Stock Name: Noble Grp
Company Name: NOBLE GROUP LIMITED
OIR BITES: Noble - Revised terms for Gloucester deal
Revised terms for Gloucester deal
This morning, Noble announced that Yancoal has revised the terms of the proposed merger with Gloucester Coal after completing the due diligence process.
Firstly, Yancoal contribute A$300m less in debt to the MergeCo, amounting to A$2.4b, which reflects revised debt calculations.
Secondly, Yancoal will hold 78% stake in the MergeCo and Gloucester shareholders will own 22%, down from the initial 77% and 23% respectively. This also means that Noble would end up with a 13.2% stake, as compared to 13.7% previously.
Thirdly, Yancoal will pay A$3.15 cash a share, down from the original A$3.20; the cut in the cash component reflects the cancellation of Gloucester options for cash amounts settled with Yancoal. This would also see Noble receiving A$312m instead of A$320m.
However, there was no mention of the off-take agreements with Yancoal. So we assume that these contracts are still on.
At the moment, we are holding off revising our numbers (we typically do not include asset sales as core earnings).
We maintain our HOLD rating and S$1.46 fair value; but we would only be buyers closer to S$1.30.
Gloucester Coal Recommends A$2.05 Billion Yanzhou Takeover
2012-03-06 00:19:12.657 GMT
By Elisabeth Behrmann
March 6 (Bloomberg) -- Gloucester Coal Ltd., an Australian
producer, recommended shareholders accept an amended A$2.05
billion ($2.2 billion) takeover by Yanzhou Coal Mining Co. after
the Chinese company completed a study of its books.
The cash and stock deal values Gloucester at about A$10.11
a share, according to calculations based on a statement today
from the Sydney-based company. That's 5 cents a share lower than
the initial agreed figure and 44 percent more than its Dec. 19
close, the day before the stock was halted prior to the initial
announcement of the proposed transaction.
Yanzhou Coal, China's fourth-biggest producer of the fuel,
agreed in December to buy Gloucester, almost doubling its coal
mines in Australia, the world's biggest exporter, and expanding
its access to ports. Under the amended deal, the cash component
is cut to A$3.15 a share from A$3.20 and Yanzhou will lower its
debt contribution by A$300 million to A$2.4 billion.
"This transaction provides Gloucester shareholders with
the opportunity to participate in a globally significant coal
company that is expected to be Australia's largest listed pure-
play producer," Gloucester Chairman James MacKenzie said in the
statement.
Gloucester rose 0.4 percent to A$8.49 at 10:53 a.m. in
Sydney. Yanzhou fell 3.3 percent yesterday in Hong Kong.
Yanzhou will hold 78 percent in the new company and
Gloucester shareholders will own 22 percent, compared with the
initially planned 77 percent and 23 percent, according to the
statement. The deal is subject to a number of approvals,
including by Australia's Foreign Investment Review Board.
Under the plan, Gloucester will merge with Yancoal
Australia Ltd. and its shareholders will get A$3.15 cash a share,
including a special dividend of 44 cents, and 22 percent of the
stock in a new company that combines most of Yanzhou's
Australian assets with Gloucester's. The remaining stake in the
company will be held by Yanzhou and it will become publicly
traded in Australia.
The cut to the cash component reflects the cancellation of
Gloucester options for cash amounts settled with Yanzhou Coal,
the company said in the statement.
Company Name: NOBLE GROUP LIMITED
| Research House: OIR BITES | Price Call: BUY | Target Price: 1.46 |
OIR BITES: Noble - Revised terms for Gloucester deal
Revised terms for Gloucester deal
This morning, Noble announced that Yancoal has revised the terms of the proposed merger with Gloucester Coal after completing the due diligence process.
Firstly, Yancoal contribute A$300m less in debt to the MergeCo, amounting to A$2.4b, which reflects revised debt calculations.
Secondly, Yancoal will hold 78% stake in the MergeCo and Gloucester shareholders will own 22%, down from the initial 77% and 23% respectively. This also means that Noble would end up with a 13.2% stake, as compared to 13.7% previously.
Thirdly, Yancoal will pay A$3.15 cash a share, down from the original A$3.20; the cut in the cash component reflects the cancellation of Gloucester options for cash amounts settled with Yancoal. This would also see Noble receiving A$312m instead of A$320m.
However, there was no mention of the off-take agreements with Yancoal. So we assume that these contracts are still on.
At the moment, we are holding off revising our numbers (we typically do not include asset sales as core earnings).
We maintain our HOLD rating and S$1.46 fair value; but we would only be buyers closer to S$1.30.
Gloucester Coal Recommends A$2.05 Billion Yanzhou Takeover
2012-03-06 00:19:12.657 GMT
By Elisabeth Behrmann
March 6 (Bloomberg) -- Gloucester Coal Ltd., an Australian
producer, recommended shareholders accept an amended A$2.05
billion ($2.2 billion) takeover by Yanzhou Coal Mining Co. after
the Chinese company completed a study of its books.
The cash and stock deal values Gloucester at about A$10.11
a share, according to calculations based on a statement today
from the Sydney-based company. That's 5 cents a share lower than
the initial agreed figure and 44 percent more than its Dec. 19
close, the day before the stock was halted prior to the initial
announcement of the proposed transaction.
Yanzhou Coal, China's fourth-biggest producer of the fuel,
agreed in December to buy Gloucester, almost doubling its coal
mines in Australia, the world's biggest exporter, and expanding
its access to ports. Under the amended deal, the cash component
is cut to A$3.15 a share from A$3.20 and Yanzhou will lower its
debt contribution by A$300 million to A$2.4 billion.
"This transaction provides Gloucester shareholders with
the opportunity to participate in a globally significant coal
company that is expected to be Australia's largest listed pure-
play producer," Gloucester Chairman James MacKenzie said in the
statement.
Gloucester rose 0.4 percent to A$8.49 at 10:53 a.m. in
Sydney. Yanzhou fell 3.3 percent yesterday in Hong Kong.
Yanzhou will hold 78 percent in the new company and
Gloucester shareholders will own 22 percent, compared with the
initially planned 77 percent and 23 percent, according to the
statement. The deal is subject to a number of approvals,
including by Australia's Foreign Investment Review Board.
Under the plan, Gloucester will merge with Yancoal
Australia Ltd. and its shareholders will get A$3.15 cash a share,
including a special dividend of 44 cents, and 22 percent of the
stock in a new company that combines most of Yanzhou's
Australian assets with Gloucester's. The remaining stake in the
company will be held by Yanzhou and it will become publicly
traded in Australia.
The cut to the cash component reflects the cancellation of
Gloucester options for cash amounts settled with Yanzhou Coal,
the company said in the statement.
Best Regards,
Company Registration No: 198301152E
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