17th Aug 2011 07:00
Bumi plc announces operating profit of $62 million
Financial highlights
·; Group operating profit1 of $62 million driven by record thermal coal prices
·; Underlying earnings2 of $54 million and underlying basic earnings per share of $0.362
·; Net debt of $393 million, with a gearing ratio of 16.5% at 30 June 2011
·; Capital expenditure for the six months to 30 June 2011 of $37 million
Strong operational performance
·; Production volumes at PT Bumi Resources and PT Berau increased to 39 million tonnes3, despite high levels of rainfall3
·; Production cost of sales at PT Bumi Resources of $45/tonne, driven by higher fuel input costs; PT Berau production costs of $35/tonne
Industry leading growth
·; Total 2011 production volumes target of 86 million tonnes on track, up from 77 million tonnes3
- PT Bumi Resources set to grow to 66 million tonnes, from 60 million tonnes in 20103
- PT Berau on track to produce 20 million tonnes, from 17 million tonnes in 20103
A clear strategy
·; A world class, FTSE premium listed, Indonesian thermal coal and base metals business
·; A simplified corporate structure, enhanced financial and corporate governance
·; Reduction of our cost of capital through debt reduction, lower interest cost and monetisation of non-core assets
·; Integration of coal assets - major drive to enhance operating efficiencies and realise synergies across the Group. Two major reviews announced:
- Operational benchmarking study across all coal businesses including a review of contractor performance
- Review of supply-chain across all businesses, to cover both existing operations and expansion programme
·; Going for Growth in thermal coal: major expansion phase underway
·; Developing a suite of high quality, Tier 1 base metal projects, through the acquisition of BRM
·; Ownership in PT Berau increased to 85%
Ari Hudaya, chief executive of Bumi plc said,
"I am pleased to report that we have delivered a strong performance for the first half of the year. Despite high levels of rainfall in the first quarter, a significant amount of the shortfall was made up in the second quarter. Higher volumes in the second half, coupled with record coal prices, should ensure a strong overall performance for 2011.
In terms of delivering on our strategy, I am pleased to report that we have made good progress in building a first rate management team in place at Bumi plc, focused on delivering operational excellence and enhancing shareholder value across the group. Our projected production growth is a clear differentiator in the industry, with PT Berau and PT Bumi Resources on track to meet their production targets over the medium term."
1 Includes contribution from PT Berau in the 4 month period from 4 March 2011
2 Includes contribution from PT Berau and PT Bumi Resources in the 4 month period from 4 March 2011
3 Includes 100% of mine production for six months ended 30 June 2011
Financial information for the six months ended 30 June 2011 US$ million, except per share amounts | 30 June 2011 |
Revenue | 478 |
Operating profit5 | 62 |
EBITDA1 | 146 |
Cash flow from operations | 112 |
Loss before tax6 | (243) |
Earnings6 | (308) |
Underlying earnings2,6 | 54 |
Earnings per share (US$): | |
Basic earnings per share3 | (2.04) |
Underlying earnings per share4 | 0.36 |
Capital expenditure | 37 |
Net Debt | 393 |
Notes
1 EBITDA of the Group and its subsidiaries represents profit before: net finance items, net taxation, depreciation and
amortisation. It does not include the Group's share of EBITDA related to equity accounted units. It is calculated as follows:
US$ million | 30 June 2011 |
Profit before finance items and income tax | 103 |
Add: Depreciation and amortisation in subsidiaries | 43 |
EBITDA | 146 |
2 Underlying earnings are calculated as follows:
US$ million, except per share amounts | 30 June 2011 |
Earnings6 | (308) |
Add: costs associated with corporate transactions | 43 |
Add: movements on financial instruments at fair value through profit and loss | 319 |
Underlying earnings | 54 |
3 Basic earnings per share is calculated as loss for the financial period divided by the weighted average number of ordinary shares in issue for the period.
4 Underlying earnings per share is calculated as underlying earnings divided by the weighted average number of ordinary shares in issue for the period.
5 Operating profit is after charging $40 million in respect of the unwind of fair value adjustments created as a result of the acquisition of 75% of PT Berau.
6 After charging $21 million in respect of the million in respect of the unwind of fair value adjustments created as a result of the acquisition of 75% of PT Berau and $17 million as a result of the acquisition of 25% of PT Bumi Resources.
Enquiries
Bumi plc:
Nick von Schirnding
Tel: +44 (0) 207 201 7507
Finsbury:
Charles Chicester / Edward Simpkins
Tel: +44 (0) 207 251 3801
Conference call / Web cast
A results conference call for investors and analysts to discuss the half year results will be held at 9.00am BST on Wednesday 17 August 2011. The conference call telephone number is 0208 996 3900 (International: +44 208 996 3900), passcode 919 809.
For individuals unable to participate in the conference call, a telephone replay will be available from Thursday 18 August 2011 for 14 days. Please telephone 0800 032 9687 (International: +44 207 136 9233), passcode 56746713.
Review of the six months ended June 30 2011
Financial results
Bumi plc's ("Bumi") first set of financial results includes its ownership of PT Berau Coal Energy ("PT Berau") and 25% interest in PT Bumi Resources ("PT Bumi Resources"), from 4 March 2011, when the acquisition of the two interests became effective. Since then, the group has increased its ownership in PT Berau to 85%, and in PT Bumi Resources to 29%. PT Berau has been fully consolidated as a subsidiary and PT Bumi Resources has been reported using the equity accounting method.
Bumi's operating profit for the period was $62 million, with underlying earnings of $54 million. EBITDA was $146 million. Strong demand for thermal coal, driven by increased consumption levels from Asia, particularly India, resulted in supportive demand conditions overall. Approximately 90% of total coal sales (on a gross revenue basis) went to exports, with around 10% to domestic Indonesian sales.
Average Free-On-Board (FOB) selling prices for the Group were 33% higher than the prior period, more than offsetting production costs of sales, which increased by 18%. Cost pressures were mainly due to a 13% increase in the stripping ratio, greater distances from the coal mined to the coal processing plant, higher fuel prices, and higher contractor costs.
Following the mandatory takeover offer made to PT Berau's minority shareholders, Bumi increased its holding in PT Berau from 75% to 85% for a total amount of $214 million. Group cash at 30 June 2011 was $467 million. $30 million of dividends payable to Bumi, which were declared by PT Bumi Resources in respect of 2010, were paid on 15 August 2011.
The Group is embarking on a major expansion of production at its existing mines in both PT Berau and PT Bumi Resources. Capital expenditure for 2011 is expected to be $106 million for PT Berau and $310 million for PT Bumi Resources, on a 100% basis.
Step up transaction
As disclosed in its prospectus published on 24 February 2011, Bumi entered into a number of individual transactions in July 2011, between Bumi and certain PT Bumi Resources shareholders, at an agreed ratio, to increase its holding in PT Bumi Resources above 25%. The result of the step up transactions took Bumi's holding in PT Bumi Resources to 29%. It remains a medium term goal to increase this ownership level in PT Bumi Resources and to consolidate its financial results.
Strategy
Bumi plc is a leading natural resources group, with the largest coal-producing assets in Indonesia, the world's biggest sea-borne thermal coal-exporting country. The group's key assets are Berau which is the country's fifth largest coal producer, and PT Bumi Resources, which is the biggest thermal coal producer in Indonesia. Both Berau and PT Bumi Resources have cost competitive positions in thermal coal, with all mining operations situated in the lower half of the cost curve.
In June 2011, the Group announced that it intends to acquire from PT Bumi Resources, a controlling interest in PT Bumi Resources Minerals ("BRM"), which is a major base metals exploration company, with interests in Indonesia and West Africa.
Bumi plc's strategy is to create a premium-listed FTSE Indonesian coal champion with a focus on executing one of the largest-ever organic expansion plans in thermal coal. In addition, through the proposed acquisition of BRM, the Group will create a second business unit, focused on developing a number of high quality, Tier 1 base metal projects.
A key focus of the strategy is enhanced transparency and corporate governance as well as a simplification of the Group's structure to remove duplication and to lower funding costs. In terms of PT Bumi Resources' $1.9 billion loan to the China Investment Corporation (CIC), PT Bumi will pre-pay the first $600 million tranche in October 2011.
A central tenet of the Group's strategy is to integrate and optimise its coal asset base to attain best-in-class performance across all its operations. In this regard, on 16 August 2011, the Bumi plc board approved a Group-wide operational benchmarking study across all its coal businesses including a review of contractor performances. The aim of the benchmarking study is to unlock value from existing assets through cost and productivity improvements which will further drive shareholder value. In addition, in order to capitalise on the scale of the Group's procurement spend, a further initiative has been launched to streamline its supply chain, covering existing operations and expansions.
BRM Transaction
The proposed BRM acquisition represents major progress in the delivery of the Group's strategy to augment its focus on coal by adding a portfolio of base metals, iron ore and precious metals assets across multiple geographies. The consideration for the BRM stake will be in the form of listed convertible bonds to be issued to PT Bumi Resources for a total consideration of $2.07 billion with a 2% coupon and a £15.88 initial conversion price. The BRM acquisition is conditional upon approvals from Bumi plc, PT Bumi Resources and BRM shareholders and the transaction is expected to close in the fourth quarter of 2011.
BRM has a suite of exploration assets in Indonesia, Mauritania and Liberia and an 18% economic interest in Newmont Nusa Tenggara, the company that owns Batu Hijau, a high quality, long-life copper and gold mine. The most advanced of the projects is the Dairi Prima zinc/lead project located in North Sumatra, where construction is underway to develop a low cost zinc mine.
Other projects include the Gorontalo project, a major copper and gold porphyry deposit located in northern Sulawesi, Indonesia, where advanced exploration is underway. In addition, BRM has the Citra Palu gold and molybdenum deposit in central and south Sulawesi, as well as an iron ore deposit in Mauritania and diamond and gold concessions in Liberia.
FTSE Inclusion from September 2011
Following Bumi plc's successful premium listing on the London Stock Exchange in late June 2011, the company becomes eligible for inclusion in the FTSE all share index, subject to the next quarterly review that takes place on 7 September 2011. Assuming eligibility is confirmed, the company is expected to enter the FTSE all share index with effect from 19 September 2011.
Industry leading growth - major expansion phase underway
Bumi plc has one of the strongest organic growth profiles in the industry. On a combined basis, production levels of thermal coal from PT Berau and PT Bumi Resources are set to increase significantly in the near term.
The majority of the increase is set to come from PT Bumi Resources, the largest portion of which will come from the Kaltim Prima Coal (KPC) operation. This will be achieved by stepping up owner-operated mining activities as well as the construction of a new coal crusher, a new overland belt conveyor and a second ship loader.
The majority of the increase in production from Arutmin will come from three expansion projects involving construction of port facilities, overland belt conveyors and coal processing plants.
A number of projects are underway at PT Berau, including the upgrading of existing coal handling facilities such as its barge loaders and crushers at the Lati coal handling facilities. Construction of a new crushing line and a new stockpile were completed in May 2011.
2011 volumes
For 2011, PT Berau is currently forecast to produce 20 million tonnes, an increase from 17 million tonnes in 2010 and PT Bumi Resources' operations are expected to produce 66 million tonnes, an increase from 60 million tonnes in 2010.
Outlook
Notwithstanding the current turmoil in financial markets, thermal coal prices are currently forecast to remain strong over the short and medium term, with higher levels of demand forecast from Asia as well as Europe. India in particular is expected to increase its level of thermal coal imports over the next few years with a major planned increase in electricity capacity addition. China's electricity demand is also expected to grow significantly with thermal coal the major beneficiary. In Japan, following the nuclear accident earlier this year, thermal coal's share of generating capacity is expected to increase.
On the supply side, capacity has been restricted. In Australia, delays to port and particularly rail infrastructure have hampered levels of thermal coal exports and South African exports have been impacted by rail infrastructure issues. Heavy rainfall in the Kalimantan province of Indonesia during the first half of 2011 affected levels of thermal coal exports, though conditions have recently improved.
With one of the strongest growth profiles in the industry over the next few years, Bumi expects to be a major beneficiary of the strong market conditions and high pricing for thermal coal.
Certain statements in this interim report are forward-looking. Although the group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. The group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Business Unit Performance
The following information is provided on a 100% mine level basis, for the 6 months ended 30 June 2011, including pre-acquisition results.
PT Berau
PT Berau's assets are located in the northeastern part of Kalimantan and consist of three operating mines, namely Lati (which is the largest mine accounting for circa 60% of PT Berau's output), Binungan and Sambarata.
PT Berau recorded a strong operating performance for the first half of 2011. Despite high levels of rainfall PT Berau produced 9.0 million tonnes of coal, a 41% increase over the prior period, and recorded sales of 9.6 million tonnes of coal.
PT Berau's average selling price for the period was $75/tonne. Production costs at PT Berau were $35/tonne. The increase from the prior period is mainly due to an increase in the stripping ratio, greater haulage distances (between the coal mined and the coal processing plant), higher fuel costs, and higher contractor costs. The average stripping ratio for the period was 9.5.
In terms of sales by destination, 36% of sales went to China, 16% to Taiwan, 11% to India and 21% to the rest of Asia, with the remaining 16% sold domestically into Indonesia. PT Berau's first half sales were split 77% contracted priced, 20% contracted index-linked and 3% contracted unpriced.
In terms of PT Berau's coal reserves, a new JORC report published in June 2011 showed total reserves increasing by 35% to 467 million tonnes from 346 million tonnes.
PT Berau: Production Data | 30 June 2011 | 30 June 2010 |
Coal mined (millions of tonnes) | 9.0 | 6.4 |
Sales (millions of tonnes) | 9.6 | 8.2 |
FOB average selling price ($/t) | 74.6 | 56.0 |
Production cost of sales ($/t) | 35.4 | 30.6 |
Stripping ratio (bcm/t)1 | 9.5 | 8.2 |
1 Bank cubic metres (bcm) of overburden removed per tonne of coal mined.
PT Bumi Resources
PT Bumi Resources' first half production was 30 million tonnes of coal, slightly lower than the prior period due to higher rainfall. PT Bumi Resources' average selling price for the period was $91/tonne, an increase of 36% over the prior period.
Production costs at PT Bumi Resources were $45/tonne against $36/tonne in the prior period. Higher fuel and contractor costs along with an increase in the stripping ratio were the principal reasons for the increase in production costs. The stripping ratio for PT Bumi Resources of 12.0 was 16% higher than the prior period due to the opening of additional pits at the KPC mine, as well as due to high levels of rainfall, which required a change in the mining plan. The stripping ratio is expected to fall over the rest of the year as weather conditions improve and more coal is mined.
PT Bumi Resources' first half sales were split 95% contracted priced and 5% contracted unpriced. In terms of sales by destination, 21% of coal sales went to Japan, 15% to India, 13% to China, 27% to the rest of Asia, 8% to Europe, and 16% domestically into Indonesia.
PT Bumi Resources: Production Data
| 30 June 2011 | 30 June 2010 |
Coal mined (millions of tonnes) | 29.9 | 30.6 |
Sales (millions of tonnes) | 29.3 | 31.0 |
FOB average selling price ($/t) | 91.3 | 67.1 |
Production cost of sales ($/t) | 44.7 | 36.4 |
Stripping ratio (bcm/t)1 | 12.0 | 10.3 |
1 Bank cubic metres (bcm) of overburden removed per tonne of coal mined.
Kaltim Prima Coal (KPC)
The largest operation within PT Bumi Resources is Kaltim Prima Coal (KPC), which operates in east Kalimantan. KPC's two mines are Sangatta and Bengalon. The Sangatta mine is close to the port facilities at Tanjung Bara, which is linked to the mine by an overland conveyor. The Bengalon mine is also close to the coast, being linked to its port facilities by a haul road.
KPC produced 18.3 million tonnes of coal in the first half, a slight decrease over the prior period. The second quarter production in 2011 of 10 million tonnes represented a 21% increase over the first quarter production. KPC's average selling price of $97/tonne was 36% higher than the first half of 2010.
Production costs of coal mined at KPC were $47/tonne against $39/tonne in the prior period. The main reasons for the increase were a higher stripping ratio, greater distances from the coal mined to the coal processing plant, higher fuel costs, and higher contractor costs. The average stripping ratio for the period was 13.2, and is expected to decrease in the second half of the year.
KPC: Production Data
| 30 June 2011 | 30 June 2010 |
Coal mined (millions of tonnes) | 18.3 | 19.0 |
Sales (millions of tonnes) | 18.6 | 18.8 |
FOB average selling price ($/t) | 96.8 | 71.1 |
Production cost of sales ($/t) | 47.3 | 38.8 |
Stripping ratio (bcm/t)1 | 13.2 | 12.1 |
1 Bank cubic metres (bcm) of overburden removed per tonne of coal mined.
Arutmin
PT Bumi Resources' second largest mine, Arutmin, operates in a concession area in the southeast of Kalimantan and has five operations, all strategically located near Arutmin's port facility, North Pulau Laut Coal Terminal.
Arutmin produced 11.5 million tonnes of coal in the first half, slightly higher over the prior period. Arutmin's average selling price of $81.5/tonne was 32% higher than the first half of 2010.
Production cost of sales at Arutmin were $40/tonne against $33/tonne in the prior period. The increase is mainly due to a combination of the higher stripping ratio and higher fuel costs.
The average stripping ratio for the period was 10.2. The increase in the stripping ratio is mainly due to higher levels of rainfall, resulting in flooding, which led to coal being mined in alternative areas with a greater amount of overburden compared with the prior period, as well as new pits being developed.
Arutmin: Production Data
| 30 June 2011 | 30 June 2010 |
Coal mined (millions of tonnes) | 11.5 | 11.3 |
Sales (millions of tonnes) | 10.5 | 12.2 |
FOB average selling price ($/t) | 81.5 | 61.9 |
Production cost of sales ($/t) | 40.3 | 32.9 |
Stripping ratio (bcm/t)1 | 10.2 | 7.4 |
1 Bank cubic metres (bcm) of overburden removed per tonne of coal mined.
PT Berau: key financials (numbers are in US$ millions, unless otherwise stated) | 4 months ended 30 June 2011
|
Revenue | 478 |
Operating profit | 119 |
Profit after tax | 31 |
Net debt | 394 |
Debt to total capital (gearing) | 63.8% |
Interest cover | 4.3x |
PT Bumi Resources: key financials (KPC and Arutmin are proportionally consolidated) (numbers are in US$ millions, unless otherwise stated) | 4 months ended 30 June 2011
|
Revenue | 329 |
Operating profit | 42 |
Profit after tax | 41 |
Net debt | 963 |
Debt to total capital (gearing) | 77.8% |
Interest cover | 2.1x |
Bumi plc: key financials (numbers are in US$ millions, unless otherwise stated) | 6 months ended 30 June 2011
|
Revenue | 478 |
Operating profit | 62 |
Income from equity accounted units | 41 |
Loss after tax | (296) |
Cash flow from operations | 112 |
Net debt | 393 |
Debt to total capital (gearing) | 16.5% |
Interest cover | 2.5x |
Summary of key data | 30 June 2011 | 30 June 2010 |
Berau | ||
Coal mined (millions of tonnes) | 9.0 | 6.4 |
- Lati | 5.1 | 3.8 |
- Binungan | 2.0 | 1.7 |
- Sambarata | 1.9 | 0.9 |
Sales (millions of tonnes) | 9.6 | 8.2 |
FOB average selling price ($/t) | 74.6 | 56.0 |
Production cost of sales ($/t) | 35.4 | 30.6 |
Stripping ratio (bcm/t)1 | 9.5 | 8.2 |
PT Bumi Resources | ||
Coal mined (millions of tonnes) | 29.9 | 30.6 |
Sales (millions of tonnes) | 29.3 | 31.0 |
FOB average selling price ($/t) | 91.3 | 67.1 |
Production cost of sales ($/t) | 44.7 | 36.4 |
Stripping ratio (bcm/t)1 | 12.0 | 10.3 |
KPC | ||
Coal mined (millions of tonnes) | 18.3 | 19.0 |
- Sangatta | 16.4 | 16.7 |
- Bengalon | 1.9 | 2.3 |
Sales (millions of tonnes) | 18.6 | 18.8 |
FOB average selling price ($/t) | 96.8 | 71.1 |
Production cost of sales($/t) | 47.3 | 38.8 |
Stripping ratio bcm/t)1 | 13.2 | 12.1 |
Arutmin | ||
Coal mined (millions of tonnes) | 11.5 | 11.3 |
- Senakin | 2.4 | 2.9 |
- Satui | 1.9 | 2.4 |
- Batulicin | 1.6 | 1.1 |
- Mulia | 2.6 | 2.2 |
- Asam-asam | 3.0 | 2.7 |
Sales (millions of tonnes) | 10.5 | 12.2 |
FOB average selling price ($/t) | 81.5 | 61.9 |
Production cost of sales ($/t) | 40.3 | 32.9 |
Stripping ratio (bcm/t)1 | 10.2 | 7.4 |
1 Bank cubic metres (bcm) of overburden removed per tonne of coal mined.
Principal risks and uncertainties
The Group's view of its principal risks and uncertainties for the remaining six months of the financial year is substantially unchanged from the ones set out on pages 14 to 33 of the Company's prospectus published on 17 June 2011 and on pages 12 to 60 of the Company's prospectus published on 24 February 2011. The prospectuses are available on the Company's website, www.bumi-plc.com.
These risks and uncertainties can be summarised as follows:
·; The cyclical and highly competitive nature of, and price fluctuations in, coal markets
·; The Group's dependency on concessions, approvals, licences and land use rights, and the potential impact of legislative and regulatory developments
·; The Group's dependency on a small number of customers
·; The generation of a significant portion of the Group's coal production through contractors
·; The Group's dependency on international marketing agents for its export coal sales
·; The Group's dependency on key pieces of equipment
·; The Group's expansion and exploration programs, including the financing thereof
·; Illegal mining and conflicting mining permits issued by local governments
·; The potential impact of changes in environmental legislation and regulation and difficulties in complying with such legislation
·; The inability to produce sufficient amounts of coal to fulfil the Group's customers' requirements
·; The Group's dependency on key personnel
·; Operational and infrastructure risks, inclement weather and natural disasters
·; Uncertainties related to estimates of proved and probable coal reserves
·; The Group's significant ongoing mine reclamation and rehabilitation obligations
·; Costs of and disruptions in transportation, including fuel prices
·; Value-added tax disputes with the Indonesian Government under the Group's CCOWs
·; The Group's substantial indebtedness and debt-service obligation and restrictions in the Group's existing and future debt arrangements
·; The Group's holding company structure
·; Insurance risks
·; Adverse effects from commodity hedging arrangements
·; Adverse effects from appreciation in the Indonesian Rupiah
·; The Group's operations in countries with risks of security, enforcement of obligations, fraud and bribery
·; The risk of the Indonesian Government requiring delivery of coal instead of cash payments
There may be additional risks unknown to the Group and other risks, currently believed to be immaterial, which could turn out to be material. These risks, whether they materialize individually or simultaneously, could significantly affect the Group's business and financial results.
Directors' declaration of responsibility
In the directors' opinion:
The condensed interim financial statements and related notes have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union, the Disclosure and Transparency Rules ('DTR') of the Financial Services Authority in the United Kingdom, and applicable accounting standards, using the most appropriate accounting policies for the Bumi plc Group, supported by reasonable and prudent judgements.
The condensed interim financial statements and related notes give a true and fair view of the Bumi plc Group's financial position as at 30 June 2011, and of its performance; represented by the results of its operations, comprehensive income and expense, and its cash flows; for the six months then ended.
The interim report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:
·; an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
·; material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.
Signed in accordance with a resolution of the Board of Directors on 17 August 2011.
Ari Hudaya Andrew Beckham
Chief Executive Officer Chief Financial Officer
Independent review report to Bumi plc
Introduction
We have been engaged by the Company to review the condensed consolidated interim financial statements in the half-yearly financial report of the Bumi plc Group (comprising the Company, its subsidiaries and associates) for the six months ended 30 June 2011, which comprises the consolidated statement of comprehensive income, consolidated balance sheet, the consolidated statement of changes in equity, the consolidated statement of cash flows and notes to the condensed interim financial statements. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of interim financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in Note 2 of the 2010 Financial statements, the financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of consolidated interim financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of consolidated interim financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority, and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose, or to any other person to whom this report is shown, or into whose hands it may come, save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements in the half-yearly financial report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLPChartered Accountants
1 Embankment Place, London, WC2N 6RH
17 August 2011
Notes:
(a) The maintenance and integrity of the Bumi plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions
Consolidated statement of comprehensive income | ||||
For the period to 30 June | ||||
|
|
| 6 months | 3 months |
|
|
| to 30 Jun | to 30 Jun |
|
|
| 2011 | 2010 |
| Note |
| $ million | $ million |
Revenue |
|
| 478 | - |
Cost of sales |
|
| (317) | - |
Gross profit |
|
| 161 | - |
General and administrative expenses |
|
| (33) | - |
Distribution and marketing expenses |
|
| (21) | - |
Costs associated with corporate transactions |
|
| (43) | - |
Other expenses |
|
| (2) | - |
Operating profit |
|
| 62 | - |
Share in net income of associates | 10 |
| 41 | - |
Profit before finance items and income tax |
|
| 103 | - |
Finance income |
|
| 6 | - |
Finance costs |
|
| (42) | - |
Foreign exchange gains |
|
| 9 | - |
Movement on financial instruments at fair value through profit and loss | 8 |
| (319) | - |
Loss before income tax |
|
| (243) | - |
Income tax expense | 14 |
| (53) | - |
Loss for the period |
|
| (296) | - |
Loss attributable to: |
|
|
|
|
Equity holders of the parent |
|
| (308) | - |
Non-controlling interests |
|
| 12 | - |
|
|
| (296) | - |
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Losses on revaluation of available-for-sale financial asset |
|
| (2) | - |
Total comprehensive income for the year |
|
| (298) | - |
Total comprehensive income attributable to: |
|
|
|
|
Equity holders of the parent |
|
| (310) | - |
Non-controlling interests |
|
| 12 | - |
|
|
| (298) | - |
|
|
|
|
|
(Loss) / Earnings per ordinary share |
|
| $ | $ |
Basic | 15 |
| (2.04) | 4,796.90 |
Diluted | 15 |
| (2.04) | 4,796.90 |
Consolidated balance sheet | ||||
As at 30 June 2011 | ||||
|
| 30 Jun | 31 Dec | |
|
|
| 2011 | 2010 |
| Note |
| $ million | $ million |
Non current assets |
|
|
|
|
Goodwill |
|
| 1,290 | - |
Exploration and evaluation assets |
|
| 2 | - |
Property, plant and equipment | 9 |
| 2,978 | - |
Investment in associates | 6, 11 |
| 1,824 | - |
Available for sale financial assets |
|
| 73 | - |
Total non current assets |
|
| 6,167 | - |
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
| 28 | - |
Financial instruments | 8 |
| - | 659 |
Trade and other receivables | 13 |
| 457 | - |
Cash and cash equivalents |
|
| 467 | 324 |
Total current assets |
|
| 952 | 983 |
Total assets |
|
| 7,119 | 983 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
| 521 | 9 |
Borrowings |
|
| 53 | - |
Other financial liabilities | 8 |
| 3 | - |
Current taxation payable |
|
| 104 | - |
Total current liabilities |
|
| 681 | 9 |
|
|
|
|
|
Non current liabilities |
|
|
|
|
Borrowings |
|
| 807 | - |
Deferred tax liabilities |
|
| 1,276 | - |
Provisions |
|
| 8 | - |
Total non current liabilities |
|
| 2,091 | - |
Total liabilities |
|
| 2,772 | 9 |
|
|
|
|
|
Equity |
|
|
|
|
Share capital | 16 |
| 2,014 | 622 |
Share based payment reserve |
|
| 2 | 1 |
Merger reserve | 16 |
| 2,064 | 428 |
Accumulated losses |
|
| (426) | (108) |
Total attributable to equity holders of the parent |
|
| 3,654 | 943 |
Non-controlling interests |
|
| 693 | 31 |
Total equity |
|
| 4,347 | 974 |
Total equity and liabilities |
|
| 7,119 | 983 |
Consolidated statement of changes in equity |
|
|
|
|
| ||||
For the period to 30 June |
|
|
|
| |||||
Attributable to equity holders of the parent | |||||||||
Share capital | Share based payment reserve | Merger reserve | Retained earnings | Total | Non- controlling interest | Total equity | |||
Note | $ million | $ million | $ million | $ million | $ million | $ million | $ million | ||
Balance at date of incorporation | - | - | - | - | - | - | - | ||
Capital injected by non-controlling interests | - | - | - | - | - | 31 | 31 | ||
Balance at 30 Jun 2010 | - | - | - | - | - | 31 | 31 | ||
Ordinary share capital issued | 1.2, 16 | 635 | ` | 437 | - | 1,072 | - | 1,072 | |
Ordinary shares repurchased and cancelled | 1.2, 16 | (13) | - | (9) | - | (22) | - | (22) | |
Share based payment reserve | - | 1 | - | - | 1 | - | 1 | ||
Result for the period | - | - | - | (108) | (108) | - | (108) | ||
Balance at 31 Dec 2010 | 622 | 1 | 428 | (108) | 943 | 31 | 974 | ||
Investment in associate | 6 | 878 | - | 1,032 | - | 1,910 | - | 1,910 | |
Acquisition of subsidiary | 5 | 514 | - | 604 | - | 1,118 | 866 | 1,984 | |
Reduction in NCI following mandatory cash offer | 5 | - | - | - | (8) | (8) | (206) | (214) | |
Share based payment reserve | - | 1 | - | - | 1 | - | 1 | ||
Dividend paid | - | - | - | - | - | (10) | (10) | ||
Loss on revaluation of available-for-sale financial assets | - | - | - | (2) | (2) | - | (2) | ||
Result for the period | - | - | - | (308) | (308) | 12 | (296) | ||
Balance at 30 Jun 2011 | 2,014 | 2 | 2,064 | (426) | 3,654 | 693 | 4,347 | ||
Consolidated statement of cash flows | ||||
For the period to 30 June | ||||
| 6 months | 3 months | ||
|
|
| to 30 Jun | to 30 Jun |
|
|
| 2011 | 2010 |
| Note |
| $ million | $ million |
Cash flows from consolidated operations |
|
|
|
|
Operating profit |
|
| 62 | - |
Depreciation and amortisation | 9 |
| 43 | - |
Decrease in provisions |
|
| (21) | - |
Increase in inventories |
|
| (8) | - |
Increase in trade and other receivables |
|
| (7) | - |
Increase in trade and other payables |
|
| 47 | - |
Other items |
|
| (4) | - |
Cash flows from operations |
|
| 112 | - |
Interest received |
|
| 6 | - |
Interest paid |
|
| (16) |
|
Tax paid |
|
| (145) | - |
Cash used in operating activities |
|
| (43) | - |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Acquisition of subsidiary, net of cash acquired | 5 |
| 470 | - |
Reduction of non-controlling interests in subsidiaries | 5 |
| (214) | - |
Purchase of property, plant & equipment | 9 |
| (37) | - |
Capitalised exploration and evaluation expenditure |
|
| (2) | - |
Cash provided by investing activities |
|
| 217 | - |
|
|
|
|
|
Cash flows before financing activities |
|
| 174 | - |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of founder shares and founder securities |
|
| - | 31 |
Repayment of borrowings |
|
| (30) | - |
Dividends paid to non-controlling interests in subsidiaries |
|
| (10) | - |
|
|
| (40) | 31 |
|
|
|
|
|
Foreign exchange on cash and cash equivalents |
|
| 9 | - |
Net increase in cash and cash equivalents |
|
| 143 | 31 |
Opening cash and cash equivalents |
|
| 324 | - |
Closing cash and cash equivalents |
|
| 467 | 31 |
1. General information
1.1. Definition
When reference is made to the 'Company' in these interim financial statements, it means Vallar plc up until 27 June 2011 and Bumi plc from 28 June 2011. When reference is made to the 'Group' in these interim financial statements, it means Vallar plc and its subsidiaries and associates to 27 June 2011 and Bumi plc and its subsidiaries and associates from 28 June 2011.
Bumi plc is the ultimate parent company of the Bumi plc group of companies ('Bumi'). It is incorporated and registered in England and Wales as a public company limited by shares. The ordinary shares of the company are traded on the London Stock Exchange and its registered office is at 4 Grosvenor Place, London SW1X 7HJ. Bumi plc is the new holding company of the Vallar plc group of companies. The main subsidiary PT Berau Coal Energy Tbk ('PT Berau') is a coal mining group of companies listed on the Indonesian Stock Exchange. The Company also holds an investment in an associate company PT Bumi Resources Tbk ('PT Bumi Resources') which is also listed on the Indonesian Stock Exchange and is also engaged in coal mining operations.
1.2. Scheme of arrangement
On 10 March 2011, Vallar plc announced its intention to put in place a new parent company for the Group, Bumi plc, being a company incorporated in England and Wales that is tax-resident in the United Kingdom. The introduction of the new holding company was implemented by means of a Scheme of Arrangement under Article 125 of the Companies (Jersey) Law "(the scheme"). The scheme of arrangement became effective on 28 June 2011.
Upon implementation of the Scheme, Bumi plc had the same proportionate interest in the profits, net assets and dividends of PT Berau and PT Bumi Resources and their respective subsidiaries as Vallar plc had prior to the effective date of the Scheme.
The Scheme falls outside the scope of IFRS 3 'Business Combinations'. Accordingly, following the guidance regarding the selection of an appropriate accounting policy provided by IAS 8 'Accounting policies, changes in accounting estimates and errors', the Scheme has been accounted for using the principles of predecessor accounting. With predecessor accounting the carrying values of the assets and liabilities of the parties to the combination are not required to be adjusted to fair value on consolidation and the difference between the carrying values and nominal value of shares issued is recorded in a merger reserve.
2. Principal accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied, unless otherwise stated.
2.1. Basis of preparation
a) Statement of compliance
The condensed consolidated interim financial statements for the six months ended 30 June 2011 were authorised for issue in accordance with a resolution of the Board of Directors on 16 August 2011. They do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The condensed consolidated interim financial statements are unaudited but have been reviewed by the auditors, PricewaterhouseCoopers, and their report is set out on page 13. The audited financial statements for the period ended 31 December 2010 have been filed with the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.
The condensed consolidated interim financial statements for the six months ended 30 June 2011 have been prepared in accordance with the Disclosure and Transparency rules of the Financial Services Authority and with IAS 34, 'Interim Financial Reporting', as adopted by the European Union. They should be read in conjunction with the audited financial statements for the period ended 31 December 2010.
The condensed consolidated interim financial statements are presented in millions of United States dollars ("$") except where otherwise indicated.
b) Comparative numbers
In accordance with the requirements of merger accounting, the comparative information in these condensed consolidated interim financial statements has been extracted from the Vallar plc consolidated financial statements for the nine months ended 31 December 2010 and from information prepared for the period from the date of incorporation on 31 March 2010 to 30 June 2010. Those financial statements incorporated the results of Vallar plc and its subsidiary undertakings for the periods then ended. Earnings per share are unaffected by the Scheme of Arrangement.
c) Going concern
The directors have, at the time of approving the condensed consolidated interim financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group continues to adopt the going concern basis of accounting in preparing the consolidated financial statements.
2.2. New accounting standards
The Group applied all applicable standards and all applicable interpretations published by the IASB and as endorsed by the European Union for the period beginning 1 January 2011.
The Group did not early-adopt any standard or interpretation published by the IASB and endorsed by the European Union for which the mandatory application date is on or after 1 January 2012.
2.3. International financial reporting standards and interpretations not required for 2011 or not yet endorsed by the European Union:
The following new standards, new interpretations, and amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 January 2011, and have not been early adopted by the Group:
a) ''Deferred tax: Recovery of underlying assets' (amendment to IAS 12) - effective 2012.
b) 'Presentation of Items of Other Comprehensive Income' (amendments to IAS 1) - effective 2013.
c) IFRS 9, 'Financial instruments' - effective 2015
d) IFRS 10, 'Consolidated financial statements' - effective 2013.
e) IAS 27 (Revised 2011), 'Separate financial statements' - effective 2013.
f) IFRS 11, 'Joint arrangements' - effective 2013.
g) IAS 28 (Revised 2011), 'Investments in associates and joint ventures' - effective 2013.
h) IFRS 12, 'Disclosure of interests in other entities' - effective 2013.
i) IFRS 13, 'Fair value measurement' - effective 2013.
The Group is currently assessing the impact of the pronouncements described above.
2.4. Consolidation
The consolidated interim financial information consists of the consolidation of the accounts of the Company and its subsidiaries.
Inter-company transactions, balances, realised and unrealised gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
a) Subsidiaries
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Consolidation of subsidiaries ceases from the date that control ceases.
b) Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20 per cent and 50 per cent of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss.
The Group's share of its associates' post-acquisition profits or losses is recognised in the statement of comprehensive income, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
Dilution gains and losses arising in investments in associates are recognised in the statement of comprehensive income.
c) Loss of control or loss of significant influence
When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
2.5. Business combinations
The Group uses the purchase method of accounting to account for business combinations in accordance with IFRS 3 (revised). The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income.
a) Transactions with non-controlling interests
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
b) Transactions between entities under common control
Business combinations involving entities under common control are accounted for as if the acquisition had occurred at the beginning of the earliest comparative year presented or at the date that common control was established, if later. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group's controlling shareholder's financial statements. Any differences on consolidation are recognised directly in equity.
2.6. Foreign currency translation
a) Change in functional currency and presentation currency
With the acquisition of PT Berau and PT Bumi Resources, the Directors have concluded that the most appropriate functional currency of the Company is US dollars. This reflects the fact that the majority of the Group's business is influenced by pricing in international commodity markets, with a US dollar economic environment. The previous functional currency of the Company was the British pound. On the date of the change of functional currency, from 1 January 2011, all assets, liabilities, issued capital and other components of equity and income statement items were translated into dollars at the exchange rate. As a result of the change in functional currency the Company's functional and presentation currency are now the same and, unless otherwise stated, all values are rounded to their nearest million (US$ million). Comparative amounts have also been represented.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
2.7. Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of applicable sales taxes, value-added tax, returns, rebates and discounts and after eliminating sales within the Group.
Under the terms of Berau Coal's Coal Contract of Work ("CCoW"), the Government of Indonesia (the "Government") is entitled to 13.5% of the coal production of Berau Coal. Rather than deliver coal to the Government, as agreed, Berau Coal markets and sells the Government's coal entitlement and pays the Government the cash proceeds less certain charges. Revenue in the statement of comprehensive income includes the proceeds of the sales of the Government's entitlement as the Group suffers the credit risk associated with these sales. The Government entitlement is recognised as a royalty expense as part of the cost of sales.
Sales revenue is only recognised on individual sales when persuasive evidence exists that all of the following criteria are met:
·; the significant risks and rewards of ownership of the product have been transferred to the buyer;
·; neither continuing managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold, has been retained;
·; the amount of revenue can be measured reliably;
·; it is probable that the economic benefits associated with the sale will flow to the Group; and
·; the costs incurred or to be incurred in respect of the sale can be measured reliably.
These conditions are generally satisfied when title passes to the customer. In most instances sales revenue is recognised when the product is delivered to the destination specified by the customer, which is typically the vessel on which it will be shipped, the destination port or the customer's premises.
Occasionally, products are 'provisionally priced'. When the price adjustment for a particular year has not been agreed with the customer at the time a delivery is to be made, the Group will continue to invoice coal at the prior year's price and adjust the price after reaching an agreement with the customer. When this occurs, the Group records the sales revenue on an estimated market price for the coal and adjusts the sales revenue amount when a price agreement is reached with the customer.
2.8. Exploration and evaluation expenditure and assets
Exploration and evaluation activity involves the search for coal, mineral and hydrocarbon resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource.
Exploration and evaluation activity includes:
·; gathering exploration data through topographical, geochemical and geophysical studies
·; exploratory drilling, trenching and sampling
·; determining and examining the volume and grade of the resource
·; surveying transportation and infrastructure requirements.
Administration costs that are not directly attributable to a specific exploration area are charged to the statement. Licence costs paid in connection with a right to explore in an existing exploration area are capitalised and amortised over the term of the permit.
Exploration and evaluation expenditure is charged to the income statement as incurred except in the following circumstances, in which case the expenditure may be capitalised:
In respect of coal and mineral activities:
·; the acquisition of a concession or licence area of interest at the exploration and evaluation stage from a third party which is measured at fair value on acquisition; otherwise
·; when the existence of a commercially viable mineral deposit has been established.
In respect of hydrocarbon activities:
·; the exploration and evaluation activity is within an area of interest for which it is expected that the expenditure will be recouped by future exploitation or sale; or
·; exploration and evaluation activity to confirm the existence of recoverable reserves/resources.
Capitalised exploration and evaluation expenditure is not depreciated as the asset is not available for use, but is monitored for indications of impairment. Where a potential impairment is indicated, an assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed. To the extent that capitalised expenditure is not expected to be recovered it is charged to the statement of comprehensive income.
Cash flows associated with capitalised exploration and evaluation expenditure are classified as investing activities in the cash flow statement, and cash flows in respect of exploration and evaluation expenditure that is expensed are classified as operating cash flows.
2.9. Property, plant and equipment
Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses. The cost of property, plant and equipment comprises the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the estimated costs of decommissioning the assets and site rehabilitation costs to the extent that they relate to the asset and are the responsibility of the Group.
The cost of an item of property, plant and equipment is capitalised into its various components where the useful life of the components differ from the main item of property, plant and equipment to which the component can be logically assigned.
Expenditure incurred to replace or modify a significant component of property, plant and equipment is capitalised and any remaining carrying value of the component replaced is written off as an expense in the statement of comprehensive income. Subsequent expenditure on property, plant and equipment is only capitalised when the expenditure enhances the value or output of the asset beyond original expectations and it can be measured reliably.
Costs incurred on repairing and maintaining assets are recognised in the statement of comprehensive income in the period in which they are incurred.
Gains and losses on the disposal of property, plant and equipment, which are represented by the proceeds on disposal of such assets less their carrying values at that date, are recognised in the statement of comprehensive income.
When proved reserves are determined and development is sanctioned, capitalised exploration and evaluation expenditure is reclassified as 'mining properties', and is disclosed as a component of property, plant and equipment. All subsequent development expenditure relating to the construction of infrastructure required to operate the mine is capitalised and classified as 'assets under construction'. Development expenditure is net of proceeds from the sale of ore extracted during the development phase. On completion of development, all assets included in 'assets under construction' are reclassified as either 'plant and equipment' or 'mining properties'.
Mining properties includes assets in production and in-development assets transferred from exploration and evaluation expenditure; deferred stripping performed in the development of the mine; and the fair value of mineral resources acquired through business combinations. Mining properties in development and acquired mineral resources are not amortised until production commences. Advances paid to contractors in respect of deferred stripping are also included in mining properties as development costs.
Property, plant and equipment are depreciated over their useful lives, the lease term, or the term of the CCoW, whichever is shorter. Depreciation commences when an asset is available for use.
The major categories of property, plant and equipment are depreciated on a straight-line basis
- except for the mining properties in production which are depreciated on a units-of-production ("UoP") basis - as follows:
Category Estimated Useful Life
Land and buildings 20 years
Plant and equipment 3 to 30 years
Furniture, fixtures and office equipment 3 to 8 years
Assets under construction not depreciated
Mining properties up to 30 years on a UoP basis
Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Changes to the estimated residual values or useful lives are accounted for prospectively.
Costs associated with commissioning new assets, in the period before they are capable of operating in the manner intended by management, are capitalised. Development costs incurred after the commencement of production are capitalised to the extent they are expected to give rise to a future economic benefit.
Interest on borrowings related to construction or development projects is capitalised until the point when substantially all the activities that are necessary to make the asset ready for its intended use are complete.
2.10. Deferred stripping
It is necessary to remove overburden and other waste materials to open the mining area before production commences. The process of removing overburden and waste materials is referred to as stripping.
Where a mine operates several open pits that are regarded as separate operations for the purpose of mine planning, stripping costs are accounted for separately by reference to the ore from each separate pit. If, however, the pits are highly integrated for the purpose of mine planning, the second and subsequent pits are regarded as extensions of the first pit in accounting for stripping costs. In such cases, the initial stripping (i.e. overburden and other waste removal) of the second and subsequent pits is considered to be production phase stripping relating to the combined operation. The Group's determination of whether multiple pit mines are considered separate or integrated operations depends on each mine's specific circumstances.
In the development stage of a mine, before production commences, stripping costs are capitalised as part of 'Mining Properties' and amortised on a UoP basis over the life of the mine.
Stripping costs incurred in the production phase are deferred to the extent that the actual stripping ratio in the period exceeds the life of mine stripping ratio. These deferred costs are then released to the statement of comprehensive income, as production costs, in those periods where the actual stripping ratio is less than the life of mine stripping ratio.
The life of mine stripping ratio is calculated as the total expected amount of overburden to be removed over the life of the mine, divided by the total expected amount of coal to be mined over the life of the mine. The life of mine stripping ratio is reviewed regularly and, where necessary, amended to reflect changes in the economically mineable coal reserves, and a more detailed understanding of the overburden to be removed. The accounting effects of changes to the life of mine stripping ratio are applied prospectively.
2.11. Impairment of non-financial assets
Assets that have an indefinite useful life such as goodwill or intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.12. Financial instruments
Financial assets
The Group classifies its financial assets in the following categories: at fair value through profit or loss ('FVTPL'), loans and receivables or as available-for-sale. The classification depends on the nature and purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition. The designation of financial instruments is re-evaluated at every reporting date.
a) Financial assets at fair value through profit or loss
Derivatives are included in this category unless they are designated as hedges. Assets in this category are classified based on their maturity. Generally, the Group does not acquire financial assets for the purpose of selling in the short term. Financial assets carried at fair value through profit or loss are initially recognised at fair value. Gains/losses on initial recognition resulting from fair values that do not include only observable market conditions for the same instrument are deferred and recognised in the statement of comprehensive income in full on completion.
b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are classified as current assets or non-current assets based on their maturity date. Loans and receivables comprise cash and cash equivalents in the balance sheet. Loans and receivables are carried at amortised cost less any impairment.
i. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, and other short‑term highly liquid investments. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, generally have an original maturity of 90 days or less and are subject to an insignificant risk of adverse changes in value. However, certain deposits of greater duration can be classified as cash equivalents if the funds can be withdrawn at short notice with an insignificant risk of adverse changes in value.
ii. Trade and other receivables
Trade receivables are recognised initially at fair value and are subsequently measured at amortised cost reduced by any provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due. Indicators of impairment would include significant financial difficulties of the debtor, likelihood of the debtor's insolvency, default in payment or a significant deterioration in credit worthiness. Any impairment is recognised in the statement of comprehensive income. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to the statement of comprehensive income.
Included in this account are the trade receivables which pertain to amounts due from customers for coal sold in the ordinary course of business.
c) Available for sale financial assets
Available-for-sale financial assets include the Group's investments in nonconsolidated companies and equity or debt instruments that do not satisfy the criteria for classification in another category. These items are measured at fair value on initial recognition plus transaction costs.
At each balance sheet date, available-for-sale financial assets are measured at fair value. For listed companies, fair value is determined based on the quoted market price at the balance sheet date. For unlisted companies, fair value is measured based on standard valuation techniques (reference to similar recent transactions, discounted future cash flows, etc.
Changes in fair value are recorded directly in other comprehensive income, except when the decline in the value of the investment below its historical acquisition cost is judged significant or prolonged enough to require an impairment. In this case, the loss is recognised in the statement of comprehensive income under Impairment charges. Only impairment losses recognised on debt investments may be reversed through income.
Interest on available-for-sale financial assets are calculated using the effective interest method recognised in the statement of comprehensive income. Dividends on available-for-sale financial assets are recognised in the statement of comprehensive income as part of Other income when the Group's right to receive payment is established.
When financial assets classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are included in the statement of comprehensive income.
Financial liabilities
Financial liabilities are classified as financial liabilities at fair value through profit or loss or at amortised cost, as appropriate. Financial liabilities are recognised initially at fair value and, in the case of financial liabilities at amortised cost, inclusive of directly attributable transaction costs. The subsequent measurement of financial liabilities depends on their classification as follows:
a) Financial liabilities at fair value through profit or loss
Financial liabilities at FVTPL include mainly derivative liabilities unless they are designated as effective hedging instruments. Financial liabilities at FVTPL are stated at fair value, with changes in fair value during a reporting period immediately recognised in the statement of comprehensive income.
b) Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are measured at amortised cost using the effective interest rate method taking into account principal repayment or reduction. The calculation also takes into account any premium or discount paid or received either on acquisition or on redemption. It also includes transaction costs and fees that are an integral part of the effective interest rate. Gains and losses are recognised in the consolidated statement of comprehensive income when the liabilities are derecognised. Included in this category are trade payables and borrowings.
i. Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less otherwise they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
ii. Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowing using effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
c) De-recognition of financial liabilities
The Group derecognise financial liabilities when, and only when, the Group's obligations are discharged, transferred, cancelled or expired.
2.13. Inventories
Inventories are valued at the lower of cost and net realisable value, primarily on a weighted average cost basis. Cost of coal inventories is determined by a twelve-month rolling weighted average of historical production costs, while cost of spare parts inventories are valued at cost, determined on a moving average basis. Stores and consumable supplies are charged to production in the period they are used.
Allowance for inventory obsolescence is provided to reduce the carrying values of inventories to their net realisable value based on the review of the status of the inventories at the end of the year.
2.14. Leases
The Group leases certain property, plant and equipment. Leases of property, plant and equipment, where the Group has substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at the commencement of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments.
For finance leases, each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.
2.15. Provisions
Provisions are recognised when (i) the Group has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount has been reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
a) Environmental rehabilitation provision
Rehabilitation costs are a normal consequence of mining, and are provided for as and when a legal or constructive obligation to incur costs associated with rehabilitation arises. The environmental rehabilitation provision consists of costs associated with the continuous mine reclamation during mine operation.
Estimated long-term environmental rehabilitation provisions are measured based on the net present value of the estimated future costs and although the ultimate cost to be incurred is uncertain, the Group's businesses estimate their respective costs based on feasibility and engineering studies using current restoration standards and techniques, taking into account the Group's environmental policy and current Indonesian environmental and regulatory requirements, including the requirements of the CCoW.
The unwinding of the discount applied in establishing the net present value of provisions is charged to the statement of comprehensive income in each accounting period as a financing cost.
b) Mine closure provisions
Mine closure provisions, which include decommissioning and demobilisation of facilities and other closure activities, are recognised when the economic life of the mine ends within the period of the existing life of the CCoW because they relate to the facilities which are in use over the life of the mine.
The initial mine closure provision together with other movements in the provisions for close-down and restoration costs, including those resulting from new disturbance, updated cost estimates, changes to the estimated lives of operations and revisions to discount rates are capitalised in mining properties, within property, plant and equipment. These costs are then depreciated over the lives of the assets to which they relate on a UoP basis.
2.16. Taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where Berau and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial information. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and assets arising on consideration except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax is provided in respect of fair value adjustments on acquisitions. These adjustments may relate to assets such as mining rights or resources that, in general, are not eligible for income tax allowances. In such cases, the provision for deferred tax is based on the difference between the carrying value of the asset and its nil income tax base. The existence of a tax base for capital gains tax purposes is not taken into account in determining the deferred tax provision relating to such mining rights or resources because it is expected that the carrying amount will be recovered primarily through use and not from the disposal.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
2.17. Employee benefits
Post-employment benefits
Depending on the laws and practices in force in the countries where the Group operates, mainly Indonesia, Group companies have obligations in terms of pensions, early retirement payments, retirement bonuses and other benefit plans. Such obligations generally apply to all of the employees within the companies concerned. In Indonesia, the Group is required to provide to its employees a minimum amount of pension benefits in accordance with Labour Law No. 13/2003.
The Group's obligations in relation to pensions and other employee benefits are recognised and measured in compliance with IAS 19. Accordingly:
·; the cost of defined contribution plans is expensed based on the amount of contributions payable in the period;
·; the Group's obligations concerning pensions and other employee benefits payable under defined benefit plans are assessed on an actuarial basis using the projected unit credit method. These calculations are based on assumptions relating to mortality, staff turnover and estimated future salary increases, as well as the economic conditions specific to each country or subsidiary of the Group. Discount rates are determined by reference to the yield, at the measurement date, on government bonds, considering currently that there is no deep market for high-quality corporate bonds, in the related geographical area, mainly in Indonesia.
·; actuarial gains and losses resulting from changes in actuarial assumptions and experience adjustments are recognised using the corridor method. Accordingly, actuarial gains and losses that fall outside the higher of 10 per cent of the present value of the defined benefit obligation or 10 per cent of the fair value of the plan assets (if any) are amortised over no more than the remaining working lives of the employees.
·; past-service costs are recognised immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period.
·; For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
2.18. Share capital
Ordinary shares are classified as equity. Where any group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs is deducted from equity attributable to the Company's equity holders until the shares are cancelled or reissued.
2.19. Share based payments
The Group operates an equity settled, share based compensation plan, under which the entity receives services from Directors and Founders as consideration for equity instruments (or options) of the Group. The fair value of the Director services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the equity instruments (or options) granted:
·; including any market performance conditions (for example, an entity's share price);
·; excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and
·; including the impact of any non-vesting conditions.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised in the consolidated statement of comprehensive income with a corresponding credit to equity over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement of comprehensive income, with a corresponding adjustment to equity.
2.20. Contingencies
Contingent liabilities are not recognised in the consolidated financial information but are disclosed by way of note unless their occurrence is remote. Contingent assets are not recognised in the consolidated financial information but they are disclosed by way of note if they are deemed probable.
2.21. Exceptional items policy
As permitted by IAS 1 (revised), Presentation of Financial Statements, certain items are presented separately. The items that the Group separately presents as exceptional are items which are of a non-recurring nature and, in the judgement of the Directors, need to be disclosed separately by virtue of their nature, size or incidence in order to obtain a clear and consistent presentation of the Group's underlying business performance. Items which may be considered exceptional in nature include disposals of businesses, business restructurings, renegotiation of significant contracts and asset write-downs.
3. Critical accounting judgements and key sources of estimation uncertainty
The preparation of consolidated financial statements in accordance with IFRS requires the use of critical estimates and assumptions to determine the value of assets and liabilities, and contingent assets and liabilities at the balance sheet date, and revenues and expenses reported during the period. Due to uncertainties inherent in the estimation process, the Bumi plc Group regularly revises its estimates in light of currently available information. Final outcomes could differ from those estimates. The main estimates used in preparing the Bumi plc Group's consolidated financial information are presented below.
3.1. Determination of coal reserve estimates
The Group reports its coal reserves in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2004 edition) (the "JORC Code"), prepared and published by The Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.
Under the JORC Code, the term "coal resource" refers to a concentration or occurrence of coal of intrinsic economic interest in or on the Earth's crust in such form and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a coal resource are known, estimated or interpreted from specific geological evidence and knowledge. Coal resources are subdivided, in order of increasing geological confidence, into "inferred," "indicated" and "measured" categories.
The term "coal reserve" is defined in the JORC Code as the economically mineable part of a measured and/or indicated coal resource. Coal reserves are subdivided in order of increasing confidence into "probable coal reserves" and "proved coal reserves."
Reserves, and for certain mines, other mineral resources, determined in this way are used in the calculation of depreciation, amortisation and impairment charges, the assessment of life of mine stripping ratios and for forecasting the timing of the payment of close-down and restoration costs and clean-up costs.
In assessing the life of a mine for accounting purposes, mineral resources are only taken into account where there is a high degree of confidence of economic extraction within the term of the CCoW.
There are numerous uncertainties inherent in estimating 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.
3.2. Recoverable amount of property, plant and equipment and goodwill
The recoverable amount of goodwill and property, plant and equipment is based on estimates and assumptions regarding in particular the expected market outlook and future cash flows associated with the assets. Predicted future cash flows include estimates of future costs to produce proven and probable reserves, future commodity prices, foreign exchange rates and discount rates. Any changes in these assumptions may have a material impact on the measurement of the recoverable amount and could result in adjustments to the impairment expenses already booked.
3.3. Provision for environmental rehabilitation and mine closure
Parameters having a significant influence on the amount of provisions relating to environmental rehabilitation include the timing of expenditure and the discount rate applied to cash flows, as well as the actual level of expenditure. These parameters are based on information and estimates available to the Group at the current time.
The amounts required to be provided for environmental remediation are also subject to ongoing regulatory change in Indonesia, subsequent to the issuance of the new Law on Minerals and Coal Mining on 11 January 2009. As the Government of Indonesia's implementation of new requirements becomes clearer, there may be a need to revise estimates for the environmental rehabilitation provision.
As noted above, the ultimate cost of environmental remediation is uncertain and cost estimates can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other mine sites. The expected timing of expenditure can also change, for example in response to changes in ore reserves or production rates. As a result there could be significant adjustments to the provision for closedown and restoration and environmental clean-up, which would affect future financial results.
3.4. Capitalisation and deferral of stripping costs
The Group defers stripping costs incurred during the production stage of its operations when the actual stripping ratio for a specific period exceeds the expected average stripping ratio over the life time of the mine or pit. Such deferred costs are then charged against reported profits to the extent that, in subsequent periods, the current period ratio falls below the average stripping ratio.
The expected average ratio is based on proved and probable reserves of the mine. The expected average stripping ratio is highly dependent on the design of the mine and on the technical and economical parameters of the project. The Group reviews regularly the expected average stripping ratio.
3.5. Taxation
Taxes are paid by the Group's subsidiary in Indonesia under a number of different regulations and laws, which are subject to varying interpretations. In addition, these can change frequently and the judicial system does not have well developed rules of precedent. This, in turn, may result in transactions and activities that have not been challenged in the past being scrutinised in greater detail and additional taxes may be assessed based on new interpretations of the legislation and tax positions. Accordingly, management's interpretation of such legislation as applied to the transactions and activity of the Group's subsidiary may be challenged by the relevant authorities.
Under Indonesian tax laws, fiscal periods up until 2007 remain open for 10 years, or until the end of 2013 whichever is earlier and fiscal periods ending after 2007 remain open for 5 years after the time that the tax becomes due.
At the date of these consolidated interim financial statements, the Group's subsidiary, PT Berau has received several tax assessment letters that are not yet finalised. PT Berau has filed objections and/or appeals that are still in process or pending decisions, the outcomes of which are not presently determinable. PT Berau management believes that its interpretation of the relevant legislation is appropriate and the tax position included in these interim financial statements will be sustained.
3.6. Valuation of financial instruments
Certain key assumptions were used to measure the fair value of financial instruments. These key estimations include the deferral of gains and losses on initial recognition and the recognition of these deferred amounts in full on completion. These assumptions reflect management's best estimates and are disclosed in detail in note 8.
3.7. Purchase Price Allocation: goodwill and fair values of assets acquired in a business combination
According to the definitions of IFRS 3 Business Combinations the standard of value to be used in the application of the acquisition method is the 'fair value'. 'Fair value' is defined as "the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction". Guidance on fair value measurements with respect to assets acquired in a business combination indicates that quoted market prices in active markets provide the most reliable estimate of fair value. If no market exists for an asset, the fair value is the amount that the entity would have paid for the asset, at the acquisition date, in an arm's length transaction between knowledgeable and willing parties, on the best information available, including the outcome of recent transactions for similar assets and the results of using other fair value measurement techniques, such as discounting estimated future net cash flow from the asset.
The purchase price allocation process involves significant management judgement and estimation. Allocation of the purchase price affects the future results of the Group, as assets with finite useful lives are amortized whereas goodwill and assets with indefinite useful lives are not amortized, and could result in differing amortization charges based on the allocation to goodwill and assets with finite useful lives.
3.8. Merger accounting
The use of merger accounting represents a significant management judgement. See note 1.2 for further details.
4. Segmental analysis
In accordance with the provisions of IFRS 8 - Operating Segments, the operating segments used to present segment information were identified on the basis of internal reports used by the Bumi plc's Board of Directors to allocate resources to the segments and assess their performance. The Board of Directors is the Bumi plc Group's "chief operating decision maker" within the meaning of IFRS 8.
Bumi plc has determined that it has a single segment, being coal mining. The proposed acquisition of PT Bumi Resources Minerals Tbk will cause a reassessment of the Group's segments in the second half of 2011. The coal segment includes the Group's associate, PT Bumi Resources. Information on its financial performance and net assets is presented in notes 10, 11 and 12.
Operating segments - additional information | ||
Revenue by destination | Amount | % |
China | 235 | 49 |
Taiwan | 91 | 19 |
South Korea | 57 | 12 |
Indonesia | 48 | 10 |
India | 47 | 10 |
Total | 478 | 100 |
|
|
|
Revenue by customer with more than 10% of total revenue | Amount | % |
Hong Kong Qinfa Trading Limited | 106 | 22 |
Taiwan Power Company | 91 | 19 |
Other | 281 | 59 |
Total | 478 | 100 |
5. Business combinations
5.1. Investment in subsidiary
Acquisition of PT Berau
On 4 March 2011, the Company completed its acquisition of 26,175,000,000 PT Berau shares (representing 75 per cent of the issued ordinary share capital of PT Berau) at Rp.540 per PT Berau share, in consideration of the payment of $739 million in cash consideration for 35 per cent of PT Berau and the issue to the vendor of 52.3 million Ordinary Shares in consideration for 40 per cent of PT Berau.
On 4 March 2011, the Company obtained control of PT Berau. Legal completion followed on 8 April 2011 when shares were exchanged. PT Berau is a holding company that indirectly owns 90 per cent of PT Berau Coal, the fifth largest coal producer in Indonesia in terms of production volume. PT Berau Coal engages in open-cut mining of coal in its concession area in East Kalimantan, where it holds coal mining rights until 26 April 2025.
On 14 June 2011, the Company increased its holding in PT Berau through a mandatory cash offer for the remaining shares following the acquisition described above. The Company acquired an additional 3,398,999,404 shares in PT Berau for $214 million and its total ownership following this acquisition is 29,573,999,404 shares, representing 84.7% of the issued share capital of PT Berau.
In the period from 4 March 2011, the date of acquisition, to 30 June 2011, the business has contributed $478 million of revenues and $83 million of profit before tax. If the acquisition had occurred on the first day of this reporting period, the contributions would have been $729 million of revenues and $153 million of profit before tax.
Provisional fair value of net identifiable assets of PT Berau Coal Energy Tbk | |||
Carrying | Fair value | Provisional | |
values | adjustments | fair value | |
$ million | $ million | $ million | |
Non-current assets | |||
Goodwill | 410 | (410) | - |
Goodwill arising on acquisition | - | 1,280 | 1,280 |
Property, plant and equipment | 610 | 2,374 | 2,984 |
Available for sale financial assets | 75 | - | 75 |
Due from related parties | 6 | - | 6 |
Other non-current assets | 2 | - | 2 |
Total non-current assets | 1,103 | 3,244 | 4,347 |
Current assets | |||
Inventories | 15 | 5 | 20 |
Trade and other receivables | 411 | - | 411 |
Other current asset | 20 | - | 20 |
Cash and cash equivalents | 489 | - | 489 |
Total current assets | 935 | 5 | 940 |
Total assets | 2,038 | 3,249 | 5,287 |
Current liabilities | |||
Trade and other payables | 442 | - | 442 |
Borrowings | 52 | - | 52 |
Current taxation payable | 201 | - | 201 |
Total current liabilities | 695 | - | 695 |
Non-current liabilities | |||
Borrowings | 765 | 73 | 838 |
Deferred tax liabilities | 115 | 1,178 | 1,293 |
Provisions | 7 | - | 7 |
Total non-current liabilities | 887 | 1,251 | 2,138 |
Total liabilities | 1,582 | 1,251 | 2,833 |
Net attributable assets including goodwill | 456 | 1,998 | 2,454 |
Non-controlling interest | (866) | ||
Bumi plc share (75%) | 1,588 | ||
Consideration satisfied by | |||
- Cash paid in November 2010 | 739 | ||
- Adjustment to fair value of consideration | (269) | ||
- Transfer from financial instruments to consideration | 470 | ||
- Fair value of shares issued on 8 April 2011 | 1,118 | ||
Total consideration - Berau | 1,588 | ||
Other subsidiaries acquired | 19 | ||
Cash inflow on acquisitions | |||
- Net cash of acquired companies | 489 | ||
- Cash paid for other subsidiaries acquired | (19) | ||
Net acquisition of subsidiaries per cash flow statement | 470 |
The fair values disclosed above are provisional because the Directors have not yet reached a final determination on all aspects of the fair value exercise. Goodwill arising on acquisition is associated with the recognition of a deferred tax liability in respect of the fair value of mining properties.
Acquisition costs incurred on the Berau transactions expensed in the period were $21 million.
Other acquisitions
On 18 May 2011, the Group acquired 100% of PT Mutiara Tanjung Lestari, a company incorporated in Indonesia engaged in mining services, for $11 million. The whole of the consideration was satisfied in cash and the fair value of the assets acquired was $2 million.
Also on 18 May 2011, we acquired 100% ownership of PT Pelayaran Sandita Parkasa Maritim a company incorporated in Indonesia engaged in shipping services for $8 million. The whole of the consideration was satisfied in cash and the fair value of the assets acquired was $7 million.
6. Investment in associate
Acquisition of shares in PT Bumi Resources
On 4 March 2011, the Company completed its acquisition of 5,193,350,000 PT Bumi Resources Shares (representing 25 per cent of the issued ordinary share capital of PT Bumi Resources) at IDR 3,025 per Bumi Resources Share, in consideration of the payment, 90,072,216 Ordinary Shares were issued.
Acquisition of 25% of PT Bumi Resources Tbk |
|
| |
| Carrying | Fair value | Provisional |
| values | adjustments | fair value |
| $ million | $ million | $ million |
Net assets acquired |
|
|
|
Goodwill | 243 | (243) | - |
Goodwill arising on acquisition | - | 3,717 | 3,717 |
Property, plant and equipment | 2,267 | 6,754 | 9,021 |
Exploration and evaluation | 390 | (390) | - |
Investments in associates | 1,167 | (6) | 1,161 |
Other non-current assets | 932 | 30 | 962 |
Inventories | 107 | 90 | 197 |
Available for sale financial assets | 373 | 3 | 376 |
Trade and other receivables | 923 | (1) | 922 |
Derivative financial instruments | 488 | 18 | 506 |
Other current assets | 221 | - | 221 |
Cash and cash equivalents | 207 | - | 207 |
Trade and other payables | (977) | - | (977) |
Current tax payable | (298) | - | (298) |
Derivative financial instruments | (133) | (8) | (141) |
Borrowings | (4,102) | (462) | (4,564) |
Deferred tax liabilities | (385) | (3,473) | (3,858) |
Provisions | (154) | - | (154) |
Other | (167) | - | (167) |
Net attributable assets including goodwill | 1,102 | 6,029 | 7,131 |
|
| ||
Bumi plc share 25% |
|
| 1,783 |
Satisfied by |
| ||
- Fair value of shares issued on 4 March 2011 |
|
| 1,910 |
- Adjustment to fair value of shares issued |
|
| (127) |
Total consideration (non-cash) |
|
| 1,783 |
The fair values disclosed above are provisional because the Directors have not yet reached a final determination on all aspects of the fair value exercise.
Acquisition costs incurred on the PT Bumi Resources transaction expensed in the period were $21 million.
Acquisition of additional shares in PT Bumi Resources
On 27 June 2011, the company entered into agreements to acquire an additional 868,349,637 PT Bumi Resources shares. Completion occurred by 15 July 2011 and the company's total ownership following these acquisitions was 6,061,699,637 shares representing 29.2% of the issued share capital of PT Bumi Resources.
7. Financial risk management
7.1. Financial risk factors
The Group's policies with regard to financial risk management are clearly defined and consistently applied. They are a fundamental part of the Group's long term strategy covering areas such as foreign exchange risk, commodity price risk, interest rate risk, credit risk, liquidity risk and capital risk management.
7.2. Market risk
a) Foreign exchange risk
Management believes the Group is naturally hedged against foreign exchange risk. The percentage of costs in US dollar is aligned with the revenues the Group receives in US dollar. This relationship also holds true for the Group's revenues and costs in the Indonesian Rupiah.
b) Commodity price risk
The movement in coal prices is determined by macro-economic factors, with short term global supply and demand conditions further adding to volatility. The Group has taken steps to mitigate this risk by modelling the impact of movements in coal prices, entering into long-term contracts, and closely monitoring the cost components.
The Group's normal policy is to sell its products at prevailing market prices. Exceptions to this rule are subject to strict limits laid down by the board and to rigid internal controls. The Group does not generally believe commodity price hedging would provide long term benefit to shareholders.
Contract prices for coal are generally agreed annually with customers, although volume commitments vary by product.
c) Interest rate risk
The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.
A 1% change in the floating interest rate would have had a $4 million impact on the consolidated profit for the period of the Group.
7.3. Credit risk
Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions and receivables. The Group places funds with banks and financial institutions only if independently rated with a minimum rating of B1.
The Group requires all customers to provide irrevocable letters of credit ("LC") or pay by confirmed electronic transfer, a method that is only applicable to Indonesian Government State Owned Enterprises.
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. The maximum exposure the Group faces due to credit risks on various financial assets is as follows:
| 30 Jun | 31 Dec |
| 2011 | 2010 |
Cash and cash equivalents |
|
|
AAA | 109 | - |
AA- | 339 | 324 |
A+ | 7 | - |
Other | 12 | - |
Total cash and cash equivalents | 467 | 324 |
7.4. Liquidity risk
Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group Finance. Group Finance monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its debts at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory or legal requirements - for example, currency restrictions.
The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:
|
| 30 Jun |
|
| 30 Dec |
|
| 2011 |
|
| 2010 |
| Less than 1 year | Between 1 and 5 years |
| Less than 1 year | Between 1 and 5 years |
Trade and other payables | 521 | - |
| 9 | - |
Borrowings (excluding finance lease liabilities) | 137 | 993 |
| - | - |
Derivative financial instruments | 3 | - |
| - | - |
| 661 | 993 |
| 9 | - |
The Group's derivative financial instruments at 30 June 2011 relate to the Bumi step up transaction (see note 8) and have been included at fair value.
7.5. Capital risk management
The Group's objectives when managing capital are to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated balance sheet, plus net debt.
The gearing ratios at 30 June 2011 and 31 December 2010 were as follows:
| 30 Jun | 31 Dec |
| 2011 | 2010 |
Total borrowings and amounts due to related parties | 860 | - |
Less: Cash and cash equivalents | (467) | (324) |
Net debt / (funds) | 393 | (324) |
Equity | 4,347 | 974 |
Total capital | 5,207 | 974 |
Gearing ratio (%) | 16.5% | - |
7.6. Fair value
Due to the short-term nature of all financial assets and liabilities classified as current on the balance sheet, their fair values approximate the carrying values.
The Group did not hold any financial instruments that were traded on an active market and as such these were not included in the level 1 hierarchy.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Level 3 financial assets and liabilities | 30 Jun | 31 Dec |
| 2011 | 2010 |
Opening balance | - | - |
Acquisition of subsidiary | 75 | - |
Fair value movement to statement of comprehensive income | (2) | - |
Closing balance | 73 | - |
8. Financial instruments
The Group's financial instruments consist of : |
|
|
|
| Berau transaction | Bumi transaction | Total |
| $ million | $ million | $ million |
Assets at 1 Jan 2011 | 595 | 64 | 659 |
(Charged) / credited to: |
|
|
|
Income statement |
|
|
|
- Subsequent fair value loss recognised in the statement of |
|
|
|
comprehensive income | (105) | (312) | (417) |
- Write off deferred (gain) / loss on initial recognition | (20) | 118 | 98 |
Consideration for acquisitions |
|
|
|
- Transfer to cost of investment | (470) | 127 | (343) |
Day one gain on acquisition of further PT Bumi shares |
|
|
|
- Fair value of financial instrument on initial recognition | - | 21 | 21 |
- Deferred gain on initial recognition | - | (21) | (21) |
Liability at 30 Jun 2011 | - | (3) | (3) |
a) Under the PT Berau Sale and Purchase of Shares Agreement, the Group paid $739 million on 16 November 2010 and committed to exchange 52,297,680 of the Company's shares as consideration for 75 per cent of the equity of PT Berau on 8 April 2011. The cash advance and embedded share-for-share exchange derivative were classified, together, as a financial instrument at fair value through profit or loss. The initial fair value loss of $20 million arising on 16 November 2010, calculated as the difference between the fair value of the PT Berau shares to be received and the cash paid plus fair value of the Company's shares to be issued was deferred until control of PT Berau passed to the Group on 4 March 2011. On that date it was recognised in the statement of comprehensive income. The subsequent fair value loss of $105 million ($144 million loss in the period to 31 December 2010) was recognised in the statement of comprehensive income. Also on 4 March 2011, when control of PT Berau passed to the Group an amount of $470 million was set against the cost of investment in PT Berau.
b) Under the PT Bumi Resources Sale and Purchase of Shares Agreement, the Group committed to a share-for-share exchange as consideration for 25 per cent of PT Bumi Resources. The number of shares to be exchanged was fixed on 16 November 2010, but share exchange and completion occurred on 4 March 2011. The share-for-share exchange is classified as a derivative financial instrument. The initial fair value gain of $118 million arising on 16 November 2010, calculated as the difference between the fair value of the PT Bumi Resources shares to be received and fair value of the Company's shares to be issued, was deferred until the transaction closed on 4 March 2011, at that point it was recognised in the statement of comprehensive income. The subsequent fair value loss of $309 million for the period to 30 June 2011 ($64 million gain in the period to 31 December 2010) was recognised in the statement of comprehensive income. Also on 4 March 2011, when the Group gained significant influence over PT Bumi Resources, an amount of $127 million was set against the cost of the investment in PT Bumi Resources.
c) On 27 June 2011 the Group entered into sale and purchase agreements with a number of shareholders in PT Bumi Resources pursuant to which Bumi plc agreed to purchase shares in the capital of PT Bumi Resources (representing approximately 4,2% (Note 19)per cent. of the issued ordinary share capital of PT Bumi Resources) in consideration of the issue to the Selling PT Bumi Resources Shareholders of 15,059,827 (Note 19).Bumi Voting Ordinary Shares. These transactions closed on 5 July 2011 and 15 July 2011, at which point the Group's total shareholding in PT Bumi Resources was increased to 29.2 per cent. The share-for-share exchange is classified as a derivative financial instrument. The initial fair value gain of $21 million arising on 27 June 2011, calculated as the difference between the fair value of the Bumi shares to be received and fair value of the Company's shares to be issued, was deferred until the transactions closed on 5 July 2011 and 15 July 2011. The subsequent fair value loss of $3 million was recognised in the statement of comprehensive income for the period to 30 June 2011. On 5 July 2011 and 15 July 2011, when control of the shares pass to the Group an amount of $3 million will be set against the cost of the investment in Bumi.
9. Property, plant & equipment
Mining properties | Deferred stripping costs | Land and buildings | Plant and equipment | Furniture, fixtures and office equipment | Assets under construction | Total | |
$ million | $ million | $ million | $ million | $ million | $ million | $ million | |
Cost | |||||||
At 1 Jan 2011 | - | - | - | - | - | - | - |
On acquisitions of subsidiary | 2,845 | 37 | 14 | 16 | 5 | 67 | 2,984 |
Additions | 9 | 7 | - | 4 | - | 17 | 37 |
At 30 Jun 2011 | 2,854 | 44 | 14 | 20 | 5 | 84 | 3,021 |
Accumulated depreciation | |||||||
At 1 Jan 2011 | - | - | - | - | - | - | - |
Depreciation for period | (39) | (2) | (1) | (1) | - | - | (43) |
At 30 Jun 2011 | (39) | (2) | (1) | (1) | - | - | (43) |
Net book value | |||||||
At 1 Jan 2011 | - | - | - | - | - | - | - |
At 30 Jun 2011 | 2,815 | 42 | 13 | 19 | 5 | 84 | 2,978 |
10. Share of profit after tax of equity accounted units
| 30 Jun | 30 Jun |
| 2011 | 2010 |
| $ million | $ million |
Sales revenue | 329 | - |
Operating costs | (287) | - |
Profit before finance items and tax | 42 | - |
Finance items | 44 | - |
Profit before tax | 86 | - |
Tax | (53) | - |
Profit related to assets held for sale | 8 | - |
Profit after tax (Bumi share) | 41 | - |
11. Investments in equity accounted units
| 30 Jun | 30 Jun |
| 2011 | 2010 |
| $ million | $ million |
Bumi's share of assets |
|
|
Non-current assets | 3,439 | - |
Current assets | 999 | - |
| 4,438 | - |
Bumi's share of liabilities |
| - |
Current liabilities | (1,692) | - |
Non-current liabilities | (922) | - |
| (2,614) | - |
Bumi's share of net assets | 1,824 | - |
At 30 June 2011, the quoted value of the Group's share in associates, whose shares were listed on recognised stock exchanges, was $1,777 million.
12. Net debt of equity accounted units
| Group | Bumi share |
| interest | of net debt |
|
| 30 Jun |
|
| 2011 |
|
| $ million |
Associate |
|
|
Bumi Resources | 25% | 963 |
Some of the debt of equity accounted units is subject to financial and general covenants. None of the debt shown above is with recourse to Bumi plc at 30 June 2011.
13. Trade and other receivables
Trade and other receivables includes tax recoverable of $261 million. This represents amounts claimed by Berau Coal from the Government. This amount is part of an ongoing dispute with the Government which resulted from a change in the VAT law in 2001 when coal became a VAT exempt supply. This change meant that Berau Coal can no longer claim credits for its input VAT on purchases. However, under the CCoW, Berau Coal is indemnified against Indonesian taxes not in effect at the time of signing of the CCoW. On this basis, Berau Coal claimed reimbursement for input VAT paid from 2001. The claims were rejected and Berau Coal began setting off the VAT receivable against royalty payments due under the CCoW. The VAT receivable and royalty payable amounts have been disclosed separately on a gross basis within Trade and other receivables and Trade and other payables, respectively.
14. Taxation
Tax on the profit for the period comprises both current and deferred tax as well as adjustments in respect of prior periods. Tax is charged or credited to the consolidated statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the tax is also included directly within equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted, or substantively enacted by the end of the reporting period.
Deferred tax liabilities are offset against deferred tax assets within the same taxable entity or qualifying local tax group where there is both the legal right and the intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Significant judgement is required in determining the Group's income tax liabilities. In arriving at the current and deferred tax liability the Group has taken account of tax issues that are subject to ongoing discussions with the relevant tax authorities. Calculations of these liabilities have been based on management's assessment of legal and professional advice, case law and other relevant guidance. Where the expected tax outcome of these matters is different from the amounts that were recorded initially, such differences will impact the current and deferred tax amounts in the period in which such determination is made.
| 30 Jun | 30 Jun |
| 2011 | 2010 |
| $ million | $ million |
Tax charged to the consolidated statement of comprehensive income in the period: |
|
|
Current tax |
|
|
UK Corporation Tax at 26% (2010: 28%) |
|
|
- Current periods | - | - |
Overseas tax |
|
|
- Current period | 69 | - |
Deferred tax | (16) | - |
Total tax charged to consolidated statement of comprehensive income | 53 | - |
The principal movement in deferred tax, from $1,293 million recognised as fair value at date of acquisition to $1,276 million at the end of the period, relates primarily to the release of $17 million of the deferred tax liability on the amortisation of mining licences recognised in the Purchase Price Allocation following the acquisition of PT Berau. The Group's tax charge was higher than the UK statutory rate and can be reconciled as follows:
| 30 Jun | 30 Jun |
| 2011 | 2010 |
Loss before tax | (243) | - |
UK Corporation Tax at 26% (2010: 28%) | (63) | - |
Expenses not deductible for tax purposes | 5 | - |
Deferred tax asset not recognised | 95 | - |
Adjustments in respect of foreign tax rates | 16 | - |
Tax charge | 53 | - |
15. (Loss) / Earnings per share 'EPS'
The Group is required to disclose basic and diluted EPS on the face of the consolidated comprehensive income statement. The Group has calculated adjusted EPS as it believes that it is the most appropriate measure since it better reflects the business's underlying earnings.
Basic EPS for the six months to 30 June 2011 is calculated by dividing the comprehensive loss attributable to the owners of the parent of $308 million by the weighted average number of ordinary shares in issue during the period of 151m. Basic earnings per ordinary share for the period from date of incorporation to 30 June 2011 is calculated by dividing the profit attributable to the owners of the parent of $9,594 by the number of ordinary shares in issue at the end of the period. At that date the issued ordinary share capital consisted of two ordinary shares.
Underlying basic EPS from the Group's total operations for the six months to 30 June 2011 is calculated by dividing the underlying earnings for the period (before the effect of movement on financial instruments at fair value through profit and loss, and costs associated with corporate transactions) attributable to the equity holders of the Company of $54 million by the weighted average number of ordinary shares in issue during the period of 151m shares.
Diluted basic earnings per share does not include the 18 million share options outstanding under the Company's share schemes at 30 June 2011, because doing so would decrease the loss per ordinary share. However, the 18 million share options were taken into account when calculating underlying diluted earnings per share.
| 30 Jun 2011 |
| 30 Jun 2010 | ||||
| Earnings | Shares | EPS |
| Earnings | Shares | EPS |
Basic and diluted | $ million | million | $ |
| $ |
| $ |
Basic | (308) | 151 | (2.04) |
| 9,594 | 2 | 4,797 |
Dilutive effect of share options | - | - | - |
| - | - | - |
Diluted basic | (308) | 151 | (2.04) |
| 9,594 | 2 | 4,797 |
|
|
|
|
|
|
|
|
| 30 June 2011 |
| 30 June 2010 | ||||
Basic and diluted | Earnings $ million | Shares million | EPS $ |
| Earnings $ million | Shares | EPS $ |
Basic | (308) | 151 | (2.04) |
| 9,594 | 2 | 4,797 |
Movement on financial instruments at fair value through profit and loss | 319 | - | 2.11 |
| - | - | - |
Costs associated with corporate transactions | 43 | - | 0.29 |
| - | - | - |
Underlying basic | 54 | 151 | 0.36 |
| 9,594 | 2 | 4,797 |
Dilutive effect of share options |
| 18 | (0.04) |
| - | - | - |
Underlying diluted | 54 | 169 | 0.32 |
| 9,594 | 2 | 4,797 |
16. Share capital and merger reserve
Share Capital | |||||||
Deferred redeemable | Par | Share | Merger | ||||
Issued and fully paid | Ordinary shares (thousands) | shares | value | Capital | Reserve | ||
Suspended | (restated) | ||||||
Voting | Voting | Total | Total | $ million | $ million | ||
On incorporation on 31 Mar 2010 | - | - | - | - | £6.00 | - | - |
Ordinary shares issued on 9 July 2010 following | |||||||
completion of initial placement offering | 68,718 | - | 68,718 | - | £6.00 | 635 | 437 |
Ordinary shares repurchased and cancelled on | |||||||
16 Aug 2010 | (1,375) | - | (1,375) | - | £6.00 | (13) | (9) |
Balance as at 31 Dec 2010 | 67,343 | - | 67,343 | - | 622 | 428 | |
Shares issued in relation to PT Bumi Resources | |||||||
transaction on 4 Mar 2011 | 28,861 | 61,211 | 90,072 | - | £6.00 | 878 | 1,032 |
Transfer between categories of ordinary shares | |||||||
following completion of the PT Berau transaction | 11,902 | (11,902) | - | - | £6.00 | - | - |
Shares issued in relation to PT Berau Coal | |||||||
Energy transaction on 8 Apr 2011 | 27,773 | 24,525 | 52,298 | - | £6.00 | 514 | 604 |
Shares allotted | - | - | - | 50 | £1.00 | - | - |
Balance as at 30 Jun 2011 | 135,879 | 73,834 | 209,713 | 50 | 2,014 | 2,064 |
Upon implementation of the scheme of arrangement the Group's share capital has been re-presented as that of Bumi plc, with a nominal value of £6. The difference between the Group's net assets and the nominal value of the shares in issue at each date is recorded in a merger reserve.
17. Related party transactions
As explained in the Vallar PLC IPO prospectus the Company had outsourced to the Adviser, a related entity, all of its operating functions, including identifying and assessing acquisition opportunities, designing the strategy to acquire the target, due diligence, and providing personnel and support staff to carry out those roles. During the period to 30 June 2011 Adviser fees of $6.9 million were paid and the agreement was terminated on 8 April 2011.
18. Seasonality of operations
Activities of the Group are adversely affected by rainfall and as a result the amounts reported for the six months ended 30 June 2011 may not be indicative of amounts that would be reported for a full year. Rainfall can interfere with extracting activities leading to delays in production and the rainy season is from October to April.
19. Post balance sheet events
Acquisitions of additional shares PT Bumi Resources
Bumi plc entered into sale and purchase agreements with a number of shareholders in PT Bumi Resources (the "Selling PT Bumi Resources Shareholders"), pursuant to which Bumi plc agreed to purchase, and the Selling PT Bumi Resources Shareholders agreed to sell, an aggregate of 868,349,637 shares in the capital of PT Bumi Resources (representing approximately 4.2 per cent. of the issued ordinary share capital of PT Bumi Resources) in consideration of the issue to the Selling PT Bumi Resources Shareholders of 15,059,827 Bumi Voting Ordinary Shares ("the PT Bumi Resources Acquisitions of Additional Shares"). These transactions closed on 5 July 2011 and 15 July 2011, at which point the Group's total shareholding in PT Bumi Resources increased to 29.2 per cent.
As a result of the issue of Bumi Voting Ordinary Shares to the Selling PT Bumi Resources Shareholders, 5,948,607 Bumi Suspended Voting Ordinary Shares, issued to the Bakrie Group on the closing of the Bumi Resources Transaction, will convert into Bumi Voting Ordinary Shares on a one-for-one basis.
Founder shares and founder securities
Following the legal completion of the Acquisition on 8 April 2011, the holders of the B Shares in the subsidiary, Vallar Holding Company Limited, have six months to convert their interests to ordinary shares in the Company. At the date of signing of these financial statements the Company had not received notice of intention to convert the B shares.
The share options granted to Independent Non-Executive Directors of the Company vested on 4 March 2011. These options do not expire until 30 September 2012 and at the date of signing of these financial statements, all of the options had been exercised.
Completion of capital reduction
As disclosed in the circular issued in March 2011 Bumi plc decreased the nominal value of each Bumi share from £6.00 to £0.01 on 6 July 2011. This created a reserve of distributable profits that will be available to Bumi plc to be distributed as dividends or applied towards any other lawful purpose.
Proposed acquisition of PT Bumi Resources Minerals Tbk ("BRM")
In June 2011 the Company announced its intention to acquire 75.1% of BRM from its associate, PT Bumi Resources. The consideration will be in the form of listed coverable bonds to be issued to PT Bumi Resources for consideration of $2.07 billion with a 2% coupon and a £15.88 initial conversion price. The BRM acquisition is conditional upon approvals from Bumi plc. PT Bumi Resources and BRM shareholders and the transaction is expected to close in the fourth quarter of 2011.
Related Shares:
ARMS.L