Each one in plain English, with the numbers worked through for a shareholder.
25 Sept 2009contract award▲ GoodMajor
Narrabri signs a contract with Bucyrus for a longwall system with up to 8Mtpa capacity, delivery October 2010 and cutting from January 2011, subject to Stage 2 approvals. Narrabri first production is now stated as early 2010, versus late 2009 earlier.
Annual financial report confirms FY09 results already released. It adds that the current bank is withdrawing its facilities on 30 September 2009, so Whitehaven is finalising refinancing with two banks, expected before then.
The share purchase plan raised $26m through 8,501,896 shares at $3.05, with no scaleback. Together with the $185m placement, this completes the equity raising begun on 30 July, though below the roughly $53m maximum.
What it means for a shareholder
8.5m new shares at A$3.05 to raise about A$26.0m. That's 1.8% dilution: every existing holder's slice gets 1.8% smaller. If you held A$1,000 of shares (328 at the issue price), your slice goes from 0.0000701% to 0.0000688% of the company. To keep it you'd need 6 more shares - about A$18 at the issue price.
FY09 preliminary results: underlying profit $77.3m (up from $12.9m) and reported profit $244.2m including Narrabri sale gains. Final dividend 6.0c. Cash $131m, net cash $53m. Resources rose to 761.8Mt and marketable reserves to 278.6Mt from 221.4Mt.
Results presentation repeating the FY09 figures: underlying profit $77.3m, 6c final dividend, reserves 278.6Mt. Adds that final negotiations are under way with an Australian bank consortium to replace existing credit lines.
Media release on the FY09 results. The text is garbled and unreadable, so no content can be extracted. The figures are presumably covered by the results report released the same day.
August 2009 JORC resources and reserves statement. The text is garbled and unreadable here; the headline figures (resources 761.8Mt, marketable reserves 278.6Mt) come from the same-day results report, not this document.
Managing Director's conference presentation repeating known facts: up to ~5Mtpa from open cuts, Narrabri production from late 2009, longwall in early 2011, market cap about A$1.6bn. No new announcements are visible in the text provided.
Share Purchase Plan offer opens to eligible shareholders: 656 to 4,918 shares at $3.05, up to $14,999.90 each, closing 31 August. Shares qualify for the final dividend; funds go to working capital. Mechanics of the raising announced 30 July.
What it means for a shareholder
4,918 new shares at A$3.05 to raise about A$15,000. That's 0.00105% dilution: every existing holder's slice gets 0.00105% smaller. If you held A$1,000 of shares (328 at the issue price), your slice goes from 0.0000701% to 0.0000701% of the company. To keep it you'd need 0 more shares - about A$0 at the issue price.
Whitehaven signs heads of agreement to sell 7.5% of Narrabri to Korea's Daewoo and Kores for A$125m plus 7.5% of costs since 2008 (over A$11m). Daewoo gets up to 1.5Mtpa of coal. Subject to board and regulatory approvals; completes the sale flagged on 30 July.
31 July 2009capital raising announcement▲ GoodMajor
The institutional placement completed oversubscribed at $3.05 a share, raising about $185m from ~60.7m new shares, a 5% discount to the 29 July close. Above the $2.90 floor; new shares get the final dividend. SPP to follow at the same price.
Formal listing-rule notice for the placement: 60,682,040 shares at $3.05, ranking equally with existing shares. No shareholder approval is sought; the issue was limited to sophisticated and professional investors. Administrative.
What it means for a shareholder
60.7m new shares at A$3.05 to raise about A$185m. That's 13% dilution: every existing holder's slice gets 13% smaller. If you held A$1,000 of shares (328 at the issue price), your slice goes from 0.0000805% to 0.0000701% of the company. To keep it you'd need 49 more shares - about A$149 at the issue price.
30 July 2009capital raising announcement▲ GoodMajor
Whitehaven announces a fully underwritten ~$176m institutional placement (~60.7m shares, floor $2.90) plus a non-underwritten share purchase plan up to $15,000 per holder. It guides FY09 NPAT to about $75m and says it is in advanced talks to sell a further 7.5% of Narrabri.
Presentation supporting the 30 July capital raising. The visible text is only the disclaimer, so no new figures can be drawn from it beyond the raising announced the same day.
Whitehaven notes Gloucester withdrew its takeover offers on 22 May because conditions were unfulfilled. All acceptances are void and Whitehaven shares tendered will be returned, ending the merger attempt.
Gloucester's target's statement responds to Noble's takeover bid via Osendo, and includes the PwC independent expert report. It concerns Gloucester shareholders rather than Whitehaven's own operations.
Gloucester's third supplementary statement gives market data and restates coal-blending synergies of at least $10m a year pre-tax from FY2011. It is now overtaken by Noble's $7.00 bid. Gloucester at $6.94 vs Whitehaven at $2.26 on 18 May.
Gloucester notes Noble dropped the condition that the Whitehaven merger not proceed and declared its offer price final absent a superior offer. Noble also intends to buy on market up to the offer price.
Gloucester's second supplementary statement attaches PwC's independent expert report, which concludes Noble's bid is more in Gloucester shareholders' interests than the Whitehaven merger, absent a better proposal. It repeats that the merger won't proceed.
Whitehaven says Gloucester's directors judged Noble's raised $7.00 cash offer superior, so the Whitehaven merger will not proceed unless Noble's offer lapses, which Whitehaven calls highly unlikely. It says it will refocus on its Gunnedah Basin growth.
Gloucester confirms it will give its view on Noble's offer versus the Whitehaven merger by 5pm 20 May, in line with the varied Panel orders. Shareholders are told to take no action.
Whitehaven notes the Panel's varied orders, including the 20 May deadline for Gloucester's view on Noble and the 11 June minimum close of the offer. It says this is independent of Noble's High Court application.
Gloucester's first supplementary bidder's statement guides to record FY2008/09 NPAT of $88m-$95m, with no debt and $58m cash at March quarter end. This is Gloucester's figure, not Whitehaven's.
Takeovers Panel notes Noble and Paway have applied to the High Court to review its decision, and to remit the matter to the Federal Court. Whitehaven, Gloucester and ASIC are respondents.
Review Panel varies its orders: Gloucester must release the expert report by 18 May and say by 20 May whether Noble's bid is superior. The no-superior-proposal condition can't be waived before 3 June, and the Whitehaven offer stays open to 11 June.
Noble applied to the High Court on 12 May to set aside the Review Panel's 29 April decision. Whitehaven is a party and is reviewing the application. Adds legal uncertainty to the Gloucester merger.
Wilson HTM investor presentation, market cap about A$850m, argues the Whitehaven/Gloucester merger is superior. Operating facts repeat earlier material: up to ~5Mtpa from four open-cut mines, Narrabri first coal Q4 2009, ~11Mtpa target.
Gloucester appoints PricewaterhouseCoopers as independent expert to compare Noble's $6.00 offer with the Whitehaven merger, with the report expected 18 May 2009.