2 July 2012director officer appointment● Neutral
Founding director Hans Mende resigns from Whitehaven's board, citing a decision to scale back his international board commitments. He had been involved since before the 2007 IPO.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
29 June 2012business combination● Neutral
Coalworks clarifies that the Orpheus share distribution goes to everyone on its register at 26 June, whether or not they accepted Whitehaven's offer. Whitehaven confirmed that those who accepted by 26 June are entitled to it.
29 June 2012contract award● Neutral
Sedgman wins a A$13.2m one-year operations contract, plus a one-year option, for the Narrabri coal handling plant it built. Narrabri is 70% owned by Whitehaven. A small contract awarded by the Narrabri joint venture company, announced by Sedgman.
27 June 2012business combination▲ Good
Required notice: Whitehaven's voting power in Coalworks reached 62.18% at close of 26 June, up from 19.90% on 15 June. The offer remains free of all conditions.
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.
20 June 2012business combination▲ GoodMajor
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%.
18 June 2012business combination● Neutral
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.
18 June 2012business combination● Neutral
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.
15 June 2012business combination▲ GoodMajor
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.
15 June 2012other● Neutral
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.
15 June 2012other● Neutral
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.
15 June 2012business combination● Neutral
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.
15 June 2012business combination▲ GoodMajor
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.
13 June 2012other● NeutralMajor
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.
8 June 2012business combination● Neutral
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.
7 June 2012business combination● Neutral
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.
6 June 2012production update▲ GoodMajor
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.
28 May 2012director officer appointment▲ Good
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).
25 May 2012director officer appointment▲ Good
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.
25 May 2012business combination● Neutral
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.
22 May 2012resource reserve update● Neutral
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.
22 May 2012resource reserve update● NeutralMajor
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.
14 May 2012business combination▼ Bad
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.
14 May 2012investor presentation● Neutral
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.
10 May 2012business combination● Neutral
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.
7 May 2012business combination● Neutral
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.
7 May 2012business combination● NeutralMajor
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.
3 May 2012director officer appointment● Neutral
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.