Past year: ▼ 21%(6.30c – 9.98c AUD)
Each one in plain English, with the numbers worked through for a shareholder.
27 June 2016director officer appointment● NeutralMajor
McRae becomes Executive Chairman. Michael Avery moves to VP Corporate Development (staying a director), David Stone to VP Operations, Karl Arnold to CFO and Julien Lawrence to Chief Development Officer. Arnold replaces Mark Reynolds as CFO (inferred from the role change).
23 June 2016debt financing▲ GoodMajor
Long-form documents done: 5-year bond of US$129m plus a US$12m secured note tied to free cash flow, with 12.5% fixed interest and first payment after 12 months. Remaining US$5m convertible rolled in, avoiding about 1.1bn new shares; US$27m interest and fees waived.
6 June 2016director officer appointment▲ GoodMajor
Cameron McRae, a former Rio Tinto executive who led Oyu Tolgoi in Mongolia, becomes Chairman with immediate effect. Craig Wallace moves from Acting Chairman to Deputy Chairman. Company says McRae will take a hands-on role in its transformation.
16 May 2016debt financing▲ GoodMajor
Binding agreement for a 5-year interest-only bond of US$130m, now including the US$41m working capital facility, so no 2016 maturity remains. US$21m of interest and fees to be waived; US$3.1m extra funding for BNU ramp-up to 1.5Mtpa. Long-form documents due mid-June.
2 May 2016quarterly activities report● Neutral
March quarter: existing note debt rolled into a bond of about US$76m (12.5% interest, up to 50% capitalised, plus 0.75%-1.75% revenue royalty), new US$5m loan, US$13.2m interest and fees waived. BNU washing was to start April; four new Mongolian licences granted.
16 Mar 2016half year report▼ Bad
Supplemental release to the half-year: loss A$74.0m, net assets down from A$26.5m to a A$45.0m deficit. Post-balance-date financing events (half of convertibles converted, remainder and amortising notes into a 5-year bond, interest and fees waived) are described as binding but awaiting long-form documents.
16 Mar 2016half year report▼ BadMajor
Half-year loss to 31 December 2015 was A$71.4m (prior year A$17.6m), including a A$36.8m non-cash impairment and A$7.9m unrealised foreign exchange loss on US$120m of loans. Shares on issue rose from 1.096bn to 2.401bn by 15 March 2016.
10 Feb 2016debt financing▲ GoodMajor
Restructuring finalised: US$55m refinanced as a 5-year interest-only bond, first interest 23 December 2016, no principal until 2021. The US$41m working capital facility extends to 23 December 2016. SPG's 583.3m-share placement (about 25% of shares then on issue) did not proceed.
3 Feb 2016debt financing▲ GoodMajor
Note holders (OCP) agreed to replace existing notes with a 5-year interest-only bond, no cash payments until 23 December 2016. A US$5m loan replaces the A$7m SPG placement, avoiding dilution. Half the convertible notes (US$5m) converted into shares on 29 January; the rest is extended to 28 February.
1 Feb 2016quarterly activities report● Neutral
December quarter: BNU had no lost-time injuries and direct mining cost of about US$28 per ROM tonne, but benchmark coking coal prices fell about 30% over 2015 (US$79/t in December). Balance sheet restructure is expected in Q1 2016; the remuneration spill failed.
20 Jan 2016security holder rights change● Neutral
Prospectus offers new detachable warrants to existing warrant holders, to replace and cancel the old warrants. This is part of the consideration for the note extensions approved at the 30 October EGM. Administrative follow-through; no new terms visible.
18 Jan 2016director officer appointment● Neutral
Nathan Boom, the Financial Controller since July 2015, is appointed Company Secretary and keeps the finance role. He replaces Tony Mooney as secretary (resignation is shown in a later report).
12 Jan 2016agm notice▲ Good
Both EGM resolutions passed on a show of hands: the share issue to Morning Crest Capital on note conversion (about 490m for, 0.2m against) and the SPG placement (about 490m for, 0.5m against). This clears the shareholder approvals the refinancing required.
12 Jan 2016agm notice● Neutral
Chair's EGM address repeats the notice: note conversion to Morning Crest Capital (16.64% to 31.83% voting power with associates) and the A$7m SPG placement, with directors unanimously supporting resolution 1. No new developments.
4 Jan 2016debt financing● NeutralMajor
Term sheet signed with OCP for a circa US$115m five-year interest-only bond, with Noble still in discussion; it depends on the SPG placement passing at the 12 January EGM, as financiers require fresh equity. BNU is hit by washing, transport and yield variances and softer prices. Bank facility is proving difficult.
24 Dec 2015director officer appointment● Neutral
David Stone leaves the board but stays as a senior executive; Michael Avery remains executive director. A new Australian-based director is to be added in the New Year. Townsville office closed 21 December; corporate office moved to Thirroul, NSW.
11 Dec 2015regulatory community update▲ Good
Terra Energy won a new 18 km2 South Gobi exploration licence (XV-018513), 81.5 km east of BNU, for 3 years, taking it to 15 Mongolian licences. Update also mentions potential expansion into Indonesia; BNU operating and market detail is truncated.
10 Dec 2015agm notice▼ BadMajor
Notice of 12 January 2016 EGM to approve share issues on conversion of convertible notes to Morning Crest Capital, and the A$7m SPG placement. Morning Crest and associates (including SPG) would reach 16.64% to 31.83% voting power; the vote is on the 31.83% downside case.
30 Nov 2015agm notice● Neutral
All AGM resolutions passed except the spill. The remuneration report drew about 180m votes against versus 520m for, a second strike above 25%, but the spill resolution failed (about 448m against, 252m for). All five directors standing were re-elected.
30 Nov 2015agm notice● Neutral
AGM address by chair Craig Wallace largely repeats the 16 November update: Noble and OCP deferrals to 31 December, the bond and bank facility options, and SPG's A$7m placement at A$0.012. Mark Reynolds is now named CFO. No new developments.
20 Nov 2015agm notice▼ Bad
An addendum to the 30 November AGM notice adds a conditional spill resolution, put only if 25% or more of votes oppose the 2015 remuneration report. The 2014 report also drew a 25% vote against, so this would be a second strike. The chair will vote proxies against a spill.
18 Nov 2015other● Neutral
Following EGM approval on 30 October, Guildford Coal becomes TerraCom Limited, trading under ASX code TER from 19 November 2015. A name change only; no change to assets or finances.
16 Nov 2015debt default or forbearance● NeutralMajor
Noble and OCP agreed to defer all debt payments until 31 December 2015 to allow time to restructure. Options are a US$115m bond or a traditional bank facility. SPG's A$7m placement at A$0.012 lapses if its conditions are unmet by 31 December 2015.
2 Nov 2015quarterly activities report● Neutral
September quarter: BNU ROM coal 154,374t (up from 101,160t), but yield fell to 82% from 92% and coal trucked to China fell to 64,618t from 109,138t. Pit 1 is on hold to cut costs; Brisbane office closed in July. Q4 forward sales are 244,000t.
30 Oct 2015agm notice▲ Good
All four EGM resolutions passed: note term changes (about 477.6m for, 136.9m against), new warrants, cancellation of old warrants, and the name change to TerraCom. This resolves the note extension vote and avoids the default flagged beforehand.
30 Oct 2015agm notice● Neutral
EGM chair's script: shareholders vote on extending convertible note maturity to 8 December 2015 and payment deadlines to 16 November 2015, with new warrants as consideration, plus a rename to TerraCom. RHB Securities Singapore advises on the debt restructuring. The script says failure of resolutions 1-3 would put the company immediately in default.
19 Oct 2015capital raising announcement● NeutralMajor
Agreed a A$7m placement of 583.3m shares at A$0.012 to SPG Investment Holdings, a Chinese investor; the price is below the current share price. It needs shareholder approval and completion of debt restructuring. A circa US$115m five-year bond is the planned refinancing; an Asian listing remains uncertain.
14 Oct 2015admin correction● Neutral
Appendix 4G governance checklist lodged with the annual report, showing where the governance disclosures sit. Administrative filing with no substance for shareholders.
14 Oct 2015annual report● Neutral
The 2015 annual report repeats known themes: BNU mine commissioned, 304Mt Mongolian resource, Springsure development licence, debt restructuring under way and a planned rename to TerraCom. It states market capitalisation of A$43.8m at 30 June 2015. No new events.
12 Oct 2015production update▲ Good
BNU Pit 2 met Q3 2015 targets: mined 28,716t in July, 53,663t in August and 72,138t in September. October-December forecast reaches 125,000t a month (1.5Mtpa annualised). Q3 direct mining cost was US$1.85/m3; Q4 margin forecast stays US$9-11/t. Confirms earlier targets.
