Each one in plain English, with the numbers worked through for a shareholder.
7 June 2022business combination▲ GoodMajor
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.
Address and slides for the 30 May 2022 AGM by Co-Vice Chairman Gregory Fletcher and CEO David Moult. Text seen was only the disclaimer; no new information visible.
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.
Updated company constitution approved by shareholders at the 30 May 2022 AGM. This is the amendment previously proposed to reflect Yankuang's name change and Hong Kong listing rule changes. Administrative.
2021 ESG report covering environment, community and governance. Restates the diversification strategy and investigation of renewable projects such as solar, wind and pumped hydro. No new financial or operating information.
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.
Of 591,960 vested 2019 long-term incentive rights, 40% (236,784) were awarded and 60% cancelled because the earnings-per-share hurdle was missed. Awards will be cash-settled to protect the public float. No 2019 rights remain.
Sets the voting-entitlement cut-off for the 30 May 2022 AGM at 7pm Sydney time on 24 May 2022, earlier than Australian shareholders may expect because of the Hong Kong dual listing. Administrative notice.
Corporate governance checklist for the 2021 annual report, pointing to pages 128-150 for the governance statement. Administrative filing; no new information.
2021 annual report, repeating results already released: record revenue over A$5.4bn and EBITDA over A$2.5bn. The chairman restates plans to diversify into renewables and other minerals beyond coal, with major shareholder Yankuang Energy's support, calling the coming years a transitional period.
Board proposes constitution changes, to be voted at the 30 May AGM by special resolution, to reflect the majority shareholder's name change (Yanzhou to Yankuang) and recent Hong Kong listing rule changes. Notice of meeting expected around 29 April.
March quarter 2022: realised price hit a record A$258/t (up 23%), but saleable output fell 13% to 8.1Mt on wet weather and COVID-19. Output is heading to the low end of 35-38Mt guidance, costs to the high end of A$71-76/t, with a stated risk of missing guidance.
The annual general meeting will be held on 30 May 2022. Director nominations close 6 April 2022; the notice of meeting will follow in April. Administrative notice.
Issued 2,434,135 deferred share rights to senior executives under the short-term incentive plan: about 0.18% of shares. 1,217,065 vest 1 March 2023 and 1,217,070 on 1 March 2024; settled in existing shares or cash. The other 50% of awards was paid in cash on 15 March.
648,793 vested 2019 and 953,661 vested 2020 deferred share rights (vested 1 March 2022) will be paid in cash, not shares, to keep the public float compliant. All 2019 rights are now vested or lapsed; 953,669 2020 rights remain, vesting 1 March 2023.
Corrects the previous day's Hong Kong dividend form: the A$0.50 per share final dividend (HK$2.81015) was mislabelled as a A$0.204 special. Dates unchanged, payment 29 April 2022. Administrative correction only.
Annual financial report for 2021: revenue A$5,404m (up 56%) and net profit after tax A$791m, against a A$1,040m loss in 2020. Directors declared a A$930m unfranked dividend, with payment on 29 April 2022.
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.
Slide presentation of the 2021 full-year result, repeating figures already released: record revenue A$5.4bn, operating EBITDA A$2.5bn and net profit A$791m. Disclaimer text was read; the slides were truncated. No new information seen.
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.
Hong Kong dividend form for the 2021 final dividend: record date 16 March, payment 29 April 2022, ex-date 15 March. It was filed with the wrong figures (A$0.204 labelled special); corrected the next day. Carries the dividend already declared.
December quarter 2021: realised price rose to A$209/t (up 32% on the prior quarter), but saleable output fell 6% to 9.3Mt on wet weather and COVID-19. Full-year saleable coal was 36.7Mt, just under the ~37.5Mt guidance, at an average A$141/t.
Four Yancoal subsidiaries agreed new coal sales agreements with customer POSCO for 2022-2024, replacing the 2021 agreements. Annual sales are capped at US$300m, against about US$163m in 2020 and US$117m in the nine months to September 2021.