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Half Yearly Report

22nd Mar 2013 07:22

RNS Number : 6285A
Churchill Mining plc
22 March 2013
 



22 March 2013

CHURCHILL MINING PLC

("Churchill" or "the Company")

 

Interim Results

 

Churchill Mining (AIM: CHL) reports its interim results for the six months ended 31 December 2012.

 

Chairman's Statement

 

I am pleased to present Churchill Mining Plc's ("Churchill" or the "Company") Half Year Report for the six months ended 31 December 2012.

 

The Company's campaign to secure compensation for the expropriation of its East Kutai Coal Project in Indonesia continues and will soon reach an impor3tant milestone.

 

Following on from the commencement of the arbitration against the Republic of Indonesia ("ROI") at the International Centre for Settlement of Investment Disputes ("ICSID") in May 2012, Churchill's Australian subsidiary Planet Mining Pty Ltd ("Planet"), which via its 5% shareholding in PT Indonesia Coal Development also holds an interest in the East Kutai Coal Project, has now also filed for arbitration at ICSID against the Republic of Indonesia pursuant to the Australia-Indonesia Bilateral Investment Treaty. The Churchill and Planet arbitrations have now been consolidated into a single proceeding and will be dealt with and heard together.

 

As with the Churchill arbitration, the claims by Planet have been preceded by attempts to negotiate a settlement with the ROI (as both the UK/Indonesia and the Australia/Indonesia Investment Treaties require) but again, disappointingly, the ROI has not shown any interest in engaging in any discussions or mediations.

 

In fact the ROI has even gone to the trouble of seeking an unusual order from the Arbitration Tribunal blocking Churchill from engaging in dialogue with the ROI or reporting on the arbitration proceedings generally, even to Churchill's own shareholders.

 

The Arbitration Tribunal has sternly turned down the ROI's request, leaving Churchill free to engage the ROI, media and the company's stakeholders in relation to the arbitration process. The ROI also attempted to have the Provincial Government of East Kutai joined as a party to the arbitral proceedings which has also been dismissed outright, leaving no doubt that it is the ROI alone that is the respondent to the ICSID arbitration.

 

Churchill and Planet have engaged and are now represented in the ICSID arbitration by the international law firm Quinn Emanuel Urquhart & Sullivan ("Quinn Emanuel"). Experienced London based partner Stephen Jagusch heads the Quinn Emanuel team for Churchill/Planet.

 

Next Steps

 

The Arbitration Tribunal has issued a number of important procedural orders.

 

After a significant effort from its legal team, executives and consultants, Churchill and Planet filed their Memorial, witness statements as well as initial expert evidence on 13 March 2013 with the Arbitration Tribunal at ICSID. The next steps in the arbitration are that the ROI is required to file its objections to jurisdiction by 8 April 2013 and Churchill/Planet will then file their response to the ROI's objections to jurisdiction by 30 April 2013.

 

Following this, there is an important jurisdictional hearing to be held in Singapore on the 13th/ 14th May 2013 to address a challenge by the ROI that the Arbitration Tribunal does not have the jurisdiction to hear Churchill/Planet's claim for compensation.

 

Aside from a minority interest in ASX listed Spitfire Resources Limited ("Spitfire") and a minority direct interest in some of its tenements in Western Australia, Churchill has no business interests or activities other than its and Planet's arbitral claims against the ROI which have in effect become Churchill's principal activity and focus for the Company.

 

Considerable efforts have been undertaken to reduce other administration and corporate overheads. Accordingly, aside from Head office and Jakarta office administration costs and costs associated with the Company's listing on AIM, the arbitrations against the ROI are the only draw on Churchill's cash resources.

 

Presently it is the intention of your Directors not to seek out any further or new business opportunity for your Company unless and until the arbitrations against the ROI are concluded.

 

FINANCIAL REVIEW

 

The loss for the half year was $4.5 Million or 3.69c per ordinary share (Dec 2011: $6.4 million or 5.30c per share). Other administrative expenses totalled $3.1 million (Dec 2011: $5.1 million).

Significant expenditure items during the period include:

·; Legal and professional fees of $1.18 million (Dec 2011: $1.5 million) reflecting expenditure for the Company's ICSID claim against the ROI and the dispute with Ridlatama;

 

·; Public relations, government and media outreach costs of $0.5 million (Dec 2011: $0.6 million) to assist in highlighting Churchill's position and claims against the ROI;

 

·; Consulting, directors and professional fees of $0.9 million (Dec 2011: $1.3 million); and

 

·; Impairment to the value of the investment in Spitfire Resources Limited of $1.5 million.

The balance of operating expenditure is a result of the Company's current operations which include management resources allocated to the current ICSID claim against the ROI.

The Group's statement of financial position as at 31 December 2012 and comparatives at 31 December 2011 and 30 June 2012 are summarised below:

 

31 Dec 2012

31 Dec 2011

30 June 2012

$'000

$'000

$'000

Non-current assets

3,142

4,711

4,099

Current assets

12,432

19,997

15,604

Total assets

15,574

24,708

19,703

Current liabilities

4,160

5,016

4,341

Non-current liabilities

24

66

73

Total liabilities

4,184

5,082

4,414

Net assets

11,390

19,626

15,289

 

 

The Company started the half-year with $12 million in cash and remains well funded with cash at bank of $6.2 million at the date of this report to pursue the ICSID arbitration, other legal steps and any subsequent action to restore value for shareholders.

 

The Board will continue to focus on seeking a suitable remedy for shareholders and I thank shareholders for their continued support and will update on the Company's progress during the second half of the year.

 

 

David Quinlivan

Executive Chairman

22 March 2013

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 December 2012

 

6 months to 31 Dec 2012

6 months to 31 Dec 2011

Year ended 30 June 2012

Note

Unaudited

Unaudited

Audited

$'000

$'000

$'000

Other operating income

-

-

20

Impairment of other financial assets

Other administrative expenses

(1,532)

(3,056)

-

(5,118)

-

(8,888)

Impairment of exploration assets

(148)

(1,011)

(1,460)

Total administrative expenses

(4,736)

(6,129)

(10,348)

Loss from operations

(4,736)

(6,129)

(10,328)

Finance income - interest received

12

20

34

Finance income - foreign exchange gains

214

194

343

Total finance income

226

214

377

Finance expense - foreign exchange losses

(8)

(496)

(493)

Total finance expense

(8)

(496)

(493)

Loss before taxation

(4,518)

(6,411)

(10,444)

Tax expense

-

-

-

Loss for the period/year attributable to equity shareholders of the parent

(4,518)

(6,411)

(10,444)

Other comprehensive income:

Net loss on revaluation of financial assets

-

(1,721)

(2,254)

Recycle of Available for sale reserve to income statement

533

-

-

Foreign exchange differences on translating foreign operations

59

(218)

(295)

Income tax relating to components of other comprehensive income

-

-

-

Other comprehensive gain/(loss) for the period/year

592

(1,939)

(2,549)

Total comprehensive loss for the period/year attributable to equity shareholders of the parent

(3,926)

(8,350)

(12,993)

Loss for the period/year attributable to:

Owners of the parent

(4,518)

(6,411)

(10,444)

Non-controlling interest

-

-

-

(4,518)

(6,411)

(10,444)

Total comprehensive loss for the period/year attributable to:

Owners of the parent

(3,926)

(8,350)

(12,993)

Non-controlling interest

-

-

-

(3,926)

(8,350)

(12,993)

Loss per share attributable to owners of the parent:

Basic and diluted loss per share (cents)

2

(3.69c)

(5.30c)

(8.61c)

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2012

 

6 months to 31 Dec 2012

6 months to 31 Dec 2011

Year ended 30 June 2012

Unaudited

Unaudited

Audited

$'000

$'000

$'000

ASSETS

Current assets

Cash and cash equivalents

8,601

16,310

12,000

Other receivables

3,831

3,687

3,604

Total current assets

12,432

19,997

15,604

Non-current assets

Property, plant and equipment

1,823

251

1,842

Intangible assets

256

1,916

251

 Other financial assets

1,063

2,544

2,006

Total non-current assets

3,142

4,711

4,099

TOTAL ASSETS

15,574

24,708

19,703

LIABILITIES

Current liabilities

Trade and other payables

1,084

1,739

1,207

Loans and borrowings

3,076

3,277

3,134

Total current liabilities

4,160

5,016

4,341

Non-current liabilities

Provisions

24

66

73

Total non-current liabilities

24

66

73

TOTAL LIABILITIES

4,184

5,082

4,414

NET ASSETS

11,390

19,626

15,289

CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE COMPANY

Share capital

2,220

2,195

2,220

Share premium

77,537

77,257

77,537

Available for sale reserve

-

-

(533)

Merger reserve

6,828

6,828

6,828

Other reserves

3,474

3,564

3,425

Retained deficit

(79,773)

(71,322)

(75,292)

TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT

10,286

18,522

14,185

Non-controlling interest

1,104

1,104

1,104

TOTAL EQUITY

11,390

19,626

15,289

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 December 2012

 

 

Other Reserves

Consolidated

Share Capital

Share premium

reserve

Merger reserve

Retained deficit

Foreign exchange

Equity settled share options

Available for sale

Total Equity attributable to equity holders of Company

Non-controlling Interest

Total Equity

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

Changes in equity for the period to 31 December 2011

Balance at 1 July 2011

2,195

77,257

6,828

(64,911)

285

3,163

1,721

26,538

1,104

27,642

Loss for the period

-

-

-

(6,411)

-

-

-

(6,411)

-

(6,411)

Other comprehensive income

-

-

-

-

(218)

-

(1,721)

(1,939)

-

(1,939)

Recognition of share based payments

-

-

-

-

-

334

-

334

-

334

Balance at 31 December 2011

2,195

77,257

6,828

(71,322)

67

3,497

-

18,522

1,104

19,626

Changes in equity for the period to 31 December 2012

Balance at 1 July 2012

2,220

77,537

6,828

(75,292)

(10)

3,435

(533)

14,185

1,104

15,289

Loss for the period

-

-

-

(4,518)

-

-

-

(4,518)

-

(4,518)

Other Comprehensive income

-

-

-

-

59

-

533

592

-

592

Expiry of share options

-

-

-

37

-

(37)

-

-

-

-

Recognition of share based payments

-

-

-

-

-

27

-

27

-

27

Balance at 31 December 2012

2,220

77,537

6,828

(79,773)

49

3,425

-

10,286

1,104

11,390

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 31 December 2012

 

 

 

Note

6 months to 31 Dec 2012

6 months to 31 Dec 2011

Year ended 30 June 2012

Unaudited

Unaudited

Audited

$'000

$'000

$'000

Cash flows from operating activities

(3,474)

(4,627)

(8,965)

Net cash from operating activities

3

(3,474)

(4,627)

(8,965)

Cash flows used in investing activities

Finance income

12

20

34

Payments for exploration and evaluation expenditure

(148)

(1,003)

(1,464)

Receipts from sale of property, plant and equipment

7

-

36

Acquisition of property, plant and equipment

-

(4)

(8)

Cash flows used in investing activities

(129)

(987)

(1,402)

Cash flows from financing activities

Proceeds from issue of share capital

-

-

305

Cash flows from financing activities

-

-

305

Net (decrease) / increase in cash and cash equivalents

(3,603)

(5,614)

(10,062)

Cash and cash equivalents at beginning of period/year

12,000

22,385

22,385

Effect of foreign exchange rate differences

204

(461)

(323)

Cash and cash equivalents at the end of period/year

8,601

16,310

12,000

 

 

 

NOTES TO THE INTERIM REPORT

 

NOTE 1: BASIS OF PREPARATION

The consolidated interim financial statements of the Group for the six months ended 31 December 2012 which comprise the Company and its subsidiaries (together referred to as the "Group") were approved by the Board on 22 March 2013. The interim results have not been audited, but were subject of an independent review carried out by the Company's auditors BDO LLP. The interim financial information has been prepared on the basis of a going concern and in accordance with the recognition and measurement requirements of International Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the International Accounting Standards Board (IASB) adopted by the European Union.

 

The accounts have been prepared in accordance with the accounting policies that are consistent with the June 2012 Report and Accounts and that are expected to be applied in the Report and Accounts of Churchill Mining Plc for the year ended 30 June 2013. The Group does not anticipate adopting any new/revised standards and interpretations and new standards/revisions are not expected to have a material impact on the Group's reporting. The financial information for the six months to 31 December 2012 does not constitute statutory accounts of the Company or the Group. The statutory accounts for the year ended 30 June 2012 have been filed with the Registrar of Companies. The auditor's report on those accounts was unqualified, did not include any references to any matters to which the auditors drew attention by way of emphasis and did not contain a statement under section 498(2)-(3) of the Companies Act 2006.

 

The consolidated financial statements incorporate the results of Churchill Mining Plc and its subsidiary undertakings as at 31 December 2012. The corresponding amounts are for the year ended 30 June 2012 and the 6 month period ended 31 December 2011.

 

 

NOTE 2: LOSS PER SHARE

 

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

 

6 months to 31 Dec 2012

Unaudited

6 months to 31 Dec 2011

Unaudited

Year ended 30 June 2012

Audited

$'000

$'000

$'000

Loss for the period/year attributable to owners of the parent company

(4,518)

(6,411)

(10,444)

Number

Number

Number

Weighted average number of shares used in the calculation of basic and diluted loss per share

122,520,368

120,920,368

121,332,423

Cents

Cents

Cents

Loss per share

Basic and diluted loss per share

(3.69c)

(5.30c)

(8.61c)

The effect of all potential ordinary shares arising from the exercise of options going forward is considered to be anti-dilutive. 9,019,231 (Dec 2011: 7,979,315) (June 2012: 10,871,370) potential ordinary shares have been excluded from the above calculation as they are not dilutive.

 

 

NOTE 3: NOTES TO THE CASH FLOW STATEMENT

 

6 months to 31 Dec 2012

Unaudited

6 months to 31 Dec 2011

Unaudited

Year ended 30 June 2012

Audited

$'000

$'000

$'000

Reconciliation of (loss) after tax to cash from operating activities

(Loss) after tax

(4,518)

(6,411)

(10,444)

Share option expense

26

334

335

Depreciation expense

11

41

102

Impairment expense

148

1,003

1,464

Impairment of other financial assets

1,532

-

-

Net (gain)/loss on exchange rates

(206)

301

150

Net gain on disposal of property, plant and equipment

-

-

(20)

Finance income

(12)

(20)

(34)

(Increase) / decrease in receivables

(285)

198

(103)

(Decrease) in payables

(170)

(73)

(415)

Cash flow from operating activities

(3,474)

(4,627)

(8,965)

 

 

NOTE 4: TAXATION

 

No taxation has been provided due to losses in the period. No deferred tax asset has been recognised for past or current losses as the recoverability of any such asset is not considered probable in the foreseeable future.

 

 

NOTE 5: EVENTS AFTER THE REPORTING PERIOD

 

On the 14th January 2013, the Company issued 647,727 new ordinary shares at a deemed issue price of 11p per share. The shares were issued to Non-Executive Directors who have agreed to subscribe for fully paid ordinary shares for the Directors' fees payable.

 

Other than the above matter and events detailed elsewhere in this report, there has not been any other matter or circumstance occurring subsequent to the end of the reporting date that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years.

 

 

NOTE 6: CONTINGENCIES

 

On 28th November 2012 the South Jakarta District Court held that the deeds of grant by which members of the Ridlatama Group transferred 75% of the issued share capital in 2 of the 4 licence companies that made up the East Kutai Coal Project (PT Ridlatama Tambang Mineral and PT Ridlatama Trade Powerindo) to PT TCUP are null and void on the basis that the requirements for a valid grant under Indonesian laws had not been satisfied. On 6th Dec 2012 PT ICD and PT TCUP filed a notice of appeal with the High Court in respect of the South Jakarta District Court's' decision. The decision of the South Jakarta District Court is therefore not final and binding. Should PT ICD and PT TCUP be unsuccessful in all avenues of appeal then the receivables in the Balance Sheet would be reduced by $2.07 million due to these companies no longer being consolidated in the Group accounts.

 

The Group is involved in litigation disputes as detailed in the Chairman's Statement and the June 2012 annual report. As at the date of this report, the disclosure of any further information about these matters would be prejudicial to the interests of the Group.

 

 

NOTE 7: FORWARD LOOKING STATEMENTS

 

This report contains certain forward looking statements, which include assumptions with respect to future plans, results and capital expenditures. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. All such forward looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Please refer to the Company's Annual Report available from the Company's web site for a list of risk factors. The Company's actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this report are made as at the date of this report.

 

 

NOTE 8: INTERIM REPORT

 

Copies of this interim report for the six months ended 31 December 2012 will be available from the offices of Churchill Mining PLC, Suite 1, 346 Barker Road, Subiaco, WA, 6008 and on the company's website www.churchillmining.com

 

END

 

For further information, please contact:

 

Churchill Mining plc

Russell Hardwick

Nicholas Smith

+ 61 8 6382 3737

Northland Capital Partners Limited

Luke Cairns/Edward Hutton

+44(0)20 7796 8800

 

Shareholder Information on the Internet

The Company maintains a website which allows access to certain useful Investor information. The website address is www.churchillmining.com

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