Past year: ▼ 21%(6.30c – 9.98c AUD)
Each one in plain English, with the numbers worked through for a shareholder.
20 Feb 2020business combination▼ Bad
Universal's bid committee still recommends 'take no action' despite TerraCom's 51% claim. It is preparing the legal proceedings and Deloitte's expert report, which is being expedited. Says it welcomes talks leading to full value for all holders.
20 Feb 2020business combination● Neutral
TerraCom tells Universal holders how to get the Offer Document and a replacement form. It also clarifies that removing UNV CEO Tony Weber from the board fits its rule that a CEO holds no board seat, and says it supports his continued management role.
19 Feb 2020business combination▲ GoodMajor
TerraCom declares its Universal Coal offer unconditional after acceptances, with its existing stake, gave it over 51% of UNV voting rights. ASX also approved quotation of the new TerraCom shares. This moves TerraCom from a minority holder to control of UNV, subject to the dispute.
18 Feb 2020business combination● Neutral
TerraCom rebuts UNV's criticisms, says the 16 February requisition notice is valid after an initial clerical error, and defends the offer (about A$175m) and its premium comparisons. Says UNV holders have about a month to decide.
18 Feb 2020business combination● Neutral
Universal says it received two inconsistent requisition notices from TerraCom's bidder: one seeking to remove four UNV directors (16 February), another three (17 February). It says it is unclear which is valid. Maintains 'take no action'.
17 Feb 2020business combination▼ Bad
Universal's bid committee resolves to start English court litigation to impose sanctions on TerraCom's bidder, such as suspending voting rights, if it passes 20% and gains effective control. This is a threat to the takeover, not yet a filed case.
17 Feb 2020business combination● Neutral
TerraCom says it will defend against UNV's proposed enforcement proceedings and reserves the right to sue UNV directors. It says it sent a requisition notice to remove three UNV directors, and calls UNV's action retaliation.
14 Feb 2020business combination▼ Bad
Universal's bid committee lists significant concerns with the offer, including unequal treatment, too little time, and doubts the cash component is fully funded. It says the implied A$0.293 is below the A$0.331 paid in November 2019. It is considering sanctions under UNV's articles.
14 Feb 2020admin correction● Neutral
ASX corrects the stated reasons for TerraCom's Listing Rule 7.1 waiver, which it says did not accurately reflect its basis. The waiver itself is unchanged, so TerraCom can still issue bid shares without shareholder approval.
14 Feb 2020business combination▼ Bad
Universal says its bid committee doubted the validity of TerraCom's ASX waiver, and ASX paused UNV trading that day before releasing the updated waiver. UNV reserves its rights and maintains 'take no action'. Escalates the dispute.
13 Feb 2020regulatory community update● Neutral
At ASX's request, TerraCom discloses the 31 January ASX waiver of Listing Rule 7.1, letting it issue shares for the Universal bid without TerraCom shareholder approval. Disclosure only; the waiver was already mentioned on 3 February.
12 Feb 2020business combination● Neutral
Formal offer document issued for Universal Coal by TerraCom's subsidiary. UNV was 24.0c on 11 February. Acceptances close 16 March 2020 (CDI holders 12 March). This formalises the 3 February announced bid, and the text is truncated.
12 Feb 2020business combination▼ Bad
Universal's independent directors repeat 'take no action', valuing the bid at A$0.278 on 11 February prices, a premium of about 13.4% to UNV's close. Deloitte has started its expert report. Continues the target board's resistance to TerraCom's bid.
12 Feb 2020business combination● Neutral
TerraCom releases the formal Universal Coal offer document: 33.5c per security (10c cash plus 0.6026 TerraCom shares, at a deemed 39c). Irrevocables are expected to meet the 47.3% minimum acceptance. Offer closes 16 March 2020. Formalises the 3 February bid.
6 Feb 2020business combination▼ Bad
Universal's bid committee calls TerraCom's terms inadequate and incomplete, valuing the offer at about A$0.293 per share, below the roughly A$0.331 TerraCom paid for its initial stake. It has appointed Deloitte for an independent expert report. Holders are told to take no action.
3 Feb 2020business combination● NeutralMajor
TerraCom's subsidiary launched a takeover offer for the rest of Universal Coal: 10c cash plus about 0.6026 TerraCom shares each, valued at 33.5c or about A$175m. This escalates the 19.995% stake bought in October. Combined, UNV holders would own about 33.4% of the merged group.
3 Feb 2020quarterly activities report● Neutral
December quarter: cash A$67.0m, group operating EBITDA A$15.1m, and record half-year sales of 1.66Mt. The maiden dividend was paid, the A$27m was released and the Universal stake completed. Blair Athol sales fell 23% on the September quarter, excluding a 74,297t shipment loaded 2 January.
3 Feb 2020business combination● Neutral
ASX version of the Universal Coal takeover: 33.5c per share (10c cash plus TerraCom shares), a 42.6% premium to the last close. Irrevocables cover 27.3%, so 47.3% with TerraCom's stake. The offer closes mid-March 2020. Universal's board has not backed it.
3 Feb 2020business combination▼ Bad
Universal Coal's independent directors call TerraCom's bid unsolicited and tell holders to take no action. They say the offer is worth about A$0.29 on 31 January prices, a 24.6% premium. This is the first sign of target board resistance to the takeover.
9 Jan 2020debt financing▲ GoodMajor
The A$72m Blair Athol insurance bond is complete, releasing A$27m of restricted cash. OCP Asia convertible notes were issued in late December. Cash was about A$66m at 31 December 2019. This resolves the bond step needed for the refinance.
23 Dec 2019director officer appointment● Neutral
Philip Forrest resigned as non-executive director and audit chair after nearly five years. Glen Lewis, a veteran coal mine manager, joins as independent director, and Matthew Hunter becomes audit committee chair.
19 Nov 2019agm notice● Neutral
AGM results: all resolutions carried except one option issue (about 43.8% for), and the remuneration report passed with 99.6% for. Several director option and re-election votes drew 25-33% against. Text is truncated, so the later resolutions are not visible.
19 Nov 2019agm notice● Neutral
Chairman Wal King's AGM address reviews FY19 (revenue A$338m, EBITDA A$94m) and says the insurance bond is expected in November 2019. Confirms the 19.995% Universal stake and the 1c dividend paid 13 November. Mongolia demerger or 51%+ sale still planned.
14 Nov 2019director officer appointment● Neutral
Megan Etcell becomes Company Secretary, taking over from Nathan Boom, who stays as CFO and had held both roles since 2015. The company says the split reflects recent growth and lets Boom focus on strategy and growth.
31 Oct 2019quarterly activities report▲ Good
September quarter: record Blair Athol sales of 795,532t, cash A$66.6m and group operating EBITDA A$14.1m (Blair Athol A$18.0m). Reports the 19.995% Universal Coal stake as acquired and the 1c dividend. Largely restates the earlier record-sales release.
30 Oct 2019asset acquisition disposition● NeutralMajor
TerraCom agreed to buy about 19.9% of ASX-listed Universal Coal (104.5m securities) for A$34.6m: about A$17.3m cash plus roughly 34.2m TerraCom shares at A$0.5061. This is a first move into South Africa, explaining the earlier trading pause (inference).
29 Oct 2019other● Neutral
ASX paused trading in TerraCom shares pending a further announcement. Administrative notice; the reason was not given in the text.
23 Oct 2019dividend declaration▲ GoodMajor
TerraCom declared its first dividend: 1 cent per share, unfranked, payable 13 November 2019. The policy is a minimum of 1 cent per half-year. This delivers the maiden dividend goal the board had set since the raise.
18 Oct 2019annual report● Neutral
Appendix 4G corporate governance statement for FY19, pointing to the company website. Administrative filing with no new substance.
18 Oct 2019annual report● Neutral
The 2019 Annual Report repeats FY19 results: revenue A$338m, operating EBITDA A$94m, sales 3.0Mt. Blair Athol reserves are shown upgraded to 28.7Mt. Largely restates information already released.
