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VILLAGE MAIN REEF LIMITED - Reviewed provisional condensed consolidated annual financial statements as at 30 June 2012

Release Date: 21/09/2012 08:07
Code(s): VIL     PDF:  
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Reviewed provisional condensed consolidated annual financial statements as at 30 June 2012

VILLAGE MAIN REEF LIMITED
(Incorporated in the Republic of South Africa)
(formerly known as Village Main Reef Gold Mining Company (1934) Limited)
(Registration Number 1934/0057034/06)
Share code: VIL ISIN: ZAE000154761

Reviewed provisional condensed consolidated annual financial statements as at 30 June 2012

Highlights
- Earnings per share of 34.73 cents for 2012 compared to a loss of (290.32) cents for 2011, a turnaround of 112%.
- Special dividend of 30 cents per ordinary share declared and paid.
- Total gold production over a comparable 12 month period increased by 6.6% to 176,278oz (5,483kg)
- Significantly better gold price achieved of R417,267/kg in 2012 compared to R305,397/kg in 2011, a 37% year-
    on-year increase.
- Antimony production at Cons Murch Mine for the year totalled 4,540 tonnes in the first year under Village
    ownership.
- Operating profit increased by 348% to R315.3 million in 2012 compared to R127.1 million operating loss in 2011.
- Net cash generated of R99.4 million in 2012 compared to net cash outflow of R444.8 million in 2011
    representing a year-on-year improvement of 122%.
- Village successfully disposed of a 19.79% equity interest in First Uranium Corporation (FIU) to AngloGold Ashanti
    for R205 million.
- Settlement reached over long-standing dispute with Aberdeen International.
- Part A closure of the Blyvooruitzicht Gold Mining Company Limited (Blyvoor) acquisition successfully concluded
    and Blyvoor consolidated with effect from 1 June 2012.
- Secured Convertible Rand Denominated Mine Waste Solution Rand Notes (MWS Notes) were redeemed in full.

With an exception of an increase in mineral resources as a result of a business combination of Blyvoor as previously
reported, there has been no material changes in the resources as disclosed in the prior year annual report.

Joint CEO Marius Saaiman commented: “We have made significant progress in our first year of operation, which is
evident in our annual results. We report an EPS of 34.73 cents representing a 112% improvement over last year. Our
Tau operations continued to perform well and we are starting to realise the benefits of the improvement project as
anticipated. Profitability has been restored at Consolidated Murchison Mine (Pty)Limited (“Cons”) and at
Buffelsfontein Gold Mines Limited (“Buffels”).We are implementing measures to reduce costs and increase
production. We have made good progress in delivering our promises, we have strengthened our balance sheet and
paid our first dividend. Our focus will now turn to delivery and to realising the value created in our assets.”

Events after the reporting date
On 21 June 2012, Village declared a special dividend amounting to 30 cents per ordinary share to shareholders. On 7
August 2012, the special dividend was paid to shareholders.

The financial information presented was prepared by Jacques Le Roux (qualified chartered accountant), in his
capacity as group financial controller, under the supervision of Sandeep Gandhi (qualified chartered accountant), in
his capacity as chief financial officer.
Reviewed provisional condensed consolidated statement of financial position as at 30 June 2012

                                                                    30 June           Restated
                                                                      2012             30 June
                                                                                        2011*

                                             Notes                 R’000                 R’000
Assets
Non-current assets
Property, plant and equipment                    2                2,274,359          1,701,234
Investment property                                                  17,312             28,859
Investment in rehabilitation trust fund                             160,101            124,558
Intangible assets                                                    83,063             83,063
Financial assets                                                     30,310            343,362
Reimbursive asset                                                   106,338             95,553
Total non-current assets                                          2,671,483          2,376,629
Current assets
Financial assets                                                    418,576              4,750
Trade and other receivables                                         217,296            103,181
Inventories                                                         127,712             44,119
Cash and cash equivalents                                           294,736            196,011
Total current assets                                              1,058,320            348,061
Non-current assets held for sale                                      8,620            251,995
Total assets                                                      3,738,423          2,976,685
Equity and liabilities
Equity
Stated capital                                                      636,500            486,500
Retained earnings                                                 1,255,270          1,242,278
Fair value reserve                                                    20,187            12,146
Non-distributable reserve                                              8,595            32,462
Equity loans                                                          29,252                 -
Minority interest                                                   (12,745)            44,714
Total equity                                                      1,937,059          1,818,100
Non-current liabilities
Financial liabilities                                               172,734            223,510
Deferred tax                                                        113,778             20,458
Provision for environmental rehabilitation                          404,511            282,760
Total Non-current liabilities                                       691,023            526,728
Current liabilities
Financial liabilities                                               170,590            160,890
Trade and other payables                                            605,689            392,744
Shareholders for dividends                                          302,608                  -
Retirement benefit obligations                                        3,368              3,723
Bank overdraft                                                       28,086             28,811
Total current Liabilities                                         1,110,341            586,168
Non-current liabilities held for sale                                     -             45,689
Total liabilities                                                 1,801,364          1,158,585
Total equity and liabilities                                      3,738,423          2,976,685

*In the comparative figures, an amount of R59,8 million has been reclassified from non-current to current assets, to
provide a more accurate and meaningful disclosure. Refer to note 2 for additional details.
Reviewed provisional condensed consolidated statement of comprehensive income for the 12 months ended 30
June 2012

                                                             12 Months        15 Months
                                                                 Ended            ended
                                                                30 June          30 June
                                                                   2012             2011
                                            Notes                 R’000            R’000
Revenue                                                        2,502,099       1,755,258
Cost of sales                                               (2,072,241)      (1,685,090)
Gross profit                                                    429,858           70,168
Other income                                                     78,003           25,492
Operating, administrative and
general expenses                                             (192,571)         (222,760)
Operating profit/(loss)                                        315,290         (127,100)
Investment revenue                                              49,287            77,667
Restructuring costs                                              9,018          (49,629)
Fair value adjustments                                        (63,096)            36,156
Gain on bargain purchase                        4               27,371           154,532
Impairment of assets and associate                            (27,011)       (1,436,895)
Share of loss in associate                                           -         (326,265)
Recycling of FCTR on disposal of
investment in associate                                          32,462                -
Finance cost                                                   (28,655)         (68,951)
Profit/(Loss) from continuing operations 314,666            (1,740,485)
Loss from discontinuing operations                                  (55)        (43,014)
Profit/(Loss )before taxation                                   314,611      (1,783,499)
Taxation                                                            355                -
Profit/(loss) for the period                                    314,966      (1,783,499)
Other comprehensive income:
Fair value adjustments to available
for sale investments                                              8,041              408
Foreign currency translation reserve(FCTR)                     (32,462)         (57,303)
Total comprehensive income for the period                      290,545       (1,840,394)
Profit/(loss)attributable to:
Owners of the parent                                           315,600       (1,783,499)
Non-controlling interest                                         (634)                 -
Profit/(loss) for the period                                   314,966       (1,783,499)
Total comprehensive income attributable to:
Owners of the parent                                           291,179       (1,840,394)
Non-controlling interest                                         (634)                 -
Total comprehensive income for the period                      290,545       (1,840,394)
Basic earnings/(loss) per share
From continuing operations
(cents per share)                               3                 34.73         (290.32)
From discontinuing operations
(cents per share)                                                (0.01)           (7.17)
Diluted earnings/(loss) per share
From continuing operations
(cents per share)                               3                 34.49         (290.32)
From discontinuing operations
(cents per share)                                                (0.01)           (7.17)
Reviewed provisional condensed consolidated statement of cash flows for the 12 months ended 30 June 2012

                                                             12 Months         15 Months
                                                                 Ended             ended
                                                                30 June           30 June
                                                                   2012              2011
                                                                  R’000             R’000
Cash generated from operations                                 251,388           217,244
Finance cost                                                    (6,946)          (59,359)
Investment income                                                49,287            74,180
Tax paid                                                              -                 -
Cash generated from operating activities                       293,729           232,065
Cash flow from investing activities
Purchase of property, plant and equipment                      (245,976)         (268,406)
Proceeds on disposal of assets                                    16,323             2,305
Cash paid in respect of acquisition of Tau Lekoa                       -         (450,000)
Cash invested in MWS Notes                                             -         (296,084)
Proceeds from sale of MWS Notes                                        -            59,500
Proceeds from disposal of FIU shares                             205,061                 -
Payment on behalf of subsidiaries                               (16,111)
Repayment from First Uranium                                         409
Cash and cash equivalents acquired in
business combination/reverse acquisition                           8,270            88,027
Net cash used in investing activities                           (32,024)         (864,658)
Cash flow from financing activities
Loan received from Rand Merchant Bank                                  -           220,000
Repayment of loan from Rand Merchant Bank                              -         (227,000)
Proceeds from Domestic Medium Term Notes                               -           155,000
Repayment of Domestic Medium Term Notes                                -         (157,029)
Advances to pre-sold gold loan                                         -          (95,091)
Loans received from Deutsche Bank                                      -           291,831
Aberdeen loan settlement                                        (73,129)                 -
Repayment of Deutsche Bank loan 2                               (92,763)                 -
Repayment of Deutsche Bank loan 1                               (44,332)                 -
Repayment of finance lease liability                               (840)                 -
Repayment of retirement fund obligation                            (356)                 -
Settlement of call options for Cons Murch                        (4,906)                 -
Increase in IDC Funding for Lesego                                54,071                 -
Net cash (used in)/generated from
financing activities                                           (162,255)          187,711
Net increase/(decrease) in cash
and cash equivalents                                             99,450          (444,882)
Cash and cash equivalents at the
beginning of the period                                         167,200           612,082
Cash and cash equivalents at the
end of the period                                               266,650           167,200
Reviewed provisional condensed consolidated statement of changes in equity for the 12 months ended 30 June 2012


                                             Stated            Retained          Fair value
                                             Capital           Earnings            reserve
2012
Group                                         R’000               R’000             R’000
Balance as at 1 July 2011                   486,500           1,242,278            12,146
Profit/(Loss) for the period                      -             315,600                 -
Recycling of FCTR to the statement
of comprehensive income statement                 -                   -                 -
Other comprehensive income                        -                   -             8,041
Business combination                              -                   -                 -
Inflow of IDC loan drawdown                       -                   -                 -
Dividend declared                                 -           (302,608)                 -
Share options expensed during the year            -                   -                 -
Share capital issued during the year        150,000                   -                 -
Balance as at 30 June 2012                  636,500           1,255,270            20,187

                                            Foreign
                                           Currency                                  Share
                                         Translation              Equity            option
                                            Reserve               Loans            reserve
Group                                         R’000                R’000             R’000
Balance as at 1 July 2011                    32,462                    -                 -
Profit/(Loss) for the period                       -                   -                 -
Release of FCTR to the statement of
comprehensive income statement              (32,462)                   -
Other comprehensive income                        -                    -                 -
Business combination                              -                    -                 -
Inflow of IDC loan drawdown                       -               29,252                 -
Dividend declared                                 -                    -                 -
Share options expensed during the year            -                    -             8,595
Share capital issued during the year              -                    -                 -
Balance as at 30 June 2012                        -               29,252             8,595


                                               Equity               Non-
                                        Attributable          controlling           Total
                             to owners of the parent            interest           Equity
Group                                           R’000              R’000            R’000
Balance as at 1 July 2011                  1,773,386             44,714         1,818,100
Profit/(Loss) for the period                 315,600               (634)          314,966
Release of FCTR to the statement
of comprehensive income statement            (32,462)                              (32,462)
Other comprehensive income                      8,041                  -             8,041
Business combination                                -           (81,644)          (81,644)
Inflow of IDC loan drawdown                    29,252             24,819            54,071
Dividend declared                          (302,608)                   -        (302,608)
Share options expensed during the year          8,595                  -             8,595
Share capital issued during the year         150,000                   -          150,000
Balance as at 30 June 2012                 1,949,804            (12,745)        1,937,059
                                            Stated                 Retained           Fair value
                                            capital                Earnings             reserve
2011
Group                                     R’000                        R’000              R’000
Balance as at 1 April 2010                    -                    3,025,777             11,738
Reverse acquisition share issue         486,500                            -                  -
Loss for the period                           -                  (1,783,499)                  -
Other comprehensive income for the period       -                          -                408
Balance as at 30 June 2011              486,500                    1,242,278             12,146


                                          Foreign
                                         Currency                     Share
                                       Translation                    Equity             option
                                          Reserve                     Loans             reserve
Group                                       R’000                     R’000               R’000
Balance as at 1 April 2010                 89,765                          -                  -
Reverse acquisition share issue                  -                         -                  -
Loss for the period                              -                         -                  -
Other comprehensive income               (57,303)         -                -
Balance as at 30 June 2011                 32,462                          -                   -

                                            Equity                     Non-
                                      Attributable               controlling               Total
                           to owners of the parent                 interest               Equity
Group                                        R’000                    R’000                R’000
Balance as at 1 April 2010               3,127,280                         -          3,127,280
Reverse acquisition share issue            486,500                  44,714              531,214
Loss for the period                    (1,783,499)                         -        (1,783,499)
Other comprehensive income for the period(56,895)                          -            (56,895)
Balance as at 30 June 2011               1,773,386                  44,714            1,818,100


NOTES TO THE REVIEWED PROVISIONAL CONDENSED ANNUAL FINANCIAL STATEMENTS FOR THE 12 MONTHS
ENDED 30 JUNE 2012

1 Significant accounting policies
1.1 General information
Village is a mining group with mining assets in 3 gold operations, Buffelsfontein, Blyvoor and Tau Lekoa, and an
antimony/gold producer in Cons Murch as well as a gold processing plant at Buffelsfontein.
It also has a brownfields Platinum project Lesego Limited (Lesego).
1.2 Basis of Preparation
The reviewed provisional condensed consolidated financial statements are for the twelve months ended 30 June
2012 and have been prepared in accordance with IAS 34 Interim Financial Reporting as well as the AC 500 standards
as issued by the Accounting Practices Board, the JSE Listings Requirements and the requirements of the Companies
Act of South Africa, as amended. They do not include all of the information required in annual financial statements in
accordance with International Financial Reporting Standards, and should be read in conjunction with the
consolidated annual financial statements of the group for the year ended 30 June 2012. These accounting policies
are consistent with the previous annual financial statements. The reviewed provisional condensed consolidated
financial information is a fair and true reflection of the financial position and performance of the company. These
annual financial statements have been reviewed by PricewaterhouseCoopers (PwC) whose unqualified review report
is available for inspection at the group’s registered office.
2 Property, plant and equipment

Group                            Land and buildings   Plant and equipmentFurniture and fittings   Motor vehicles
2012                                          R’000                  R’000              R’000             R’000
Cost as at 1 July 2011                     138,118                131,600             34,280              4,657
Accumulated depreciation and
impairment losses as at 1 July 2011        (11,673)               (28,001)            (17,931)            (683)
Carrying value as at July 2011             126,445                103,599               16,349            3,974
Depreciation                                (4,852)               (16,514)             (4,769)            (128)
Additions                                         -                 22,661               3,673                -
Additions by Business combinations         133,818                  51,323                   -            3,053

Carrying value as at 30 June 2012      255,411                    161,069              15,253             6,899
Cost as at 30 June 2012                271,936                    205,584              37,953             7,710
Accumulated depreciation and impairment
losses as at 30 June 2012             (16,525)                    (44,515)            (22,700)            (811)
Carrying value as at 30 June 2012      255,411                    161,069               15,253            6,899
2011
Cost as at 1 April 2010                   7,981                   118,818              25,410             1,273
Accumulated depreciation and
impairment losses as at 1 April 2010    (1,970)                   (20,425)             (8,737)            (477)
Carrying value as at 1 April 2010         6,011                     98,393             16,673               796
Depreciation                            (2,250)                    (7,576)             (4,782)               (1)
Impairment                              (7,453)                          -             (4,412)            (205)
Additions                               42,610                       9,048             11,765             3,894
Additions by business combination       87,527                       3,734                  96                 -
Disposals                                     -                          -             (2,991)            (510)
Reclassification                              -                          -                   -                 -
Carrying value as at 30 June 2011      126,445                    103,599              16,349             3,974
Cost as at 30 June 2011                138,118                    131,600              34,280             4,657
Accumulated depreciation and impairment
losses as at 30 June 2011             (11,673)                    (28,001)            (17,931)            (683)
Carrying value as at 30 June 2011      126,445                    103,599               16,349            3,974

Group                                Mining assets Computer equipment        Exploration costs             Total
                                                         and software
2012                                        R’000                R’000                  R’000             R’000
Cost as at 1 July 2011                  1,242,125                8,661                398,874         1,958,315
Accumulated depreciation and
impairment losses as at 1 July 2011     (191,211)                  (7,582)                  -         (257,081)
Carrying value as at July 2011          1,050,914                    1,079            398,874         1,701,234
Depreciation                              (99,557)                 (1,193)                  -         (127,013)
Additions                                 169,265                    3,174             63,252           262,025
Additions by Business combinations        249,919                        -                  -           438,113
Carrying value as at 30 June 2012       1,370,541                    3,060            462,126         2,274,359
Cost as at 30 June 2012                 1,661,309                  11,835             462,126         2,658,453
Accumulated depreciation and
impairment losses as at 30 June 2012    (290,768)                  (8,775)                  -         (384,094)
Carrying value as at 30 June 2012       1,370,541                    3,060            462,126         2,274,359
2011
Cost as at 1 April 2010                   558,839                   9,677                1,437          723,435
Accumulated depreciation and
impairment losses as at 1 April 2010     (100,883)                 (7,011)                   -        (139,503)
Carrying value as at 1 April 2010         457,956                     2,666             1,437           583,932
Depreciation                              (84,017)                    (510)                 -           (99,136)
Impairment                                 (6,311)                      (61)                -           (18,442)
Additions                                 647,716                     1,140             2,233           718,406
Additions by business combination           35,570                         -          455,000           581,927
Disposals                                        -                  (2,156)                 -             (5,657)
Reclassification                                                                                         (59,796)
                                           (59,796)
Carrying value as at 30 June 2011        1,050,914                   1,079            398,874          1,701,234
Cost as at
30 June 2011                             1,242,125                   8,661            398,874          1,958,315
Accumulated depreciation and
impairment losses as at 30 June 2011     (191,211)                  (7,582)                 -          (257,081)
Carrying value as at 30 June 2011        1,050,914                    1,079           398,874          1,701,234

Pledged as security
Carrying value of assets pledged as security:
The lower grade gold plant at Buffelsfontein Gold Mines Limited (BGM), which is fully impaired, has been
encumbered as security against the Aberdeen loan.
                                                      -                    -
Motor vehicles                                  1,632                 3,575
Secured by a lease
A register containing the information as required by section 25(3) of the companies regulation of the Companies Act
is available for inspection at the registered office of the Company.
In the prior year comparative figures, an amount of R59,8 million has been reclassified from Non-current Assets to
Current Assets, to provide a more accurate disclosure of the balances.

                                                        Previously reported          Restated
Property, Plant and Equipment                                     1,761,030         1,701,234
Cash and Cash Equivalent                                            170,298           196,011
Trade receivables                                                    69,098           103,181

3.Earnings per share
Reconciliation between earnings /(loss) and headline earnings /(loss):
Net profit/(loss) from continuing operations                                          315,021        (1,740,485)
Net loss from discontinuing operations                                                    (55)          (43,014)
Profit/(loss) for the year                                                            314,966        (1,783,499)
Add back:
Non-controlling interest                                                                 (634)                  -
Attributable to the owners of the parent                                             315,600         (1,783,499)
Impairment of property, plant and equipment                                                  -            18,442
Impairment of investment in associate                                                        -         1,251,213
Impairment in non-current assets held for sale                                         22,362            145,835
Impairment of loans                                                                    27,011             33,536
Gain on disposal of property, plant and equipment                                    (12,527)             (1,865)
Profit on sale of non-current assets held for sale                                   (51,299)                   -
FCTR released through profit and loss                                                (32,462)                   -
Fair value adjustment on investment property                                            2,151
Gain on Bargain Purchase                                                             (27,371)          (154,532)
Headline earnings/(loss) for the year                                                243,465           (490,870)
Basic earnings/(loss) per share (cents) from continuing operations*                     34.73           (290.32)
Basic loss per share (cents) from discontinuing operations*                             (0.01)            (7.17)
Total basic earnings/(loss) per share (cents)*                                          34.72           (297.49)
Diluted earnings/(loss) per share (cents) from continuing operations*                   34.49           (290.32)
Diluted loss per share (cents) from discontinuing operations*                           (0.01)            (7.17)
Total diluted earnings/(loss) per share (cents)*                                             34.48            (297.49)
Headline earnings/(loss) per share (cents) from continuing operations*                       26.79             (76.73)
Headline loss per share (cents) from discontinuing operations*                               (0.01)             (5.15)
Diluted earnings profit/(loss) per share (cents) from
continuing operations*                                                                       26.61              (76.73)
Diluted headline loss per share (cents) from discontinuing operations*                       (0.01)              (5.15)

* Based on weighted average number of shares in issue
Weighted average number of ordinary shares in issue
(excl dilution shares)                                                                    901,575           599,513
Adjusted for:
- Blyvoor acquisition                                                                        7,045                 -
Weighted average number of ordinary shares for earnings per share                         908,620           599,513
Forfeitable share scheme shares issued                                                       6,413                 -
Weighted average number of ordinary shares for diluted
earnings per share                                                                        915,033           599,513
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the year.

4. Business combination (Blyvoor)
On 1 June 2012, the group acquired 74% control of Blyvoor. A binding agreement was concluded, whereby Village,
through its wholly owned subsidiary, Business Venture Investments no 1557 (Proprietary) Ltd acquired all of the
amounts owed to DRDGOLD by Blyvoor (“sale claims”) and all of the ordinary shares in Blyvoor, held by DRDGOLD
(“sale shares”) for a total consideration of R 150 million for the sale claims and R1 respectively. Blyvoor acquisition is
in line with the group’s strategy, to increase Village’s presence in the gold mining industry. The acquisition is also
expected to contribute significantly to the group’s gold delivery.
The negotiated agreement is divided into 2 parts, viz. the Part A and the Part B, sale.
Upon receiving unconditional approval from the Competition Commission on 24 May 2012, the Part A conditions
precedent were successfully concluded. DRDGOLD transferred the Sale Claims to the Purchaser and Village issued 85
714 286 new Village ordinary shares (“Consideration Shares”) to DRDGOLD, on the basis that 65 714 286 of the
Consideration Shares will be held directly by DRDGOLD whilst the remaining 20 000 000 Consideration Shares will be
held by an escrow agent pending the outcome of the conditions precedent applicable to the Part B Sale. DRDGOLD
ceded to Village its right to receive any dividend declared by Blyvoor in respect of the Sale Shares. This was seen as
settling the purchase price of R150 million by way of issuing shares in Village.
The effect being that Village controls 74% of the issued share capital of Blyvoor.
The Part B Sale remains subject to certain conditions precedent.
In accordance with IFRS 3 Blyvoor, which is involved in Gold Mining activities, was acquired and consolidated into
Village with effect from 1 June 2012.
The assets consolidated by Village consisted of
- Non Current Assets comprising Plant, Property and Equipment, Environmental Trust Fund and Financial Assets
- Current Assets comprising Inventories and Trade and other Receivables and cash and cash equivalents
The liabilities assumed by Village were as follows:
- Non current financial liabilities comprising a Shareholder’s loan payable to Village
- Current financial liabilities comprising trade and other payables
The fair value of the net liabilities, shareholder’s loan and non controlling interest acquired total R177,4 million
resulting in a gain on bargain purchase of R27,4million

                                            Blyvoor                    Blyvoor            Village
                                     carrying values                Fair values      Consolidated
                                               R’000                      R’000             R’000
Non-current assets
Property, plant and equipment               104,431                    438,113             438,113
Environmental rehabilitation trust fund      35,136                     35,136              35,136
Financial assets                             11,852                     11,852              11,852
Total non-current assets                    151,419                    485,101             485,101
Inventories                                    62,081                  62,081             62,081
Other Current Assets                           20,460                  20,460             20,460
Total current assets                           82,541                  82,541             82,541
Non-current assets held for sale                    -                       -                  -
Financial liabilities - Shareholder Loan (409,744)                  (409,744)                  -
Financial liabilities - Preference Shares Loan      -               (143,964)          (143,964)
Environmental rehabilitation provision        (46,002)               (77,000)           (77,000)
Deferred Tax Liability                              -                (94,976)           (94,976)
Total non current liabilities               (455,746)               (725,684)          (315,940)
Trade and other payables                    (155,975)               (155,975)          (155,975)
Financial liabilities
Total current liabilities                   (155,975)               (155,975)          (155,975)
Non-current liabilities held for sale               -                       -                  -
Total net assets                            (377,760)               (314,017)             95,727
Non Controlling interest                                                                  81,644
Purchase price                                                                         (150,000)
Gain on Bargain Purchase                                                                  27,371

In terms of the subscription agreement dealing with the preference shares A to C, which has been accounted for as a
contingent liability, there are no fixed terms of repayment in terms of the preference shares. The preference shares
merely provide the preference shareholder with a right to receiving 26 cents in the Rand for every Rand that Blyvoor
repays on its shareholders loan, to a maximum of R409 million in total on the shareholder loan.
In the event that the shareholder loan increases beyond the R 409 million, the preference shareholders do not
participate in any additional repayment.

Transaction costs amounting to R 1.3 million were incurred.

The revenue included in the consolidated statement of comprehensive income since 1 June 2012 amounted to R109
million. Blyvoor contributed to a profit of R1.5 million.

Had Blyvoor been consolidated from 1 July 2011, the consolidated statement of comprehensive income would have
shown revenue of R1,350 million and a profit of R118.8 million as a contribution from Blyvoor.

Accounting for the Business Combination is provisional. This is due to the fact that the determination of the fair
value of assets and liabilities, including the mineral right is still ongoing.

Therefore the results of the Business Combination reflected are subject to change.

5 Segmental reporting
The group’s mining and exploration activities are conducted mainly in the Gauteng, Limpopo and North West
provinces of South Africa. An analysis of the group’s operating segments is geographically set out below. The
segments have been determined from a geographical and product perspective. The group includes operating assets
in three gold operations, Buffelsfontein, Tau Lekoa (the “North West” segment)and Blyvoor (the “Gauteng”
segment), an antimony/gold producer in Cons Murch (the “Limpopo–Cons Murch” segment) and a very exciting
brownflields platinum exploration project in Lesego Platinum Limited (the “Limpopo–Lesego” segment). During the
current financial year the entire group’s gold was sold to the Rand Refinery, while Cons Murch exports its antimony
to India. The board of directors has determined the operating segments, based on the reports that are used to make
strategic decisions. It was determined that an operating segment consists of a shaft or a group of shafts managed by
a single general manager and management team. When assessing performance, the Board considers the revenue,
cash production and operating costs of each segment. Segment assets and liabilities consist of mining assets which
can be attributed to the shaft or group of shafts. Products produced by the operations are not sold internally
between operations. Sales between operations are limited and in such events comprise of plant and equipment and
consumables.
An analysis of the group’s operating segments is geographically set out below based on the requirements of IFRS8:
Segment reporting
2012
                                          Limpopo             Limpopo        North West
                                                                          Buffelsfontein/
                                            Lesego         Cons Murch                Tau
                                             R’000              R’000              R’000
Figures in Rand thousand
Profit/(loss)
Revenue                                            -           331,849         2,060,274
Cost of production                          (3,274)          (312,264)       (1,649,333)
Gross profit/(loss)                         (3,274)             19,586           410,941
Other income                                       -              3,286            25,906
General administrative and overhead expenditure(2,867)        (11,063)         (129,730)
Operating profit                            (6,141)             11,809           307,117
Finance income                                1,628               3,370               146
Restructuring costs                                -                  -             9,018
Net movement in fair value                         -                  -          (98,283)
Impairment of assets and associate investment -                       -          (27,011)
Share of losses of associate                       -                  -                 -
Gain on bargain purchase                           -                  -                 -
Foreign currency translation reserve               -                  -                 -
Finance charges                                    -            (3,309)          (24,847)
Profit/(loss) on ordinary activities        (4,513)             11,869           166,139
Loss from discontinuing operations                 -                  -                 -
Taxation                                    (1,300)                   -                 -
Profit/(loss) for the Year                  (5,813)             11,869           166,139
Other comprehensive income                                                          8,041
Fair value adjustments to available
for sale investments                               -                 -                -
Foreign currency translation reserve               -                 -                -
Total comprehensive profit/(loss) for the year (5,813)          11,869          174,180


2012
                                          Gauteng            Duff Scott
                                           Blyvoor       and Corporate             Total
                                             R’000               R’000             R’000
Figures in Rand thousand
Profit/(loss)
Revenue                                   109,976                    -         2,502,099
Cost of production                      (107,370)                    -       (2,072,241)
Gross profit/(loss)                          2,606                   -           429,858
Other income/(expense)                     (2,640)              51,451            78,003
General administrative and overhead
expenditure                                    (28)           (48,883)         (192,571)
Operating profit/(loss)                        (62)              2,568           315,290
Finance income                                 157              43,986            49,287
Restructuring costs                               -                   -            9,018
Net movement in fair value                        -             35,188          (63,096)
Impairment of assets and associate investment -                       -         (27,011)
Share of losses of associate                      -                   -                 -
Gain on bargain purchase                          -             27,371            27,371
Foreign currency translation reserve              -             32,462            32,462
Finance charges                              (199)               (300)          (28,655)
Profit/(loss) on ordinary activities         (104)            141,275            314,666
Loss from discontinuing operations                -                (55)              (55)
Profit/(loss) before tax                      (104)           141,220          314,611
Taxation                                      1,655                 -              355
Net Profit/(loss) after tax                   1,551           141,220          314,966
Other comprehensive income                         -                -            8,041
Fair value adjustments to available
for sale investments                               -                -                 -
Foreign currency translation reserve               -         (32,462)          (32,462)
Total comprehensive profit/ (loss) for the year 1,551        108,758           290,545


2011
                                          Limpopo            Limpopo        North West
                                                                         Buffelsfontein/
                                            Lesego        Cons Murch                Tau
                                             R’000             R’000              R’000
Figures in Rand thousand
Profit/(loss)
Revenue                                        -                     -        1,755,258
Cost of production                             -                     -      (1,685,090)
Gross profit                                   -                     -            70,168
Other income                                   -                     -            25,045
General administrative and overhead expenditure -                    -        (104,335)
Operating loss                                 -                     -           (9,122)
Finance income                                 -                     -             6,793
Restructuring costs                            -                     -          (49,629)
Net movement in fair value                     -                     -            36,156
Impairment of assets and associate investment -                      -          (40,256)
Share of losses of associate                   -                     -                 -
Gain on bargain purchase                       -                     -                 -
Finance charges                                -                     -          (57,056)
Loss on ordinary activities                    -                     -        (113,114)
Loss from discontinuing operations             -                     -                 -
Other comprehensive income
Fair value adjustments to available
for sale investments                           -                     -              408
Foreign currency translation reserve           -                     -                -
Total comprehensive loss for the year          -                     -        (112,706)

2011
                                          Gauteng           Duff Scott
                                           Blyvoor      and Corporate             Total
                                             R’000              R’000             R’000
Figures in Rand thousand
Revenue                                        -                    -         1,755,258
Cost of production                             -                    -       (1,685,090)
Gross profit                                   -                    -             70,168
Other income                                   -                  447             25,492
General administrative and overhead expenditure -           (118,425)         (222,760)
Operating loss                                 -            (117,978)         (127,100)
Finance income                                 -               70,874             77,667
Restructuring costs                            -                    -           (49,629)
Net movement in fair value                     -                    -             36,156
Impairment of assets and associate investment -           (1,396,639)       (1,436,895)
Share of losses of associate                   -            (326,265)         (326,265)
Gain on bargain purchase                       -              154,532           154,532
Finance charges                               -      (11,895)      (68,951)
Loss on ordinary activities                   -   (1,627,371)   (1,740,485)
Loss from discontinuing operations            -      (43,014)      (43,014)
Other comprehensive income
Fair value adjustments to available
for sale investments                          -             -           408
Foreign currency translation reserve          -      (57,303)      (57,303)
Total comprehensive loss for the year         -   (1,727,688)   (1,840,394)

By order of the Board
VILLAGE MAIN REEF LIMITED
Johannesburg
21 September 2012

Transfer secretaries
Link Market Services South Africa (Pty) Ltd

Auditor
PricewaterhouseCoopers (PwC) Inc

Sponsor
Java Capital

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