25th Sep 2007 10:55
Aquarius Platinum Limited
Financial Statements
for the year ended 30 June 2007
CORPORATE DIRECTORYExempt Company NumberEC 26290(Incorporated in Bermuda)Registered OfficeClarendon House2 Church StreetHamiltonBermudaBoard of DirectorsNicholas SibleyStuart MurraySir William PurvesDavid DixEdward HaslamTim FreshwaterKofi Morna
Zwelakhe Mankazana (Alternate Director for Kofi Morna)
Company SecretaryWilli BoehmStock Exchange ListingsAquarius Platinum Limited is listed on the Australian Stock Exchange (AQP.AX),the London Stock Exchange (AQP.L), and the JSE Securities Exchange South Africa(AQP.ZA).Share RegistersAustralia United Kingdom South Africa Computershare Investor Computershare Investor Computershare Investor Services Services Plc Services 2004 (Pty) Limited Pty Limited The Pavilions 8th Floor Level 2, Reserve Bank Bridgewater Road Building 70 Marshall Street Bedminster Down 45 St Georges Terrace Johannesburg, 2001 Bristol BS99 7NH Perth, Western South Africa Australia 6000 Telephone: +44 870 702 0002 Telephone: +27 11 370 Telephone: +61 8 9323 5000 2000 Facsimile: +44 870 703 6119 Facsimile: +27 11 688 Facsimile: +61 8 9323 7707 2033 Internet Addresswww.aquariusplatinum.com[email protected]
Aquarius Platinum Limited - Directors' Report
The directors of Aquarius Platinum Limited (Aquarius) provide hereunder theirreport as to the results and state of affairs of the group for the financialyear ended 30 June 2007. The consolidated financial information is presented inUS Dollars.DIRECTORS
The names of the directors of the parent entity in office during the financial year and until the date of this report are as follows:
Nicholas T. Sibley, FCA
Non-executive Chairman
Mr Sibley is a Chartered Accountant, a director of TanzaniteOne Ltd, Corney &Barrow Group Ltd and of two investment companies. He was formerly chairman ofWheelock Capital from 1994 to 1997, as well as executive chairman of Barclaysde Zoete Wedd (Asia Pacific) Limited, from 1989 to 1993. Mr Sibley is a formermanaging director of Jardine Fleming Holdings Ltd and Barclays de Zoete WeddHoldings Ltd. Mr Sibley was appointed to the Aquarius Platinum Board duringOctober 1999 and assumed the Chairmanship in July 2002. Mr Sibley is a memberof the Audit/Risk, Nomination and Remuneration & Succession Planning Committeesof the Group.Stuart A. Murray B.Sc (Eng)Chief Executive OfficerMr Murray joined Aquarius Platinum Limited during May 2001 and was appointedChief Executive Officer in September 2001. He is also Chairman of AquariusPlatinum (South Africa) Pty Ltd, the Group's 54% owned subsidiary. Afterobtaining his degree in Chemical Engineering from Imperial College, London, MrMurray commenced his career in 1984 with Impala Platinum Holdings Limited. MrMurray is a member of the Nomination Committee and Executive Committee of AQP(SA).
Patrick D. Quirk B.Com (Resigned 8 March 2007)
Non-executive Director
Mr Quirk has had a long and successful career in the metals and mining sectors,operating in Zimbabwe, South Africa, the United Kingdom, Switzerland andMonaco. He was part of a consortium which purchased the Mimosa Platinum Minefrom Union Carbide in 1993. Mr Quirk holds a commerce degree from RhodesUniversity, Grahamstown. Mr Quirk was appointed to the Aquarius Platinum Boardduring July 2002 and was a member of the Nomination Committee of the Group.
Sir William Purves, CBE DSO GBM
Non-executive Director
Sir William Purves joined the Hong Kong and Shanghai Banking Corporation in1954 (now part of the HSBC Group) being appointed Chief Executive in 1986 andGroup Chairman the following year. Following its acquisition in 1992, he alsobecame Chairman of Midland Bank. He retired from the HSBC Group in 1998 after44 years service. Sir William Purves is a non-executive director of a number ofprivate companies and was a non-executive director of Shell Transport andTrading from 1993 to 2002. He was also a member of the Executive Council, HongKong's highest policy-making body. He was appointed a Commander of the Order ofthe British Empire in 1990 and was Knighted in 1993. Sir William Purves wasappointed to the Aquarius Platinum Board during February 2004 and is Chairmanof the Audit/Risk Committee, Senior Independent Director of the Company and amember of the Nomination Committee.
David R. Dix
Non-executive Director
Mr Dix's background is in economics, law and taxation and he is a Barrister andSolicitor in the High Court of Australia. He has held various positions withShell Australia Limited and worked for 16 years in Corporate Advisory at bothMacquarie Bank Limited and UBS AG specialising in the mining industry,including Head of Resources for Asia Pacific and in London as Head of Mining.Mr Dix is Executive Chairman of Australian Oil Company, AED Oil Limited, adirector of Centro Shopping America Trust and Chairman of Quadrem Limited, acompany which provides eBusiness solutions to the resource sector. He brings toAquarius a wealth of experience gained in the international business andresources communities. Mr Dix was appointed to the Aquarius Platinum Boardduring March 2004 and is a member of the Audit/Risk, and Nomination Committees.G. Edward HaslamNon-executive Director
Mr Haslam joined Lonmin plc in 1981 and was appointed a director of Lonmin plcin 1999 and Chief Executive Officer in November 2000. He retired from Lonminplc in April 2004. Mr Haslam is Chairman of Finnish Nickel Mining CompanyTalvivaara plc, which completed its listing on the LSE on June 1st 2007 and aDirector of AIM listed Cluff Gold PLC. Mr Haslam was appointed to the AquariusPlatinum Board during May 2004 and is Chairman of the Remuneration & SuccessionPlanning Committee and a member of the Audit/Risk, and Nomination Committees.
Zwelakhe Sisulu (Resigned 6 February 2007)
Non-executive Director
Mr Sisulu commenced his career as a journalist in South Africa in the 1970's. Anotable political correspondent, his writings and political activities led himto be placed under house arrest during the apartheid era, later returning towork as the editor of the New National Newspaper. In 1994 he joined the SouthAfrican Broadcasting Corporation where he was CEO. He is currently Chairman ofSavannah Resources (Pty) Ltd, Dirleton Minerals & Energy (Pty) Ltd, ExecutiveChairman of Afrimineral Holdings (Pty) Ltd and Universal Media (Pty) Ltd. MrSisulu was educated in Swaziland, Soweto and later at the INSEAD Institute inParis and was a Nieman Fellow at Harvard University. Mr Sisulu holds numerousinternational awards for his work in human rights, as well as the PresidentialAward of South Africa, awarded by Nelson Mandela in 1998. Mr Sisulu wasappointed to the Aquarius Platinum Board during February 2005 and is a memberof the Nomination Committee of the Group.
Tim Freshwater (appointed 9 August 2006)
Non-executive Director
Mr Freshwater is a solicitor in the UK and Hong Kong and has been involved inAsian markets for over 30 years. Mr Freshwater, Vice Chairman of Goldman SachsAsia, is also a Director of a number of companies, including Liu Chong HingBank Limited, Pacific Century Insurance Holdings Limited and Cosco PacificLimited. He is a member of the board of directors of the Community Chest ofHong Kong.
Kofi Morna (appointed 6 February 2007)
Non-executive Director
Mr Morna is an Executive Director of Savannah Resources, the lead investor inthe Savannah Consortium, Aquarius Platinum's BEE partner. Prior to joiningSavannah Resources, Mr Morna worked with the International Finance Corporationas an Investment Officer, Gemini Consulting as a Senior Management Consultantand Schlumberger Oilfield Services as a Field Engineer. Mr Morna holds an MBAfrom the London Business School and a BS from Princeton University in theUnited States . He is also a director of LA Crushers and Mkhombi Services. MrMorna joined the Board of AQP(SA) in February 2005
and was appointed to the Aquarius Platinum Board during February 2007. Mr Morna is a member of the Nomination Committee of the Group.
Zwelakhe Mankazana (appointed 6 February 2007)
Alternate Director for Kofi Morna
Mr Mankazana was appointed as Alternate Director for Mr Kofi Morna on theAquarius Platinum Limited Board during February 2007. He is an ExecutiveDirector of Savannah Resources, the lead investor in the Savannah Consortium,Aquarius Platinum's BEE partner. Mr Mankazana holds an MSc in Economics fromthe Patrice Lumumba University of Friendship. In addition to his interests inmining, Mr Mankazana is also a director of South African mobile operator CellC, Emerald Casinos and Resorts, New Millennium Telecommunications and UbamboInvestment Holdings Limited. He is involved in community development as atrustee on several development trusts. Mr Mankazana joined the Board of AQP(SA)in February 2005.Willi M.P. Boehm,Company SecretaryMr Boehm joined Aquarius in June 1995. He has been with the Company since thecommencement of its involvement in the platinum sector and is responsible forthe Company's Corporate Affairs. He has 27 years experience.
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY
As at the date of this report, the interest of the Directors in the shares and options of Aquarius Platinum were:
Director Common Options Shares exercisable at ‚£2.54 per share up to 11 October 2011 N.T. Sibley 600,000 - S.A Murray 369,955 139,910 Sir W. Purves - - D.R. Dix - - G.E Haslam 5,000 - K Morna - - T Freshwater - - Z Mankazana - -PRINCIPAL ACTIVITIESThe principal activities of companies within the group during the financialyear were mineral exploration, mine development, concentrate production andinvestment. During the year, the principal focus revolved around the operationsof the Kroondal platinum mine, the Marikana platinum mine, the Mimosa platinummine the Everest platinum mine and the Chrome Tailings Retreatment Plant.
RESULTS OF OPERATIONS
The consolidated net profit of the group after provision for income tax and outside equity interests was $187.223m (2006:$85.630m).
REVIEW OF OPERATIONS
Operational highlights during the year included:
* Group attributable production of 530,726 PGM ounces (2006: 447,693 PGM ounces), up 19% * Kroondal production tons increased by development at new K5 Shaft
* Marikana production demonstrates potential as underground mining commences
* Everest delivers strong increases in production as underground operations
ramp-up * Mimosa delivers steady increase in production * Chrome Tailings Re-treatment Program delivers modest increase of high margin production * Increased focus on mine development to improve face availability flexibility and redundancy
Production of PGMs attributable to shareholders of Aquarius increased 19% to 530,726 PGM ounces from 447,693 PGM ounces. All mines recorded increased production, with the exception of Kroondal where Aquarius' attributable production was in line with the previous year.
In South Africa, the South African Department of Minerals and Energy (DME)approved AQP(SA)'s applications for the new order mining rights conversions inrespect of all three of its mines: Kroondal, Marikana and Everest.Consequently, AQP(SA) is now in full compliance with the South African Mineraland Petroleum Resources Development Act 2002.
On 26th April 2007, Aquarius announced the completion of the acquisition of a 3.5% equity interest in AQP(SA) from SavCon for a cash consideration of ZAR 342.5 million, as first announced in November 2006.
As a result of the Transaction, Aquarius increased its ownership of AQP(SA)from 50.5% to 54%. The number of new Aquarius shares to which SavCon will beentitled in exchange for its equity interest of 26% in AQP(SA) will reduceproportionately by 2,918,590 shares to 21,680,952 shares. The conditions forultimate disposal of SavCon's 26% in AQP(SA) and the take-up of its Aquariusshares in terms of the Final Phase remain unchanged.
The Everest Mine, completed in December 2005, continued its ramp up phase during the financial year and delivered strong increases in production.
The Chrome Tailing Retreatment Project (CTRP) operated profitably during the year despite variations in the feed grade and quality.
In Zimbabwe, Aquarius announced an approved low capital cost expansion toincrease annual production capacity to 195,000 PGM ounces (100,000 platinumounces in concentrate) at the Mimosa Platinum Mine. The expansion project,known as "Wedza Phase V", follows four earlier successful expansion projects atMimosa, is expected to increase annual PGM production from 168,750 PGM ouncesto 195,000 PGM ounces (Aquarius attributable 50%). It is due for completion bythe end of the 2007 calendar year.The Company announced on 6 October 2004 that it had been made aware that theGovernment of Zimbabwe's Ministry of Mines has released proposed draftregulations for the discussion with the industry that include proposedindigenous ownership levels for mines in Zimbabwe. These proposals included 20%indigenous ownership within 2 years, 25% indigenous ownership within 7 yearsand 30% indigenous ownership within 10 years of the approval of theregulations. Subsequent to 30 June 2007, the Government revised the draftregulations proposing 51% indigenous ownership. The Company as well as theChamber of Mines in Zimbabwe has made representations to the Government with aview to arriving at mutually acceptable indigenous ownership levels. Currentlya Bill is before the Zimbabwean Parliament and no
decisions have been reached to date. The Company, subject to funding availability, views the original proposals of 2004 as achievable, but is sceptical of a mutually satisfactory outcome in respect of the current Bill's proposals.
Operating ResultsAquarius recorded consolidated earnings for the year to 30 June 2007 of $187.2million equal to US 218.5 cents per share, a 119% increase in net profit overthe previous year. The increase is attributed to a 19% increase in productionto 530,726 PGM ounces attributable to Aquarius and an increase in the average4E PGM basket price (Platinum, Palladium, Rhodium and Gold) for the Group toUS$1,293 per ounce in 2007 compared to US$932 per ounce in 2006, and not leastother metals produced as by-products - notably nickel, iridium and ruthenium.Revenues from ordinary activities for the year rose 67% to $710.8 million(comprising sales revenue of $690 million and interest and other income of $21million) from $426 million (sales revenue $417 million and interest and otherincome of $9 million). The increased revenue was due to a 19% increase in PGMproduction and a 39% increase in the average PGM basket price over the year.
The Group cash balance has increased by $125.3 million since 30 June 2006 to $287.7 million at 30 June 2007.
DIVIDENDS
The 2006 final dividend of 18 US cents per common share was paid during October2006. An interim dividend of 12 US cents per common share was paid during March2007. The directors have declared a final dividend of 30 US cents per commonshare for the year ended 30 June 2007. The final dividend is payable on 5October 2007.
SIGNIFICANT CHANGES IN THE GROUP'S STATE OF AFFAIRS
The directors are not aware of any significant changes in the state of affairs of the group that occurred during the financial year, which has not been covered elsewhere in this annual report.
EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
The directors declared a dividend of $0.30 per share on 8 August 2007. There have been no other reportable events subsequent to the end of the financial year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Other than matters referred to in this report, the directors make no commentsregarding the likely developments in the operations of the group and theexpected results of those operations in subsequent financial years. In theopinion of the directors, any further disclosures would prejudice the interestsof the group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
Companies within the Aquarius Platinum group are required, on cessation ofmining operations, to rehabilitate the relevant mining area on which miningoperations have been conducted. Mr Anton Wheeler, Managing Director of AQP(SA),is the officer responsible for compliance on these matters for all SouthAfrican properties within the Group. Mr Alex Mhembere Managing Director ofMimosa Group of Companies in Zimbabwe, is the officer responsible on thesematters for all Zimbabwean located properties within the Group. The companymakes annual contributions to established trusts in order to provide for itsobligations in respect of environmental rehabilitation. Environmentalactivities are continuously monitored to ensure that established criteria fromeach operations' environmental management programme, approved by relevantauthorities, has been met. There have been no known significant breaches of
anyenvironmental conditions.MEETINGS OF DIRECTORS
The number of meetings of the board of directors of the parent entity held during the year ended 30 June 2007 and the number of meetings attended by each director are tabled below:
Director Number of meetings held whilst in Number of meetings attended office Board Remuneration Audit/ Nomination Board Remuneration
Audit & Nomination
& Succession Risk & Succession Risk Planning Planning Management N.T. Sibley 4 1 4 1 4 1 4 1 S.A. Murray 4 - - 1 4 - - 1 D.R. Dix 4 - 4 1 4 - 4 1 G.E. Haslam 4 1 4 1 4 1 3 1 P.D. Quirk 3 - - - 3 - - - (1) Sir W. 4 - 4 1 4 - 4 1 Purves Z. Sisulu(1) 3 - - 1 - - - 1 T. 4 - - 1 4 - - 1 Freshwater (1) K. Morna(1) 4 - - 1 4 - - 1 Z. Mankazana 2 - - 1 - - - - (1) (1) Mr Z Sisulu retired as a Director on 6 February 2007 and Mr K. Morna wasappointed as a Director on 6 February 2007. Mr Z. Mankazana was appointedAlternate Director for Mr K. Morna on 6 February 2007. Mr P. Quirk retired as aDirector on 8 March 2007.
DIRECTORS' AND OFFICERS' INSURANCE
During the year, the parent entity has paid an insurance premium in respect ofa contract insuring against liability of current directors and officers. Thedirectors have not included details of the nature of the liabilities covered orthe amount of the premium paid in respect of the directors' and officers'liability insurance contract, as such disclosure is prohibited under the termsof the contract.GOING CONCERNThe Directors are satisfied that the company has adequate financial resourcesto continue in operational existence for the foreseeable future. The financialstatements have been prepared on the going concern basis.
DIRECTORS' AND EXECUTIVES' EMOLUMENTS
The Board is responsible for determining and reviewing compensationarrangements for the Directors and executive management. The Board assesses theappropriateness of the nature and amount of emoluments of such officers on anannual basis by reference to industry and market conditions. In determining thenature and amount of officers' emoluments, the Board takes into considerationthe Company's financial and operational performance.Details of the nature and amount of each element of the emolument of eachDirector of the group and the top 5 executives in aggregate during thefinancial year are shown in the table below. Refer also Note 32 - Share BasedPayment Plans and Note 33 - Related Party Disclosures for participation by theDirectors' and the top 5 executives in the Company's Share Plan and Option
Plan. Short Term Post Employ-ment Director Board Fee Remuneration Senior Audit/ Base Bonus Share Retirement Total Independent Risk Salary options Benefits Committee Director Committee $ $ $ $ $ $ $ $ $ N.T. Sibley 138,750 3,375 - 3,375 - - - - 145,500 S.A. Murray 63,750 - - - 574,928 649,801 - 32,506 1,320,985 D.R. Dix 63,750 - - 5,250 - - - - 69,000 G.E. Haslam 66,000 7,500 - 5,250 - - - - 78,750 Sir W. 63,750 - 3,750 10,500 - - - - 78,000Purves P.D. Quirk 45,000 - - - - - - - 45,000 Z. Sisulu 30,000 - - - - - - - 30,000 T.Freshwater 58,750 - - - - - - - 58,750 K.Morna 33,750 - - - - - - - 33,750 Z. - - - - - - - -Mankanzana 563,500 10,875 3,750 24,375 574,928 649,801 - 32,506 1,859,735 Top 5 - - - 916,468 15,238 99,620 189,906 1,221,232Executives*
* The Top 5 Executives include 1 Australian based executive and 4 South African based executives.
Signed in accordance with a resolution of the directors.
Stuart MurrayDirector24 September 2007
Aquarius Platinum Limited - Corporate Governance Statement
The following Statement sets out the governance practices of the Aquarius Platinum group.
The Board of Directors of Aquarius Platinum is responsible for the corporategovernance of the group. The Board guides and monitors the business affairs ofAquarius Platinum on behalf of shareholders by whom they are elected and towhom they are accountable.In accordance with the Australian Stock Exchange Corporate Governance Council's(the Council's) "Principles of Good Corporate Governance and Best PracticeRecommendations" (the Recommendations), the company will disclose the extent towhich it has followed the guidelines and any reasons for departure from these.The Board will continue to review and respond to corporate governancerequirements. For further information on the corporate governance policiesadopted by Aquarius Platinum, refer to our website www.aquariusplatinum.com
BOARD OF DIRECTORS
The Board is responsible for the overall management of the Company. It isgoverned by a Charter, a summary of which can be found on the Aquarius websiteat www.aquariusplatinum.com. Among other matters, the Charter sets out theframework for the management of the Company, the responsibilities of the Board,its direction, strategies and financial objectives and how they will bemonitored.In order to retain full and effective control over the company and monitor theexecutive management team, the Board meets regularly and at least on aquarterly basis. Details of Directors' attendance at these meetings is set outin the Directors' Report. In consultation with the Chief Executive Officer andthe Company Secretary, the Chairman sets the agenda for these meetings. AllDirectors may add a matter to the agenda. Key executives of the Companycontribute to board papers and are from time to time invited to attend Boardmeetings.Each director has the right to seek independent professional advice on mattersrelating to their position as a director or committee member of the company atthe company's expense, subject to prior approval of the Chairman, which shallnot be unreasonably withheld.The names of the Directors in office at the time of this Report and theirrelevant qualifications and experience are set out in the Directors' Reportwithin this Annual Report. Their status as non-executive, executive orindependent directors and tenure on the Board is set out in the table below.Board Structure Name of director in Date Executive/ Independentoffice at the date of appointed to this report: office Non-executive N.T. Sibley - Chairman 26 October Non-executive Yes 1999 S.A. Murray - Chief 21 May 2001 Executive No Executive Officer D.R. Dix 31 March Non-executive Yes 2004 G.E. Haslam 1 May 2004 Non-executive Yes Sir W. Purves 10 February Non-executive Yes 2004 T. Freshwater 9 August Non-executive Yes 2006 K.Morna 6 February Non-executive No 2007 Z Mankazana 6 February Non-executive No 2007 The bye-laws of the company determine that the Board consists of not less thantwo and no more than nine directors. At the date of this report, the Board iscomprised of seven directors, six of whom are non-executive directors, and oneexecutive director, Mr Stuart Murray, Chief Executive Officer.
The division of responsibilities between the Chairman and the Chief Executive Officer is reviewed regularly and is defined below:
* The Chairman, Mr Nicholas Sibley, is responsible for leadership of the
Board ensuring its members receive accurate, timely and clear information
in order to facilitate effectiveness of its role.
* Mr Stuart Murray, Chief Executive Officer, leads executive management. He
has been delegated responsibility by the Board for the day-to-day operation
and administration of the Company. The Chief Executive Officer is assisted
in managing the business of the Group by the Managing Director, the
Executive Committee and the Board of Aquarius Platinum (South Africa) (Pty)
Ltd. Mr Murray represents the Group's interests as a director of the Mimosa
Group of companies which owns the Mimosa Platinum Mine in Zimbabwe.
INDEPENDENCE OF NON-EXECUTIVE DIRECTORS
Independence of directors in essence means those directors independent of management and free of any business or other relationship that could, or could reasonably be perceived to, materially interfere with the exercise of unfettered and independent judgement.
In line with the ASX Principles of Good Corporate Governance and Best PracticeRecommendations the Board has accepted the guidelines outlined below indetermining the independence of non-executive directors. In accordance withthese, all directors, with the exception of Mr Stuart Murray as CEO of theCompany and Mr Kofi Morna, who represents SavCon's BEE interests, are deemedindependent.The Board has accepted the following definition of an independent director.
An Independent Director is someone who is not a member of management, is a non-executive director and who:
a. is not a substantial shareholder (5%) of the company or an officer of, or
otherwise associated directly with a substantial shareholder of the
company;
b. within the last three years has not been employed in an executive capacity
by the company or another group member, or been a director after ceasing to
hold any such employment;
c. within the last three years has not been a principal of a material
professional adviser or a material consultant to the company or another
group member, or an employee materially associated with the service
provided;
d. is not a material supplier or customer of the company or other group
member, or an officer of or otherwise associated directly or indirectly
with a material supplier or customer;
e. has no material contractual relationship with the company or another group
member other than as a director of the company;
f. has not served on the board for a period which could, or could reasonably
be perceived to, materially interfere with the director's ability to act in
the best interest of the company; and
g. is free from any interest and any business or other relationship which
could, or could reasonably be perceived to, materially interfere with the
director's ability to act in the best interest of the company.
SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
The Senior Independent Non-Executive Director, Sir William Purves, is appointed by the Board.
COMPANY SECRETARYThe Company Secretary, Mr Willi Boehm, is responsible for supporting theeffectiveness of the Board by monitoring that Board policy and procedures arecomplied with, coordinating the flow of information within the Company and thecompletion and despatch of items for the Board and briefing materials. TheCompany Secretary is accountable to the Board on all governance matters. Alldirectors have access to the services of the Company Secretary. The appointmentand removal of the Company Secretary is a matter for the Board as a whole.
SUCCESSION PLANNING
The Board brings the range of skills, knowledge, international experience andexpertise necessary to govern the Group, but it is aware of the need to ensureprocesses are in place to assist with succession planning, not only for theBoard, but within senior management. The Board periodically assesses itsbalance of skills and those of the group in order to maintain an appropriatebalance within the company.
INDUCTION TRAINING AND CONTINUING PROFESSIONAL DEVELOPMENT
In order to assist new directors and key executives in fulfilling their dutiesand responsibilities within the company, an induction programme is provided bythe Chief Executive Officer, which includes meetings with the executive teamand visits to the operating sites of the company in South Africa and Zimbabwe.The program enables the new appointees to gain an understanding of theCompany's financial, strategic, operational and risk management position. Fullaccess to all documentation pertaining to the company is provided. It ensuresnew directors and key executives are aware of their rights, duties andresponsibilities.
PERFORMANCE REVIEW
The Board of Aquarius conducts a performance review of itself on an ongoingbasis throughout the year. The size of the company and hands on managementstyle requires an increased level of interaction between directors andexecutives throughout the year. Board members meet amongst themselves and withmanagement both formally and informally. The Board considers that the currentapproach that it has adopted with regard to the review of its performance andof its key executives, provides the best guidance and value to the Group.
DIRECTORS' RETIREMENT AND RE-ELECTION
Aquarius' bye-laws determine that at each Annual General Meeting, at least onethird of the Board are retired by rotation, therefore holding their positionsfor no longer than three years. This period of time provides continuity.Non-executive directors are appointed for a three-year term and may be invitedto seek reappointment. A Director appointed during the year is subject forelection at the forthcoming Annual General Meeting. Pursuant to the bye-laws ofthe Company, the managing director is not subject to retirement by rotation.
SECURITIES TRADING POLICY
The Board has adopted a policy covering dealings in securities by directors andrelevant employees. The policy is designed to reinforce to shareholders,customers and the international community that Aquarius' directors and relevantemployees are expected to comply with the law and best practice recommendationswith regard to dealing in securities of the Company.In addition to the Australian Stock Exchange Listing Rules, a director andrelevant employees must comply with the Model Code on directors' dealings insecurities, as set out in annexure 1 to Listing Rule 9 Chapter 16 of the Rulesof the United Kingdom Listing Authority, a copy of which can be found on theAquarius website at www.aquariusplatinum.com.In addition to restrictions on dealing in "Closed Periods", a director andrelevant employees must not deal in any securities of the Company onconsiderations of a short term nature and must take reasonable steps to preventany dealings by, or on behalf of, any person connected with him in anysecurities of the Company on consideration of a short term nature. In line withthe listing rules of the Australian Stock Exchange (ASX), the UK ListingAuthority (LSE) and the JSE Securities Exchange South Africa (JSE), alldealings by directors in the securities of the Company are announced to themarket.
COMMITTEES OF THE BOARD
The Board has established three standing committees to assist in the executionof its responsibilities: the Audit/Risk Committee, the Remuneration &Succession Planning Committee, and the Nomination Committee. Other committeesare formed from time to time to deal with specific matters.
In line with best practice, each of the committees operates under a Charter approved by the Board detailing their role, structure, responsibilities and membership requirements. Each of these Charters is reviewed annually by the Board and the respective committee. Summaries of the Remuneration & Succession Planning, Nomination Committee Charters and a complete Audit/Risk Committee Charter can be found on the Aquarius website at www.aquariusplatinum.com.
AUDIT/RISK COMMITTEE
The Audit/Risk Committee (the Committee) has been established to assist theBoard of Aquarius in fulfilling its corporate governance and oversightresponsibilities in relation to the company's financial reports and financialreporting process, internal control structure, risk management systems(financial and non-financial) and the external audit process. The Committee isgoverned by a charter approved by the Board.
The Committee consists of:
* four members; * only non-executive directors; * only independent directors; and
* an independent chairperson, who shall be nominated by the Board from time
to time but who shall not be the chairperson of the Board.
The members of the Committee at the date of this report are as follows:
* Sir William Purves (Chairman) * Mr Nicholas Sibley * Mr David Dix * Mr Edward Haslam
Qualifications of Audit/Risk Committee members:
Sir William Purves is the Chairman of the Audit Committee and Senior Independent Director of the Company. Sir William joined the Hongkong and Shanghai Banking Corporation in 1954 (now part of the HSBC Group). He was appointed Chief Executive in 1986 and Group Chairman the following year.
Mr Sibley is a chartered accountant, a director of TanzaniteOne Ltd, Corney &Barrow Group Ltd and of two investment companies. He was formerly chairman ofWheelock Capital from 1994 to 1997, as well as executive chairman of Barclaysde Zoete Wedd (Asia Pacific) Limited, from 1989 to 1993. Mr Sibley is a formermanaging director of Jardine Fleming Holdings Ltd.Mr David Dix's background is in economics, law and taxation. He is a Barristerand Solicitor in the High Court of Australia. He has held positions with ShellAustralia Limited, Macquarie Bank Limited and spent nine years with UBSWarburg, based in Melbourne as Head of Resources for Asia Pacific and London asHead of Mining. Mr Dix is Executive Chairman of Australian Oil Company, AED OilLimited and Chairman of Quadrem Limited, a company which provides eBusinesssolutions to the resource sector.Mr Haslam is the former Chief Executive of Lonmin plc. He joined Lonmin in1981, was appointed a director in 1999 and Chief Executive Officer in November2000. He retired from Lonmin in April 2004. Mr Haslam is Chairman of HighRidgeResources plc, and a director of Cluff Gold plc.The Board deems all members of the Committee have the relevant experience andunderstanding of accounting, financial issues and the mining industry to enablethem to effectively oversee audit procedures.
The Committee reviews the performance of the external auditors on an annual basis and meets with them at least twice a year to:
* review the results and findings of the audit at year end and half year end
and recommend their acceptance or otherwise to the Board; and
* review the results and findings of the audit, the appropriateness of
provisions and estimates included in the financial results, the adequacy of
accounting and financial controls, and to obtain feedback on the
implementation of recommendations made.
The Committee receives regular reports from the external auditor on thecritical policies and practices of the company, and all alternative treatmentsof financial information within generally accepted accounting principles thathave been discussed with management.
The Committee assesses the company's structure, business and controls annually. It ensures the Board is made aware of internal control practices, risk management and compliance matters which may significantly impact upon the company in a timely manner.
The Committee meets when deemed necessary and at least twice a year. The Company Secretary acts as secretary of the Committee and distributes minutes to all Board members.
Details of attendance at Committee Meetings are set out in the Directors' Report.
REMUNERATION & SUCCESSION PLANNING COMMITTEE
The members of the Remuneration and Succession Planning Committee (the Committee) at the date of this report are:
* Mr Edward Haslam (Chairman)
* Mr Nicholas Sibley
The Committee is governed by a charter approved by the Board, a summary ofwhich is available on the Company's website www.aquariusplatinum.com. The Boarddeem all members of the Committee have the relevant experience andunderstanding to enable them to effectively oversee their responsibilities. Themembers of the Committee are non-executive directors, both of whom the Boardconsider independent.The committee reviews compensation arrangements for the directors and theexecutive team. The committee assesses the appropriateness of the nature andamount of emoluments of such officers on a periodic basis by reference torelevant employment market conditions, with the overall objective of ensuringmaximum shareholder benefit from the retention of a high quality executiveteam. Such officers are given the opportunity to receive their base emolumentsin a variety of forms including cash and fringe benefits such as motorvehicles. The nature and amount of directors' and officers' emoluments arelinked to the company's financial and operational performance.In carrying out its responsibilities, the Committee is authorised by the Boardto secure the attendance of any person with relevant experience and expertiseat Committee meetings, if it considers their attendance to be appropriate andto engage, at the Company's expense, outside legal or other professional adviceor assistance on any matters within its charter or terms of reference.The Committee reviews succession planning for key executive positions (otherthan executive Directors) to maintain an appropriate balance of skills,experience and expertise in the management of the Company. The Committee doesnot allow for retirement benefits of Non-executive Directors and Non-executiveDirectors are remunerated by way of an annual fee in the form of cash and donot receive options or bonus payments.
For details of remuneration of Directors and Executives please refer to the Directors' Report.
The Committee meets as necessary, but must meet at least once a year. TheCompany Secretary acts as secretary of the meetings and distributes minutes toall Board members. Details of attendance at Committee Meetings is set out inthe Directors' Report.NOMINATION COMMITTEEIn order to fulfil the company's responsibility to shareholders to ensure thatthe composition, structure and operation of the Board is of the higheststandard, the full Board of Aquarius acts as the Nomination Committee. TheBoard believes the input of all directors is essential due to their respectiveexpertise and knowledge of the platinum industry and exposure to the markets inwhich the Group operates.
The Board is guided by a Charter, a summary of which is available on www.aquariusplatinum.com. The Board may at times take into consideration the advice of external consultants to assist with this process.
Meetings take place as often as necessary, but the Committee must meet at least once a year. The Company Secretary acts as secretary of the meetings and distributes minutes to all Board members.
Appointments are referred to shareholders at the next available opportunity for election in general meeting.
CONTINUOUS DISCLOSUREThe Company has in place a Continuous Disclosure Policy, a summary of which isavailable on the website www.aquariusplatinum.com. The Policy is in line withthe Australian Stock Exchange's guidance policy on timely and balanceddisclosure. This outlines the company's commitment to disclosure, ensuring thattimely and accurate information is provided to all shareholders andstakeholders. The Company Secretary is the nominated Communication Officer andis responsible for liaising with the Board to ensure that the Company complieswith its continuous disclosure requirements.A three member Disclosure Committee has been formed comprising the ChiefExecutive Officer, Mr Stuart Murray, the Company Secretary, Mr Willi Boehm andany one non-executive director. The Disclosure Committee is responsible foroverseeing and coordinating the disclosure of information and announcements tothe regulatory authorities, analysts, brokers, shareholders, the media and thepublic.
The Board regularly reviews the company's compliance with its continuous disclosure obligations.
COMMUNICATIONS WITH SHAREHOLDERS
Shareholder communication is given high priority by the Company. In addition tostatutory requirements, such as the Annual Report and Financial Statements forthe half and full year, Aquarius Platinum maintains a website which containsannouncements and quarterly reports which have been released to the listingauthorities - the ASX, LSE and the JSE. Media articles and presentations arealso placed on the website as they occur so they may be viewed by shareholdersand prospective investors. Shareholders are able to contact the Company via thewebsite at [email protected]. Through the website, shareholders arealso given the opportunity to provide an email address through which they areable to receive these documents. The Chief Executive Officer hosts web-castsfor the half-year and full-year results, notification of these is provided
toall on the website database.MEETINGSAquarius Platinum Notice of Meeting materials are distributed to shareholderswith an accompanying explanatory memorandum. These documents present thebusiness of the meeting clearly and concisely and are presented in a mannerthat will not mislead shareholders or the market as a whole. The Notice isdespatched to shareholders in a timely manner providing at least 21 days noticepursuant to the bye-laws of the Company. Each notice includes the business ofthe meeting, details of the location, time and date of the meeting and proxyvoting instructions are included.Upon release of the Notice of Meeting and Explanatory Memorandum to the ASX,LSE and the JSE, a full text of the Notice of Meeting and ExplanatoryMemorandums is placed on the website of the Company at www.aquariusplatinum.comfor shareholders and other market participants who may consider investing inthe company.CODE OF CONDUCT
The Aquarius Code of Conduct has been developed by the Board to provide a framework for all employees to conduct the business of the Company in an ethical and legal manner. It is important that the Company maintains its obligations to shareholders, the community, contractors and suppliers.
There are areas in which the Company must develop detailed policies in accordance with the requirements of local authorities and comply with local laws. To this end the Code of Conduct stands more as a set of principles developed by the Board to guide employees to act with integrity and make informed choices when communicating or acting on behalf of the Company.
The Board and management of the Company have a clear commitment to the Code of Conduct. A summary of The Code of Conduct is available on www.aquariusplatinum.com.
CORPORATE GOVERNANCE COMPLIANCE
Notification of Departure Item 8.1: Performance evaluation of the Board and key executives Explanation of Departure
The Board of Aquarius conducts its performance review of itself on an ongoing basis throughout the year. The small size of the company and hands on management style requires an increased level of interaction between directors and executives throughout the year. Board members meet amongst themselves and with management both formally and informally. The Board considers that the current approach that it has adopted with regard to the review of its performance and of its key executives provides the best guidance and value to the Group.
Item 9.1: Disclosure of remuneration policy and procedures Explanation of Departure The Group operates in an industry that has a limited number of
participants. The industry is under constant pressure from skills shortages and is exposed to a high level of staff poaching. To protect against this, the Company considers it imprudent to disclose the names and the exact value of the remuneration received by each of the top five non-director executives. However, in accordance with the ASX Principles of Good Corporate Governance, the Company advises that the total amount paid, as set out in the Directors' report, to the top 5 non-director executives includes payments in respect of salaries, non-cash benefits such as motor vehicles and superannuation contributions.
Consolidated Income Statement for the year ended 30 June 2007
Note 2007 2006 $'000 $'000 Revenue 7 709,183 425,684 Cost of sales 7 (293,218) (223,039) Gross profit before amortisation of 415,965 202,645fair value uplifts
Amortisation of fair value uplifts of (7,595) (7,162) mining assets
Gross profit after amortisation of 408,370 195,483fair value uplifts of mining assets Other income 7 2,586 14,113 Administrative costs 7 (8,972) (8,052) Other operating costs 7 (2,308) 913 Profit from operating activities 399,676 202,457 Finance costs 7 (15,218) (10,383) Profit before income tax 384,458 192,074 Income tax expense 8 (90,861) (51,071) Net profit for the year 293,597 141,003 Attributable to: Equity holders of the parent 28 187,223 85,630 Minority interest 106,374 55,373 293,597 141,003 Earnings per share
Basic earnings per share (cents per 9 218.51 100.87 share)
Diluted earnings per share (cents per 9 216.50 99.12 share)
Consolidated Balance Sheet as at 30 June 2007
Note 2007 2006 $'000 $'000 ASSETS Non Current Assets Receivables 11 11,612 6,590 Available for sale investments 12 414 404
Property, plant and equipment 13 219,113 206,626
Mining assets 14 299,672 247,601 Total Non Current Assets 530,811 461,221 Current Assets Cash and cash equivalents 16 287,663 162,425 Trade and other receivables 17 100,573 66,722 Available for sale investments 18 4 4 Inventories 19 26,123 19,823 Total Current Assets 414,363 248,974 TOTAL ASSETS 945,174 710,195 EQUITY AND LIABILITIES CAPITAL AND RESERVES Issued capital 26 12,823 12,652 Reserves 27 126,202 147,653 Retained earnings 28 317,113 155,254 Equity Attributable to Equity 456,138 315,559Holders of the Parent Minority Interest 29 176,407 78,278 TOTAL EQUITY 632,545 393,837 Non Current Liabilities Payables 20 54,228 130,104 Interest bearing loans and 21 31,272 45,372borrowings Deferred tax liabilities 8 103,378 73,311 Provisions 22 69,026 32,108 Total Non Current Liabilities 257,904 280,895 Current Liabilities Trade and other payables 23 44,715 32,852 Interest bearing loans and 24 4,583 29borrowings Current tax liabilities 8 4,851 2,209 Provisions 25 576 373 Total Current Liabilities 54,725 35,463 Total Liabilities 312,629 316,358 TOTAL EQUITY AND LIABILITIES 945,174 710,195
Consolidated Cash Flow Statement for the year ended 30 June 2007
Note 2007 2006 $'000 $'000 Cash flows from operating activities Receipts from customers 654,238 402,837
Payments to suppliers and employees (263,491) (195,779)
Interest received 19,183 8,256
Interest and other finance costs paid (11,511) (8,668)
Other income 1,619 885 Income taxes paid (59,251) (32,000) Net CASH FROM operating ACTIVITIES 340,787 175,531 Cash flows from investing activities Payments for property plant & (57,169) (111,059)equipment and mine development costs Payments for mine closure/ (3,612) (1,821)rehabilitation costs Payments for purchase of equity (50,456) -investments
Net CASH USED IN investing ACTIVITES (111,237) (112,880)
Cash flows FROM financing activities Proceeds from issue of shares 5,972 7,192 Proceeds from borrowings 509 53,591 Repayment of share-plan loans 313 2,498 Repayment of borrowings (87,974) (26,973) Dividends paid (25,364) (9,147)
Net CASH FROM financing ACTIVITIES (106,544) 27,161
Net increase in cash held 123,006 89,812 Cash and cash equivalents at 162,425 75,251beginning of the financial year Net foreign exchange differences 2,232 (2,638)
Cash AND CASH EQUIVALENTS at end of 16 287,663 162,425 the financial year
Consolidated Statement of Recognised Income and Expenses for the year ended 30June 2007 Note 2007 2006 $'000 $'000 Foreign currency translation 5,488 (13,945)adjustments Net gain/(loss) recognised 5,488 (13,945)directly in equity Net profit for the year 293,597 141,003 Total recognised INCOME AND 299,085 127,058EXPENSES FOR THE YEar Attributable to: Equity holders of the parent 190,186 78,100 Minority interest 108,899 48,958 Total recognised INCOME AND 299,085 127,058EXPENSES FOR THE YEAR Aquarius Platinum Limited
Notes to the consolidated financial statements at 30 June 2007
1. CORPORATE INFORMATION
The consolidated financial statements of Aquarius Platinum Limited for the yearended 30 June 2007 were authorised for issue in accordance with a resolution ofthe directors on 24 September 2007. Aquarius Platinum Limited is a limitedcompany incorporated and domiciled in Bermuda whose shares are publicly traded.The principal activities of the Group are described in the Directors' Report.
2. BASIS OF PREPARATION
The consolidated financial statements have been prepared under the historicalcost accounting convention except for available for sale investments that havebeen measured at fair value.Statement of Compliance
The consolidated financial statements of Aquarius Platinum Limited and all its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS).
The consolidated financial information is presented in US Dollars and has been rounded to the nearest thousand US Dollars unless otherwise stated.
Basis of Consolidation
The consolidated financial statements comprise the accounts of Aquarius, theparent company and its controlled subsidiaries, after the elimination of allmaterial intercompany balances and transactions.Subsidiaries are consolidated from the date the parent entity obtains controland continue to be consolidated until such time as control ceases. Where thereis a loss of control of a subsidiary, the consolidated accounts include theresults for the part of the reporting period during which the parent entity hadcontrol. A list of subsidiaries appears in Note 33(a).
Acquisitions are accounted for using the purchase method of accounting.
The accounts of subsidiaries are prepared for the same reporting period as theparent entity, using consistent accounting policies. Adjustments are made tobring into line any dissimilar accounting policies which may exist.
Minority interest principally represents the interests in AQP(SA) not held by the Company.
Acquisition of minority interests are accounted for using the entity method,whereby, the difference between the consideration and the carrying value of theshare of net assets acquired is recognised in equity.
3. CHANGES IN ACCOUNTING POLICIES
In the current year, the Group has adopted all of the new and revised Standardsand Interpretations issued by the International Accounting Standards Board (theIASB) and the International Financial Reporting Interpretations Committee(IFRIC) of the IASB that are relevant to its operations and effective foraccounting periods beginning on 1 July 2006. The adoption of these new andrevised Standards and Interpretations had no material effect on the financialperformance or financial position of the group.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES Significant accounting judgements
In the process of applying the Group's accounting policies, management has madethe following judgements, apart from those involving estimations, which havethe most significant effect on the amounts recognised in the financialstatements:
* Determination of mineral resources and ore reserves
Aquarius estimates its mineral resources and ore reserves in accordance withthe Australian Code for Reporting of Exploration Results, Mineral Resources andOre Reserves 2004 (the `JORC code'). The information on mineral resources andore reserves was prepared by or under the supervision of Competent Persons asdefined in the JORC code.
There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.
Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in reserves could impact on depreciation and amortisation rates, asset carrying values, deferred stripping costs and provisions for decommissioning and restoration.
Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determinedbased on estimates and assumptions of future events. The key estimates andassumptions that have a significant risk of causing a material adjustment tothe carrying amounts of certain assets and liabilities within the next annualreporting period are:
* Impairment of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditureis dependent on a number of factors, including whether the Group decides toexploit the related lease itself or, if not, whether it successfully recoversthe related exploration and evaluation asset through sale.
Factors which could impact the future recoverability include the level of proved and probable mineral reserves, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.
In addition, exploration and evaluation expenditure is capitalised ifactivities in the area of interest have not yet reached a stage which permits areasonable assessment of the existence or otherwise of economically recoverablereserves. To the extent that it is determined in the future that thiscapitalised expenditure should be written off, this will reduce profits and netassets in the period in which this determination is made.
* Impairment of capitalised mine development expenditure
The future recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved and probable and mineral reserves.
To the extent that capitalised mine development expenditure is determined notto be recoverable in the future, this will reduce profits and net assets in theperiod in which this determination is made.
* Impairment of property, plant and equipment
Property, plant and equipment is reviewed for impairment if there is anyindication that the carrying amount may not be recoverable. Where a review forimpairment is conducted, the recoverable amount is assessed by reference to thehigher of `value in use' (being the net present value of expected future cashflows of the relevant cash generating unit) and `fair value less costs tosell'.
In determining value in use, future cash flows are based on:
* Estimates of the quantities of economically recoverable ore reserves and
mineral resources for which there is a high degree of confidence of economic extraction; * Future production levels; * Future commodity prices; and * Future cash costs of production
Variations to the expected future cash flows, and the timing thereof, could result in significant changes to any impairment losses recognised, if any, which could in turn impact future financial results.
* Restoration Provisions
The group records the present value of the estimated cost of restoringoperating locations in the period in which the obligation arises, which istypically at the commencement of production. The nature of the restorationactivities includes the removal of facilities, abandonment of mine sites andrehabilitation of the affected areas. In most instances this arises many yearsin the future. The application of this policy necessarily requires judgmentalestimates and assumptions regarding the date of abandonment, futureenvironmental legislation, the engineering methodology adopted, futuretechnologies to be used and the asset specific discount rates used to determinethe present value of these cash flows.
5. SIGNIFICANT ACCOUNTING POLICIES
a. Investments and other financial assets
Financial assets within the scope of IAS 39 are classified as either financialassets at fair value through profit or loss, loans and receivables andavailable-for-sale financial assets, as appropriate. When financial assets arerecognised initially, they are measured at fair value, plus, in the case ofinvestments not at fair value through profit or loss, directly attributabletransaction costs. The Group determines the classification of its financialassets after initial recognition and, where allowed and appropriate,re-evaluates this designation at each financial year-end.
All regular way purchases and sales of financial assets are recognised at the trade date i.e. the date the group commits to purchase the asset.
The fair value of investments that are actively traded in organised financialmarkets is determined by reference to quoted market bid prices at the close ofbusiness on the balance sheet date. For investments where there is no activemarket, fair value is determined using valuation techniques. Such techniquesinclude using arm's length market transactions, reference to the current marketvalue of another instrument, which is substantially the same, discounted cashflow analysis and option pricing models.
Available for sale financial assets
Available-for-sale financial assets are those non-derivative financial assetsthat are designated as available-for-sale or are not classified as eitherfinancial assets at fair value through profit or loss, loans and receivables orheld to maturity financial assets. After initial recognition available-for salefinancial assets are measured at fair value with gains or losses beingrecognised as a separate component of equity until the investment isderecognised or until the investment is determined to be impaired at which timethe cumulative gain or loss previously reported in equity is included in theincome statement. Held for trading
Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near future. After initial recognition, investments which are classified as held for trading are measured at fair value. Gains or losses on investments held for trading are recognised in income.
Held to maturity
Other long-term investments that are intended to be held-to-maturity, such asbonds, are subsequently measured at amortised cost using the effective interestrate method. Amortised cost is calculated by taking into account any discountor premium on acquisition, over the period to maturity. For investments carriedat amortised cost, gains and losses are recognised in income when theinvestments are derecognised or impaired, as well as through the amortisationprocess.Loans and receivablesLoans and receivables are non-derivative financial assets with fixed ordeterminable payments that are not quoted in an active market. Such assets arecarried at amortised cost using the effective interest method. Gains and lossesare recognised in income when the loans and receivables are derecognised orimpaired, as well as through the amortisation process.
b. Mining Assets
Mining assets comprise exploration, evaluation and mine development costs and the cost of mineral properties acquired.
Exploration and Evaluation Expenditure
Expenditure on exploration and evaluation is accounted for in accordance withthe `area of interest' method. Exploration and evaluation expenditure iscapitalised provided the rights to tenure of the area of interest is currentand either:
* the exploration and evaluation activities are expected to be recouped
through successful development and exploitation of the area of interest or,
alternatively, by its sale; or
* exploration and evaluation activities in the area of interest have not at
the reporting date reached a stage which permits a reasonable assessment of
the existence or otherwise of economically recoverable reserves, and active
and significant operations in, or relating to, the area of interest are
continuing.
When the technical feasibility and commercial viability of extracting a mineralresource has been demonstrated then any capitalised exploration and evaluationexpenditure is reclassified as capitalised mine development. Prior toreclassification, capitalised exploration and evaluation expenditure isassessed for impairment.
Impairment
The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at the cash generating unit level whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.
The recoverable amount of capitalised exploration and evaluation expenditure isthe higher of fair value less costs to sell and value in use. In assessingvalue in use, the estimated future cash flows are discounted to their presentvalue using a pre-tax discount rate that reflects current market assessments ofthe time value of money and the risks specific to the asset.An impairment exists when the carrying amount of an asset or cash-generatingunit exceeds its estimated recoverable amount. The asset or cash-generatingunit is then written down to its recoverable amount. Any impairment losses arerecognised in the income statement.
Mine Development Expenditure
Mine development expenditure represents the costs incurred in preparing minesfor production, and includes stripping and waste removal costs incurred beforeproduction commences. These costs are capitalised to the extent they areexpected to be recouped through successful exploitation of the related miningleases. Once production commences, these costs are amortised using theunits-of-production method based on the estimated economically recoverablereserves to which they relate or are written off if the mine property isabandoned. Development costs incurred to maintain production are expensed asincurred against the related production.
Impairment
The carrying value of capitalised mine development expenditure is assessed forimpairment whenever facts and circumstances suggest that the carrying amount ofthe asset may exceed its recoverable amount.The recoverable amount of capitalised mine development expenditure is thehigher of fair value less costs to sell and value in use. In assessing value inuse, the estimated future cash flows are discounted to their present valueusing a pre-tax discount rate that reflects current market assessments of thetime value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value.
An impairment exists when the carrying amount of an asset or cash-generatingunit exceeds its estimated recoverable amount. The asset or cash-generatingunit is then written down to its recoverable amount. Any impairment losses arerecognised in the income statement.
c. Derecognition of Financial Assets and Liabilities
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised where:
* the rights to receive cash flows from the asset have expired;
* the Group retains the right to receive cash flows from the asset, but has
assumed an obligation to p ay them in full without material delay to a
third party under a `pass-through' arrangement; or
* the Group has transferred its rights to receive cash flows from the asset
and either (a) has transferred substantially all the risks and rewards of
the asset, or (b) has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the
asset.
Where the Group has transferred its rights to receive cash flows from an assetand has neither transferred nor retained substantially all the risks andrewards of the asset nor transferred control of the asset, the asset isrecognised to the extent of the Group's continuing involvement in the asset.Continuing involvement that takes the form of a guarantee over the transferredasset is measured at the lower of the original carrying amount of the asset andthe maximum amount of consideration that the Group could be required to repay.Where continuing involvement takes the form of a written and/or purchasedoption (including a cash-settled) option or similar provision) on thetransferred asset, the extent of the Group's continuing involvement is theamount of the transferred asset that the Group may repurchase, except that inthe case of a written put option (including a cash-settled option or similarprovision) on an asset measured at fair value, the extent of the Group'scontinuing involvement is limited to the lower of the fair value of thetransferred asset and the option exercise price.
Financial liabilities
A financial liability is derecognised when the obligation under the liabilityis discharged or cancelled or expires. Where an existing financial liability isreplaced by another from the same lender on substantially different terms, orthe terms of an existing liability are substantially modified, such an exchangeor modification is treated as a derecognition of the original liability and therecognition of a new liability, and the difference in the respective carryingamounts is recognised in profit or loss.
d. Impairment of Financial Assets
The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.
Asset carried at amortised cost
If there is objective evidence that an impairment loss on loans and receivablescarried at amortised cost has been incurred, the amount of the loss is measuredas the difference between the asset's carrying amount and the present value ofestimated future cash flows (excluding future credit losses that have not beenincurred) discounted at the financial asset's original effective interest rate(i.e. the effective interest rate computed at initial recognition). Thecarrying amount of the asset shall be reduced either directly or through use ofan allowance account. The amount of the loss shall be recognised in profit orloss.The Group first assesses whether objective evidence of impairment existsindividually for financial assets that are individually significant, andindividually or collectively for financial assets that are not individuallysignificant. If it is determined that no objective evidence of impairmentexists for an individually assessed financial asset, whether significant ornot, the asset is included in a group of financial assets with similar creditrisk characteristics and that group of financial assets is collectivelyassessed for impairment. Assets that are individually assessed for impairmentand for which an impairment loss is or continues to be recognised are notincluded in a collective assessment of impairment.If, in a subsequent period, the amount of the impairment loss decreases and thedecrease can be related objectively to an event occurring after the impairmentwas recognised, the previously recognised impairment loss is reversed. Anysubsequent reversal of an impairment loss is recognised in the incomestatement, to the extent that the carrying value of the asset does not exceedits amortised cost at the reversal date.
Assets carried at cost
If there is objective evidence that an impairment loss on an unquoted equityinstrument that is not carried at fair value because its fair value cannot bereliably measured, the amount of the loss is measured as the difference betweenthe asset's carrying amount and the present value of estimated future cashflows discounted at the current market rate of return for a similar financialasset.
Available-for-sale financial assets
If an available-for-sale asset is impaired, an amount comprising the differencebetween its cost (net of any principal payment and amortisation) and itscurrent fair value, less any impairment loss previously recognised in profit orloss, is transferred from equity to the income statement. Reversals in respectof equity instruments classified as available-for-sale are not recognised inprofit. Reversals of impairment losses on debt instruments are reversed throughprofit or loss, if the increase in fair value of the instrument can beobjectively related to an event occurring after the impairment loss wasrecognised in profit or loss.
e. Foreign Currencies
The consolidated financial statements are stated in US Dollars which is the Company's functional and presentation currency. Each entity in the group determines its own functional currency and items included in each entity are measured using that functional currency.
Foreign currency transactions
Transactions in foreign currencies are recorded in the applicable functionalcurrency at the rate of exchange ruling at the date of the transaction.Monetary assets and liabilities denominated in foreign currencies aretranslated at the rate of exchange ruling at the balance sheet date.Non-monetary items are recorded in the applicable functional currency using theexchange rate at the date of the transaction. All exchange differences aretaken to the income statement.
Translation of financial reports of foreign operations
The Mimosa Investments Limited group financial statements incorporate those ofits controlled entities in Zimbabwe, which have been prepared using US Dollarsas the functional currency. The functional currency of subsidiaries in SouthAfrica is considered to be the South African Rand. The functional currency ofsubsidiaries in Australia is considered to be the Australian Dollar.
The assets and liabilities of these entities are translated to the group presentation currency at rates of exchange ruling at the balance sheet date. Income and expense items are translated at average exchange rates for the period. Any exchange differences are taken directly to the foreign currency translation reserve. On disposal of a foreign entity, cumulative deferred exchange differences are recognised in the income statement as part of the profit or loss on sale.
f. Property, Plant and Equipment
All items of property, plant and equipment are stated at cost less accumulateddepreciation and accumulated impairment in value. The carrying values arereviewed for impairment when events or changes in circumstances indicate thatthe carrying value may not be recoverable and where carrying values exceedtheir recoverable amount, assets are written down to their recoverable amount.Property, plant and equipment, excluding land, is depreciated at rates based onthe expected useful economic life of each item, using the straight line method.Mine plant is amortised using the lesser of its useful life or the life of themine based on the straight-line or unit of production method respectively.Buildings and equipment, which includes vehicles and furniture, are depreciatedon the straight-line basis at rates, which will reduce their book values toestimated residual values over their expected useful lives. Capitalised leaseassets are depreciated over the shorter of the estimated useful life of theasset or the lease term. The major depreciation rates for all periods presentedare: * Buildings - 3 to 12.5 years * Furniture and fittings - 3 to 5 years * Plant and equipment, including assets held under lease - 3 to 13 years An item of property plant and equipment is derecognised upon disposal or whenno future economic benefits are expected from its use or disposal. Any gain orloss arising on derecognition of the asset (calculated as the differencebetween the net disposal proceeds and the carrying amount of the asset) isincluded in the income statement in the year the asset is derecognised.
g. Revenue Recognition
Revenue is recognised and measured at fair value to the extent that it is probable that the economic benefits will flow to the Aquarius Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Interest
Revenue is recognised as the interest accrues on interest bearing cash deposits, using the effective interest method.
Sale of Goods
Revenue on sale of goods is recognised when risks and rewards of ownership of the goods have passed to the buyer.
Dividends
Revenue is recognised when the Group's right to receive the payment is established.
h. Income Taxes Current tax Current tax assets and liabilities for the current and prior periods aremeasured at the amount expected to be recovered from or paid to the taxationauthorities. The tax rates and tax laws used to compute the amount are thosethat are enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except
* Where the deferred tax liability arises from the initial recognition of
goodwill or of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss; and
* in respect of taxable temporary differences associated with investments in
subsidiaries, associates and interests in joint ventures, where the timing
of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable
future.
Deferred income tax assets are recognised for all deductible temporarydifferences, carry-forward of unused tax credits and unused tax loses, to theextent that it is probable that taxable profit will be available against whichthe deductible temporary differences, and the carry-forward of unused taxcredits and unused tax loses can be utilised except:
* where the deferred income tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or liability in
a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or
loss; and
* in respect of deductible temporary differences associated with investments
in subsidiaries, associates and interests in joint ventures, deferred tax
assets are recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable
profit will be available against which the temporary differences can be
utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will beavailable to allow all or part of the deferred income tax asset to be utilised.Unrecognised deferred income tax assets are reassessed at each balance sheetdate and are recognised to the extent that it has become probable that futuretaxable profit will allow the deferred tax asset to be recovered.Deferred income tax assets and liabilities are measured at the tax rates thatare expected to apply to the year when the asset is realised or the liabilityis settled, based on tax rates (and tax laws) that have been enacted orsubstantively enacted at the balance sheet date.
Income tax relating to items recognised directly in equity is recognised in equity and not in the income statement.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
i. Employee Entitlements Provision is made for employee entitlement benefits accumulated as a result ofemployees rendering services up to the balance date. Liabilities arising inrespect of wages and salaries, annual leave and other benefits expected to besettled within twelve months of the balance date are measured at rates whichare expected to be paid when the liability is settled.All other employee entitlement liabilities are measured at the present value ofestimated payments to be made in respect of services rendered up to reportingdate.
Contributions for pensions and other post employment benefits to defined contribution plans are recognised in the income statement as incurred during the period in which employees render the related service.
j. Interest Bearing Loans and Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs.
After initial recognition, all interest bearing loans and borrowings, other than liabilities held for trading, are subsequently measured at amortised cost using the effective interest method.
k. Borrowing costs
Borrowing costs are recognised as expenses in the period in which they are incurred.
l. Trade and Other Payables
Liabilities for trade and other payables, whether billed or not billed to thegroup, which are normally settled on 30-90 day terms, are carried at amortisedcost. m. Provisions
Provisions are recognised when the Group has a present obligation (legal orconstructive) as a result of a past event, it is probable that an outflow ofresources embodying economic benefits will be required to settle the obligationand a reliable estimate can be made of the amount of the obligation. Where theGroup expects some or all of a provision to be reimbursed, the reimbursement isrecognised as a separate asset but only when the reimbursement is virtuallycertain. The expense relating to any provision is presented in the incomestatement net of any reimbursement. If the effect of the time value of money ismaterial, provisions are discounted using a current pre-tax rate that reflects,where appropriate, the risks specific to the liability. Where discounting isused, the increase in the provision due to the passage of time is recognised asa borrowing cost. n. Cash Cash and cash equivalents include cash on hand and in banks, and deposits atcall which have an original maturity of three months or less. For the purposeof the consolidated cash flow statement, cash and cash equivalents consist ofcash and cash equivalents as defined above, net of outstanding bank overdrafts.
o. Inventories
Inventories comprise consumables, reagents, produce, packaging, chromite, reefore stockpiled and concentrate awaiting further processing and are valued atthe lower of cost and net realisable value. Cost (excluding produce andpackaging) is determined on the weighted average method and includes directmining expenditure and an appropriate proportion of overhead expenditure. Thecost of produce and packaging is determined on the first-in-first-out method.
p. Trade and Other Receivables
Trade receivables include actual invoiced sales of PGM concentrate as well assales not yet invoiced for which deliveries have been made and the risks andrewards of ownership have passed. Sale of PGM concentrate is settled in USDbased on the average market price of the month ruling up to three months afterthe month of delivery. The receivable amount calculated for the PGM concentratedelivered but not yet invoiced is based on fair value at the date of delivery.
Trade receivables are recognised at original invoice amount less an allowance for any uncollectible amounts.
Other receivables are stated at cost less any allowance for uncollectible amounts. An allowance is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.
q. Provision for Mine Site Rehabilitation
The provision for rehabilitation represents the cost of restoring site damagefollowing initial disturbance. Increases in the provision are capitalised todeferred mining assets to the extent that the future benefits will arise. Costincurred that related to an existing condition caused by past operations and donot have a future economic benefit are expensed.Gross rehabilitation costs are estimated at the present value of theexpenditures expected to settle the obligation, using estimated cash flowsbased on current prices. The estimates are discounted at a pre-tax rate thatreflects current market assessments of the time value of money and whereappropriate the risk specific to the liability. The unwinding of the discountis recorded as an accretion charge within finance costs.
Rehabilitation costs capitalised to mining assets are amortised over the operating life of each mine using the units of production method based on estimated proven and probable mineral reserves. Expenditure on ongoing rehabilitation costs is brought to account when incurred.
In South Africa, annual contributions are made to an EnvironmentalRehabilitation Trust Fund, created in accordance with South African Statutoryrequirements, to fund the estimated cost of rehabilitation during and at theend of the life of a mine. The funds that have been paid into the trust fundplus the growth in the trust fund are shown as an asset on the balance sheet.
r. Share Capital
Share capital is recognised at the fair value of the consideration received bythe Company. Incremental costs directly attributable to the issue of new sharesor options are shown in equity as a deduction from the proceeds
s. Leases
The determination of whether an arrangement is, or contains a lease is based onthe substance of the arrangement at inception date of whether the fulfilment ofthe arrangement is dependent on the use of a specific asset or assets or thearrangement conveys a right to use the asset.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.
Finance leases, which transfer to the group substantially all the risks andbenefits incidental to ownership of the leased item, are capitalised at theinception of the lease at the fair value of the leased property or, if lower,at the present value of the minimum lease payments. Lease payments areapportioned between the finance charges and reduction of the lease liability soas to achieve a constant rate of interest on the remaining balance of theliability. Finance charges are charged directly against income.
t. Interest in Joint Ventures
The group's interest in joint ventures is accounted for by proportionateconsolidation, which involves recognising a proportionate share of the jointventure's assets, liabilities, income and expenses with similar items in theconsolidated financial statements on a line-by-line basis.
u. Impairment of Non Financial Assets
The carrying amounts of the group's assets are reviewed at each balance sheetdate to determine whether there is any indication of impairment. If there isany indication that an asset may be impaired, its recoverable amount isestimated and the book value of the asset is written down to its recoverableamount. The recoverable amount is the higher of net selling price and value inuse.In assessing value in use, the expected future cash flows from the asset arediscounted to their present value using a pre-tax discount rate that reflectscurrent market assessments of the time value of money and the risks specific tothe asset. An impairment loss is recognised whenever the carrying amount of anasset exceeds its recoverable amount.For an asset that does not generate cash inflows and that is largelyindependent of those from other assets, the recoverable amount is determinedfor the cash-generating unit to which the asset belongs. An impairment loss isrecognised in the income statement whenever the carrying amount of thecash-generating unit exceeds its recoverable amount.A previously recognised impairment loss is reversed if the recoverable amountincreases as a result of a change in the estimates used to determine therecoverable amount, but not to an amount higher than the carrying amount thatwould have been determined (net of depreciation) had no impairment loss beenrecognised in prior years.
v. Share-based Payment Transactions
Employees (including senior executives) of the Group receive remuneration in the form of equity based
payment transactions, whereby employees render services as consideration for equity instruments (`equity-
settled transactions').
The Group currently has a Share Plan and an Option Plan for directors and employees. Loans made under the Share plan are treated as share based compensation under IFRS 2.
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by referenceto the fair value at the date on which they are granted. The fair value isdetermined by an external valuer using a binomial or Black & Scholes pricingmodel. In valuing equity-settled transactions, no account is taken of anyperformance conditions, other than conditions linked to the price of the sharesof the Company, if applicable.The cost of equity-settled transactions is recognised, together with acorresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevantemployees become fully entitled to the award (`the vesting date'). Thecumulative expense recognised for equity-settled transactions at each reportingdate until the vesting date reflects the extent to which the vesting period hasexpired and the Group's best estimate of the number of equity instruments thatwill ultimately vest. The income statement charge or credit for a periodrepresents the movement in cumulative expense recognised as at the beginningand end of that period.No expense is recognised for awards that do not ultimately vest, except forawards where vesting is conditional upon a market condition, which are treatedas vesting irrespective of whether or not the market condition is satisfied,provided that all other performance conditions are satisfied.Where the terms of an equity-settled award are modified, as a minimum anexpense is recognised as if the terms had not been modified. In addition, anexpense is recognised for any modification, which increases the total fairvalue of the share-based payment arrangement, or is otherwise beneficial to theemployee as measured at the date of modification.Where an equity-settled award is cancelled, it is treated as if it had vestedon the date of cancellation, and any expense not yet recognised for the awardis recognised immediately. However, if a new award is substituted for thecancelled award, and designated as a replacement award on the date that it isgranted, the cancelled and new awards are treated as if they were amodification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Shares in the Group acquired on market and held by the Share Plan are included within the equity benefits reserve.
w. Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable toequity holders of the company, excluding any costs of servicing equity otherthan dividends, by the weighted average number of ordinary shares, adjusted
forany bonus elements.Diluted earnings per share
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
* costs of servicing equity (other than dividends); * the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
* other non-discretionary changes in revenues or expenses during the period
that would result from the dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus elements.
x. Dividends
Provision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at balance date.
y. Future Accounting Standards
Certain International Financial Reporting Standards and IFRIC Interpretationshave recently been issued or amended but are not yet effective and have notbeen adopted by the Group for the annual reporting period ended on 30 June2007. The Directors have assessed the impact of the new standards or amendedstandards and interpretations (to the extent relevant to the Group) as follows: Title Impact on the Group Operative Date IAS 1 Capital IAS 1 requires additional 1 July 2007 Disclosures disclosures in relation to Amendment capital of the company IAS 23 Borrowing costs IAS 23 requires borrowing 1 July 2009Amendment (Revised) costs to be capitalised if they are directly attributable to a qualifying asset. The Group's existing accounting policy will change. IFRS 7 Financial IFRS 7 is a disclosure 1 July 2007 instruments- standard so will have no Disclosures direct impact on the amounts included in the Group's financial statements. However the amendments will result in changes to the financial instrument disclosures included in the Group's financial report.
IFRS 8 Operating segments IFRS 8 is a disclosure 1 July 2009
standard so will have no direct impact on the amounts included in the Groups financial statements. However the new standard may have an impact on the segment disclosures included in the Group's financial report. IFRIC 8 Scope of IFRS 2 IFRIC 8 applies to all 1 July 2007 transactions in which the company cannot specifically identify goods or services received. IFRIC 8 is not expected to have a material impact on the group IFRIC 9 Reassessment of This establishes that the 1 July 2007 embedded existence of an embedded derivative derivative should be determined at the date an entity first becomes party to the contract, with reassessment only if there is a change to the contract significantly modifies the cash flows. The Group adopts that the adoption this interpretation will have no impact on the group's financial statements
IFRIC 10 Interim Financial The prohibitions on reversing 1 July 2007
Reporting and impairment losses in IFRS 36 impairment and IFRS 39 to take precedence over the more general statement in IFRS 34 is not expected to have any impact on the Group's financial report
IFRIC 11 IFRS 2- Group and This is consistent with the 1 July 2007
treasury share Group's existing accounting transactions policies for share-based payments so will have no impact.
IFRIC 12 Service concession As the Group currently has no 1 July 2008
arrangement service concession arrangements or public-private-partnerships (PPP), it is expected that this Interpretation will have no impact on its financial report.
IFRIC 13 Customer Loyalty The Group does not have any 1 July 2008
Programmes customer loyalty programmes and as such this is not expected to have any impact on the Group's financial report. IFRIC 14 IAS 19 - The This interpretation will not 1 July 2008 Ceiling have an impact on the Group's Availability of financial report. Economic Benefits and Minimum Funding Requirements 6. SEGMENT INFORMATION
a. Segment products and locations
The primary reporting format is determined to be geographical segments as theGroup's risks and returns are predominantly affected by geographical location.The Group's operating companies are organised and managed separately accordingto their geographical location, with each segment representing the country ofincorporation, operation and location of assets.
The Group operates predominantly two geographical segments. Mining and exploration operations take place in South Africa and Zimbabwe, with administration functions in Australia and Bermuda.
The mining and exploration segment explores for and produces platinum group metals including platinum, palladium, rhodium and gold. The other business segment relates to general head office and corporate activities. The Group's geographical segments are based on the location of the Group's assets.
b. Segment accounting policies
The group generally accounts for inter-segment revenues and transfers as if thetransactions were to third parties at current market prices. Revenues areattributed to geographic areas based on the location of the assets producingthe revenues.Segment accounting policies are the same as the consolidated entity's policies. c. Geographical segments 30 June 2007 Bermuda South Australia Zimbabwe Eliminations Consolidated Africa External sales - 572,813 - 117,187 - 690,000 Intersegment 9,302 - 547 - (9,849) -revenues Segment revenue 9,302 572,813 547 117,187 (9,849) 690,000 Segment result (2,589) 309,273 59 75,359 2,356 384,458 Income tax (90,861)expense Profit after tax 293,597 Minority Interest (106,374) Net Profit 187,223 Segment assets 157,262 638,570 4,498 144,844 - 945,174 Segment 20,932 283,532 632 7,533 - 312,629liabilities Other segment information: Capital - 56,286 - 7,276 - 63,562expenditure Amortisation of - 7,294 - 301 - 7,595fair value uplift Amortisation and - 28,789 20 3,039 - 31,848depreciation Other non-cash 47 (215) 16 (2,156) - (2,308)expenses 30 June 2006 Bermuda South Australia Zimbabwe Eliminations Consolidated Africa External sales - 349,192 - 68,236 - 417,428 Intersegment 12,803 - 504 - (13,307) -revenues
Segment revenue 12,803 349,192 504 68,236 (13,307) 417,428
Segment result (2,942) 160,633 (1,096) 32,704 2,775 192,074 Income tax (51,071)expense Profit after tax 141,003 Minority (55,373)Interest Net Profit 85,630 Segment assets 61,299 541,799 24,731 82,366 - 710,795 Segment 24,364 282,225 374 9,395 - 316,358liabilities Other segment information: Capital - 93,950 - 8,846 102,796expenditure Amortisation of - 6,889 - 273 - 7,162fair value uplift Amortisation and - 18,749 25 2,881 - 21,655depreciation Other non-cash 8 819 (987) 1,073 - 913expenses d. Business segments 30 June 2007 Mining and Corporate and Consolidated Exploration Investment Segment revenue 690,000 - 690,000 Segment assets 783,414 161,760 945,174 Capital expenditure 63,562 - 63,562 30 June 2006 Segment revenue 417,428 - 417,428 Segment assets 624,165 86,030 710,195 Capital expenditure 102,796 - 102,796 ZimbabweThe Company announced on 6 October 2004 that it had been made aware that theGovernment of Zimbabwe's Ministry of Mines has released proposed draftregulations for the discussion with the industry that include proposedindigenous ownership levels for mines in Zimbabwe. These proposals included 20%indigenous ownership within 2 years, 25% indigenous ownership within 7 yearsand 30% indigenous ownership within 10 years of the approval of theregulations. Subsequent to 30 June 2007, the Government revised the draftregulations proposing 51% indigenous ownership. The Company as well as theChamber of Mines in Zimbabwe has made representations to the Government with aview to arriving at mutually acceptable indigenous ownership levels. Currentlya Bill is before the Zimbabwean Parliament and no decisions have been reachedto date. The Company, subject to funding availability, views the originalproposals of 2004 as achievable, but is sceptical of a mutually satisfactoryoutcome in respect of the current Bill's proposals. 2007 2006 $'000 $'000 7. Revenue and Expenses RevenueSale of mine products 690,000 417,428 Interest income 19,183 8,256 709,183 425,684 Other income Foreign exchange gain on 967 13,228sales Other 1,619 885 2,586 14,113 Cost of sales Amortisation and 31,828 21,655depreciation Cost of production 257,834 199,543 Royalties 3,556 1,841 293,218 223,039 2007 2006 $'000 $'000Administrative costs Advertising and promotion 237 207 Audit and accounting 548 274 Consulting fees 2,707 2,432 Directors' fees 617 583 Depreciation of plant and equipment 20 25 Share based payments 100 252 Legal fees 893 656 Printing and stationery 33 26 Rental on operating leases 124 110 Subscriptions and conferences 379 201 Telephone and facsimile 96 87 Travel 901 686 Wages, salaries and employee benefits 1,381 1,935 Other 936 578 8,972 8,052Other operating costs Foreign exchange (gain)/loss 2,308 (913) 2,308 (913) Finance costs Interest and borrowing costs 11,511 8,668 Accretion of mine-site rehabilitation 3,707 1,715liability 15,218 10,383 Staff costs Salaries and wages 4,723 7,016 Provisions for employee entitlements 704 546 Superannuation 543 463 Share based payments 100 252 6,070 8,277Depreciation and amortisation included in consolidated income statement Depreciation 18,906 10,365 Amortisation of fair value uplift on 7,595 7,162mining assets Amortisation of original cost of 12,942 11,290mining assets 39,443 28,817 2007 2006 $'000 $'000 8. Income Tax
Major component of tax expense for the year:
Current tax 60,573 26,098 Deferred tax 30,288 24,973 Income tax expense before 90,861 51,071minority interest
As a Bermudan corporation, Aquarius has no tax liability under that jurisdiction with respect to income derived. Certain of its foreign derived income is subject to applicable tax in the countries from which such income is derived.
Amounts charged or credited directly 221 (5,451)to equity: Foreign exchange revaluation
The group's effective tax rate in 2007 was 23.7% (2006: 26.6%). A reconciliation of income tax expense applicable to profit from operating activities before income tax at the statutory income tax rate to income tax expense at the group's effective income tax rate at years end is as follows:
Profit from ordinary activities before 384,458 192,074 income tax
At the South African income tax rate 111,493 55,701of 29%
Lower Zimbabwe income tax rate of 15% (10,375) (2,975)
Lower Mauritius income tax rate of 15% (218) (33) (Profit)/loss of parent company not 1,274 (2,194)subject to taxation Foreign exchange adjustments (12,408) 600 Foreign tax credit 364 - Unrecognised tax losses (318) 149 Income not assessable (3,805) (933) Capital and incentive allowances (176) - Expenditure not allowable for income 1,943 1,140tax purposes Withholding tax on dividends and 2,503 1,397technical fees received Under/(over) provision from prior year 584 (1,781) At effective income tax rate of 23.7% 90,861 51,071(2006 26.6%) Current tax liabilities Tax payable 4,851 2,209 Deferred tax liabilities Capital allowances 83,680 50,636 Fair value uplift on mining assets 20,890 22,909 Mine closure costs 1,119 7,586
Provision for mine site rehabilitation (3,089) (9,360)
Prepayments 3 25 Other 775 1,515 Deferred tax liability 103,378 73,311 2007 2006 $'000 $'000Reconciliation of movement in deferred tax liabilities to tax expense
Balance of deferred tax liabilities at 73,311 53,789 beginning of year
Foreign exchange revaluation of (221) (5,451)deferred tax liabilities Deferred tax expense 30,288 24,973 Deferred tax liability 103,378 73,311At 30 June 2007, the potential benefit of tax losses of a foreign subsidiaryamounting to $5.8m (2006: $5.8m) has not been brought to account in thesefinancial statements, as it is not probable that the benefit will flow to thatentity. 9. Earnings Per Share a) Basic earnings per 218.51 100.87share - cents per share Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. b) Diluted earnings 216.50 99.12per share - cents per share Diluted earnings per share is calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of shares outstanding during the year (after adjusting for the effects of dilutive options). (c) Reconciliations Net profit used in 187,223 85,630calculating basic and diluted earnings per share Number of Number of shares shares Weighted average 85,683,065 84,891,630number of shares used in the calculation of basic earnings per share Effect of dilutive securities Share options 795,177 1,500,319 Adjusted weighted 86,478,242 86,391,949average number of shares used in the calculation of diluted earnings per share
10. Dividend Proposed or Declared
A final dividend of 30 cents (2006: $0.18) per common share was declared forthe current year on 8 August 2007. The dividend has not been recognised as aliability in the consolidated financial statements at 30 June 2007.Total dividends paid during the 2007 financial year amounted to $25,363,647.This consisted of a final 2006 dividend paid during October 2006 of $15,208,180($0.18 per share) and an interim dividend paid during March 2007 of $10,155,466($0.12 per share).Total dividends paid during the 2006 financial year amounted to $9,177,850.This consisted of a final 2005 dividend paid during October 2005 of $4,145,656($0.05 per share) and an interim dividend paid during March 2006 of $5,032,194($0.06 per share). 2007 2006 $'000 $'000
11. Receivables - Non Current
Amount due from joint 11,612 6,590venture participant for share of mine site closure costs
Based on the first and second Notarial Pooling and Sharing agreements (PSA's) with Anglo Platinum, AQP(SA) holds a contractual right to recover 50% of the rehabilitation liability relating to environmental rehabilitation resulting from PSA operations from Rustenburg Platinum Mines Limited (RPM), where this rehabilitation relates to property owned by AQP(SA). Likewise RPM holds a
contractual right to recover 50% of the rehabilitation liability relating to environmental rehabilitation resulting from PSA operations from AQP(SA), where the rehabilitation relates to property owned by RPM. Refer also Note 20 (b).
12. Available for Sale Investments - Non Current
Shares in other corporations 414 404
Available for sale financial assets consist of investments in ordinary shares and therefore have no fixed maturity date or coupon rate.
13. Property, Plant and Equipment
Plant & Plant & Land & Buildings Equipment Equipment Total Under Lease 30 June 2007 Beginning carrying value 9,850 192,257 4,519 206,626 Additions 6,143 3,440 6,238 15,821 Disposals - (208) (28) (236) Depreciation (790) (14,791) (3,325) (18,906) Transfers from mining 3,463 9,589 - 13,052assets Net exchange differences 5 2,563 188 2,756differencesiation Closing carrying value 18,671 192,850 7,592 219,113 At cost 20,213 242,473 11,608 274,294 Accumulated depreciation (1,542) (49,623) (4,016) (55,181) Closing carrying value 18,671 192,850 7,592 219,113 Land & Plant & Plant & Total Buildings Equipment Equipment Under Finance Lease 30 June 2006 Beginning carrying value 2,861 134,930 28 137,819 Additions 1,872 22,436 5,087 29,395 Disposals - - - - Depreciation (261) (10,098) (6) (10,365) Transfers from mining 5,388 58,088 - 63,476assets Net exchange differences (10) (13,099) (590) (13,699)differencesiation Closing carrying value 9,850 192,257 4,519 206,626 At cost 10,600 226,479 4,543 241,622 Accumulated depreciation (750) (34,222) (24) (34,996) Closing carrying value 9,850 192,257 4,519 206,626 Property, plant and equipment owned by AQP(SA) carried at $172.9m serves assecurity for an interest bearing loan from Rand Merchant Bank Limited asdescribed further in Note 21. 2007 2006 $'000 $'00014. Mining Assets Comprising deferred exploration and evaluation costs, mine development costs and mineral properties as follows: Mining tenements 157,412 157,104 Accumulated amortisation (47,960) (39,556) 109,452 117,548 Development costs 223,913 153,439 Accumulated amortisation (33,693) (23,386) 190,220 130,053 299,672 247,601Reconciliation of mining assets: Opening balance 247,601 271,050 Additions/expenditure incurred during 47,741 73,401the year
Provision for rehabilitation provision 34,228 8,222 increment
Amortisation and depreciation charges (20,537) (18,452)
Transfers (to)/from property, plant & (13,052) (63,476)equipment Net exchange differences 3,691 (23,144) Closing balance 299,672 247,601
In accordance with the Group's policy on mining assets, the directors have reviewed the carrying value of mineral exploration tenements as at 30 June 2007. The value of the mineral exploration tenements is carried forward as an asset provided the rights to tenure of the area of interest is current and either:
* the exploration and evaluation activities are expected to be recouped
through successful development and exploitation of the area of interest or,
alternatively, by its sale; or
* exploration and evaluation activities in the area of interest have not at
the reporting date reached a stage, which permits a reasonable assessment
of the existence, or otherwise of economically recoverable reserves, and
active and significant operations in, or relating to, the area of interest
are continuing.
AQP(SA) has established Environmental Rehabilitation Trusts into which theCompany makes annual contributions in order to provide for its obligations inrespect of environmental rehabilitation. Refer Note 22. AQP(SA) alsocontributes to the Rustenburg Platinum Mines Rehabilitation Trust in order toprovide for the obligations in respect of environmental rehabilitation for partof the jointly controlled operation's obligation incurred in the NotarialPooling and Sharing Agreements.
15. Interest in Joint Ventures
The group has the following interest in joint ventures:
* a 50% interest in two joint ventures each referred to as the "Notarial
Pooling & Sharing Agreements". The principal activities of the joint
ventures is to extend the Kroondal mine over the boundary of the properties
covering the Kroondal mine and expand the Marikana mine operations through
mineral rights contributed by Anglo Platinum through its subsidiary,
Rustenburg Platinum Mines Ltd.
* a 50% interest in Mimosa Investments Limited, which owns and operates the
Mimosa mine and a 50% interest in a joint venture known as the "Chrome
Tailings Retreatment Project".
The group's share of the assets, liabilities, revenue and expenses of the jointventures which are included in the consolidated financial statements, are asfollows: 2007 2006 $'000 $'000 Current assets 238,509 138,836 Non current assets 148,902 110,733 387,411 249,569 Current liabilities (32,345) (23,154) Non current liabilities (1,462) (2,416) 353,604 223,999 Revenue 485,749 322,673 Cost of sales (186,436) (149,419) Administration and other expenses (2,437) 1,643 Interest received 5,579 2,801 Interest expense (740) (1,090) Profit before income tax 301,715 176,608 Income tax expense (3,018) (5,324) Net profit before minority 298,697 171,284 interests 2007 2006 $'000 $'00016. Cash Cash at bank 216,069 134,351 Short term deposits 71,594 28,074 287,663 162,425
The interest rate earned from cash at bank and short-term deposits ranged from 4.5% to 6.5% per annum. Short term deposits have maturity dates of three months or less.
17. Trade and Other Receivables
Trade receivables 98,617 64,430 Other receivables 1,956 2,292 100,573 66,722
Trade receivables have been reduced by an amount of:
* $82.375m (2006: $65.786m) relating to the pre-financing by Implats of delivered PGM concentrates. This amount is subject to interest at the London Inter-Bank Offered Rate (LIBOR) plus 1%. It is repayable in 3 instalments during July, August and September 2007. * $38.518m (2006: $26.741m) relating to the pre-financing by Rustenburg Platinum Mines Limited of delivered PGM concentrates. This amount is subject to interest at the Johannesburg Interbank Acceptance Rate (JIBAR) plus 2.75%. It is repayable in 3 instalments during July, August and September 2007.
Included in trade receivables is an amount of $26.550m relating to the sale of concentrate by Mimosa. Following a decree by the Zimbabwean Government, Mimosa is required to repatriate 40% of US dollar sales into Zimbabwean dollars. The Company anticipates that much of this will be utilised in meeting local production costs. Remaining holdings of Zimbabwean currency will be subject to revaluation as required.
18. Available for Sale Investments - Current
Shares quoted on 4 4prescribed stock exchange 4 4
Available for sale financial assets consist of investments in ordinary shares and therefore have no fixed maturity date or coupon rate.
19. Inventories Ore stockpiled at cost 7,059 4,099 PGM concentrates at cost 2,115 2,293 Consumables at cost 16,949 13,431 26,123 19,823
Inventories to the value of $13.39m (2006: 8.01m) serve as security for the loan from Rand Merchant Bank Limited. Refer Note 21(a).
2007 2006 $'000 $'00020. Payables (Non-Current) Loans - other corporations 52,007 128,843(unsecured) (a) Amount due to joint 2,221 1,261venture participant in respect of mine closure costs (b) 54,228 130,104
(a) Loans - other corporations refers to non-interest bearing shareholder loans payable by AQP(SA) totalling ZAR 368,000,000 (2006: ZAR 936,702,193). The loans are denominated and repayable in ZAR and have no fixed terms of repayment. These loans rank pari passu with the other shareholder loans and are subordinate to the Rand Merchant Bank Limited loan referred to at Note 21(a).
(b) Based on the first and second Notarial Pooling and Sharing agreements (PSA) with Anglo Platinum, AQP(SA) holds a contractual right to recover 50% of the rehabilitation liability relating to environmental rehabilitation resulting from PSA operations from Rustenburg Platinum Mines Limited (RPM), where this rehabilitation relates to property owned by AQP(SA). Likewise RPM holds a contractual right to recover 50% of the rehabilitation liability relating to environmental rehabilitation resulting from PSA operations from AQP(SA), where the rehabilitation relates to property owned by RPM. Refer also Note 11.
21. Interest-Bearing Loans and Borrowings (Non-Current)
ZAR loan facility (a) 6,893 6,709 USD loan facility (a) 19,976 19,515 Loan - other corporation - 13,755(unsecured) Other secured loans (b) 343 346 Finance lease liabilities 4,060 5,047 31,272 45,372 Total facility available: Rand Merchant Bank loan 63,595 61,897facility 63,595 61,897 Unused facility available: Rand Merchant Bank loan 36,726 35,673facility 36,726 35,673
(a) The loans from Rand Merchant Bank Limited bear interest and are secured as follows:
* Interest is incurred at 190 basis points over Johannesburg Interbank
Acceptance Rate (JIBAR) and London Inter-Bank Offered Rate (LIBOR) for the
Rand and US Dollar tranches respectively. Interest is paid on a quarterly
basis.
* The loan is secured by a first ranking fixed and floating charge over all
assets of the company. AQP has also provided a guarantee limited to its shareholding in AQP(SA) as security. * The loan from Rand Merchant Bank Limited is a revolving credit facility
comprising a ZAR450 million loan facility, a R200 million standby facility,
and a R50 million guarantee facility. The facility can be reapportioned
semi-annually between Rand and US dollars subject to at least 25% of the
facility being denominated in ZAR. The total available facility reduces
equally over twelve instalments bi-annually commencing 30 June 2006. Loan
repayments are only required to the extent that the amount drawn exceeds
the available facility.
(b) Other secured loan of ZAR2,337,999 (2006: 2,450,203) is payable to the Landand Agricultural Bank of South Africa by a subsidiary, TKO Investment HoldingsLtd. The loan bears interest at 11.5% and is repayable in annual instalments ofZAR398,7467 on 15 June each year. The loan is secured by a first mortgage bondon all the fixed properties amounting to ZAR2,337,999 within the TKO group andcross guarantees between all the companies in the TKO group.
(d) Finance lease obligations are capitalised at an effective interest rate of LIBOR plus 2% with a lease term of between 12 and 48 months.
The interest bearing and interest free loans (referred to at Note 20(a)) rankpari passu with the other shareholder loans and are subordinate to the RandMerchant Bank Limited loan 2007 2006 $'000 $'00022. Provisions (Non-Current) Provision for mine site 68,949 32,057rehabilitation Employee entitlements 77 51 69,026 32,108 Movement in provision: Balance at beginning of 32,108 24,526the year Additional provision for 26 52employee entitlements Additional mine site 35,949 9,499closure costs provided Payments for minesite (3,612) (1,821)closure cost Interest adjustment due 3,707 1,715to accretion in mine-site rehabilitation liability Net exchange differences 848 (1,863) Balance at end of year 69,026 32,108
The mines for which the provision has been raised are expected to have remaining mine lives in the range of 13 to beyond 30 years.
Provision for mine site rehabilitation
The provision for rehabilitation represents the cost of restoring site damagefollowing initial disturbance. Increases in the provision are capitalised todeferred mining assets to the extent that the future benefits will arise. Costincurred that related to an existing condition caused by past operations and donot have a future economic benefit are expensed.
Provision for employee entitlements
The provision for employee entitlements represents accrued employee leaveentitlements. 2007 2006 $'000 $'000
23. Trade and Other Payables (Current)
Trade payables 43,747 31,722 Amounts owing to former 9 9shareholders Other payables - other 959 1,121corporations 44,715 32,852
Trade and other payables are predominantly denominated and repayable in ZAR and USD and located in South Africa and Zimbabwe.
24. Interest Bearing Loans and Borrowings (Current)
Lease liabilities 4,049 29 Loans - other corporations 534 -(unsecured) (a) 4,583 29
(a) Loans - other corporations refers to an amount payable during July 2007 tothe African Banking Corporation of Botswana. The rate of interest on the loanis 10.82%.25. Provisions (Current) Provision for employee 576 373entitlements Movement in provision: Balance at beginning of 373 330the year Additional provision 195 64 Net exchange differences 8 (21) Balance at end of year 576 373
Provision for employee entitlements
The provision for employee entitlements represents accrued employee leaveentitlements.26. Issued Capital a. Authorised capital 530,000,000 (2006: 79,500 79,500530,000,000) common shares with a par value of $0.15 each 5 (2006: 5) "A" class 12 12shares with a par value of $2,400 each 50,000,000 (2006: 7,500 7,50050,000,000) preference shares with a par value of $0.15 each 87,012 87,012 2007 2006 $'000 $'000 b. Issued capital 85,485,101 (2006: 84,348,225) common 12,823 12,652shares of $0.15 each fully paid Movement in issued capital:
Balance at beginning of year (84,348,225 12,652 12,413 common shares)
Issued on exercise of share options 171 2391,136,876 (2006: 1,594,333 common shares)
Balance at end of year (85,485,101 common 12,823 12,652 shares)
Terms and Conditions of Issued Capital
Common shares have the right to receive dividends as declared and, in the eventof winding up the company, to participate in the proceeds from the sale of allsurplus assets in proportion to the number of and amounts paid up on sharesheld. Ordinary shares entitle their holder to one vote, either in person or byproxy, at a meeting of the company.
Preference shares, when issued, have rights and restrictions attaching to them as determined by the Board, in accordance with the Bye-Laws of the Company.
Options
For information regarding the Company's Option Plans, refer Note 32.
Black Economic Empowerment (BEE) Transaction
South Africa
The BEE transaction announced to shareholders on 26th July 2004 and approved byshareholders in Special General Meeting on 11th October 2004 was formallyexecuted with the receipt of ZAR860 million in cash by the Aquarius Group onthe 29th October 2004.
The transaction has two key components, the first of which is complete.
The first step saw the BEE consortium, led by Savannah Resources (Pty) Limited(Savcon), subscribe for a 29.5% shareholding in the enlarged share capital ofAQP(SA) as follows:
* Savcon were issued with 400 shares in AQP(SA) for cash of $38,192,616
(ZAR234,544,678) and shareholder loans of $97,439,401 (R598,385,104). The
terms and conditions of the loans are as follows:
I. a loan of ZAR498,385,104 that is unsecured, subordinated to AQP(SA)'s third
party debt, is interest free, has no fixed terms of repayment and ranks
pari passu with the other shareholder loans; and
II. a loan of ZAR100,000,000 that is unsecured, subordinated to AQP(SA)'s third
party debt, bears interest at a rate of 12.745% per annum, has no fixed
terms of repayment and ranks pari passu with the other shareholder loans.
* Aquarius also agreed to sell 13 AQP(SA) shares to Savcon for $4,445,028
(ZAR27,070,218).
Concurrently Impala Platinum Holdings Limited (Impala) acquired an additionalholding in AQP(SA) from Aquarius to increase their shareholding to 20% in AQP(SA) following the dilution resulting from the issue of the new shares in AQP(SA) to the BEE consortium. Aquarius agreed to sell 30 AQP(SA) shares to Impalafor $11,471,938 (ZAR71,500,000). This was settled by the cession ofZAR71,500,000 of interest bearing loan account to Aquarius.
On 26 April 2007 the Company announced the acquisition of a 3.5% equity interest in AQP(SA) from Savcon for a cash consideration of ZAR342.5 million following the receipt of a Section 11(1) Consent from the South African Department of Minerals and Energy. As a result of the transaction Aquarius increased its ownership interest AQP(SA) from 50.5% to 54%. The difference between the consideration of $33.148m and the book value of the interest acquired has been treated as an equity transaction. Refer Note 27d.
Currently, the shareholdings in AQP(SA) are as follows:
¢â‚¬¢ 54% interest by Aquarius;¢â‚¬¢ 26% by the Savcon; and¢â‚¬¢ 20% held by Impala.The second step of the transaction will in time and subject to the conditionsdetailed in the notice of meeting to shareholders dated 17th September 2004,see Savcon sell its 26% holding in AQP(SA) along with cession of all of theirclaims in respect of the above loans in exchange for 21,680,952 new Aquariusshares.
Following this exchange, Aquarius will hold 80% of AQP(SA) and Savcon constituent members will hold approximately 23% of the enlarged share capital of Aquarius.
If the final component of the transaction were not to proceed, the ownership structure of AQP(SA) as detailed above would remain unchanged.
2007 2006 $'000 $'00027. Reserves Share premium reserve 149,423 143,621 Foreign exchange (988) (6,476)reserve Equity benefits 351 (56)reserve Equity reserve (22,584) 10,564 126,202 147,653 Movement in reserves: a. Share premium reserve Balance at beginning 143,621 136,669of year Premium on common 5,802 6,952shares issued on exercise of share options Balance at end of year 149,423 143,621
The share premium reserve is used to record the premium arising on the issue of shares calculated as the difference between the issue price and the par value of $0.15 per share.
2007 2006 $'000 $'000 b. Foreign currency translation reserve Balance at beginning of year (6,476) 7,469 Gain/(loss) on translation of foreign 5,488 (13,945)subsidiaries Balance at end of year (988) (6,476) The foreign currency translation reserve is used to record currency differences arising from the translation of the financial statementsof foreign operations c. Equity benefits reserve Balance at beginning of year (56) (2,928) Value of equity benefits granted to 100 252employees Repayment of employee share plan loans 307 2,620 Balance at end of year 351 (56)
The equity benefits reserve is used to record the value of equity benefits granted to employees and the value of shares reserved under the share plan.
d. Equity reserve Balance at beginning of year 10,564 10,564 Premium paid on acquisition of additional (33,148) -3.5% equity interest in AQP(SA) Balance at end of year (22,584) 10,564
The equity reserve is used to record gains and losses associated with transactions with minority shareholders where the Group maintains control of the subsidiary.
28. Retained Earnings Balance at beginning of 155,254 78,801the year Final dividend paid (15,208) (4,146) Interim dividend paid (10,156) (5,031) Net profit for the year 187,223 85,630 Balance at end of year 317,113 155,25429. Minority Interest
Reconciliation of outside equity interests in subsidiaries:
Balance at beginning of 78,278 32,573the year Share in post acquisition 98,129 45,705equity movements of AQP (SA) Balance at end of year 176,407 78,278 Minority interest comprises: Issued capital - - Reserves 11,383 8,302 Retained earnings 165,024 69,976 176,407 78,278
Minority interest relates to a 46.0% (2006: 49.5%) interest in Aquarius Platinum (South Africa) Pty Limited and its subsidiaries.
30. Contingent Liabilities
The mining contract dispute between the company and Moolman Mining South Africa("MMSA") that originally arose over the interpretation of the contract priceadjustment formula in the contract known as the "rise and fall" whichdetermined mining costs, has not been settled. AQP(SA) resiled from the miningcontract in December 2005 on the basis of misrepresentation by MMSA. MMSAsubmitted a total claim on the termination of the contract of ZAR472m ($66.70million) including an amount in respect of the "rise and fall" after AQP(SA)issued summons against MMSA for ZAR964m ($136.2 million) for damages emanatingfrom misrepresentation. The company has served a plea to MMSA's counter claim.APQSA does not believe that there are any amounts owing to MMSA as the companyhas been advised by its legal representatives that the misrepresentation byMMSA results in no amounts whatsoever being payable by the company to MMSA.Accordingly, counsel has advised the Group that it is not probable that theaction by MMSA will succeed and therefore no provision for liability has beenprovided for in the financial statement 2007 2006 $'000 $'000
31. Expenditure Commitments
32. a. Operating lease (non cancellable) Not later than 1 year 68 68 Later than 1 year but not 119 137later than 5 years 187 205 b. Finance Lease commitments Not later than 1 year 4,366 2,450 Later than 1 year but not 4,131 2,955later than 5 years Total minimum, lease 8,497 5,405payments less future finance (388) (329)charges Present value of minimum 8,109 5,076lease payments Disclosed in the consolidated accounts as: Current interest bearing 4,049 29liability (Note 24) Non-current interest 4,060 5,047bearing liability (Note 21) 8,109 5,076 c. Capital expenditure (non 101,071 70,364 cancellable)
These commitments represent contractual commitments relating to development activities at the Everest, Marikana and Kroondal projects and include AQP(SA)'s share of capital expenditure associated with the capital development of those mines.
32. Share Based Payment Plans
Directors' and Employees' Share and Option Plans
Aquarius has a Share Plan and an Option Plan ("Plans") for directors andemployees. The Remuneration Committee administers the Company's Plans, whichwere established pursuant to a resolution passed at the Annual General Meetingof Aquarius held on 3 December 2001. Participation in the Plans will be at thediscretion of the remuneration committee, having regard to:
a. the seniority of the participant and the position the participant occupies
with the company or subsidiary;
b. the length of service of the participant with the company or subsidiary;
c. the record of employment of the participant with the company or subsidiary;
d. the potential contribution of the participant to the growth and
profitability of the company or subsidiary; and
e. any other matters which the committee considers relevant.
Option Plan
Options granted under the Option Plan may not be transferred without writtenapproval from the Board of Directors. Each option entitles the holder to onefully paid common share, which ranks equally in all respects with other shareson issue. The option exercise price approximates the fair value of the sharesat the date of offer, being the average of the last sold prices on the LSE inthe five dealing days prior to the offer date. No person entitled to exerciseoptions has any right by virtue of the option to participate in any share issueof the company or any related body corporate. Information with respect to thenumber of options granted under the Option Plan is as follows: Number of Options Options Balance Granted Forfeited Exercised Balance at at end of beginning year of year Exercise price of ‚£2.50, 99,000 - - 99,000 -granted 24 October 2001, (iv) expiring 24 October 2011 - - (a) (i) - Exercise price of ‚£3.32, 301,667 - 13,334 194,999 93,334granted 21 November 2003, (v) expiring 21 November 2013 (a) (i) Exercise price of ‚£2.54, 1,093,967 - 27,207 578,280 488,480granted 11 June 2004, (vi) expiring 11 June 2011 (a) (ii) Exercise price of ‚£2.54, 209,865 - - 69,955 139,910granted 11 October 2004, (vii) expiring 11 October 2011 (a) (iIi) Exercise price of ‚£2.92, 479,605 - 67,036 194,642 217,927granted 20 October 2004, (viii) expiring 20 October 2011 (a) (iii) Exercise price of ‚£3.32, 78,965 - - - 78,965granted 2 August 2005, expiring 2 August 2012 (b) (ii) (ix) Exercise price of ‚£7.01, 80,036 - - - 80,036granted 26 May 2006, expiring 26 May 2013 (b) (ii) (x) Total 2,343,105 - 107,577 1,136,876 1,098,652 Options Exercisable 300,111 97,848
(a) Options vested on grant date
(b) Options vested in accordance with Note (ii) below.
(i) Options granted under the Option Plan are exercisable on the following terms:
a. After 12 months have lapsed from the acceptance date, in respect of not
more than one-third of the total number of those options;
b. After 24 months have lapsed from the acceptance date, in respect of not
more than two-thirds of the total number of those options; and
c. After 36 months have lapsed from the acceptance date, in respect of the
balance of those options.
(ii) Options granted under the Option Plan are exercisable on the following terms:
a. After 36 months have lapsed from the acceptance date, in respect of not
more than one-third of the total number of those options;
b. After 48 months have lapsed from the acceptance date, in respect of not
more than two-thirds of the total number of those options; and
c. After 60 months have lapsed from the acceptance date, in respect of the
balance of those options.
(iii) Options granted under the Option Plan are exercisable on the following terms:
a. After 30 months have lapsed from the date of grant, in respect of not more
than one-third of the total number of those options;
b. After 42 months have lapsed from the date of grant, in respect of not more
than two-thirds of the total number of those options; and
c. After 54 months have lapsed from the date of grant, in respect of the
balance of those options.
(iv) The weighted average share price at the date of exercise for the options exercised is ‚£12.89
(v) The weighted average share price at the date of exercise for the options exercised is ‚£9.32
(vi) The weighted average share price at the date of exercise for the options exercised is ‚£15.37
(vii) The weighted average share price at the date of exercise for the options exercised is ‚£15.30
(viii) The weighted average share price at the date of exercise for the options exercised is ‚£15.36
(ix) Options granted during the 2006 financial year have been valued at ‚£1.09per option using a Black & Scholes option-pricing model which utilised thefollowing variables: option exercise price - ‚£3.32, dividend yield - 1.1%,expected volatility of share price - 38%, risk free rate - 4.33% and the timeto maturity of the option - 7 years(x) Options granted during the 2006 financial year have been valued at ‚£3.67per option using a Black & Scholes option-pricing model which utilised thefollowing variables: option exercise price - ‚£7.01, dividend yield - 0.91%,expected volatility of share price - 42%, risk free rate - 4.65% and the timeto maturity of the option - 7 years.
The weighted average remaining contractual life for Options outstanding at the end of the financial year is 4.5 years (2006: 5.5 years).
Share Plan
Shares issued under the Share Plan may not be transferred without written approval from the Board of Directors. The shares are unlisted and the company retains control of the shares until they are exercised.
Shares are issued at fair value, which is determined as the average of the lastsold prices on the LSE in the five dealing days prior to the offer date. Theshares issued are common shares, which carry one vote per share withoutrestriction and an entitlement to dividends. The purchase of shares is fundedby an interest-free loan, which is repayable on or before five years after theshares have been issued. The amount repayable is the lesser of the issue priceof the shares and the last sale price of the shares at the repayment date.
Dividends payable on shares issued under the Share Plan are offset against the value of any loans receivable. The plan is accounted for as an option award.
Information with respect to the number of shares granted under the employeeShare Plan is as follows: 2007 2006 Shares Number of Weighted Number of Weighted shares average shares average exercise exercise price price Balance at beginning of 50,000 ‚£3.43 630,000 ‚£2.64year - granted - - - - - forfeited - - - - - exercised * (50,000) ‚£3.43 (580,000) ‚£2.58 Balance at end of year - - 50,000 ‚£3.43 Exercisable at beginning 50,000 ‚£3.43 630,000 ‚£2.65of year Exercisable at end of - - 50,000 ‚£3.43year
* The weighted average share price at exercise date at ‚£9.75 (2006: ‚£6.61).
Further information on the terms and conditions of the Share and Option Plans are available on request.
Pensions and Other Post Employment Benefit Plans
Employer entities within the Group participate in defined contribution pensionplans for eligible employees in accordance with the applicable laws in theircountry of domicile. Contributions made by the Group ranged from 8% to 20%
ofthe employees' base salary. 2007 2006 $'000 $'000
33. Related Party Disclosures
Compensation of Directors and key management personnel of the group:
Compensation of Directors: Short term benefits 1,827 1,983 Post employment pension benefits 33 34 1,860 2,017 Compensation of key executives: Short term benefits 931 1,356 Post employment pension benefits 190 164 Share based payments 100 - 1,221 1,520 Total remuneration of Directors and 3,081 3,537executives of the Company in respect of the financial year
Mr S.A. Murray is entitled to:
* 139,910 options exercisable at ‚£2.54 per share expiring 11 October 2011.
The options vest in three even tranches on 11 June 2007, 11 June 2008 and
11 June 2009. These have been valued at ‚£1.17 using a Black & Scholes
option-pricing model, which utilised the following variables: option
exercise price - ‚£2.54, dividend yield - 1.1%, expected volatility of share
price - 38%, risk free rate - 4.81% and the time to maturity of the option
- 7 years. The remaining contractual life for the options outstanding is
3.3 years. During the year 69,955 options were exercised, total
consideration received by the Group was ‚£177,685.
The Top 5 Executives are entitled to:
* 145,879 options exercisable at ‚£2.54 per share up to 11 June 2011. The
options vest evenly 11 June 2007, 11 June 2008 and 11 June 2009. These have
been valued at ‚£1.17 per option using a Black & Scholes option-pricing
model which utilised the following variables: option exercise price - ‚£
2.54, dividend yield - 1.1%, expected volatility of share price - 38%, risk
free rate - 4.81% and the time to maturity of the option - 7 years. The
remaining contractual life for the options outstanding is 4.0 years.
* 50,098 options exercisable at ‚£2.92 per share up to 20 October 2011. The
options vest evenly on 20 October 2007, 20 October 2008 and 20 October
2009. These have been valued at ‚£1.43 per option using a Black & Scholes
option-pricing model which utilised the following variables: option
exercise price - ‚£2.50, dividend yield - 1.1%, expected volatility of share
price - 61%, risk free rate - 4.73% and the time to maturity of the option
- 7 years. The remaining contractual life for the options outstanding is
4.3 years.
* 80,036 options exercisable at ‚£7.01 per share up to 26 May 2013. The
options vest evenly on 26 May 2009, 26 May 2010 and 26 May 2011. These have
been valued at ‚£2.54 per option using a Black & Scholes option-pricing
model which utilised the following variables: option exercise price - ‚£
7.01, dividend yield - 1.1%, expected volatility of share price - 38%, risk
free rate - 4.3% and the time to maturity of the option - 7 years. The
remaining contractual life for the options outstanding is 5.9 years.
Related Parties a. Subsidiary Companies
Details of subsidiary companies are as follows:
Name Country of % Equity Interest incorporation 2007 2006 Aquarius Platinum (Australia) Australia 100% 100%Limited Aquarius Platinum Corporate Australia 100% 100%Services Pty Ltd Aquarius Platinum (South South Africa 54% 50.5%Africa) (Pty) Ltd
Kroondal Platinum Mines Limited South Africa 100% 100%
Malfeb (Pty) Ltd South Africa 100% 100% Magaliesburg Properties (Pty) South Africa 54% 50.5%Limited Aquarius Platinum (SA) South Africa 100% 100%Corporate Services (Proprietary) Limited TKO Investment Holdings Ltd South Africa 54% 50.5% TKO Farming Enterprises (Pty) South Africa 54% 50.5%Limited TKO Properties (Pty) Limited South Africa 54% 50.5% Natal Kiwi Orchards (Pty) South Africa 54% 50.5%Limited SA Kiwifruit Industries (Pty) South Africa 54% 50.5%Limited
b. Jointly Controlled Entities
Details of jointly controlled entities are as follows:
Name Country of % Equity Interest Incorporation 2007 2006 Mimosa Investments Limited Mauritius 50% 50% Mimosa Holdings (Private) Zimbabwe 50% 50%Limited Mimosa Mining Company (Private) Zimbabwe 50% 50%Limited
c. Transactions within the Group
During the financial year, unsecured loan advances were made by subsidiarieswithin the Group and between subsidiaries and the parent entity. Certain suchloans carried a discounted rate of interest. Intra-entity loan balances havebeen eliminated in the financial statements of the Group.
d. Other Related Party Transactions
AQP(SA) has a related party relationship with Impala Platinum Holdings Limitedand Impala Refining Services Limited. Impala Platinum Holdings Limited is a 20%shareholder in AQP(SA). During the year Impala Refining Services Limited, asubsidiary of Impala Platinum Holdings Limited purchased concentrate from AQP(SA) amounting to ZAR 2,765,369,462 (2006: ZAR 1,510,514,389). Amounts owing atyear-end are disclosed at Note 17.
34. Financial Risk Management Objectives and Policies
Exposure to foreign currency, interest rate, commodity price and credit riskarises in the normal course of the group's business. No derivative financialinstruments are used to reduce the exposure to fluctuations in foreign exchangerates, interest rates and movements in the metal prices.
The carrying amount of recognised financial instruments approximates their net fair value.
Interest rate riskThe group's exposure to changes in interest rates relates primarily to cashholdings and long-term debt obligations with loans that are subject to floatinginterest rates. This includes exposure to interest rate cash flow risk as achange in the interest rate will not result in a corresponding change in theborrowings fair value.Foreign currency risk
The group is exposed to foreign exchange movements on its net investment inforeign subsidiaries and on assets and liabilities held in foreign currencies.As a result, movements in exchange rates can affect the group's balance sheetsignificantly.
The group also has transactional foreign exchange exposures. Sale of PGM concentrate by AQP(SA) and Mimosa is priced in USD based on the average market price of the month ruling three months after the month of delivery.
Following a decree by the Zimbabwean Government, Mimosa is required to repatriate 40% of US dollar sales into Zimbabwean dollars. The Company anticipates that much of this will be utilised in meeting local production costs. Remaining holdings of Zimbabwean currency will be subject to revaluation as required.
Credit riskCredit risk arising from the inability of a counterparty to meet itsobligations under the terms of a contract with the group relates mainly totrade receivables which are settled three months after the month of delivery.The group's maximum exposure to credit risk in the event the counterparty failsto perform its obligations as at 30 June 2007 is the carrying amount of tradereceivables in the balance sheet. The group believes that such risk, however,is minimal in view of the credit worthiness of the counterparty.The group's maximum exposure to credit risk at 30 June 2007 in relation to eachclass of recognised financial assets is the carrying amount of these assets asindicated in the balance sheet.
Liquidity risk
At year end, twenty eight percent of all of the long and short-term borrowingswere due to mature within five years. Short-term flexibility is achieved byre-negotiating the repayment terms of existing borrowings and by having loanswhich are interest free with no fixed terms of repayment and which make up morethan seventy percent of the outstanding borrowings balance.
Commodity price risk
The group is exposed to price risk as a result of changes in the market price of metals.
Fair Value
Except for the shareholder loans which are interest free with no fixed terms of repayment the fair value of the financial assets and financial liabilities approximates their carrying amount at balance sheet date.
35. Events After Balance Sheet Date
The directors declared a dividend of $0.30 per share on 8 August 2007. There have been no other events after balance date.
2007 2006 $'000 $'00036. Auditor's Remuneration
Amounts received or due and receivable by Ernst & Young for:
- an audit or review of the financial report 403
206
of the company and any other entity in the
consolidated group
- other services in relation to the company 145
68
and any other entity in the consolidated
group 548 274Aquarius Platinum LimitedDirectors' Declaration
In accordance with a resolution of the Board of Directors of Aquarius Platinum Limited, I state that:
In the opinion of the Directors:
a. the financial statements and notes of the consolidated entity:
I. give a true and fair view of the financial position as at 30 June 2007 and
the performance for the year ended on that date of the consolidated entity;
and
II. comply with International Accounting Standards; and
b. there are reasonable grounds to believe that the company will be able to
pay its debts as and when they become due and payable.
On behalf of the BoardStuart MurrayDirector24 September 2007Aquarius Platinum LimitedAudit Report
Independent Audit Report to Members of Aquarius Platinum Limited
We have audited the accompanying financial report of Aquarius Platinum Limitedand the entities it controlled ("the Group") during the year ended 30 June2007, which comprises the consolidated balance sheet as at 30 June 2007 and theconsolidated income statement, consolidated statement of recognised income andexpenses and consolidated cash flow statement for the year ended on that date,a summary of significant accounting policies, other explanatory notes and thedirectors' declaration.
Directors' Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fairpresentation of this financial report in accordance with InternationalFinancial Reporting Standards. This responsibility includes: designing,implementing and maintaining internal controls relevant to the preparation andfair presentation of the financial report that is free from materialmisstatement, whether due to fraud or error; selecting and applying appropriateaccounting policies; and making accounting estimates that are reasonable in
thecircumstances.Auditor's ResponsibilityOur responsibility is to express an opinion on the financial report based onour audit. We conducted our audit in accordance with International Standards onAuditing. These standards require that we comply with relevant ethicalrequirements and plan and perform the audit to obtain reasonable assurancewhether the financial report is free from material misstatement.An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial report. The procedures selected dependon our judgment, including the assessment of the risks of material misstatementof the financial report, whether due to fraud or error. In making those riskassessments, we consider internal controls relevant to the entity's preparationand fair presentation of the financial report in order to design auditprocedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the entity's internalcontrols. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by thedirectors, as well as evaluating the overall presentation of the financialreport.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
We are independent of the company, and have met the independence requirements of Australian and International professional ethical pronouncements.
Opinion
In our opinion, the consolidated financial report presents fairly in all material respects the financial
position of the Group as of 30 June 2007, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.
Ernst & YoungV W TidyPartnerPerthDate: 24 September 2007Aquarius Platinum Limited
Additional Shareholder Information
The following information was reflected in the Company's registers and other records as at 6 September 2007.
Distribution of Shareholders
Ordinary Shares Number of Holders 1 - 1,000 3,323 1,001 - 5,000 565 5,001 - 10,000 116 10,001 - 100,000 221 100,001 - and 123 over TOTAL 4,348
There were 55 holders of ordinary shares holding less than a marketable parcel.
SUBSTANTIAL SHAREHOLDERS
The following shareholders have a substantial shareholding in the Company:
Number of shares Shareholder Fully paid % shares Impala Platinum Holdings Ltd 7,127,276 8.33 Nutraco Nominees Limited 5,663,940 6.62 Voting Rights
Only the shares carry voting rights, which upon a poll are one vote for each share held.
Twenty largest holders of fully paid shares Shareholder No. of % shares 1 Impala Platinum Holdings Ltd. 7,127,276 8.33 2 Nutraco Nominees Limited 5,663,940 6.62
3 State Street Nominees Limited (4545) 3,717,648 4.35
4 HSBC Global Custody Nominee (UK) 2,435,573 2.85
Limited (357206)
5 The Bank of New York (Nominees) 2,377,032 2.78
Limited
6 Vidacos Nominees Limited (5437) 2,307,349 2.70
7 ANZ Nominees Limited (Cash Income A/C) 2,009,112 2.35
8 Cooperatieve Centrale 1,880,653 2.20 Raiffeisen-Boerenleenbank BA (RABO1)
9 Nortrust Nominees Limited (FIDLEND) 1,830,000 2.15
10 HSBC Custody Nominees (Australia) 1,672,417 1.96
Limited
11 Vidacos Nominees Limited (FGN) 1,417,639 1.66
12 Chase Nominees Limited 1,403,961 1.64
13 State Street Nominees Limited (SS01) 1,371,753 1.60
14 National Nominees Limited 1,215,457 1.42
15 State Street Nominees Limited (OMO1) 1,202,524 1.41
16 Chase Nominees Limited (USRESLD) 1,157,110 1.35
17 Prudential Client HSBC GIS Nominee 1,154,500 1.35
(UK) Limited (PAC)
18 State Street Nominees Limited (OMO2) 1,137,939 1.33
19 JP Morgan Nominees Australia Limited 1,114,866 1.30
20 Vidacos Nominees Limited (SLO32) 1,107,847 1.30
Top 20 Shareholders 43,313,596 50.65 Other Shareholders 42,197,826 49.35 Total 85,511,422 100.00
INCORPORATION AND GENERAL INFORMATION
The Company was incorporated in Bermuda as an exempted company and is subject to Bermudian law.
In Australia, the Company is registered as a foreign company under theAustralian Corporations Act (registration no. ARBN 087 577 893). It is notsubject to Chapter 6 of the Australian Corporations Act dealing with theacquisition of shares (including substantial shareholdings and takeovers).However, the Company has inserted into its bye-laws some restrictions on theability to acquire shares in the Company. These sections of the bye-lawsreflect the restrictions on acquisitions of shares contained in Parts 6.1 and6.2 of the Australian Corporations Act. The Company has undertaken to complywith the Listing Rules of the ASX.
Bermuda law does not impose any limitation on the acquisition of securities in the Company.
CORPORATE INFORMATIONThe consolidated financial statements for Aquarius for the year ended 30 June2007 were authorised for issue in accordance with a resolution of the directorson 24 September 2007. Aquarius is a limited company incorporated and registeredas an "exempted company" in Bermuda. As an "exempted company", Aquarius isauthorised to carry on business outside Bermuda but may not (except in certaincircumstances) carry on business within Bermuda.
The consolidated financial statements have been presented using United States Dollars as the reporting and measurement currency. The USD is traded at par with the Bermuda Dollar and accepted as the currency of Bermuda's main industries.
The registered office of Aquarius is located at Clarendon House, 2 Church Street, Hamilton, Bermuda.
During the year, the principal activities of the Aquarius Group, which comprises Aquarius and its consolidated subsidiaries, were exploration, development and acquisition of PGM projects, and mining of PGM.
The Group predominantly operates in two countries and employed 56 employees as at 30 June 2007 (2006: 55).
GLOSSARY OF TERMS
The following definitions apply throughout the annual financial statements:
Aquarius Aquarius Platinum Limited, the parent entity, a company
incorporated in Bermuda with registration number EC 26290
AQP(SA) Aquarius Platinum (South Africa) (Proprietary) Limited
(registration number 2000/000341/07), a company incorporated in the Republic of South Africa and a controlled entity of Aquarius AQS Aquarius Platinum (Australia) Limited (A.B.N. 007 870 699), a company incorporated in Australia and a wholly owned subsidiary of Aquarius ASX Australian Stock Exchange AUD Australian Dollar GBP Great British Pound
Implats Impala Platinum Holdings Limited (registration number 1957/001979/
06), a company incorporated in the Republic of South Africa JSE JSE Securities Exchange South Africa KPM Kroondal Platinum Mines Limited (registration number 77/02213/06), a company incorporated in the Republic of South Africa and a controlled entity of Aquarius MIL Mimosa Investments Limited (registration number 26645/6593), a company incorporated in the Republic of Mauritius and a jointly controlled entity of Aquarius and Implats (formerly known as ZCE Platinum Limited)
Mimosa Mimosa Mining Company (Private) Limited, a company incorporated in
Zimbabwe LSE London Stock Exchange PGM Platinum group metals comprising mainly platinum, palladium, rhodium and gold
P&SA1 Pooling & Sharing Agreement between AQP(SA) and RPM Ltd on Kroondal
P&SA2 Pooling & Sharing Agreement between AQP(SA) and RPM Ltd on Marikana
TKO TKO Investment Holdings Limited, a company incorporated in the Republic of South Africa and a controlled entity of AQP(SA) USD United States Dollar ZAR South African Rand ZWD Zimbabwe Dollar
AQUARIUS PLATINUM LIMITEDRelated Shares:
AQP.L