Sedibelo Platinum Mines Limited · Sedibelo Platinum Mines Limited Directors’ report to the...
Transcript of Sedibelo Platinum Mines Limited · Sedibelo Platinum Mines Limited Directors’ report to the...
Sedibelo Platinum Mines Limited
Consolidated and separate financial statements for the year ended December 31, 2015
Sedibelo Platinum Mines Limited Contents
1. Directors’ report
2. Independent auditors’ report
3. Consolidated and separate statement of financial position 1
4. Consolidated statement of comprehensive income 2
5. Group statement of changes in shareholders’ equity 3
6. Company statement of changes in shareholders’ equity 4
7. Consolidated cash flow statement 5
8. Company cash flow statement 6
9. Notes to the consolidated financial statements 7
Sedibelo Platinum Mines Limited Directors’ report to the annual financial statements for the year ending December 31, 2015
Directors’ report The directors of Sedibelo Platinum Mines (SPM – “the Company”) are pleased to table their annual report together with the consolidated audited financial statements of the Company and its subsidiaries (collectively “the Group”) for the year ended 31 December 2015. Incorporation SPM is registered in Guernsey and reports in accordance with the laws of that domicile. During December 2013, the Company changed its name from Platmin to Sedibelo Platinum Mines to properly reflect the material progress towards its vision of consolidating Platinum Group Metal (PGM) assets in South Africa and its new, enlarged regional profile. Registered office The company’s registered office is situated at Legis House, 11 New Street, St. Peter Port, Guernsey. Principle activities SPM invests in exploration, development and operating PGM assets in the Bushveld complex. Total Group PGM inventory comprise 79 million oz on the Western Limb. Through a wholly owned subsidiary, SPM has established the Pilanesberg Platinum Mine (PPM), currently comprising an operating open pit (West Pit), a developing open pit (East Pit) and a PGM concentrator. The quarterly PGM metal production profile of PPM to date is summarised in the histogram below:
Sedibelo Platinum Mines Limited Directors’ report to the annual financial statements for the year ending December 31, 2015
Review of business Annual metal production from PPM is currently around 176k 4E oz per annum. This can be further expanded from its shallow, safe, metal resources by surface mining. Additional expansion into shallow underground resources could continue for many years ahead. Part of these expansions will be founded on new technologies in the fields of upgrading (sorting out waste) reef packages and a hydrometallurgical process of beneficiation. Both of these new technologies are planned to deliver higher metallurgical recoveries. In contrast to much of the local underground platinum industry, SPM retains a significant positive cash balance at the end of 2015. SPM makes significant contributions to the national economy as a foreign exchange earner, tax payer, major internal investor and stimulator of economic multipliers. It makes further contributions to the provincial economy as a direct and indirect employer; purchaser of goods and services and investor into community projects. As the company becomes profitable and grows, all of these national and provincial contributions will increase. Sedibelo Platinum Results Mining operations at PPM commenced during December 2008 and the first concentrate was delivered for smelting and refining at the beginning of April 2009. Operating costs, net of revenue from metal sales, were capitalised until December 31, 2010. The Group has sufficient cash reserves to fund its cash flow requirements for the foreseeable future. Key performance indicators for the year ended December 31, 2015 were as follows:
For the year ended Dec 31,
2015 Dec 31,
2014
Waste hauled Bcm million 21.0 19.9 Reef hauled Tonnes million 4.5 3.6 Averaged head grade milled g/t 1.99 1.99 Average concentrator recovery rate % 77 72 Average recovered grade g/t 1.53 1.43 Total 4E ounces dispatched and sold* Ounces 176,014 154,412 Total (loss)/profit USD’000 (81,364) (22,027)
*Metal produced and declared is based on provisional assay results and therefore subject to change until such time that final assay results are received. These changes are not material. The results of the Group for 2015 are set out on page 2. Events after the reporting period Details of events after 31 December 2015 are outlined in Note 25 on page 40.
Sedibelo Platinum Mines Limited Directors’ report to the annual financial statements for the year ending December 31, 2015
Risks and uncertainties The Company is in the business of investment into the exploration and development of mineral properties and the operation of mines, directly, or through third parties. There are risks associated with these activities and specific risks with regards to the South African mining environment. The Group is exposed to certain financial risks in the normal course of its operations:
• Market risk (including but not limited to foreign exchange / currency risk, commodity price risk, interest rate risk);
• Liquidity risk; and
• Credit risk. Information on the Group’s financial risk management framework and its objectives and policies, including processes for measuring and managing risks; Group exposure to financial risks, and Group management of capital, are contained on page 40 - 46 in Note 26 to the consolidated financial statements. Significant shareholders At the date of this report, the Company identified the following shareholdings of more than 3% of its total issued share capital.
Name of entity Shareholding
31 December 2015
Percentage shareholding at
31 December 2015
Pallinghurst Ivy Lane Capital S.a.r.l. 855,529,260 27.6%
Bakgatla Ba Kgafela Tribe 796,641,096 25.7%
Industrial Development Corporation 487,397,167 15.7%
Rustenburg Platinum Mines Ltd 165,716,314 5.4%
Ridgewood Investments Mauritius Pte Ltd 160,199,883 5.2%
Investec Bank Limited 141,922,801 4.6%
Pallinghurst EMG African Queen LP 206,034,803 6.7%
Other minority shareholders 281,960,339 9.1%
Common shares 3,095,401,663 100.0%
In order to finalise the consolidation and as per the consolidation transaction agreements, 34,210,665 and 6,613,522 shares in SPM were released in February 2014 to the Bakgatla Ba Kgafela Tribe and the Industrial Development Corporation respectively.
On 16 July 2014, Pallinghurst EMG African Queen LP subscribed for 81,036,386 new shares in SPM in exchange for a consideration of USD61.133 million.
On 28 November 2014, Pallinghurst Ivy Lane Capital Limited subscribed for 5,740,792 new shares in SPM in exchange for a consideration of USD4.331 million, bringing the total issued shares of SPM to 3,095,401,663.
Sedibelo Platinum Mines Limited Directors’ report to the annual financial statements for the year ending December 31, 2015
Directors The Directors of the Company during the year were as follows: Brian Gilbertson Chairman Tom Dale CEO Resigned August 1, 2015 Keith Liddell Non executive Kwape Mmela Non executive Resigned March 2, 2016 Arne Frandsen Executive deputy chairman John Calvert Non executive Resigned March 2, 2016 Chris von Christierson Non executive Nagi Hamiyeh Non executive Resigned March 2, 2016 Molefe J Pilane (Kgosi) Non executive Robert Godsell (Bobby) Non executive Resigned May 6, 2015 Kutlwano Motlhabane Non executive Cyril Gumbo Non executive Resigned March 2, 2016 Lael Bethlehem Non executive Appointed May 7, 2015 Details of the interests of Directors and their associates in Sedibelo Platinum Mine’s shares or in related derivatives or financial instruments are outlined in Note 23 on page 35-38. Director’s indemnity insurance In accordance with the Company’s articles of association and to the extent permitted by the Companies Law (Guernsey) 2008, Sedibelo Platinum Mines may indemnify its Directors, from its own funds, to cover liabilities incurred as a result of their office. The relevant provision contained in the Articles can be categorised as a ‘qualifying third party indemnity provision’ under the Companies Law (Guernsey) 2008. Sedibelo Platinum Mines Limited has adopted Directors’ and Officers’ liability insurance. This provides insurance cover for any claim brought against Directors or officers for wrongful acts in connection with their positions. The insurance provided does not extend to claims arising from fraud or dishonesty and it does not provide cover for civil or criminal fines or penalties imposed by law. Employees Communication with employees continues directly via written and verbal contacts throughout the organisation and via their unions. The average number of people employed by the Group and Company for the years ended December 31, 2015 and 2014 was as follows:
December 31, 2015 December 31, 2014
Average headcount 648 614 In addition, mining and related contractors employed over 1000 people.
1
Sedibelo Platinum Mines Limited Consolidated statement of comprehensive income for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
2
GROUP 2015 Restated 2014 2014
Notes USD’000 USD’000 USD’000
Revenue 20 163,299 193,085 193,085
Cost of operations 21 (248,282) (208,283) (208,283)
Gross loss (84,983) (15,198) (15,198)
Administrative and general expenses (21,071) (24,335) (24,335)
Other income 832 136 136
Foreign exchange gain 21,354 6,491 30,666
Operating loss 22 (83,868) (32,906) (8,731)
Finance income 6,105 13,193 13,193
Finance costs (3,008) (1,654) (1,654) Share of loss of investments accounted for using the equity method (445) (621) (621)
(Loss) / Profit before income tax (81,216) (21,988) 2,187
Income tax expense 18 (148) (39) (39)
(LOSS) / PROFIT FOR THE YEAR (81,364) (22,027) 2,148
Loss attributable to:
Owners of the parent (81,975) (21,560) 2,615
Non-controlling interest 611 (467) (467)
(81,364) (22,027) 2,148
Other comprehensive (loss)/income: Items that may be reclassified subsequently to profit or loss Exchange differences on loan designated as net investment (133,298) 24,175 - Exchange differences on translation from functional to presentation currency (238,488) (245,732) (245,732)
Movement in other reserves 532 (2,681) (2,681)
Other comprehensive loss - net of tax (371,254) (224,238) (248,413)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (452,618) (246,265) (246,265)
Loss attributable to:
Owners of the parent (453,229) (245,798) (245,798)
Non-controlling interest 611 (467) (467)
(452,618) (246,265) (246,265)
The Company has elected to take the exemption under The Companies (Guernsey) Law, 2008 not to present the parent Company statement of comprehensive income and not to present the parent company statement of income. The accompanying notes are an integral part of the consolidated and separate financial statements.
Sedibelo Platinum Mines Limited Group statement of changes in shareholders’ equity for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
3
a) Capital contributions were cancelled upon preparation of deregistration of certain companies as a result of restructuring within the Group. b) The Group holds 100% of the share capital of IBMR as a result of the share issue, thus reducing the non-controlling interest balance of IBMR of USD2,362 thousand before the share issue, to USD Nil.
The accompanying notes are an integral part of the consolidated and separate financial statements.
GROUP
Share capital
Accumulated losses
Share based
payment reserve
Other reserves
Foreign currency
translation reserve Subtotal
Non controlling
interest Total
equity
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
Notes 10
12
Balance at January 1, 2014
2,458,983 (749,576) 3,975 866 (98,313) 1,615,935 (5,440) 1,610,495
Profit for the year (Restated) - (21,560) - - - (21,560) (467) (22,027) Other comprehensive loss for the year (Restated) - 24,175 - (2,681) (245,732) (224,238) - (224,238)
Total comprehensive loss - 2,615 - (2,681) (245,732) (245,798) (467) (246,265)
Shares issued 90,600 - - - - 90,600 - 90,600 Subsidiary acquisition equity recovery(a) - 57,707 (3) - - 57,704 - 57,704 Transfers between equity (b) - (2,362) - - - (2,362) 2,362 - Total contributions by owners of the parent, recognised directly in equity
90,600 55,345 (3) - - 145,942 2,362
148,304
Balance at December 31, 2014 2,549,583 (691,616) 3,972 (1,815) (344,045) 1,516,079 (3,545) 1,512,534
Loss for the year - (81,975) - - - (81,975) 611 (81,364) Other comprehensive loss for the year - (133,298) - 532 (238,488) (371,254) - (371,254)
Total comprehensive loss - (215,273) - 532 (238,488) (453,229) 611 (452,618)
Subsidiary deregistration - (2,108) - - - (2,108) - (2,108)
Transfers between equity - 1,416 (1,416) - - - - - Total contributions by owners of the parent, recognised directly in equity - (692) (1,416) - - (2,108) -
(2,108)
Balance at December 31, 2015 2,549,583 (907,581) 2,556 (1,283) (582,533) 1,060,742 (2,934) 1,057,808
Sedibelo Platinum Mines Limited Company statement of changes in shareholders’ equity for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
4
COMPANY Share capital Retained profit
Share based
payment reserve
Other reserves
Foreign currency
translation reserve
Total equity
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
Notes 10
Balance at January 1, 2014 2,458,983 299,698 3,975 866 (510,080) 2,253,442
Profit for the year - 126,856 - - - 126,856
Other comprehensive income for the year - - - (2,681) (236,663) (239,344)
Total comprehensive income for the year - 126,856 - (2,681) (236,663) (112,488)
Shares issued 90,600 - - - - 90,600
Share based payment expense - - (3) - - (3) Total transactions with owners, recognised directly in equity 90,600 - (3) - - 90,597
Balance at December 31, 2014 2,549,583 426,554 3,972 (1,815) (746,743) 2,231,551
Profit for the year - 210,658 - - - 210,658
Other comprehensive income for the year - - - 532 (449,736) (449,204)
Total comprehensive income for the year - 210,658 - 532 (449,736) (238,546)
Balance at December 31, 2015 2,549,583 637,212 3,972 (1,283) (1,196,479) 1,993,005
The accompanying notes are an integral part of the consolidated and separate financial statements.
Sedibelo Platinum Mines Limited Consolidated cash flow statement for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
5
2015
USD’000
Restated 2014
USD’000 2014
USD’000 GROUP Notes
Cash flows from operating activities
(Loss)/Profit before income tax (81,216) (21,988) 2,187
Adjusted for:
Depreciation of property, plant and equipment 6 50,539 44,527 44,527
Amortisation of intangible assets 5 784 839 839
Impairment of mining assets 4 380 2,683 2,683
Revolving commodity facility fair value adjustment 17 (335) 671 671
Share based payment 51 (58) (58) Share of loss of investments accounted for using the equity method 445 621 621
Unrealised foreign exchange gain (21,158) (6,491) (30,666)
Finance income (6,105) (13,193) (13,193)
Finance cost 3,008 1,654 1,654
Operating (loss)/profit before working capital changes (53,607) 9,265 9,265
Decrease/(Increase) in trade and other receivables 17,895 (3,603) (3,603)
(Decrease)/Increase in trade and other payables (11,507) 13,614 13,614
Decrease/(Increase) in inventories 2,500 (2,383) (2,383)
Other non cash - (2,263) (2,263)
Cash (utilised in)/generated from operations (44,719) 14,630 14,630
Interest paid (1,830) 1,113 1,113
Interest received 4,666 10,085 10,085
Net cash (utilised in)/generated from operating activities (41,883) 25,828 25,828
Cash flows from investing activities
Purchase of property, plant and equipment 6 (25,020) (81,498) (81,498)
Purchases of mining assets 4 (808) (30,072) (30,072)
Additions to intangible assets 5 (8,461) (27,133) (27,133)
Investment in joint venture - (6,073) (6,073)
Funds released from restricted cash 7.2 14,333 29,290 29,290
Loans granted to external parties (6,212) - -
Net cash (utilised in) investing activities (26,168) (115,486) (115,486)
Cash flows from financing activities
Repayment of finance lease liability 14 (1,024) (1,961) (1,961)
Repayment of long term liabilities (1,024) - -
Proceeds from revolving commodity facility 17 61,383 62,829 62,829
Repayment of revolving commodity facility 17 (46,652) (62,547) (62,547)
Proceeds from issue of shares 10 - 64,858 64,858
Net cash generated from financing activities 12,683 63,179 63,179
Net decrease in cash and cash equivalents (55,368) (26,479) (26,479)
Cash and cash equivalents at beginning of the year 7.1 166,793 212,599 212,599
Exchange losses on cash and cash equivalents (26,038) (19,327) (19,327)
Cash and cash equivalents at end of the year 7.1 85,387 166,793 166,793
The accompanying notes are an integral part of the consolidated and separate financial statements.
Sedibelo Platinum Mines Limited Company cash flow statement for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
6
2015 USD’000
2014 USD’000 COMPANY Notes
Cash flows from operating activities
Profit before income tax 273,363 126,916
Adjusted for:
Share based payment 51 (58)
Unrealised foreign exchange gain 22 (270,758) (119,965)
Finance income (4,306) (10,324)
Finance cost - 8
Operating loss before working capital changes (1,650) (3,423)
Decrease in trade and other receivables 694 242
Decrease in trade and other payables (356) (142)
Other non cash - (24,205)
Cash utilised in operations (1,312) (27,528)
Interest received 4,205 -
Net cash generated from/(utilised in) operating activities 2,893 (27,528)
Cash flows from investing activities
Additions to intangible assets 5 (24) (24)
Loans granted to subsidiary undertakings 28.1 (73,904) (218,334)
Net cash utilised in investing activities (73,928) (218,358)
Cash flows from financing activities
Proceeds from issue of shares 10 - 64,858
Net cash generated from/(utilised in) financing activities - 64,858
Net decrease in cash and cash equivalents (71,035) (181,028)
Cash and cash equivalents at beginning of the year 7.1 158,296 205,425
Exchange (losses)/gains on cash and cash equivalents (14,624) 133,899
Cash and cash equivalents at end of the year 7.1 72,637 158,296
The accompanying notes are an integral part of the consolidated and separate financial statements.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
7
1. General information and going concern
Sedibelo Platinum Mines Limited (“the Company”) and its subsidiaries (“the Group”) is a mining group engaged in the
acquisition, exploration, development and operation of Platinum Group Metals (“PGM”) properties in South Africa.
The Company is registered in Guernsey and reports in accordance with the provisions of The Companies (Guernsey)
Law, 2008. For the twelve months ended December 31, 2015 the Group made a loss of USD81.364 million.
The Group had USD85.387 million in cash and cash equivalents in hand at December 31, 2015 to fund current operations,
exploration and growth initiatives. Studies have commenced to establish the optimum development and mining plan for
the enlarged mineral resource and the expansion of the concentrator to accommodate these developments. As such the
directors consider that the Group has adequate resources to continue its operational and development plans for the
foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial
statements.
2. Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, as amended to reflect the adoption of new standards, amendments, and interpretations which became effective in the year (see Note 3). a) Basis of preparation
The financial statements of the Company and the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”), IFRIC interpretations and with the requirements of The Companies (Guernsey) Law, 2008 applicable to companies reporting under IFRS.
The financial information has been prepared under the historical cost basis, as modified by the revaluation of financial
assets and financial liabilities at fair value.
The financial information is presented in US dollars (“USD”) and all monetary results are rounded to the nearest thousand
(USD’000) except when otherwise indicated.
There are no changes in these accounting policies for the year ended 31 December 2015 except as disclosed in Note 3
below “Changes in accounting policy”.
Going concern
The Directors are required to consider whether the Group has adequate resources to continue in operational existence
for the foreseeable future in order to determine the appropriate basis for the preparation of the financial statements.
Management has no intention to liquidate the company or to cease trading. Operational achievements and cost
containment initiatives have contributed towards managing the pressure that the declining PGM price environment has
had on cash flows. Management considered factors that might cast significant doubt on the entity’s ability to continue as
a going concern. Operational risks that management considered during the assessment includes the following:
- Continued operating losses; - negative operating cash flows; - weak Dollar metal prices, offset by a weak ZAR:USD exchange rate; and - a delay of projects is anticipated due to disruption by local communities at Wilgespruit.
Management made an assessment of the Group’s ability to continue as a going concern by using the 2016 and 2017
budget as a basis.
Management prepared various scenarios to calculate sensitivity of the Group’s cash balance against operational risks
identified including:
- Price downside of >20% on 4E metal prices compared to the budget; and - an assumption of zero ounces for the Tailings treatment plant and Chrome projects. In these scenarios capital expenditure (sustaining and growth) was deemed to still be incurred per the budget and the mining of Wilgespruit was deemed to only commence in 2018.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
8
2. Summary of significant accounting policies (continued)
a) Basis of preparation (continued) The result of the analysis was that the Group was still cash positive for a period of at least one year after the financial statement date as required by IFRS.
The Group therefore continues to adopt the going concern basis in preparing the consolidated financial information.
b) Critical accounting estimates and judgements
The presentation of financial statements in conformity with international financial reporting standards requires the use of estimates, assumptions and judgements that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future years affected. The primary areas in which estimates and judgements are applied are as follows: Determination of consolidation Management applies judgement when determining whether the Company should consolidate entities where it owns less than half of the voting power of an entity. An investor controls an investee if and only if the investor has all of the following elements: - a power over the investee, i.e. the investor has existing rights that give it the ability to direct the relevant activities
(the activities that significantly affect the investee's returns); - exposure, or rights, to variable returns from its involvement with the investee; and - the ability to use its power over the investee to affect the amount of the investor’s return.
Management has consolidated Born Free Investments 330 Proprietary Limited, Defacto Investments 275 Proprietary Limited, Dream World Investments 226 Proprietary Limited, Setseka Mining Proprietary Limited and Taung Platinum Exploration Proprietary Limited even though the Group owns less than half of the share capital of those entities as it was determined that the Group has rights, to variable returns from its involvement and an ability to affect those returns through its power over the management committee of those entities. Joint arrangements The Group has applied IFRS 11 to all joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangement and determined it to be a joint venture. Joint ventures are accounted for using the equity method. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint venture), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures. Share based payment transactions Transactions which may result in the entity issuing its own equity are within the scope of IFRS2 – Share based payments when the fair value of the instrument is greater than the proceeds received. The fair value of the equity-settled instruments granted is measured at grant date using the Black-Scholes model and is recognised as an expense with a corresponding increase in reserves. The fair value of cash-settled instruments granted is measured at each reporting date using the Black-Scholes model and is recognised as an expense with a corresponding increase in non-current liabilities.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
9
2. Summary of significant accounting policies (continued)
b) Critical accounting estimates and judgements (continued) Impairment of non-current assets Management uses the guidance in IAS 36 – Impairment of assets when assessing whether indicators for impairment exist for mining assets, intangible assets and property, plant and equipment. Management uses certain assumption in calculating the assets value in use. Assumptions such as PGM prices, production volumes, South African Rand: United States Dollar exchange rates and inflation are based on the most recent information available in the market. Inventory Metal inventory is held in a wide variety of forms across the value chain reflecting the stage of refinement. Prior to production as final metal the inventory is always contained within a carrier material. As such inventory is typically sampled and assays taken to determine the metal content and split by metal. Measurement and sampling accuracy can vary quite significantly depending on the nature of the vessels and the state of the material. Management judgement, therefore, is also applied. Decommissioning and rehabilitation provision The Group assesses its mine rehabilitation provision annually. Significant estimates and assumptions are made in determining the provision for mine rehabilitation as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases, and changes in discount rates. Those uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision represents management’s best estimate of the present value of the rehabilitation costs anticipated to be incurred at the end of the mine’s life. See Note 15. Reserves and Resources The estimation of reserves impact the depreciation of certain categories of property, plant and equipment (pre-stripping costs, deferred stripping costs, decommissioning assets and producing mines), the recoverable amount of mining assets and property, plant and equipment and the timing of rehabilitation expenditure. The reserves and resources statement is prepared by an independent expert that complies with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (“SAMREC code”). Factors impacting the determination of proven and probable reserves are:
- the grade of mineral reserves may vary significantly from time to time - differences between actual commodity prices and commodity price assumptions - operational issues at mine sites; and - changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign
exchange rates. Depreciation – units of production Various units-of-production (UOP) depreciation methodologies are available to management e.g. tonnes processed, tonnes milled, tonnes mined or ounces produced. Management elected to depreciate deferred stripping, decommissioning asset, producing mines and plant and equipment using the ore tonnes processed methodology. The calculation of the UOP rate of depreciation will be impacted to the extent that actual production in the future is different from current forecast production based on mineral reserves.
c) Basis of consolidation
The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the consolidated entity, being the company (the parent entity) and its subsidiaries as defined in IFRS 10 “Consolidated Financial Statements”. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements. The consolidated financial statements include the information and results of each subsidiary from the date on which the company obtains control and until such time as the company ceases to control such entity. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the consolidated entity are eliminated in full.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
10
2. Summary of significant accounting policies (continued)
d) Functional and presentation currency Items included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (“the functional currency”). The Group’s main operating subsidiaries’ functional currency is the South African Rand (“ZAR”). The consolidated interim financial statements are presented in United States Dollars (“USD”) which is the Group’s presentation currency. All financial information presented has been rounded to the nearest thousand. Translation of transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Refer to Note 26. Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
− assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date;
− income and expenses for each statement of income and comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions);
− equity transactions are translated using the exchange rate at the date of the transaction; and
− all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation from the functional currency to the presentation currency is recognised in other comprehensive income.
e) Cash & Cash Equivalents Cash comprises cash on hand and on demand deposits. Cash equivalents are short term, liquid investments that are readily convertible to known amounts of cash and which are subject to a low risk of changes in value. f) Mining assets
Exploration and evaluation costs, including the cost of acquiring licenses, are capitalised as intangible exploration and evaluation assets on a project-by-project basis pending determination of the technical feasibility and the commercial viability of the project. The capitalised costs are presented as tangible exploration and evaluation assets. Capitalised costs include costs directly related to exploration and evaluation activities in the area of interest. General and administrative costs are only allocated to the asset to the extent that those costs can be directly related to operational activities in the relevant area of interest. As the assets are not available for use, it is not depreciated. When a license is relinquished or a project is abandoned, the related costs are recognised in profit or loss immediately. Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) fact and circumstances suggest that the carrying amount exceeds the recoverable amount (see Note 4).
The technical feasibility and commercial viability of extracting a mineral resource is considered to be determinable when proven reserves are determined to exist, the rights of tenure are current and it is considered probable that the costs will be recouped through successful development and exploitation of the area, or alternatively by sale of the property.
Upon determination of proven reserves, exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to a separate category within property, plant and equipment. Expenditure deemed to be unsuccessful is recognised in profit or loss immediately.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
11
2. Summary of significant accounting policies (continued) g) Intangible assets Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Amortisation is charged to profit and loss on a straight line basis over the estimated useful lives of the intangible assets.
Asset category Useful life (years)
Computer software 3
ERP Software 5
Research and development Indefinite
Water pipeline 12
The water pipeline is amortised over the life of the mine. The power and water rights will be amortised based on usage of the units allocated to the Group over the life of mine. Research and development Costs for self-initiated research and development activities are assessed to determine if they qualify for recognition as internally generated intangible assets. Apart from complying with the general requirements for, and initial measurements of an intangible asset, qualification criteria are met only when technical as well as commercial feasibility can be demonstrated and cost can be measured reliably. It must also be probable that the intangible asset will generate future economic benefits and that it is clearly identifiable and capable of allocation to a specific product. Further to meeting these criteria, only such costs that relate solely to the development phase of a self-initiated project are capitalised. Any costs that are classified as part of the research phase of a self-initiated project are expensed as incurred. If the research phase cannot be clearly distinguished from the development phase, the respective project related costs are treated as if they were incurred in the research phase only. Capitalised development costs are generally amortised over the units produced. As the units of production cannot be estimated reliably, the asset is not amortised, but rather reviewed for impairment. The assets have an indefinite useful life as there is no foreseeable limit as to which the assets are expected to generate cash inflows for the Group. The assets are assessed for indicators of impairment on an annual basis at each balance sheet date. Income tax credits granted for research and development activities are deducted from corresponding expenses or from capitalised amounts when earned. h) Property, plant and equipment
Plant construction and mine development, producing mines and decommissioning asset Upon transfer of ‘Exploration and evaluation costs’ into ‘Mine development’, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalised within ‘Mine development’. After production starts, all assets included in ‘Mine development’ are transferred to ‘Producing mines’. When further development expenditure is incurred after the commencement of production, such expenditure is capitalised to ‘Producing mines’ when it is probable that additional future economic benefits associated with the expenditure will flow to the entity. Otherwise such expenditure is classified as a ‘Cost of production’ in profit or loss. Depreciation is calculated on a units-of-production method (ore tonnes mined basis) for ‘Producing mines’, ‘Pre-stripping asset’, ‘Deferred stripping asset’ and ‘Decommissioning asset’. The units of production basis results in a depreciation charge proportional to the depletion of proven and probable reserves.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
12
2. Summary of significant accounting policies (continued) h) Property, plant and equipment (continued)
Other categories of property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the year in which they are incurred.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other (expense)/ income’ in profit or loss.
Depreciation is calculated on a straight-line method for all other assets to write off the cost of the assets to their residual values over their estimated useful lives. The depreciation rates applicable to each relevant category of property, plant and equipment are as follows:
Asset category Useful life Producing mines Units of production (ore tonnes mined) Pre-stripping costs Units of production (ore tonnes mined) Plant construction and mine development Units of production (ore tonnes mined) Deferred stripping costs Decommissioning assets
Units of production (ore tonnes mined) Units of production (ore tonnes mined)
Leasehold improvements 5 years Plant and equipment Units of production (ore tonnes processed) Buildings 20 years Land Indefinite Other
- Vehicles 5 years - Computer equipment 3 years - Office equipment 6 years - Furniture and fittings 6 years - Other equipment 5 years
Where parts (components) of an item of property, plant and equipment have different useful lives or for which different depreciation rates are appropriate, they are accounted for as separate items of property, plant and equipment. Estimates of residual values and useful lives of all assets are assessed annually. The Group measures the estimated residual value of an item of property, plant and equipment as the amount the Group estimates it would receive currently from the asset if the asset were already of the age and in the condition expected at the end of its useful live. These are reviewed and adjusted if appropriate, at each balance sheet date. All categories of property, plant and equipment is tested for impairment in accordance with the policy for impairment as set out below. i) Deferred stripping costs Stripping costs comprise the removal of overburden and other waste products from a mine. Pre- production stripping Stripping costs incurred in the development of a mine or a separate identifiable ore-body before production commences are capitalised as part of the cost of constructing the mine and subsequently amortised over the life of the mine on a units of production basis as part of ‘Producing mines’. Post – production stripping Stripping costs incurred during the production stage of a mine are deferred when this is considered the most appropriate basis for matching the costs against the relevant economic benefits. The amount deferred is based on the waste-to-ore ratio (called a ‘stripping ratio’) which is calculated by dividing the tonnage of waste mined by the quantity of ore mined.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
13
2. Summary of significant accounting policies (continued) i) Deferred stripping costs (continued) Stripping costs incurred in a period are deferred to the extent that the current period ratio exceeds the expected life-of-mine ratio. Such deferred costs are then charged to profit or loss to the extent that, in subsequent periods, the current ratio falls below the life-of-mine ratio. The life-of-mine stripping ratio is calculated based on proven and probable reserves. Any changes to the life-of-mine ratio are accounted for prospectively. The Group takes the view that if there is any uncertainty regarding the stripping ratio for the life-of-mine the stripping cost will be charged to profit or loss until such time that there is certainty. Where a mine operates more than one open pit that are regarded as separate operations for the purpose of mine planning, stripping costs are accounted for separately by reference to the ore from each separate pit. The deferred stripping capitalised to property, plant and equipment form part of the total investment in the relevant cash generating units, which are reviewed for impairment if events or changes of circumstance indicate that the carrying value may not be recoverable. j) Leased assets Leased assets are classified as finance leases when the terms of the lease transfers substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. k) Impairment of non-current assets
Mining assets, intangible assets and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised through profit or loss for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that suffered impairments are reviewed for possible reversal of the impairment at each reporting date. l) Inventory Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of work in progress, ore in circuit and stockpiles comprises direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. m) Financial assets The Group classifies its financial assets as loans and receivables, and available for sale. Management determines the classification of its financial assets at initial recognition. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. The Group assesses at each reporting date whether there is objective evidence that a financial asset or a Group of financial assets is impaired. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and receivables comprise ‘Loans receivable’, ‘Trade and other receivables’, ‘Restricted cash investments and guarantees’ ‘and ‘Cash and cash equivalents’ in the statement of financial position. Loans receivable Loans receivable are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
14
2. Summary of significant accounting policies (continued) m) Financial assets (continued) Trade and other receivables Trade receivables are amounts due from customers for metal sold in the ordinary course of business. Included in other receivables are non-financial assets such as prepayments. Trade and other receivables are recognised initially at fair value including direct transaction costs and are subsequently measured at amortised cost using the effective interest method, less allowance for impairment. An allowance for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 60 days overdue) are considered indicators that the accounts receivable is impaired. The allowance is calculated at 75% of balances outstanding more than 90 days and 100% of balances outstanding more than 120 days. The carrying amount of the asset is reduced through the use of the allowance account, and the amount of the loss is recognised in profit or loss. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against profit or loss. Restricted cash investments and guarantees Restricted cash investments and guarantees include cash and term deposits with an original maturity of more than twelve months or are encumbered by guarantees for purposes of mine rehabilitation. They are classified as restricted, due to these cash balances not being immediately available. Restricted cash also include funds earmarked for a specific purpose and therefore not available for general use.
Cash and cash equivalents Cash and cash equivalents include cash and short term deposits.
n) Financial liabilities The Group classifies some of their financial liabilities as financial liabilities at amortised cost. Financial liabilities at amortised costs are financial liabilities that are not held-for-trading purposes and have fixed or determinable payments that are not quoted in an active market. They are included in current liabilities, except for maturities greater than 12 months after the end of each reporting period. These are classified as non-current liabilities. The Group’s financial liabilities at amortised cost include ‘Long-term borrowings’, “Trade payables and accrued liabilities’. Financial liabilities measured at fair value includes the ‘Revolving commodity facility’. Financial liabilities at Fair Value Through Profit / Loss (FVTPL) Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL. A financial liability is classified as held for trading if:
• it has been incurred principally for the purpose of repurchasing it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
• A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
• the financial liability forms part of a Group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
• it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
15
2. Summary of significant accounting policies (continued) n) Financial liabilities (continued) Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘other gains and losses’ line item in the income statement. Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. Derecognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.
o) Provisions Provisions for environmental restoration, restructuring costs and legal claims are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. An obligation to incur decommissioning and rehabilitation costs occurs when an environmental disturbance is caused by exploration, evaluation, development or ongoing production. Costs are estimated on the basis of a formal closure plan and are subject to regular review. Decommissioning and site rehabilitation costs arising from the installation of plant and other site preparation work, discounted to their present value, are provided for when the obligation to incur such costs arises and are capitalised into the cost of the related asset. These costs are charged against profits through depreciation of the asset and unwinding of the discount on the provision. Depreciation is included in operating costs while the unwinding of the discount is included as a financing cost. Changes in the measurement of a liability relating to the decommissioning or site rehabilitation of plant and other site preparation work are added to, or deducted from, the costs of the related asset. The costs for the restoration of site damage, which arises during production, are provided at their net present values and charged against their operating profit as extraction progresses. Changes in the measurement of a liability which arises during production are charged against operating profit. The discount rate used to measure the net present value of the obligations is the pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. In accordance with the Group’s policy and applicable legal requirements, a provision for decommissioning liabilities is recognised when the asset is installed and rehabilitation liabilities are recognised when the land is disturbed.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
16
2. Summary of significant accounting policies (continued) p) Share based payment transactions Equity-settled The fair value of share options under the employee share incentive schemes and other equity instruments granted to Group employees is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and expensed over the period during which the employee becomes unconditionally entitled to the equity instruments. The total amount to be expensed is determined by reference to the fair value on the grant date of the options granted, excluding the impact of any non-market service and performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The fair value of the instruments granted is measured using generally accepted valuation techniques, taking into account the terms and conditions upon which the instruments are granted. At each reporting date, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. The proceeds received, net of any directly attributable transaction costs, are credited to share capital when the options are exercised. Cash-settled The fair value of other equity instruments granted to Group employees which is settled in cash is recognised as an employee expense with a corresponding increase in liabilities over the period that the employees become unconditionally entitled to payment. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The liability is re-measured to fair value at each reporting date and at settlement date. Any changes in the fair market value of the liability are recognised as employee expense in profit or loss. q) Share capital Common shares are classified as equity. Incremental costs directly attributable to the issue of new commons shares or options are shown in equity as a deduction, net of tax, from the proceeds. r) Income taxes
The income tax expense for the year comprises current and deferred taxation. Taxation is recognised in profit or loss and comprehensive income, except to the extent that it relates to items recognised directly in equity, in which case the tax is also recognised directly in equity. Current taxation Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date in countries where the company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to tax authorities. Deferred taxation Deferred taxation is recognised using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. However, the deferred tax is not recognised if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred taxation is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred taxation asset is realised or the deferred taxation liability is settled.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
17
2. Summary of significant accounting policies (continued) r) Income taxes (continued) Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time that the liability to pay the related dividend is recognised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. s) Segmented information
The Board is the chief operating decision maker (“CODM”) is within the meaning of IFRS 8 and uses the information and recommendations received from the chief executive officer and his team (excluding non-executive directors). Operating segments were determined based on the reports reviewed by the Board that are used to make strategic decisions.
The Board considers the business from an operating perspective. The Group operates in one geographic segment, the Republic of South Africa. The operating segments comprise the following:
Mining operation: Pilanesberg Platinum Mines (Pty) Limited (“PPM”) declared commercial production on 1 January, 2011. This mine is involved in the mining and processing of platinum group elements.
Development and exploration as well as administrative operations do not meet the quantitative thresholds required by IFRS 8 – Segment reporting and Management has concluded that these should not be reported as separate segments. The administrative operations are not deemed to be a segment by management, since the revenue earned and the expenses incurred are only incidental to the Group’s business.
Geographical segments may arise in future as the different properties are developed, i.e. Western Limb and Eastern Limb. Additional segments will be reported on in future, depending on the additional mining operations at that time. Since the future mining operations will all feed their production into the same processing plant, the processing plant operation may also equate to a separate component when operational segments are added for more mining operations.
Management assesses the performance of the operating segments namely:
Mining on an adjusted earnings before interest, taxation, depreciation and amortization (“EBITDA”) before capitalising any costs per the accounting policies. t) Investments
Investment in group undertakings are recorded at cost, which is the fair value of the consideration paid. u) Revenue Revenue comprises the fair value of the consideration received or receivable for the sale of metal concentrate in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. In certain circumstances, metal prices and assayed quantities at the point of sale may be provisional. Adjustments in respect of final assayed quantities and/or prices arising between the date of recognition and the date of settlement are recognised in the period in which the adjustment arises and reflected through revenue and receivables.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
18
2. Summary of significant accounting policies (continued) u) Revenue (continued) Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer. Revenue is not recognised if there are significant uncertainties regarding recovery of the consideration due. v) Finance income Finance income is recognised on the time proportion basis, taking account of the investment balances outstanding and the effective rate over the period to maturity. w) Borrowing costs Borrowing costs are recognised as an expense in the period in which they are incurred, except to the extent that they are directly attributable to the acquisition or construction of assets that necessarily take a substantial period to prepare for their intended use or sale (“qualifying assets”). Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset is capitalised as part of the cost of that asset.
3. Changes in accounting policy and disclosures The board of directors has elected to designate the intercompany loan between Hodos and PSA as a net investment as permitted by IAS 21. The effect of the adoption is that unrealized foreign exchange movements that arise in Hodos on the ZAR denominated loan with PSA, will be reclassified and accounted for as a movement in Other Comprehensive Income, and no longer as a movement in the statement of Profit and Loss. The volatility of the ZAR results in misleading unrealised foreign currency profits and losses on the statement of income that distorts the true profit or loss reported to the users of the financial statements. By designating the loan as a net investment, the exchange rate gain or loss that arise on this loan, will be included in other comprehensive income where the corresponding gain or loss from translating the net assets of the subsidiary will also be accounted for. The effect is that the consolidated income statement will not reflect any exchange rate difference on the loan. This is consistent with the fact that the loan has no impact on the Group cash flows unless the investment is sold. The effect of the change is only applicable on the statement of changes in equity for the comparative information presented and is as follows:
Accumulated
deficit Restated
accumulated deficit USD’000 USD’000
Profit for the year attributable to owners of parent 2,615 (21,560) Other comprehensive loss for the year - 24,175 Total comprehensive loss attributable to owners of parent 2,615 2,615
Balance at 31 December 2014 (691,616) (691,616)
The effect of the adjustment on the current year is as follows:
Before reclassification After reclassification
Dec 31, 2015 Dec 31, 2015 USD’000 USD’000
Foreign exchange (loss) / gain (111,944) 21,354
Operating loss (217,166) (83,868)
Loss before income tax (214,514) (81,216)
Loss for the year (214,662) (81,364)
There were no other changes in the accounting policies applied since the issue of the audited consolidated financial statements for the year ended December 31, 2014.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
19
3. Changes in accounting policy and disclosures (continued) New and amended standards and interpretations effecting for the year
There were no standards that became effective that required first time adoption by the Group during the year ended December 31, 2015.
New standards, amendments and interpretations not yet adopted There are no other new standards, interpretations or amendments to standards issued and effective for the year which may in the future be expected to have a material impact on the Group.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
20
4. Mining assets
GROUP GROUP COMPANY COMPANY
2015
USD’000 2014
USD’000 2015
USD’000 2014
USD’000
Exploration and evaluation assets 13,453 17,326 - - Mineral properties 680,745 915,306 657,723 884,351 Mineral rights 26,005 34,966 - -
Balance at the end of the year 720,203 967,598 657,723 884,351
Reconciliation of mining assets:
GROUP
Exploration & evaluation assets
USD’000 Mineral properties
USD’000 Mineral rights
USD’000 TOTAL
USD’000
Balance at January 1, 2014 24,230 958,569 38,795 1,021,594
Additions (a) 332 54,759 - 55,091Reclassification to property, plant and equipment (2,470) - - (2,470)Impairment of mining assets (b) (2,683) - - (2,683)Foreign exchange variance (2,083) (98,022) (3,829) (103,934)
Balance at December 31, 2014 17,326 915,306 34,966 967,598
Additions (a) 808 - - 808Impairment of mining assets (b) (380) - - (380)Foreign exchange variance (4,301) (234,561) (8,961) (247,823)
Balance at December 31, 2015 13,453 680,745 26,005 720,203
COMPANY
Exploration & evaluation assets
USD’000 Mineral properties
USD’000 Mineral rights
USD’000 TOTAL
USD’000
Balance at January 1, 2014 - 956,008 - 956,008
Additions - 25,019 - 25,019 Foreign exchange variance - (96,676) - (96,676)
Balance at December 31, 2014 - 884,351 - 884,351 Foreign exchange variance - (226,628) - (226,628)
Balance at December 31, 2015 - 657,723 - 657,723
a) The USD54,759 comprise USD25,019 which was the remaining 50.1% of the Sedibelo properties that the Company
acquired during the year ended December 31,2014; as well as USD29,740 that relate to the mining property Kruidfontein.
b) The Company abandoned various projects and relinquished the licences on these projects due to their commercial
viability. All costs capitalised relating to these projects were recognised in profit or loss.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
21
5. Intangible assets
GROUP 2015
USD’000 2014
USD’000
Water pipeline 23,224 30,523 ERP software 88 99 Computer software 262 385 Research and development 7,025 2,114
Balance at the end of the year 30,599 33,121
Reconciliation of intangible assets:
Water
pipeline ERP
Software Computer
software
Research and
development Power and
water rights TOTAL
GROUP USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
COST Balance at January 1, 2014 11,131 653 684 2,516 21,672 36,656
Additions during the year 24,466 108 304 2,255 - 27,133
Disposals for the year - (627) - (2,419) - (3,046)
Foreign exchange variance (2,628) (32) (86) (238) - (2,984)
Balance at December 31, 2014 32,969 102 902 2,114 21,672 57,759 Additions during the year 1,636 47 200 6,578 - 8,461 Foreign exchange variance (9,126) (38) (269) (1,667) - (11,100)
Balance at December 31, 2015 25,479 111 833 7,025 21,672 55,120
ACCUMULATED AMORTISATION AND IMPAIRMENT
Balance at January 1, 2014 2,065 369 428 - 21,672 24,534
Amortisation for the year 624 76 139 - - 839
Disposals for the year - (427) - - - (427)
Foreign exchange variance (243) (15) (50) - - (308)
Balance at December 31, 2014 2,446 3 517 - 21,672 24,638
Amortisation for the year 530 26 228 - - 784 Foreign exchange variance (721) (6) (174) - - (901)
Balance at December 31, 2015 2,255 23 571 - 21,672 24,521
CARRYING AMOUNTS
Balance at January 1, 2014 9,066 284 256 2,516 - 12,122
Balance at December 31, 2014 30,523 99 385 2,114 - 33,121
Balance at December 31, 2015 23,224 88 262 7,025 - 30,599
The Group concluded a transaction on 19 June 2014 through which it acquired 50% interest of certain long lead items. These long lead items, consisting of the power and water rights and obligations previously acquired by Barrick Platinum South Africa Proprietary Limited in respect of the Sedibelo mining area, form part of the Group’s acquisition of a portion of the Sedibelo PGM Project concession (“Sedibelo West”). The acquisition consideration for the transaction was USD24,050,000. These rights were impaired in 2012, due to the uncertainty regarding timing to develop, use and benefit from these rights. The impairment may be reversed in the event that management has certainty around the timing of development and use of benefits from the rights.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
22
6. Property, plant and equipment
GROUP
Producing Mines
USD’000
Plant construction
and mine development
USD’000
Pre-stripping
cost USD’000
Deferred stripping
cost USD’000
Decom- missioning
asset USD’000
Leased assets
USD’000
(a)Plant and equipment
USD’000
Land and buildings USD’000
Other USD’000
TOTAL USD’000
COST
Balance at January 1, 2014 6,096 - 163,539 435 17,726 9,179 157,236 3,321 4,450 361,982
Additions - 5,268 - 62,076 2,662 - 12,016 744 1,394 84,160 Reclassification from mining assets 2,470 - - - - - - - - 2,470
Foreign exchange variance (756) (330) (16,140) (3,924) (1,916) (906) (16,269) (375) (524) (41,140)
Balance at December 31, 2014 7,810 4,938 147,399 58,587 18,472 8,273 152,983 3,690 5,320 407,472
Additions - 2,384 - 6,263 1,091 111 14,698 191 282 25,020
Change in estimate - - - - (2,401) - - - - (2,401)
Disposals - - - - - - - - (28) (28)
Reclassification - - - - - (1,621) 1,621 - - -
Foreign exchange variance (2,001) (1,357) (37,773) (17,483) (4,684) (1,933) (41,245) (985) (1,418) (108,879)
Balance at December 31, 2015
5,809
5,965
109,626
47,367
12,478
4,830
128,057
2,896
4,156
321,184
ACCUMULATED DEPRECIATION
Balance at January 1, 2014 1,225 - 32,852 - 1,535 2,629 32,571 95 1,962 72,869
Depreciation for the year 544 - 14,585 11,823 1,372 552 14,565 114 972 44,527
Foreign exchange variance (156) - (4,154) (739) (238) (294) (4,125) (16) (255) (9,977)
Balance at December 31, 2014 1,613 - 43,283 11,084 2,669 2,887 43,011 193 2,679 107,419
Depreciation for the year 599 - 18,394 15,773 1,421 564 12,886 135 767 50,539
Reclassification - - - - - (558) 558 - - -
Foreign exchange variance (518) - (16,223) (3,861) (857) (771) (13,343) (73) (855) (36,501)
Balance at December 31, 2015 1,694 - 45,454 22,996 3,233 2,122 43,112 255 2,591 121,457
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
23
6. Property, plant and equipment (continued)
GROUP
Producing mines
USD’000
Plant construction
and mine development
USD’000
Pre-stripping
cost USD’000
Deferred stripping
cost USD’000
Decom- missioning
asset USD’000
Leased assets
USD’000
(a)Plant and equipment
USD’000
Land and buildings USD’000
Other USD’000
TOTAL USD’000
CARRYING AMOUNTS
Balance at January 1, 2014 4,871 -
130,687 435 16,191
6,550 124,665 3,226 2,488 289,113
Balance at December 31, 2014
6,197
4,938
104,116
47,503
15,803
5,386
109,972
3,497
2,641
300,053
Balance at December 31, 2015
4,115
5,965
64,172
24,371
9,245
2,708
84,945
2,641
1,565
199,727
(a)Tailings dam is included in Plant and equipment.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
24
6. Property, plant and equipment (continued) Impairment assessment performed for the year ended December 31, 2015 Management identified the operating loss results for PPM and the decline in metal price forecasts as indicators of impairment for the PPM cash generating unit (“CGU”). As such management has carried out an impairment trigger assessment for the PPM CGU. The result of the assessment is as follows:
Result of impairment review for the year ended 31 December 2015 Carrying value USD’000 PPM Cash generating unit 940,200
Management has determined that the recoverable amount is higher than the carrying amount of the PPM CGU and therefore no impairment is required. Long-term mining assets that form part of board-approved projects are valued based on estimates of future discounted cash flows (“DCFs”). DCFs are based on the latest business forecasts regarding production volumes, costs of production, capital expenditure requirements, metal prices and market forecasts for foreign exchange rates. DCFs are discounted at a risk-adjusted discount rate, taking into account specific risks relating to the CGU where cash flows have not been adjusted for the risk. Mineral resources outside the approved mine plans are valued based on the in situ 4E ounce value. Comparable market transactions are used as a source of evidence adjusting specifically for the nature of each underlying ore body and the prevailing platinum price when the transaction was concluded. All of the above estimates are subject to risks and uncertainties including future metal prices and exchange rates. It is therefore possible that changes can occur which may affect the recoverability of the mining assets. The recoverable amounts of non-mining assets are generally determined by reference to market values. Impairment assessment for the PPM CGU The recoverable amount of the PPM CGU has been determined based on fair value less costs to dispose. The fair value less costs to dispose will be calculated based on post-tax discounted forecast cash flow analysis in order to reflect the economic benefits of the mining operations. The discounted cash flow analysis has been prepared by incorporating assumptions that a market participant would use in estimating the fair value of PPM. The key assumptions used to determine the fair value less costs to sell are as follows:
Key assumptions For the year ended 31 December 2015
For the year ended 31 December 2014
Platinum price per ounce (long term) USD1,300 USD1,850 South African Rand (1USD:ZAR) ZAR16.20 ZAR11.09 Discount rate 8.03% 7.08% Life of mine 14 years 10 years
• Revenue is based on tonnes mined and appropriate recovered grades per the current mine plan.
• Mining costs are based on the actual and budgeted costs.
• Plant costs are based on the actual and budgeted costs.
• Capital expenditure assumed to be incurred to ensure that the market participant extracts optimum value out of operations including expansion and enhancement projects which are currently not yet sanctioned by the board but which management believes would provide optimum value.
• Land access from 2018.
• The discount rate applied is post-tax rate which is reflective of a market participant’s assessment of the risks associated with the estimated cash flows.
For purposes of testing for impairment of non-current assets, a reasonably possible change in the key assumptions used to estimate the recoverable amount for CGUs could result in an impairment charge. The carrying value of the net assets relating to PPM are most sensitive to changes in key assumptions in respect of the platinum price, the ZAR:USD exchange rate and discount rate.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
25
6. Property, plant and equipment (continued) The following sensitivities were calculated:
Key assumptions
% change Adjusted values
Resulting impairment
USD’000 Platinum price per ounce (long term) 10% decrease USD1,170 - South African Rand (1USD:ZAR) 15% decrease ZAR13.77 - Discount rate 1% increase 9.03% -
7. Cash and cash equivalents, restricted cash investments and guarantees 7.1 Cash and cash equivalents
GROUP GROUP COMPANY COMPANY
2015
USD’000 2014
USD’000 2015
USD’000 2014
USD’000
Cash at bank 85,387 166,793 72,637 158,296
Balance at the end of the year 85,387 166,793 72,637 158,296
Cash at banks earns predominantly interest at floating rates. Cash is deposited at highly reputable financial institutions of a high quality credit standing within the Republic of South Africa and in the United Kingdom. The fair value of cash and cash equivalents equates to the values as disclosed in this note. For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise only the cash at bank and financial institutions or asset managers and are disclosed for each year end above.
7.2 Restricted cash investments and guarantees
Cash investments were made relating to certain guarantees required by the Republic of South Africa’s Department of Mineral Resources and ESKOM Holdings Limited, the South African state utility supplier, of which the details are as follows:
GROUP GROUP COMPANY COMPANY 2015 2014 2015 2014 USD’000 USD’000 USD’000 USD’000
Balance at the end of the year 5,229 18,412 - -
The Department of Mineral Resources requires rehabilitation guarantees for all prospecting and mining rights. These rehabilitation guarantees primarily relate to the mining rights for the PPM and Mphahlele Projects. These guarantees have been provided to the Department of Mineral Resources on two separate basis: - On an insurance basis with a portion of the total guarantee being paid over in a separate bank account controlled by the
Group and ceded in favour of the insurance company and the remaining portion paid in premiums over the expected life of the mine; and
- on a cash backed basis.
As at December 31, 2015 the Group had USD 26.799 million in guarantees to the DMR and ESKOM, of which USD 5.229 million is funded. A guarantee, underwritten by an insurance backed guarantee issued by Lombard Insurance Company Limited, was provided to ESKOM to order critical long lead time material for the construction of the electrical substation at the PPM Project. Lombard Insurance required cash collateral on a portion of the total amount which has been paid over in a separate bank account controlled by the Group and ceded in favour of Lombard Insurance. The balance is payable on a premium basis over 5 years and re-assessed on an annual basis.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
26
8. Inventories
GROUP 2015
USD’000 2014
USD’000
Ore stockpiled 225 39
Work in progress 162 503Consumables 6,029 8,374
Balance at the end of the year 6,416 8,916
The cost of inventories recognised as an expense and included in Cost of Sales amounts to USD155,000 (2014: USD576,000).
9. Trade and other receivables
GROUP 2015
USD’000 2014
USD’000
Trade receivables 42,890 61,344
Other receivables 8,676 8,117
Balance at the end of the year 51,566 69,461
The fair value of trade and other receivables equates the values disclosed in this note. None of the trade receivables balances are past due or impaired.
10. Share capital
10.1 Common shares authorised The Company has an unlimited number of authorised common shares with no par value.
10.2 Common shares issued
GROUP AND COMPANY
Number of shares
Amount USD’000
Balance at December 31, 2014 3,095,401,663 2,549,583
Common shares issued - -
Balance at December 31, 2015 3,095,401,663 2,549,583
In order to finalise the consolidation and as per the consolidation transaction agreements, 34,210,665 and 6,613,522 shares in Sedibelo Platinum Mines were issued in February 2014 to the Bakgatla Ba Kgafela Tribe and the Industrial Development Corporation respectively.
Prior to the share issue the Group used to hold 49.9% of the share capital of Itereleng Bakgatla Mineral Resources Proprietary Limited (IBMR). The Group had however consolidated IBMR as the Group had rights to variable returns from its involvement, and an ability to affect those returns through its power over the management committee of IBMR. After the share issue the Group holds 100% of the share capital of IBMR, therefore reducing the non-controlling interest balance of USD2,362 thousand, which existed before the share issue, to USD Nil.
On 16 July 2014, Pallinghurst EMG African Queen LP subscribed for 81,036,386 new shares in Sedibelo Platinum Mines in exchange for a consideration of USD61.133 million.
On 28 November 2014, Pallinghurst Ivy Lane Capital Limited subscribed for 5,740,792 new shares in SPM in exchange for a consideration of USD4.331 million, bringing the total issued shares of SPM to 3,095,401,663.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
27
11. Share based payments
11.1 Equity-settled share based payment
Share options are granted to selected employees. Share option plans are determined and approved by the Board of Directors. The changes in share options during the twelve months ended December 31, 2015 were as follows:
GROUP AND COMPANY
Number of options
2015
Weighted average exercise
price USD
Number of options
2014
Weighted average exercise
price USD
Options outstanding at the beginning of the year 12,990,000
0.71 13,305,000
0.70 Options forfeited/expired (8,100,000) 0.91 (315,000) 0.37 Options outstanding at the end of the year 4,890,000 0.37 12,990,000 0.71
Options exercisable at the end of the year 2,934,000
0.38 5,858,000
0.71
The vesting of 1,956,000 of the options above is dependent on achieving performance targets. Share options exercisable at the end of the year have the following expiry dates and exercise prices:
Grant date Expiry date
Exercise price in USD
per share option
Number of options
2015
Number of options
2014
27 September 2010 27 September 2015 0.97 - 2,100,000 6 November 2010 6 November 2015 1.07 - 150,000 7 July 2011 7 July 2016 0.60 - 60,000 12 October 2011 12 October 2016 0.37 2,934,000 3,348,000 4 April 2011 4 April 2021 0.83 - 200,000
Options exercisable at the end of the year 2,934,000 5,858,000
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
28
11. Share based payments (continued)
11.1 Equity-settled share based payment (continued) The weighted average fair value of options granted was determined using the Black-Scholes valuation model. The significant inputs into the model were weighted average share price at the date of grant, exercise price as per the above table, a dividend yield of nil and expected future volatility was determined by reference to historic volatility. No options were granted during the 2012 - 2015 financial years. The significant inputs for grants during the 2011 financial year were as follows:
GROUP AND COMPANY
Grant Date 2011/04/04 2011/07/07 2011/10/12
Weighted average fair value per option CAD0.67 CAD0.35 CAD0.28
Weighted average share price at grant date CAD0.83 CAD0.57 CAD0.43
Exercise price CAD0.80 CAD0.60 CAD0.38
Volatility 92.8% 82.4% 84.7%
Dividend yield Nil Nil Nil
Expected life 10 years 5 years 5 years
Annual risk free rate
3.8% 2.1% 1.6%
11.2 Cash-settled share based payment
Certain share options granted to directors and employees are settled in cash. The fair value on the grant was determined at the reporting date and the following assumptions were applied in the fair value model based on the financial information of Investec Bank Limited:
• Closing specific company share price of ZAR109.50;
• Strike price of ZARnil;
• Dividend yield of 4.5%; and
• The 6,250 share equivalent options which were granted vest from December 2015 to June 2016 with an average fair value of ZAR107.27 per option.
The cash-settled share based payment liability amounted to USD39,000 (2014: USD220,000).
12. Non-controlling interest
GROUP 2015
USD’000 2014
USD’000
Tameng Mining & Exploration Proprietary Limited 1,929 2,242Taung Platinum Exploration Proprietary Limited 606 643Defacto Investments Proprietary Limited 176 182Other 223 478
Balance at the end of the year 2,934 3,545
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
29
13. Borrowings
13.1 Long term borrowings
2015
USD’000 2014
USD’000
Loan from Corridor Mining Resources Proprietary Limited (a) 3,098 3,793 Loan from Lexshell 703 Proprietary Limited - 125
Balance at the end of the year 3,098 3,918
a) Corridor Mining Resources Proprietary Limited is a wholly owned subsidiary of Limpopo Economic Development
Enterprise, an agency of the Limpopo Provincial Government, Republic of South Africa. The long-term loan bears interest at South African prime overdraft rate until otherwise agreed by the shareholders. The loan is to be repaid from the proceeds generated by the Mphahlele project in Tameng Mining and Exploration Proprietary Limited, a subsidiary of Mahube Mining Proprietary Limited.
13.2 Short term borrowings
As at Dec 31, 2015
USD’000
As at Dec 31, 2014
USD’000
Loan from Lexshell 703 Proprietary Limited (a) 93 - Loan from Emiclox 35 -
Balance at the end of the year 128 -
Reconciliation of short-term borrowings
Lexshell 703 (a)
USD’000 Emiclox USD’000
TOTAL USD’000
Balance at December 31, 2014 - - - Loan advanced - 35 35 Reclassified to short-term 125 - 125 Foreign exchange variance (32) - (32)
Balance at December 31, 2015 93 35 128
a) On November 29, 2012, 100% of the shareholders’ interests in and claims against Lexshell 38 General Trading Proprietary Limited were acquired by the Group. As at November 29, 2012 Lexshell 38 General Trading had a loan owing to Lexshell 703 Proprietary Limited. The loan claims are interest free and have no repayment terms.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
30
14. Finance lease liability ESKOM designed and built an electrical substation and related infrastructure adjacent to PPM to supply the required electricity for PPM’s operations. PPM has exclusive use of this facility. ESKOM maintains ownership and control over all significant aspects of operating the facility. The arrangement with ESKOM meets the requirements of IFRIC 4 – Arrangements containing a lease, and therefore constitutes a finance lease under IAS 17 – Leases. Each month, PPM pays a fixed capacity charge and a variable charge based on actual electricity consumed. These payments attract interest at the South African prime overdraft rate plus 2%. Reconciliation between the total minimum lease payments and their present value:
GROUP As at December 31, 2015
Up to 1 year
USD’000 2 to 5 years
USD’000
More than 5 years
USD’000 Total
USD’000
Minimum lease payments 851 1,882 - 2,733 Finance cost (234) (232) - (466) Present value 617 1,650 - 2,267
GROUP As at December 31, 2014
Up to 1 year
USD’000 2 to 5 years
USD’000
More than 5 years
USD’000 Total
USD’000
Minimum lease payments 547 2,742 2,286 5,575 Finance cost (378) (1,490) (487) (2,355) Present value 169 1,252 1,799 3,220
GROUP 2015
USD’000 2014
USD’000
Non-current 1,650 3,051 Current 617 169 Balance at the end of the year 2,267 3,220
15. Decommissioning and rehabilitation provision
GROUP 2015
USD’000 2014
USD’000
DISCOUNTED Balance at the beginning of the year 18,472 17,855 Unwinding of discount (accretion) 1,178 336 Change in estimate (2,401) - Additions 1,091 2,201
Subtotal 18,340 20,392 Foreign exchange variance (4,768) (1,920) Balance at the end of the year 13,572 18,472
UNDISCOUNTED Balance at the beginning of the year 19,423 19,260 Change in estimate (2,401) - Additions 1,091 2,201
Subtotal 18,113 21,461 Foreign exchange variance (4,928) (2,038) Balance at the end of the year 13,185 19,423
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
31
15. Decommissioning and rehabilitation provision (continued) The estimate represents the current cost of closure as at the respective year end. An annual estimate of the quantum of closure costs is necessary in order to fulfil the requirements of the Department of Mineral Resources, as well as meeting specific closure objectives outlined in the mine’s Environmental Management Programme. Although the ultimate amount of the asset retirement obligation is uncertain, the measurement of the obligation is based on information that is currently available.
The estimated undiscounted liability for the asset retirement obligation at December 31, 2015 is USD13,185,000 (2014: USD19,423,000). The asset retirement obligation has been determined using a discount rate of 9.67% (2014: 7.96%) and an inflation rate of 6% (2014: 6%) over the expected life of mine which is 10 years (2014: 11 years).
16. Trade payables and accrued liabilities
17. Revolving commodity facility In 2013, PPM signed agreements with Investec Bank Limited (“Investec”) to provide a revolving commodity finance facility of up to USD33 million (ZAR 400,000,000) for the financing of concentrate deliveries. In terms of this facility Investec Bank Limited will finance up to 91% of PPM’s platinum, palladium and gold deliveries. This facility is repaid within 2 to 4 months upon which the funds are again available for draw-down. This facility is currently available up to December 31, 2016 on which date the Company intends to renew it.
GROUP 2015
USD’000 2014
USD’000
Balance at the beginning of the year 4,785 3,391 Repayment of drawdown (46,652) (62,547) Drawdown from the facility during the year 61,383 62,829 Fair value adjustments to the balances (335) 671 Interest accrued 708 892 Subtotal 19,889 5,236 Exchange rate variance (1,782) (451) Balance at the end of the year 18,107 4,785
GROUP GROUP COMPANY COMPANY
2015
USD’000 2014
USD’000 2015
USD’000 2014
USD’000
Trade payables 11,789 22,861 56 153 Accrued expenses 10,034 10,469 83 342
Balance at the end of the year 21,823 33,330 139 495
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
32
18. Income tax expense Income tax rates The South African taxation rate remained unchanged at 28%. The Group’s effective tax rate in the year ended December 31, 2015 was 0% (2014: 0%). A reconciliation of income tax expense applicable to the loss from operating activities before income tax at the statutory income tax rate to income tax expenses at the Group’s effective rate at year end is as follows:
GROUP 2015
USD’000 2014
USD’000 2015
% 2014
%
Current Tax (22,740) 612
Corporate tax rate 28.00 28.00
Tax effects of:
- Expenses not deductible for tax purposes 76,613 46,601 (94.33) 2,130.84 - Tax losses for which no deferred income tax asset was
recognised 15,089 (4,962) (18.58) (226.89)
Foreign income tax allowances and rate differentials (68,814) (42,212) 84.73 (1,930.16)
Effective current tax charge 148 39 (0.18) 1.79
There was no deferred tax charge during the financial year (2014 - nil). South Africa As at the year end, the Group had not recognised the following temporary differences and tax losses:
GROUP 2015
USD’000 2014
USD’000
Unredeemed capital expenditure available for utilisation against future mining taxable income 201,487 439,671
Temporary differences 292,284 16,563 Tax losses carried forward utilisable against taxable income 295,025 294,386
Total 788,796 750,620
The unrecognised deferred tax asset at the end of the year 220,863 210,174
The South African losses do not have an expiry date.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
33
19. Segmented information
The segment information provided to management for the reportable segments for the years ended 31 December 2014 and 31 December 2015 are as follows:
Mining Mining
Amounts in USD’000 2015 2014
External revenues 163,299 193,085 Intersegment revenue - - Depreciation and amortisation (51,323) (45,337) Income tax expense - - Adjusted EBITDA (54,344) 5,319
All revenues reported are from two customers, being Northam Platinum Limited and Impala Refining Services Ltd.
A reconciliation of adjusted EBITDA to total comprehensive (loss)/profit for the year is provided as follows:
2015
USD’000
Restated2014
USD’000
2014
USD’000
Total EBITDA for reportable segments (54,344) 5,319 5,319 Revenues offset against the cost of the plant construction - - - Mining costs offset against the cost of the plant construction - - -
Total EBITDA per Consolidated statement of income and comprehensive income (54,344) 5,319 5,319 Foreign exchange gains 21,354 6,491 30,666
Depreciation (51,323) (45,337) (45,337) Finance costs (net) 3,097 11,539 11,539
(Loss)/Profit before taxation (81,216) (21,988) 2,187 Income tax expense (148) (39) (39) Exchange differences on translating from functional currency to presentation currency - - -
(Loss)/Profit for the year (81,364) (22,027) 2,148
The segment information provided to management for the reportable segments for the years ended 31 December 2014 and 31 December 2015 is as follows:
Mining Mining
Amounts in USD’000 2015 2014
Total assets 1,116,842 1,576,479 Total liabilities 59,034 63,945
The amounts provided to the Board with respect to total assets are measured in a manner consistent with that of the financial statements. These assets are allocated based on the operations of the segment.
The amounts provided to management with respect to total liabilities are measured in a manner consistent with that of the financial statements. These liabilities are allocated based on the operations of the segment.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
34
20. Revenue
An analysis of the Group’s revenue for the year is as follows:
GROUP 2015
USD’000 2014
USD’000
4E Minerals 149,510 175,522 Other minerals 13,789 17,563 Total revenue 163,299 193,085
21. Cost of operations – by nature
Included in cost of operations:
GROUP 2015
USD’000 2014
USD’000
On-mine operations
Total Materials and mining costs (131,378) (144,407)
Capitalised as stripping costs 6,263 62,076
(125,115) (82,331)
Concentrator plant operations
Materials and other costs (23,072) (36,051)
Utilities (13,128) (12,217)
Beneficiation
Smelting and refining costs (20,261) (17,255)
Other
Transport (689) (649)
Salaries (15,403) (16,079)
Sub-total (197,668) (164,582)
Amortisation and depreciation of operating assets (Note 5 and 6) (50,193) (44,071)
Inventory adjustments (421) 370
Total cost of operations (248,282) (208,283)
22. Operating loss – by nature
GROUP 2015
USD’000
Restated 2014
USD’000 2014
USD’000
Operating loss includes:
Share based payment expense (Note 11) (51) (178) (178)
Employee expenses (8,817) (8,622) (8,622)
Audit fees (403) (541) (541)
Consulting and professional fees (2,477) (2,408) (2,408)
Royalty expense (812) (957) (957)
Amortisation and depreciation (Note 5 and 6) (1,130) (1,295) (1,295)
Impairment of mining assets (Note 4) (380) (2,683) (2,683)
Foreign exchange gain 21,354 6,491 30,666
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
35
23. Related party disclosures
23.1 Compensation of directors and key management personnel of the Group:
GROUP 2015
USD’000 2014
USD’000
Compensation of Directors:
Short-term benefits (salary) 765 921
Bonuses 157 121
Subtotal 922 1,042
Compensation of key management personnel: Short-term benefits (salary) 1,066 697
Bonuses 513 448
Cash-settled share based payment 51 285
Subtotal 1,630 1,430
Total remuneration of directors and key management personnel of the Group 2,552 2,472
Share options outstanding and exercisable by directors and key management personnel are as follows:
Options exercisable
Exercise price USD Expiry date
540,000 0.37 Oct 12, 2016
During the year none of the options listed above were exercised, and no consideration was received by the Group.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
36
23. Related party disclosures (continued)
23.2 Controlled entities
GROUP Details of controlled entities are as follows:
2015 %
2014 %
Bakgatla Pallinghurst JV Proprietary Limited 100.00 100.00 Born Free Investments 144 Proprietary Limited 100.00 100.00 Born Free Investments 330 Proprietary Limited 49.00 49.00 Boynton Platinum Proprietary Limited - 100.00 Boynton Platinum Proprietary Limited (East) - 100.00 Clidet no. 832 Proprietary Limited 100.00 100.00 C&L Mining and Resources Proprietary Limited 100.00 100.00 Defacto Investments 275 Proprietary Limited 22.19 22.19 Dream World Investments 226 Proprietary Limited 49.00 49.00 Hodos Holdings Limited 100.00 100.00 Intrax Investments 255 Proprietary Limited 100.00 100.00 Itereleng Bakgatla Minerals Resources Proprietary Limited 100.00 100.00 Keenan Investments Proprietary Limited 100.00 100.00 Kellplant Proprietary Limited 50.00 50.00 Lexshell 38 General Trading Proprietary Limited - 100.00 Mahube Mining Proprietary Limited 78.90 78.90 Moepi Group Proprietary Limited - 100.00 Moepi Chromite Proprietary Limited - 100.00 Moepi Platinum Proprietary Limited - 100.00 Moepi Uranium Proprietary Limited - 100.00 Newshelf 1101 Proprietary Limited 100.00 100.00 ORKID S.a r.l. 100.00 100.00 Osier Corporation Limited 100.00 100.00 Pallinghurst Investor Consortium Proprietary Limited 100.00 100.00 Pilanesberg Platinum Mines Proprietary Limited 100.00 100.00 Platmin Resources S.a.r.l. 100.00 100.00 Platmin South Africa Proprietary Limited 100.00 100.00 Private Preview Investments 39 Proprietary Limited 100.00 100.00 Richtrau 123 Proprietary Limited 100.00 100.00 Sengani Family Mining and Exploration Proprietary Limited - 98.00 Setseka Mining Proprietary Limited 58.00 47.00 Tameng Mining and Exploration Proprietary Limited 75.00 75.00 Taung Platinum Exploration Proprietary Limited 60.00 40.00 Versatex Trading 346 Proprietary Limited 100.00 100.00 West Dunes Properties 115 Proprietary Limited - 100.00
The proportion of voting power held is equal to ownership interests in all cases.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
37
23. Related party disclosures (continued)
23.2 Controlled entities (continued)
All companies, with the exception of the companies tabled below are registered within the Republic of South Africa. The type of shareholding held in all companies, are ordinary.
Company Country of registration
Platmin Resources S.a.r.l. Luxembourg
Hodos Holdings Limited Guernsey
Osier Corporation Limited Cyprus
ORKID S.a r.l. Luxembourg
Kelltech Limited Mauritius
23.3 Investment in joint venture
The joint venture listed below has share capital consisting solely of ordinary shares, which is held directly by the Group:
Name of entity Country of incorporation
% of ownership interest Nature of relationship
Measurement method
Kelltech Limited Mauritius 50 Provides access to new technology to the SPM Group Equity
A 50% shareholding was purchased in Kelltech Limited for USD6,073 thousand. Two directors on the SPM Board, Keith Liddell and Chris Von Christierson, have indirect beneficial interests in Kelltech Limited. Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interest in the joint venture:
Summarised balance sheet Dec 31, 2015
USD’000 Dec 31, 2014
USD’000
Assets
Intangible asset 6,111 3,956
Loans receivable 5 121
Cash and cash equivalents 1,782 2,927
Liabilities
Loans payable (9,708) (7,693)
Trade payables (141) (520)
Carrying value (1,951) (1,209)
Summarised statement of comprehensive loss Dec 31, 2015
USD’000 Dec 31, 2014
USD’000
Other expenses (599) (1,020)
Finance income 2 -
Finance cost (293) (143)
Total comprehensive loss (890) (1,163)
Summarised financial information Dec 31, 2015
USD’000 Dec 31, 2014
USD’000
Opening net assets at the beginning of the year (1,209) (46)
Loss for the year (890) (1,163)
Other comprehensive income - -
Closing net assets at the end of the year (2,099) (1,209)
Purchase of interest in joint venture @50% (1,050) (605)
Goodwill 4,854 5,320
Carrying value 3,804 4,715
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
38
23. Related party disclosures (continued) 23.4 Loans receivable
GROUP 2015
USD’000 2014
USD’000
Kelltech Limited 9,422 7,410
Magalies Water 4,489 -
Balance at the end of the year 13,911 7,410
23.5 Transactions and balances
GROUP 2015
USD’000 2014
USD’000
Related party transactions with:
Kelltech Limited (a) 1,213 46
Pallinghurst Advisors LLP (b) (220) (302)
Pallinghurst Advisors Proprietary Limited (b) (1) (4)
992 (260)
Related party balances – amounts owing (to) / by:
Kelltech Limited (a) 3,330 43
Pallinghurst Advisors LLP (b) (56) (58)
Pallinghurst Advisors Proprietary Limited (b) (1) -
3,273 (15)
a) A member of the board of directors of Sedibelo Platinum Mines is a shareholder in Kelltech Limited. The Company incurred expenses on behalf of Kelltech Limited on a joint project. These expenses were recharged. b) Pallinghurst Advisors LLP and Pallinghurst Advisors Proprietary Limited are companies associated with Pallinghurst Ivy Lane Capital S.a.r.l., a shareholder of Sedibelo Platinum Mines. Pallinghurst Advisors LLP and Pallinghurst Advisors Proprietary incurred expenses on behalf of the Company which was reimbursed by the Company.
24. Contingencies and commitments
24.1 Contingencies
• As at the end of December 2015, the Group had bank and other guarantees of USD26.799 million (2014: USD49.195 million) from which it is anticipated that no material liabilities will arise.
• Pilanesberg Platinum Mines entered into an agreement with Impala Refining Services Limited for the right of first refusal to supply PGM concentrate produced by Pilanesberg Platinum Mines from the properties, Ruighoek 169JP, Vogelstruisnek 173JP and Palmietfontein 208JP. Should Platmin South Africa Proprietary Limited (“Platmin SA”) elect not to accept the terms proposed by Impala Refining Services Limited, a break fee of USD2,090,000 in aggregate will be payable to Impala Refining Services Limited.
• Platmin SA has an obligation, which cannot be quantified, pro rata to its shareholding in Mahube Mining Proprietary Limited to provide funding to Tameng Mining and Exploration Proprietary Limited to undertake the necessary exploration and development on the Mphahlele project. The consequence of not contributing accordingly, results in the dilution of Platmin SA’s shareholding.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
39
24. Contingencies and commitments (continued)
24.2 Commitments
The Group’s contractual obligations are as follows:
Contractual obligations USD’000
Commitments as at December 31, 2015
Notes Total < 1 year 1-3 years After 3 years
Employee entitlements (1) 1,079 1,079 - -
Operating lease (2) 19 19 - -
Finance lease (3) 14 2,267 617 1,328 322
Asset Retirement Obligation (4) 15 13,572 - - 13,572
Mining costs (5) 23,393 23,393 - -
Open Purchase orders 9,030 9,030 - -
Total Contractual Obligations 49,360 34,138 1,328 13,894
(1) The employee entitlements include the leave pay due to employees in terms of their employment contracts.
(2) This includes the contractual monthly payments for the rental of the Company’s corporate office. These commitments can be cancelled by giving one year’s notice.
(3) These amounts constitute the minimum lease payments due to ESKOM for the substation and related infrastructure supplied at PPM. Please refer to Note 14.
(4) The amount of USD13,572,000 represents the gross asset retirement obligation to rehabilitate the opencast pit and plant
at PPM and Sedibelo at the end of life of mine, in accordance with the mining license and approved EMP.
(5) Committed mining expenses include the estimated cost that will be incurred by the main mining contractors to carry out the opencast mining operations for the required notice period, should the contract with the main mining contractor be cancelled.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
40
25. Events after the reporting date The Group has no adjusting or non-adjusting post balance sheet events to report at the date of this report.
26. Financial instruments
26.1 Financial risk management objectives The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s Executive Directors are responsible for developing and monitoring the Group’s risk management policies. The Group’s Executive Directors reports regularly to the Board of Directors on its activities. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group monitors its forecast financial position on a regular basis. The Group’s Directors meet regularly and considers cash flow projections for the following 12 months in detail, taking into consideration the impact of market conditions, particularly commodity prices and foreign exchange rates. The Group’s Directors receive reports from independent exchange consultants and advisors on current and forecast economic conditions. The Group’s forecast financial risk position with respect to key financial objectives is regularly reported to the Board of Directors. From time to time, the Group uses derivative financial instruments to hedge certain identified risk exposures, as deemed necessary by the Group’s Executive Directors. The Group does not acquire, hold or issue derivative instruments for trading purposes. The Group’s objectives, policies and processes for managing risks arising from financial instruments have not changed from the previous financial year.
26.2 Analysis of financial assets and financial liabilities
26.2.1 Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The different valuation methods have been defined as follows:
• Quoted prices (unadjusted) in active market 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).
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
41
26. Financial instruments (continued) 26.2 Analysis of financial assets and financial liabilities (continued)
26.2.1 Fair value estimation (continued)
The following table presents the Group’s financial liabilities that are measured at fair value at 31 December 2015:
Carrying value Fair value
Level As at Dec 31, 2015
USD ’000 As at Dec 31, 2015
USD ’000
Revolving commodity facility 1 18,107 18,107
Total financial liabilities 18,107 18,107
26.2.2 Fair value of financial assets and liabilities measured at amortised cost
GROUP Financial assets
2015 USD’000
2014 USD’000
Loans and receivables at amortised cost: Restricted cash investments and guarantees 5,229 18,412 Trade receivables 42,890 61,344 Cash and cash equivalents 85,387 166,793
Total financial assets 133,506 246,549
GROUP Financial liabilities
2015 USD’000
2014 USD’000
Liabilities at amortised cost Long term borrowings 3,098 3,918 Trade payables and accrued liabilities 21,823 33,330
Total financial liabilities 24,921 37,248
The fair value of the financial assets and liabilities carried at amortised cost is approximately equal to their carrying amounts.
26.3 Financial risk
The Group is exposed to certain financial risks in the normal course of its operations:
• Market risk (including foreign exchange / currency risk, commodity price risk, interest rate risk);
• Liquidity risk; and
• Credit risk.
26.3.1 Market risk
Foreign exchange/ currency risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Company’s functional currency and the functional currency of most of its subsidiaries is ZAR. Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not the functional currency. Most of the company’s purchases are denominated in ZAR.
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
42
26. Financial instruments (continued)
26.3 Financial risk (continued)
26.3.1 Market risk (continued) Foreign exchange/ currency risk (continued) However, certain long lead-capital items are denominated in USD, Pound Sterling (“GBP”), Euros or Australian Dollars. The Group used to hold most of its cash in ZAR. At year end 80% of cash held, was in USD. The influence of the macro economic climate on currencies of emerging markets like South Africa, is evident in the weakening of the South African ZAR during 2015. The Group currently manages this risk by keeping most of the cash in USD. International commodity prices are quoted in USD which exposes the Group’s revenue cash flows to foreign exchange variances. The following significant exchange rates were applied during the year: Average rate Reporting date spot rate
GROUP 2015 2014 2015 2014
USD 1 = ZAR 12.7564 10.8472 15.5575 11.5706
The following table summarises the sensitivity of financial instruments held at balance date to movements in the exchange rate of the ZAR to the USD, with all other variables held constant. The USD denominated instruments have been assessed using the sensitivities indicated in the table. These are based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding two-year period.
Impact on statement of income (pre-tax) 2015
USD’000 2014
USD’000
USD/ZAR increase by 30% 1,108 1,668
USD/ZAR decrease by 20% (1,200) (1,807)
Commodity price risk Commodity price risk arises from the effect on current and future earnings due to fluctuations in commodity prices, in particular the price of PGM’s. Most of these prices are determined in USD and are internationally determined in the open market. The Group regularly measures exposure to commodity price risk by stress testing the Group’s forecast financial position to changes in PGM prices. The Group reviews its exposure with reference to the basket price for the following 4 metals: Platinum, Palladium, Rhodium and Gold (commonly referred to in the platinum mining industry as the “4E basket price”). The Group does not actively hedge future commodity prices against price fluctuations. The PPM operation recognises revenue at the month end during which delivery of concentrate has occurred at the month’s average commodity price for the contained metal. Revenue is recognised at the average commodity price for the month on the date of sale and adjusted at each month end to the latest commodity price averages until revenue quantities are agreed with the customer (usually 2 to 3 months). The Group entered into a revolving commodity facility with Investec Bank Limited whereby Investec Bank Limited finances up to 91% of PPM’s platinum, palladium and gold deliveries in the month following the delivery month. The respective commodity prices and exchange rates are determined on each drawdown date and denominated in ZAR. This facility is repaid within 2 to 4 months. On settlement date, the drawdown is revalued using average commodity prices and exchange rates for the calendar month before settlement date. Fair value adjustments are recognised in revenue, as commonly practiced in the metals industry. These fair value adjustments amounted to a gain of USD335,000 (2014: Loss of USD671,000).
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
43
26. Financial instruments (continued)
26.3 Financial risk (continued)
26.3.1 Market risk (continued) Commodity price risk (continued) The following 4E basket prices were applied during the year:
GROUP
Average for the year ended
Dec 31, 2015
Average for the year ended
Dec 31, 2014
4E basket price in USD 945 1,133 USD 1 = ZAR 12.00 10.85 4E basket price in ZAR 11,946 12,267
The financial instruments exposed to movements in commodity prices are the trade receivables of USD42,890,000 (2014: USD61,344,000). The following table summarises the sensitivity of financial instruments held at reporting date to movements in the relevant forward commodity price, with all other variables held constant. The sensitivities are based on reasonably possible changes, over a financial year, using observed ranges of actual historical rates.
Impact on profit or loss (pre-tax) 2015
USD’000 2014
USD’000
Increase by 30% in 4E basket price 12,867 18,403Decrease by 20% in 4E basket price (8,578) (12,269)
Interest rate risk Interest rate risk is the risk that the Group’s financial position will be adversely affected by movements in interest rates. The Group’s main interest rate risk arises from short and long-term loans. Restricted cash investments and guarantees and cash holdings are subject to interest rate risk in the country in which they are held on deposit. All other financial assets and liabilities are non-interest bearing. The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. In conjunction with external advice, management consideration is given on a regular basis to alternative financing structures with a view to optimising the Groups’ funding structure.
The financial instruments exposed to movements in variable interest rates are as follows:
GROUP 2015
USD’000 2014
USD’000
Restricted cash investments and guarantees Cash deposited at financial institutions (a) 5,229 18,412
Cash and cash equivalents Cash on hand at financial institutions (a) 85,387 166,793
Total financial assets 90,616 185,205
Long-term borrowings Interest at SA prime overdraft rate 3,098 3,793 Non-interest bearing loan 128 125 Revolving commodity facility Fixed at Interest of JIBAR + 3% 18,107 4,785
Total financial liabilities 21,333 8,703
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
44
26. Financial instruments (continued)
26.3 Financial risk (continued)
26.3.1 Market risk (continued) Interest rate risk (continued) a) Restricted cash investments and guarantees as well as cash and cash equivalents are exposed to movements in USD and ZAR cash deposit rates.
The following table summarises the sensitivity of the financial instruments held at reporting date, following a movement in variable interest rates, with all other variables held constant. The sensitivities are based on reasonably possible changes over a financial year, using the observed range of actual historical rates.
Impact on profit or loss (pre-tax) 2015
USD’000 2014
USD’000
Increase of 1% in prime overdraft (31) (38) Decrease of 0.5% in prime overdraft 15 19
The impact is calculated on the net financial instruments exposed to variable interest rates as at reporting date and does not take into account any repayments of long or short-term borrowing. 26.3.2 Liquidity risk The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet financial commitments in a timely and cost effective manner. The Group’s Executive Directors continually review the liquidity position including cash flow forecasts to determine the forecast liquidity position and maintain appropriate liquidity levels. At December 31, 2015 the Group had sufficient funding through cash to support its operational requirements for the next 12 months. All excess cash is held by the Company, Platmin SA or PPM. The Company invests excess funds in deposit structures and accounts and fixed income funds. Platmin SA keeps excess funds in a current account. The contractual undiscounted cashflow maturity analysis of payables at the reporting date was as follows:
GROUP Balances at December 31, 2015
Presented
USD’000
Less than 6 months USD’000
Between 6 - 12 months
USD’000
Greater than 12 months
USD’000
Long-term borrowings 3,098 - - 3,098 Trade payables and accrued liabilities 21,823 21,823 - - Revolving commodity facility 18,107 18,107 - -
Total financial liabilities 43,028 39,930 - 3,098
Balances at December 31,2014
Long-term borrowings 3,918 - - 3,918 Trade payables and accrued liabilities 33,330 33,330 - - Revolving commodity facility 4,785 4,785 - -
Total financial liabilities 42,033 38,115 - 3,918
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
45
26. Financial instruments (continued)
26.3 Financial risk (continued)
26.3.3 Credit risk Credit risk is the risk that a contracting entity will not complete its obligation under a financial instrument that will result in a financial loss to the Group. The carrying amount of financial assets represents the maximum credit exposure. Trade receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. At the reporting date there is a significant concentration of credit risk represented in restricted cash investments and guarantees, cash and cash equivalents and trade receivables balance. With respect to trade receivables, customers have complied with all contractual sales terms and have not at any stage defaulted on amounts due. The Group manages its credit risk by predominantly dealing with counterparties with a positive credit rating. The maximum exposure to credit risk is as follows:
GROUP 2015
USD’000 2014
USD’000
Restricted cash investments and guarantees 5,229 18,412 Trade receivables 42,890 61,344 Cash and cash equivalents 85,387 166,793
Total financial assets 133,506 246,549
The ageing of receivables at the reporting date was as follows:
GROUP 2015
USD’000 2014
USD’000
Less than 1 month 42,798 61,294 Between 1-3 months 17 8 Between 3-6 months 75 42
Total trade receivables 42,890 61,344
Cash and cash equivalents are managed to maximise returns while minimising risk. In order to maximise credit protection, cash and cash equivalents are placed with a variety of good quality financial institutions. The credit rating spread of these institutions can be summarised as follows:
GROUP 2015
USD’000 2014
USD’000
AA+ 540 3,536 AA 17 30,212 AA- 15,351 150,977 BBB+ 74,320 - Other 388 480 Total cash and cash equivalents and restricted cash investments and guarantees 90,616 185,205
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
46
26. Financial instruments (continued)
26.4 Capital risk management The Group’s corporate office is responsible for capital risk management. This involves the use of corporate forecasting models, which facilitates analysis of the Group’s financial position including cash flow forecasts to determine the future capital management requirements. Corporate office monitors gearing.
Capital management is undertaken to ensure a secure, cost effective supply of funds to ensure the Group’s operating and capital expenditure requirements are met. The mix of debt and equity is regularly reviewed. The Group does not have a target debt/equity ratio, but has a policy of maintaining a flexible financing structure so as to be able to take advantage of new investment opportunities that may arise. Net debt is calculated as total borrowings (long-term borrowing and the revolving commodity facility). Total capital is calculated as the total equity plus net debt.
GROUP 2015
USD’000 2014
USD’000
Long-term borrowings 3,098 3,918 Revolving commodity facility 18,107 4,785
Net debt 21,205 8,703
Total equity 1,057,808 1,512,534
Total capital 1,079,013 1,521,237
Gearing ratio 2% 0.6%
No dividends were paid during the year. The Board of Directors maintains a policy of balancing returns to shareholders with the need to fund growth.
27. Auditors Remuneration
GROUP 2015
USD’000 2014
USD’000
Fee payable to Company’s auditor and its associates for the audit of the parent company and consolidated financial statements 154 237 Fees payable to Company’s auditor and its associated for other services:
The audit of the Company’s subsidiaries 145 92
Audit-related assurance services - 150
299 479
Sedibelo Platinum Mines Limited Notes to the consolidated financial statements for the year ending December 31, 2015
(Expressed in United States Dollars, unless otherwise stated)
47
28. Notes to the parent company separate financial statements
28.1 Loans receivable
2015
USD’000 2014
USD’000
ORKID S.a r.l. 11,746 13,013
Platmin Resources S.a.r.l. 49 31
Kelltech Limited 3,330 3,141
Hodos Holdings Limited 1,189,426 1,114,632
Osier Corporation Limited 269 99
Balance at the end of the year 1,204,820 1,130,916
28.2 Investments in subsidiaries
2015
USD’000 2014
USD’000
Balance at the end of the year 57,896 57,896
Investment in group undertakings are recorded at cost, which is the fair value of the consideration paid. Detail of the Company’s direct and indirect investments in subsidiaries set out in Note 23.