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SEP - Sephaku Holdings Ltd and its Subsidiaries - Interim financial results

Release Date: 31/05/2010 17:50
Code(s): SEP
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SEP - Sephaku Holdings Ltd and its Subsidiaries - Interim financial results for the 12 months ended 28 February 2010 Sephaku Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 2005/003306/06) Share code: SEP ISIN: ZAE000138459 ("Sephaku Holdings" or "the company") Interim Financial Results for the 12 months ended 28 February 2010 General Information Country of South Africa incorporation and domicile Nature of business Mining and and principal development activities Directors L Mohuba Chairman NR Crafford-Lazarus Chief Executive Director ME Smit Financial Director
RR Matjiu Executive Director CR de Wet de Bruin Non-Executive Director PF Fourie Non-Executive Director GS Mahlati Non-Executive Director
MM Ngoasheng Non-Executive Director MG Mahlare Independent Non-Executive Director D Twist Alternate director to ME
Smit J Bennette Alternate director to RR Matjiu JW Wessels Alternate director to CR de
Wet de Bruin Registered office Suite 4A Manhattan Office Park 16 Pieter Road Highveld Techno Park
Centurion 0169 Postal address PO Box 68149 Highveld Centurion 0169 Bankers ABSA Bank Auditors PKF (Pretoria) Inc Registered Auditors
Secretary Sephaku Management (Pty) Ltd Company registration number 2005/003306/06
Website www.sephakuholdings.co.za Index Page Independent Auditor`s Report 3 Directors` Responsibilities and Approval 4 Directors` Report 5-8 Statements of Financial Position 9 Statements of Comprehensive Income 10 Statements of Changes in Equity 11-12 Statements of Cash Flows 13 Accounting Policies 14-24 Notes to the Interim Financial Results 25-48 Independent Auditor`s Report To the member of Sephaku Holdings Ltd and its Subsidiaries We have audited the interim financial results of Sephaku Holdings Ltd and its Subsidiaries, which comprise the statements of financial position as at 28 February 2010, and the statement of comprehensive income, statement of changes in equity and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes, and the directors` report Directors` Responsibility for the Interim Financial Results The company`s directors are responsible for the preparation and fair presentation of these interim financial results in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of interim financial results that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor`s Responsibility Our responsibility is to express an opinion on these interim financial results based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the interim financial results are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the interim financial results. The procedures selected depend on the auditors` judgement, including the assessment of the risks of material misstatement of the interim financial results, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity`s preparation and fair presentation of the interim financial results in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity`s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the interim financial results. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the interim financial results present fairly, in all material respects, the financial position of Sephaku Holdings Ltd and its Subsidiaries as at 28 February 2010, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa. PKF (Pretoria) Inc Registered Auditors Per: S Ranchhoojee Registration Number: 2000/026635/21 Pretoria 31 May 2010 Directors` Responsibilities and Approval The directors are required in terms of the Companies Act of South Africa to maintain adequate accounting records and are responsible for the content and integrity of the interim financial results and related financial information included in this report. It is their responsibility to ensure that the interim financial results fairly present the state of affairs of the group as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the interim financial results. The interim financial results are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates. The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the group and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the group and all employees are required to maintain the highest ethical standards in ensuring the group`s business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the group is on identifying, assessing, managing and monitoring all known forms of risk across the group. While operating risk cannot be fully eliminated, the group endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints. The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the interim financial results. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss. The directors have reviewed the group`s cash flow forecast for the year to 28 February 2011 and, in the light of this review and the current financial position, they are satisfied that the group has or has access to adequate resources to continue in operational existence for the foreseeable future. The external auditors are responsible for independently reviewing and reporting on the group`s interim financial results. The interim financial results have been examined by the group`s external auditors and their report is presented on page 3. The interim financial results set out on pages 5 to 48, which have been prepared on the going concern basis, were approved by the board on 31 May 2010 and were signed on its behalf by: L Mohuba NR Crafford-Lazarus Directors` Report The directors submit their report for the year ended 28 February 2010. 1. Review of activities Main business and operations The group is engaged in mining and development and operates principally in South Africa and is listed on the JSE Limited. The operating results and state of affairs of the company are fully set out in the attached interim financial results and do not in our opinion require any further comment. Net profit of the group was R56 297 542 (2009: R10 498 696 loss), after taxation of R(150 443) (2009: R644 687). 2. Going concern The interim financial results have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. Equity funding by investors are expected to be sufficient to sustain the losses incurred for exploration expenses. 3. Events after the reporting period The group announced during January 2010 that it will unbundle its exploration assets. This process is currently being planned and shareholders should be given notice of a shareholders meeting to approve the unbundling within the next few weeks. The group has also agreed to raise additional capital through equity and debt for its proposed cement operation. This will also be dealt with in detail in the above mentioned notice to shareholders. The directors are not aware of any other matter or circumstance arising since the end of the financial year that could materially affect the financial statements. 4. Directors` interest in contracts The Makings (Pty) Ltd - during the year under review the company rendered services to the group at market related prices to the value of R1 391 280 (2009: R783 074). ME Smit is a director of both The Makings (Pty) Ltd and Sephaku Holdings Ltd. 5. Accounting policies Refer to the section `New Standard and Interpretations` for new accounting polices applied during the current year. 6. Authorised and issued share capital During the period under review the company issued 100 000 ordinary shares at R8.50; 25 000 at R10 and 4 598 561 at R3. During 2009 the company issued 48 081 462 ordinary shares of R0.001 each and 10 000 non-voting convertible shares of R0.001 each. Included in the 2009 issue were 37 663 333 ordinary shares at an issue price of R11.11 per share to acquire 41 960 951 ordinary shares in Sephaku Cement (Pty) Ltd at R10 per share. Share issues for cash Number of shares Share price Amount 50 000 R3.00 R150 000 100 000 R8.50 R850 000 4 548 561 R3.00 R13 645 683 25 000 R10.00 R250 000 R14 895 683 All issues of securities were general issues to public shareholders. During the year 50 000 000 non-voting redeemable preference shares were converted to ordinary shares on a one-for-one basis (note 19). 7. Share incentive scheme Refer to note 20 for detail about share based payments during the current year. 8. Non-current assets Details of major changes in the nature of the non-current assets of the company during the year were as follows: Additions to intangible assets of the group amounted to R33 663 738 (2009: R1 5 911 046) Additions to property, plant and equipment of the group amounted to R98 908 342 (2009: R139 668 769). There were no changes in the nature of the non-current assets of the Group or in the policy relating to the use of the non-current assets. 9. Dividends No dividends were declared or paid to shareholder during the year. 10. Directors The directors of the company during the year and to the date of this report are as follows: Name Changes L Mohuba Chairman NR Crafford-Lazarus Chief Executive Officer ME Smit Financial Director RR Matjiu Executive Director CR de Wet de Bruin Non-Executive Director PF Fourie Non-Executive Director Appointed 20 November 2009
GS Mahlati Non-Executive Director MM Ngoasheng Non-Executive Director MG Mahlare Independent Non-Executive Director
D Twist Alternate director to ME Smit J Bennette Alternate director to RR Matjiu JW Wessels Alternate director to CR de Appointed 20 Wet de Bruin November 2009 11. Secretary The secretary of the company is Sephaku Management (Pty) Ltd of: Business address Suite 4A Manhattan Office Park 16 Pieter Road Highveld Techno Park Centurion 0067 Postal address PO Box 68149 Highveld 0169 12. Interest in subsidiaries Name of subsidiary Net income (loss) after tax
Sephaku Fluoride (Pty) Ltd and subsidiaries (875 472) Sephaku PGM Holdings (Pty) Ltd and subsidiaries (6 996) Sephaku Vanadium (Pty) Ltd (7 332) Sephaku Coal Holdings (Pty) Ltd and subsidiaries (8 949 428) Sephaku Tin (Pty) Ltd (444 672) Sephaku Cement (Pty) Ltd and subsidiaries (61 826 880) Sephaku Uranium (Pty) Ltd 62 922 Aquarella Investments 555 (Pty) Ltd 702 908 Sephaku Vanadium (Pty) Ltd (7 332) Ergomark (Pty) Ltd (86 005) Sephaku Limestone & Exploration (Pty) Ltd (5 973) Dala Exploration Holdings (Pty) Ltd (73 597) Details of the company`s investment in subsidiaries are set out in note 6. 13. Auditors PKF (Pretoria) Inc will continue in office in accordance with section 270(2) of the Companies Act. 14. Change of financial year-end At a shareholders meeting held on 29 January 2009 it was decided to change the financial year-end of the group from 28 February to 30 June. This decision was implemented for the current financial year. The financial year-end of the group was changed to coincide with those companies in the mining industry listed on the Johannesburg Stock Exchange. 15. Shareholders information Major shareholders Shareholders holding more than 5% of the Number of Percentage issued share capital shares holding Safika Resources 15 580 823.00 10.0% CR de Bruin 13 369 188.00 8.6% Lelau Mohuba Trust 10 963 767.00 7.0% Camden Bay Investments 33 (Pty) Ltd 9 850 000.00 6.3% Public and non-public shareholders Shares held % Number of %
shareholders Public 63 325 317 40.6% 378 94.5% Non-Public 92 480 045 59.4% 22 5.5% - Directors direct holdings 33 389 687 21.4% 9 2.3% - Directors indirect 12 509 412 8.0% 3 0.8% holdings - Directors associates 46 580 946 29.9% 10 2.5% 155 805 362 100% 400 100%
Shareholder spread Shareholder Shares held % Number of % shareholders 1 - 1000 21 356 0.01% 40 10.00% 1001 - 10 000 449 160 0.29% 103 25.75% 10 001 - 100 000 6 016 545 3.86% 146 36.50% 100 001 - 1 000 000 28 323 691 18.18% 78 19.50% 1 000 001 - 10 000 000 81 080 832 52.04% 30 7.50% 10 000 001 - 100 000 000 39 913 778 25.62% 3 0.75% 155 805 362 100.00% 400 100.00% Directors` Report Beneficial shareholdings of directors (and associates): Director Direct Indirect Associates L Mohuba 10 963 767 490 000 NR Crafford-Lazarus 1 512 728 ME Smit 1 208 663 1 556 756 S Matjiu 3 585 923 CRD de Bruin 13 369 188 1 920 600 MN Ngoasheng 4 988 236 GS Mahlati 1 848 653 1 182 000 1 530 880 PF Fourie 6 645 159 JW Wessels 1 093 548 119 000 D Twist 7 528 080 5 626 253 1 995 000 J Bennette 1 025 702 31 172 485 24 536 179 12 481 472 Directors interest in share options Director Number of Exercise Total value Share price
options L Mohuba 1 000 000 R 2.50 2 500 000 NR Crafford-Lazarus 750 000 R 2.50 1 875 000 RR Matjiu 300 000 R 2.50 750 000 JW Wessels 250 000 R 2.50 625 000 J Bennette 175 000 R 2.50 437 500 D Twist 150 000 R 2.50 375 000 MM Ngoasheng 500 000 R 2.50 1 250 000 3 125 000 7 812 500 Special resolutions No special resolutions were passed by the issuer`s subsidiaries that had a material effect during the period under review, other than adopting new articles of association in compliance with the JSE requirements. Statements of Financial Position Group Company
Notes 2010 2009 2010 2009 R`000 R`000 R`000 R`000 Assets Non-Current Assets Property, plant and 3 232 968 140 983 - - equipment Goodwill 4 3 749 749 - - Intangible assets 5 69 125 47 178 - - Investments in 6 - - 437 620 434 620 subsidiaries Investments in associates 7 - 38 266 - - Other financial assets 10 - 200 - - Deposits for 13 568 334 - - rehabilitation 306 410 227 710 437 620 434 620 Current Assets Loans to group companies 8 56 8 019 6 137 109 227 Loans to shareholders 9 906 - - - Loans to directors, 15 2 26 2 2 managers and employees Other financial assets 10 25 006 513 79 311 3 Current tax receivable 23 3 - - - Trade and other 16 70 991 4 178 67 655 220 receivables Other loans receivable 14 336 941 - - Cash and cash equivalents 17 40 159 271 677 8 712 12 843 137 459 285 354 161 817 122 295 Non-current assets held 18 - 14 118 - - for sale and assets of disposal groups Total Assets 443 869 527 182 599 437 556 915 Equity and Liabilities Equity Equity Attributable to Equity Holders of Parent Share capital 19 225 215 214 981 545 074 537 258 Reserves 1 678 4 326 1 678 (38 216) Retained income 176 771 212 704 43 857 2 984 363 770 429 363 593 257 541 920
Non-controlling interest 60 578 83 579 - - 424 348 512 942 593 257 541 920 Liabilities Non-Current Liabilities Deferred tax 12 2 152 - - - Current Liabilities Loans from group companies 8 - 110 2 671 1 899 Other financial 21 2 002 - 2 002 - liabilities Current tax payable 23 1 749 4 098 1 150 1 150 Trade and other payables 24 13 310 10 021 357 11 946 Provisions 22 308 - - - Loans payable - 11 - - 17 369 14 240 6 180 14 995 Total Liabilities 19 521 14 240 6 180 14 995 Total Equity and 443 869 527 182 599 437 556 915 Liabilities Net asset value per share 45 233.48 284.19 (cents) Tangible net asset value 45 186.71 252.47 per share (cents) Statements of Comprehensive Income Group Company Notes 2010 2009 2010 2009
R`000 R`000 R`000 R`000 Revenue 26 2 509 - - - Cost of sales 27 (1 215) - - - Gross profit 1 294 - - - Other income 3 740 15 386 315 - Operating expenses (104 619) (53 378) (16 541) (7 805) Profit on disposal of 32 290 - 56 000 - companies Operating (loss) profit 28 (67 295) (37 992) 39 774 (7 805) Investment revenue 29 13 256 30 374 1 341 474 Loss from equity accounted (2 102) (1 964) (242) - investments Finance costs 30 (10) (271) - - (Loss) profit before (56 151) (9 853) 40 873 (7 331) taxation Taxation 31 (150) (644) - - (Loss) profit for the year (56 301) (10 497) 40 873 (7 331) Other comprehensive income: Effects of cash flow (53 178) - - - hedges net of tax Total comprehensive (loss) (109 479) (10 497) 40 873 (7 331) income for the period (Loss) profit attributable to: Equity holders of the (43 936) (11 044) 40 873 (7 331) parent Non-controlling interest (12 365) 547 - - (56 301) (10 497) 40 873 (7 331) Total comprehensive (loss) income attributable to: Owners of the parent (86 478) (11 044) 40 873 (7 331) Non-controlling interest (23 001) 547 - - (109 479) (10 497) 40 873 (7 331) Basic earnings/(loss) per 45 (28.31) (8.88) share (cents) Diluted earnings/(loss) 45 (27.56) (8.59) per share (cents) Headline earnings/(loss) 45 (43.09) (9.35) per share (cents) Diluted headline 45 (41.95) (9.04) earnings/(loss) per share (cents) Statements of Changes in Equity Share Share Total Hedging capital premium share reserve capital R`000 R`000 R`000 R`000 R`000 Group Balance at 01 March 2008 296 84 355 84 651 - Changes in equity - - - - Total comprehensive (loss)/income for the year Issue of shares 48 445 389 445 437 - Treasury shares held by - (2 234) (2 234) - subsidiary Premium paid on acquisition - (319 859) (319 859) - of additional shares in subsidiary Issue of preference shares - 100 100 - Preference shares to be 7 080 - 7 080 - issued Ordinary shares from previous (194) - (194) - period included in issue Gain on issue of shares to - - - - minorities Business combinations - - - - Total changes 6 934 123 396 130 330 - Balance at 01 March 2009 7 230 207 751 214 981 - Changes in equity Total comprehensive - - - (42 542) (loss)/income for the year Issue of shares 7 817 - 7 817 - Transfer Share Premium to 207 751 (207 751) - - Share - Capital Employees share option scheme - - - - Sephaku Management (Pty) Ltd - - - - transferred to Trust Subsidiary holding treasury 2 417 - 2 417 - shares sold Total changes 217 985 (207 751) 10 234 (42 542) Balance at 28 February 2010 225 215 - 225 215 (42 542) Notes 19 19 19 33 Other Total Retained Total NDR reserves income attributa
ble to equity holders of the
group/com pany R`000 R`000 R`000 R`000 R`000 Group Balance at 01 March 2008 1 678 1 678 39 966 126 295 Changes in equity - - (11 044) (11 044) Total comprehensive (loss)/income for the year Issue of shares - - - 445 437 Treasury shares held by - - (4 169) (6 403) subsidiary Premium paid on acquisition - - - (319 859) of additional shares in subsidiary Issue of preference shares - - - 100 Preference shares to be - - - 7 080 issued Ordinary shares from previous - - - (194) period included in issue Gain on issue of shares to - - 187 951 187 951 minorities Business combinations - - - - Total changes - - 172 738 303 068 Balance at 01 March 2009 1 678 1 678 212 704 429 363 Changes in equity Total comprehensive - (42 542) (43 936) (86 478) (loss)/income for the year Issue of shares - - - 7 816 043 Transfer Share Premium to - - - - Share Capital Employees share option scheme 2 648 2 648 - 2 648 Sephaku Management (Pty) Ltd - - 8 003 8 003 transferred to Trust Subsidiary holding treasury - - - 2 417 shares sold Total changes 2 648 (39 894) (35 933) (65 593) Balance at 28 February 2010 4 326 (38 216) 176 771 363 770 Notes 33
Non- Total controll equity ing
interest R`000 R`000 Group Balance at 01 March 2008 20 734 147 029 Changes in equity 547 (10 497) Total comprehensive (loss)/income for the year Issue of shares - 445 437 Treasury shares held by - (6 403) subsidiary Premium paid on acquisition - (319 859) of additional shares in subsidiary Issue of preference shares - 100 Preference shares to be - 7 080 issued Ordinary shares from previous - (194) period included in issue Gain on issue of shares to - 187 951 minorities Business combinations 62 298 62 298 Total changes 62 845 365 913 Balance at 01 March 2009 83 579 512 942 Changes in equity Total comprehensive (23 001) (109 479) (loss)/income for the year Issue of shares - 7 816 043 Transfer Share Premium to - - Share Capital Employees share option scheme - 2 648 Sephaku Management (Pty) Ltd - 8 003 transferred to Trust Subsidiary holding treasury - 2 417 shares sold Total changes (23 001) (88 594) Balance at 28 February 2010 60 578 424 348 Notes Share Share Total Hedging capital premium share reserve
capital R`000 R`000 R`000 R`000 Company Balance at 01 March 2008 297 84 538 84 835 - Changes in equity Total comprehensive - - - - (loss)/income for the year Issue of shares 48 445 389 445 437 - Issue of preference shares - 100 100 - Ordinary shares from the (194) - (194) - previous period included in issue Ordinary shares in the 7 080 - 7 080 - process of being issued Total changes 6 934 445 489 452 423 - Balance at 01 March 2009 7 231 530 027 537 258 - Changes in equity Total comprehensive - - - - (loss)/income for the year Issue of shares 7 816 - 7 816 - Employees share option scheme - - - - Transfer Share Premium to 530 027 (530 027) - - Share Capital Total changes 537 843 (530 027) 7 816 - Balance at 28 February 2010 545 074 - 545 074 - Notes 19 19 19 33 Other Total Retained Total
NDR reserves income R`000 R`000 R`000 R`000 Company Balance at 01 March 2008 1 678 1 678 10 315 96 828 Changes in equity Total comprehensive - - (7 331) (7 331) (loss)/income for the year Issue of shares - - - 445 437 Issue of preference shares - - - 100 Ordinary shares from the - - - (194) previous period included in issue Ordinary shares in the - - - 7 080 process of being issued Total changes - - (7 331) 445 092 Balance at 01 March 2009 1 678 1 678 2 984 541 920 Changes in equity Total comprehensive - - 40 873 40 873 (loss)/income for the year Issue of shares - - - 7 816 Employees share option scheme 2 648 2 648 - 2 648 Transfer Share Premium to - - - - Share Capital Total changes 2 648 2 648 40 873 51 337 Balance at 28 February 2010 4 326 4 326 43 857 593 257 Notes 33 Non- Total
controll equity ing interest R`000 R`000
Company Balance at 01 March 2008 - 96 828 Changes in equity Total comprehensive - (7 331) (loss)/income for the year Issue of shares - 445 437 Issue of preference shares - 100 Ordinary shares from the - (194) previous period included in issue Ordinary shares in the - 7 080 process of being issued Total changes - 445 092 Balance at 01 March 2009 - 541 920 Changes in equity Total comprehensive - 40 873 (loss)/income for the year Issue of shares - 7 816 Employees share option scheme - 2 648 Transfer Share Premium to - - Share Capital Total changes - 51 337 Balance at 28 February 2010 - 593 257 Notes Statements of Cash Flows Group Company Notes 2010 2009 2010 2009 R`000 R`000 R`000 R`000 R`000
Cash flows from operating activities Cash (used in) /generated 34 (82 898) (15 997) (15 866) (1 236) from operations Interest income 13 256 30 373 1 341 474 Finance costs (10) (270) - - Tax paid 35 (2 502) - - - Net cash from operating (72 154) 14 106 (14 525) (762) activities Cash flows from investing activities Purchase of property, 3 (77 440) (136 298) - - plant and equipment Sale of property, plant 3 - 6 - - and equipment Purchase of other 5 (33 663) (15 911) - - intangible assets Acquisition of businesses 36 (22 850) (11 773) (3 000) - Sale of businesses 37 - - 30 000 - Movement in other 21 056 9 352 (84 577) (2) financial assets Purchase of deposits for (234) (75) - - rehabilitation Movement in other loans 713 - - - receivable Purchase of other - (375) - - financial asset Transfer assets of - (14 117) - - disposal groups Net cash from investing (112 418) (169 191) (57 577) (2) activities Cash flows from financing activities Proceeds on share issue 19 7 816 445 437 7 816 25 828 Preference share issue 19 - 100 - 100 Movement in other 2 002 - 2 001 - financial liabilities Movement in other loans (11) - - - payable Movement in loans to 28 426 - - directors, managers and employees Repayment of shareholders (906) - - - loan Finance lease payments - - - - Forex loss through cash (53 177) - - - flow hedge reserve Net movements in loans (2 701) (4 260) 58 151 (23 765) with group companies Cash raised from / (paid - (76 013) - - to) minority shareholders Cash received for shares - 6 885 - 6 885 not yet issued Net cash from financing (46 949) 372 575 67 968 9 048 activities Total cash movement for (231 521) 217 490 (4 134) 8 284 the year Cash at the beginning of 271 677 54 186 12 843 4 559 the year Total cash at end of the 17 40 159 271 676 8 709 12 843 year Accounting Policies 1. Presentation of Interim Financial Results The interim financial results have been prepared in accordance with International Financial Reporting Standards, and the Companies Act of South Africa. The interim financial results have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below. They are presented in South African Rands. These accounting policies are consistent with the previous period. 1.1 Consolidation Basis of consolidation The consolidated interim financial results incorporate the interim financial results of the company and all entities, including special purpose entities, which are controlled by the company. Control exists when the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries are included in the consolidated interim financial results from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the interim financial results of subsidiaries to bring their accounting policies in line with those of the group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the group`s interest therein, and are recognised within equity. Losses of subsidiaries attributable to non- controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non-controlling interest. Transactions which result in changes in ownership levels, where the group has control of the subsidiary both before and after the transaction are regarded as equity transactions and are recognised directly in the statement of changes in equity. The difference between the fair value of consideration paid or received and the movement in non-controlling interest for such transactions is recognised in equity attributable to the owners of the parent. Business combinations The group accounts for business combinations use the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued.Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity which are included in equity. The acquiree`s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business Combinations are recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held-for-sale in accordance with IFRS 5 Non-current Assets Held-For-Sale and discontinued operations, which are recognised at fair value less costs to sell. In cases where the group held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available- for-sale financial asset, the cumulative fair value adjustments recognised previously to other comprehensive income and accumulated in equity are recognised in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the carrying value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. 1.1 Investment in associates An associate is an entity over which the group has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. An investment in associate is accounted for using the equity method, except when the investment is classified as held-for-sale in accordance with IFRS 5 Non-current Assets Held-For-Sale and discontinued operations. Under the equity method, investments in associates are carried in the consolidated statements of financial position at cost adjusted for post acquisition changes in the group`s share of net assets of the associate, less any impairment losses. The group recognized its share of losses of the associate to the extent of the group`s net investment in the associate. Profits or losses on transactions between the group and an associate are eliminated to the extent of the group`s interest therein. The groups share of unrealized intra company gains are eliminated upon consolidation and the groups share of intra company losses are also eliminated provided they do not provide evidence that the asset transferred is impaired. 1.2 Significant judgements and sources of estimation uncertainty In preparing the interim financial results, management is required to make estimates and assumptions that affect the amounts represented in the interim financial results and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the interim financial results. Significant judgements include: Trade receivables and Loans and receivables The group assesses its Trade receivables and Loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. The impairment for Trade receivables and Loans and receivables is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio. These annual loss ratios are applied to loan balances in the portfolio and scaled to the estimated loss emergence period. Options granted Management used the Black Scholes model to determine the value of the options at issue date. Additional details regarding the estimates are included in the note 20 - Share based payments. Impairment testing The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumptions may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and tangible assets. The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill, intangible assets and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including together with economic factors. Taxation Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the end of the reporting period could be impacted. Exploration expenses capitalised Exploration and evaluation expenses are those expenses incurred in connection with acquisition of rights to explore, investigate, examine and evaluate an area of mineralization including related overhead costs. The directors exercise judgment to determine if the costs associated with a specific project must be capitalised against the specific project or written off. Exploration assets are reviewed at balance sheet date and where the directors consider there to be indicators of impairment, impairment tests will be performed on the capitalised costs and any impairments will be recognised through the income statement. Site restoration cost Provision for future site restoration costs are based on the estimate made of the expenditure needed to settle the present obligation arising. When site restoration occurs on an on-going basis during prospecting, the cost of this restoration is included in prospecting expenses and no provision for future restoration costs are required. 1.3 Property, plant and equipment The cost of an item of property, plant and equipment is recognised as an asset when: - it is probable that future economic benefits associated with the item will flow to the company; and - the cost of the item can be measured reliably. Property, plant and equipment is initially measured at cost. Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised. The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located is also included in the cost of property, plant and equipment, where the entity is obligated to incur such expenditure, and where the obligation arises as a result of acquiring the asset or using it for purposes other than the production of inventories. Property, plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value. Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses. Item Average useful life Buildings 10 years Ash Processing Plant 1 - 15 years Furniture and fixtures 6 years Motor vehicles 5 years Office equipment 6 years IT equipment 3 years Field equipment 5 years The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. Land is not depreciated. The cement manufacturing plant and milling plant are in the development phase and no depreciation is calculated until the commissioning of the plant. The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. 1.4 Site restoration and dismantling cost The company has an obligation to dismantle, remove and restore items of property, plant and equipment. Such obligations are referred to as `decommissioning, restoration and similar liabilities`. The cost of an item of property, plant and equipment includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that period. If the related asset is measured using the cost model: - changes in the liability are added to, or deducted from, the cost of the related asset in the current period - if a decrease in the liability exceeds the carrying amount of the asset, the excess is recognised immediately in profit or loss. - if the adjustment results in an addition to the cost of an asset, the entity considers whether this is an indication that the new carrying amount of the asset may not be fully recoverable. If it is such an indication, the asset is tested for impairment by estimating its recoverable amount, and any impairment loss is recognised in profit or loss. 1.5 Intangible assets An intangible asset is recognised when: - it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and - the cost of the asset can be measured reliably. Intangible assets are initially recognised at cost. Intangible assets are carried at cost less any accumulated amortisation and any impairment losses. Exploration assets are carried at cost less any impairment losses. All costs, including administration and other general overhead costs directly associated with the specific project are capitalised. The directors evaluate each project at each period end to determine if the carrying value should be written off. In determining whether expenditure meet the criteria to be capitalised, the directors use information from several sources, depending on the level of exploration. Purchased exploration and evaluation assets are recognised at the cost of acquisition or at the fair value if purchased as part of a business combination. Exploration assets are not amortised as it will only be available for use once transferred to the development cost of the project. An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows. Amortisation is not provided for these intangible assets, but they are tested for impairment annually and whenever there is an indication that the asset may be impaired. For all other intangible assets amortisation is provided on a straight line basis over their useful life. When the technical and commercial feasibility of a project has been established, the relevant exploration assets are transferred to development costs. No further exploration costs for the project will be capitalised. The costs transferred to development costs will be amortised over the life of the project based on the expected flow of economic resources associated with the project. The amortisation period and the amortisation method for intangible assets are reviewed every period-end. Amortisation is provided to write down the intangible assets, on a straight line basis, to their residual values as follows: Item Useful life Computer software 2 years Deferred exploration costs Not amortised 1.6 Investments in subsidiaries Company interim financial results In the company`s separate interim financial results, investments in subsidiaries are carried at cost less any accumulated impairment. The cost of an investment in a subsidiary is the aggregate of: - the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the company; plus - any costs directly attributable to the purchase of the subsidiary. An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably. 1.7 Investments in associates Company interim financial results An investment in an associate is carried at cost less any accumulated impairment. 1.8 Financial instruments Classification The group classifies financial assets and financial liabilities into the following categories: - Financial assets at fair value through profit or loss - held for trading - Loans and receivables - Available-for-sale financial assets - Financial liabilities at fair value through profit or loss - held for trading - Financial liabilities measured at amortised cost Initial recognition and measurement Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments. The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are initially measured at fair value. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Transaction costs on financial instruments at fair value through profit or loss are recognised in profit or loss. Subsequent measurement Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit or loss for the period. Net gains or losses on the financial instruments at fair value through profit or loss exclude dividends and interest. Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses. Available-for-sale financial assets are subsequently measured at fair value. This excludes equity investments for which a fair value is not determinable, which are measured at cost less accumulated impairment losses. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss as part of other income. Dividends received on available-for-sale equity instruments are recognised in profit or loss as part of other income when the group`s right to receive payment is established. Changes in fair value of available-for-sale financial assets denominated in a foreign currency are analysed between translation differences resulting from changes in amortised cost and other changes in the carrying amount. Translation differences on monetary items are recognised in profit or loss, while translation differences on non-monetary items are recognised in other comprehensive income and accumulated in equity. Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method. No discounting is applied for instruments at amortised cost where the effects of the time value of money are not considered to be material. Fair value determination The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the group establishes fair value by using valuation techniques. These include the use of recent arm`s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific inputs. Impairment of financial assets At each reporting date the group assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired. Impairment losses are recognised in profit or loss. Loans to (from) group companies These include loans to and from holding companies, fellow subsidiaries, subsidiaries and associates and are recognised initially at fair value plus direct transaction costs. Loans to group companies are classified as loans and receivables. Loans from group companies are classified as financial liabilities measured at amortised cost. Loans to shareholders, directors, managers and employees These financial assets are classified as loans and receivables. Trade and other receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 180 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset`s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in profit or loss. Trade and other receivables are classified as loans and receivables. Trade and other payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value. Hedging activities Designated and effective hedging instruments are excluded from the definition of financial instruments at fair value through profit or loss. The group designates certain derivatives as: - hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or on foreign currency risk of a firm commitment (cash flow hedge); The group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised to other comprehensive income and accumulated in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within `other income`. Amounts accumulated in equity are reclassified to other comprehensive income to profit or loss in the periods when the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial item (for example, inventory or fixed assets) the gains and losses previously deferred in equity are transferred from equity in other comprehensive income and included in the initial measurement of the cost of the asset. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised in profit or loss as a reclassification adjustment through to other comprehensive income when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately recognised in profit or loss as a reclassification adjustment through to other comprehensive income. 1.9 Tax Current tax assets and liabilities Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Tax expenses Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: - a transaction or event which is recognised, in the same or a different period, to other comprehensive income, - a transaction or event which is recognised, in the same or a different period, directly in equity, or - a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity. 1.10 Non-current assets held for sale (and) (disposal groups) Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets held for sale (or disposal group) are measured at the lower of its carrying amount and fair value less costs to sell. A non-current asset is not depreciated (or amortised) while it is classified as held for sale, or while it is part of a disposal group classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale are recognised in profit or loss. 1.11 Impairment of assets The group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset. Irrespective of whether there is any indication of impairment, the group also: - tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period. - tests goodwill acquired in a business combination for impairment annually. If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. 1.12 Share capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 1.13 Share based payments Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in equity is recognised if the goods or services were received in an equity-settled share-based payment transaction or a liability if the goods or services were acquired in a cash-settled share-based payment transaction. When the goods or services received or acquired in a share-based payment transaction do not qualify for recognition as assets, they are recognised as expenses. For equity-settled share-based payment transactions the goods or services received and the corresponding increase in equity are measured, directly, at the fair value of the goods or services received provided that the fair value can be estimated reliably. If the fair value of the goods or services received cannot be estimated reliably, their value and the corresponding increase in equity, indirectly, are measured by reference to the fair value of the equity instruments granted. For cash-settled share-based payment transactions, the goods or services acquired and the liability incurred are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period. If the share based payments granted do not vest until the counterparty completes a specified period of service, group accounts for those services as they are rendered by the counterparty during the vesting period, (or on a straight line basis over the vesting period). If the share based payments vest immediately the services received are recognised in full. For share-based payment transactions in which the terms of the arrangement provide either the entity or the counterparty with the choice of whether the entity settles the transaction in cash (or other assets) or by issuing equity instruments, the components of that transaction are recorded, as a cash- settled share-based payment transaction if, and to the extent that, a liability to settle in cash or other assets has been incurred, or as an equity- settled share-based payment transaction if, and to the extent that, no such liability has been incurred. 1.14 Employee benefits Short-term employee benefits The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted. The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs. The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance. 1.15 Provisions and contingencies Provisions are recognised when: - the group has a present obligation as a result of a past event; - it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and - a reliable estimate can be made of the obligation. The amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset. The amount recognised for the reimbursement shall not exceed the amount of the provision. Provisions are not recognised for future operating losses. A constructive obligation to restructure arises only when an entity: - has a detailed formal plan for the restructuring, identifying at least: - the business or part of a business concerned; - the principal locations affected; - the location, function, and approximate number of employees who will be compensated for terminating their services; - the expenditures that will be undertaken; and - when the plan will be implemented; and - has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. After their initial recognition contingent liabilities recognised in business combinations that are recognised separately are subsequently measured at the higher of: - the amount that would be recognised as a provision; and - the amount initially recognised less cumulative amortisation. Contingent assets and contingent liabilities are not recognised. Contingencies are disclosed in note 39. 1.16 Revenue Revenue from the sale of goods is recognised when all the following conditions have been satisfied: - the group has transferred to the buyer the significant risks and rewards of ownership of the goods; - the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; - the amount of revenue can be measured reliably; - it is probable that the economic benefits associated with the transaction will flow to the group; and - the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. Interest is recognised, in profit or loss, using the effective interest rate method. 1.17 Cost of sales When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs. Contract costs comprise: - costs that relate directly to the specific contract; - costs that are attributable to contract activity in general and can be allocated to the contract; and - such other costs as are specifically chargeable to the customer under the terms of the contract. 1.18 Translation of foreign currencies Foreign currency transactions A foreign currency transaction is recorded, on initial recognition in Rands, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period: - foreign currency monetary items are translated using the closing rate; - non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and - non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous interim financial results are recognised in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognised to other comprehensive income and accumulated in equity. When a gain or loss on a non- monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss. Cash flows arising from transactions in a foreign currency are recorded in Rands by applying to the foreign currency amount the exchange rate between the Rand and the foreign currency at the date of the cash flow. 1.19 Operating segments An operating segment is a component of an entity: - that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), - whose operating results are regularly reviewed by the entity`s chief operating decision maker to make decisions about resources to be allocated to the segments and assess its performance, and - for which discrete financial information is available. Business segments for management purposes are those minerals and commodities regarded as key to the company`s business model and which are actively managed by the company. The company does not regard geographical segments as reportable. Notes to the Interim Financial Results 2. New Standards and Interpretations 2.1 Standards and interpretations effective and adopted in the current year In the current year, the group has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations: IAS 1 (Revised) Presentation of Financial Statements The main revisions to IAS 1 (AC 101): - Require the presentation of non-owner changes in equity either in a single statement of comprehensive income or in an income statement and statement of comprehensive income. - Require the presentation of a statements of financial position at the beginning of the earliest comparative period whenever a retrospective adjustment is made. This requirement includes related notes. - Require the disclosure of income tax and reclassification adjustments relating to each component of other comprehensive income. The disclosures may be presented on the face of the statement of comprehensive income or in the notes. - Allow dividend presentations to be made either in the statement of changes in equity or in the notes only. - Have changed the titles to some of the financial statement components, where the `balance sheet` becomes the `statement of financial position` and the `cash flow statement` becomes the `statement of cash flows.` These new titles will be used in International Financial Reporting Standards, but are not mandatory for use in financial statements. The effective date of the standard is for years beginning on or after 01 January 2009. The group has adopted the standard for the first time in the 2010 interim financial results. The adoption of this standard has not had a material impact on the results of the company, but has resulted in more disclosure than would have previously been provided in the interim financial results. May 2008 Annual Improvements to IFRS`s: Amendments to IAS 1 Presentation of Financial Statements The amendment is to clarify that financial instruments classified as held for trading in accordance with IAS 39 (AC 133) Financial Instruments: Recognition and Measurement are not always required to be presented as current assets/liabilities. The effective date of the amendment is for years beginning on or after 01 January 2009. The group has adopted the amendment for the first time in the 2010 interim financial results. The impact of the amendment is not material. May 2008 Annual Improvements to IFRS`s: Amendments to IFRS 7 Financial Instruments: Disclosures; IAS 32 Financial Instruments: Presentation; IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures The amendment adjusted the disclosure requirements of investments in associates and interests in joint ventures which have been designated as at fair value through profit or loss or are classified as held for trading. The amendment provides that only certain specific disclosure requirements of IAS 28 (AC 110) Investments in Associates and IAS 31 (AC 119) Interests in Joint Ventures are required together with the disclosures of IFRS 7 (AC 144) Financial Instruments: Disclosures; IAS 32 (AC 125) Financial Instruments: Presentation. The effective date of the amendment is for years beginning on or after 01 January 2009. The group has adopted the amendment for the first time in the 2010 interim financial results. The impact of the amendment is not material. May 2008 Annual Improvements to IFRS`s: Amendments to IAS 39 Financial Instruments: Recognition and Measurement IAS 39 (AC 133) prohibits the classification of financial instruments into or out of the fair value through profit or loss category after initial recognition. The amendments set out a number of changes in circumstances that are not considered to be reclassifications for this purpose. The amendments have also removed references to the designation of hedging instruments at the segment level. The amendments further clarify that the revised effective interest rate calculated when fair value hedge accounting ceases, in accordance with paragraph 92 IAS 39 (AC 133) should be used for the remeasurement of the hedged item when paragraph AG8 of IAS 39 (AC 133) is applicable. The effective date of the amendment is for years beginning on or after 01 January 2009. The group has adopted the amendment for the first time in the 2010 interim financial results. The impact of the amendment is not material. 2.2 Standards and interpretations not yet effective The group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the group`s accounting periods beginning on or after 01 July 2010 or later periods: May 2008 Annual Improvements to IFRS`s: Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations The amendment clarifies that assets and liabilities of a subsidiary should be classified as held for sale if the parent is committed to a plan involving loss of control of the subsidiary, regardless of whether the entity will retain a non-controlling interest after the sale. The effective date of the amendment is for years beginning on or after 01 July 2009. The group expects to adopt the amendment for the first time in the 2011 interim financial results. It is unlikely that the amendment will have a material impact on the company`s interim financial results. 2009 Annual Improvements Project: Amendments to IAS 38 Intangible Assets The amendment provides guidance on the measurement of intangible assets acquired in a business combination. The effective date of the amendment is for years beginning on or after 01 July 2009. The group expects to adopt the amendment for the first time in the 2011 interim financial results. It is unlikely that the amendment will have a material impact on the company`s interim financial results. 3. Property, plant and equipment Group 2010 Cost/Valuation Accumulated Carrying depreciation value
R`000 R`000 R`000 Land 25 856 - 25 856 Buildings 910 (41) 869 Chemical Plant 3 746 - 3 746 Cement manufacturing plant 127 531 - 127 531 Furniture and fixtures 994 (165) 829 Motor vehicles - - - Office equipment 550 (87) 463 IT equipment 2 345 (813) 1 532 Ash processing plant 71 503 (3 415) 68 088 Milling plant 3 856 - 3 856 Field equipment 220 (22) 198 Total 237 511 (4 543) 232 968 Group 2009 Cost/ Accumulated Carrying Valuation depreciation value
R`000 R`000 R`000 Land 4 387 - 4 387 Buildings 931 - 931 Chemical Plant - - - Cement manufacturing plant 112 212 - 112 212 Furniture and fixtures 1 233 (229) 1 004 Motor vehicles 1 891 (568) 1 323 Office equipment 393 (101) 292 IT equipment 2 370 (670) 1 700 Ash processing plant 18 742 - 18 742 Milling plant 335 - 335 Field equipment 88 (31) 57 Total 142 582 (1 599) 140 983 Reconciliation of property, plant and equipment - Group - 2010 Opening Additions Additions balance through
business combinations Disposals R`000 R`000 R`000 R`000 Land 4 387 - 21 469 - Buildings 931 - - - Chemical plant - 3 746 - - Cement manufacturing 112 212 15 319 - - plant Furniture and fixtures 1 004 417 - (464) Motor vehicles 1 323 - - (1 323) Office equipment 292 461 - (231) IT equipment 1 700 994 - (522) Ash processing plant 18 742 52 761 - - Milling plant 335 3 521 - - Field equipment 57 219 - (56) Total 140 983 77 438 21 469 (2 596)
Transfers Depreciation Total R`000 R`000 R`000 Land - - 25 856 Buildings (21) (41) 869 Chemical plant - - 3 746 Cement manufacturing - - 127 531 plant Furniture and fixtures - (128) 829 Motor vehicles - - - Office equipment 21 (80) 463 IT equipment - (640) 1 532 Ash processing plant - (3 415) 68 088 Milling plant - - 3 856 Field equipment - (22) 198 Total - (4 326) 232 968 Reconciliation of property, plant and equipment - Group - 2009 Opening Additions Disposals balance R`000 R`000 R`000 Land 2 343 2 044 - Buildings - 931 - Cement manufacturing plant - 112 212 - Furniture and fixtures 573 1 036 - Motor vehicles 1 498 1 506 - Office equipment 319 265 - IT equipment 585 2 125 - Ash processing plant - 18 742 - Milling plant - 335 - Field equipment 67 69 (6) 5 385 139 265 (6) Other information Carrying value of property, 199 475 plant and equipment under construction Classified as held for sale Depreciation Total
R`000 R`000 R`000 Land - - 4 387 Buildings - - 931 Cement manufacturing plant - - 112 212 Furniture and fixtures (465) (140) 1 004 Motor vehicles (1 323) (358) 1 323 Office equipment (231) (61) 292 IT equipment (522) (488) 1 700 Ash processing plant - - 18 742 Milling plant - - 335 Field equipment (56) (17) 57 (2 597) (1 064) 140 983
Other information Carrying value of property, 131 290 - - plant and equipment under construction Details of properties Portion 10 of the farm Klein Westerford 78IO (335,7727 ha) and portion 8 of the farm Klein Westerford 78IO (321,7982 ha) is reconciled into portion 17 on 30 September 2008. - Purchase price: 1 March 2008 2 244 2 244 - - - Capitalised expenditure 27 27 - - 2 271 2 271 - -
Remaining portion of the farm Klein Westerford 78IO (328,9083 ha) - Purchase price: 12 February 2 100 2 100 - - 2008 - Capitalised expenditure 16 16 - - 2 116 2 116 - - Portion1 1 of the farm Klein Westerford 78IO (1576010 ha) - Purchase price: 31 August 850 - - - 2007 - Capitalised expenditure 122 - - - 972 - - - Remaining extension of Portion 22 of the farm Witklip no 232 (769004 ha) - Purchase price: 9 November 19 000 - - - 2009 - Capitalised expenditure 1 497 - - - 20 497 - - -
Portion 4 of Erf 268 Lichtenburg - Purchase price: 30 September 880 880 - - 2008 - Capitalised expenditure 30 30 - - 910 910 - - A register containing the information required by paragraph 22(3) of Schedule 4 of the Companies Act is available for inspection at the registered office of the company. 4. Goodwill Group 2010 Cost Accumulated Carrying
value impairment impairment R`000 R`000 R`000 Goodwill on acquisition of 3 749 - 3 749 subsidiaries Group 2009 Cost Accumulated Carrying value
impairment impairment R`000 R`000 R`000 Goodwill on acquisition of 749 - 749 subsidiaries Reconciliation of goodwill - Group - 2010 Additions through Opening business
balance combinations Total R`000 R`000 R`000 Goodwill 749 3 000 3 749 Reconciliation of goodwill - Group - 2009 Opening Total balance R`000 R`000
Goodwill 749 749 5. Intangible assets Group 2010 Cost/Valuation Accumulated Carrying
amortisation value Computer software 6 001 (2 761) 3 240 Exploration assets 65 885 65 885 44 411 Total 71 886 (2 761) 69 125 Group 2009 Cost/Valuation Accumulated Carrying amortisation value R`000 R`000 R`000
Computer software 3 652 (885) 2 767 Exploration assets - 44 411 Total 48 063 (885) 47 178 Reconciliation of intangible assets - Group - 2010 Opening Additions Disposals balance Computer software 2 767 3 043 (370) Exploration assets 44 411 30 622 - 47 178 33 665 (370) Amortisation Impairment loss Total Computer software (2 200) - 3 240 Exploration assets - (9 148) 65 885 (2 200) (9 148) 69 125 Reconciliation of intangible assets - Group - 2009 Opening Additions Classified balance as held
for sale Computer software 470 3 440 (370) Exploration assets 31 946 12 471 - 32 416 15 911 (370)
Amortisation Impairment Total loss Computer software (773) - 2 767 Exploration assets - (6) 44 411 (773) (6) 47 178 Group Company 2010 2009 2010 2009 R`000 R`000 R`000 R`000
6. Investments in subsidiaries Name of company % holding % holding Carrying Carrying 2010 2009 amount amount 2010 2009
R`000 R`000 Sephaku Cement (Pty) Ltd 80.22% 80.22% 434 610 434 610 Sephaku Gold Holdings (Pty) Ltd -% 100.00% - - Sephaku Fluoride (Pty) Ltd 100.00% 100.00% 10 10 Sephaku Coal Holdings (Pty) Ltd 100.00% 100.00% - - Sephaku PGM Holdings (Pty) Ltd 100.00% 100.00% - - Sephaku Management (Pty) Ltd -% 100.00% - - Sephaku Tin (Pty) Ltd 100.00% 100.00% - - Sephaku Vanadium (Pty) Ltd 100.00% 100.00% - - Aquarella Investments 555 (Pty) 100.00% 100.00% - - Ltd Blue Waves Properties 198 (Pty) -% 100.00% - - Ltd Sephaku Uranium (Pty) Ltd 100.00% 100.00% - - Ergomark (Pty) Ltd 100.0% -% - - Sephaku Limestone & Exploration 51.00% -% 3 000 - (Pty) Ltd Dala Exploration Holdings (Pty) 100.00% -% - - Ltd 437 620 434 620
The carrying amounts of subsidiaries are shown net of impairment losses. All the subsidiaries are registered and operate within South Africa. On 1 March 2009 all the shares in Sephaku Management (Pty) Ltd were transferred to the Samet Trust. On 27 January 2010 all the shares in Sephaku Gold Holdings (Pty) Ltd were sold to the Wu Group for R60m. On 31 October 2009 all the shares in Blue Waves Properties 198 (Pty) Ltd were sold to Sephaku Cement (Pty) Ltd for R30m. 7. Investments in associates Name of company Carrying Carrying 2010 2009 amount 2010 amount 2009 R`000 R`000
Taung Gold (Pty) Ltd -% 30.00% - 29 343 Sephaku Gold Exploration -% 30.00% - 8 923 (Pty) Ltd Golden Dividend 524 (Pty) Ltd Defacto Investments 275 26.00% 26.00% - - (Pty) Ltd Private Preview Investments 39 (Pty) Ltd African Spirit Trading 364 26.00% 26.00% - - (Pty) Ltd -% 48.00% - - Egonox (Pty) Ltd 30.00% -% - - Insa Coal Holdings (Pty) Ltd 50.00% -% - - Synchrophor (Pty) Ltd 30.00% -% - - Indelum Properties (Pty) Ltd 30.00% -% - - Synchrotrix (Pty) Ltd 30.00% -% - - Concreco (Richards 25.00% -% - - Bay) (Pty) Ltd Empivert (Pty) Ltd 30.00% -% - - Finishing Touch 26.00% -% - - Trading 121 (Pty) Ltd Vigacron (Pty) Ltd 30.00% -% - - African Nickel Holdings -% 26.00% - - (Pty) Ltd - 38 266
The carrying amounts of Associates are shown net of impairment losses. All the associates are unlisted. On 27 January 2010 the interest in African Nickel Holdings (Pty) Ltd was sold to the Wu Group for R20m, as well as Sephaku Gold Holdings (Pty) Ltd being a 30% shareholder of Taung Gold Ltd and Sephaku Gold Exploration (Pty) Ltd for an amount of R60m. Group Company 2010 2009 2010 2009
R`000 R`000 R`000 R`000 8. Loans to (from) group companies Subsidiaries Sephaku Cement (Pty) Ltd - - (2 671) (1 899) Sephaku Gold Holdings (Pty) Ltd - - - 31 626 Sephaku Fluoride (Pty) Ltd - - 1 699 944 Sephaku Coal Holdings (Pty) Ltd - - 1 212 27 Sephaku PGM Holdings (Pty) Ltd - - 101 12 Sephaku Management (Pty) Ltd - - - 74 167 Sephaku Tin (Pty) Ltd - - 1 739 1 725 Sephaku Vanadium (Pty) Ltd - - 5 - Aquarella Investments 555 (Pty) Ltd - - - 375 Nokeng Fluorspar Mine (Pty) Ltd - - 377 187 Sephaku Developments (Pty) Ltd - - - - Sephaku Limestone & Exploration - - 948 - (Pty) Ltd - - 3 410 107 164 The loans are unsecured, bear no interest and are repayable on demand. Associates Taung Gold Ltd - 7 731 - - Sephaku Gold Exploration (Pty) Ltd - 161 - 164 African Nickel Holdings (Pty) Ltd - (12) - - African Spirit Trading 364 (Pty) Ltd - 1 - - Golden Dividend 524 (Pty) Ltd 56 28 56 - 56 7 909 56 164 The loans are unsecured, bear no interest and are repayable on demand. Current assets 56 8 019 6 137 109 227 Current liabilities - (110) (2 671) (1 899) 56 7 909 3 466 107 328 9. Loans to (from) shareholders Dangote Industries 906 - - - Loan is unsecured, bear no interest and is repayable on demand. Group Company 2010 2009 2010 2009 R`000 R`000 R`000 R`000 10. Other financial assets Available-for-sale Unlisted shares - 375 - - - 375 - - Available-for-sale (impairments) - (175) - - - 200 - - Loans and receivables African Precious Minerals Ltd - (171) - (29) African Nickel Ltd - 250 - 1 Platmin Investments Ltd - - - - Mineral Afrique Ltd 31 33 31 31 Mozambique Biofuel Industrios - - - - Sephaku Management (Pty) Ltd 24 975 - 79 280 - Other loans - 401 - - The loans are unsecured, bear no interest and are repayable on demand. 25 006 112 79 311 3 25 006 513 79 311 3 Total other financial assets 25 006 713 79 311 3 Non-current assets Available-for-sale - 200 - - Current assets Loans and receivables 25 006 513 79 311 3 25 006 713 79 311 3
11. Financial assets by category The accounting policies for financial instruments have been applied to the line items below: Group - 2010 Loans and receivables Total R`000 R`000 Loans to group companies 55 55 Loans to shareholders 906 906 Other financial assets 36 983 36 983 Loans to directors, managers and employees 1 1 Trade and other receivables 72 695 72 695 Cash and cash equivalents 40 159 40 159 Other loans receivable 336 336 151 135 151 135 Group - 2009 Loans and Available-for receivables sale Total R`000 R`000 R`000 Loans to group companies 8 018 - 8 018 Other financial assets 512 200 712 Loans to directors, managers and 25 - 25 employees Trade and other receivables 928 - 928 Cash and cash equivalents 264 033 - 264 033 Other loan 941 - 941 274 457 200 274 657 Company - 2010 Loans and receivables Total R`000 R`000 Loans to group companies 6 137 6 137 Loans to directors, managers and employees 1 1 Other financial assets 84 850 84 850 Trade and other receivables 70 359 70 359 Cash and cash equivalents 8 712 8 712 170 059 170 059 Company - 2009 Loans and receivables Total
R`000 R`000 Loans to group companies 109 225 109 225 Other financial assets 2 2 Loans to directors, managers and employees 1 1 Cash and cash equivalents 12 843 12 843 122 071 122 071 Group Company 2010 2009 2010 2009
R`000 R`000 R`000 R`000 12. Deferred tax Deferred tax asset Deferred tax (2 152) - - - Reconciliation of deferred tax asset (liability) Deferred tax asset on assessed 6 683 - - - loss limited to taxable differences Originating temporary difference (7 052) - - - from Kendal Plant Originating temporary difference (2 151) - - - on business combinations Leave provision 653 - - - Prepaid expenses (285) - - - (2 152) - - -
Recognition of deferred tax asset An entity shall disclose the amount of a deferred tax asset and the nature of the evidence supporting its recognition, when: - the utilisation of the deferred tax asset is dependent on future taxable profits in excess of the profits arising from the reversal of existing taxable temporary differences; and - the entity has suffered a loss in either the current or preceding period in the tax jurisdiction to which the deferred tax asset relates. Sephaku Cement (Pty) Ltd has incurred an assessed loss of R62 192 504 in the current year. It has become operational during the current financial year and is expected to make taxable profits in the foreseeable future against which this loss can be set off. Unrecognised deferred tax asset R`000 R`000 R`000 R`000 Deductible temporary differences 77 082 - - - not recognised as deferred tax assets 13. Deposits for rehabilitation In terms of section 41 of the Minerals and Petroleum Development Act an applicant for a prospecting right, mining right or mining permit must make the prescribed financial provision for the rehabilitation or management of negative environmental impacts. The group made deposits with the Department of Minerals and Energy in compliance herewith. 14. Other loans receivable Sinoma International Engineering Co Ltd - a loan to the amount of R336 117 was provided during the period under review. This loan is unsecured, interest free and has no fixed terms of repayment. 15. Loans to directors, managers and employees Loans to directors, managers and employees R`000 R`000 R`000 R`000 At beginning of the year 26 452 2 2 Advances - 24 - - Repayments (24) (450) - - 2 26 2 2 The loans to directors, managers and employees bear no interest and are repayable on demand. Group Company 2010 2009 2010 2009 R`000 R`000 R`000 R`000 16. Trade and other receivables Trade receivables 68 815 895 67 095 - Prepayments 1 019 516 - - Deposits 256 32 - - VAT 901 2 735 560 220 70 991 4 178 67 655 220 17. Cash and cash equivalents Cash and cash equivalents consist of: Cash on hand 61 39 - - Bank balances 40 098 271 638 8 712 12 843 Other cash and cash equivalents - - - - 40 159 271 677 8 712 12 843 Credit quality of cash at bank and short term deposits, excluding cash on hand The credit quality of cash at bank and short term deposits, excluding cash on hand that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or historical information about counterparty default rates: Credit rating AAA 40 098 271 638 8 712 12 842 18. Discontinued operations or disposal groups or non-current assets held for sale The group discontinued its operations in Sephaku Management (Pty) Ltd as of 28 February 2009. The group continues to make use of the services provided by Sephaku Management (Pty) Ltd. The assets and liabilities of the disposal group are set out below. Assets and liabilities Assets of disposal groups Associates - 1 170 - - Trade and other receivables - 12 517 - - Other assets - 431 - - - 14 118 - -
Group Company 2010 2009 2010 2009 R`000 R`000 R`000 R`000 19. Share capital Authorised 150 000 000 Ordinary - 150 - 150 shares of R0.001 each 50 000 000 non-voting - 50 - 50 convertible Preference shares of R0.001 each - - - - Current financial year: 1000 000 000 Ordinary - 200 - 200 shares with no par value Reconciliation of number of shares issued: Reported as at 01 151 081 802 102 990 340 151 081 801 102 990 340 March 2009 Issue of shares - 4 723 561 48 091 462 4 723 561 48 091 462 ordinary shares 155 805 363 151 081 802 155 805 362 151 081 802
The unissued ordinary shares are under the control of the directors. Issued Ordinary 225 215 125 545 074 126 Preference - 25 - 25 Ordinary shares to be - 7 080 - 7 080 issued Share premium - 207 751 - 530 027 225 215 214 981 545 074 537 258
20. Share based payments Share Option Group Number Weighted Total value exercise price
R`000 R`000 R`000 Share options granted during 2008 200 000 1.50 300 year Share options granted during the 5 740 000 2.50 14 350 2009 year No share options were exercised during the period under review. Share options of R12 423 vested during the period and is included in salary expense. Outstanding options Exercise date Exercise date Exercise date Within one from two to after five year five years years
5 740 000 options with 1 794 133 - exercise price of R2.50, vesting over 3 years, expiring 31/03/2015 200 000 options with 150 150 - exercise price of R1.50 from 30/06/2008 to 30/06/2011 Group Company 2010 2009 2010 2009 R`000 R`000 R`000 R`000 21. Other financial liabilities Held at amortised cost African Nickel Ltd 2 002 - 2 002 - The loan is unsecured, bear no interest and is repayable on demand. Current liabilities At amortised cost 2 002 - 2 002 - 22. Provisions Reconciliation of provisions - Group - 2010 Opening Additions Total balance R`000 R`000 R`000
Provision - 308 308 The R308 000 provision relates to a rebate provision of R37 and a provision for software licences of R271. 23. Current tax payable (receivable) An amount of R599 relates to current tax payable for the 2010 tax year (2009: R645) (2008: R1 150 Capital Gains Tax payable)(2007: R2 303) and current tax receivable of R3 relates to 2010 tax year. Group Company
2010 2009 2010 2009 R`000 R`000 R`000 R`000 24. Trade and other payables Trade payables 6 139 9 256 357 11 946 Staff claims 41 18 - - Accrued leave pay 2 335 715 - - Accrued medical aid contributions 466 20 - - Accrued audit fees - 12 - - Accrued expense 415 - - - Accrual for salary related 3 914 - - - expenses 13 310 10 021 357 11 946
25. Financial liabilities by category The accounting policies for financial instruments have been applied to the line items below: Group - 2010 Financial liabilities at amortised cost Total R`000 R`000
Other financial liabilities 2 002 2 002 Trade and other payables 10 971 10 971 12 973 12 973 Group - 2009 Financial liabilities at amortised cost Total R`000 R`000
Loans from group companies 110 110 Loans from shareholders 10 10 Other financial liabilities 1 149 1 149 Trade and other payables 9 307 9 307 10 576 10 576 Company - 2010 Financial Total liabilities at
amortised cost R`000 R`000 Loans from group companies 2 671 2 671 Other financial liabilities 2 002 2 002 Trade and other payables 356 356 5 029 5 029 Company - 2009 Financial Total liabilities at amortised cost R`000 R`000
Loans from group companies 1 899 1 899 Trade and other payables 11 943 11 943 13 842 13 842 Group Company
2010 2009 2010 2009 R`000 R`000 R`000 R`000 26. Revenue Sale of goods 2 509 - - - 27. Cost of sales Sale of goods Cost of goods sold 1 215 - - - 28. Operating profit Operating (loss) profit for the year is stated after accounting for the following: Operating lease charges Premises - Contractual amounts 916 518 - - Equipment - Contractual amounts 350 1 578 - - 1 266 2 096 - -
Profit on sale of non-current assets 32 290 (758) 56 000 - Impairment on investment in 200 175 - - associate Amortisation on intangible assets 2 199 772 - - Depreciation on property, plant and 4 326 1 064 - - equipment Employee costs 55 520 25 210 2 888 - Auditors remuneration: Fees for 383 46 - - audit services Capital raising fee - 4 613 - - Loss on non-current assets held for - - - - sale or disposal groups Impairment of intangible assets 9 148 6 - - (Profit)/Loss on foreign exchange (946) (261) - - Group Company 2010 2009 2010 2009
R`000 R`000 R`000 R`000 29. Investment revenue Interest revenue Loans - 39 - - Bank 11 915 29 916 - 55 Other interest 1 341 419 1 341 419 13 256 30 374 1 341 474
30. Finance costs Trade and other payables - 2 - - Finance leases - 47 - - Bank 2 222 - - Department of Mineral Resources 8 - - - 10 271 - - 31. Taxation Major components of the tax expense Current Local income tax - current period 150 644 - - Reconciliation of the tax expense Reconciliation between accounting profit and tax expense. Accounting (loss) profit (56 151) (9 853) 40 873 (7 331) Tax at the applicable tax rate of (15 722) (2 759) 11 444 (2 047) 28% (2009: 28%) Tax effect of adjustments on taxable income (Non-taxable)/non-deductible (9 443) 656 (8 656) - differences Unprovided tax loss 33 752 3 714 - 2 047 Utilisation of unprovided tax loss (6 683) (967) (965) - 1 904 644 1 823 - The income tax rate of 29% in 2008 was reduced to 28% in 2009. Current tax provided relates to the taxable income of Sephaku Development (Pty) Ltd. The other companies in the group have no taxable income for the year ending. 32. Auditors` remuneration R`000 R`000 R`000 R`000 Fees for audit services 385 46 218 5 33. Other comprehensive income Components of other comprehensive income - Group - 2010 Gross Tax Net Non- Net controlling
interest R`000 R`000 R`000 R`000 R`000 Effects of cash flow hedges Gains (losses) on (53 178) - (53 178) 10 636 (42 542) cash flow hedges arising during the year Sephaku Cement (Pty) Ltd entered into an agreement with Sinoma International Engineering Co Limited for the provision of a turnkey cement manufacturing facility at a total cost of USD273m. The first cash flow is a deposit of 20% which is regarded as a firm commitment. The cash flow risk associated with the foreign exchange payment was hedged by means of a foreign exchange contract. Group Company 2010 2009 2010 2009 R`000 R`000 R`000 R`000
34. Cash used in operations (Loss) profit before taxation (56 151) (9 853) 40 873 (7 331) Adjustments for: Depreciation and amortisation 6 525 1 837 - - Profit on sale of non-current (32 290) (758) (56 000) - assets Loss from equity accounted 2 102 1 964 242 - investments Interest received (13 256) (30 374) (1 341) (474) Finance costs 10 271 - - Loans written off 920 - 917 - Impairment of investment in 200 175 - - associate Other non-cash items (229) - - - Movements in provisions 308 - - - Exploration cost written off 9 148 6 - - Share options recorded 2 648 - 2 648 - against salary expense Changes in working capital: Trade and other receivables 13 648 13 042 8 384 (220) Trade and other payables (16 481) 7 693 (11 589) 6 789 (82 898) (15 997) (15 866) (1 236) 35. Tax paid Balance at beginning of the (4 098) (3 454) (1 150) (1 150) year Current tax for the year (150) (644) - - recognised in profit or loss Balance at end of the year 1 746 4 098 1 150 1 150 (2 502) - - - 36. Acquisition of businesses Fair value of assets acquired Property, plant and equipment 21 468 - - - Intangible assets - 11 773 - - Goodwill 3 000 - 3 000 - Trade and other receivables 542 - - - Trade and other payables (10) - - - Tax assets / liabilities (2 151) - - - Inter-company loan accounts (7 632) - - - 15 217 11 773 3 000 -
Consideration paid Cash (22 850) (11 773) (3 000) - Loan accounts 7 633 - - - (15 217) (11 773) (3 000) -
Net cash outflow on acquisition Cash consideration paid (22 850) (11 773) (3 000) - Group Company
2010 2009 2010 2009 R`000 R`000 R`000 R`000 37. Sale of businesses 37.1 Sale of non-equity accounted businesses Carrying value of assets sold Property, plant and equipment (2 597) - - - Intangible assets (370) - - - Retained income (3 713) - - - Loans to directors, managers, (5) - - - employees Investment (6 707) - - - Investment in associates (38 274) - (1 761) - Trade and other receivables (82) - - - Trade and other payables 565 - - - Other loans and receivables (107) - - - Inter-company loans 86 235 - (42 789) - Leave provision 361 - - - Assets of disposal groups (32 880) - - - Other loans (5 270) - (5 270) - Total net assets sold (2 844) - (49 820) - Net assets sold (2 844) - (49 820) - Profit on disposal (32 290) (758) (56 000) - (35 134) (758) (105 820) -
Consideration received Cash - - 30 000 - Debtor 80 000 - 80 000 - Loan accounts (40 437) - - - 39 563 - 110 000 - Net cash outflow on acquisition Cash consideration received - - 30 000 - R`000 R`000 R`000 R`000 38. Commitments Authorised capital expenditure Already contracted for but not provided for Purchase of shares in West - 19 000 - 19 000 Dune Properties (Pty) Ltd Ash Plant 5 147 51 458 5 147 51 458 Sephaku Cement entered into an agreement on 10 December 2008 with PMB M.E.I.P Construction Services CC for the design and construction of the Ash plant to the value of R55 663 443. As part of this agreement two MCS-600 Air Classification systems of USD 1 108 370 are supplied by RSG Inc. Atlanta. The agreement commenced on 19 November 2008. R`000 R`000 R`000 R`000
Operating leases - as lessee (expense) Minimum lease payments due - within one year - 2 018 - - - in second to fifth year - - - - inclusive - 2 018 - Operating lease payments represent rentals payable by the group for certain of its office properties. Leases are negotiated for an average term of seven years and rentals are fixed for an average of three years. No contingent rent is payable. 39. Contingencies Litigation is in the process against the company relating to a dispute with a potential supplier who alleges that the company has verbally agreed to acquire plant and is seeking damages of R 8 000 000. The group`s lawyers and management consider the likelihood of the action against the company being successful as unlikely, and the case should be resolved within the next year. Sephaku Development (Pty) Ltd issued a bank guarantee to the Department of Minerals and Energy for the amount of R6 859 281 to guarantee the potential cost of rehabilitation in respect of a mining right granted. Sephaku Cement (Pty) Ltd has ceded R1 50 000 in favour of ABSA Bank Ltd in respect of ABSA credit card facilities. Sephaku Cement (Pty) Ltd has issued a guarantee for the amount of R410 000 to Eskom for the self built of a temporary electricity supply facility. 40. Related parties Relationships Subsidiaries Refer to note 6 Associates Refer to note 7 Members of key management L Mohuba NR Crafford-Lazarus ME Smit RR Matjiu CR de Wet de Bruin PF Fourie GS Mahlati MM Ngoasheng MG Mahlare D Twist J Bennette JW Wessels Companies with common directors The Makings (Pty) Ltd Sephaku Management (Pty) Ltd Mineral Afrique Plc African Nickel Ltd Related party balances Group Company 2010 2009 2010 2009 R`000 R`000 R`000 R`000 Loan accounts - Owing (to) by related parties Taung Gold Ltd and subsidiaries - (7 731) - - Sephaku Gold Exploration (Pty) Ltd - (161) - (164) African Nickel Holdings (Pty) Ltd (2 002) 12 (2 002) - and subsidiaries African Spirit Trading 364 (Pty) - (1) - - Ltd Golden Dividend 524 (Pty) Ltd (56) (28) (56) - Sephaku Management (Pty) Ltd (24 975) - (79 280) - J Bennette - - - - Amounts included in Trade receivable (Trade Payable) regarding related parties Taung Gold Ltd and subsidiaries - - - - Sephaku Gold Exploration (Pty) Ltd - (586) - - African Nickel Holdings (Pty) Ltd - (632) - - and subsidiaries Golden Dividend 524 (Pty) Ltd - (43) - - Related party transactions Administration fees paid to (received from) related parties Taung Gold Ltd and subsidiaries - 1 796 - - Sephaku Gold Exploration (Pty) Ltd - 12 - - African Nickel Holdings (Pty) Ltd - 233 - - and subsidiaries Golden Dividend 524 (Pty) Ltd - 1 - - Sephaku Management (Pty) Ltd 9 654 - 6 437 -
41. Directors` emoluments Executive 2010 Fees for services as Performance Pension Medical
Remuneration director bonuses fund Aid Total R`000 R`000 R`000 R`000 R`000 R`000 L Mohuba 1 112 - 39 - - 1 151 NR 1 711 - - - - 1 711 Crafford- Lazarus ME Smit 1 391 - - - - 1 391 RR Matjiu 713 - - - - 713 JW 285 - 15 - - 300 Wessels J 450 - 5 - - 455 Bennette 5 662 - 59 - - 5 721 2009 Remuneration Fees for services as Performance Pension Medical director bonuses fund Aid Total
R`000 R`000 R`000 R`000 R`000 R`000 L Mohuba 726 - - - - 726 NR 1 555 - - - - 1 555 Crafford- Lazarus ME Smit 540 823 - - - 1 363 RR Matjiu 648 - - - - 648 J 409 - - - - 409 Bennette 3 878 823 - - - 4 701 Non- executive 2010 Remuneration Fees for services as Performance Pension Medical director bonuses fund Aid Total R`000 R`000 R`000 R`000 R`000 R`000 CR de W - 1 426 39 - - 1 465 de Bruin PF Fourie - 1 892 - 122 55 2 069 D Twist - 1 426 39 - - 1 465 - 4 744 78 122 55 4 999 2009 Remuneration Fees for services as Performance Pension Medical director bonuses fund Aid Total
R`000 R`000 R`000 R`000 R`000 R`000 CR de W 991 - - - - 991 de Bruin D Twist 108 396 - - - 504 GS 280 - - - - 280 Mahlati 1 379 396 - - - 1 775 Details of service contracts None of the directors of the company have written service contracts with the company. Directors are employed by the board and rotate in terms of the Articles of Association. Certain key directors of the subsidiaries are employed on 5 year contracts. 42. Risk management Capital risk management The group`s objectives when managing capital are to safeguard the group`s ability to continue as a going concern in order to provide returns for shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholder, return capital to shareholder, issue new shares or sell assets to reduce debt. Due to the nature of the business and the lack of cash flow the company limits its capital resources to equity only. There are no externally imposed capital requirements. There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year. Financial risk management The group`s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The group`s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group`s financial performance. The group uses derivative financial instruments to hedge certain risk exposures. Risk management is carried out by a central treasury department (group treasury) under policies approved by the board. Group treasury identifies, evaluates and hedges financial risks in close co- operation with the group`s operating units. The board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. Liquidity risk The group`s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an ongoing review of future commitments and credit facilities. Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored. Interest rate risk As the group has no significant interest-bearing assets, the group`s income and operating cash flows are substantially independent of changes in market interest rates. The group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the group calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. Credit risk Credit risk is managed on a group basis. Credit risk consists mainly of cash deposits, cash equivalents, derivative financial instruments and trade debtors. The company only deposits cash with major banks with high quality credit standing and limits exposure to any one counter-party. 42. Foreign exchange risk The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and the Euro. Foreign exchange risk arises from future commercial transactions. The group treasury`s risk management policy is to hedge between 75% and 100% of anticipated cash flows (mainly purchase of capital equipment) in each major foreign currency for the subsequent 6 months. The group reviews its foreign currency exposure, including commitments on an ongoing basis. The company expects its foreign exchange contracts to hedge foreign exchange exposure. The group previously did not have foreign exchange transactions and did not require a hedging policy. 43. Going concern The interim financial results have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. 44. Events after the reporting period The group announced during January 2010 that it will unbundle its exploration assets. This process is currently being planned and shareholders should be given notice of a shareholders meeting to approve the unbundling within the next few weeks. The group has also agreed to raise additional capital through equity and debt for its proposed cement operation. This will also be dealt with in detail in the above mentioned notice to shareholders. Group 2010 2009 R`000 R`000 45. Net asset value per share and earnings per share Net asset value and tangible net asset value per share Total assets 443 867 527 181 Total liabilities (19 517) (14 241) Minority interest (60 578) (83 579) Net asset value attributable to equity holders 363 772 429 361 of parent Goodwill (3 749) (749) Intangible assets (69 123) (47 177) Tangible net asset value 290 900 381 435 Shares in issue 155 804 561 151 081 000 Net asset value per share (cents) 233.48 284.19 Tangible net asset value per share (cents) 186.71 252.47 Earnings and headline earnings per share Reconciliation of basic earnings to diluted earnings and headline earnings: Basic earnings/(loss) and diluted (43 932) (11 046) earnings/(loss) attributable to equity holders of parent Profit on sale of non-current assets (32 290) (758) Impairment of intangible assets 9 148 6 Impairment of investment in associate 200 175 Headline earnings/(loss) attributable to equity (66 874) (11 622) holders of parent Reconciliation of basic weighted average number of shares to diluted weighted average number of shares: Basic weighted average number of shares 155 209 263 124 331 930 Dilutive effect of share options 4 221 875 4 221 875 Diluted weighted average number of shares 159 431 138 128 553 805 Basic earnings/(loss) per share (cents) (28.31) (8.88) Diluted earnings/(loss) per share (cents) (27.56) (8.59) Headline earnings/(loss) per share (cents) (43.09) (9.35) Diluted headline earnings/(loss) per share (41.95) (9.04) (cents) Basic earnings/(loss) per share The calculation of basic earnings/(loss) per share of (28.31) cents (2009: (8.88) cents) is based on earnings/(loss) attributable to equity holders of the parent of (R43 932 166) (2009: (R11 045 802)) and the weighted average of 155 209 263 (2009: 124 331 930) shares in issue during the year. Diluted earnings/(loss) per share The calculation of diluted earnings/(loss) per share of (27.56) cents (2009: (8.59) cents) is based on earnings/(loss) attributable to equity holders of the parent of (R43 932 166) (2009: (R11 045 802)) and the diluted weighted average of 159 431 138 (2009: 128 553 805) shares in issue during the year. Headline earnings/(loss) per share The calculation of headline earnings/(loss) per share of (43.09) cents (2009: (9.35) cents) is based on the headline earnings/(loss) attributable to equity holders of the parent of (R66 873 714) (2009: (R11 622 444)) and the weighted average of 155 209 263 (2009: 124 331 930) shares in issue during the year. Diluted headline earnings/(loss) per share The calculation of diluted headline earnings/(loss) per share of (41.95) cents (2009: (9.04) cents) is based on headline earnings/(loss) attributable to equity holders of the parent of (R66 873 714) (2009: (R11 622 444)) and the diluted weighted average of 159 431 138 (2009: 128 553 805) shares. 46. Segment information Management has determined the operating segments based on the information used by the board to make strategic decisions. The board considers the business primarily from a commodity perspective. The gold and nickel operations are not classified as separate sectors, since the company is not primarily responsible for the strategic decisions to be made in those businesses. The reportable operating segments will derive their revenue primarily from the mining, beneficiation and sale of the relevant minerals. Other services included refer to the revenue gained from supplying infrastructure and services in mining and exploration activities to related companies as well as the commodities which have not yet reached strategic emphasis. Segment information for the Group - 2010 Ash Cement Fluorspar Tin
Segment revenue (3 395) (1 003) - - Segment expense 7 354 64 195 869 443 Segment result 3 959 63 192 869 443 Depreciation 3 514 3 011 - - Interest received - (11 915) - - Finance cost - 2 6 2 Income tax expense - 150 - - Gain on disposal of - - - - assets Loss from equity accounted investments Segment assets 70 097 246 767 33 170 5 616 Total assets includes 52 943 48 146 26 460 451 additions to non-current assets Segment liability (6 819) (43 141) (37 923) (4 394) Coal Other Consolidation adjustment and Total elimination
Segment revenue (516) (1 334) - (6 248) Segment expense 9 465 16 778 - 99 105 Segment result 8 949 15 444 - 92 856 Depreciation - 200 - 6 725 Interest received - (1 341) - (13 256) Finance cost - - - 10 Income tax expense - - - 150 Gain on disposal of - (32 290) - (32 290) assets Loss from equity - 2 101 - 2 101 accounted investments Segment assets 3 845 168 126 (83 755) 443 866 Total assets includes - 4 066 506 132 572 additions to non-current assets Segment liability (15 902) (5 348) 94 010 (19 517) Segment information for the Group - 2009 Cement Fluorspar Tin Coal
Segment revenue (301) - - - Segment expense 22 211 144 194 2 975 Segment result 21 910 144 194 2 975 Depreciation 778 - - - Interest received (25 246) - - - Finance cost 221 - - - Income tax expense 664 - - - Fair value adjustment - - - - Income from equity - - - - accounted investments Fair value adjustment - - - - through profit/loss Loss from discontinued - - - - operations Segment assets 437 091 1 269 (438) (174) Total assets includes 167 372 6 967 4 267 5 884 additions to non-current assets Investment in associates - - - - Non-current assets of - - - - disposal group Segment liabilities (13 986) (2 756) (268) (1 784) Other Consolidation Total adjustment and
elimination Segment revenue - - (301) Segment expense 9 713 (6 236) 29 003 Segment result 9 713 (6 236) 28 702 Depreciation 1 057 - 1 836 Interest received (474) - (25 720) Finance cost - - 221 Income tax expense - - 664 Fair value adjustment 175 - 175 Income from equity 1 964 - 1 964 accounted investments Fair value adjustment (757) - (757) through profit/loss Loss from discontinued 5 269 - 5 269 operations Segment assets 78 672 284 940 801 362 Total assets includes 3 668 319 859 508 018 additions to non-current assets Investment in associates 38 266 - 38 266 Non-current assets of 32 966 (18 848) 14 117 disposal group Segment liabilities (14 183) 18 738 (14 241) Business segments for management purposes are those minerals and commodities regarded as key to the company`s business model and which are actively managed by the company. The company had two associates in Gold and Nickel, but these associates were primarily managed by the majority shareholder and therefore the company did not regard these as reportable segments. The company operates only in South Africa and does not regard geographical segments as reportable. The Other section includes: - unallocated management expenditure and other assets and liabilities; - revenue from other non-group companies for expenditure charged to these companies; - any revenue and expenditure and assets and liabilities in respect of the associate companies exploring for Gold and Nickel; and - any revenue and expenditure and assets and liabilities in respect of the smaller operations in Vanadium, Platinum, Chrome and Diamonds. Date: 31/05/2010 17:50:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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