Wrap Text
Notice of AGM and audited financial results
Jubilee Platinum PLC
Registration number (4459850)
AltX share code: JBL
AIM share code: JLP
ISIN: GB0031852162
("Jubilee" or the "Company”)
Notice of Annual General Meeting
Audited results for the year ended 30 June 2017
The directors of AIM traded Jubilee, the Mine-to-Metals company, are pleased to release its audited results for the year ended 30 June 2017.
Notice of Annual General Meeting
The Company also hereby gives notice of the Company’s 2017 Annual General Meeting, which will be held on 4 December 2017 at 11:00 am UK time at Fladgate LLP,
16 Great Queen Street, London, WC2B 5DG to transact the business as stated in the notice of Annual General Meeting. The Group’s Annual Report for the year
ended 30 June 2017 has been posted to the website, www.jubileeplatinum.com, with the notice of the Company’s 2017 Annual General Meeting. Shareholders are
advised that the Notice of Annual General Meeting, including a Form of Proxy, for the year ended 30 June 2017 has been posted to Jubilee shareholders today, 10
November 2017.
Highlights for period under review
Financial Highlights
Group revenue up to GBP 9.81 million (ZAR 169.59 million)(1) ((2016: GBP 1.47 million (ZAR 25.41 million))
Group loss for the year from continuing operations, excluding once off non-cash items (2), decreased by 61.87 % to GBP 2.10 million (ZAR 36.42 million) ((2016: loss
of GBP 3.41 million (ZAR 58.97 million))
Group loss per share from operations, excluding once off non-cash items(2) is 0.25 pence (ZAR 4.27 cents) ((2016: 0.38 pence) (2016: ZAR 8.07 cents))
Operating expenses from continuing operations down 26.69 % to GBP 3.44 million (ZAR 59.46 million) ((2016: GBP 4.69 million) (ZAR 81.06 million))
(1)= for income statement purposes conversions are at the average £: ZAR rate for the period under review and for balance sheet purposes conversions are at the
closing rate as at the period end. All other conversions are at rates as at the time announced.
(2)= Impairment of intangible assets totaled GBP8.47 million, net of tax, which if included equates to a group loss per share of 1.07 pence (ZAR 18.55 cents)
Operational Highlights
The DCM Operations deliver first full year of production with total chrome concentrate produced of 78 588 tonnes, resulting in revenue of GBP 9.37 million (ZAR
161.94 million)
The Hernic PGM and chrome project is bought into operation and delivers its first saleable PGM concentrate in April 2017 producing 808 PGM(1) ounces by end June
2017 and resulting in revenue of GBP 0.43 million (ZAR 7.43 million)
Jubilee acquires the rights to the PGMs contained in the PlatCro material estimated at 1 400 000 tonnes of PGM containing surface material
The Tjate Platinum project is awarded its mining right in March 2017
(1)= Precious Group Metals ( platinum, palladium, rhodium, iridium, ruthenium and gold)
Highlights post the period under review
DCM chrome and PGM processing agreement replaced with a 50/50 partnership agreement on all chrome concentrate produced at DCM while reaffirming its
exclusive PGM right
3rd Party chrome ore processing agreement executed with DCM targeting the of up to 40 000 tonnes per month of chrome ore to supplement the DCM material
Joint Venture agreement executed with BMR Group PLC for the Kabwe lead, zinc and vanadium surface processing project estimated to contain 6 400 000 tonnes of
lead, zinc and vanadium rich material at surface
Jubilee executes a USD 50 million funding agreement to support the Company’s targeted project build program
Overview
Jubilee has delivered a remarkable operational performance during the period under review with continued strong growth post the period under review. The period
has seen Jubilee being awarded the mining licence for the Tjate platinum project and ramping-up the DCM chrome operation to reach 78 588 tonnes of saleable
chrome concentrate, while delivering the Hernic chrome and platinum recovery plant targeting 660 000 feed tonnes per annum.
Post the period under review, Jubilee continued acquiring further access to valuable surface resources which included the acquisition of the PGMs contained in the
surface material at PlatCro Minerals (“PlatCro”) in South Africa as well as entering into a joint venture agreement with BMR Group PLC to execute the Kabwe surface
processing project targeting the recovery of lead, zinc and vanadium from surface material in Zambia. These transactions extended Jubilee’s reach beyond the
borders of South Africa into both PGMs and base metals leveraging off its in-house metallurgical skill, project execution track record and operational performance.
Jubilee now holds a project portfolio containing low risk, high return, short term projects which includes:
Platinum project to recover PGMs from the estimated 1 400 000 tonnes surface stock at PlatCro in South Africa
Platinum project to recover PGMs from the estimated 800 000 tonnes at surface at DCM in South Africa
Kabwe project to recover lead, zinc and vanadium from the estimated 6 400 000 tonnes (3 200 000 tonnes JORC compliant) surface tailings at the Kabwe
operations in Zambia
The Company continues to actively pursue further projects consistent with its stated mission to grow the Company’s processing capacity of at or near-surface
material.
Jubilee has responded well to challenges in the global PGM markets as reflected in PGM prices by diversifying its earnings generation to include chrome and PGMs
and expanding its project portfolio into base metals such as lead, zinc and vanadium. Jubilee’s surface projects remain robust at these metal prices as reflected in
Jubilee’s Q3 2017 update, recording a unit cost per PGM ounce produced of USD 476, which is set to reduce further as the project continues to increase its
production. Jubilee’s surface projects has the benefit of not being exposed to mining cost or associated mining risk.
Jubilee’s operations
Hernic – South Africa
The Hernic project is the second of the Company’s operating PGM-bearing surface tailings projects and targets processing in excess of 660 000 feed tonnes tailings
per year. The project has access to an estimated 3 000 000 tonnes of PGM material, to which Hernic continues to add further current arisings material. The project,
which is estimated to contain in excess of 224 000 (3PGM + Au) ounces, is the largest PGM beneficiation plant in South Africa to process surface chrome tailings.
The Hernic project commenced construction in June 2016 with commissioning starting in January 2017 and delivering its first PGM ounces to market in April 2017.
Total project capital spent on the targeted 660 000 tonnes per annum chrome and PGM processing facility reached GBP 12.97 million (ZAR 220 million) of which the
total debt burden of the project was reduced to GBP 2.98 million (ZAR 50.54 million) as at the date of this report.
The data below in table 1 captures the commissioning and ramp-up phases of the project with the data for Q3 2017 illustrating the continued increase in production
and earnings growth following the period under review. The unit cost per PGM ounce produced has reduced to USD 476 during Q3 2017 and is set to reduce further
in-line with the expected continued increase in production for Q4 2017.
Table 1 below presents the operational performance of the Hernic operations for the period under review (Q2 2017) and the following quarter Q3 2017:
Jubilee Jubilee Unit cost /
Tailings PGM Project Project Project Project
attributable attributable PGM
processed ounces revenue 1 revenue2 earnings3 earnings
earnings earnings ounce
tonnes delivered (GBP'000) (ZAR'000) (GBP'000) (ZAR'000)
(GBP'000) (ZAR'000) (USD)
Q2 2017 80 828 808 459(4) 7.604 (110) (1.928) (110) (1.928) 901
Total Q3
105 673 2 874 1.539 26.581 496 8.592 496 8.592 476
2017
1= Revenue from the current project phase - 100% attributable to Jubilee until full capital recovery. Revenue is projected based on latest average PGM market prices and USD
exchange rates and results are only final once final Quotational Period has passed
2= Average monthly conversion rates used
3= Project Earnings include all incurred operational costs including management services and mineral royalties
(4) = Figures as per quarterly updates announced. The annual total can differ from the annual audited result due to different conversion rates used.
Dilokong Chrome Mine (DCM) – South Africa
Jubilee’s subsidiary, Jubilee Tailings and Treatment Company Proprietary Limited (“JTTC”), holds the exclusive rights to beneficiate the PGMs and chrome from the
platinum and chrome-containing surface material at Dilokong Chrome Mine Proprietary Limited (“DCM”) a subsidiary of ASA Metals Proprietary Limited (“DCM
Platinum Project, Processing Agreement”).
The Processing Agreement gives Jubilee access to more than 800 000 tonnes (Sept 2012) of surface material containing 74 000 ounces 4E PGM (platinum, palladium,
rhodium and gold). JTTC achieved stable project target design operations during Q4 2016. In February 2016 Jubilee executed a further processing agreement (“the
Processing Agreement”) to expand and operate on DCM’s behalf the chrome beneficiation plant.
Immediately following the period under review, and in an ongoing co-operation with DCM, Jubilee executed a new framework treatment of tailings and chrome ore
agreement (“New Agreement”) with DCM, thereby cancelling and superseding all existing agreements in respect of chrome processing and PGM recovery at DCM.
The New Agreement transforms Jubilee’s DCM operations as an equal joint venture with DCM, on all chrome ore including 3rd party chrome ore. This New
Agreement now affords Jubilee the right to 50 % of all chromite earnings generated from the processing of third party or other Chromite Ore. This New Agreement
captures the growth of the DCM project from initially Jubilee holding no rights to earnings from chromite ore at the outset of the DCM project. The New Agreement
further secures Jubilee’s unencumbered PGM rights from all material processed at DCM irrespective of source.
Jubilee further executed an ore processing agreement (“Ore Agreement”) in addition to the New Agreement, in terms of which Jubilee is contracted to toll process
up to 40 000 tonnes per month of 3rd party Chrome Ore for an initial three year term period – mutually extendable. Under the terms of the Ore Agreement Jubilee
also secured the rights to the PGMs in the 3rd party Chrome Ore which further supplements the existing PGMs already contained in the surface material at DCM.
DCM plant’s spare capacity will be utilized for this processing, which has the potential to more than double current DCM’s operational throughput. The additional
PGMs secured provides Jubilee the opportunity to expand its PGM recovery strategy at DCM and materially add to the Company’s earnings, since the fixed cost
element of DCM’s operation would remain relatively unchanged. This Ore Agreement continues Jubilee’s organic growth in this field and is a step in its stated intent
to consolidate chrome and platinum retreatment in the region.
During the period under review the DCM operations performed well with its first full year of operation under the terms of the Processing Agreement. The New
Agreement as announced on 5 September 2017, between DCM and Jubilee became effective on 1 September 2017. The effect of this New Agreement together with
the ramp-up of processing 3rd party ore at the DCM operations will reflect in the 2018 financial period.
The table below presents the operational performance of the DCM operations for the period under review and the following quarter Q3 2017:
Chromite Jubilee Jubilee
Project Project Project Project
concentrate attributable attributable
revenue revenue 1 earnings2 earnings
produced earnings earnings
(GBP'000) (ZAR'000) (GBP’000) (ZAR’000)
tonnes (GBP’000) (ZAR’000)
Total Q3 2016 26 848 2.141 38.368 1.581 28.320 587 10.505
Total Q4 2016 19 108 2.642 45.714 1.714 29.668 368 6.367
Total Q1 2017 14 973 3.372 55.224 2.407 38.862 408 6.664
Total Q2 2017 17 659 1.348 22.731 386 6.504 399 6.727
Total for period 78 588 9.503(3) 162.037 6.088 103.354 1.762 30.263
under review
Total Q3 2017 15 134 1.129 19.526 184 3.173 356 6.139
1= Average monthly conversion rates used
2 = Project earnings include project expenditure on plant and equipment
(3) = Figures as per quarterly updates announced. The annual total can differ from the annual audited result due to different conversion rates used.
Chairman’s statement
Dear Shareholder,
The year under review has been an exceptional period of growth for Jubilee. Jubilee established itself as a diversified producer of metals entering both the chrome
and platinum industry through the ramp-up of its DCM operations and commissioning of the Hernic project while the Tjate platinum project was awarded its mining
license. Jubilee continued its drive to grow post the period under review with the acquisition of the surface PGMs at PlatCro and joint venture agreement with BMR
Group PLC to execute the Kabwe surface project in Zambia.
At the commencement of the year, the Hernic plant was approximately 50 % built with the Company gaining significant financial contribution from Dilokong enjoying
the benefits of increasing chrome prices and our participation in chrome benefits.
We announced on 6 February 2017 that the Hernic plant commenced production and that the first chromite concentrate had been produced. In the same
announcement shareholders were advised, that focus had now moved to the commissioning of the PGM recovery plant. The commissioning of the PGM circuit was
completed towards the end of March 2017 and we announced PGM production on 29 March 2017. Thereafter we saw increased production of chromite and PGMs
as the various circuits underwent troubleshooting and optimisation. Throughout the period under review the Hernic contribution improved month on month and at
the time of writing this report, we had reached a total of 3 682 ounces of PGM production. A significant financial performance was the PGM production cost of USD
476 per ounce for the third quarter 2017. This demonstrates that the operation is extremely resilient to the volatile and depressed PGM prices experienced during
the year. We continue to optimise at Hernic and are confident of reduced cost throughout the operation, improving productivity and significant financial contribution
to the group.
The Dilokong operation continued to grow its earnings with upgraded platinum concentrate stockpiles being accumulated at the operation. During the early part of
this year, we advised shareholders that Dilokong financial results would be considerably advanced by the acquisition of third party ore to be processed at Dilokong
and towards the end of the first quarter of 2017 we processed our first third party ore.
Post the closing of this review period, we announced a significant new partnership agreement for third party ore which will provide for an additional 40 000 tonnes
of ore per month for a minimum three year period. The financial effect of this contract will be very positive to the Dilokong operation and to the attributable income
for Jubilee.
In terms of the Middelburg smelter and power station disposal, final proceeds were received mid-March 2017 after full and final settlement post arbitration.
A major milestone for the Company was achieved on 2 March 2017 when we announced that the Tjate Platinum project had been awarded its mining right. The
project represents an extremely, large PGM metal resource and in terms of the fourth generation of new platinum mines is favourably positioned in terms of depth,
grade continuity and is relatively geologically untroubled compared to its peers. We are now busy carrying out all things necessary to maintain compliance with the
terms and conditions of the mining right order. The board are fully aware that new mine development in the platinum industry is not immediately evident, but
remain convinced that Tjate will play a significant role in the future growth of South Africa’s platinum industry in general and this Company in particular.
Our new business development in the past has been proactive and responsive and once projects have been acquired, financing structures were sought to achieve the
acquisition or earn-in requirements. The board considered this to be a less than satisfactory arrangement and commenced a search for a funding partner who knew
our business and shared our aspirations for its growth.
Post balance sheet in August 2017, we announced an agreement with Riverfort Capital Group Limited for a project funding agreement of USD 50 million. We have
not yet used this agreement for any new projects but are highly encouraged that we have the arrangement in place as we enter more and more discussions for new
projects.
A further major post balance sheet announcement was made on 23 October 2017, which involved the joint venture with BMR Group PLC (“BMR”). This joint venture
is based in Zambia and relates to the Kabwe lead, zinc and vanadium historical surface deposits. This project involves Jubilee investigating, developing flow sheets
and if appropriate building a treatment plant in joint venture with BMR. The surface deposits are large and entail at least 6 400 000 tonnes of material of which 50 %
is JORC compliant. The joint venture entails that Jubilee, stage advances up to GBP 2.30 million and thereafter shares some 40 % of the beneficial earning arising
from the project. This agreement is very important on the basis that the Company is now involved in a different company, country and in different commodities thus
providing a hedge to the Bushveld complex and South Africa.
In terms of PGM metal prices we remain somewhat disappointed as to their volatility and low top range. This being despite more cars being built and a prosperous
new global economy with good signs for emerging markets. There is much talk about the electric car being the answer and therefore displacing the need for fuel cell
powered motor cars. The Jubilee board believes that the electric car is an interim step and the emergence of the fuel cell will significantly enhance the fortunes of
the platinum producing industry.
In any event we are seeing the normal supply demand attrition and supply response which is a cycle common to all commodities.
Jubilee has emerged, at the time of writing this report as a diversified producer with many significant opportunities currently being investigated and negotiated at an
advanced level. A number of these opportunities, if brought to completion, could change the short-term prospects for Jubilee and make the mid-cap space, to which
I often allude, a reachable target.
Jubilee, having completed two projects, is now at a very important stage in its evolution and the board has to consider the merits of organic growth against
corporate acquisition growth or combination thereof. We are mindful that the resource world has not rebounded from the woes of the past and that major
opportunities exist for companies committed to growth. Jubilee is one of those companies.
Although the board expects to realise the value of the Nickel Tailings Project, the board felt it prudent to impair the asset until the legal impasse with BHP is resolved.
The Group reported a loss per share from continuing operations for the period under review, excluding impairments of intangible assets, of 0.25 pence (ZAR 4.27
cents) compared to a loss of 0.38 pence (ZAR 8.07 cents) for the comparative period. Impairment of intangible assets totaled GBP 8.47 million, net of tax, which if
included equates to a group loss per share of 1.07 pence (ZAR 18.55 cents).
Finally I would like to thank everyone concerned at whatever level in Jubilee who have assisted in taking the Company to its current position. In particular I would like
to thank the Chief Executive Officer Leon Coetzer and his immediate team for their commercial prowess and intellectual and managerial contribution to our projects.
Their efforts have been instrumental in creating the Jubilee brand, which is now exportable, credible and achieving global recognition.
Colin Bird
Non-Executive Chairman
Financial statements for the year ended 30 June 2017
Consolidated statement of comprehensive income for the year ended 30 June 2017
Figures in Sterling 2017 2016
Continuing operations 9 805 701 1 473 921
Revenue Cost of sales (8 038 731) (608 309)
Gross profit 1 766 970 865 612
Other income 348 10 725
Operating expenses (3 439 040) (4 690 862)
Operating loss (1 671 722) (3 814 525)
Investment revenue 18 673 144 077
Gain on non-current assets held for sale or
disposal groups - 84 680
Impairment of intangible assets (18 570 584) -
Finance costs (198 565) (13 418)
Loss before taxation (20 422 198) (3 599 186)
Taxation 9 849 606 201 901
Loss from continuing operations (10 572 592) (3 397 285)
Discontinued operations
Loss from discontinued operations - (276 660)
Loss for the year (10 572 592) (3 673 945)
Other comprehensive income:
Exchange differences on translating foreign operations 6 104 352 2 653 926
Total comprehensive loss (4 468 240) (1 020 019)
Attributable to:
Owners of the parent:
Loss for the year from continuing operations (10 570 058) (3 412 174)
Loss for the year from discontinuing operations - (283 749)
Loss for the year attributable to owners of the parent (10 570 058) (3 695 923)
Non-controlling interest:
(Loss)/profit for the year from continuing operations (2 534) 14 889
Profit for the year from discontinuing operations - 7 089
Profit for the year attributable to non-controlling interest (2 534) 21 978
Total comprehensive loss attributable to:
Owners of the parent (4 878 961) (1 009 610)
Non-controlling interest 410 721 (10 409)
(4 468 240) (1 020 019)
Basic and diluted loss per share (pence) – continuing
operations (1.07) (0.38)
Basic and diluted loss per share (pence) – discontinued
operations - (0.03)
Loss per share (1.07) (0.41)
Consolidated statement of financial position as at 30 June 2017
Figures in Sterling 2017 2016
Assets
Non-current assets
Property, plant and equipment 13 161 021 4 977 784
Intangible assets 48 166 942 61 838 764
Deferred tax - 218 345
61 327 963 67 034 893
Current assets
Inventories 44 789 –
Other financial assets - 555 159
Current tax receivable 15 870 15 870
Trade and other receivables 3 222 150 1 074 509
Cash and cash equivalents 4 635 636 4 414 908
7 918 445 6 060 446
Total assets 69 246 408 73 095 339
Equity and liabilities
Equity attributable to equity holders of parent
Share capital 87 674 940 82 515 169
Reserves 23 078 043 17 997 713
Accumulated loss (57 261 760) (46 799 127)
53 491 223 53 713 755
Non-controlling interest 2 867 039 2 456 318
56 358 262 56 170 073
Liabilities
Non-current liabilities
Other financial liabilities 688 000 -
5 362 500 14 677 152
Deferred tax
6 050 500 14 677 152
Current liabilities
Other financial liabilities 3 083 581 –
Trade and other payables 3 754 065 2 248 114
6 837 646 2 248 114
Total liabilities 12 888 146 16 925 266
Total equity and liabilities 69 246 408 73 095 339
The financial statements were authorised for issue and approved by the Board on 9 November 2017 and signed on its behalf by:
Leon Coetzer
Chief Executive Officer
Company number 04459850
Consolidated statement of changes in equity for the year ended 30 June 2017
Foreign
currency Share-based Total attributable Non-
Share translation Merger Payment Accumulated to equity holders controlling
Figures in Sterling capital reserve reserve reserve Total reserves loss of the Group interest Total equity
Balance at 1 July
2015 75 896 582 (11 640 768) 23 184 000 5 199 026 16 742 258 (43 495 910) 49 142 930 365 071 49 508 001
Changes in equity
Total comprehensive
income for the year
– 2 686 313 – – 2 686 313 (3 695 923) (1 009 616) (10 409) (1 020 019)
Issue of share capital
net of costs 6 618 587 – – – – – 6 618 587 – 6 618 587
Disposal of
subsidiaries – 1 820 818 – – 1 820 818 (1 820 818) – (397 268) (397 268)
Warrants issued – – – 304 925 304 925 – 304 925 – 304 925
Options issued under
new scheme – – – 1 155 847 1 155 847 – 1 155 847 – 1 155 847
Option cancelled
under old scheme – – – (4 450 210) (4 450 210) 4 450 210 – – –
Warrants exercised – – – (258 306) (258 306) 258 306 – – –
Warrants lapsed – – – (3 932) (3 932) 3 932 – – –
Adjustment to NCI - - - - - (2 498 923) (2 498 923) 2 498 923 -
Total changes 6 618 587 4 507 131 – (3 251 676) 1 255 455 (3 303 216) 4 570 826 2 091 246 6 662 072
Balance at 1 July
2016 82 515 169 (7 133 637) 23 184 000 1 947 350 17 997 713 (46 799 126) 53 713 756 2 456 317 56 170 073
Total comprehensive
income for the year - 5 691 097 - - 5 691 097 (10 572 592) (4 878 961) 410 721 (4 468 239)
Issue of share capital
5,159,771 - - - - - - - -
net of costs
Warrants issued - - - 22,025 22,025 - 22,025 - 22,025
Warrants exercised - - - (632,792) (632,792) 632,792 - - -
Increase in investment
- - - - - (525,367) (525,367) - (525,367)
Total changes 5,159,771 5 691 097 - (610,767) 5 080 330 (13,374,298) (255 066) 410 721 188,190
Balance at 30 June
87 674 940 (1 442 540) 23 184 000 1 336 583 23 078 043 (57 261 760) 53 491 223 2 867 039 56 358 262
2017
Consolidated statement of cash flow for the year ended 30 June 2017
Figures in Sterling 2017 2016
Cash flows from operating activities (160 100) (688 883)
Cash used in operations 18 673 144 077
Interest income Finance costs (384 935) (13 418)
Net cash from operating activities 526 362 (558 224)
Cash flows from investing activities
Purchase of property, plant and equipment (7 161 323) (4 548 858)
Sale of property, plant and equipment 19 145 –
Purchase of other intangible assets (37 685) (4 239)
Net cash flow from disposal of discontinued operations - 3 986 126
Decrease/(increase) in loans 555 159 (555 159)
Payments in advance for tailings (1 179 220) –
Net cash from investing activities (7 803 924) (1 122 130)
Cash flows from financing activities
Net proceeds on share issues 5 159 771 5 865 560
Proceeds from other financial liabilities (2 986 434) (102 490)
Repayment of other financial liabilities 6 135 647 -
Net cash from financing activities 8 308 984 5 763 070
Total cash movement for the year 21 302 4 082 716
Total cash at the beginning of the year 4 414 908 360 829
Effect of exchange rate movement on cash balances 242 030 (28 637)
Total cash at end of the year 4 635 636 4 414 908
NOTES TO THE AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2017
1. Statement of accounting policies
The Group and Company results for the year ended 30 June 2017 have been prepared using the
accounting policies applied by the Company in its 30 June 2016 annual report which are in accordance
with International Financial Reporting Standards (IFRS and IFRC interpretations) issued by the
International Accounting Standards Board (“IASB”) as adopted for use in the EU (IFRS, including the
SAICA financial reporting guides as issued by the Accounting Practices Committee and the Companies
Act 2006 (UK). They are presented in Pound Sterling.
This financial report does not include all notes of the type normally included in an annual financial
report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30
June 2017 and any public announcements by Jubilee Platinum PLC after that date to the date of
publication of these results.
All monetary information is presented in the functional currency of the Company being Great British
Pound. The Group’s principal accounting policies and assumptions have been applied consistently over
the current and prior comparative financial period. The financial information for the year ended 30 June
2016 contained in this report does not constitute statutory accounts as defined by section 435 of the
Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar
of Companies. The auditor’s report on those accounts was unqualified did not contain a statement
under section 498(2)-(3) of the Companies Act 2006.
2. Financial review
The Group reported a loss per share from continuing operations for the period under review, excluding
impairments of intangible assets, of 0.25 pence (ZAR 4.27 cents) compared to a loss of 0.38 pence (ZAR
8.07 cents) for the comparative period. Impairment of intangible assets totaled GBP 8.47 million, net of
tax, which if included equates to a group loss per share of 1.07 pence (ZAR 18.55 cents). The impairment
relates to the Group’s interest in its Nickel Tailings Project in Australia. Although the board expects to
realise the value of the Nickel Tailings Project, the board felt it prudent to impair the asset until the legal
impasse with BHP is resolved.
The Group managed to continue to tightly control costs. Total operating expenses from continued
operations is down 26.69 % to GBP 3.44 million (ZAR 59.46 million) ((2016: GBP 4.69 million) (ZAR 81.06
million)).
Earnings per share for the year ended 30 June 2017 were as follows: 2017 2016
Basic loss for the year – continuing operations (£’000) (10 570) (3 412)
Basic loss for the year – discontinuing operations (£’000) - (283)
Total loss for the year (£’000) (10 570) (3 695)
Weighted average number of shares in issue (‘000) 984 780 906 241
Loss per share – continuing operations (pence) (1.07) (0.38)
Loss per share – discontinuing operations (pence) - (0.03)
(1.07) (0.41)
Loss per share – continuing operations (ZAR cents) (18.55) (8.07)
Loss per share – discontinuing operations (ZAR cents) - (0.67)
(18.55) (8.74)
The Group reported a net asset value of 5.04 pence (ZAR 85.54 cents) (2016: 5.65 pence (ZAR 112.38
cents) per ordinary share. The total shares in issue as at 30 June 2017 were 1 118 360 942 (2016: 991
087 994). Refer to note 6 below for details of shares issued during the period under review.
3. Dividends
The Board did not declare any dividends for the period under review. (2016: Nil)
4. Auditor’s review opinion
These results have been audited by the Group’s auditors, Saffery Champness LLP and their report
is available for inspection at the Company’s registered office. A copy of the report is also attached
to the back of this announcement as annexure 1.
5. Board
There were no changes to the board during the period under review and up to the date of this
announcement.
6. Share capital
30 June 30 June
2017 2016
Authorised
The share capital of the Company is divided into an unlimited number of
ordinary shares of 1 pence each.
Issued
Ordinary shares of 1 pence each (£) 11 183 609 9 910 872
76 491 331 72 604 297
Share premium (£)
Total issued capital (£) 87 674 940 82 515 169
Number of shares in issue
Ordinary shares 1 118 360 942 991 087 194
The Company issued the following shares during the period and up to the date of this annual report:
Number of Issue price – Purpose
Date shares Pence of the issue
Opening balance 991 087 194
21 November 2016 25 000 000 3.55 Warrants
Director
21 November 2016 1 848 167 2.44 remuneration
23 January 2017 2 300 000 3.16 Warrants
31 January 2017 2 500 000 3.15975 Warrants
03 February 2017 10 550 581 3.23 Warrants
09 February 2017 2 500 000 3.15975 Warrants
14 February 2017 2 000 000 3.15975 Warrants
17 February 2017 2 000 000 3.15975 Warrants
22 February 2017 1 450 000 3.15975 Warrants
27 February 2017 625 000 2.0 Warrants
27 February 2017 500 000 2.5 Warrants
10 March 2017 10 000 000 4.725 Warrants
23 March 2017 66 000 000 5.0 Issue for cash
Closing balance at year-end 1 118 360 942
Balance as at the last practicable date 1 118 360 942
The Company did not issue any shares after year-end to the date of this report.
During the year transaction costs accounted for as a deduction from equity amounted to GBP 314 050.
At year-end and at the last practicable date the Company had the following warrants outstanding:
Subscription End of Spot at
price exercise Volatility Issue date
Number of warrants Issue date pence period % pence
3 591 742 2015-08-12 4.750 2018-08-12 77.49 4.48
8 244 825 2016-03-23 4.725 2019-03-23 83.81 2.94
11,836,567
The fair value of these warrants was determined using the Black-Scholes Valuation Model with the
inputs illustrated in the table above. A risk free rate of 0.5 % were applied in the valuation. The
company recognised a share-based payment charge against the share-based payment reserve in the
amount of £22 025 (2016: £304 925) in accordance with section 610 (2) of the United Kingdom
Companies Act 2006. This charge relates to equity placings successfully completed.
7. Business segments
In the opinion of the Directors, the continuing operations of the Group companies comprise of four
reporting segments (including those reported on for the comparative period) being:
the beneficiation of Platinum Group Metals (“PGMs”) and development of PGM smelters utilising
exclusive commercialisation rights of the ConRoast smelting process, located in South Africa (“PGM
beneficiation and development”);
the evaluation of the reclamation and processing of sulphide nickel tailings at BHP Billiton’s Leinster,
Kambalda and Mount Keith properties in Australia (Nickel tailings);
the exploration and mining of Platinum Group Metals (“PGMs”) (Exploration and mining);
the parent company operates a head office based in the United Kingdom, which incur certain
administration and corporate costs.
The results of the discontinued operations comprise of two segments which have been combined into
one segment referred to as Disposal Group being:
base metal smelting in South Africa; and
electricity generation in South Africa.
The Group’s operations span five countries, South Africa, Australia, Madagascar, Mauritius and the
United Kingdom. There is no difference between the accounting policies applied in the segment
reporting and those applied in the Group financial statements. Mauritius and Madagascar do not meet
the qualitative threshold under IFRS 8, consequently no separate reporting is provided.
Segment report for the year ended 30 June 2017
PGM
beneficiation Total
and Exploration Other continuing Disposal
Figures in Sterling development Nickel tailings and mining operations operations group
Total revenues (9 805 702) - - - (9 805 702) -
Cost of sales 8 038 731 - - - 8 038 731 -
Forex losses 47 714 - - 24 704 72 418 -
Loss before taxation 1 511 175 18 566 747 71 118 734 887 20 883 927 (461 728)
Taxation 250 303 (10 099 909) - - (9 849 605) -
Loss after taxation 1 761 478 8 466 838 71 118 734 887 11 034 322 (461 728)
Interest received (11 609) - (760) (6 304) (18 673) -
Interest paid 198 565 - - - 198 565 -
Depreciation,
amortisation and
impairments 1 108 866 18 554 683 15 901 - 19 679 451
Total assets 24 149 529 15 131 292 26 524 677 3 440 910 69 246 408
Total liabilities (7 138 099) (2 275 862) (2 414 659) (1 059 526) (12 888 146)
Segment report for the year ended 30 June 2016
PGM
beneficiation Total
and Exploration Other continuing Disposal
Figures in Sterling development Nickel tailings and mining operations operations group
Total revenues (1 127 880) – – (346 041) (1 473 921) (1 420 145)
Cost of sales 589 290 – – 19 019 608 309 682 365
Forex losses (7 658) – – 77 571 69 913 –
Loss before taxation 787 554 10 711 16 174 2 784 748 3 599 187 276 660
Taxation – – – – – –
Loss after taxation 787 554 10 711 16 174 2 784 748 3 599 187 276 660
Interest received (120 301) – (75) (23 701) (144 077) (193)
Interest paid 5 – – 13 413 13 417 –
Depreciation and
amortisation 597 613 – 838 – 598 451 –
Total assets 14 004 569 31 666 391 23 626 458 3 797 622 73 095 339 –
Total liabilities (2 904 304) (9 656 474) (3 885 972) (478 516) (16 925 267) –
8. Going concern
The Directors have adopted the going-concern basis in preparing the financial statements.
The period under review was transformational for the Jubilee Group of companies and it has
continued to successfully implement its Metals Recovery Strategy which is advancing at an
encouraging pace and the Board is confident that the Group can make further acquisitions to
complement its existing projects and extend its brand and capabilities into other global surface
projects.
The objectives of Jubilee’s Metals Recovery Strategy are threefold:
Secure low risk, low capital intensive, long-term commodity production from mine waste at an
attractive point on the global cost curve by using advanced, environmentally sustainable metal
recovery techniques;
Diversify across multiple commodities including platinum, cobalt, copper and gold to hedge income
risk and to align with global trends; and
Rehabilitate the adverse footprint left by legacy mining in accordance with International
Environmental Standards.
The field of extractive metallurgy has made substantial technological progress in the last 10 years
increasing the ability to profitably re-process materials that contain metals and minerals missed by the
initial recovery path. For several years now, Jubilee has developed successful proprietary processing
techniques to optimise metal recovery in an environmentally friendly and sustainable manner for
many companies including large blue-chip mining houses. Jubilee Processing is well positioned to
capitalise on its in-house expertise to become a global leader in this field.
On 9 August 2017, Jubilee secured a project funding structure, provided by RiverFort Capital Group
Limited (“RiverFort”), which is modelled on the successful Hernic platinum and chrome recovery
project which was also financed through RiverFort.
The key features of the Agreement are:
Funding will be provided at project-level directly to the Jubilee project subsidiary by RiverFort
USD 50 million pre-approved debt funding targeting multiple surface based metal recovery projects
based on established individual project criteria
The funding commitment is for an initial 33-month period with the flexibility for mutual extension
In recognition of the funding commitment, RiverFort has been granted the right to exercise a 2.5 %
maximum preference equity stake in the subsidiary Jubilee Processing
As previously announced on 31 March 2016, the remaining purchase consideration of the Middelburg
Disposal was calculated at approximately GBP 0.39 million (ZAR 8.90 million) net of closing
adjustments including stock and supplier adjustments. The final settlement amount of GBP 0.46
million (ZAR 7.40 million) has been received by Jubilee in March 2017. These proceeds strengthened
the Group’s cash flow and its ability to fund its projects.
During March 2017 the Company successfully completed a placing of 66 000 000 new ordinary shares
of 1 pence each (“Ordinary Shares”) in Jubilee (the “Placing Shares”) at a price of 5.0 pence (ZAR 78.70
cents) per share to raise approximately GBP 3.30 million before expenses (ZAR 51.90 million at current
conversion rates).
The Directors are of the opinion that the Group and Company are funded sufficiently to enable it to continue
with its operations as a going concern.
9. Events after the reporting period
9.1 PlatCro Platinum and Chrome Tailings Project (“PlatCro project”)
Post the period under review the Company executed a Framework and Processing of Tailings
Agreement (“the Agreement”) with PlatCro in March 2017 for the acquisition of new platinum,
palladium, rhodium and gold (“4E PGMs”) bearing surface material existing at PlatCro as well as all
future surface material at PlatCro. The existing surface material is estimated at 1 250 000 tonnes with
an estimated grade of 2.7 g/t 4E PGMs. This ensured Jubilee the sole right to future earnings from the
platinum bearing material.
The PlatCro project will target a processing rate of 25 000 tonnes per month to complement Jubilee’s
surface tailings platinum production by a further 14 200 ounces of PGMs per annum. This projects a
total production target at stable operations of approximately 50 000 ounces of PGMs per annum for
Jubilee from all its surface tailings and 3rd party ore projects.
Under the Agreement Jubilee will acquire the existing material for a total consideration of GBP 3.13
(ZAR 50.00) per tonne of surface material remaining after on-going further recovery of residual
chromite by PlatCro. Approximately 79 % of the material is estimated to remain following chromite
removal, which equates to a 4E PGM acquisition value of GBP 3.50 million (ZAR 55.40 million).
The Agreement allows for a two-stage payment over an estimated three month period following the
conclusion of the Agreement. Future material will be acquired at a value of GBP 3.13 (ZAR 50.00) per
tonne of material post chromite removal. The surface material is located within trucking distance of
Jubilee’s Hernic operation, thereby offering the opportunity to process the additional material at the
Company’s existing Hernic plant for PGM recovery. Jubilee also holds the option to acquire property
located adjacent to the surface material for the construction of a dedicated platinum processing plant,
if deemed appropriate, and at Jubilee’s election.
On 9 May 2017 Jubilee executed the first payment of GBP 1.16 million (ZAR 20 million) as part of the
PlatCro project. The PlatCro project includes the upfront acquisition of all PGMs contained in surface
material as well as future PGMs from further processing and mining operations.
The final payment for the existing surface PGMs is subject to the completion of the surface drill
programme and receiving regulatory approval to commence with the processing of the PGMs. The
first payment was recognised in the statement of financial position as a prepayment until such time as
the necessary conditions have been met. On 31 July 2017 Jubilee notified PlatCro that it has
undertaken and completed a survey of the dam as provided for in the Agreement.
9.2 Project funding secured
On 9 August 2017, Jubilee secured a USD50 million project funding structure, provided by RiverFort
Capital Group Limited (“RiverFort”), which is modelled on the successful Hernic platinum and chrome
recovery project which was also financed through RiverFort.
10. Contingencies and commitments
Other than disclosed below, there are no material contingent assets or liabilities as at 30 June 2017.
10.1 PlatCro Platinum and Chrome Tailings Project (“PlatCro project”)
Jubilee executed a framework and processing of tailings agreement (“the Agreement”) with
PlatCro Proprietary Limited (“PlatCro”). The Agreement provides for the acquisition of the
platinum, palladium, rhodium and gold (“4E”or “PGMs”) contained in the existing surface material
as well as all future material at the PlatCro. Existing surface material is estimated to be 1.25
million tonnes at an estimated grade of 2.7 g/t 4E PGMs. On 9 May 2017 Jubilee executed the first
payment of GBP 1.16 million (ZAR 20 million) as part of the PlatCro project.
The PlatCro project includes the upfront acquisition of all PGMs contained in surface material as
well as future PGMs from further processing and mining operations of which the first payment
equates to approximately 50 % of the acquisition value. The final payment for the existing surface
PGMs is subject to the completion of the surface drill programme and receiving regulatory
approval to commence with the processing of the PGMs. The first payment was recognised in the
statement of financial position as a prepayment until such time as the necessary conditions have
been met. On 31 July 2017 Jubilee notified PlatCro that it has undertaken and completed a survey
of the dam as provided for in the Agreement. As at the period end Jubilee recognised the first
payment of the acquisition value as a prepayment in an amount of GBP 1.16 million (ZAR 20
million).
Contacts
Jubilee Platinum PLC
Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913
Andrew Sarosi
Tel +44 (0)1752 221937
JSE Sponsor
Sasfin Capital, (a member of the Sasfin group)
Sharon Owens
Tel +27 (0)11 809 7500
Nominated Adviser
SPARK Advisory Partners Limited
Mark Brady/Andrew Emmott
Tel: +44 (0)203 368 3551
Broker
Beaufort Securities Limited
Jon Belliss
Tel: +44 (0) 20 7382 8300
Annexure 1
Jubilee Platinum Plc
Independent auditors’ report to the members
Opinion
We have audited the financial statements of Jubilee Platinum Plc for the year ended 30 June 2017 which
comprise the Consolidated and Company Statements of Comprehensive Income, the Consolidated and
Company Statements of Financial Position, the Consolidated and Company Statements of Changes in
Equity, the Consolidated and Company Statements of Cash flows and notes to the financial statements,
including a summary of significant accounting policies set out on pages 30 to 71. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards (“IFRS”) as adopted by the European Union.
In our opinion, the financial statements:
give a true and fair view of the state of affairs of the Group and of the parent company as at 30 June
2017 and of their losses for the period then ended;
have been properly prepared in accordance with IFRS as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditors’ report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require
us to report to you where:
the Directors’ use of the going concern basis of accounting in the preparation of the financial statements
is not appropriate; or
the Directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the company’s ability to continue to adopt the going concern basis of
accounting for a period of at least twelve months from the date when the financial statements are
authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statement as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit
matter
Carrying value of intangible assets
The carrying value of intangible assets Our audit procedures included the
included in the Group’s balance sheet following:
at 31 December 2017 was stated at Assessing the methodology used
£48.2m, contained within 3 cash by the Directors to calculate
generating units (“CGUs”). recoverable amounts and
evaluated if it complies with the
The Directors assess at each reporting requirements of IAS 36;
period end whether there is any
indication that an asset may be Assessing the viability of the
impaired and intangible assets with an platinum group elements (“PGE”)
indefinite life must be tested for exploration asset by analysing
impairment on an annual basis. The future projected cash flows used in
determination of recoverable amount, the value in use calculations for the
being the higher of value-in-use and CGU to determine whether the
fair value less costs to dispose, assumptions used in projecting the
requires judgement on the part of cash flows are reasonable and
management in both identifying and supportable given the current
then valuing the relevant CGUs, macroeconomic climate;
especially for projects where the
there is an uncertain timeframe. Performing sensitivity analysis on
key assumptions and testing the
Deferred tax liabilities are recognised mathematical accuracy of models;
on certain intangible assets following Comparing foreign exchange rates
business combinations and these used in management’s calculations
liabilities are re-evaluated at each against third party sources;
reporting period end.
Understanding the commercial
Any impairment in these CGUs could prospects of the assets, and where
lead to subsequent impairments in possible comparison of
the parent company investments in assumptions with external data
subsidiaries or intercompany loans to sources;
these subsidiaries. Reviewing correspondence and
other sources for evidence of
Due to the significance of the impairment;
intangible assets to the consolidated
financial statements, the significant Reviewing the recoverability of
judgements involved in these intercompany loans within the
calculations and the potential impact parent company and indicators of
to parent company investments and impairment in investments in
intercompany loans, the carrying subsidiaries;
value of intangible assets is a key
audit matter. Assessing the appropriateness and
completeness of the related
disclosures in note 8, intangible
assets, of the group financial
statements; and
Recalculating the deferred tax
liability relating to specific
intangible assets and assessing
applicable tax rates.
Based on our procedures, we noted no
material exceptions and considered
management’s key assumptions to be
within reasonable ranges.
Key audit matter How our audit addressed the key audit
matter
Revenue recognition
Revenue for the year was £9.8m, Our audit procedures included the
representing a significant increase on following:
2016. Additionally, this is the first year Evaluating the Group’s revenue
of production at Hernic, leading to the recognition policy and management’s
recognition of revenue from platinum current year accounting assessment
group metals (“PGM”) concentrate for the fair value of consideration
sales as well as chromite concentrate. receivable;
As required by IFRS as adopted by the
Confirming the implementation of the
European Union, an entity is required
Group’s policy to both PGM
to recognise revenue at the fair value
concentrate sales at Hernic and
of the consideration received or
chromite concentrate sales at DCM by
receivable when the following
performing tests to confirm our
conditions have been satisfied:
understanding of the process by which
revenue is calculated;
the entity has transferred to the buyer
the significant risks and rewards of
ownership of the goods; Confirming that fair value
measurements are determined in
the entity retains neither continuing accordance with IFRS 13;
managerial involvement to the degree
usually associated with ownership nor
Comparing foreign exchange rates
effective control over the goods sold;
used in management’s calculations;
the amount of revenue can be
measured reliably; Substantive tests agreeing
it is probable that the economic concentrates to weighbridge tickets
benefits associated with the and underlying calculations to terms
transaction will flow to the entity; and stipulated in individual customer
contracts ; and
the costs incurred or to be incurred in
respect of the transaction can be
Assessing the appropriateness of the
measured reliably.
related disclosures in notes 1.1 and 3,
revenue recognition accounting policy
For the sale of chromite concentrate
and revenue split by commodity, of the
and PGM concentrate, revenue is
group financial statements.
initially recognised at the fair value of
the consideration receivable, which is
an estimate of the final sales price Based on our procedures, we noted no
(see note 1.11, revenue recognition material exceptions and considered
accounting policy, for the full revenue management’s key assumptions to be
recognition policy). within reasonable ranges. We consider
that revenue recognition has been
Due to the significance of revenue to recognised appropriately and is in
the consolidated financial statements, accordance with the Group’s revenue
the judgement involved in estimating recognition policy.
consideration receivable and this
being the first year of revenue
generated at the Hernic project,
revenue recognition is a key audit
matter.
Key audit matter How our audit addressed the key audit
matter
Accounting for project finance raised
in the year
Our audit procedures included the
The carrying value of project finance following:
liabilities at 30 June 2017 was £3.8m. Reviewing loan agreements to
Funding was raised in the year to determine all individual cash flows
finance the construction and working necessary to calculate the effective
capital of the Hernic project. interest rate required to hold the loans
at amortised cost;
These borrowings are required to be
held at amortised cost under IAS 39.
Recalculating the effective interest
Additionally, when the conditions for
rate and the total liability as at 30 June 2017;
borrowing costs to be capitalised are
met these are required to be
capitalised in accordance with IAS 23.
Reviewing loan agreements and other
Due to the introduction of new, and third party evidence to determine
significant, liabilities during the year, when the conditions under IAS 23
together with the requirement to where met to commence and cease
capitalise certain elements of capitalisation of borrowing costs;
borrowing costs, accounting for project
finance is a key audit matter.
Recalculating the borrowing costs
required to be capitalised during the
year;
Comparing foreign exchange rates
used in management’s calculations;
and
Assessing the appropriateness and
completeness of the related
disclosures in notes 19 and 21, other
financial liabilities and financial
instruments.
Based on our procedures, we noted no
material exceptions and considered
that disclosures relating to project
finance have been made
appropriately.
Our application of materiality
We apply the concept of materiality in planning and performing our audit, in evaluating the effect of any
identified misstatements and in forming our opinion. Our overall objective as auditor is to obtain
reasonable assurance that the financial statements as a whole are free from material misstatement,
whether due to fraud or error. We consider a misstatement to be material where it could reasonably be
expected to influence the economic decisions of the users of the financial statements.
We have determined a materiality of £620,000 (2016: £500,000) for both the Group and Company
financial statements. This is based on 1% of net assets prior to audit.
An overview of the scope of our audit
We tailored the scope of our audit to ensure that we obtained sufficient evidence to support our opinion
on the financial statements as a whole, taking into account the structure of the Group and the Company,
the accounting processes and controls and the industry in which the Group operates.
As Group auditors we carried out the audit of the Company financial statements and, in accordance with
ISA 600, obtained sufficient evidence regarding the audit of seven subsidiaries undertaken by component
auditors in South Africa and Australia. These seven subsidiaries were deemed to be significant to the
Group financial statements either due to their size or their risk characteristics. The Group audit team
directed, supervised and reviewed the work of the component auditors in South Africa and Australia,
which involved issuing detailed instructions, holding regular discussions with component audit teams,
performing detailed file reviews and visiting South Africa to attend local audit meetings with
management. Audit work in South Africa and Australia was performed at materiality levels of £100,000,
lower than Group materiality.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we looked at where the Directors made
subjective judgements, for example in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain. We also addressed the risk of
management override of internal controls, including evaluating whether there was evidence of bias by
the Directors that represented a risk of material misstatement due to fraud.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information; we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the
course of the audit, we have not identified material misstatements in the Strategic Report or the
Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 20, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the Directors are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
…………………………………..
Andrew Gaskell (Senior Statutory Auditor)
for and on behalf of Saffery Champness LLP
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
9 November 2017
Annexure 2 - Headline earnings per share
Accounting policy
Headline earnings per share (HEPS) is calculated using the weighted average number of shares in issue during the period
under review and is based on earnings attributable to ordinary shareholders, after excluding those items as required by
Circular 2/2013 issued by the South African Institute of Chartered Accountants (SAICA).
30 June 2017 30 June 2016
Headline loss per share comprises the following:
Continuing operations
Loss from continuing operations for the period attributable to ordinary shareholders (10 570) (3 412)
Impairment of other financial assets net of tax 8 522 856
Loss on sale of property plant and equipment - 1
Loss on exchange differences 72 81
Headline loss from continuing operations (1 976) (2 474)
Weighted average number of shares in issue 984 780 906 241
Headline loss per share from continuing operations (pence) (1.07) (0.27)
Headline loss per share from continuing operations (ZAR cents) (18.55) (5.85)
Discontinued operations - (283)
shareholders
Headline loss from discontinued operations - (283)
Weighted average number of shares in issue 984 780 906 241
Headline loss per share from discontinued operations (pence) - (0.03)
Headline loss per share from discontinued operations (ZAR cents) - (0.67)
Average conversion rate used for the period under review £:ZAR 0.05786 0.04667
United Kingdom
10 November 2017
Sponsor: Sasfin Capital (a member of the Sasfin group)
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