Key highlights

  • New Hope entered a binding Scheme Implementation Deed on 19 October 2026 to acquire the Malabar shares it does not already own.
  • Malabar shareholders would receive 0.500 New Hope shares per Malabar share, with existing New Hope holders owning about 79% of the combined group.
  • Implementation is expected by March 2027, subject to Malabar shareholder, Court and regulatory approvals.

New Hope Corporation Ltd (ASX:NHC) shares were changing hands at $6.11, up 1.66%, during the Trading session on 21 October 2026. Across the broader market, the S&P/ASX 200 Energy [XEJ] index stood at 11,167.20, a gain of 0.014% (1.60 points), while the S&P/ASX 200 [XJO] was at 8,806.90, lower by 0.11% (10.00 points), as at 2:32 pm GMT+11. In Commodity markets, Brent Crude rose 0.60% to US$109.48 per barrel as tensions in the Middle East involving Iran, Saudi Arabia and Yemen’s Houthis persisted, and a reported fall in US oil inventories pointed to tighter Supply conditions. New Hope is an Australian coal producer whose operations include the Bengalla Mine in New South Wales.

What New Hope Corporation does

New Hope Corporation Limited is an Australian coal producer and one of the ASX-listed participants in the thermal coal sector. Its operations include the Bengalla Mine near Muswellbrook in the Upper Hunter region of New South Wales. New Hope currently holds a relevant interest of approximately 26% in Malabar Resources Limited, an unlisted public company that owns the Maxwell Underground Mine.

Terms of the proposed scheme

In a release dated 19 October 2026, New Hope and Malabar announced a binding Scheme Implementation Deed under which New Hope would acquire all Malabar shares it does not already own through a court-approved scheme of arrangement. Malabar shareholders other than New Hope would receive 0.500 New Hope ordinary shares for each Malabar share, equivalent to about 227.8 million New Hope shares.

Based on New Hope’s last closing price of $5.84 on 16 October 2026, the consideration implies a value of $2.92 per Malabar share, an Equity value of about $1.8 billion for 100% of Malabar on a fully diluted basis and an implied Enterprise value of about $2.4 billion. The release noted Malabar net Debt of approximately $627 million as at 30 June 2026 and that the implied value will vary with New Hope’s share price.

Combined group and ownership

Following implementation, existing New Hope shareholders would own about 79% of the combined group and Malabar shareholders other than New Hope about 21%. On a 100% basis, Malabar would represent about 29% of the combined group. The companies cite a pro forma Market Capitalisation of about $6.3 billion and a pathway to approximately 19 Mtpa of saleable production.

The boards of both companies unanimously support the transaction, and the Malabar board unanimously supports the scheme and its recommendation to shareholders is subject to customary qualifications.

Maxwell Mine and funding approach

The transaction would give New Hope full ownership of the Maxwell Mine, which commenced longwall production in April 2026 and is targeting up to 5.5 Mtpa of saleable production once the longwall is expanded. The all-scrip structure is described in the release as preserving New Hope’s Balance Sheet and capacity for Shareholder returns. After implementation, the combined group intends to seek to refinance Malabar’s existing debt facilities with the objective of reducing funding costs.

Timetable and conditions

The scheme is expected to be implemented by March 2027, subject to Malabar shareholder approval, Court approval, regulatory approvals and other customary conditions. The number of New Hope shares per Malabar share is subject to adjustments for New Hope dividends, with specifics to be outlined in the Scheme Booklet. An investor and analyst webcast was scheduled for 11:00am AEDT on the day of the announcement.

How the share exchange works

The scheme consideration is expressed as a fixed exchange ratio rather than a fixed dollar amount. At the reference price of $5.84, 0.500 New Hope shares equate to $2.92 per Malabar share, but the release states that the implied value will vary as New Hope’s share price moves. The ratio is also subject to adjustments for New Hope dividends, with details to be set out in the Scheme Booklet.

The release cites pro forma ownership calculations using 844,185,577 New Hope ordinary shares on issue and 612,056,913 Malabar fully diluted shares, comprising 602,251,614 ordinary shares and 9,805,299 performance rights, with New Hope holding 156,420,478 Malabar shares already.

Sector context

Coal producers continue to be influenced by commodity prices, currency movements and energy-market conditions. During the session the S&P/ASX 200 Energy index was at 11,167.20 and Brent crude was at US$109.48 per barrel as Middle East tensions persisted.

Risks and uncertainties

The scheme remains conditional on shareholder, Court and regulatory approvals, and its implied value varies with New Hope’s share price. Malabar carries net debt of about $627 million, and the Maxwell Mine is a developing operation whose longwall expansion is still to occur. Integration, refinancing outcomes, coal price movements and the issue of about 227.8 million new shares are further factors that can affect results for the combined group.

Catalysts to watch

Milestones include release of the Scheme Booklet, the Malabar shareholder meeting and Court process, regulatory approvals, expected implementation by March 2027, any refinancing of Malabar debt, and progress on the Maxwell longwall expansion toward 5.5 Mtpa.

Closing perspective

The 19 October 2026 announcement set out the exchange ratio, ownership split, funding structure and timetable for the proposed combination. Further details are due in the Scheme Booklet as the approval process advances.