REG-Bisichi Mining PLC: Final Results <Origin Href="QuoteRef">BISI.L</Origin> - Part 2
30/04/2015 16:10
- Part 2: For the preceding part double click ID:nPRrUE78Da
June 2015 at 11.00 a.m.
Resolutions 1 to 8 will be proposed as ordinary resolutions. More than 50 per
cent. of shareholders' votes cast must be in favour for those resolutions to be
passed. Resolutions 9 to 11 will be proposed as special resolutions. At least
75 per cent. of shareholders' votes cast must be in favour for those
resolutions to be passed.
The directors consider that all of the resolutions to be put to the meeting are
in the best interests of the company and its shareholders as a whole. The Board
recommends that shareholders vote in favour of all resolutions.
Please note that the following paragraphs are only summaries of certain
resolutions to be proposed at the Annual General Meeting and not the full text
of the resolutions. You should therefore read this section in conjunction with
the full text of the resolutions contained in the notice of Annual General
Meeting.
Directors' authority to allot shares (Resolution 8)
In certain circumstances it is important for the company to be able to allot
shares up to a maximum amount without needing to seek shareholder approval
every time an allotment is required. Paragraph 8.1.1 of Resolution 8 would give
the directors the authority to allot shares in the company and grant rights to
subscribe for, or convert any security into, shares in the company up to an
aggregate nominal value of £355,894. This represents approximately 1/3 (one
third) of the ordinary share capital of the company in issue (excluding
treasury shares) at 27 April 2015 (being the last practicable date prior to the
publication of this Directors' Report). Paragraph 8.1.2 of Resolution 8 would
give the directors the authority to allot shares in the company and grant
rights to subscribe for, or convert any security into, shares in the company up
to a further aggregate nominal value of £355,894, in connection with a
pre-emptive rights issue. This amount represents approximately 1/3 (one third)
of the ordinary share capital of the company in issue (excluding treasury
shares) at 27 April 2015 (being the last practicable date prior to the
publication of this Directors' Report).
Therefore, the maximum nominal value of shares or rights to subscribe for, or
convert any security into, shares which may be allotted or granted under
resolution 8 is £711,788.
Resolution 8 complies with guidance issued by the Investment Management
Association (IMA).
The authority granted by resolution 8 will expire on 31 August 2016 or, if
earlier, the conclusion of the next annual general meeting of the company. The
directors have no present intention to make use of this authority. However, if
they do exercise the authority, the directors intend to follow emerging best
practice as regards its use as recommended by the IMA.
Disapplication of pre-emption rights (Resolution 9)
A special resolution will be proposed at the Annual General Meeting in respect
of the disapplication of pre-emption rights.
Shares allotted for cash must normally first be offered to shareholders in
proportion to their existing shareholdings. The directors will, at the
forthcoming Annual General Meeting seek power to allot equity securities (as
defined by section 560 of the Companies Act 2006) or sell treasury shares for
cash as if the pre-emption rights contained in Section 561 of the Companies Act
2006 did not apply:
(a) in relation to pre-emptive offers and offers to holders of other equity
securities if required by the rights of those securities or as the directors
otherwise consider necessary, up to a maximum nominal amount of £355,894 which
represents approximately 1/3 (one third) of the ordinary share capital of the
company in issue (excluding treasury shares) and, in relation to rights issues
only, up to a maximum additional amount of £355,894 which represents
approximately 1/3 (one third) of the ordinary share capital of the company in
issue (excluding treasury shares), in each case as at 27 April 2015 (being the
last practicable date prior to the publication of this Directors' Report); and
(b) in any other case, up to a maximum nominal amount of £53,384 which
represents approximately 5 per cent. of the ordinary share capital of the
company in issue (excluding treasury shares) as at 27 April 2015 (being the
last practicable date prior to the publication of this Directors' Report).
In compliance with the guidelines issued by the Pre-emption Group, the
directors will ensure that, other than in relation to a rights issue, no more
than 7.5 per cent. of the issued ordinary shares (excluding treasury shares)
will be allotted for cash on a non pre-emptive basis over a rolling three year
period unless shareholders have been notified and consulted in advance.
The power in resolution 9 will expire when the authority given by resolution 8
is revoked or expires.
The directors have no present intention to make use of this authority.
Notice of General Meetings (Resolution 10)
Resolution 10 will be proposed to allow the company to call general meetings
(other than an Annual General Meeting) on 14 clear days' notice. A resolution
in the same terms was passed at the Annual General Meeting in 2014. The notice
period required by the Companies Act 2006 for general meetings of the company
is 21 days unless shareholders approve a shorter notice period, which cannot
however be less than 14 clear days. Annual General Meetings must always be held
on at least 21 clear days' notice. It is intended that the flexibility offered
by this resolution will only be used for time-sensitive, non-routine business
and where merited in the interests of shareholders as a whole. The approval
will be effective until the Company's next Annual General Meeting, when it is
intended that a similar resolution will be proposed. In order to be able to
call a general meeting on less than 21 clear days' notice, the company must
make a means of electronic voting available to all shareholders for that
meeting.
Purchase of own Ordinary Shares (Resolution 11)
The effect of resolution 11 would be to renew the directors' current authority
to make limited market purchases of the company's ordinary shares of 10 pence
each. The power is limited to a maximum aggregate number of 1,067,683 ordinary
shares (representing approximately 10 per cent. of the company's issued share
capital as at 27 April 2015 (being the last practicable date prior to
publication of this Directors' Report)). The minimum price (exclusive of
expenses) which the company would be authorised to pay for each ordinary share
would be 10 pence (the nominal value of each ordinary share). The maximum price
(again exclusive of expenses) which the company would be authorised to pay for
an ordinary share is an amount equal to 105 per cent. of the average market
price for an ordinary share for the five business days preceding any such
purchase.
The authority conferred by resolution 11 will expire at the conclusion of the
company's next annual general meeting or 15 months from the passing of the
resolution, whichever is the earlier. Any purchases of ordinary shares would be
made by means of market purchase through the London Stock Exchange. If granted,
the authority would only be exercised if, in the opinion of the directors, to
do so would result in an increase in earnings per share or net asset value per
share and would be in the best interests of shareholders generally. In
exercising the authority to purchase ordinary shares, the directors may treat
the shares that have been bought back as either cancelled or held as treasury
shares (shares held by the company itself). No dividends may be paid on shares
which are held as treasury shares and no voting rights are attached to them.
As at 27 April 2015 (being the last practicable date prior to the publication
of this Directors' Report) the total number of options to subscribe for new
ordinary shares in the company was 598,000 shares representing 5.60 per cent.
of the company's issued share capital (excluding treasury shares) as at that
date. Such number of options to subscribe for new ordinary shares would
represent approximately 6.22 per cent. of the reduced issued share capital of
the company (excluding treasury shares) assuming full use of the authority to
make market purchases sought under resolution 11.
Donations
No political or charitable donations were made during the year (2013:Nil).
Going concern
The group's business activities, together with the factors likely to affect its
future development are set out in the Chairman's Statement on the preceding
page 2, the Mining Review on pages 5 to 7 and its financial position is set out
on page 13 of the Strategic Report. In addition Note 21 to the financial
statements includes the group's treasury policy, interest rate risk, liquidity
risk and hedging profile.
The group has considerable financial resources available at short notice
including cash, held for trading investments and its £2m loan to Dragon Retail
Properties Limited which is repayable on demand. In addition its investment
property assets benefit from long term leases with the majority of its tenants.
Black Wattle Colliery, its direct mining asset, experienced an improvement in
profitability in the second half of 2014. The directors expect that that the
market conditions experienced in the second half of 2014 will be similar going
into 2015.
The directors therefore have a reasonable expectation that the mine will
continue to achieve acceptable levels of profitability in 2015. As a
consequence, the directors believe that the group is well placed to manage its
business risks successfully.
In October 2013, an increase in the structured trade finance facility from
R60million (South African Rand) to R80million was signed by Black Wattle
Colliery (Pty) Limited ("Black Wattle") with Absa Bank Limited, a South African
subsidiary of Barclays Bank PLC. The facility is renewed annually at 30 June
and is secured against inventory, debtors and cash that are held in the group's
South African operations. This facility comprises of a R60million revolving
loan to cover the working capital requirements of the group's South African
operations, and a R20million loan facility to cover guarantee requirements
related to the group's South African mining operations. During the year Black
Wattle breached one of the covenants of the facility related to the accounting
net asset value of the company. Due to the improved performance of the company
the breach was subsequently rectified and the breach did not affect the ongoing
use of the facility, or the ability to renew the facility again at the
appropriate times.
In December 2014, the group signed a £6 million term loan facility with
Santander. This new loan replaces the previous £5 million term facility and
overdraft held with Royal Bank of Scotland. The Loan is secured against the
Company's UK retail property portfolio. The new debt package has a five year
term and is repayable at the end of the term. The interest cost of the loan is
2.35% above LIBOR.
As a result of the completion of the above agreed banking facilities as well as
the acceptable levels of profitability and cash generation the mine is expected
to continue to achieve in 2015, the Directors believe that the company has
adequate resources to continue in operational existence for the foreseeable
future and that the company is well placed to manage its business risks. Thus
they continue to adopt the going concern basis of accounting in preparing the
annual financial statements.
By order of the board
G.J Casey
Secretary
24 Bruton Place
London W1J 6NE
27 April 2015
GOVERNANCE
Statement of the Chairman of the Remuneration Committee
The remuneration committee presents its report for the year ended 31 December
2014.
The Annual Remuneration Report details remuneration awarded to directors and
non-executive directors during the year. The shareholders will be asked to
approve the Annual Remuneration Report as an ordinary resolution (as in
previous years) at the AGM in June 2015.
A copy of the remuneration policy, which details the remuneration policy for
directors, can be found at www.bisichi.co.uk. The remuneration policy was
subject to a binding vote which was approved by shareholders at the AGM in June
2014. The approval will apply for a 3 year period commencing 11 June 2014. The
approved policy took effect from 11 June 2014.
The remuneration committee reviewed the existing policy and deemed no changes
necessary to the current arrangements.
Both of the above reports have been prepared in accordance with The Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013.
The Company's auditors, BDO LLP are required by law to audit certain
disclosures and where disclosures have been audited they are indicated as such.
Christopher Joll
Chairman - remuneration committee
24 Bruton Place
London W1J 6NE
27 April 2015
GOVERNANCE
Annual Remuneration Report
The following information has been audited:
Single total figure of remuneration for the year ended 31 December 2014
Salaries Bonuses Benefits Pension Total Notional Total
and Fees before value 2014
Share of
options vesting
Share
options
Executive Directors
Sir Michael 75 - - - 75 - 75
Heller
A R Heller 450 300 54 32 836 26 862
G J Casey 124 100 14 16 254 - 254
R Grobler 149 102 15 8 274 - 274
Non-Executive Directors
C A Joll* 25 - - - 25 - 25
J A Sibbald* 2 - 3 - 5 - 5
Total 825 502 86 56 1,469 26 1,495
*Members of the remuneration committee for the year ended 31 December 2014
Single total figure of remuneration for the year ended 31 December 2013
Salaries Bonuses Benefits Pension Total Notional Total
and Fees before value 2013
Share of
options vesting
Share
options
Executive Directors
Sir Michael Heller 75 - - - 75 - 75
A R Heller 450 103 31 30 614 - 614
G J Casey 119 75 10 16 220 - 220
R Grobler 142 50 22 7 221 - 221
Non-Executive Directors
C A Joll* 25 - - - 25 - 25
J A Sibbald* 2 - 3 - 5 - 5
27 - 3 - 30 - 30
Total 813 228 66 53 1,160 - 1,160
*Members of the remuneration committee for the year ended 31 December 2013
Summary of directors' terms
Date of Unexpired Notice
contract term period
Executive directors
Sir Michael Heller November Continuous 6 months
1972
A R Heller January Continuous 3 months
1994
G J Casey June 2010 Continuous 3 months
R J Grobler April Continuous 3 months
2008
Non-executive directors
C A Joll February Continuous 3 months
2001
J A Sibbald October Continuous 3 months
1988
Pension schemes and incentives
Three (2013: three) directors have benefits under money purchase pension
schemes. Contributions in 2014 were £56,000 (2013: £53,000), see table above.
Scheme interests awarded during the year
No scheme options were awarded during the year ended 31 December 2014.
Share option schemes
The Company currently has three "Unapproved" Share Option Schemes which are not
subject to HM Revenue and Customs (HMRC) approval. The "2006 Scheme" was
approved by shareholders on 29 June 2006, and the "2010 Scheme" was approved by
shareholders on 7 June 2011. The "2012 Scheme" was approved by the remuneration
committee of the Company on 28 September 2012. Existing options over ordinary
shares granted under the First Scheme lapsed on 29 September 2012. All
available options under each of the Schemes have been granted.
Number of share options
Option 1 Options 31 Exercisable Exercisable
price* January Granted/ December from to
2014 (Exercised) 2014
in 2014
The 2006 Scheme
A R Heller 237.5p 275,000 - 275,000 4/10/2009 3/10/2016
Employee 237.5p 50,000 - 50,000 4/10/2009 3/10/2016
The 2010 Scheme
G J Casey 202.5p 80,000 - 80,000 31/08/2013 30/08/2020
The 2012 Scheme
A R Heller 34p 233,000 (40,000) 193,000 01/10/2012 30/09/2022
*Middle market price at date of grant
No consideration is payable for the grant of options under the Unapproved Share
Option Schemes.
Performance conditions:
The exercise of options under the Unapproved Share Option Schemes, for certain
option issues, is subject to the satisfaction of objective performance
conditions specified by the remuneration committee, which will conform to
institutional shareholder guidelines and best practice provisions in force from
time to time. The performance conditions for the 2010 scheme, agreed by members
on 31 August 2010, requires growth in net assets over a three year period to
exceed the growth in the retail price index by a scale of percentages. There
are no performance conditions attached to the other schemes.
Payments to past directors
No payments were made to past directors in the year ended 31 December 2014.
Payments for loss of office
No payments for loss of office were made in the year ended 31 December 2014.
Statement of directors' shareholding and share interest
Directors' interests
The interests of the directors in the shares of the Company, including family
and trustee holdings where appropriate, were as follows:
Beneficial Non-beneficial
31.12.2014 1.1.2014 31.12.2014 1.1.2014
Sir Michael Heller 148,783 148,783 181,334 181,334
A R Heller 785,012 785,012 - -
C A Joll - - - -
J A Sibbald - - - -
R J Grobler - - - -
G J Casey 40,000 - - -
The following information is unaudited:
The following graph illustrates the Company's performance compared with a broad
equity market index over a ten year period. Performance is measured by total
shareholder return. The directors have chosen the FTSE All Share Mining index
as a suitable index for this comparison as it gives an indication of
performance against a spread of quoted companies in the same sector.
The middle market price of Bisichi Mining PLC ordinary shares at 31 December
2014 was 80p (2013-109.75p). During the year the share price ranged between 78p
and 125p.
Remuneration of the Managing Director over the last ten years
The table below demonstrates the remuneration of the holder of the office of
Managing Director for the last ten years for the period from 1 January 2005 to
31 December 2014.
Year Managing Managing Director Annual bonus payout Long-term incentive
Director Single total figure against maximum vesting rates against
of opportunity* maximum opportunity*
remuneration % %
£'000
2014 A R Heller 836 22% N/A
2013 A R Heller 614 N/A N/A
2012 A R Heller 544 N/A N/A
2011 A R Heller 626 N/A N/A
2010 A R Heller 568 N/A N/A
2009 AR Heller 817 N/A N/A
2008 AR Heller 716 N/A N/A
2007 AR Heller 961 N/A N/A
2006 AR Heller 462 N/A N/A
2005 AR Heller 413 N/A N/A
Bisichi Mining PLC does not have a Chief Executive so the table includes the
equivalent information for the Managing Director.
*There were no formal criteria or conditions to apply in determining the amount
of bonus payable or the number of shares to be issued prior to 2014.
Percentage change in remuneration of director undertaking role of Managing
Director
Managing Director UK based employees
£'000 £'000
2014 2013 % change 2014 2013 % change
Base salary 450 450 0% 199 194 2.6%
Benefits 54 31 74.2% 14 10 40.0%
Bonuses 300 103 191.3% 100 75 33.3%
Bisichi Mining PLC does not have a Chief Executive so the table includes the
equivalent information for the Managing Director.
The comparator group chosen is all UK based employees as the remuneration
committee believe this provides the most accurate comparison of underlying
increases based on similar annual bonus performances utilised by the group.
Relative importance of spend on pay
The total expenditure of the Group on remuneration to all employees (see Notes
28 and 32 to the financial statements) is shown below:
2014 2013
£'000 £'000
Employee remuneration 5,057 5,850
Distribution to shareholders 427 425
Statement of implementation of remuneration policy
The remuneration policy was approved at the AGM in June 2014. The policy took
effect from 11 June 2014 and will apply for 3 years unless changes are deemed
necessary by the Remuneration committee. The Company may not make a
remuneration payment or payment for loss of office to a person who is, is to
be, or has been a director of the Company unless that payment is consistent
with the approved remuneration policy, or has otherwise been approved by a
resolution of members.
Consideration by the directors of matters relating to directors' remuneration
The remuneration committee considered the executive directors remuneration and
the board considered the non-executive directors remuneration in the year ended
31 December 2014. No increases were awarded and no external advice was taken in
reaching this decision.
Shareholder voting
At the Annual General Meeting on 11 June 2014, there was an advisory vote on
the resolution to approve the remuneration report, other than the part
containing the remuneration policy. In addition, there was a binding vote on
the resolution to approve the remuneration policy the results of which are
detailed below:
% of votes % of votes No of votes
for against withheld
Resolution to approve the Remuneration Report 98.73% 1.06% 4,693
Resolution to approve the Remuneration Policy 98.75% 1.04% 5,405
Service contracts
All executive directors have full-time contracts of employment with the
Company. Non-executive directors have contracts of service. No director has a
contract of employment or contract of service with the Company, its joint
venture or associated companies with a fixed term which exceeds twelve months.
Directors notice periods (see page 29 of the annual remuneration report) are
set in line with market practice and of a length considered sufficient to
ensure an effective handover of duties should a director leave the company.
All directors' contracts as amended from time to time, have run from the date
of appointment. Service contracts are kept at the registered office.
Remuneration policy table
The remuneration policy table below is an extract of the Group's remuneration
policy on directors' remuneration, which was approved by a binding vote at the
2014 AGM. The approved policy took effect from 11 June 2014. A copy of the full
policy can be found at www.bisichi.co.uk.
Element Purpose Policy Operation Opportunity and
performance
conditions
Executive directors
Base To recognise: Considered by Reviewed annually There is no
salary Skills remuneration prescribed maximum
Responsibility committee on Paid monthly in salary
Accountability appointment cash or maximum rate of
Experience increase
Value Set at a level
considered No specific
appropriate to performance
attract, retain conditions are
motivate and attached to base
reward the right salaries
individuals.
Pension To provide Company The contribution Company contribution
competitive contribution payable by the offered at up to 10%
retirement offered at up to Company is of base salary as
benefits 10% of base salary included in the part of overall
as part of overall director's remuneration package
remuneration contract of
package employment No specific
performance
Paid into money conditions are
purchase schemes attached to pension
contributions
Benefits To provide a Contractual The committee The costs associated
competitive benefits can retains the with benefits
benefits include but are discretion to offered are closely
package not limited to: approve changes controlled and
Car or car in contractual reviewed on an
allowance benefits in annual basis
Group health cover exceptional
Death in service circumstances or No specific
cover where factors performance
Permanent health outside the conditions are
insurance control of the attached to
Group lead to contractual benefits
increased costs
(e.g. medical The value of
inflation) benefits for each
director for the
year ended 31
December 2014 is
shown in the table
on page 28
Annual To reward and In assessing the The remuneration The current maximum
Bonus incentivise performance of the committee bonus opportunity
executive team, determines the will not exceed 200%
and in particular level of bonus on of base salary in
to determine an annual basis any one year, but
whether bonuses applying such the remuneration
are merited the performance committee reserves
remuneration conditions and the power to award
committee takes performance up to 300% in an
into account the measures as it exceptional year
overall considers
performance of the appropriate Performance
business. conditions will be
assessed on an
Bonuses are annual basis. The
generally offered performance measures
in cash applied may be
financial,
non-financial,
corporate,
divisional or
individual and in
such proportion as
the remuneration
committee considers
appropriate
Share To provide Granted under Offered at Entitlement to share
Options executive existing schemes appropriate times options is not
directors with (see page 29) by the subject to any
a long-term remuneration performance
interest in committee conditions
the company Share options will
be offered by the
remuneration
committee as
appropriate
There are no maximum
levels for share
options offered.
Non-executive directors
Base To recognise: Considered by the Reviewed annually There is no
salary Skills board on prescribed maximum
Experience appointment salary or maximum
Value rate of increase. No
Set at a level specific performance
considered conditions are
appropriate to attached to base
attract, retain salaries
and motivate the
individual
Experience and
time required for
the role are
considered on
appointment
Pension No pension offered
Benefits No benefits The costs associated
offered except to with the benefit
one non-executive offered is closely
director who is controlled and
eligible for reviewed on an
health cover (see annual basis
annual
remuneration No specific
report page 28) performance
conditions are
attached to
contractual benefits
Share Non-executive
Options directors do not
participate in the
share option
schemes
The remuneration committee consider the performance measures outlined in the
table above to be appropriate measures of performance and that the KPI's chosen
align the interests of the directors and shareholders.
GOVERNANCE
Audit Committee Report
The committee's terms of reference have been approved by the board and follow
published guidelines, which are available from the company secretary. The audit
committee comprises the two non-executive directors, Christopher Joll
(chairman), an experienced financial PR executive and John Sibbald, a retired
chartered accountant.
The Audit Committee's prime tasks are to:
Review the scope of external audit, to receive regular reports from the auditor
and to review the half-yearly and annual accounts before they are presented to
the board, focusing in particular on accounting policies and areas of
management judgment and estimation;
Monitor the controls which are in force to ensure the integrity of the
information reported to the shareholders;
Assess key risks and to act as a forum for discussion of risk issues and
contribute to the board's review of the effectiveness of the group's risk
management control and processes;
Act as a forum for discussion of internal control issues and contribute to the
board's review of the effectiveness of the group's internal control and risk
management systems and processes;
Consider each year the need for an internal audit function;
Advise the board on the appointment of external auditors and rotation of the
audit partner every five years, and on their remuneration for both audit and
non-audit work, and discuss the nature and scope of their audit work;
Participate in the selection of a new external audit partner and agree the
appointment when required;
Undertake a formal assessment of the auditors' independence each year which
includes:
• a review of non-audit services provided to the group and related fees;
• discussion with the auditors of a written report detailing all relationships
with the company and any other parties that could affect independence or the
perception of independence;
• a review of the auditors' own procedures for ensuring the independence of the
audit firm and partners and staff involved in the audit, including the regular
rotation of the audit partner; and
• obtaining written confirmation from the auditors that, in their professional
judgement, they are independent.
Meetings
The committee meets prior to the annual audit with the external auditors to
discuss the audit plan and again prior to the publication of the annual
results. These meetings are attended by the external audit partner, managing
director, director of finance and company secretary. Prior to bi-monthly board
meetings the members of the committee meet on an informal basis to discuss any
relevant matters which may have arisen. Additional formal meetings are held as
necessary.
During the past year the committee:
• met with the external auditors, and discussed their report to the Audit
Committee;
• approved the publication of annual and half-year financial results;
• considered and approved the annual review of internal controls;
• decided that due to the size and nature of operation there was not a current
need for an internal audit function;
• agreed the independence of the auditors and approved their fees for both
audit and not-audit services as set out in note 4 to the financial statements.
External Auditors
BDO LLP held office throughout the year. In the United Kingdom the company is
provided with extensive administration and accounting services by London &
Associated Properties PLC which has its own audit committee and employs a
separate firm of external auditors, Baker Tilly UK Audit LLP. In South Africa
Grant Thornton (Jhb) Inc. acts as the external auditor to the South African
companies, and the work of that firm was reviewed by BDO LLP for the purpose of
the group audit.
Christopher Joll
Chairman - audit committee
24 Bruton Place
London W1J 6NE
27 April 2015
GOVERNANCE
VALUERS' CERTIFICATES
To the directors of Bisichi Mining PLC
In accordance with your instructions we have carried out a valuation of the
freehold property interests held as at 31 December 2014 by the company as
detailed in our Valuation Report dated 25 February 2015.
Having regard to the foregoing, we are of the opinion that the open market
value as at 31 December 2014 of the interests owned by the Company was £
11,575,000 being made up as follows:
£000
Freehold 8,925
Leasehold 2,650
11,575
Leeds Carter Towler
25 February 2015
Regulated by Royal Institute
of Chartered Surveyors
GOVERNANCE
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors are required to prepare the group
financial statements in accordance with International Financial Reporting
Standards as adopted by the European Union and have elected to prepare the
company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and
applicable law). Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the
state of affairs of the group and company and of the profit or loss for the
group for that period.
In preparing these financial statements, the directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
* state with regard to the group financial statements whether they have been
prepared in accordance with IFRSs as adopted by the European Union subject
to any material departures disclosed and explained in the financial
statements;
* state with regard to the parent company financial statements, whether
applicable UK accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company and the group will continue in
business;
* prepare a strategic report, director's report and director's remuneration
report which comply with the requirements of the Companies Act 2006.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006 and, as regards the group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the company's website is the responsibility of the directors. The directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Directors' responsibilities pursuant to DTR4
The directors confirm to the best of their knowledge:
* The group financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the
European Union and Article 4 of the IAS Regulation and give a true and fair
view of the assets, liabilities, financial position and profit and loss of
the group.
* The annual report includes a fair review of the development and performance
of the business and the financial position of the group and the parent
company, together with a description or the principal risks and
uncertainties that they face.
GOVERNANCE
Independent auditor's report
To the members of Bisichi Mining PLC
We have audited the financial statements of Bisichi Mining PLC for the year
ended 31 December 2014 which comprise the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated balance sheet,
the consolidated statement of changes in shareholders' equity, the consolidated
cash flow statement, the parent company balance sheet and the related notes.
The financial reporting framework that has been applied in the preparation of
the group financial statements is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union. The financial
reporting framework that has been applied in preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards
(United Kingdom Generally Accepted Accounting Practice).
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 auditor's 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.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view. Our responsibility is
to audit and express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Financial Reporting Council's (FRC's)
Ethical Standards for Auditors
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on
the FRC's website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
* the financial statements give a true and fair view of the state of the
group's and the parent company's affairs as at 31 December 2014 and of the
group's profit for the year then ended;
* the group financial statements have been properly prepared in accordance
with IFRSs as adopted by the European Union;
* the parent company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
* the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006; and, as regards the group financial
statements, Article 4 of the IAS Regulation.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
* the part of the directors' remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006; and
* the information given in the strategic report and directors' report for the
financial year for which the financial statements are prepared is
consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our
opinion:
* adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
* the parent company financial statements and the part of the directors'
remuneration report to be audited 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.
Andrew Huddleston (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London,
United Kingdom
27 April 2015
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Consolidated income statement
for the year ended 31 December 2014
Notes 2014 2014 2014 2013 2013 2013
Trading Revaluations Total Trading Revaluations Total
£'000 £'000 £'000 £'000 £'000 £'000
Group revenue 1 26,500 - 26,500 35,105 - 35,105
Operating costs 2 (22,224) - (22,224) (31,271) - (31,271)
Operating profit before 4,276 - 4,276 3,834 - 3,834
depreciation, fair
value adjustments and
exchange movements
Depreciation 2 (2,682) - (2,682) (2,817) - (2,817)
Operating profit before 1 1,594 - 1,594 1,017 - 1,017
fair value adjustments
and exchange movements
Exchange losses (143) - (143) (880) - (880)
Decrease in value of 3 - (6) (6) - (53) (53)
investment properties
Increase/(Decrease) in - 1 1 - (1) (1)
value of other
investments
(Reversal of gains)\ - (82) (82) - 40 40
Gains on held for
trading investments
Operating profit/(loss) 1 1,451 (87) 1,364 137 (14) 123
Share of profit in
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