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CHROMETCO LIMITED - Change Statement, Posting Announcement and Notice of Annual General Meeting

Release Date: 03/07/2019 17:36
Code(s): CMO     PDF:  
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Change Statement, Posting Announcement and Notice of Annual General Meeting

CHROMETCO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/026265/06)
Share code: CMO
ISIN: ZAE007020249
("Chrometco" or "the Company")

CHANGE STATEMENT, POSTING ANNOUNCEMENT AND NOTICE OF ANNUAL
GENERAL MEETING

Shareholders of the Company (“Shareholders”) are hereby advised that the Company’s
annual report incorporating the full audited consolidated annual financial statements of the
Company for the year ended 28 February 2019 (“Integrated Annual Report”) and the notice
of the annual general meeting of the Company (“AGM”) was dispatched to Shareholders
today, 3 July 2019, and contains the following changes to the reviewed results which were
announced on SENS on Tuesday, 4 June 2019:

Changes in the Consolidated Statement of Financial Position as at 28 February 2019

The following changes relating to the 2019 Statement of financial position were made:

   -   Impairment of Goodwill of R40.4 million after the SENS results were released, this
       was due to the impact of the decrease in the current chrome price on the long term
       forecasted chrome prime. This resulted in a decrease in Total Assets of 2.7% and an
       increase in the accumulated losses of 57.1%. The full goodwill impairment was
       allocated to the owners of the parent.
   -   There was a reclassification between the deferred tax liability and the tax payable
       (included in Trade and other payables) amounting to R5.0 million, resulting in a
       decrease the deferred tax liability of 4.6% and increase in trade and other payables
       of 1.3%.
   -   The change in ownership between Accumulated loss and Non-controlling interest
       was restated by R3.3 million to R40.8 million.
                                                     Reviewed
                                                  results as at
                                                   28 February    Final Audited as
                                                2019 issued on     results as at 28   Absolute
                                                         SENS       February 2019      Change
                                                         R'000               R’000          %
ASSETS
Non-current assets                                   1,062,512           1,022,047       9.6%
 Tangible assets                                       975,051             975,051
 Intangible assets                                           -                   -
 Goodwill                                               40,465                   -     100.0%
 Other financial assets                                 35,421              35,421
 Deferred taxation asset                                 3,524               3,524
 Environmental rehabilitation                            8,051               8,051
 obligation investments
Current assets                                         418,324             418,324
 Trade and other receivables                            46,430              46,430
 Inventory                                             112,776             112,776

 Cash and cash equivalents                              45,611              45,611
 Non-current assets held-for-sale                      213,507             213,507
Total assets                                         1,480,836           1,440,371       2.7%

EQUITY AND LIABILITIES
Capital and reserves                                   561,993             521,528
  Stated capital                                       388,512             388,512
  Accumulated losses                                   (65,188)          (102,380)      57.1%
  Attributable to equity owners of the parent          323,324             286,132      11.5%
  Non-controlling interest                             238,669             235,396       1.4%
Non-current liabilities                                304,540             299,499       1.6%
  Deferred taxation liability                          110,201             105,160       4.6%
  Borrowings                                             97,016             97,016
  Other financial liabilities                            42,666             42,666
  Finance lease liability                                32,287             32,287
  Environmental rehabilitation provision                 22,370             22,370
Current liabilities                                    614,303             619,344       0.8%
  Trade and other payables                             390,545             395,586       1.3%
  Cash and cash equivalents – structured                 97,634             97,634
finance facility
  Borrowings                                            22,282              22,282
  Finance lease liability                               59,814              59,814
  Non-current liabilities held-for-sale                 44,028              44,028
  Total equity and liabilities                       1,480,836           1,440,371       2.7%
  
Changes in the Consolidated Statement of Comprehensive Income for the year ended
  28 February 2019
  The changes in the Consolidated statement of Comprehensive income is due to the
  following adjustments:
     -   Impairment of goodwill as described above.
     -   Reclassification of amortisation to income from discontinued operations of R0.7
         million
     -   Reclassification of expenses from Finance charges to Other income and expenses
         due to incorrect classification on the Statement of Comprehensive Income.
  Loss per share increased from -2.05 cents per share to -3.86 cents per share as results of
  the impairment of goodwill. Headline loss per share remained unchanged.
                                                         Reviewed             Final
                                                     results for the        audited
                                                        year ended       results for    Absolute
                                                       28 Feb 2019         the year      Change
                                                         issued on        ended 28
                                                              SENS        Feb 2019
                                                              R'000           R'000             %

Revenue                                                    1,307,564       1,307,564
Cost of sales                                            (1,062,856)     (1,061,675)       0.1%
Gross profit                                                 244,708         245,889       0.5%
Depreciation and amortisation                              (168,439)       (167,772)       0.4%
Other income                                                   10,875          6,240      42.6%
Other expenses                                               (99,236)        (84,206)     15.1%
Salaries                                                     (56,997)        (56,997)
Professional fees                                            (19,712)        (19,712)
Maintenance expenses                                          (1,224)         (1,224)
Impairments                                                   (8,738)        (49,203)    463.1%
Income from discontinued operation                              4,441           3,774     15.0%
Gain on bargain purchase                                            -               -
Investment income                                               1,274           1,274
Finance charges                                              (36,492)        (48,068)     31.7%
Loss before tax                                            (129,540)        (170,005)     31.2%
Taxation                                                       16,334          16,334
Loss for the year                                          (113,206)        (153,671)     35.7%
Other comprehensive income                                          -               -
Total comprehensive loss for the year                      (113,206)        (153,671)     35.7%

Attributable to:
Owners of the parent                                        (45,435)        (85,900)      29.1%
Non-controlling interest                                    (67,771)        (67,771)

Basic loss per share (cents)                                   (2.05)         (3.87)        89%
Diluted loss per share (cents)                                 (2.05)         (3.87)        89%
Headline loss per share (cents)                                (1.86)         (1.86)

Changes in the Consolidated Statement of Comprehensive Income for the year ended
28 February 2018
The changes in the Consolidated statement of Comprehensive income is due to the
following adjustments:
   -   A change in accounting policy which affected the 2018 published results, resulting in
       a R7.8 million reclassification from Other expenses to Cost of Sales.


                                                   Audited
                                                    results       RESTATED
                                                    For the    Audited results
                                                       year       for the year
                                                  ended 28      ended 28 Feb       Absolute
                                                  Feb 2018               2018       change
                                                     R'000              R'000         %

 Revenue                                    10      336,764             336,764
 Cost of sales                                    (254,015)           (261,834)       3.1%
 Gross profit                                        82,749              74,930       9.4%
 Depreciation and amortisation                     (46,953)            (46,953)
 Other income                                        10,897              10,897
 Other expenses                                    (19,844)            (12,025)      39.4%
 Salaries                                          (16,833)            (16,833)
 Professional fees                                   (7,186)             (7,186)
 Maintenance expenses                                (2,870)             (2,870)
 Impairments                                11    (153,530)           (153,530)
 Income from discontinued operation                        -                   -
 Gain on bargain purchase                              9,923               9,923
 Loss before interest and tax                     (143,648)           (143,648)         0%

Changes in the Consolidated Statement of Cash Flows for the year ended 28 February 2019

The changes in the Consolidated Statement of Cash Flows is due to the following adjustments:
   -   Non-cash finance charge included in Settlement of Other financial liabilities.
                                                   Reviewed
                                                  results for
                                                     the year
                                                       ended       Final audited        Absolute
                                                 28 Feb 2019      results for the        Change
                                                   issued on      year ended 28
                                                       SENS            Feb 2019
                                                        R'000              R'000              %
 Cash flows from operating activities

 Cash utilised by operations and                      256,010             267,585          4.5%
 exploration activities
      Operating profit before working                  98,000             109,575         11.8%
      capital changes
      Working capital changes                         158,010             158,010
 Interest received                                           -                   -
 Finance cost                                                -                   -
 Tax paid                                              (3,709)             (3,709)
 Net inflow from operating activities                 252,301             263,870          4.6%

 Cash flows from financing activities
 Shares issued                                               -                   -
 Group loan repayment                                        -                   -
 Finance lease payments                               (76,041)           (76,041)
 Borrowings - settled on acquisition                         -                   -
 Repayment of borrowings                              (38,446)           (38,446)
 Settlement of other financial liabilities            (23,396)           (34,972)         49.5%
 Borrowings obtained                                    25,058            25,058
 Drawdown on bank facility                              13,009            13,009
 Net cash outflow from financing activities           (99,815)          (111,392)         11.6%

Changes in the Consolidated Statement of Changes in Equity for the year ended 28
February 2019

The changes in the Consolidated Statement of Changes in Equity is due to the following
adjustments:
    -   Change in ownership resulting in an adjustment between Accumulated Losses and
        Non-controlling interest. See above for more detail.
    -   Effect of changes in the Consolidated Statement of Comprehensive Income on the
        Statement of Changes in Equity

                                 Stated       Accumulate            Non-           Total
                                 Capital          d loss      controlling
                                                                 Interest
                                   R’000            R’000          R’000          R’000
Balance at 28 February           388,512          (49,607)       176,301        515,206
2018
Reviewed as at                                                                        -
28 Feb 2019 issued on
SENS
Non-controlling interest                  -              -        (67,771)
share of loss for the year                                                      (67,771)
Total comprehensive                       -       (45,435)              -       (45,435)
loss for the year
Transaction with                                         -        167,218       167,218
shareholders:                             -
Conversion of
borrowings to loans
Transactions with a                       -        29,854         (37,079)       (7,225)
shareholder: change in
share holding
                                          -        (65,188)                      561,993
Balance at 28 February               388,512                      238,669
2019

                                   Stated        (Accumulate       Non-           Total
                                   capital          d loss)/    controlling
                                                   retained      interest
                                                   earnings
Final audited as at 28
                                     R'000           R'000          R'000           R'000
Feb 2019
Non-controlling interest                  -              -       (67,771)
share of loss for the year                                                      (67,771)
Total comprehensive                       -       (85,900)                 -    (85,900)
loss for the year
Transaction with                                         -       167,218        167,218
shareholders:                             -
Conversion of
borrowings to loans
Transaction with                          -         40,897          (40,897)                 -
shareholders: change in
shareholding
Transaction with owners:                  -        (8,338)                 -       (8,338)
Change in estimate
Transactions with a                       -           568                545        1,113
shareholder: Gain on
acquisition
                                                       -               -        521,528
Balance at 28 February              388,512       (102,380)                     235,396
2019


Changes in the Notes to the financial statements for the year ended 28 February 2019

                                                           Reviewed
                                                                as at     Audited as at 28
                                                         28 Feb 2019            Feb 2019

                                                                 R'000              R'000
 15. Borrowings

 Opening balance                                               331,364            331,364
 Interest Incurred                                                8,728             11,207
 Loans obtained from related parties                             25,058             25,058
 Borrowings repayment                                          (38,446)           (38,446)
 Loan settlement upon acquisition of Sail Resources            (80,332)           (80,332)
 Loan acquired as part of transactions with                      27,731             27,731
 shareholders
 Change in estimate                                              12,413              8,338
 Transaction with IDC shareholder                             (167,218)          (167,218)
 Closing balance                                                119,298            119,298

 25. Impairments

 Impairment of non-current assets held for                       5,062              5,062
 sale
 Impairment of other financial assets                            3,676              3,676
 Impairment of goodwill                                              -             40,465
                                                                 8,738             49,203

 29.3 Headline loss per share

 Loss after taxation attributable to equity                    (45,435)           (85,900)
 holders of the Group
 Impairment, net of tax                                           4,044             44,509
 Headline earnings                                             (41,391)           (41,391)


The Integrated Annual Report is also available on the Company’s website, at
www.chrometco.co.za as from today, 3 July 2019.

NOTICE OF AGM

Notice is hereby given that the AGM will be held at 10:00 on Thursday, 8 August 2019 at Sail
Minerals Pty Ltd, Unit 25 Sunninghill Office Park, Sunninghill, Johannesburg to transact the
business as set out in the notice of AGM which forms part of the Integrated Annual Report.

The date on which Shareholders must be recorded as such in the share register of the
Company to be eligible to vote at the AGM is Friday, 2 August 2019 with the last day to trade
being Tuesday, 30 July 2019.

Johannesburg
3 July 2019

Designated Advisor
PSG Capital

Date: 03/07/2019 05:36:00 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
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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,
 information disseminated through SENS.

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