Each one in plain English, with the numbers worked through for a shareholder.
8 Oct 2012regulatory community update▲ GoodMajor
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.
Presentation of first-half results, repeating the $415.7m profit, which excludes Gloucester. It restates the merger, listing, debt refinancing and progress at Moolarben Stage 2 and Middlemount. No new information evident.
Media release on the $415.7m first-half profit. Yancoal says it will cut costs, limit capital spending to essentials and review expansion plans given weak coal markets. CEO Bailey warns the next few months will be difficult. Debt maturities were pushed out.
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.
The ATO published its class ruling on the Gloucester merger, consistent with the tax outcomes in the scheme booklet. It will accept 6 July 2012 average prices of $1.1549 (Yancoal share) and $2.5995 (CVR) as market value; Gloucester share value is $3.5673.
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.
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.
Gloucester confirmed scheme holders on the 4 July 2012 record date get one Yancoal share and one CVR share per Gloucester share. There is no scale-back of CVR shares; cash-election and foreign holders get no CVRs.
Yancoal's constitution, approved 26 June 2012, was lodged. It is a governance document covering share rights, meetings, directors and takeover provisions; no new commercial information.
Yancoal's formal ASX listing application and agreement. It covers up to 994,216,659 ordinary shares and up to 87,935,910 CVR shares, plus a preference share expected to be redeemed after the merger. Administrative; text is partly garbled.
Yancoal's share trading policy, adopted 15 June 2012, was lodged. It restricts directors and staff from trading while holding inside information or during blackout periods. Administrative.
Yancoal lodged a special purpose financial report for 2010. After-tax profit was $414.7m (2009: $45.6m), helped by a full year of Felix Resources, Moolarben starting production in May 2010 and the Minerva sale. It agreed in 2011 to buy a further 30% of Ashton for US$250m.
Indicative distribution of holders: about 3,000 ordinary shareholders, most holding under 5,000 shares, and 33 holding over 100,000. Administrative listing document.
ASX announced Yancoal will be admitted to the official list on 28 June 2012, with 994,216,659 ordinary shares (YAL) and 87,935,910 CVR shares (YALN) trading on a deferred settlement basis. The Gloucester scheme took effect on 27 June.
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.
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.