Each one in plain English, with the numbers worked through for a shareholder.
25 Sept 2020annual report● Neutral
Audited FY20 annual report lodged. It lists directors including Kyriakou and Lyons, and Celeste Van Tonder as CFO with Nathan Boom as Chief Commercial Officer. Visible text repeats the Universal takeover, Mongolia sale and Blair Athol owner-operator transition.
James Lumley, formerly acting CEO of Anglo-African Minerals, is appointed to lead commodity diversification and Guinea bauxite development. This moves the Anglo African bauxite option forward, though no acquisition completion is announced.
Non-deal roadshow presentation for prospective debt investors, headlined 'Restructure complete', supporting the refinance. The visible text is disclaimers only; the truncated terms are not readable here, though a later announcement refers to a proposed ASX-listed retail bond with detachable options.
The Federal Court proceedings brought by former employee Justin Williams against TerraCom and CEO Danny McCarthy are resolved. No terms or costs are disclosed. This closes an open legal thread.
Skye Capital, KPMG's Global Mining Team and Gleneagle Securities are named as sub-advisers to the refinance. Investor roadshows start the following week, when key terms are to be disclosed.
TerraCom starts a debt refinance targeted to complete by 30 November 2020, led by adviser Christian Baylis. OCP Asia has indicated up to A$80m towards it. This addresses the Euroclear bond due June 2021 flagged in the going-concern warning (inference).
Shane Kyriakou, a lawyer and former Ashurst Global Head of Power, joins as non-executive director. He fills a board seat after the June-August departures; the text does not say he is the Bonython nominee Klepec's replacement.
Sales to end August 2020 were 1.636Mt managed, an annualised 9.81Mt, with Blair Athol at 389kt (2.33Mt annualised). The CEO says the company is well positioned to exceed FY20's 9.98Mt, helped by Eskom domestic contracts.
Results summary: underlying EBITDA A$79.6m, net loss after tax A$146.1m, record sales 9.98Mt (up 11%) and ROM production 14.55Mt. Statutory EBITDA was A$4.5m versus A$96.9m in FY19; a A$115.2m Mongolia disposal loss is adjusted out of the underlying profit.
Preliminary FY20 results: revenue A$351.6m including discontinued operations, and a loss attributable to owners of A$141.3m versus A$11.2m a year earlier. Audit is not finished; an emphasis of matter on going-concern risk is expected over refinancing of the Euroclear bond due 30 June 2021.
TerraCom buys the mobile mining fleet at Blair Athol for A$3.2m, completing the switch to owner-operator at the end of July. With the dragline and coal plant, it says it can deliver 2Mt of sales in FY21 and beyond.
Non-executive director Craig Wallace, a director since 2013 and audit and remuneration committee member, resigns. No reason is given; this is the latest of several board departures since June.
Non-executive director Paul Anderson resigns at the request of substantial shareholder Bonython, whose nominee he was. Bonython has nominated John Klepec as replacement, subject to board processes.
June quarter report: Universal acquisition and Mongolia sale completed. Group FY20 coal sales were a record 9.98Mt (assuming Universal owned throughout), with Blair Athol at 2.59Mt, just short of its 2.6Mt target. Blair Athol went owner-operator on 31 July, targeting A$55/t FOB costs.
Presentation repositions TerraCom as an Australia and South Africa thermal coal miner, listing market cap A$105.5m, 753.6m shares, US$162.8m debt and US$36.9m cash. Growth options named are the Eloff coal project in South Africa and Guinea bauxite.
Distribution schedule as at 10 July 2020 shows 753,607,630 shares held by 3,366 holders. This is the first share count after the Universal share issue; the 288 largest holders hold 94.98%.
Craig Lyons, a South Africa-based investment banker with 27 years' experience, joins as non-executive director to help the board with the newly acquired South African operations.
Top 20 shareholder list as at 10 July 2020, a required disclosure. The top 20 hold 76.82%; the largest is CS Third Nominees at 17.21%, followed by Bonython Coal No 1 at 10.46%.
The UK squeeze-out of Universal Coal is complete, so TerraCom now owns all of it. Remaining holders get 10c cash plus 0.6026 new TerraCom shares per UNV share, and UNV is delisted from the ASX after close on 3 July.
23 June 2020asset acquisition disposition● Neutral
TerraCom confirms transfer of all legal entities in the Mongolian sale to Bridge Resources is complete, finishing the exit announced on 12 June. No new terms are given.
12 June 2020asset acquisition disposition▲ GoodMajor
TerraCom completes the sale of both Mongolian mines, BNU and Enkhtunkh Orchon, to Bridge Resources for US$3, with Bridge taking on net liabilities up to US$28m. This resolves the Mongolia exit, with the second mine now included, unlike the earlier BNU-only term sheet.
Hong Kong vehicle Rainbow Max, in which Ransley, Lewis, McCarthy, Boom and Etcell have interests, bought 67,359,578 TerraCom shares (about 9.42%) at an effective 17 cents each. Management says this shows support for the company.
TerraCom will start UK compulsory acquisition of the remaining Universal shares, with statutory notices posted from 19 May beginning a six-week period. UNV quotation will be suspended five business days later and delisted at the end; sell-out rights remain open to 30 June.
Blair Athol FY20 sales guidance is cut again to 2.5-2.6Mt, with about 2.0Mt targeted for FY21, as the mine plan is scaled back for COVID-19. Combined TerraCom and Universal FY20 guidance is 10.2-10.6Mt sales and A$86-90m EBITDA; squeeze-out notices due by 29 May.
4 May 2020asset acquisition disposition▲ GoodMajor
TerraCom signs a binding term sheet to sell its BNU coal mine in Mongolia to Singapore coal buyer Bridge Resources for US$2, with Bridge taking on a net US$15m of liabilities. Completion is targeted for 5 June 2020; it continues the planned Mongolia exit.
TerraCom's March quarter report notes over 92% ownership of Universal and cuts Blair Athol FY20 sales guidance to 2.6-2.7Mt on COVID-19, from 2.9Mt. BNU exports restarted around 13 April. Combined group March-quarter EBITDA was A$24.3m; Universal will be consolidated from the June quarter.
Universal reports record March-quarter group EBITDA of A$22.3m and reaffirms FY20 EBITDA guidance of A$73m, despite expected COVID-19 pressure on volumes and export prices. It notes the TerraCom takeover is in its final stages.