Each one in plain English, with the numbers worked through for a shareholder.
21 June 2012business combination● Neutral
Coalworks directors unanimously recommend accepting Whitehaven's now-unconditional offer and intend to accept their own shares. They note that no competing proposal emerged. About 56.2m Orpheus shares are to be distributed to Coalworks holders.
Whitehaven's voting power in Coalworks passes 50%, so the offer is automatically extended to 4 July. The $1.00 plus Orpheus distribution remains final and unconditional, giving Whitehaven control of Coalworks.
19 June 2012asset acquisition disposition▲ GoodMajor
Whitehaven completes the A$370m sale of 10% of the Maules Creek Joint Venture to J-Power, as flagged on 6 June. Its interest falls to 75%, with Itochu-associated ICRA MC holding the other 15%.
Whitehaven will not process acceptances until at least 6 July and waives a condition so that Coalworks holders who accept still receive the Orpheus share distribution on the 26 June record date. A technical clarification of the bid terms.
Required notice confirming Whitehaven's Coalworks offer is free of all conditions. Its voting power in Coalworks was 19.90% at 15 June, up from the 17.3% held before the bid.
Coalworks' board now recommends accepting Whitehaven's offer after an Orpheus Energy share distribution (about $0.025 per share) is added and all conditions are dropped. This reverses its earlier rejection. Holders of about 15% intend to accept.
Macquarie withdraws its resolutions 2-5 to remove Coalworks directors after the Whitehaven deal was agreed. The meeting is adjourned with only resolution 1 remaining. This resolves the board-removal dispute noted earlier.
Coalworks reports its general meeting was adjourned to a date to be determined, with resolutions 2 to 5 already withdrawn. Administrative follow-up to the Whitehaven deal.
Formal supplementary bidder's statement: Whitehaven's Coalworks offer is free of all conditions, at $1.00 plus the Orpheus share distribution, final and closing 26 June. This lodges the terms already announced earlier that day.
Whitehaven declares its $1.00 Coalworks offer unconditional and final, adding an in specie distribution of Orpheus Energy shares held by Coalworks. The Coalworks board now recommends acceptance. Accepting holders are paid within 21 days, and earlier accepters by 6 July.
Whitehaven confirms it received an indicative, non-binding privatisation proposal from Nathan Tinkler's Tinkler Group, which it calls highly conditional and incomplete. Directors not associated with the bidder form a committee, advised by Grant Samuel and Corrs, to consider any later proposal.
Coalworks formally tells its shareholders to reject Whitehaven's $1.00 cash offer, calling it inadequate, unsolicited and opportunistic. This restates the board's earlier stance and adds no new terms; it is soon overtaken by the 15 June revised deal.
Coalworks confirms its Noble advisory arrangement can be terminated without a material fee, satisfying the first condition of Whitehaven's bid. Its board still recommends rejecting the $1.00 offer.
Narrabri longwall installation is complete and commissioning has begun, with power connected the day before. A three-month ramp-up targets about 6Mt raw coal a year. This resolves the earlier delays to the longwall start.
6 June 2012asset acquisition disposition▲ GoodMajor
Conditions are satisfied for the sale of 10% of Maules Creek to J-Power for A$370m, with completion set for 19 June 2012. Whitehaven's stake falls from 85% to 75%; the proceeds fund a substantial portion of development.
Brian Cole, previously NCIG senior project manager, is appointed Project Director for Maules Creek construction. He reports to Peter Kane, COO of Maules Creek and Boardwalk. The release is dated 2012 (typo 2010 in header).
Pat Markey, from Global Coal in Singapore, is appointed General Manager – Marketing, starting July 2012. The role supports sales for Maules Creek and Vickery, which the release says will add 15Mtpa within two years.
Whitehaven completes dispatch of its bidder's statement to Coalworks holders. The $1.00 cash offer is dated 25 May and closes 7pm on 26 June 2012 unless extended or withdrawn.
Coalworks responds that the gap between Whitehaven's 369Mt and its own 743Mt Ferndale estimate is due to seam thickness and depth cut-offs, and reaffirms its 743Mt figure. A further report is expected on a measured resource.
Ferndale initial JORC resource is 369Mt, well below Coalworks' earlier 743Mt estimate because of different assumptions. Whitehaven's Boardwalk subsidiary has completed stage 1 of its farm-in, earning 25%, with a further 25% available for studies or $15m spend by end-2013.
Coalworks' board recommends rejecting Whitehaven's $1.00 offer, calling it inadequate and opportunistic, and says to take no action. It links the timing to a separate attempt to remove its chairman and CEO via a general meeting.
Conference presentation to Bank of America Merrill Lynch in Miami positioning Whitehaven as a leading ASX coal company, with market cap A$4,661m and over 2Bt of resources. Mostly restates known merger facts; notes J-Power's pending 10% Maules Creek purchase.
Whitehaven's subsidiary lodges its formal bidder's statement for the $1.00 per share cash bid for Coalworks. The offer dates are still blank in this version, so it adds no new terms beyond the 7 May announcement.
Coalworks tells its shareholders to take no action on Whitehaven's $1.00 cash proposal. It says no discussions have been held and its directors will review the bid and advise later.
Whitehaven proposes an off-market cash takeover of Coalworks at $1.00 per share, a 17.0% premium to the 4 May close. It already holds 17.3% via Boardwalk. Conditions are minimal, with no regulatory approvals needed. Coalworks holds Vickery South and Ferndale interests.
Christine McLoughlin is appointed a non-executive director of Whitehaven. She has 25+ years' experience in strategy, risk and governance and sits on several other boards. This follows the post-merger board changes.
The Aston merger is implemented on 2 May 2012, a day after Boardwalk completed. Aston holders receive 1.89 Whitehaven shares each, trading normally from 7 May. Mark Vaile becomes chairman, Conde deputy chairman, Haggarty stays MD; Chatfield, Krueger and Plummer resign.
Aston confirms the scheme is implemented: all Aston shares transfer to a Whitehaven subsidiary and 1.89 Whitehaven shares per Aston share are issued. Aston will be delisted in due course. Aston owns 85% of Maules Creek.
1 May 2012asset acquisition disposition▲ GoodMajor
Whitehaven completes its acquisition of unlisted Boardwalk Resources on 1 May 2012, ahead of the Aston merger implementation on 2 May. The $0.50 dividend is expected to be paid 4 May, with new shares trading normally from 7 May.
Aston's release of the Federal Court approval. The scheme becomes legally effective on 19 April when orders are lodged; Aston shares are then suspended, with the record date 27 April and implementation 2 May 2012. Duplicate of Whitehaven's announcement.