Each one in plain English, with the numbers worked through for a shareholder.
17 Apr 2020security holder rights change▲ GoodMajor
Stanmore announces a free 1-for-33 bonus share issue (record date 28 April, about 3% more shares), citing strong March quarter results and $12.9m unaudited quarterly profit. Golden's $1.00 offer extends to the bonus shares. Shareholders are told to take no action.
Stanmore says its Target's Statement, with an independent expert's report, will be issued by 4 May 2020 under ASIC relief from the usual 14-day deadline. Shareholders are again told to take no action on Golden's offer.
March quarter: 813kt ROM mined, 665kt saleable and 615kt sold at US$100/t; stockpiles rose to 226kt. FY20 EBITDA guidance of $92-100m is given, with 2.35Mt and A$107/t held. Isaac Downs EIS is publicly notified. Golden now holds 51%.
Chairman's letter says Golden has lifted its holding from about 31% to roughly 51% since the bid. An independent committee (Butel, Bizzell, O'Connor) recommends no action pending the Target's Statement and an independent expert's report. FY20 guidance of 2.35Mt is unchanged.
Golden Investments, already the largest holder at 31.35%, launches an unconditional on-market cash takeover bid at $1.00 per share, a 22% premium to the $0.82 close. The offer period runs 17 April to 18 May 2020. It builds on its earlier stake and Winfield's lapse.
Bidder's Statement lodged for Golden's $1.00 per share unconditional on-market offer, with the cover letter. It argues the offer gives certain value amid coronavirus uncertainty and says the interim dividend is kept by sellers. Repeats the terms announced the same day.
The independent directors tell shareholders to take no action on Golden's $1.00 offer for now. A board recommendation will follow. Accepting means missing out on any later price increase.
16 Mar 2020director officer appointment▲ GoodMajor
Craig McCabe, ex-CEO of Wesfarmers Resources, is appointed CEO from 1 April 2020 on $465,000 fixed pay. This fills the vacancy left by Dan Clifford's October resignation, and interim CEO Jon Romcke steps back.
Investor presentation for 2-3 March 2020 repeating the half-year results and known strategy, including a 20-30% of NPAT dividend payout policy. Shows share price A$0.78 and market cap $200m at 27 February, down from about A$1.05 in November.
Results announcement for the half year to December 2019, matching the Appendix 4D: net profit $26.9m, underlying EBITDA $50.1m, 3c interim dividend. FOB costs were $106/t ex royalty, $2/t higher than a year earlier. Same figures as the lodged report.
Half-year to December 2019: net profit $26.9m (up 26%), underlying EBITDA $50.1m, revenue $200.6m, cash $71.4m. Interim dividend of 3c declared, payable 30 April 2020. $13.7m is drawn on the excavator loan. Isaac Downs EIS submitted.
Independent director Darren Yeates resigns immediately because Peabody, a competitor, intends to appoint him to its board. He was chair of the health, safety and environment committee. The board loses its only independent recruit from the earlier push.
December quarter sales fell to 497kt because co-shipper coal delays pushed vessels into January. Half-year EBITDA guidance is cut to $50-52m from $53-56m and FY cost guidance raised to A$107/t from $100/t. Production guidance of 2.35Mt held; BFS for Isaac Downs started.
Chairman's AGM address recapping record FY19 (revenue $403.1m, NPAT $91.6m, 69.5% total shareholder return). Notes coal prices under pressure, Golden at 28.42%, Winfield not proceeding, and CEO recruitment under way. Nothing new.
AGM presentation repeating the FY19 highlights and company overview. Shows share price A$1.065 and market cap $273m at 21 November. No new information.
Interim CEO Jon Romcke's AGM address recaps FY19 and reconfirms FY20 guidance: 2.35Mt product, costs about $100/t ex royalty, and December half EBITDA of $53-56m. Isaac Downs mining still targeted for mid-2021. Largely repeats known facts.
Wilsons conference presentation repeating the known company overview. Shows share price A$1.051 and market cap $269m at 19 November, with 256.1m shares. No new information.
Marcelo Matos, a former Vale coal marketing executive, joins the board as non-executive director from 27 November 2019. He is nominee of the second-largest shareholders, Matt Latimore and M Resources, who hold a combined 19.86%.
Roadshow presentation for 7-8 November repeating known company overview. Shows share price A$1.055 and market cap $270m at 5 November, down from A$1.48 in August, and 256.1m shares.
Jimmy Lim, nominee of largest shareholder Golden Investments, joins the board as non-executive director, as agreed when Golden withdrew its EGM request. Golden's holding is now stated at 28.42%, up from 25.89%.
Managing Director Dan Clifford resigns after about three years; General Manager Development Jon Romcke becomes Interim CEO while a recruitment search starts. Clifford stays until late November. Follows Golden's earlier push to remove him.
Winfield Energy will not proceed with its proposal, citing inability to engage key shareholders to see a reasonable prospect of a successful bid, and the Process Deed is terminated. The A$1.50-1.70 takeover prospect is over. The text describes it as for 50.1% of shares.
September quarter: saleable coal 619kt, record coking coal sales 722kt, net cash $90.7m. FY guidance of 2.35Mt product reconfirmed, FOB costs $101/t slightly above guidance. Isaac Downs EIS Terms of Reference published; TRIFR improved to 13.6. December half EBITDA guidance $53-56m.
FY19 annual report lodged, repeating the record result already reported: revenue $403.1m, net profit $91.6m (FY18 $6.0m), underlying EBITDA $154.9m, operating cash flow $140.0m, 8c final dividend. Notes Golden's board-change requisition and the Winfield proposal as open.
The Winfield Process Deed is extended three weeks, from 7 to 28 October 2019, with other terms unchanged. No binding offer has been made and Stanmore says there is no certainty a transaction will happen.
24 Sept 2019regulatory community update▲ GoodMajor
Golden Investments withdraws its requisition after talks, so the 14 October EGM will not proceed. Jimmy Lim will join the board as non-executive director, possibly deputy chair, with an independent director to follow. Resolves the board fight without removing Butel or Clifford.
Stanmore calls an EGM for 14 October 2019 on Golden Investments' notice to remove chair Butel and MD Clifford and appoint Vorias and Lim. The board recommends voting against, saying Golden seeks control without paying a premium. Follows the 16 August notice.
Re-lodgement of the 21 August annual resources and reserves summary, adding the maiden Isaac Downs reserves to a table and a standard confirmation of no material change. Totals unchanged: reserves 169Mt, marketable 129Mt, resources 1.7bn tonnes.
Open cut reserves at Isaac Plains Mine and Isaac Plains East are 13.0Mt (marketable 9.95Mt), down from 14.87Mt a year ago after 3.02Mt mined and the S3 pit removed. Formal detail behind the 21 August reserve summary.