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Petmin - Condensed consolidated interim financial statements for the six months

Release Date: 27/02/2006 07:00
Code(s): PET
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Petmin - Condensed consolidated interim financial statements for the six months ended 31 December 2005 PETMIN LIMITED (Formerly Petra Mining Limited) (Incorporated in the Republic of South Africa) (Registration number 1972/001062/06) Share code: PET & ISIN: ZAE000076014 ("Petmin" or "the Company" or "the Group") CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005 * Headline EPS increases by 109% * NAV increases by 45% * Petmin concludes Springlake transaction * Increase in Somkhele reserves of 9.3 million proven ROM tonnes Condensed Consolidated Interim Income Statements for the six months ended 31 December 2005 GROUP Reviewed Reviewed Audited Six months Six months Year ended ended ended
31 December 31 December 30 June 2005 2004 2005 Note R"000 R"000 R"000 Revenue 57 661 20 608 58 737 Cost of sales (46 430) (18 604) (41 597) Gross profit 11 231 2 004 17 140 Profit on acquisition of subsidiary 33 822 22 829 22 829 Operating and administration expenses (4 195) - (8 623) Operating profit before financing costs 40 858 24 833 31 346 Net finance income 57 373 224 - Financial income - interest received 387 577 769 - Financial expenses - interest expense (330) (204) (545) Profit before tax 40 915 25 206 31 570 Income tax expense (1 916) (521) (3 257) Profit for the period 38 999 24 685 28 313 Basic earnings per ordinary share (cents) 11 17.64 14.90 16.74 Diluted earnings per ordinary share (cents) 11 16.60 12.24 16.36 Condensed Consolidated Interim Balance Sheets at 31 December 2005 GROUP Reviewed Reviewed Audited ended ended ended
31 December 31 December 30 June 2005 2004 2005 Note R"000 R"000 R"000 ASSETS Non-current assets 310 072 110 569 106 125 Property, plant and equipment 295 065 110 569 106 125 Intangible assets 6 913 - - Investments 8 094 - - Current assets 115 270 47 149 33 560 Inventories 28 760 4 918 8 511 Trade and other receivables 36 603 16 436 15 966 Cash and cash equivalents 49 907 25 795 9 083 Total assets 425 342 157 718 139 685 EQUITY AND LIABILITIES Ordinary share capital and reserves 265 073 97 745 104 373 Share capital 87 139 46 578 48 750 Share premium 74 812 18 575 19 767 Share option reserve 2 191 - 1 476 Contingent consideration 27 552 - - Retained earnings 73 379 32 592 34 380 Non-current liabilities 112 332 39 346 20 419 Preference share liability - 13 000 13 000 Shareholder"s loan 40 000 - - Non-current liabilities 17 740 23 109 - Deferred taxation 41 293 3 237 3 143 Environmental rehabilitation provision 13 299 - 4 276 Current liabilities 47 937 20 627 14 893 Trade and other payables 31 900 19 984 12 596 Short-term borrowing 3 000 - 1 667 Current portion of non-current liabilities 7 800 - - Taxation payable 5 237 643 630 Total equity and liabilities 425 342 157 718 139 685 Net asset value ("NAV") per share (cents) 12 76.05 52.46 53.52 Condensed Consolidated Interim Cash Flow Statements for the six months ended 31 December 2005 GROUP Reviewed Reviewed Audited
Six months Six months Year ended ended ended 31 December 31 December 30 June 2005 2004 2005
R"000 R"000 R"000 Net cash flow from operating activities 14 014 5 294 9 457 Cash flows from investing activities: Acquisition of subsidiary, net of cash acquired (4 850) (14 665) (14 551) Acquisition of property, plant and equipment (8 318) (1 379) (4 291) Net cash flow from investing activities (13 168) (16 044) (18 842) Net cash flows from financing activities 39 978 5 074 (13 003) Net increase/(decrease) in cash and cash equivalents 40 824 (5 676) (22 388) Cash and cash equivalents at beginning of period 9 083 31 471 31 471 Cash and cash equivalents at end of period 49 907 25 795 9 083 Segment Reporting Segment information is presented in the condensed consolidated interim financial statements in respect of the Group"s business segments, which are the primary basis of segment reporting. The business segment reporting format reflects the Group"s management and internal reporting structure. Inter-segment pricing is determined on an arm"s length basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Business segments The Group comprises the following main business segments: Silica mining and marketing. Anthracite mining and marketing. Reviewed Reviewed Audited
Six months Six months Year ended ended ended 31 December 31 December 30 June 2005 2004 2005
R"000 R"000 R"000 Segment revenue - Silica 41 711 20 608 58 737 - Anthracite 15 950 - - 57 661 20 608 58 737 Segment result - Silica 4 591 1 856 5 484 - Anthracite 1 355 - - - Other operations (769) - - - Negative goodwill 33 822 22 829 22 829 38 999 24 685 28 313 Condensed Consolidated Interim Statements of Changes in Equity for the six months ended 31 December 2005 GROUP Contin- Share gent Share Share option consider-
capital premium reserve ation R"000 R"000 R"000 R"000 Balance at 1 July 2004 24 250 937 - - Shares issued during the year 24 500 18 830 - - - To acquire Samquarz 21 111 16 889 - - - General issue for cash 1 217 749 - - - Specific issue for cash 2 172 1 192 - - - Fair value of management share options - - 1 476 - - Fair value of cash flow hedge - - - - Profit for the year - - - - Balance at 30 June 2005 48 750 19 767 1 476 - Shares issued during the period 38 389 55 045 - - - To acquire Springlake 32 472 45 462 - - - To acquire Samquarz preference shares 4 875 8 125 - - - Specific issue for cash 1 042 1 458 - - - Contingent consideration to acquire Springlake - - - 27 552 - Fair value of share options granted - - 715 - Profit for the period - - - - Balance at 31 December 2005 87 139 74 812 2 191 27 552 GROUP Cash flow hedging Retained reserve earnings Total
R"000 R"000 R"000 Balance at 1 July 2004 (6 150) 6 067 25 104 Shares issued during the year - - 43 330 - To acquire Samquarz - - 38 000 - General issue for cash - - 1 966 - Specific issue for cash - - 3 364 - Fair value of management share options - - 1 476 - Fair value of cash flow hedge 6 150 - 6 150 Profit for the year - 28 313 28 313 Balance at 30 June 2005 - 34 380 104 373 Shares issued during the period - - 93 434 - To acquire Springlake - - 77 934 - To acquire Samquarz preference shares - - 13 000 - Specific issue for cash - - 2 500 - Contingent consideration to acquire Springlake - - 27 552 - Fair value of share options granted - - 715 Profit for the period - 38 999 38 999 Balance at 31 December 2005 - 73 379 265 073 SIGNIFICANT ACCOUNTING POLICIES for the six months ended 31 December 2005 Petmin is a company domiciled in South Africa. The condensed consolidated interim financial statements of the Company for the six months ended 31 December 2005 comprise the Company and its subsidiaries (together referred to as the Group"). The condensed consolidated financial statements were authorised for issue by the directors on 22 February 2006. 1. STATEMENT OF COMPLIANCE The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") for interim financial statements. These are the Group"s first IFRS condensed consolidated interim financial statements for part of the period covered by the first IFRS annual financial statements and IFRS 1 - First-time Adoption of International Financial Reporting Standards, has been applied. The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements. The transition to IFRS has had no effect on the reported financial position, financial performance and cash flows of the Group as the Group chose to early adopt IFRS 2 - Share-based Payment, in its annual financial statements for the year ended 30 June 2005. 1.1 Basis of preparation The financial statements are prepared on the historical cost basis, except for financial instruments which are stated at fair value, where applicable, in terms of IAS 32 -Financial instruments: Disclosure and Presentation and IAS 39 - Financial instruments: Recognition and Measurement. The preparation of interim financial statements in conformity with IAS 34 - Interim Financial Reporting, requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. These condensed consolidated interim financial statements have been prepared on the basis of IFRS in issue that are effective or available for early adoption at the Group"s first IFRS annual reporting date, 31 December 2005. Based on these IFRSs, the Board of directors have made assumptions about the accounting policies expected to be adopted when the first IFRS annual financial statements are prepared for the year ended 30 June 2006. The IFRS that will be effective or available for voluntary early adoption in the annual financial statements for the year ending 30 June 2006 are still subject to change and to the issue of additional interpretations and therefore can- not be determined with certainty. Accordingly, the accounting policies for that period that are relevant to this interim financial information will be determined only when the first IFRS financial statements are prepared on 30 June 2006. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and, as management decided to early adopt IFRS 2 - Share-based Payment, there has been no impact on the change to IFRSs. Management has decided to early adopt IFRIC 8 - Scope of IFRS 2. The accounting policies have been applied consistently by Group entities and have been applied consistently to all periods presented in these condensed consolidated interim financial statements. 2. REVIEW OF RESULTS The interim results of the Group as set out above have been reviewed by the Group"s auditors, KPMG Inc., as required by the JSE Limited ("JSE"). The review report is available for inspection at the Group"s registered office. 3. REVISION OF COMPARATIVE NUMBERS The income statement for the comparative period ended 31 December 2004 has been adjusted from the numbers previously reported. The previous year"s interim income statement did not reflect the R22.829 million profit realised on the acquisition of Samquarz (Pty) Limited ("Samquarz") on the face of the income statement, but took this directly to equity as a reserve. The effect of this restatement is to increase the reported profit for the six months ended 31 December 2004 by R22.829 million. This was the only impact on the previously reported interim results for the six months to 31 December 2004. 4. MANAGEMENT COMMENTARY Acquisition of Springlake Holdings (Pty) Limited ("Springlake") Petmin"s acquisition of Springlake, in progress at the the time of previous public announcements and the publication of the 2005 Annual Report, has now been completed. Springlake brings to Petmin a strong cash generative asset from Springlake Colliery, a development asset in Somkhele and an exploration JV in Baobab. Change in roles of Executive Committee ("Exco") members In the six months under review, the Group has made further progress in redefining Petmin as an operating mining company with the conclusion of the Springlake acquisition. The increased corporate activity has necessitated the formalisation of roles of the executives who have all been involved throughout the process of Petmin"s conversion from a cash shell in February 2004 to an operating mining company. Jan du Preez has been appointed as an Executive Director of Petmin and succeeds Dawie Warmenhoven as CEO with effect from 1 February 2006. Jan du Preez has 15 years" experience in the mining sector and is an indirect shareholder of Midnight Storm (Pty) Limited that has been instrumental in the change of control and the repositioning of Petmin since February 2004. Jan du Preez was formerly the Chairman of the Exco and he retains this position. Dawie Warmenhoven remains an executive director and an active member of the Exco. The Board offers Dawie Warmenhoven its appreciation for his role in guiding the Company in its transition from a cash shell to a mining group. Bradley Doig, appointed as a non-executive director of Petmin and a member of Exco at the 30 November 2005 Board meeting, has been appointed as an Executive director and assumed the role of Chief Operating Officer with effect from 1 February 2006. Operations Revenue for the six months ended 31 December 2005 increased by R37.0 million to R57.6 million, compared to the same period in 2004. This reflects: the inclusion of the results of Samquarz for the full six months under review. The comparable period in 2004 included Samquarz"s results for only three months, from acquisition on 24 September of that year. Samquarz contributed a profit of R4.591 million for the period under review, compared to R1.856 million for the three months in the comparable period in 2004; the inclusion of the results of Springlake for one month since acquisition on 30 November 2005. Springlake contributed revenue of R15.950 million in the month of December 2005. Springlake generated a profit of R1.355 million for the month of December. Samquarz silica mine Samquarz continued to deliver consistent production results in the period to 31 December 2005 and revenues generated were in line with those for the comparative period. The slow-down of the ferrochrome market and resultant smelter shut-downs in South Africa has impacted on the revenue of Samquarz but this has largely been offset by mine management focusing on cost reduction and efficiencies. The Samquarz operation is well-placed to take advantage of any ferrochrome market improvements and flat glass growth opportunities such as the installation of a second float-line at PFG, a major producer and exporter of flat glass in South Africa and a key customer of Samquarz. Springlake Colliery Petmin"s consolidated results for the six months ended 31 December 2005 reflect one month"s operational results from Springlake, since its acquisition on 30 November 2005. The continued strength of the Rand against the US Dollar remains a negative factor on those export revenues denominated in US Dollars, but demand for anthracite remains firm. Development to the Northern Section of the underground operations is progressing well and the colliery expects improved production levels in the forthcoming year as mining efforts will be concentrated in the Northern reserve block. Somkhele anthracite project The Somkhele anthracite project is progressing rapidly and Petmin is pleased to announce that the successful drilling campaign has yielded the expected additional proven reserves in Area 1. The updated reserve and resource statement as reported by Snowden Mining Industry Consultants ("Snowden") on 12 December 2005 is compliant with the SAMREC Code and is as follows: Anthracite Reserves for Somkhele Area 1 Reserve Mining Mineable classification method in situ tonnes Extraction (Mt) (%) Proved Opencast 9.820 95 Probable Opencast 13.254 95 Opencast 23.074 95 Reserve ROM Practical Sales classification tonnes yield tonnes (Mt) (%) (Mt)
Proved 9.329 68.6 6.400 Probable 12.591 68.6 8.638 21.920 68.6 15.037 The above reserves, together with the previously reported proven reserves for Area 2 of 2.349 million ROM tonnes, now give a total of 11.678 million ROM tonnes, which is sufficient for more than 12 years of production at a full production capacity of 950 000 ROM tonnes per annum. Snowden further reported that it has "identified significant improvements in phosphorous in coal from 225ppm (Snowden, 2005) to 140ppm within the measured resources". With the certainty provided by the additional proven reserve, the Group has authorised the development of the project and a contract to build a coal beneficiation plant for R56.7 million was signed in December 2005. Earthworks for the plant site and access roads are more than 50% complete and the project is on target for its planned commissioning in November 2006. Anchor Black Economic Empowerment ("BEE") Consortium The Anchor BEE Consortium is now well-established, consisting of Dark Capital (Pty) Limited, Lebone Resources (Pty) Limited, Zondwa Resources, Popcru Mining Investments (Pty) Limited and Umsobomvu Coal (Pty) Limited. The Anchor BEE Consortium represents in excess of 40% of shareholders and the total equity controlled by BEE groups is in excess of 50%. 5. ACQUISITION OF SUBSIDIARY On 30 November 2005, the Group acquired the entire issued capital of and all claims on loan account against Springlake for an acquisition cost of R116.735 million. In the one month to 31 December 2005, Springlake contributed profit of R1.355 million to the consolidated profit for the interim period. 6. PREFERENCE SHARE LIABILITY When Samquarz was acquired in September 2004, New Africa Mining Fund Nominees (Pty) Limited ("NAMF Nominees") and Dark Capital (Pty) Limited ("Dark Capital") funded R13 million in junior loans to Samquarz, being R11 million and R2 million, respectively. These loans were subsequently converted into redeemable, convertible preference shares. On 30 November 2005, the Group acquired these preference shares from NAMF Nominees and Dark Capital through the issue of 19.5 million Petmin shares at 66.67 cents per share. 7. SPECIFIC ISSUE OF SHARE OPTIONS TO DARK CAPITAL In order to advance Petmin"s BEE status, and in compliance with its stated goals, Petmin granted Dark Capital an option to acquire 7 million Petmin shares at 65 cents per share. This option is valid for a three-year period ending 31 October 2008. Management decided to early adopt IFRIC 8 - Scope of IFRS 2, which is only effective for periods beginning on or after 1 May 2006. The effect on the income statement and balance sheet for the six months ended 31 December 2005 is a charge of R0.223 million to the income statement, a liability in equity of R4.018 million offset by a corresponding deferred share compensation debit in equity of R3.795 million. This deferred share compensation debit is amortised over the life of the options. 8. SHAREHOLDER"S LOAN On 23 December 2005, the Group entered into an agreement with NAMF Nominees whereby R40 million was advanced by NAMF Nominees to finance the Group"s capital expenditure programme to develop the Somkhele anthracite mine. The loan bears interest at the Daily Call Rates published by The Standard Bank of South Africa Limited plus a margin. The margin is as follows: 31 December 2005 to 31 January 2006 - Nil; 1 February 2006 to 30 April 2006 - 100 basis points; 1 May 2006 to 31 July 2006 - 200 basis points; and 1 August 2006 onwards - 300 basis points. The loan was made as bridging finance until the requisite regulatory procedures were met to allow for NAMF Nominees subscription for 44 444 444 ordinary shares at 90 cents per share. Subsequent to the reporting date, the Group announced that agreement had been reached to convert the R40 million loan to 44 444 444 ordinary shares at 90 cents per share. 9. CORPORATE GOVERNANCE All appointments to and removals from the Board of directors of the Company are confirmed by the Board of directors in meeting. The Remuneration Committee ("Remco") of the Group comprises E Greyling (Chairman), P Nel and J Strijdom, both of whom are non-executive directors. The Remco meets at least once per annum to determine the basis on which the executive directors and senior officers of the Group are remunerated. The Remco approves share incentive arrangements for the Group"s employees and ensures adequate disclosure of directors" emoluments are made in the annual financial statements. The Audit Committee of the Group comprises A Martin (Chairman) and E Greyling, both of whom are non-executive directors. J du Preez and B Tanner (Group financial manager), both members of the Exco, attend Audit Committee meetings as invitees. The Audit Committee is required to meet at least twice per annum, immediately prior to the release of the interim financial statements and the annual report, respectively. The Audit Committee is mandated to, amongst other things, evaluate the adequacy of internal controls, accounting practices, policies and disclosures, information systems and auditing processes applied within the Group. The Audit Committee facilitates the communication of the above matters between the Board, management and the external auditors. The Audit Committee is required to approve all material non-audit services provided by the external auditors prior to their engagement. The Transformation Committee of the Company is chaired by L Mogotsi representing the anchor BEE Consortium, P J Nel, J Mabena and D H Warmenhoven. The Transformation Committee"s role is to implement the body and the spirit of the Mining Charter. 10. SPECIFIC ISSUE OF SHARES FOR CASH In addition to the shares issued to acquire Springlake and to acquire Samquarz preference shares, the Group issued 4 166 667 ordinary shares at 60 cents per share in a specific issue for cash to River Capital (Pty) Limited. R1.042 mil- lion and R1.458 million were recorded in share capital and share premium, respectively. 11. EARNINGS PER ORDINARY SHARE EPS is based on the Group"s profit for the period, divided by the weighted average number of shares in issue during the period. Six months ended 2005
Net Number of income shares Per share R"000 ("000) (cents) Basic EPS 38 999 221 084 17.64 Share options and contingent consideration - 13 915 (1.04) Diluted EPS 38 999 234 999 16.60 Headline earnings per share Headline earnings per share is based on the Group"s headline earnings divided by the weighted average number of shares in issue during the period. Reconciliation between earnings and headline earnings Basic EPS 38 999 221 084 17.64 Adjustments: - negative goodwill (33 822) - (15.30) Headline EPS 5 177 221 084 2.34 Share options and contingent consideration - 13 915 (0.14) Diluted headline EPS 5 177 234 999 2.20 Six months ended 2004
Net Number of income shares Per share R"000 ("000) (cents) Basic EPS 24 685 165 714 14.90 Share options and contingent consideration - 36 025 (2.66) Diluted EPS 24 685 201 739 12.24 Headline earnings per share Headline earnings per share is based on the Group"s headline earnings divided by the weighted average number of shares in issue during the period. Reconciliation between earnings and headline earnings Basic EPS 24 685 165 714 14.90 Adjustments: - negative goodwill (22 829) - (13.78) Headline EPS 1 856 165 714 1.12 Share options and contingent consideration - 36 025 (0.20) Diluted headline EPS 1 856 201 739 0.92 Basic earnings per share ("EPS") were 18% higher at 17.64 cents and headline earnings per share were 109% higher. Profit on acquisition of subsidiaries of R33.8 million generated on the acquisition of Springlake offset the dilutive impact on EPS of the increased number of shares in issue. Additional issues of shares for cash of R75 million (see Note 13.3 - Post-balance sheet event) and increased debt funding to be obtained for the development of the Somkhele anthracite mine, are likely to have a dilutive effect on the future EPS of Petmin. This is expected to continue until the Somkhele mine is in full production during the second quarter of 2007 and its marketing targets and resultant revenue streams are realised. 12. NET ASSET VALUE PER SHARE Reviewed Reviewed Audited Six months Six months Year
ended ended ended 31 December 31 December 30 June 2005 2004 2005 Ordinary share capital and reserves (R"000) 265 073 97 745 104 373 Total number of shares in issue ("000) 348 557 186 311 195 000 NAV per share (cents) 76.05 52.46 53.52 13. EVENTS AFTER BALANCE SHEET DATE 13.1 Adoption of the Petmin Share Option Scheme and the formation of the Petmin Share Option Trust On 31 January 2006, shareholders" approval at a general meeting was obtained for the formation of the Petmin Share Option Scheme and the formation of the Petmin Share Option Trust. The aggregate number of shares that may be used for the scheme is limited to 35 000 000 shares and the strike price at which an option may be exercised in respect of each option share is R0.65. The financial effects of the scheme were provided in the circular to shareholders issued on 29 December 2005. 13.2 Change of name from Petra Mining Limited to Petmin Limited On 31 January 2006, shareholders" approval was obtained at a general meeting for the change in the name of the Company to Petmin Limited. The change in name was made to better reflect the changed nature and profile of the Company"s business and corporate identity and to avoid confusion with Petra Diamonds Limited, a company listed on AIM in London. 13.3 Specific issue of shares for cash On 1 February 2006, the Group announced that it had secured a minimum of R60 million equity funding in a specific issue of shares for cash by way of issuing 66 666 666 shares at 90 cents per share. R40 million will be received from NAMF Nominees, R10 million from PSG Capital (Pty) Limited ("PSG") and R10 million from another institution, respectively. The Group is pleased to announce that it has subsequently secured an additional R15 million equity funding, taking the total equity raised in the specific issue of shares for cash to R75 million for 83 333 333 ordinary shares at 90 cents per share. As both NAMF Nominees and PSG are related parties by virtue of their material shareholding in Petmin, this transaction is subject to Petmin shareholders" approval in general meeting. 13.4 Debt funding At the date of this announcement the Group is in possession of a facility letter from a major South African bank for debt funding of R40 million for the Somkhele project and is in the process of finalising the terms. 14. RELATED PARTIES NAMF Nominees, Dark Capital and PSG are material shareholders in Petmin and are therefore related parties as defined by Section 10 of the JSE Listings Requirements. Dark Capital is the anchor entity of the BEE Consortium. River Group is a related party by virtue of its advisory role to Petmin. The transactions referred to in Notes 5, 6, 7, 8, 10 and 13 are related party transactions. DIRECTORS P J Nel* (Chairman), J C du Preez (Chief Executive Officer) B B Doig (Chief Operating Officer) E de V Greyling*, J P Mabena*, A Martin*, L Mogotsi, J A Strijdom*, D H Warmenhoven *Non-executive REGISTERED OFFICE Parc Nouveaux, First Floor, Block C 225 Veale Street, Brooklyn, Pretoria, 0002 (PO Box 899, Groenkloof, 0027) Tel: (012) 452 0815 Fax: (012) 346 8118 SECRETARY AND SPONSOR River Sponsors (Pty) Limited www.petmin.co.za TRANSFER SECRETARIES Computershare Investor Services 2004 (Proprietary) Limited AUDITORS KPMG Inc. Date: 27/02/2006 07:00:19 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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