Past year: ▲ 6%(6.93 – 9.25 AUD)
Each one in plain English, with the numbers worked through for a shareholder.
6 Aug 2009farm in farm out agreement▲ GoodMajor
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.
31 July 2009capital raising announcement● Neutral
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.
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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.
30 July 2009investor presentation● Neutral
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.
29 July 2009director officer appointment● Neutral
General Counsel Timothy Burt is appointed Joint Company Secretary, alongside Austen Perrin, who signs as Joint Company Secretary. Administrative.
24 July 2009quarterly activities report● Neutral
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25 May 2009business combination● NeutralMajor
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.
22 May 2009other● Neutral
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.
19 May 2009other● Neutral
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.
19 May 2009other● Neutral
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.
18 May 2009other▼ Bad
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.
18 May 2009business combination▼ BadMajor
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.
14 May 2009regulatory community update● Neutral
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.
14 May 2009regulatory community update● Neutral
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.
14 May 2009other● Neutral
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.
13 May 2009regulatory community update● Neutral
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.
13 May 2009regulatory community update● Neutral
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.
13 May 2009regulatory community update▼ Bad
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.
12 May 2009investor presentation● Neutral
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.
12 May 2009other● Neutral
Gloucester appoints PricewaterhouseCoopers as independent expert to compare Noble's $6.00 offer with the Whitehaven merger, with the report expected 18 May 2009.
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.
