Yancoal Australia Ltd

Operating profit rose 42% to A$328m and EBITDA 29% to A$767m, but profit after tax fell to A$17m after A$272m of non-operating items. Capex guidance cut to A$600-750m; cash A$2.1bn, about half to fund the US$1.85bn Kestrel purchase, rest by debt.

half year report

First-half 2026 profit after tax was A$17m, down 90% from A$163m, on revenue of A$3,024m (up 13%). A$92m interim dividend (A$0.07 per share, fully franked) declared, payable 18 September, well below last year's A$687m final dividend payout.

half year report

June quarter: record attributable saleable output of 10.8Mt (up 20%), realised price A$160/t, cash A$2.01bn. Guidance unchanged but now expected in the upper half for output; costs no longer at the top end. FIRB approval for Kestrel received; Ashton to cease operations from early 2028.

quarterly activities report

Yancoal agreed to buy 80% of the Kestrel coking coal mine in Queensland for US$1.85bn cash upfront plus up to US$550m price-linked contingent payments. Funded by cash and a US$1.2bn loan, its first debt; completion targeted late Q3 2026. Acts on the growth-with-cash thread.

asset acquisition disposition

Reserves update at 31 December 2025: attributable recoverable reserves fell 7.6% to 850Mt (from 920Mt) and marketable reserves 5.9% to 640Mt. Resources unchanged at 4,400Mt. Continues the reserve decline already flagged as an open thread.

resource reserve update

FY2025 results: profit A$440m (down 64%) on revenue A$5.95bn and a 17% fall in realised price to A$146/t. Cash A$2.1bn; final dividend A$161m (A$0.122/share), 55% payout for the year. 2026 guidance: 36.5-40.5Mt, costs A$90-98/t.

annual report

The purchase of an extra 3.75% of the Moolarben joint venture, announced in July, completed, lifting Yancoal's interest to 98.75%. A$25m was paid at completion and A$85.5m follows in coal-price-linked instalments over five years, effective from 1 January 2025.

asset acquisition disposition

Sharif Burra, a Yancoal executive for 12 years, is appointed permanent CEO from 8 September 2025 on A$1.2m fixed pay. This ends the search after David Moult's January resignation; Ning Yue's acting CEO role ceases that day.

director officer appointment

Half-year accounts: revenue A$2,675m (down 15%), net profit A$163m (down 61% from A$420m). An interim dividend of A$82m (A$0.062 a share) was declared, far below the A$687m final dividend paid in April.

half year report

Yancoal agreed to buy an extra 3.75% of the Moolarben joint venture for A$110.5m, lifting its interest from 95% to 98.75%. It used pre-emptive rights over a planned third-party sale. A$25m is paid at completion, the rest over five years; other approvals are still needed.

asset acquisition disposition

Reserves and resources fell at 31 December 2024. Attributable resources are 4,400Mt (down 9.4% from 4,857Mt), recoverable reserves 920Mt (down 5.2%) and marketable reserves 680Mt (down 5.6%). Continues the reserve decline thread.

resource reserve update

2024 result: revenue A$6.86bn, operating EBITDA A$2.58bn, net profit A$1,216m; cash A$2.46bn, no interest-bearing loans. Final dividend A$687m (A$0.52 a share, 56% payout), versus no interim dividend. 2025 guidance: 35-39Mt, A$89-97/t costs, capex A$750-900m.

half year report

Three non-executive directors join the board from 20 February 2025: Jiuhong Wang (General Manager of Yankuang Energy Group), Zhiguo Zhao (formerly CFO of Yankuang Energy) and Ang Li (China Cinda). Board grows to nine; independents remain three, one-third as required by Hong Kong rules. The text does not name any resignation.

director officer appointment

CEO David Moult resigned after five years as CEO, with active duties ending immediately and employment ending 14 July 2025. Executive director Ning Yue becomes acting CEO while the board searches for a permanent successor. Moult cited other business engagements.

director officer appointment

1H24 profit fell 57% to A$420m as realised price dropped 37% to A$176/t, despite attributable sales up 17%. Operating EBITDA A$990m; cash A$1.55bn, no debt. No interim dividend; cash kept for possible corporate initiatives. Guidance unchanged.

half year report

2023 revenue A$7.8bn (2022: A$10.5bn) as realised price fell 39% to A$232/t; cash A$1.4bn, last A$496m of loans prepaid. Final dividend A$429m (A$0.325/share). 2024 guidance: 35-39Mt output, cash costs A$89-97/t, capex A$650-800m, with output weighted to second half.

annual report

Year-end 2023 attributable coal resources fell 6.6% to 4,857Mt (from 5,201Mt). Recoverable reserves fell 1.9% to 970Mt (989Mt) and marketable reserves 1.5% to 720Mt (731Mt), continuing the gradual reserve decline.

resource reserve update

2023 net profit A$1,819m, down 49% from A$3,586m in 2022, on revenue of A$7,778m (down 26%). Board declared a A$429m final dividend (A$0.325/share), paid 30 April 2024. Interim dividend was A$489m, so 2023 dividends total A$918m.

annual report

Independent director Helen Gillies, on the board since 30 January 2018, resigns effective 9 Feb 2024 to devote time to other business, with no disagreement. Independents fall to two of seven, below the one-third Hong Kong requirement; the company aims to appoint a replacement within three months.

director officer appointment

Ning Yue (45, Yankuang Energy veteran) becomes Executive Director, Co-Vice Chairman and Executive Committee chair, replacing Ning Zhang, who resigned for new career opportunities with no disagreement. Gang Ru, the new Chairman, takes the Strategy chair and becomes a Hong Kong authorised representative.

director officer appointment

Chairman Baocai Zhang, on the board since before the 2012 listing and chairman since 2018, steps down on 15 September 2023 to focus on other business. Non-executive director Gang Ru, linked to Shandong Energy, becomes Chairman. No disagreement stated.

director officer appointment

Renews three-year coal sales framework agreements, 1 Nov 2023 to 31 Oct 2026, with Yankuang Energy (62.26% holder) and Yancoal International Trading, replacing the November 2020 ones. Needs independent shareholder approval at an EGM; an independent expert is engaged.

material agreement

First-half profit fell to A$973m as the average price fell 11% to A$278/t and cash costs rose to A$109/t. Cash ended at about A$1.1bn with no loans. Interim dividend A$0.37/share; 31-36Mt guidance and second-half weighting kept.

half year report

Half-year accounts show revenue A$3,976m (down 17%) and net profit A$973m (down 44% from A$1,738m). Declares a A$489m (A$0.37/share) fully franked interim dividend, payable 20 September. Confirms no interest-bearing loans since the March repayment.

half year report

Yancoal prepaid its last US$333m of loans on 31 March 2023 from cash, saving about US$43m of finance costs, and now has no interest-bearing loans. Total debt repayments exceed US$3.0bn; this resolves the planned repayment flagged in February.

debt financing

Full-year 2022 statutory accounts: record revenue A$10,548m (up 95%) and net profit A$3,586m after non-recurring items. Final fully franked dividend of A$924m (A$0.70/share) declared, payable 28 April 2023, taking 2022 dividends declared to about A$2.55bn.

annual report

Record 2022 result: revenue A$10.55bn, operating EBITDA A$6.96bn, year-end cash A$2.70bn. Plans to repay the last US$333m of loans, leaving no interest-bearing debt. 2023 guidance: 31-36Mt attributable saleable, costs A$92-102/t, weighted to second half.

half year report

Year-end 2022 attributable coal resources fell 13.5% to 5,201Mt from 6,013Mt, recoverable reserves fell 13.0% to 989Mt from 1,137Mt, and marketable reserves fell 22.8% to 731Mt from 819Mt. The statement notes no life-of-mine plans were completed in 2022.

resource reserve update

NSW Government will require Yancoal to supply coal to domestic power generators at a A$125/t price cap from 1 April 2023 to 30 June 2024, with no compensation for the gap to market prices. Cuts revenue and creates logistics challenges. Volume stated here (395,000t a quarter) was corrected.

regulatory community update

Yancoal plans to repay US$459m of debt around 16 December 2022 from cash, saving about US$91m of finance cost. Only a US$333m syndicated term loan remains (US$301m due 2H2024, US$32m 2H2026). Over US$2.75bn prepaid in 15 months.

debt financing

Yancoal prepaid US$1.0bn of debt on 4 October from cash, from the syndicated facility and unsecured related-party loans, cutting finance costs by about US$207m. Total debt falls to US$792m; over US$2.3bn prepaid in 12 months, following October 2021 and July 2022 repayments.

debt financing

Yancoal confirms Yankuang Energy told it on 8 September it will not proceed with the potential transaction, ending the offer period. This resolves the thread open since May; Yankuang is barred from a bid for six months without regulator consent.

business combination

Yankuang Energy said that, given recent market conditions, it is terminating the potential transactions for Yancoal. It reserves the right to make future acquisitions, but cannot announce an offer for six months under takeover rules.

business combination

First-half 2022 revenue was A$4,776m (1H21 A$1,775m) and net profit A$1,738m (1H21 loss A$129m). An interim dividend of A$696m, A$0.5271 per share unfranked, was declared, payable 20 September 2022.

half year report

Record half: revenue A$4.8bn, operating EBITDA A$3.2bn, realised price A$314/t (up 234%). Cash A$3.4bn, net debt A$232m, zero net debt reached in July after US$801m early repayment. Production fell to 15.5Mt attributable on rain and COVID-19. A$696m interim dividend declared.

half year report

June quarter realised price was a record A$368/t and cash rose to A$3.4bn after the A$930m dividend. The ~US$801m debt repayment was completed in July. But 2022 guidance was cut: attributable saleable coal to 31-33Mt (from 35-38Mt) and cash costs to A$84-89/t (from A$71-76/t), due to wet weather, COVID-19 and diesel prices.

quarterly activities report

Yancoal plans to repay about US$801m of debt from cash by end-July 2022, saving about US$133m in finance costs. Together with the earlier US$500m prepayment and US$50m mandatory repayments, over 45% of the A$3,975m debt at 30 June 2021 is repaid.

debt financing

The independent board committee unanimously concluded Yankuang Energy's proposed terms are not in minority shareholders' best interests, given the value and the bond form of payment, and told Yankuang it cannot support them. No formal offer has been received.

business combination

Majority holder Yankuang Energy is considering buying more Yancoal shares for US$3.60 (A$5.07) each, paid in its convertible bonds, possibly leading to delisting. That is about 16.6% below the ASX close. An independent board committee is evaluating it; no certainty it proceeds.

business combination

ASX temporarily paused trading in Yancoal shares pending a further announcement. No reason given in the notice; it was followed by the response to majority shareholder Yankuang Energy's potential transaction announcement.

other

Record 2021 result: revenue A$5.40bn, operating EBITDA A$2.53bn (from A$748m), net profit A$791m, cash A$1.50bn and gearing 24%. Dividends resume at A$930m (A$0.50 final plus A$0.204 special per share), reversing the 2020 loss and no-dividend position. A$100m Donaldson impairment taken.

half year report

Year-end 2021 attributable coal resources fell 12.7% to 6,013Mt (from 6,884Mt). Recoverable reserves slipped 1.5% to 1,137Mt and marketable reserves 1.7% to 819Mt. Austar is no longer reported following its move to closure.

resource reserve update

CEO David Moult's contract, which began 9 March 2020 for an initial two years, is changed to an agreement with no fixed term; other material terms are unchanged. This secures his tenure beyond March 2022.

director officer appointment

Yancoal prepaid US$500m of debt from cash on 29 October 2021, covering its syndicated facility and unsecured related-party loans, cutting total finance cost by about US$82m over the loan terms. Further early repayments are being considered.

debt financing

September quarter 2021: realised price jumped to a record A$155/t (up 53%) and attributable saleable coal was 9.9Mt. But 2021 output guidance is cut to about 37.5Mt (from 39Mt) and cash costs raised to A$66-68/t, reversing the earlier 'retained' guidance.

quarterly activities report

Half-year accounts to 30 June 2021: revenue A$1,775m (down 10%) and net loss after tax A$129m, against a A$605m profit a year earlier (which included non-recurring items). No dividend is recommended.

half year report

Year-end 2020 attributable resources 6,884Mt (6,911Mt a year earlier, -0.4%); recoverable reserves 1,154Mt (1,196Mt, -3.5%); marketable reserves 833Mt (872Mt, -4.5%). Notes a 1 March 2021 announcement to move Austar to closure activities.

resource reserve update

Appendix 4E for 2020: revenue A$3,473m (down 22%), net loss after tax A$1,040m versus A$719m profit in 2019. No 2020 dividend declared. Loss includes the Watagan reconsolidation, flagged in December.

annual report

2020 loss of A$1.04bn includes a A$1,383m non-cash Watagan reconsolidation loss, partly offset by a A$653m Moolarben gain. Operating EBITDA A$748m (A$1.65bn in 2019); cash A$637m; unit cost A$59/t and capex A$279m met guidance. Board open to diversifying beyond coal.

annual report

Yancoal regains accounting control of Watagan (Ashton, Austar, Donaldson mines) from 16 Dec 2020, ending equity accounting. Expects a one-off non-cash loss of A$1.3-1.5bn in 2020. US$775m Watagan bonds to be refinanced around 31 Mar 2021 by a new Yankuang loan at 4.65% for three years, due 2027.

business combination

First-half 2020 profit after tax was A$605m (up 7%), but this was lifted by a A$576m non-operating gain, mainly from remeasuring Moolarben after buying the extra 10%. Before that, the company made a A$37m loss. Revenue fell 16% to A$1,973m. No interim dividend.

half year report

Replaced its syndicated term loan, which had US$1,275m capacity, with a new US$1,275m five-year facility on substantially the same security, covenants and margin. Only US$100m is repaid in the first three years, pushing out the 2020 and 2021 repayments.

debt financing

Refinanced the syndicated bank guarantee facility, which had A$1,000m capacity and expired 1 September 2020. The replacement is A$975m, secured on certain subsidiaries' assets, with a three-year term. Covenants are substantially similar but tested six-monthly rather than more often.

debt financing

Kevin Ning Su, Yancoal's General Manager Treasury since June 2014, appointed Chief Financial Officer from 1 June 2020. Fills the role vacant since Lei Zhang resigned on 20 March 2020, resolving that open thread with an internal appointment.

director officer appointment

The 10% Moolarben purchase from Sojitz completed on 31 March 2020, taking Yancoal to a 95% interest; a Korean consortium holds the other 5%. Resolves the deal announced four days earlier and adds attributable revenue from this low-cost mine.

asset acquisition disposition

Binding deal to buy Sojitz's 10% of the Moolarben joint venture for A$300m, lifting Yancoal's interest from 85% to 95%. Paid in four instalments (A$50m at completion, A$50m June 2020, A$100m Dec 2020, A$100m a year after completion), partly from Hong Kong offering proceeds.

asset acquisition disposition

Attributable coal resources rose to 6,911Mt from 6,442Mt, while recoverable reserves fell to 1,196Mt (1,240Mt in 2018) and marketable reserves to 872Mt (892Mt). Resources grew; reserves slipped, consistent with a year of mining depletion (inference).

resource reserve update

Ning Zhang, a Yankuang Group veteran, became Executive Director and Vice-Chair from 20 March 2020, replacing Fucun Wang. CFO Lei Zhang also resigned; a replacement search has begun. Second senior leadership change in two weeks.

director officer appointment

Independent director David Moult became CEO from 9 March 2020, replacing Reinhold Schmidt, who resigned to pursue new opportunities. Moult's exit leaves too few independent directors under Hong Kong rules; a replacement is to be appointed.

director officer appointment

2019 profit after tax was A$719m, down from A$852m; revenue A$4,460m (down 8%). Final unfranked dividend of A$280m (21.2c/share) declared, payable 29 April 2020. Resolves the pending results; Middlemount lost A$29m.

annual report

Yancoal warned it will likely book a non-cash impairment of its loan to Watagan (owner of the Ashton, Donaldson and Austar mines), citing ongoing technical challenges there. Amount not yet known; due before the 27 February results. Follows earlier Watagan mine issues.

other

First-half 2019 profit before tax was A$492m (A$537m a year earlier), with revenue flat at A$2,350m. An interim dividend of A$136.7m (A$0.1035/share, unfranked) is payable 20 September, matching last year's interim. Watagan booked a A$100m impairment, equity-accounted.

half year report

Board proposes changing the constitution so the minimum dividend is the higher of 50% of profit or 50% of free cash flow, up from 40% of profit. Needs a special resolution at the 31 May 2019 AGM. The 25% floor in tougher conditions stays.

security holder rights change

Year-end 2018 coal statement: attributable resources 6,442Mt, recoverable reserves 1,240Mt and marketable reserves 891Mt, after depletion by production. Covers the enlarged asset base including Hunter Valley Operations and Mount Thorley Warkworth; no prior-year totals appear in the text provided.

resource reserve update

Full-year accounts: 2018 profit after tax A$852m (2017: A$229m) on revenue A$4,850m. A final unfranked dividend of A$377m (28.6 cents a share) is recommended, payable 30 April 2019. Follows the A$130m interim dividend paid in September.

annual report

Record 2018 profit of A$852m on A$4,850m revenue, with a A$377m final dividend (ordinary plus special). A further US$500m of debt is repaid 26 February 2019, bringing prepayments to US$1.4bn since the Coal & Allied deal. Gearing fell to 34.6%.

annual report

BOCIF exercised its put option, so Yankuang will buy US$200 million of the US$775 million Watagan bonds around 1 April 2019. Yancoal expects no material effect and Watagan stays unconsolidated. Watagan will then owe Yankuang the face value, less capitalised interest.

debt financing

Morgan Stanley partly exercised the over-allotment option for 4,361,900 new shares at HK$23.48, and the stabilisation period ended 29 December. Share count rises to about 1,320.4m; Yanzhou's stake dips to 62.26%.

capital raising announcement

The retail shortfall bookbuild failed to clear at HK$23.48, so no shortfall shares were sold or issued and non-participating holders get nothing for their entitlements. This ends the roughly HK$1.41 billion offer. Retail take-up was small, about HK$13.2 million.

capital raising announcement

Institutional entitlement offer completed and Hong Kong trading began 6 December. Yanzhou, China Shandong Investment and Cinda renounced their rights (about 87.8% of the total) to Global Offering investors, so they are likely diluted (inference). Yanzhou and Yankuang face HK lock-ups; retail offer opens 7 December.

capital raising announcement

Yancoal completed buying an extra 4% of the Moolarben Joint Venture from KORES, lifting its stake from 81% to 85%. This is the purchase flagged as a use of the raising proceeds. Remaining holders are Korean companies (5%) and Sojitz (10%).

asset acquisition disposition

Yancoal priced its Hong Kong IPO at HK$23.48 (A$4.15), the bottom of the range, allocating 68,358,100 shares to raise HK$1.605bn, fully underwritten. It then launched the 0.05387-for-1 entitlement offer at the same price, up to about HK$1.589bn, a 27.7% premium to the A$3.25 ASX close. Hong Kong trading is expected 6 December.

capital raising announcement

Yancoal launched its fully underwritten Hong Kong IPO at HK$23.48-25.84 (A$4.09-4.50) per share, with Shaanxi Coal and Chemical as a cornerstone investor taking about US$40m. A follow-on entitlement offer of 0.05387 new shares per share is planned at the same price. Proceeds go mainly to debt repayment and the Moolarben stake. Final pricing is expected 30 November.

capital raising announcement

The board set a Hong Kong offer range of HK$23.48-25.84 (A$4.09-4.50) per share against A$3.06 on ASX. The Global Offering is 59.44m shares plus up to 8.92m over-allotment, alongside a rights offer at the same price. Yanzhou, China Shandong and Cinda will renounce their rights to Global Offering investors.

capital raising announcement

Hong Kong listing application is 'well advanced', with a draft post-hearing information pack published. Proceeds would repay debt, fund a 4% Moolarben interest purchase, possible acquisitions and working capital. Size and price remain unset, and approval is not assured.

capital raising announcement

Half-year profit after tax was $361m (profit before tax $539m) on revenue of $2,347m, versus a $14m loss a year earlier. A maiden $130m unfranked dividend was declared, payable 21 September. US$650m of debt has now been prepaid since Coal & Allied.

half year report

Yancoal lodged a confidential application for a primary Hong Kong listing, keeping its ASX listing, alongside a capital raising whose details are not finalised. A 35-for-1 share consolidation goes to a September vote; Yanzhou will dilute but stay the parent. Follows June's press reports.

capital raising announcement

Baocai Zhang became Chairman, replacing Xiyong Li who resigned from the board. Fucun Wang (Yankuang Group) joined as director, Vice Chair and Chair of the Executive Committee. Cunliang Lai stepped down as Vice Chair but stays a director.

director officer appointment

Yancoal prepaid US$450m of Bank of China and China Construction Bank loans, bringing prepayments since the Coal & Allied completion to US$600m including US$150m in December 2017. Follows the stated debt-repayment intent.

debt financing

The 51:49 Hunter Valley Operations joint venture with Glencore completed. Glencore bought a 16.6% interest from Yancoal for about US$429m (subject to adjustments) and 32.4% from Mitsubishi, leaving Yancoal with 51%. Resolves a thread open since July 2017.

farm in farm out completion

Yancoal completed buying Mitsubishi's 28.898% Warkworth interest for US$230m, lifting its Warkworth stake to about 84.5% and its share of Mount Thorley Warkworth output from 64.1% to 82.9%. This completes the option exercised in September 2017.

asset acquisition disposition

Full-year 2017 statutory accounts show a profit before tax of $311m and after-tax profit of $229m on revenue of $2,601m, against a $227m loss in 2016. No dividend is recommended. Coal & Allied was consolidated from 1 September 2017.

annual report

End-2017 attributable coal resources are 6,396Mt, recoverable reserves 1,304Mt and marketable reserves 923Mt, up from 2,879Mt, 555Mt and 402Mt a year earlier. The rise follows the Coal & Allied acquisition (its resources are as at end-2016).

resource reserve update

Yancoal exercised its option to buy Mitsubishi's 28.9% of Warkworth for US$230m, lifting its Warkworth interest to about 84.5%. Completion is expected by early March 2018, subject to FIRB approval and waiver of other participants' pre-emptive rights.

asset acquisition disposition

Yancoal completed the Coal & Allied acquisition from Rio Tinto, adding Hunter Valley Operations, Mount Thorley and Warkworth interests. The chairman said it redefines the business as a leader in Australian resources. Ends the long-running deal pursued since June.

asset acquisition disposition

Yancoal issued 23.46bn entitlement shares (US$2.35bn) and 1.5bn placement shares (US$150m) at US$0.10, plus 18.0bn shares to Yanzhou on converting its notes. Shares on issue rise from 994 million to 43.96bn, heavily diluting holders who did not take up.

capital raising announcement

The entitlement offer closed raising about US$1,004m at US$0.10 a share, with existing holders taking up 42.8%. The shortfall bookbuild drew only about US$59m and did not clear, so underwriters take about US$1,284m and no premium is payable to renouncing holders.

capital raising announcement

A review Panel also declined to hear the Senrigan and Noble Group review applications. It called the offer highly dilutive but unlikely to be unacceptable given the capital needed for Coal & Allied. Ends the Panel challenges.

other

Half-year to 30 June 2017: revenue $832.3m and loss after tax $13.9m, against a $180.4m loss a year earlier. No dividend. Moolarben contributed $107.9m. Coal & Allied acquisition still pending.

half year report

The Takeovers Panel declined to hear the Senrigan and Noble Group challenges, finding it unlikely to find unacceptable circumstances. It cited the guaranteed allocation letting holders keep their percentage and no evidence of a control change. Clears the way for the raising.

other

Noble Group's subsidiaries, holders of 13.16% of Yancoal, also applied to the Takeovers Panel to block the entitlement offer, placement and note conversion. They argue it shifts value and control to Yanzhou and circumvents the 2014 Panel orders. No decision yet.

other

Hedge fund Senrigan and Mr Taylor, minority holders, asked the Takeovers Panel to stop or change the entitlement offer, calling it unnecessarily dilutive and saying Yanzhou's voting power could rise from 78% to 89.15%. No decision yet on whether the Panel will act.

other

Yancoal announced a US$2.5bn equity raising for Coal & Allied: a 23.6-for-1 entitlement offer at US$0.10 a share (about US$2.35bn) plus a US$150m placement. Yanzhou commits US$1.0bn and will convert its notes. Heavily dilutive for those not taking up.

capital raising announcement

Yancoal agreed a 51:49 Hunter Valley Operations joint venture with Glencore, which pays US$1,139m for 49%: US$710m to Mitsubishi and US$429m to Yancoal. Glencore replaces Yancoal's Mitsubishi tag-along and will take up to US$300m of any entitlement offer shortfall. Conditional on Coal & Allied completing.

farm in farm out agreement

Rio Tinto shareholders approved the Coal & Allied sale to Yancoal, satisfying a key condition and ending Rio's ability to consider rival bids such as Glencore's. Yancoal aims to complete within Q3 2017. Resolves the contest.

asset acquisition disposition

Yancoal further amended the Coal & Allied agreement: price stays US$2.45bn at completion, plus US$240m of non-contingent royalties over five years. Yankuang adds a US$125m bank guarantee to its US$100m deposit. NSW Government approvals now received, answering an open condition.

material agreement

Rio Tinto confirmed Yancoal as preferred buyer of Coal & Allied over Glencore's revised offer. Yancoal's improved terms total US$2.69bn: US$2.45bn cash at completion plus US$240m guaranteed royalties, with Yankuang's break fee raised to US$225m. Completion expected Q3 2017.

asset acquisition disposition

Yancoal amended the Coal & Allied agreement: the US$500m deferred payments are now due at completion, total US$2.45bn. It waives MAC rights. Yankuang undertakes funding up to US$2.1bn if the raising falls short, plus a US$100m deposit; terms under independent director review.

material agreement

Rio Tinto reconfirmed Yancoal as preferred buyer over Glencore's US$2.55bn proposal, after Yancoal agreed to pay the full US$2.45bn at completion. Rio cited funding and regulatory certainty. Shareholder meetings still go ahead; completion expected Q3 2017.

asset acquisition disposition

Mitsubishi accepted the US$710m offer for its 32.4% of HVO JV. It also granted Yancoal a call option over its 28.9% of Warkworth for US$230m and exclusive agency for thermal sales to Japanese utilities. Conditional on Coal & Allied completing.

farm in farm out agreement

China's NDRC approved the Coal & Allied acquisition, completing key Chinese and Korean approvals alongside FIRB. Also notes a rival Glencore proposal to Rio; if Rio deems it superior, Yancoal has a right to match. Introduces a competing bidder.

regulatory community update

Yancoal made a binding tag-along offer of US$710m for Mitsubishi's 32.4% of the Hunter Valley Operations JV, open until 23 June. It is required under the Coal & Allied deal, conditional on that completing, and would add to HVO exposure.

asset acquisition disposition

FIRB has no objection to Yancoal buying 100% of Coal & Allied (US$2.45bn), subject to existing governance and standard tax conditions. Called a critical milestone. Rio and Yanzhou shareholder approvals still needed; completion still expected Q3 2017.

regulatory community update

Yancoal agreed to buy 100% of Coal & Allied (Hunter Valley Operations, Mt Thorley Warkworth) for US$2.45bn (A$3.27bn) plus a coal-price royalty. To be funded by a pro-rata share offer; Yanzhou intends to take up about US$1bn. Completion expected third quarter 2017.

asset acquisition disposition

Year-end 2016 attributable resources are 2,879Mt, with recoverable reserves of 555Mt and marketable reserves of 402Mt. Annual JORC statement; excludes the proposed Coal & Allied assets.

resource reserve update

Rio Tinto announced the sale of Coal & Allied to Yancoal for up to US$2.45bn: US$1.95bn at completion plus US$500m deferred over five years, plus royalties. Confirms the earlier price-query speculation. Needs Rio shareholder, Chinese and government approvals; completion expected second half 2017.

asset acquisition disposition

Donaldson moved to care and maintenance effective 2 May 2016, after mining at Abel underground stopped, resolving the March plan. Most employees were redeployed to Austar and Ashton. Feasibility studies continue on possible new underground areas.

regulatory community update

The US$950m bond financing reached financial close effective 31 March 2016, as announced 17 February. Watagan Mining Company now holds Ashton, Austar and Donaldson, and Yancoal no longer controls it. Yancoal manages the mines under 10-year service contracts.

debt financing

Donaldson (Abel underground) will move to care and maintenance in June 2016 as feasibility studies begin. Mining drops from three units to two from 14 March, affecting 10 roles. About 11 of 103 staff remain. Extends the earlier Abel cutbacks.

regulatory community update

Full-year 2015 loss was $291.2m on revenue of $1.32bn, versus a $353.5m loss in 2014. No dividend. Net tangible assets per share fell to negative $0.57 from $0.22. The Austar investigation is still ongoing. Two new subsidiaries were formed, including Watagan Mining Company.

annual report

Yancoal will raise up to US$950m through nine-year secured bonds issued by a new subsidiary holding Ashton, Austar and Donaldson. Tranche 1 (US$760m) pays about 8.55%. Yancoal loses control of those mines but keeps managing them; Yankuang provides a put option. Closing expected by 30 April 2016.

debt financing

The NSW Court of Appeal upheld the condition on the Ashton South East Open Cut approval, so no development work can occur until Ashton buys a privately owned property in the mining area. Yancoal is assessing the impact; the project is planned at 3.6Mt a year for seven years.

regulatory community update

NSW approved the Moolarben Stage Two Mining Operations Plan, completing the state approvals process. Yancoal can now develop two underground areas and a new open cut pit, taking the complex to up to 17Mt a year for 24 years.

regulatory community update

Yancoal announced up to 170 redundancies at Abel and up to 55 at Austar, citing the continued coal downturn. Abel moves to a five-day week with 108 staff, and Austar to two continuous miners with 185 staff. This extends the underground problems seen at both mines.

regulatory community update

The NSW Planning Assessment Commission approved the Stratford extension, allowing up to 21.5Mt of coal over 11 years at up to 2.6Mt a year. This resolves the pending state approval, but federal environmental approval is still outstanding.

regulatory community update

Full-year 2014 loss of $353.5m on $1.4bn revenue, with operating EBITDA of negative $46.6m. Gearing fell from 84% to 60% after the US$1.8bn notes repaid senior loans. Yanzhou gave up to A$1.4bn of extra support, and bank facility of US$2.6bn extended to 2020–2022.

annual report

NSW Planning Assessment Commission approved Moolarben Stage 2, allowing up to 16Mt a year of run-of-mine coal for 24 years. This resolves the long-awaited approval and extends the mine's life; Yancoal holds 80% of the joint venture.

regulatory community update

Yancoal issued 18,005,102 Subordinated Capital Notes at US$100 each, raising US$1,800.5m, against the up-to-US$2.3bn originally sought. The initial distribution rate is 7.00%, with first payment expected 31 July 2015; distributions can be deferred. Notes trade on ASX from 2 January 2015.

capital raising announcement

Notes offer to eligible shareholders closed, raising about US$1.8bn gross, including Yanzhou's US$1.8bn commitment. About US$507.6m of entitlements go to a shortfall bookbuild on 23 December, so the offer falls well short of the up-to-US$2.3bn target. This confirms minority holders took up very little.

capital raising announcement

Takeovers Panel declared unacceptable circumstances over the notes offer, calling it highly dilutive and unattractive to shareholders other than Yanzhou. The offer may proceed, but Yanzhou can convert notes only to maintain, not increase, its ~78% voting power without minority approval. Resolves Senrigan's challenge largely in its favour.

regulatory community update

The Takeovers Panel received an application from Senrigan Capital, a shareholder, challenging the notes offer. Senrigan argues it lets Yanzhou convert into up to 98.8% of Yancoal cheaply and is unnecessary. It seeks shareholder approval or withdrawal; no Panel decision has been made.

regulatory community update

Yancoal launches a rights offer of Subordinated Capital Notes to raise up to about US$2.3bn, at a 7.00% initial distribution rate and convertible at US$0.10 per share. Yanzhou will take up its ~US$1.8bn share, used to repay Yanzhou debt; Bank of China and China Construction Bank would extend their US$2.6bn facility three years.

capital raising announcement

The NSW Planning Assessment Commission approved a Moolarben Stage 1 modification, allowing an extra 30Mt of run-of-mine coal over the mine's life. The larger Stage 2 expansion, which could double Moolarben output, still awaits approval.

regulatory community update

Two employees died when a wall collapsed underground at the Austar Coal Mine on 15 April 2014. Mining has stopped and a recovery operation began. Yancoal is working with emergency services and the regulator.

other

Yancoal arranges a US$300m long-term loan facility from majority shareholder Yanzhou. The first US$100m tranche is a six-year, unsecured, no-covenant loan repayable at maturity; terms of the other US$200m are to be agreed later. It funds working capital and capex, adding to Yanzhou funding.

debt financing

Yanzhou tells Yancoal it no longer wishes to pursue its non-binding proposal, made 9 July 2013, to take Yancoal private. This ends the scheme for the 22% minority, so Yancoal stays listed with Yanzhou still holding about 78%.

other

2013 loss after tax was $832.1m against a $375.4m profit in 2012, with operating EBITDA of $43.7m and an EBIT loss of $227.1m. Record 16.9Mt production and 15% cost savings were offset by weak prices. Net debt rose to $4,839m, including $1,918m owed to Yanzhou.

annual report

Yancoal arranged a US$250m unsecured, no-covenant loan from majority shareholder Yanzhou, with a 5.5-year term and principal repaid at maturity. It will repay US$100m of existing debt and fund working capital and capital expenditure.

debt financing

The Treasurer removed the foreign investment conditions that required Yanzhou to cut its roughly 78% stake in Yancoal below 70% by 31 December 2013. Yanzhou pledged to keep Yancoal solvent while it holds at least 51%. The board is assessing the effect on the privatisation proposal.

regulatory community update

Yanzhou has directed Yancoal not to issue a lapse notice on its 87,645,184 CVR shares, so Yanzhou will buy them in cash. The repurchase price is likely A$3.00 per CVR, settling by 4 March 2014 at the latest. This resolves the CVR thread.

security holder rights change

Li Xiyong, 49, is appointed director and Chairman, replacing Weimin Li, who resigned in July. He has also been appointed Chairman of majority shareholder Yanzhou, so both companies share the same chair.

director officer appointment

First-half 2013 loss after tax was $749.4m, versus a $410.0m profit a year earlier. It was driven by a $492.7m unrealised foreign exchange loss on US dollar debt and a $343.0m mining tenement impairment. Operating EBIT was a $109.3m loss; unit cash costs are falling.

half year report

Reinhold Schmidt, formerly COO of Xstrata Coal Queensland, is appointed permanent CEO from 26 August 2013 after a global search. This resolves the CEO search open since Murray Bailey stood down in March; Peter Barton had been acting CEO.

director officer appointment

Chairman Weimin Li resigned as chairman and director effective 22 July 2013, following his resignation as chairman of controlling shareholder Yanzhou. A new Chairman will be announced in due course.

director officer appointment

Majority owner Yanzhou (78%) made a non-binding proposal to buy the other 22% by scheme of arrangement, offering 0.91 Yanzhou CDIs per Yancoal share, followed by delisting from ASX. Independent board committee will do due diligence; no assurance of a deal. CVRs not included.

business combination

Yancoal arranged a US$250m three-year unsecured, covenant-free loan from Yancoal International (Holding), a subsidiary of majority shareholder Yanzhou. Principal is repayable at maturity. It funds working capital and capital expenditure, adding to the earlier US$596m Yanzhou loan.

debt financing

2012 annual report restates a board-approved five-year plan to lift equity saleable production to around 24Mtpa by 2017. Resources are 3,824Mt and reserves about 800Mt. Yanzhou holds 78.0% and Noble Group 13.2%. Take-or-pay costs are expected to persist into 2013.

annual report

Murray Bailey stands down as CEO from 12 March 2013, earlier than the 6 July term end announced in February. COO Peter Barton becomes acting CEO while the search for a permanent replacement continues. Bailey stays available to assist until July.

director officer appointment

Statutory 2012 accounts: net profit $404.6m on revenue $1,412.3m, but before non-recurring items there was a pre-tax loss of $9.7m and profit after tax of $69.0m. No dividend. Net tangible assets per share fell to $1.73 from $21.18. Gloucester contributed a $32.7m loss after tax.

annual report

Full-year NPAT $404.6m on revenue $1,412.3m, boosted by a $200m merger acquisition gain. Operating EBITDA fell to $197.9m from $621.1m, with an EBIT loss of $5.2m, blamed on lower coal prices, strong Australian dollar, higher costs and unused port and rail take-or-pay. Record 14.7Mt produced.

annual report

Revised JORC resources total 3,824Mt and reserves 799.7Mt, down 1.7% from 813.9Mt in the scheme booklet. Changes are described as minor. Moolarben resources rose 38Mt to 1,222Mt; Donaldson fell 58Mt to 827Mt.

resource reserve update

CEO Murray Bailey, who joined in 2010, will not have his contract extended beyond 6 July 2013. The company says the Brisbane-to-Sydney commute is the reason, and it has begun searching for a replacement.

director officer appointment

Yancoal declared force majeure on several Yarrabee coal sales contracts because cyclone Oswald damaged the Blackwater rail line to Gladstone. Yarrabee cannot rail coal to port, and ponded water may affect mining for several more weeks.

production update

Yancoal arranged a US$596m unsecured, covenant-free five-year loan from majority shareholder Yanzhou, with principal repayable from June 2015. It funds the Promissory Notes for the capital return to former Gloucester shareholders.

debt financing

Yancoal expects a third-quarter loss after tax of $7.4m, or $53.1m excluding foreign exchange gains on the acquisition loans (unaudited). A five-year strategic plan goes to the board in November; full-year results are due by end of February 2013.

other

The NSW Planning Assessment Commission approved the Ashton South East Open Cut, reversing the 2011 refusal that was appealed. Yancoal says further approvals are still needed and timing is uncertain. Once developed, it would roughly double Ashton output to about 3.0Mtpa saleable coal.

regulatory community update

First half 2012 net profit was $415.7m, but this includes a $218.1m acquisition gain. Profit before one-offs fell 83% to $42.3m on revenue of $601.2m. Gloucester's earnings are excluded, as the merger took effect 27 June. No dividend.

half year report

The Gloucester merger was fully implemented: Yancoal issued 218,727,665 ordinary shares and 87,645,184 CVR shares to scheme holders and now owns all of Gloucester. Gloucester is expected to be delisted from 10 July 2012.

business combination

Yancoal Australia was admitted to the ASX official list on 28 June 2012, with trading in its ordinary and CVR shares starting at 11:00 am on a deferred settlement basis.

listing compliance notice

Gloucester Coal released its booklet for the scheme merging it into Yancoal Australia. The independent expert valued a Gloucester share at A$8.90-9.65 against offered value of A$9.35-9.48, and called the deal fair and reasonable. Directors unanimously recommend voting in favour.

business combination

Yancoal Australia lodged an information memorandum to list on the ASX, tied to its merger with Gloucester Coal. It lists 994,216,659 ordinary shares and up to 87,935,910 CVR shares after the merger; Yanzhou Coal holds 775,488,994 shares today.

other