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Whitehaven Coal Limited : Annual Report 2013
172 Whitehaven Coal Limited Annual Report 2013 Notes to the Financial Statements 30 June 2013 Acquisitions in the year ended 30 June 2012 Business acquired Principal Activity Date of acquisition Proportion acquired Cost of acquisition Boardwalk Resources Limited Coal exploration 1 May 2012 100% 495,480 Aston Resources Limited Coal mine development 2 May 2012 100% 2,047,426 Coalworks Limited Coal exploration 20 June 2012 51.1% 162,431 Purchase consideration: In thousands of AUD Boardwalk Resources Limited1 Aston Resources Limited2 Coalworks Limited (restated)2 Shares issued, at fair value 444,885 2,014,508 -- Options issued, at fair value -- 32,918 -- Contingent consideration, at fair value 50,595 -- -- Cash consideration -- -- 59,193 Fair value of previously held equity interest -- -- 29,669 Value of farm-in option forgone -- -- 73,569 495,480 2,047,426 162,431 1 The Group issued 85,885,178 ordinary shares as consideration for the 100% interest in Boardwalk Resources Limited. The fair value of these shares is the published price of the shares of the Group at the date of acquisition, which was $5.18 each. In addition, the Group issued, as contingent consideration, 34,020,000 ordinary shares which were subject to the terms of a restriction deed. The restriction deed removes their entitlements to vote, receive dividends as declared or participate in the proceeds from the sale of all surplus assets until such time as certain milestones are met. The restrictions will cease to apply upon the occurrence of certain trigger events including the grant of mining leases and environmental approvals at the Boardwalk projects. At the acquisition date the fair value of the contingent consideration was deemed to be $50,595,000, which was based on an assessment of the probability and timing of achieving the milestones required to release the restrictions over the contingent consideration. 2 The Group issued 388,901,169 ordinary shares as consideration for the 100% interest in Aston Resources Limited. The fair value of these shares is the published price of the shares of the Group at the date of acquisition, which was $5.18 each. In addition, the Group issued 16,872,910 fully vested options in consideration for options held in Aston Resources Limited. At the acquisition date the fair value of the options was deemed to be $32,918,000 (refer to note 32 for details of assumptions used in determining the fair value of options issued during the year). 3 The Group agreed to pay $1 per share under the terms of the o er made by the Group to Coalworks Limited shareholders. On 20 June 2012 the Group had received a number of acceptances such that, combined with the Group's existing equity interest in Coalworks, the Group's total ownership interest in Coalworks amounted to 51.1%. This consideration was payable on 6 July 2012 under the terms of the o er made to Coalworks shareholders. 38. BUSINESS COMBINATIONS AND ACQUISITIONS OF NON CONTROLLING INTERESTS CONTINUED
Annual Report 2012