Past year: ▼ 21%(6.30c – 9.98c AUD)
Each one in plain English, with the numbers worked through for a shareholder.
23 Apr 2020business combination▲ GoodMajor
With sell-out acceptances TerraCom now holds just over 92% of Universal's votes, enough to start UK compulsory acquisition of the rest. Squeeze-out notices will go out soon; the process takes at least six weeks and ASX quotation of Universal will be suspended.
7 Apr 2020production update▼ Bad
Blair Athol sold 630,000t in the March quarter (up 7%), with a 79,000t shipment delayed by weather; FY20 forecast is cut to 2.9Mt from the earlier 3Mt target. Mongolia's BNU sold only 48,000t as COVID-19 closed the China border.
6 Apr 2020director officer appointment● Neutral
Deputy Chairman Craig Ransley, TerraCom's founder, moves to an executive director role to oversee Universal's integration and overseas diversification, on S$450,000 a year with 12 months' notice. He is also now Universal's chairman.
3 Apr 2020regulatory community update● Neutral
The court removed six TerraCom directors from Justin Williams' coal-sample claim and ordered him to pay their costs, but allowed him to pursue TerraCom itself and CEO Danny McCarthy. TerraCom says an independent investigation found the allegations unfounded and will keep defending.
1 Apr 2020director officer appointment● NeutralMajor
Following TerraCom's 90%+ control, Universal's chair Mark Eames, Tony Weber and Henri Bonsma step down from the board on 3 April. TerraCom's Craig Ransley becomes chairman and Glen Lewis joins. Weber (CEO) and the CFO stay for an initial six months.
31 Mar 2020business combination● Neutral
TerraCom releases the explanatory letter and statutory notice telling remaining Universal holders how to exercise sell-out rights. It confirms Universal has formally withdrawn its legal action over Article 18.1, closing off that thread.
27 Mar 2020business combination▲ GoodMajor
TerraCom finishes with just over 90% of Universal's voting rights, up from about 87%. It will start the UK mandatory sell-out process (same terms: 10c cash plus 0.6026 TerraCom shares) and have Universal apply for ASX delisting within weeks.
27 Mar 2020business combination● Neutral
Universal's bid committee, which had opposed the bid, now says it will drop its High Court case over the articles and recommends remaining holders use their sell-out rights to sell to TerraCom on the offer terms. This removes the planned late-April UK trial.
26 Mar 2020business combination● Neutral
TerraCom confirms its Universal Coal offer has formally closed and cannot be extended, so no further acceptances can be taken. Final acceptance levels will be announced once processing is complete; the Deputy Chair thanks UNV holders for their support.
25 Mar 2020business combination● NeutralMajor
With acceptances taking its voting rights to about 87%, TerraCom confirms it intends to have Universal apply to delist from the ASX. Delisting would leave remaining minority holders with unlisted shares. The offer closes on 25 March.
24 Mar 2020business combination▲ Good
TerraCom reports it can now exercise 77% of Universal's votes, including acceptances from Universal directors Tony Weber and Henri in a personal capacity. This is well past the majority needed to control ordinary resolutions. The offer closes 25 March.
23 Mar 2020business combination▲ Good
TerraCom says acceptances now give it the right to over 66% of Universal's votes. It confirms the offer terms are unchanged at 10c cash plus 0.6026 TerraCom shares per Universal share, closing 25 March with no extension.
19 Mar 2020business combination● Neutral
TerraCom says it has not been approached by a confidential party behind a non-binding indicative proposal for all Universal shares, disclosed by Universal after a trading pause. As holder of over 60% of votes, it says it would lead any committee assessing such an offer.
18 Mar 2020business combination▲ Good
TerraCom says acceptances take its Universal voting rights above 60%. It disputes Deloitte's valuation approach and its claim that TerraCom lacks cash to fund the offer, and says it will not make a further offer. Universal's bid committee still opposes.
17 Mar 2020business combination▼ BadMajor
Universal publishes Deloitte's report calling the bid neither fair nor reasonable, valuing Universal at A$0.40-0.45 a share against bid consideration of A$0.21-0.25. Its bid committee recommends rejecting the bid. This is the first independent valuation and it opposes TerraCom's offer.
16 Mar 2020business combination▲ Good
TerraCom reports about 59% of Universal's votes and says Universal's 11 March timetable was wrong. A 4-day English trial on Universal's sanctions powers is set for the week of 27 April, after the 25 March close. TerraCom says it will not extend or make a further offer.
12 Mar 2020business combination● Neutral
Universal notes ASIC gave no reasons for the stop order or its revocation, and keeps 'take no action' pending Deloitte's report. The English court case is ongoing and the requisitioned meeting is due to be adjourned to 15 May. Restates the new 25 March close.
12 Mar 2020business combination▲ GoodMajor
ASIC revokes the interim stop order, so Universal acceptances and payment in cash and new TerraCom shares can resume. TerraCom now has the right to about 55% of Universal's votes. Offer now closes 25 March 2020 (CDI holders 23 March).
11 Mar 2020business combination● Neutral
Universal says ASIC's interim stop order still stands, so TerraCom's bid cannot proceed, and publishes an indicative revised timetable assuming a 16 April close. Its committee keeps 'take no action' pending Deloitte's report. Superseded the next day when the order lifted.
5 Mar 2020business combination● Neutral
Universal says the bid cannot proceed while ASIC's interim stop order stands, and that it is unclear what ASIC's concerns are, so the bid's status is uncertain. Its committee maintains 'take no action' pending clarification and Deloitte's expert report.
4 Mar 2020business combination● Neutral
TerraCom's bidder undertakes to the court to vote for adjourning the requisitioned meeting, which sought to remove three Universal directors, to 15 May 2020 while the court case runs. This delays the board-removal push until the proceedings are expected to be decided.
4 Mar 2020business combination▼ BadMajor
ASIC served an interim stop order on 28 February over TerraCom's prospectus, so no TerraCom shares can be issued and unprocessed acceptances are frozen. TerraCom holds about 52.5% of Universal; the offer now closes 14 days after the order lifts, no later than 16 April.
28 Feb 2020half year report▼ BadMajor
Half-year to 31 December 2019: revenue fell 6.9% to A$160.0m and the loss attributable to owners was A$9.3m, versus a A$3.3m profit a year earlier. A 1 cent interim dividend is declared and net tangible assets are 7.20 cents per share. The Universal stake contributed A$1.2m.
28 Feb 2020investor presentation● Neutral
Half-year presentation repeats known results: saleable production up 12% to 1.7Mt, revenue A$160m, EBITDA A$23m, cash A$67m. It also restates the A$27m bond cash release, the Universal stake and the OCP convertible. No new announcements.
26 Feb 2020business combination● Neutral
TerraCom says it looks forward to presenting its case in the English High Court. It says Universal has not explained its disagreement with the offer price and chose to spend shareholder funds on legal proceedings.
26 Feb 2020business combination▼ BadMajor
Universal formally starts High Court proceedings in England seeking a ruling that its articles' conditions are met, which would let it suspend TerraCom's votes or force it to sell its shares. Turns the earlier threat into an actual case; 'take no action' stays.
25 Feb 2020business combination▲ Good
Further acceptances mean TerraCom can now exercise about 53% of Universal's voting rights, up from over 51% on 19 February. It restates the offer closes 16 March 2020 and that settlement follows within five business days of share transfer confirmation.
24 Feb 2020asset acquisition disposition● NeutralMajor
TerraCom signs a binding term sheet to buy Anglo African Minerals, holder of Guinea bauxite projects, with exclusivity to 31 August 2020 for a US$500,000 refundable deposit. Resource figures are only exploration targets, and the deal needs due diligence and approvals. A new commodity and country for TerraCom.
24 Feb 2020other▼ BadMajor
TerraCom denies a former commercial manager's court allegation, reported by the AFR, of a scheme involving fake coal sample analysis. It says six directors seek summary dismissal, the Federal Police found insufficient evidence, and Blair Athol coal is independently tested at three stages.
21 Feb 2020director officer appointment● Neutral
Craig Ransley, TerraCom's founding shareholder and its nominee on the Universal board, becomes Non-Executive Deputy Chairman. Craig Wallace resigns as Deputy Chairman after three and a half years but stays on as a Non-Executive Director.
