20th Mar 2013 07:00
20 March 2013
Eurasian Natural Resources Corporation PLC
Announcement of 2012 Preliminary Results
Financial Highlights for 2012
·; Financial performance impacted by poor pricing environment.
·; Revenue declined by 18% to US$6,320 million.
·; Cost of sales up 6% to US$3,723 million, as a result of higher depreciation.
·; Underlying EBITDA fell by 45% to US$1,887 million; Underlying EBITDA margin of 29.9%.
·; Non-cash charges for impairment and an onerous contract provision totalling approximately US$1.5 billion, primarily related to Aluminium of Kazakhstan, the Group's contract with RUSAL, and Boss Mining.
·; Basic loss per share of US 62 cents (2011 earnings per share: US 153 cents); earnings per share (adjusted) of US 41 cents (2011: US 155 cents).
·; No final dividend proposed; full year payout ratio of 16% based on interim dividend of US 6.5 cents.
·; Gross available funds of US$743 million; borrowings of US$5,833 million. US$3,000 million of additional facilities obtained since the start of 2012.
Business Highlights for 2012
·; Solid cash flow generation from assets in Kazakhstan; record production volumes for saleable ferroalloys, coal, electricity and copper.
·; Cost control and productivity enhancing initiatives kept unit costs for key products well below initial guidance in the Ferroalloys and Iron Ore Divisions.
·; Capital expenditure cash flows of US$2,345 million; progressed development of the New Aktobe Ferroalloys Plant, copper oxide expansion, Frontier, Chambishi Metals PLC and the expansion of logistics capacity.
·; Consolidation of African copper assets giving ENRC full control to deliver on its strategy while building stronger corporate governance: Frontier and Roan Tailings Reclamation Project ('RTR') processing plants acquired from First Quantum Minerals ('FQM'), award of the Frontier mining licence by the Government of the Democratic Republic of the Congo ('DRC') and acquisition of the remaining 49.5% of Camrose.
·; Acquisition of the outstanding shares in Shubarkol Komir JSC, a high quality, producing coal asset in Kazakhstan.
Outlook for 2013
·; Capital expenditure cash flows of US$1,747 million planned for 2013; emphasis on three of the Group's five key growth projects, namely the New Aktobe Ferroalloys Plant, the Frontier Mine and RTR.
·; Production expected to be at full available capacity across all Divisions; copper volumes expected to double as Frontier is fully commissioned.
·; Ferrochrome market continues to be fundamentally over-supplied; pricing to be impacted by interplay of chrome exports and power issues in South Africa, and cost push pressures on all producers.
·; Easing of unit cost pressures expected and competitive advantage of low-cost position in Kazakhstan to be maintained.
·; Effective tax rate for the year expected to be around 35% - 37% in 2013; social spend to decline to approximately US$50 million.
"2012 was a challenging year for the Group, with deteriorating prices having materially impacted our earnings. However, management's performance partially countered these declines by containing inflationary pressures and maximising output from our key Divisions in Kazakhstan.
It is disappointing to have to announce write-downs and provisions across a number of the Group's assets, which have resulted in a basic loss per share for the year. Approximately 60% of this charge relates to the Group's alumina business and our onerous contract with RUSAL, which is primarily a reflection of the current state of the aluminium market.
The investment of US$2.3 billion into our assets in 2012 is important to our success as it will support our low cost position in Kazakhstan, bring new copper volumes in 2013 and reinforce our market-leading position in ferrochrome. Having completed our capital expenditure review in November, our investment spend going forward will have an even sharper focus, with emphasis on five core growth projects over the next five years.
The management of our balance sheet remains a priority and we have a firm plan in place to fund our immediate development plans, increase production volumes and reduce debt to a more sustainable level in the medium-term. We will also continue with the implementation of rigorous cost control and productivity enhancing initiatives.
Although volatility around pricing will continue, we expect strong demand for our products in the year ahead."
Felix J Vulis, Chief Executive Officer
Eurasian Natural Resources Corporation PLC | |||||
Announcement of 2012 Full Year Results (Unaudited) | |||||
Summary Group Financial Information (Unaudited): | |||||
2012 | vs. | 2011 | |||
In millions of US$ (unless stated otherwise) | 2012 | 2011 | +/- | % | |
Revenue | 6,320 | 7,705 | (1,385) | (18.0)% | |
Cost of sales | (3,723) | (3,517) | (206) | 5.9% | |
Gross Profit | 2,597 | 4,188 | (1,591) | (38.0)% | |
Operating (loss)/profit | (374) | 2,876 | (3,250) | (113.0)% | |
(Loss)/profit before income tax | (550) | 2,755 | (3,305) | (120.0)% | |
Income tax expense | (302) | (769) | 467 | (60.7)% | |
Effective tax rate % | (54.9)% | 27.9% | |||
(Loss)/profit for the year | (852) | 1,986 | (2,838) | (142.9)% | |
Profit attributable to owners of the Company | (804) | 1,974 | (2,778) | (140.7)% | |
(Loss)/earnings per share - basic and diluted (US cents) | (62) | 153 | (215) | (140.5)% | |
Earnings per share - basic and diluted - adjusted (US cents)1 | 41 | 155 | |||
Final dividend per share (US cents) | - | 11.0 | |||
Total dividend per share (US cents) | 6.5 | 27.0 | |||
Depreciation and amortisation | (691) | (515) | (176) | 34.2% | |
Impairment | (1,216) | (24) | (1,192) | 4966.7% | |
Onerous contract provision | (328) | - | (328) | 100.0% | |
Net gain arising from business combinations | 89 | - | 89 | 100.0% | |
Acquisition related (costs)/credit | (26) | 2 | (28) | (1400.0)% | |
Total costs2 | (5,150) | (4,805) | (345) | 7.2% | |
Underlying EBITDA3 | 1,887 | 3,413 | (1,526) | (44.7)% | |
Underlying EBITDA margin %4 | 29.9% | 44.3% | |||
Net cash generated from operations | 1,270 | 2,143 | (873) | (40.7)% | |
Capital expenditure | 2,539 | 1,921 | 618 | 32.2% | |
Gross available funds5 | 743 | 658 | 85 | 12.9% | |
Net debt6 | (5,135) | (972) | (4,163) | 428.3% |
1 Earnings per share - adjusted: (Loss)/profit of the period attributable to owners of the Company adjusted for impairment, onerous contract provision, net gain arising from business combinations and associated tax and non-controlling interests' impact. |
2 Total costs: Cost of sales; distribution costs; general and administrative expenses; exploration costs, and other operating expenses offset by other operating income. |
3 Underlying EBITDA: (Loss)/profit before finance income, finance cost, income tax expense, onerous contract provision, depreciation, amortisation and impairment of property, plant and equipment, intangible assets and other non-current assets, share of profit or loss of joint ventures and associates, net gain arising from business combinations and acquisition related credit/costs expensed under IFRS 3 (revised). 4 Underlying EBITDA margin: Underlying EBITDA as a percentage of revenue. |
5 Gross available funds: Cash and cash equivalents plus term deposits and other financial assets, less non-current available-for-sale financial assets and other restricted financial assets. |
6 Net debt: Cash and cash equivalents less current and non-current borrowings. |
RESULTS OF OPERATIONS (Unaudited)
The following table sets out selected financial information of the Group's operations for the twelve months ended 31 December 2012 and 31 December 2011:
In millions | |||||||||
of US$ | |||||||||
(unless | Alumina | Other | |||||||
stated | and | Non- | Intra Group | ||||||
otherwise) | Ferroalloys | Iron ore | Aluminium | Ferrous | Energy | Logistics | Corporate | Eliminations | Total |
Segment revenue | |||||||||
2012 | 2,618 | 1,834 | 907 | 604 | 767 | 286 | 9 | (705) | 6,320 |
2011 | 3,084 | 2,452 | 1,145 | 657 | 618 | 342 | 11 | (604) | 7,705 |
Segment operating profit/(loss) | |||||||||
2012 | 609 | 643 | (1,024) | (652) | 303 | 52 | (305) | - | (374) |
2011 | 1,040 | 1,404 | 234 | (40) | 299 | 63 | (124) | - | 2,876 |
Segment operating profit/(loss) margin | |||||||||
2012 | 23.3% | 35.1% | (112.9)% | (107.9)% | 39.5% | 18.2% | n/a | - | (5.9)% |
2011 | 33.7% | 57.3% | 20.4% | (6.1)% | 48.4% | 18.4% | n/a | - | 37.3% |
Underlying EBITDA | |||||||||
2012 | 872 | 758 | 41 | (107) | 421 | 78 | (176) | - | 1,887 |
2011 | 1,169 | 1,505 | 332 | 74 | 360 | 95 | (122) | - | 3,413 |
Underlying EBITDA margin | |||||||||
2012 | 33.3% | 41.3% | 4.5% | (17.7)% | 54.9% | 27.3% | n/a | - | 29.9% |
2011 | 37.9% | 61.4% | 29.0% | 11.3% | 58.3% | 27.8% | n/a | - | 44.3% |
% of Group revenue excluding inter-segmental revenues | |||||||||
2012 | 41.2% | 29.0% | 14.0% | 9.6% | 5.5% | 0.6% | 0.1% | - | 100.0% |
2011 | 39.9% | 31.8% | 14.6% | 8.5% | 3.2% | 1.9% | 0.1% | - | 100.0% |
% of Group underlying EBITDA | |||||||||
2012 | 46.2% | 40.2% | 2.2% | (5.7)% | 22.3% | 4.1% | (9.3)% | - | 100.0% |
2011 | 34.2% | 44.1% | 9.7% | 2.2% | 10.5% | 2.8% | (3.5)% | - | 100.0% |
For further information, please contact: | ||
ENRC: Investor Relations | Mounissa Chodieva | +44 (0) 20 7389 1879 |
Charles Pemberton | +44 (0) 20 7104 4015 | |
Alexandra Leahu | +44 (0) 20 7104 4134 | |
ENRC: Press Relations: | Julia Kalcheva | +44 (0) 20 7389 1861 |
M: Communications (Press Relations advisor to ENRC): | ||
Charlotte Kirkham | +44 (0) 20 7920 2331 | |
Andrew Benbow | +44 (0) 20 7920 2344 | |
The information set out in this announcement relates to the twelve months ended 31 December 2012 and, unless otherwise stated, is compared to the corresponding period of 2011, the twelve months ended 31 December 2011. The Chief Executive Officer's Outlook statement includes an update for the period since 31 December 2012. Where applicable in the document all references to 't' are to metric tonnes, to 'kt' are to thousand metric tonnes, and 'mt' to million metric tonnes unless otherwise stated. Unless stated otherwise, statements relating to market data contained in this announcement are based on external sources, for example research institutes and industry bodies and are derived from actual and/or estimated data relating to 2012 and are prepared in 2012 or early 2013.
Eurasian Natural Resources Corporation PLC ('ENRC') will announce its 2012 Preliminary Results on Wednesday, 20 March 2013. There will be a presentation to investors and analysts, commencing at 09.30 (London time) in the Forum room at the London Stock Exchange, 10 Paternoster Square, London, EC4M 7LS, United Kingdom. There will be a simultaneous webcast and audiocast on the ENRC website (www.enrc.com).
Forward-looking statements
This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will', or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include matters that are not historical facts or are statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies, and the industries in which the Group operates. Forward-looking statements are based on current plans, estimates and projections, and therefore too much reliance should not be placed upon them. Such statements are subject to risks and uncertainties, most of which are difficult to predict and generally beyond the Group's control. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. The Group cautions you that forward-looking statements are not guarantees of future performance and that if risks and uncertainties materialise, or if the assumptions underlying any of these statements prove incorrect, the Group's actual results of operations, financial condition and liquidity and the development of the industry in which the Group operates may materially differ from those made in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the Group's results of operations, financial condition and liquidity and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in future periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in regulation, currency fluctuations, changes in business strategy, political and economic uncertainty. Subject to the requirements of the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules or any applicable law or regulation, the Group expressly disclaims any obligation or undertaking publicly to review or confirm analysts' expectations or estimates or to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any changes in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Nothing in this announcement should be construed as a profit forecast. The forward looking statements contained in this document speak only as at the date of this document.
Listing Rules
This 2012 Preliminary Results Announcement has been prepared to meet the requirements of the Listing Rules of the United Kingdom's Financial Services Authority to provide additional information to shareholders and should not be relied on for any other purpose or by any other party.
CHAIRMAN'S STATEMENT
As I enter my second year as Chairman, I grow ever more confident and excited about the transformation taking place at ENRC and the realisation of our potential as a global mining business.
Over the past two years the underperformance of ENRC against its peers has largely been driven by the following factors: concerns over corporate governance; a lack of strategic clarity regarding the development of our international assets; rising cost inflation in Kazakhstan; and our increasing leverage.
Since taking over as Chairman we have made considerable progress on the corporate governance front. We have also completed a strategic review of our business, resulting in renewed focus on our core strengths in the ferroalloys and iron ore markets, as well as a commitment to expedite the development of our copper assets in Africa. We have a firm plan in place to manage our liquidity requirements and reduce our net debt position in the medium-term to a more sustainable level. We also made good progress with the management of cost inflation which came in well below guidance. The primary focus for 2013 will be to maximise shareholder value through the implementation of the above strategic priorities.
2012 was flanked by two important acquisitions in Africa which were essential to our aim of enhancing corporate governance and achieving our strategic priorities. These acquisitions - the first to acquire the processing plants in respect of the RTR project and the Frontier mine in the Democratic Republic of the Congo, the second to acquire the outstanding 49.5% of Camrose Resources Limited - gave us full control of our assets in the DRC to ensure enhanced accountability. In July we were also awarded a new mining licence in respect of the Frontier mine. I am pleased to report excellent progress with the development of Frontier, which will produce its first concentrate and generate meaningful cash flow during 2013. The next two years will see us focus our attention and investment expenditure on our copper projects in Africa, with our long-term goal of 200 thousand tonnes per annum of combined copper production from Frontier, RTR and Boss Mining.
In line with our strategy of reinforcing our position within the Eurasian region, we acquired the outstanding ordinary shares that we did not own in Shubarkol Komir JSC, a high quality, producing coal asset in Kazakhstan. This acquisition enables us to sustain our low-cost position and secure supply of high quality thermal coal and semi-coke for our operations in Kazakhstan.
As a result of increasing cost pressures and weakening commodity markets, the Group has recognised impairment charges and an onerous contract provision totalling US$1,544 million which has resulted in a basic loss per share of 62 cents (2011 earnings per share: US 153 cents).
The poor pricing environment in the second half of the year materially impacted the Group's earnings. As a result the Board have decided not to declare a final dividend. However, the dividend paid in October in respect of H1 2012 of US 6.5 cents still represents a 16% payout ratio based on our earnings per share (adjusted) for the full year, in line with the Group's dividend policy.
Throughout 2012 senior management and the Board have had a regular dialogue on key risks relating to the Group's strategic objectives. We know that some of the jurisdictions in which the Group operates pose particular and often heightened risks that need to be managed appropriately. There are on-going processes in place for identifying, assessing, managing, monitoring and reporting on the significant risks faced by the Group.
We are acutely aware of our obligations with regards to compliance with all applicable laws and regulations, as well as our corporate value for fair dealing. We have compliance officers across our operations, and these numbers increased again during 2012.
Last year I committed to continue to strengthen the Board and I am delighted that Dr Mohsen Khalil and Mr Richard Burrows joined us in June 2012. Both of them have settled well into their roles, bringing their expertise to bear on the issues affecting the Company. In particular, Dr Khalil has a strong background in emerging markets, project finance and business procedures and has taken a considerable interest in our activities in Africa and Mr Burrows has extensive public company experience which has helped sharpen Board practices and accountability. In addition, we undertook a thorough review of our Board committees and I am pleased to note that each of the refreshed committees works well. Mr Terence Wilkinson was appointed as Senior Independent Director in May 2012 and he has been a great resource to me as Chairman; his energy and commitment have been valuable in helping the Board achieve its goals in the year.
We continue to look at the composition of the Board, mindful of the need to progressively refresh the Board and its committees, and in addition to this we will also look to strengthen the management team. Meanwhile I thank all the Directors, on your behalf, for their contribution during the year.
CHIEF EXECUTIVE OFFICER'S STATEMENT
2012 was a difficult year for all businesses in our sector, and ENRC has not been immune to the increasingly challenging market conditions. Prices materially declined as the year progressed, particularly for our major commodities of ferroalloys and iron ore. This has led to an underlying EBITDA of US$1,887 million, a fall of 44.7% against the previous year and a decrease of 74% in earnings per share (adjusted) to US 41 cents (2011: US 155 cents). The impact of additional charges, relating to impairments and an onerous contract provision totalling US$1,544 million has resulted in a basic loss per share of US 62 cents (2011 earnings per share: US 153 cents).
Focusing on production and cost containment
With prices falling against the backdrop of a volatile economic climate, the year saw our teams focus on maximising production from our low-cost assets in Kazakhstan, and successfully restricting cost inflation to well below the guidance given at the start of 2012. I am pleased to report that unit costs for iron ore only increased by 10%, while unit costs for ferroalloys rose less than 3% year-on-year.
The early part of the year saw mixed operational fortunes, particularly with respect to processing issues at Aluminium of Kazakhstan. However, our production performance recovered well in the second half, and this led to record saleable production in the Ferroalloys and Energy Divisions, as well as our best quarter in the past two and a half years for saleable production in the Iron Ore Division. In the Other Non-ferrous Division we recorded a significant increase in copper production year-on-year.
Investing for success
Despite the economic climate, we again took the opportunity to invest record sums in order to underpin our future success. During the year, our investment expenditure rose to US$2.3 billion (2011: US$2.1 billion), with our primary focus being the further expansion of our portfolio of high quality projects.
In Kazakhstan we continued to strengthen our integrated and low-cost operational model and made considerable progress on developing our New Aktobe Ferroalloys Plant. This project, which will be the world's most cost-effective high-carbon ferrochrome production facility, remains on budget and on-track for commissioning in Q4 2013. In the Alumina and Aluminium Division we completed all major construction works on the anode plant, which will reduce our dependence on third party suppliers - while the Logistics Division saw further investment in the railway fleet, through the acquisition of an additional 2,488 wagons.
Developments in Africa included an investment to expand copper oxide production at Boss Mining, which now has a capacity of 40 ktpa. We also completed the expansion of the solvent extraction and electrowinning ('SX/EW') capacity at Chambishi. However, Chambishi will require the construction of a second roaster before operating at full capacity of 55 ktpa. Refurbishment of the Frontier processing plant and pre-stripping works at the mine site also got underway in the second half of the year. Gaining an environmental licence for our port site in Brazil has been a complex challenge, so we were delighted to be awarded the Preliminary Licence during November 2012, as this adds incremental value to the project.
In November, we announced the findings of our capital expenditure review for the next five year period. Given the current market trends, we have adopted a disciplined capital allocation approach and prioritised those projects that offer the highest returns combined with the shortest payback periods. As a consequence our focus going forward will be on completing the New Aktobe Ferroalloys Plant, three copper projects in Africa (Frontier, RTR and the Boss Mining Concentrator) and iron ore expansion in Kazakhstan at SSGPO.
Our investment programme reflects our determination to deliver value to all shareholders over the coming years by maintaining our leading low cost position, continuing to expand our product portfolio and develop our existing asset base. At the same time, we are actively reviewing our non-core assets and the opportunities that these may provide through either disposals or development partnerships.
Supporting our people
Our people are at the heart of what makes ENRC a successful Group. It is their commitment and skills that drive us forwards - and we owe it to them to adopt the highest standards of health and safety.
I was greatly saddened by the 18 fatalities (2011: 13) that took place, of which 10 were employees (2011: 11). The year saw an increase in the number of contractors working at our sites and, partly as a result, the number of contractor fatalities increased to eight (2011: 2). On behalf of the Board and senior management team, I would like to express sincere condolences to all of the families involved in these tragic circumstances.
Furthermore, in 2012 we extended and clarified our lost time injury ('LTI') definitions to be better aligned with international practices, as part of this we now include exploration sites. We experienced 103 LTIs to employees (2011: 64). The lost time injury frequency rate for employee cases was 0.72 in 2012 (0.50 in 2011). These numbers include all reported fatality cases.
I believe that improved reporting has had some impact on these performance figures, but that does not mask our concern at the rise in the number of incidents. We are now actively reviewing our safety improvement programmes to determine how we can enhance their effectiveness and are also seeking to improve our processes surrounding contractor safety management and supervision.
Looking ahead
Although we expect the stainless steel industry to continue to grow at around 4% during 2013, the ferrochrome market remains fundamentally oversupplied. The export of chrome ore from South Africa continues to sustain high cost Chinese ferrochrome production and the supply of UG2 based chrome ore is projected to increase further over the coming years. The effect of supply of Chinese product to the market will be countered by power shortages in South Africa, which will limit expansion, as well as by cost push pressures which will impact all producers. Furthermore, any extension to Eskom's power buy-back scheme in South Africa will continue to restrict supply. Primarily it is the interplay of these factors that will drive pricing during 2013.
We will continue with our programme of investment during 2013, and our total estimated capital spend including expansionary and sustaining projects will total US$1.7 billion. We will concentrate on the delivery of three projects: the New Aktobe Ferroalloys Plant in Kazakhstan and the development of both the Frontier and RTR copper projects in the DRC. We continue to review the scope of our iron ore expansion programme in Kazakhstan, in the light of supply and demand pressures, as well as our expansion at Boss Mining.
As always, our people will be one of our key differentiators. It has been a privilege to work alongside so many talented and committed people during the year and I look forward to doing so again in 2013. I thank them for their continued passion and hard work.
Felix J Vulis
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REVIEW
In a challenging environment the Group generated underlying EBITDA of US$1,887 million, down 45% from 2011. This was underpinned by production at full available capacity in the Ferroalloys Division, close to full available capacity in the Iron Ore Division and maintenance of our position as a low cost producer. The Group's performance for the year was significantly impacted by the continuing deterioration of commodity prices. Other factors which led to the underlying EBITDA reduction compared to the prior year included our on-going investment in and expansion of our copper/cobalt operations in Africa and processing difficulties in alumina production.
Revenue for the year ended 31 December 2012 decreased by 18.0% to US$6,320 million (2011: US$7,705 million). The decrease in commodity prices was particularly strong in the second half of the year and had a severe impact on revenue. In total, US$1,242 million of the reduction in revenue compared to 2011 was as a result of commodity price declines in the year. Changes in volumes had a modest influence on the Group's decrease in revenue, as lower sales volumes of ferroalloys and alumina were partially compensated by higher sales of iron ore, copper and additional volumes of coal from Shubarkol following the acquisition of the outstanding ordinary shares in that business in April 2012.
The increase in the scale of operations in Africa and the continued development of our assets across the Group were the main reasons for the increase in operating costs. Excluding depreciation and amortisation (resulting from investments in property, plant and equipment) and exploration costs which support the long-term development of our mineral base, total operating costs increased by 2% compared to the previous year. This increase was mainly driven by materials inflation although this inflation was not as severe as that seen in the prior year and an increase in wage rates in our operations in Kazakhstan and Russia from 1 July 2012. At the same time lower Mineral Extraction Tax ('MET') and favourable exchange rates for the Kazakhstani tenge, to a large extent, mitigated these inflationary factors.
In total, the Group's underlying EBITDA was 44.7% below that achieved in 2011, with 82% of the reduction driven by lower commodity prices.
As a result of the weakness in commodity prices and continuing cost pressures, the Group has recognised impairment charges totalling US$1,216 million in the 2012 results. Further detail of these impairment charges is set out later in this review. In addition, the Group has recognised an onerous contract provision totalling US$328 million in respect of its alumina supply contract with RUSAL.
The basic loss per share for 2012 was US 62 cents (2011: earnings per share of US 153 cents) as a result of the impairment charges and onerous contract provision. Earnings per share (adjusted) which excludes these charges, the net gain arising from business combinations and related tax and share of minority interest effects was US 41 cents per share (2011: US 155 cents per share).
During 2012, the Group completed the acquisitions of the former FQM assets in March 2012 and the outstanding ordinary shares in Shubarkol and Camrose in April 2012 and December 2012 respectively. Details regarding these acquisitions can be found in note 5 to this preliminary announcement. As a result of these acquisitions we have consolidated these businesses from their respective dates of acquisition. The total contribution from the acquisition of Shubarkol to the Group's underlying EBITDA was US$90 million. The contribution to the Group's underlying EBITDA from the acquisition of the former FQM assets was a loss of US$14 million as we began the work to develop these assets. Camrose did not make a material contribution to the Group as it was only acquired on 28 December 2012.
To fund capital expenditure and acquisitions, in 2012 the Group secured an additional US$3,000 million of bank facilities and also issued a three year US$500 million promissory note as part of the FQM transaction. All of the Group's facilities, excluding the Group's revolving credit facility ('RCF') and part of the Export Credit Facilities, were fully drawn as at 31 December 2012.
The Group's credit rating is currently BB- with Standard & Poor's and Ba3 with Moody's. Both agencies currently have the Group on negative outlook.
To strengthen its liquidity position the Group has refinanced its RCF in February 2013, increasing the facility to US$500 million and extending the maturity to 2015. Additionally the Group is at an advanced stage of negotiation over a new US$700 million debt facility.
The existing US$3,000 million Euro Medium Term Note programme signed in 2010 has not yet been utilised, although we continue to consider this programme as an integral part of our future funding strategy.
INCOME STATEMENT
Revenue
Revenues decreased significantly to US$6,320 million (2011: US$7,705 million) primarily as a result of reduced commodity prices for all key products, in particular iron ore, ferroalloys and aluminium.
The average realised prices for ferroalloys decreased by 9.8% compared to the average realised prices for the same period last year. The chrome ore average realised price was 41.5% lower which also reflected a higher share of low-grade ore sold in 2012. Manganese concentrate average realised prices were 9.4% below 2011 levels. In addition, the Ferroalloys Division revenue was further reduced due to lower sales volumes of ferroalloys as a result of the exclusion of Tuoli from our consolidated results.
Average realised prices for iron ore in the first half of 2012 were substantially lower in comparison with the previous year and decreased further in the third quarter of 2012 which led to an additional decline in the Division's full year revenue compared to 2011. Average realised prices for iron ore concentrate and iron ore pellets were 30.4% and 25.1% lower respectively compared to the prior year.
The Alumina and Aluminium Division's revenue was mainly affected by lower realised prices. There was also a negative impact from reduced sales volumes caused by production difficulties at the alumina refinery.
Cost of sales
Cost of sales increased by 5.9% to US$3,723 million (2011: US$3,517 million). However, excluding the impact of higher non-cash depreciation and amortisation due to the Group's enhanced asset base, the Group's total cost of sales remained at 2011 levels.
Materials inflation increased costs, although as mentioned earlier, this impact was not as severe as in 2011. Increases in wage rates at our main operations in Kazakhstan and Russia in the second half of 2012 added to cost growth.
To mitigate the decreasing margins in the second half of 2012, the Group implemented additional measures to cut costs. In addition, the increase in cost of sales was to a large extent compensated by lower MET and a favourable exchange rate for the Kazakhstani tenge.
Distribution costs
Distribution costs increased by 5.8% to US$530 million (2011: US$501 million) mainly as a result of US$27 million of additional transportation costs. This was driven by increased sales volumes of iron ore and copper coupled with the transportation of these products to more remote destinations and higher sales of coal following the inclusion of Shubarkol's shipments.
General and administrative costs
General and administrative costs in 2012 increased by 5.9% to US$733 million (2011: US$692 million). Professional and other services fees increased by US$51 million reflecting increased strategic development and compliance activity. Staff costs rose by US$38 million compared to the prior year mainly reflecting the increased scale of operations.
Excluding the one off payment of US$98 million made to the Nazarbayev fund in 2011, the Group made increased sponsorship and donations payments in 2012 primarily in supporting the construction of a new opera house in Astana (2012 US$64 million: 2011 US$19 million). Further detail regarding our social investment projects will be set out in the Group's Annual Report and Accounts and Sustainable Development Report to be published in quarter 2.
Exploration costs
Exploration costs increased by 93.5% to US$149 million (2011: US$77 million) mainly as we continued developing the Other Non-ferrous Division assets.
Impairment charge and onerous contract provision
The Group recognised an impairment charge of US$1,216 million and onerous contract provision totalling US$328 million as detailed below:
In millions of US$ | 2012 |
Cash-generating units | |
Aluminium of Kazakhstan | 608 |
Boss Mining Group | 240 |
Zhairemsky GOK | 124 |
Chambishi | 96 |
1,068 | |
Available for sale assets | |
Northam Platinum Limited | 120 |
Other available for sale assets | 3 |
Other | 25 |
Total impairment charge | 1,216 |
Onerous contract provision | |
RUSAL contract | 328 |
·; Aluminium of Kazakhstan ('AoK'): impairment of US$608 million mainly due to lower long-term prices for alumina associated with the deteriorating conditions of the aluminium market and increasing inflationary pressure on key cost items;
·; Onerous contract: a provision of US$328 million relating to the Group's contract with RUSAL for the supply of approximately 1.2 million tonnes of alumina per annum. Due to the continued weakness in the price of alumina the cost of fulfilling the contractual obligations exceeds the economic benefits expected from the contract;
·; Boss Mining Group: impairment of US$240 million mainly due to delay of the development of the Boss Mining concentrator driven by the reprioritisation of the Group's copper projects in the DRC. This affected the capital expenditure profile, which impacted the timing of associated cash inflows at Boss Mining and has also resulted in higher production costs;
·; Zhairemsky GOK: impairment of US$124 million due to expected future operating losses affected by a high cost of production and continued limited market opportunities for its manganese products;
·; Chambishi: impairment of US$96 million is driven by the deferral of capital expenditure as a result of the reprioritisation of the Group's copper and cobalt projects and consequential higher production costs; and
·; Available for sale financial assets: impairment of US$120 million relating to the Group's interest in Northam Platinum Limited following a prolonged and significant reduction in the share price below ENRC's entry cost.
Further detail regarding these non-recurring charges is set out in note 9.
Net other operating expenses
Net other operating expenses consisted mainly of foreign exchange gains and losses from operating activities.
Net finance costs
Net finance costs (after interest capitalised in respect of qualifying projects) increased by 83.7% to US$226 million (2011: US$123 million) as a result of the increased funding requirements to support the Group's investment programme and strategic development. Total interest capitalised during the year was US$59 million (2011: US$nil).
Share of (loss)/profit of joint ventures and associates
The net share of loss of joint ventures and associates amounted to a US$39 million loss (2011: US$2 million profit) which arose primarily from the Group's interest in Camrose during the year.
Net gain arising from business combinations
The net gain of US$89 million arising from business combinations is a result of the requirement under IFRS to revalue the Group's existing interest in a joint venture or associate to fair value when the remaining interest is acquired as part of a business combination. Further details of how this gain arises from the acquisitions of Shubarkol and Camrose are set out in note 5.
Taxation
The Group's income tax charge for the year was US$302 million (2011:US$ 769 million) an Effective Tax Rate ('ETR') of minus 54.9% (2011: 27.9%).
Excluding the impact of impairments, the onerous contract provision and the net gain arising from business combinations, the Group's adjusted income tax expense for the year ended 31 December 2012 was US$401 million (2011: US$769 million), an adjusted ETR of 44.3% (2011: 27.7%).
The adjusted ETR in Kazakhstan was broadly stable, however the adjusted Group ETR increased, mainly because of the Group's lower profitability and the greater proportion of losses resulting from investment in greenfield sites.
BALANCE SHEET
The Group's net book value of property, plant and equipment at 31 December 2012 was US$14,591 million (2011: US$9,891 million), an increase of 47.5%. Goodwill and other intangibles at 31 December 2012 totalled US$1,754 million (2011: US$1,410 million), an increase of 24.4%.
The increases in property, plant and equipment and goodwill arose primarily from the acquisitions of the former FQM assets and related Frontier licence, Shubarkol and Camrose.
Further property, plant and equipment expenditure relating to the Group's capital expenditure projects in 2012 is set out in the capital expenditure section later in this review.
In total, these acquisitions gave rise to an increase in property, plant and equipment of US$4,034 million of which US$2,964 relates to mineral rights. Goodwill arising on these transactions totalled US$633 million which arose primarily as a result of the recognition of related deferred tax liabilities on the mineral rights acquired. Further detail in respect of these acquisitions can be found at note 5 to this preliminary announcement.
The Group's gearing has increased significantly as a result of additional borrowings being drawn down to fund acquisitions and capital expenditure projects. Gearing increased to 34.5% at 31 December 2012 from 8.2% at 31 December 2011. A summary of the Group's borrowings is set out in note 17 to this preliminary announcement with further commentary in the Funding and Liquidity section of this review.
The Group's return on capital employed was 7.9% (2011: 23.4%). The calculation of return on capital employed is set out in note 20 to the preliminary announcement. The decrease reflects the growth in capital employed (primarily debt funding) which has been used to fund acquisitions and projects which are not yet in production or not yet at full production.
CASHFLOW
Net cash generated from operating activities
The Group generated US$1,270 million of net cash from operating activities (2011: US$2,143 million), a fall of 40.7% as a result of the Group's lower profitability. Working capital requirements reduced marginally during the year by US$36 million (2011: increase of US$378 million) despite increases in inventory primarily within the Ferroalloys division as a result of poor weather at the year end and congestion at the Chinese border and offset by reductions in trade receivables.
Net cash used for investing activities
During the year the Group utilised a total of US$4,521 million for investing activities (2011: US$2,656 million). The primary use of these funds was for the acquisition of property, plant and equipment (2012: US$2,306 million, 2011: US$2,121 million) and in respect of the acquisition of subsidiaries (2012: US$1,958 million, 2011: US$281 million).
Net cash flow used for financing activities
The Group generated a cash inflow of US$3,331 million (2011: US$448 million cash outflow) from its financing activities during the year ended 31 December 2012. This includes: US$3,950 million drawn from unsecured term loan facilities, US$136 million drawn from various export credit facilities, less repayment of borrowings of US$338 million (2011: US$154 million) and cash outflows for dividends of US$233 million (2011: US$448 million).
FUNDING AND LIQUIDITY
Funding activities
The Group secured additional liquidity during the year with the signing of two bank facilities: US$2,000 million facility with Sberbank of Russia and an additional US$1,000 million with Russian Commercial Bank (Cyprus) Limited (part of the VTB group). Both facilities are unsecured and were fully drawn as at 31 December 2012.
On 12 February 2013, the Group refinanced its existing revolving credit facility, increasing the facility from US$467 million to US$500 million and extending the maturity to 2015.
During the year, the Group did not utilise the US$3,000 million Euro Medium Term Note programme signed in 2010 and as at 31 December 2012 there were no issues under the programme.
Debt structure
The table below shows the Group's debt maturity profile including terming out US$1,000 million of debt from 2014 to 2016.
In millions of US$ | 2012 |
2013 | 279 |
2014 | 1,533 |
2015 | 1,147 |
2016 | 1,731 |
2017 | 231 |
2018 | 68 |
2019 | 68 |
2020 | 564 |
2021 - 2025 | 212 |
Total | 5,833 |
As at the end of 2012, the average maturity of outstanding debt was 3.9 years (2011: 6.0 years) and net gearing at 31 December 2012 was 34.5% (2011: 8.2%).
The Group's policy is to maintain a balance between fixed and floating interest rates within its debt portfolio. This is principally achieved by using a mix of floating and fixed interest rate borrowings. As at 31 December 2012, 59% of the Group's borrowings incur floating rate interest, while the remaining 41% incur fixed rate interest.
The Group's debt is denominated primarily in US$ (95% of total debt) with the remainder being denominated in EUR (5% of total debt). The majority of the Group's EUR debt has been swapped into US$ as at 31 December 2012.
Cash and cash equivalents by region
The Group holds cash and cash equivalents in the following geographic regions:
In millions of US$ | 2012 | |
Europe and Middle East | 314 | |
Eurasia | 297 | |
Africa | 60 | |
Rest of the World | 27 | |
Total | 698 | |
CAPITAL EXPENDITURE
2012 Capital Expenditure
In 2012, the Group's cash outflow in respect of capital expenditure amounted to US$2,345 million (2011: US$2,134 million) an increase of US$211 million, or 10%.
The geographical split of capital expenditures for 2012 was as follows: Kazakhstan US$1,732 million, Africa US$514 million, Brazil US$52 million and other US$47 million.
Cash outflow for Capital Expenditure
In millions of US$ | 2012 | 2011 |
Expansionary | 1,761 | 1,601 |
Sustaining | 584 | 533 |
Total | 2,345 | 2,134 |
Main Capital Expenditure Projects | |||
In millions of US$ | Current estimated cost | Division | Date of commissioning |
Main Growth Projects | |||
New Aktobe Ferroalloys Plant 1 - 440 ktpa | 750 | Ferroalloys | 2013 |
Iron ore expansion programme (Kazakhstan)2 | 1,800 | Iron Ore | 2018-2019 |
Frontier | 440 | Other Non-ferrous | 2013 |
RTR | 440 | Other Non-ferrous | 2015 |
Boss Mining expansion programme3 | 725 | Other Non-ferrous | 2016 |
Total | 4,155 | ||
Completed Projects | |||
Anode production plant | 298 | Alumina and Aluminium |
2012 |
Expansion of copper (oxide) production | 150 | Other Non-ferrous | 2012 |
Chambishi copper plant (LME grade A) | 90 | Other Non-ferrous | 2012 |
Railway fleet expansion | 210 | Logistics | 2012 |
Total | 748 |
1 Previously as expansion/replacement of ferroalloy smelting capacity (Aktobe) - 440 ktpa.
2 Includes: concentrator expansion, pelletiser, HBI plant and mine expansion.
3 Previously as expansion of copper (sulphide) production.
DIVISIONAL OVERVIEW
Ferroalloys Division
The Ferroalloys Division primarily produces and sells ferrochrome, as well as other ferroalloys, for use as alloying products in the production of steel, whilst manganese and chrome ore are sold to third-party producers of ferroalloys as well as the chemical industry. ENRC is the largest ferrochrome producer in the world by chrome content and the lowest cost producer of high-carbon ferrochrome. The Ferroalloys Division is vertically integrated, having its own chrome ore and manganese ore mines feeding its ferroalloy production in Kazakhstan and Russia. In addition to its own ore, the Division also benefits from competitively priced electricity supplied by the Energy Division, as well as having a gas-fired power station at its Aktobe plant.
Iron Ore Division
The Iron Ore Division consists of producing assets in the Republic of Kazakhstan and exploration and development assets in Brazil. In Kazakhstan the Iron Ore Division produces and sells iron ore concentrate and pellets primarily to steel producers and on the basis of full year 2012 data, is a material exporter of iron ore and in the lowest quartile of the global cost curve. Kazakhstan-based operations include iron ore mines, crushing, beneficiation and pelletising plants and a thermal power station. In Brazil, the Division is focused on the development of a high-quality iron ore deposit in the Caetite region in the State of Bahia, as well as two early stage exploration projects, both located in the State of Minas Gerais.
Alumina and Aluminium Division
The Alumina and Aluminium Division produces and sells alumina to aluminium producers, and also produces and sells the Group's own aluminium. ENRC believes, based on full year 2012 data, that the Alumina and Aluminium Division is the world's 14th largest supplier of traded alumina by volume and is at the lower end of the global industry cost curve for aluminium. The Alumina and Aluminium Division's vertically integrated operations include: bauxite mines, a limestone mine, an alumina refinery, an aluminium smelter and a power station.
Energy Division
The Energy Division is one of the largest electricity providers in the Republic of Kazakhstan, accounting for approximately 15.8% of the country's recorded electricity production in 2012 (2011: 16.2%). Taking into account all of the energy generation facilities of ENRC, including SSGPO, the alumina refinery (Aluminium of Kazakhstan ('AOK')) and the Aktobe ferroalloys smelter ('Kazchrome'), the Group's share of Kazakhstan's energy supply was 21.4% in 2012 (2011: 22.3%). The Energy Division provides a cost-effective energy supply to the Group's other principal Kazakhstani operating divisions, with internal consumption of 73.2% (2011: 71.5%) of the electricity produced in 2012, as well as producing a surplus for sales to third parties in Kazakhstan.
Other Non-ferrous Division
The Other Non-ferrous Division operates principally in the Democratic Republic of the Congo ('DRC'), where it mines copper and cobalt and processes the ore through Boss Mining Sprl ('Boss'), a subsidiary of ENRC, with the State-owned La Générale des Carrières et des Mines ('Gécamines') as a minority (30%) partner. ENRC also owns Camrose Resources Limited, whose primary assets, held through its subsidiaries, includes interests in five copper and cobalt exploitation licences situated in the DRC. In Q1 2012, ENRC acquired additional processing capacity at the Roan Tailings and Reclamation Project ('RTR') and at the Frontier mine. Chambishi Metals PLC, acquired in April 2010 and located in Zambia, processes material mined in the DRC at Boss and once the Frontier mined is fully commissioned, will process concentrate from the Frontier mine. The Other Non-ferrous Division's copper and cobalt operations include open cast mines, crushing, beneficiation, concentrator plants and an electro-winning facility in the DRC and the Chambishi copper and cobalt smelter in Zambia. In addition, the Other Non-ferrous Division includes a number of development prospects: Mozambique - coal; Mali - bauxite; Zimbabwe - platinum; and South Africa - fluorspar, coal and manganese. The Group's African logistics and trucking business, SABOT, operates in Central and Southern Africa.
Logistics Division
The Logistics Division provides transportation and logistics services to the Group's principal Kazakhstani operating Divisions, as well as to third parties. The Division's operations include freight forwarding and wagon and railway repair services. The availability of these services within the Group mitigates many of the risks associated with the supply of raw materials and delivery of products to customers. In addition, the Division operates a railway transfer and reloading terminal on the Kazakhstan/China border, facilitating the Group's access to the Chinese market.
OPERATING AND FINANCIAL REVIEW |
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Ferroalloys Division |
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| Years ended 31 December | |||
Key Facts1 |
| 2012 | 2011 | % Change |
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Third-party Sales Volumes |
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High-carbon ferrochrome | '000t | 1,078 | 1,072 | 0.6% |
Medium-carbon ferrochrome | '000t | 44 | 49 | (10.2)% |
Low-carbon ferrorchrome | '000t | 76 | 86 | (11.6)% |
Ferrosilicochrome | '000t | 77 | 71 | 8.5% |
Ferrosilicomanganese | '000t | 170 | 173 | (1.7)% |
Ferrosilicon | '000t | 42 | 45 | (6.7)% |
Total Ferroalloys | '000t | 1,487 | 1,496 | (0.6)% |
Chrome ore | '000t | 496 | 568 | (12.7)% |
Manganese concentrate | '000t | 599 | 652 | (8.1)% |
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Production Volumes |
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Chrome ore | '000t | 3,730 | 3,567 | 4.6% |
Manganese ore concentrate | '000t | 954 | 1,009 | (5.5)% |
Ferroalloys total gross | '000t | 1,754 | 1,725 | 1.7% |
Ferroalloys total net | '000t | 1,525 | 1,500 | 1.7% |
High-carbon ferrochrome gross | '000t | 1,199 | 1,185 | 1.2% |
High-carbon ferrochrome net | '000t | 1,082 | 1,073 | 0.8% |
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Prices |
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Ferroalloys | US$/t | 1,597 | 1,770 | (9.8)% |
Chrome ore | US$/t | 196 | 335 | (41.5)% |
Manganese concentrate | US$/t | 155 | 171 | (9.4)% |
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Unit Costs2 |
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Ferroalloys | US$/t | 966 | 939 | 2.9% |
Chrome ore | US$/t | 48 | 59 | (18.6)% |
Manganese concentrate | US$/t | 138 | 115 | 20.0% |
1 2011 numbers as restated to exclude Tuoli.
2 Unit costs: Cost of sales divided by sales volumes.
Analysis of third-party revenue by destination: | ||
2012 | 2011 | |
Asia Pacific | 48.0% | 45.4% |
Europe and Middle East | 24.3% | 23.4% |
Eurasia | 17.8% | 21.4% |
Rest of the World | 9.9% | 9.8% |
Total | 100.0% | 100.0% |
Production
In 2012, the Ferroalloys Division produced: 3,730 kt of saleable chrome ore (2011: 3,567 kt); 954 kt of saleable manganese ore concentrate (2011: 1,009 kt); and 1,754 kt of ferroalloys (2011: 1,725 kt), including 1,199 kt (2011: 1,185 kt) of its primary product, high-carbon ferrochrome. In 2012, 229 kt (2011: 225 kt) of ferroalloys were consumed internally.
Sales and Pricing
The European ferrochrome benchmark price in 2012 moved up from US$1.15 per pound of chrome in Q1 to US$1.35 in Q2 mostly on the back of energy cost pressures on South African producers and perceived improving market conditions. The benchmark price dropped to US$1.25 in Q3 and declined again in Q4 to US$1.10 as the market caught up with the reality of the worsening global economic situation. Falling prices in the second half of 2012 were driven by concerns over nickel pricing, excess stainless capacity in China and the on-going crisis in Europe.
During Q2 and Q3 2012 the benchmark did not accurately reflect the reality of pricing in the ferrochrome market, with spot prices well below the benchmark. This resulted in heightened discussions around the extent that the European benchmark would continue as a valid pricing mechanism for ferrochrome. These discussions faded in Q4 as the benchmark price better aligned with real market levels and ferrochrome market conditions continued to weaken, in line with the worsening outlook for the global economy. In 2012, the Group's regional mix of sales saw a growth in volumes sold into China at a cost of lower sales to Japan. This reflected difficult market conditions for the Japanese steel makers, caused by the strong Japanese Yen, a contracting domestic market, and intense competition from China and Korea. Sales volumes into Europe and the USA stayed more or less in line with those of 2011.
Ferroalloys Division | |||
Summary income statement | |||
Years ended 31 December | |||
In millions of US$ (unless stated otherwise) | 2012 | 2011 | % Change |
Revenue | 2,618 | 3,084 | (15.1)% |
Third parties | 2,604 | 3,069 | (15.2)% |
Inter-segment | 14 | 15 | (6.7)% |
Cost of sales | (1,434) | (1,517) | (5.5)% |
Gross profit | 1,184 | 1,567 | (24.4)% |
Distribution costs | (277) | (306) | (9.5)% |
General and administrative expenses | (182) | (206) | (11.7)% |
Exploration costs | - | (1) | (100.0)% |
Impairments | (124) | (7) | 1671.4% |
Net other operating income/(expense) | 8 | (7) | (214.3)% |
Operating profit | 609 | 1,040 | (41.4)% |
Operating profit margin % | 23.3% | 33.7% | |
Add back: | |||
Depreciation and amortisation | (139) | (122) | 13.9% |
Impairments | (124) | (7) | 1671.4% |
Underlying EBITDA | 872 | 1,169 | (25.4)% |
Underlying EBITDA margin % | 33.3% | 37.9% |
Ferroalloys Division
Results for the year
The Ferroalloys Division contributed US$872 million or 46.2% to the Group's underlying EBITDA (2011: US$1,169 million; 34.2%), a US$297 million decrease due to adverse market conditions resulting in a decline in realised sales prices and volumes.
In 2012 the Ferroalloys Division sold 1,487 kt of ferroalloys, 55 kt less than in 2011 although 84% of this decrease is attributable to the exclusion of Tuoli. Chrome ore sales decreased 12.7% to 496 kt (2011: 568 kt).
Total revenue for the Division fell US$466 million compared to the previous period. A decline in commodity prices reduced the Division's revenue by US$321 million. A higher proportion of sales to China in the second half of the year at lower average prices also contributed to a lower realised price for 2012 compared to the prior year. A further reduction in revenue of US$147 million was due to lower sales volumes. US$114 million of the decline related to ferrochrome, of which US$70 million was attributable to Tuoli. Further US$24 million was attributable to chrome ore as less volume was available for sales to the third parties. Sales of other goods and services improved revenue by US$2 million.
Cost of sales decreased by US$83 million of which US$72 million was attributable to lower sales volumes (including US$69 million relating to Tuoli). This was partially offset by a US$17 million rise in depreciation and amortisation costs. Unit cost of ferroalloys was broadly at the same level as 2011, excluding Tuoli, unit cost increased 2.9%. Higher costs of electricity, repairs and depreciation throughout the year and increased labour rates in H2 2012 were mitigated by a significant decrease in Mineral Extraction Tax (MET), partial replacement of Chinese coke to a cheaper Russian substitute and a reduction in prices for Russian coke. The Division's total MET amounted to US$134 million (2011: US$173 million).
Distribution costs reduced by 9.5% to US$277 million (2011: US$306 million) mainly as a result of lower sales volumes. A shorter average delivery distance also had an impact on the reduction of transportation costs as there was a higher share of HC FeCr shipments to China and a lower share to Japan.
General and administrative expenses reduced by 11.7% to US$182 million (2011: US$206 million). The decrease of US$24 million was primarily due to lower social investments, lower provisions against loans and receivables when compared to 2011 and the exclusion of Tuoli.
A charge of US$124 million has been recognised in respect of impairment of the assets in respect of Zhairemsky GOK as a result of the continuing weakness in prices and demand for manganese products.
Capital Expenditure
The new Aktobe ferroalloys plant is a strategic investment in the Ferroalloys Division. This project consists of construction of four Direct Current (DC) furnaces with a total capacity of 440 ktpa. The planned Q4 2013 commissioning date and total project cost of US$750 million remain unchanged.
Iron Ore Division |
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Key Facts |
| 2012 | 2011 | % Change |
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Third-party Sales Volumes |
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Iron ore concentrate | '000t | 8,856 | 8,241 | 7.5% |
Iron ore pellet | '000t | 7,181 | 7,626 | (5.8)% |
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Production |
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Iron ore mined | '000t | 40,966 | 43,212 | (5.2)% |
Iron ore primary concentrate produced | '000t | 16,722 | 17,636 | (5.2)% |
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Prices |
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Iron ore concentrate | US$/t | 94 | 135 | (30.4)% |
Iron ore pellet | US$/t | 128 | 171 | (25.1)% |
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Unit Costs1 |
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Iron ore concentrate | US$/t | 36 | 33 | 9.1% |
Iron ore pellet | US$/t | 53 | 47 | 12.8% |
1 Unit costs: Cost of sales divided by sales volumes.
Analysis of third-party revenue by destination: | ||
2012 | 2011 | |
Russia | 54.6% | 65.1% |
China | 37.1% | 29.5% |
Kazakhstan | 8.3% | 5.4% |
Total | 100.0% | 100.0% |
Production
In 2012, the Iron Ore Division mined 40,966 kt of iron ore (2011: 43,212 kt). This was processed into 16,722 kt of primary iron ore concentrate (2011: 17,636 kt), with saleable concentrate production of 8,604 kt (2011: 8,459 kt). The balance was used to produce 7,144 kt (2011: 7,648 kt) of pellet.
Sales and Pricing
Global steel production increased slightly in 2012 with annual crude steel production for the full year up 1.2% year-on-year. The majority of this increase was from emerging economies. The industry capacity utilisation rate averaged approximately 79% in 2012 (2011: 81%).
In H1 2012, the Platts IODEX was volatile within a narrow range of US$135-150/dmt, before falling sharply in Q3 to US$88/dmt. The price gradually rebounded to around US$140/dmt by the year end.
During 2012 the Group sold the majority of its iron ore products to Russia and China, predominantly to The Magnitogorsk Iron and Steel Works OJSC ('MMK') and to steel producers in North West China. Sales to MMK are based on a monthly pricing mechanism using the Platts index. Due to lower contractual volumes of iron ore supplied to MMK during 2012, the Group reached agreement with JSC Chelyabinsk Metallurgical Plant ('MECHEL') for the supply of iron ore concentrate, with pricing based on monthly agreements. The contractual prices with the Group's main Chinese customers are determined on a quarterly basis. In 2012, 60.5% (9.9 mt) (2011: 66%; 10.5 mt) of sales by volume were to Russia, whilst 33.3% (5.5 mt) (2011: 29.7%, 4.7 mt) went to China, with the remaining 6.3% (1.0 mt) sold within Kazakhstan (2011: 4.3%, 681 kt). Of the 16.0 mt of product sold during 2012, 43.7% (7.2 mt) (2011: 48.1%, 7.6 mt) was pellet.
Iron Ore Division | |||
Summary income statement | |||
Years ended 31 December | |||
In millions of US$ (unless stated otherwise) | 2012 | 2011 | % Change |
Revenue | 1,834 | 2,452 | (25.2)% |
Third parties | 1,832 | 2,449 | (25.2)% |
Inter-segment | 2 | 3 | (33.3)% |
Cost of sales | (770) | (669) | 15.1% |
Gross profit | 1,064 | 1,783 | (40.3)% |
Distribution costs | (260) | (184) | 41.3% |
General and administrative expenses | (140) | (182) | (23.1)% |
Exploration costs | (14) | (6) | 133.3% |
Impairments | (2) | - | n/a |
Net other operating expense | (5) | (7) | (28.6)% |
Operating profit | 643 | 1,404 | (54.2)% |
Operating profit margin % | 35.1% | 57.3% | |
Add back: | |||
Depreciation and amortisation | (113) | (101) | 11.9% |
Impairments | (2) | - | n/a |
Underlying EBITDA | 758 | 1,505 | (49.6)% |
Underlying EBITDA margin % | 41.3% | 61.4% |
Iron Ore Division
Results for the year
The Iron Ore Division contributed US$758 million or 40.2% to the Group's underlying EBITDA (2011: US$1,505 million; 44.1%). The decline was mainly driven by the dramatic downturn in realised prices for iron ore throughout the year and in H2 2012 in particular.
Depressed prices for iron ore with a 30% fall for concentrate and 25% fall for pellets reduced the Division's revenue by US$686 million year-on-year. A higher proportion of lower-priced concentrate and screening sold also had an adverse impact on revenue. During 2012 pellets accounted for 43.7% of total iron ore sales volumes (2011: 48.1%). The increase in total sales volumes contributed US$65 million to revenue and was attributed to higher sales to China and in Kazakhstan.
The US$101 million growth in cost of sales was a result of higher unit cost of sales (US$87 million) and increased sales volumes (US$14 million). Higher unit cost of sales was driven by higher prices for fuel, coal, explosive materials, tyres, electricity, and an increase in H2 2012 wage rate. In addition to the inflationary factors, a temporary decline in ore quality in Q2 2012 along with increased depreciation, higher equipment and our own railway lines repairs, had a negative impact on unit cost. Partly offsetting the unit cost growth, there was a decline in Mineral Extraction Tax (MET) by US$41 million, resulting from lower commodity prices and lower volumes of ore extracted. In 2012 MET amounted to US$73 million (2011: US$114 million).
Distribution costs increased 41.3% to US$260 million (2011: US$184 million) due to higher transportation costs as a result of sales volumes growth and because more products were shipped to China, a longer distance compared to rail transportation to Russia and sales within Kazakhstan.
General and administrative expenses amounted to US$140 million, a US$42 million or 23.1% reduction compared to 2011 (2011: US$182 million). This was primarily due to lower social investments.
Capital Expenditure
The investment strategy for the Iron Ore Division in Kazakhstan is to expand the current product portfolio by adding three new products: high quality concentrate, high quality pellet and hot briquetted iron ('HBI'). In order to support the Group's growth strategy by providing access to the seaborne iron ore market, the Group is developing the BMSA project in Brazil.
The iron ore expansion programme in Kazakhstan is currently being assessed with the latest estimates approximating US$1.8 billion. This programme comprises of the following projects:
·; Mine expansion in Kazakhstan: stripping works were undertaken during 2012 and continue to take place in order to secure the required ore feed for both existing production and the Group's future expansionary projects.
·; Concentrator expansion - 7 mtpa high grade concentrate: In 2012 initial preparatory construction and installation works were undertaken.
·; Pelletiser expansion - addition of 4 mtpa of high quality pellet: feasibility studies were completed during 2012. Scope of the project is currently being reviewed and completion is currently estimated in 2018.
·; HBI Plant: development of 1.8 mtpa of HBI. The plant site has been prepared and is ready for civil works to commence. The estimated completion date is 2019.
BMSA: in November 2012 we received the Preliminary Licence for the port. However, due to iron ore market dynamics, macroeconomic challenges and the protracted port Installation License award process, the Group has launched a review of the BMSA project. Options being reviewed are: different phasing of the project, including a scenario with an early revenue Direct Shipping Ore ('DSO') phase over the next 3 years, utilising the existing railway and port infrastructure. Additionally, we are reviewing funding options, including but not limited to project finance and strategic partnerships. To confirm some of the major operational assumptions for the potential DSO phase and to update the existing Bankable Feasibility Study, the Group began trial DSO production in November 2012, with a capacity of 300 ktpa.
Alumina and Aluminium Division |
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| Years ended 31 December | |||
Key Facts |
| 2012 | 2011 | % Change |
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| |
Third-party Sales Volumes |
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Alumina | '000t | 1,036 | 1,185 | (12.6)% |
Aluminium | '000t | 251 | 251 | - |
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| |
Production |
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Bauxite mined | '000t | 5,170 | 5,495 | (5.9)% |
Alumina produced | '000t | 1,510 | 1,670 | (9.6)% |
Aluminium produced | '000t | 249 | 249 | - |
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| |
Prices |
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Alumina | US$/t | 302 | 366 | (17.5)% |
Aluminium | US$/t | 2,132 | 2,577 | (17.3)% |
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|
| |
Unit Costs1 |
|
|
|
|
Alumina | US$/t | 351 | 290 | 21.0% |
Aluminium | US$/t | 1,722 | 1,714 | 0.5% |
1 Unit costs: Cost of sales divided by sales volumes.
Production
In 2012, the Alumina and Aluminium Division mined 5,170 kt of bauxite (2011: 5,495 kt) and produced 1,510 kt of alumina (2011: 1,670 kt) and 249 kt (2011: 249 kt) of aluminium.
Sales and Pricing
The London Metal Exchange ('LME') aluminium price was volatile during 2012, with a peak of US$2,308 per tonne recorded during late February and a low of US$1,811 per tonne in June. The LME price closed the year at US$1,957 per tonne.
Primary aluminium is used to make aluminium semi-finished products like sheet and plate, extrusions, forgings and castings. For the majority of 2012 the semi-finished products market was fairly weak, with some recovery seen in H2 2012, resulting in increased sales to our main customers in Russia.
Global production remained strong in 2012, with China, India and the Middle East maintaining output despite reported higher energy costs. During 2012 primary aluminium premiums continued to increase from around US$100-US$120 per tonne at the beginning of the year to US$230 per tonne by the year end, reflecting the tightening of availability of physical metal. This was primarily driven by large volumes of aluminium being tied up in inventory under financing deals, long queues at LME warehouses and the high warehouse component within the metal premium.
In 2012 the Group supplied 1,036 kt (2011: 1,182 kt) of alumina to third parties, predominantly to United Company RUSAL ('RUSAL'), which accounted for 99% of alumina sales, under a long-term supply contract. The pricing under this contract is linked as a percentage of the LME price of primary aluminium. In 2012 RUSAL, the Division's largest single customer, accounted for 36.4% (2011: 38.1%) of the Division's sales revenue. The balance of the alumina production is consumed by the Group in its own aluminium smelter (Kazakhstan Aluminium Smelter, or 'KAS') and Kazogneupor, a local Kazakhstan refractory materials producer.
Alumina and Aluminium Division | |||
Summary income statement | |||
Years ended 31 December | |||
In millions of US$ (unless stated otherwise) | 2012 | 2011 | % Change |
Revenue | 907 | 1,145 | (20.8)% |
Third parties | 883 | 1,122 | (21.3)% |
Inter-segment | 24 | 23 | 4.3% |
Cost of sales | (859) | (798) | 7.6% |
Gross profit | 48 | 347 | (86.2)% |
Distribution costs | (55) | (55) | - |
General and administrative expenses | (51) | (52) | (1.9)% |
Impairments | (618) | - | n/a |
Onerous contract provision | (328) | - | n/a |
Net other operating expense | (20) | (6) | 233.3% |
Operating (loss)/profit | (1,024) | 234 | (537.6)% |
Operating (loss)/profit margin % | (112.9)% | 20.4% | |
Add back: | |||
Depreciation and amortisation | (119) | (98) | 21.4% |
Impairments | (618) | - | n/a |
Onerous contract provision | (328) | - | n/a |
Underlying EBITDA | 41 | 332 | (87.7)% |
Underlying EBITDA margin % | 4.5% | 29.0% |
Results for the year
The Alumina and Aluminium Division contributed US$41 million, or 2.2%, to the Group's underlying EBITDA (2011: US$332 million; 9.7%). The Division's results were strongly affected by weak prices, when LME aluminium prices were at levels which led to the alumina price being below unit cost of sale.
In addition, the unit cost of alumina was negatively influenced by the processing problems at the alumina refinery caused by disruptions to the supply of soda ash.
The Division's revenue was US$238 million, or 20.8% below 2011. Lower sales prices reduced revenue by US$179 million. Lower sales volumes, mainly for alumina decreased revenue by US$63 million. Sales of other goods and services increased the Division's revenue by US$4 million.
Cost of sales rose by 7.6% to US$859 million (2011: US$798 million). The main driver of the increase was higher unit costs. Alumina unit cost of sales increased by 21.0% compared to 2011. This mainly reflected higher consumption rates for input materials which were used for restoring the solid crystal phase of aluminium hydroxide post processing difficulties. Additionally price inflation for mazut, diesel fuel, coal and tyres, as well as increased repairs and wage rates impacted growth in unit costs. Depreciation and amortisation increased cost of sales by US$18 million. The Division's Mineral Extraction Tax amounted to US$12 million (2011: US$15 million).
Distribution costs stayed at the same level as 2011 and amounted to US$55 million (2011: US$55 million). General and administrative expenses decreased by 1.9% to US$51 million (2011: US$52 million), mainly as a result of a reduction in staff costs.
Net other operating expenses increased by US$14 million to US$20 million (2011: US$6 million). This was mainly as a result of the charge from RUSAL for alumina supply disruption and additional costs of commissioning the anode plant.
A charge of US$608 million has been recognised in respect of impairment of Aluminium of Kazakhstan's assets as a result of the lower long-term prices for alumina associated with the deteriorating conditions of the aluminium market and continuing cost pressures. This continued price weakness means that the division's contract with RUSAL is considered onerous resulting in a provision of US$328 million being recognised. A further US$10 million impairment has been recognised in respect of a property asset.
Capital Expenditure
In 2012 all major construction works at the Anode Plant were completed. The plant was partially commissioned in 2012 with full commissioning expected in H1 2013. The total estimated cost for this project increased from US$240 million to US$298 million due to an increase in project scope.
Other Non-Ferrous Division |
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| Years ended 31 December | |||
Key Facts |
| 2012 | 2011 | % Change |
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|
|
| |
Third-party Sales Volumes |
|
|
|
|
Total saleable copper contained | '000t | 36.4 | 26.9 | 35.3% |
Copper as a by-product | '000t | 5.0 | 2.8 | 78.6% |
Total saleable cobalt contained | '000t | 9.1 | 11.2 | (18.8)% |
Cobalt as a by-product | '000t | 4.1 | 6.2 | (33.9)% |
|
|
|
| |
Production1 |
|
|
|
|
Saleable copper contained | '000t | 35.2 | 29.6 | 18.9% |
Saleable cobalt contained | '000t | 9.6 | 11.4 | (15.8)% |
|
|
|
| |
Prices |
|
|
|
|
Saleable copper contained | US$/t | 7,665 | 8,460 | (9.4)% |
Saleable cobalt contained | US$/t | 27,754 | 34,514 | (19.6)% |
|
|
|
| |
Units Costs |
|
|
|
|
Copper with cobalt by-product credit | US$/t | 8,570 | 5,123 | 67.3% |
Cobalt with copper by-product credit | US$/t | 29,583 | 31,262 | (5.4)% |
1 Production numbers for saleable copper and cobalt refers to tonnes of contained metal. Contained metal consists of total units, whether in metal form or metal units contained in concentrate and sludge, net of internal consumption.
Production: Copper
Production volumes increased by 18.9% at Boss Mining's heap leach operations, compared with 2011, due to greater capacity from additional heaps and tankhouses, as well as the commissioning of the roaster at Chambishi. Slightly lower copper mining volumes were offset by an increased mining grade of 3.11% (2011: 2.98%).
Production: Cobalt
At Boss Mining, cobalt mining volumes increased during 2012 to 1,289 kt (2011: 1,058 kt). However saleable cobalt production decreased due to lower recovery rates caused by changes in mineralogy and decreased availability of cobalt oxide ore.
Sales and Pricing: Copper
The average price for copper in 2012 as traded on the LME was an historical high. This was due to concerns regarding copper supply falling short of demand. After rallying strongly during January, LME prices traded within a US$8,000-US$8,700 per tonne range until late May when prices declined to a low of $7,220/t. Prices recovered again in September following action from European and US central banks and the unveiling of Chinese plans to reinvigorate the economy which had seen weakening copper demand in the first half of 2012.
Contracts are typically negotiated annually, fixing a premium, discount or 'refining charge' (for varying quality and delivery locations) alongside the period for which the LME price is fixed. The majority of copper produced was sold to Chinese smelters, who refine the lower grade material that is produced in the DRC.
Sales and Pricing: Cobalt
The Metal Bulletin cobalt price reached a peak of US$15.20 per pound in February 2012, before steadily declining through the remainder of the year, reaching a low of US$10.20 per pound in early December 2012. The cobalt price closed the year at US$10.50 per pound. The decline in price was due mainly to oversupply, which has been weighing on prices since mid-2011.
Other Non-ferrous Division | |||
Summary income statement | |||
Years ended 31 December | |||
In millions of US$ (unless stated otherwise) | 2012 | 2011 | % Change |
Revenue | 604 | 657 | (8.1)% |
Third parties | 604 | 657 | (8.1)% |
Cost of sales | (665) | (546) | 21.8% |
Gross (loss)/profit | (61) | 111 | (155.0)% |
Distribution costs | (25) | (14) | 78.6% |
General and administrative expenses | (97) | (79) | 22.8% |
Exploration costs | (135) | (70) | 92.9% |
Impairments | (336) | - | n/a |
Net other operating income | 2 | 12 | (83.3)% |
Operating loss | (652) | (40) | 1530.0% |
Operating profit margin % | (107.9)% | (6.1)% | |
Add back: | |||
Depreciation and amortisation | (185) | (114) | 62.3% |
Impairments | (336) | - | n/a |
Acquisition related costs | (24) | - | n/a |
Underlying EBITDA | (107) | 74 | (244.6)% |
Underlying EBITDA margin % | (17.7)% | 11.3% |
Other Non-ferrous Division
Results for the year
The Other Non-ferrous Division's Underlying EBITDA amounted to US$(107) million (2011: US$74 million). Significantly lower sales prices, reduction in sales volumes of cobalt concentrate and higher investment in the Division's greenfield mineral exploration, offset additional revenue received from increased copper sales.
Higher sales volumes of copper as a result of the production ramp-up boosted revenue by US$80 million, although lower sales of cobalt reduced revenue by US$70 million. A downturn in prices for both copper and cobalt had a negative impact on revenue of US$81 million. The Group's African logistics business, SABOT, contributed US$52 million (2011: US$64 million) to the Division's third parties revenue.
Cost of sales increased US$119 million as a result of higher depreciation and amortisation as well as cost inflation driven by higher prices for acid and power. An increase in amortisation was largely due to higher mineral rights amortisation occurred to reflect a new mine plan.
The overall unit cost of copper increased by US$3,447/t to US$8,570/t. This growth was attributable to an increase in depreciation and amortisation of US$2,220/t, coupled with a significant decrease in cobalt concentrate by-product credit of US$1,620/t. Excluding those factors the unit cost decreased by US$392/t in 2012. Cobalt unit costs decreased to US$29,583/t (2011: US$31,262/t), mainly due to copper by-product production doubling at Chambishi decreasing unit cost through by-product credits by US$633/t in 2012. A decrease in depreciation of US$1,046/t contributed to the decrease of overall cobalt unit cost.
Distribution costs increased 78.6% to US$25 million (2011: US$14 million) reflecting higher copper sales and transition to direct sales to customers which resulted in additional freight, handling and shipping expenses.
General and administrative expenses amounted to US$97 million, a US$18 million or 22.8% increase compared to 2011 (2011: US$79 million). This was mainly attributable to increased staff costs, higher professional services and social investments, partly as a result of the acquisition of the former FQM assets.
Exploration costs rose to US$135 million (2011: US$70 million), a significant increase mostly attributable to the logistics and mining feasibility studies for the Mozambique coal project as well as higher expenditure in copper projects.
A charge of US$240 million has been recognised in respect of impairment of the assets of Boss Mining as a result of the deferral of the development of the Boss Mining Concentrator driven by the reprioritisation of the Group's copper projects in the Democratic Republic of the Congo ('DRC'). Chambishi also incurred an impairment charge of US$96 million which is driven by the deferral of capital expenditure as a result of this reprioritisation and consequential higher production costs.
Capital Expenditure
In 2012, the Group completed a review of its growth strategy for the Other Non-ferrous Division. With the acquisition of the Frontier and RTR processing plants, as well as the award of the Frontier licence, the Division's development focus has shifted towards projects that provide the highest returns within the shortest execution time.
·; Frontier: The first phase of development is scheduled to reach commissioning in April 2013 and production by July 2013. Expected production in 2013 is 40 ktpa of copper in concentrate. Target production of 80 - 90 ktpa of copper in concentrate is planned at an estimated total cost of US$440 million.
·; RTR: processing plant is approximately 40% complete. First production expected in H1 2015, with a total project cost of US$440 million.
·; Boss Mining - expansion of copper (oxide) production: all scheduled works are complete and the heap leaching and tank houses are now fully operational. The total project cost was US$150 million.
·; Boss Mining - expansion of copper (sulphide) production: reprioritisation of our project pipeline has meant that the Boss Mining Concentrator has been postponed until the completion of the development of both RTR and Frontier, current estimated project cost is US$725 million.
·; Chambishi copper plant: construction of a new solvent extraction and electrowinning ('SX/EW') plant at Chambishi was completed in 2012. The SX/EW facility has a capacity of 55 ktpa of LME grade A copper cathode. The total project cost increased to US$90 million. Full utilisation of the copper SX/EW plant is expected only after a second roaster is installed. A feasibility study for the second roaster will be completed in 2013. Expected copper production in 2013 will be 20 - 25 ktpa of LME grade A copper.
·; Camrose Resources Limited: construction of the first DMS plant was completed during 2012, while the second DMS plant was completed in early 2013. Both are now in operation. Mining was initiated at the Mashitu Pit. The plants will produce approximately 29 ktpa of copper contained in concentrate during 2013.
Energy Division |
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| Years ended 31 December | |||
Key Facts |
| 2012 | 2011 | % Change |
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| |
Third-party Sales Volumes |
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Coal EEC | '000t | 6,197 | 6,260 | (1.0)% |
Coal Shubarkol | '000t | 4,734 | - | n/a |
Semi-coke | '000t | 38 | - | n/a |
Electricity | GWh | 2,777 | 2,942 | (5.6)% |
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| |
Consumption |
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|
|
|
Coal consumed in the production | '000t | 8,764 | 8,599 | 1.9% |
of electricity |
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|
|
|
Electricity produced and consumed | GWh | 1,049 | 1,049 | - |
for own use |
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Production |
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|
|
Coal EEC | '000t | 20,302 | 20,110 | 1.0% |
Coal Shubarkol | '000t | 5,591 | - | n/a |
Semi-coke | '000t | 136 | - | n/a |
Electricity | GWh | 14,264 | 13,993 | 1.9% |
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| |
Prices |
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|
|
Coal EEC | US$/t | 22 | 22 | - |
Coal Shubarkol | US$/t | 21 | - | n/a |
Semi-coke | US$/t | 128 | - | n/a |
Electricity | US$/MWh | 38 | 38 | - |
|
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| |
Unit Costs1 |
|
|
|
|
Coal EEC | US$/t | 6.4 | 5.6 | 14.3% |
Coal Shubarkol | US$/t | 7.1 | - | n/a |
Semi-coke | US$/t | 92.1 | - | n/a |
Electricity | US$/MWh | 14.4 | 12.6 | 14.3% |
1 Unit costs: Cost of sales divided by sales volumes.
Production
In 2012, the Energy Division produced 14,264 GWh (2011: 13,993 GWh), of which 73.2% (2011: 71.5%) was used by other Divisions internally within the Group. Coal extraction at EEC was broadly flat at 20,302 kt (2011: 20,110 kt). Coal extraction at Shubarkol as of May 2012 amounted to 5,591 kt.
Sales and Pricing: Coal
Strong demand from the industrial and power sectors resulted in coal output in Kazakhstan increasing 3.8% in 2012. The Energy Division's total sales of coal to third parties were up 74.6% in 2012, as a result of the acquisition of Shubarkol Komir, which completed in April 2012.
In Kazakhstan, the Group sold 4.9 mt of coal to third parties (2011: 2.1 mt), including sales of 2.8 mt of Shubarkol coal since May 2012. The average sales price of Vostochny coal was KZT1,208 (US$8.1) per tonne (2011: KZT1,155 (US$7.9) per tonne), an increase of 4.6% in local currency terms. The average sales price for Shubarkol coal, which has a higher calorific value and lower ash content than coal from Vostochny, was KZT3,146 (US$21.1) per tonne. In addition, the Group sold 38 kt of special coke to third parties domestically, at an average sales price of KZT19,131 (US$128.3) per tonne.
Russian power utilities' imports of steam coal from Kazakhstan decreased 4.5% year-on-year. In Russia, the Energy Division sold 4.1 mt of Vostochny coal (2011: 4.2 mt), at an average sales price of US$28.9 per tonne (2011: US$28.4), and 0.4 million tonnes of Shubarkol coal, at an average sales price of US$43.6 per tonne. Since the acquisition of Shubarkol the Group has expanded its customer base and sales geography delivering coal to consumers in Europe and Central Asia.
Sales and Pricing: Electricity
Improvements in industrial demand in Kazakhstan saw electricity demand continue to grow in 2012 with electricity generation rising by 4.6% for the country as a whole to 90.5 billion kWh (2011: 86.6 billion kWh). The Energy Division's sales of electricity to third parties decreased 5.6% in 2012 due to increased internal consumption. The average sales price to third parties in local currency was unchanged at KZT5.6 (US 3.76 cents) per kWh (2011: KZT5.6 (US 3.82 cents) per kWh.
Energy Division | |||
Summary income statement | |||
Years ended 31 December | |||
In millions of US$ (unless stated otherwise) | 2012 | 2011 | % Change |
Revenue | 767 | 618 | 24.1% |
Third parties | 350 | 248 | 41.1% |
Inter-segment | 417 | 370 | 12.7% |
Cost of sales | (327) | (229) | 42.8% |
Gross profit | 440 | 389 | 13.1% |
Distribution costs | (81) | (67) | 20.9% |
General and administrative expenses | (43) | (25) | 72.0% |
Impairments | (13) | - | n/a |
Net other operating income | - | 2 | (100.0)% |
Operating profit | 303 | 299 | 1.3% |
Operating profit margin % | 39.5% | 48.4% | |
Add back: | |||
Depreciation and amortisation | (103) | (61) | 68.9% |
Impairments | (13) | - | n/a |
Acquisition related costs | (2) | - | n/a |
Underlying EBITDA | 421 | 360 | 16.9% |
Underlying EBITDA margin % | 54.9% | 58.3% |
Energy Division
Results for the year
The Energy Division contributed 22.3% or US$421 million (2011: US$360 million; 10.5%) to the Group's underlying EBITDA. The Division's results were positively impacted by higher prices for coal and the additional sales volumes of Shubarkol's coal and special coke following its acquisition in April 2012. This acquisition added US$90 million to the Group's underlying EBITDA.
The Division's third party revenue increased by 41.1% to US$350 million (2011: US$248 million). Higher prices for coal contributed US$27 million to the increase in revenue. As a result of the Shubarkol acquisition, the Division received additional third party revenues of US$105 million. Sales of electricity reduced by US$8 million due to lower prices and less volume available for third-party sales as consumption by the Group's subsidiaries increased, in particular from the Ferroalloys Division. Total sales revenue to the Group's entities was US$417 million (2011: US$370 million).
Cost of sales rose US$98 million or 42.8% to US$327 million (2011: US$229 million), US$60 million of which was attributable to the acquisition of the Shubarkol businesses. Unit cost of sales for EEC coal rose by 12.8% driven by increased labour rates in H2 2012, higher depreciation and amortisation, inflation of diesel and auxiliary materials costs. There was also an increase in diesel consumption as a result of a higher volume of drilling performed by diesel-powered drilling rigs. The higher cost of coal led to electricity unit cost growth which increased by 14.3% compared to 2011. Unit costs were also affected by the labour rate increase in the second half of the year, higher depreciation and amortisation and emission charges.
Distribution costs amounted to US$81 million (2011: US$67 million), a 20.9% rise with the majority of the increase attributed to the inclusion of Shubarkol sales.
General and administrative expenses increased to US$43 million (2011: US$25 million) with US$10 million attributable to higher social investments and US$6 million to the acquisition of Shubarkol operations.
An impairment of US$13 million has been recognised in respect of the Group's investment in its Xinjiang Aismir Coking Coal Co. Limited Joint Venture (Asmare JV).
Capital Expenditure
Reconstruction of Power Unit 6 is currently underway, which will increase its capacity from 300 MW to 325 MW. Certain major pieces of equipment were installed during the year including the boiler carcass, filter and boiler heating surface. The commissioning date for this project remains unchanged and it is expected to be delivered in 2013 at a total estimated cost of US$265 million.
A tender has been awarded for the development of Stripping Complex 2 and the contract is currently being negotiated.
Logistics Division |
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| Years ended 31 December | |||
Key Facts |
| 2012 | 2011 | % Change |
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Transportation1 |
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Total tonnage transported by rail | '000t | 58,659 | 61,765 | (5.0)% |
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|
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| |
Sales Volumes |
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|
|
|
Third-party freight forwarding2 | '000t | 7,334 | 8,837 | (17.0)% |
Railway line repairs | km | 81 | 247 | (67.2)% |
|
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| |
Prices |
|
|
|
|
Third-party freight forwarding2 | US$/t | 0.59 | 0.69 | (14.5)% |
Railway line repairs | '000US$/km | 436 | 223 | 95.5% |
|
|
|
| |
Units Costs3 |
|
|
|
|
Third-party freight forwarding2 | US$/t | 0.15 | 0.22 | (31.8)% |
Railway line repairs | '000US$/km | 417 | 217 | 92.2% |
1 Data includes all internal and third-party rail transportation.
2 Data applies to Transsystema only.
3 Unit costs: Cost of sales divided by sales volumes (attributable to third parties).
Logistics Division | |||
Summary income statement | |||
Years ended 31 December | |||
In millions of US$ (unless stated otherwise) | 2012 | 2011 | % Change |
Revenue | 286 | 342 | (16.4)% |
Third parties | 38 | 149 | (74.5)% |
Inter-segment | 248 | 193 | 28.5% |
Cost of sales | (205) | (228) | (10.1)% |
Gross profit | 81 | 114 | (28.9)% |
General and administrative expenses | (27) | (30) | (10.0)% |
Impairments | - | (17) | (100.0)% |
Net other operating expense | (2) | (4) | (50.0)% |
Operating profit | 52 | 63 | (17.5)% |
Operating profit margin % | 18.2% | 18.4% | |
Add back: | |||
Depreciation and amortisation | (26) | (15) | 73.3% |
Impairments | - | (17) | (100.0)% |
Underlying EBITDA | 78 | 95 | (17.9)% |
Underlying EBITDA margin % | 27.3% | 27.8% |
Results for the year
The Logistics Division reported underlying EBITDA of US$78 million (2011: US$95 million). A decline compared to 2011 reflecting higher volumes of goods transported in rented railcars. The disposal of Zhol Zhondeushy LLP, the railway line repair business, in May 2012 had an insignificant impact on underlying EBITDA in total, although its exclusion had an effect on the reported revenue and costs when looked at separately in the income statement.
The Division's revenue decreased by US$56 million. US$111 million was attributable to third parties, primarily due to the disposal of Zhol Zhondeushy LLP. This reduction was partially compensated by increased revenue from the provision of transportation services in third party rented railcars for Group companies, particularly the Iron Ore Division.
Cost of sales decreased US$23 million, or 10.1%, to US$205 million (2011: US$228 million). The reduction in cost of sales as a result of the exclusion of Zhol Zhondeushy LLP was partially offset by the additional costs incurred as a larger share of third party railcars was rented for the additional services to Group companies detailed above.
General and administrative expenses declined by 10.0% to US$27 million (2011: US$30 million) which was mainly attributable to the exclusion of Zhol Zhondeushy LLP.
Capital Expenditure
The Logistics Division expanded its railway fleet during 2012 to improve the self-sufficiency of the Group in the transportation of its own materials, with the purchase of 2,258 open-top wagons and 230 pellet wagons during the year.
CONSOLIDATED INCOME STATEMENT (Unaudited) | |||
Years ended 31 December | |||
In millions of US$ (unless stated otherwise) | Note | 2012 | 2011 |
Revenue | 6,320 | 7,705 | |
Cost of sales | 6 | (3,723) | (3,517) |
Gross profit | 2,597 | 4,188 | |
Distribution costs | 7 | (530) | (501) |
General and administrative expenses | 8 | (733) | (692) |
Exploration costs | (149) | (77) | |
Impairments | 9 | (1,216) | (24) |
Onerous contract provision | 9 | (328) | - |
Net other operating expense | (15) | (18) | |
Operating (loss)/profit | (374) | 2,876 | |
Finance income | 10 | 60 | 61 |
Finance cost | 11 | (286) | (184) |
Net gain arising from business combinations | 5 | 89 | - |
Share of (loss)/profit of joint ventures and associates | (39) | 2 | |
(Loss)/profit before income tax | (550) | 2,755 | |
Income tax expense | 12 | (302) | (769) |
(Loss)/profit for the year | (852) | 1,986 | |
(Loss)/profit attributable to: | |||
Owners of the Company | (804) | 1,974 | |
Non-controlling interests | (48) | 12 | |
(Loss)/earnings per share - basic and diluted (US cents) | 13 | (62) | 153 |
The above Consolidated Income Statement should be read in conjunction with the accompanying notes. |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) | ||||
Years ended 31 December | ||||
In millions of US$ | Note | 2012 | 2011 | |
(Loss)/profit for the year | (852) | 1,986 | ||
Other comprehensive income/(expense): | ||||
Fair value gain/(loss) on available-for-sale financial assets | 42 | (174) | ||
Transfer of impairment of investments in available-for-sale financial assets | 9 | 123 | - | |
Currency translation differences | (293) | (223) | ||
Total comprehensive (expense)/income for the year | (980) | 1,589 | ||
Total comprehensive (expense)/income attributable to: | ||||
Owners of the Company | (931) | 1,577 | ||
Non-controlling interests | (49) | 12 | ||
(980) | 1,589 | |||
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. | ||||
CONSOLIDATED BALANCE SHEET (Unaudited) | |||
As at 31 December | |||
In millions of US$ | Note | 2012 | 2011 |
Assets | |||
Non-current assets | |||
Property, plant and equipment | 14 | 14,591 | 9,891 |
Goodwill and intangible assets | 15 | 1,754 | 1,410 |
Investments in joint ventures and associates | 16 | 9 | 389 |
Other financial assets | 261 | 207 | |
Loans receivable | 44 | 225 | |
Deferred tax assets | 69 | 49 | |
Other non-current assets | 303 | 349 | |
Total non-current assets | 17,031 | 12,520 | |
Current assets | |||
Inventories | 1,292 | 1,027 | |
Trade and other receivables | 1,056 | 1,223 | |
Income tax receivable | 18 | 36 | |
Other financial assets | 62 | 11 | |
Loans receivable | 3 | 2 | |
Cash and cash equivalents | 698 | 622 | |
Total current assets | 3,129 | 2,921 | |
Assets classified as held for sale | 4 | 75 | |
Total assets | 20,164 | 15,516 | |
Equity | |||
Share capital and share premium | 3,257 | 3,257 | |
Reserves | 6,489 | 7,643 | |
Attributable to owners of the Company | 9,746 | 10,900 | |
Non-controlling interests | 804 | 336 | |
Total equity | 10,550 | 11,236 | |
Liabilities | |||
Non-current liabilities | |||
Borrowings | 17 | 5,554 | 1,234 |
Deferred tax liabilities | 1,976 | 1,277 | |
Onerous contract provision | 328 | - | |
Asset retirement obligations | 223 | 124 | |
Employee benefit obligations | 83 | 53 | |
Other non-current liabilities | 24 | 15 | |
Total non-current liabilities | 8,188 | 2,703 | |
Current liabilities | |||
Borrowings | 17 | 279 | 360 |
Trade and other payables | 974 | 980 | |
Income tax liabilities | 71 | 130 | |
Other taxes payable | 102 | 82 | |
Total current liabilities | 1,426 | 1,552 | |
Liabilities classified as held for sale | - | 25 | |
Total liabilities | 9,614 | 4,280 | |
Total liabilities and equity | 20,164 | 15,516 | |
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes. |
CONSOLIDATED CASH FLOW STATEMENT (Unaudited) | |||
Years ended 31 December | |||
In millions of US$ | Note | 2012 | 2011 |
Cash generated from operating activities | 18 | 1,909 | 3,044 |
Interest and other similar expenses paid | (178) | (105) | |
Interest received | 14 | 21 | |
Income tax paid | (475) | (817) | |
Net cash generated from operating activities | 1,270 | 2,143 | |
Cash flow from investing activities | |||
Purchase of property, plant and equipment | (2,306) | (2,121) | |
Proceeds from sales of property, plant and equipment | 87 | 27 | |
Purchase of intangible assets | (39) | (13) | |
Payment of contingent consideration | (108) | - | |
Acquisition of subsidiaries, net of cash acquired | 5 | (1,958) | (281) |
Purchase of joint ventures and associates | - | (55) | |
Purchase of financial assets available-for-sale | - | (25) | |
Proceeds from assets held for sale | 15 | - | |
Proceeds from sale of financial assets available-for-sale | 25 | - | |
Proceeds from cash deposited as guarantee | - | 11 | |
Loans and deposits granted | (275) | (285) | |
Proceeds from repayment of loans and deposits | 38 | 73 | |
Dividends received | - | 13 | |
Net cash used for investing activities | (4,521) | (2,656) | |
Cash flow from financing activities | |||
Borrowings - proceeds | 4,090 | 154 | |
Borrowings - repayments | (338) | (154) | |
Payment of deferred consideration | (159) | - | |
Purchase of non-controlling interests | (29) | - | |
Dividends paid to owners of the Company | (225) | (434) | |
Dividends paid to non-controlling interests | (8) | (14) | |
Net cash generated from/(used for) financing activities | 3,331 | (448) | |
Net changes in cash and cash equivalents | 80 | (961) | |
Cash and cash equivalents at beginning of year | 622 | 1,595 | |
Foreign exchange loss on cash and cash equivalents | (4) | (12) | |
Cash and cash equivalents at end of year | 698 | 622 | |
The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes. |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) | ||||||||
Attributable to owners of the Company | ||||||||
Revaluation | ||||||||
reserve of | ||||||||
financial assets | Non- | |||||||
Share | Share | Retained | Translation | available-for- | controlling | |||
In millions of US$ | capital | premium | earnings | reserve | sale | Total | interests | Total equity |
Balance as at | ||||||||
1 January 2011 | 258 | 2,999 | 7,275 | (790) | 7 | 9,749 | 260 | 10,009 |
Profit for the year | - | - | 1,974 | - | - | 1,974 | 12 | 1,986 |
Other comprehensive | ||||||||
expense | - | - | - | (223) | (174) | (397) | - | (397) |
Total comprehensive | ||||||||
income/(expense) | - | - | 1,974 | (223) | (174) | 1,577 | 12 | 1,589 |
Dividends | - | - | (434) | - | - | (434) | (16) | (450) |
Share-based payments | - | - | 8 | - | - | 8 | - | 8 |
Other changes in | ||||||||
non-controlling interests1 | - | - | - | - | - | - | 80 | 80 |
Balance as at | ||||||||
31 December 2011 | 258 | 2,999 | 8,823 | (1,013) | (167) | 10,900 | 336 | 11,236 |
Loss for the year | - | - | (804) | - | - | (804) | (48) | (852) |
Other comprehensive | ||||||||
(expense)/income | - | - | - | (292) | 165 | (127) | (1) | (128) |
Total comprehensive | ||||||||
(expense)/income | - | - | (804) | (292) | 165 | (931) | (49) | (980) |
Dividends | - | - | (225) | - | - | (225) | (9) | (234) |
Buyout of non-controlling | ||||||||
interests2 | - | - | (8) | - | - | (8) | (21) | (29) |
Share-based payments | - | - | 10 | - | - | 10 | - | 10 |
Other changes in | ||||||||
non-controlling interests3 | - | - | - | - | - | - | 547 | 547 |
Balance as at | ||||||||
31 December 2012 | 258 | 2,999 | 7,796 | (1,305) | (2) | 9,746 | 804 | 10,550 |
1 Mainly includes the recognition of non-controlling interests arising on the acquisition of Rubio Holdings.
2 This relates to the remaining 3.12% in ENRC Africa Holdings Ltd (formerly Central African Mining and Exploration Company PLC) acquired in 2012.
3 Mainly includes the recognition of non-controlling interests on the acquisition of the remaining ordinary share capital of Camrose Resources Limited, the recognition of 3.68% non-controlling interests as a result of the Shubarkol Komir JSC acquisition, the recognition of 5% non-controlling interests as a result of the Frontier SPRL acquisition and the de-recognition of non-controlling interests for Xinjiang Tuoli ENRC Taihang Chrome Co. Ltd. ('Tuoli') as a result of loss of control (and subsequent classification as an investment).
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
1. BASIS OF PREPARATION
Eurasian Natural Resources Corporation PLC (the 'Company') was incorporated and registered under the laws of England and Wales on 8 December 2006. The Company's shares are listed on the London Stock Exchange and the Kazakhstan Stock Exchange. The Company's registered office and domicile is 16 St. James's Street, London, SW1A 1ER, United Kingdom. The preliminary financial information as at and for the year ended 31 December 2012 comprises the Company and its subsidiaries (the 'Group') and the Group's interest in joint ventures and associates.
The preliminary financial information as at and for the year ended 31 December 2012 included in this report is unaudited and does not have the status of statutory accounts within the meaning of Section 434 of the Companies Act 2006. This preliminary announcement does not constitute the Company's statutory financial statements for the year ended 31 December 2012. The preliminary financial information is based on statutory financial statements which are subject to audit, Board approval and filing with the Registrar of Companies.
The statutory financial statements are prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and interpretations issued by the IFRS Interpretations Committee ('IFRIC'), as adopted by the European Union ('EU'), the Listing Rules of the United Kingdom's ('UK's') Financial Services Authority ('FSA'), and in accordance with the Companies Act 2006 applicable to companies reporting under IFRS and Article 4 of the EU IAS Regulation. The statutory financial statements have been prepared on a going concern basis.
The statutory financial statements for the year ended 31 December 2011 were approved by the Board of Directors on 16 April 2012 and delivered to the Registrar of Companies. The auditors' report on those financial statements was unqualified, did not contain an emphasis of matter paragraph or any statement under section 498 of the Companies Act 2006.
2. ACCOUNTING POLICIES
Except as described below, the accounting policies applied are consistent with those described in the Group's Annual Report and Accounts for the year ended 31 December 2011.
The following amendment to standards, which is mandatory for the financial year beginning 1 January 2012 and endorsed by the EU, has no impact to the Group:
·; Amendment to IFRS 7, 'Financial instruments: Disclosures', on transfers of financial assets (effective 1 July 2011).
3. SEGMENT INFORMATION
The identified operating and reportable segments of the Group are the same as those that applied to the Group's Annual Report and Accounts for the year ended 31 December 2011.
On 2 March 2012, the Group acquired Roan Prospecting & Mining SPRL, Compagnie Minière de Sakania SPRL and Frontier SPRL, 100% of which are included within the Other Non-ferrous Division. On 16 April 2012, the Group purchased the remaining 75% of the outstanding ordinary shares of Shubarkol Komir JSC, 100% of which is included within the Energy Division from this date. On 28 December 2012, the Group acquired the remaining 49.5% of the outstanding ordinary shares of Camrose Resources Limited, 100% of which is included within the Other Non-ferrous Division from this date.
2012 Segment information | Ferroalloys | Iron Ore | Alumina and Aluminium | Other Non- ferrous | Energy | Logistics | Intra Group | ||
In millions of US$ | Division | Division | Division | Division | Division | Division | Corporate | Eliminations | Total |
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| |
Revenue | 2,604 | 1,832 | 883 | 604 | 350 | 38 | 9 | - | 6,320 |
Inter-segment |
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|
|
revenue | 14 | 2 | 24 | - | 417 | 248 | - | (705) | - |
Segment revenue | 2,618 | 1,834 | 907 | 604 | 767 | 286 | 9 | (705) | 6,320 |
Segment operating |
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|
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|
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|
|
|
|
profit/(loss) | 609 | 643 | (1,024) | (652) | 303 | 52 | (305) | - | (374) |
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| |
Finance income |
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|
|
|
|
|
|
| 60 |
Finance cost |
|
|
|
|
|
|
|
| (286) |
Net gain arising from business combinations (note 5) |
|
|
|
|
|
|
|
| 89 |
Share of loss from joint ventures and associates |
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|
|
|
|
|
|
| (39) |
Loss before |
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|
|
|
|
|
|
income tax |
|
|
|
|
|
|
|
| (550) |
Income tax expense |
|
|
|
|
|
|
|
| (302) |
Loss for the year |
|
|
|
|
|
|
|
| (852) |
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|
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|
|
|
|
| |
Impairments (note 9) | (124) | (2) | (618) | (336) | (13) | - | (123) | - | (1,216) |
Depreciation and amortisation | (139) | (113) | (119) | (185) | (103) | (26) | (6) | - | (691) |
Onerous contract provision (note 9) | - | - | (328) | - | - | - | - | - | (328) |
Acquisition related costs (note 5) | - | - | - | (24) | (2) | - | - | - | (26) |
Gain/(loss) arising from business combinations (note 5) | - | - | - | 109 | (20) | - | - | - | 89 |
Underlying EBITDA |
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|
|
|
|
|
|
|
(note 20) | 872 | 758 | 41 | (107) | 421 | 78 | (176) | - | 1,887 |
Capital expenditure | 682 | 443 | 237 | 637 | 266 | 218 | 56 | - | 2,539 |
Segment assets | 3,518 | 4,212 | 1,603 | 7,029 | 2,373 | 594 | 476 | (157) | 19,648 |
Unallocated assets 1 |
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| 516 |
Total assets |
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|
|
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|
|
| 20,164 |
Average number of employees | 24,442 | 20,224 | 14,220 | 8,773 | 8,492 | 1,825 | 508 | - | 78,484 |
1 Includes unallocated assets not attributable to operating segments. Such unallocated assets include investments in joint ventures and associates, unallocated term deposits, deferred and current income tax assets, other financial assets and loans receivable.
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| Alumina | ||||||
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| and | Other Non- | Intra | |||||
2011 Segment information | Ferroalloys | Iron Ore | Aluminium | ferrous | Energy | Logistics | Group | ||
In millions of US$ | Division | Division | Division | Division | Division | Division | Corporate | Eliminations | Total |
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Revenue | 3,069 | 2,449 | 1,122 | 657 | 248 | 149 | 11 | - | 7,705 |
Inter-segment |
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revenue | 15 | 3 | 23 | - | 370 | 193 | - | (604) | - |
Segment revenue | 3,084 | 2,452 | 1,145 | 657 | 618 | 342 | 11 | (604) | 7,705 |
Segment operating |
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profit/(loss) | 1,040 | 1,404 | 234 | (40) | 299 | 63 | (124) | - | 2,876 |
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| |
Finance income |
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| 61 |
Finance cost |
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| (184) |
Share of profit of joint |
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ventures and associates |
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| 2 |
Profit before |
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income tax |
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| 2,755 |
Income tax expense |
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|
|
|
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| (769) |
Profit for the year |
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| 1,986 |
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| |
Depreciation and amortisation | (122) | (101) | (98) | (114) | (61) | (15) | (4) | - | (515) |
Impairments (note 9) | (7) | - | - | - | - | (17) | - | - | (24) |
Underlying EBITDA |
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(note 20) | 1,169 | 1,505 | 332 | 74 | 360 | 95 | (122) | - | 3,413 |
Capital expenditure | 403 | 436 | 254 | 238 | 323 | 252 | 15 | - | 1,921 |
Segment assets | 3,114 | 4,135 | 2,111 | 3,252 | 1,135 | 474 | 444 | (139) | 14,526 |
Unallocated assets1 |
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| 990 |
Total assets |
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| 15,516 |
Average number of employees | 25,229 | 19,331 | 14,457 | 8,219 | 6,836 | 2,970 | 399 | - | 77,441 |
1 Includes unallocated assets not attributable to operating segments. Such unallocated assets include investments in joint ventures and associates, unallocated term deposits, deferred and current income tax assets, other financial assets and loans receivable.
4. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
During the years ended 31 December 2012 and 31 December 2011, the Group entered into the following transactions with related parties in the ordinary course of business:
Founder | ||||||||||
Shareholders1 | Joint ventures | Associates | Other2 | Total | ||||||
In millions of US$ | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
Revenue from sale of goods | 8 | 6 | - | - | - | - | 1 | 1 | 9 | 7 |
Revenue from the provision |
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of services | 2 | 3 | 31 | 2 | - | - | - | - | 33 | 5 |
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Purchase of goods | (9) | (42) | (18) | - | (18) | (44) | - | - | (45) | (86) |
Purchase of services and |
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other (expense)/income | (79) | (79) | 2 | 1 | - | (1) | (6) | (14) | (83) | (93) |
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Finance income3 | 7 | 18 | 23 | 11 | - | - | - | - | 30 | 29 |
Finance cost | (1) | (10) | (1) | (2) | - | - | - | - | (2) | (12) |
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Purchase of property |
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plant and equipment4 | (5) | (48) | - | - | - | - | - | - | (5) | (48) |
1 Includes all entities under the control of the Founder Shareholders.
2 Other mainly includes US$1 million revenue from Kazakhmys PLC and US$5 million other services received from Medical Centre Eurasia LLP (company owned by the Group CEO) (2011: US$1 million revenue from Kazakhmys PLC, US$10 million provision against the option to acquire 70% in Masalskoe GOK LLP and US$4 million other services received from Medical Centre Eurasia LLP (previously disclosed within Founder Shareholders)).
3 Finance income of US$23 million recognised in the Joint Venture's category in 2012 relates to the shareholder loan facility, provided to Camrose (2011: US$11 million) prior the acquisition.
4 During 2012, the Group capitalised within property, plant and equipment US$5 million predominantly related to the acquisition of railway wagons (2011: US$48 million) from an entity controlled by the Founder Shareholders.
The outstanding balances with related parties as at 31 December 2012 and 31 December 2011 are as follows:
Founder Shareholders1 | Joint | Associates | Other6 | Total | ||||||||
Eurasian Bank | Other | ventures | ||||||||||
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In millions of US$ | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
Non-current |
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assets |
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Loans receivable2 | - | - | - | - | 7 | 199 | - | - | - | - | 7 | 199 |
Other financial |
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assets3 | 23 | 16 | - | - | - | - | - | - | - | - | 23 | 16 |
Other non- |
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current assets4 | 5 | 3 | - | 2 | - | - | - | - | - | - | 5 | 5 |
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Current assets |
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Trade and other |
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receivables5 | 24 | 36 | 3 | 17 | 2 | 8 | - | 4 | 12 | - | 41 | 65 |
Cash and cash |
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equivalents | 153 | 175 | - | - | - | - | - | - | - | - | 153 | 175 |
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Current |
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liabilities |
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Borrowings | - | - | - | - | - | 3 | - | - | - | 75 | - | 78 |
Trade and other |
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payables | - | - | 5 | 7 | - | 2 | - | 2 | 2 | 1 | 7 | 12 |
1 Includes all entities under the control of the Founder Shareholders.
2 Non-current loans receivable of US$7 million relates to Taurus Gold Ltd., a joint venture of the Group (2011: Loan receivable of US$199 million predominantly relates to the shareholder loan facility, which was provided to Camrose during 2010 for repaying committed loans previously undertaken by Camrose, funding working capital, commencing feasibility studies, as well as planning and development. As a result of the acquisition of the outstanding ordinary shares of Camrose in December 2012, the outstanding balance for this loan as at 31 December 2012 was treated as an inter-company loan).
3 Other financial assets held with Eurasian Bank JSC includes term deposits of US$23 million (2011: US$16 million) for the retirement of assets in accordance with the requirements of contracts on subsurface use.
4 Other non-current assets with Eurasian Bank JSC of US$5 million relates to letters of credit for property, plant and equipment (2011: US$3 million).
5 Trade and other receivables with Eurasian Bank JSC include letters of credit of US$2 million (2011: US$14 million) and term deposits including interest of US$22 million (2011: US$22 million).
6 Other includes US$12 million receivable from Xinjiang Tuoli ENRC Taihang Chrome Co. Ltd. ('Tuoli'), company sold in 2012 subject to the satisfactory receipt of outstanding trade payables to the Group. Trade payables of US$2 million mainly relates to Medical Centre Eurasia LLP, company owned by the Group CEO (2011: US$75 million payable for promissory notes to Cerida Global Limited, the Group's former joint venture partner, and US$1 million trade payable to Medical Centre Eurasia LLP (previously disclosed within Founder Shareholders)).
Founder Shareholders
The Group was formed from a collection of entities jointly controlled by the three Founder Shareholders, Mr P Chodiev, Mr A Ibragimov and Mr A Machkevitch. The Founder Shareholders continue to be major shareholders of the Company and collectively own, including shares held through trusts and other entities, 43.8% of the Company as at 31 December 2012 (2011: 43.8%). For the years ended 31 December 2012 and 31 December 2011, the Group undertook significant related party transactions with entities controlled by the Founder Shareholders.
Revenues of US$8 million (2011: US$6 million) from the sales of goods to entities controlled by the Founder Shareholders were recognised in the energy segment. | |||
The purchase of goods and services from entities controlled by the Founder Shareholders included the following transactions: | |||
Years ended 31 December | |||
In millions of US$ | 2012 | 2011 | |
Purchases of goods | |||
Purchases of raw materials | (9) | (42) | |
Total | (9) | (42) | |
Purchase of services and other (expense)/income | |||
Insurance | (43) | (39) | |
Security services | (17) | (13) | |
Rental expenses | (8) | (8) | |
Repairs and maintenance | (4) | (8) | |
Bank charges | (4) | (4) | |
Other | (3) | (7) | |
Total | (79) | (79) |
Eurasian Bank JSC
Eurasian Bank JSC is a company controlled by the Founder Shareholders. Term deposits held at Eurasian Bank JSC have an effective interest rate for the year ended 31 December 2012 of 2.3% (2011: 2.8%). Cash and cash equivalents held at Eurasian Bank JSC bear an interest rate of 3.5% (2011: 2.3%).
There were no restrictions on the balance of US$153 million (2011: US$175 million) in cash and cash equivalents at 31 December 2012.
Guarantees
At the inception of the contract in December 2006, Mr Machkevitch provided a guarantee in favour of Alumina & Bauxite Company Ltd, a member of the RUSAL Group, to guarantee the due and punctual performance of ENRC Marketing AG's obligations under its alumina supply contract with RUSAL. The guarantee contains an indemnity from Mr Machkevitch in favour of Alumina & Bauxite Company Ltd in respect of any losses it may suffer arising from any default or non-performance by ENRC Marketing AG under the contract.
Transactions and balances with Government
Government of the Republic of Kazakhstan related entities
The Government of the Republic of Kazakhstan and related entities are related parties of the Group as a result of the Government's shareholding in the Group. The Group has a number of transactions with the Government of the Republic of Kazakhstan and related entities. The nature of these transactions are typically as follows:
• Railroad construction and repair services provided to the Government - revenue US$30 million in 2012 (2011: US$134 million);
• Energy supplied to state owned companies which are part of the National Welfare Fund 'Samruk-Kazyna' JSC group - revenue US$5 million in 2012 (2011: US$2 million);
• Most of the Group's Community and Social Investment in Kazakhstan is made through the Komek Foundation which was established in 2008. The Komek Foundation's long-term focus is on the implementation of programmes aimed at supporting the Group's own employees as well as providing finance for investment in the development of cultural, education, sport and health facilities. Social investment and donations predominately to local schools, colleges and councils in 2012 amounted to US$31 million (2011: US$11 million). No donations were made to the Nazarbayev Fund during 2012 (2011: US$98 million). In addition, donations of US$64 million (2011: US$19 million) were made to the State Fund Centre of Complex Development 'Sary-Arka' to fund the construction of an opera house with total donations up to 31 December 2012 to fund this project being US$104 million;
• National railway services received from Kazakhstan Temir Zholy JSC of US$124 million in 2012 (2011: US$106 million); Balances included in advances to suppliers and other receivables related to the future services from Kazakhstan Temir Zholy JSC amounted to US$25 million as at year ended 31 December 2012 (2011: US$11 million);
• Supply and transportation of fuel and oil associated gas by KazTransGaz JSC amounted to US$46 million in 2012 (2011: US$48 million);
• Services received in relation to transportation of electricity and energy by Kazakhstan Electricity Grid Operating Company JSC ('KEGOC') - US$34 million in 2012 (2011: US$32 million);
• Utility services (including water, electricity, waste) received from state owned companies which are part of the National Welfare Fund 'Samruk-Kazyna' JSC group amounted to US$8 million in 2012 (2011: US$6 million); and
• Taxation and similar payments (including royalties and MET).
In 2010, the Group entered into loan agreements with Development Bank of Kazakhstan and JSC Sovereign Wealth Fund 'Samruk-Kazyna', entities controlled by the Republic of Kazakhstan as follows:
Development Bank of Kazakhstan Facility
On 15 April 2010, the Group announced that it had entered into a loan agreement for the amount of US$400 million with the Development Bank of Kazakhstan. The facility is provided by the Development Bank of Kazakhstan using financing from the State-run Export-Import Bank of China. The facility is for a 15-year period, bears an interest rate of 4% and is fully drawn as at 31 December 2012 (2011: fully drawn). The loan is secured by a corporate guarantee issued by ENRC PLC and a pledge over 51% of the shares of Kazakhstan Aluminium Smelter JSC ('KAS'). Interest charged to the income statement amounted to US$16 million in 2012 (2011: US$16 million). The balance payable on the balance sheet amounted to US$401 million (including accrued interest) for the year ended 31 December 2012 (2011: US$400 million).
JSC Wealth Fund 'Samruk-Kazyna'
On 30 November 2010, the Group entered into a US$500 million facility with the JSC Wealth Fund 'Samruk-Kazyna'. The facility has an applicable interest rate of 7.5% per annum and is repayable in 10 years by bullet repayment. No security has been pledged as part of the agreement and it was fully drawn down as at 31 December 2012 (2011: fully drawn down). Interest charged to the income statement amounted to US$38 million in 2012 (2011: US$38 million). The balance payable on the balance sheet amounted to US$511 million (including accrued interest) as at 31 December 2012 (2011: US$511 million).
Government of the Democratic Republic of the Congo ('DRC') related entities
La Générale des Carrières et des Mines ('Gécamines'), the representative entity of the DRC Government, holds 30% interest in the Group's subsidiary Boss Mining SPRL. As a result of the acquisitions during 2012, the DRC Government holds the remaining 5% in Frontier SPRL, 30% in Metalkol SARL and Gécamines will continue to hold the minority 25% stake in Swanmines SPRL. The Group has a number of transactions with the DRC Government and related entities. The nature of these transactions are typically as follows:
·; Taxation and similar payments (including royalties);
·; Electricity received from Societe Nationale d'Electricite amounted to US$11 million in 2012 (2011: US$7 million).
·; During 2012, the DRC Government granted to ENRC's subsidiary Frontier SPRL a new mining licence in respect of the Frontier mine for US$101.5 million. The new Frontier licence will provide feed for the Frontier processing plant that was acquired from First Quantum Minerals Ltd (refer to note 5 for further details).
·; Prior to acquisition by the Group of the outstanding shares of Camrose Resources Limited, Metalkol SARL (a subsidiary of Camrose) recognised a long term receivable of US$35 million from the DRC Government. The Group will review the nature and fair value of this amount as part of the process of finalising its accounting for the acquisition of Camrose; and
·; As a result of the acquisition of outstanding shares in Camrose (refer to Acquisitions section below), a loan receivable from Gècamines that amounted to US$6 million including accrued interest of $1 million was recognised as part of the Group's balances on the balance sheet as at 31 December 2012. This loan was provided to Gècamines as part of the US$400 million shareholder loan facility to Camrose, for the purposes of subscribing by Gècamines for shares in Metalkol SARL (Camrose's subsidiary).
Acquisitions
Shubarkol Call Option
In April 2012 the Group exercised the option and completed the acquisition of the remaining 75% of the outstanding ordinary shares of Shubarkol (refer to note 5 for further details) from Eurasian Industrial Company JSC which is owned by the Founder Shareholders of the Group.
Camrose
In December 2012, the Group acquired the remaining 49.5% of the outstanding ordinary shares in Camrose (refer to note 5 for further details) from Cerida Global Limited (the Group's former joint venture partner). Cerida Global Limited is an indirect, wholly owned subsidiary of Fleurette Properties Limited, whose entire issued share capital is indirectly and wholly owned by a discretionary trust for the benefit of the wife and children of Mr. Dan Gertler.
Promissory notes
Promissory notes related to the consideration payable for the initial 50.5% investment in Camrose, totalling US$125 million issued to Cerida Global Limited, were fully settled during 2012 (2011: outstanding balance was US$75 million).
Options
On 8 January 2009 the Group purchased an option for a cash consideration of US$10 million, from a company controlled by Mr A Yedilbayev, who served as one of the Group's non-executive Directors until the 8 June 2011, to acquire a 70% interest in Masalskoe GOK LLP. Masalskoe is a company with rights for exploration and production of iron ore of the Masalskoe deposit in the Republic of Kazakhstan. The Group has provided in full for this option and the impairment loss in 2011 was included within impairments and onerous contract provision, note 9.
Disposals
On 18 March 2011, companies within the Group entered into a preliminary agreement with Prime Residential County LLP ("Prime") for Prime to purchase 100 per cent of the equity shareholding in Zhol Zhondeushi LLP (a subsidiary of the Group). On 16 May 2012, the parties signed a sale and purchase agreement and Zhol Zhondeushi LLP was sold to Prime for 2,266 million tenge (approximately US$15 million). Mr A Shadiev, who served as a Director of one of the Group's subsidiaries between 2007 and 2012, became one of two members of Prime on 2 May 2012.
5. BUSINESS COMBINATIONS
Acquisition of Camrose Resources Limited ('Camrose')
On 28 December 2012, the Group completed the purchase of the remaining 49.5% of the outstanding ordinary shares of Camrose, as well as the outstanding minority shareholdings in certain Camrose subsidiaries. The total cash consideration was US$550 million. The Group subsequently holds effective interests of 100% in Camrose, 100% in La Congolaise de Mines et de Développement (Comide Sprl) ('Comide'), 70% in Treatment of Kingamyambo Tailings Company ('Metalkol'), 63.7% in Africo Resources Limited ('Africo') and 47.8% in Swanmines Sprl ('Swanmines').
Camrose, through its subsidiaries, primarily holds interests in five copper and cobalt exploitation licences situated in the DRC:
·; The main asset is the Kolwezi tailings which are owned by Metalkol. The tailings consist of the Kingamyambo dam and the Musoni river tailings containing copper and cobalt ore. The tailings will be processed by the Kolwezi Processing Facility (acquired as part of the First Quantum Minerals transaction in March 2012, discussed later in this note) which sits adjacent to the site;
·; Africo, which is listed on the Toronto Stock Exchange, owns a 75% interest, through its subsidiary Swanmines, in an exploitation licence on the Kalukundi property in the Kolwezi District of the Katanga Province, in the southeast of the DRC. The remaining 25% is owned by Gécamines; and
·; Comide holds the exploitation licences for Kii, Mashitu and Pangalume, which are contiguous to Africo's Kalukundi property.
The provisional fair values of the identifiable assets and liabilities of Camrose and its subsidiaries as at the acquisition date are set out below:
In millions of US$ | Provisional fair values at acquisition date |
Property, plant and equipment (including mineral rights) | 2,149 |
Other financial assets (current) | 47 |
Other receivables - non-financial | 13 |
Loans receivable (non-current) | 6 |
Inventories | 6 |
Total assets | 2,221 |
Deferred tax liabilities | (576) |
Trade and other payables | (29) |
Borrowings | (6) |
Short term provisions | (1) |
Total liabilities | (612) |
Net assets | 1,609 |
Non-controlling interests | (475) |
Goodwill | 386 |
Net attributable assets | 1,520 |
Consideration: | |
Purchase consideration settled in cash | 550 |
Cash acquired | (27) |
Net cash outflow on acquisition | 523 |
Fair value of existing interest at acquisition date | 523 |
Consideration | 1,046 |
Fair value of shareholder loans and other existing trading balances | 474 |
Total consideration | 1,520 |
Analysis of gain arising from business combinations: | |
Fair value of existing interest1 | 523 |
Book value of existing interest | (137) |
Gain arising on re-measurement to fair value of existing equity interest | 386 |
Derecognition adjustment in respect of goodwill arising from FQM transaction as a result of this business combination | (277) |
Gain arising from business combinations | 109 |
1 The fair value of existing interest is calculated based upon the consideration for the outstanding ordinary shares excluding amounts attributed to the acquisition of NCI.
The Camrose transaction is one of the main reasons for the decrease in investments in joint ventures and associates in the Consolidated Balance Sheet as it was previously accounted for as a joint venture, refer to note 16.
As a result of the acquisition, the 50.5% previously held equity interest in Camrose was required to be re-measured at fair value as at the acquisition date (IFRS 3), resulting in a gain of US$109 million. This gain has been included within the net gain arising from business combinations line in the Consolidated Income Statement. The gain includes the derecognition of goodwill relating to the acquisition of Roan Prospecting and Mining SPRL (discussed later in this note) which is subsequently allocated to the Camrose cash-generating unit ('CGU'). This goodwill is now fully recognised in the fair value of the Camrose assets acquired (refer to note 15).
As required by IFRS 3, the identifiable assets and liabilities exclude balances payable by Camrose to the Group. Under IFRS 3, such balances arising from pre-existing relationships are deemed to be 'settled' at acquisition as they eliminate on consolidation. There was, however, no actual settlement of the balances and they remain due and payable. These amounts relate to shareholder loans and other existing trading balances of net fair value US$474 million due from Camrose to the Group and prior to the acquisition were included in the Group's Consolidated Balance Sheet. These balances were considered to be carried at fair value and therefore no gain or loss arose on deemed settlement.
The goodwill recognised on acquisition is the result of the requirement to recognise a deferred tax liability on the acquired mineral rights (within property, plant and equipment) and fair value adjustments. None of the recognised goodwill is expected to be deductible for income tax purposes.
Acquisition costs of US$15.7 million have been expensed and included in general and administrative expenses in the Consolidated Income Statement. The Group has chosen to recognise the non-controlling interests for this acquisition based on their proportionate share of the fair value of the identifiable net assets of the acquiree.
The acquired businesses contributed no revenue and no profit after income tax from the date of acquisition to 31 December 2012. If the acquisition had taken place at the beginning of the year, there would have been no additional impact to the Group's revenue, whilst there would have been a reduction to the profit after income tax of US$35 million (this excludes share of loss of joint ventures already included in the Consolidated Income Statement).
Acquisition of Roan Prospecting & Mining SPRL, Frontier SPRL and Compagnie Minière de Sakania SPRL
On 2 March 2012, the Group completed the acquisition of First Quantum Minerals Ltd.'s ('FQM') business assets in respect of the Kolwezi Tailings ('KMT') project, the Frontier and Lonshi mines and related exploration interests, all located in the Katanga Province of the DRC, for a total consideration of US$1.25 billion. The entities acquired were 100% Compagnie Minière de Sakania SPRL ('COMISA'), 100% Kolwezi Investment Ltd. ('KI'), 100% Roan Prospecting and Mining SPRL ('RPM'), 100% Congo Minerals Development ('CMD') and 95% Frontier SPRL ('Frontier'). The remaining 5% in Frontier is held by the DRC Government.
The total consideration of US$1.25 billion comprised of the following:
·; An initial payment of US$750 million which was made in March 2012; and
·; Deferred consideration of US$500 million in the form of a 3-year promissory note with an interest coupon of 3% which is payable annually in arrears.
Subsequent to the above, on 31 July 2012, the DRC Government granted a new mining licence in respect of the Frontier mine for US$101.5 million.
The main asset of RPM is the Kolwezi Processing Facility. The facility consists of solvent extraction and electrowinning ('SX/EW') circuits for the production of cobalt hydroxide and copper cathodes. The ore body which will be utilised is the Kolwezi tailings, discussed earlier in this note as part of the Camrose acquisition. The Kolwezi Processing Facility and the Kolwezi tailings are referred to together as the Roan Tailings Reclamation ('RTR') project (previously known as the KMT project).
The assets at Frontier consist of an open pit mine and processing facility, comprising a mill and a concentrator for the production of copper concentrate.
The table below sets out the final fair values at acquisition date:
Final fair values at acquisition date | ||||
In millions of US$ | RPM | Frontier | Other | Total |
Property, plant and equipment (including mineral rights) | 416 | 605 | 2 | 1,023 |
Inventories | - | 42 | - | 42 |
Total assets | 416 | 647 | 2 | 1,065 |
Deferred tax liabilities | (10) | (101) | (1) | (112) |
Trade and other payables | - | (6) | - | (6) |
Total liabilities | (10) | (107) | (1) | (118) |
Net assets | 406 | 540 | 1 | 947 |
Non-controlling interests | - | (27) | - | (27) |
Goodwill | 277 | 96 | (1) | 372 |
Net attributable assets | 683 | 609 | - | 1,292 |
Consideration: | ||||
Consideration to FQM (analysed below) | 683 | 507 | - | 1,190 |
Cash payment to DRC Government for grant of Frontier licence | - | 102 | - | 102 |
Total consideration | 683 | 609 | - | 1,292 |
Analysis of FQM consideration: | ||||
Purchase consideration settled in cash | 750 | |||
FQM refund for assets not delivered on closing | (1) | |||
Fair value of promissory notes | 441 | |||
Total | 1,190 |
The Group has finalised its review of the fair value of the identifiable assets and liabilities acquired in respect of the FQM transaction. The final fair value adjustments related primarily to the final measurement of mineral rights acquired, inventories acquired and other adjustments to goodwill and deferred tax liabilities.
The Frontier business was acquired for consideration of US$609 million comprising US$507 million in March 2012 to FQM and US$101.5 million in July 2012 to the DRC Government. Due to the short time period between these transactions and their linked nature, they have been treated as occurring at one stage for the purposes of acquisition accounting. The goodwill recognised on the Frontier acquisition is the result of the requirement to recognise a deferred tax liability on the acquired mineral rights (within property, plant and equipment). None of the recognised goodwill is expected to be deductible for income tax purposes.
The goodwill arising on the acquisition of RPM relates to synergy benefits arising in respect of the Camrose joint venture at the time of acquisition and has been allocated to the Camrose CGU. As discussed earlier in this note and referred to in note 15, this goodwill is subsequently derecognised on the acquisition of Camrose in 2012.
Acquisition costs of US$7.0 million have been expensed and included in general and administrative expenses in the Consolidated Income Statement. The Group has chosen to recognise the non-controlling interests for this acquisition based on their proportionate share of the fair value of the identifiable net assets of the acquiree.
The acquired businesses contributed no revenue and a loss after income tax of $10 million from the date of acquisition to 31 December 2012. If the acquisition had taken place at the beginning of the year, there would have been no additional impact to the Group's revenue and no additional impact to profit after income tax in the Consolidated Income Statement.
Acquisition of Shubarkol Komir Joint Stock Company ('Shubarkol')
On 16 April 2012, the Group completed the purchase of the remaining 75% of the outstanding ordinary shares of Shubarkol, which holds 100% of the ordinary shares of Sary-Arka Spetskoks LLP ('Sary-Arka') and indirectly 70% of the ordinary shares of Xinjiang Aismir Coking Coal Co. Ltd ('Asmare JV'). As a result of this transaction, the Group owns an effective interest of 96.3% in Shubarkol and 67.4% in Asmare JV due to non-controlling interests.
The Group exercised the option to acquire the outstanding ordinary shares for a total cash consideration of US$600 million (plus assumed debt of US$50 million) following receipt of all necessary legal and regulatory approvals.
The principal activity of Shubarkol is the extraction of thermal coal with low ash content from open pit mines. It is one of the major producers of coal in Kazakhstan. Sary-Arka is also located in Kazakhstan and its main asset is a coke production plant which produces semi-coke from coal supplied by Shubarkol.
Asmare JV owns and operates a coke plant in the Xinjiang region of China, and is primarily engaged in the production of low phosphorous coke and coke by-products from coal supplied by local suppliers.
The table below sets out the adjustments to the provisional fair values as previously reported and the final fair values at acquisition date. The final fair value adjustments relate primarily to the measurement of the investment in joint venture, intangible assets and non-controlling interests which were required when the Group completed its review of the acquired Balance Sheet:
In millions of US$ | Provisional fair values at acquisition date as reported at 30 June 2012 | Final fair value adjustments | Final fair values at acquisition date |
Property, plant and equipment (including mineral rights) | 830 | 32 | 862 |
Intangible assets | 14 | (14) | - |
Investment in joint venture | 11 | 11 | 22 |
Other financial assets (non-current) | 11 | - | 11 |
Inventories | 11 | - | 11 |
Other financial assets (current) | 6 | - | 6 |
Total assets | 883 | 29 | 912 |
Deferred tax liabilities | (146) | (20) | (166) |
Borrowings | (50) | - | (50) |
Taxation | (12) | (1) | (13) |
Provisions | (11) | - | (11) |
Trade and other payables | (11) | 4 | (7) |
Total liabilities | (230) | (17) | (247) |
Net assets | 653 | 12 | 665 |
Non-controlling interests | (1) | (28) | (29) |
Goodwill | 132 | 20 | 152 |
Net attributable assets | 784 | 4 | 788 |
Consideration: |
|
|
|
Purchase consideration settled in cash | 600 | - | 600 |
Cash acquired | (16) | - | (16) |
Net cash outflow on acquisition | 584 | - | 584 |
Fair value of existing interest at acquisition date | 200 | - | 200 |
Consideration | 784 | - | 784 |
Fair value of existing trading balances | - | 4 | 4 |
Total consideration | 784 | 4 | 788 |
|
|
| |
Analysis of loss arising from business combinations: |
|
|
|
Fair value of existing interest | 200 | - | 200 |
Book value of existing interest | (214) | (6) | (220) |
Loss arising from business combinations | (14) | (6) | (20) |
The Shubarkol transaction is one of the main reasons for the decrease in investments in joint ventures and associates in the Consolidated Balance Sheet as it was previously accounted for as an associate, refer to note 16.
As a result of the acquisition, the previously held equity interest in Shubarkol was required to be re-measured at fair value as at the acquisition date (IFRS 3), resulting in a loss of US$20 million. This loss has been included within the net gain arising from business combinations line in the Consolidated Income Statement.
The goodwill recognised on acquisition is the result of the requirement to recognise a deferred tax liability on the acquired mineral rights (within property, plant and equipment) and fair value adjustments. None of the recognised goodwill is expected to be deductible for income tax purposes.
As required by IFRS 3, the identifiable assets and liabilities exclude balances payable by Shubarkol to the Group. Under IFRS 3, such balances arising from pre-existing relationships are deemed to be 'settled' at acquisition as they eliminate on consolidation. There was, however, no actual settlement of the balances and they remain due and payable. These amounts relate to existing trading balances of net fair value US$4 million due from Asmare JV to the Group and prior to the acquisition were included in the Group's Consolidated Balance Sheet. These balances were considered to be carried at fair value and therefore no gain or loss arose on deemed settlement.
Acquisition costs of US$1.9 million have been expensed and included in general and administrative expenses in the Consolidated Income Statement. The Group has chosen to recognise the non-controlling interests for this acquisition based on their proportionate share of the fair value of the identifiable net assets of the acquiree.
The acquired business contributed revenues of US$105 million and profit after income tax of US$41 million from the date of acquisition. If the acquisition had taken place at the beginning of the year, the impact to the Group's revenue would have been an additional US$48 million and there would have been an additional profit after income tax of US$21 million (this excludes share of profit of associates already included in the Consolidated Income Statement).
Goodwill
The acquisition of Camrose, FQM's assets in respect of the RTR project, Frontier and Shubarkol, are the main reasons for the increase in goodwill in the Consolidated Balance Sheet, refer to note 15.
Fair value estimates
The provisional values of assets and liabilities recognised on acquisition are their estimated fair values at the date of acquisition. Accounting standards permit up to 12 months for provisional acquisition accounting to be finalised following the acquisition date if any subsequent information provides better evidence of the item's fair value at the date of acquisition.
For the FQM and Shubarkol transaction, the Group finalised its review of the fair value of assets and liabilities recognised at the date of acquisition. For the Camrose transaction, the Group is in the process of finalising its review of the fair value of assets and liabilities recognised at the date of acquisition. Such reviews may include engaging third party advisors to determine the fair values of the CGUs of the entities acquired.
6. COST OF SALES | ||
Years ended 31 December | ||
In millions of US$ | 2012 | 2011 |
Materials and components used | (1,432) | (1,504) |
Staff costs | (703) | (604) |
Depreciation and amortisation | (666) | (498) |
Mineral extraction taxes, royalties and other taxes | (325) | (399) |
Power and energy | (208) | (201) |
Change in inventories | 125 | 91 |
Other | (514) | (402) |
Total cost of sales | (3,723) | (3,517) |
7. DISTRIBUTION COSTS | ||
Years ended 31 December | ||
In millions of US$ | 2012 | 2011 |
Transportation costs | (425) | (398) |
Agency and commission fees | (19) | (24) |
Staff costs | (11) | (7) |
Taxes and duties | (10) | (14) |
Other | (65) | (58) |
Total distribution costs | (530) | (501) |
8. GENERAL AND ADMINISTRATIVE EXPENSES |
|
|
|
|
|
| Years ended 31 December | |
In millions of US$ | 2012 | 2011 |
Staff costs | (271) | (233) |
Professional and other services1 | (143) | (92) |
Sponsorship and donations | (122) | (156) |
Taxes other than on income | (38) | (36) |
Travel and entertainment | (28) | (25) |
Depreciation and amortisation | (23) | (17) |
Other | (108) | (133) |
Total general and administrative expenses | (733) | (692) |
1Included within professional and other services are expenses of US$26 million (2011: US$2 million credit) related to acquisition costs which are expensed under IFRS 3 (revised).
9. IMPAIRMENTS AND ONEROUS CONTRACT PROVISION | ||
Years ended 31 December | ||
In millions of US$ | 2012 | 2011 |
Impairments | ||
Cash-generating units: | ||
-Aluminium of Kazakhstan | (608) | - |
-Boss Mining Group | (240) | - |
-Zhairemsky GOK | (124) | - |
-Chambishi | (96) | - |
Investments in quoted equity shares | (123) | - |
Other | (25) | (24) |
Total impairments | (1,216) | (24) |
Onerous contract provision | (328) | - |
Impairments
Cash-generating units
As a result of the annual impairment review of cash-generating units, the Group recognised impairments of property, plant and equipment, goodwill and other non-current assets for the year ended 31 December 2012.
The total impairment loss of US$608 million (2011: US$nil) recognised for the Aluminium of Kazakhstan CGU relates to property, plant and equipment of US$597 million and the remainder, US$11 million, relates to other non-current assets. The impairment loss was mainly due to lower long-term prices for alumina as a result of difficult marketing conditions and inflationary cost pressures.
The US$240 million (2011: US$nil) impairment loss in the Boss Mining Group CGU includes the impairment of goodwill of US$177 million and property, plant and equipment of US$63 million. As a result of reprioritisation of the Group's copper projects, the construction of the Boss Mining concentrator has been deferred. This impacted the timing of expected cash inflows and resulted in higher production costs.
Property, plant and equipment and other non-current assets of the Zhairemsky GOK CGU have been impaired by US$124 million (2011: US$nil). The impairment loss is due to limited demand and lower prices for its main manganese products and a high cost of production.
Goodwill relating to the Chambishi CGU was impaired by US$96 million (2011: US$nil) due to the deferral of capital expenditure as a result of the reprioritisation of the Group's copper and cobalt projects and consequential higher production costs;.
Investments in quoted equity shares
The Group determines an impairment loss on its investments in quoted equity shares when there has been a significant or prolonged decline in its fair value below original cost. The Group exercises judgement in determining what is 'significant' or 'prolonged' by evaluating, among other factors, whether the decline is outside the normal range of volatility in the asset's price. The level of impairment loss that the Group recognised in the Consolidated Income Statement is the cumulative loss that had been recognised directly in the 'revaluation reserve of financial assets available-for-sale' in the Consolidated Statement of Change in Equity.
The total amount of impairment loss recognised by the Group in relation to its investments in quoted equity shares is US$123 million (2011: US$nil). Of this impairment loss, US$120 million relates to the Group's interest in Northam Platinum Limited and US$3 million relates to the Group's investment in short-term available-for-sale equity securities.
Onerous contract provision
The Group has recognised an onerous contract provision amounting to US$328 million (2011: US$nil) in relation to its long term contract with United Company RUSAL, a Russian aluminium producer. The long term contract requires a minimum delivery of 1,164 ktpa of alumina and runs until the end of 2016. The pricing under this contract is linked to the LME price of primary aluminium. Due to a reduction in the estimated LME prices and an increased cost of production, the estimated unavoidable costs of meeting the contractual obligations as at 31 December 2012 exceed the economic benefits expected to be received from it.
10. FINANCE INCOME | ||
Years ended 31 December | ||
In millions of US$ | 2012 | 2011 |
Interest income | 38 | 37 |
Foreign exchange gains | 11 | 9 |
Other | 11 | 14 |
Dividends | - | 1 |
Total finance income | 60 | 61 |
11. FINANCE COST | ||
Years ended 31 December | ||
In millions of US$ | 2012 | 2011 |
Interest expense on borrowings | (169) | (77) |
Amortisation of financial instruments discount | (26) | (9) |
Foreign exchange losses | (17) | (39) |
Unwinding of discount provisions | (17) | (10) |
Other | (57) | (49) |
Total finance cost | (286) | (184) |
12. INCOME TAXES | ||
Income tax expense comprises the following: | ||
Years ended 31 December | ||
In millions of US$ | 2012 | 2011 |
Current tax | ||
Corporate income tax - current period | (392) | (634) |
Corporate income tax - prior periods | (4) | (36) |
Withholding taxes | (25) | (46) |
Total current tax | (421) | (716) |
Deferred tax | ||
Deferred income tax - current period | 109 | (54) |
Deferred income tax - prior periods | 10 | 1 |
Total deferred tax | 119 | (53) |
Total income tax expense for the period | (302) | (769) |
The Group's income tax expense for the year was US$302 million (2011: US$769 million), an Effective Tax Rate ('ETR') of minus 54.9% (2011: 27.9%).
The ETR for the year, adjusted for the impact of impairments, the onerous contract provision, and the net gain arising from business combinations, of 44.3% (2011: 27.7%) was higher than the applicable Corporate Income Tax rate of 20% in Kazakhstan, where the majority of the Group's operations are located. The main factors affecting the adjusted ETR included losses not recognised for deferred tax (+16.3%), non-taxable and non-deductible items (+6.9%), differences in overseas tax rates (-4.6%), excess profits tax charges in Kazakhstan (+2.9%), and withholding taxes mainly relating to the repatriation of dividends from Kazakhstan (+2.8%).
The Group's adjusted ETR is higher than in the previous year. This is primarily due to an increased influence of expenditure associated with greenfield projects and the resulting increase in unrecognised tax losses, and due to adverse changes in commodity prices and market conditions, which the ETR remains sensitive to.
13. EARNINGS PER SHARE | ||
Years ended 31 December | ||
In millions of US$ (unless stated otherwise) | 2012 | 2011 |
(Loss)/profit for the year attributable to owners of the Company | (804) | 1,974 |
Number of shares: | ||
Weighted average number of ordinary shares in issue for basic earnings per share | 1,287,750,000 | 1,287,750,000 |
Adjusted for: | ||
Potential share based awards under Deferred Share Plan | 1,229,371 | - |
Weighted average number of ordinary shares for diluted earnings per share | 1,288,979,371 | 1,287,750,000 |
(Loss)/earnings per share - basic and diluted (US cents) | (62) | 153 |
EARNINGS PER SHARE - ADJUSTED | ||
Years ended 31 December | ||
In millions of US$ (unless stated otherwise) | 2012 | 2011 |
Adjusted profit for the year attributable to owners of the Company (refer to note 20) | 533 | 1,998 |
Earnings per share - basic and diluted - adjusted (US cents) | 41 | 155 |
14. PROPERTY, PLANT AND EQUIPMENT | |||||||
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| Buildings | |||||
| and | Plant | Assets | ||||
Freehold | mining | Mineral | and | under | |||
In millions of US$ | land | assets | rights | equipment | Vehicles | construction | Total |
Cost at 1 January 2012 | 55 | 2,153 | 3,138 | 3,659 | 1,113 | 1,950 | 12,068 |
Additions | 13 | 75 | 2 | 323 | 98 | 1,981 | 2,492 |
Additions on business combinations (note 5) | - | 223 | 2,964 | 272 | 37 | 538 | 4,034 |
Change in asset |
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retirement costs | - | 55 | - | 6 | - | 11 | 72 |
Transfers | - | 353 | - | 482 | 267 | (1,102) | - |
Transfer to assets |
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classified as held for sale | - | - | - | - | - | (6) | (6) |
Disposals | - | (36) | - | (61) | (30) | (47) | (174) |
Exchange differences | (1) | (36) | (161) | (53) | (20) | (41) | (312) |
At 31 December 2012 | 67 | 2,787 | 5,943 | 4,628 | 1,465 | 3,284 | 18,174 |
Accumulated |
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depreciation at |
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|
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1 January 2012 | - | (528) | (75) | (1,181) | (393) | - | (2,177) |
Disposals | - | 5 | - | 51 | 29 | - | 85 |
Depreciation charge | - | (146) | (102) | (377) | (110) | - | (735) |
Impairment charge | (2) | (245) | (63) | (285) | (41) | (153) | (789) |
Exchange differences | - | 10 | - | 17 | 6 | - | 33 |
At 31 December 2012 | (2) | (904) | (240) | (1,775) | (509) | (153) | (3,583) |
Carrying value at |
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31 December 2012 | 65 | 1,883 | 5,703 | 2,853 | 956 | 3,131 | 14,591 |
Additions to assets under construction included $59 million capitalised borrowing costs (2011: nil). The average capitalisation rate was 6% for the year ended 31 December 2012 (2011: nil).
During the year, there was a $789 million impairment charge with respect to property, plant and equipment (2011: nil). Refer to note 9 for the detailed impact of this charge.
| |||||||
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| Buildings | |||||
| and | Plant | Assets | ||||
Freehold | mining | Mineral | and | under | |||
In millions of US$ | land | assets | rights | equipment | Vehicles | construction | Total |
Cost at 1 January 2011 | 54 | 1,870 | 2,669 | 2,960 | 833 | 1,485 | 9,871 |
Additions | 2 | 39 | 25 | 172 | 103 | 1,566 | 1,907 |
Additions relating to acquisition of assets1 | - | - | 195 | - | - | - | 195 |
Additions on business |
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combinations | - | - | 399 | - | - | - | 399 |
Change in asset |
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retirement costs | - | 31 | - | - | - | - | 31 |
Transfers | - | 227 | 7 | 608 | 202 | (1,044) | - |
Transfer to assets |
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classified as held for sale | - | 1 | - | (6) | (1) | (6) | (12) |
Disposals | - | (5) | - | (53) | (16) | (23) | (97) |
Exchange differences | (1) | (10) | (157) | (22) | (8) | (28) | (226) |
At 31 December 2011 | 55 | 2,153 | 3,138 | 3,659 | 1,113 | 1,950 | 12,068 |
Accumulated |
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depreciation at |
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1 January 2011 | - | (434) | (28) | (934) | (329) | - | (1,725) |
Disposals | - | 3 | - | 47 | 15 | - | 65 |
Depreciation charge | - | (100) | (48) | (305) | (84) | - | (537) |
Transfer to assets |
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classified as held for sale | - | - | - | 3 | 1 | - | 4 |
Exchange differences | - | 3 | 1 | 8 | 4 | - | 16 |
At 31 December 2011 | - | (528) | (75) | (1,181) | (393) | - | (2,177) |
Carrying value at |
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31 December 2011 | 55 | 1,625 | 3,063 | 2,478 | 720 | 1,950 | 9,891 |
1 Included within additions of mineral rights is the Group's US$195 million payment to acquire 100% of the ordinary shares of Dezita Investments Limited which owns Exploration Permit Number PE 1284 in the Democratic Republic of the Congo.
15. GOODWILL AND INTANGIBLE ASSETS |
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| Intangible | |
In millions of US$ | Note | Goodwill | assets | Total |
Carrying amount at 1 January 2011 |
| 1,348 | 23 | 1,371 |
Acquisitions through business combinations |
| 86 | - | 86 |
Additions |
| - | 14 | 14 |
Impairment |
| (7) | - | (7) |
Exchange differences |
| (54) | - | (54) |
Carrying amount at 31 December 2011 |
| 1,373 | 37 | 1,410 |
Acquisitions through business combinations1 | 5 | 910 | - | 910 |
Additions |
| - | 47 | 47 |
Amortisation |
| - | (2) | (2) |
Disposals |
| - | (4) | (4) |
Derecognition relating to acquisition of Camrose2 | 5 | (277) | - | (277) |
Impairment | 9 | (273) | - | (273) |
Exchange differences |
| (56) | (1) | (57) |
Carrying amount at 31 December 2012 |
| 1,677 | 77 | 1,754 |
1 During the year, goodwill arose on the acquisition of the remaining interests in Camrose and Shurbakol and on the FQM transaction.
2Goodwill arising on the acquisition of RPM, part of the FQM transaction, relates to synergy benefits arising in respect of the Camrose joint venture at the time of acquisition and has been allocated to the Camrose CGU. This goodwill is subsequently derecognised on the acquisition of Camrose in 2012.
16. INVESTMENTS IN JOINT VENTURES AND ASSOCIATES
As at 31 December 2012 and 31 December 2011, investments in joint ventures and associates consisted of the following:
In millions of US$ (unless stated otherwise) | As at 31 December 2012 | As at 31 December 2011 | |||||
Associate/ | Country of | Carrying | Effective | Carrying | Effective | ||
Investee | joint venture | incorporation | Principal activities | value | ownership | value | ownership |
Xinjiang Aismir Coking Coal Co. Ltd1,2 | Joint venture | China | Production of coke and coke by-products | 8 | 67.4% | - | - |
Taurus Gold Limited | Joint venture | British Virgin Islands | Development of gold deposits | 1 | 34.8% | 8 | 34.8% |
Camrose Resources Limited3 | Joint venture | British Virgin Islands | Development of copper and cobalt deposits | - | - | 168 | 50.5% |
Shubarkol Komir JSC1,3 | Associate | Kazakhstan | Semi-coke/thermal coal production | - | - | 213 | 24.1% |
Earth Centre Investments (Pty) Limited4 | Associate | Namibia | Property investment | - | - | - | 50.0% |
Total | 9 | 389 |
1 Effective ownership represents the Group's interest in joint ventures and associates considering non-controlling interests.
2 Xinjiang Aismir Coking Coal Co. Ltd ('Asmare JV') was acquired on 16 April 2012 as part of the Shubarkol acquisition.
3 The Group's interest in these entities increased during the reporting period and they are now subsidiaries.
4 This investment was disposed of during 2012.
Movements in the carrying value of the investments in associates are set out in the following table: | |||
In millions of US$ | Note | 2012 | 2011 |
Carrying value at 1 January | 213 | 210 | |
Dividends | - | (9) | |
Share of profit of associates | - | 14 | |
Reversal of net debt | 7 | - | |
Acquisition through business combinations (a) | 5 | (220) | - |
Exchange differences | - | (2) | |
At 31 December | - | 213 |
Movements in the carrying value of the investments in joint ventures are set out in the following table: | |||
In millions of US$ | Note | 2012 | 2011 |
Carrying value at 1 January | 176 | 183 | |
Acquisition through business combinations (a) | 5 | 22 | - |
Acquisition of outstanding interest in Camrose (b) | 5 | (137) | - |
Share of loss of joint ventures | (39) | (12) | |
Impairment of interest in Asmare JV (c) | (13) | - | |
Acquisition of additional investment in Taurus Gold | - | 7 | |
Adjustment of acquisition costs | - | (2) | |
At 31 December | 9 | 176 |
a) Acquisition of outstanding interests in Shubarkol
On 16 February 2009, the Group acquired 25% of the ordinary shares in Shubarkol, a semi-coke and thermal coal producer incorporated in Kazakhstan. On 16 April 2012, the Group completed the purchase of the remaining 75% of the outstanding ordinary shares of Shubarkol which holds 100% of the ordinary shares of Sary-Arka Spetskoks LLP and indirectly 70% of the ordinary shares of Xinjiang Aismir Coking Coal Co. Ltd ('Asmare JV'). Shubarkol is now a fully consolidated subsidiary, however, Asmare JV is accounted for as a joint venture.
Asmare JV owns and operates a coke plant in the Xinjiang region of China, and is primarily engaged in the production of low phosphorous coke and coke by-products from coal supplied by local suppliers. This investment is deemed a joint venture as according to the joint venture charter, all strategic decisions, including decisions over distribution and reinvestment policy and approval of the annual business plan, should be taken through a unanimous approval of the joint venture's owners. Refer to note 5 for further details.
b) Acquisition of outstanding interests in joint ventures
In August 2010, the Group purchased 50.5% of the issued share capital of Camrose and formed the Camrose joint venture. From this time, the Group exercised day-to-day operational control however, due to certain reserved matters in the shareholders' agreement governing the relationship, the investment had been accounted for as a joint venture. On 20 August 2012, the guarantee provided by the Group to secure repayment of US$155 million Cerida debt was discharged. In December 2012, the Group acquired the remaining 49.5% of Camrose. Refer to note 5 for further details.
c) Impairment of interest in Asmare JV
Subsequent to the acquisition, the Group is continuing to review its strategic options in respect of Asmare JV. As a consequence of the uncertainty regarding the future development of this investment an impairment charge of US$13 million has been recognised. Refer to note 9.
17. BORROWINGS | |||
As at 31 December | |||
In millions of US$ | Note | 2012 | 2011 |
Non-current | |||
Bank borrowings | 4,202 | 325 | |
Term borrowings | 7 | 2 | |
Promissory notes | 451 | - | |
Bonds | - | 14 | |
Non-current borrowings - third party | 4,660 | 341 | |
Bank borrowings | 394 | 393 | |
Term borrowings | 500 | 500 | |
Non-current borrowings - related party | 4 | 894 | 893 |
Total non-current borrowings | 5,554 | 1,234 | |
Current | |||
Bank borrowings | 232 | 263 | |
Term borrowings | - | 1 | |
Promissory notes | 15 | - | |
Bonds | 14 | - | |
Current borrowings - third party | 261 | 264 | |
Bank borrowings | 7 | 7 | |
Term borrowings | 11 | 14 | |
Promissory notes | - | 75 | |
Current borrowings - related party | 4 | 18 | 96 |
Total current borrowings | 279 | 360 | |
Total borrowings | 5,833 | 1,594 |
Export Credit Facility ('ECA Facility')
On 21 December 2012, the Group entered into an ECA Facility agreement for the amount of €74.8 million. The agreement has a 10.5 year maturity with a 3 year draw down availability period and bears an interest rate of six month EURIBOR plus 1.1% per annum. Euler Hermes Kreditversicherungs AG has provided credit insurance to support the facility. At 31 December 2012 there were no drawings under this facility.
Sberbank of Russia
On 1 February 2012, the Group entered into a credit facility agreement with Sberbank of Russia for US$2,000 million. The facility has an applicable interest rate of LIBOR plus 6.3% and is repayable in 5 years. The full amount was drawn down at 31 December 2012.
Russian Commercial Bank (Cyprus) Limited (part of the VTB Group)
On 30 September 2011, the Group entered into a US$1,000 million loan agreement with Russian Commercial Bank (Cyprus) Limited (part of the VTB group). The loan has an applicable interest rate of 6.1% per annum and is repayable initially in 3 years by bullet repayment with a 2 year term-out option. No security has been pledged as part of the agreement and it was fully drawn down as at 31 December 2012 (2011: US$40 million).
On 25 April 2012, the Group entered into a second US$1,000 million term loan facility. The facility bears an applicable interest rate of LIBOR plus 6.25% per annum and is repayable in 2 years by bullet repayment. The full amount was drawn down at 31 December 2012.
Revolving Credit Facility
On 16 February 2012, the Group signed the refinancing of the US$500 million revolving credit facility. The amount of the facility was reduced to US$467 million and has been arranged on a club deal basis with Credit Agricole acting as the coordinating bank. This is a two year facility and bears an interest rate of LIBOR plus 2.5%. As at 31 December 2012 there were no drawings under this facility.
Promissory Notes
As part of the FQM transaction, announced on 2 March 2012, the total consideration included deferred consideration of US$500 million. This is in the form of a 3-year promissory note with an interest coupon of 3% per annum. In accordance with IAS 39 Financial Instruments, this was measured at fair value of US$441 million at the time of the transaction and US$466 million as at 31 December 2012.
In August 2010, as part of its acquisition of the initial 50.5% interest in Camrose, the Group issued promissory notes at nominal value totalling US$125 million which matured between 9 months and 24 months from the date of issue. As at 31 December 2012, the carrying value of the promissory notes outstanding was US$nil (2011: US$75 million).
JSC Wealth Fund 'Samruk Kazyna'
On 30 November 2010, the Group entered into a US$500 million facility with the JSC Wealth Fund 'Samruk Kazyna'. The facility has an applicable interest rate of 7.5% per annum and is repayable in 10 years by bullet repayment. No security has been pledged as part of the agreement and it was fully drawn down as at 31 December 2012 (2011: fully drawn down).
Structured Trade Finance Facility
On 5 October 2010, the Group entered into a US$500 million Structured Trade Finance Facility with a group of international lenders. The facility has an applicable interest rate of one month LIBOR plus 3.37% and is repayable over 3 years. As at 31 December 2012 US$167 million of the facility was outstanding (2011: US$367 million).
The facility is secured principally against trade receivables from the Magnitogorsk Iron and Steel Works OJSC ('MMK'), the associated trade receivable balance as at 31 December 2012 was US$51 million (2011: US$35 million).
Development Bank of Kazakhstan Facility
On 15 April 2010, the Group entered into a loan agreement for the amount of US$400 million with the Development Bank of Kazakhstan. The facility was provided by the Development Bank of Kazakhstan using financing from the State-run Export-Import Bank of China. The facility is for a 15 year period, bears an interest rate of 4% and is fully drawn as at 31 December 2012 (2011: fully drawn). The loan is secured by a corporate guarantee issued by ENRC PLC and a pledge over 51% of the shares of Kazakhstan Aluminium Smelter JSC.
Export Credit Facilities
On 7 February 2011, the Group entered into an ECA Facility agreement for the amount of €185 million. The agreement has an 11 year maturity and bears an interest rate of six month EURIBOR plus 1.2% per annum. Euler Hermes Kreditversicherungs AG has provided credit insurance to support the facility. The purpose of the facility is to finance the Group's capital expenditure in the new Aktobe ferroalloys smelter. At 31 December 2012, US$180 million of the facility was outstanding (2011: US$43 million).
On 16 February 2010, the Group entered into an ECA facility agreement for the amount of €47.5 million. The facility has a 10 year maturity and bears an interest rate of six month EURIBOR plus 1.5% per annum. Euler Hermes Kreditversicherungs AG has provided credit insurance to support the facility. The facility will be used to finance some of the Group's planned capital expenditure. As at 31 December 2012 US$56 million of the facility was drawn down (2011: US$54 million).
On 30 November 2007, the Group entered into an unsecured €32.5 million Export Credit facility (ECA facility). The facility has an applicable interest rate of six month EURIBOR plus 0.5% per annum and matures on 20 February 2020. Euler Hermes Kreditversicherungs AG has provided credit insurance to support the facility. The purpose of the facility is to finance an export contract with Takraf GmbH. As at 31 December 2012 US$28 million of the facility was drawn down (2011: US$31 million).
Euro Medium Term Notes
On 13 May 2010, the Group established a Euro Medium Term Note ('EMTN') programme for US$3,000 million. Subject to relevant laws and regulations notes can be issued in a variety of forms and for a range of maturity periods. Proceeds from any issues under the programme may be used for the Group's capital expenditure programme, potential future acquisitions and for general corporate purposes. There were no issues outstanding under the programme as at 31 December 2012 (2011: US$nil).
18. CASH FLOW FROM OPERATING ACTIVITIES | |||
|
| Years ended 31 December | |
In millions of US$ | Note | 2012 | 20111 |
Cash flow from operating activities | |||
(Loss)/profit before income tax for the year | (550) | 2,755 | |
Adjustments for: | |||
Depreciation and amortisation | 691 | 515 | |
Loss on disposal of property, plant and equipment | 2 | 5 | |
Net gain arising from business combinations | 5 | (89) | - |
Onerous contract provision | 9 | 328 | - |
Adjustment to contingent consideration for Rubio Holdings | (8) | - | |
Gain on disposal of assets and liabilities classified as held for sale | (1) | - | |
Share of loss/(profit) from joint ventures and associates | 16 | 39 | (2) |
Share-based payments | 10 | 8 | |
Impairment of property, plant and equipment, goodwill and non-current assets | 9 | 1,216 | 24 |
Impairment loss on receivables | 3 | 26 | |
Impairment of inventories | 20 | - | |
Net finance cost | 226 | 123 | |
Net foreign exchange gain | (14) | (32) | |
|
| 1,873 | 3,422 |
Changes in inventories | (232) | (173) | |
Changes in trade and other receivables | 146 | (169) | |
Changes in trade and other payables | 68 | (10) | |
Changes in asset retirement obligations | 12 | (7) | |
Changes in employee benefit obligations | 22 | 6 | |
Changes in other taxes payable | 20 | (25) | |
Cash generated from operating activities | 1,909 | 3,044 |
1 Reclassification of year ended 31 December 2011 is due to net foreign exchange gain and impairment of property, plant and equipment being reanalysed.
19. CONTINGENCIES
Taxation
At the end of 2009, the Kazakhstan tax authorities issued a transfer pricing assessment of US$126 million on SSGPO in respect of the year ended 31 December 2004. The Group's management have appealed against the assessment, with no provision against additional tax considered to be necessary. The Kazakhstan tax authorities are currently considering the Group's appeal against the assessment. As at 31 December 2012, the position remained unchanged.
20. RECONCILIATION OF NON-GAAP MEASURES |
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|
1. Underlying EBIT, EBITDA and EBITDA margin |
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|
|
|
| Years ended 31 December | |
In millions of US$ (unless stated otherwise) | Note | 2012 | 2011 |
(Loss)/profit for the year |
| (852) | 1,986 |
Adjustments for: |
|
|
|
Impairments | 9 | 1,216 | 24 |
Finance cost |
| 286 | 184 |
Income tax expense |
| 302 | 769 |
Onerous contract provision | 9 | 328 | - |
Transaction costs/(credit) expensed under IFRS 3 (revised) | 5 | 26 | (2) |
Share of loss/(profit) of joint ventures and associates1 |
| 39 | (2) |
Finance income |
| (60) | (61) |
Net gain arising from business combinations | 5 | (89) | - |
Underlying EBIT |
| 1,196 | 2,898 |
Add back: |
|
|
|
Depreciation and amortisation |
| 691 | 515 |
Underlying EBITDA2 |
| 1,887 | 3,413 |
Divide by: |
|
|
|
Revenue |
| 6,320 | 7,705 |
Underlying EBITDA Margin3 |
| 29.9% | 44.3% |
1 Joint ventures and associates for 2011 and 2012 include Shubarkol as an associate from February 2009 to April 2012, Camrose as a joint venture from August 2010 to December 2012, Taurus as a joint venture from December 2010, and Asmare Coking Coal as a joint venture from April 2012.
2 Underlying EBITDA: (Loss)/profit before finance income, finance cost, income tax expense, onerous contract provision, depreciation, amortisation and impairment of property, plant and equipment, intangible assets and other non-current assets, share of profit or loss of joint ventures and associates, net gain arising from business combinations and acquisition related credit/costs now expensed under IFRS 3 (revised).
3 Underlying EBITDA margin: Underlying EBITDA as a percentage of revenue.
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|
|
2. Return on capital employed |
|
|
| Years ended 31 December | |
In millions of US$ (unless stated otherwise) | 2012 | 2011 |
Underlying EBIT | 1,196 | 2,898 |
Divide by: |
|
|
Capital employed weighted average1 |
|
|
Borrowings | 4,122 | 1,597 |
Equity including non-controlling interests | 11,035 | 10,798 |
Total capital employed weighted average | 15,157 | 12,395 |
Return on capital employed | 7.9% | 23.4% |
1 The capital employed used in this calculation is a three point average based on the opening and closing balance sheet for each year plus the half year interim balance sheet.
3. Gearing | ||
Years ended 31 December | ||
In millions of US$ (unless stated otherwise) | 2012 | 2011 |
Net debt | 5,135 | 972 |
Divide by: | ||
Net debt | 5,135 | 972 |
Equity attributable to owners of the Company | 9,746 | 10,900 |
14,881 | 11,872 | |
Gearing | 34.5% | 8.2% |
| ||
4. Gross available funds, net available funds and net debt | ||
Years ended 31 December | ||
In millions of US$ | 2012 | 2011 |
Gross available funds | ||
Cash and cash equivalents | 698 | 622 |
Term deposits (included in trade and other receivables) | 26 | 25 |
Other financial assets | 321 | 218 |
Less: | ||
Investment in quoted equity shares (non-current) | (232) | (191) |
Other restricted financial assets | (70) | (16) |
Total gross available funds | 743 | 658 |
Net debt | ||
Cash and cash equivalents | 698 | 622 |
Borrowings - current | (279) | (360) |
Borrowings - non-current | (5,554) | (1,234) |
Total net debt | (5,135) | (972) |
| ||
5. Analysis of movements in net debt | ||
In millions of US$ | 2012 | 2011 |
Opening net debt at 1 January | (972) | (35) |
Increase/(decrease) in cash during the year | 80 | (961) |
Cash inflow from borrowing proceeds | (4,090) | (154) |
Cash outflow from debt repayment | 338 | 154 |
Promissory notes repaid for Camrose joint venture acquisition (within investing activities) | - | 50 |
Promissory notes repaid for Camrose joint venture acquisition (within financing activities) | 75 | - |
Change in net debt resulting from cash flows | (3,597) | (911) |
Foreign exchange (loss)/gain on borrowings | (6) | 3 |
Foreign exchange loss on cash and cash equivalents | (4) | (12) |
Foreign exchange movements | (10) | (9) |
Promissory notes issued as part of FQM transaction | (441) | - |
Borrowings assumed on acquisition of subsidiaries | (56) | - |
Net interest accrued | (73) | (17) |
Other movements | 14 | - |
Other non-cash movements | (556) | (17) |
Net debt at 31 December | (5,135) | (972) |
| ||
6. Reconciliation of adjusted profit for the period attributable to owners of the Company | ||
Years ended 31 December | ||
In millions of US$ (unless stated otherwise) | 2012 | 2011 |
(Loss)/profit for the year attributable to owners of the Company | (804) | 1,974 |
Adjustments for: | ||
Impairments | 1,216 | 24 |
Onerous contract provision | 328 | - |
Net gain arising from business combinations | (89) | - |
Tax impact of the above | (99) | - |
Non-controlling interests - share of impairments net of tax | (19) | - |
Adjusted profit attributable to owners of the Company | 533 | 1,998 |
7. Reconciliation of adjusted effective tax rate | ||
Years ended 31 December | ||
In millions of US$ (unless stated otherwise) | 2012 | 2011 |
(Loss)/profit before income tax expense | (550) | 2,755 |
Adjustments for: | ||
Impairments | 1,216 | 24 |
Onerous contract provision | 328 | - |
Net gain arising from business combinations | (89) | - |
Adjusted profit before income tax expense | 905 | 2,779 |
Income tax expense | (302) | (769) |
Adjustments for: | ||
Tax on impairment | (99) | - |
Adjusted income tax expense | (401) | (769) |
Adjusted effective tax rate | 44.3% | 27.7% |
21. EVENTS AFTER BALANCE SHEET DATE
2012 Final Dividend
The Directors of the Board do not recommend a final dividend for the year ended 31 December 2012.
Funding arrangements
On 12 February 2013, the Group refinanced its existing revolving credit facility, increasing the facility from US$467 million to US$500 million and extending the maturity to 2015. The facility has been arranged on a club deal basis with Bank of Tokyo acting as the coordinating bank and bears an interest rate of LIBOR plus 2.25%.
Brazil deferred consideration
On 8 March 2013, the Group entered into an agreement to reschedule the payment terms of the US$285 million deferred consideration outstanding in relation to the Bahia Minerals BV acquisition. Under the rescheduled payment terms:
·; The Group has loaned US$65 million to the vendor which is repayable on the earlier of the issuance of the port installation licence or 1 June 2014; and
·; The deferred consideration of US$285 million is now due on the later of the issuance of the port installation licence or 31 May 2014.
Taxation
In January 2013 SSGPO received a notification from the Kazakhstan tax authorities requesting a change in the tax treatment of iron ore pellets for Excess Profits Tax and Mineral Extraction Tax purposes. The Group's management are of the opinion that the treatment applied by SSGPO is fully compliant with the applicable tax and sub-surface use legislation and consider a successful challenge by the tax authorities as being less than probable; consequently, no provision has been made in the 2012 financial statements as a result of this post balance sheet event. SSGPO and the Group's management are currently engaged in a dialogue with the Government of the Republic of Kazakhstan with a view to ascertain the position, prior to which it is not practicable to quantify any potential impact.
SHAREHOLDER INFORMATION
Registered Office
Eurasian Natural Resources Corporation PLC
16 St James's Street
London SW1A 1ER
United Kingdom
Telephone: +44 (0) 20 7389 1440
Fax: +44 (0) 20 7389 1441
Website: www.enrc.com
Registered in England and Wales
Company number: 06023510
Listing
The principal trading market for Eurasian Natural Resources Corporation PLC Ordinary Shares is the London Stock Exchange ('LSE'). The shares are also listed on the Kazakhstan Stock Exchange ('KASE').
Major interests in shares
As at 19 March 2013, the Company had been advised, in accordance with the Disclosure and Transparency Rules of the UK's FSA, of the following notifiable interests (whether directly or indirectly held) in its voting rights:
Number of | Nature of | ||
voting rights | % | Holding | |
Kazakhmys Eurasia BV | 334,824,860 | 26.00 | Indirect |
Mr Patokh Chodiev1 | 154,052,625 | 11.97 | Indirect |
Mr Alijan Ibragimov2 | 113,836,250 | 8.83 | Indirect |
Mr Alexander Machkevitch | 187,836,250 | 14.59 | Indirect |
The State Property and Privatisation Committee of the Ministry |
|
|
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of Finance of the Republic of Kazakhstan | 150,047,116 | 11.65 | Direct |
1 Mr Chodiev's total holdings amount to 187,836,250 shares (14.59%) and he has transferred a total of 33,783,625 shares to entities where he is the beneficial owner. The entities are managed by amongst others, certain members of Mr. Chodiev's family. A TR1 has been received in respect of the shares notified above.
2 Mr Ibragimov's total holdings amount to 187,836,250 shares (14.59%), however, some are held on a discretionary basis by a fund management vehicle owned and operated by, amongst others, Mr Ibragimov's family. A TR1 has been received in respect of the shares notified above.
Exchange rates
The following table sets out, for the periods indicated, the relevant year-end and average exchange rates of the Kazakhstani tenge ('KZT') to the US dollar ('US$'), as applied in the preparation of the Group's consolidated financial information for the relevant periods and expressed in KZT per US$.
| Rate | |
Year end | Average | |
Year ended 31 December 2012 | 150.74 | 149.11 |
Year ended 31 December 2011 | 148.40 | 146.62 |
Year ended 31 December 2010 | 147.50 | 147.36 |
Results timetable | |
Thursday, 9 May 2013 | Interim Management Statement and Q1 2013 |
Production Report | |
Wednesday, 5 June 2013 | Annual General Meeting |
Wednesday, 7 August 2013 | Q2 2013 Production Report |
Wednesday, 21 August 2013 | 2013 Half-year Results Announcement |
Thursday, 7 November 2013 | Interim Management Statement and Q3 |
2013 Production Report | |
Wednesday, 5 February 2014 | Q4 2013 Production Report |
Wednesday, 26 March 2014 | 2013 Preliminary Results Announcement |
All future dates are provisional and subject to change.
Dividends on ordinary shares
On 4 October 2012 the Company paid an interim dividend for the half year ended 30 June 2012 of US 6.5 cents per ordinary share.
The Directors of the Board do not recommend a final dividend for the year ended 31 December 2012.
As the Group's financial results are reported in US dollars, dividends are declared and paid in US dollars. Registered shareholders may elect to receive their dividend in pounds sterling instead. Any such dividend payments will be based on an exchange rate published in the London Financial Times on the business day prior to the relevant announcement of the Group's results.
Shareholders may change their currency election forms at any time by submitting a currency election form to the Company's Registrars, Computershare Investor Services Plc. However, the form must be lodged with the Registrars by the close of business on the day preceding the relevant dividend announcement. Any shareholders wishing to change their currency election in the future should contact the Company's Registrar in advance of the dividend announcement date.
Related Shares:
ENRC.L