australia

  • A higher all-cash offer has been made for Golden Energy & Resources (GEAR) shares which encourages shareholders to opt for the all-cash option -- instead of part share and part cash.

    From 84.6 Singapore cents a share in the original all-cash offer announced in Nov 2022, it's now 97.3 cents, a 15% increase, said GEAR and offeror Duchess Avenue in a joint statement over the weekend.

    The 97.3 cents all-cash option is slightly superior to the revised 96.4 cents value that a shareholder will get if he opts for part share and part cash, according to GEAR's illustration.


    aerialport5.18Thermal coal operations at GEMS. File photo.

    Highest ever

    “Since the resumption of trading of GEAR shares in December 2016 following completion of the reverse takeover exercise of the Company, the closing prices of the shares have not exceeded the Revised All Cash Consideration of S$0.973.

    -- Golden Energy & Resources

    Being more attractive, the new all-cash option addresses the complaint that shareholders had regarding the trading illiquidity and forex risk from accepting shares under the original offer of PT Golden Energy Mines (GEMS), a Jakarta-listed entity, in a partial exchange for GEAR shares. 

    GEAR owns 62.5% of GEMS.

    Golden Energy & Resources

    Subsidiary

    Commodity

    Ownership by GEAR

    Jurisdiction

    GEMS

    Thermal coal

    62.5%

    Indonesia

    Stanmore

    Metallurgical coal

    64.1%

    Australia

    Ravenswood

    Gold

    50.0%

    Australia



    The all-cash offer, which increased to 97.3 cents from 84.6 cents, comprises:

    • Increase in cash price by 18%, to IDR6,500 from IDR5,500 for GEMS shares.

    This will be paid in Singapore dollars based on fixed SGD:IDR exchange rate, thereby removing forex risk up to date of payment.

    • Increase in exit offer price by 13%, to 18.1 cents from 16.0 cents.

    The exit offer covers GEAR's stakes in various assets, especially 64%-owned ASX-listed Stanmore Resources and 50%-owned Ravenswood Gold Group, an unlisted gold miner in Australia.

     

    Factors considered in determining the increase:
    (a) the financial performance of GEAR and its subsidiaries for the year ended 31 December 2022, and the business outlook as described in GEAR’s results announcement published on 27 February 2023;

    (b) the financial resources available to GEAR, the Offeror and DSS to implement the proposed transactions (including the payment of the revised cash alternative price by GEAR and PT Dian Swastatika Sentosa Tbk (DSS)*, and the revised exit offer price by the Offeror); and

    c) the historical traded price of the Shares.

    GEAR notes that since the resumption of trading of the Shares in December 2016 following completion of the reverse takeover exercise of GEAR, the closing prices of the shares have not exceeded the revised all-cash consideration of S$0.973.

    * With a 77.5% stake, DSS is the majority shareholder of GEAR.

     

  • Singapore-listed Golden Energy & Resources, as a holding company, has a key subsidiary, 64%-owned Stanmore Resources (SMR) which is listed on the Australian Exchange. A$3.4 billion-market cap Stanmore produces coking coal used in steel production.


    Excerpts from Morgans report

    Analyst: Tom SARTOR

    Resilience pays

    •  4Q sales beat our expectations despite 2022 wet weather.

    Stanmore 

    Share price: 
    A$3.73

    Target: 
    A$4.45

    •  End-CY22net debtmateriallybeat ourforecasts, and we forecaststrongde-gearing to a netcash position in 2HCY23.

    •  TheJanuarydelugeimpacting port operations is a short-term risk to CY23 sales/costs although HCC (hard coking coal) prices/ realisationsagainprove to bea strong net offset.

    SMR enjoysM&Aadvantages in the Bowen Basin and we think positioning fofurther acquisitionsin 2023will out-rank dividends in the near term.

    SMR looks too cheapto ustrading on a +25% free cash flow yield and with near 30% capital upsidepotential.


    Stanmore pic

    Events

    4Qproduction,pricing upgrades, QLD wet weatherimpacts.

    Analysis

    Impressive4Q:4Q sales(3.47Mt)were 300kt (~
    10%) above our forecasts despite ongoingwetweather.HighROM/productstocks,additionalminingcapacity/flexibility and opportunistic use of available logistics explained theresilience.

    Strong volume and the lower AUD helped SMR to beat cost guidance atSWCand Poitrel;however,bothtailwinds are now abating.

    Rain impacts:Mackay received
     ~650mmof rain (nearly 2.4x the January averagein the 7 days from Jan-12. While the mines and rail network have fared better, the trade press suggests port operations at DBCT may take up to 3-4 weeks to fully recover (coal dewatering) significantly slowing exports for all users.

    We reduce our CY23 sales forecasts butdo seefurtherpossibledownside.Importantly,lostsales area basin-widephenomenon contributing to significant HCC tightness/ pricing.

    De-gearing ontrack:End CY22 net debt of $182m(cash$433m,debt ex-leases $615m) was $179m better than our forecast.The higher volume at better than forecast realisations(PCI tracking close to PHCC)likelyexplains much of the delta, along with higher tax accruals as the business re-bases toahigher NPAT.

    CY22result preview late February: We expect wider-than-usual CY23 guidance and with some risk to volumes/costs versus market expectations (wet weather
    uncertainty).

    Tom Sartor analyst"SMR looks far too cheapto us offering ~30%upsidepotential to our base case valuation."
    -- Tom Sartor

    We don’t expect a final dividend as we expect SMR to preference de-gearing(senior debt cash sweep due in February, possibly +$300m)andto build fundingcapacity forpotentialM&A.

    M&A focus:Thetrade press reports that BHP’s Dauniaand Blackwater mines may soon come to market. Operating synergies with Daunia are obvious(adjoining leases, shared infrastructure) and we expect SMR tobe a keybidder.

    Peabody appears to be a logical rival forQLDassets (recent appetite, strategic imperative, 
    ~3Mtpa of unused DBCT capacity).

    Forecast and valuation update

    We lower forecast CY23 sales by 4% 
    (to 12.6Mt).We also adjust for:
    1) materially higher CY24-25 PHCC assumptions (+20%);
    2) higher CY23 PCI reali
    sations (to 84% with ongoing upside); and
    3) higher cost assumptions. Price more than offsets 
    short-term weather.

    Our base case valuation/targetadjusts to $4.45ps (from $3.90).

    Investment view
    SMR looks far too cheapto usoffering
     ~30%upsidepotentialto our base case valuation.We’reattractedto:
    1)highercapitalupsidevspeers;
    2)strong cashflow/valuation leverage,
    3) low
    -cost “BHP-like” cost structures at SWC and ED, and
    4) clear M&A advantages/ opportunities in QLD met coal.
     


    Price catalysts

    Potential external M&A.

    Risks

    Production disruption, cost inflation, logistics interruption/ availability.

    Macro-economicweakness.

    Full report here.

 

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