Wrap Text
Audited Results For The Year Ended 30 June 2012
Simmer and Jack Mines, Limited
(Incorporated in the Rupublic of South Africa)
Registration no: 1924/007778/06
Share code: SIM
ISIN: ZAE000006722
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2012
Salient features
- The year under review saw the conclusion of the sale of Transvaal Gold Mining Estates
Proprietary Limited (TGME) to Stonewall Proprietary Limited (Stonewall). This together
with the initial sale of all Simmer's assets to Village Main Reef Limited (Village), the
year before, leaves Simmer and Jack Mines, Limited (Simmers) as a cash shell status on
the Johannesburg Stock Exchange (JSE), with R41 million in cash at year end.
- The sale of TGME by Simmers to Stonewall became effective on Simmers receiving section
s.11 approval of the transaction by the Department of Mineral Resources on 12 June 2012.
- On the sale of TGME for R25 million in cash, produced a profit on sale of R22,3 million
before tax. Stonewall has indemnified Simmers against any liability that might arise
pertaining to past events and as such, all future risks and rewards arising in TGME are
deemed to have passed to Stonewall.
- The increase in cash on the Simmers balance sheet resulted in a 3,32 cents NAV per
share, after the accounting of the sale of TGME.
- Looking forward, Simmer's is focusing on making strategic acquisitions of existing
businesses in mining supply services on a pan-African basis.
Statement of financial position
As at 30 June 2012
GROUP COMPANY
2012 2011 2012 2011
Notes R'000 R'000 R'000 R'000
ASSETS
Non-current assets
Property, plant and equipment 1 77 77
Investments in subsidiaries 2 40
77 77 40
Current assets
Financial assets 3 2 865 15 697 2 865
Trade and other receivables 4 711 711
Cash and cash equivalents 1 41 416 20 000 41 416 20 000
42 127 22 865 57 824 22 865
Non-current assets held for sale 6 29 605
Total assets 42 204 52 470 57 901 22 905
EQUITY AND LIABILITIES
Equity
Equity attributable to owners of the parent
Share capital and premium 7 581 648 581 648 617 422 617 422
Reserves 340 083 340 083 240 866 240 866
(Accumulated loss) (879 843) (899 458) (800 703) (840 143)
Equity attributable to owners of the
Parent 41 888 22 273 57 585 18 145
Non-controlling interest 1
41 888 22 274 57 585 18 145
Liabilities
Non-current liabilities
Current liabilities
Trade and other payables 9 316 4 760 316 4 760
316 4 760 316 4 760
Non-current liabilities held for sale 6 0 25 436
Total liabilities 316 30 196 316 4 760
Total equity and liabilities 42 204 52 470 57 901 22 905
Statement of comprehensive income
For the year ended 30 June 2012
GROUP COMPANY
12 months 15 months 12 months 15 months
ended ended ended ended
30 June 30 June 30 June 30 June
2012 2011 2012 2011
Notes R'000 R'000 R'000 R'000
Other income 2 364 2 364
General administrative and overhead
expenditure (4 579) (4 579)
Operating loss (2 215) (2 215)
Finance income 997 997
Reversal of impairment 15 698
(Loss)/profit before taxation (1 218) 14 480
Taxation
Loss for the period from continuing
Operations (1 218) 14 480
(Loss)/profit for the period from
discontinued operations 20 833 (2 363 593) 24 960 (2 941 342)
Profit from disposal of assets and
subsidiaries 2 22 348 (407 634) 24 960 (722 746)
Loss on investment in subsidiary 10 (268 880) (268 880)
TGME disposal group 3 (1 515) (23 424)
Simmers disposal group 3 (1 663 654) (1 949 716)
Profit/(loss) for the year/period 19 615 (2 363 593) 39 440 (2 941 342)
Other comprehensive income for the
period from discontinued operations,
net of taxation
Total comprehensive profit/(loss) for
the year/period 19 615 (2 363 593) 39 440 (2 941 342)
Total comprehensive loss
attributable to:
Owners of the parent 19 615 (2 363 593) 39 440 (2 941 342)
Loss/earnings per share from continuing
Operations
Basic (loss)/earnings per share (cents) (0,10) 0,00
Diluted (loss)/earnings per
share (cents) (0,10) 0,00
Earnings/(loss) per share from
discontinued operations
Basic earnings/(loss) per share (cents) 1,56 (190,88)
Diluted earnings/(loss) per
share (cents) 1,56 (190,88)
Earnings/(loss) per share
Basic earnings/(loss) per share (cents) 5 1,56 (190,88)
Diluted earnings/(loss) per
share (cents) 5 1,56 (190,88)
Statement of changes in equity
For the year ended 30 June 2012
Attributable to owners of the parent
Share-based Available-
Share Share payment for-sale
capital premium reserve valuation
R'000 R'000 R'000 R'000
GROUP
Balance at 1 April 2010 23 956 1 207 957 318 683 11 738
Comprehensive loss for the period
Issue of shares for cash 791 36 083
Share issue cost written off against
share premium (687 139)
Disposal of assets and subsidiary (11 738)
Share-based payments 21 400
Total changes for the period 791 (651 056) 21 400 (11 738)
Balance at 30 June 2011 24 747 556 901 340 083
Comprehensive profit for the year
Total changes for the year
Balance at 30 June 2012 24 747 556 901 340 083
Statement of changes in equity
for the year ended 30 June 2012 (continued)
Attributable to owners of the parent
Total
Accumulated attributable
to
Other (loss)/retained owners of
the
reserves income parent
R'000 R'000 R'000
GROUP
Balance at 1 April 2010 89 765 1 464 135 3 116 234
Comprehensive loss for the period (2 363 593) (2 363 593)
Issue of shares for cash 36 874
Share issue cost written off against
share premium (687 139)
Disposal of assets and subsidiary (89 765) (101 503)
Share-based payments 21 400
Total changes for the period (89 765) (2 363 593) (3 093 961)
Balance at 30 June 2011 (899 458) 22 273
Comprehensive profit for the year 19 615 19 615
Total changes for the year 19 615 19 615
Balance at 30 June 2012 (879 843) 41 888
Statement of changes in equity
for the year ended 30 June 2012 (continued)
Non-controlling
Interest Total equity
R'000 R'000
GROUP
Balance at 1 April 2010 1 3 116 235
Comprehensive loss for the period (2 363 593)
Issue of shares for cash 36 874
Share issue cost written off against share premium (687 139)
Disposal of assets and subsidiary (101 503)
Share-based payments 21 400
Total changes for the period (3 093 961)
Balance at 30 June 2011 1 22 274
Comprehensive profit for the year 19 615
Total changes for the year (1) 19 614
Balance at 30 June 2012 41 888
Accumulated
Share-based (loss)/
Share Share payment retained Total
capital premium reserve income equity
R'000 R'000 R'000 R'000 R'000
COMPANY
Balance at 1 April 2010 24 426 1 243 261 237 418 2 101 199 3 606 304
Comprehensive loss for
the period (2 941 342) (2 941 342)
Issue of shares for cash 791 36 083 36 874
Exercise of call and put
Options 3 448 3 448
Share issue cost written
off againstshare premium - (687 139) (687
139)
Total changes for
the period 791 (651 056) 3 448 (2 941 342) (3 588
159)
Balance at 30 June 2011 25 217 592 205 240 866 (840 143) 18 145
Comprehensive profit
for the year 39 440 39 440
Total changes for
the year 39 440 39 440
Balance at 30 June 2012 25 217 592 205 240 866 (800 703) 57 585
Statement of cash flows
For the year ended 30 June 2012
GROUP COMPANY
12 months 15 months 12 months 15 months
ended ended ended ended
30 June 30 June 30 June 30 June
2012 2011 2012 2011
Notes R'000 R'000 R'000 R'000
Cash flows from operating activities
Cash (absorbed)/generated
by operations 12 (7 360) 1 031 480 8 338 696 990
Finance income 997 997
Net cash from operating activities (6 363) 1 031 480 9 335 696 990
Cash flows from investing activities
Purchase of property, plant and
Equipment (86) (86)
Net movement in discontinued
Operations - (911 974) (530 933)
Net movement in loans to group
companies and associates (9 350)
Net decrease/(increase) in
financial assets 2 865 (2 865) (12 833) (2 865)
Proceeds on disposal of assets
held for sale 25 000 25 000
Cash flows from investing activities 27 779 (914 839) 12 081 (543 148)
Cash flows from financing activities
Proceeds from shares issued 36 874 36 874
Repayment of share premium (687 139) (687 139)
Cash flows from financing activities (650 265) (650 265)
Net decrease in cash
and cash equivalents 21 416 (533 624) 21 416 (496 423)
Cash and cash equivalents at the
beginning of the period/year 20 000 632 798 20 000 624 408
Net cash and cash equivalents
included in Simmers disposal group (79 174) (107 985)
Total cash and cash equivalents at
end of the period/year 5 41 416 20 000 41 416 20 000
Accounting policies
1. General information
Simmer and Jack Mines, Limited ("the company" or "Simmers") and its subsidiaries
(together "the group") is a holding company whose main assets are cash.
2. Presentation of financial statements
The financial statements have been prepared in compliance with International Financial
Reporting Standards (IFRS), the AC500 standards as issued by the Accounting Practices
Board or its successor, in terms of IAS 34,requirements of the Companies Act of South
Africa and regulations
of the JSE Limited. The financial statements 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 and contingent obligations and commitments will occur in the
ordinary course of business.
These accounting policies are consistent with the previous year.
Independent auditors
The annual financial statements have been audited by Grant Thornton whose unqualified
audit report is
available for inspection at the group's registered office.
3. Basis of consolidation
Subsidiaries are entities controlled by the company. Control exists when the company has
the power, directly or indirectly, to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. In assessing control, potential
voting rights that presently are exercisable or convertible, are taken into account. The
financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences, until the date that control ceases.
Subsidiaries are recognised at cost less impairment losses in the company's separate
accounts.
Intra-group balances and any unrealised gains and losses or income and expenses arising
from intra-group transactions are eliminated in preparing the consolidated financial
statements. Unrealised gains arising from transactions with associates and jointly
controlled entities are eliminated to the extent of the group's interest in equity.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
Notes to the annual financial statements
For the year ended 30 June 2012
GROUP COMPANY
12 months 15 months 12 months 15 months
ended ended ended ended
30 June 30 June 30 June 30 June
2012 2011 2012 2011
R'000 R'000 R'000 R'000
1. cash and cash equivalents
Cash and cash equivalents consist of:
Cash on hand 1 1
Bank balances 41 415 20 000 41 415 20 000
Closing balance 41 416 20 000 41 416 20 000
2. Disposal of Simmers disposal group and TGME disposal group
A merger transaction between Simmers and Village Main Reef Limited (Village) was approved
by the Simmers and Village shareholders on 25 March 2011. In terms of the merger Simmers
and Village had entered into an agreement in terms of which Village acquired the majority
of the Simmers assets in exchange for Village shares, which were unbundled to Simmers'
shareholders.
The sale assets (collectively referred to as the Simmers disposal group) consisted of:
100% shareholding in and claims on loan account against Simmer and Jack Investments
Proprietary Limited, which is the holding company of Buffelsfontein Gold Mines Limited,
which, in turn, owns the Buffelsfontein Gold Mine, Hartebeesfontein Gold Mine and the
Tau
Lekoa Mine;
60 622 653 common shares in First Uranium Corporation (FIU); and
392 874 Mine Waste Solutions Proprietary Limited (MWS) Notes.
The liabilities assumed by Village were as follows:
all of Simmers' rights and obligations under the Absa Note Programme;
all of Simmers' rights and obligations under the Forward Gold Purchase Transaction;
payment by Village to Simmers of any amount which is or becomes or will become due,
owing and payable by Simmers to any other person under, in terms of or arising out of
the
Absa Note Programme Documents;
payment by Village to Simmers of any amount which is or becomes or will become due,
owing and payable by Simmers to any other person under, in terms of or arising out of
the
Forward Gold Purchase Transaction Documents; and
all loss, liability, damage or expense which Simmers may suffer as a result of or which
may be attributable to any claims arising out of, or connected with, the Aberdeen loan
agreement.
GROUP COMPANY
12 months 15 months 12 months 15 months
ended ended ended ended
30 June 30 June 30 June 30 June
2012 2011 2012 2011
R'000 R'000 R'000 R'000
2. Disposal of Simmers disposal group and
TGME disposal group Continued
This transaction was finalised and
became effective on 27 June 2011.
Carrying value of assets sold
Investment properties 28 859 -
Property, plant and equipment 1 157 551 877
Environmental rehabilitation trust fund 119 853
Financial assets 321 101 321 101
Investment in subsidiaries - 154 556
Available for sale investments 242 674 220 414
Total non-current assets 1 870 038 696 948
Reimbursive assets 70 553
Financial asset 4 750 4 750
Loan ceded to Village Main Reef Limited 249 839 887 982
Inventories 28 221
Cash and cash equivalents (R96 million
is not available for general use) 96 000 107 985
Trade and other receivables 36 780 2 493
Total current assets 486 143 1 003 210
Non-current assets held for sale 31 581
Financial liabilities (230 809)
Environmental rehabilitation provision (239 063)
Total non-current assets (469 872)
Financial liabilities (162 955) (2 469)
Trade and other payables (328 767) (18 924)
Bank overdraft (16 826)
Total current assets (508 548) (21 393)
Non-current liabilities held for sale (45 689)
Total net assets, excluding
cash disposed of 1 363 653 1 678 765
Consideration received 956 019 956 019
Net consideration received 956 019 956 019
Loss on disposal of Simmers
disposal group (407 634) (722 746)
On 9 September 2010, Simmers entered into a agreement with Stonewall Mining Proprietary
Limited (Stonewall) to acquire Transvaal Gold Mining Estates Ltd (TGME), Sabie Mines
Proprietary Limited and Vanaxe Shareblock Proprietary Limited for R25 million. The sale
was subject to a number of conditions, which should have been fulfilled by 28 February
2012 but due to the approval of the Section 11 from the Department of Mining still being
outstanding, extension was granted to accommodate the approval.
GROUP COMPANY
12 months 15 months 12 months 15 months
ended ended ended ended
30 June 30 June 30 June 30 June
2012 2011 2012 2011
R'000 R'000 R'000 R'000
This transaction was finalised and
became effective on the 14 June 2012.
Carrying value of assets sold
Investment properties 6 636
Property, plant and equipment 9 810
Environmental rehabilitation trust fund 8 055
Investment in subsidiaries 40 40
Total non-current assets 24 541 40
Inventories 4 827
Cash and cash equivalents 413
Trade and other receivables 1 125
Total current assets 6 365
Environmental rehabilitation provision (8 691)
Total non-current liabilities (8 691)
Financial liabilities (576)
Trade and other payables (18 987)
Total current liabilities (19 563)
Non-current liabilities held for sale
Total net assets, excluding
cash disposed of 2 652 40
Consideration received 25 000 25 000
Net consideration received 25 000 25 000
Profit on disposal of TGME
disposal group 22 348 24 960
3. Disposal groups classified as held for sale and discontinued operations
TGME disposal
In terms of the agreement, Stonewall has assumed all care and maintenance costs as from
1 September 2010.
On 9 September 2010, Simmers entered into an agreement with Stonewall Mining Proprietary
Limited (refer note 2), which resulted in the operations being disclosed as a
discontinued operation in the prior year on the face of the statement of comprehensive
income.
GROUP COMPANY
12 months 15 months 12 months 15 months
ended ended ended ended
30 June 30 June 30 June 30 June
2012 2011 2012 2011
R'000 R'000 R'000 R'000
Operating results for the current and
prior period as well as the loss from
remeasurement to fair value less cost
to sell are summarised below.
Revenue 53 053 10 451
Cost of production (56 301) (34 120)
Gross loss (3 248) (23 669)
Other income 3 068 4 651
Operating expenses, administrative and
general expenses (1 594) (3 777)
Operating loss (1 774) (22 795)
Investment revenue 734 43
Restructuring costs (876)
Fair value adjustments 2 043
Finance cost (475) (739)
Loss from discontinued operations
before tax (1 515) (22 324)
Tax expense
Loss for the year/period (1 515) (22 324)
Remeasurement to fair value less cost
to sell (1 100)
Tax expense on loss on remeasurement
Loss for the year/period from
discontinued operations (1 515) (23 424)
Simmers disposal group
Operating results for the current and
prior period until the date of disposal
is summarised as follows:
Revenue 1 755 258
Cost of production (1 685 090)
Gross profit 70 168
Other income 70 107 42 141
Operating expenses, administrative and
general expenses (20 088) (237 405)
Impairments (30 905)
Operating profit/(loss) 89 283 (195 264)
Finance income 187 337 72 423
Loss from equity-accounted investment (873 476)
Restructuring costs (49 629) (835)
Fair value adjustments 36 156 (539 540)
Loss on impairment of investment
in associate (972 126) (1 234 680)
Finance charges (178 622) (51 820)
Loss before taxation (1 761 077) (1 949 716)
Taxation
Loss for the period (1 761 077) (1 949 716)
Transfer from other comprehensive
income from prior periods 97 423
Taxation on remeasurement
Loss for the period from
discontinued operations (1 663 654) (1 949 716)
4. Contingencies
PAYE
Simmers has a contingent liability to SARS regarding outstanding PAYE payments amounting
to R3.0 million, against which Village Main Reef has indemnified Simmers should this
contingency materialise. Simmers contends that the contingency arose due to an error on
the part of SARS.
GROUP
12 months 15 months
ended ended
30 June 30 June
2012 2011
R'000 R'000
5. Headline loss
Reconciliation between earnings/(loss) and headline loss:
Basic earnings/(loss) for the year 19 615 (2 363 593)
Add back:
Non-controlling interest
Attributable to the owners of the parent 19 615 (2 363 593)
Impairment of property, plant and equipment 6 311
Loss on disposal of property, plant and equipment (1 865)
Gain on sale of non-current assets held for sale 22 348
Impairment of investment in associate 972 126
Gain on disposal of Simmers disposal group 407 634
Part disposal of investment in associate (50 401)
Reclassification of gains and losses on available for sale
financial assets (97 423)
Post tax loss recognised on measurement to fair value less
cost to sell 1 100
Fair value adjustment investment property (1 442)
Headline loss for the year (2 733) (1 127 553)
Basic profit/(loss) per share (cents)* 1,56 (190,88)
Diluted profit/(loss) per share (cents)* 1,56 (190,88)
Headline loss per share (cents)* (0,22) (91,06)
Diluted headline loss per share (cents)* (0,22) (91,06)
Net asset value per share (cents) 3,32 1,77
* Based on weighted average number of shares in issue
Reconciliation of number of shares issued '000 '000
Reported at 1 April 1 260 858 1 221 318
Shares issued to Simmers Share Trust
Shares issued for cash 39 540
Shares issued at 30 June 1 260 858 1 260 858
Weighted average number of ordinary shares in issue 1 260 858 1 238 239
Adjusted for:
Share options
Weighted average number of ordinary shares for diluted
earnings per share 1 260 858 1 238 239
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.
6. Related parties
Relationships
Holding company Simmer and Jack Mines, Limited
Subsidiaries Bobsat Investments Proprietary Limited
Transvaal Gold Mining Estates Limited
Sabie Mines Proprietary Limited
Caledonian Mining and Exploration Company Proprietary Limited
Vanaxe Share Block Proprietary Limited
Simmer and Jack Mines Limited Share Trust
BEE partner Xelexwa Investments Holdings Proprietary Limited
Formerly Jaganda Holdings Proprietary Limited)
Vulisango Holdings Proprietary Limited
Key management Directors
Refer to directors' report
GROUP COMPANY
12 months 15 months 12 months 15 months
ended ended ended ended
30 June 30 June 30 June 30 June
2012 2011 2012 2011
R'000 R'000 R'000 R'000
Related-party balances
Loan accounts Owing (to)/by related
Parties
Subsidiaries
Bobsat Investments Proprietary Limited 10 10
Transvaal Gold Mining Estates Limited 552 813
Sabie Mines Proprietary Limited 16 941
Caledonian Mining and Exploration
Company Proprietary Limited 8 298 8 298
Vanaxe Share Block Proprietary Limited 603
Related-party transactions
Shared services fees received from
related parties
Subsidiaries
Buffelsfontein Gold Mines Limited (22 284)
Temotuo Rehabilitation Company NPC (23)
Duff Scott Hospital Proprietary Limited (518)
Vanaxe Share Block Proprietary Limited (44)
Associates
First Uranium Proprietary Limited (472)
Ezulwini Mining Company Proprietary
Limited (1 655)
Chemwes Proprietary Limited (1 738)
Other
Margaret Water Company NPC (967)
First Uranium Proprietary Limited 100 1 846
Rent received from
Vulisango Holdings Proprietary Limited 50
Compensation to directors and other
key management
Short-term employee benefits 593 15 639 593 15 639
Termination benefits 4 628 4 628
Share-based payments 3 447 3 447
593 23 714 593 23 714
Share-based payments refer to directors' report for full disclosure.
Refer to directors' report for disclosure of directors' emoluments.
7. Going concern
Simmers intends to continue operating in the broader mining sector and has considered
multiple opportunities. Bridge Capital has been appointed as corporate advisors to assist
in this regard.
The directors of the company foresee the company continuing as a going concern for the
next 12 months.
8. Changes to the board of directors
A number of changes occurred in the composition of the board during the period under
review. Details of these changes as well as those that occurred after period-end are
provided below:
Date of Date of
Name of director appointment resignation
M Ndlovu 9 Dec 2011
D Watson 9 Dec 2011
P Smith 7 Aug 2012
V Watson 28 Apr 2010 14 Dec 2011
K Wakeford 1 Jul 2011
M Saaiman 1 Jul 2010 14 Dec 2011
G Rees 1 Jul 2011
Corporate information
Directors
P Smith (Chairman) Executive
K Wakeford Independent, non-executive
G Rees Independent, non-executive
M Ndlovu Independent, non-executive
D Watson Executive, interim chief executive officer and chief financial
officer
Company Secretary
iThemba Governance and Statutory Solutions Proprietary Limited
Monument Office Park
Suite 5 102
79 Steenbok Avenue
Monument Park
Republic of South Africa
(PO Box 25160, Monument Park, 0105)
Tel: +27 86 111 1010
Fax: +27 86 604 1315
Registered Office
Ground Floor
357 Rivonia Boulevard
Rivonia, 2191
Republic of South Africa
(Postnet Suite 120, Private Bag X51, Rivonia, 2128)
Tel: +27 11 234 2474
Fax: +27 11 234 2008
Transfer Secretaries
South Africa
Computershare Investor Services Proprietary Limited
70 Marshall Street
Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
Republic of South Africa
Tel: +27 11 370 5000
Fax: +27 11 688 7721/2
United Kingdom
Capita Registrars
The Registry
34 Beckenham Road
Beckenham, Kent
BR3 4TU
United Kingdom
Tel: +44 870 162 3100
Fax: +44 208 639 2342
Sponsor
Rand Merchant Bank
A Division of First Rand Bank Limited
1 Merchant Place
Cnr Fredman Drive and Rivonia Road
Sandton, 2196
Republic of South Africa
(PO Box 786273, Sandton, 2146)
Tel: +27 11 282 8000
Fax: +27 11 282 8008/9
Auditors
Grant Thornton
Registered accountants and auditors
Chartered accountants (SA)
South African member firm of Grant Thornton International
137 Daisy Street
Sandown, 2196
(Private Bag X28, Benmore, 2010)
Bankers
Absa Bank Limited
Southdale Branch
63 Alamien Road
Southdale
(PO Box 261001, Excom, 2023)
Listing Details
Simmer and Jack Mines, Limited
Registration no: 1924/007778/06
Share code: SIM
ISIN: ZAE 000006722
www.simmers.co.za
Date: 27/09/2012 11:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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