REG - Jubilee Platinum PLC - Audited results for the year and notice of AGM <Origin Href="QuoteRef">JLP.L</Origin> - Part 2
11/11/2015 07:24
- Part 2: For the preceding part double click ID:nRSK2720Fa
10,550,581 3.23 Warrants
5 August 2015 71,834,833 3.40 Cash
18 August 2015 10,000,000 2.63 Warrants
22 September 2015 2,000,000 3.16 Warrants
5 October 2015 2,706,765 3.40 Debt
14 October 2015 7,142,936 3.16 Warrants
20 October 2015 5,160,000 3.16 Warrants
Closing balance at last practicable date 893,157,770
(i) Debt includes payment of advisory and placement fees in relation to the issue of shares. These expenses are written off against share premium where allowed. It also includes the issue of Jubilee shares in lieu of director remuneration as approved by shareholders at the AGM held on 30 November 2013.
(ii) Shareholders are referred to announcements on, or about the dates above for details of acquisitions/placings made.
At year end the Company had the following warrants outstanding:
Number of warrants Issue date Subscription price£ End of Exercise period Volatility% Spot at issue datePence
1 875 000 2015-06-09 0.01600 2017-06-09 52.77 1.800
5 786 380 2014-10-29 0.02010 2017-10-29 53.13 1.325
10 000 000 2014-02-23 0.02625 2016-02-23 69.01 1.975
27 142 936 2014-02-21 0.03160 2017-02-21 69.01 1.975
6 000 000 2014-02-23 0.03160 2016-02-23 69.01 1.975
21 101 162 2014-03-03 0.00323 2017-02-25 67.67 1.800
30 578 512 2013-12-23 0.03933 2017-12-30 65.02 3.150
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 share premium in the amount of £748,816 in
accordance with Section 610 (2) of the United Kingdom Companies Act 2006. This
charge relates to equity placings successfully completed and qualifies as a
deduction from share premium.
7. Business segments
In the opinion of the Directors, the continuing operations of the Group
companies comprise four reporting segments (of which the descriptions have
been changed to better reflect the Group's strategy of becoming a platinum
producer post the Disposal) being:
· the beneficiation of Platinum Group Elements ("PGEs") and
associated metals and development of PGM smelters utilising exclusive
commercialisation rights of the ConRoast smelting process, located in South
Africa ("PGE 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 Elements ("PGEs") and
associated metals (Exploration and mining);
· the parent company operates a head office based in the United
Kingdom, which incurred certain administration and corporate costs.
The results of the discontinued operations comprise 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.
2015 PGM processing Australia Nickel Tailings Exploration and development Other operations Total Continuing operations Total Discontinuedoperations
£s
Total revenues (3 885) - - (45 014) (48 899) (5 160 105)
Cost of sales - - - 25 529 25 529 (2 167 422)
Forex losses (31) - 3 462 20 539 23 970 -
Loss before taxation 1 560 914 18 862 61 103 1 300 248 2 941 126 452 002
Taxation - - - - - 52 194
Loss after taxation 1 560 914 18 862 61 103 1 300 248 2 941 126 504 196
Interest received - - - (65 283) (65 283) (1 017)
Interest paid 4 - - 194 754 194 758 455
Depreciation and Amortisation 694 487 - 1 949 - 696 436 744 361
Total assets 7 449 691 27 757 917 24 036 807 611 255 59 855 670 7 696 389
Total liabilities (14 229 723) (5 674) (28 581) (1 509 300) (15 773 278) (2 270 780)
2014 PGM processing Australia Nickel Tailings Exploration and development Other operations Total Continuing operations South Africa Base Metal Smelting South Africa Electricity Generation Total
£s
Total revenues - - (35 307) - (35 307) (4 812 179) (1 315 962) (6 163 448)
Less: Intercompany revenue - - - - - 2 119 001 - 2 119 001
Revenue from external customers - - (35 307) - (35 307) (2 693 178) (1 315 844) (4 044 328)
-
Forex losses 297 022 - - 48 664 48 664 (162 014) - 183 672
Loss before taxation 61 103 18 862 1 560 914 1 963 577 3 543 352 1 929 708 32 943 5 567 106
Taxation - - - 174 174 - (12 838) (12 664)
Loss after taxation 61 103 18 862 1 560 914 1 963 751 3 543 526 1 929 708 20 105 5 554 442
- - - - - - -
Interest received - - (243) (5 431) (5 674) (48) (3 208) (8 930)
Interest paid - - 109 259 077 259 187 (3 749) 169 682 425 119
Depreciation and Amortisation - - 740 680 6 768 747 448 1 096 550 342 977 2 186 975
Total assets 17 156 385 31 485 371 4 368 416 12 090 398 47 944 185 5 234 833 3 038 583 73 373 985
Total liabilities (5 076) (2 487) (273 294) (1 036 202) (1 311 983) (16 944 810) (996 474) (19 258 343)
8. Going concern
The Directors have adopted the going-concern basis in preparing the financial
statements.
The Company has continued to progress with the implementation of its
Mine-to-Metals platinum strategy:
· The Company's SEDA backed loan facility of US$ 10million with YA Global
Masters, which can be accessed by the Company at its election at any time, was
secured in support of the Company's continued improving performance to ensure
that it is able to have sufficient working capital and access to funding as
and when required. The Company's going-concern assessment is therefore not
only based on the view of the directors but in fact supported by its access to
fully secured standby funding. At year end the balance was approximately
$0.551 million (2014: $0.450 million).
· During the latter part of the period under review, management embarked
on a plan to sell its non-core assets being the Middelburg operations. On 16
July 2015 a sale and purchase agreement was concluded to sell the operations
for a consideration of ZAR110.5 million (£5.3million). The proceeds from the
disposal together with debt funding (referred to below), will be used for the
simultaneous execution of the Group's two platinum surface projects.
· Jubilee executed an addendum to the ASA Processing of Tailings Dam
Agreement ("the Agreement") whereby the Company is incentivised to accelerate
the construction and commissioning of the surface processing facility to
target commencement of commissioning of the chrome beneficiation section by 31
January 2016. Under the terms of the Agreement, if the target is met, the
Company will be paid up to 25% more for every ton of chrome concentrate
produced by the chrome beneficiation circuit, which forms part of the platinum
beneficiation circuit. The Company has projected that it will be able to
commission the chrome beneficiation portion of the processing plant 5 months
earlier than expected, resulting in successfully meeting the target and
earlier than planned cash flows from its first platinum surface tailings
project.
· Funding for the construction and commissioning of the Group's two
platinum surface projects is well progressed with a large international
banking institution offering debt funding for the two projects. The funding
has received credit committee approval and final confirmation of the due
diligence is expected to be concluded in the near term.
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. Discontinued operations
The Middelburg Operations have been operating profitably and attracted much
trade interest on both a separate parts and combined basis. The Board
considered approaches from interested buyers, as sale of these non-core
assets, if completed, could be sufficient to finance the Group's tailing
development and progress the Company into its stated mission of a platinum
producer. On 16 July 2015 a sale was concluded. Refer to note 10.1 below for
more detail of the sale.
The Revenue and expenses of the disposal group are set out below:
2015 2014
Revenue 5,160,105 4,008,901
Cost of sales (2,167,422) (2,250,853)
Gross profit 2,992,683 1,758,048
Depreciation, amortisation and impairments (744,361) (1,439,527)
Finance costs (455) (165,933)
Interest received 1,017 3,254
Other operating expenses (2,700,886) (2,118,490)
Net loss before tax (452,002) (1,962,648)
Tax (52,194) 12,838
Net loss after tax (504,196) (1,949,810)
Non-controlling interest (124,246) 62,067
(628,442) (1,887,743)
The assets and liabilities of the disposal group are set out below:
Assets
Property, plant and equipment 4,772,406
Taxation 4,015
Trade and other receivables 1,457,592
Intangible assets 1,299,374
Cash and cash equivalents 163,002
7,696,389
Liabilities
Other financial liabilities 290,811
Trade and other payables 1,264,820
Deferred tax 715,149
2,270,780
Cash flows from discontinued operations
Cash flows from operating activities (484,868) (1,569,934)
Cash flows from investing activities - (256,138)
Cash flows from financing activities 385,971 (1,190,626)
Net cash flows from discontinued operations (98,897) 123,170
Opening cash balance on discontinued operations 261,900 138,780
Closing cash balance on discontinued operations 163,003 261,900
10. Events post balance sheet
10.1 disposal of Middelburg operations
On 16 July 2015, the Company executed a sale and purchase agreement
("Agreement"), in terms of which Siyanda Resources Pty Ltd ("Siyanda"),
acting through Main Street 1347 Proprietary Limited, a special purpose vehicle
("SPV" or "the Purchaser") established for this purpose, would acquire
Middelburg Operations comprising 100% of the issued shares of the Company's
subsidiary, Jubilee Smelting and Refining Proprietary Limited ("JSR") owning
the Middelburg Smelter Complex, for ZAR72.0 million (approximately £3.8
million) and the Company's 70% interest in Power Alt , for ZAR38.5 million
(approximately £2.0 million) (the "Disposal").
Under the Agreement, the Company would retain the right to a furnace of up to
5MW on the premises of JSR's subsidiary RST Special Metals, for the purposes
of processing platinum bearing material, while also retaining all intellectual
property in relation to the development of the platinum recovery from waste
and surface tailings developed at the Middelburg operations.
Jubilee shareholders approved the Disposal at the Company's General meeting
held on 7 August 2105.
On 30 September 2015, the Company concluded the Agreement and ownership and
associated risk of the Middelburg Operations passed to Siyanda, after all
conditions precedent relating to the Agreement were met on 16 September 2015.
On 9 October 2015, the Company received 85% of the cash consideration for the
Disposal (ZAR 93.9 million). Under the Agreement, the remaining 15% (ZAR16.6
million) is being held in escrow pending release over two warranty periods:
the first 10% will be released from escrow after 90 days and the remaining 5%
will be released after 12 months from the date of concluding the Agreement.
The Agreement contains a set of warranties given by the Company, which are
customary for a disposal of this nature. The warranties relate amongst other
things to: organization of the Group, title, accounting and financial matters,
material contracts, litigation and compliance with applicable laws.
The proceeds from the Disposal, which will contribute towards the Company's
equity component of the Secured Funding, will also be capable of fully funding
the capital required for the construction and commissioning of the first
platinum surface-processing project.
10.2 Warrants
Warrants issued but not exercised at the date of this report are set out
below:
Number of warrants Issue date Subscriptiondate (£) Expiry date
1,875,000 09/06/2015 0.016000 09/06/2018
18,000,000 21/02/2014 0.031598 21/02/2017
840,000 23/02/2014 0.031598 23/02/2016
10,550,581 03/03/2014 0.003230 25/02/2018
38,097,689 14/07/2015 0.035500 30/12/2016
3,591,742 12/08/2015 0.047500 12/08/2018
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
Nominated Adviser
SPARK Advisory Partners Limited
Sean Wyndham-Quin/Mark Brady
Tel: +44 (0)203 368 3555
Brokers
Beaufort Securities Limited
Jon Belliss
Tel: +44 (0) 20 7382 8300
JSE Sponsor
Sasfin Capital, a division of Sasfin Bank Limited
Sharon Owens
Tel +27 (0) 11 809 7500
Annexure 1
Jubilee Platinum Plc
Independent auditors' report to the members
We have audited the company's financial statements of Jubilee Platinum Plc for
the year ended 30 June 2015 which comprise the Consolidated Statements of
Comprehensive Income, Consolidated Statements of Financial Position,
Consolidated Statements of Cash Flows, Consolidated Statements of Changes in
Equity and Notes to the Consolidated Financial Statements set out on pages 21
to 61. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union and, as regards the parent company
financial statements, as applied in accordance with the provisions 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.
Respective responsibilities of directors and auditors
As explained more fully in the Directors' Responsibilities Statement, 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 Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether the accounting
policies are appropriate to the group's and the parent company's circumstances
and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the directors; and
the overall presentation of the financial statements. In addition, we read
all the financial and non-financial information in the Annual Report to
identify material inconsistencies with the audited financial statements and to
identify any information that is apparently materially incorrect based on, or
materially inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material
misstatements or inconsistencies, we consider the implications for our
report.
Opinion on financial statements
In our opinion:
· the financial statements give a true and fair view of the
state of affairs of the group and the parent company as at 30 June 2015 and of
the group's loss for the year then ended; and
· the group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union; and
· the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union and as
applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion 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.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us 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 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 Gaskell
Senior Statutory Auditor
For and on behalf of
Saffery Champness
Chartered Accountants
Statutory Auditors
Lion House
Red Lion Street
London
WC1R 4GB
10 November 2015
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).
Reconciliation of Headline earnings per share
Headline loss per share
Headline loss per share comprises the following: 2015 2014
Continuing operations
Loss from continuing operations for the period attributable to ordinary shareholders -2 906 928 -3 477 955
Impairment of other financial liabilities 49 810 -
Profit on sale of property plant and equipment -59 904
Loss on exchange differences 20 508 345 686
Loss on equity swap - 504 349
Headline loss from continuing operations -2 896 514 -2 627 920
Weighted average number of shares in issue 644 851 551 423 628 350
Diluted weighted average number of shares in issue 644 851 551 509 153 901
Headline loss per share from continuing operations (pence) -0.45 -0.62
Diluted headline loss per share from continuing operations (pence) -0.45 -0.52
Headline loss per share from continuing operations (ZAR cents) -8.09 -10.44
Diluted headline loss per share from continuing operations (ZAR cents) -8.09 -8.69
Discontinued operations
Loss from discontinued operations for the period attributable to ordinary shareholders -628 442 -1 887 743
Impairment of other financial liabilities 49 810 -
Headline loss from discontinued operations -578 632 -1 887 743
Headline loss per share from discontinued operations (pence) -0.09 -0.45
Diluted headline loss per share from discontinued operations (pence) -0.09 -0.37
Headline loss per share from discontinued operations (ZAR cents) -1.62 -7.50
Diluted headline loss per share from discontinued operations (ZAR cents) -1.62 -6.24
Average conversion rate used for the period under review GBP:ZAR 0.0555 0.0594
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