Past year: ▼ 21%(6.30c – 9.98c AUD)
Each one in plain English, with the numbers worked through for a shareholder.
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 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.
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.
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.
4 Oct 2019debt financing▲ GoodMajor
TerraCom signed a binding term sheet through Aon for a A$72m rehabilitation bonding facility at Blair Athol, needing only A$45m cash backing and releasing A$27m of restricted cash. This delivers the insurance bond step needed to complete the refinance.
1 Oct 2019production update▲ Good
September quarter coal sales hit a record 921,119t (3.68Mtpa annualised), including 795,532t from Blair Athol. TerraCom targets a FY20 Blair Athol operating cost of A$58 per tonne sold.
30 Sept 2019resource reserve update▲ GoodMajor
Annual statement at 30 June 2019: Blair Athol JORC resource up 1Mt and reserves up 10.9Mt (66%) despite 2.6Mt mined. Some coal licences with no resource were relinquished. Group resource totals about 2,474Mt.
30 Aug 2019annual report● Neutral
FY19 revenue rose 129.9% to A$338.3m, with a loss after tax of A$11.2m (down 39% from A$18.4m). No dividend was declared; the audit opinion is unqualified. Net tangible assets were 15.08 cents per share, up from 7.24 cents.
30 Aug 2019investor presentation● Neutral
FY19 results presentation repeating the figures already announced: sales 3.0Mt, operating EBITDA A$93.9m, debt cut US$25.6m. No new information (the text is truncated).
30 Aug 2019half year report▲ GoodMajor
FY19 operating EBITDA was A$93.9m, up A$66.7m, with a loss after tax of A$11.3m after non-cash or one-off items including A$31.2m of finance costs. Debt fell about US$25.6m (14%). Refinance is on track for September; the chairman again flags a maiden dividend.
31 July 2019quarterly activities report● NeutralMajor
June quarter: cash A$57.9m, Blair Athol EBITDA A$20.9m, record group run-of-mine output of 1,037kt. Refinance now due in the September quarter. New: PwC and Ashurst are advising on either a demerger of 100% of Mongolia or a sale of at least 51%.
1 July 2019debt financing▲ GoodMajor
TerraCom signed a binding term sheet with OCP Asia for a US$80m, 3-year term loan at 8.5% (down from 12.5%), with dividends pre-approved up to 30% of NPAT. Completion would cut finance costs about A$12.5m a year; US$20m of the refinance still depends on an insurance bond releasing A$25-30m.
5 June 2019capital raising announcement▲ GoodMajor
TerraCom issued about 60.93m new shares at A$0.58, raising about A$35.34m gross, completing the rights issue. Bonython underwrote A$20m. The chairman says the money will cut debt and its cost, and may allow a maiden dividend in due course.
3 June 2019capital raising announcement● Neutral
Eligible shareholders took up about 34.97m shares at A$0.58, raising about A$20.28m. A shortfall of about 25.97m shares went to the underwriter.
What it means for a shareholder
35.0m new shares at A$0.580 to raise about A$20.3m. That's 7.0% dilution: every existing holder's slice gets 7.0% smaller. If you held A$1,000 of shares (1,724 at the issue price), your slice goes from 0.000369% to 0.000343% of the company. To keep it you'd need 129 more shares - about A$75 at the issue price.
Create a free account to see this worked out for your own holding.
20 May 2019capital raising announcement● Neutral
Notice to shareholders outside Australia and New Zealand that they are ineligible for the A$0.58 entitlement offer. They need take no action. Administrative notice.
