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REG-Lon.&Assoc.Props PLC: Annual Results <Origin Href="QuoteRef">LAS.L</Origin> - Part 6

- Part 6: For the preceding part double click  ID:nPRrS055Ee 

3,750
mortgage debenture                                                           
stock 2018 at 11.6                                                           
per cent                                                                     
                                                                             
Bank overdrafts                      2,234           -      2,119           -
(secured) (Bisichi)                                                          
                                                                             
£1 million term bank                     -           -        201           -
loan (unsecured)                                                             
                                                                             
£10 million first                        -       9,888          -       9,871
mortgage debenture                                                           
stock 2022 at 8.109                                                          
per cent*                                                                    
                                                                             
Other loans                              -           -          -         111
(Bisichi)                                                                    
                                                                             
£6 million term bank                     -       5,940          -       5,902
loan (secured)                                                               
repayable by 2019                                                            
(Bisichi)*                                                                   
                                                                             
£1.9 million                             -           -          -       1,900
revolving credit                                                             
facility term bank                                                           
loan (secured)                                                               
(Dragon)                                                                     
                                                                             
£34.897 million term                     -      34,296          -      34,124
bank loan (secured)                                                          
repayable by 2019*                                                           
                                                                             
£10.105 million term                     -       9,881          -       9,818
bank loan (secured)                                                          
repayable by 2019*                                                           
                                                                             
                                     2,267      64,951      3,590      65,476

*     The £10 million debenture and bank loans are shown after deduction of
un-amortised issue costs.

Interest payable on the term bank loans is variable being based upon the London
inter-bank offered rate (LIBOR) plus margin.

During the year the Group repaid early £1.25 million of the £5 million first
mortgage debenture stock 2018, at an additional cost of £158,000.

First Mortgage Debenture Stocks August 2018 and 2022 and the £34.897 million
and £10.105 million term bank loans repayable in July 2019 are secured by way
of a charge on specific freehold and leasehold properties which are included in
the financial statements at a value of £87.1 million.

The Bisichi United Kingdom bank loans and overdraft are secured by way of a
first charge over the investment properties in the UK which are included in the
financial statements at a value of £11.6 million.

The Bisichi South African bank loans are secured by way of a first charge over
specific pieces of mining equipment, inventory and the debtors of the relevant
company which holds the loan which are included in the financial statements at
a value of £4.8 million.

The £1.9 million bank loan (Dragon) was repaid in 2015. A new bank loan of £
1.25 million which is repayable in November 2020 is secured by way of a first
charge on specific freehold property and which is included in the financial
statements at a value of £2.6 million.

The Group's objectives when managing capital are:

-    To safeguard the Group's ability to continue as a going concern, so that
it may provide returns for shareholders and benefits for other stakeholders;
 and

-    To provide adequate returns to shareholders by ensuring returns are
commensurate with the risk.

22.     Provisions

                                                              2015       2014
                                                             £'000      £'000
                                                                             
At 1 January                                                   930        874
                                                                             
Exchange adjustment                                          (162)       (31)
                                                                             
Unwinding of discount                                           79         87
                                                                             
At 31 December                                                 847        930

The above provision relates to mine rehabilitation costs in Bisichi.

23.     Financial instruments

Total financial assets and liabilities

The Group's financial assets and liabilities and their fair values are as
follows:

                                        Fair       2015       Fair       2014
                                       value   Carrying      value   Carrying
                                       £'000      value      £'000      value
                                                  £'000                 £'000
                                                                             
Cash and cash equivalents              4,809      4,809      9,237      9,237
                                                                             
Assets held for sale                   2,335      2,335          -          -
                                                                             
Investments held to maturity           1,995      1,995      2,196      2,196
                                                                             
Loan to joint venture                    900        900      1,040      1,040
                                                                             
Other investments                         14         14        152        152
                                                                             
Investments held for trading              20         20        918        918
                                                                             
Available for sale investments           594        594          -          -
                                                                             
Derivative assets                         15         15          -          -
                                                                             
Other assets                           5,480      5,480      5,485      5,485
                                                                             
Derivative liabilities                 (587)      (587)      (656)      (656)
                                                                             
Bank overdrafts                      (2,234)    (2,234)    (2,119)    (2,119)
                                                                             
Bank loans                          (52,286)   (51,346)   (53,137)   (52,076)
                                                                             
Present value of head leases on      (4,784)    (4,784)    (4,788)    (4,788)
properties                                                                   
                                                                             
Other liabilities                    (5,603)    (5,603)    (5,689)    (5,689)
                                                                             
Total financial liabilities         (49,332)   (48,392)   (47,361)   (46,300)
before debentures                                                            

Fair value of debenture stocks

Fair value of the Group's debenture liabilities:

                                          Book     Fair       2015       2014
                                         value    value Fair value Fair Value
                                         £'000    £'000 adjustment adjustment
                                                             £'000      £'000
                                                                             
Debenture stocks                      (13,750) (17,325)    (3,575)    (4,320)
                                                                             
Tax at 20 per cent (2014: 20 per                               715        864
cent)                                                                        
                                                                             
Post tax fair value adjustment                             (2,860)    (3,456)
                                                                             
Post tax fair value adjustment -                            (3.3)p     (4.0)p
basic pence per share                                                        

There is no material difference in respect of other financial liabilities or
any financial assets.

The fair values were calculated by the directors as at 31 December 2015 and
reflect the replacement value of the financial instruments used to manage the
Group's exposure to adverse rate movements.

The fair values of the debentures are based on the net present value at the
relevant gilt interest rate of the future payments of interest on the
debentures. The bank loans and overdrafts are at variable rates and there is no
material difference between book values and fair values.

Investments held for trading and available for sale fall under level 1 of the
fair value hierarchy into which fair value measurements are recognised in
accordance with the levels set out in IFRS 7. Other investments are held at
cost. The directors are of the opinion that the difference in value between
cost and fair value of other investments is not significant or material. The
comparative figures for 2014 fall under the same category of financial
instrument as 2015.

Treasury policy

The Group enters into derivative transactions such as interest rate swaps and
forward exchange contracts in order to help manage the financial risks arising
from the Group's activities. The main risks arising from the Group's financing
structure are interest rate risk, liquidity risk and market price risk, credit
risk, commodity price risk and foreign exchange risk. The policies for managing
each of these risks and the principal effects of these policies on the results
are summarised below.

Sensitivity analysis

As all variable interest term debt has been covered by derivatives it is not
considered that there is any material sensitivity for the Group to changes in
interest rates.

Interest rate risk

Treasury activities take place under procedures and policies approved and
monitored by the Board to minimise the financial risk faced by the Group. The £
34.897 million bank loan and Bisichi United Kingdom bank loans and overdraft
are secured by way of a first charge on certain fixed assets. The rates of
interest vary based on LIBOR in the UK.

The £10.105 million term bank loan is secured by way of a second charge on
certain fixed assets. This loan is based on a fixed interest rate.

The Bisichi South African bank loans are secured by way of a first charge over
specific pieces of mining equipment, inventory and the debtors of the relevant
company which holds the loan. The rates of interest vary based on PRIME in
South Africa.

The £1.25 million bank loan (Dragon) is secured by way of a first charge on
specific freehold property. The rate of interest varies based on LIBOR in the
UK.

Liquidity risk

The Group's policy is to minimise refinancing risk by balancing its exposure to
interest risk and to refinancing risk. In effect the Group seeks to borrow for
as long as possible at the lowest acceptable cost. Efficient treasury
management and strict credit control minimise the costs and risks associated
with this policy which ensures that funds are available to meet commitments as
they fall due. Cash and cash equivalents earn interest at rates based on LIBOR
in the UK. These facilities are considered adequate to meet the Group's
anticipated cash flow requirements for the foreseeable future.

In South Africa, an increase in the structured trade facility from R60 million
(South African Rand) to R80 million was signed by Black Wattle Colliery (Pty)
Limited with Absa Bank Limited, a South African subsidiary of Barclays Bank
PLC. The facility is renewable annually at 30 June and is secured against
inventory, debtors and cash that are held by Black Wattle Colliery (Pty)
Limited.

The table below analyses the Group's financial liabilities into maturity
Groupings and also provides details of the liabilities that bear interest at
fixed, floating and non-interest bearing rates.

                                        2015  Less than  2-5 years       Over
                                       Total     1 year      £'000    5 years
                                       £'000      £'000                 £'000
                                                                             
Bank overdrafts (floating)             2,234      2,234          -          -
                                                                             
Debentures (fixed)                    13,638          -      3,750      9,888
                                                                             
Bank loans (fixed)                     9,881          -      9,881          -
                                                                             
Bank loans (floating)*                41,465         33     41,432          -
                                                                             
Trade and other payables               6,646      5,776        737        133
(non-interest)                                                               
                                                                             
                                      73,864      8,043     55,800     10,021

   

                                        2014  Less than  2-5 years       Over
                                       Total     1 year      £'000    5 years
                                       £'000      £'000                 £'000
                                                                             
Bank overdrafts (floating)             2,119      2,119          -          -
                                                                             
Debentures (fixed)                    14,871      1,250      3,750      9,871
                                                                             
Bank loans (fixed)                     9,818          -      9,818          -
                                                                             
Bank loans (floating)*                42,258        221     42,037          -
                                                                             
Trade and other payables               6,572      5,689        749        134
(non-interest)                                                               
                                                                             
                                      75,638      9,279     56,354     10,005

The Group would normally expect that sufficient cash is generated in the
operating cycle to meet the contractual cash flows as disclosed above through
effective cash management.

*Certain bank loans are fully hedged with appropriate interest derivatives.
Details of all hedges are shown below.

23. Financial instruments continued

Market price risk

The Group is exposed to market price risk through interest rate and currency
fluctuations.

Credit risk

At the balance sheet date there were no significant concentrations of credit
risk. The maximum exposure to credit risk is represented by the carrying amount
of each financial asset in the balance sheet. The Group only deposits surplus
cash with well-established financial institutions of high quality credit
standing.

Commodity price risk

Commodity price risk is the risk that the Group's future earnings will be
impacted adversely by changes in the market of commodities. Bisichi is exposed
to commodity price risk as its future revenues will be derived based on a
contract with a physical off-take partner at prices that will be determined by
reference to market prices of coal at the delivery date.

From time to time Bisichi may manage its exposure to commodity price risk by
entering into forward sales contracts with the goal of preserving future
revenue streams.

Foreign exchange risk

Only Bisichi is subject to this risk. For Bisichi all trading is undertaken in
the local currencies. Funding is also in local currencies other than
inter-company investments and loans and it is not the Group's policy to obtain
forward contracts to mitigate foreign exchange risk on these amounts. During
2015 and 2014 the Group did not hedge its exposure of foreign investments held
in foreign currencies.

The table below shows the Bisichi currency profiles of cash and cash
equivalents:

                                                              2015       2014
                                                             £'000      £'000
                                                                             
Sterling                                                     1,135      1,697
                                                                             
South African Rand                                             470      1,138
                                                                             
US Dollar                                                        3          3
                                                                             
                                                             1,608      2,838

Cash and cash equivalents earn interest at rates based on LIBOR in Sterling and
Prime in Rand.

The tables below shows the Bisichi currency profiles of net monetary assets and
liabilities by functional currency:

2015:                                                           UK      South
                                                             £'000     Africa
                                                                        £'000
                                                                             
Sterling                                                   (3,221)          -
                                                                             
South African Rand                                              89      (136)
                                                                             
US Dollar                                                       13          -
                                                                             
                                                           (3,119)      (136)

   

2014:                                                           UK      South
                                                             £'000     Africa
                                                                        £'000
                                                                             
Sterling                                                   (2,515)          -
                                                                             
South African Rand                                             153        618
                                                                             
US Dollar                                                       20          -
                                                                             
                                                           (2,342)        618

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.

Borrowing facilities

At 31 December 2015 the Group was within its bank borrowing facilities and was
not in breach of any of the covenants. Term loan repayments are as set out
below. Details of other financial liabilities are shown in Notes 20 and 21.

Interest rate and hedge profile

                                                              2015       2014
                                                             £'000      £'000
                                                                             
Fixed rate borrowings                                       23,855     25,105
                                                                             
Floating rate borrowings                                                     
                                                                             
                - Subject to interest rate swap             36,148     34,898
                                                                             
                                                            60,003     60,003
                                                                             
Average fixed interest rate                                  9.24%      9.36%
                                                                             
Weighted average swapped interest rate                       3.41%      4.79%
                                                                             
Weighted average cost of debt on overdrafts, bank loans      5.71%      5.90%
and debentures                                                               
                                                                             
Average period for which borrowing rate is fixed         4.8 years  5.5 years
                                                                             
Average period for which borrowing rate is swapped       3.5 years  4.5 years

The Group's floating rate debt bears interest based on LIBOR for the term bank
loans and bank base rate for the overdraft.

At 31 December 2015 the Group had hedges totalling £35 million to cover the £
34.9 million bank loan. These consisted of a 5 year swap for £17.5 million,
taken out in July 2014 at 2.25% and a £17.5 million cap agreement taken out in
July 2014 at 2.25% until 29 January 2016 and a swaption at 2.25% on the capped
portion from 29 January 2016 to 1 July 2019. Since the year end the swaption
was not exercised and was replaced in January 2016 with a £17.4 million cap
agreement to 1 July 2019.

Under IFRS 13 the hedges are not deemed to be eligible for hedge accounting and
any movement in the value of the hedges is therefore charged directly to the
consolidated income statement.

At the year end the fair value liability in the accounts was £587,000 (2014: £
656,000) as valued by the hedge provider.

At 31 December 2015, Dragon had hedges of £1.25 million to cover the £1.25
million bank loan. This consists of a 5 year £1.25 million cap agreement taken
out in November 2015 at 2.5%. At the year end, the fair value asset in the
accounts was £15,000, as valued by the hedge provider.

Fair value of financial instruments

Fair value estimation

The Group has adopted the amendment to IFRS 7 for financial instruments that
are measured in the balance sheet at fair value. This requires the methods of
fair value measurement to be classified into a hierarchy based on the
reliability of the information used to determine the valuation, as follows:

-    Quoted prices (unadjusted) in active markets for identical assets or
liabilities (level 1).

-    Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (level 2).

-    Inputs for the asset or liability that are not based on observable market
data (that is unobservable inputs) (level 3).

                          Level 1    Level 2    Level 3      Total       2015
                            £'000      £'000      £'000      £'000  Gain/loss
                                                                    to income
                                                                    statement
                                                                        £'000
                                                                             
Financial assets                                                             
                                                                             
Other financial assets                                                       
held for trading and                                                         
available for sale                                                           
                                                                             
Quoted equities               614          -          -        614       (12)
                                                                             
Derivative financial                                                         
instruments                                                                  
                                                                             
Interest rate swaps                       15                    15          -
                                                                             
Financial liabilities                                                        
                                                                             
Derivative financial                                                         
instruments                                                                  
                                                                             
Interest rate swaps             -        587          -        587         84

   

                          Level 1    Level 2    Level 3      Total       2014
                            £'000      £'000      £'000      £'000       loss
                                                                    to income
                                                                    statement
                                                                        £'000
                                                                             
Financial assets                                                             
                                                                             
Other financial assets                                                       
held for trading and                                                         
available for sale                                                           
                                                                             
Quoted equities               918          -          -        918       (86)
                                                                             
Financial liabilities                                                        
                                                                             
Derivative financial                                                         
instruments                                                                  
                                                                             
Interest rate swaps             -        656          -        656    (1,086)

Capital structure

The Group sets the amount of capital in proportion to risk. It ensures that the
capital structure is commensurate to the economic conditions and risk
characteristics of the underlying assets. In order to maintain or adjust the
capital structure, the Group may vary the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets
to reduce debt.

The Group considers its capital to include share capital, share premium,
capital redemption reserve, translation reserve and retained earnings, but
excluding the interest rate derivatives.

Consistent with others in the industry, the Group monitors its capital by its
debt to equity ratio (gearing levels). This is calculated as the net debt
(loans less cash and cash equivalents) as a percentage of the equity calculated
as follows:

                                                              2015       2014
                                                             £'000      £'000
                                                                             
Total debt                                                  67,218     69,066
                                                                             
Less cash and cash equivalents                             (4,809)    (9,237)
                                                                             
Net debt                                                    62,409     59,829
                                                                             
Total equity                                                49,652     53,598
                                                                             
                                                            125.7%     111.6%

The Group does not have any externally imposed capital requirements.

Financial assets

The Group's principal financial assets are bank balances and cash, trade and
other receivables and investments. The Group has no significant concentration
of credit risk as exposure is spread over a large number of counterparties and
customers. The credit risk in liquid funds and derivative financial instruments
is limited because the counterparties are banks with high credit ratings
assigned by international credit-rating agencies. The Group's credit risk is
primarily attributable to its trade receivables. The amounts presented in the
balance sheet are net of allowances for doubtful receivables, estimated by the
Group's management based on prior experience and the current economic
environment.

Financial assets maturity

Cash and cash equivalents all have a maturity of less than three months.

                                                             2015        2014
                                                            £'000       £'000
                                                                             
Cash at bank and in hand                                    4,809       9,237

These funds are primarily invested in short term bank deposits maturing within
one year bearing interest at the bank's variable rates.

Financial liabilities maturity

Repayment of borrowings

                                                              2015       2014
                                                             £'000      £'000
                                                                             
Bank loans and overdrafts:                                                   
                                                                             
Repayable on demand or within one year                       2,267      2,340
                                                                             
Repayable between two and five years                        51,313     51,855
                                                                             
                                                            53,580     54,195
                                                                             
Debentures:                                                                  
                                                                             
Repayable within one year                                        -      1,250
                                                                             
Repayable between two and five years                         3,750      3,750
                                                                             
Repayable in more than five years                            9,888      9,871
                                                                             
                                                            67,218     69,066

Certain borrowing agreements contain financial and other conditions that if
contravened by the Group, could alter the repayment profile.

24.     Deferred tax asset

                                                              2015       2014
                                                             £'000      £'000
                                                                             
Balance at 1 January                                         2,324      5,651
                                                                             
Transferred to consolidated income statement                    66    (3,327)
                                                                             
Balance at 31 December                                       2,390      2,324
                                                                             
The deferred tax balance comprises the following:                            
                                                                             
Revaluation of properties                                  (2,226)    (3,211)
                                                                             
Accelerated capital allowances                               (952)    (1,052)
                                                                             
Fair value of interest derivatives                             111        131
                                                                             
Short-term timing differences                                (131)      (143)
                                                                             
Loss relief                                                  5,588      6,599
                                                                             
Deferred tax asset provision at end of period:               2,390      2,324

The directors consider the temporary differences arising in connection with the
interests in joint ventures are insignificant. There is no time limit in
respect of the Group tax loss relief.

25.     Deferred tax liabilities

                                                              2015       2014
                                                             £'000      £'000
                                                                             
Balance at 1 January                                         2,410      2,070
                                                                             
Transferred to consolidated income statement                    29        378
                                                                             
Transferred to other comprehensive income                     (41)          -
                                                                             
Exchange adjustment                                          (292)       (38)
                                                                             
Balance at 31 December                                       2,106      2,410
                                                                             
The deferred tax balance comprises the following:                            
                                                                             
Revaluation of properties                                      724        929
                                                                             
Accelerated capital allowances                               1,490      1,421
                                                                             
Short-term timing differences                                (111)         60
                                                                             
Fair value of interest derivatives                               3          -
                                                                             
Deferred tax liability provision at end of period:           2,106      2,410

26.     Share capital

                                  Number of   Number of                      
                                   ordinary    ordinary                      
                                        10p         10p       2015       2014
                                     shares      shares      £'000      £'000
                                       2015        2014                      
                                                                             
Authorised: ordinary shares of  110,000,000 110,000,000     11,000     11,000
10p each                                                                     
                                                                             
Allotted, issued and fully paid  85,542,711  85,542,711      8,554      8,554
share capital                                                                
                                                                             
Less: held in Treasury (see       (734,816) (1,032,991)       (73)      (103)
below)                                                                       
                                                                             
"Issued share capital" for       84,807,895  84,509,720      8,481      8,451
reporting purposes                                                           

The Company has one class of ordinary shares which carry no right to fixed
income.

Treasury shares

                                   Number of ordinary     Cost/issue value   
                                       10p shares                            
                                                                             
                                        2015       2014       2015       2014
                                                             £'000      £'000
                                                                             
Shares held in Treasury at 1       1,032,991  1,254,738        883      1,159
January                                                                      
                                                                             
Issued to meet directors bonuses   (431,476)  (264,257)      (369)      (244)
(Jan 2015 - 37.75p) 2014: (Feb 14                                            
- 58.25p)                                                                    
                                                                             
Issued to meet staff bonuses (Jan  (111,678)   (91,728)       (95)       (84)
2015 - 37.75p) 2014: (Feb 14 -                                               
58.25p)                                                                      
                                                                             
Issued for new directors share       (7,947)    (5,150)        (7)        (5)
incentive plan (Jan 2015 -                                                   
37.75p) 2014: (Feb 14 - 58.25p)                                              
                                                                             
Issued for new staff share          (47,271)   (30,368)       (40)       (28)
incentive plan (Jan 2015 -                                                   
37.75p) 2014: (Feb 14 - 58.25p)                                              
                                                                             
Purchase of shares (Jun 2015 -       133,333    171,674         50         87
37.69p) 2014: (Apr 14 - 50.65p)                                              
                                                                             
Purchase of shares (Oct 2015 -       166,864          -         60          -
36.18p)                                                                      
                                                                             
Issued to meet staff bonuses (Dec          -    (1,918)          -        (2)
14 - 39.5p)                                                                  
                                                                             
Shares held in Treasury at 31        734,816  1,032,991        482        883
December                                                                     

Share Option Schemes

Employees' share option scheme (Approved scheme)

At 31 December 2015 there were no options to subscribe for ordinary shares
outstanding, issued under the terms of the Employees' Share Option Scheme.

This share option scheme was approved by members in 1986, and has been approved
by Her Majesty's Revenue and Customs (HMRC).

There are no performance criteria for the exercise of options under the
Approved scheme, as this was set up before such requirements were considered to
be necessary.

A summary of the shares allocated and options issued under the scheme up to 31
December 2015 is as follows:

                                      Changes during the year                
                                                                             
                             At 1                                       At 31
                          January    Options    Options    Options   December
                             2015  Exercised    granted     lapsed       2015
                                                                             
Shares issued to date   2,367,604          -          -          -  2,367,604
                                                                             
Shares allocated over   1,549,955          -          -          -  1,549,955
which options have not                                                       
been granted                                                                 
                                                                             
Total shares allocated  3,917,559          -          -          -  3,917,559
for issue to employees                                                       
under the scheme                                                             

Non-approved Executive Share Option Scheme (Unapproved scheme)

A share option scheme known as the "Non-approved Executive Share Option Scheme"
which does not have HMRC approval was set up during 2000. At 31 December 2015
there were no options to subscribe for ordinary shares outstanding.

The exercise of options under the Unapproved scheme is subject to the
satisfaction of objective performance conditions specified by the remuneration
committee which confirms to institutional shareholder guidelines and best
practice provisions.

A summary of the shares allocated and options issued under the scheme up to 31
December 2015 is as follows:

                                Changes during the year                    
                                                                           
                     At 1                                             At 31
                  January      Options     Options     Options     December
                     2015    Exercised     granted      lapsed         2015
                                                                           
Shares            450,000            -           -           -      450,000
issued to                                                                  
date                                                                       
                                                                           
Shares            550,000            -           -           -      550,000
allocated                                                                  
over which                                                                 
options have                                                               
not yet been                                                               
granted                                                                    
                                                                           
Total shares    1,000,000            -           -           -    1,000,000
allocated                                                                  
for issue to                                                               
employees                                                                  
under the                                                                  
scheme                                                                     

The Bisichi Mining PLC Unapproved Option Schemes

Details of the share option schemes in Bisichi are as follows:

                                                       Number of             
                                          Number of        share    Number of
                         Period within       shares      options       shares
           Subscription  which options    for which      issued/    for which
Year of       price per    exercisable      options   exercised/      options
grant             share                 outstanding  (cancelled)  outstanding
                                                 at  during year           at
                                        31 December               31 December
                                               2014                      2015
                                                                             
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      193,000    (193,000)            -
                                  2022                                       
                                                                             
2015              87.0p Sep 2015 - Sep            -      300,000      300,000
                                  2025                                       

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 confirm 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 or service conditions attached to the
other schemes.

The 2015 options were valued at £118,000 at date of grant using the
Black-Scholes-Merton model with the following assumptions:

Expected volatility   36.30%
Expected life                           4 years
Risk free rate                          0.994%
Expected dividends 4.47%

Expected volatility was determined by reference to the historical volatility of
the share price over a period commensurate with the option's expected life. The
expected life used in the model is used on the risk-average balance likely to
be required by the option holders.

                                                   2015                  2014
                                               Weighted              Weighted
                                        2015    average       2014    average
                                      Number   exercise     Number   exercise
                                                  price                 price
                                                                             
Outstanding at 1 January             598,000     167.1p    718,000     157.7p
                                                                             
Granted during year                  300,000      87.0p          -          -
                                                                             
Cancelled during the year          (193,000)      34.0p   (80,000)   (149.0p)
                                                                             
Exercised during the year                  -       0.0p   (40,000)    (34.0p)
                                                                             
Outstanding at 31 December           705,000     133.1p    598,000     167.1p
                                                                             
Exercisable at 31 December           705,000     133.1p    598,000     167.1p

27.     Non-controlling interest ("NCI")

                                                              2015       2014
                                                             £'000      £'000
                                                                             
As at 1 January                                             10,826     10,001
                                                                             
Share of (loss)/profit for the year                          (147)        745
                                                                             
Share of gain on available for sale investments               (94)         24
                                                                             
Dividends received                                           (250)      (292)
                                                                             
Shares issued                                                   18        313
                                                                             
Shares cancelled                                              (64)          -
                                                                             
Exchange movement                                            (718)       (76)
                                                                             
Other changes in equity                                          3        111
                                                                             
As at 31 December                                            9,574     10,826

The following subsidiaries had material NCI:

Bisichi Mining PLC
Black Wattle Colliery (Pty) Ltd

Summarised financial information for these subsidiaries is set out below. The
information is before inter-company eliminations with other companies in the
Group.

BISICHI MINING PLC                                            2015       2014
                                                             £'000      £'000
                                                                             
Revenue                                                     25,655     26,500
                                                                             
Profit for the year attributable to owners of the            (259)        458
parent                                                                       
                                                                             
Profit for the year attributable to NCI                          4        745
                                                                             
Profit for the year                                          (255)      1,203
                                                                             
Other comprehensive income attributable to owners of       (1,241)       (67)
the parent                                                                   
                                                                             
Other comprehensive income attributable to NCI                (87)       (13)
                                                                             
Other comprehensive income for the year                    (1,328)       (80)
                                                                             
Balance sheet                                                                
                                                                             
Non-current assets                                          20,480     21,924
                                                                             
Current assets                                              10,635     12,289
                                                                             
Total assets                                                31,115     34,213
                                                                             
Current liabilities                                        (6,501)    (7,148)
                                                                             
Non-current liabilities                                    (8,983)    (9,346)
                                                                             
Total liabilities                                         (15,484)   (16,494)
                                                                             
Net current assets at 31 December                           15,631     17,719
                                                                             
Cash flows                                                                   
                                                                             
From operating activities                                    1,979      3,406
                                                                             
From investing activities                                  (2,773)    (1,903)
                                                                             
From financing activities                                    (947)        488
                                                                             
Net cash flows                                             (1,741)      1,991

The non-controlling interest comprises of a 37.5% shareholding in Black Wattle
Colliery (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.

Black Wattle Colliery (Pty) Limited ("Black Wattle")           2015      2014
                                                              £'000     £'000
                                                                             
Revenue                                                      24,608    25,536
                                                                             
Expenses                                                   (24,582)  (24,866)
                                                                             
Profit for the year                                              26       670
                                                                             
Total comprehensive income for the year                          26       670
                                                                             
Balance sheet                                                                
                                                                             
Non-current assets                                            5,355     6,030
                                                                             
Current assets                                                5,932     8,054
                                                                             
Current liabilities                                         (7,156)   (9,125)
                                                                             
Non-current liabilities                                     (1,988)   (2,260)
                                                                             
Net assets at 31 December                                     2,143     2,699

The non-controlling interest relates to the disposal of a 37.5% shareholding in
Black Wattle 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 ZAR1 (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.

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 ZAR832,075,000.

A non-controlling interest of 15% in Black Wattle 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 ZAR832,075,000.

28.     Related party transactions

                                        Cost               Amounts   Advanced
                                   recharged                  owed         to
                                     to (by)               by (to)       (by)
                                     related               related    related
                                       party                 party      party
                                       £'000                 £'000      £'000
                                                                             
Related party:                                                               
                                                                             
Langney Shopping Centre Unit                                                 
Trust                                                                        
                                                                             
                Current account           99        (i)         12          -
                                

- More to follow, for following part double click  ID:nPRrS055Eg

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