Wrap Text
Reviewed condensed group annual financial statements for the year ended 31 December 2013
Exxaro Resources Limited
Registration Number: 2000/011076/06
JSE Share code: EXX ISIN: ZAE000084992
ADR code: EXXAY
(“Exxaro” or “the company” or “the group”)
Reviewed condensed group annual financial statements and unreviewed
production and sales volumes information
For the year ended 31 December 2013
2013 group performance in brief
Coal revenue R13,4bn up 11%
Coal net operating profit at R2,8bn up 32%
Equity-accounted investment income of R3,6bn
HEPS of 1 463 cps up 4% Final dividend of 315 CPS
Total dividend of 550 CPS up 10%
LTIFR at 0,19 improvement of 34%
Zero fatalities 14 month record
Coal production (excluding buy-ins) 38,7mt down 3%
19-day industrial action
4,5mt Coal exports up 15%
Portfolio improvement
Mayoka mining convention signed
Zincor refinery sold
NCC sale agreement signed
Condensed group statement of comprehensive income
for the year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Revenue 13 568 12 229
Operating expenses (12 719) (10 885)
Operating profit 849 1 344
Other income 1 594 352
Gains on disposal of non-core assets (note 7, 8) 42
Net operating profit (note 4) 2 443 1 738
Interest income (note 6) 81 138
Interest expense (note 6) (367) (325)
Income from investments 12 3
Share of income from equity-accounted investments 3 631 3 602
Profit before tax 5 800 5 156
Income tax expense (645) (537)
Profit for the year from continuing operations 5 155 4 619
Profit for the year from discontinued operations
(note 7) 1 049 5 028
Profit for the year 6 204 9 647
Other comprehensive income/(loss), net of tax
Items that will not be reclassified to profit or
loss: 150 (181)
– Share of comprehensive income/(loss) of equity-
accounted associates and joint ventures 150 (181)
Items that may be subsequently reclassified to
profit or loss: 270 249
– Unrealised foreign exchange gains/(losses) on
translating foreign operations 537 (33)
– Revaluation of available-for-sale financial assets 100
– Cash flow hedges (21)
– Share of comprehensive (loss)/income of equity-
accounted associates and joint ventures (367) 303
Total other comprehensive income for the year,
net of tax 420 68
Total comprehensive income for the year 6 624 9 715
Profit/(loss) attributable to:
Owners of the parent 6 217 9 677
– continuing operations 5 168 4 634
– discontinued operations 1 049 5 043
Non-controlling interests (13) (30)
– continuing operations (13) (15)
– discontinued operations (15)
Profit for the year 6 204 9 647
Total comprehensive income/(loss) attributable to:
Owners of the parent 6 634 9 745
– continuing operations 5 585 5 706
– discontinued operations 1 049 4 039
Non-controlling interests (10) (30)
– continuing operations (10) (15)
– discontinued operations (15)
Total comprehensive income for the period 6 624 9 715
Aggregate attributable earnings per share (cents)
– basic 1 751 2 734
– diluted 1 746 2 726
Attributable earnings per share continuing
operations (cents)
– basic 1 456 1 309
– diluted 1 452 1 305
Attributable earnings per share discontinued
operations (cents)
– basic 295 1 425
– diluted 294 1 421
Refer to note 10 for details regarding the number of shares.
Reconciliation of group headline earnings
Gross Tax Net
Rm Rm Rm
For the year ended 31 December 2013 (Reviewed)
Profit attributable to owners of the parent 6 217
Adjusted for:
– IFRS 10 Gains on Disposal of Subsidiaries
and Non-core Assets (964) (964)
– IAS 16 Net Losses and Gains on Disposal
of Property, Plant and Equipment 9 (4) 5
– IAS 28 Loss on Dilution of Investment in
Associates 12 12
– IAS 28 Share of Associates’ Separate
Identifiable Remeasurements (114) 2 (112)
– IAS 36 Impairment of Property, Plant and
Equipment 292 (11) 281
– IAS 36 Reversal of Impairment of Property,
Plant and Equipment (247) (247)
– IAS 38 Loss on the Scrapping of Intangible
Assets 2 2
Headline earnings (1 010) (13) 5 194
– continuing operations 5 218
– discontinued operations (24)
For the year ended 31 December 2012 (Audited)
Profit attributable to owners of the parent 9 677
Adjusted for:
– IFRS 10 Gains on Disposal of Subsidiaries
and Non-core Assets (4 034) (4 034)
– IAS 16 Net Gains and Losses on Disposal
of Property, Plant and Equipment (65) 4 (61)
– IAS 28 Excess of Fair Value Over Cost of
Investment in Associate (470) (470)
– IAS 28 Share of Associates’ Gains or Losses
on Disposal of Property, Plant and Equipment (4) 1 (3)
– IAS 36 Reversal of Impairment of Property,
Plant and Equipment (103) 29 (74)
– IAS 38 Gains on Disposal of Intangible Assets (77) (77)
Headline earnings (4 753) 34 4 958
– continuing operations 3 999
– discontinued operations 959
Year ended
31 December
2013 2012
Reviewed Audited
Headline earnings per share aggregate (cents)
– basic 1 463 1 401
– diluted 1 459 1 397
Headline earnings per share from continuing
operations(cents)
– basic 1 470 1 130
– diluted 1 466 1 127
Headline (loss)/earnings per share from discontinued
operations (cents)
– basic (7) 271
– diluted (7) 270
Refer to note 10 for details regarding the number of
shares.
Condensed group statement of financial position
at 31 December
2013 2012
Reviewed Audited
Rm Rm
Assets
Non-current assets 42 461 37 445
Property, plant and equipment 20 342 15 881
Biological assets 72 55
Intangible assets 1 176 962
Investments in associates 16 987 17 154
Investments in joint ventures 861 425
Deferred tax 366 241
Financial assets (note 15) 2 657 2 727
Current assets 4 483 4 972
Inventories 938 776
Trade and other receivables 2 434 2 642
Current tax receivable 82 190
Cash and cash equivalents 1 029 1 364
Non-current assets classified as held-for-sale
(note 14) 342
Total assets 47 286 42 417
Equity and liabilities
Capital and other components of equity
Equity attributable to owners of the parent 34 078 28 794
Non-controlling interests (26) 12
Total equity 34 052 28 806
Non-current liabilities 9 157 8 417
Interest-bearing borrowings (note 17) 3 569 2 761
Non-current provisions 1 863 2 842
Post-retirement employee obligations 149 142
Financial liability 95 106
Deferred tax 3 481 2 566
Current liabilities 3 852 5 194
Trade and other payables 2 867 4 099
Interest-bearing borrowings (note 17) 31 (9)
Current tax payable 131 172
Current provisions 17 121
Overdraft (note 17) 806 811
Non-current liabilities classified as held-for-sale
(note 14) 225
Total equity and liabilities 47 286 42 417
Condensed group statement of cash flows
for the year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Cash flows from operating activities 422 543
– cash generated by operations 2 159 3 969
– interest paid (262) (345)
– interest received 70 208
– tax paid (158) (277)
– dividends paid (1 387) (3 012)
Cash flows from investing activities (1 480) (2 940)
– property, plant and equipment to maintain
operations (1 257) (1 571)
– property, plant and equipment to expand operations (3 507) (3 762)
– proceeds from disposal of property, plant and
equipment 17 77
– proceeds from disposal of subsidiaries 87 81
– proceeds from disposal of intangible assets 77
– proceeds from disposal of financial assets
designated at fair value through profit or loss 5
– investment in intangible assets (201) (36)
– dividends from equity-accounted investments 3 229 4 019
– decrease/(increase) in other non-current assets 222 (16)
– acquisition of subsidiaries (1 421)
– investment in associates and joint ventures (82) (396)
– income from investments 12 3
Cash flows from financing activities 715 (1 291)
– proceeds from issuance of share capital 14 15
– consideration paid to non-controlling interests (96) (1 181)
– interest-bearing borrowings raised 800 5 800
– interest-bearing borrowings repaid (5 925)
– other financing activities (3)
Net decrease in cash and cash equivalents (343) (3 688)
Cash and cash equivalents at beginning of the year 553 4 118
Translation difference on movement in cash and
cash equivalents 13 123
Cash and cash equivalents end of the year 223 553
– Cash and cash equivalents 1 029 1 364
– Overdraft (806) (811)
Refer note 7 for cash flows from discontinued
operations.
Group statement of changes in equity
for the year ended 31 December
Other components of equity
Foreign Financial
Share currency instruments Equity-
capital translations revaluation settled
Rm Rm Rm Rm
At 1 January 2012 (Audited) 2 359 1 585 196 1 412
Profit/(loss) for the year
Other comprehensive loss (33) (21)
Share of comprehensive
income of associates 118 (17) 94
Issue of share capital1 15
Share-based payments
movements (183)
Acquisition of subsidiaries
Acquisition of non-controlling
interest
Dividends paid
Disposal of subsidiaries (459) (137) (23)
Balance at 31 December
2012 (Audited) 2 374 1 211 21 1 300
Profit/(loss) for the year
Other comprehensive
income/(loss) 534
Share of comprehensive
income of associates (819) 289 110
Issue of share capital2 22
Share-based payments
movement 83
Dividends paid
Acquisition of non-
controlling interest
Balance at 31 December
2013 (Reviewed) 2 396 926 310 1 493
Other components of equity
Retirement Available-
benefit for-sale Retained
obligation revaluations Other earnings
Rm Rm Rm Rm
At 1 January 2012 (Audited) 1 8 18 027
Profit/(loss) for the year 9 677
Other comprehensive loss
Share of comprehensive income
of associates (164) (1) 92
Issue of share capital1
Share-based payments movements
Acquisition of subsidiaries
Acquisition of non-controlling
interest (740)
Dividends paid (3 012)
Disposal of subsidiaries
Balance at 31 December 2012
(Audited) (163) (733) 24 784
Profit/(loss) for the year 6 217
Other comprehensive
income/(loss) 100
Share of comprehensive income
of associates 150 (1) 54
Issue of share capital2
Share-based payments movement
Dividends paid (1 387)
Acquisition of non-controlling
interest (68)
Balance at 31 December 2013
(Reviewed) (13) 100 (802) 29 668
Attributable
to owners Non-
of the controlling Total
parent interests equity
Rm Rm Rm
At 1 January 2012 (Audited) 23 588 20 23 608
Profit/(loss) for the year 9 677 (30) 9 647
Other comprehensive loss (54) (54)
Share of comprehensive income
of associates 122 122
Issue of share capital1 15 15
Share-based payments movements (183) (183)
Acquisition of subsidiaries 468 468
Acquisition of non-controlling
interest (740) (441) (1 181)
Dividends paid (3 012) (3 012)
Disposal of subsidiaries (619) (5) (624)
Balance at 31 December 2012 (Audited) 28 794 12 28 806
Profit/(loss) for the year 6 217 (13) 6 204
Other comprehensive income/(loss) 634 3 637
Share of comprehensive income
of associates (217) (217)
Issue of share capital2 22 22
Share-based payments movement 83 83
Dividends paid (1 387) (1 387)
Acquisition of non-controlling
interest (68) (28) (96)
Balance at 31 December 2013
(Reviewed) 34 078 (26) 34 052
1 Issued to the Kumba Resources Management
Share Trust due to options exercised (R15 million).
2 Issued to the Kumba Resources Management Share Trust due to options exercised
(R14 million) and vesting of Mpower 2012 shares to good leavers (R8 million).
Final dividend paid per share (cents) in respect of the 2012
financial year 150
Dividend paid per share (cents) in respect of the 2013 interim period 235
Final dividend payable per share (cents) in respect of 2013 financial
year 315
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange
differences arising from the translation of the financial statements of
foreign entities within the group.
Financial instruments revaluation reserve
The financial instruments revaluation reserve comprises the effective portion
of the cumulative net change in the fair value of cash flow hedging instruments
where the hedged transaction has not yet occurred. Equity-settled reserve
The equity-settled reserve represents the fair value of services received and
settled by equity instruments granted.
Post-retirement benefit obligation reserve
Actuarial gains and losses on the post-retirement obligation.
Available-for-sale revaluations reserve
Comprises of the fair value adjustments based on latest fair value
calculations performed, on the investments in Richards Bay Coal Terminal (RBCT)
(R54 million) and Chifeng Kumba Hongye Zinc Corporation Limited (Chifeng)
(R46 million) (refer note 15).
Other reserves
Comprises transactions with non-controlling interests (refer note 11).
Notes to the reviewed condensed group annual financial statements for the year
ended 31 December
1. Corporate information
Exxaro Resources Limited (Exxaro), a public company incorporated in South
Africa, is a large diversified resources group, with interests in the coal
(controlled and non-controlled), titanium dioxide (non-controlled), ferrous
(controlled and non-controlled) and energy (controlled and non- controlled)
markets. These condensed group annual financial statements as at and for the
year ended 31 December 2013 comprise of the company and its subsidiaries
(together referred to as the group) and the group’s interest in associates and
joint ventures.
The reviewed condensed group annual financial statements of Exxaro and its
subsidiaries for the year ended 31 December 2013 were authorised for issue by
the board of directors on 4 March 2014.
2. Basis of preparation
The condensed group annual financial statements for the year ended
31 December 2013 have been prepared under the supervision of the Finance
Director, WA de Klerk (CA)SA, South African Institute of Chartered Accountants
(SAICA) registration number: 00133273, in accordance with the requirements for
provisional reports and the requirements of the Companies Act No 71 of 2008.
The Listings Requirements require provisional reports to be prepared in
accordance with the conceptional framework and the measurement and recognition
requirements of International Financial Reporting Standards (IFRS) and the
SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Pronouncements
as issued by the Financial Reporting Standards Council and to also, as a
minimum, contain the information required by IAS 34 Interim Financial
Reporting.
The condensed group annual financial statements have been prepared on the
historical cost basis, excluding financial instruments and biological
assets, which are fairly valued, and conform to IFRS as issued by the
International Accounting Standards Board (IASB).
3.Significant accounting policies
The accounting policies applied in the preparation of the condensed group
annual financial statements are in terms of IFRS and are consistent with those
applied in the previous consolidated annual financial statements, except as
disclosed below.
During the 2013 the following pronouncements became effective: Effective date
• IAS 1 Financial Statement Presentation (as amended) 1 July 2012
• IAS 19 Employee Benefits (revised) 1 July 2012*
• IAS 27 Separate Financial Statements (revised) 1 January 2013*
• IAS 28 Investments in Associates and Joint Ventures
(revised) 1 January 2013*
• IFRS 10 Consolidated Financial Statements (as amended) 1 January 2013*
• IFRS 11 Joint Arrangements (as amended) 1 January 2013*
• IFRS 12 Disclosure of Interest in Other Entities (as
amended) 1 January 2013*
• IFRS 13 Fair Value Measurement 1 January 2013
• IFRIC 20 Stripping Costs in the Production Phase of a
Surface Mine 1 January 2013
• Annual Improvements to IFRS 2009 – 2011 cycle 1 January 2013
* Early adopted in 2012.
The accounting standards and amendments issued to accounting standards and
interpretations which are relevant to the group, but not yet effective at
31 December 2013, have not been adopted. It is expected that where applicable,
these standards and amendments will be adopted on each respective effective
date, except where specifically identified. The group continuously evaluates
the impact of these standards and amendments.
During 2012, Exxaro early adopted the suite of consolidation standards,
including IFRS 10, 11 and 12 and IAS 27 and 28, effective 1 January 2013
as well as IAS 19. The impact of this early adoption has been disclosed in the
group annual financial statements at 31 December 2012.
IAS 1 Financial Statement Presentation
As a result of the amendments to IAS 1 effective for annual periods beginning
on or after 1 July 2012, the group has modified the presentation of items of
other comprehensive income in the condensed group consolidated
statement of comprehensive income, to present separately items that could
be reclassified to profit or loss in the future from those that could never be.
Comparative information has also been represented accordingly. The
adoption of the amendment to IAS 1 has no impact on the recognised assets,
liabilities and comprehensive income of the group.
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single framework for measuring fair value and
providing disclosures about fair value measurements, when such measurements are
required or permitted by other IFRS. In particular, it unifies the definition
of fair values as the price at which an orderly transaction to sell an asset or
to transfer a liability would take place between market participants at the
measurement date. It also replaces and expands the disclosure requirements on
fair value measurements in other IFRS, including IFRS 7 Financial Instruments:
Disclosures. Some of these disclosures are specifically required in interim
financial statements for financial instruments. Accordingly, the group has
included additional disclosures (refer note 15).
In accordance with the transitional provisions of IFRS 13, the group has
applied the new fair value measurement guidance prospectively, and has not
provided any comparative information for new disclosures. Notwithstanding the
above, the change had no significant impact on the measurement of the group’s
assets and liabilities.
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine
IFRIC 20 sets out the accounting for overburden waste removal (stripping)
costs in the production phase of a surface mine. The interpretation
clarifies when production stripping should lead to the recognition of an asset
and how that asset should be measured, both initially and in subsequent
periods.
An extensive exercise to determine the impact of IFRIC 20 on the surface mines
within the group was performed. Based on the results thereof, it has been
concluded that there is no impact on the current treatment of stripping costs.
Stripping activities in the coal mining environment are not typically performed
significantly in advance (generally limited to one
to three months) due to spontaneous combustion that may occur. Therefore the
benefits derived from stripping are for current production and not for access
to production beyond a twelve month future period.
Exxaro does not have any predecessor stripping assets (stripping assets
recognised prior to the effective date) and therefore the transitional
adjustments of IFRIC 20 are not applicable.
Associate companies of the group have been impacted by IFRIC 20 and as a result
changed the treatment of their past and present stripping costs.
Management considered the impact to be insignificant to the group, and as such
no adjustment was made for the prior period. The full impact of the adoption of
the standard on associates was therefore accounted for in the current year
results.
4. Significant items included in net operating profit
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Depreciation and amortisation (856) (701)
Net realised foreign currency exchange gains 56 60
Net unrealised foreign currency exchange losses (20) (79)
Losses
on derivative instruments held-for-trading (81) (1)
Impairment (charges)/reversals of trade and other
receivables (25) 6
Royalties1 (8) (124)
(Loss)/profit on disposal of property, plant and
equipment (23) 139
Loss on dilution of investment in associate (12)
Other income2 1 594 352
1 The amount paid for royalties includes an adjustment to the prior year based
on final calculations done for returns filed to South African Revenue Services
(SARS) (R41 million).
2 Other income relates to shortfall income received from customers as a
result of delays in agree upon production off-take plans.
5. Impairment (charges)/reversals of non-current assets Included in operating
expenses are the following impairment (charges)/reversals:
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Impairment of property, plant and equipment1 (292)
Reversal of impairment of property, plant and
equipment2 247 103
Net tax effect 11 (29)
Net effect on attributable earnings (34) 74
– continuing operations (132)
– discontinued operations 98 74
1 The carrying value of property, plant and equipment of the New Clydesdale
Colliery (NCC) coal operation, was impaired with R292 million to the
recoverable amount based on impairment tests performed in June 2013. The
decline in the expected recoverable amount at the mine was mainly due to
prevailing lower export sales prices, lower train availability as well as
operational challenges.
2 The partial impairment reversal of the carrying value of property, plant and
equipment at the Zincor (R98 million) and NCC (R149 million)
operations are based on the revised recoverable amounts of the operations.
The recoverable amounts were revised following the sale transaction of Exxaro
Base Metals Proprietary Limited, which includes the Zincor assets, as well as
the classification of NCC as held-for-sale at the end of the reporting period
due to the sales agreement of the NCC assets, which was concluded with
Universal Coal post the reporting period.
6. Net financing costs
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Total interest income 81 138
Interest income on cash and cash equivalents 48 81
Interest received from loans with joint ventures 22 42
Finance leases interest 11 15
Total interest expense (net of borrowing
costs capitalised (367) (325)
Total interest expense (705) (655)
Interest expense and loan costs (329) (249)
Interest adjustment on non-current provisions (367) (404)
Amortisation of transaction costs (9) (2)
Borrowing costs capitalised 338 330
Total net financing costs (286) (187)
7. Discontinued operations
All the conditions precedent to the sale of Exxaro’s 100% shareholding in
Exxaro Base Metals Proprietary Limited to Lebonix Proprietary Limited were met
on 2 December 2013. The subsidiary, which included the Zincor operations, was
disposed for a total consideration of R183 million. This process completes the
Zincor divestment process, which commenced with the cessation of the production
of zinc metal at Zincor in 2011 and follow on the sale of the Rosh Pinah mine
during 2012.
During the 2012 year the mineral sands and Rosh Pinah operations were
sold.
Financial information relating to the discontinued operations for the year to
the date of disposal is set out below:
The financial performance and cash flow information
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Revenue 3 893
Operating income/(expenses) 159 (2 069)
Net operating profit 159 1 824
Profit on sale of subsidiaries (note 8) 964 3 995
Interest income 75
Interest expense (74) (241)
Profit before tax 1 049 5 653
Income tax expense (625)
Profit for the year from discontinued operations 1 049 5 028
Cash flow attributable to operating activities 26 1 036
Cash flow attributable to investing activities 98 (1 358)
Cash flow attributable to financing activities (37) (2 778)
Cash flow attributable to discontinued operations 87 (3 100)
8. Gains on the disposal of investments and non-core assets
8.1 Discontinued operations
Consideration received or receivable
Year ended 31 December 2013
(Reviewed)
Exxaro Base
Metals Proprietary
Limited Total
Rm Rm
Cash1 183 183
Total disposal consideration 183 183
Carrying amount of net asset value sold2 781 781
Gain on sale3 964 964
1 Deferred consideration amounts to R96 million and is due and payable by the
purchaser on or before 15 August 2014.
2 Liabilities exceed assets.
3 After tax of Rnil.
Year ended 31 December 2012
(Audited)
Mineral Rosh
sands Pinah Total
Rm Rm Rm
Consideration received or receivable
Cash1 202 931 1 133
39,2% shares in Tronox Limited at
fair value 10 605 10 605
26% shares in SA mineral sands operations
at fair value 1 181 1 181
26% members’ interest in Tronox Sands LLP
at fair value 1 091 1 091
Total disposal consideration 13 079 931 14 010
Foreign currency translation reserve
realised 459 459
Hedging reserves realised 137 137
Carrying amount of net assets sold (10 224) (387) (10 611)
Gain on sale2 3 451 544 3 995
1 After net working capital adjustments.
2 After tax of Rnil.
8.2 Continuing operations and other non-core assets
Year ended 31 December 2012
(Audited)
Ndzalama Northfield Total
Rm Rm Rm
Consideration received or receivable:
Cash 5 5
Total disposal consideration 5 5
Carrying amount of net assets sold (3) 40 37
Gain on sale1 2 40 42
1 After tax of Rnil.
9. Dividends
Total dividends paid in 2013 amounted to R1 387 million, made up of a final
dividend of R546 million relating to the year ended 31 December
2012, which was paid in April 2013, as well as the 2013 interim dividend of
R841 million, paid in September 2013.
A final dividend for 2013 of 315 cents per share (2012: 150 cents per
share) was approved by the board of directors on 5 March 2014. The dividend
is payable on 14 April 2014 to shareholders who will be on the register at
11 April 2014. This final dividend, amounting to approximately R1 128 million
(2012: R546 million), has not been recognised as a liability in this condensed
group annual financial statements. It will be recognised in shareholders’
equity in the year ending 31 December 2014.
The total Secondary Tax on Companies (STC) credits available for offsetting
against the dividend tax amount to R195 million (55 cents per share). Exxaro
company’s tax reference number is 9218/098/14/4.
Year ended 31 December
2013 2012
Reviewed Audited
Issued share capital as at declaration date
(number) 358 115 505 357 787 785
10. Share capital
Year ended 31 December
2013 2012
Reviewed Audited
Ordinary shares (million)
– in issue 358 358
– weighted average number of shares 355 354
– diluted weighted average number of shares 356 355
11. Transactions with non-controlling interests
During April 2013, the group acquired the remaining 3% of the issued shares of
DMC Iron Congo SA (which is the holding company of the Mayoko project) for a
purchase consideration of AU$9,9 million (R96 million). The group now holds 100%
of the equity share capital of DMC Iron Congo SA. The carrying amount of the
non-controlling interest in DMC Iron Congo SA on the date of acquisition was
R28 million.
The group derecognised non-controlling interests of R28 million and recorded a
decrease in equity attributable to owners of the parent of R68 million. The
effect of changes in the ownership interest of DMC Iron Congo SA on the equity
attributable to owners of the company during the year is summarised in the table
below:
During March 2012, the group acquired the remaining 33% of the issued shares of
African Iron Ore Limited (AKI) for a purchase consideration of AU$123 million
(R1 049 million). The group now holds 100% of the share capital of AKI. The carrying
amount of the 33% non-controlling interest in AKI on the date of acquisition was
R397 million.
During June 2012, the group acquired an additional 5% of the issued shares of
DMC Iron Congo SA for a purchase consideration of AU$16,5 million (R132
million). The carrying amount of the 5% non-controlling interest in DMC Iron
Congo SA on the date of acquisition was R44 million. Resulting in the group
holding 97% of the equity share capital of DMC Congo SA at 31 December 2012.
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Carrying amount of non-controlling interests
acquired (28) (441)
Excess of consideration paid recognised in
parent’s equity (68) (740)
Consideration paid for non-controlling interest (96) (1 181)
12. Property, plant and equipment
Capital expenditure
– incurred 4 764 5 333
property, plant and equipment to maintain
operations 1 257 1 571
property, plant and equipment to expand operations 3 507 3 762
– contracted at the end of the year 4 204 6 283
– authorised, but not contracted at the end of the
year 2 826 4 208
13. Investments
Investments in associates and joint ventures
Fair value/directors value of unlisted investments
in associates and joint ventures1 35 310 29 963
Market value of listed investments in associates2 12 319 7 911
Investments in available-for-sale financial assets
and other
Market value of listed investments included in
financial assets (refer note 15) 41 52
Fair value of unlisted investments included in
other financial assets (refer note 15) 804 716
1 Includes investments in Sishen Iron Ore Company Proprietary Limited (SIOC),
Black Mountain Proprietary Limited as well as South African mineral sands
operations and UK finance company of the Tronox Investment.
2 Includes investment in Tronox Limited.
The group’s 44,65% interest in Tronox Limited on 31 December 2012 was diluted
during the year to 44,40% on 31 December 2013 due to share warrants and share
options that were exercised by participants during the year.
14. Non-current assets classified as held-for-sale
Exxaro concluded a sale of assets agreement relating to the NCC operation
with Universal Coal Development VIII Proprietary Limited (Universal coal) in
January 2014. The sale is conditional to a section 11 approval required in
terms of the Mineral and Petroleum Resources Development Act for transfer of
the new-order mining right from Exxaro Coal Mpumalanga Proprietary Limited to
the new owners. The operation met the relevant recognition criteria to be
classified as a non-current asset held-for-sale on 31 December 2013. The
operation does not meet the criteria to be classified as a discontinued
operation since it does not represent a separate major line of business, nor
does it represent a major geographical area of operations since it forms part of
the Coal Mpumalanga region which is reported as part of the commercial coal segment.
The major classes of assets and liabilities classified as non-current assets
held-for-sale are as follows:
2013
Reviewed
Rm
At 31 December
Assets
Property, plant and equipment 149
Deferred tax 90
Financial assets 67
Inventories 8
Trade and other receivables 4
Current tax receivable 24
Total assets 342
Liabilities
Non-current provisions (144)
Post-retirement employee obligations (3)
Trade and other payables (39)
Current provisions (39)
Total liabilities (225)
Net assets classified as held-for-sale 117
15. Financial instruments
(a) Carrying amounts and fair values
The fair values of financial assets and financial liabilities, together with
the carrying amounts in the condensed group statement of financial
position, are as follows:
Carrying Fair
amount value
Rm Rm
At 31 December 2013 (reviewed)
Assets
Non-current assets
Financial assets, consisting of1: 2 657 2 657
– Exxaro Environmental Rehabilitation Trust asset 618 618
– Loans to associates and joint ventures 254 254
– Richards bay coal terminal (RBCT) 551 551
– Kumba iron ore limited 40 40
– New age exploration limited 1 1
– Chifeng 253 253
– Non-current receivables 940 940
Current assets2 2 875 2 875
Trade and other receivables 1 845 1 845
Derivative financial instruments 1 1
Cash and cash equivalents 1 029 1 029
Non-current assets classified as held-for-sale 67 67
Total assets 5 599 5 599
Liabilities
Non-current liabilities 3 569 3 569
Interest-bearing borrowings1 3 569 3 569
Current liabilities2 2 907 2 907
Trade and other payables 2 056 2 056
Derivative financial instruments 14 14
Interest-bearing borrowings 31 31
Overdraft 806 806
Non-current liabilities classified as held-for-sale 35 35
Total liabilities 6 511 6 511
1 Carried at fair value in terms of IAS 39 Financial Instruments: Recognition
and Measurement.
2 Carrying amounts approximate the fair values due to the short-term maturities
of these financial assets and liabilities.
(b) Fair value hierarchy
The table below analyses recurring fair value measurements for financial assets
and financial liabilities. These fair value measurements are categorised into
different levels in the fair value hierarchy based on the inputs used in the
valuation techniques. The different levels are defined as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or
liabilities that the group can access at the measurement date.
Level 2 – inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly.
Level 3 – unobservable inputs for the asset and liability.
Level 1 Level 2 Level 3
At 31 December 2013 (Reviewed) Rm Rm Rm
Financial assets held-for-trading at fair
value through profit or loss
– Current derivatives financial assets 1
Financial assets designated at fair value
through profit or loss
– Exxaro Environmental Rehabilitation Trust 618
– Exxaro Environmental Rehabilitation Trust
classified as held-for-sale 67
– Kumba Iron Ore Limited 40
Available-for-sale financial assets
–Chifeng 253
– New Age Exploration Limited 1
– RBCT 551
Financial liabilities held-for-trading at fair
value through profit or loss
– Current derivatives financial liabilities (14)
– Current derivatives financial liabilities
classified as held-for-sale (9)
Net financial assets/(liabilities) carried
at fair value 726 (22) 804
Level 2 fair values for over-the-counter derivative financial instruments
are based on market quotes. These quotes are tested for reasonability by
discounting estimated future cash flows using the market rate for similar
instruments at measurement date.
The fair value computations of the investments are performed by the
group’s corporate finance department, reporting to the Finance Director,
on a six-monthly basis. The valuation reports are discussed with the audit
committee in accordance with the group’s reporting governance.
The group recognises transfers between levels of the fair value hierarchy
as at the end of the reporting period during which the transfer has occurred.
There were no transfers between level 1 and level 2 of the fair value hierarchy
for the year ended 31 December 2013.
There were no transfers between level 2 and level 3, as shown below.
(c) Level 3 fair values
Chifeng RBCT
Rm Rm
Opening balance at 1 January 2013 174 467
Movement during the year
Total gains recognised in other comprehensive income 46 82
Settlements 2
Exchange gains or losses for the period recognised in profit
or loss 33
Closing balance at 31 December 2013 253 551
Chifeng
Chifeng is classified within a level 3 as there is no quoted market price or
observable price available for this investment. This unlisted
investment is valued as the present value of the estimated future cash flows,
using a discounted cash flow model.
The significant observable and unobservable inputs used in the fair value
measurement of the investment in Chifeng are Rand/Chinese Renminbi (RMB)
exchange rate, RMB/US$ exchange rate, Zinc London Metal Exchange price,
production volumes, operational costs and the discount rate. Significant
increases/(decreases) in any of those inputs in isolation would result in a
significantly lower/(higher) fair value measurement.
Observable inputs Range of inputs Sensitivity of inputs
and fair value measurement1
Rand/RMB exchange rate R1,72 Strengthening of the Rand to
RMB1 the RMB
RMB/US$ exchange rate RMB6,02 to Strengthening of the RMB
RMB5,95/US$1 to the US$
Zinc LME price 2 039 – 2 027 Increase in price of Zinc
(US$ per tonne in US$/tonne Concentrate
real terms)
Unobservable inputs
Production volumes 208 750 tonne Increase in production volumes
Operational costs 74 – 88 Decrease in operational costs
(US$ million per annum
in real terms)
Discount rate 10% Decrease in discount rate
1 Change in observable/unobservable input, which will result in an increase in
the fair value measurement.
Inter-relationships
Any inter-relationships between unobservable inputs is not considered to
have a significant impact within the range of reasonably possible alternative
assumptions.
RBCT
RBCT is classified within a level 3 as there is no quoted market price or
observable price available for this investment. This unlisted investment
is valued as the present value of the estimated future cash flows, using a
discounted cash flow model. It is not anticipated that the RBCT investment
will be disposed of in the near future.
The significant observable and unobservable inputs used in the fair value
measurement of the investment in RBCT are Rand/US$ exchange rate, API4 export
price, Transnet Market Demand Strategy, annual utilisation factor
and the discount rate. Significant increases/(decreases) in any of those inputs
in isolation would result in a significantly lower/(higher) fair value
measurement.
Observable inputs Range of inputs Sensitivity of inputs and
fair value measurement1
Rand/US$ exchange rate R9,85 to R10,15/US$1 Strengthening of the Rand
to the US$
API4 export price per US$75,50 to US$97 Increase in API#4 export
tonne (steam coal A-grade per tonne price per tonne
price in real terms)
Unobservable inputs
Transnet Market Demand 70Mtpa to 91Mtpa Acceleration of Transnet
Strategy for the terminal Freight Rail performance,
(million tonnes per annum – ie reach full capacity
Mtpa) sooner
Discount rate 13% – 17% Decrease in discount rate
Annual utilisation factor 90% Increase in annual
(safety and rail delay utilisation factor
factor)
1 Change in observable/unobservable input, which will result in an increase in
the fair value measurement.
Inter-relationships
Any inter-relationships between unobservable inputs is not considered to have a
significant impact within the range of reasonably possible alternative
assumptions.
16. Segmental information
The corporate transactions during 2012 necessitated a change in the segmental
reporting structures and the manner in which operating results
are reported to the chief operating decision-maker. Reported segments are
based on the group’s different products and operations.
The following operating segments were impacted as a result of the changes in
the organisational structure:
Base metals
Up to and including 31 December 2012, the reportable segments included an
operating segment for Base metals, which consisted of Zincor, Rosh Pinah and
other base metals.
Exxaro’s 50,04% interest in the Rosh Pinah operations was sold to a subsidiary
of Glencore International plc on 1 June 2012. This sale formed part of Exxaro’s
strategic plan to divest from the group’s zinc assets.
The remaining Base metals entities no longer met the quantitative or
qualitative thresholds described in IFRS 8 Operating Segments.
These were aggregated in the remaining Base metals entities within the
“Other” reportable segment.
Mineral sands/titanium dioxide
The previously reported Mineral sands operating segment included KZN Sands,
Namakwa Sands and Australia Sands.
The Mineral sands operations sale and acquisition of a shareholding in
Tronox Limited in 2012 resulted in Exxaro holding 44,40% (2012: 44,65%) of
the shares in Tronox Limited and 26% directly in each of the South African
based KZN Sands and Namakwa Sands operations. Exxaro currently equity- accounts
for the interest in Tronox Limited and the South African Mineral sands
operations. The investment value in these associated companies is seen as
significant and will be reported as a separate operating segment.
The Mineral sands operating segment was restructured to include both Mineral
sands and Titanium Dioxide (TiO2) which is in line with the core business of
the Tronox operations and renamed TiO2.
Ferrous
In line with the group’s strategy to establish an Exxaro controlled
ferrous business, Exxaro acquired African Iron Limited (AKI) in February
2012. AKI is an iron ore development company involved in the exploration and
evaluation of the Mayoko Iron Ore and Ngoubou-Ngoubou projects, located in the
Republic of Congo in Central West Africa.
The AlloyStreamTM and FerroAlloys operations as well as Exxaro’s 19,98%
interest in SIOC were previously reported within the “Other” operating segment
of Exxaro. These investments are now reported within the Ferrous operating
segment, based on the similar commodity suite of these operations.
Following the change in the composition of the group’s reportable segments, the
prior periods’ segmental information has been re-presented (restated) to
reflect these changes.
The numbers below include both the continuing and discontinued operations.
Year ended 31 December
2013 2012
Reviewed Reviewed
Restated
Rm Rm
Revenue
Coal 13 362 12 064
Tied 3 917 3 449
Commercial 9 445 8 615
Ferrous 120 107
Alloys 120 107
TiO2 3 594
Other 86 357
Base metals 299
Other 86 58
Total external revenue 13 568 16 122
– Continuing operations 13 568 12 229
– Discontinued operations 3 893
Net operating profit/(loss)
Coal 2 769 2 105
Tied 215 285
Commercial 2 554 1 820
Ferrous (141) (31)
Iron ore (27) (9)
Alloys (61) (25)
Other (53) 3
TiO2 1 925
Other 938 3 558
Base metals 145 422
Other 793 3 136
Total net operating profit 3 566 7 557
– Continuing operations 2 443 1 738
– Discontinued operations 1 123 5 819
Total assets
Coal 22 386 19 717
Tied 1 543 1 719
Commercial 20 843 17 998
Ferrous 11 095 7 015
Iron Ore 5 114 3 045
Alloys 189 158
Other 5 792 3 812
TiO2 11 105 13 037
Other 2 700 2 648
Base metals 611 552
Other 2 089 2 096
Total external assets 47 286 42 417
Total liabilities
Coal 7 552 8 001
Tied 1 391 1 596
Commercial 6 161 6 405
Ferrous 814 615
Iron ore 729 572
Alloys 33 43
Other 52
Other 4 868 4 995
Base metals 867
Other 4 868 4 128
Total external liabilities 13 234 13 611
17. Interest-bearing borrowings
Non-current borrowings
Summary of loans by financial year of redemption
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
2013 (9)
2014 31 (9)
2015 324 324
2016 326 326
20171 1 927 1 127
2018 329 329
2019 onwards 663 664
Total interest-bearing borrowings 3 600 2 752
Transferred to current borrowings (31) 9
Total non-current interest-bearing borrowings 3 569 2 761
Current interest-bearing borrowings
Current portion of non-current borrowings 31 (9)
Total current interest-bearing borrowings 31 (9)
1 Additional R800 million draw-down on loan
facility payable in 2017.
No capital repayments are expected until 2015.
The R31 million in 2014 represents interest capitalised
of R40 million and amortised transaction cost
of R9 million.
Overdraft
Bank overdraft 806 811
The bank overdraft is repayable on demand and interest payable is based on
current South African money market rates.
Exxaro entered into numerous operating lease arrangements. All major lease
arrangements are renewable if there is mutual agreement between the
parties to the arrangements with some contracts specifying extension
periods. Arrangements containing escalation clauses are usually based on
consumer price index (CPI) or producer price index (PPI) indexes. None of the
lease arrangements contain restrictive clauses that are unusual to the
particular type of lease.
There were no defaults or breaches in terms of interest-bearing borrowings
during both reporting periods.
18. Net debt
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Net debt (3 377) (2 199)
Presented by the following items on the face of
the statement of financial position:
– cash and cash equivalents 1 029 1 364
– non-current interest-bearing borrowings (3 569) (2 761)
– current interest-bearing borrowings (31) 9
– overdraft (806) (811)
Calculation of movement in net debt
Cash outflow (1 058) (2 397)
Add:
– shares issued 14 15
– share-based payments (3)
– non-cash flow movement for interest accrued not
yet paid (40)
– non-cash flow for amortisation of transaction
costs (9)
– net debt of subsidiaries disposed 820
– consideration paid to non-controlling interests (96) (1 181)
– non-cash flow movements in net debt applicable
to currency translation differences of transactions
denominated in foreign currency (669) (70)
– non-cash flow movements in net debt applicable to
currency translation differences of net debt
items of foreign entities 683 268
Increase in net debt (1 178) (2 545)
19. Contingent liabilities
Contingent liabilities 2 066 1 055
– Grootegeluk Medupi Expansion Project 50
– DMC Iron Congo SA 84
– pending litigation claims1 328 243
– other contingent liabilities2 927 536
– share of contingent liabilities of associates
and joint ventures 677 276
1 Pending litigation claims consist of legal cases where Exxaro is the
defendant. These claims are at
the stage where the outcome is uncertain and the amount of possible legal
obligations is estimated at this stage.
2 Other contingent liabilities include operational guarantees to banks and
other institutions in the normal course of business from which it is
anticipated that no material liabilities will arise.
The timing and occurrence of any possible outflows of the contingent
liabilities above are uncertain.
Due to the Mineral and Petroleum Resources Development Act of 2002,
currently not specifying how to financially provide for water liabilities
and water treatment at post mine closure, Exxaro is currently developing a
specific policy around such provisions. An estimate of this amount is
currently not available, however, a liability may arise in the future.
20. Contingent assets
Year ended 31 December
2013 2012
Reviewed Audited
Rm Rm
Contingent assets 108 85
Contingent assets relate mainly to a surrender fee in exchange for the
exclusive right to prospect, explore, investigate and mine for coal within a
designated area in Central Queensland and Moranbah, Australia, conditional on
the grant of a mining lease.
Included in contingent assets are the group’s share of contingent assets of
associates and joint ventures of R27 million (2012: Rnil). These contingent
assets have no tax impact. The timing and occurrence of any possible
inflows are uncertain.
21. Related party transactions
During the year the company and its subsidiaries, in the ordinary course of
business, entered into various sale and purchase transactions with
associates and joint ventures. These transactions were subject to terms that
are no less, nor more favourable than those arranged with third parties.
22. Going concern
Taking into account the group’s liquidity position as well as internal budgets
for the short to medium term, it is expected that the group will continue to
trade as a going concern within the next 12 months.
23. JSE Limited Listings Requirements
The reviewed condensed group annual financial results announcement has been
prepared in accordance with the Listings Requirements of the JSE Limited.
24. Events after the reporting period
Details of the final dividend proposed are given in note 9.
The following non-adjusting events occurred after the reporting date and
are disclosed for information purposes:
– On 31 January 2014, Exxaro concluded a sale of asset agreement relating to
its NCC operation with Universal Coal Development VIII Proprietary Limited.
Once all conditions precedent to the transaction have been
fulfilled, an agreed cash amount will be paid to Exxaro. Exxaro has
subsequently placed the mine on care and maintenance until fulfilment of all
conditions precedent makes the transaction unconditional and the operation is
handed over to the new owners.
– The mining convention, Port Autonome de Pointe Noire (PAPN) memorandum of
understanding as well as the rail framework agreements with Chemin de fer
Congo-Ocean (CFCO) relating to the Mayoko project in the Republic of Congo,
were signed in Brazzaville on 29 January 2014.
The directors are not aware of any other significant matter or circumstance
arising after the reporting period up to the date of this report, not otherwise
dealt with in this report.
25. Review conclusion
These condensed group annual financial statements for the year ended
31 December 2013 have been reviewed by the external auditors,
PricewaterhouseCoopers Inc., who expressed an unmodified review conclusion. A
copy of the auditor’s review report is available for inspection at the
company’s registered office together with the financial statements identified
in the auditor’s report.
26. Corporate governance
Detailed disclosure of the company’s application of the principles
contained in the King Report on Governance for South Africa 2009 (King III) was
made in the 2012 Integrated Report and is available on the company’s website in
accordance with the JSE Listings Requirements. Revised disclosure and more
detailed information will be made in the 2013
Integrated Report and published on the company’s website during April
2014. Please contact the Group Company Secretary, Carina Wessels, if you
require additional information in this regard.
27. Mineral resources and mineral reserves
Information obtained from a drilling programme conducted during the reporting
year resulted in an increase of the total mineral resource as well as an upward
movement within the resources categories reflecting the
improvement in the levels of geological confidence.
Conversion of mining rights
Old-order mining right conversions
Operation Status Reason where not registered
Grootegeluk, Mafube, and R
Magvanti (Gravelotte)
Matla, Tshikondeni, G Execution in process,
and Strathrae (NBC) await DMR execution date
Leeuwpan, Glisa (NBC), E Registration in process,
and Arnot registration application
submitted
R – registered, G – granted, E – executed.
New-mining right application
Operation Status Reason
Goni R
Thabametsi, Glisa South S Approval pending
(Paardeplaats),
Eerstelingsfontein (NBC)
– renewal
Inyanda, Belfast, Mafube E Registration under way,
Nooitgedacht, New error in documentation
Clydesdale Colliery, received from DMR, Exxaro
Leeuwpan Ext, requested amendment
Eerstelingsfontein (NBC)
R – registered, S – submitted, E – executed.
28. Salient features*
Year ended 31 December
2013 2012
Rm Rm
Net asset value per share (Rand) 95 80
Capital expenditure contracted relating to captive mines,
Tshikondeni, Arnot and Matla, which will be financed by
ArcelorMittal SA Limited and Eskom, respectively 317 116
Operating lease commitments 212 18
* Non-IFRS.
Commentary
2013 in brief
• Zero fatalities, record 14 months without fatalities.
• Lost-time injury frequency rate (LTIFR) at 0,19, improvement of 34%.
• Coal production at 38,7Mt, up 3%.
• Coal exports of 4,5Mt, up 15%.
• 4% increase in HEPS to 1 463 cents per share.
• 315 cents final dividend, bringing total dividend to 550 cents per share, up
10%.
• Sale of Zincor refinery in fourth quarter of 2013.
• NCC assets sale agreement signed in January 2014.
Comparability of results
Comments are based on a comparison of the reviewed group condensed annual
financial statements as well as unreviewed production and sales volumes
information for the years ended 31 December 2013 and 2012, respectively. These
results are not comparable due to:
• The net pre-tax impairment of the carrying value of property, plant and
equipment at New Clydesdale Colliery (NCC) of R143 million in 2013;
• R98 million partial impairment reversal of the carrying value of property,
plant and equipment at Zincor refinery in November 2013 as well as the R964
million profit realised on the subsequent sale of this asset;
• A loss on dilution of the shareholding in Tronox of R12 million in 2013;
• The mineral sands and Rosh Pinah businesses’ financial results effectively
being included in 2012 annual results for five-and-a-half and five months,
respectively;
• The profits realised on the sale of mineral sands and Rosh Pinah businesses
of R3 451 million and R544 million, respectively, as well as other non-core
assets of R42 million in 2012; and
• The partial impairment reversal of the carrying value of property, plant
and equipment at KZN Sands of R103 million in 2012.
Where relevant, comments exclude transactions, which make the results under
review not comparable.
Safety, health, environment and community
Exxaro strives for no fatalities at all its operations. This target was
achieved for the first time since the formation of the group when the group
recorded no fatalities for the year ended 31 December 2013. A LTIFR
of 0,19 was achieved for the year ended 31 December 2013. This was a 34%
improvement on 0,29 recorded in 2012. Forty lost-time injuries (LTIs) were
incurred in 2013 compared to 66 in 2012, resulting in a 39% improvement. Six
operations incurred no LTIs. Exxaro will continue to roll-out safety
improvement plans in 2014, which include the Global Mining Industry Risk
Management programme, to raise awareness of safety risks.
In 2013, 545 employees enrolled into the HIV/Aids programme compared to
454 in 2012, indicating a 20% improvement in the group’s health and
hygiene efforts. The number of reported occupational diseases reduced to
89 cases in 2013 compared to 119 cases in 2012. The group implemented an
occupational risk exposure profile in 2013 to further reduce incidences of
occupational diseases.
Exxaro’s wetland strategy is in its final stages of development, with the
completion of a detailed wetland study for all business units to mitigate
the impact of mining on water resources. This proactive approach to sensitive
ecosystems and water resource management is being used internally to guide our
growth plans and water stewardship as well as considering the environmental
regulatory landscape.
Water is crucial to the sustainability of our business and Exxaro uses a
holistic water management programme to manage water-related risks, minimise the
potential negative impact of our activities on water resources and operate
efficiently through water-reduction plans, re-use
and recycling. Group-wide water conservation plans aligned to the national
water management strategy are expected to be finalised in the first
quarter of 2015. Two scheduled water treatment plants, at Matla and North
Block Complex (NBC), will be delivered in the second and fourth quarters of
2014, respectively.
An important aspect of our business philosophy is to strive to leave a
legacy that acknowledges the value of life and to be a powerful source of
value and possibilities for communities in which we operate. Exxaro (in
collaboration with KPMG) conducted a social return on investment (SROI)
assessment of its social and labour plan (SLP) projects. The SROI is expected
to guide future community development initiatives by providing clear means of
determining which SLP projects add value to a community. In terms of the
group’s SLP for the period 2013 to 2017, Exxaro will invest R299 million and
collaborate and engage with stakeholders in 63 local economic development
projects over the next five years. Most SLP projects are channelled through the
Exxaro Chairman’s Fund to which all our operations contribute. The total fund
contribution to corporate projects and business units’ SLP projects was R65
million in 2013 (2012: R50 million), while the actual spend on SLP was R51
million in 2013 compared to R24 million in 2012.
The Leeuwpan mine in Delmas, Mpumalanga, handed over 25 houses valued at nearly
R6,5 million to residents of the nearby Botleng community. The
houses were built as part of the mine’s SLP and in direct response to a need
identified in the Victor Khanye Municipality’s development plan. The project
highlights our commitment to eradicating poverty and economically developing
the community where we operate and has impacted positively on approximately 100
beneficiaries. Five local contractors were empowered with skills development
when they were appointed to build five of the 25 houses. These contractors and
general workers were mentored on brick- laying and plumbing skills, benefiting
a further 15 to 20 community members during the project.
The Klarinet community near eMalahleni, Mpumalanga, benefited from the
local economic development bakery project as part of the SLP at Inyanda mine.
Exxaro is hoping to replicate the successes of the first bakery project, which
was launched in the Mpumalanga town of Belfast in 2012, which has created 15
jobs. Beneficiaries of that project will be training members of the Klarinet
community. The Klarinet Bakery has the potential to create at least 25
sustainable job opportunities for the community.
Conversion of mining rights
Refer to note 27 for details of the status of the conversion of mining rights.
Operational and financial excellence
Group financial results
Revenue and net operating profit
Group consolidated revenue decreased by 16% to R13 568 million, mainly as a
result of the exclusion of the mineral sands and Rosh Pinah businesses in the
2013 results. These businesses were sold in 2012 and were included for
five-and-a-half and five months, respectively, in the 2012 financial year. This
was partially offset by an 11% revenue increase from the coal operations.
Group consolidated net operating profit was R759 million lower at R2 658
million after excluding items noted in the ‘comparability of results’ section
above, mainly as a result of the exclusion of the discontinued operations in
the 2013 results. This was partially offset by a 32% increase in coal’s net
operating profit as well as R157 million lower costs across the group.
Earnings
Attributable earnings, including Exxaro’s equity-accounted investment in
associates, were R6 217 million or 1 751 cents per share, down 36% from
2012 mainly due to non-recurring profits on the sale of discontinued
subsidiaries and other non-core assets in 2012.
Reviewed segment results1
Year ended Six months ended
31 December 31 December
2013 2012 2013 2012
(Rm) (Restated) (Restated)
Revenue
Coal 13 362 12 064 7 213 6 239
– Tied2 3 917 3 449 2 135 1 996
– Commercial 9 445 8 615 5 078 4 243
Ferrous
– Alloys 120 107 65 62
TiO2 3 594
Other 86 357 45 65
– Base metals 299 11
– Other 86 58 45 54
Total external revenue 13 568 16 122 7 323 6 366
Net operating profit
Coal 2 769 2 105 1 738 753
– Tied2 215 285 5 206
– Commercial3 2 554 1 820 1 733 547
Ferrous (141) (31) (97) 56
– Iron Ore (27) (9) (26) 69
– Alloys (61) (25) (35) (16)
– Other4 (53) 3 (36) 3
TiO25 1 925
Other 938 3 558 1 008 (493)
– Base metals6 145 422 113 (26)
– Other7 793 3 136 895 (467)
Total net operating profit 3 566 7 557 2 649 316
1 An average exchange rate of R9,48 to the US$ was realised for the year ended
31 December 2013 compared to R8,08 in 2012. Unrealised foreign currency losses
of R20 million on the revaluation of monetary items
denominated in a foreign currency were recorded based on the relative weakness
of the local currency to the US$ at 31 December 2013.
2 Tied operations refer to mines that supply their entire production to
either Eskom or ArcelorMittal South Africa (AMSA) in terms of contractual
agreements.
3 Includes the net impairment on NCC of R143 million in 2013.
4 Mainly made up of Ferrous head office costs not directly attributable to the
operation at Mayoko and as such could not be capitalised with the
development of the project.
5 Includes a partial impairment reversal of R103 million in 2012 of the
carrying value of property, plant and equipment at KZN Sands.
6 Includes the profit on sale of the Rosh Pinah operation of R544 million in
2012 and R98 million impairment reversal of Zincor in 2013. This business was
previously reported as a separate base metals segment prior to the Rosh Pinah
sale transaction in 2012.
7 Includes the profit on sale of the mineral sands operations of R3 451 million
in 2012.
Headline earnings, which exclude the impact of the impairment and partial
impairment reversal as well as profits realised on the sale of
discontinued subsidiaries and other
non-core assets, were R5 194 million or 1 463 cents per share, representing a
4% increase on 2012 headline earnings per share. This was
mainly due to the 32% increase in the coal business net operating profit.
Cash flow
Cash generated from operations was R2 159 million for the group. This was
primarily used to fund net financing charges of R192 million, taxation
payments of R158 million and pay dividends of R1 387 million. A total of R4 764
million was spent on acquiring property, plant and equipment (capital
expenditure), of which R3 507 million was invested in new capacity (expansion
capital), with R1 257 million applied to sustaining and environmental capital.
Of the funds spent on new capacity, R1 812 million was for the GMEP and R1 613
million for the Mayoko project.
After the receipt of dividends, primarily from Sishen Iron Ore Company
Proprietary Limited (R2 664 million) and Tronox (R507 million), as well as the
outflow associated with capital expenditure, the group had a net cash outflow
before financing activities of R1 058 million for the year under review. Net
debt at 31 December 2013 increased to R3 377 million, reflecting a net debt to
equity ratio of 10%.
Unreviewed coal production and sales volumes
Year ended Six months ended
31 December 31 December
2013 2012 2013 2012
(000 tonnes) (Restated) (Restated)
Production
Thermal 36 553 37 641 18 849 19 470
– Tied1 11 766 13 029 6 126 6 888
– Commercial 24 787 24 612 12 723 12 582
Metallurgical 2 251 2 366 1 156 1 092
– Tied 343 339 164 190
– Commercial 1 908 2 027 992 902
Reductants (semi coke) 91 43 67 5
Total production
(excluding buy-ins) 38 895 40 050 20 072 20 567
Thermal buy-ins 1 470 1 111 928 651
Total production
(including buy-ins) 40 365 41 161 21 000 21 218
Sales
Thermal 37 859 37 929 19 957 19 705
– Tied1 11 768 13 022 6 125 6 886
– Commercial 22 204 21 708 11 570 11 098
– Export 3 887 3 199 2 262 1 721
Metallurgical 2 215 2 326 1 073 1 117
– Tied1 335 282 150 141
– Commercial 1 308 1 348 627 618
– Export 572 696 296 358
Reductants (semi coke) 97 62 81 24
Total sales 40 171 40 317 21 111 20 846
1 Tied operations refer to mines that supply their entire production to either
Eskom or AMSA in terms of contractual agreements.
Coal operational and financial results
Revenue and net operating profit
Coal revenue of R13 362 million was 11% higher than that reported in 2012. This
was mainly on higher revenue from commercial mines due to higher export sales
and a weaker ZAR/US$ exchange rate (R420 million), partly
offset by lower local steam and power station coal sales volumes, albeit at
higher prices.
Net operating profit increased by 32% to R2 769 million (at an operating margin
of 21%) in 2013 compared to 2012, mainly as a result of higher
revenue recorded, higher shortfall income received from Eskom (R1 242 million),
higher export volumes (R262 million) and various cost saving initiatives,
partly offset by the net pre-tax impairment of NCC
(R143 million), inflationary pressures (R484 million), lower sales prices (R271
million) and higher corporate service fee allocated (R236 million).
Further to the previous announcement of terminating production at NCC in the
first half of 2013, Exxaro received offers from interested parties on selling
this previously impaired operation. Accounting convention requires that such
an asset be classified as a non-current asset held-for-sale when certain
requirements are met. This has triggered a R149 million partial reversal of
the impairment recorded during the first half of 2013, resulting in a net
impairment of R143 million for the year ended 31 December 2013.
Production and sales volumes
The coal commodity business’s overall production volumes (excluding buy- ins)
were 3% (1 155kt) lower than in 2012.
A 15% increase in export volumes was recorded at a realised average export
price of US$82/t compared to US$94/t in 2012.
Demand for steam coal in the domestic market improved slightly from 2012, while
demand for metallurgical and power station coal decreased, resulting in lower
sales.
Metallurgical coal
Grootegeluk’s production was 119kt (5%) lower due to a cutback in
production as a result of lower rail allocations to Richards Bay Coal
Terminal (RBCT) up to the third quarter of 2013 and lower AMSA demand.
Tshikondeni’s production, however, increased marginally mainly on better
yields.
Sales decreased by 111kt (7%) mainly due to lower export volumes (124kt)
and lower offtake by AMSA due to production difficulties and maintenance on the
rail line to the Waterberg, Tshikondeni sales to AMSA increased by
52kt.
Thermal Coal
Power station coal production from the tied mines was 1 263kt (10%) lower than
2012. This was mainly as a result of lower production from Matla and Arnot
(815kt and 448kt respectively) following unprotected industrial action in March
2013 as well as difficult geological conditions and management of safety risks
at the underground operations.
The commercial mines’ power station coal production increased by 373kt
(2%) compared to 2012, mainly at Grootegeluk (347kt) due to higher demand
from Matimba and the higher demand from the Mpumalanga power stations.
Leeuwpan production increased by 75kt on improved yields, while North Block
Complex (NBC) production was lower (49kt) in line with the contractual
agreement with Eskom. Sales were 672kt higher mainly due to higher demand and
availability of stock.
Steam coal production was 198kt (4%) lower mainly due to the NCC mine closure
(298kt) and the unprotected industrial action at Leeuwpan (115kt) and the
longer-than-planned shut of the plant at Leeuwpan. Inyanda production increased
(147kt) following higher plant feed and better yields due to geology, while
Grootegeluk also increased (68kt) due to improved performance of the GG 4 and
GG 5 plants. Domestic steam sales decreased by
176kt (5%) mainly due to lower sales at Leeuwpan after replacing an inland
contract with an export contract. Lower sales were recorded at NCC and Inyanda
due to the mine closure and prioritising export demand respectively, partly
offset by higher sales at Grootegeluk on the back of higher demand. Steam coal
export sales were 688kt (22%) higher mainly due to higher
exports from most mines as well as higher buy-ins from Mafube.
The ferroalloy market’s demand for reductants has recovered significantly since
2012, with Exxaro returning to full production at the semi-coke (previously
char) production plant.
The semi-coke plant production was 112% higher mainly due to new markets
developed in 2013 against the downturn in the ferrochrome industry in 2012,
when production was deliberately reduced to match demand.
Ferrous operational and financial results
Revenue and net operating loss
FerroAlloys increased revenue by 12% to R120 million compared to 2012 due to
higher demand from Kumba Iron Ore Limited and a realised average price
increase of 6%.
The net operating loss increased to R141 million compared to 2012 mainly due to
corporate costs allocated (these were not allocated previously) as
well as costs of the furnace refurbishment at AlloyStream.
Production and sales volumes
Changes in the product mix at FerroAlloys in 2013 resulted in an overall
decrease in production from 2012. Sales volumes decreased by 4% compared
to 2012 as a result of the drop in production.
Reviewed equity-accounted income (Rm)
Year ended Six months ended
31 December 31 December
2013 2012 2013 2012
SIOC1 4 166 3 202 2 046 1 267
Tronox1 (638) 220 (470) (368)
Black Mountain 77 101 25 56
Mafube 131 144 51 79
Cennergi (103) (65) (34) (40)
SDCT (2) (2)
Total equity income 3 631 3 602 1 616 994
1 Includes Exxaro’s effective shareholding in SIOC and Tronox’s restatement of
R71 million and R27 million, respectively, which were accounted for in 2013 as
the amounts were not considered material to restate Exxaro 2012 numbers.
Equity-accounted investments financial contribution
Overall equity-accounted investment income remained stable.
Equity-accounted income from Exxaro’s 19,98% shareholding in SIOC increased by
30% largely reflecting an increase in export iron ore prices and a weaker
ZAR/US$ exchange rate, partially offset by lower production from Sishen mine.
Exxaro’s share in Tronox’s profits of 2012 turned into a loss of R638
million for the year ended 31 December 2013, mainly as a result of purchase
price accounting adjustments processed in 2013, lower mineral sands and
pigment prices in 2013 and a R470 million non-recurring bargain purchase
recorded in 2012, partially offset by higher volumes in 2013.
Black Mountain’s equity-accounted income declined by 24% mainly due to a
10% reduction in selling prices, coupled with a decline in sales volumes.
Mafube recorded 9% lower profits in 2013 compared to 2012 mainly due to
accelerated depreciation of assets and environmental rehabilitation scope
changes which resulted in higher costs in the statement of comprehensive
income.
Cennergi’s two wind projects reached financial close in the second quarter
of 2013, resulting in increased once-off legal, consulting and other costs.
Salary costs also rose from 2012 to 2013 as these were only incurred for
eight months in 2012. Cennergi entered into a number of foreign exchange
contracts to hedge future euro payments during the construction phase of
renewable energy projects. The fair value adjustment on the ineffective portion
of these contracts resulted in additional losses compared to 2012.
Portfolio improvement
Coal capital expenditure and project pipeline
Construction on the Grootegeluk Medupi Expansion Project (GMEP) to supply
Eskom’s Medupi power station with 14,6 million tonnes per annum (Mtpa) of
coal is now 97% complete. The coal supply ramp-up began in 2013,
with 1,3Mt produced and 0,9Mt dispatched to Matimba power station after
industrial action affected the mine’s production in the first quarter of
2013. Further ramp-up and performance testing will be done in the first half of
2014 as per the revised contractual arrangement.
GMEP outstanding mining equipment that was delayed on the back of the revised
ramp-up schedule agreed between Exxaro and Eskom is provided for
in Phase 3. Total project expenditure to date is R9,3 billion with total
capital expenditure forecast at R10,2 billion, including GMEP’s portion of the
houses and backfill project.
The backfill project has progressed well, with Phase 1 completed in 2013. It is
expected to be operational in the first quarter of 2014. Phase 2 is planned to
be completed by the end of 2017.
The bankable feasibility study on Thabametsi, a prospective greenfields
opencast mine adjacent to Grootegeluk in the Waterberg, Limpopo province, is
scheduled to begin in the second quarter of 2014 and to be completed in the
first half of 2015. The mining right application process is under way and we
anticipate that first coal production will be achieved by 2016/17, depending on
the 600MW Waterberg independent power producer and water supply development
schedules.
Changing market conditions, delays in availability of feedstock and
uncertainty caused by low power availability due to delays in constructing the
Medupi and Kusile power stations resulted in numerous changes in implementing
our reductants (semi-coke) projects. By rebranding char as semi-coke and
repositioning an improved premium product through value-in- use, demand for
semi-coke has increased to exceed Exxaro’s current production capacity. This
has created the opportunity for expansion of between two and four retorts,
depending on availability of feedstock. This expansion is now in prefeasibility
study phase after completing a concept study in October 2013. The bankable
feasibility study is expected to be completed in the fourth quarter of 2014.
In January 2014, Exxaro concluded the sale of the assets of NCC to
Universal Coal, an Australian Stock Exchange-listed junior coal mining company
that owns the adjacent Roodekop reserve. Conditions precedent to the
transaction include a section 11 approval required in terms of the Mineral and
Petroleum Resources Development Act for the transfer of the new-order mining
right from Exxaro Coal Mpumalanga Proprietary Limited to
the new owners. After extensive consultation with the unions and employees of
NCC, a successful section 189 process was concluded in terms of the
Labour Relations Act. Of the 371 NCC employees, 296 have been redeployed
in the Exxaro group and 40 were retrenched or retired. Exxaro has subsequently
placed the mine on care and maintenance, with 35 people employed for this
purpose, until fulfilment of all conditions precedent makes the transaction
unconditional and the operation is handed over to the new owners.
The environmental authorisation on the Belfast colliery project, expected
to produce both export and power station coal, was received in July 2013 and
the mining right was executed in October 2013. The integrated water
use licence authorisation is anticipated in the first half of 2014 and the
bankable feasibility study is on track for conclusion in the first quarter of
2014, culminating in an investment decision by the end of the first
half of 2014.
The 2013 value engineering programme on the Moranbah project, a 50:50 joint
venture with Anglo American plc located in the Bowen Basin of Queensland
Australia, has been successfully executed.
Ferrous capital expenditure and project pipeline
The exploitation licence for the Mayoko project was issued by the Republic of
Congo government during the second half of 2013. The mining convention, Port
Autonome de Pointe Noire Memorandum of Understanding as well as the
rail framework agreements with Chemin de fer Congo-Océan were signed in
Brazzaville on 29 January 2014. Negotiations will continue during the first
quarter to finalise the outstanding commercial terms in order to execute all
the necessary agreements. A revised phasing plan and budget for the project
will then be presented to the board in order to consider an investment
decision. Meanwhile, the development of Phase 1 of the
Mayoko project continues to progress as additional exploration has focused
on improving the confidence of the banded iron formations at Lekoumou and
Mipoundi. Capital expenditure on developing the Mayoko project for 2013 was
R1,6 billion, bringing total capital expenditure since acquisition to R2
billion.
A bankable feasibility study for the Ferrosilicon expansion project was
concluded in 2013. The start of the expansion project has been approved and is
scheduled for the first half of 2014, with commissioning of the
additional plant expected in the second half.
Following a shutdown of the demonstration facility in the third quarter of
2012, the AlloyStream Letaba project (50:50 JV with Assmang Limited)
resumed as planned in 2013, with the second campaign aimed at validating
performance and scale-up. This is scheduled for the first quarter of 2014.
Energy capital expenditure and project pipeline
Cennergi, a 50:50 joint venture with Tata Power, continues the project
execution phase of both its 134MW Amakhala Emoyeni wind farm (AEWF) project and
the 95MW Tsitsikamma Community Development Wind Farm (TCWF) project for which
it achieved financial close under window 2 of the Department of Energy’s
rolling renewable energy independent power producer procurement programme in
2013.
Construction on the AEWF project is due to begin in June 2014 and be completed
in the second quarter of 2016, with a commercial operation date
planned for the third quarter of 2016. The Cookhouse and Bedford Community
Trusts own 5% of the equity of the project. Construction on the TCWF project
located on the amaMfengu community land, in the Eastern Cape,
which Cennergi is developing with Watt Energy and the Tsitsikamma
Development Trust, is due to begin in September 2014 and be completed in the
fourth quarter of 2015, with commercial operation date planned for the first
quarter of 2016. Cennergi owns 75% of this project while Watt Energy and the
trust own 25%.
The agreements between Linc Energy and Exxaro in relation to the development of
an underground coal gasification project as a commercial business to develop
energy solutions in sub-Saharan Africa became
unconditional in November 2013. This was after Exxaro obtained an
extension of the prospecting right of an envisaged development site from the
Department of Mineral Resources and Exchange Control approval being granted by
the South African Reserve Bank for payment of licence fees and royalties for
the intellectual property.
Base metals
The previously impaired Zincor refinery was disposed of at the end of November
2013 to Lebonix Proprietary Limited for a total cash consideration of R183
million. This transaction completes the Zincor
divestment process, which began when production of zinc metal at Zincor ceased
in 2011 and follows on the sale of Rosh Pinah Mine in 2012.
Exxaro continues to retain the 26% investment in Black Mountain and 11,7%
in Chifeng.
Recognition and awards
Exxaro received the 2013 Frost & Sullivan Visionary Innovation Award. These
awards recognise companies in a variety of regional and global
markets for demonstrating outstanding achievement and superior performance in
areas such as leadership, technological innovation, customer service
and strategic product development. Industry analysts compare market
participants and measure performance through in-depth interviews, analysis
and extensive secondary research to identify best practices in the industry.
This was the second successive year in which Exxaro was recognised.
Exxaro has been certified as a Top Employer South Africa 2013/14 (first in the
mining industry) by the Top Employers Institute. This certification confirms
the primary and secondary benefits, working conditions, training and career
development as well as culture management within the group.
The group’s Chief Executive Officer, Sipho Nkosi received the MS Louw
Award for business leadership from the Afrikaanse Handelsinstituut.
The group company secretary, Carina Wessels, was elected president of the
Corporate Secretaries International Association, where she will head an
executive committee with representatives from the United States, Far East,
Africa and Australia. The institution promotes best practices in corporate
secretariat, corporate governance and compliance services.
A two-year wage offer tabled by South African coal producers, including Exxaro,
was signed in the second half of 2013, after two months of negotiations under
the auspices of the Chamber of Mines. This is expected to bring some stability
to labour relations during 2014.
Outlook
Despite global economic risks (mainly related to oil prices, United States
tapering of quantitative easing and the fragile Euro zone, volatile
exchange rates and commodity prices), the global economy still points to a
gradual recovery for 2014. The South African economic growth outlook is
expected to remain fragile with a weakening exchange rate which will
dampen domestic demand and increase inflation. Labour discontent on the back of
unresolved socio-economic issues and union rivalry are expected to remain a
challenge for the local mining industry.
2014 coal export sales are expected to be affected mostly by commodity
price volatility, ZAR/US$ exchange rate fluctuations and the availability of
trains from Transnet Freight Rail (TFR). As Exxaro has ceased
production at the NCC export mine in 2013, export performance in 2014 will
hinge largely on TFR performance between the Waterberg and Richards Bay.
Both thermal and coking coal seaborne markets are expected to remain soft given
an oversupply of coal globally. Developments on TFR’s first-phase expansion of
capacity, on the line from Lephalale in the Waterberg, from
4Mtpa to 23Mtpa by 2018 are expected to have a positive long-term impact on
Exxaro’s bottom line. That expansion is crucial to the group meeting its
commitments to Eskom. Given that Mpumalanga coal deposits will have largely
been exhausted in the medium term, keeping the Mpumalanga power
stations going with coal from the Waterberg has been designated a national
development priority.
In the domestic market, demand for steam and metallurgical coal is
expected to be stable in 2014. Demand for power station coal from Eskom is,
however, expected to be weaker than in 2013 due to the current high level of
coal stock-days at Eskom power stations.
Exxaro continues to engage with Eskom following the recent announcement of the
delay in the construction of the Medupi power station and the impact
this is expected to have on the previously revised volume off-take agreement
between the two parties.
The focus on the Mayoko project in 2014 will be mainly on ensuring the
successful conclusion of the detailed port and rail agreements. This is
expected to be completed in the first half of 2014. It is also expected that
the prefeasibility study on Phase 2 will be completed in the fourth quarter of
2014.
Stable off-take is expected in the FerroAlloys business, with full production
targeted. Eskom remains a threat to the ferroalloy industry,
but has announced that it will not continue with its ‘electricity buy-back’
scheme and will employ other methods to reduce electricity consumption.
For Exxaro to remain a resilient, long-term, sustainable enterprise, we must
continuously shape and adapt our business to external market conditions and
geographical locations.
Continued review of costs is expected to assist the group to weather the next
few years where cost pressures, subdued global demand and lower available
sources of finance are critical for running a value-adding business.
The financial information on which the outlook statement is based has not been
reviewed or reported on by the group’s external auditors. These forward-looking
statements are based on management’s current expectations and subject to
uncertainty and changes in circumstances. The forward- looking statements
involve risks that may affect the company’s operations, markets, products,
services and prices. Exxaro undertakes no obligation to update or revise any
forward-looking statements, whether as a result of
new information or future developments.
Changes to the board
Dr CJ Fauconnier was appointed as independent non-executive director to
the board of Exxaro Resources Limited from 1 November 2013. He previously
served as the chief executive officer of Kumba Resources Limited and Exxaro
from 2001 to 2007. The board welcomes Dr CJ Fauconnier.
Mr U Khumalo resigned as non-executive director effective 31 January 2013.
The board expressed its sincere appreciation for his contribution during his
tenure.
Final dividend
Notice is given that a gross final cash dividend, number 22 of 315 cents per
share, for the 2013 financial year has been declared, payable to shareholders
of ordinary shares. Total secondary tax on companies (STC) credits available
for offsetting against the dividend tax amount to R195 million (54,51893 cents per
share). The gross local dividend amount is 315 cents per share for shareholders
exempt from Dividend Tax. The dividend declared will be subject to a dividend
withholding tax of 15% for all shareholders who are not exempt from or do not
quality for a reduced rate of
withholding tax. The net local dividend payable to shareholders subject to
withholding tax at a rate of 15% amounts to 275,92784 cents per share. The
number of ordinary shares in issue at the date of this declaration is
358 115 505. Exxaro’s tax reference number is 9218/098/14/4.
The salient dates relating to payment of the dividend are:
Last day to trade cum dividend on the JSE Friday, 4 April 2014
First trading day ex dividend on the JSE Monday, 7 April 2014
Record date Friday, 11 April 2014
Payment date Monday, 14 April 2014
No share certificates may be dematerialised or rematerialised between Monday,
7 April 2014 and Friday, 11 April 2014, both days inclusive. Dividends for
certificated shareholders will be transferred electronically to their bank
accounts on payment date. Shareholders who hold dematerialised shares will have
their accounts at their central securities depository participant (CSDP) or
broker credited on Monday, 14 April 2014. On behalf of the board:
Len Konar Sipho Nkosi Wim de Klerk
Chairman Chief Executive Officer Finance Director
5 March 2014
Announcement to shareholders: section 45
Notice is hereby given, in terms of section 45 of the Companies Act, No 71 of
2008, as amended (the Act), that pursuant to the authorisation granted
at the general meeting of Exxaro Resources Limited held on 24 May 2013, the
board of directors of the company, at its meeting held on 4 March
2014, has approved, in accordance with section 45 of the Act and the JSE
Limited Listings Requirements, the giving of financial assistance to
related and interrelated companies of the company up to an amount not exceeding
R40 billion, at any time and from time to time during the period
1 January to 31 December 2014.
The board has confirmed that, after considering the reasonably foreseeable
financial circumstances of the company, it is satisfied that, immediately after
providing such financial assistance, the company will satisfy the solvency and
liquidity test, as contemplated in section 45 of the Act and detailed in
section 4 of the Act; and that the terms under which such assistance is
proposed to be given, are fair and reasonable to
the company.
CH Wessels
Group Company Secretary
5 March 2014
Corporate information
Registered Office Transfer Secretaries
Exxaro Resources Limited Computershare Investor
Roger Dyason Road Services Proprietary Limited
Pretoria West, 0183 Ground Floor
Tel: +27 12 307 5000 70 Marshall Street
Fax: +27 12 323 3400 Johannesburg, 2001
PO Box 61051
Marshalltown, 2107
This report is available at: www.exxaro.com
Directors: Dr D Konar*** (Chairman), SA Nkosi* (Chief Executive Officer),
WA de Klerk* (Finance Director), S Dakile-Hlongwane**, Dr CJ Fauconnier***
JJ Geldenhuys***, NB Mbazima**^, VZ Mntambo**, RP Mohring***, Dr MF Randera**,
J van Rooyen***, NL Sowazi**, D Zihlangu**
* Executive ** Non-executive *** Independent non-executive ^ Zambian.
Prepared under supervision of: WA de Klerk, CA(SA)
Group Company Secretary: CH Wessels
Investor Relations: P Lebina (+27 12 307 3081)
Sponsor: Deutsche Securities (SA) Proprietary Limited (+27 11 775 7000)
If you have any queries regarding your shareholding in Exxaro Resources
Limited, please contact the transfer secretaries at +27 11 370 5000.
Date: 06/03/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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