for up to US$1.35b: US$1.1b at completion, US$100m six months later, and up to US$150m earnout in 2024. Parent GEAR guarantees up to US$600m; FIRB approval is required and a break fee applies.