29 Sept 2017security holder rights change● Neutral
31 subordinated capital notes were converted into Yancoal shares at a holder's request, effective 30 September 2017. Very small, further to the main note conversion at the raising.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
27 Sept 2017asset acquisition disposition▲ GoodMajor
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.
1 Sept 2017asset acquisition disposition▲ GoodMajor
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.
1 Sept 2017asset acquisition disposition● Neutral
Rio Tinto confirmed completing the Coal & Allied sale to Yancoal for US$2.69bn, comprising US$2.45bn cash and US$240m of guaranteed royalties, with a further coal-price royalty capped at US$410m. Rio's side of the deal that Yancoal's raising funded.
31 Aug 2017security holder rights change● Neutral
The notes issuer confirmed Yanzhou's 18,000,031 notes converted into 18.0bn Yancoal shares at US$0.10, and 80 other notes converted at an adjusted US$0.053. The adjusted price follows the entitlement offer, as flagged earlier. Largely repeats the share issue announcement.
31 Aug 2017capital raising announcement● NeutralMajor
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.
28 Aug 2017capital raising announcement● NeutralMajor
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.
24 Aug 2017capital raising announcement● Neutral
Update on the entitlement offer: large holders facing BPAY limits above A$1m can pay by other methods, and shortfall will be offered to certain US qualified institutional buyers. Offer still closes 25 August 2017.
22 Aug 2017other▲ GoodMajor
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.
18 Aug 2017half year report▲ Good
Results release: loss narrowed to $13.9m from $180.5m, with operating EBIT of $198.3m versus a $101.5m loss a year earlier. Moolarben longwall starts in October. Repeats the half-year accounts.
18 Aug 2017half year report▲ GoodMajor
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.
17 Aug 2017other● Neutral
Noble Group's subsidiaries also applied to review the Panel's decision declining to act on the entitlement offer. No review panel appointed yet. Continues the minority holders' challenge.
16 Aug 2017other● Neutral
Senrigan and Mr Taylor applied for a review of the Panel's decision to decline their challenge to the entitlement offer. No review panel appointed yet, and the President consented to the application.
15 Aug 2017other▲ GoodMajor
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.
14 Aug 2017security holder rights change● Neutral
31 August 2017 is expected to be a Special Conversion Date for the subordinated notes. Yanzhou's conversion is expected to issue 18,000,031,000 Yancoal shares, conditional on the entitlement offer completing that day. Conversion notices accepted until 22 August.
10 Aug 2017capital raising announcement● Neutral
Notice to shareholders ineligible for the entitlement offer, such as those outside Australia and New Zealand. Their entitlements will be sold through a nominee and bookbuild, with any premium over US$0.10 paid to them. Administrative notice.
10 Aug 2017capital raising announcement● Neutral
Personalised entitlement and acceptance form for the offer. Holders get 23.6 new shares per share at US$0.10 (about A$0.125) and can pay in A$ or US$. Entitlements trade on ASX until 18 August. Administrative document, no new terms.
10 Aug 2017capital raising announcement● Neutral
Typeset version of the entitlement offer booklet, correcting the rights trading code to YALRA and fixing typographical matters. Offer terms (23.6-for-1 at US$0.10, closes 25 August) are unchanged.
10 Aug 2017other● Neutral
Yancoal gave the Takeovers Panel undertakings not to process entitlement offer applications until the earliest of 18 August, a Panel order, or the end of proceedings. Interim measure while the two challenges are considered.
10 Aug 2017other▼ BadMajor
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.
9 Aug 2017admin correction● Neutral
Takeovers Panel clarifies that the entitlement offer price in its earlier release is US$0.10, not A$0.10. Administrative correction only.
9 Aug 2017other▼ BadMajor
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.
7 Aug 2017capital raising announcement▲ Good
Cinda, one of the underwriters of the entitlement offer, received FIRB approval for any share subscriptions under its underwriting commitment. This satisfies a condition of that commitment.
7 Aug 2017security holder rights change● Neutral
Cum-rights VWAP set at A$0.246 (US$0.1951). If the offer is fully subscribed, the note conversion price would fall from US$0.10 to US$0.053. Yanzhou will still convert at US$0.10, so the change affects only the remaining 5,011 notes.
4 Aug 2017admin correction● Neutral
Corrects the entitlement trading code in the offer booklet from YALR to YALRA. Administrative only.
4 Aug 2017other● Neutral
ASX notice on trading of the entitlements (code YALRA) from 4 August. Only eligible persons can exercise them; excluded investors' entitlements go to a shortfall bookbuild. Administrative market notice.
3 Aug 2017capital raising announcement● Neutral
Letter to shareholders on the entitlement offer: about 23.46bn new shares at US$0.10, a 67.9% discount to the 31 July close. Record date 7 August. Underwriters are Shandong Lucion, Glencore and Cinda's fund; Yanzhou takes about US$1bn. Repeats known terms.
What it means for a shareholder
23.46bn new shares at US$0.100 to raise about US$2.35bn. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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2 Aug 2017security holder rights change● Neutral
Terms of the Subordinated Capital Notes were amended so holders can elect a higher conversion price. This lets Yanzhou convert its notes at US$0.10, the raising price, at the same time as the share issue. Facilitates the equity raising.
2 Aug 2017investor presentation● Neutral
Investor presentation supporting the US$2.5bn raising and Coal & Allied acquisition, positioning Yancoal as a pure-play Australian coal producer. Repeats the raising terms already announced; the disclaimer text provided contains no new facts.
2 Aug 2017capital raising announcement● NeutralMajor
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.