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Final Results

30 Nov 2017 07:00

RNS Number : 9163X
Tharisa PLC
30 November 2017
 

THARISA PLC

Incorporated in the Republic of Cyprus with limited liability

Registration number: HE223412

JSE share code: THA

LSE share code: THS

ISIN: CY0103562118

THARISA 2017

 

CONSOLIDATED ANNUAL RESULTS

 

HIGHLIGHTS

 

ROM MINED UP 3.9% 5.0 Mt

(2016: 4.8 Mt)

 

PGM PRODUCTION

UP 8.3% (5PGE + Au) 143.6 koz

(2016: 132.6 koz)

 

CHROME CONCENTRATE PRODUCTION

UP 7.0% 1.3 Mt

(2016: 1.2 Mt)

 

REVENUE

UP 59.1% US$349.4m

(2016: US$219.6m)

 

OPERATING PROFIT

UP 198.4% US$95.9m

(2016: US$32.1m)

 

EBITDA

UP 168.7% US$115.6m

(2016: US$43.0m)

 

PROFIT BEFORE TAX

UP 314.2% US$91.0m

(2016: US$22.0m)

 

HEADLINE EARNINGS PER SHARE

UP 266.7% US$ 22 cents

(2016: US$ 6 cents)

 

PROPOSED DIVIDEND OF

US$ 5 CENT PER SHARE

(2016: US$ 1 cents)

 

LEADERSHIP REVIEW

 

financial year ended 30 September 2017

 

Executive Chairman Loucas Pouroulis, Chief Executive Officer Phoevos Pouroulis and Chief Finance Officer

Michael Jones.

 

Dear Stakeholder

 

In compiling this report we have been guided by materiality so that we report concisely on those issues most

material to our stakeholders and our ongoing ability to create value. More detailed information is available on

our website, www.tharisa.com.

 

FY2017 was a year of record production and profitability notwithstanding the muted PGM basket price and

volatility of spot chrome concentrate prices. It was also a year of leveraging the business model with third party

agency and trading activities.

 

Tharisa Minerals Proprietary Limited ("Tharisa Minerals") mined 5.0 Mt of ore during the year, exceeding the

required mining call rate for the nameplate capacity of our processing plants. This resulted in PGM production

of 143.6 koz of contained PGMs and production of 1.3 Mt of chrome concentrates. Of the chrome concentrates,

323.1 kt comprised high value specialty grade products.

 

PGM prices remained muted during the year showing a marginal increase of US$50 per PGM basket ounce

despite the rally in the palladium price, which has recently surpassed and maintained levels above the prevailing

platinum price. Tharisa witnessed history in the first half of FY2017 with record prices for metallurgical chrome

concentrates being achieved at approximately US$390/t. There was however limited liquidity and an

underestimated global supply side response which displaced a large portion of South Africa's market share. Prices

subsequently declined to levels as low as US$130/t mainly on the back of accumulated inventory levels. Post the

half-year Tharisa saw a recovery in the spot metallurgical grade chrome prices delivered to China due to

increased demand for stainless steel and excess inventories being absorbed in the normal course. The average

metallurgical chrome contract price achieved was US$200/t CIF China for FY2017.

 

Operating profit for the year amounted to US$95.9 million (2016: US$32.1 million), with a net profit after tax of

US$67.7 million (US$15.8 million) generating HEPS of US$ 22 cents (US$ 6 cents).

 

In the year under review, Tharisa initiated the transition to owner mining. Towards the latter part of the year,

the business was further expanded to include third party plant operation and sales thereby improving profitably

through further economies of scale.

 

It is the Group's policy to pay a minimum of 10% of its consolidated net profit after tax as a dividend, and the

directors are pleased to announce that based on the improved earnings, subject to the necessary shareholder

approvals, the Board has proposed a dividend to shareholders of US$ 5 cents per share (2016: capital distribution

of US$ 1 cent) equating to 19.2% of its consolidated net profit after tax.

 

Furthermore, Tharisa is pleased to notify its shareholders that the dividend policy for FY2018 will be changed to

provide for a payout of at least 15% of consolidated net profit after tax, an increase from the previous stated

dividend policy of at least 10% of consolidated net profit after tax. The Company also intends to introduce the

payment of an interim dividend.

 

The Company's dividend policy takes into consideration various factors, including overall market and economic

conditions, the Group's financial position, capital investment plans as well as earnings growth.

 

SAFETY

 

Safety remains a priority at Tharisa which achieved a fatality free year and, at 30 September 2017, our LTIFR per

200 000 hours worked at the mine was 0.07.

 

Tharisa is pleased to advise that no safety related stoppages were incurred in the year highlighting our emphasis

on safety as well as our improved relationship with the DMR inspectorate.

 

The Group continues to strive for a zero harm work environment and in line with the DMR's drive to minimise all

injuries within the South African mining industry, the Group remains committed to ensuring a safer workplace.

To that end it is pleasing to report that Tharisa Minerals was awarded three safety awards in 2017. These include

the Best Safety Performance and Best Improved Performance awards at Mine Safe 2017, and an award from the

Mine Health and Safety Council's for 2 000 fatality free production shifts.

 

OPERATIONAL OVERVIEW

 

A number of milestones were achieved during the financial year including:

 

- 5.0 Mt reef mined, an increase of 3.9%

- 4.9 Mt milled, an increase of 5.6%

- 143.6 koz 5PGE+Au contained PGM production, up by 8.3%

- 79.7% overall PGM recovery, an increase of 14.0%

- 1.3 Mt production of chrome concentrates, up by 7.0%

- 64.1% chrome recovery, an increase of 2.2%

- 323.1 kt specialty grade chrome production, an increase of 19.9%

 

MINING

 

Reef mined exceeded the volumes required to meet production targets in FY2017. Mining focused on extracting

the optimal reef horizon mix for feed into the plants with particular attention on the feed grades. In addition,

overburden exposed by the planned pit extension following the road diversion was mined. It is planned that the

stripping ratio will normalise to above the LOM stripping ratio of 9.6 m 3:m3 in FY2018 from the 7.5 m3:m3

achieved in the current year.

 

A total of 5.0 Mt of reef was mined ensuring a constant feed of material into the plants while increasing the run

of mine (ROM) ore stockpile ahead of the plants to 307.7 kt thereby further derisking the operations. The

intention is to increase the ROM ore stockpile to at least one month of plant throughput (400 kt). During the

financial year Tharisa Minerals acquired a drilling sub-contractor's business to start in sourcing the drilling

operations and, as an owner operator, focus on improving ROM grades and fragmentation.

 

Subsequent to the financial year end, Tharisa Minerals acquired the mining fleet from its mining contractor and

successfully transitioned from a contractor mining model to an owner mining model.

 

PROCESSING

 

Plant throughput at 4.9 Mt, exceeded nameplate capacity for the first time and is attributable to consistent feed

and preventative maintenance resulting in improved plant availability and utilisation. A high energy PGM

flotation circuit was integrated into the Genesis Plant to further increase recoveries. The circuit was

commissioned in August 2017 and followed the successful integration of a high energy PGM flotation circuit at

the Voyager Plant.

 

With a PGM rougher feed grade of 1.56 g/t and recoveries improving to 79.7% (target of 80%), PGM production

(5E + Au) at 143.6 koz improved 8.3%. Chrome feed grade was 17.8% and with chrome recoveries improving to

64.1% (target 65%), chrome concentrate production increased by 7.0% to 1.3 Mt. The production of specialty

grade chrome concentrates of 323.1 kt increased 19.9% and constitutes approximately 24.3% of total chrome

concentrate production. Specialty grade chrome concentrates continue to command on average a US$50/t

premium on a CIF China equivalent basis over standard metallurgical grade chrome concentrates.

 

Arxo Metals Proprietary Limited ("Arxo Metals") entered into an operating, sales and marketing agreement with

Western Platinum Limited, a subsidiary of Lonmin plc ("Lonmin"), to operate their K3 UG2 chrome concentrator

plant. The handover date was 28 August 2017 and during the short time under the Group's control 20 kt of

chrome concentrate was produced.

 

Commodity markets and sales

30 September

30 September

2017

2016

Change %

PGM basket price

US$/oz

786

736

6.8

PGM basket price

ZAR/oz

10 492

10 881

(3.6)

42% metallurgical grade chrome concentrate

contract price

US$/tonne

200

120

66.7

42% metallurgical grade chrome concentrate

contract price

ZAR/tonne

2 667

1 751

52.3

Exchange rate (average)

ZAR:US$

13.4

14.8

9.5

 

Tharisa Minerals continues to supply the majority of its PGM concentrate to Impala Platinum in terms of its off-

take agreement with the balance of the PGM concentrates to be processed in the 1MW research and

development furnace that was recently commissioned by Arxo Metals and then sold to Lonmin.

 

A total of 143.5 koz of contained PGMs (on a 5PGE + Au basis) was sold during the year. This is an increase of

8.3% over the previous year's sales of 132.9 koz of contained PGMs (on a 5PGE + Au basis).

 

The PGM prill split by mass is as follows:

30

30

September

September

2017

2016

Platinum

55.2%

55.9%

Palladium

16.1%

16.1%

Rhodium

9.5%

9.4%

Gold

0.2%

0.2%

Ruthenium

14.3%

13.9%

Iridium

4.7%

4.5%

 

Tharisa Minerals is paid a variable percentage of the market value of the contained PGMs in terms of an agreed

formula. The PGM basket price improved with the average PGM basket price per ounce increasing by 6.8% to

US$786/oz (2016: US$736/oz) for the financial year.

 

Chrome concentrate sales totalled 1.3 Mt, 321.5 kt of which was higher value-add specialty chemical and foundry

grade chrome concentrates with the bulk of the sales being metallurgical grade chrome concentrate. The average

price for metallurgical grade chrome concentrate on a CIF main ports China basis increased to US$200/t.

 

Chemical and foundry grade chrome concentrates produced by Tharisa Minerals and Arxo Metals are sold to

Rand York Minerals in terms of an off-take agreement which provides for a joint marketing arrangement of

the product.

 

LOGISTICS

 

30

30

Change

September

September

%

2017

2016

 Average transport cost per tonne of

US$/tonne

52

42

23.8

 chrome concentrate - CIF China basis

 Chrome concentrates shipped

kt

995.8

923.1

7.9

 

The chrome concentrates destined for main ports China were shipped either in bulk from the Richards Bay Dry

Bulk Terminal or via containers and transported from Johannesburg by road to Durban from where it was

shipped. The economies of scale and in-house expertise have ensured that our transport costs, a major cost of

the group, remain competitive.

 

Arxo Logistics has sufficient storage capacity at both the Richards Bay Dry Bulk Terminal and the Durban container

port to manage Tharisa Minerals' full production capacity.

 

A total of 995.8 kt (2016: 923.1 kt) of chrome concentrates was shipped by Arxo Logistics in FY2017 mostly to

main ports in China. Of this, 98% was shipped in bulk, with bulk shipments being preferred by customers due to

ease of handling and reduced port charges, as well as reduced levels of administration.

 

Arxo Logistics provided third-party logistics services during the period under review and is planning to expand

this service offering in the year ahead.

 

Negotiations regarding a planned public-private partnership for an on-site railway siding at the Tharisa Mine are

continuing and final commercial terms are still to be agreed. This will not only improve efficiencies and costs, but

will also improve safety and alleviate environmental impacts by reducing road freight haulage.

 

LABOUR RELATIONS

 

Labour relations at the Tharisa Mine remained stable during the year. Tharisa's employees have traditionally

been represented by the NUM with 56% of the employees in the bargaining unit represented by them. Post the

year end, approximately 900 employees were transferred from the mine's former contractor, bringing Tharisa

Minerals' total staff complement to approximately 1 700.

 

SUSTAINABILITY

 

Sustainability is at the heart of the business model. The Company is proud of its track record in minimising the

environmental impact and, while striving to improve further, takes pride in the mature and mutually beneficial

relationships with the communities that border the Tharisa Mine.

 

The Tharisa Mine not only understands its obligations to create social capital as enshrined in the MPRDA, but

strives to achieve these obligations in ways that create ongoing sustainable social capital. Its commitment to the

neighbouring communities is evidenced in all aspects of the business, not only from the corporate social

initiatives and local economic development plans but also underpinned by equity ownership by the community

in Tharisa Minerals.

 

Tharisa has policies in place to ensure that neither it nor its suppliers participate in any form of human rights

violation, including human trafficking and modern slavery.

 

Tharisa acts ethically and with integrity in all business dealings and is committed to ensuring systems and controls

are in place to safeguard against corruption.

 

Sustainability aspects

Tharisa's sustainability framework

Environment

- EIAs, EMP and compliance reports

- Environmental measures

Employees

- Gender equality (women represent 18%

of workforce)

- Health and safety policies and training

- Trade union recognition

Social

- Community ownership in mine

- Community forums

- CSI

Human rights

- Policy on the human rights trafficking

and modern slavery

- Monitoring of suppliers

Anticorruption

- Policy on bribery and corruption

- Ethics hotline

 

FINANCIAL OVERVIEW

 

The financial results of the Group were characterised by two key financial trends, the first being the volatility in

the metallurgical grade chrome concentrate market with an average price per tonne of US$200 being achieved

(on a CIF main ports China basis) being a 66.7% increase compared to the prior period and secondly the

strengthening of the ZAR by 9.5% impacting on the cost base of the Group which, other than for freight costs, is

largely ZAR denominated.

 

Group revenue totalled US$349.4 million (2016: US$219.6 million), an increase of 59.1% relative to the prior

year. The increase in revenue is mainly attributable to the chrome segment with the metallurgical grade chrome

concentrate price increasing by 66.7% from an average of US$120/t to US$200/t, with the speciality grade

chrome concentrates continuing to trade at a premium of at least US$50/t on a CIF China equivalent basis.

 

On a segmental basis the increase in revenue is as a result of:

 

- An increase in the unit sales of PGMs by 7.4% from 132.9 koz to 143.5 koz with an increase in the PGM

basket price by 6.8% from US$736/oz to US$786/oz

- an increase in the unit sales of metallurgical grade chrome concentrates by 7.9% from 923.1 kt to 995.8 kt

with an increase in the metallurgical grade chrome concentrate price of 66.7%

- an increase in the unit sales of speciality grade chrome concentrates (24.3% of production) by 17.9% from

272.7 kt to 321.5 kt

- the introduction of third party trading and logistics businesses building on the existing platforms which

contributed US$5.7 million to revenue

Gross profit amounted to US$122.7 million (2016: US$54.5 million) with a gross profit margin of 35.1% (2016: 24.8%).

 

The segmental contribution to revenue and gross profit from the respective segments is summarised below:

 

30 September 2017

30 September 2016

US$ million

PGM

Chrome

Agency

Total

PGM

Chrome

Total

and

trading

Revenue

90.9

252.9

5.6

349.4

81.5

138.1

219.6

Cost of sales

54.7

166.7

5.3

226.7

57.3

107.8

165.1

Cost of sales

excluding selling

costs

54.3

107.6

4.2

166.1

57.1

64.7

121.8

Selling costs

0.4

59.1

1.1

60.6

0.2

43.1

43.3

Gross profit

contribution

36.2

86.2

0.3

122.7

24.2

30.3

54.5

Gross profit margin

39.8%

34.1%

5.4%

35.1%

29.7%

21.9%

24.8%

Sales volumes

143.5 koz

1 317.3 kt

132.9 koz

1 196.2 kt

 

Shared costs of production are based on revenue contribution on an FCA basis, allocated 35% to the PGM

segment and 65% to the chrome segment. The comparable period allocation was on an equal basis.

 

The PGM segment gross margin of 39.8% (2016: 29.7%) was higher than the previous year, mainly due to the

revised basis of allocating shared costs. The gross margin also improved with a reduction in the overall unit cost

of sales with increased units sold following improved recoveries being achieved.

 

The chrome segment gross margin of 34.1% (2016: 21.9%) was higher than the year before largely due to the

increased chrome concentrate price notwithstanding the increased cost of sales based on the increased

allocation of the shared production costs. Freight costs for bulk shipments of chrome concentrates, a significant

component of the cost of chrome sales, increased by 40.0% from US$10/t to US$14/t, coupled with a 9.5%

strengthening of the ZAR against the US$, resulted in the average transport cost per chrome tonne increasing

from US$42 to US$52.

 

On a unit cost basis, the mining cost per reef tonne mined increased by 11.9% from US$16.8/t to US$18.8/t. This

cost per reef tonne was incurred on a stripping ratio of 7.5 (m³ waste : m³ reef). On a per cube mined basis i.e.

including both waste and reef, the cost increased by 16.5% from US$6.72/m³ to US$7.83/m³ (the prior year

stripping ratio was 7.3).

 

An above inflation increase was agreed with MCC Contracts Proprietary Limited ("MCC") for the mining

contractor work due to historical under recoveries based on the mine plan. In addition, there was an appreciation

in the ZAR of approximately 9.5%. During the transition to the owner mining model, additional costs were also

incurred in anticipation of the transition such as employment of additional technical management and sourcing

of supplementary mining equipment.

 

The consolidated cash cost per tonne milled (i.e. including mining but excluding transport and freight) increased

by 9.4% from US$31.9/t to US$34.9/t.

 

After accounting for administrative expenses of US$26.9 million (an increase of 18.1% over the comparable

period), the Group achieved an operating profit of US$95.9 million.

 

EBITDA amounted to US$115.6 million (2016: US$43.0 million).

 

Finance costs (totalling US$7.7 million) principally relate to the balance owing on the senior debt facility due by

Tharisa Minerals for the construction of the Voyager Plant and the trade finance facilities of Arxo Resources on

 

the discounting of the letters of credit on chrome concentrate contracted sales as well as the limited recourse

discounting of the PGM receivables.

 

With the strong performance in the commodity markets during the financial year, the Group recorded a

substantial improvement in profitability, generating a profit before tax of US$91.0 million compared to the

comparable period of US$22.0 million.

 

The tax charge amounted to US$23.3 million, an effective charge of 25.6%.

 

Foreign currency translation differences for foreign operations, arising where the Company has funded the

underlying subsidiaries with US$ denominated funding and the reporting currency of the underlying subsidiary

is not in US$ was nominal, against the prior year's gain of US$4.2 million.

 

Basic and diluted profit per share for the year amounted to US$ 22 cents (2016: US$ 5 cents) with headline

earnings per share of US$ 22 cents (2016: US$ 6 cents).

 

As approved by shareholders at the annual general meeting and following the obtaining of the requisite court

approvals, the Company reduced its share premium account in the amount of US$179.2 million and applied the

reduction in the first instance to the revenue reserves of the Company and in the second instance by returning

to shareholders, in cash, an amount of US$2.6 million (US$ 1 cent per share).

 

The total debt amounted to US$54.2 million, resulting in a debt to total equity ratio of 19.9%. Offsetting the debt

service reserve account amount of US$4.5 million, resulted in a debt to equity ratio of 18.2%. The long-term

targeted debt to equity ratio is 15%. Tharisa had cash and cash equivalent of US$49.7 million at year end resulting

in a nominal net debt to total equity ratio.

 

With effect from 1 October 2017, Tharisa Minerals purchased certain mining equipment from MCC Contracts

and purchased additional mining equipment to supplement the fleet. The cash consideration paid for this fleet

amounted to ZAR279 million (US$20.6 million) and was debt funded through a bridge loan facility, original

equipment manufacturer finance and asset backed finance. If the purchases had taken place on 30 September

2017, the pro forma total debt, offsetting the debt service reserve account, would have amounted to

US$70.2 million with a pro forma debt to total equity ratio of 25.8%.

 

The current capex spend focused on stay in business capex, mining fleet additions during the transition phase

and ongoing projects aimed at improving recoveries of both PGMs and chrome concentrates. Additions to

property, plant and equipment for the year amounted to US$26.4 million of which US$7.1 million related to

additions to the mining fleet. The depreciation charge amounted to US$16.9 million (2016: US$10.3 million).

 

The Group generated net cash from operations of US$73.2 million (2016: US$22.2 million). Cash on hand

amounted to US$49.7 million. In addition, the Group held US$4.5 million in a debt service reserve account.

 

OUTLOOK

 

The PGM basket price in US$ has improved on the back of the rally in spot palladium and rhodium prices and

with the recovery in chrome concentrate prices, underpinned by demand, the Group's margins remain robust.

The free cash flow for FY2018 and EBITDA margins should grow considerably supported by solid operational

performance and a more favourable commodity outlook.

 

The transition to owner mining has progressed well and the benefits of closer management of the in-pit grades

and improved blending ahead of the plants are being realised.

 

The maturation of the business beyond the development stage has positioned the group for its next phase of

growth. Not only is the focus on continuous improvements in feed grade and recoveries, but on expanding the

business through the operation of third party plants and the marketing of these commodities.

 

The production outlook for FY2018 is 150 koz of PGMs and 1.4 Mt of chrome concentrates, of which 350 kt will

be specialty grade chrome concentrates. Our vision for 2020 is to produce 200 koz of PGMs and 2 Mt of chrome.

 

The management team is positive about the prospects for the year ahead and believes that with the direct

control of our mining operations and a strong focus on ROM quality further economies of scale will be

demonstrated through reduced unit costs and increasing operating margins and profitability.

 

The achievement of our stated objectives has had a material boost in the morale within the Group and it is this

commitment and dedication to achieving these goals that has made the difference in FY2017. We will continue

to leverage off of this momentum and look to continue implementing our strategy as we move towards achieving

our vision for 2020.

 

We thank our Board, management, employees, customers, suppliers and partners who have assisted the

Company during this profitable year.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30 September 2016

 

Preparation and approval of condensed consolidated financial statements

 

The condensed consolidated financial statements for the year ended 30 September 2017 have been

extracted from the audited financial statements of the Group, but have not been audited. The

auditor's report on the audited financial statements does not report on all of the information

contained herein. Shareholders are therefore advised that in order to obtain a full understanding of

the financial position and results of the Group, these condensed consolidated financial statements

should be read together with the full audited financial statements and full audit report.

 

These condensed consolidated financial statements and the audited financial statements, together

with the audit report, are available on the Company's website, www.tharisa.com and are available

for inspection at the registered address of the Company.

 

The directors take full responsibility for the preparation of this report and the correct extraction of

the financial information from the underlying financial statements.

 

The directors of the Company are responsible for the maintenance of adequate accounting records

and the preparation of the financial statements and related information in a manner that fairly

presents the state of the affairs of the Company. These financial statements are prepared in

accordance with International Financial Reporting Standards and incorporate full and responsible

disclosure in line with the accounting policies of the Group which are supported by prudent

judgements and estimates.

 

The directors are also responsible for the maintenance of effective systems of internal control which

are based on established organisational structure and procedures. These systems are designed to

provide reasonable assurance as to the reliability of the financial statements, and to prevent and

detect material misstatement and loss.

 

The consolidated financial statements have been reported on without qualification by KPMG Limited.

 

The preparation of these condensed results was supervised by the Chief Finance Officer,

Michael Jones, a Chartered Accountant (SA).

 

The condensed consolidated financial statements have been prepared on a going concern basis as

the directors believe that the Company and Group will continue to be in operation in the foreseeable future.

 

The consolidated Annual Financial Statements have been approved by the Board on 28 November 2017.

 

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME

for the year ended 30 September 2017

 

2017

2016

Notes

US$'000

US$'000

Revenue

4

349 443

219 653

Cost of sales

(165 177)

5

 

(226 789)

 

Gross profit

122 654

54 476

Other income

160

438

Administrative expenses

6

(26 903)

(22 775)

Results from operating activities

95 911

32 139

Finance income

3 580

770

Finance costs

(7 689)

(11 815)

Changes in fair value of financial assets at fair value through profit or loss

(813)

503

Changes in fair value of financial liabilities at fair value through profit

or loss

-

368

Net finance costs

(4 922)

(10 174)

Profit before tax

90 989

21 965

Tax

7

(23 316)

(6 172)

Profit for the year

67 673

15 793

Other comprehensive income

Items that may be classified subsequently to profit or loss:

Foreign currency translation differences for foreign operations, net of tax

(387)

4 212

 

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME

for the year ended 30 September 2017

 

Other comprehensive income, net of tax

(387)

4 212

Total comprehensive income for the year

67 286

20 005

Profit for the year attributable to:

 Owners of the company

57 601

13 809

 Non-controlling interest

10 072

1 984

67 673

15 793

Total comprehensive income for the year attributable to:

 Owners of the company

57 451

17 103

 Non-controlling interest

9 835

2 902

67 286

20 005

Earnings per share

Basic and diluted earnings per share (US$ cents)

8

22

5

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 September 2017

 

2017

2016

Notes

US$'000

US$'000

Assets

Non-current assets

Property, plant and equipment

9

232 559

220 534

Goodwill

838

883

Long term deposits

10

4 505

9 846

Other financial assets

3 767

2 585

Deferred tax assets

11

1 952

1 397

Total non-current assets

243 621

235 245

Current assets

Inventories

12

20 802

15 767

Trade and other receivables

13

70 374

51 184

Other financial assets

49

1 176

Current taxation

132

134

Cash and cash equivalents

14

49 742

15 826

Total current assets

141 099

84 087

Total assets

384 720

319 332

Equity and liabilities

Share capital

15

260

257

Share premium

15

280 082

456 181

Other reserve

47 245

47 245

Foreign currency translation reserve

(73 561)

(73 411)

Retained earnings

42 877

(193 521)

Equity attributable to owners of the Company

296 903

236 751

Non-controlling interests

(25 057)

(34 892)

Total equity

271 846

201 859

Non-current liabilities

Provisions

6 923

4 607

Borrowings

16

4 375

24 008

Deferred tax liabilities

23 823

5 275

Total non-current liabilities

35 121

33 890

Current liabilities

Borrowings

16

45 026

38 408

Other financial liabilities

599

-

Current taxation

212

54

Trade and other payables

31 916

45 121

Total current liabilities

77 753

83 583

Total liabilities

112 874

117 473

Total equity and liabilities

384 720

319 332

 

The consolidated financial statements were authorised for issue by the Board of Directors on 28 November 2017.

 

Phoevos Pouroulis

Michael Jones

Director

Director

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 30 September 2017

 

Attributable to owners of the Company

Foreign

currency

Non-

Share

Share

Other

translation

Retained

controlling

Total

capital

premium

reserve

reserve

earnings

Total

interest

equity

US$'000

Note

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Balance at 30 September 2015

256

452 512

47 245

(76 705)

(206 566)

216 742

(37 794)

178 948

Total comprehensive income for the year

Profit for the year

-

-

-

-

13 809

13 809

1 984

15 793

Other comprehensive income:

Foreign currency translation differences

-

-

-

3 294

-

3 294

918

4 212

Total comprehensive income for the year

-

-

-

3 294

13 809

17 103

2 902

20 005

Transactions with owners of the Company

Contributions by and distributions to owners

Equity-settled share based payments

-

-

-

-

(1 045)

(1 045)

-

(1 045)

Issue of ordinary shares

15

1

3 669

-

-

281

3 951

-

3 951

Contributions by owners of the Company

1

3 669

-

-

(764)

2 906

-

2 906

Total transactions with owners of the Company

1

3 669

-

-

(764)

2 906

-

2 906

Balance at 30 September 2016

257

456 181

47 245

(73 411)

(193 521)

236 751

(34 892)

201 859

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 30 September 2017

Attributable to owners of the Company

Foreign

currency

Non-

Share

Share

Other

translation

Retained

controlling

Total

capital

premium

reserve

reserve

earnings

Total

interest

equity

Notes

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Balance at 30 September 2016

257

456 181

47 245

(73 411)

(193 521)

236 751

(34 892)

201 859

Total comprehensive income for the year

Profit for the year

-

-

-

-

57 601

57 601

10 072

67 673

Other comprehensive income:

Foreign currency translation differences

-

-

-

(150)

-

(150)

(237)

(387)

Total comprehensive income for the year

-

-

-

(150)

57 601

57 451

9 835

67 286

Transactions with owners of the Company

Contributions by and distributions to owners

Capital reduction

15

-

(179 175)

-

-

179 175

-

-

-

Capital distribution

15

-

-

-

-

(2 570)

(2 570)

-

(2 570)

Equity-settled share based payments

-

-

-

-

2 192

2 192

-

2 192

Issue of ordinary shares

15

3

3 076

-

-

-

3 079

-

3 079

Contributions by owners of the Company

3

(176 099)

-

-

178 797

2 701

-

2 701

Total transactions with owners of the Company

3

176 099)

-

-

178 797

2 701

-

2 701

Balance at 30 September 2017

260

280 082

47 245

(73 561)

42 877

296 903

(25 057)

271 846

 

Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law,

during the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount

as dividend. Special contribution for defence at 17% will be payable on such deemed dividend to the extent that the ultimate shareholders

at the end date of the period of two years from the end of the year of assessment to which the profits refer are both Cypriot tax residents

and Cypriot domiciled entities. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits

of the relevant year at any time. This special contribution for defence is paid by the company for the account of the shareholders.

These provisions do not apply for ultimate beneficial owners that are non-Cypriot tax resident individuals. Retained earnings is the

only reserve that is available for distribution.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 30 September 2017

 

2017

2016

Notes

US$'000

US$'000

Cash flows from operating activities

Profit for the year

67 673

15 793

Adjustments for:

Depreciation of property, plant and equipment

9

16 929

10 167

Loss on disposal of property, plant and equipment

6

196

584

Impairment losses on goodwill

57

51

Impairment losses on inventory

12

24

15

Impairment losses on other financial assets

-

12

Changes in fair value of financial assets at fair value through profit or loss

813

(503)

Changes in fair value of financial liabilities at fair value through profit

or loss

-

(368)

Interest income

(1 122)

(770)

Interest expense

7 689

10 287

Tax

7

23 316

6 172

Equity-settled share based payments

4 342

2 542

119 917

43 982

Changes in:

Inventories

(5 063)

(4 634)

Trade and other receivables

(21 839)

(12 657)

Trade and other payables

(15 068)

(4 100)

Provisions

1 792

71

Cash from operations

79 739

22 662

Capital reduction

(2 570)

-

Income tax paid

(3 990)

(472)

Net cash flows from operating activities

73 179

22 190

Cash flows from investing activities

Interest received

708

892

Additions to property, plant and equipment

9

(26 398)

(12 307)

Proceeds from disposal of property, plant and equipment

-

124

Additions of other financial assets

(925)

(700)

Net cash flows used in investing activities

(26 615)

(11 991)

Cash flows from financing activities

Refund of long term deposits

5 726

1 369

Proceeds from bank credit facilities

6 073

1 648

Net proceeds under obligations under new loan

-

2 310

Repayment of secured bank borrowings and loan to third party

(17 917)

(19 166)

Interest paid

(6 371)

(4 371)

Net cash flows used in financing activities

(12 489)

(18 210)

Net increase in cash and cash equivalents

34 075

(8 011)

Cash and cash equivalents at the beginning of the year

15 826

24 265

Effect of exchange rate fluctuations on cash held

(159)

(428)

Cash and cash equivalents at the end of the year

14

49 742

15 826

 

1. REPORTING ENTITY

 

Tharisa plc (the Company) is a company domiciled in Cyprus. These condensed consolidated financial statements

of the Company for the year ended 30 September 2017 comprise the Company and its subsidiaries (together

referred to as the Group). The Group is primarily involved in platinum group metals (PGM) and chrome mining,

processing, trading and the associated logistics. The Company is listed on the main board of the Johannesburg

Stock Exchange and has a secondary standard listing on the main board of the London Stock Exchange.

 

2. BASIS OF PREPARATION

 

Statement of compliance

 

These condensed consolidated financial statements have been prepared in accordance with International

Financial Reporting Standards (IFRS), International Accounting Standards, IAS34 Interim Financial Reporting, the

Listings Requirements of the Johannesburg Stock Exchange and the Cyprus Companies Law, Cap. 113. Selected

explanatory notes are included to explain events and transactions that are significant to an understanding of the

changes in financial position and performance of the Group since the last consolidated financial statements at

and for the year ended 30 September 2016. These condensed consolidated financial statements do not include

all the information required for full consolidated financial statements prepared in accordance with IFRS.

 

These condensed consolidated financial statements were approved by the Board of Directors on 28 November 2017.

 

Use of estimates and judgements

 

Preparing the condensed consolidated financial statements requires management to make judgements,

estimates and assumptions that affect the application of accounting policies and the reported amounts of assets

and liabilities, income and expenses. Actual results may differ from these estimates.

 

In preparing these condensed consolidated financial statements, significant judgements made by management

in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those

applied to the consolidated financial statements at and for the year ended 30 September 2016.

 

Functional and presentation currency

 

The condensed consolidated financial statements are presented in United States Dollars (US$) which is the

Company's functional currency and amounts are rounded to the nearest thousand.

 

Going concern

 

After making enquiries which include reviews of current cash resources, forecasts and budgets, timing of cash

flows, borrowing facilities and sensitivity analyses and considering the associated uncertainties to the Group's

operations, the Directors have a reasonable expectation that the Group has adequate financial resources to

continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going

concern basis in preparing the consolidated financial statements and the condensed consolidated financial

statements, which assumes that the Group will be able to meet its liabilities as they fall due for the

foreseeable future.

 

New and revised International Financial Reporting Standards and Interpretations

 

The Group has not early adopted any standards and interpretations, which are not yet effective for the financial

year ended 30 September 2017.

 

The following Standards and Interpretations have been issued but are not yet effective for annual periods

beginning on or after 1 October 2016. Those that are relevant to the Group are presented below.

 

IFRIC 23 - Uncertainty over Income Tax Treatment

IFRS 15 Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2018)

IFRS 16 Leases (effective for annual periods beginning on or after 1 January 2019)

IFRS 9 Financial Instruments (effective for annual periods beginning on or after 1 January 2018)

 

The Group will adopt these Standards and Interpretations for the financial year ending 30 September 2018.

 

3. SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies applied by the Group in these condensed consolidated financial statement are the

same as those applied by the Group in its audited consolidated financial statements at and for the year

ended 30 September 2017.

 

4. OPERATING SEGMENTS

 

Segmental performance is measured based on segment revenue, cost of sales and gross profit or loss, as

included in the internal management reports that are reviewed by the Group's management.

 

 

 

 

 

 

 

 

 

 

Agency and

PGM

Chrome

trading

Total

US$'000

US$'000

US$'000

US$'000

2017

Revenue

90 924

252 869

5 650

349 443

Cost of sales

 Cost of sales excluding selling costs

(54 336)

(107 634)

(4 241)

(166 211)

 Selling costs

(366)

(59 068)

(1 144)

(60 578)

(54 702)

(166 702)

(5 385)

(226 789)

Gross profit

36 222

86 167

265

122 654

2016

Revenue

81 514

138 139

-

219 65

Cost of sales

 Cost of sales excluding selling costs

(57 135)

(64 710)

-

(121 845)

 Selling costs

(218)

(43 114)

-

(43 332)

(57 353)

(107 824)

-

(165 177)

Gross profit

24 161

30 315

-

54 476

The shared costs relating to the manufacturing of the PGM and the chrome concentrates are allocated to

the relevant operating segments based on the relative sales value per product on an ex-works basis. During

the year ended 30 September 2017, the relative sales value of chrome concentrates increased compared to

the relative sales value of PGM concentrate and consequently the allocation basis of shared costs was

amended to 65.0% (chrome concentrates) and 35.0% (PGM concentrate) respectively. The shared costs were

allocated equally between the PGM and chrome segments in the comparative period.

 

During the year the Group entered into an agreement to operate a chrome plant owned by a third party and

also to market and sell the chrome concentrate produced from this plant. The Group also intends to further

expand its third-party logistics offering and third-party trading operations in the year ahead. These

transactions are reported separately and are included in the Agency and trading segment.

 

Geographical information

 

The following table sets out information about the geographical location of the Group's revenue from

external customers.

 

The geographical location analysis of revenue from external customers is based on the country of

establishment of each customer.

2017

2016

US$'000

US$'000

China

86 035

37 392

South Africa

151 886

110 698

Singapore

13 961

13 670

Hong Kong

94 866

55 045

South Korea

-

1 523

Other countries

2 695

1 325

349 443

219 653

 

5. COST OF SALES

 

2017

2016

US$'000

US$'000

Mining

96 005

77 773

Salaries and wages

12 467

9 248

Utilities

9 495

7 885

Diesel

705

114

Materials and consumables

8 274

7 406

Re-agents

3 653

3 327

Steel balls

6 757

4 864

Overhead

8 055

5 854

State royalties

1 665

832

Depreciation - property, plant and equipment

16 476

9 847

Agency and trading

4 241

-

Change in inventories - finished products and ore stockpile

(1 582)

(5 305)

Total cost of sales excluding selling costs

166 211

121 845

Selling costs

60 578

43 332

Cost of sales

226 789

165 177

 

6. ADMINISTRATIVE EXPENSES

 

2017

2016

US$'000

US$'000

Directors and staff costs

 Non-Executive Directors

536

499

 Employees: salaries

9 213

7 328

bonuses

1 339

649

pension fund and medical aid contributions

1 405

2 249

12 493

10 725

Audit - external audit services

429

384

Consulting

2 773

1 737

Corporate and social investment

73

108

Depreciation

453

320

Discount facility and related fees

516

457

Equity-settled share based payment expense

4 342

2 542

Listing fees

260

942

Health and safety

300

236

Impairment losses

-

63

Insurance

914

781

Legal and professional

873

186

Loss on disposal of property, plant and equipment

196

584

Rent and utilities

660

697

Security

828

930

Telecommunications and IT related

719

645

Training

313

465

Travelling and accommodation

358

285

Sundry

403

688

26 903

22 775

 

7. TAX

 

2017

2016

US$'000

US$'000

Corporate income tax for the year

 Cyprus

1 554

309

 South Africa

2 596

128

4 150

437

Special contribution for defence in Cyprus

4

4

Deferred tax

 Originating and reversal of temporary differences

19 162

5 731

Tax charge

23 316

6 172

 

The Group's consolidated effective tax rate for the year ended 30 September 2017 was 25.6% (2016: 28.1%).

The corporation tax rate is 12.5% in Cyprus, 0% in Guernsey and 28.0% in South Africa.

 

Special contribution for defence is provided in Cyprus on certain interest income at the rate of 30%. 100% of

such interest income is treated as non taxable in the computation of chargeable income for corporation tax purposes.

 

No provision for tax in other jurisdictions was made as these entities either sustained losses for taxation

purposes or did not earn any assessable profits.

 

8. EARNINGS PER SHARE

 

Basic and diluted earnings per share

 

The calculation of basic and diluted earnings per share has been based on the following profit attributable to

the ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding.

 

2017

2016

Profit for the year attributable to ordinary shareholders (US$'000)

57 601

13 809

Weighted average number of ordinary shares at 30 September ('000)

257 393

256 178

Basic and diluted earnings per share (US$ cents)

22

5

 

LTIP and SARS awards were excluded from the diluted weighted average number of ordinary shares

calculation because their effect would have been anti-dilutive. The average market value of the Company's

shares for the purposes of calculating the potential dilutive effect of SARS was based on quoted market prices

for the year during which the options were outstanding.

 

Headline and diluted headline earnings per share

 

The calculation of headline and diluted headline earnings per share has been based on the following headline

earnings attributable to the ordinary shareholders and the weighted average number of ordinary

shares outstanding.

 

2017

2016

Headline earnings for the year attributable to ordinary shareholders

(US$'000)

57 799

14 281

Weighted average number of ordinary shares at 30 September ('000)

257 393

256 178

Headline and diluted headline earnings per share (US$ cents)

22

6

 

Reconciliation of profit to headline earnings

 

2017

2016

Gross

Net

Gross

Net

US$'000

US$'000

US$'000

US$'000

Profit attributable to ordinary shareholders

57 601

13 809

Adjustments:

 Impairment losses on goodwill

57

57

51

51

 Loss on disposal of property, plant and

equipment

196

141

584

421

Headline earnings

57 799

14 281

 

 

 

 

9. PROPERTY, PLANT AND EQUIPMENT

 

30

30

September

September

2017

2016

US$'000

US$'000

Total cost

295 555

266 368

Total accumulated depreciation

(62 996)

(45 834)

Net book value

232 559

220 534

Reconciliation of net book value

Opening net book value

220 534

214 518

Additions

26 398

12 307

Disposals

(196)

(708)

Depreciation

(16 929)

(10 167)

Exchange adjustment on translation

2 752

4 584

Closing net book value

232 559

220 534

 

There were no additions to the deferred stripping asset (2016: US$2.4 million) during the year ended

30 September 2017. The deferred stripping asset is included in mining assets and infrastructure.

 

During the year the Group acquired mining fleet of US$1.2 million (2016: equipment of US$0.6 million) under

a finance lease. The leased equipment secures lease obligations. At 30 September 2017 the carrying amount

of the leased equipment amounted to US$1.1 million.

 

Tharisa Minerals Proprietary Limited acquired the assets of a sub-contractor, BMI Drilling Proprietary Limited,

during the year. The total consideration for the assets was ZAR24.1 million and these are included in additions.

 

Included in mining assets and infrastructure are projects under construction of US$9.0 million (2016: US$13.4 million).

 

The estimated economically recoverable proved and probable mineral reserve was reassessed during the year

which gave rise to a change in accounting estimate. The remaining reserve that management had previously

assessed was 106.4 Mt at 31 December 2015 and at 1 October 2016 was assessed to be 100.3 Mt. As a result,

the expected useful life of the plant decreased. The effect of the change on the actual depreciation expense,

included in cost of sales, is an additional US$0.4 million. The change was recognised prospectively.

 

Freehold land and buildings comprises various portions of the farms Elandsdrift 467 JQ and 342 JQ, North West

Province, South Africa. All land is freehold.

 

Property, plant and equipment, with the exception of motor vehicles, is insured at approximate cost of

replacement. Motor vehicles are insured at market value. Land is not insured.

 

At 30 September 2017, an amount of US$213.5 million (2016: US$200.8 million) of the carrying amount of the

Group's tangible property, plant and equipment is pledged as security against bank and third party borrowings

(note 16).

 

At 30 September 2017, the Group's capital commitments for contracts to purchase property, plant and

equipment amounted to US$6.5 million (2016: US$1.8 million).

 

10. LONG-TERM DEPOSITS

 

2017

2016

US$'000

US$'000

Long-term deposits

4 505

9 846

 

The long-term deposits represent restricted cash which is designated as a "debt service reserve account" as

required by the terms of the Common Terms Agreement for the senior debt facility of Tharisa Minerals

Proprietary Limited as disclosed in note 16.

 

Effective 31 March 2017, the Common Terms Agreement was amended by reducing the amount of restricted

cash required as a debt service reserve account. The released funds were utilised as a mandatory prepayment

on the outstanding capital, reducing the repayment term of the senior debt facility (refer to note 16).

 

The long-term deposits are deposited with major financial institutions of high-quality credit standing

predominantly within South Africa and Hong Kong of which US$2.2 million (2016: US$6.6 million) bears interest

at 5.5% pa (2016: 5.6% pa) and US$2.3 million (2016: US$3.3 million) bears interest at 0.01% pa (2016: 0.01% pa).

 

11. DEFERRED TAX

 

2017

2016

US$'000

US$'000

Deferred tax assets

1 952

1 397

Deferred tax liabilities

(23 823)

(5 275)

Net deferred tax liability

(21 871)

(3 878)

 

Deferred tax assets and deferred tax liabilities are not offset unless the Group has a legally enforceable right

to offset such assets and liabilities.

 

All of the above amounts have used the currently enacted income taxation rates of the respective tax

jurisdictions the Group operates in. South African taxation losses normally expire within 12 months of the

respective entities not trading. The deductible temporary timing differences do not expire under current

taxation legislation. Deferred tax assets have only been recognised in terms of these items when it is probable

that taxable profit will be available in the immediate future against which the respective entities can utilise the

benefits therefrom.

 

The estimates used to assess the recoverability of recognised deferred tax assets include a forecast of the

future taxable income and future cash flow projections based on a three year period. The Group did not have

tax losses and temporary differences for which deferred tax was not recognised.

 

12. INVENTORIES

 

2017

2016

US$'000

US$'000

Finished products

6 620

6 116

Ore stockpile

5 807

4 729

Consumables

8 399

4 937

20 826

15 782

Impairment of consumables

(24)

(15)

Total carrying amount

20 802

15 767

 

Inventories are stated at the lower of cost or net realisable value. The Group impaired certain consumables

and spares as the operational use became doubtful with no anticipated recoverable amount or value in use.

The impaired consumables are allocated 35.0% and 65.0% respectively to the PGM and chrome operating

segments (2016: equally allocated). There were no write-downs to net realisable value during the year

(2016: no write downs).

 

Inventories are subject to a general notarial bond in favour of the lenders of the senior debt facility as referred

to in note 16.

 

13. TRADE AND OTHER RECEIVABLES

 

2017

2016

US$'000

US$'000

Trade receivables

55 602

44 856

Other receivables - related parties (note 18)

59

61

Deposits, prepayments and other receivables

1 081

1 267

Accrued income

3 167

1 187

Value added tax receivable (VAT)

9 327

3 813

Provision for royalty tax

1 138

-

70 374

51 184

 

Trade and other receivables of the Group are expected to be recoverable within one year from each reporting date.

 

Trade and other receivables, which are less than 90 days past due are not considered to be impaired. Trade

and other receivables which are more than 90 days past due are assessed for recoverability with reference to

past default experience of the counterparty's current financial position.

 

Included in VAT is an amount of ZAR79.5 million which relates to diesel rebates receivable from the South

African Revenue Service (SARS) in respect of the mining operations. The Group received a letter of intent from

SARS disputing the refundability of this amount. The Group is strongly of the view that it fully complies with all

the regulations to be entitled to this refund and is opposing SARS's intent not to pay out this claim. The Group

will take the necessary legal action to recover the amount due.

 

Based on past experience, management believes that no impairment allowance (2016: no impairment allowance)

is required in respect of the trade and other receivables as there has not been a significant change

in credit quality and the balances are still considered fully recoverable. The Group does not hold any collateral

over these balances.

 

14. CASH AND CASH EQUIVALENTS

 

2017

2016

US$'000

US$'000

Bank balances

39 983

15 490

Short-term bank deposits

9 759

336

49 742

15 826

The amounts reflected above approximate fair value.

 

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are

generally call deposit accounts and earn interest at the respective short-term deposit rates.

 

At 30 September 2017, an amount of US$1.7 million (2016: US$1.6 million) was provided as security for a bank

guarantee issued in favour of a trade creditor of a subsidiary of the Group and US$0.3 million (2016: US$0.3 million)

was provided as security against certain credit facilities of the Group.

 

15. SHARE CAPITAL AND RESERVES

 

Share capital

 

30 September 2017

30 September 2016

Number of

Number of

Shares

Shares

'000

US$'000

'000

US$'000

Authorised - ordinary shares of US$0.001

each

As at 30 September

10 000 000

10 000

10 000 000

10 000

Authorised - convertible redeemable

preference shares of US$1 each

As at 30 September

1 051

1

1 051

1

Issued and fully paid

Ordinary shares

Balance at the beginning of the year

256 981 571

257

255 891 886

256

Shares issued as part of management share

incentive schemes

4 018 429

4

1 089 685

1

Less: Treasury shares

(987 274)

(1)

-

-

Balance at the end of the year

260 012 726

260

256 981 571

257

Share premium

Balance at the beginning of the year

256 981 571

456 181

255 891 886

452 512

Capital reduction

-

(179 175)

-

-

Shares issued as part of management share

incentive schemes

4 018 429

4 078

1 089 685

3 669

Less: Treasury shares

(987 274)

(1 002)

-

-

Balance at the end of the year

260 012 726

280 082

256 981 571

456 181

 

Allotments during the year were in respect of the award of 2 984 853 ordinary shares granted in terms of the

Share Award Scheme (Conditional Awards) and 1 033 576 ordinary shares issued as treasury shares to satisfy the

potential future settlement of Appreciation Rights of the participants' of the Tharisa Share Award Plan.

 

During the year ended 30 September 2017, 46 302 ordinary shares were transferred from treasury shares to

satisfy the exercise of Appreciation Rights by the participants of the Tharisa Share Award Scheme.

 

At 30 September 2017, 987 274 ordinary shares were held in treasury.

 

Allotments during the previous year were in respect of the award of 1 089 685 ordinary shares granted in terms

of the Share Award Scheme (Conditional Awards).

 

All shares rank equally with regard to the Company's residual assets. The holders of ordinary shares, other than

treasury shares, are entitled to receive dividends as declared from time to time and are entitled to one vote per

share at meetings of the Company.

 

Share premium

 

The share premium represents the excess of the issue price of ordinary shares over their nominal value, to the

extent that it is registered at the Registrar of Companies in Cyprus, less share issue costs. The share premium is

not distributable for dividend purposes.

 

During the year ended 30 September 2017, the share premium account was reduced by US$179.2 million with

a corresponding increase in the retained earnings to reduce the accumulated losses to US$nil. The required Court

Order was obtained on 8 March 2017 and filed at the Registrar of Companies on 9 March 2017.

 

The distribution of US$2.6 million (US$1 cent per share) (2016: no distribution) was approved by way of a Special

Resolution on 1 February 2017. The Special Resolution was ratified by the Court Order on 8 March 2017.

 

During the years ended 30 September 2017 and 30 September 2016, the increases in the share premium account

related to the issue and allotment of ordinary shares granted in terms of the Share Award Schemes.

 

2017

2016

US$'000

US$'000

16. BORROWINGS

Non-current

Secured bank borrowings

2 878

22 103

Finance leases

1 497

246

Deferred supplier

-

1 659

4 375

24 008

Current

Secured bank borrowings

14 876

14 443

Finance leases

847

677

Bank credit facilities

29 072

23 012

Guardrisk loan

231

169

Loan payable to related party

-

107

45 026

38 408

 

Secured bank borrowings

 

The secured bank borrowings relate to financing of ZAR1 billion obtained from a consortium of banks in South

Africa during the year ended 30 September 2012. The financing was obtained by Tharisa Minerals Proprietary

Limited, a subsidiary of the Group, and was for a period of seven years repayable in twenty two equal quarterly

instalments with the first repayment date at 31 December 2013.

 

Repayments are subject to a cash sweep which will reduce the repayment period to a minimum of five years.

Tharisa Minerals Proprietary Limited is required to maintain funds in a debt service reserve account (refer to

note 10). Effective 31 March 2017, the financing terms were amended to reduce the required amount of the

debt service reserve balance. The released funds from the debt service reserve balance were utilised as a

mandatory prepayment on the outstanding capital, reducing the repayment term of the senior debt facility. At

30 September 2017, the estimated remaining term is equal to five quarterly instalments.

 

The financing bears interest at 3 month JIBAR plus 4.9% pa until achievement of project completion on

14 November 2016 whereafter the interest rate reduced to JIBAR plus 3.4% pa.

 

The loan contains the following financial covenants:

- Debt service cover ratio ("DSCR") at a level greater than 1.4 times

- Loan life cover ratio at a level greater than 1.6 times

- Debt/equity ratio at a level greater than 1.5 times

- Reserve tail ratio at a level of 30.0% or greater.

 

At 30 September 2017 and 30 September 2016, Tharisa Minerals Proprietary Limited complied with all covenant

ratios. Project completion was achieved on 14 November 2016. In the prior year, Tharisa Minerals Proprietary

Limited hedged a portion of the facility for interest rate risk via an interest rate cap.

 

Finance leases

 

The Group entered into finance lease arrangement for the purchase of mining fleet. The average lease term

was 41 months and at 30 September 2017 the finance lease obligation was ZAR28.4 million. The average

effective borrowing rate is the South African prime rate. The interest rate was fixed at the contract date. No

arrangements have been entered into for contingent rent.

 

During the previous year the Group purchased equipment of ZAR22.9 million under a finance lease. The leased

equipment secures lease obligations. The lease term was 24 months and the average effective borrowing rate

was South African prime rate plus 3.0% pa. The lease obligation at 30 September 2017 was ZAR3.4 million

(2016: ZAR12.7 million). The interest rate was fixed at the contract date. No arrangements have been entered

into for contingent rent.

 

2017

2016

US$'000

US$'000

Minimum lease payments due:

Within one year

1 046

760

Two to five years

1 620

253

2 666

1 013

Less future finance charges

(322)

(90)

Present value of minimum lease payments due

2 344

923

Present value of minimum lease payments due:

Within one year

847

677

Two to five years

1 497

246

2 344

923

 

Deferred supplier

 

The balance relates to a trade payable of which payment had been deferred. The amount payable was

unsecured and interest was calculated at the South African prime rate. During the year ended 30 September 2017,

an agreement was reached with the deferred supplier and the outstanding balance was settled in full.

 

Guardrisk loan

 

The loan from Guardrisk Insurance Company Limited bears interest at 9.06% (2016: 8.72%) pa, compounded

monthly and is repayable in twelve monthly instalments commencing 1 December 2016. The loan is guaranteed

by the Company for an amount of ZAR14.0 million. The final instalment is due on 1 November 2017.

 

Bank credit facilities

 

The bank credit facilities relate to the discounting of the letters of credit by the Group's banks following

performance of the letter of credit conditions by the Group, which results in funds being received in advance

of the normal payment date. Interest on these facilities at the reporting date was US Libor plus 1.6% pa

(2016: US Libor plus 1.6% pa).

 

17. FINANCIAL INSTRUMENTS

 

2017

2016

US$'000

US$'000

Financial assets - carrying amount

Loans and receivables

58 828

46 104

Long-term deposits

4 505

9 846

Cash and cash equivalents

49 742

15 826

Investments at fair value through profit or loss *

49

43

Financial instruments at fair value through profit or loss **

3 767

3 718

116 891

75 537

Financial liabilities - carrying amount

Borrowings

49 401

62 416

Trade payables

25 003

35 513

Discount facility **

449

-

Forward exchange contracts**

150

-

Income received in advance

-

3 102

Other payables

4 750

4 703

79 753

105 734

 

* Level 1 of the fair value hierarchy - quoted prices in active markets for the same instrument

 

** Level 2 of the fair value hierarchy - significant inputs are based on observable market data for similar

financial instruments

 

The Board of Directors considers that the fair values of financial assets and liabilities approximate their

carrying values at each reporting date.

 

 

18. RELATED PARTY TRANSACTIONS

 

Related party transactions exist between shareholders, subsidiaries within the Group and its company

directors and key management personnel.

 

These transactions are concluded at arm's length in the normal course of the business. All intergroup

transactions have been eliminated on consolidation.

 

2017

2016

US$'000

US$'000

Transactions and balances with related parties:

Trade and other receivables (note 13)

The Tharisa Community Trust

5

5

Rocasize Proprietary Limited

54

54

Keaton Administrative and Technical Services Proprietary Limited

-

2

59

61

The amounts above are unsecured, interest free with no fixed repayment terms.

Loan payable to related party (note 16)

Langa Trust

-

107

 

The loan payable to the Langa Trust was settled in full during the year ended 30 September 2017.

 

2017

2016

US$'000

US$'000

Amounts due to Directors and former Directors

A Djakouris

21

22

JD Salter

30

30

O Kamal

16

16

C Bell

26

24

R Davey

19

-

J Ka Ki Chen

11

-

B Chi Ming Cheng

-

11

123

103

Interest bearing - accrued dividends to related parties

Arti Trust

2 486

2 459

Ditodi Trust

214

210

Makhaye Trust

214

210

The Phax Trust

425

418

The Rowad Trust

213

210

MJ Jacquet-Briner

213

210

3 765

3 717

 

2017

2016

US$'000

US$'000

Interest expense

Langa Trust

3

183

Arti Trust

262

253

Ditodi Trust

27

22

Makhaye Trust

27

22

The Phax Trust

53

43

The Rowad Trust

27

22

MJ Jacquet-Briner

27

22

426

567

 

Compensation to key management:

 

Salary and

Expense

Share

Provident

fees

allowances

based

fund and

payments

risk

benefits

Bonus

Total

2017

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Non-Executive Directors

536

-

-

-

-

536

Executives Directors

1 333

9

821

73

143

2 379

Other key management

865

27

518

95

117

1 622

2 734

36

1 339

168

260

4 537

Salary and

Expense

Share

Provident

fees

allowances

based

fund and

payments

risk

benefits

Bonus

Total

2016

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Non-Executive Directors

499

-

-

-

-

499

Executives Directors

1 067

8

123

59

10

1 267

Other key management

746

23

66

75

20

930

2 312

31

189

134

30

2 696

 

Share-based awards to the executive directors and other key management during the year ended 30 September

2017 were as follows:

 

2017 Ordinary shares

 

Opening

balance

Allocated

Vested

Total

LTIP - executive directors

1 723 522

842 682

(757 888)

1 808 316

LTIP - other key

1 115 106

564 792

(477 745)

1 202 153

management

2016 Ordinary shares

LTIP - executive directors

822 915

1 066 563

(165 956)

1 723 522

LTIP - other key

476 362

727 779

(89 035)

1 115 106

management

 

2017 Ordinary shares

 

Opening

balance

Allocated

Vested

Total

SARS - executive directors

1 243 870

842 682

(724 225)

1 362 327

SARS - other key

885 344

564 792

(526 000)

924 136

management

2016 Ordinary shares

SARS - executive directors

308 591

1 039 291

(104 012)

1 243 870

SARS - other key

249 628

718 689

(82 973)

885 344

management

 

Non-executive directors are not entitled to participate in the Group's share award schemes.

 

Relationships between parties:

 

Keaton Administrative and Technical Services Proprietary Limited

 

Two of the directors of the holding company of Keaton Administrative and Technical Services Proprietary

Limited were also directors of the Company during the year.

 

The Tharisa Community Trust and Rocasize Proprietary Limited

 

The Tharisa Community Trust is a shareholder of Tharisa Minerals Proprietary Limited and owns 100% of the

issued ordinary share capital of Rocasize Proprietary Limited.

 

Langa Trust, Arti Trust, Phax Trust and Rowad Trust

 

A Director of the Company is a beneficiary of these trusts.

 

Ditodi Trust and Makhaye Trust

 

Certain of the non-controlling shareholders of Tharisa Minerals Proprietary Limited are beneficiaries of these trusts.

 

MJ Jaquet-Briner

 

MJ Jaquet-Briner is a director of Tharisa Minerals Proprietary Limited and is a shareholder in the non-

controlling interest of Tharisa Minerals Proprietary Limited.

 

19. CONTINGENT LIABILITIES

 

As at 30 September 2017, there is no litigation (2016: no litigation), current or pending, which is considered

likely to have a material adverse effect on the Group.

 

20. EVENTS AFTER THE REPORTING PERIOD

 

Effective 1 October 2017 Tharisa Minerals Proprietary Limited transitioned from a contractor mining model to

an owner mining model with the acquisition of mining equipment, spares and consumables from MCC

Contracts Proprietary Limited (MCC), the previous mining contractors of Tharisa Minerals Proprietary Limited,

and includes the transfer of the employment of 876 personnel of MCC. In addition, Tharisa Minerals Proprietary

Limited took cession and assignment of certain leases entered into by MCC.

 

The following summarises the assets acquired and liabilities assumed at the acquisition date:

 

Property, plant and equipment

Inventory

Employee related liabilities

Finance lease liabilities

 

The fair value of assets acquired and liabilities assumed has not yet been determined. Management is currently

in the process of finalising the asset valuations, identifying all assets in terms of the contracts and assessing any

liabilities that need to be recognised. Additionally, the goodwill/gain on bargain purchase cannot be

determined as yet.

 

The total cash consideration paid for the acquisition was ZAR279 million. No deferred consideration or

contingent consideration exists.

 

The purchase consideration was funded by a bridge loan from ABSA Bank Limited and an original equipment

manufacturer finance facility from Caterpillar Financial Services Corporation.

 

Other than the above, the Board of Directors are not aware of any matter or circumstance arising since the end

of the financial year that will impact these financial results.

 

21. CAPITAL DISTRIBUTION AND DIVIDENDS

 

 

A distribution of US$2.6 million (US$ 1 cent per share) (2016: no distribution) was declared on 1 February 2017

as a reduction of share premium.

 

No dividends have been declared during the year (2016: no dividends).

 

The full audited Annual Financial Statements and the results presentation will be available for

download in the Investor Relations section of the website on 30 November 2016.

For any questions regarding the results, please contact our Investor Relations Manager, Sherilee

Lakmidas at slakmidas@tharisa.com.

 

Further details about the distribution to shareholders will be announced in due course via SENS/RNS.

 

CORPORATE INFORMATION

 

REGISTERED ADDRESS

Office 108 - 110

S. Pittokopitis Business Centre

17 Neophytou Nicolaides and Kilkis Streets

8011 Paphos

Cyprus

 

POSTAL ADDRESS

PO Box 62425

8064 Paphos

Cyprus

 

DIRECTORS OF THARISA

Loucas Christos Pouroulis (Executive Chairman)

Phoevos Pouroulis (Chief Executive Officer)

Michael Gifford Jones (Chief Finance Officer)

John David Salter (Lead independent non-executive director)

Antonios Djakouris (Independent non-executive director)

Omar Marwan Kamal (Non-executive director)

Carol Bell (Independent non-executive director)

Roger Davey (Independent non-executive director)

Joanna Ka Ki Cheng (Non-executive director)

 

JOINT COMPANY SECRETARIES

Lysandros Lysandrides

26 Vyronos Avenue

1096 Nicosia

Cyprus

 

Sanet de Witt

2nd Floor, The Crossing,

372 Main Road

Bryanston Johannesburg 2021

South Africa

Email: secretarial@tharisa.com

 

INVESTOR RELATIONS

Sherilee Lakmidas

Eland House, The Braes

3 Eaton Avenue Bryanston Johannesburg 2021

South Africa

Email: ir@tharisa.com

 

TRANSFER SECRETARIES

Computershare Investor Services Proprietary Limited

 

Registration number: 2004/003647/07

Rosebank Towers, 15 Biermann Avenue,

Rosebank, Johannesburg, 2196

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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