SINGAPORE - Singapore-listed Golden Energy and Resources (GEAR) is leading deals worth up to A$249 million (S$250 million) to acquire Australia-listed Stanmore Coal.
GEAR is acquiring a 19.9 per cent stake in coking coal-focused Stanmore for A$47.6 million in cash, with plans to eventually transfer that interest to a 51 per cent joint venture that is offering up to A$201 million for all the remaining shares of Stanmore.
The offer by joint venture Golden Investments (Australia), which GEAR has set up with Ascend Global Investment Fund, is pegged at A$0.95 per Stanmore share. After the offer closes, Golden Investments will acquire GEAR's 19.9 per cent Stanmore stake for a number of Golden Investments shares equal to the cash amount that GEAR paid for the Stanmore shares. GEAR is acquiring the Stanmore shares from Greatgroup Investments, Stanmore's largest shareholder.
The volume weighted average price (VWAP) of Stanmore Coal's shares for all trades done on 16 Nov - the last full day of trading before the announcement - was approximately A$0.8597 per share.
Explaining the acquisition, coal producer GEAR said: "By acquiring an interest in Stanmore Coal, a primarily coking coal focused company, GEAR hopes to enhance its overall asset portfolio in the current commodity price environment by diversifying and expanding its coal product suite and geographical presence."
GEAR and Ascend Global have agreed to fund Golden Investments' bid by subscribing for additional Golden Investments shares. GEAR has agreed to subscribe for shares totalling up to A$79.25 million, while Ascend Global will subscribe for up to A$121.88 million of shares only if Golden Investments is able to obtain control of at least 51 per cent of Stanmore.
Based on Stanmore Coal's FY18 results, the net asset value (NAV) and net tangible assets (NTA) of the sale shares translating to the 19.9 per cent stake are about A$14.56 million and approximately A$13.81 million respectively, as at June 30. Meanwhile, the NAV and the NTA of the shares under the offer (attributable to GEAR's 31.9 per cent stake in Golden Investments before the transfer of the sale shares) are approximately A$23.31 million and A$22.11 million respectively as at June 30.
Based on Stamford Coal's financial year 2018 results, the net profit before income tax, minority interests and extraordinary items attributable to the sale shares is A$2 million; while the same profit for the shares under the offer is approximately A$3.20 million.
Golden Investments' shareholders will fund their respective subscriptions in Golden Investments through a combination of existing cash reserves, GEAR's finance facility of up to A$150 million and via Ascend Global's undrawn capital commitments of US$100 million from investors.