Mining │ AUSTRALIA November 20, 2013 Cockatoo Coal COK AU / COK.AX Market Cap Avg Daily Turnover Free Float Current A$0.052 Target A$0.070 US$43.40m US$0.21m 35.0% Prev. Target A$46.09m A$0.23m 4,470 m shares Up/Downside Speculative Buy / Take up SPP N/A 35% Conv iction| | A tactical coal opportunity Cockatoo’s recapitalisation relieves balance sheet stress and provides growth funds at a time when the industry is under-investing. Our Speculative Buy rating suits counter-cyclical investors seeking strong leverage to a recovery in met coal markets. Tom SARTOR T (61) 7 3334 4503 E [email protected] Share price info Share price perf. (%) 1M 3M 12M Relative -12.5 -42.8 -82.7 Absolute -11.9 -38.1 -60 Major shareholders % held SK Australia Noble Group Harun Energy 23.7 23.7 10.9 Emerging met coal Fundamental upside Cockatoo Coal (COK) owns an 80% interest in the Baralaba North LV PCI project in the south-east Bowen Basin. COK will imminently commence pre-stripping and early works for a 3.5Mtpa brownfields open pit producing high quality LV PCI over an anticipated life of +20 years. Using COK’s development targets, we generate a risked valuation for COK of 7.0cps. This offers solid +50% upside from the SPP entry price of 4.5cps. As COK unwinds approvals and development risks over the next 18 months, the removal of our 75% risk weighting generates an unrisked valuation of 10.0cps. We also detail input sensitivities, and COK’s strong upside leverage to higher coal prices. Debt issues resolved Investors will appreciate that COK’s recent history, its recapitalisation via the integration of Noble & SK Networks, and including the takeover of Blackwood Corp is complex. That said, COK’s short term debt issues – which held the stock back for some time – are now resolved. This offers investors the chance to again consider the strong upside opportunity at Baralaba North without the debt overhang. COK is now well funded to commence immediate development of the BN expansion at a time when its developer peers are struggling for capital. Vol m Price Close 113 0.10 75 0.05 38 0.00 25 20 15 10 5 0 Feb-13 May-13 Several tactical considerations support our Speculative Buy. These include; 1) removal of the debt overhang; 2) the vested interests of new equity and debt investors; 3) a refreshed register at 4.5cps; and 4) leverage to the option of seasonal coal price strength. Longer term, successfully developing high quality LV PCI production capacity through the “trough” point in the price cycle – while the rest of the industry is deferring growth – would ideally position COK in the event this under-investment manifests itself in future coal market tightening. Comparable coal developers – Diluted market caps (A$m) Relative to S&P/ASX 200 (RHS) 0.15 Nov-12 SPP Tactical considerations Aug-13 Source: Bloomberg SOURCE: MORGANS, IREESS, NB> Denotes COK post recapitalization IMPORTANT DISCLOSURES, INCLUDING ANY REQUIRED RESEARCH CERTIFICATIONS, ARE PROVIDED AT THE END OF THIS REPORT. EFACustomEntityStatement Designed by Eight, Powered by EFA Cockatoo Coal November 20, 2013 Company snapshot Cockatoo Coal (COK) is currently a small scale coal producer from the Baralaba Central mine in the south-east Bowen Basin. Following its October-13 recapitalisation, COK is now substantially funded toward developing the Baralaba North expansion project, in which it holds an 80% interest. Project Resources of 154Mt are envisaged to support 3.5Mtpa of LV PCI production for a targeted +20 years. Up front project capital of A$311m to first production is very attractive versus capital intensities across comparable projects. Existing COK shareholders now have the option to subscribe to an in-the-money SPP at 4.5cps (up to a A$15k maximum) with COK having traded comfortably above this level since the recapitalisation was announced. Taking up the SPP looks like a solid tactical trade, with an option over possible seasonal strength in met coal pricing, and in COK meeting its development targets. Company drivers Industry drivers COK’s balance sheet issues were an overwhelming market concern, but have been alleviated by the Oct-13 recapitalisation COK’s earnings are leveraged to coal pricing and AUD fluctuations. Physical market dynamics also significantly drive equity risk appetite Quarterly cash flow generation from Baralaba Central is a critical component of the BN funding mix We expect met coal (and LV PCI) pricing to remain at slight premiums to the marginal industry cost, underpinned by steady demand and constraints on high quality supply Timely receipt of regulatory approvals for the upgraded 3.5Mtpa Mining Lease (from 1Mtpa) – anticipated late 2014 Timely development progress toward on-schedule production (due mid 2014) ensuring that committed infrastructure liabilities will be met In COK’s case, the obligation to meet Wiggins Island infrastructure liabilities is a key driver of the development timeframe, in addition to the approvals process Regulatory hurdles and cost barriers in Australia remain high, potentially beyond the reach of all but the highest quality projects Further funding initiatives including non-core asset sales, equipment leasing and possible mezzanine debt SWOT analysis Strengths Opportunities Baralaba North is a well understood brownfields project mining a high quality LV PCI. COK has direct operating experience in the same geology. The re-cap provides substantial equity and debt funds. Developing through the “trough” of the coal price cycle would ideally position COK in the event of that industry under-investment again manifested itself in tighter coal markets. Weaknesses Threats The strategics on COK’s register and committed coal marketing rights may be perceived as limiting COK’s M&A appeal near term Poor cash flow conversion from Baralaba Central, regulatory delays or development delays would again heighten COK’s funding and balance sheet risks, particularly given the intended debt mix. Chart 1: Pure coal – Diluted market caps (A$m) Chart 2: HCC Pricing vs comparable developers 140 500 120 400 100 300 80 60 200 40 100 20 0 Nov-11 MBC CLR SMR AKM CQC GUF NCR CKA EOC* TIG BND CPL BRL CWK* RCI* ATU COK NEC* HUN* CCD* 0 Feb-12 Met Coal SOURCES: Morgans, NB: * Denotes corporate activity May-12 Aug-12 TIG Nov-12 GUF Feb-13 CKA May-13 Aug-13 BRL Nov-13 COK SOURCES: Morgans, NB: * Denotes corporate activity SOURCE: MORGANS, COMPANY REPORTS 2 Cockatoo Coal November 20, 2013 We have not described COK’s corporate history or project details in this report. We have taken the materials presented via the October re-capitalisation as read. For detailed background information please refer to www.cockatoocoal.com.au. Our analysis is presented herein. The state of play for COK shareholders Existing COK shareholders currently have the opportunity to subscribe for up to an additional A$15k in COK shares at 4.5cps, equal to the price paid by subscribers to the October placement. Our (base case) risked valuation for COK is 7.0 cents per share. This applies a 75% risk weighting to the BN expansion to reflect timing (approvals), development and commissioning risks. Below we further detail our recommendation for investors to take up their entitlement in the SPP. Table 1: Key dates for COK shareholders SPP Key dates* SPP Record date Wednesday 16 October 2013 Opening date for applications Friday 1 November 2013 Closing date for applications Friday 20 December 2013 Issue of new shares Friday 27 December 2013 Quotation of New Shares on ASX Monday 30 December 2013 Equity raising key dates Date and time of the General Shareholder Meeting Thursday 12 December 2013 Equity raising shares commence trading Monday 18 December 2013 SOURCE: COK, NB: Dates are subject to change Cockatoo Coal: Speculative Buy recommendation / Take up SPP COK’s recent history, its recapitalisation via the integration of Noble & SK Networks, and the inclusion of the Blackwood takeover is complex. We detail fundamental valuation scenarios from Page 6. We also note several tactical considerations – complimenting the fundamentals – support our Speculative Buy. COK suits investors with a high risk tolerance. 1. Re-financing risk (distress) has been extinguished Tactical considerations – For the bulk of 2012-13, COK was discounted for risks attached to the refinancing of US$95m complimenting the fundamentals – in debt owing to SK Networks. In mid-October, COK successfully raised A$153m in equity support our Speculative Buy issued to investors including SK Networks, Noble and Harun Energy. The proceeds will be used to retire the SK debt and fund growth. COK concurrently announced a merger with coal explorer Blackwood Corporation (BWD). The refinancing will deliver COK a pro-forma cash position post recapitalisation of A$74m. We think that COK can now start to regain broader investor attention for the simple fact that COK’s debt overhang has now been resolved. 2. New partners have vested interests in supporting COK Noble Group / SK Networks / Marketing rights : COK’s re-capitalisation was led by Hong Kong commodity trading group Noble, and existing creditor SK Networks. Noble and SK’s equity contributions (A$43.3m + A$50m) were priced at a 0.5cps (or 11%) premium above that paid by new equity via the placement and SPP (4.5cps). This is a meaningful endorsement of these investors’ belief in COK’s development opportunity at BN. For this cornerstone equity, both groups will own ~24% of COK and have been granted marketing rights for coal sales, generating fees of ~2.5% on sales revenues. Obviously for these rights to be worth anything, COK must be supported into production at BN. Should COK meet its development targets within provided cost guidance, we value these rights at a combined ~A$80m (pre-expenses). This is the prerogative of traders Noble and SK above the value of their COK equity. 3 Cockatoo Coal November 20, 2013 ANZ Bank / Project debt: COK is well funded toward BN commissioning thanks to an additional A$255m available to the BN JV via an ANZ Senior Secured Project Finance Package. We are strongly encouraged that ANZ took enough confidence in BN’s prospectivity to support a facility of this size, especially given COK’s recent history. This is a solid endorsement for the project. For its support, ANZ and its sub-underwriters will receive A$21m in notional fees and interest through the BN ramp-up. We also make an important inference that ANZ has a vested interest in seeing COK’s production from BN successfully fill its committed infrastructure take-or-pay allocations (liabilities) through Stage 1 of the Wiggins Island coal terminal. ANZ was the lead arranger of Project Finance for WICET, with sub-underwriters now re-evaluating the projected returns on WICET debt given that forecast utilisation of Wiggins Island on its ramp-up from 2015 is looking shaky at ~50%. 3. New equity at 4.5cps are motivated holders / unlikely sellers The vast majority (~80%) of COK’s expanded register will be owned by strategic entities (Noble, SK, Harun), new equity which entered at 4.5cps or management. We think that all of these groups have a strong understanding of the risk-reward opportunity on offer from the 4.5-5.0cps level and are hence less likely sellers at this level. We infer that shareholders most at risk of selling post the recapitalisation are the existing, non-strategic institutional and retail COK shareholders. However, we would argue that the prelude to COK’s eventual recapitalisation evolved over many months, and that most of risk averse shareholders are likely to have dispersed from the register during this period. Similarly, these shareholders have an opportunity to enter the register at 4.5cps via the SPP, which we think will prove to be a solid pricing floor for the stock. Chart 3: COK register post re-capitalisation Chart 4: COK register post re-capitalisation Existing COK Holders, 16% Existing COK Holders, 19.9% Management , 2% SK Australia, 24% BWD Holders, 4% New Equity @ 4.5cps, 20% New Equity + BWD Holders, 80.1% Noble, 24% Harun, 11% SOURCE: COK, Morgans 4. SOURCE: COK, Morgans COK offers strong leverage to seasonal met coal strength COK is unique in that it remains the only pure ASX listed producer of high quality LV PCI coal. Earnings from Baralaba Central form a critical component of the funding mix required for the BN expansion. High quality met coal supply ex-Australia is at most risk of disruption during the Australian summer due to weather (cyclones, floods). This has the potential to spike LV PCI pricing, which we think would remind investors of the concentrated nature of supply and help to improve sector sentiment. Such spikes last occurred in 2008 and 2010. 4 Cockatoo Coal November 20, 2013 We therefore see a solid opportunity for COK’s near term earnings to leverage the option of seasonal strength in met coal pricing over the coming 2-3 months. Junior met coal developers appear to be bouncing along a prolonged market bottom Chart 5: Comparable met coal developers vs Index HCC pricing – 2 years 140 120 100 80 60 40 20 0 Nov-11 Feb-12 May-12 Met Coal Aug-12 Nov-12 Feb-13 May-13 Aug-13 TIG GUF CKA BRL COK Nov-13 SOURCES: IRESS, Morgans 5. A strategic asset, that should garner longer term attention Longer term, once the BN project is de-risked, we see good potential for 3.5Mtpa of high quality LV PCI to appealing to entities that have been consolidating control of similar Australian supply. Possible acquirers might include miners Peabody and Glencore-Xstrata. Any M&A appeal, compared to than none currently, should be supportive for COK over time but will depend on the coal price cycle. 5 Cockatoo Coal November 20, 2013 Fundamental (DCF) valuation – Establishing a base case Our (base case) risked valuation for COK is 7.0 cents per share. This applies a 75% risk weighting to the BN expansion to reflect timing (approvals), development and commissioning risks. Over the coming 2 years, COK will progressively de-risk BN via early works, construction and commissioning toward first coal production into the anticipated ramp-up of the Wiggins Island take-or-pay obligations from mid-2015. Our (base case) Unrisked valuation for COK is 10.0 cents per share, which we believe would be a fair valuation at the time of the scheduled ramp-up in mid-2015, when the project has been de-risked. Table 2: Valuation summary 100% Project COK (80%) COK (80%) COK (80%) COK (80%) Unrisked Unrisked Unrisked Risked Risked A$m Notes A$m A$ps A$m A$ps 468.5 0.10 351.3 0.08 75% Risked, 20 Yrs life, Assumes all COK assumptions are met 0.0 0.00 0.0 0.00 Free cash included in the BN funding equation Other COK Assets 40.0 0.01 40.0 0.01 Nominal asset value only Other BWD Assets 10.0 0.00 10.0 0.00 Nominal asset value only 518.5 0.12 401.3 0.09 Baralaba North Expansion 585.6 Baralaba Central Total operations Net cash / debt 585.6 0.0 0.00 0.0 0.00 Corporate Costs -88.3 -0.02 -88.3 -0.02 Total valuation 430.2 0.10 313.1 0.070 SPP Price 0.045 0.045 Upside 114% 56% Project cashflows & NPV include 50% Project gearing SOURCES: Morgans forecasts Our base case valuation assumes: ■ that all of COK’s development schedules, budgets and forecast project physicals are met as per the October 2013 Recapitalisation materials ■ total project capex of A$311m in line with COK’s forecasts ■ long term LV PCI pricing of US$135/t which is close to current consensus estimates ■ long term AUD:USD conversion pricing of 0.85 ■ a 20 year project life, as per COK’s anticipation of upside to the current Reserve base ■ 50% Project gearing, included within project cashflows and NPV ■ a WACC of 10% Hence we identify 56% upside to our risked valuation from the SPP price of 4.5cps, and an eventual 122% upside to our unrisked valuation of 0.10cps upon successful ramp-up from 2015. 6 Cockatoo Coal November 20, 2013 Table 3: RBSM Base case modelling assumptions 2014 2015 2016 2017 2018 2019 2020 Physicals (100% Basis) ROM Tonnes (Mt) Total yield (%) Met coal split 0 0.9 3.7 3.9 3.9 3.9 3.9 90% 90% 90% 90% 90% 90% 90% 100% 100% 100% 100% 100% 100% 100% LV PCI Coal (Mt) 0.0 0.8 3.3 3.5 3.5 3.5 3.5 Export thermal Coal (Mt) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total sales (Mt) 0.0 0.8 3.3 3.5 3.5 3.5 3.5 Pricing AUD / USD Exchange 0.94 0.92 0.88 0.86 0.85 0.85 0.85 115.62 125 135 135 135 135 135 87.50 92 96 100 100 100 100 FOB Costs (A$/t) – ex-Royalties 96.13 97.02 97.57 98.07 98.53 98.98 FOB Costs (A$/t) – inc-Royalties 107.30 110.09 111.03 111.73 112.19 112.64 Revenue (A$m) 88 409 441 446 446 446 Cost of sales (A$m) 70 293 312 314 315 316 EBITDA (A$m) 19 115 129 132 131 130 Semi-soft pricing (US$/t) Export thermal pricing (US$/t) Financials (COK Attrib.) SOURCES: Morgans forecasts Detailed sensitivity anlaysis Fundamental valuations are subject to wide variability depending on the input assumptions applied. We believe that the sensitivities of these valuations, or the degree to which they “flex” in upside and downside scenarios are just as important as the valuations themselves. This tests the robustness (or not) of underlying cashflows and valuations. Sensitivities to 10% variations in inputs Our analysis shows a moderate degree of variability in COK’s valuation, driven by 10% changes to key inputs. This is reasonable when the base case operating margin is A$30-40t, and places high importance on efficient project execution. We estimate BN to operate with a fixed cost base in the 60% range. Hence our analysis shows that achieved ROM production is the largest swing factor in COK’s valuation. Chart 6: NPV Sensitivity to 10% variations in inputs 100% 80% 60% 40% 72% 61% 68% 51% 20% 0% -20% -13% -40% -60% -80% -51% -61% -72% -68% -100% Minus 10% Plus 10% ROM Tonnes LV PCI Prices FOB Costs PCI Split AUD : USD SOURCE: Morgans forecasts 7 Cockatoo Coal November 20, 2013 Sensitivities to coal price scenarios We examine three coal price scenarios; Base case – A 3 year “recovery” up to a long term incentive price of US$135/t Bear case – A “grind” along the current bottom up to the US$120/t level Bull case – A rapid “rebound” to the US$145/t level; and These show upside and downside leverage to various coal price scenarios in the order of +/-30-40% Chart 7: Actual vs forecast coal price scenarios Chart 8: NPV Sensitivity to price scenarios 190 0.14 170 0.12 150 0.10 130 0.08 110 0.13 0.10 0.07 0.06 0.04 90 0.04 70 0.09 0.03 0.02 Base case Bear case FY20 FY19 FY18 FY17 FY16 FY15 FY14 FY13 FY12 FY11 FY10 FY09 FY08 FY07 FY06 FY05 50 0.00 Bear case Bull case Actuals Base case Risked (Development) Chart 9: Forecast NPAT Sensitivity to price scenarios Bull case Unrisked (Production) Chart 10: Accumulated cashflow sensitivity to prices scenarios 100 800 80 600 60 400 40 Bear case prices Bull case prices Base case prices Base case prices FY24 FY23 FY22 FY21 FY20 FY19 FY18 FY17 FY16 FY15 -400 FY23 FY22 FY21 FY20 FY19 FY18 -40 FY17 -200 FY16 -20 FY15 0 FY14 0 FY14 200 20 Bear case prices Bull case prices SOURCE: Morgans forecasts 8 SOURCE: Morgans forecasts Cockatoo Coal November 20, 2013 Sensitivities to project delays The most threatening scenarios to our base case valuation are potential delays to the project caused by the approvals process, development or disruption. The leverage is such that the project funding balance would be affected, potentially exposing COK to additional funding requirements (equity or debt re-financing) which equity markets would be highly averse to. Timing is critical because COK’s liabilities attached to its take-or-pay (rail & port) allocations for exports through Gladstone ramp-up from mid-2015. At full production, these liabilities total in the order of A$40m. We consider COK’s funding equation though to production to be finely balanced, and reliant on; 1) strong cashflows as forecast from Baralaba Central mine; 2) timely access to mezzanine finance; and 3) potential non-core assets sales. Funding is the equation that fundamental investors will be watching the closest. Chart 11: COK’s sources and uses of funds through to 30 June 2016 SOURCE: COK 9 Cockatoo Coal November 20, 2013 Key risks The current market is focussed on cashflows and averse to companies either deploying, or in need of funding. It follows that COK’s funding balance is the equation that fundamental investors will be watching the closest. COK suits investors with a high risk tolerance. Table 4: Material risks Geology BN hosts the same coal sequence as BC and hence COK has a solid understanding of what to expect in terms of mining conditions and product yield. Reserves BN currently hosts Reserves sufficient to support ~10 years of production. COK will need to deploy funds into drilling to convert existing Resources currently outside of Reserves in order to meet its targeted +20 years of production Coal quality Actual coal qualities produced during the life of the mine may vary from those based on current resource drilling to date Disruption Inundation by the nearby Dawson river is a material risk given the events of 2010. COK has designed its flood mitigation bunding at a 1/1000 year event level of probability to manage a repeat incident. Regulatory Approvals BN has already been issued a 1Mtpa ML. COK is well advanced toward upgrading the environmental approval at BN to 3.5Mtpa (from 1Mtpa). Anticipated receipt of the upgrade is late 2014. Take-or-pay risks Linked to infrastructure liabilities which ramp-up with Wiggins Island from mid-2015 Funding As highlighted above and in Chart 11, the fundng balance needs to be closely monitored. Cost pressures Capital and operating cost escalation in the order of 10-15% p.a. has hampered project returns in recent years, but cost pressures are easing quickly at present. Commissioning Mitigated by COK’s existing operatorship and understanding of the characteristics of the adjacent Baralaba Central operation Disruption Inundation by the nearby Dawson river is a material risk given the events of 2010. COK has designed its flood mitigation bunding at a 1/1000 year event level of probability to manage a repeat incident. Baralaba North will become COK’s sole potential revenue source Single project risk SOURCES: MBC Prospectus Upcoming catalysts Key catalysts in the coming 12 months are highlighted in COK’s development schedule below BN expansion production will Figure 1: COK’s development targets supplement the gradual decline in production from the Baralaba Mine in H2 2014 SOURCES: COK Recapitalisation presentation 10 Cockatoo Coal November 20, 2013 QUEENSLAND BRISBANE BUNDABERG CAIRNS CALOUNDRA CHERMSIDE EDWARD STREET EMERALD GLADSTONE GOLD COAST IPSWICH/SPRINGFIELD MACKAY MILTON MT GRAVATT/CAPALABA NOOSA REDCLIFFE ROCKHAMPTON SPRING HILL SUNSHINE COAST TOOWOOMBA TOWNSVILLE YEPPOON (07) 3334 4888 (07) 4153 1050 (07) 4222 0555 (07) 5491 5422 (07) 3350 9000 (07) 3121 5677 (07) 4988 2777 (07) 4972 8000 (07) 5581 5777 (07) 3202 3995 (07) 4957 3033 (07) 3114 8600 (07) 3245 5466 (07) 5449 9511 (07) 3897 3999 (07) 4922 5855 (07) 3833 9333 (07) 5479 2757 (07) 4639 1277 (07) 4725 5787 (07) 4939 3021 NEW SOUTH WALES SYDNEY ARMIDALE BALLINA BALMAIN CHATSWOOD COFFS HARBOUR GOSFORD HURSTVILLE MERIMBULA NEUTRAL BAY NEWCASTLE NEWPORT ORANGE (02) 8215 5055 (02) 6770 3300 (02) 6686 4144 (02) 8755 3333 (02) 8116 1700 (02) 6651 5700 (02) 4325 0884 (02) 9570 5755 (02) 6495 2869 (02) 8969 7500 (02) 4926 4044 (02) 9998 4200 (02) 6361 9166 PORT MACQUARIE SCONE SYDNEY – LEVEL 9 SYDNEY – LEVEL 33 SYDNEY – MACQUARIE STREET SYDNEY – MACQUARIE STREET (Parramatta) SYDNEY – REYNOLDS EQUITIES WOLLONGONG (02) 6583 1735 (02) 6544 3144 (02) 8215 5000 (02) 8216 5111 (02) 9125 1788 (02) 9615 4500 (02) 9373 4452 (02) 4227 3022 ACT CANBERRA (02) 6232 4999 VICTORIA MELBOURNE BRIGHTON CAMBERWELL CARLTON FARRER HOUSE GEELONG RICHMOND SOUTH YARRA TRARALGON WARRNAMBOOL (03) 9947 4111 (03) 9519 3555 (03) 9813 2945 (03) 9066 3200 (03) 8644 5488 (03) 5222 5128 (03) 9916 4000 (03) 9098 8511 (03) 5176 6055 (03) 5559 1500 WESTERN AUSTRALIA PERTH (08) 6462 1999 SOUTH AUSTRALIA ADELAIDE NORWOOD (08) 8464 5000 (08) 8461 2800 NORTHERN TERRITORY DARWIN (08) 8981 9555 TASMANIA HOBART (03) 6236 9000 DISCLAIMER The information contained in this report is provided to you by Morgans Financial Limited as general advice only, and is made without consideration of an individual’s relevant personal circumstances. 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Morgans or CIMB Securities Australia may previously have acted as manager or co-manager of a public offering of any such securities. Morgans' affiliates or CIMB Securities Australia affiliates may provide or have provided banking services or corporate finance to the companies referred to in the report. The knowledge of affiliates concerning such services may not be reflected in this report. Each of Morgans and CIMB Securities Australia advises that it may earn brokerage, commissions, fees or other benefits and advantages, direct or indirect, in connection with the making of a recommendation or a dealing by a client in these securities. Some or all of Morgans' Authorised Representatives may be remunerated wholly or partly by way of commission. STATUTORY DISCLOSURES Complete as necessary. Morgans Corporate is co-lead manager to the placement in COK, joint lead manager to COK's share purchase plan and adviser to the independent directors of BWD and may receive fees in this regard. 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