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Abridged Consolidated Financial Statements and Notice of Annual General Meeting 2013
Village Main Reef Limited
(formerly Village Main Reef Gold Mining Company (1934) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1934/005703/06)
JSE code: VIL ISIN: ZAE000154761
("Village" or "the Company" or "the Group")
ABRIDGED CONSOLIDATED FINANCIAL STATEMENTS AND NOTICE OF ANNUAL GENERAL MEETING 2013
SCOPE OF THE REPORT
The Village Main Reef Abridged Report 2013 contains extracts of key information from the audited Integrated Annual
Report for the year ended 30 June 2013, as well as detail of the date and venue of the annual general meeting of shareholders.
The Abridged Report has been produced for distribution to all shareholders who have elected to receive same.
In developing this report, Village Main Reef (Village) has applied the recommendations of the King Code of and Report on
Governance Principles for South Africa (King III).
Printed copies of the Integrated Annual Report 2013 are available on request from the transfer secretaries (see website
www.villagemainreef.co.za for contact details). The Integrated Annual Report has been prepared under the supervision of Sandeep Gandhi
(Chief Financial Officer for the period under review) and Marius Saaiman (Interim Chief Financial Officer). The financial
statements included in the Integrated Annual Report have been audited by PricewaterhouseCoopers Inc whose unqualified
audit report is available for inspection at the Group's registered office.
Disclaimer
This report may contain certain forward-looking statements concerning
Village's operations, economic performance and financial condition,
and plans and expectations. These statements, including without
limitation, those concerning the economic outlook for the precious
metals, coal and antimony industries and markets, expectations
of precious metals, coal and antimony prices, production, and the
commencement and completion of certain exploration and production
projects, may contain forward-looking views.
Such views involve both known and unknown risks, assumptions,
uncertainties and other important factors that could materially
influence the actual performance of the Company. No assurance can be
given that these views will prove to be correct and no representation
or warranty express or implied is given as to the accuracy or
completeness of such views. Village's future results may differ
materially from past or current results, and actual results may differ
materially from those projected in the forward-looking statements.
Village will not be responsible for any loss or damage howsoever
arising of any nature, including consequential loss or damage suffered
or incurred, directly or indirectly, by the reader or any other person as
a result of the use of, or any reliance on this report or the information
that is contained in it.
The reader hereby agrees that any dispute of whatsoever nature
relating to or arising out of any use of this report, whether directly
or indirectly, shall be governed by the laws of the Republic of South
Africa, and shall be subject to the exclusive jurisdiction of the courts
of the Republic of South Africa.
The reader acknowledges that they have read and understood this
disclaimer and agrees to be bound by the terms and conditions.
Use of this report indicates acceptance of these terms and conditions.
OUR BUSINESS
Village is a South African based, mining and resources investment company, with its ordinary shares listed for trading on the
main board of the JSE under the share code VIL.
The Company's assets are comprised of the following:
- Lesego Platinum a world-class platinum project, 78% owned by Village. Lesego is located on the Eastern Limb of the
Bushveld Igneous Complex (BIC), which contains the greatest concentration of the earth's known platinum group metal
(PGM) resources.
- Cons Murch Mine located in Limpopo Province, and producing antimony with gold as a joint product from its three operating
shafts. Cons Murch is one of the largest global producers of antimony outside China. Village owns a 76.6% interest in Cons Murch.
- Tau Lekoa Mine 100% owned by Village, Tau Lekoa is located in the Klerksdorp goldfields, close to the town of Orkney in
the North West Province.
- Buffels Gold Mine (Buffels) located in the Klerksdorp goldfields of the Witwatersrand Basin, Buffels is 100% owned by
Village. The mine was placed on care and maintenance during the current financial period.
- South Gold Plant operated by Village's wholly-owned subsidiary, Nicolor, processes all underground gold material of the Group.
- Blyvoor Gold Mine located in the Carletonville goldfields of the Witwatersrand Basin, Blyvoor produces gold from both underground
and surface sources. Village has operated Blyvoor since 1 June 2012, and for accounting purposes recognises a 74% ownership.
Post year-end, the Village Board suspended all financial support to Blyvoor and the mine was placed in provisional liquidation.
- Continental Coal (Conti) 16.34% owned by Village, Conti is an Australian listed company with coal assets located in
South Africa.
LETTER FROM THE CHAIRMAN
It is with mixed feelings that I report on the past year, Village Main's fiscal 2013, and the few months
that have followed it. They are mixed feelings as I shall be stepping aside to pass the chairmanship
to Bernard Swanepoel at the coming annual general meeting. It has been a period in which many
difficulties were faced, in which many hard decisions needed to be taken and a period in which
the framework was constructed for a sound future.
We at Village have not been alone in our difficulties. Virtually all of our peers, particularly the smaller mining companies, have
wrestled with similar problems. For some it has been a matter of sheer survival. But where Village has, in my view, proved its
worth has been in its ability not only to survive the rigours and to excise deadwood but also to initiate its transformation into
a diversified resources investment company.
Overshadowing these challenges, remains the continued loss of life at our operations. Five employees lost their lives during this
year. The Board and management team extend their sincere condolences to the families and colleagues of the men who died.
Village has implemented an industry first in the form of centralised safety and health monitors, who are tasked with proactively
improving safety and health, through regular independent audits at all our operations.
Village, it bears repeating, is not a company blindly wedded to a single corporate strategy in a changing world. Our strategy for
some years was to acquire mature mining properties that could be restored to profitability by a nimble company such as ours so
as to create value to be distributed to shareholders. Part of our strategic aim was to sell these restored properties at a profit
and to distribute the proceeds. We were not in the business of retaining mines. But the opportunities we sought have become
fewer in a radically-changing mining environment, leading to our decision 18 months ago to embark on a strategic redirection.
Village has always been about value and we have consistently indicated to the market and to our other stakeholders that
we believed it prudent to diversify away from a pure gold exposure. A strategy of turning high-cost, marginal gold operations
around requires substantial flexibility, something the current South African environment does not offer, given the deep level
of operations; complex and rigid labour laws; unstable union relations; high administered-cost increases and inflexible winter
electricity tariffs; and complex interactions with the regulator. These factors, overlaid with a falling gold price, justify having a
diversified portfolio.
Let me start, then, with the hard decisions the closure during the past year of the Buffelsfontein gold mine and, after the end
of the financial year, that of Blyvooruitzicht. Both closures were unavoidable.
The closure of Buffels and, post year-end, Blyvoor, remain regrettable. Production at Buffels reached levels where the remaining
orebody was not sufficient to justify the costs of developing and opening up new areas, and we had to place the underground
operations on care and maintenance.
At Blyvoor we were faced with a perfect storm over the 12 months we managed this asset. As early as September 2012,
production was impacted by the unprotected strikes throughout the gold mining sector. This, combined with a large seismic
event that destroyed some 40% of the mine's panels, continued rivalry between unions, the steep rise in costs, particularly
during the winter months, and the drop in the gold price, left Village with little option but to stem a growing cash haemorrhage.
In order to avoid misunderstanding about Village's interest in Blyvoor, it is worthwhile restating the facts.
On June 1, 2012 Village entered into a conditional purchase agreement that would allow it to acquire ownership of DRDGold's
74% interest in Blyvoor. There were conditions precedent, namely, the conversion of the old order mining right to a new
order mining right and, subsequently, the consent of the Minister of Mineral Resources, under Section 11 of the Mineral and
Petroleum Resources Development Act (MPRDA), to transfer ownership from DRDGold to Village. These two conditions remain
unfulfilled. Village did not become the legal owner of the (74% of shares) asset, but all losses and profits were for Village's
account under a contractual management agreement during the management period. In terms of IFRS, it was accounted for as
a subsidiary. Essentially, Village found itself subsidising Blyvoor's ongoing losses by way of loans to the mine, a situation that
became increasingly untenable.
We decided that the transfer of ownership was unlikely to proceed and in August 2013, after the 2013 year-end, we decided
that we would no longer throw good money after bad. We explained our decision to the mine's board, and halted our funding.
Underground operations have ceased with no possibility of them being reopened and a liquidator has been appointed.
It is unlikely that Village will be able to recover these loan funds. The issue will only be resolved once the liquidator has sold
the assets of Blyvoor if there are funds remaining after all preferential claims. Village is one of several creditors, as are the
26% BEE partners.
All employees some 1,700 have had their employment contracts suspended at the mine but, for the present, are still housed
at the mine's hostel and village. A decision on their future is in the hands of the liquidator.
Having said that, our experiences at Buffels and Blyvoor underscore the merits of converting Village into a resources and
investment company with a diversified portfolio.
Our strategy at Tau Lekoa is to harvest the mine's remaining gold resource so as to continue generating positive cash flows. We
continue to adhere to our belief that our responsibility is to create wealth to be distributed to shareholders and other stakeholders.
We remain of the opinion that regular dividends, to the extent the operations allow and that are prudent, are just reward to the
capital providers. We have always indicated that, when value is created for our shareholders, we would return it to them. We
did just that through the special dividend declared and the 6% of shares we bought back during the year under review and were
disappointed that the dividend and the share buy-back did not create positive momentum in our share price.
With hindsight, it would certainly have created a larger safety net for Village had we not distributed all of the cash. As the
custodians of the strategy of the company, we consistently aim to create value. I remain firmly of the view that Village's current
share price does not reflect the company's true value. This is, however, no different to our peers in the market, where most
junior mining companies have experienced large devaluations of their share prices.
In the year under review we acquired an initial 16.34% interest in the Australian-listed Continental Coal Limited (Conti).
The fact is that we believe in the fundamentals of thermal coal and in South Africa's place in the international market. Conti is
an experienced operator which has demonstrated its ability to develop new mines in the current environment.
We continue to believe in our strategy to create value for our shareholders, albeit that we have had to tweak this somewhat
over the past 12 months. We will continue to harvest Tau Lekoa and to seek opportunities that will create real value over the
longer term. We believe that a diversified portfolio in the form of a resources investment company can deliver everything we
have been advocating.
To this end, we have restructured and slimmed down our corporate head office so as to provide renewed management energy
and focus to each of the assets in the Village portfolio. Village has seen a number of changes at Board level in line with the
strategy of becoming a resources investment company. As has been announced, I shall be making way for Bernard Swanepoel
to take over as non-executive Chairman. This will allow Bernard the opportunity to remain involved and to guide the strategic
direction of Village, without the responsibility of day-to-day management.
It remains for me to say that it has been a privilege to have served as Chairman of Village and to have been associated with
executives of such calibre. I thank them all for their unfailing support during a period which has made great demands on
everyone involved.
Roy Pitchford
Former Chairman
26 September 2013
DIRECTORS' RESPONSIBILITY AND APPROVAL OF
THE ANNUAL FINANCIAL STATEMENTS
The directors are responsible for the preparation, integrity and fair presentation of the Village Group and Company annual
financial statements and other related financial information included in this report. In presenting the accompanying annual
financial statements, IFRS and the Companies Act have been complied with.
The Village Group consistently adopts appropriate and recognised accounting policies and these are supported by reasonable
and prudent judgements and estimates on a consistent basis.
The directors have reviewed the Group's cash flow forecast for the 12 months to 30 June 2014 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 going concern basis has been adopted in preparing the annual financial
statements. The directors have no reason to believe that the Village Group will not be a going concern in the foreseeable future
based on forecasts and available cash resources. The annual financial statements support the viability of the Village Group.
The external auditors are responsible for independently reviewing and reporting on the Group's financial statements. These
annual financial statements have been audited by an independent auditing firm, PricewaterhouseCoopers Inc, which was given
unrestricted access to all financial records and related data including minutes of all meetings of shareholders, the Board of
directors and committees of the Board. The directors believe that all representations made to the independent auditors during
the audit were valid and appropriate.
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 financial statements.
However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material
misstatement or loss.
The audited annual financial statements for the year ended 30 June 2013 were compiled under the supervision of Mr Marius
Saaiman CA(SA) and Mr Sandeep Gandhi CA(SA).
The annual financial statements were approved by the Board on 26 September 2013 and were signed on its behalf by:
Bernard Swanepoel Ferdi Dippenaar Marius Saaiman
Chairman CEO CFO
DECLARATION BY COMPANY SECRETARY
In terms of section 88(2)(e) of the Companies Act 71 of 2008 as amended, I certify that the Company has lodged with the
Companies and Intellectual Properties Commission, all such returns and notices for the year ended 30 June 2013 as required,
and that all such returns and notices are, to the best of my knowledge and belief, true, correct and up to date.
Charlene Venter
Company secretary
26 September 2013
REMUNERATION POLICY
Executive remuneration policies
Village's executive remuneration policies are designed, within the framework of Village's reward strategy, to attract, motivate,
reward and retain the calibre of executives needed to run the Company successfully, while aligning their interests with those
of shareholders (over the short, medium and long term) and the strategy of the Company.
The guiding strategy is to ensure that executive directors are fairly rewarded for their individual contribution to the Group's
operating and financial performance in line with its corporate objectives and business strategy, and that this reward is aligned
with industry and market benchmarks.
The policies conform to the best practice guidelines contained in the King III Report on Corporate Governance for South Africa,
and international guidelines. The policies are reviewed on an annual basis to ensure that they remain appropriate and aligned
with current best practice.
Policy on guaranteed pay
Village has adopted a total cost of employment (TCOE) philosophy for all salaried employees (which incorporates basic pay, car
allowance, pension, medical aid and other optional benefits). TCOE packages do not include annual cash incentives or long-term
incentives. In essence, this means that salary and bonus increases expressed as a percentage are based on TCOE as opposed
to the cash element only.
The guaranteed packages for executives of the Village Group are deliberately structured to be at or below the lower quartile
of the market.
Policy on performance management
Village has a formal framework for performance management that is linked to and supports the cash incentive bonus scheme. For
executives, performance is linked to strategic delivery and defined financial targets over a six-month period. Thus, performance
is reviewed every second quarter and payments of the cash bonus made accordingly.
Policy on variable pay
Village has adopted a pay mix policy that is strongly oriented towards the philosophy that the performance-based pay of
senior executives should form a greater portion of their expected total compensation than guaranteed pay, and furthermore
that, within the performance-based pay of the most senior executives, the orientation should be towards rewarding long-term
sustainable performance (through long-term and/or share based incentives), more so than operational performance (through
annual cash incentives).
To promote this,
- total guaranteed pay (TGP) levels of the senior executives will be maintained at levels at or below the lower quartile of the market;
- annual incentive cash bonuses will match, percentage wise, accepted market benchmarks, but as they are calculated off a
lower base of guaranteed pay will also be well below par for the market; and
- awards in terms of the long-term (share-based) incentive will be commensurately larger, so as to make up the deficiency (in
relation to market benchmarks) of total target compensation and ensure that Village's remuneration levels remain competitive.
The mix of fixed and variable pay, and the strong orientation in variable pay towards the long term, is thus designed to meet
Village's operational needs and strategic objectives, based on targets that are stretching, verifiable and relevant.
Awards/grants will be governed by Village's pay mix reward strategy in which, inter alia, the 'target reward' or incentive reward
is set for defined categories of executives and senior management.
Note:
Target reward is defined as the present value of the future reward outcome of an award/grant, given the targeted future
performance of the Company and of its share price. It should not be confused with the term 'fair value' which is used when
establishing the accounting cost for reflection in a company's financial statements. Neither should it be confused with the term
'face value' which is used to define the current value of the underlying share at the time of allocation/award/grant.
Policy on incentive bonuses
Senior managerial employees at operations will be highly incentivised to achieve agreed performance and production targets
in the form of quarterly cash bonus schemes based on the operation's generation of profit. Essentially they will be 'profit share
schemes'. They will be paid and calculated quarterly and will contain a carry-over portion in order to minimise manipulation of
results. Each member of the senior management team will receive a share of the profit based on their cost to Company, and the
schemes will have a collective component and an individual component dependent on their achievement of certain individual
performance targets.
Corporate office employees and executive directors will be incentivised with share incentive schemes (long-term incentives)
and bi-annual (December and June) cash incentives (short-term incentives) which will be based on the achievement of agreed
Company objectives and individual performance criteria. The cash bonus schemes will be paid up to a maximum of 50% of the
individual's annual cost to Company.
The main elements of all scorecards have been:
- safety: due regard to the health and safety of employees; a culture of care and accountability for the safety and health of
employees; working safely; abiding by Company operating standards; thorough investigation of all incidents, and appropriate
measures taken; close monitoring of safety statistics; acceptable performance within industry and DMR standards.
- operational performance: agreed plans and targets; appropriate and timeous steps taken to remove any bottlenecks and
resolve problems; specific restructuring and performance interventions to be successfully completed.
- financial performance: generate free cash; reduce losses; strong balance sheet; working capital management; contain
corporate overheads.
- human resources: union and labour relations; participative management; sound remuneration policy; employment equity;
improved demographics.
The mix and the metrics vary, depending on the role. These elements are reviewed bi-annually and refreshed and updated by
the remuneration committee.
For further details, please refer to pages 62 to 66 of the Integrated Annual Report 2013.
AUDIT AND RISK COMMITTEE REPORT
for the year ended 30 June 2013
Introduction
The audit and risk committee presents its report for the financial year ended 30 June 2013. The audit and risk committee is an
independent statutory committee, whose duties are delegated to it by the Board. The committee has conducted its affairs in
compliance with a Board-approved terms of reference, and has discharged its responsibilities contained therein.
Objectives and scope
The overall objectives of the committee are:
- to assist the Board in discharging its duties relating to the safeguarding of assets and the operation of adequate systems
and control processes;
- to control reporting processes and the preparation of financial statements in compliance with the applicable legal and
regulatory requirements and accounting standards;
- to provide a forum for the governance of risk, including control issues and developing recommendations for consideration by
the Board
- to review the Company's internal financial controls and financial risk management systems;
- to oversee the internal and external audit appointments and functions; and
- to perform duties that are attributed to it by the Companies Act, the JSE and King IIl committee performance.
During the year the committee:
- received and reviewed reports from both internal and external auditors concerning the effectiveness of the internal control
environment, systems and processes;
- reviewed the reports of both internal and external audit findings and their concerns arising out of their audits and requested
appropriate responses from management;
- made recommendations to the Board of directors regarding the corrective actions to be taken as a consequence of audit findings;
- considered the independence and objectivity of the external auditors and ensured that the scope of their additional services
provided did not impair their independence;
- reviewed a documented assessment, including key assumptions, prepared by management on the going concern status of
the Company, and accordingly made recommendations to the Board;
- reviewed and recommended for adoption by the Board, the financial information that is publicly disclosed, which included the
Integrated Annual Report for the year ended 30 June 2013 and the interim results for the six months ended 31 December 2012;
- considered the effectiveness of the internal audit and audit plan and monitored adherence of the internal audit to its annual
plan; and
- satisfied itself that the internal audit function is efficient and effective and carried out its duties in an independent manner
in accordance with a Board-approved internal audit charter. The committee is satisfied that it has fulfilled its obligations in
respect of its scope of responsibilities.
Membership
The membership of the committee comprised solely of independent non-executive directors. In addition, the CEO, the CFO,
internal audit partner, and the external auditors are also permanent invitees to the meeting. Details of membership of the
committee can be found on page 56 and the attendance record of the members is also available on page 56. The effectiveness
of the Committee is assessed every two years. As required by the Act, the committee is to be elected by shareholders at the
forthcoming AGM.
External audit
The committee has satisfied itself through enquiry that the auditor of Village Main Reef is independent as defined by the Act. No
material non-audit services were provided by the external auditors during the year under review. The committee has reviewed
the performance of the external auditors and nominated, for approval at the AGM, PricewaterhouseCoopers Inc as the external
auditor for the 2013 financial year. Mr Dion Shango is the designated auditor and, in terms of the rotation requirements of the
Act, 2013 will be his third year as designated auditor of the Company. The committee confirms that the auditor and designated
auditor are accredited by the JSE.
Integrated Annual Report
The audit and risk committee has evaluated the Integrated Annual Report, incorporating the annual financial statements, for
the year ended 30 June 2013. The audit and risk committee has also considered the sustainability information as disclosed
in the Integrated Annual Report and has assessed its consistency with operational and other information known to audit
committee members. The committee has also considered the external assurance providers report and is satisfied that the
information is reliable and consistent with the financial results. The annual financial statements have been prepared using
appropriate accounting policies, which conform to International Financial Reporting Standards. The committee has therefore
recommended the Integrated Annual Report for approval to the Board. The Board has subsequently approved the report and the
annual financial statements, which will be open for discussion at the AGM.
Gerard Kemp
Chairman of the audit and risk committee
26 September 2013
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 June 2013
GROUP
30 June 2013 30 June 2012
R'000 R'000
ASSETS
Non-current assets
Property, plant and equipment 1,447,557 2,274,359
Investment property 24,957 17,312
Investment in rehabilitation trust funds 200,303 160,101
Intangible assets 60,401 83,063
Financial assets 34,259 30,310
Reimbursive assets 115,009 106,338
Total non-current assets 1,882,486 2,671,483
Current assets
Financial assets 1,906 418,576
Trade and other receivables 135,762 217,296
Inventories 98,636 127,712
Cash and cash equivalents 207,314 294,736
Total current assets 443,618 1,058,320
Non-current assets held-for-sale 275 8,620
Total assets 2,326,379 3,738,423
EQUITY AND LIABILITIES
Equity
Stated capital 636,500 636,500
Treasury shares (73,316)
Retained earnings 400,381 1,122,691
Fair value reserve 20,187
Non-distributable reserve 18,180 8,595
Transactions with non-controlling interest 29,252 29,252
Non-controlling interest (180,044) (12,745)
Total equity 830,953 1,804,480
Non-current liabilities
Financial liabilities 11,595 172,734
Deferred tax liability 151,889 246,357
Provision for environmental rehabilitation 101,039 404,511
Total non-current liabilities 264,523 823,602
Current liabilities
Financial liabilities 13,988 170,590
Trade and other payables 735,011 605,689
Retirement benefit obligations 2,900 3,368
Provision for environmental rehabilitation 442,482
Shareholders for dividends 302,608
Bank overdraft 36,522 28,086
Total current liabilities 1,230,903 1,110,341
Total liabilities 1,495,426 1,933,943
Total equity and liabilities 2,326,379 3,738,423
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
at 30 June 2013
GROUP
30 June 2013 30 June 2012
Notes R'000 R'000
Revenue 2,550,187 1,904,408
Cost of sales (2,284,790) (1,393,599)
Gross profit 265,397 510,809
Other income 19,693 34,526
Operating, administrative and general expenses (133,652) (135,577)
Impairment of assets 4 (524,757)
Operating profit/(loss) (373,319) 409,758
Investment income 44,690 49,402
Restructuring costs (32,767) 9,018
Fair value adjustments (23,796) 35,187
Gain on bargain purchase 27,371
Recycling of FCTR on disposal of investment in associate 32,462
Finance cost (30,440) (6,629)
Profit/(loss) from continuing operations (415,632) 556,569
Loss from discontinued operations (566,878) (241,958)
Profit/(loss) before taxation (982,510) 314,611
Taxation 92,901 355
Profit/(loss) for the period (889,609) 314,966
Other comprehensive income/(loss) that will be recycled through profit and loss:
Fair value adjustments to available-for-sale investments (17,086) 8,041
Recycling of fair value reserve (3,101)
Share of associate's foreign currency translation reserve (32,462)
Total comprehensive income/(loss)
for the period (909,796) 290,545
Profit/(loss)attributable to:
Owners of the parent (722,310) 315,600
Non-controlling interest (167,299) (634)
Profit/(loss) for the period (889,609) 314,966
Total comprehensive income/(loss) attributable to:
Owners of the parent (742,497) 291,179
Non-controlling interest (167,299) (634)
Total comprehensive income/(loss) for the period (909,796) 290,545
Basic earnings/(loss) per share attributable to owners of the parent
From continuing operations (cents per share) 5 (16.19) 61.36
From discontinued operations (cents per share) 5 (59.05) (26.63)
Total basic earnings/(loss) per share (75.24) 34.73
Diluted earnings/(loss) per share attributable to owners of the parent
From continuing operations (cents per share) 5 (16.19) 60.93
From discontinued operations (cents per share) 5 (59.05) (26.44)
Total diluted earnings/(loss) per share attributable to owners of the parent (75.24) 34.49
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2013
as at 30 June 2013
Stated Treasury Retained
capital shares earnings
GROUP R'000 R'000 R'000
Balance as at 1 July 2012 636,500 1,122,691
Loss for the period (722,310)
Other comprehensive income
Share options expensed during the year
Shares repurchased (73,316)
Balance as at 30 June 2013 636,500 (73,316) 400,381
as at 30 June 2012
Stated Retained Fair value
capital earnings reserve
GROUP R'000 R'000 R'000
Restated balance as at 1 July 2011 486,500 1,109,699 12,146
Profit/(loss) for the period 315,600
Release of FCTR to the statement of
comprehensive income
Other comprehensive income 8,041
Non-controlling interest acquired in 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 1,122,691 20,187
Transactions with Equity attributable Non-
Fair value non-controlling Non-distributable to the owners controlling
reserve interest reserve of the parent interest Total equity
R'000 R'000 R'000 R'000 R'000 R'000
20,187 29,252 8,595 1,817,225 (12,745) 1,804,480
(722,310) (167,299) (889,609)
(20,187) (20,187) (20,187)
9,585 9,585 9,585
(73,316) (73,316)
29,252 18,180 1,010,997 (180,044) 830,953
Foreign currency Transactions with Equity attributable Non-
translation non-controlling Non-distributable to the owners controlling
reserve interest reserve of the parent interest Total equity
R'000 R'000 R'000 R'000 R'000 R'000
32,462 - 1,640,807 44,714 1,685,521
- 315,600 (634) 314,966
(32,462) - (32,462) (32,462)
- 8,041 - 8,041
- - (81,644) (81,644)
29,252 29,252 24,819 54,071
- (302,608) - (302,608)
- 8,595 8,595 - 8,595
- 150,000 - 150,000
29,252 8,595 1,817,225 (12,745) 1,804,480
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2013
GROUP
30 June 2013 30 June 2012
R'000 R'000
Cash generated from/(utilised in) operations 604,418 465,675
Finance cost (2,729) (6,946)
Investment income 14,359 49,287
Tax paid (8,202)
Cash flow generated from/(utilised in) continuing operations' operating activities 607,846 508,016
Cash flow (utilised in) discontinued operations' operating activities (341,668) (214,287)
Total cash flow from/(utilised in) operating activities 266,178 293,729
Cash flow from investing activities
Purchase of property, plant and equipment (193,269) (210,707)
Proceeds on disposal of property, plant and equipment and investment property 6,185 5,950
Payment of dividend (302,608)
Proceeds from Mine Waste Solution Notes 392,874
Investment in Conti (79,840)
Receipt of dividend from First Uranium 26,286
Proceeds from disposal of FIU shares 205,061
Payment on behalf of subsidiaries (16,111)
Repayment from FIU 409
Cash and cash equivalents acquired in business combinations 8,270
Cash flow (utilised in)/from continuing operations' investing activities (150,372) (7,128)
Cash flow (utilised in)/from discontinued operations' investing activities (76,083) (24,896)
Total cash flow (utilised in)/from investing activities (226,455) (32,024)
Cash flow from financing activities
Repayment of Deutsche Bank loan 2 (133,088) (92,765)
Repayment of Deutsche Bank loan 1 (44,332)
Repayment of finance lease liability (2,026) (840)
Repayment of retirement fund obligation (467) (355)
Settlement of call options for Cons Murch (4,906)
Increase in IDC funding for Lesego 54,071
Cash flow (utilised in)/generated from continuing operations financing activities (135,581) (89,127)
Cash flow (utilised in)/generated from discontinued operations' financing activities (73,128)
Total cash flow (utilised in)/generated from financing activities (135,581) (162,255)
Net increase/(decrease) in cash and cash equivalents (95,858) 99,450
Cash and cash equivalents at the beginning of the period 266,650 167,200
Cash and cash equivalents at the end of the period 170,792 266,650
NOTES TO THE ABRIDGED CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 June 2013
1. SIGNIFICANT ACCOUNTING POLICIES
1.1 General information
Village is a mining company with operating assets in three gold operations: Buffelsfontein, Blyvoor and Tau Lekoa;
an antimony and gold producer in Cons Murch; and a gold-processing plant at Buffelsfontein. Village also has a very
exciting brownfields platinum project, Lesego Platinum.
1.2 Basis of preparation
The abridged consolidated financial statements are prepared in accordance with the requirements of the JSE Limited
Listings Requirements for abridged financial statements and the requirements of the Companies Act applicable to
abridged consolidated financial statements. The Listings Requirements require abridged consolidated financial
statements to be prepared in accordance with the framework concepts, the measurement and recognition requirements
of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee and must also, as a minimum, contain the information required by IAS 34 Interim Financial
Reporting. The accounting policies applied in the preparation of the consolidated financial statements, from which the
abridged consolidated financial statements were derived, are in terms of IFRS and are consistent with the accounting
policies applied in the preparation of the previous consolidated annual financial statements.
1.3 Estimates and accounting policies
The preparation of abridged financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities,
income and expense. Actual results may differ from these estimates. In preparing these summar y consolidated
financial statements, the significant judgements made by management in applying the Group's accounting policies
and the key sources of estimation uncertainty, were the same as those that applied to the consolidated financial
statements for the year ended 30 June 2013.
GROUP
30 June 2013 30 June 2012
R'000 R'000
2. DISCONTINUED OPERATIONS
Buffelsfontein Gold Mines Limited
On 14 May 2013, Village announced the intention to cease underground operations
at the Buffelsfontein Mine. By 30 June 2013 all operations at Buffelsfontein Gold Mines
were ceased and placed on care and maintenance. Buffelsfontein Gold Mines Limited is a
separately identifiable cash-generating unit. Buffelsfontein Gold mines Limited is reported in
the North-West Segment.
An amount of R414 million on the property, plant and equipment items was impaired
under IAS 36: Impairment of assets, as the cash generating unit (Buffels) is seen to
have no value in use as the operations have been ceased, and there is no active market
to determine a fair value on the assets.
Analysis of discontinued operations of the statement of comprehensive income
Revenue 470,309 597,692
Expenses (1,037,187) (839,595)
Total comprehensive (loss) before tax (566,878) (241,903)
Taxation
(Loss) after tax from discontinued operations (566,878) (241,903)
(Loss) for the year from discontinued operations (566,878) (241,903)
(Loss) from Duff Scott (55)
Total loss from discontinued operations (566,878) (241,958)
Analysis of cash flows of the discontinued operations
Cash flows from operating activities (341,668) (224,077)
Cash flows from investing activities (76,083) (14,356)
Cash flows from financing activities (73,128)
GROUP
30 June 2013 30 June 2012
R'000 R'000
3. EQUITY
i. Stated capital
Consideration shares issued by Village as part of the reverse acquisition by Simmers
of Village 597,512 597,512
Share price of Village 1.60 1.60
Representing 66.27% of the market capitalisation of Village 956,019 956,019
Market capitalisation share holding of Village @ 33.73% as at 1 July 636,500 486,500
Additional shares issued for Blyvoor acquisition 150,000
Total stated capital 636,500 636,500
Authorised
5,000,000,000 (2012: 500,000,000)
Ordinary shares of 12.5 cents each
For the 2013 financial year 151,304,171 unissued ordinary shares were under the
control of the directors in terms of a resolution of members passed at the last AGM.
21,405,000 shares were granted during the previous financial year as part of the FSP
share scheme. On 27 June 2013 32,003,001 shares were granted as part of the FSP
share scheme. These shares are held in trust and are subject to vesting conditions.
They have been excluded in the above issued shares reconciliation.
Reconciliation of fully paid-up shares
Shares fully paid 987,289 987,289
FSP shares issued not fully paid up 53,408 21,405
Total number of shares 1,040,697 1,008,694
GROUP
30 June 2013 30 June 2012
R'000 R'000
4. IMPAIRMENT OF ASSETS
Impairment of property, plant and equipment (469,158)
Impairment of Mine Management Agreement (10,000)
Impairment of Conti Coal Investment (45,599)
(524,757)
The impairments relate to:
- Blyvooruitzicht Gold Mining Company: R469 million. The impairment relates to
the property, plant and equipment which was fully impaired at 30 June 2013. The
recoverable amount of the Blyvooruitzicht Gold Mine cash generating unit was
assessed at 30 June 2013 and it was assessed that the cash generating unit should
be impaired to reflect the lower of value in use or net realisable value. The value in
use of the Blyvooruitzicht unit was assessed as negative. Due to the fact that no
active market exists for the cash generating unit, the net realisable value minus cost
to sell is seen as zero and the unit was impaired accordingly.
- Mine Management Agreement: R10 million.
- Conti Coal: R46 million. The investment in Conti Coal was acquired on 18 March 2013,
for a subscription price of R18 million. The investment is accounted for as an
available-for-sale financial asset and measured at fair value with reference to the
closing share price. At 30 June 2013, an impairment of R46 million was recognised
against the investment due to a decline in the share price since acquisition.
GROUP
30 June 2013 30 June 2012
R'000 R'000
5. EARNINGS PER SHARE
Reconciliation between earnings profit/(loss) and headline profit/(loss):
Net profit/(loss) from continuing operations (322,731) 556,924
Net loss from discontinuing operations (566,878) (241,958)
Profit/(loss) for the year (889,609) 314,966
Less:
Non-controlling interest (167,299) (634)
Attributable to the owners of the parent
continuing operations (155,432) 557,558
Impairment of financial assets at fair value through profit/(loss)
Impairment of property, plant and equipment 469,158
Impairment of mining agreement 10,000
Impairment of investment in associate
Impairment in non-current assets held-for-sale 22,362
Impairment of loans
Impairment of investment
Profit on sale of assets (6,185)
Profit on sale of non-current assets held-for-sale (51,299)
FCTR released through profit and loss (32,462)
Impairment of financial assets available-for-sale 45,599
Gain on bargain purchase (27,371)
Headline profit/(loss) for the year from continuing operations 363,140 468,788
Attributable to the owners of the parents
discontinued operations (566,878) (241,958)
Impairment of property, plant and equipment 414,086
Impairments of loans 5,693 27,011
Profit on sale of assets (12,527)
Fair value adjustment on held-for-sale assets 2,151
Headline profit/(loss) for the year from
discontinued operations (147,099) (225,323)
Basic profit/(loss) per share (cents) from continuing operations (16.19) 61.36
Basic profit/(loss) per share (cents) from discontinuing operations (59.05) (26.63)
Total basic profit/(loss) per share (cents) (75.24) 34.73
Diluted profit/(loss) per share (cents) from continuing operations (16.19) 60.93
Diluted profit/(loss) per share (cents) from discontinuing operations (59.05) (26.44)
Total diluted profit/(loss) per share (cents) (75.24) 34.49
Headline profit/(loss) per share (cents) from continuing operations 37.83 51.59
Headline profit/(loss) per share (cents) from discontinuing operations (15.32) (24.80)
Diluted headline profit/(loss) per share (cents) from continuing operations 37.83 51.23
Diluted headline profit/(loss) per share (cents) from discontinuing operations (15.32) (24.62)
Net asset value per share (cents) 79.85 178.89
Note: All earnings/(loss) per share calculations are based on a weighted average number of shares.
Net asset value per share is based on the number of shares in issue.
Reconciliation of number of shares issued '000 '000
Reported at 1 July 987,289 901,575
Shares issued for cash 85,714
Shares issued at 30 June 987,289 987,289
Weighted average number of ordinary shares in issue 987,289 901,575
Adjusted for:
- Blyvoor acquisition 7,045
- Treasury shares (27,292)
Weighted average number of ordinary shares for earnings per share 959,997 908,620
Forfeitable share scheme shares issued. 21,668 6,413
Weighted average number of ordinary shares for diluted earnings per share 981,665 915,033
Notes:
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.
The forfeitable share scheme shares are anti-dilutive instruments, in the 2013 financial year, that have the potential to be dilutive.
6. EVENTS AFTER THE REPORTING DATE
On 30 July 2013, Village announced that its Board of Directors voted to suspend financial assistance to Blyvooruitzicht
Gold Mining Company Limited (Blyvoor) and advised the Board of Directors of Blyvoor accordingly. The operations
of Blyvoor were discontinued and placed in provisional liquidation on 6 August 2013. Blyvoor will be classified as a
discontinued operation for FY2014.
The directors are not aware of any matters or circumstances arising after the reporting period up to the date of this
report, not otherwise dealt with in this report that require an adjustment to the financial results at reporting date.
7. SEGMENTAL REPORTING
7.1 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker, who is the Chief Executive Officer.
All inter-segment transfers are carried out at arm's length prices.
The accounting policies the Group uses for segment reporting under IFRS 8 are the same as those used in its financial
statements.
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 and 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 brownfields platinum exploration
project in Lesego Platinum Limited (the 'Limpopo-Lesego' segment). During the current financial year all of the Group's
gold was sold to the Rand Refinery, while Cons Murch exports its antimony to India.
The Chief Executive Officer has determined the operating segments, based on reports that are used to make strategic
decisions. An analysis of the Group's operating segments is geographically set out below based on the requirements
of IFRS 8: Segment Reporting. When assessing performance, the Chief Executive Officer considers the revenue, cost
of sales, administrative and general expenditure of each segment. 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.
7. SEGMENTAL REPORTING continued
Discontinued
North West Continuing operations
Limpopo Limpopo Tau Lekoa Gauteng operations North West
Lesego Cons Murch and Nicolor Blyvoor Corporate Total Buffels Total
2013 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000
Revenue 336,996 1,480,895 732,296 2,550,187 470,309 3,020,496
Cost of sales (3,718) (316,852) (1,001,853) (962,318) (49) (2,284,790) (663,528) (2,948,318)
Gross profit/(loss) (3,718) 20,144 479,042 (230,022) (49) 265,397 (193,219) 72,178
Other income 288 4,556 7,976 6,873 19,693 26,991 46,684
General administrative and
overhead expenditure (3,414) (24,862) (79,323) 708 (26,761) (133,652) (70,438) (204,090)
Impairment of assets (469,158) (55,599) (524,757) (419,779) (944,536)
Operating profit/(loss) (7,132) (4,430) 404,275 (690,496) (75,536) (373,319) (656,445) (1,029,764)
Investment income 1,280 2,386 1,770 39,254 44,690 22,842 67,532
Restructuring costs (2,903) (28,379) (1,485) (32,767) (62,763) (95,530)
Net movement in fair value (23,796) (23,796) 198,460 174,664
Finance cost (4,088) (3,928) (22,408) (16) (30,440) (68,972) (99,412)
Profit/(loss) before tax (5,852) (6,132) 397,444 (739,513) (61,579) (415,632) (566,878) (982,510)
Taxation 1,072 (445) 92,274 92,901 92,901
Profit/(loss) for the year (5,852) (5,060) 396,999 (647,239) (61,579) (322,731) (566,878) (889,609)
Fair value adjustments
to available for sale
investments (20,187) (20,187)
Total comprehensive
profit/(loss) for the year (5,852) (5,060) 396,999 (647,239) (61,579) (322,731) (587,065) (909,796)
Discontinued
North West Continuing operations
Limpopo Limpopo Tau Lekoa Gauteng operations North West
Lesego Cons Murch and Nicolor Blyvoor Corporate Total Buffels Total
2012 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000
Revenue 331,849 1,462,583 109,976 1,904,408 597,691 2,502,099
Cost of production (3,274) (312,264) (970,691) (107,370) (1,393,599) (678,642) (2,072,241)
Gross profit/(loss) (3,274) 19,585 491,892 2,606 510,809 (80,951) 429,858
Other income 3,286 (17,571) (2,640) 51,451 34,526 43,477 78,003
General administrative and
overhead expenditure (2,867) (11,063) (72,736) (28) (48,883) (135,577) (56,994) (192,571)
Impairment of loans (27,011) (27,011)
Operating profit/(loss) (6,141) 11,808 401,585 (62) 2,568 409,758 (121,479) 288,279
Investment income 1,628 3,370 260 157 43,987 49,402 (115) 49,287
Restructuring costs 9,018 9,018 9,018
Net movement in fair value 35,187 35,187 (98,283) (63,096)
Recycling of FCTR 32,462 32,462 32,462
Gain on bargain purchase 27,371 27,371 27,371
Finance cost (3,309) (2,821) (199) (300) (6,629) (22,026) (28,655)
Profit/(loss) on ordinary
activities (4,513) 11,869 408,042 (104) 141,275 556,569 (241,903) 314,666
Loss from discontinuing
operations (55) (55)
Profit/(loss) before tax (4,513) 11,869 408,042 (104) 141,275 556,569 (241,958) 314,611
Taxation (1,300) 1,655 355 355
Profit/(loss) for the year (5,813) 11,869 408,042 1,551 141,275 556,924 (241,958) 314,966
Other comprehensive
income
Fair value adjustments
to available for sale
investments 8,041 8,041
Foreign currency
translation reserve (32,462) (32,462) (32,462)
Total comprehensive profit/
(loss) for the year (5,813) 11,869 408,042 1,551 108,813 524,462 (233,917) 290,545
BOARD OF DIRECTORS
BERNARD SWANEPOEL (52)
Chief Executive Officer
BSc (Mining Eng), BCom (Hons)
Bernard was appointed as a director of Village on 11 July 2008 and subsequently as Chief Executive Officer (CEO) on
17 May 2010. He acted as joint CEO from 4 May 2012 to 14 May 2013, when he assumed the role of CEO once again.
He started his career with Gengold in 1983, culminating in his appointment as general manager of Beatrix Mines in
1993. After joining Randgold in 1995 as managing director of Harmony mine, Bernard became CEO of Harmony from
1997 to 2007. Bernard is a non-executive board member of Sanlam and African Rainbow Minerals (ARM), a partner of
To The Point Growth Specialists and a non-executive director of Conti Coal.
MARIUS SAAIMAN (42)
Managing Director Platinum
BCom (Hons) (RAU), CA (SA) SAICA
Marius was appointed as Chief Financial Officer (CFO) of Village on 29 June 2011. He was subsequently appointed as joint
CEO on 4 May 2012, a position which he held until 14 May 2013, when he was appointed as the Managing Director of Village
Platinum. Before joining Village, Marius was CFO of Simmer and Jack Mines Limited and in early 2011 stepped in as acting
CEO of Simmers. Prior to this, Marius was responsible for coverage of the resource sector as well as advising on merges
and acquisitions within the sector at Macquarie. Previous positions include investment adviser at African Global Capital,
head of corporate finance and treasury at Kumba Iron Ore and vice president in the corporate finance department at Anglo
American plc.
FERDI DIPPENAAR (52)
Managing Director Gold
BProc, BCom, MBA
Ferdi was appointed as a director of Village on 31 July 2008. He has been employed in various capacities in the mining industry
since 1982, the last being the president and CEO of Great Basin Gold Limited from December 2005 to August 2012. In May
2013, Ferdi was appointed as an executive director of Village and the Managing Director of Village Gold.
DALUBUHLE NCUBE (34)
Managing Director Antimony
BSc Eng (Mining), Pr Eng, CPLD, MBA (Wits), ASAIMM, AAMMSA
Dalu started his career in the South African gold mining industry where he gained experience in shaft pillar and
remnant mining. He held technical and operational management positions at various operations within Harmony
Gold, including a group-wide role for the management of operational improvement projects related to a strategic
focus on cost per tonne reduction. He then joined To The Point Growth Specialists as a technical analyst in 2008.
Dalu later played a pivotal role as part of the To The Point turnaround intervention team at Cons Murch Mine which
eventually led to the acquisition of that mine by Village in March 2011. He was appointed to the Village Board in
July 2008 as a non-executive director and later as an executive director in charge of operations in May 2010, and later, in May
2013, as Managing Director of Village Antimony.
INDEPENDENT NON-EXECUTIVE DIRECTORS
KHETIWE McCLAIN (49)
BA (Fine Arts)
Khetiwe was the CEO and executive chairman of Alexkor Limited, a state-owned diamond mine in Alexander Bay, until
September 2011. She is an executive director of Khusela Women Investments (Pty) Limited of which she is a founding
shareholder. She also sits on the board of trustees of AECI Ltd.
GERARD KEMP (58)
MSc (Mining Eng), DPLR (Unisa), MPd (Unisa),
Mine Surveyor Dip
Gerard was appointed as a non-executive director of Village on 28 June 2011 and as chairman of the audit committee from May
2013. He is currently the CEO of Kaouat Iron Limited. Gerard was previously CEO of the Pamodzi Resources Fund, and prior to
that, director of business development (resources) of Rand Merchant Bank. While a gold analyst at BoE Securities, Gerard was
twice rated the country's top gold analyst. He spent 22 years in Anglo American's gold division, where he headed the mining
economics department of the West Rand region.
OCTAVIA MATLOA (37)
CA (SA)
Octavia is the founder of Matloa and Associates, now Tsidkenu Chartered Accountants Inc. She is currently an audit committee
member of the National Treasury, as well as the Department of Defence and Military Veterans.
NON-EXECUTIVE DIRECTORS
PHIWAYINKOSI MBUYAZI (42)
BSc (Elec Eng) (UCT), BA (PPE) (Oxford)
Phiway's career in the mining industry began in 1994 when he joined De Beers as an engineer. In 2002, he joined Umbono
Capital Partners, a company of which he is a co-founder, and played a role in Umbono's initiatives in serving the mining industry
as corporate advisor. Phiway was CEO of Lesego Platinum and oversaw its initial exploration programme which, at the time,
culminated in the declaration of a 24 million ounce (Moz) 3PGE inferred resource. While Phiway has recently become an author
and a champion of South Africa's indigenous languages, he continues to serve Umbono Capital Partners as a non-executive
director in its mining and minerals investment businesses.
BABA NJENJE (54)
Advanced Diploma in Health Education, Masters in Education for Primary Health Care
Baba was appointed as a non-executive director of Village on 28 June 2011. She is an executive director on the Vulisango board
and holds a number of other non-executive roles.
SHAREHOLDER INFORMATION
MAJOR SHAREHOLDERS (as at 30 June 2013)
Number of shares Percentage
Shareholder directly held of shares
Umbono Financial Services (Pty) Limited 115,949,517 11.14
Xelexwa Investment Holdings (Pty) Limited 73,982,168 7.11
RMB Investments and Advisory (Pty) Limited 68,278,817 6.56
Ergo Mining Operations (Pty) Limited 65,714,286 6.31
Buffelsfontein Gold Mines Limited (Treasury Stock) 60,522,537 5.82
Minex Projects (Pty) Limited 56,810,657 5.46
JCI Investment Finance (Pty) Limited 37,225,626 3.58
To The Point Growth Specialists Investments (Pty) Limited 24,276,222 2.33
DRDGold Limited 20,000,000 1.92
LS Sank 16,206,561 1.56
Total 538,966,392 51.79
INTERESTS OF DIRECTORS (as at 30 June 2013)
Beneficial
direct Beneficial
Beneficial interest/ direct Total
indirect own name interest number of % of issued
Director interest owned FSP(4) shares held share capital
Bernard Swanepoel 22,320,978(1) 6,451,021 17,478,323 46,250,322 4.44
Marius Saaiman 4,250,000(3) 1,750,000 18,051,986 24,051,986 2.31
Phiway Mbuyazi 16,232,529(2) 160,638 16,393,167 1.58
Ferdi Dippenaar 12,287,260 12,287,260 1.18
Dalubuhle Ncube 1,082,612 2,274,049 3,356,661 0.32
Richard de Villiers 682,398 2,695,192 3,377,590 0.32
Sandeep Gandhi 15,253(5) 10,000 1,115,349 1,140,602 0.11
Baba Njenje 20,710,200(6) 20,710,200 1.99
Gerard Kemp 130,500 130,500 0.01
Roy Pitchford 466,794 466,794 0.04
Total 63,528,960 10,733,963 53,902,159 128,165,082 12.32
(1)19,420,978 Held indirectly through To The Point (Pty) Limited; 2,900,000 held indirectly through the Zack Swanepoel Trust.
(2)Held indirectly through Umbono Financial Services (Pty) Limited.
(3)Held indirectly through Saaiman Family Trust.
(4)Held by way of forfeitable share plan (FSP) allocations.
(5)Held indirectly through C Gandhi.
(6)Held indirectly through Vulisango Holdings (Pty) Limited.
PUBLIC/NON-PUBLIC SHAREHOLDERS
% of % of
Number of total Number of total issued
shareholdings shareholders shares share capital
Non-public shareholders 13 0.13 346,676,575 33.31
Directors 8 0.08 66,946,131 6.43
Related holdings 2 0.02 84,798,759 8.15
Simmer and Jack Mines Share Trust 1 0.01 5,000,000 0.48
Empowerment 2 0.02 189,931,685 18.25
Public shareholders 10,281 99.87 694,020,899 66.69
Total 10,294 100.00 1,040,697,474 100.00
SHAREHOLDER ANALYSIS
Number of shares Number of holders
0 1,000 3,620
1,001 10,000 3,833
10,001 100,000 2,306
100,001 1,000,000 460
>1,000,000 75
Total 10,294
CORPORATE INFORMATION
DIRECTORS TRANSFER SECRETARIES
Ferdi Dippenaar (Chief Executive Officer and Link Market Services South Africa (Pty) Limited
Managing Director: Village Gold Division) 13th Floor, Rennie House
Executive 19 Ameshoff Street
Braamfontein, 2001
Marius Saaiman (Interim Chief Financial Officer and (P.O. Box 4844, Johannesburg, 2000)
Managing Director: Village Platinum Division)
Tel: +27 11 713 0800
Executive
Fax: +27 86 674 4381
Dalubuhle Ncube (Managing Director: Antimony Division)
SPONSOR
Executive
Bravura Equity Services (Pty) Ltd
Gerard Kemp 23 Fricker Road
Ground Floor
Independent non-executive director
Suite 2
Khetiwe McClain Illovo, 2196
(P.O. Box 2070, Parklands, 2121)
Independent non-executive director
Tel: +27 11 459 5037
Octavia Matloa
Independent non-executive director AUDITORS
Bernard Swanepoel (Chairman) PricewaterhouseCoopers Inc
Registered Accountants and Auditors
Non-executive director
Chartered Accountants (SA)
Phiway Mbuyazi 2 Eglin Road
Sunninghill, 2157
Non-executive director
(Private Bag x36, Sunninghill, 2157)
Baba Njenje
Non-executive director
BANKERS
ABSA Bank Limited
15 Alice Lane
COMPANY SECRETARY
Sandton, 2196
Charlene Venter
Isle of Houghton LISTING PARTICULARS
First Floor, Old Trafford 1
Village Main Reef Limited
13 Boundary Road
(formerly known as Village Main Reef Gold Mining Company
Houghton Estate
(1934) Limited)
Johannesburg, 2146
(Registration number 1934/005703/06)
(P.O. Box 1539, Houghton, 2041)
Share code: VIL
REGISTERED OFFICE ISIN: ZAE000154761
Isle of Houghton
First Floor, Old Trafford 1
INVESTOR AND PUBLIC RELATIONS
13 Boundary Road Ferdi Dippenaar
Houghton Estate Tel: +27 11 463 2489
Johannesburg, 2146 Email: ferdi@villagemainreef.co.za
(P.O. Box 1539, Houghton, 2041)
NOTICE OF ANNUAL GENERAL MEETING
Shareholders are informed that the Annual General Meeting of shareholders will take place on 01 November 2013, at 10:00 at the Killarney Country Club. Full detail
of the meeting and resolutions to be passed, inclusive of a valid proxy form is included in the Summary Financial Statements and Notice of Annual General meeting
posted to each Village shareholder who has elected to receive same.
Date: 30/09/2013 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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