ResGen reckons collective action illegal

RESOURCE Generation Limited claims moves by three of its shareholders – Altius Investment Holdings subsidiary Shinto Torii, Noble Resources International and Public Investment Corporation – to replace the company’s own directors with their own nominees are illegal, and have told the Australian Securities and Investments Commission just that.

Robert Hobson

It has also asked Altius to withdraw a general meeting requisition to avoid jeopardising the future of the Boikarabelo mine development in South Africa, and is considering what other actions are available to it regarding this matter.

The requisition called for the removal of Lulamile Xate, Konji Sebati, Robert Croll, Leepeestswe Molotsane, Denis Gately and Colin Gilligan.

Resource Generation’s said it intended to move its annual general meeting to a later date in November so both the AGM and general meeting requisition could be held on the same day.

The company also claims classified information disclosed during negotiations with financiers on a package for the mine’s construction was breached, as it was divulged on condition that it would only be used in relation to the funding negotiations and no other purpose.

Should the changes occur, it would result in a substantial transfer of value from the company’s shareholders and its BEE partners to its financiers, which has prompted the Swiss firm HAB & JPR Privée to say it reserves the right to cancel the loan facility it will provide to Resource Generation if changes occur.

Both companies have signed a memorandum of understanding for HAB & JPR Privée to provide principal funding of €480 million to develop the company’s Boikarabelo mine in South Africa, one of the country’s largest remaining coal deposits.

Funding from HAB & JPR Privée was materially more favourable than proposals received from Noble Group, PIC and other financiers.

Funding will be done in two tranches, with the first – €175 million – to be provided on or before January 31 2016 and the second – €305 million – in June 2016.

Both tranches will be delivered into an account controlled by Resource Generation and drawn down in nine quarterly instalments.

The term of the funding will be 20 years, with principal interest payments commencing three years after the first draw down and first ranking security over the project and corporate guarantees from all Resource Generation group companies.

“We are pleased, after a protracted process of seeking funding in a difficult market for coal projects, to have achieved in principal agreement for funding to enable all the remaining phases of the coal mine construction and its social labour programs to be completed,” Resource Generation managing director Paul Jury said.

“The cost of HAB & JPR Privée funding is the most attractive of the various sources that we have considered and materially more favourable than the incomplete proposals of the debt club involving Noble Group and Altius.”

HAB & JPR Privée also said its decision to back the construction of the Boikarabelo mine was due to Resource Generation’s reputation as a socially responsible company which is sensitive to community and environmental concerns.

The mine is located in the Waterberg region of South Africa where there are probable reserves of 744.8 million tonnes of coal on 35% of the tenements under Resource Generation’s control, with stage one of the development targeting sealable coal production of 6 million tonnes per annum.