Past year: ▲ 6%(6.93 – 9.25 AUD)
Each one in plain English, with the numbers worked through for a shareholder.
8 May 2009other● Neutral
Gloucester is weighing whether Noble's $6.00 bid is a superior proposal to the Whitehaven merger. It will allow early despatch of Noble's bidder's statement on 15 May and expects to release its target's statement before 21 May.
5 May 2009investor presentation● Neutral
Morgan Stanley conference presentation repeating known facts: market cap about A$800m, ~5Mtpa saleable capacity in 2009, Narrabri first coal Q4 2009, growth to 11Mtpa, 11% of NCIG. Nothing new announced.
5 May 2009other▼ BadMajor
Gloucester says Noble raised its offer for Gloucester from $4.85 to $6.00 per share, still conditional on the Whitehaven bid not proceeding. This lifts the rival bid above the Whitehaven merger value and threatens the merger.
30 Apr 2009regulatory community update● Neutral
Gloucester sets close of business 29 April 2009 as the record date for sending takeover documents to Whitehaven shareholders. Administrative step as the bid moves toward launch.
30 Apr 2009material agreement● NeutralMajor
Combined bidder's and target's statement released for Gloucester's offer of 1 Gloucester share per 2.45 Whitehaven shares. Whitehaven's directors unanimously recommend accepting, absent a superior proposal. The offer document is now with shareholders after the Panel delay.
30 Apr 2009material agreement● Neutral
Whitehaven's target's statement responds to Gloucester's offer of 1 Gloucester share per 2.45 Whitehaven shares. Directors unanimously recommend accepting, absent a superior proposal. Duplicates the combined booklet released earlier the same day.
29 Apr 2009regulatory community update▲ GoodMajor
Review Panel replaces the earlier order for a Gloucester shareholder vote. It instead requires Gloucester's Whitehaven bid to carry a 'no superior proposal for Gloucester' condition, because the merger acted as a lock-up device. This removes the vote requirement and lets the merger proceed.
29 Apr 2009regulatory community update▲ GoodMajor
Whitehaven says the Review Panel's orders make the Gloucester merger conditional on no superior proposal for Gloucester, and the merger process can restart. Directors reiterate their recommendation to accept and intend to accept for their own shares, absent a superior proposal.
29 Apr 2009regulatory community update▲ Good
Gloucester says it must add a 'no superior proposal' condition, not waivable for 21 days after the first offer. Its board still backs the Whitehaven merger and values Gloucester above Noble's $4.85. It cites blending synergies of at least $10m a year.
20 Apr 2009regulatory community update● Neutral
Gloucester says ASIC extended its deadline to post the bidder's statement to Whitehaven shareholders to 4 May 2009 because the Panel proceedings are still ongoing. The merger timetable slips further.
20 Mar 2009regulatory community update● Neutral
Takeovers Panel confirms it received review applications from Gloucester and Whitehaven against its decision. No review panel has been appointed and no decision made on whether to proceed.
20 Mar 2009regulatory community update▼ BadMajor
Takeovers Panel issues final orders: Gloucester must put its Whitehaven bid to a Gloucester shareholder vote, excluding Whitehaven directors and pre-bid parties. Noble's bid conditions are held back until the vote. The interim bar on sending the bidder's statement is lifted, but a review is pending.
20 Mar 2009regulatory community update● Neutral
Whitehaven says it asked the Takeovers Panel on 18 March to review its declaration of unacceptable circumstances over the Gloucester merger. The merger stays in limbo while the review runs.
20 Mar 2009regulatory community update● Neutral
Gloucester notes the Panel's orders for a Gloucester shareholder meeting, which let Noble vote its shares. Gloucester and Whitehaven have both sought a review, and Gloucester will not comment further until it concludes.
19 Mar 2009listing compliance notice● Neutral
Replying to an ASX query, Whitehaven admits it announced Allan Davies's board appointment late. He was appointed 19 February, not 25 February, due to human error and heavy corporate secretarial workload. It says AMCI's holding is unchanged and it complies with the Listing Rules.
19 Mar 2009regulatory community update▲ Good
Whitehaven confirms FIRB has no objections to its shareholders, AMCI and FRC Whitehaven Holdings acquiring Gloucester shares under the merger. It is one of the required regulatory approvals; the Takeovers Panel proceedings remain open.
19 Mar 2009regulatory community update▲ Good
Gloucester announces that the Foreign Investment Review Board has no objections to the Whitehaven merger. This satisfies one condition of Gloucester's takeover offer for Whitehaven, so the offer will be free of it when made.
18 Mar 2009regulatory community update● Neutral
Whitehaven notes the Takeovers Panel's declaration of unacceptable circumstances over the Gloucester merger. It is considering its options, including submissions on the orders, and its board still believes the merger benefits both sets of shareholders. Continues the Noble-triggered Panel dispute.
18 Mar 2009regulatory community update▼ BadMajor
Takeovers Panel declares unacceptable circumstances over the Gloucester–Whitehaven merger, finding it denied Gloucester shareholders a say and blocked an auction for control, given Noble's $4.85 bid. Orders are still to come. The merger is now in doubt.
10 Mar 2009resource reserve update▲ GoodMajor
Marketable reserves rise 61% from 137.9Mt to 221.4Mt, mainly from a first 69.2Mt at Narrabri South and Tarrawonga lifted to 22.0Mt. Measured and indicated resources rise to 476.3Mt. This updates the earlier reserve figures, including the 140.1Mt discrepancy.
6 Mar 2009admin correction● Neutral
Re-release of the Wilson HTM conference presentation with a footnote added to slide 15 explaining that marketable reserves are based on geological modelling of expected yield. Otherwise unchanged.
5 Mar 2009investor presentation● Neutral
Conference presentation to Wilson HTM repeats known facts: market cap about A$550m, directors and management own about 78%, Narrabri first coal Q4 2009, and Narrabri South marketable reserves of 69.2Mt. Plans to reach 11Mtpa capacity.
3 Mar 2009other● Neutral
Gloucester confirms Noble's $4.85 cash bid and the Takeovers Panel interim order stopping dispatch of its bidder's statement. It says it cannot comment while the Panel considers the matter. No new substance.
2 Mar 2009regulatory community update▼ Bad
Takeovers Panel makes interim orders that Gloucester must not send its bidder's statement to Whitehaven shareholders while Noble's application is decided. The order lasts up to two months; the Panel judged the delay unlikely to cause significant harm.
2 Mar 2009regulatory community update▼ BadMajor
Takeovers Panel receives Noble Group's application over the Whitehaven merger. Noble announced a $4.85 per share cash bid for Gloucester, conditional on the Whitehaven merger not proceeding, and argues the merger locks out rival offers. It threatens the deal.
27 Feb 2009half year report▲ Good
Media release on the record first-half profit of $201.5m, including $181.5m from the Narrabri sale and other items. A $48.3m pre-tax loss came from buying coal to meet contracts. Net cash is $3.1m; Narrabri first coal is now October 2009. Repeats the half-year report.
27 Feb 2009investor presentation● Neutral
Half-year results presentation repeats the reported figures: NPAT $201.5m, continuing NPAT $20.0m, cash $76.6m and 2.5c interim dividend. It also states Narrabri South marketable reserves of 69.2Mt and Narrabri Stage 1 on track for October 2009 coal.
27 Feb 2009half year report▲ GoodMajor
Half-year to December 2008: net profit $201.5m, driven by a $261.6m pre-tax gain on selling a further 15% of Narrabri; profit before significant items $20.0m. Revenue $275.7m. Fully franked interim dividend of 2.5c declared, payable 31 March 2009.
25 Feb 2009director officer appointment● Neutral
Allan Davies, a founding director of Excel Coal, is appointed Executive Director – Operations. Subject to shareholder approval, he is to receive 2.5m shares at $1.55 and five million options at a $1.70 strike, vesting in three tranches from October 2009.
24 Feb 2009other● Neutral
Gloucester responds to its shareholder Noble Group's announcement on the merger, saying it has no controlling shareholder and ASX confirmed no Gloucester shareholder vote is needed. Its board still believes the merger creates value. Hints at a contest for Gloucester.
