Each one in plain English, with the numbers worked through for a shareholder.
15 Dec 2014regulatory community update▼ BadMajor
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.
Yancoal lodged a supplementary prospectus extending the timetable of the Subordinated Capital Notes offer, following the Takeovers Panel pause. The text gives no new dates or terms.
Takeovers Panel accepted Yancoal's undertaking not to process applications under the notes offer until the earliest of 12 December 2014, a Panel order, or the end of proceedings. This is a pause on the offer while Senrigan's challenge is decided.
Investor presentation for the Subordinated Capital Notes offer, up to US$2.3bn and not underwritten. It says Yancoal must cut gearing, address its covenant position and fund growth; Yanzhou has committed to take its full entitlement. Largely repeats the 10 November offer terms.
Letter telling ineligible shareholders, such as those outside Australia and New Zealand, they cannot take part in the notes offer. No action is required. It repeats the offer terms and the 28 November record date.
Letter to eligible shareholders outlines the notes offer: 2.32112 notes per 100 shares at US$100 (A$125) each, record date 28 November. It says the offer aims to ease covenant pressure under the Bank of China facilities. Yanzhou will not apply for additional notes.
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.
Trust deed for the Subordinated Capital Notes is signed between Yancoal SCN Limited, Yancoal Australia and Australian Executor Trustees. It sets the notes' terms, the subordinated guarantee and the trustee's powers. It is legal documentation for the November rights offer, with no new commercial terms in the text provided.
Prospectus lodged for the Subordinated Capital Notes rights offer of up to about US$2.3077bn. Entitlement trading is expected from 26 November to 10 December, with notes issued around 24 December 2014. This formalises the 10 November offer announcement.
10 Nov 2014capital raising announcement● NeutralMajor
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.
Half-year loss after tax was $192.7m on revenue of $654.6m, versus a $749.4m loss a year earlier. Yancoal attributes losses to the strong Australian dollar and weak coal prices. No dividend; net tangible assets $0.88 per share.
Media release on the half-year result: $192.7m loss on $654.6m revenue, operating EBIT loss of $186.1m, and 7.9Mt equity saleable coal, up 4%. Guidance of 16.5–17.0Mt is unchanged. It repeats the accounts released the same day.
The longwall move to panel A8 at Austar is complete and production has restarted, with 2014 saleable output expected within the earlier forecast range. The April incident investigation continues and development works remain stopped.
19 June 2014regulatory community update▲ GoodMajor
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.
Yancoal signs an executive service agreement with Co-Vice Chairman Baocai Zhang, starting once he obtains an Australian work visa. Base pay is $440,000 a year plus superannuation, with a six-month sign-on bonus and incentive plans. Administrative detail on an already announced appointment.
AGM speech by Co-Vice Chairman Cunliang Lai, who is standing in for Chairman Li, and CEO presentation. It says weak prices will persist and Yanzhou withdrew its privatisation proposal but keeps providing financial support. It repeats known 2013 results and the Austar deaths.
Development has not resumed at Austar since the April incident, and the cause is undetermined. The longwall is being moved to panel A8 over 8–10 weeks, giving up to 12 months of production. The regulator still controls the incident site.
Huaqiao Zhang, a Hong Kong-based businessman with over 21 years in banking and finance, is appointed a non-executive director whom the board considers independent. This starts to fill the vacancy left by James MacKenzie's retirement.
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.
2013 annual report repeats the results already released: equity saleable production of 16.9Mt, up 15%, and unit costs down 11%. It gives 2014 saleable production guidance of 16.5–17.0Mt. Yanzhou holds 78.0% and Noble 13.2%.
Director James MacKenzie, who joined the board with the 2012 Gloucester merger, has retired. Yancoal expects to appoint a new independent non-executive director during 2014.
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.
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%.
Annual coal resource and reserve statements for December 2013, reported under the JORC Code. The extract does not show the totals, so any change from the February 2013 figures (3,824Mt resources, 799.7Mt reserves) cannot be confirmed. Some projects will move to the 2012 Code during 2014.
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.
Full-year 2013 statutory accounts: revenue $1,529.8m and net loss $832.1m (2012: $375.4m profit). Net tangible assets per share fell to $0.87 from $1.68, and no dividend is proposed. The loss reflects weak coal prices, a $369.5m foreign exchange loss and the first-half $343.0m impairment.
ASX suspends the CVR shares (YALN) from quotation at close of trading on 25 February 2014, at Yancoal's request, pending their repurchase. Ordinary shares are not affected.
Yancoal confirms the CVR repurchase date of 4 March 2014 and that Yanzhou has set the price at A$3.00 cash per CVR share, payable about 11 March. CVR trading is expected to be suspended after 25 February. This fixes the terms of the thread opened in November.
Baocai Zhang, a Yancoal director and Yanzhou board member and deputy general manager, becomes a third Co-Vice Chairman and will replace Cunliang Lai as Executive Committee Chair from 20 January 2014. Another senior Yanzhou executive moves into a leading Yancoal role.
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.