|Having now digested the whole deal and now all resolutions past this would still seem an excellent deal and it just doesn't appear to be represented in the share price Any ideas? 2.3 - 2.5 would seem about the right mark?|
Summit Resources Plc Atlantic Coal Plc
Summary Report 05/11/2007
Summit Resources Plc ("Summit") was incorporated on 17/12/2004 as a Public Limited Company, with its operations based in London. It was established for the purposes of making investments and/or acquisitions in the mining and minerals sector.
Summit was subsequently listed on AIM on 08/06/2006 as an investment company at 2.25p per share, with a net total amount of £3,438,430 having been raised at admission. Ruegg & Co. Limited acted as the nominated adviser and Hichens, Harrison & Co. Plc as broker to the Company.
The board of Summit announced on the 12/09/2006 that on 08/09/2006 Summit had entered into an agreement to provide Coal Contractors Inc. with a Bridging Finance Facility of £400,000. The facility was provided to enable Coal Contractors Inc. to pay the final consideration due for an anthracite washing plant, used to remove clay and soil materials and contaminants such as wood and plastic, at their Stockton Colliery, Pennsylvania USA. The terms of the agreement stipulated the principal amount of £400,000 plus a redemption fee of £15,000 be payable to Summit on 31/12/2006 by Coal Contractors Inc. Furthermore, under an agreement dated 08/08/2006 Hichens, Harrison Ventures Limited guaranteed the principal amount of the Bridging Finance Facility on commercial terms.
Further to this original Bridging Finance Facility, Summit announced a second loan agreement on 10/10/2006 which was entered into on 04/10/2006 to provide Coal Contractors Inc. with a sum of £750,000 for the purpose of financing civil engineering works, to be carried out to install an anthracite washing plant at the same site. This Facility was provided interest free and was repayable on 01/03/2007, having been secured against certain personal assets (investment portfolio) of a board member of Coal Contractors Inc.
On 14/12/2006 in accordance with the FSA's Disclosure & Transparency Rules, Summit advised that its issued share capital comprised of 267,868,264 ordinary shares of 0.07p each, all shares having identical voting rights.
Summit later extended both the existing Bridging Finance Facilities to Coal Contractors Inc. until 31/07/2007 at the earliest and becoming repayable 20 days thereafter a notice being served, with the security of the second facility being held against the assets of Coal Contractors Plc.
In line with its investment strategy, Summit subsequently identified the Stockton Coal Group as a potential target for an acquisition.
Summit announced to the market that it had entered into an agreement on 17/10/2007 to acquire the Stockton Coal Group (the "Acquisition Agreement"). The transaction constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies. The "Acquisition Agreement" is conditional, amongst other things, on the approval of certain resolutions by shareholders at an Extraordinary General Meeting, which is to be held on 13/11/2007. Subsequent to shareholders approval, the Company will be readmitted to AIM as Atlantic Coal Plc.
The Stockton Coal Group (SCG) comprises of a group of US companies and partnerships namely Coal Contractors Inc., Stockton Anthracite L.P. and Stockton Anthracite L.L.C. The business of SCG consists of the ownership and operation of the Stockton Colliery which comprises of the 100% ownership of the open-cast Stockton Mine, an established union free anthracite surface mine which encompasses about 900 acres of land in the Hazle Creek Valley, Pennsylvania USA and an anthracite preparation plant which currently produces a variety of sizes of clean coal for sale. Due to its high carbon quality and the specialised markets it serves, Pennsylvania anthracite is considered a 'niche industry' within the US coal sector. There are 7 sizes of measurable anthracite Atlantic Coal Plc would be looking to produce:
23% Steel (Carbon Content)
22% Carbon Filtering
15-17% Domestic Fuel
10% Titanium (Carbon Content)
7-8% Power Stations
BBQ Fuel and Other
Most of the original surface area of the Stockton Mine is overlain by previous surface mine spoil material, with the seams below not having been worked due to current US domestic mining techniques being relatively inefficient compared to that of the UK. Atlantic Coal Plc will benefit from Stephen Best, Managing Director of SCG, and his 25 years worth of expertise and experience in the British coal mining industry. Best will enter into a service agreement with Summit by which he will become Managing Director of the newly formed entity. The current Stockton Mine operations are being conducted under a valid mining permit issued by the Pennsylvania Department of Environmental Protection. SCG also holds additional permits on three other sites, which are reportedly depleted of economically recoverable coal, and SCG is in the process of fulfilling reclamation obligations in respect of these.
The Stockton Mine operation was temporarily idled in December, 2005 pending the construction and commissioning of the anthracite preparation plant which was designed to produce various sizes of clean coal products for sale, which the current management believed would be highly advantageous for the business.
Resumption of mining operations was commenced in November 2006 with the start-up of the new anthracite preparation plant in February 2007. The preparation "washing" plant is a 150-200 tons per hour Parnaby coal preparation plant located adjacent to the open-pit anthracite mine. Sales of a variety of washed anthracite products began in February 2007. The preparation plant can process approximately 300,000 ROM (Run of Mine: rock received from a mine before processing) tons of anthracite coal annually from the Stockton Mine into various product sizes for sale to both retail and industrial consumers. The plant is projected to recover approximately 50% of the material processed, thus yielding approximately 150,000 tons of clean coal per year, which is currently saleable locally at an average price of circa $120 per ton , however, current market prices place anthracite at circa $180 per ton, producing an upper boundary turnover of $2m p/m and $24m p/a.
The Competent Person, J T Boyd Company, estimates that there is over 10 years of mine life from existing reserves at an average production rate of 400,000 ROM tons per annum, however, communications from Toby Howell, Non-Executive Officer at Summit, and Steve Best indicate this estimation can be increased to 12 years with an additional prediction of a further 10 years of mining by expanding the site. The Stockton Mine has previously achieved annual revenues of over $11 million per year and an annual output of over 450,000 ROM tons of coal. Based on historic production levels, the mine is capable of and is projected to produce approximately 450,000 ROM tons of coal per year. It is anticipated that of the 450,000 ROM tons produced, 300,000 tons will be processed by the new preparation plant to yield approximately 150,000 tons of clean anthracite product and the remaining 150,000 tons of ROM output will be sold under existing ROM sales commitments.
Based on the current mining projections the pre tax net present value of the free cash flow from SCG's operations has been valued at $33,974,000 using a discount rate of 10 % and at $44,153,000 using a discount rate of 5 per cent. SCG had audited net liabilities of ($3,260,755) on 31/08/2006 and unaudited net liabilities of ($5,152,909) on 28/02/2007.
Under the terms of the "Acquisition Agreement" the Summit Resources Plc agreed to pay the consideration by the allotment and issue on Completion of 400,000,000 new ordinary shares of 0.07p ('the Consideration Shares') and 36,208,000 new ordinary shares ('the Loan Conversion Shares') by the company to the vendors, credited as paid up at 2.5p per New Ordinary Share ('the Consideration Share Price'). Pursuant to the Acquisition the company will issue in aggregate 494,131,736 new ordinary shares ('the New Ordinary Shares') to the owners of SCG, and to certain creditors of SCG and to certain professional advisers of the company. The New Ordinary Shares will comprise the Consideration Shares, the Loan Conversion Shares, 42,857,136 new ordinary shares ('the Debenture Conversion Shares'), 5,000,000 new ordinary shares ('the Broker Shares') and 10,066,600 new ordinary shares ('the Introductory Shares').
At the Consideration Share Price the value of the Consideration Shares will be £10 million, and the value of all the New Ordinary Shares will be approximately £12.35 million.
Immediately following completion of the acquisition ('Completion') and admission of the existing ordinary shares and the New Ordinary Shares ('Admission') the Enlarged Group's market capitalisation (at the Consideration Share Price) will be £19.05 million. The New Ordinary Shares will represent 64.85 per cent of the Enlarged Share Capital and will, when issued, rank fairly in all respects with the other ordinary shares then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission.
In the 12 months to 31/08/2006, SCG reported an audited net loss of $6,290,788. In the six months to 28/02/2007 SCG reported an unaudited net loss of $1,892,154. The primary focus of SCG during this period was to construct the anthracite preparation plant and reactivate mining operations that had been idled in December, 2005. The preparation plant began test operations in December 2006 continuing into January 2007. Production of clean coal suitable for retail and industrial markets increased in February 2007 as operational adjustments to the preparation plant were being completed. ROM coal, extracted from the basin cut of the Stockton Mine, was delivered to the preparation plant for processing during this period.
Following these announcements Summit Resources Plc received further details on 29/10/2007 that Credit Suisse Securities (Europe) Ltd had a disclosable interest in the company of 8,571,428 ordinary shares at 0.007p each, a holding of 3.19% on the 24/10/2007.|
|To be fair chaps I havn't heard good things about cornhill, I added a few here in the last couple of weeks ahead of the acquisition of the new business & share issue at 2.5p.
|I had a very positive phone call from cornhill yesterday regarding the above comments. Also suggesting an anouncement to come in January which will affect the share price for the better.|
|james 2 - fyi - cornhill are suggesting that once the deal goes ahead (which apparently it will) this thing will be throwing off approx 4m dollars of free cash each year, of which a majority will be distributed to share holders.|
|150 left to go been a tad busy...|
|credit suisse announced a 3.2% holding, can't see they held before hand ?
Anyone read the admission document & can provide a summary, 252 pages is a tad onerous for me at the moment.|
|£1.8m in cash as well, as well as above there are some historical options at 2p.|
|EGM for the acquisiton is 13th November, admission date for the enlarged capital 19th.
Options look to be set at 3.5p, 5.5 & 7.5p|
|i have found this one quite confusing - has the RTO gone through already?
i agree that usually cash shells are suspended before re-emerging as a new entity|
|Looks like it could be if they reach the share price the new shares are to be issued at - arn't shares normally suspended while a RTO goes through ? Or have I totally misread the rto announcement|
|is it a buying opportunity?|
|If they are issuing £10m of shares at 2.5p then why is the share price still only 1.5p, any thoughts ?|
|Reason for the fall is there has been a forced seller. There is no bad news, news is due soon as to reverse takover. Info from Cornhill|
|It is very hard to understand why the price has not started to move up. This really looks an excellent deal and the share price should be starting to reflect this at over 2p. Once trading in the spring and the first results coming through later in the year a price over 3.5p is not unrealistic based on the forecasts.|
|I agree they don't look suspended to me!|
|Are you sure the shares suspended? You can trade them via Selftrade right now.|
|at what price would you say?|
|Shares are suspended until deal approved - that might take a number of weeks. They will then re list under their new name if all goes well......|
|Looks a good deal - why no impact on share price?|
|any news on this company nice volume|
|The telephone number on their website is discontinued and when I rang the number above I found one girl in an office answering for a number of Companies.
Does this Company really trade?|
|Not the same Summit methinks.|
|Summit Resources Areva contests Paladin Resources merger offer for Summit - report
PARIS (Thomson Financial) - Areva has filed a complaint against Paladin
Resources with the Australian mergers and acquisitions authority, the Takeovers
Panel, accusing the Australian mining company of withdrawing its support for
Areva's strategic alliance with Summit Resources, French daily Les Echos
reported without citing sources.
According to the paper, the French state-owned nuclear group is demanding
that Summit shareholders be allowed to decide on the deal at a general meeting,
and that Paladin be forced to support the offer.
Under the strategic alliance plan, Areva was to take an 18 pct stake in
Summit and market two thirds of its potential uranium production, with the
Australian group retaining the right to market the remainder.
However, Summit last week cancelled the deal with Areva after its directors
recommended a friendly merger deal from Paladin which is offering one Paladin
share for every 1.67 Summit shares, valuing the company at 6.22 aud per share or
1.228 bln aud.