Wrap Text
BAU - Bauba Platinum Limited - Reviewed interim results for the six month
period ended 31 December 2010
BAUBA PLATINUM LIMITED
(Formerly Absolute Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: BAU, ISIN: ZAE000145686
("Bauba" or "the Company")
REVIEWED INTERIM RESULTS FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 2010
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2010
Restated Restated
Reviewed Unaudited Unaudited
31 December 31 December 30 June
2010 2009 2010
R 000`s R 000`s R 000`s
ASSETS
Non-current assets 7 274 1 221 1 080
Mineral Rights 6 110 - -
Property, plant and equipment 1 164 1 221 1 077
Investments in associates - - 3
Loans to group companies - - -
Current assets 4 295 7 328 3 138
Inventory - - -
Trade and other receivables 1 788 6 484
Short term loan receivable 3 - -
Cash and cash equivalents 2 504 7 322 2 654
55 372 - -
Disposal group classified as
held for sale
TOTAL ASSETS 66 941 8 550 4 218
EQUITY AND LIABILITIES
Capital and reserves 37 113 8 550 4 218
Share capital 90 510 - -
Share premium 259 116 2 500 2 500
Reverse asset acquisition (280 871) - -
reserve
Dividend declared - (6 151) (6 151)
Accumulated (loss) (31 643) 12 201 7 869
Non-current liabilities - - -
Other financial liabilities - - -
Rehabilitation liability - - -
Current liabilities 5 716 - -
Trade and other payables 3 378 - -
Dividends for shareholders 2 338 -
Liabilities associated with 24 113 -
disposal group classified as
held for sale -
TOTAL EQUITY AND LIABILITIES 66 941 4 218
8 550
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 2010
Restated Restated
Reviewed Unaudited Unaudited
31 December 31 December 30 June
2010 2009 2010
R 000`s R 000`s R 000`s
Revenue - - -
Other Income 21 10 529 10 550
Investment Revenue - - 998
Operating expenditure (31 258) (1 209) (6 559)
General and administrative (5 687) - -
expenses
Profit/(loss) from operations (36 924) 9 320 4 989
for the period
Finance charges (1 081) - -
Interest 111 - -
Dividend income 1 958 - -
Profit/(loss) before taxation (35 936) 9 320 4 989
for the period
Taxation - (615) (615)
Profit/(loss) for the period (35 936) 8 704 4 374
after taxation
Dividend declared - (6 151) (6 151)
Profit/(loss) for the period (804) - -
from operations held for sale
At acquisition elimination 5 718 - -
Profit/(loss) for the period (31 022) 2 553 (1 777)
Non-controlling interest - - -
Fair value loss - - -
(Loss)/Profit per share (cents) (33) 2 (2)
Weighted average shares in issue 93 787 113 541 113 541
(000`s)
Number of shares in issue at the 90 509 113 541
end of the period 113 541
Note: Comparative per share
figures have been restated to
give effect to the share
consolidation.
Headline loss per share
Net (loss)/earnings for the year (31 022) 2 553 (1 777)
Less: Discontinued operations - - -
Headline (loss)/earnings (31 022) 2 553 (1 777)
Headline (loss)/earnings per (33) 2 (2)
share (cents)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE SIX MONTH PERIOD ENDED 31 December 2010
31 December 31 December 30 June
2010 2009 2010
R 000`s R 000`s R 000`s
Net decrease from operating (24 124) (9 982) (16 664)
activities
Net increase from investing 23 974 - 9 357
activities
Net increase/(decrease) from - 1 006 (3 654)
financing activities
Total cash movement of the (150) (8 976) (10 961)
period
Cash and cash equivalents at 2 654 16 298 13 615
beginning of period
Cash and cash equivalents at end 2 504 7 322 2 654
of period
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 2010
Group Share Retained Reserve Total
capital Share Earnings Adjustment
premium
R 000`s R 000`s R 000`s R 000`s
Balance at 31 - 2 499 3 496 5 995
December 2009 -
Shares issued - - - - -
Profit for 6 - - 4 373 4 373
months -
Dividends - - (6 151) - (6 151)
Balance at 30 June - 2 499 1 718 4 218
2010 -
Shares issued 90 510 - - (68 125) 22 385
Share premium on - 256 617 - (212 746) 43 871
issued shares
Net loss for the - - (33 361) (33 361)
year -
Balance at 31 90 510 259116 (31 643) (280 871) (37 113)
December 2010
SEGMENTAL ANALYSIS
Segmental Information
2010 Assets held Corporate Exploration Total
for sale
R`000s
External revenue - 21 - 21
External finance - (1 081) - (1 081)
expense
Results from (804) (5 666) (31 258) (37 728)
operating activities
Total segment assets 55 372 921 10 648 66 941
Total segment (24 113) (3 377) (2 338) (29 828)
liabilities
Depreciation and - 16 - 16
amortisation
Assets held Corporate Exploration Total
for sale
2009
R`000s
External revenue - - 10 529 10 529
External finance - - - -
expense
Results from - - 9 320 9 320
operating activities
Total segment assets - - 8 550 8 550
Total segment - - - -
liabilities
Capital expenditure - - - -
Depreciation and - - 144 144
amortisation
Commentary
The main focus of the Group during the period under review was the development
of the platinum assets ("Bauba Project") acquired though the Asset for Shares
Transaction, which was concluded during the period under review. This
transaction is accounted for as a reverse asset acquisition. These financial
statements reflect the acquisition of the Bauba Project as well as the
activities related to developing the project. The increased losses reflected
in these results were mainly as a result of the costs associated with the
reverse listing and a lower fair value ascribed to the assets held for sale in
the consolidated group.
The Group is continuing with its stated strategy of disposing of its non-core
assets in an orderly fashion as previously announced, however there was no
disposal during this period.
The acquisition of an effective 60% interest in the Houtbosch prospecting
right is still subject to the notarial execution and registration and has not
been concluded, as such it has not been accounted for by the Company in these
interim financial results. As at 31 December 2010 Highland Trading Investments
Limited held 51.4% of the equity of Bauba Platinum.
Exploration
As mentioned above in Section 1, the Group has concentrated its focus on
developing the newly acquired platinum group metal (PGM) assets. To this
effect the Group has continued the exploration drilling programme on the
Southern Cluster properties. A further 2 boreholes, BAU-006 and BAU-012, have
been drilled to the expected depths, both of which have intersected the
Merensky and UG 2 reefs. The core recovered from these holes is in the process
of being logged, sampled and assayed and the results of this work will be
shared with all stakeholders as soon as they are available. This brings to
four the total number of boreholes drilled on the property since April 2010.
To date the grades received have been greater than those reported to
Shareholders in the Circular dated 17 May 2010. Additionally, geophysical
surveys have conducted and data analysis and modelling has led to improved
interpretation of structural features over the property. The interpretation of
the structure as well as the depth of intersection of the reefs is consistent
with that found on the neighbouring properties.
Notes to the Interim consolidated financial statements:
1. Summary of significant accounting policies
The Group is currently involved in exploration activities and has not yet
begun mining operations. On 29 July 2010, Bauba Platinum Limited ("Bauba
Platinum") acquired a majority holding of the issued ordinary shares in
Ndarama Mineral Resources (PTY) Ltd ("Ndarama") and Bauba A Hlabirwa Mining
Investments (PTY) Ltd ("Hlabirwa"). This transaction is accounted for as a
reverse asset acquisition. The principle accounting policies adopted in the
preparation of the interim financial statements are set out below.
2. Basis of preparation
The directors present the reviewed results for the six month period ended 31
December 2010 in accordance with IAS 34 Interim Financial Reporting. The
accounting policies adopted for purposes of this report comply, and have been
consistently applied in all material respects with International Financial
Reporting Standards ("IFRS") and the Companies Act No 61 of 1973 as amended
and the JSE Listings Requirements. These interim results were reviewed by the
Company`s auditors, namely TAG Incorporated. The unmodified review report is
available for inspection at the Company`s registered office.
3. Reverse asset acquisition
During the year Bauba Platinum acquired 100% of Ndarama Mineral Resources
(Proprietary) Limited ("Ndarama") and 25.6% of Hlabirwa Mining Investments
(Proprietary) Limited ("Hlabirwa") giving Bauba Platinum an effective
ownership interest of 60% in Hlabirwa (the Reverse asset acquisition).
Hlabirwa has prospecting rights over numerous properties in the eastern limb
of the Bushveld. In settlement of the acquisition Bauba Platinum issued shares
for the reverse asset acquisition, which resulted in a change of control and a
reverse listing of the new structure.
The substance of the transaction represents a reverse asset acquisition that
is accounted for in terms of IFRS 2, Share-based payments. The effect of the
accounting treatment, as a result of the reverse asset acquisition, is that
even though the consolidated financial statements are issued under the name of
Bauba Platinum, it represents a continuation of Ndarama and Hlabirwa, except
for its capital structure. As a result, the comparative information presented
for the group represents that of the combined Bauba Project.
For the purposes of consolidation at 29 July 2010 the value attributed to
Bauba Platinum under the reverse asset acquisition was R47 715 325, part of
which is a non-recurring asset acquisition and reverse listing expense. The
consideration in a reverse asset acquisition is deemed to have been incurred
by the legal subsidiary, Hlabirwa in the form of equity instruments issued to
the shareholders of the legal parent, Bauba Platinum.
The acquisition-date fair value of the consideration transferred has been
determined by reference to the fair value of the assets acquired in the
reverse asset acquisition.
No dividends were declared by the Company during this reporting period.
4. Issue of shares
The Company placed the following shares during the period under review:
- 68 124 600 shares issued for the reverse asset acquisition
- 6 005 062 shares issued to public shareholders in August 2010 under the
directors` specific authority to issue shares for cash at an average
price of R3.10;
- 234 480 shares issued to related parties at an issue price of R3.14; and
- 133 592 issued to public shareholders in November 2010 under the
directors` specific authority to issue shares for cash at an average
price of R3.21;
5. Segmental information
The company as has classified 3 segments namely,(1) Exploration, being
activities associated with the Bauba Project and platinum exploration, (2)
Assets held for sale, being all the non-core, non-platinum assets that are
currently held for sale as described in the 2010 Annual Report and (3)
corporate expenses, being overhead and corporate expenses incurred.
6. Going concern
The directors have continued to adopt the `going concern` basis for the
preparation of the financial statements. As is common with many junior mining
companies, the company raises money resources for exploration and capital
projects as and when required. There can be no assurance that the Group`s
projects will be fully developed in accordance with current plans or completed
on time or to budget. Future work on the development of these projects may be
adversely affected by factors outside the control of the Group.
As announced with the conclusion of the Reinstatement Agreement the company
has recently raised R8.0 million cash and has a R3.0 million credit facility.
The directors have a reasonable expectation that the group has adequate
resources to continue in operational existence for the foreseeable future.
7. Subsequent events
On the 17 December 2010 the Company published an announcement in which
shareholders were advised that Bauba had received a written notice from the
vendors that were party to the establishment of the Company ("Vendors") in its
current form through a reverse listing ("the Reverse Listing"). The notice
alleged that the Asset for Shares Agreement relating to the Reverse Listing
("Asset for Shares Agreement") had not become unconditional because of a
suspensive condition not having been fulfilled within the stipulated period as
was required. Shareholders were further advised that the Company and the
Vendors had entered into a memorandum of understanding ("MOU") to re-instate
the Asset for Shares Agreement.
On 8 February 2011 the Company announced that it had not been able to reach
agreement with the Vendors on entering into and implementing the Reinstatement
Agreement on materially the same terms and conditions as contained in the MOU.
The Company therefore requested a voluntary suspension of trading in its
shares on the JSE.
The Company and the Vendors subsequently reached agreement as per the
Reinstatement Agreement, which became unconditional on the 25 March 2011 in
accordance with the terms contained therein and that the Asset for Shares
Agreement has consequently been reinstated.
As part of the reinstatement the Company has raised R8.0 million in cash and
has secured a credit facility of R3.0 million. The cash investment was made at
R2.25 per share through the issue of 3 555 556 shares.
Mr G Pitt was appointed as acting chief executive officer as of 8 February
2011 and was subsequently appointed to the board as an executive director on
22 March 2011. Dr M Phosa was reappointed to the board as a non-executive
director effective 28 March 2011. Mr M Rosslee resigned as director of the
company effective 24 February 2011.
On behalf of the Board
J Best GJ Pitt
Chairman Act. Chief executive officer
Johannesburg
18 April 2011
Company Secretary and Registered Office
Arcay Client Support (Proprietary) Limited (Registration
number 1998/025284/07)
Arcay House, 3 Anerley Road, Parktown, Johannesburg (PO Box
62397, Marshalltown, 2107)
Directors
J Best# (Chairman), GJ Pitt (Acting CEO), K Dicks#, Dr NM
Phosa*, S Dolamo#, D Smith#
# - Independent non-executive
* - Non-executive
Sponsor Transfer Office
Arcay Moela Sponsors Computershare Investor Services
(Proprietary) Limited (Proprietary) Limited
Date: 18/04/2011 08:38:01 Supplied by www.sharenet.co.za
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