REG-Bisichi Mining PLC: Final Results <Origin Href="QuoteRef">BISI.L</Origin> - Part 5
30/04/2015 16:10
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South African Rand 768 (1,065)
US Dollar 187 -
(3,127) (1,065)
The directors consider there to be no significant risk from exchange rate
movements of foreign currencies against the functional currencies of the
reporting companies within the group. As such no sensitivity analysis is
prepared.
22. Deferred taxation
2014 2013
£'000 £'000
Balance at 1 January 1,902 2,437
Recognised in income 344 (262)
Exchange adjustment (38) (273)
2,208 1,902
The deferred tax balance comprises the following:
Revaluation of properties 730 713
Capital allowances 1,418 1,183
Short-term differences 60 6
2,208 1,902
23. Share capital
2014 2013
£'000 £'000
Authorised: 13,000,000 ordinary shares of 10p each 1,300 1,300
Allotted and fully paid:
2014 2013 2014 2013
Number of Number of £'000 £'000
ordinary ordinary
shares shares
At 1 January 10,636,839 10,556,839 1,064 1,056
Shares issued during the year in regard to 40,000 80,000 4 8
employee share options exercised (note 25)
Outstanding at 31 December 10,676,839 10,636,839 1,068 1,064
24. Other reserves
2014 2013
£'000 £'000
Equity share options 566 501
Net premium on share capital in joint venture 86 86
652 587
25. Share based payments
Details of the share option scheme are shown in the Directors' remuneration
report on pages 29 and 30 under the heading Share option schemes which is
within the audited part of this report. Further details of the share option
schemes are set out below.
The Bisichi Mining PLC Unapproved Option Schemes:
Year of Subscription Period within Number of Number of Number of
grant price per which options share share share
share exercisable for which options for which
options issued/ options
outstanding at exercised/ outstanding at
31 December (cancelled) 31 December
2013 during year 2014
2004 149.0p Sep 2007 - Sep 80,000 (80,000) -
2014
2006 237.5p Oct 2009 - Oct 325,000 - 325,000
2016
2010 202.5p Aug 2013 - Aug 80,000 - 80,000
2020
2012 34.0p Oct 2012 - Sep 233,000 (40,000) 193,000
2022
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 respectively, requires growth in net assets over a three year
period to exceed the growth of the retail prices index by a scale of
percentages. There are no performance conditions attached to the other schemes.
2014 2014 2013 2013
Number Weighted Number Weighted
average average
exercise exercise
price price
Outstanding at 1 January 718,000 157.7p 718,000 157.7p
Cancelled during the year (80,000) (149.0p) - -
Exercised during the year (40,000) (34.0p) - -
Outstanding at 31 December 598,000 167.1p 718,000 157.7p
Exercisable at 31 December 598,000 167.1p 718,000 157.7p
26. Non-controlling interest
2014 2013
£'000 £'000
As at 1 January 359 444
Share of profit for the year 100 9
Dividends received (42) -
Exchange adjustment (13) (94)
As at 31 December 404 359
The non-controlling interest comprises of a 37.5% shareholding in Black Wattle
Colliry (Pty) Ltd. A coal mining company incorporated in South Africa.
Summarised financial information reflecting 100% of the underlying subsidiary's
relevant figures, is set out below.
2014
£'000
Revenue 25,536
Expenses (24,866)
Profit for the year 670
Other comprehensive Income -
Total comprehensive income for the year 670
Balance sheet
Non-current assets 6,030
Current assets 8,054
Current liabilities (9,125)
Non-current liabilities (2,260)
Net assets at 31 December 2,699
The non-controlling interest relates to the disposal of a 37.5% shareholding in
Black Wattle Colliery (Pty) Ltd in 2010. The total issued share capital in
Black Wattle Colliery (Pty) Ltd was increased from 136 shares to 1,000 shares
at par of R1 (South African Rand) through the following shares issue:
- a subscription for 489 ordinary shares at par by Bisichi Mining (Exploration)
Limited increasing the number of shares held from 136 ordinary shares to a
total of 675 ordinary shares;
- a subscription for 110 ordinary shares at par by Vunani Mining (Pty) Ltd;
- a subscription for 265 "A" shares at par by Vunani Mining (Pty) Ltd
Bisichi Mining (Exploration) Limited is a wholly owned subsidiary of Bisichi
Mining PLC incorporated in England and Wales.
Vunani Mining (Pty) Ltd is a South African Black Economic Empowerment company
and minority shareholder in Black Wattle Colliery (Pty) Ltd.
The "A" shares rank pari passu with the ordinary shares save that they will
have no dividend rights until such time as the dividends paid by Black Wattle
Colliery (Pty) Ltd on the ordinary shares subsequent to 30 October 2008 will
equate to R832,075,000.
A non-controlling interest of 15% in Black Wattle Colliery (Pty) Ltd is
recognised for all profits distributable to the 110 ordinary shares held by
Vunani Mining (Pty) Ltd from the date of issue of the shares (18 October 2010).
An additional non-controlling interest will be recognised for all profits
distributable to the 265 "A" shares held by Vunani Mining (Pty) Ltd after such
time as the profits available for distribution, in Black Wattle Colliery (Pty)
Ltd, before any payment of dividends after 30 October 2008, exceeds
R832,075,000.
27. Related party transactions
At 31 December During the year
Amounts Amounts Costs Cash
owed owed recharged paid
to by (to)/by (to)/by
related related related related
party party party party
£'000 £'000 £'000 £'000
Related party:
London & Associated Properties PLC (note (a)) 3 - 138 (135)
Langney Shopping Centre Unit Trust (note (b)) - (168) - 64
Dragon Retail Properties Limited (note (c)) 305 (2,000) (174) (726)
Ezimbokodweni Mining (Pty) Limited (note (d)) - (1,040) (92) -
As at 31 December 2014 308 (3,208) (128) (797)
London & Associated Properties PLC (note (a)) - - 138 (144)
Langney Shopping Centre Unit Trust (note (b)) - (232) -- (217)
Dragon Retail Properties Limited (note (c)) 1,205 (2,000) (180) 180
Ezimbokodweni Mining (Pty) Limited (note (d)) - (984) (109) -
As at 31 December 2013 1,205 (3,216) (151) (181)
London & Associated Properties PLC is a substantial shareholder. Langney
Shopping Centre Unit Trust and Dragon Retail Properties Limited are joint
ventures and are treated as non-current asset investments. Ezimbokodweni Mining
(Pty) Limited is a joint venture and is treated as a non-current asset
investment.
(a) London & Associated Properties PLC - Property management, office premises,
general management, accounting and administration services are provided for
Bisichi Mining PLC and its UK subsidiaries.
(b) Langney Shopping Centre Unit Trust - Langney Shopping Centre Unit Trust is
an unlisted property unit trust incorporated in Jersey.
(c) Dragon Retail Properties Limited - ("Dragon") is owned equally by the
company and London & Associated Properties PLC. During 2012 the company lent £
2million to Dragon at 6.875 per cent annual interest.
(d) Ezimbokodweni Mining (Pty) Limited - Ezimbokodweni Mining is a prospective
coal production company based in South Africa.
Details of key management personnel compensation and interest in share options
are shown in the Directors' Remuneration Report on pages 28 and 29 under the
headings Directors' remuneration, Pension schemes and incentives and Share
option schemes which is within the audited part of this report. The total
employers' national insurance paid in relation to the remuneration of key
management was £114,000 (2013: 111,000). In 2012 a loan was made to one of the
directors, Mr A R Heller, for £116,000. The loan amount outstanding at year end
was £101,000 (2013: £116,000) and a repayment of £15,000 (2013: nil) was made
during the year.
28. Employees
2014 2013
£'000 £'000
The average weekly numbers of employees of the group during the
year were as follows:
Production 213 220
Administration 18 20
231 240
£'000 £'000
Staff costs during the year were as follows:
Salaries 4,676 5,395
Social security costs 117 115
Pension costs 209 220
Share based payments 55 120
5,057 5,850
29. Capital commitments
2014 2013
£'000 £'000
Commitments for capital expenditure approved but not contracted 389 402
for at the year end
Share of commitment of capital expenditure in joint venture 1,402 1,451
30. Head lease commitments and future property lease rentals
Present value of head Leases on properties
Minimum lease Present value of
payments minimum lease payments
2014 2013 2014 2013
£'000 £'000 £'000 £'000
Within one year 12 12 12 12
Second to fifth year 49 49 45 45
After five years 1,569 1,589 138 139
1,630 1,650 195 196
Discounting adjustment (1,435) (1,454) - -
Present value 195 196 195 196
Finance lease liabilities are in respect of leased investment property. Many of
the leases provide for contingent rents in addition to the rents above which
are a proportion of rental income. Finance lease liabilities are effectively
secured as the rights to the leased asset revert to the lessor in event of
default.
The group leases out its investment properties under operating leases. The
future aggregate minimum rentals receivable under non-cancellable operating
leases are as follows:
2014 2013
£'000 £'000
Within one year 746 859
Second to fifth year 2,399 3,195
After five years 9,868 9,879
13,013 13,933
31. Contingent liabilities
Bank guarantees have been issued by the bankers of Black Wattle Colliery (Pty)
Limited on behalf of the company to third parties. The guarantees are secured
against the assets of the company and have been issued in respect of the
following:
2014 2013
£'000 £'000
Rail siding 158 62
Rehabilitation of mining land 1,114 1,153
Water & electricity 52 54
Company balance sheet
at 31 December 2014
Notes 2014 2013
£'000 £'000
Fixed assets
Tangible assets 33 34 11,605
Investment in joint ventures 34 1,810 1,810
Other investments 34 7,712 1,714
Debtors - amounts due in more than one year 35 1,127 1,313
10,683 16,442
Current assets
Debtors - amounts due within one year 35 2,981 3,082
Bank balances 988 799
3,969 3,881
Creditors - amounts falling due within one year 36 (1,218) (7,425)
Net current liabilities 2,751 (3,554)
Total assets less current liabilities 13,434 12,898
Creditors - amounts falling due in more than one year - 36 (64) (90)
medium term bank loan
Provision for liabilities and charges 37 - -
Net assets 13,370 12,808
Capital and reserves
Called up share capital 23 1,068 1,064
Share premium account 38 259 249
Revaluation reserve 38 - 5,632
Other reserves 38 566 503
Retained earnings 38 11,477 5,360
Shareholders' funds 13,370 12,808
The company financial statements were approved and authorised for issue by the
board of directors on 27 April 2015 and signed on its behalf by:
A R Heller G J Casey Company Registration No. 112155
Director Director
Company Accounting Policies
for the year ended 31 December 2014
The following are the main accounting policies of the company:
Accounting convention
The financial statements have been prepared under the historical cost
convention, as modified by the revaluation of investment properties, and in
accordance with applicable UK Generally Accepted Accounting Practice.
Dividends received
Dividends are credited to the profit and loss account when received.
Depreciation
Provision for depreciation on tangible fixed assets is made in equal annual
instalments to write each item off over its useful life. The rates generally
used are:
Motor vehicles 25 - 33 per cent
Office equipment 10 - 33 per cent
Foreign currencies
Monetary assets and liabilities expressed in foreign currencies have been
translated at the rates of exchange ruling at the balance sheet date. All
exchange differences are taken to the profit and loss account.
Investment properties
The investment property portfolio is included in the financial statements at
open market valuation. An external professional valuation is carried out
annually by professional external surveyors. Surpluses and deficits arising on
valuations are taken direct to the revaluation reserve. No depreciation or
amortisation is provided in respect of freehold and leasehold investment
properties. The directors consider that this accounting policy, which is not in
accordance with the Companies Act 2006, results in the accounts giving a true
and fair view. Depreciation or amortisation is only one of many factors
reflected in the valuation and the amount which might otherwise have been shown
cannot be separately identified or quantified.
On the 23rd of December 2014, the investment property portfolio was transferred
within the group to Bisichi (Properties) Limited, a 100% owned and controlled
subsidiary of the company.
Investments
Investments of the company are stated in the balance sheet as fixed assets at
cost less provisions for impairment.
Financial instruments
Bank loans and overdrafts
Bank loans and overdrafts are included in creditors on the company balance
sheet net of the unamortised cost of financing.
Interest payable on those facilities is expensed as a finance cost in the
period to which it relates.
Debtors
Amounts due from subsidiary undertakings are held at present value where the
interest that would be recognised from discounting future cash payments is
considered to be material. Other debtors do not carry interest and are stated
at their nominal value as reduced by appropriate allowances for estimated
recoverable amounts.
Creditors
Creditors are not interest bearing and are stated at their nominal value.
Joint ventures
Investments in joint ventures, being those entities over whose activities the
group has joint control as established by contractual agreement, are included
at cost, less impairment.
Deferred taxation
As required by FRS 19 "Deferred Tax", full provision is made for deferred tax
arising from all timing differences between the recognition of gains and losses
in the financial statements and recognition in the tax computation, except for
those timing differences in respect of which the standard specifies that
deferred tax should not be recognised. Deferred tax assets and liabilities are
calculated at the tax rates expected to be effective at the time the timing
differences are expected to reverse.
Leased assets and obligations
All leases are "Operating Leases" and the annual rentals are charged to the
profit and loss account on a straight line basis over the lease term. Rent free
periods or other incentives received for entering into a lease are accounted
for over the period of the lease so as to spread the benefit received over the
lease term.
Pensions
The company makes contributions to a money purchase scheme and the costs are
charged to the profit and loss account in the period to which they relate.
Share based remuneration
The company operates a share option scheme. The fair value of the share option
scheme is determined at the date of grant. This fair value is then expensed on
a straight-line basis over the vesting period, based on an estimate of the
number of shares that will eventually vest. The fair value of options granted
is calculated using a binomial model or Black-Scholes-Merton model. Details of
the share options in issue are disclosed in the Directors' Remuneration Report
on pages 29 and 30 under the heading Share option schemes which is within the
audited part of this report.
32. Dividends
The aggregate amount of dividends comprises:
2014 2013
£'000 £'000
Final dividends in respect of prior year but not recognised as 427 425
liabilities in that year:
The aggregate amount of dividends to be paid and not recognised as liabilities
as at year end is £427,000 (2013: £425,000).
33. Tangible fixed assets
Investment
properties
Freehold Long Motor Office Total
£'000 leasehold vehicles equipment £'000
£'000 £'000 £'000
Cost or valuation at 1 January 2014 9,035 2,524 37 63 11,659
Additions 22 - - 3 25
Disposals (9,057) (2,524) - - (11,581)
Revaluation - - - - -
Cost or valuation at 31 December 2014 - - 37 66 103
At valuation - - - - -
At cost - - 37 66 103
- - 37 66 103
Accumulated depreciation at 1 January - - 1 53 54
2014
Charge for the year - - 13 2 15
Disposals - - - - -
Accumulated depreciation at 31 - - 14 55 69
December 2014
Net book value at 31 December 2014 - - 23 11 34
Net book value at 31 December 2013 9,035 2,524 36 10 11,605
Details of historical cost of investment properties are shown in note 10. On
the 23rd of December 2014, the investment property portfolio was transferred
within the group to Bisichi (Properties) Limited, a 100% owned and controlled
subsidiary of the company.
34. Investments
Joint Shares Loans Other Total
ventures £'000 £'000 investments £'000
shares £'000
£'000
Cost at 1 January 2014 1,810 361 1,328 26 1,715
Invested during year - 5,995 3 - 5,998
Cost at 31 December 2014 1,810 6,356 1,331 26 7,713
-
Provision for impairment
As at 1 January - - - (1) (1)
Transfer - - - - -
As at 31 December 2014 - - - (1) (1)
Net book value at 31 December 2014 1,810 6,356 1,331 25 7,712
Net book value at 31 December 2013 1,810 361 1,328 25 1,714
Other investments comprise £25,000 (2013: £25,000) shares.
Included in the investments in shares during the year is an investment in
Bisichi (Properties) Limited, a 100% owned and controlled subsidiary of Bisichi
Mining PLC. The investment relates to the transfer of the company's directly
owned UK property portfolio from the company to Bisichi (Properties) Limited on
the 23rd of December 2014.
Investments in subsidiaries are detailed in note 14. In the opinion of the
directors the aggregate value of the investment in subsidiaries is not less
than the amount shown in these financial statements.
35. Debtors
2014 2013
£'000 £'000
Amounts due within one year:
Amounts due from subsidiary undertakings 360 295
Trade receivables 109 163
Other debtors 118 135
Joint venture 2,168 2,232
Prepayments and accrued income 226 257
2,981 3,082
Amounts due in more than one year:
Amounts due from subsidiary undertakings 1,123 1,295
Deferred taxation 4 18
1,127 1,313
36. Creditors
2014 2013
£'000 £'000
Amounts falling due within one year:
Bank overdraft (secured) - 269
Bank loan (secured) 7 5,007
Joint venture 305 1,205
Current taxation 23 2
Other taxation and social security 89 95
Other creditors 444 323
Accruals and deferred income 350 524
1,218 7,425
Amounts falling due in more than one year:
Bank loan (secured) 64 90
2014 2013
£'000 £'000
Bank and other loan instalments by reference to the balance sheet
date:
Within one year 7 5,007
From one to two years 7 7
From two to five years 57 83
71 5,097
37. Provisions for liabilities
2014 2013
£'000 £'000
Deferred taxation
Balance at 1 January - 40
Provision - -
Transfer - (40)
- -
No provision has been made for the approximate taxation liability at 21.5%
(2013: 23.5%) of £nil (2013: £713,000) which would have arisen if the
investment properties were sold at the stated valuation.
38. Share capital & reserves
Share Share Revaluation Other Retained Shareholders
capital premium reserve reserve earnings funds
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2014 1,064 249 5,632 503 5,360 12,808
Dividend paid - - - - (427) (427)
Disposal of investment - - (5,632) - 5,632 -
property
Share options 4 10 - 63 - 77
Retained loss for the year - - - - 912 6,544
Balance at 31 December 2014 1,068 259 - 566 11,477 13,370
A profit and loss account for Bisichi Mining PLC has not been presented as
permitted by Section 408(2) of the Companies Act 2006. The profit for the
financial year, before dividends, was £912,000 (2013: £110,000)
Details of share capital are set out in note 23 and details of the share
options are shown in the Directors' Remuneration Report on page 29 under the
heading Share option schemes which is within the audited part of this report
and note 25.
39. Related party transactions
At 31 During the year
December
Amounts Costs Cash
owed recharged paid
by / (to)/
related accrued by
party (to) / by related
£'000 related party
party £'000
£'000
Related party:
Black Wattle Colliery (Pty) Ltd (note (a)) (2,316) (1,009) 1,207
Ninghi Marketing Limited (note (b)) (102) - -
As at 31 December 2014 (2,418) (1,009) 1,207
Black Wattle Colliery (Pty) Ltd (note (a)) (2,514) (1,264) 1,177
Ninghi Marketing Limited (note (b)) (102) - -
As at 31 December 2013 (2,616) (1,264) (1,177)
(a) Black Wattle Colliery (Pty) Ltd - Black Wattle Colliery (Pty) Ltd is a coal
mining company based in South Africa.
(b) Ninghi Marketing Limited - Ninghi Marketing Limited is a dormant coal
marketing company incorporated in England & Wales.
In addition to the above, the company has issued a company guarantee of
R17,000,000 (2013: R17,000,000) (South African Rand) to the bankers of Black
Wattle Colliery (Pty) Ltd in order to cover bank guarantees issued to third
parties in respect of the rehabilitation of mining land.
A provision of £102,000 has been raised against the amount owing by Ninghi
Marketing Limited as the company is dormant.
In 2012 a loan was made to one of the directors, Mr A R Heller, for £116,000.
Interest is repayable on the loan at a rate of 6.14%. There is no fixed
repayment date. The loan amount outstanding at year end was £101,000 (2013: £
116,000) and a repayment of £15,000 (2013: nil) was made during the year.
Under Financial Reporting Standard 8 Related Party Disclosures, the company has
taken advantage of the exemption from disclosing transactions with other wholly
owned group companies.
Details of other related party transactions are given in note 27 of the Group
financial statements.
END
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