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Interim Results 2013

11th Sep 2013 07:00

RNS Number : 7038N
African Minerals Ltd
11 September 2013
 



 

11th September 2013

 

African Minerals Limited

("African Minerals", "AML", or "the Company")

 

Interim Results 2013

 

African Mineral, the developer and operator of the Tonkolili iron ore mine in Sierra Leone, today announces its results for the six months ended 30 June 2013.

 

Operational Highlights H1 2013

 

· 20Mtpa export rate achieved during Q2 2013

· Total production of 6.1Mt

· Total Exports of 5.5Mt

· Average FOB received price of $77/t (dry)

· Average C1 cash costs of $43/t ($36/t in June)

· End of period stockpiles at the mine of 2.4Mt of product

Financial Highlights H1 2013

 

· Revenue of $405m, EBITDA before operating exceptional items of $99m

· Total comprehensive loss $18m (2013: loss $107m)

· Group cash (at 30 June 2013) of $502m ($461m restricted)

Post Period End

 

· Appointment of new CEO, Bernie Pryor, from 14 August 2013 and new CFO, Matthew Hird, from 1 October 2013.

· Appointment of Ian Cockerill as Vice Chairman and Independent Non-Executive Director.

· Settlement of outstanding warranty breaches and guarantees with SISG, as disclosed in these accounts.

· Release of $156m from restricted cash.

· Temporary maintenance and operational issues with contracted trans-shippers have reduced exports in Q3. Additional trans-shipper in the process of being procured, and all four trans-shippers to be retained going forwards, to maximise sales in the remainder of the year.

· 2013 sales guidance reduced to 11- 13Mt (previously 13-15Mt)

 Bernie Pryor, Chief Executive Officer, said:

 

"African Minerals is continuing to make progress towards stabilising Tonkolili's integrated mine, rail and port operations at the 20Mtpa level. H1 has demonstrated strong volume, production and sales capability, coupled with the benefits of improved financial control and therefore the ability to reduce cash cost.

 

"Our wet season product strategy is performing well, but we have suffered interruptions to our shipping in Q3 due to major maintenance and operational issues with our contracted trans-shippers. As a result, we are lowering guidance, to export between 11Mt and 13Mt of product in 2013. We continue to focus on bringing down cash cost to our targeted $30/t level, which we expect to achieve by the end of the year as we increase our monthly volumes.

 

"We are also working to re-define our Phase 2 expansion plans with a focus on efficient capital investment and maximising returns on investment, and we expect to provide further detail in due course. We currently aim that all capital requirements for Phase 2 will be met by available cash and existing debt facilities, plus new project level debt."

 

Frank Timis, Executive Chairman, said:

 

"I would like to welcome Bernie to our executive management team on the occasion of his inaugural results. I am sure he will be able to take this company forward successfully, building on the foundations already laid, and continuing to work closely with our partners SISG and CRM, whose support has been very much appreciated.

 

After a good start in the first half, the executive team will now focus on stabilising the Tonkolili project to produce consistently at 20Mtpa with cash costs of $30/t, while right-sizing our next expansion, to provide superior returns to the project's shareholders.

 

On behalf of the Company, I wish to offer our thanks to our employees, contractors, suppliers, partners, as well as the communities in which we operate, and to the people and Government of Sierra Leone, for a successful first half to the year."

 

 

Analyst Presentation

 

There will be a presentation and webcast for analysts by Bernie Pryor, Chief Executive Officer and Miguel Perry, Chief Financial Officer, starting at 9:00am BST on 11th September 2013, at the offices of Jefferies, at Vintner's Place, 68 Upper Thames Street, London EC4V 3BJ.

 

The presentation and webcast for analysts can also be accessed by conference call at 9.00am. Dial in details are as follows:

 

UK & International Number: +44 (0) 20 3139 4830

Participant Pin Code 28080224#

 

Audio Playback Numbers (available for 7 days)

UK Toll Number: +44 (0) 20 3426 2807

Audio Playback Reference 641975#

 

Participants for the webcast should register at the Company's website www.african-minerals.com. A recording of the presentation will be available thereafter.

 

Contacts:

 

African Minerals Limited

+44 20 3435 7600

Mike Jones

 

FTI Consulting

+44 20 7831 3113

Ben Brewerton

 

Jefferies

+44 20 7029 8000

Nick Adams / Alex Collins

 

 

About African Minerals

 

African Minerals operates the Tonkolili Iron Ore Project (the "Project") in Sierra Leone, with a JORC compliant resource of 12.8Bnt. The Project, which currently has a 60+ year mine-life, is being developed in a number of staged expansions. The current Project operations are expected to produce 20 million tonnes of iron ore per annum at full capacity, with this export rate of production having first been achieved in June 2013.

 

The next stage of Project expansion, Phase 2, now contemplates the production of an increased tonnage of 64% high grade hematite concentrate and the expansion of the current port facilities at Pepel, with the first saprolite plant expected to enter production in 2016.

 

The Company has also developed significant port and rail infrastructure to support the operation of the Project, via its subsidiary African Rail and Port Services (SL) Limited ("ARPS"), in which the Government of Sierra Leone ("GoSL") has a 10% free carried interest.

 

The Project companies are currently owned 75% by AML, and 25% by Shandong Iron and Steel Group ("SISG"), except for ARPS, which is currently owned 75% by AML and 25% by SISG, with the GoSL having the right to a 10% free carried interest from AML.

 

www.african-minerals.com

 

African Minerals LimitedInterim Results6 Months to June 30 2013

 

Chief Executive's Review

 

African Minerals is continuing to make progress towards stabilising the integrated mine, rail and port operations at the 20Mtpa level, and we are pleased with how our assets are performing. H1 has demonstrated improved volume, production, and cost performance.

 

Phase 1

 

First half sales were principally related to delivery into the discounted offtake tonnages to AML's strategic partner, SISG, which accounted for 57% of all exports. The product shipped was predominantly All-in-32 ("A32") material and lump blend ("blend"), which accounted for 65% of our shipments. The shipping of blend is likely to continue into the early part of Q4. We expect the discounted tonnages to complete during Q3, leading to higher received average price capture in the second half of 2013. Once we enter the dry season we would also expect the discount associated with blend to fall away as we recommence shipping of our standard fines product.

 

Recent maintenance issues regarding our contractor's trans-shippers have, however, led to shortfalls of exports against expectations in Q3. The Company currently has three contracted trans-shipping vessels ("TSVs"), and we are in the process of contracting a fourth TSV to maximise tonnage sold during H2 and provide redundancy going forward.

 

Notwithstanding these issues, we will endeavour to achieve exports of 13Mt of product in 2013, while producing over 15Mt of saleable product. Our wet season strategy is performing well, and we have experienced no significant degradation of mining, processing, railing, materials handling or shipping due to rain. Our stockpiling is on track to build a fines stockpile of approximately 2.5 Mt for the start of the dry season.

 

However, cognisant of the variability that the wet season brings, and subject to the future availability of the trans-shipping fleet, our guidance is now for exports in FY 2013 of between 11Mt and 13Mt.

 

Costs

 

We are pleased to have achieved a $36/t C1 cash cost in June, when we despatched 8 vessels for a run rate of 16Mtpa. This gives us confidence in our ability to reduce cash costs to $30/t when we start to operate at a consistent 20Mtpa target run rate.

 

We will continue to focus on optimising this current phase of operation, and bringing down cash cost to the targeted $30/t level, which we expect to achieve by the end of the year. The cost cutting actions that we initiated after the production update in July, to both corporate and services have been largely completed, resulting in a headcount reduction of around 40% within those divisions, and forecast ongoing savings of $12m pa in direct salaries alone.

 

Phase 2

 

The move from producing Direct Shipping Ores ("DSO") to producing a high value saprolite concentrate is key to sustaining and growing the production profile at Tonkolili. As we look beyond the current Phase 1, we are continuing to work on defining our saprolite process flowsheets and life of mine planning. 

 

After careful consideration of all relevant factors, and potential investment returns, AML and SISG have directed the project's management team to prepare a case for expansion from 20mtpa on an optimal economic return basis, rather than proceeding immediately to a 35mtpa scope.

 

With a view to improving shareholder returns, reducing capital requirements and reducing risk, the Project companies' technical board is determining the maximum capacity which the current infrastructure can handle without significant further investment, and then right-sizing the saprolite and possibly magnetite processing for that increased capacity. Right-sizing is expected to significantly reduce capital requirements for the expansion, reducing timing and capital risk, optimizing operating cost, and providing improved shareholder returns, while retaining full optionality for further expansion at a later date. We expect to be able to provide more detail on this strategy in due course.

 

Once this strategy is finalised, and with capital schedules assessed, we expect to be in a position to determine the medium term capital and funding requirements for the business early in the New Year.

 

Funding

 

At the end of June, the Project companies had $461m of restricted cash, earmarked for the Phase 2 expansion.

 

The shortfall in sales in Q3 has tightened operating company level cash position, however post period end $156m has been released to the Project from restricted funds, including the deferral of the $56m warranty breach penalty to SISG. Additionally, the remaining $49m of the $250m project level PXF working capital facility remains undrawn.

 

 

Operational Review

 

Safety

 

Safety is a fundamental element of our continued success, and is a cornerstone of our corporate culture. The All Injury Frequency Rate for H1 was 1.74 injuries per 200,000 man hours, trending downwards from 2.23 in Q1 to 1.45 in Q2.

 

In April, the Company increased its effort to manage the threat of malaria, and initiated a wide range of mitigating activities. We are pleased to report that the Malaria Incident Frequency Rate has dropped from 25.1 incidences per 200,000 hours, when the scheme was initiated in April, to 22.8 at the end of June. We are targeting an 20% reduction in malaria incidence this year, to a target of 20.1.

 

Production

 

Production in H1 showed strong sequential improvement, quarter on quarter, as the ramp up continued. This resulted in the sailing of 10 Ocean Going Vessels ("OGVs") in the 30 days up to 16 June 2013, which was announced on 18 June 2013. The Company aims to export an average of 10 OGVs per month, with seasonal fluctuations, to achieve a 20Mtpa run rate.

 

At the mine, the contract ore fleet continues to grow, now with 3 x Cat 6030 shovels and 45 x Cat 777 haul-trucks as the principal earthmoving equipment. In the first half of this year the fleet moved 8.7Mt of material, of which 7.5Mt was Phase 1 Direct Shipping Ore ("DSO") for a low internal stripping ratio of 0.2:1, with the balance being low grade ore and saprolite which will be processed during our next phase of operations. Saprolite and low grade ore stockpiles now stand at 5.5Mt.

 

Of the 7.5Mt DSO mined, 7.0Mt were processed through the various plant facilities, with the balance remaining as run-of-mine stockpiles at the end of the period. Following the conversion of the 1D plant to wet screening in July, all of the process plants produce standard washed and screened lump and fines DSO product. However, 1D retains the capability to produce the All-in-32 product ("A32") to create a lump blend, should it be required in future as part of the Company's shipping strategy.

 

These plants produced a total of 6.1Mt of saleable product, for a yield of 87%, at an average grade of 58.1% Fe, a small uplift from the 57.5% Fe headfeed grade.

 

With 5.5Mt of this material exported, stockpiles of DSO product at the mine continue to grow as planned. As part of the wet season strategy fines are being stockpiled, while lump is blended with A32 to produce lump blend - a Group C cargo - with no moisture limitations, for shipping during this wet season. At the end of the period the mine had 2.4Mt of saleable ore ready for export.

 

 

Q1 2013

Q2 2013

Change

YTD

MINING

Tonnes Phase 1 ("P1") Ore Mined

Mt

2.8

4.7

70%

7.5

Tonnes Other Ore Mined

Mt

0.5

0.7

49%

1.2

Grade P1 Ore Mined

% Fe

57.2

57.7

1%

57.5

Total Mined

Mt

3.3

5.5

67%

8.7

PROCESSING

Tonnes P1 Ore Treated

Mt

2.5

4.4

75%

7.0

Grade P1 Ore Treated

% Fe

57.4

57.7

1%

57.6

Total DSO Produced

Mt

2.2

4.0

81%

6.1

End of Period Product Stockpile

Mt at mine

1.8

2.4

35%

2.4

EXPORT

Total Exported (Wet)

Mt

2.1

3.4

65%

5.5

Lump

Mt

-

0.2

0.2

Fines

Mt

1.1

0.5

1.6

A32

Mt

1.0

1.4

2.4

Blend

Mt

-

1.4

1.4

Grade

% Fe

57.9

58.2

1%

58.1

Moisture

%

10.8

11.1

3%

11.0

Total Exported (Dry)

Mt

1.9

3.1

65%

4.9

Number of Vessels

#

12

20

67%

32

COSTS AND REVENUES

Cash Cost

$/t

49

40

-19%

43

Period Spot 58%

$/t

125

116

-7%

119

Freight Rate

$/t

19

18

-5%

18

Provisional FOB (dry)

$/t

87.70

77.83

-11%

81.56

Achieved FOB (dry)

$/t

89.30

69.85

-22%

77.20

 

 

The railway continues to operate without incident. Trains now consist of 4 locomotives and 112 wagons, delivering c. 8,000t per trip. The Project runs seven trains, with six locomotives and 264 wagons spare, an over-capacity of approximately 34% at the targeted 20Mtpa run rate.

 

The principal bottleneck to achieving the 20Mtpa target run rate had been the commissioning of the second large wagon dumper. The 6,000tph dumper number two was completed on 29 April, supplementing the 3,000tph dumper number one, which had previously constrained the operation to a maximum of between 12 and 14Mtpa.

 

With the second large dumper completed, the integrated mine, rail and port started to ramp up in earnest in early May, resulting in the achievement of 10 OGVs sailing within 30 days up to the 16 June.

 

As part of the initiative to support increased shipments, the fuel berth was completed to also act as a lay-by berth for our TSVs. This allows the waiting trans-shipper to berth immediately adjacent to the vessel being loaded as opposed to remaining at anchor in the harbour, and thus saving four hours of loading time.

 

Exports of 32 OGVs were achieved in H1. Of these, only 10 were standard lump and fines cargoes, with the remainder being A32 or lump blend. Whereas fines and A32 are considered Group A cargoes, capable of liquefaction and thus subject to transportable moisture limitations, lump and lump blend are considered Group C cargoes, and can be shipped irrespective of moisture content.

 

Maintenance issues with the trans-shippers have hindered exports during Q3. After a number of breakdown events with each of the vessels, the MV Nelvana had to be stood down for a number of weeks to repair a damaged propeller, requiring refitting in Europe. It is our expectation that this vessel will be back in service towards the end of September. The Company is procuring an additional TSV thereby providing additional shipping capacity and flexibility going forward.

 

All of the Company's assets - mine, plants, rail and port - continue to operate well, and our wet season strategy is succeeding. Recognising the slower than expected start to sales in Q3, and remaining cognisant of the effects of the wet season, we have prudently now reduced guidance to 11-13Mt for 2013.

 

Revenue

 

African Minerals currently exports essentially all of its production to China, and receives all of its revenues in US$. Our market strategy has been to commit 100% of our Phase 1 production to long term offtake contracts, predominantly with stakeholder counterparties. This provides us with confidence that we will be able to continue to sell our product through the full economic cycle.

 

The market for our product, be it fines, lump, blend or A32, remains strong. The low silica content of our ore makes it an attractive and sought after blending component. In H1 2013 all of our sales were made under fully committed offtake agreements to SISG, China Railway Materials Commercial Corporation ("CRM") and The Standard Bank of South Africa Ltd ("Standard Bank").

 

The key elements of pricing are the spot price (Platts 58% IODEX), freight rate, standard product discounts and investor discounts to our partner, SISG, and timing adjustments.

 

- Spot Price: Our product is priced with reference to the Platts 58% IODEX index, which peaked in Q1 in January at $136/t, falling to a low in June of $101/t. The average spot price in H1 was $119/t, while current Platts 58% IODEX spot price as at 9 September is $120.75/t. Prices are quoted per dry tonne landed in northern China.

 

- Freight Rate: Shipping rates for our Cape Size OGVs remained stable in the period, resulting in monthly average rates peaking in January at $19.46/t, falling to a low of $17.57 in May, with an average for the period of $18.20/t. Freight rates are quoted per wet metric tonne.

 

- Standard product discounts: Standard discounts for deleterious elements (mainly alumina) and other specifications were an average of $9/t. The blend and A32 products, which made up 65% of all shipments in H1, carry an additional $5/t discount over standard lump and fine products.

 

- Investor discount: During H1, the project delivered 3.14Mt, or 57% of all tonnage exported, to SISG under their discounted offtake agreement, with only 1.66Mt remaining to be delivered during H2. With approximately 5.5 -7.5Mt expected to be exported in H2, discounted offtakes are expected to make up 22-30% of shipments in H2. With the Free on Board ("FOB") Sierra Leone Reference Price between $60/t - $80/t, the SISG investor discount is 7.5%, and when it is between $80/t - $100/t the discount is 10%.

 

- Timing adjustments: Like many other iron ore exporters, the Tonkolili Project produces provisional invoices based on loading date spot prices, and receives final invoices based on landing date spot prices. Management makes estimates of the effect of changing spot prices between loading and landing, but where these occur over the end of a quarter, they remain estimates only, and are subject to later adjustment once final invoices are received. In Q1, the effect of prior period adjustments was approximately +$2/t, and in Q2 approximately -$8/t.

 

As a result of all of the above, the FOB received price in the first half of the year was $77/t. A royalty of 3.2% of revenue, adjusted for the CRM payments, was paid to the Government of Sierra Leone, as per the fiscal terms of the Mining Lease, amounting to $11m, in addition to payroll and other taxes.

 

As discussed, going forward we would expect the $5/t A32 discount to fall away once we start to ship standard products at the onset of the dry season, while the effect of the SISG discount will be reduced in H2 as delivery into the discounted offtake is completed.

 

Furthermore, the discount related to deleterious elements of our product is expected to contract too, as size specification penalties reduce with the shipping of a more closely graded lump and fines product.

 

 

 

All figures are US$/t on a dry basis unless otherwise specified

Q1 2013

Q2 2013

YTD

Tonnes Total (Mt)

2.09

3.45

5.53

Investor Discount Tonnes (Mt)

1.22

1.92

3.14

A32 / Lump Blend Tonnes (Mt)

0.96

2.62

3.59

% of Tonnes with Investor Discount

58%

56%

57%

% of Tonnes with A32/ Blend Discount

46%

76%

65%

Period Spot 58% CIF China

125.06

115.92

119.37

Moisture (%)

10.85

11.13

11.03

Freight Rate (Dry)

18.81

17.84

18.20

Freight Rate (Wet)

21.10

20.07

20.46

FOB Sierra Leone pre adjustments

103.96

95.85

98.91

Deleterious Elements

8.65

9.08

8.92

FOB SL Reference Price

95.31

86.77

90.00

Investor Discounts (7.5 - 10%)

Pro Rata

5.30

5.14

5.19

A32 Discounts ($5/t)

Pro Rata

2.31

3.80

3.24

Provisional FOB

87.70

77.83

81.56

Timing Adjustments

1.60

- 7.98

- 4.37

Achieved FOB

89.30

69.85

77.20

 

The revenue recognised in the accounts, though, includes an additional amount associated with the unwinding of the deferred income associated with the discounted offtake. 

 

Operating Costs

 

The Company now reports its cash operating costs on the internationally accepted C1 basis, being the cash cost of goods sold. This measure excludes royalties, selling costs (including demurrage) and corporate office costs, which are reported separately.

 

C1 cash cost for the half year was $43/t, on a free on board ("FOB") basis. Cash cost trended downwards, in line with increasing production levels, from $49/t in Q1 to $40/t in Q2. In June, cash cost was $36/t at a run rate of 16Mtpa.

 

We remain confident that costs will continue to fall during H2 towards the targeted $30/t cash cost, commensurate with the delivery of a run rate of 20Mtpa over a sustained period.

 

Other costs at the project level included payment to CRM of $22m as part of the agreed marketing and agency fee associated with their offtake, and demurrage in H1 of $6m, equivalent to 5 waiting days per ship in H1. With steady state production, demurrage is expected to drop significantly.

 

Sustaining capital, largely associated with establishment of tailings dam facilities, the 1D plant conversion and Pepel camp upgrade, totalled $30m in the half year.

 

AML is committed to reducing costs at both the operational and corporate level. Initiatives have already been enacted, reducing corporate and services headcount by 40%, and further initiatives are planned over the coming months targeting a steady state corporate office overhead (London and Sierra Leone) of less than $30m pa.

 

Capital Costs

 

Expenditure on Phase 1 capital costs amounted to approximately $126m in H1, and is now largely complete.

 

Expenditure on the next stage of our development, the Phase 2 expansion into the saprolite hematite part of the orebody, commenced in H1 2013. To the end of June 2013, Phase 2 capital expenditure amounted to $25m.

 

Balance Sheet

 

As at 30 June 2013, the Group had the following available cash and debt facilities (all in US$m):

 

Debt Facility

Drawn

Undrawn

Convertible Bond

400

400

Standard Bank Cost Overrun Facility

75

75

Vendor Finance

188

155

33

PXF

250

201

49

Total Debt

913

831

82

Cash

 502

Trade and other receivables / payables

(165)

Net Debt

 494

 

At the end of the period, $461m of the cash on the balance sheet remained restricted for use in the expansion of the project.

 

Phase 2 Expansion

 

Early works are continuing to focus, amongst other things, on the mineralogy of the saprolitic hematite orebody. At the time of the establishment of the 1.1Bnt resource in this part of the orebody, test work demonstrated that a 64% concentrate could be produced through gravity methods (dense media separation in this case) after grinding to a coarse 1mm. Mineralogical test work continues to better define this process, which is likely to incorporate spiral classification as the commercial recovery method.

 

Life of Mine planning is also continuing, and we are considering options such as depleting each part of the orebody sequentially versus progressing across the orebody concurrently exploiting saprolite and magnetite, as well as remnant DSO. Current planning is also considering the location and timing of a number of modular concentrator units.

 

Together with our partner SISG, we are considering how to maximise the capacity of the existing infrastructure without necessarily investing significant funds in an infrastructure upgrade. We are considering how prolonging the life of our assets, and making them work harder to well above 20Mtpa would provide a better IRR and a greater return to shareholders than progressing directly to the previously stated Phase 2 target of 35Mtpa. SISG and AML remain committed to appropriate expansions, and to accessing higher value 64% hematite and 70% magnetite products, but in the most cost effective manner, improving revenues and reducing capital costs, thus increasing free cash flow.

 

Until such assessments as to the real capacity of our infrastructure has been completed, work regarding the doubling up of the track and the upgrading of the port at Pepel has been put on hold.

 

We expect to provide further information regarding the next expansion, including power supply solutions, capital requirements, funding arrangements and the establishment of the project level debt banking syndicate, in due course.

 

Corporate

 

The Company continues to work towards aligning its governance with that described in the UK Corporate Governance Code of the Financial Reporting Council.

 

Until recently the make-up of the Board consisted of four executive directors, three non-independent, and four independent non-executive directors. In July 2013, the Board appointed Mr Ian Cockerill as independent director and Vice Chairman. At the same time, Roger Liddell was confirmed as Senior independent director.

 

On 14 August 2013, AML announced the appointment of Bernie Pryor as CEO, and Matthew Hird as CFO from 1 October 2013. Following the stepping down of Miguel Perry on 30 September 2013, the AML Board will have three executive directors, three non-independent directors, and four independent non-executive directors. The Board's nominations committee continues to assess other candidates with a view to establishing a Board with a majority of independent directors.

 

African Mineral's close relationship with its partners SISG and CRM lead from time to time to related party issues. These are fully communicated and disclosed in the normal course of business. A related party notification is also released to the market today regarding the settlement of previous warranty breaches and guarantees resulting from the SISG investment into 25% of the project in March 2012, totalling an additional $56m, payable by the project. The repayment of this amount to SISG has been deferred by SISG to provide working capital support for the operating companies.

 

It remains the aim of the project company Board to pay out as much of the earnings from the project as possible - with due regard to future cash requirements at the project level - to the project's shareholders, AML and SISG.

 

AML will be in a position to consider how best to apply the resulting cash to optimise shareholder returns, while maintaining adequate liquidity to support the business and its growth plans, only once it has completed its strategic work regarding the right-sizing of the Phase 2 expansion over the coming months. We expect to be able to discuss this in more detail at the time of our preliminary results for 2013.

 

Community

 

Consideration of the environmental impact of our mining, processing, rail, port and trans-shipping operations is an important part in our planning, development and operating activities. The Group is committed to operating responsibly and sustainably.

 

Our community engagement initiatives include the upgrading of medical facilities, schooling programmes, improved social services, industrial and agricultural support programmes, cultural and sporting projects, amongst many others across the 200km+ footprint of our activities.

Financial Review

Financial result HY 2013

The Company has successfully progressed the Tonkolili project from exploration, development, construction, commissioning and ramp up, and now into formal production.

 

As such revenue, operating costs, and depreciation regarding the project are now being recognised from 1 January 2013 in the income statement.

 

In 2012, iron ore sales and operating costs were capitalised to assets under construction, since the Group's infrastructure and mining assets were still undergoing commissioning.

 

Summary Financial Results

6 Months

6 Months

Ended

ended

$m 

30 June 2013

30 June 2012

Revenue

404.8

 -

EBITDA 1

99.5

(14.3)

As % of revenue

24.6%

 -

Loss before taxation

(24.6)

(86.0)

Income tax

(4.8)

(0.1)

Loss for the period

(29.4)

(86.2)

Loss per share (US cents)

(9.3)

(26.2)

1 The Group calculates EBITDA as profit from continuing operations before tax and finance plus depreciation and amortisation and operating exceptional items.

Revenue $404.8m(HY 2012: nil, capitalised)

 

The Group recorded revenues of $404.8m in the period from 5.5m tonnes of exports. Revenues are discussed in detail in the Operational Review section above.

 

The 5.5Mt of exports contained 4.9Mt of dry iron ore, with a FOB received price of $77.2 per tonne, for direct cash receipts of $381.5m. In addition, a further $23.3m was released from the deferred income of the discounted offtake from the balance sheet.

 

Cost of sales $296.1m(HY 2012: nil, capitalised)

 

The group recorded $236.0m of C1 cash costs for the period, on a free on board basis. Cash costs are discussed in detail in the Operational Review section above. Also included in cost of sales is $60.1m depreciation.

 

Gross profit 26.8%(HY 2012: nil, capitalised)

 

As a result of the factors discussed above, the Group's gross profit was $108.7m, yielding a gross margin of 26.8%. There is no comparable gross margin due to the capitalisation of cost of sales and crediting of sales to assets under construction in 2012.

Operating loss $18.4m(HY 2012: Loss $119.4m)

 

The Group's operating loss results from $108.6m gross profit discussed above, less operating costs of $127.0m (HY 2012: $119.4m). Operating costs comprise $69.3m (HY 2012: $14.5m) selling, general and administrative expenses and $57.7m (HY 2012: $104.9m) operating non-recurring exceptional items.

 

Selling, general and administrative expenses principally comprise $39.9m (HY 2012: $nil, capitalised) sales and distribution costs, $16.6m (HY 2012: $4.0m) corporate wages and salaries, $4.7m travel expenses (HY 2012: $1.5m) and $2.0m share based payments (HY 2012: $4.1m)

 

Exceptional non-recurring operating items include provision of $40.0m in respect of production guarantees and warranty claims to SISG, (HY 2012: nil), the derecognition of assets under construction of $6.2m (HY 2012: nil), onerous offtake contracts and contractor claims of $8.2m (2012: $55.0m) and transaction costs and other professional fees of $3.3m (HY 2012: $31.9m). In HY 2012 $104.9m exceptional operating items included $86.9m transaction costs incurred in relation to the Shandong Iron and Steel Group transaction and $18.0m fuel misappropriation.

 

Loss after taxation $29.4m(HY 2012: $86.2m)

 

The Group's loss before taxation for the year of $24.6m principally arises from finance costs $36.3m (HY 2012: nil, capitalised), impairment charge $39.7m (HY 2012: nil), imputed interest cost of deferred income of $34.1m (HY 2012 : nil) and $18.4m operating loss discussed above, offset by a fair value gain on SISG put option of $103.8m (HY 2012: $53.1m)

 

Finance costs of $36.3m principally comprise convertible bond interest of $22.1m at effective interest rate of 12.62%, $5.5m asset financing facility interest and $4.3m cost overrun facility interest.

 

The Group recognised an imputed interest cost of $34.1m in the period, being the imputed interest charge associated with the $23.4m of unwinding of the discount from the SISG discounted offtake agreement for the purchase of iron ore, recorded as deferred income (see revenue, above).

 

As part of the Group's impairment review as at 30 June 2013, management has deemed Cape Lambert Resources Limited ($30.2m) and Obtala Resources Limited ($9.5m) investments impaired. Each listed investment has significantly decreased in market valuation for a prolonged period and under IFRS, the Group has recorded impairments in the income statement.

 

The fair value gain on financial instruments of $103.8m recognised by the Group is the movement recorded through the Income Statement on revaluation of the SISG non-controlling interest put option.

 

A put option exists in the SISG agreement whereby SISG can sell back its 25% interest in the project companies at fair value, in the unlikely event Frank Timis (Executive Chairman) voluntarily chooses to resign from the Board. Under IFRS the shares held by SISG are not recognised as non-controlling interest within equity and instead the put option is accounted for as a financial liability.

 

The Group's loss after tax for the period was $29.4m compared to $86.2m in the six months to 30 June 2012. A taxation charge of $4.8m was incurred in the period.

 

Other Comprehensive Income $11.1m (HY 2012: $20.5m loss)

 

Other comprehensive income of principally comprises reclassification of previous losses on available for sale investments. As discussed above, Cape Lambert Limited and Obtala Resources Limited investments have been impaired by $39.7m as at 30 June 2013 of which $28.6m relates to the reduction in fair value of the investments from 1 January to 30 June 2013.

 

Balance sheet

 

The Group transferred $2,516.8m of assets under construction to property, plant & equipment during the six months ended 30 June 2013. The depreciation on this property, plant & equipment totalled $60.1m for the period. $30m remaining in assets under construction predominantly relates to Phase II expenditure. As detailed above, there is asset derecognition of $6.2m in the period, this is due to a camp at the mine that was relocated.

 

As at 30 June 2013 the Group had total cash and cash equivalents of $501.6m, of which $460.9m is restricted, earmarked for funding of Phase 2 project expansion.

 

Borrowings are held at amortised cost on the balance sheet of $783.2m. The $202.0m increase in the period is principally due to project-level financing net of transaction fees of $208.7m and accrued convertible bond interest of $22.1m, less repayments of $12.4m.

 

Total equity decreased by $15.7m in the period to $1,035.8m. The movement is principally comprised an increase in accumulated deficit of $30.9m offset by $10.7m increase in fair value reserves due to impairment of investments as discussed and increase $1.8m in equity reserves due to share based payments.

 

The non-controlling interest put option liability of $602.2m recognised, as detailed above, is management's best estimate of the amount of the fair value that would be payable to SISG in the unlikely event Frank Timis voluntarily leaves the Board and SISG exercises its option to sell back its interest.

 

SISG

Deferred

non-controlling

income

interest

1 January 2013 liability balance

537,237

706,093

Release of deferred income

(23,358)

 -

Unwinding of time value of money

34,050

 -

Gain on revaluation of put option

 -

(103,849)

30 June 2013 liability balance

547,929

602,244

 

The deferred income of $547.9m recognised as at 30 June 2013, as outlined above is the present value of the iron ore offtake discount that SISG will receive under the agreement. As at 1 January 2013 the offtake was recognised as $537.2m. The increase of $10.7m relates to the adjustment to present value of the discount of $34.1m, offset by sales discount of $23.4m as detailed above.

 

Trade and other payables have decreased by $44.0m to $304m as at 30 June 2013, principally due to supplier payments made in the period.

 

Provisions of $58.1m mostly comprise decommissioning and restoration provision $31.5m recognised as at 30 June 2013, onerous contracts and contractor claims of $9.5m and legal disputes $6.2m.

 

Post Balance Sheet Events

 

As at 30 June 2013, the project companies had $461m of restricted cash, substantially earmarked for Phase II project expansion expenditure. Subsequent to the period end the Operating Company shareholders have agreed to the release of $156m from these funds, which will be used for working capital purposes and repayment of intercompany loans.

 

As at 30 June 2013, the Group had failed the debt service cover ratio loan covenant on each of the two Asset Financing Facilities. Post balance sheet, an amendment was agreed with Standard Bank to the covenant calculation as at 30 June 2013 and in subsequent periods to avoid a breach of covenant. Given that the amendment was received for each facility post balance sheet, the facilities have been classified as current liabilities as at 30 June 2013, irrespective of their maturity dates.

 

 

DIRECTORS' RESPONSIBILITY STATEMENTS

The Interim Report is the responsibility of, and has been approved by, the Directors.We confirm that to the best of our knowledge:- the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union;- the Interim Report includes a fair review of the important events during the first six months; and- the Interim Report includes a fair review of disclosure of related party transactions and changes therein.

The Directors are also responsible for the maintenance and integrity of the African Minerals Limited website.For and on behalf of the BoardMiguel PerryChief Financial Officer

INDEPENDENT REVIEW REPORT

INDEPENDENT REVIEW REPORT TO AFRICAN MINERALS LIMITEDIntroductionWe have been engaged by the Company to review the interim condensed consolidated financial statements in the Interim Report for six months ended 30 June 2013 which comprises the Interim Consolidated Statement of Comprehensive Income, Interim Consolidated Statement of Financial Position, Interim Consolidated Statement of Cash Flow, Interim Consolidated Statement of Changes in Equity and related notes 1 to 16. We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim condensed consolidated financial statements.This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group, for our work, for this report, or for the conclusions we have formed.Directors' ResponsibilitiesThe Interim Report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Report in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The interim condensed consolidated financial statements included in this Interim Report have been prepared in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.

Our ResponsibilityOur responsibility is to express to the Company a conclusion on the interim condensed consolidated financial statements in the Interim Report based on our review. Scope of ReviewWe conducted our review in accordance with 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. ConclusionBased on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial statements in the Interim Report for the six months ended 30 June 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union. Emphasis of matterIn forming our opinion on the interim condensed consolidated financial statements, we have considered the adequacy of the disclosures made in note 2 to the interim condensed consolidated financial statements concerning the Group's ability to continue as a going concern. The conditions described in note 2 indicate the existence of material uncertainties which may cast significant doubt about the Group's ability to continue as a going concern. The interim condensed consolidated financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.Ernst & Young LLPLondon10 September 2013

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(Unaudited)

(Audited)

Six Months

Six Months

Year Ended

Ended 30 June

Ended 30 June

31 December

2013

2012

2012

Notes

US$ 000's

US$ 000's

US$ 000's

Revenue

404,788

 -

 -

Cost of sales

(296,138)

 -

 -

Gross profit

108,650

 -

 -

Sales and distribution costs

3

(39,949)

 -

 -

General and administrative expenses

3

(29,366)

(14,464)

(27,886)

Operating exceptional items

3

(57,703)

(104,892)

(197,720)

Operating loss

(18,368)

(119,356)

(225,606)

Impairment

4

(39,737)

 -

 -

Interest income

26

1,380

2,198

Finance costs

(36,326)

 -

 -

Imputed interest cost of deferred income

11

(34,050)

 -

(39,497)

Fair value gain on non-controlling interest put option

11

103,849

53,061

288,355

Loss on derecognition of borrowings

 -

(21,133)

(21,133)

(Loss)/profit before tax for the period

(24,606)

(86,048)

4,317

Taxation (charge)/credit

9

(4,788)

(149)

27,834

(Loss)/profit after taxation for the period

(29,394)

(86,197)

32,151

Attributable to:

Equity holders of the parent

(30,971)

(86,240)

36,008

Non-controlling interest

1,577

43

(3,857)

(29,394)

(86,197)

32,151

Other comprehensive (expense)/income

Items that will be reclassified subsequently to profit and loss:

Fair value movement on available for sale investments

(28,607)

(21,304)

(26,504)

Reclassification of previous losses on available for sale investments

39,737

 -

 -

Deferred taxation on available for sale investments

 -

766

771

11,130

(20,538)

(25,733)

Total comprehensive (expense)/income for the period

(18,264)

(106,735)

6,418

Attributable to:

Equity holders of the parent

(19,841)

(106,778)

10,275

Non-controlling interest

1,577

43

(3,857)

Basic (loss)/earnings per share - cents

6

(9.34)

(26.16)

10.90

Diluted (loss)/earnings per share - cents

6

(9.34)

(26.16)

10.09

 

 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Audited)

(Unaudited)

(Unaudited)

Year Ended

30 June

30 June

31 December

2013

2012

2012

Notes

US$ 000's

US$ 000's

US$ 000's

Non-current assets

Exploration and evaluation assets

7,605

7,518

7,559

Intangible assets

2,355

3,868

2,788

Assets under construction

8

30,074

1,860,132

2,361,623

Property, plant & equipment

8

2,485,782

26,096

29,162

Available for sale investments

4

13,065

46,692

41,492

Inventories

30,042

 -

27,263

Deferred tax assets

9

60,407

37,207

65,196

Deposits

 -

3,000

3,000

Total non-current assets

2,629,330

1,984,513

2,538,083

Current assets

Trade and other receivables

136,169

67,709

90,414

Inventories

64,272

58,977

56,825

Cash and cash equivalents

7

501,575

1,164,571

601,925

Total current assets

702,016

1,291,257

749,164

Total assets

3,331,346

3,275,770

3,287,247

Equity

Share capital

3,314

3,302

3,312

Share premium account

902,985

902,098

902,307

Equity reserves

139,839

140,540

137,972

Fair value reserve

(50)

(5,985)

(11,180)

Accumulated deficit

(147,638)

(238,915)

(116,666)

Equity attributable to owners of the parent

898,450

801,040

915,745

Non-controlling interest

137,347

137,539

135,770

Total equity

1,035,797

938,579

1,051,515

Non-current liabilities

Interest-bearing loans and borrowings

10

493,109

408,656

327,651

Deferred income

11

520,731

495,781

506,356

Decommissioning and other provisions

12

33,130

3,512

1,465

Total non-current liabilities

1,046,970

907,949

835,472

Current liabilities

Interest-bearing loans and borrowings

10

290,058

134,007

253,553

Trade and other payables

300,437

250,106

344,415

Tax payable

3,630

3,441

3,022

Deferred income

11

27,198

9,771

30,881

Non-controlling interest put option

11

602,244

941,387

706,093

Decommissioning and other provisions

12

25,012

90,530

62,296

Total current liabilities

1,248,579

1,429,242

1,400,260

Total liabilities

2,295,549

2,337,191

2,235,732

Total equity and liabilities

3,331,346

3,275,770

3,287,247

For and on behalf of the Board

Miguel Perry

Chief Financial Officer

10 September 2013

 

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOW

(Audited)

(Unaudited)

(Unaudited)

Year Ended

30 June

30 June

31 December

2013

2012

2012

Notes

US$ 000's

US$ 000's

US$ 000's

Cash flows from operating activities

(Loss)/profit before tax from operations

(24,606)

(86,048)

4,317

(24,606)

(86,048)

4,317

Adjustments to add/(deduct) non-cash items:

Depreciation of property, plant & equipment

8

60,145

173

808

Amortisation of intangible assets

3

432

158

588

Derecognition of assets under construction

6,178

 -

41,490

Fuel misappropriation

 -

18,000

18,000

Imputed interest cost of deferred income

11

34,050

 -

39,497

Finance costs

36,326

 -

 -

Unrealised foreign exchange loss

17

269

315

Impairment of available for sale investments

39,737

 -

 -

(Decrease)/increase in provisions

12

(37,284)

90,530

62,296

Release of deferred income

11

(23,358)

 -

 -

Fair value gain on non-controlling interest put option

11

(103,849)

(53,061)

(288,355)

Share based payments

1,957

3,882

5,077

Interest income

(26)

(1,380)

(2,198)

Operating cash flows before working capital changes

(10,281)

(27,477)

(118,165)

Proceeds from Shandong off take agreement

11

 -

505,552

505,552

Increase in inventories

(10,226)

(906)

(4,419)

Increase in trade and other receivables

(93,551)

(50,343)

(25,864)

Increase/(decrease) in other non-current liabilities

155

1,614

(433)

(Decrease)/increase in trade, taxation and other payables

(43,370)

(13,550)

51,730

Net cash flow from operating activities

(157,273)

414,890

408,401

Cash flows from investing activities

Interest received

26

1,380

247

Expenditure for exploration and evaluation assets

(46)

(43)

(84)

Payments to purchase property, plant & equipment

(178,065)

(317,813)

(1,029,595)

Proceeds received from ore sales (commissioning adjustment)

50,796

96,903

242,265

Payments to acquire software

 -

(1,978)

(1,328)

Net cash outflow from investing activities

(127,289)

(221,551)

(788,495)

Cash flows from financing activities

Proceeds from sale of interests in subsidiaries

11

 -

994,448

994,448

Proceeds of exercise of options and warrants

590

2,794

3,610

Proceeds from convertible bond issue

 -

400,000

400,000

Proceeds from borrowings

217,409

24,326

83,105

Repayment of borrowings

(12,437)

(421,279)

(446,460)

Interest paid and costs of financing

(21,333)

(45,243)

(68,834)

Net cash inflow from financing activities

184,229

955,046

965,869

Net (decrease)/increase in cash and cash equivalents

(100,333)

1,148,385

585,775

Net foreign exchange difference

(17)

(279)

(315)

Cash and cash equivalents at beginning of period

601,925

16,465

16,465

Cash and cash equivalents at end of period

501,575

1,164,571

601,925

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

For the financial year 2012, six months ended 30 June 2013 and six months ended 30 June 2012

 

 

 

Attributable to equity holders of the parent

 

 

Share

Share premium

Equity

Fair value

Accumulated

Total attributable to owners of the parents

Non-controlling

 

capital

account

reserves

reserves

deficit

interest

Total

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

 

 

 

As at 1 January 2012

3,290

1,033,065

83,877

14,553

(152,675)

982,110

 -

982,110

 

Loss after taxation

 -

 -

 -

 -

36,008

36,008

(3,857)

32,151

 

Fair value movements on available for sale investments

 -

 -

 -

(26,504)

 -

(26,504)

 -

(26,504)

 

Reclassification of previous losses on available for sale investments

 -

 -

 -

 -

 -

 -

 -

 -

 

Deferred taxation on available for sale investments

 -

 -

 -

771

 -

771

 -

771

 

Other comprehensive income

 -

 -

 -

(25,733)

36,008

10,275

(3,857)

6,418

 

Allotments during the year

22

3,588

63,097

 -

 -

66,707

 -

66,707

 

Transaction cost - equity issues

 -

(2,538)

 -

 -

 -

(2,538)

(2,538)

 

Share-based payments

 -

 -

(1,183)

 -

 -

(1,183)

 -

(1,183)

 

Reserves transfer - options

 -

6,854

(6,854)

 -

 -

 -

 -

 -

 

Reserves transfer - warrants

 -

965

(965)

 -

 -

 -

 -

 -

 

Non-controlling interest

 -

(139,627)

 -

 -

 -

(139,627)

139,627

 -

 

As at 31 December 2012 (Audited)

3,312

902,307

137,972

(11,180)

(116,667)

915,744

135,770

1,051,514

 

 

 

As at 1 January 2013

3,312

902,307

137,972

(11,180)

(116,667)

915,744

135,770

1,051,514

 

Loss after taxation

 -

 -

 -

 -

(30,971)

(30,971)

1,577

(29,394)

 

Fair value movements on available for sale investments

 -

 -

 -

(28,607)

 -

(28,607)

 -

(28,607)

 

Reclassification of previous losses on available for sale investments

 -

 -

 -

39,737

 -

39,737

 -

39,737

 

Deferred taxation on available for sale investments

 -

 -

 -

 -

 -

 -

 -

 -

 

Other comprehensive income

 -

 -

 -

11,130

(30,971)

(19,841)

1,577

(18,264)

 

Allotments during the year

2

588

 -

 -

 -

590

 -

590

 

Transaction cost - equity issues

 -

 -

 -

 -

 -

 -

 -

 

Share-based payments

 -

 -

1,957

 -

 -

1,957

 -

1,957

 

Reserves transfer - options

 -

 -

 -

 -

 -

 -

 -

 -

 

Reserves transfer - warrants

 -

90

(90)

 -

 -

 -

 -

 -

 

Non-controlling interest

 -

 -

 -

 -

 -

 -

 -

 -

 

As at 30 June 2013 (Unudited)

3,314

902,985

139,839

(50)

(147,638)

898,450

137,347

1,035,797

 

 

 

 

Attributable to equity holders of the parent

 

 

Share

Share premium

Equity

Fair value

Accumulated

Total attributable to owners of the parents

Non-controlling

 

capital

account

reserves

reserves

deficit

interest

Total

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

 

 

 

As at 1 January 2012

3,290

1,033,065

83,877

14,553

(152,675)

982,110

 -

982,110

 

Loss after taxation

 -

 -

 -

 -

(86,240)

(86,240)

43

(86,197)

 

Deferred taxation on available for sale investments

 -

 -

 -

766

 -

766

 -

766

 

Reclassification of previous losses on available for sale investments

 -

 -

 -

 -

 -

 -

 -

 -

 

Fair value movements on available for sale investments

 -

 -

 -

(21,304)

 -

(21,304)

 -

(21,304)

 

Other comprehensive income

 -

 -

 -

(20,538)

(86,240)

(106,778)

43

(106,735)

 

Allotments during the period

12

2,783

63,097

 -

 -

65,892

 -

65,892

 

Transaction cost - equity issues

 -

 -

 -

 -

 -

 -

 -

 

Share-based payments

 -

 -

(2,688)

 -

 -

(2,688)

 -

(2,688)

 

Reserves transfer - options

 -

3,746

(3,746)

 -

 -

 -

 -

 -

 

Reserves transfer - warrants

 -

 -

 -

 -

 -

 -

 -

 -

 

Non-controlling interest

 -

(137,496)

 -

 -

 -

(137,496)

137,496

 -

 

As at 30 June 2012 (Unaudited)

3,302

902,098

140,540

(5,985)

(238,915)

801,040

137,539

938,579

 

 

 

 

1. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES

 

Basis of preparationThe unaudited interim condensed consolidated financial statements for the six months ended 30 June 2013 have been prepared in accordance with International Accounting Standard ('IAS') 34 Interim Financial Reporting as adopted by the European Union. The unaudited condensed set of financial statements does not include all of the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements.The unaudited interim condensed consolidated financial statements for the six months ended 30 June 2013 do not constitute statutory accounts and have been drawn up using accounting policies and presentation consistent with those applied in the audited accounts for the year ended 31 December 2012.The financial information for the year ended 31 December 2012 has been extracted from the statutory accounts for that period. The auditor's report for the year ended 31 December 2012 was unqualified.

 

 

Changes in accounting policies

 

The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those applied in the preparation of the consolidated financial statement for the year ended 31 December 2012, except for the adoption of the following standards and interpretations: - IFRS 13 "Fair value measurement", applicable for annual periods beginning on or after 1 January 2013IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The IFRS affects disclosure and has no impact on the Group's financial position and performance - IAS 1 "Financial statements presentation - Presentation of items in other comprehensive income", applicable for annual periods beginning on or after 1 July 2012The amendments to IAS 1 change the grouping of items presented in other comprehensive income. Items that could be reclassified (or recycled) to profit and loss at a future point in time would be presented separately from items that will never be reclassified. The amendment affects presentation only and has no impact on the Group's financial position and performance. - IAS 19 "Employee benefits (amendment)", applicable for annual periods beginning on or after 1 January 2013The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and re-wording. The application of this new standard has no impact on the Group's financial position or performance. - "Improvements to IFRSs (issued in May 2012)", applicable for annual periods beginning on or after 1 January 2013The IASB issued improvements to IFRSs, including IAS 1 Presentation of Financial Statements, IAS 16 Property Plant and Equipment, IAS 32 Financial Instruments, Presentation, and IAS 34 Interim Financial Reporting. The Group made an assessment of the improvements to IFRSs and determined there is no significant impact in its financial position and performance.The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

 

 

 

Commissioning and production start dateManagement has deemed the Tonkolili project and related infrastructure substantially complete and ready for its intended use from the beginning of January 2013 following the removal of the bottleneck on 8/9 January 2013. Management has assessed each stage of the asset under construction process to determine when it moves into the production stage, this being when the asset is substantially complete and ready for its intended use. Some of the criteria used to identify the production start date included, but are not limited to:- Ability for infrastructure to deliver substantial tonnage of iron ore from mine to ship- Ability to produce iron ore in saleable form and within specificationsWhen a mine development/construction project moves into the production stage, the capitalisation of certain mine development/construction costs ceases and costs are either regarded as forming part of the cost of inventory or expensed, except for costs that qualify for capitalisation relating to asset additions or improvements, mine development or mineable reserve development. It is also at this point that depreciation/amortisation commences.On 1 January 2013, the capitalisation of certain mine development/construction costs ceased and costs are either regarded as forming part of the cost of inventory or expensed, except for costs that qualify for capitalisation relating to asset additions or improvements, mine development or mineable reserve development. It is also at this point that depreciation/amortisation commences and revenues are recognised in the statement of comprehensive income.

 

Mine decommissioning and restoration provision

 

 

The Group has recognised a mine decommissioning and restoration provision as at 30 June 2013 and will assess this provision at each reporting date. Significant estimates and assumptions are made in determining the provision for mine rehabilitation as there are numerous factors that will affect the ultimate amount payable. Provision calculations assume a discount rate of 10% and inflation of 6%. Decommissioning and restoration costs are provided at the present value of the expenditures expected to settle the obligation, using estimated cash flows based on current prices over the assumed life of mine of 40 years. The provision at the reporting date represents management's best estimate of the present value of the future rehabilitation costs required.

 

 

Segment reportingThe Group is managed as a single operating segment which developed a mine and related infrastructure achieving commercial production from the beginning of January 2013. In accordance with IFRS 8 Operating Segments, the Group presents its results in a single segment which are disclosed in the Statement of Comprehensive Income for the Group.The Group does not have any significant non-current assets that are located in the country of domicile of the Group. The majority of the non-current assets are located in Sierra Leone.

 

2. GOING CONCERN

 

 

 

The Group has prepared a detailed cash flow forecast through to 31 December 2014 that supports the conclusion of the Directors that it will be able to operate as a going concern.

Whilst the Group achieved a run rate of 20mtpa for a 30 day period in 2013, it was unable to sustain these levels in Q3 2013 principally due to operational issues associated with the trans-shippers, resulting in a shortfall in sales that tightened the cash position.

Until such time as the Group has established a proven operating history there can be no certainty that the Group's forecast can be met. If as a result of further operational issues the Group is unable to sustain production and sales in line with forecast it may have to seek waivers for any breaches in covenants and additional funds for working capital purposes, including a further release of restricted cash (see below).

Whilst the Group has a significant cash balance on hand as at 30 June 2013, a large portion of those funds are earmarked for Phase II project expansion expenditure. Subsequent to the period end the Operating Company shareholders have agreed to the release of $156m from these funds, which will be used for Phase I working capital purposes and partial repayment of the Cost Overrun Facility (COF). This supports the availability of the remaining $305m restricted cash balance in the event further working capital is required, significantly reducing the level of uncertainty relating to the Operating Companies' ability to continue as a going concern.

Subsequent to the period end the Group has also agreed revised covenant terms on its equipment financing facilities from Standard Bank. This action will avoid covenant breaches that would otherwise have arisen due to operational issues experienced in Q3 as described above.

The Group is also in discussions with Standard Bank to i) amend certain covenants related to the Pre-Export Finance facility to avoid potential breaches in December 2013 resulting from the aforementioned operational issues in Q3 and ii) amend the terms of the COF to avoid Standard Bank calling for early repayment.

Following the release of $156m of restricted cash, part of which is intended to partially repay the COF, the Directors are confident of the Company's ability to reach agreement with Standard Bank to avoid breaching the terms of the relevant loan agreements, which if not successful, would result in a requirement to repay the loans.

The Directors have concluded that the matters discussed above represent material uncertainties that may cast significant doubt over the Group's ability to continue as a going concern. Nevertheless, the Directors after making enquiries and considering the material uncertainties are confident that the Group will continue to have adequate resources to continue in operation for the foreseeable future. For this reason, the unaudited interim condensed consolidated financial statements of the Group have been prepared on a going concern basis.

Accordingly, these unaudited interim condensed consolidated financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the Group was unable to continue as a going concern.

 

 

 

3. NET OPERATING EXPENSES

 

 

(Unaudited)

(Unaudited)

(Audited)

 

30 June

30 June

31 December

 

2013

2012

2012

 

Note

US$ 000's

US$ 000's

US$ 000's

 

 

 

Sales and distribution costs

39,949

 -

 -

 

 

General and administrative expenses

 

Depreciation of property and equipment - corporate

381

173

808

 

Amortisation of intangible assets

432

158

588

 

Wages and salaries - corporate

16,614

4,075

7,110

 

Share based payments expense

1,957

3,882

5,077

 

Travel

4,705

1,502

3,347

 

Insurance

2,556

623

528

 

Other operating charges

2,721

4,051

10,428

 

29,366

14,464

27,886

 

Operating exceptional items 1

 

Fuel misappropriation

 -

18,000

18,000

 

Penalties for SISG warranty breach

5

39,970

 -

51,056

 

Onerous offtake contracts and contractor claims

8,241

55,000

55,000

 

Transaction costs and other professional fees

3,314

31,892

32,174

 

Derecognition of assets under construction

6,178

 -

41,490

 

57,703

104,892

197,720

 

 

127,018

119,356

225,606

 

 

1 Operating exceptional items are significant items of income and expense, presented separately, due to their nature or the expected infrequency of the events giving rise to them.

 

 

The misappropriated fuel amount of $18,000,000 in 2012, which is management's best estimate, recorded in the period was previously capitalised within property, plant & equipment and assets under construction. Management have taken a number of measures to mitigate the risk of further such losses occurring.

 

 

Offtake contracts and contractor claims $8,241,000 (30 June 2012: $55,000,000; 31 December 2012: $55,000,000) comprise compensation charges for an inability to fulfil offtake contracts and contractor claims.

 

 

Transaction costs and other professional fees include $3,314,000 consultancy fees in the six months to 30 June 2013. In 2012 the $31,892,000 includes SISG transaction costs and other professional fees.

 

Mine accommodation expenditure of $6,178,000 (30 June 2012: $nil; 31 December 2012: $41,490,000) was derecognised in the period relating to a camp at the mine that was relocated. In H2 2012 the derecognised expenditure related to rail refurbishment.

 

 

 

4. IMPAIRMENT

As part of the Group's impairment review as at 30 June 2013, management have recorded impairment of $39,737,000 relating to an impairment of available for sale investments.

 

Management have deemed Cape Lambert Resources Limited impaired by $30,172,000 and Obtala Resources Limited impaired by $9,565,000. Each listed investment has significantly decreased in market valuation for a prolonged period and under IAS 39, the Group has recognised impairment in the income statement.

 

 

5. PENALTIES FOR WARRANTY BREACH

The agreements with SISG guarantee that the Group's Tonkolili operation would reach a production rate of 12mtpa by the start of 2013. This rate was not achieved until 1 May 2013 for which SISG has claimed compensation. The agreements also contain warranties by the Group about the business and finances of the project companies as at the closing of the transaction, and certain breaches have been identified and claimed by SISG.

 

The Group has reached a commercial settlement of these claims with SISG, which is in full and final settlement of all production guarantees, and all warranty claims except those relating to environment and tax which have a longer limitation period. A penalty expense of $39,970,000 has been recognised, which represents the agreed settlement amount for the period up to 30 June 2013.

 

(Unaudited)

(Unaudited)

(Audited)

 

6. EARNINGS PER SHARE

30 June

30 June

31 December

 

2013

2012

2012

 

US$ 000's

US$ 000's

US$ 000's

 

 

 

(Loss)/profit for the period attributable to owners of the parent

(30,971)

(86,240)

36,008

 

 

 

Basic (loss)/profit per share is calculated by dividing the (loss)/profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year.

 

 

Shares

Shares

Shares

 

 

Basic weighted average number of common shares in issue

331,412,112

329,542,151

330,342,162

 

 

Basic (loss)/profit per share - cents

(9.34)

(26.16)

10.90

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For share options, a calculation is performed to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Where there is a basic loss per share, the dilutive impact is ignored.

 

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For share options, a calculation is performed to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

 

 

Shares

Shares

Shares

 

Basic weighted average number of common shares in issue

331,412,112

329,542,151

330,342,162

 

Adjustment for share options and warrants

-

-

26,236,975

 

331,412,112

329,542,151

356,579,137

 

 

Diluted (loss)/profit per share - cents

(9.34)

(26.16)

10.09

 

 

Where there is a basic loss per share, the dilutive effect is ignored.

 

 

 

During the six months to 30 June 2013:

 

 

 

Warrants

 

 

225,000 (2012: 250,000) new common shares were issued for consideration of $590,000 (2012: $1,724,000) on the exercise of share warrants.

 

 

 

 

7. CASH AND CASH EQUIVALENTS

 

 

 

(Unaudited)

(Unaudited)

(Audited)

 

30 June

30 June

31 December

 

2013

2012

2012

 

US$ 000's

US$ 000's

US$ 000's

 

 

 

 

Restricted cash

460,863

1,041,813

585,853

 

Unrestricted cash

40,712

122,758

16,072

 

 

Total

501,575

1,164,571

601,925

 

$460,863,000 of the restricted cash at 30 June 2013 relates to funds received from the Shandong Iron and Steel Group transaction are earmarked for the funding of Phase II expansion. This restriction is based on management's agreement with Shandong Iron and Steel Group which requires both parties' approval for drawdown of funds.

 

8. PROPERTY, PLANT AND EQUIPMENT AND ASSETS UNDER CONSTRUCTION

 

During the six months ended 30 June 2013, the Group acquired property, plant & equipment and assets under construction with a cost of $191,394,000 (30 June 2012: $379,667,000; 31 December 2012: $941,506,000). There were no disposals of property, plant & equipment or assets under construction (30 June 2012: $nil; 31 December 2012: $7,380,000).

 

During the six months ended 30 June 2013, there was an amount of derecognised assets under construction of $6,178,000 (30 June 2012: $nil; 31 December 2012: $41,490,000).

 

The Group transferred $2,516,765,000 of assets under constructions to property, plant & equipment during the six months ended 30 June 2013. The depreciation on this property, plant & equipment totalled $60,145,000 for the period (30 June 2012: $173,000; 31 December 2012: $808,000). Depreciation commenced in the period as discussed in note 1. As at 30 June 2013, $30,074,000 assets under construction predominantly relates to Phase II expenditure.

 

9. TAXATION

Deferred Taxation

With the Tonkolili mine now in the production phase, the Group has confidence of their ability to generate taxable profits against brought forward tax losses. Consequently a net deferred tax asset as at 30 June 2013 of $60,407,000 (30 June 2012: $37,207,000; 31 December 2012: $65,196,000) is recognised. This is comprised of deferred tax asset of $456,118,000 (30 June 2012: $267,713,000; 31 December 2012: $401,922,000) and deferred tax liability of $395,711,000 (30 June 2012: $230,506,000; 31 December 2012: $336,726,000).

 

Taxation rates

The Sierra Leone rate of corporation tax applicable to the Group's activities is 25% and has not changed in the period.

 

 

Provisions to reduce the rate of UK corporation tax to 23% with effect from 1 April 2013 were substantively enacted on 3 July 2012 under the Provisional Collection of Taxes Act 1968.

 

The Government has announced that it intends to further reduce the rate of UK corporation tax to 21% from 1 April 2014 and to 20% with effect from 1 April 2015. As this legislation was not substantively enacted by 30 June 2013, the impact of the anticipated rate change is not reflected in the tax provisions reported in these accounts.

 

 

10. BORROWINGS

 

(Unaudited)

(Unaudited)

(Audited)

 

Effective

Date of initial

30 June

30 June

31 December

 

Interest

recording of

2013

2012

2012

 

Rate %

effective interest

Maturity

US$ 000's

US$ 000's

US$ 000's

 

 

 

Non-current interest-bearing loans and borrowings

 

Convertible bond

12.62%

10 February 2012

9 February 2017

331,722

322,462

327,589

 

Pre-export finance facility

8.28%

5 April 2013

5 April 2016

161,174

 -

 -

 

Cost Overrun Facility

10.70%

3 November 2011

31 March 2015

-

 -

 -

 

Asset financing facility - 1

7.23%

29 September 2011

31 March 2017

 -

85,876

 -

 

Asset financing facility - 2

7.33%

23 November 2011

30 June 2018

 -

 -

 -

 

Other asset financing

21.38%

25 July 2011

31 October 2015

213

318

62

 

 

493,109

408,656

327,651

 

 

Current interest-bearing loans and borrowings

 

Convertible bond

12.62%

10 February 2012

9 February 2017

32,038

30,035

31,084

 

Pre-export finance facility

8.28%

5 April 2013

5 April 2016

32,389

 -

 -

 

Cost Overrun Facility

10.70%

3 November 2011

31 March 2015

73,578

98,536

79,376

 

Asset financing facility - 1

7.23%

29 September 2011

31 March 2017

78,691

5,322

85,731

 

Asset financing facility - 2

7.33%

23 November 2011

30 June 2018

73,243

 -

57,007

 

Other asset financing

21.38%

25 July 2011

31 October 2015

119

114

355

 

 

290,058

134,007

253,553

 

 

 

Total interest-bearing loans and borrowings

783,167

542,663

581,204

 

Convertible bond

The fair value of the equity component of this issue was recorded as $52.9m on settlement on 9 February 2012. Transaction fees of $10.6m were recorded at the transaction date.Borrowing costs of $22,087,000 have been expensed in the period at the effective interest rate stated above. The nominal value of the convertible bond as at 30 June 2013 was $400m.

 

Pre-export finance facility

On 5 April 2013 a project-level $250m Pre-export finance facility was signed with Standard Bank of South Africa. The Facility is held at operating-company level, Tonkolili Iron Ore (SL) Limited.The principal terms of the facility are as follows:- An interest rate of 5.5% plus Libor (1 month) and an effective interest rate of 8.28% including transaction fees.- Interest is payable monthly on last day of the month- Equal quarterly repayments commence on 31 March 2014- Final maturity is 5 April 2016As at 30 June 2013, the nominal value of the facility was $201,345,000, corresponding to the drawn down balance. Interest of $2,601,000 has been paid in the six month period.Transaction fees of $8,706,000 have been incurred and borrowing costs of $3,526,000 have been expensed in the half year period at the effective interest rate stated above.

 

Cost Overrun Facility

This $100m facility was arranged and fully drawn down in 2011. Subsequently the facility has been refinanced twice, once on 9 February 2012 and then on 5 April 2013.The principal terms of the updated facility are as follows:- An interest rate of 8.5% plus Libor (1 month) and an effective interest rate of 10.70% including transaction fees.- Interest is payable quarterly on last day of the quarter- Repayments commence on 31 December 2013- Final maturity is 31 March 2015As at 30 June 2013, the nominal value of the facility was $75,000,000, corresponding to the $100,000,000 drawn down balance to date, less $25,000,000 principal repayments.Repayments of $10,059,000 including $5,000,000 principal payment have been made in the period and borrowing costs of $4,261,000 have been expensed in the half year period at the effective interest rate stated above.Operational performance has fallen short of the covenant which whilst not resulting in a breach requires us to seek an amendment to the terms in order to maintain the original repayment schedule. Given that an amendment is required for the Cost Overrun Facility post balance sheet, the facility has been classified as a current liability as at 30 June 2013, irrespective of its maturity date.

 

Asset financing facilities 1 and 2

The company has agreed an amendment to one of the covenant calculations on the equipment financing facilities as at 30 June 2013 and in subsequent periods to avoid a breach of covenant. As this was not in place at 30 June 2013 the equipment finance facilities have been treated as current.

 

Asset financing facility - 1

This facility was arranged in 2011 and was increased to $96,500,000 in March 2012. A total of $95,998,000 has been drawn down from this facility as at 30 June 2013.As at 30 June 2013, the nominal value of the facility was $80,190,000, corresponding to the drawn down balance to date, less $15,808,000 principal repayments.Repayments of $9,992,000 including $7,437,000 principal payments have been made in the period and borrowing costs of $2,951,000 have been expensed in the half year period at the effective interest rate stated above.

 

Asset financing facility - 2

This facility was arranged in November 2012. A total of $74.8m has been drawdown from this facility as at 30 June 2013.

 

As at 30 June 2013, the nominal value of the facility was $74,842,000, corresponding to the drawn down balance, of which $16,063,000 was drawn down in the six month period. There are no principal repayments made (or due) at the balance sheet date.Interest payments of $2,389,000 have been made in the period and borrowing costs of $2,562,000 have been expensed in the half year period at the effective interest rate stated above.

 

 

11. NON-CONTROLLING INTEREST PUT OPTION AND DEFERRED INCOME

SISG

Deferred

non-controlling

income

interest

Total

30 March 2012 liability balance

505,552

994,448

1,500,000

Release of deferred income

(7,812)

 -

(7,812)

Unwinding of time value of money

39,497

 -

39,497

Gain on revaluation of put option

 -

(288,355)

(288,355)

31 December 2012 liability balance

537,237

706,093

1,243,330

Non-current

506,356

 -

506,356

Current

30,881

706,093

736,974

537,237

706,093

1,243,330

1 January 2013 liability balance

537,237

706,093

1,243,330

Release of deferred income

(23,358)

 -

(23,358)

Unwinding of time value of money

34,050

 -

34,050

Gain on revaluation of put option

 -

(103,849)

(103,849)

30 June 2013 liability balance

547,929

602,244

1,150,173

Non-current

520,731

 -

520,731

Current

27,198

602,244

629,442

547,929

602,244

1,150,173

30 March 2012 liability balance

505,552

994,448

1,500,000

Release of deferred income

(1,290)

 -

(1,290)

Unwinding of time value of money

7,899

 -

7,899

Gain on revaluation of put option

 -

(53,061)

(53,061)

30 June 2012 liability balance

512,161

941,387

1,453,548

Non-current

495,781

 -

495,781

Current

9,771

941,387

951,158

505,552

941,387

1,446,939

On 30 March 2012, following receipt of all Peoples' Republic of China approvals, SISG completed its $1.5bn acquisition of a 25% shareholding in the mine, rail and port and power subsidiaries comprising the Tonkolili iron ore project, for a cash consideration of $1.5bn. The proceeds of $1.5bn were allocated to deferred income of $505.6m and the non-controlling interest put option of $994.4m based on the fair values as determined as of 30 March 2012. The key assumptions in fair valuing the deferred income and the non-controlling interest put option are described below.

Deferred income

Under the agreement completed on 30 March 2012 with SISG a discounted offtake agreement exists for the purchase of iron ore, specifically: volumes of 4.8 mtpa of Phase I production, increasing to 10 mtpa following completion of Phase II, with discounts ranging from 0% to 15%, depending on the benchmark FOB iron ore price. The amount recognised at the balance sheet date represents the present value of the iron ore offtake discount that SISG will receive under the agreement. The discount rate used in valuation is 12.5%, based on the company's cost of capital. Volume and iron ore prices are based on management's best estimate at the time. This amount is released to the statement of comprehensive income as SISG takes delivery of its offtake volumes and revenue is recognised by the Group.For the six months ended 30 June 2013, $23,358,000 deferred income has been released to revenue. $34,050,000 has been treated as an interest expense being the unwinding of the discount of the provision. The interest expense reflects the passage of time recognised as a borrowing cost at the Group's cost of capital (12.5%, 2012 12.5%). The net of these two variables comprises the movement on deferred income ($10,692,000). The offtake contract was initially based on 2mt in 2012.The current portion of $27.2m reflects management's best estimate of the discount attributable to the benchmark FOB iron ore price and deliveries to SISG in a year from 30 June 2013 of 4.87mt.

Non-controlling interest put option

A put option exists in the agreement whereby SISG can sell back their 25% interest in the operating companies (as mentioned above) at fair value, in the unlikely event that Frank Timis (Executive Chairman) voluntarily resigns from the Board.

The liability recognised is management's best estimate of the amount of the fair value that would be payable to SISG in the unlikely event Frank Timis leaves the Group and SISG exercises its option to sell back its interest.

The put option was valued at inception and is revalued at each reporting period to fair value using an enterprise value model. The fair value calculation has key assumptions that include the utilisation of the quoted African Minerals share price in estimating the market capitalisation of the mine, rail and port and power subsidiaries and an estimated significant influence premium component to reflect SISG's 25% shareholding in the mine, rail and power subsidiaries. As a result, there is estimation uncertainty related to subsequent re-measurement. At 30 June 2013, the put option valuation utilises an African Minerals Limited share price of $3.57 and an estimated significant influence component of $54,750,000. Any movement is recorded through the Statement of Comprehensive Income. As at 30 June 2013, the non-controlling interest put option continues to be categorised as level 3 in the Group's fair value hierarchy. The put option was valued at $706,093,000 as at 31 December 2012 and $602,244,000 at 30 June 2013. The fair value gain on the put option in the period is $103,849,000 and has been recognised through the statement of comprehensive income.

 

 

12. DECOMMISSIONING AND OTHER PROVISIONS

Provisions include an amount of $31,510,000, which comprises $24,494,000 for decommissioning and $7,016,000 for the restoration of the mine and operating sites in Sierra Leone. This provision has been recognised as at 30 June 2013.

Transaction

Restoration and

SISG warranty

 costs and other

Other

decommissioning provision

provisions

professional fees

 provisions

Total

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

1 January 2013

-

51,056

-

12,705

63,761

Arising during the period

31,510

 -

-

13,927

45,437

Settlement

-

(51,056)

-

-

(51,056)

Utilised

-

-

-

-

-

Reversal of unused amounts

-

-

-

-

-

30 June 2013

31,510

-

-

26,632

58,142

1 January 2012

-

-

-

1,898

1,898

Arising during the period

-

-

84,290

7,854

92,144

Settlement

-

-

-

-

-

Utilised

-

-

-

-

-

Reversal of unused amounts

-

-

-

-

-

30 June 2012

-

-

84,290

9,752

94,042

At 1 January 2012

-

-

-

1,898

1,898

Arising during the year

-

51,056

-

11,240

62,296

Settlement

-

-

-

-

-

Utilised

-

-

-

-

-

Reversal of unused amounts

-

-

-

(433)

(433)

At 31 December 2012

51,056

-

12,705

63,761

Comprising:

Current 30 June 2013

-

-

-

25,012

25,012

Non-current 30 June 2013

31,510

-

-

1,620

33,130

31,510

-

-

26,632

58,142

Current 31 December 2012

-

51,056

-

11,240

62,296

Non-current 31 December 2012

-

-

-

1,465

1,465

-

51,056

-

12,705

63,761

Current 30 June 2012

-

-

84,290

6,240

90,530

Non-current 30 June 2012

-

-

3,512

3,512

-

-

85,290

9,752

94,042

Other provisions as at 30 June 2013 include $6,240,000 for legal disputes, $18,741,000 for contractor claims and $1,651,000 for Sierra Leone end of service benefit provision. Legal disputes are in respect of litigations and claims against the Group arising from contractual interpretation disputes. Provision estimations are based on valuations from expert legal advice.

 

13. CAPITAL COMMITMENTS

As at 30 June 2013, the Group had capital commitments of $29,036,000 (30 June 2012: $204,583,000; 31 December 2012: $46,140,000), including $23,190,000 (30 June 2012: $5,140,000; 31 December 2012: $43,670,000) in relation to rail and port infrastructure and $5,846,000 (30 June 2012: $199,443,000; 31 December 2012: $2,740,000) in relation to the mine.

 

14. CONTINGENT LIABILITY

A third party has filed a claim against the Group for fees amounting to approximately $133,000,000 plus interest and costs in relation to fund raisings. The Group refutes the claim and is confident of a successful outcome.The Group has conducted its operations in the ordinary course of business in accordance with its understanding of applicable tax legislation in the countries where the Group has operations. Sierra Leone tax legislation and custom regulations continue to evolve. Legislation and regulations are not always clearly written and are subject to varying interpretations and inconsistent enforcement by the tax authorities and other Governmental bodies. Instances of inconsistent interpretations are not unusual. The uncertainty of application of UK and Sierra Leone transfer pricing legislation and the continued evolution of Sierra Leone's tax laws, including those affecting cross-border transactions, create a risk of additional tax payments having to be made by the Group, which could have a material effect on the Group's financial position and results of operations.

 

15. SUBSEQUENT EVENTS

1. $156m restricted funds drawdown

 

As at 30 June 2013, the project companies had $461m of restricted cash, substantially earmarked for Phase II project expansion expenditure. Subsequent to the period end the Operating Company shareholders have agreed to the release of $156m from these funds, which will be used for working capital purposes and repayment of intercompany loans.

2. Loan covenant amendment

As at 30 June 2013, the Group had failed the debt service cover ratio loan covenant on each of the two Asset Financing Facilities. An amendment was agreed post balance sheet with Standard Bank to the covenant calculation as at 30 June 2013 and in subsequent periods to avoid a breach of covenant. Given that the amendment was received for each facility post balance sheet, the facilities have been classified as current liabilities as at 30 June 2013, irrespective of their maturity dates.

 

 

 

16. RELATED PARTY TRANSACTIONS

1.

Sales/other income

Accounts receivable

Purchases

Accounts payable and provisions

Borrowings

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

African Petroleum Corporation Limited

Six months to 30 June 2013

49

49

152

 -

 -

Year to 31 December 2012

654

 -

1,061

157

 -

Six months to 30 June 2012

681

1,156

806

806

 -

International Petroleum Limited

Six months to 30 June 2013

80

597

 -

 -

 -

Year to 31 December 2012

387

517

 -

 -

 -

Six months to 30 June 2012

180

310

 -

 -

 -

Pan African Minerals Limited

Six months to 30 June 2013

797

3,004

 -

 -

 -

Year to 31 December 2012

1,539

2,207

 -

 -

 -

Six months to 30 June 2012

101

769

 -

 -

 -

China Railway Materials Commercial Corporation

Six months to 30 June 2013

107,531

3,220

16,273

13,244

50,000

Year to 31 December 2012

50,457

869

81,892

4,351

50,000

Six months to 30 June 2012

34,529

1,950

7,071

 -

50,000

Dundee Corporation

Six months to 30 June 2013

 -

 -

 -

 -

 -

Year to 31 December 2012

 -

 -

525

 -

 -

Six months to 30 June 2012

 -

 -

 -

 -

 -

Dundee Resources Limited

Six months to 30 June 2013

 -

 -

1,847

5,156

30,000

Year to 31 December 2012

 -

 -

3,309

3,309

30,000

Six months to 30 June 2012

 -

 -

3,309

3,309

30,000

Dundee Securities Limited

Six months to 30 June 2013

 -

 -

 -

 -

 -

Year to 31 December 2012

 -

 -

2,100

 -

 -

Six months to 30 June 2012

 -

 -

2,100

 -

 -

Corona Gold Corporation

Six months to 30 June 2013

 -

 -

 -

 -

 -

Year to 31 December 2012

 -

 -

128

 -

 -

Six months to 30 June 2012

 -

 -

 -

 -

 -

Global Iron Ore Corporation

Six months to 30 June 2013

 -

497

 -

30,000

 -

Year to 31 December 2012

37,483

497

62,414

30,000

 -

Six months to 30 June 2012

38,233

13,485

11,506

 -

 -

Shandong Iron and Steel Group

Six months to 30 June 2013

220,044

64,082

39,970

49,970

 -

Year to 31 December 2012

74,755

47,032

61,056

61,056

 -

Six months to 30 June 2012

12,399

653

 -

 -

 -

African Petroleum Corporation Limited is a company of which Frank Timis is a Director and has an ownership interest of 39.5%. Transactions relate to provision of jet services by African Petroleum Corporation Limited to AML and recharges by AML to African Petroleum for shared London office rental and related expenses.

International Petroleum Limited is a company of which Frank Timis is a Director and in which he has an ownership interest of 37.75%. Transactions relate to recharges by AML to International Petroleum Limited for shared London office rental and related expenses.

Pan African Minerals Limited is a company of which Frank Timis is a majority shareholder with an ownership interest of 65%. Transactions relate to recharges by AML to Pan African Minerals Limited for the provision of certain AML staff on Pan African Minerals Limited projects and for shared office rental and related expenses.

China Railway Materials Commercial Corporation is a Group shareholder. Transactions relate to iron ore sales and materials purchased for railways and ore cars. Purchases in 2013 also include interest payable accrued on the borrowings related to the subscription of convertible bonds (see note 10) for $3,880,000.

Dundee Corporation is a corporation of which Murray John is a named Executive Officer. Murray John is also a Director of African Minerals Limited. Borrowings in 2012 relate to debt raised as part of the secured loan facility. Purchases include interest payable paid on the secured loan facility.

Dundee Resources Limited is a wholly owned subsidiary of Dundee Corporation, of which Murray John is a named Executive Officer. Borrowings in 2012 relate to the subscription of convertible bonds. Purchases and accounts payable in 2012 and 2013 include interest payable accrued on the borrowings related to the subscription of convertible bonds (see note 10).

Dundee Securities Limited is a wholly owned subsidiary of Dundee Corporation, of which Murray John is a named Executive Officer. Transactions in 2012 relate to Placing Agent commissions for the issue of convertible bonds (see note 10).

Corona Gold Corporation is a firm of which Murray John is a Director and Chief Executive Officer. Purchases include interest payable paid on the secured loan facility which was repaid in February 2012.

Global Iron Ore Corporation is a company in which Dermot Coughlan's son holds a senior management position. Dermot Coughlan is a Director of African Minerals Limited. Sales transactions relate to iron ore sales. Commissions relate to agency commission fees associated with iron ore sales contracts, and the cancellation thereof, and together with the provision of logistics services.

Following its $1.5bn acquisition of a 25% shareholding in the mine, rail and port and power subsidiaries comprising the Tonkolili iron ore project, for a cash consideration of $1.5bn, Shandong Iron and Steel Group became a related party. Transactions relate to the sale of iron ore through offtake contracts, offtake discount deferred income and put option. Refer to note 11 for details.

 

As at 31 December 2012 $51,056,000 of the amount due to Shandong Iron and Steel Group was classified as provisions.

The above related party disclosures have been approved by each individual Board Director and have been carried out on an arm's length basis.

2.

Miguel Perry provided $500,000 as part of the 2011 $417.7m Secured Loan Facility which was repaid in February 2012, for which he received $5,000 interest in 2012. Miguel Perry is the Chief Financial Officer and a Director of African Minerals Limited.

 

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