Each one in plain English, with the numbers worked through for a shareholder.
2 May 2012business combination▲ GoodMajor
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.
March quarter saleable output 1.044Mt (up 1%) and sales 1.419Mt (up 6%); wet weather hit open cuts. Legacy contracts are now fully delivered. Narrabri longwall due May. Cash $85m. Rocglen and Werris Creek extensions approved; Werris Creek 2.5Mtpa for 20 years.
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.
Federal Court approves the scheme for Whitehaven to acquire Aston. Consideration is issued 2 May, and the $0.50 special dividend is confirmed: record date 26 April, payment 4 May 2012. Aston and Boardwalk holders are excluded.
Chairman's address at the EGM restating merger rationale and Boardwalk terms, with proxy results showing strong support: Boardwalk issue 89.87% for, Aston scheme 99.92% for. Nothing new on terms.
EGM presentation titled 'Creating a leading independent Australian coal company'. Only the disclaimer is visible, so no new information can be identified.
Whitehaven holders approve the Boardwalk share issue (89.87% for) and the director fee increase. Aston holders also approved the merger. Court hearing is 18 April, with implementation and Boardwalk completion due 2 May and the $0.50 dividend paid 4 May.
Aston shareholders approve the Whitehaven scheme, with 99.94% of votes cast in favour. Federal Court approval is the remaining step, due 18 April 2012.
Aston's former CEO Hamish Collins started Supreme Court proceedings on 12 April over his claim. Whitehaven will support a vigorous defence if the merger is approved, so it takes on this exposure. No amount is stated.
Total resources rise 42.1Mt to 1,813.6Mt and marketable reserves rise 24.9Mt to 451.0Mt since August 2011. Vickery open-cut reserves up 12.4Mt to 116.9Mt, and Tarrawonga up 10.7Mt from the new northern JV area.
Wet weather cost about two weeks of open-cut output; H2 FY12 saleable production is cut by about 400,000t. Narrabri longwall now likely May, not late April. J-Power long-term sales contract concluded after a successful trial cargo; resources lifted. Aston ex-CEO claim flagged.
Proposed timetable for the $0.50 fully franked special dividend: ex-date 19 April, record date 26 April, payment 4 May 2012, subject to the Aston scheme being approved. Aston and Boardwalk holders are not eligible.
Notice of EGM for 16 April 2012 to vote on issuing shares for Boardwalk (85.89m plus 34.02m restricted) and raising the non-executive director fee cap. Board concedes the Boardwalk price exceeds the independent expert's valuation but calls it fair. Cites A$575-775m synergies.
March 2012 merger presentation titled 'Creating a leading independent Australian coal company'. Only the disclaimer is visible, so no new terms can be identified.
Aston Scheme Booklet registered with ASIC; Aston vote set for 16 April 2012. Whitehaven's Boardwalk purchase needs its own shareholder approval, with the meeting notice due next week. Repeats terms already known.
Aston's full Scheme Booklet for the Whitehaven merger. The visible text shows the board's unanimous 'vote yes' recommendation (absent a superior proposal) and the independent expert's best-interests conclusion; the rest is truncated, so no new terms are shown.
Aston's Scheme Booklet is lodged and the court convenes the shareholder vote for 16 April 2012. PwC's independent expert concludes the scheme is in the best interests of Aston shareholders. All Aston directors recommend voting in favour, absent a superior proposal.
Half-year results presentation repeating reported figures: NPAT $19.9m, saleable output up 13% to 2.464Mt. Notes Vickery planning for a 4.5Mtpa mine and the 15Mtpa-by-2016 target. Nothing materially new.
Half-year NPAT $19.9m versus a $35.1m loss a year earlier; underlying NPAT $22.0m, down from $32.9m on legacy contract costs. No interim dividend, pending the $0.50 special dividend. Cash $103.5m. Narrabri longwall start still mid to late April.
Open cut mining restarts at all four mines, some at reduced rates while pit water is dealt with. Narrabri is operating normally. Coal haulage to the Gunnedah washplant is expected to resume by end of week.
Persistent rain closes the Rocglen, Sunnyside, Tarrawonga and Werris Creek open cuts; roads to some sites are shut. About one week's production lost so far, with the full impact unknown. Narrabri continues, but staff travel is disrupted.
Appoints Peter Wilkinson, formerly of Idemitsu's Boggabri Coal operations, as General Manager of Open Cut Operations from 12 March 2012. He replaces Casper Dieben, who retires in July.
December quarter saleable output 1.11Mt (up 2%); sales fell 22% to 1.427Mt. Orica explosives outage and weather hurt open cuts. Narrabri longwall still expected mid to late April. Cash $104m; a short-term A$450m facility was added in December.
Chairman's letter to shareholders explaining the Aston merger and Boardwalk deal, targeting completion in April 2012. Whitehaven holders get the $0.50 special dividend and vote on the Boardwalk share issue at a general meeting expected in late March 2012. Restates known terms.
Signs a Scheme Implementation Agreement to merge with Aston Resources: Aston holders get 1.89 Whitehaven shares each, after a $0.50 fully franked special dividend to Whitehaven holders. Also buys unlisted Boardwalk Resources for 85.88m shares. Resolves the talks confirmed on 5 December.
Presentation accompanying the Aston merger and Boardwalk acquisition announcement. The visible text is only the disclaimer; no new terms are shown beyond the merger announcement.
Aston's release of the same Scheme Implementation Agreement: Aston holders receive 1.89 Whitehaven shares each. Aston's directors recommend it absent a superior proposal; Tinkler Group (~32%) intends to vote in favour. Duplicate of the Whitehaven announcement.