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Results

28th Mar 2013 07:02

RNS Number : 0958B
Lonrho PLC
28 March 2013
 



28 March 2013

Lonrho Plc ("Lonrho")

 

Lonrho Plc reports strong revenue growth for 2012 and 32% growth in revenues for final quarter.

 

Lonrho Plc announces its results for the final quarter and 12 month period ended 31 December 2012.

 

Lonrho's primary focus is on the expanding agriculture and oil and gas markets across Africa.

 

2012 was a very significant year for Lonrho and the fourth quarter saw completion of the transition of Lonrho into a Company that strategically has aligned its core business units with what it believes are the most important growth opportunities occurring in Africa.

 

 

As announced in the trading statement issued in February 2013, Quarter 4 2012 was challenging in several areas of the business where longer than expected lead times on delivering new product lines and stock availability pushed a number of 2012 expectations into 2013 and the Group withdrew from unprofitable lines of business.

 

Notwithstanding those challenges, during 2012 the Group showed strong progress on its underlying revenue performance, leaving the core businesses well positioned for 2013.

 

Financial Highlights up to 31 December 2012: 

·; Revenue from core operating divisions1 in the fourth quarter was £46.0m compared with £34.8m for the 3 months to 31 December 2011. On an adjusted like-for-like basis at constant currency2 revenue has increased across all divisions, with an overall increase of 28.0%.

·; For the full year to 31 December 2012, reported revenue was up 21.8% compared to the 15 months to 31 December 2011, from £152.9m to £186.3m, a like-for-like increase at constant currency of 23.6%.

·; The Group's total reported gross margin increased from 26.9% to 28.9% (comparing the 12 month period with the prior 15 months).

·; Net operating loss3 for the year from core operating divisions was £3.4m which falls within the range of £3m - £5m as highlighted in the trading statement released on 1 February 2013.

·; Due to the market conditions faced by Fastjet Plc, the Executive Directors carried out a review of Lonrho's investment in Fastjet which resulted in an impairment charge of £7.7m recorded to the income statement. As a result Lonrho reported a Loss before Tax of £6.3m compared with a Profit before Tax of £0.8m in the 15 months ended 31 December 2011.

·; The Group's Net Indebtedness reduced marginally to £87.2m at the end December 2012 from £88.4m at the end of the 3rd quarter and from £99.1m as at 31 December 2011.

 

 

Continuing Operations

4th Quarter 2012

Full Year 2012

Quarter to December 2012

Reported Growth

2Adjusted like-for-like growth

12 months to December 2012

Reported Growth vs15 monthsto December 2011

2Adjusted like-for-like growth

£ million

£ million

Revenue

Agribusiness

27.6

28.3%

23.1%

123.6

30.8%

24.5%

Infrastructure

6.6

62.9%

68.7%

23.5

7.8%

30.4%

Support Services

8.2

29.4%

22.7%

27.0

7.6%

19.9%

Hotels

3.6

41.4%

18.9%

11.9

3.5%

9.7%

Other

0.3

Core Divisions

46.0

32.3%

28.0%

186.3

21.8%

23.6%

Transportation

0.0

20.2

Lonrho Plc

46.0

206.5

 

1 Core operating divisions include Agribusiness, Infrastructure, Hotels and Support Services.2 Adjusted like-for-like figures include acquisitions (pre-acquisition comparables based on un-audited management accounts), exclude start-up businesses trading for less than 12 months and are adjusted to constant currency.3 Net operating profit/(loss) is defined as profit before tax for the period (from core operating divisions) excluding, gain/(loss) on associates, jointly controlled entities, investments, amortisation and share based payments.

 

Operational Highlights in the Fourth Quarter:

 

Agribusiness Division 

·; Lonrho's 177, 000 tree stone fruit plantation continues to mature and during the last quarter the first commercial peach harvest from the plantation was exported to Europe. The plantation benefits from a seasonal advantage of coming ripe before the South African crop, and hence attracts strong pricing. The crop produced sufficient quality (even though the plantation is still young) that peaches and nectarines were delivered to Tesco in November and December for marketing up to Christmas 2012. The results of this first crop of produce from this plantation, now one of the largest stone fruit orchards in the southern hemisphere, has already generated strong demand for the 2013 crop. The 2013 crop is expected to be three times the size of the 2012 crop as the plantation matures. The plantation will reach full maturity in 2014 and is forecast to yield four million kilograms of fruit per year thereafter.

·; The exclusive Lonrho John Deere distributorships in Angola, South Sudan and Tanzania delivered strong results for the John Deere business and sold close to 150 tractors, implements and equipment in the final quarter. LonAgro Angola delivered impressive year on year growth and revenues were up 383% compared to October to December 2011. The logistical issues encountered by Trak Auto in Mozambique have largely been resolved and the business has begun the year strongly. Entering 2013 Lonrho now has four exclusive John Deere territories and positions the business as one of the leading suppliers of John Deere equipment in Africa.

·; Fish On Line, the fish division's wholesale company, delivered its first own branded goods to Food Lovers Market (a new, fast growing, quality retail chain) in South Africa in the last quarter. This new business relationship provides a quality fish range throughout the 100 stores currently trading across the South Africa.

·; The fourth quarter saw the conclusion of the vertical integration and reorganisation of the agriculture division to be able to deliver a seamless 'field to fork' solution for our clients. The costs of this restructuring exercise were £1.3m. The unification of Rollex Pty and Lonrho Logistics has been completed to improve efficiencies and customer service levels across these businesses. Lonrho Logistics now incorporates all the freight forwarding activities of the Group, including the rapidly growing sea freight business, whilst Rollex Pty is now solely focused on its high value Agri-Processing business based at Johannesburg International airport and building long term, sustainable, supply contracts for major global supermarkets. The reaction from customers to a single source, traceable, verifiable and continuity-focused supply solution has been immensely positive, and the number of supermarkets entrusting Lonrho with their African requirements is increasing rapidly. Having now completed this one stop solution, we are continuing to see strong traction with supermarkets around the world now placing long term, sustainable, growing programmes with the Company to meet their needs. This is the culmination of the 'demand driven' business model that Lonrho has focused on delivering over the past three years.

·; Lonrho's Oceanfresh has continued to build on its core business. To the African consumer the 'Cape Point' own brand for Shoprite Chequers; the "M" brand to Makro / Massmart and the Spar own brand have all seen strong traction during the year. On the international markets, the Company has seen the deployment of 'Kirkland Signature Hake' to Costco roll-out to all of the US market although supply issues noted in the February trading statement caused a reduction in planned promotional activity to coincide with Lent. Hake is a sustainably sourced, quality white fish that is growing in popularity with the US consumer as they discover its texture and taste. Two further Costco Kirkland Signature lines have been agreed, one being Mahi Mahi, which started deliveries to Costco US stores before the year end and the third is due to be launched in the second half of 2013. Other US success in the year has been the start of deliveries of hake into Walmart Sam's Club stores and United Airlines choosing Lonrho's hake for its first and business class in-flight catering.

·; During the year Lonrho was awarded a five year exclusive tuna fishing quota for the 200 mile exclusive fishing zone for the territorial waters off Mozambique. This is a significant opportunity and will come into service in mid-2013.

 

Infrastructure Division 

·; Lonrho's oil services logistics port, Luba Freeport, continued to perform well and has a seen a healthy increase in vessel movements in the fourth quarter when compared to the prior year. The port saw a total of 277 vessel calls from October to December 2012 compared to 261 in 2011, a 6% increase. The release of eight further exploration blocks and recent positive drilling results are expected to generate significantly increased activity throughout 2013. The larger customers at the port include ExxonMobil, Schlumberger, Baker Hughes, Noble, Tenaris and MI Swaco.

·; E-Kwikbuild continues to face challenges delivering its existing Government projects on a number of levels (which will carry on into Q2 of 2013), whilst the new focus on winning private sector business is building momentum.

 

Hotels Division 

·; After opening in July, Lonrho's new 'Lansmore' Masa Square in Gaborone has quickly established itself as one of the leading hotels in Botswana.

·; The Cardoso Hotel in Maputo, Lonrho's longest and well established hotel, continues to perform well as the cornerstone of the Hotel division, with occupancy for the year trending over 90%.

·; The first easyHotel by Lonrho in Johannesburg opened successfully in March having been delayed from its planned opening date in December 2012. Initial demand has exceeded expectations.

·; The opening of the Lansmore in Libreville, Gabon is now expected to be in Q2 of 2013.

 

Support Services

·; The Support Services division expanded its scope of services with the new business start-up Arlington Associates which has successfully won and implemented an initial contract with the Government of Nigeria for the inspection of crude oil and gas exported from Nigeria.

·; The AFEX group service contract with Tullow Oil continued to do well after the opening of a new 250- man camp in northern Kenya in the third quarter and, with expected increased drilling by Tullow, revenues received from AFEX's support contract should nearly double in 2013.

 

Outlook

 

2012 was a very significant year for Lonrho and saw the conclusion of the transition of Lonrho into a Company that has successfully completed building the foundations of its core business units. Africa is forecast to deliver strong growth in 2013, and Lonrho has strategically aligned its operations with what it believes are the most important growth opportunities occurring in Africa, supporting the increasing demand from the expanding agriculture, oil and gas and consumer markets.

 

Despite challenging global market conditions, Lonrho's outlook for 2013 remains in line with the Board's expectations and the Group expects to continue to deliver improved performance across each of its operating divisions.

 

The Board believes that the strategic action taken in Q3 and Q4 2012, to focus on increasing margins through operational efficiencies and build long term sustainable customer relationships, coupled with the decision to withdraw from less profitable lines of business, positions Lonrho strongly for entering 2013.

 

 

ENDS

 

 

Enquiries:

Lonrho Plc

+44 (0) 20 7016 5105

Geoffrey White

David Armstrong

FTI Consulting

Edward Westropp

+44 (0) 20 7831 3113

Georgina Bonham

 

Statutory accounts

 

The financial information set out in this announcement does not constitute the Company's statutory accounts for the 12 month period ended 31 December 2012 or the 15 month period ended 31 December 2011. The financial information for the 15 month period ended 31 December 2011 is derived from the statutory accounts for that period. The audit of statutory accounts for the 12 month period ended 31 December 2012 is complete. The auditors reported on those accounts, their report was unqualified and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report.

 

Lonrho's full annual report and financial statements will be published on its website (www.lonrho.com) today and are being posted to shareholders.

 

 

Chairman's Statement

 

Ambassador Frances Cook

Non-Executive Chairman

27 March 2013

 

It is a special honour for me to be addressing shareholders in my first months as your new Chairman.

I have, during my long career with the US Government State Department, lived in Africa for a dozen years and have a strong affinity with the Continent and its people. I have now served 5 years as a Non-Executive Director on the Board of Lonrho and after visiting many of our operations in Africa, I can report, with conviction, that we are very well positioned to participate in, and to help, Africa's emergence as a significant international economic motor.

Already, seven of the world's ten fastest growing economies are in Africa, assisted by the discovery of the impressive quantities of new onshore and offshore hydrocarbons in West and in East Africa.

At Lonrho we are well positioned to support Africa's export sector growth in hydrocarbons and in agriculture. Africa is undergoing the longest single period of economic expansion on the Continent since the independence years a half century ago. Significantly, Africa's macro level growth is widespread, far beyond the oil economies. Expected growth will rise from around 4.5% last year to 4.8% in 2013. Foreign direct investment has been slower into Africa than it should have been, given this kind of impressive record (though it is expected to rise, in the non-oil sectors, from around US$33 billion currently, to around US$84 billion in 2014.) Our CEO, Geoffrey White reports an increasingly new and interested audience, wanting to understand Africa's potential and what our historic Company is doing to take advantage of the Continent's current immense opportunities.

Shareholders know that Lonrho is already invested in core sectors, from Agribusiness to Infrastructure, to Support Services and Hotels, sectors that are necessary to support the rapid growth that is already happening.

Our key division, Agribusiness, which accounts for over 65% of Lonrho revenue from core operating divisions, has been going through a management transition, and restructuring, so it can better compete in the fast moving, global, and demanding agriculture and logistics space. We hired a well-qualified CEO to specifically oversee this division of Lonrho operations, located across Southern Africa, and ranging from fruit and vegetables, to fish and crustacea, and farm machinery. He will be focusing on margin improvement, moving away from a short term trading focus, while continuing to garner contracts with the world's largest food importers (Costco, Walmart and the majority of the UK branded stores are already customers). We have just opened a sales office in China as well. Whilst we had a few disappointments in this sector during this transitional year, it was not due to the revamped business model, but rather to the late delivery of tractors to our John Deere sales operation in Mozambique, and to lower than expected fish size off Namibia. Even with these late year slippages, our Agribusiness division proudly posted a 12 month revenue growth figure of 24.7%. In short, this is a growth platform, and record, we can be proud of.

Our Infrastructure and Support Services core operating divisions continue to grow at a healthy rate, expanding business across a broad range of activities which, among other things, will support the rapid expansion of energy production in Africa. Our IT operations have added another country (Namibia), and our facilities operations, both e-KwikBuild and base support operations (for oil exploration companies, for example) are also expanding into servicing the energy sector. Our oil and gas port operation in Luba, Equatorial Guinea, which I visited in February 2013, will be a model for our engagement with this sector (with a major new Lonrho managed oil and gas logistics port expected to be announced in 2013 in Ghana). These are exciting times in the oil and gas industry in Africa, and Lonrho is becoming a highly regarded leader in logistics for this sector.

Hotels are legacy projects for Lonrho, but we are moving into a more modern form of participation in that sector, creating our own brand for higher end facilities, and opening a series of "easyHotels by Lonrho" for budget business travellers all over the Continent. We opened a Lonrho "Lansmore" in Botswana this year, adding to an historic hotel property in Mozambique, as well as large renovation and management efforts in the DRC of major government owned hotels. In 2013, we expect to expand the "easyHotel by Lonrho" brand all over South Africa, and to launch into North, East and West Africa.

FastJet is in the midst of converting Lonrho's much appreciated Fly540 brand of smaller regional planes, flying local routes, into a continental budget airline, flying larger planes, following the separation of Lonrho's aviation division in June 2012. FastJet Plc, in which Lonrho is the largest shareholder, will still service the under-served "connector" market, as well as extending flights to regional destinations, with reliable, safe and inexpensive flights, using very modern pricing algorithms. From the start of the new operating model in Tanzania four months ago, we expect FastJet to expand its no-frills, reliable service in 2013.

Throughout its 100 year old legacy, Lonrho has been known for its Corporate Responsibility ("CR") across Africa. In 2012, each of our companies named a CR coordinator, so that we can better focus in our chosen areas, education and good environmental citizenship. You will see photographs throughout this report of our CR activities, which should be a source of pride to all Lonrho shareholders. We have instituted, companywide, an annual CR prize, trained our Directors in CR, and joined the UN Global Compact which monitors CR globally. We are committed to leaving a positive "footprint" wherever we work, and to being a good corporate citizen in the 18 countries where we are engaged.

 

Chief Executive Officer's Statement

 

Geoffrey White

Director and Chief Executive Officer

27 March 2013

 

2012 was a very significant year for Lonrho and saw the conclusion, by the end of the year, of the transition of Lonrho into a Company that has successfully completed the establishment of its core business units and is now in a strong position to build on the opportunities in Africa. This transition took longer to complete than expected, and there were some delays in our 2012 plans that caused potential 2012 business to move to 2013. [The majority of these delays have now played out and] the Group is well positioned in 2013 to deliver positive results for shareholders

 

Lonrho remains solely focused on Africa and being aligned with economic development across the Continent.

 

In 2013 African growth is being stimulated by the burgeoning oil and gas industry, agricultural opportunities and a consumer market that is young, communicative and developing as a very significant segment of society. The formal sector of the African consumer market is forecast to be US$1.3 trillion by 2020, and the informal sector is forecast to be similar in size.

 

Africa is becoming one of the world's largest consumer markets.

 

There is a now an increasing commercial momentum to address this growing consumer market that can be seen across much of Africa, where the development of infrastructure, shopping centres, and consumer focused projects is expanding rapidly, albeit from a very low base.

 

Surprising to many, seven of the top ten fastest growing economies in the world are now in Africa.

 

The consumer market, of over one billion people, a large percentage of which are under the age of 25, creates a significant commercial opportunity, and Lonrho's businesses entering 2013 are strategically aligned with the requirements and services needed to meet some of the central demands of African consumer growth.

 

The growing demand of the consumer market within Africa provides significant opportunities for Lonrho's core businesses.

 

Our core businesses focus on the oil and gas industry and the agriculture sector. These are not only helping to fuel African consumer growth by creating investment and prosperity, but are also fundamentally changing the standing and importance of Africa to the world. For the first time, the wider world is relying on Africa for energy and for food production.

 

25% of the world's oil and gas is now believed to be in Africa and 60% of the world's potentially arable land is in Africa. These are important statistics that make the Africa of today of growing global significance. The tide is beginning to turn, rather than Africa being dependent on the world, the world is increasingly becoming dependent on Africa for energy and for food production.

 

Lonrho has, over the past four years, strategically positioned its core businesses to be well placed to service the requirements of this new dynamic market. Having invested heavily in building the international standard infrastructure to meet this trend, global food retailers are now approaching Lonrho to source fresh and frozen produce from Africa, and the global oil and gas industry is encouraging and supporting our development of the essential infrastructure and logistics necessary to commercially develop Africa's oil and gas resources.

 

In September 2012, David Lenigas, who was the Executive Chairman of Lonrho since 2006, stepped down from the position to become the Executive Chairman of FastJet plc. The Board thank him for his guidance, time and effort as the Executive Chairman of Lonrho over the past seven years.

 

Following a review, the Company's senior independent director, Ambassador Frances Cook, was appointed as the Non-Executive Chairman of the Company on the departure of Mr Lenigas. Ambassador Cook brings a unique network of contacts and experience in Africa and the Company looks forward to further benefitting from her guidance and knowledge of the Continent.

 

Human resources are key to successful operations in Africa. During 2012 the Group continued to recruit industry specialists to further bolster and develop each of the divisional operations. The most senior during 2012 being the appointment of Ben Ward as the CEO of the Agribusiness division. Ben brings with him a long and experienced understanding of the sector.

 

 

Entering 2013 Lonrho is structured into four divisions:

 

Agribusiness (66% of core operating revenues)

 

Sourcing, production, cold chain logistics, processing and packaging of fruit, vegetables and seafood for Arican and international supermarkets.

 

At the end of 2012, Lonrho completed the development of a unique, vertically integrated, international standard, cold chain logistics and processing infrastructure. This incorporates the capacity required to source; produce, process, package and deliver fresh and frozen produce from across the countries of southern Africa to market. This division supplies leading retailers in Africa such as Shoprite, Chequers, Makro, Food Lovers and Spar who are all geographically expanding their operations to serve the growth in the African consumer market.

The division also increasingly supplies produce into international supermarket chains such as Costco, Walmart, Asda, Tesco, Spinneys, Waitrose, Carrefour and others.

 

The world is becoming more and more dependent on Africa for food security. Lonrho provides the international standard delivery infrastructure required for the export of fresh produce from Africa to the global marketplace meeting demand from Europe, the USA, Middle East and, increasingly, China and the Far East.

 

Lonrho is helping to fulfil the rapidly increasing demand from global supermarkets as they look to Africa as an essential source of fresh produce.

 

Within the division, Lonrho has also established niche market, demand driven, growing programmes aligned with specific customer requirements.

 

 The division also distributes John Deere agricultural equipment into Africa.

 

Infrastructure (13% of core operating revenues)

 

Providing the logistical infrastructure necessary for the expanding oil and gas industry in Africa

 

Lonrho Ports division has developed an exclusive oil and gas logistics terminal, Luba Freeport, that is a 'one stop shop' that supports the growing logistics requirements of the offshore industry in Equatorial Guinea. Equatorial Guinea is Africa's third largest oil producer. Following completion of the second phase expansion of the Luba Freeport project, entering 2013, the oil services terminal has grown and is now forecast to handle 85%+ of all the support logistics for the Equatorial Guinea offshore fields.

 

Long term tenants at Luba Freeport include ExxonMobil, Schlumberger, Noble, Mi Swacco, Ophir, CNOOC, Baker Hughes, Tenaris, Hess, Marathon and others.

 

Lonrho is seeking to replicate the success of the Luba Freeport project into other locations in both West and East Africa supporting the increasing infrastructure requirements for oil and gas finds on both sides of the Continent, the most advanced being a proposed oil and gas logistics terminal in Ghana.

 

 

Hotels (6% of core operating revenues)

 

The provision of safe, quality accommodation is an essential precursor for economic growth and development in an emerging market.

 

During 2012 Lonrho Hotels division continued with the plan to roll-out its hotel management company and create a Lonrho branded, corporate focused, hotel chain in Africa. Lonrho Hotels has won management contracts and leases to operate some of the leading hotels in Africa. Managing hotels in five countries, the Lonrho Hotels brand is becoming the choice of travellers to Africa. During 2012 the division successfully added the Grand Hotel Kinshasa, DRC, and The Lansmore Hotel in Gaborone, Botswana to the portfolio.

 

In early 2013 Lonrho Hotels launched the first 'easyHotel by Lonrho' to meet the growing market demand for budget hotels. The objective being to establish a chain of budget hotel properties managed on behalf of owners, branded 'easyHotel by Lonrho' that provide safe budget accommodation to a consistent standard with reliable quality across the whole of Africa.

 

 

Support Services (15% of core operating revenues)

 

Providing a single point service solution for resource companies, large corporates, NGO's and Governments.

 

Lonrho's Support Services division provides a fully cohesive support service to major clients across the Continent, delivering a one stop shop for logistics, accommodation, catering, IT and services. Customers are typically oil companies, mining companies, NGO's, the UN, and international Governments who see the benefit in a one stop shop provider offering a total solution for their requirements as they deploy into Africa.

 

FastJet

 

In June 2012, Lonrho announced that it had agreed to separate its aviation division, Lonrho Aviation, into Rubicon Diversified Investments Plc, an AIM listed investment company that was subsequently renamed FastJet Plc. (LON : FJET) As a consequence of the separation, Lonrho became the largest shareholder of FastJet with a 74% holding.The founder and largest shareholder in easyJet, Sir Stelios Haji-Ioannou's investment company easyGroup, became a shareholder in FastJet and provides strategic management of the company.

 

FastJet, in which Lonrho maintains a passive, arms-length, shareholding has subsequently launched as a low cost carrier domestically in Tanzania and believes that with Sir Stelios' direction and experience FastJet has the potential to develop into Africa's leading low cost carrier.

 

Lonrho's stake in FastJet has been reduced from 74% to 55% post-separation as Fastjet raises development capital to implement its business plan.

 

Due to current market conditions experienced by FastJet Plc, an impairment review has been carried out which resulted in an impairment charge being recorded in the income statement of £7.7m.

 

Outlook

 

2012 was a very significant year for Lonrho and saw the conclusion of the transition of Lonrho into a Company that has successfully completed building the foundations of its core business units. Africa is forecast to deliver strong growth in 2013, and Lonrho has strategically aligned its operations with what it believes are the most important growth opportunities occurring in Africa, supporting the increasing demand from the expanding agriculture, oil and gas and consumer markets.

Despite challenging global market conditions, Lonrho's outlook for 2013 remains in line with the Board's expectations and the Group expects to continue to deliver improved performance across each of its operating divisions.

The Board believes that the strategic action taken in Q3 and Q4 2012, to focus on increasing margins through operational efficiencies and build long term sustainable customer relationships, coupled with the decision to withdraw from less profitable lines of business, positions Lonrho strongly for entering 2013.

 

 

 

Statement of Directors Responsibilities

 

 

Statement of Directors' responsibilities in respect of the annual report and the financial statements

The Directors are responsible for preparing the annual report and the Group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and applicable law and have elected to prepare the parent company financial statements on the same basis.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRSs as adopted by the EU; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Report of the Directors, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditors are unaware; and each Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company's Auditors are aware of that information.

Responsibility statement of the Directors in respect of the annual report

We confirm to the best of our knowledge:

• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

• the information that is cross-referred from the Business Review section of the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

The Directors of Lonrho Plc are pleased to submit their report, together with the audited financial statements for the 12 month period ended 31 December 2012.

 

The Company number is 2805337.

 

 

Consolidated income statement

For the year ended 31 December 2012 and 15 months ended 31 December 2011

 

Year ended 31 December 2012

15 months ended 31 December 2011

Continuing

Discontinued

Continuing

Discontinued

operations

operations

Total

operations

operations

Total

Note

£m

£m

£m

£m

£m

£m

Revenue

4, 5

206.5

-

206.5

188.4

0.2

188.6

Cost of sales

6

(146.9)

-

(146.9)

(137.2)

(0.7)

(137.9)

GROSS PROFIT/(LOSS)

59.6

-

59.6

51.2

(0.5)

50.7

Gain arising on fair valuation of biological assets

6, 16

9.2

-

9.2

27.4

-

27.4

Other operating income

6

- Gains on acquisitions

-

-

-

15.8

-

15.8

- Other

0.6

-

0.6

2.2

-

2.2

Operating costs

6

(77.0)

(0.1)

(77.1)

(80.4)

(0.6)

(81.0)

OPERATING (LOSS)/PROFIT

(7.6)

(0.1)

(7.7)

16.2

(1.1)

15.1

Finance income

10

5.5

0.1

5.6

6.8

-

6.8

Finance expense

10

(14.7)

-

(14.7)

(16.2)

-

(16.2)

NET FINANCE (EXPENSE)/INCOME

(9.2)

0.1

(9.1)

(9.4)

-

(9.4)

NET OPERATING (LOSS)/PROFIT*

(12.3)

-

(12.3)

9.6

(1.1)

8.5

Share based payments expense

6

(2.3)

-

(2.3)

(0.7)

-

(0.7)

Amortisation

14

(2.2)

-

(2.2)

(2.1)

-

(2.1)

OPERATING (LOSS)/PROFIT AFTER FINANCING

(16.8)

-

(16.8)

6.8

(1.1)

5.7

Share of results of associates

18

(4.4)

-

(4.4)

(5.9)

-

(5.9)

Share of results of jointly controlled entity

19

(10.6)

-

(10.6)

-

-

-

Gain on contribution of subsidiary to jointly controlled entity

11

33.5

-

33.5

-

-

-

Impairment of jointly controlled entity

19

(7.7)

-

(7.7)

-

-

-

(Loss)/gain on other investments

19

(0.3)

-

(0.3)

1.0

-

1.0

(LOSS)/PROFIT BEFORE TAX

(6.3)

-

(6.3)

1.9

(1.1)

0.8

Income tax credit/(charge)

12

0.3

-

0.3

(0.3)

-

(0.3)

(LOSS)/PROFIT FOR THE YEAR/PERIOD

(6.0)

-

(6.0)

1.6

(1.1)

0.5

ATTRIBUTABLE TO:

Owners of the Company

24

(1.7)

-

(1.7)

7.1

(1.1)

6.0

Non-controlling interests

24

(4.3)

-

(4.3)

(5.5)

-

(5.5)

(LOSS)/PROFIT FOR THE YEAR/PERIOD

(6.0)

-

(6.0)

1.6

(1.1)

0.5

EARNINGS PER SHARE

Basic (loss)/earnings per share (pence)

13

(0.11)

-

(0.11)

0.58

(0.09)

0.49

Diluted (loss)/earnings per share (pence)

13

(0.11)

-

(0.11)

0.57

(0.09)

0.48

 

The notes are an integral part of these financial statements.

* The directors have defined Net Operating (Loss)/Profit, a non-GAAP measure, as its key profit performance measure as explained in Note 3

 

Consolidated and Company statements of

comprehensive income

For the year ended 31 December 2012 and 15 months ended 31 December 2011

Group

Company

31 December

31 December

2012

2011

2012

2011

Notes

£m

£m

£m

£m

Foreign exchange translation differences

24

(14.8)

(0.2)

-

-

Revaluation of property, plant and equipment

15

2.5

7.2

-

-

Total other comprehensive (expense)/income for the year/period

(12.3)

7.0

-

-

(Loss)/profit for the year/period

(6.0)

0.5

(21.6)

(17.3)

Total comprehensive (expense)/income

(18.3)

7.5

(21.6)

(17.3)

ATTRIBUTABLE TO:

Owners of the Company

(13.1)

9.7

(21.6)

(17.3)

Non-controlling interests

(5.2)

(2.2)

-

-

Total comprehensive (expense)/income

(18.3)

7.5

(21.6)

(17.3)

 

The notes are an integral part of these financial statements.

 

 

 

Consolidated and Company statements of

changes in equity

For the year ended 31 December 2012 and 15 months ended 31 December 2011

 

2012

2011

Owners

Non-

Owners

Non-

of the

controlling

of the

controlling

Company

interests

Total

Company

interests

Total

£m

£m

£m

£m

£m

£m

AT 1 JANUARY 2012/ 1 OCTOBER 2010

135.2

20.5

155.7

107.4

20.3

127.7

(Loss)/profit for the year/period

(1.7)

(4.3)

(6.0)

6.0

(5.5)

0.5

Foreign exchange translation differences

(12.9)

(1.9)

(14.8)

(0.5)

0.3

(0.2)

Revaluation of property

1.5

1.0

2.5

4.2

3.0

7.2

Total comprehensive income

(13.1)

(5.2)

(18.3)

9.7

(2.2)

7.5

Issue of shares

23.1

-

23.1

18.9

-

18.9

Costs associated with share issues

-

-

-

(0.4)

-

(0.4)

Provision for warrants

1.0

-

1.0

-

-

-

Share based payment charge

2.3

-

2.3

0.7

-

0.7

Share options exercised

1.1

-

1.1

0.7

-

0.7

Shares issued in relation to earn out agreement

0.4

-

0.4

-

-

-

Subsidiaries acquired

-

-

-

-

2.2

2.2

Subsidiaries disposed

-

-

-

-

(0.2)

(0.2)

Transfer from subsidiary to jointly controlled entity

0.5

8.6

9.1

-

-

-

Non-controlling interest dividends

-

(0.2)

(0.2)

-

(0.2)

(0.2)

Non-controlling interest put option

-

-

-

(2.3)

-

(2.3)

Capital element of Convertible Bond

-

-

-

1.1

-

1.1

Elimination of non-controlling interest (1)

-

-

-

(0.6)

0.6

-

AT 31 DECEMBER

150.5

23.7

174.2

135.2

20.5

155.7

 

The notes are an integral part of these financial statements.

The Company had total equity brought forward of £125.6m (2011: £123.0m), and during the period issued shares of £23.1m (2011: £18.9m) with share based payment charges of £2.3m (2011: £nil), shares issued in relation to earn out agreement of £0.4m (2011: £nil), share options issued of £nil (2011: £0.7m), provision for warrants of £1.0m (2011: £nil), share options exercised of £1.1m (2011: £0.7m), costs associated with share issued of £nil (2011: £0.4m) and a loss for the period of £21.6m (2011: £17.3m) resulting in total equity carried forward of £131.9m (2011: £125.6m).

(1) The elimination of non-controlling interest relates to removal of the interest of minority shareholders during the period.

 

Consolidated and Company statements of

financial position

As at 31 December 2012 and 31 December 2011

 

Group

Company

31 December

31 December

2012

2011

2012

2011

Notes

£m

£m

£m

£m

ASSETS

Goodwill

14

17.5

17.8

-

-

Other intangible assets

14

16.8

21.9

-

-

Property, plant and equipment

15

130.0

166.2

0.3

0.4

Biological assets

16

40.4

33.8

-

-

Investments in subsidiaries

17

-

-

31.5

31.5

Investments in associates

18

-

6.9

-

5.9

Investment in jointly controlled entity

19

37.4

-

-

-

Other investments

19

0.1

1.7

-

-

Deferred tax assets

20

2.0

1.8

-

-

TOTAL NON-CURRENT ASSETS

244.2

250.1

31.8

37.8

Inventories

21

23.1

20.1

-

-

Trade and other receivables

22

44.2

48.8

147.5

128.2

Cash at bank

23

17.0

12.7

-

-

TOTAL CURRENT ASSETS

84.3

81.6

147.5

128.2

TOTAL ASSETS

328.5

331.7

179.3

166.0

EQUITY

Share capital

24

16.0

13.0

16.0

13.0

Share premium account

24

140.3

138.2

140.3

138.2

Revaluation reserve

24

9.0

9.1

-

-

Share option reserve

24

7.8

5.4

7.8

5.4

Translation reserve

24

(20.7)

(10.4)

-

-

Other reserves

24

31.4

11.0

38.1

17.7

Retained earnings

24

(33.3)

(31.1)

(70.3)

(48.7)

TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

150.5

135.2

131.9

125.6

NON-CONTROLLING INTERESTS

24

23.7

20.5

-

-

TOTAL EQUITY

174.2

155.7

131.9

125.6

LIABILITIES

Loans and borrowings

25

76.3

76.7

-

-

Deferred tax liabilities

20

3.3

4.1

-

-

Obligations under finance leases

25

1.3

18.6

-

-

Provisions

29

1.5

-

-

-

Trade and other payables

28

4.3

16.1

45.1

38.0

TOTAL NON-CURRENT LIABILITIES

86.7

115.5

45.1

38.0

Bank overdraft

23, 25

5.9

12.2

1.0

0.7

Loans and borrowings

25

22.9

3.0

-

-

Obligations under finance leases

25

1.2

4.9

-

-

Trade and other payables

28

37.2

39.7

1.3

1.7

Tax liability

0.4

0.7

-

-

TOTAL CURRENT LIABILITIES

67.6

60.5

2.3

2.4

TOTAL LIABILITIES

154.3

176.0

47.4

40.4

TOTAL EQUITY AND LIABILITIES

328.5

331.7

179.3

166.0

The notes are an integral part of these financial statements.

These financial statements were approved by the Board of Directors and authorised for issue on 27 March 2013. They were signed on its behalf by:

Geoffrey White

Director & Chief Executive Officer

 

 

Consolidated and Company statements of cash flows

For the year ended 31 December 2012 and 15 months ended 31 December 2011

Group

Company

31 December

31 December

2012

2011

2012

2011

Notes

£m

£m

£m

£m

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss)/profit for the period

(6.0)

0.5

(21.6)

(17.3)

Adjustments

30

1.9

(16.4)

14.0

4.9

CASH FLOWS FROM OPERATING ACTIVITIES BEFORE

MOVEMENTS IN WORKING CAPITAL

(4.1)

(15.9)

(7.6)

(12.4)

Change in inventories

(8.1)

(14.3)

-

-

Change in trade and other receivables

(9.8)

(17.3)

(19.7)

(43.1)

Change in trade and other payables

0.2

13.3

0.4

37.1

CASH GENERATED FROM OPERATIONS

(21.8)

(34.2)

(26.9)

(18.4)

Interest received

0.7

0.8

-

0.1

Interest paid

(10.7)

(8.1)

-

-

Interest element of finance lease rental payments

(0.4)

(0.5)

-

-

Income tax paid

(0.9)

(1.2)

-

-

NET CASH FROM OPERATING ACTIVITIES

(33.1)

(43.2)

(26.9)

(18.3)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from the sale of property, plant and equipment

2.6

2.2

-

-

Investment in restricted cash

(3.2)

(3.2)

-

-

Utilisation of restricted cash

3.2

-

-

Acquisition of subsidiary, net of cash acquired

7

(0.9)

(6.1)

-

-

Acquisition of property, plant and equipment

15

(12.6)

(18.4)

(0.1)

(0.1)

Acquisition of intangible assets

14

(0.4)

(5.1)

-

-

Acquisition of associates and joint ventures

-

(1.2)

-

(1.2)

Proceeds from sale of associates

18

2.5

1.1

Proceeds from sale of other investments

19

1.0

-

-

-

Bank overdraft transferred to jointly controlled entity

11

3.5

-

-

-

Proceeds from sale of subsidiary undertaking

-

0.7

-

-

NET CASH FROM INVESTING ACTIVITIES

(4.3)

(31.1)

1.0

(1.3)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issue of share capital net of costs

24

24.1

18.9

24.1

18.9

Proceeds from the issue of share options

24

1.1

0.7

1.1

0.7

Loan advance

28.3

61.1

-

-

Finance leases advanced

1.3

-

-

Repayment of borrowings

(3.9)

(10.6)

-

(1.3)

Payment of finance lease liabilities

(2.7)

(3.7)

-

-

Non-controlling interest dividends paid

24

(0.2)

0.2

-

-

Dividends received from Group companies

-

-

0.4

-

NET CASH FROM FINANCING ACTIVITIES

48.0

66.6

25.6

18.3

Net increase/(decrease) in cash and cash equivalents

10.6

(7.7)

(0.3)

(1.3)

Cash and cash equivalents at the beginning of the period

(2.7)

3.9

(0.7)

0.6

Foreign exchange movements

-

1.1

-

-

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

23

7.9

(2.7)

(1.0)

(0.7)

The notes are an integral part of these financial statements.

 

Notes to the Financial Statements

 

1.. Reporting entity

Lonrho Plc (the "Company") is a company incorporated and domiciled in the United Kingdom. The consolidated financial statements of the Company for the 12 month period ended 31 December 2012 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in associates and jointly controlled entities.

The financial statements were authorised for issue by the Directors on 27 March 2013.

The Company changed its financial year end from 30 September to 31 December annually with effect from the financial period ended 31 December 2011. Accordingly the comparative period information is for the 15 month period to 31 December 2011.

2. Basis of preparation

Statement of compliance

Both the parent Company and the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (Adopted IFRS). On publishing the parent Company financial statements here together with the Group financial statements, the Company is taking advantage of the exemption in section 408(4) of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements. The loss of the Company is disclosed in note 24 to the accounts.

 

Going concern

Although the current on-going economic conditions create uncertainty, the Group's forecast and projections, taking into account possible changes in trading performance, together with mitigating actions that are within managements control show that the Group is expected to be able to operate within the level of its debt facilities.

 

The Directors are carefully monitoring cash resources across the Group and have instigated a number of initiatives to ensure funding will be available for planned projects.

 

Following the careful review of on-going performance, and after making due enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the accounts

Functional and presentation currency

The financial statements are presented in pounds sterling which is the Company's functional currency. All financial information presented has been rounded to the nearest £0.1m.

 

Basis of measurement

 

The financial statements have been prepared on the historical cost basis except for the revaluation of certain long leasehold properties, related derivative financial instruments at fair value and certain jointly controlled entities and biological assets at fair value.

The accounting policies set out in these financial statements have been applied to all periods presented. A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013 and have not been applied in preparing the Group accounts. None of these are expected to have a significant effect on the financial statements of the group, except for IFRS 9 Financial Instruments. The Group does not plan to adopt this standard early and the extent of the impact has not been

determined.

 

Use of estimates and judgments

The preparation of financial statements in conformity with Adopted IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Estimates made by management in the application of Adopted IFRS that have significant effect on the financial statements with a significant risk of material adjustment in the next year are discussed in the following notes:

 

·; valuation of associates (note 18)

·; valuation of biological assets (note 16)

·; share of results of jointly controlled entity (note 19)

·; impairment of interest in jointly controlled entity (note 19)

Judgements made by management in the application of Adopted IFRS that have significant effect on the financial statements are:

·; the determination of the functional currencies of subsidiaries (note 3c)

·; the determination of the accounting treatment in respect of the acquisition of investments as either associates, joint ventures or subsidiaries (note 3(a))

·; the determination whether certain transactions represent business combinations (note 7)

·; the determination of investments as jointly controlled entity based on relative shareholder interest (note 11)

·; the conclusion as to whether certain businesses should be presented as part of continuing or discontinuing operations (note 8)

The timing of revenue recognition is not subject to significant uncertainty.

3. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements. The accounting policies have been applied consistently by Group entities.

(a) Basis of consolidation

Subsidiaries

The consolidated financial statements incorporate the financial statements of Lonrho Plc and entities controlled by Lonrho Plc (its subsidiaries). Control is achieved where Lonrho Plc (the Company) has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The portion of a non-controlling interest is stated at the non-controlling interest's proportion of the fair values of the assets and liabilities recognised. Subsequently, losses applicable to the non-controlling interest in excess of the non-controlling interest in the subsidiary's equity are allocated against the interests of the Group where the non-controlling interest has a specific exemption from making an additional investment to cover the losses. Future profits attributable to the non-controlling interest are not recognised until the unrecognised losses have been extinguished.

The results of entities acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

 

Associates, Joint Ventures and jointly controlled entities

 

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 percent and 50 percent of the voting power of

 another entity. Jointly controlled entities are those entities whose activities the Group has joint control, established by contractual arrangement.

 

Investments in associates and jointly controlled entities are accounted for under the equity method and are usually recognised initially at cost. The cost of the investment includes transaction costs. Upon contribution of a subsidiary to a jointly controlled entity, the Group derecognises the assets and liabilities of the subsidiary, and replaces with the fair value of the jointly controlled entity. Any gain arising is recognised in full in the income statement.

 

 

The consolidated financial statements include the Group's share of the profit or loss and other comprehensive income of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases.

 

When the Group's share of losses exceeds its interest in an equity accounted investee, the carrying amount of the investment, including any long term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

 

 

The Company records interests in associate, joint ventures and jointly controlled entities initially at cost and thereafter at cost less provisions for impairment.

The acquisition of subsidiaries and businesses is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non-current assets that are classified as held for sale in accordance with IFRS 5, which are recognised and measured at fair value less costs to sell. 

 

Business combinations

Goodwill arising on acquisition is initially measured at cost, being the excess of the fair value of the consideration over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

When the excess is negative the identified fair values are reassessed to ensure that all acquired assets and liabilities have been recognised.

If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the fair value of the consideration, the excess is recognised immediately in the income statement.

The interest of non-controlling interests in the acquiree is initially measured at the non-controlling interest's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Put options

Equity put options held by non-controlling interest holders are recognised as financial liabilities at the present value of amounts payable on their exercise with a corresponding entry to other reserves. The Group continues to recognise non-controlling interests in respect of these equity investments where the risks and rewards of ownership are deemed to have been retained by the non-controlling interest holders.

(b) Intangible assets

Goodwill

Positive goodwill arising on consolidation is recognised as an asset.

Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at cost less accumulated impairment losses. The recoverable amount is estimated at each reporting date. Any impairment loss is recognised immediately in the income statement and is not subsequently reversed when the carrying amount of the asset exceeds its recoverable amount.

Any impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (groups of units) and then, to reduce the carrying amount of other assets in the unit (groups of units) on a pro rata basis.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gain or loss on disposal. Goodwill arising on acquisitions before the date of transition to adopted IFRS has been retained at the previous UK GAAP amounts, after being tested for impairment at that date.

Other intangible assets

Other intangible assets are measured initially at cost and are amortised on a straight-line basis over their estimated useful lives. The carrying amount is reduced by any provision for impairment where necessary.

On a business combination, as well as recording separable intangible assets already recognised in the statement of financial position of the acquired entity at their fair value, identifiable intangible assets that are separable or arise from contractual or other legal rights are also included in the acquisition statement of financial position at fair value.

Amortisation on intangible assets is charged on a straight line basis over their useful economic life, on the following basis:

Brands 5 years

Intellectual property 5 years

Licences Life of licence, not to exceed 5 years

Customer relationships 5 years - 10 years

Franchises 5 years

Contractual rights Life of right, not to exceed 20 years

Costs directly associated with the acquisition of the licenses required to provide commercial airline services are capitalised as intangible assets in accordance with IAS38 within contractual rights. Costs are capitalised from the point that it is highly likely the conditions to acquire the licence will be met and the commercial success of the airline operations is anticipated. Capitalised costs excluded start up losses and any costs not directly attributable to obtaining the licence. No such costs have been incurred in 2012 as they did not meet the conditions for capitalisation as intangible assets.

(c) Foreign currencies

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentational currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions denominated in foreign currencies are translated into the respective functional currency of the Group entities using the exchange rates prevailing at the dates of transactions. Non-monetary assets and liabilities are translated at the historic rate. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rates of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the income statement for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value in respect of which gains and losses are recognised directly in equity are also recognised directly in equity.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing at the reporting date. Income and expense are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case weighted average rates are used. Exchange differences arising, if any, are classified in equity and are transferred to the Group's foreign currency translation

reserve within equity. Such translation is recognised as income or as expense in the period in which the operation is disposed of.

All foreign exchange gains or losses that are reflected in the income statement are presented within financing income or expense.

(d) Taxation

The tax expense represents the sum of current tax and deferred tax.

Current taxation

Current tax is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred taxation

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on the investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates substantially enacted at the reporting date, that apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

(e) Investments

The Group's investments in equity securities that are not associates or joint ventures are classified as either available-for-sale financial assets or assets at fair value through profit and loss. This designation is made on acquisition of individual investments. For available for sale financial assets subsequent to initial recognition, they are measured at fair value or cost where fair value cannot be assessed and changes therein, other than impairment losses (see below), are recognised directly in equity. When an investment is de-recognised, the cumulative gain or loss in equity is transferred to the income statement. For assets at fair value through profit and loss, subsequent to initial recognition they are measured at fair value and changes recognised within gains/losses on other investments in the income statement.

Impairment

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.

All impairment losses are recognised in the income statement. Any cumulative loss in respect of an available-for-sale financial asset recognised previously in equity is transferred to the income statement.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in the income statement. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.

(f) Property, plant and equipment

Long leasehold land and buildings are stated in the statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the reporting date.

Any revaluation increase arising on the revaluation of such land and buildings is credited to the revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case the increase is credited to the income statement to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such land and building is charged as an expense to the extent that it exceeds the balance if any, held in the revaluation reserve relating to a previous revaluation of that asset. Depreciation on revalued buildings is charged to the income statement. On subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining is transferred directly to retained earnings.

All other assets are stated at historical cost less accumulated depreciation and accumulated impairment losses.

Depreciation is charged so as to write off the cost or valuation of assets (less estimated residual values updated annually), other than long leasehold land, over their estimated useful lives, on the following basis:

Long leasehold land and buildings 2% of cost

Short leasehold land and buildings Over the term of the lease

Plant and machinery 10% of cost

Fixtures and fittings 15% - 25% of cost

Aircraft 5% - 6.67% of cost

 

The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement for the period.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, over the relevant lease term.

In respect of aircraft, subsequent costs incurred which lend enhancement to future periods such as long term scheduled maintenance and major overhaul of aircraft and engines are capitalised and amortised over the length of the period benefiting from those enhancements. All other costs relating to maintenance are charged to the income statement as incurred.

(g) Biological assets

Certain Group subsidiaries involved in the production of fresh produce recognise biological assets, which includes agricultural produce due for harvest on fruit plantations. Under IAS41, Biological Assets are required to be included at fair value. Fair value is determined by reference to the net present value of the biological assets at the reporting date. Biological assets are stated at fair value less estimated point of sale costs, with any resultant gain or loss recognised in the income statement. The valuation of the fruit plantations is based on discounted cashflow models whereby the fair value of the assets is calculated using cashflows for continuous operations taking into account growth and yield potential.

When the fruit or other biological asset is harvested, it is transferred to inventory at the lower of cost and net realisable value.

 

(h) Impairment of assets excluding goodwill, inventories and deferred tax assets

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.

An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.

A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation increase.

(i) Financial instruments

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Trade receivables

Trade receivables are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated recoverable amounts are recognised in the income statement when there is objective evidence the asset is impaired.

Restricted cash

Restricted cash is cash at bank that is not freely available due to specific restrictions on its use (note 23). It is presented together with Cash and cash equivalents as Cash at bank in the Statement of financial position.

Trade payables

Trade payables are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

Bank borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

Derivative cash flow hedging instruments

Derivative cash flow hedging instruments are initially recognised, and subsequently measured, at fair value. The fair values of

derivative hedging instruments are determined based on market data to calculate the present value of all estimated flows

associated with each instrument at the balance sheet date. Changes in their fair values are recognised directly in other

comprehensive income (to the extent that they are effective), with the ineffective portion being recognised in the income

statement. In order to qualify for hedge accounting, the Group is required to document prospectively the relationship between

the item being hedged and the hedging instrument.

The Group is also required to demonstrate an assessment of the relationship between the hedged item and the hedging instrument

 which shows that the hedge will be highly effective on an ongoing basis. This effectiveness testing is re-performed periodically to

 ensure that the hedge has remained, and is expected to remain, highly effective.

 

(i)Financial instruments (continued)

Hedge accounting is discontinued when a hedging instrument is derecognised (e.g. through expiry or disposal), or no longer

qualifies for hedge accounting. Where the hedged item is a highly probable forecast transaction, the related gains and losses

remain in equity until the transaction takes place, when they are reclassified to the income statement. When a hedged futuretransaction is no longer expected to occur, any related gains and losses, previously recognised in other comprehensive income,are immediately reclassified to the income statement.

Derivative fair value changes recognised in the income statement are either reflected in arriving at operating profit (if the hedged item is similarly reflected) or in finance expense.

 

(j)Capital management

 

The Board's policy for the Group and Company is to maintain a strong capital base so as to maintain investor, creditor and

market confidence and to sustain future development of the business. The Board of Directors monitors ROCE (return on capital

employed) and ROE (return on equity) as part of its capital management.

 

(k)Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable direct expenditure and attributable overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

. Significant accounting policies (continued)

(l) Share based payments

The Group provides benefits to certain employees, including senior executives, in the form of share based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(m) Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis.

(n) Dividends

Interim dividends are recognised when paid and final dividends are recognised as liabilities in the period in which they are approved by shareholders.

(o) Provisions

A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(p) Revenue recognition

Revenue, for the other major segments not detailed below, is derived from the sale of goods and services and is measured at the fair value of consideration received or receivable, after deducting discounts, volume rebates, value-added tax and other sales taxes. A sale of goods and services is recognised when recovery of the consideration is probable, there is no continuing management involvement with the goods and services and the amount of revenue can be measured reliably.

A sale of goods is recognised when the significant risks and rewards of ownership have passed to the buyer, the associated costs and possible return of goods can be estimated reliably. This is when title and insurance risk have passed to the customer and the goods have been delivered to a contractually agreed location.

A sale of services is recognised when the service has been rendered.

Infrastructure division

Included within the infrastructures division is revenue from port activities. Revenue from port activities represents the income earned from the provision of port facilities, which comprise cargo and other handling, towage, pilotage, conservancy and waste management services and port related rental income. Such revenue is recorded once the service has been provided.

Agribusiness division

Revenue for the agribusiness division includes the invoice value of goods where the Group grows or takes ownership risk on the relevant produce. Where the Group provides logistics or processing services without taking ownership risk on the relevant produce, revenue comprises the invoiced value of the services provided. Revenue is recognised when the supply of the goods or services are completed. There are no discounts or other arrangements that create uncertainty over the level of revenue recognised.

Support services division

The Group supplies an immaterial amount of bundled IT services. When these occur revenue is allocated based on the fair values of the respective services provided.

 

Aircraft division

Revenue for the aircraft division comprises the invoiced value of airline services, net of passenger taxes, discounts, plus ancillary revenue. Revenue from the sale of flight seats (passenger revenue) is recognised in the period in which the service is provided. Unearned revenue represents flight seats sold but not yet flown and is included within deferred income.

(q) Leases

Leases are classified according to the substance of the transaction. A lease that transfers substantially all the risks and rewards of ownership to the lessee is classified as a finance lease. All other leases are classified as operating leases.

Finance leases

Finance leases are capitalised in the statement of financial position at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability is shown as a finance lease obligation to the lessor. Leasing repayments comprise both a capital and a finance element. The finance element is written off to the income statement so as to produce an approximately constant periodic rate of charge on the outstanding obligation.

 

Operating leases

Operating lease rentals are charged to the income statement on a straight line basis over the period of the lease.

(r) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in the income statement in the period in which they are incurred.

(s) Earnings per share

Basic earnings per share is calculated based on the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is based upon the weighted average number of shares in issue throughout the year, adjusted for the dilutive effect of potential ordinary shares. The potential dilutive ordinary shares in issue are employee share options and the equity conversion element of the convertible bond.

(t) Reportable segments

Segments are determined to be the lowest operational segment that the Chief Operating Decision Maker ("CODM") evaluates the result of the segment and allocates resources to that segment. This is based on the Group's internal organisation and the financial information provided to the CODM.

(u) Assets and liabilities classified as held for sale

Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group's accounting policies. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets and deferred tax assets, which continue to be measured in accordance with the Group's accounting policies. Impairment losses on initial classification as held for sale and subsequent gains or losses on re-measurement are recognised in the income statement. Gains are not recognised in excess of any cumulative impairment loss.

(v) Convertible bonds

Convertible bonds are regarded as compound instruments, consisting of a liability component and either an equity component or an embedded derivative component.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible bonds and the fair value assigned to the liability component represents the value of either an equity component or an embedded derivative component attributable to the embedded option to convert the bonds into equity of the Group.

IAS 32 states that a derivative contract that will be settled by the entity receiving or delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash or another financial asset is an equity instrument. It also states that a contract that will be settled by the entity delivering or receiving a fixed number of its own equity instruments in exchange for a variable amount of cash or another financial asset is a financial asset or financial liability. For the purposes of the consolidated financial statements, when making the assessment of whether a convertible bond, when exercised, gives rise to the exchange of a fixed or variable amount of cash, or other financial asset, the functional currency of the parent company relative to the currency denomination of the bonds is considered in addition to other features within the bond.

For convertible bonds issued by the Group where there is a difference between the currency of the bond and the functional currency of the issuer, the embedded option to convert the bonds is recorded as a derivative liability because it is not a contract to exchange a fixed number of shares for a fixed amount of bonds. The embedded derivative liability component is separately identified and measured at fair value through profit or loss. For convertible bonds issued by the Group where the currency of the bond and the functional currency of the issuer are the same, i.e. where on conversion of the bonds a fixed number of shares is exchanged for a fixed amount of bonds, the value of the embedded option to convert the bonds is recorded within equity on initial recognition.

Issue costs are apportioned between the liability and embedded option components of the convertible bonds (recorded as equity or as a derivative liability) based on their relative carrying amounts at the date of issue.

The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar non-convertible debt to the liability component of the instrument. This interest expense, recognised in the income statement, is calculated using the effective interest method, i.e. the difference between the interest expense on the liability component and the interest paid is added to the carrying amount of the convertible bond.

(w) Non-GAAP measures

Following a review of key performance indicators used by the Directors and consultations with key stakeholders, the Directors have revised the key non-GAAP profit measure used to monitor performance of the business. From 1 January 2012 the key non-GAAP profit measure used by the board is net operating profit which is defined as operating profit before amortisation of acquired intangible assets and share based payment charges less net finance charges. The directors believe that this measure best reflect the trading performance of the group.

 

4. Segment reporting

The "Chief Operating Decision Maker" (CODM) is deemed to be the Executive Committee who monitors the results of the business segments to assess performance and make decisions about the allocation of revenues. Segment performance is evaluated on both revenue and net operating profit/(loss).

Segment results, assets and liabilities include items directly attributable to a segment as well as those that are allocated on a reasonable basis. Unallocated items comprise mainly corporate assets and expenses.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.

There is no inter-segment revenue.

Business segments

The Group has four core continuing reportable segments which are organised around the basis of products and services which they provide:

·; Agribusiness

·; Infrastructure

·; Support services

·; Hotels

The Group has not aggregated any operating segment in arriving at this analysis. Following the contribution of a subsidiary to a jointly controlled entity (note 11), the transportation division from the 29 June 2012 is no longer considered a core operating division but remains a continuing operation. This is consistent with the reports provided to the (CODM).

The head office division includes head office costs that are not allocated to the operating divisions. The revenue from the head office division relates to income from related parties.

Geographical analysis

All of the segments operate in various parts of Africa, Europe and Americas.

Business segments

Year ended 31 December 2012

Agri-business

Infra-structure

Support Services

Hotels

Head office

 Core operating divisions

Trans-portation

Continuing operations

Dis-continued operations

Total

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

EXTERNAL REVENUE

123.6

23.5

27.0

11.9

0.3

186.3

20.2

206.5

-

206.5

Net operating profit/(loss): Segment result*

2.0

2.8

2.1

(1.9)

(8.4)

(3.4)

(8.9)

(12.3)

-

(12.3)

Amortisation

(1.4)

-

(0.3)

-

-

(1.7)

(0.5)

(2.2)

-

(2.2)

Share based payments expense

-

-

-

-

(2.3)

(2.3)

-

(2.3)

-

(2.3)

OPERATING PROFIT/(LOSS) AFTER FINANCING

 

0.6

 

2.8

 

1.8

 

(1.9)

 

(10.7)

 

(7.4)

 

(9.4)

 

(16.8)

 

-

 

(16.8)

Share of results of associates

-

-

-

-

(4.4)

(4.4)

-

(4.4)

-

(4.4)

Share of results of jointly controlled entity

-

-

-

-

(10.6)

(10.6)

-

(10.6)

-

(10.6)

Gain on contribution of subsidiary to jointly controlled entity

 

-

 

-

 

-

 

-

 

33.5

 

33.5

 

-

 

33.5

 

-

 

33.5

Impairment of jointly controlled entity

 

-

 

-

 

-

 

-

 

(7.7)

 

(7.7)

 

-

 

(7.7)

 

-

 

(7.7)

Loss on other investments

-

-

-

-

(0.3)

(0.3)

-

(0.3)

-

(0.3)

Income tax credit/(charge)

1.3

(0.3)

(0.3)

(0.4)

-

0.3

-

0.3

-

0.3

PROFIT/(LOSS) FOR THE YEAR

1.9

2.5

1.5

(2.3)

(0.2)

3.4

(9.4)

(6.0)

-

(6.0)

Net operating profit /(loss) before financing

4.9

4.3

2.1

(0.4)

(6.4)

4.5

(7.6)

(3.1)

(0.1)

(3.2)

Net finance (expense)/income

(2.9)

(1.5)

-

(1.5)

(2.0)

(7.9)

(1.3)

(9.2)

0.1

(9.1)

NET OPERATING PROFIT/(LOSS): SEGMENT RESULT*

2.0

2.8

2.1

(1.9)

(8.4)

(3.4)

(8.9)

(12.3)

-

(12.3)

 

*See accounting policy note (w)

 

 

15 months ended 31 December 2011

Agri-business

Infra-structure

Support Services

Hotels

Head office

Core operating divisions

Trans-portation

Continuing operations

Dis-continued operations

Total

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

EXTERNAL REVENUE

94.5

21.8

25.1

11.5

-

152.9

35.5

188.4

0.2

188.6

Net operating profit/(loss):Segment result*

 

32.5

 

(2.4)

 

1.4

 

3.1

 

(14.0)

 

20.6

 

(11.0)

 

9.6

 

(1.1)

 

8.5

Amortisation

(1.0)

(0.1)

(0.4)

-

-

(1.5)

(0.6)

(2.1)

-

(2.1)

Share based payments expense

 

-

 

-

 

-

 

-

 

(0.7)

 

(0.7)

 

-

 

(0.7)

 

-

 

(0.7)

OPERATING PROFIT/(LOSS) AFTER FINANCING

 

31.5

 

(2.5)

 

1.0

 

3.1

 

(14.7)

 

18.4

 

(11.6)

 

6.8

 

(1.1)

 

5.7

Share of results of associates

 

-

 

-

 

-

 

-

 

(5.9)

 

(5.9)

 

-

 

(5.9)

 

-

 

(5.9)

Share of results of jointly controlled entity

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Gain on contribution of subsidiary to jointly controlled entity

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Gain on other investments

0.6

-

-

-

0.4

1.0

-

1.0

-

1.0

Income tax credit/(charge)

(0.4)

-

(0.5)

(0.2)

0.8

(0.3)

-

(0.3)

-

(0.3)

PROFIT/(LOSS) FOR THE PERIOD

31.7

(2.5)

0.5

2.9

(19.4)

13.2

(11.6)

1.6

(1.1)

0.5

Net operating profit /(loss) before financing

 

35.4

 

(1.6)

 

0.6

 

3.3

 

(9.5)

 

28.2

 

(9.2)

 

19.0

 

(1.1)

 

17.9

Net finance (expense)/income

 

(2.9)

 

(0.8)

 

0.8

 

(0.2)

 

(4.5)

 

(7.6)

 

(1.8)

 

(9.4)

 

-

 

(9.4)

NET OPERATING PROFIT/(LOSS): SEGMENT RESULT*

 

32.5

 

(2.4)

 

1.4

 

3.1

 

(14.0)

 

20.6

 

(11.0)

 

9.6

 

(1.1)

 

8.5

 

Business segments

 

*See accounting policy note (w)

 

 

Year ended 31 December 2012

Agri-business

Infra-structure

Support Services

Hotels

Head office

 Core operating divisions

Trans-portation

Continuing operations

Dis-continued operations

Total

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Segment operating assets

 

136.8

 

85.4

 

16.2

 

46.3

 

-

 

284.7

 

-

 

284.7

 

0.7

 

285.4

Other investments

-

-

-

-

0.1

0.1

-

0.1

-

0.1

Investment in jointly controlled entity

 

-

 

-

 

-

 

-

 

37.4

 

37.4

 

-

 

37.4

 

-

 

37.4

Unallocated assets/interest bearing assets

 

-

 

-

 

-

 

-

 

5.6

 

5.6

 

-

 

5.6

 

-

 

5.6

Total Assets

136.8

85.4

16.2

46.3

43.1

 

327.8

-

327.8

0.7

328.5

Segment operating liabilities

60.9

15.9

9.5

18.5

-

104.8

-

104.8

0.5

105.3

Unallocated liabilities/interest bearing liabilities

 

-

 

-

 

-

 

-

 

49.0

 

49.0

 

-

 

49.0

 

-

 

49.0

Total Liabilities

60.9

15.9

9.5

18.5

49.0

153.8

-

153.8

0.5

154.3

Depreciation of segment assets

2.7

3.5

0.6

1.5

0.2

8.5

1.1

9.6

-

9.6

Amortisation of segment assets

1.4

-

0.3

-

-

1.7

0.5

2.2

-

2.2

Capital expenditure

7.2

3.0

0.6

3.0

0.2

14.0

0.3

14.3

-

14.3

 

 

15 months ended 31 December 2011

Agri-business

Infra-structure

Support Services

Hotels

Head office

 

 Core operating divisions

Trans-portation

Continuing operations

Dis-continued operations

Total

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Segment operating assets

112.2

82.1

15.3

46.4

-

256.0

53.0

309.0

0.3

309.3

Investments in associates

-

-

-

-

6.9

6.9

-

6.9

-

6.9

Other investments

-

-

-

-

1.7

1.7

-

1.7

-

1.7

Investment in jointly controlled entity

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Unallocated assets/ interest bearing assets

 

-

 

-

 

-

 

-

 

13.8

 

13.8

 

-

 

13.8

 

-

 

13.8

Total Assets

112.2

82.1

15.3

46.4

22.4

278.4

53.0

331.4

0.3

331.7

Segment operating liabilities

 

47.1

 

13.2

 

9.0

 

16.9

 

-

 

86.2

 

39.5

 

125.7

 

0.1

 

125.8

Unallocated liabilities/interest bearing liabilities

 

-

 

-

 

-

 

-

 

50.2

 

50.2

 

-

 

50.2

 

-

 

50.2

Total Liabilities

47.1

13.2

9.0

16.9

50.2

136.4

39.5

175.9

0.1

176.0

Depreciation of segment assets

2.3

4.1

0.6

1.5

0.2

8.7

1.2

9.9

-

9.9

Amortisation of segment assets

1.0

0.1

0.4

-

-

1.5

0.6

2.1

-

2.1

Capital expenditure

6.4

4.7

0.8

0.5

0.1

12.5

30.9

43.4

-

43.4

 

 

 

Geographical analysis

 

 

 

 

Year ended 31 December 2012

SouthernAfrica£m

EastAfrica£m

WestAfrica£m

CentralAfrica£m

Europe £m

 

 

 

Americas

£m

Consolidated continuing

Asia operations

£m £m

Discontinuingoperation£m

Revenue by location ofexternal customers

123.7

27.3

18.4

18.8

5.7

10.9

1.7 206.5

-

Revenue by location of assets

144.3

25.2

17.7

18.8

0.5

-

- 206.5

-

Net assets

99.4

2.1

69.5

8.8

(5.9)

-

- 173.9

0.3

Capital expenditure

9.9

0.5

2.9

0.9

0.1

-

- 14.3

-

 

 

 

 

 

15 months ended 31 December 2011

SouthernAfrica£m

EastAfrica£m

WestAfrica£m

CentralAfrica£m

Europe

£m

Consolidated continuing

Americas operations

£m £m

Discontinuingoperation£m

Revenue by location ofexternal customers

100.3

36.5

16.2

10.0

19.0

6.4 188.4

0.2

Revenue by location of assets

128.2

35.9

14.7

8.9

0.7

- 188.4

0.2

Net assets/(liabilities)

66.4

10.7

65.1

20.3

(7.0)

- 155.5

0.2

Capital expenditure

7.7

30.3

4.9

0.3

0.2

- 43.4

-

 

 

5.Revenue

 

Continuing operations

Discontinued operation

Total

Year

ended 31 December

15 months ended 31 December

Year

ended 31 December

15 months ended 31 December

Year ended 31 December

15 months ended 31 December

2012

2011

2012

2011

2012

2011

£m

£m

£m

£m

£m

£m

Sale of goods

80.3

52.1

-

-

80.3

52.1

Services

126.2

136.3

-

0.2

126.2

136.5

206.5

188.4

-

0.2

206.5

188.6

 

 

 

6. Group net operating costs

Year ended ended 31 December

15 months ended 31 December

2012

2011

£m

£m

Cost of sales

146.9

137.9

Operating costs

77.1

81.0

Gain arising on fair valuation of biological assets (note 16)*

(9.2)

(27.4)

Other operating income

(0.6)

(18.0)

NET OPERATING COSTS

214.2

173.5

 

INCLUDED IN NET OPERATING COSTS ABOVE ARE:

Depreciation of property, plant and equipment

9.6

9.9

Amortisation of intangible assets (other than goodwill)

2.2

2.1

Share based payments (notes 24 and 27)

2.3

0.7

Operating lease rentals:

- Land and buildings

3.1

1.7

- Plant and machinery

0.2

-

- Aircraft

3.4

6.0

Staff costs (note 9)

35.0

41.4

Legal fees and listing costs

1.6

2.8

Gain on acquisition - ATdm (note 7)*

-

(4.0)

Gain on acquisition - Home Farms (note 7)*

-

(11.8)

Restructuring and reorganisation costs

4.0

-

Pre-operating losses

1.8

-

Acquisition costs

-

0.5

Impairment of trade receivables

0.5

0.5

Impairment of other investments

-

0.4

Loss on sale of property, plant and equipment

0.4

-

Profit on disposal of subsidiary

-

 (0.5)

Included in the prior period result of the transportation segment are start up costs of £8.1m.

* In accordance with the requirements of IAS 1, the Directors have presented movements in the fair value of biological assets and gains arising on acquisition as separate items on the face of the income statement to provide full visibility of these items.

Auditor's remuneration

Year ended 31 December

15 months ended 31 December

2012

2011

£m

£m

Fees payable to the Company's auditors for the audit of the Company's annual accounts

0.1

0.1

For the audit of the Company's subsidiaries pursuant to legislation

0.3

0.4

Total audit fees

0.4

0.5

All services related to corporate finance transactions *

-

0.8

Total fees payable to the Company's auditors

0.4

1.3

* Fees relating to listing and share issues during the period.

 

 

7. Acquisition of subsidiaries

7(a) Acquisition of subsidiaries in the current period

Lonagro Tanzania

 

With effect from 17 January 2012, the Group acquired 100% of the issued share capital of LonAgro Tanzania Limited for a consideration of US1.4m (£0.9 m). LonAgro Tanzania is based in Dar es Salaam, the commercial hub of Tanzania, and has exclusive John Deere distributorship for Tanzania.

 

Fair value

Values

Pre acquisition

adjustment

recognised on

carrying value

on acquisition

acquisition

£m

£m

£m

Inventory

0.1

-

0.1

Intangible assets related to franchise

-

1.2

1.2

Trade and other payables

(0.1)

-

(0.1)

Deferred tax liability

-

(0.3)

(0.3)

NET IDENTIFIABLE ASSETS AND LIABILITIES

-

0.9

0.9

Consideration paid

-

-

0.9

Goodwill on acquisition

-

-

-

 

LonAgro Tanzania contributed £1.8m to the Group's revenue and £0.4m loss before tax for the period between the date of acquisition and the reporting date.

 

There were no significant transaction costs incurred to acquire the company.

 

7(b) Acquisition of subsidiaries in the prior period

AFEX

With effect from 1 January 2011, the Group acquired 100% of the issued share capital of Global Horizons Ltd a company registered in the Isle of Man (which via subsidiaries in Kenya and South Sudan trades as AFEX) for an initial consideration of US$3m (£1.9m). Further payments of up to US$5m (£3.1m) will be payable over two years based on an EBIT related earn-out formula. AFEX's main focus of current operations is in supplying secure accommodation in Juba in the Republic of South Sudan. This infrastructure is in great demand from corporate clients, NGO's, and Government Aid Agencies working in the Republic of South Sudan.

The transaction has been accounted for by the purchase method of accounting. The fair value of the net assets at 1 January 2011 is set out below:

 

Fair value

Values

Pre acquisition

adjustment

recognised on

carrying value

on acquisition

acquisition

£m

£m

£m

Property, plant and equipment

 2.9

-

2.9

Inventory

0.1

-

0.1

Trade and other receivables

1.6

-

1.6

Cash and Cash equivalents

0.6

-

0.6

Trade and other payables

(3.3)

 0.1

(3.2)

Deferred tax liability

-

(0.5)

(0.5)

Intangible related to customer relationships

-

 2.3

2.3

NET IDENTIFIABLE ASSETS AND LIABILITIES

1.9

1.9

3.8

Consideration paid

1.9

Contingent consideration

2.5

Goodwill on acquisition

0.6

 

The transaction costs incurred to acquire the company were £0.1m and have been expensed in operating costs in the income statement.

The goodwill arising on the acquisition of AFEX is attributable to the anticipated profitability of the distribution of the company's services to new customers and the value attributed to the skills and experience of the acquired work force.

In 2011, AFEX contributed £8.4m to the Group's revenue and £0.7m profit to the Group's profit before tax for the period between the date of acquisition and the reporting date.

 

There have been no changes in the recognised amount of contingent consideration, which have been based on the future probability of the business.

 

FISH ON LINE (PTY) LIMITED

With effect from 1 June 2011, the Group acquired 51% of the issued share capital of Fish On Line (Pty) Limited for an initial consideration of £0.3m.

Pursuant to the share purchase agreement, the sellers have been granted a put option to sell their remaining 49% to Lonrho three years after the signature date at a purchase price of 6x multiple of Fish On Line's profit before tax for the 2014 financial year end, which is capped at a maximum of South African Rand (ZAR) 35.0m (£3.0m).

The transaction has been accounted for by the purchase method of accounting. The fair value of the net assets at 1 June 2011 is set out below:

 

Fair value

Values

Pre acquisition

adjustment

recognised on

carrying value

on acquisition

acquisition

£m

£m

£m

Property, plant and equipment

0.1

-

0.1

Inventory

0.8

-

0.8

Trade and other receivables

1.2

-

1.2

Cash and Cash equivalents

(0.8)

-

(0.8)

Trade and other payables

(0.7)

-

(0.7)

Loans and borrowings

(0.2)

-

(0.2)

Intangible related to customer relationships

-

0.1

0.1

NET IDENTIFIABLE ASSETS AND LIABILITIES

0.4

0.1

0.5

Non-controlling interest share

(0.2)

Consideration paid

 0.3

Goodwill on acquisition

-

 

The transaction costs incurred to acquire the company were £0.1m and have been expensed in operating costs in the income statement. The transaction has been accounted using the present access method as the non-controlling interest is considered to have an ongoing interest in the results of the company. The put option liability has been calculated at £2.3m allowing for the effect of discounting. The corresponding entry has been recorded as a debit to other reserves.

 

In 2011, Fish On Line (Pty) Limited contributed £5.8m to the Group's revenue and £0.1m loss to the Group's profit before tax for the period between the date of acquisition and the reporting date.

 

7(b) Acquisition of subsidiaries in the prior period (continued)

GRINDROD PCA (now LONRHO LOGISTICS)

With effect from 1 July 2011, the Group acquired 100% of the trading assets of South African based Grindrod PCA for a consideration of ZAR 50m (£4.6m).

The transaction has been accounted for by the purchase method of accounting. The fair value of the net assets at 1 July 2011 is set out below:

 

 

Fair value

Values

Pre acquisition

adjustment

recognised on

carrying value

on acquisition

acquisition

£m

£m

£m

Property, plant and equipment

0.6

-

 0.6

Trade and other receivables

5.4

-

 5.4

Cash and Cash equivalents

0.9

-

 0.9

Trade and other payables

(5.1)

-

(5.1)

Deferred tax liability

-

(0.3)

(0.3)

Intangible related to customer relationships

-

1.2

 1.2

NET IDENTIFIABLE ASSETS AND LIABILITIES

1.8

0.9

2.7

Consideration paid

4.6

Contingent consideration

-

Goodwill on acquisition

1.9

The transaction costs incurred to acquire the company were £0.1m and have been expensed in operating costs in the income statement.

The goodwill arising on the acquisition of Grindrod PCA is attributable to the anticipated profitability of the distribution of the company's services, and the experience and expertise of the acquired work force.

In 2011, Grindrod PCA contributed £17.2m to the Group's revenue and £0.2m profit to the Group's profit before tax for the period between the date of acquisition and the reporting date.

 

ALDEAMENTO TURISTICO DE MACUTI SARL "ATDM"

On 30 September 2011, the Group acquired 80% of the issued share capital of ATdM from Cambria Africa Plc (formally LonZim Plc) for US$5.1m (£3.4m), which will be settled in cash over the next 5 years. Pursuant to the share purchase agreement, Lonrho Hotels will also take responsibility for liabilities up to US$2.7m (£1.7m), the fair value of which has been determined at £1.2m.

The transaction has been accounted for by the purchase method of accounting. The fair value of the net assets at 30 September 2011 is set out below:

 

Fair value

Values

Pre acquisition

adjustment

recognised on

carrying value

on acquisition

acquisition

£m

£m

£m

Property, plant and equipment

 4.5

6.1

10.6

Trade and other payables

(0.6)

-

(0.6)

NET IDENTIFIABLE ASSETS AND LIABILITIES

3.9

6.1

10.0

Non-controlling interest share

(2.0)

Liabilities acquired not attributable to non-controlling interest

 0.6

Deferred consideration

 3.4

Gain on acquisition

(4.0)

The transaction costs incurred to acquire the company were £0.1m and have been expensed in operating costs in the income statement.

As a first phase Lonrho Hotels plans to refurbish existing property on the site to establish an easyHotel by Lonrho and provide quality office space for key companies seeking to establish offices in Beira.

The negative goodwill arising on the acquisition of ATdM is attributable to the fair value of the property reflecting its current development potential and arises as the vendor was unable to provide the necessary experience and funding required to exploit the business fully and realise its fair value. The gain arising from negative goodwill of £4.0m is presented within operating income within the income statement.

In 2011, ATdM contributed £nil to the Group's revenue and £nil profit to the Group's profit before tax for the period between the date of acquisition, and the reporting date

 

7(b) Acquisition of subsidiaries in the prior period (continued)

HOME FARMS

On 31 August 2011 the Group acquired 100% of the issued share capital of Sportsgear Investments (Private) Limited, Burp Track Investments (Private) Limited and Crosshairs Point (Private) Limited collectively known as Home Farms for a consideration of US$60. Home Farms consists of 3 leased farms (20 year leases) and substantial leasehold buildings including a 58,000 square feet agricultural packhouse and high care unit.

The transaction has been accounted for by the purchase method of accounting. The fair value of the net assets at 31 August 2011 is set out below:

 

Fair value

Values

Pre acquisition

adjustment

recognised on

carrying value

on acquisition

acquisition

£m

£m

£m

Intangible related to operating leases

-

11.8

11.8

Inventory

0.1

-

0.1

Trade and other payables

-

(0.1)

(0.1)

NET IDENTIFIABLE ASSETS AND LIABILITIES

0.1

11.7

11.8

Consideration paid

-

Contingent consideration

-

Gain on acquisition

(11.8)

The transaction costs incurred to acquire the company were £0.1m and have been expensed in operating costs in the income statement.

The negative goodwill arising on the acquisition of Home Farms is attributable to the beneficial lease arrangements acquired in respect of leasehold land and buildings. No fair value has been attributed to the work force or customer relationships acquired as these were considered immaterial. Working capital assets and liabilities at date of transition remain with the vendors. The negative goodwill arises as the vendors were unable to provide sufficient working capital to achieve the operations' full potential and did not have sufficient international experience to reach all potential markets.

The £11.8m benefit arising from the negative goodwill is presented within operating income within the income statement.

In 2011, Home Farms contributed £1.0m to the Group's revenue and £0.5m loss to the Group's profit before tax for the period between the date of acquisition and the reporting date.

8. Discontinued operations

2012

Support Services division

Following a review by the Board in December 2012, the Group decided not to continue to support operations of Lonrho Water and Swissta Mozambique. Costs of discontinuing the operation were less than £0.1m. The comparatives have been re-presented accordingly.

Year ended 31 December

15 monthsended 31December

2012

2011

£m

£m

CASH FLOWS FROM DISCONTINUED OPERATION

Net cash used in operating activities

(0.1)

-

Net cash from financing activities

-

-

NET MOVEMENT IN CASH AND CASH EQUIVALENTS

(0.1)

-

2011

Fly540 Uganda

Following a review by the Board in December 2011, the Group decided not to continue to support air freight operations of Fly540 Uganda Ltd, which consequently ceased trading. Costs of discontinuing the operation in 2011 were less than £0.1m.

15 monthsended 31December

2011

£m

CASH FLOWS FROM DISCONTINUED OPERATION

Net cash used in operating activities

(1.7)

Net cash from financing activities

1.9

NET MOVEMENT IN CASH AND CASH EQUIVALENTS

0.2

 

9.Staff numbers and costs

The aggregate remuneration comprised (including Directors):

Group

Company

Year

15 months

Year

15 months

ended 31

ended 31

ended 31

ended 31

December

December

December

December

2012

2011

2012

2011

£m

£m

£m

£m

Wages and salaries

33.4

39.4

4.0

5.6

Compulsory social security contributions

1.3

1.8

0.4

0.5

Share based payments

2.3

0.7

2.3

0.7

Pension costs

0.3

0.2

0.3

0.2

37.3

42.1

7.0

7.0

The average number of employees (including Executive Directors) was:

Group

Company

 

Year

15 months

Year

15 months

 

ended 31

ended 31

ended 31

ended 31

 

December

December

December

December

 

2012

2011

2012

2011

 

Number

Number

Number

Number

 

Infrastructure

265

234

-

-

 

Agribusiness

2,388

1,634

-

-

 

Transportation

288

521

-

-

 

Support services

838

902

-

-

 

Hotels

480

364

-

-

 

Central

27

30

21

21

 

4,286

3,685

21

21

 

REMUNERATION OF DIRECTORS

Detailed disclosure of remuneration of Directors is given in the Directors' Remuneration Report.

10. Net finance income

Year

ended 31

December

15 monthsended 31December

2012

2011

£m

£m

Bank interest receivable

0.7

0.8

Foreign exchange gain

4.9

6.0

FINANCE INCOME

5.6

6.8

Interest on loans repayable within five years and overdrafts

(10.6)

(8.6)

Foreign exchange loss

(3.7)

(7.1)

Interest on finance leases

(0.4)

(0.5)

FINANCE EXPENSE

(14.7)

(16.2)

NET FINANCE EXPENSE

(9.1)

(9.4)

 

 

Included in interest payable on loans repayable within five years and overdrafts of £10.6m is an amount of £2.3m (2011: £nil) relating to the premium payable at the maturity of the US$70m 7.0% Guaranteed Convertible Bonds due 2015 (refer to note 31).

 

 

 

 

11. Transfer of subsidiary to jointly controlled entity

 

On the 29 June 2012 Lonrho Plc transferred its Transportation division headed by Lonrho Aviation BVI to a jointly controlled entity Rubicon Diversified Investments Plc ('Rubicon'), renamed Fastjet Plc ('Fastjet') on the 6 August 2012, resulting in a 73.6% equity interest in Fastjet Plc immediately post the transaction with a market value of £55.7m represented by 1,160,037,455 ordinary shares in Fastjet Plc at 4.8p per share. Due to the terms of the articles of association, shareholder agreements in place and board constitution the Directors do not consider that Lonrho has control of Fastjet Plc. The Directors consider that, due to the composition of the board of Directors of Fastjet, Lonrho controls this entity jointly with easyGroup and as such the Group's interest in Fastjet Plc is consolidated as a jointly controlled entity. In accordance with IFRS3 (2008) the interest in Fastjet Plc was recognised at its fair value at the date of transaction and the resulting gain recognised in the income statement. The assets and liabilities transferred to Fastjet Plc and the gain at 29 June 2012 are set out in the table below:

29 June

2012

£m

ASSETS

Goodwill

0.1

Other intangible assets

3.4

Property, plant and equipment

30.7

Inventories

2.9

Trade & other receivables

11.7

TOTAL ASSETS

48.8

LIABILITIES

Loans and borrowings

(1.1)

Deferred tax

(0.2)

Obligations under finance leases

(19.3)

Trade & other payables

(15.2)

Bank overdraft (Net)

(3.5)

TOTAL LIABILITIES

(39.3)

NET ASSETS

9.5

Fair value of jointly controlled entity

55.7

Net assets of subsidiary contributed

(9.5)

Non-controlling interests *

(8.6)

Liabilities recognised on transaction and held in provisions

(1.5)

Costs relating to transaction

(2.1)

Cumulative foreign exchange translation differences recognised

(0.5)

Gain on contribution of subsidiary to jointly controlled entity

33.5

 

*Non-controlling interest represents the accumulated share of results attributable to non-controlling interest of the Lonrho Aviation Group immediately prior to the transaction.

 

 

12. Income tax expense

 

Yearended 31December

15 monthsended 31December

2012

2011

Recognised in the income statement

£m

£m

CURRENT TAX EXPENSE

Current period

0.6

1.6

DEFERRED TAX

Credit for the period

(0.9)

(1.3)

TOTAL INCOME TAX (CREDIT)/EXPENSE IN THE INCOME STATEMENT

(0.3)

0.3

 

Year ended 31 December

 

15 monthsended 31December

 

2012

2011

Reconciliation of effective tax rate

£m

£m

(Loss)/profit before tax

(6.3)

0.8

Income tax using the domestic corporation tax rate

(1.5)

0.2

Irrecoverable withholding taxes

0.3

0.2

Effect of tax rates in foreign jurisdictions

(2.7)

(7.3)

Capital losses utilised in respect of gain on contribution of subsidiary to jointly controlled entity

(8.2)

-

Impairment of jointly controlled entity non taxable

1.9

-

Reversal of provision against carrying value of associate

-

1.0

Losses for which deferred tax is unrecognised

8.5

10.5

Effect of tax losses utilised

(2.3)

(1.5)

Non taxable items

 

3.7

(2.8)

TOTAL TAX EXPENSE

(0.3)

0.3

UK Corporation tax is calculated at a rate of 24.5% (2011: 26.8%) of the estimated assessable loss (2011: profit) for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

Recognised in other comprehensive income and equity

There is no material taxation effect arising on transactions recorded in other comprehensive income and equity.

 

 

13. Earnings per share

The calculation of the basic and diluted profit per share is based on the following data:

Year ended

31 December

2012

15 months

ended 31

2011

£m

£m

(Loss)/profit for the purposes of basic earnings per share being net profit attributable to

equity holders of the parent

(1.7)

6.0

(Loss)/profit for the purposes of diluted earnings per share

(1.7)

6.0

2012

2011

Number of shares (millions)

No.

No.

Weighted average number of ordinary shares for the purposes of basic earnings per share

1,574.2

1,236.1

Effect of dilutive potential ordinary shares:

- Share options

1.8

20.1

Weighted average number of ordinary shares for the purposes of diluted earnings per share*

 

1,576.0

 1,256.2

 

 

* The calculation of diluted earnings per share is based on the weighted average number of shares outstanding. The weighted average number of ordinary shares outstanding during the period was considered in light of the Convertible Bond (note 31). The potential ordinary shares associated with the bond issue are considered anti-dilutive as their conversion to ordinary shares would increase earnings per share from continuing operations. The weighted average number of ordinary shares has therefore not been adjusted in respect of the potential ordinary shares associated with the bond issue.

 

Earnings per share

 

 

Year ended 31 December 2012

15 months ended 31 December 2011

(Loss)/earnings per share

(0.11p)

0.49p

(Loss)/Diluted earnings per share

(0.11p)

0.48p

14. Intangible assets

Development

Customer

Intellectual

Contractual

Goodwill

costs

Franchises

relationships

Brands

property

rights

Licenses

Total

£m

£m

£m

£m

£m

£m

£m

£m

£m

COST

Balance at 1 October 2010

16.1

-

1.7

3.4

1.0

0.1

-

0.2

22.5

Additions

-

0.2

-

-

0.4

-

4.5

-

5.1

Acquired through business combinations

2.5

-

-

3.6

-

-

11.8

-

17.9

Effect of movements in foreign exchange rates

 

(0.2)

 

-

 

-

 

(0.1)

 

-

 

-

 

(0.9)

 

-

 

(1.2)

BALANCE AT 31 DECEMBER 2011

18.4

0.2

1.7

6.9

1.4

0.1

15.4

0.2

44.3

Balance at 1 January 2012

18.4

0.2

1.7

6.9

1.4

0.1

15.4

0.2

44.3

Additions

-

0.2

-

-

-

-

-

0.2

0.4

Acquired through business combinations

 

-

 

-

 

1.2

 

-

 

-

 

-

 

-

 

-

 

1.2

Transfer of subsidiary to jointly controlled entity

 

(0.1)

 

-

 

-

 

-

 

-

 (0.1)

 

(4.4)

 

 (0.2)

 

(4.8)

Effect of movements in foreign exchange rates

 

(0.2)

 

-

 

-

 

(0.1)

 

-

-

 

(1.1)

-

 

(1.4)

Transfer to discontinued operations

(0.6)

-

-

-

-

-

-

-

(0.6)

BALANCE AT 31 DECEMBER 2012

17.5

0.4

2.9

6.8

1.4

-

9.9

0.2

39.1

AMORTISATION AND IMPAIRMENT

Balance at 1 October 2010

0.6

-

0.2

0.7

0.8

-

-

0.2

2.5

Amortisation for the period

-

-

0.3

0.7

0.3

0.1

0.7

-

2.1

BALANCE AT 31 DECEMBER 2011

0.6

-

0.5

1.4

1.1

0.1

0.7

0.2

4.6

Balance at 1 January 2012

0.6

-

0.5

1.4

1.1

0.1

0.7

0.2

4.6

Amortisation for the year

-

-

0.4

0.7

0.1

-

1.0

-

2.2

Transfer of subsidiary to jointly controlled entity

 

-

 

-

 

-

 

-

 

-

 

(0.1)

 

(1.0)

 

(0.2)

 

(1.3)

Effect of movements in foreign exchange rates

 

-

 

-

 

-

 

-

 

-

 

-

 

(0.1)

 

-

 

(0.1)

Transfer to discontinued operations

(0.6)

-

-

-

-

-

-

(0.6)

BALANCE AT 31 DECEMBER 2012

-

-

0.9

2.1

1.2

-

0.6

-

4.8

CARRYING AMOUNTS

At 1 October 2010

15.5

-

1.5

2.7

0.2

0.1

-

-

20.0

At 31 December 2011

17.8

0.2

1.2

5.5

0.3

-

14.7

-

39.7

AT 31 December 2012

17.5

0.4

2.0

4.7

0.2

-

9.3

0.2

34.3

 

 

Amortisation and impairment charge

The amortisation and impairment charge is recognised in the operating costs line of the income statement.

Goodwill acquired in a business combination is allocated at acquisition to the cash generating units (CGUs) that are expected to benefit from that business combination. The carrying amount of goodwill had been allocated as follows:

2012

2011

Primary Reporting Segment

CGU

£m

£m

AGRIBUSINESS

Rollex (Pty) Limited

7.9

7.7

Trak Auto Lda

0.8

0.8

Oceanfresh Seafoods (Pty) Limited

0.5

0.5

Lonrho Logistics (Pty) Limited

1.5

1.9

10.7

10.9

INFRASTRUCTURE

Luba Freeport Limited

3.5

3.4

KwikBuild Corporation Limited

2.7

2.8

6.2

6.2

TRANSPORTATION

Five Forty Aviation Limited

-

0.1

-

0.1

SUPPORT SERVICES

Global Horizons Limited

0.6

0.6

0.6

0.6

TOTAL

17.5

17.8

 

At 31 December 2012 the Directors have reconsidered the economic lives attributed to these assets and consider they remain appropriate. No cash generating unit is considered to have any individual significant amount of goodwill.

 

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired which include the current economic environment. The recoverable amounts are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding discount rates, growth rates, expected changes to selling prices and direct costs during the periods considered.

Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the units. The growth rates are based on management's assessment of the markets in which the businesses are operating and reflect known contracts and customer relationships combined with anticipated growth in markets and market share. Industry growth forecasts are not always considered applicable as many of the businesses are operating in non-established markets. Changes in the selling prices and direct costs are based on past practices and expectations of future changes in the individual markets.

 

The Group prepares cash flow forecasts derived from the most recent financial budgets included in the individual reporting unit's three year business plan which are approved by the Board. The Directors considers cashflow for a five year period as well a terminal value in the sixth year in determining value in use. The forecasts used for these businesses are the three year plan approved by the Board with years 4 and 5 based on year 3 performance escalated for growth rate determined for each individual company considering historic and future compounded annual growth rates. The growth rates used for the year 4 and 5 forecast within Agribusiness are Rollex (Pty) Limited 4% (2011: 12%), Trak Auto Lda 10% (2011: 12%), Oceanfresh Seafoods (Pty) Limited 5% (2011: 12%), Lonrho Logistics (Pty) Limited 6% (2011: 12%); Infrastructure, Luba Freeport Limited 8% (2011: 10%) and KwikBuild Corporation Limited 16% (2011: 20%); and Support Services being Global Horizons Limited 6% (2011: 12%). The only exceptions are for Luba Freeport Limited, reflecting the significant capital investments in the project and the length of the remaining operating concession (16 years), the Directors have extended the 3 year forecast approved by the Board to reflect the remaining life of the concession in determining value in use. For KwikBuild Corporation, reflecting the challenges faced in delivering certain contracts, the directors have adjusted the 3 year forecast approved by the Board to reflect latest management expectations. The directors are satisfied that, based on these revised forecasts, sufficient headroom exists for no impairment to be required as at 31 December 2012. This will be revisited in future years when an impairment charge may be required if the planned improvements to this business do not materialise. The pre-tax rates used to discount the forecast cash flows within Agribusiness are Rollex (Pty) Limited 13% (2011: 12%), Trak Auto Lda 15% (2011: 12%), Oceanfresh Seafoods (Pty) Limited 13% (2011: 12%), Lonrho Logistics (Pty) Limited 13% (2011: 12%); Infrastructure, Luba Freeport Limited 13% (2011: 10%) and KwikBuild Corporation Limited 15% (2011: 20%); and Support Services being Global Horizons Limited 15% (2011: 12%).

 

Management carried out a range of sensitivity analysis on all the assumptions used for each business. There is no single factor impacting the sensitivity of the CGU analysis, other than the continued growth in the core markets as noted. The results of this analysis confirmed that there was sufficient headroom in the carrying value of goodwill for these entities.

 

Other than as noted above, the Directors do not consider that any reasonably possible scenario currently foreseen could result in goodwill impairment.

 

Estimates and judgements

The Directors believe that the estimates and judgments used in preparing these financial statements would not have a material impact on the carrying values of the intangible assets described above. The Directors' do not consider there to be any indicators of impairment on the other intangible assets.

 

15. Property, plant and equipment

Long

Short

leasehold

leasehold

land and

land and

Plant and

Fixtures and

buildings

buildings

machinery

fittings

Aircraft

Total

£m

£m

£m

£m

£m

£m

COST

Balance at 1 October 2010

40.9

63.6

12.1

6.0

5.5

128.1

Additions

1.2

2.8

8.0

1.7

29.7

43.4

Business combinations

10.6

2.0

0.9

0.7

-

14.2

Revaluations

6.6

0.1

-

-

-

6.7

Disposals

(0.2)

-

(0.8)

(0.1)

(2.1)

(3.2)

Effect of movements in foreign exchange

1.9

1.0

(0.4)

1.3

1.0

4.8

BALANCE AT 31 DECEMBER 2011

61.0

69.5

19.8

9.6

34.1

194.0

Balance at 1 January 2012 61.0 69.5

19.8

9.6

34.1

194.0

Additions* 0.2

4.8

5.9

3.1

0.3

14.3

Revaluations 2.3 -

-

-

-

2.3

Disposals

(0.1)

(0.3) 

(1.1) 

(0.2) 

(3.3)

(5.0)

Elimination of subsidiary to jointly controlled entity - - (1.2) (1.7)

(30.6)

(33.5)

Transfer between asset class - - 0.6 (0.6)

-

-

Effect of movements in foreign exchange (5.4) (3.3) (1.7) (1.0)

(0.5)

(11.9)

BALANCE AT 31 DECEMBER 2012 58.0 70.7 22.3 9.2

-

160.2

DEPRECIATION AND IMPAIRMENT LOSSES

Balance at 1 October 2010

0.8

9.4

5.8

1.9

1.0

18.9

Depreciation charge for the period

0.2

4.2

3.1

1.6

0.8

9.9

Eliminated on revaluation

(0.4)

(0.1)

-

-

-

(0.5)

Disposals

-

-

(0.7)

-

(0.3)

(1.0)

Effect of movements in foreign exchange

0.1

0.3

(0.3)

0.4

-

0.5

BALANCE AT 31 DECEMBER 2011

0.7

13.8

7.9

3.9

1.5

27.8

Balance at 1 January 2012

0.7

13.8

7.9

3.9

1.5

27.8

Depreciation charge for the year 0.3 3.7 3.2

1.5

0.9

9.6

Eliminated on revaluation

 (0.2)

-

-

-

-

(0.2)

Disposals

(0.1)

(0.2)

(0.7)

(0.1)

(0.9)

(2.0)

Elimination of subsidiary to jointly controlled entity

-

-

(0.4)

(0.9)

(1.5)

(2.8)

Effect of movements in foreign exchange - (0.8) (1.2) (0.2)

-

(2.2)

BALANCE AT 31 DECEMBER 2012 0.7 16.5 8.8 4.2

-

30.2

CARRYING AMOUNTS

At 1 October 2010

40.1

54.2

6.3

4.1

4.5

109.2

At 31 December 2011

60.3

55.7

11.9

5.7

32.6

166.2

At 31 December 2012

57.3

54.2

13.5

5.0

-

130.0

* Additions of £14.3m include £1.7m for non cash items.

In the current period, the Company had fixed assets brought forward with a net book value of £0.4m (2011: £0.4m). During the period, the Company acquired fixed assets for £0.1m (2011: £0.1m). The depreciation charge for the period was £0.2m (2011: £0.1m). The net book value as at 31 December 2012 was £0.3m (2011: £0.4m). These fixed assets relate to fixtures and fittings.

 

 

Leased plant and machinery and aircraft

At 31 December 2012, the net carrying amount of leased assets was £4.0m (2011: £25.1m). See note 25 for details of the lease obligations.

Long leasehold land and buildings

 

In 2010 £25.5m of long leasehold land and buildings were recognised in relation to the valuation of the land assigned under the

concession agreement from GEPetrol, following the completion of Phase 1 development at Luba Freeport and capitalisation of

Lonrho loans. The value had not previously been recognised as assignment and availability of the land was effectively established

following Phase 1 development completion. Depreciation has not yet commenced on this asset as it has yet to be put into service.

 

 

Long leasehold land and buildings relating to Hotel Cardoso SARL were revalued in December 2012 by SC Property Valuation

Services CC, independent valuers, on the basis of the profit method of valuation. The valuations conform to International

Valuation Standards and were based on historical feasabilities and comparative market information reflecting the current

demand for hotels in the relevant cities. A revaluation gain of £2.5m has arisen on Hotel Cardoso.

On 31 December 2012, had revalued long leasehold land and buildings been carried at historical cost less accumulated depreciation, their carrying amount would be approximately £0.6m (2011: £0.8m). The revaluation surplus is disclosed in note 24. The revaluation surplus arises in a subsidiary and cannot be distributed to the parent due its legal restrictions in the country of incorporation.

 

Assets in the course of construction

Included within short leasehold land and buildings are assets in the course of construction totalling £2.6m (2011: £1.6m) which are not depreciated until they are brought into use. Assets of £nil (2011: £nil) were brought into use in the period.

Capital commitments

Details of capital commitments in relation to property, plant and equipment are disclosed in note 33.

Borrowing costs

The amount of borrowing costs in respect of interest capitalised during the year was £nil (2011: £nil) and has been included within long leasehold land and buildings.

16. Biological assets

Stone fruit orchards

Blueberries

Livestock

Total

£m

£m

£m

£m

Balance at 1 January 2012 32.8 0.9

0.1

33.8

Transfer to inventory (0.2) -

-

(0.2)

Due to physical changes - 2.6

-

2.6

Changes in assumption: reduction in farming costs 1.4 -

-

1.4

Changes in assumption: reduction in WACC 5.2 0.2 - 5.4

Changes in assumption: reduction in stone fruit yields (4.4) - - (4.4)

Discount unwinding 3.9 0.3 - 4.2

Foreign exchange movements

(2.3)

(0.1)

-

(2.4)

31 December 2012 3 6.4 3.9

0.1

40.4

The Group has a 200 hectare fruit orchard that grows a range of stone fruits, primarily peaches (188 hectares), and blueberry bushes (12 hectares) which are part of a longer term farming operation. The stone fruit orchard was planted in 3 Phases (Phase 1, Phase 2 and Phase 3) over the period 2009 to 2011. The stone fruit trees take an average of 5 years to become fully mature to give maximum yields and have on average 15 years of minimum productive life cycle thereafter. The blueberry bushes plantation was also planted in 3 Phases (Phase 1, Phase 2 and Phase 3) over the period 2010 to 2012. The blueberry bushes take an average of 3 years to become fully mature to give maximum yields and have on average 10 to 12 years of minimum productive life cycle thereafter. In the initial one to two years of life, the fair value of the plantation cycle is not considered material due to the risks attached to the startup operations.

 

Under IAS 41, Biological Assets are required to be accounted for at fair value less costs to sell. Fair value less cost to sell is determined by reference to the net present value of the biological asset at the reporting date. The calculation of the stone fruit and blueberries is based upon the expected life of the trees and bushes and the anticipated yield of each tree and bush per year of life. These yields are multiplied by the anticipated selling price of each variety of stone fruit and blueberry based on the current market price. Market price can be volatile depending on the date of harvest which can affect the quality of the product. Management has sought to use prices that are considered conservative with regards to long term market trends.

 

Associated farming costs and cost of sales of the farm are then deducted from the forecast income to give a net income for each of the years of production of the peaches and blueberries. The net income is discounted at 12.70% (2011: 14.86%) being the group weighted average cost of capital of 8.7% (2011: 10.86%) plus 4% as a farming industry risk factor. The movement in fair value arising on foreign exchange is taken to reserves (£2.4m), the transfer to inventory is taken to the balance sheet (£0.2m) and the remaining net movement is taken to the income statement (£9.2m).

 

The change in discount rate to 12.70% (2011: 14.86%) has resulted in a fair value increase of £5.4m (stone fruit £5.2m, blueberries £0.2m).

 

As the biological asset matures the discount rate unwinds year on year to give a movement in the fair value. Both fair value gains and losses are taken to the income statement for the relevant year and disclosed as other operating income or other operating costs as required by IAS 41. The unwinding of the discount rate has led to a fair value gain of £4.2m (stone fruit £3.9m, blueberries £0.3m).

 

The base currency for the fair value calculations is the South African Rand as the market price for peaches and blueberries is determined in that currency and the biological asset is held in a Rand functional currency entity. Each year after initial recognition there will be a foreign exchange movement on the opening fair value. The exchange rate used on 31 December 2012 is 13.6859 (Rand to the Pound) (2011: 12.5437). This has resulted in a negative movement on opening fair value of £2.4m arising on foreign exchange (stone fruit £2.3m, blueberries £0.1m).

 

At the point of harvest, the harvested fruits will be transferred to inventory and accounted for under IAS 2 - Inventory. In the current period the stone fruit harvest amounted to £0.2m (2011: £0.1m).

 

The Group has used a third party to assist in its assessment of future yields for the biological assets.

 

In 2012, the life cycle for Phases 1, 2 and 3 progressed to reach a point where Phase 1 (48 hectares) is due to yield in full in 2013, Phase 2 (92 hectares) is due to yield at approximately 67% in 2013 and Phase 3 (48 hectares) is due to yield at approximately 30% in 2013. Long term yield forecasts were revised down in the current year by 11%. This resulted in a net fair value loss of £4.4m.

 

In 2012, a phase 2 and phase 3 planting program of blueberry bushes has been completed. The value of these bushes recognised at 31 December 2012 is £2.6m (Phase 1 £0.2m, Phase 2 and 3 £2.4m).

 

As the orchard matures the associated costs of farming also become more stable and combined with savings generated from improved efficiencies of scale and better use of technology this has resulted in a further increase in fair value of the total orchard of £1.4m for the period. The orchard is part of a larger farming operation incorporating the growing of cash crops which have further reduced the farming costs directly associated to the stone fruit orchard.

 

Over the life of the orchard, the fair value will be affected each year by the unwinding of the discount factors and this figure is an increase in value of £4.2m for the current period (2011: £0.5m).

 

Sensitivities over critical assumptions are included here: A 1% change in discount rate would affect the value by £2.7m; a 10% change in harvested yields would alter the valuation by £3.8m; and a 10% change in market prices would impact the valuation by £4.9m.

The Directors note that there is significant estimation and judgment in the valuation of the biological assets. There is also significant operational risk associated with the orchard including flooding, frost impact and general loss of plantation and harvest.

At 31 December 2012 stone fruit trees comprised approximately 177,300 peach trees and 31,800 blueberry bushes (2011: 181,000 peach trees and 12,700 blueberry bushes) which range from newly established trees to plantations that are 3 years old and are producing fruit for current harvest.

At 31 December 2012 livestock comprised 153 cattle, of which nil (2011: nil) are less than one year old and considered to be immature assets. During the year the Group did not sell any cattle.

 

17. Investments in subsidiaries

The principal investment by the Company is in respect of Lonrho Africa (Holdings) Limited is stated at cost. This is subject to impairment testing.

A list of principal subsidiaries is set out in note 36.

 

 

18. Investments in associates

 

Group

Company

 

2012

2011

2012

2011

 

£m

£m

£m

£m

 

At 1 January 2012/ 1 October 2010

6.9

10.3

5.9

7.7

 

Additions to associate

-

2.5

-

1.2

 

Share of (loss) after taxation - associates

(2.6)

(1.6)

-

-

 

Provisions in the year/period

(2.0)

(4.3)

(4.6)

(3.0)

 

Disposals

(2.3)

-

(1.3)

-

 

AT 31 DECEMBER

-

6.9

-

5.9

 

 

 

 

Disposal of associates

During the year, the Company disposed of its interest in Cambria Africa Plc (formally LonZim Plc). In addition the Group disposed

of its interest in Lucapo Diamond Company Limited (formally Lonrho Mining Limited). The share of results of associates on the

income statement includes the trading results for the period when the Group had significant influence, as well as the profit/loss

on disposal.

 

 

 

 

Cambria Africa Plc Lucapo Diamond Co Total

£m £m £m

Carrying value at 1 January 2012

5.9

1.0

6.9

Share of losses recognised in year

(4.6)

-

(4.6)

Net book value at date of disposal

1.3

1.0

2.3

Sale proceeds

1.1

1.4

2.5

(Loss) /gain on disposal

(0.2)

0.4

0.2

 

The Group had the following investments in associates at the 2011 reporting date. The Group has no interest in associates at 31

December 2012.

 

 

 

 

 

Country

Ownership of ordinary share capital

2012

2011

Associates

Cambria Africa Plc (formally LonZim Plc)

Isle of Man

0%

22.92%

Lucapo Diamond Company Limited (formally Lonrho Mining Ltd)

Australia

0%

13.96%

 

 

 19. Investments in jointly controlled entity and other Investments

 

Investments in jointly controlled entity

2012

2011

£m

£m

At 1 January 2012 / 1 October 2010

-

-

Transfer from subsidiary (note 11)

55.7

-

Share of loss for the period

(10.6)

-

Impairment of investment in jointly controlled entity

(7.7)

-

AT 31 DECEMBER

37.4

-

 

The investment in jointly controlled entity represents the Group's interest in Fastjet Plc.

 

Fastjet Plc

The market value of the Group's investment in Fastjet Plc at 31 December 2012 was £44.4m (31 December 2011: £nil) with a book value of £37.4m (31 December 2011: £nil). At 27 March 2013, the market value of the Group's investment in Fastjet Plc was £28.4m. FastJet Plc has not released its audited results for the period to 31 December 2012 at the date of this report and accordingly the Directors have included an estimate of the Group's share of the results of FastJet Plc for the period from 29 June 2012 to 31 December 2012. This estimate has been derived from management accounts of FastJet Plc updated to include an overlay for appropriate IFRS adjustments. This process includes the application of judgements and assumptions but the directors consider the amounts disclosed to be materially accurate. Whilst there were no individually significant estimates used in this process it is possible that the reported result of Fastjet will differ from those assumed.

 

 

The carrying amount of jointly controlled entities are assessed at each reporting date to determine whether there is any objective evidence that it is impaired and if any such indication exists, an impairment charge is recorded in the income statement. Due to current market conditions experienced by FastJet Plc, an impairment review has been carried out which resulted in an impairment charge being recorded in the income statement of £7.7m.

 

Summary of financial information on jointly controlled entity

 

 

Assets Liabilities Equity Revenues for Loss for

the period the period

£m £m £m £m £m

2012

100.8

(50.9)

49.9

21.7

(17.0)

Other Investments

 

2012

2011

£m

£m

At 1 January 2012 / 1 October 2010

1.7

0.6

Additions

-

0.1

Fair value gain

-

1.4

Impairment charge

-

(0.4)

Disposals

(1.3)

-

Elimination of subsidiary to jointly controlled entity

(0.3)

-

AT 31 DECEMBER

0.1

1.7

 

 

 

 

During the year the Group disposed of its interest in Southwest Energy. The impact of this is shown below:

 

 

 

Southwest

Energy

2012

£m

Carrying value at 1 January 2012

1.3

Sale proceeds

1.0

Loss on disposal

(0.3)

 

 

 

 

20. Deferred tax assets and liabilities

 

Recognised deferred tax assets and liabilities

Assets

Liabilities

2012£m

2011£m

2012£m

2011£m

At 1 January 2012/1 October 2010

1.8

0.7

4.1

3.0

Origination of temporary timing differences

1.4

1.3

-

-

Reversal of temporary timing differences

(1.2)

-

(0.7)

-

On acquisition of subsidiary

-

-

0.3

0.8

Disposals

-

-

(0.1)

-

Elimination of subsidiary to jointly controlled entity

-

-

(0.2)

-

Exchange differences

-

(0.2)

(0.1)

0.3

AT 31 DECEMBER

2.0

1.8

3.3

4.1

 

The deferred tax liability at 1 January 2012 and 1 October 2010 related to the revaluation of property, plant and equipment and deferred tax liabilities recognised on acquired intangibles.

There have been no deferred tax assets and liabilities off-set in the current or preceding period.

The deferred tax asset relates to previous trading losses in certain Group companies. The asset will be recoverable in future periods, which is supported by the future cashflows of the relevant businesses. There are no expiry dates on the carry forward of losses.

 

21. Inventories

2012

2011

£m

£m

Raw materials and consumables

2.4

3.7

Finished goods

20.7

16.4

23.1

20.1

 

22. Trade and other receivables

Group

Company

2012

2011

2012

2011

£m

£m

£m

£m

Amounts receivable from the sale of goods and services

27.3

28.3

-

-

Amounts due from associates

-

0.1

-

-

Other receivables

11.2

12.7

0.6

0.1

Prepayments and accrued income

5.7

7.7

0.9

0.8

Amounts owed by Group undertakings

-

-

146.0

127.3

44.2

48.8

147.5

128.2

 

The average credit period taken on sales of goods and services is 50 days (2011: 56 days). No interest is charged on receivables.

The Directors consider the carrying amount of trade and other receivables for the Group and Company approximates to their fair value.

2012

2011

Movement in the allowance for doubtful debts

£m

£m

At 1 January 2012 / 1 October 2010

1.0

0.9

Increase in allowance recognised in the income statement

0.5

0.5

Utilised

(0.2)

(0.4)

Elimination of subsidiary to jointly controlled entity

(0.1)

-

AT 31 DECEMBER

1.2

1.0

Refer to note 31 for further information on credit risk management.

23. Cash at bank

2012

2011

£m

£m

Bank balances

13.8

9.5

Bank overdrafts

(5.9)

(12.2)

CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS

7.9

(2.7)

The Company had a bank overdraft of £1m at 31 December 2012 (2011: bank overdraft of £0.7m).

 

Included in Cash at bank of £17.0m (2011 £12.7m) as presented in the Statement of financial position is £3.2m (2011: £3.2m) subject to restrictions on use that means it is not freely available and accordingly does not represent cash and cash equivalents.

24. Capital and reserves

Group reconciliation of movement in capital and reserves

Attributable to equity holders of the parent

Share

Non

Share

Share

Translation

option

Revaluation

Retained

Other

controlling

Total

capital

premium

reserve

reserve

reserve

earnings

reserves

Total

interest

equity

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

At 1 October 2010

11.7

138.0

(8.7)

4.7

3.3

(36.1)

(5.5)

107.4

20.3

127.7

Share capital issued

1.2

-

-

-

-

-

17.7

18.9

-

18.9

Share based payment charge

-

-

-

0.7

-

-

-

0.7

-

0.7

Share options exercised

0.1

0.6

-

-

-

-

-

0.7

-

0.7

Costs associated with share issues

-

(0.4)

-

-

-

-

-

(0.4)

-

(0.4)

Non-controlling interest dividends

-

-

-

-

-

-

-

-

(0.2)

(0.2)

Profit/(loss) for the period

-

-

-

-

-

6.0

-

6.0

(5.5)

0.5

Subsidiaries acquired

-

-

-

-

-

-

-

-

2.2

2.2

Subsidiaries disposed

-

-

-

-

-

-

-

-

(0.2)

(0.2)

Transfer between accounts

-

-

-

-

(0.1)

0.1

-

-

-

-

Revaluation of property, plant & equipment

-

-

-

-

4.2

-

-

4.2

3.0

7.2

Non-controlling interest put option

-

-

-

-

-

-

(2.3)

(2.3)

-

(2.3)

Capital element of Convertible Bond

-

-

-

-

-

-

1.1

1.1

-

1.1

Elimination of non-controlling interest

-

-

-

-

-

(0.6)

-

(0.6)

0.6

-

Foreign exchange translation

-

-

(1.7)

-

1.7

(0.5)

-

(0.5)

0.3

(0.2)

AT 31 DECEMBER 2011

13.0

138.2

(10.4)

5.4

9.1

(31.1)

11.0

135.2

20.5

155.7

At 1 January 2012

13.0

138.2

(10.4)

5.4

9.1

(31.1)

11.0

135.2

20.5

155.7

Share capital issued*

2.7

-

-

-

-

-

20.4

23.1

-

23.1

Share based payment charge

0.1

0.8

-

1.4

-

-

-

2.3

-

2.3

Provision for warrants

 -

-

-

1.0

-

-

-

1.0

-

1.0

Share options exercised

0.2

0.9

-

-

-

-

-

1.1

-

1.1

Shares issued in relation to earn-out agreement

-

0.4

-

-

-

-

-

0.4

-

0.4

Non-controlling interest dividends

-

-

-

-

-

-

-

-

(0.2)

(0.2)

Loss for the year

-

-

-

-

-

(1.7)

-

(1.7)

(4.3)

(6.0)

Elimination of subsidiary to jointly controlled entity

_

_

0.5

_

_

_

_

0.5

8.6

9.1

Revaluation of property, plant & equipment

-

-

-

-

1.5

-

-

1.5

1.0

2.5

Foreign exchange translation

-

-

(10.8)

-

(1.6)

(0.5)

-

(12.9)

(1.9)

(14.8)

AT DECEMBER 2012

16.0

140.3

(20.7)

7.8

9.0

(33.3)

31.4

150.5

23.7

174.2

*Share capital issued proceeds of £24.1m less non cash costs of £1.0m

 

Share capital and share premium

Ordinary shares

In millions of 1p shares

2012

2011

On issue at 1 January 2012 / 1 October 2010

1,298.6

1,171.8

Issued for cash

269.5

118.0

Shares issued to former director

8.2

-

Shares issued in relation to earn-out agreement

4.3

-

Exercise of share options

16.7

8.8

ON ISSUE AT 31 DECEMBER - FULLY PAID

1,597.3

1,298.6

 

On 3 January 2012, 269.5m new ordinary shares of 1p each were issued by a placing of shares at 10.0p per share. The placing structure utilised attracted merger relief under Section 612 of the Companies Act 2006, resulting in a net credit to a merger reserve of £20.4m. Subsequent internal transactions required to complete the placing structure have resulted in this becoming distributable.

On 20 May 2011, 118.0m new ordinary shares of 1p each were issued by a placing of shares at 16.5p per share. The placing structure utilised attracted merger relief under Section 612 of the Companies Act 2006, resulting in a net credit to a merger reserve of £17.7m. Subsequent internal transactions required to complete the placing structure have resulted in this becoming distributable.

The costs of share issues of £nil have been deducted from the share premium account (2011: £0.4m).

On 13 September 2012, 8.2m ordinary shares of 1p were issued to a former director, David Lenigas (see Remuneration Report). The share price at that date was 10.3p. The cost of this award has been recognised in the income statement and then transferred to share capital and share premium.

On 3 November 2012, 4.3m ordinary shares of 1p were issued in relation to the earn-out agreement with Trak Auto LDA. The share price at that was 11.2p.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets.

 

Company reconciliation of movement in capital and reserves

Share

Share

Share

Other

Retained

capital

premium

option

reserve

earnings

Total

£m

£m

£m

£m

£m

£m

At 1 October 2010

11.7

138.0

4.7

-

(31.4)

123.0

Share capital issued

1.2

-

-

17.7

-

18.9

Share options issued

-

-

0.7

-

-

0.7

Share options exercised

0.1

0.6

-

-

-

0.7

Costs associated with share issues

-

(0.4)

-

-

-

(0.4)

Loss for the period

-

-

-

-

(17.3)

(17.3)

AT 31 DECEMBER 2011

13.0

138.2

5.4

17.7

(48.7)

125.6

At 1 January 2012

13.0

138.2

5.4

17.7

(48.7)

125.6

Share capital issued

2.7

-

-

20.4

-

23.1

Share based payment charge

0.1

0.8

1.4

-

-

2.3

Provision for warrants

-

-

1.0

-

-

1.0

Share options exercised

0.2

0.9

-

-

-

1.1

Shares issued in relation to earn out agreement

-

0.4

-

-

-

0.4

Loss for the year

-

-

-

-

(21.6)

(21.6)

AT 31 DECEMBER 2012

16.0

140.3

7.8

38.1

(70.3)

131.9

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations since the conversion to Adopted IFRS on 1 October 2006.

Revaluation reserve

The revaluation reserve relates to property, plant and equipment (see note 15).

 

Share based payment reserve

The share based payment reserve comprises the charges arising from the calculation of the share based payments posted to the income statement (see note 27).

 

 

25. Interest-bearing loans and borrowings

This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings. For more information about the Group's exposure to interest rate and foreign currency risk, see note 31.

2012

2011

 £m

£m

NON-CURRENT LIABILITIES

Finance lease liabilities

1.3

18.6

Bank loans

25.2

27.9

Debt related derivative financial instruments

0.1

-

Convertible bond

43.0

44.4

Shareholder loans

3.2

3.6

Other loans

4.8

0.8

77.6

95.3

CURRENT LIABILITIES

Finance lease liabilities

1.2

4.9

Bank loans

22.0

2.9

Shareholder loans

0.2

-

Other loans

0.7

0.1

Bank overdrafts

5.9

12.2

30.0

20.1

At the reporting date the Company had interest bearing loans of £nil (2011: £nil).

Finance leases

Finance lease liabilities are payable as follows:

2012

2011

Future

Present value

Future

Present value

minimum

of minimum

minimum

of minimum

lease

lease

lease

lease

payments

Interest

payments

payments

Interest

payments

£m

£m

£m

£m

£m

£m

Less than one year

1.3

(0.1)

1.2

6.4

(1.5)

4.9

Between one and five years

1.4

(0.1)

1.3

13.6

(4.8)

8.8

More than 5 years

-

-

-

11.6

(1.8)

9.8

2.7

(0.2)

2.5

31.6

(8.1)

23.5

 

Interest is payable on the leases within a range of 7.8% to 25% per annum. Under the terms of the lease agreements, no contingent rents are payable.

 

 

Bank overdrafts

Bank overdrafts are repayable on demand and are unsecured. The currency profile is as follows:

 

2012

2011

£m

£m

South African Rand

3.8

5.7

Central African Franc

-

0.3

US Dollar

0.1

5.5

Sterling

1.0

0.7

Mozambique Metical

0.6

-

Tanzanian Shilling

0.2

-

Botswana Pula

0.2

-

5.9

12.2

The weighted average interest rates paid were 8.9% (2011: 10%).

 

 

The Company overdraft of £1.0m (2011 £0.7m) was denominated in sterling.

 

26. Shareholder loans

2012

2011

£m

£m

Shareholder loans

3.4

3.6

3.4

3.6

 

 

 

 

27. Share options

At 31 December 2012 there were 97,250,000 (31 December 2011: 119,510,000) share options in issue with an average exercise price of 16.28p (2011: 15.73p). No share options were granted or re-priced in the current period.

 

The following share options were outstanding as at 31 December 2012:

 

 

Market price per

Number of

share at

share options

Exercise

Period during

date of

Name

Date granted

granted

Price

which exercisable

modification

Emma Priestley

13.01.2009

1,000,000

6.5p

13.01.2009-12.01.2014

5.8p

Geoffrey White

13.01.2009

2,000,000

6.5p

13.01.2009-12.01.2014

5.8p

David Armstrong

13.01.2009

1,000,000

6.5p

13.01.2009-12.01.2014

5.8p

Other employees and consultants

13.01.2009

1,750,000

6.5p

13.01.2009-12.01.2014

5.8p

David Lenigas

01.04.2010

20,000,000

13.75p

01.04.2010-31.03.2015

12.5p

Geoffrey White

01.04.2010

20,000,000

13.75p

01.04.2010-31.03.2015

12.5p

David Armstrong

01.04.2010

6,500,000

13.75p

01.04.2010-31.03.2015

12.5p

Emma Priestley

01.04.2010

1,000,000

13.75p

01.04.2010-31.03.2015

12.5p

Other employees and consultants

01.04.2010

5,500,000

13.75p

01.04.2010-31.03.2015

12.5p

David Lenigas

04.08.2011

3,333,333

18.4p

04.08.2012-03.08.2016

16.75p

David Lenigas

04.08.2011

3,333,333

22p

04.08.2013-03.08.2016

16.75p

David Lenigas

04.08.2011

3,333,334

25p

04.08.2014-03.08.2016

16.75p

Geoffrey White

04.08.2011

3,333,333

18.4p

04.08.2012-03.08.2016

16.75p

Geoffrey White

04.08.2011

3,333,333

22p

04.08.2013-03.08.2016

16.75p

Geoffrey White

04.08.2011

3,333,334

25p

04.08.2014-03.08.2016

16.75p

David Armstrong

04.08.2011

2,000,000

18.4p

04.08.2012-03.08.2016

16.75p

David Armstrong

04.08.2011

2,000,000

22p

04.08.2013-03.08.2016

16.75p

David Armstrong

04.08.2011

2,000,000

25p

04.08.2014-03.08.2016

16.75p

Other employees and consultants

04.08.2011

2,000,000

18.4p

04.08.2012-03.08.2016

16.75p

Other employees and consultants

04.08.2011

2,000,000

22p

04.08.2013-03.08.2016

16.75p

Other employees and consultants

04.08.2011

2,000,000

25p

04.08.2014-03.08.2016

16.75p

Other employees and consultants

04.08.2011

6,500,000

18.4p

04.08.2014-03.08.2016

16.75p

Total options in issue

97,250,000

 

The following share options were exercised during the period:

Number of

Share Price

Pre tax gain at

share options

At date of

Exercise

Date of

date of exercise

Name

Date granted

exercised

exercise

price

exercise

£

Emma Priestley

30.04.2007

1,250,000

8.36p

6.5p

21.06.2012

23,250

Jean Ellis

20.07.2007

350,000

8.36p

6.5p

21.06.2012

6,510

Jean Ellis

13.01.2009

500,000

8.36p

6.5p

21.06.2012

9,300

David Lenigas (former director)

13.01.2009

2,500,000

9.98p

6.5p

11.10.2012

87,000

David Lenigas (former director)

30.04.2007

3,750,000

10.25p

6.5p

21.09.2012

140,625

David Lenigas (former director)

20.07.2007

1,615,000

10.25p

6.5p

21.09.2012

60,563

Emma Priestley

20.07.2007

1,065,000

9.16p

6.5p

25.09.2012

28,329

Geoffrey White

30.04.2007

2,500,000

8.85p

6.5p

26.09.2012

58,750

Geoffrey White

20.07.2007

1,065,000

8.85p

6.5p

26.09.2012

25,028

Other employees and consultants

30.04.2007

875,000

11.25p

6.5p

24.04.2012

41,563

Other employees and consultants

30.04.2007

850,000

8.36p

6.5p

21.06.2012

15,810

Other employees and consultants

20.07.2007

350,000

8.36p

6.5p

21.06.2012

6,510

16,670,000

 

The number of shares exercised in the table above is 5,590,000 less than the number of share options granted at the respective grant date due to share options lapsed and forfeited. £1.1m was received from the exercise of the above share options.

 

In accordance with IFRS 2 'Share-based payments' share options granted or re-priced during the year have been measured at fair value at the date of grant or re-pricing and, in the case of re-priced options, the increase in the fair value compared with the value of the original award at that date has been spread over the remaining vesting period. The fair value of the options granted has been estimated at the date of grant using the Black-Scholes option-pricing model.

 

 

Date of Grant

04.08.2011

04.08.2011

04.08.2011

Share price

16.75p

16.75p

16.75p

Exercise price

18.4p

22.0p

25.0p

Expected volatility

48.00%

56.00%

85.00%

Expected life

5 years

5 years

5 years

Expected dividends

0

0

0

Risk-free interest rate

1.46%

1.46%

1.46%

 

Volatility has been calculated by reference to the movement of the Company's share price over the previous three and a half years.

All share options issued prior to 1 October 2010, vested at the date of grant and the basis of settlement is in shares of the Company.

Long Term Incentive Plan:

 

On 13 September 2012, 10,491,100 potential ordinary shares were awarded to two directors in accordance with a long term incentive plan.

 

The awards will be subject to a performance target based on the Company's Total Shareholder Return (TSR). An initial comparator index of 27 companies has been chosen from the FTSE Small Cap Support Services Index, the FTSE Food Producers Index and the FTSE 350 Food Processors Index. 25 per cent of the shares subject to an award would vest if Lonrho's TSR over the period from date of grant to vesting date was in the top half of the relative comparator index and 100 per cent of the shares would vest if it was in the top quartile of the same index.

 

The Remuneration Committee may amend, vary or waive a performance target if events have occurred which cause the Remuneration Committee to consider that it has become unfair or impractical.

 

Where an award vests before the intended vesting date in circumstances where the performance target cannot be measured in the manner originally intended, the Remuneration Committee will determine the extent to which the award vests by reference to the Company's performance over the period from the date the award was granted to the date of vesting, having such regard to the performance target as it considers appropriate.

 

The income statement charge in 2012 for potential shares awarded under the long term incentive plan was not significant (less than £0.1m). Refer to remuneration report for further details.

 

28. Trade and other payables

Group

Company

2012

2011

2012

2011

£m

£m

£m

£m

Trade payables

22.6

30.0

0.6

0.8

Amounts owed to Group undertakings

-

-

45.2

38.0

Indirect tax and social security liabilities

0.8

0.5

0.1

0.1

Deferred income

4.2

1.4

-

-

Non-trade payables and accrued expenses

13.9

23.9

0.6

0.8

41.5

55.8

46.5

39.7

 

Group

Company

2012

2011

2012

2011

£m

£m

£m

£m

Analysed as:

Current liabilities

37.2

39.7

1.3

1.7

Non-current liabilities

4.3

16.1

45.1

38.0

41.5

55.8

46.4

39.7

 

Trade payables principally comprise outstanding amounts for trade purchases and on-going costs. The average credit period taken for trade purchases is 59 days (2011: 85 days). The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

29. Provisions

 

As at 31 December 2012, the Group had provisions of £1.5m being liabilities recognised as part of the Fastjet transaction. The Board expects this to be utilised within 1-5 years (Note 11).

 

 

30. Notes to the statements of cash flows

Group

Company

2012

2011

2012

2011

£m

£m

£m

£m

Depreciation of property, plant and equipment

9.6

9.9

0.2

0.2

Amortisation of intangible assets

2.2

2.1

-

-

Impairment of investment

-

-

4.6

-

Impairment of jointly controlled entity

7.7

-

-

-

Loss on other investments

0.3

(1.0)

0.2

-

Contribution of subsidiary to jointly controlled entity

(33.5)

-

-

-

Foreign exchange (gain)/loss

(1.2)

1.1

(1.7)

1.0

Share based payment charge

2.3

0.7

2.3

0.7

Finance income

(0.7)

(0.8)

-

(0.1)

Finance expense

11.0

9.1

8.4

-

Profit on disposal of subsidiary

-

(0.5)

-

-

Share of results of associates

4.4

5.9

-

3.0

Share of loss of jointly controlled entity

10.6

-

-

-

Loss on sale of property, plant and equipment

0.4

-

-

-

Gain arising on fair valuation of biological assets

(9.2)

(27.4)

-

-

Gain on acquisitions

-

(15.8)

-

-

Revenue in respect of barter transactions

(1.7)

-

-

-

Income tax (credit)/expense

(0.3)

0.3

-

0.1

ADJUSTMENTS TO LOSS/PROFIT FOR THE YEAR/PERIOD

1.9

(16.4)

14.0

4.9

 

 

31. Financial instruments

The Company has no financial assets apart from the Trade and other receivables and amounts owed by Group undertakings included within note 22. The Company applies a similar approach to credit risk management as the Group. The Directors believe that there are no significant credit risks to the Company at the reporting date.

Exposure to credit, liquidity, interest rate, market and foreign currency risks arise in the normal course of the Group's business.

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital which the Directors consider to be the components of Total Equity excluding minority interests. Further quantitative disclosures are included throughout these consolidated financial statements. The Board of Directors have overall responsibility for the establishment and oversight of the Group's risk management framework.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with credit worthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. No collateral is held at the reporting date. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Group does not have any significant credit risk exposure to any single counterparty or any Group of counterparties having similar characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group's maximum exposure to credit risk without taking account of the value of any collateral obtained. At the reporting date, there were no significant credit risks. The maximum exposure to credit risk on customers at the reporting date was £38.5m being the total of the carrying amount of trade and other receivables as shown in the table below:

2012

2011

£m

£m

Cash at bank

17.0

12.7

Trade receivables

27.3

28.3

Other receivables

11.2

12.8

55.5

53.8

 

The ageing of trade receivables at the reporting date was:

 

2012

2011

£m

£m

Not due

12.7

15.6

Past due 0-30 days

6.8

5.3

Past due 31-60 days

2.8

2.2

More than 60 days past due

5.0

5.2

27.3

28.3

 

The movement on the provision for doubtful debts is disclosed in note 22. The provision at the reporting date of £1.2m (2011: £1.0m) relates to and is included within trade receivables more than 60 days past due. Other amounts past due are considered collectible based on prior experience.

The maximum exposure to credit risk for trade receivables by geographic region was:

 

2012

2011

£m

£m

West Africa

2.3

1.9

Southern Africa

21.2

21.3

East Africa

0.5

4.4

Europe

1.0

0.7

North America

0.6

-

Rest of the World

1.7

-

27.3

28.3

 

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Group's and Company's short, medium and long term funding and liquidity management requirements. The Group and Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

 

The Group had undrawn facilities in respect of uncommitted bank overdraft of £7.3m at 31 December 2012 (2011: £26.1 m).

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effect of netting agreements:

 

2012

Carrying

Contractual

1 year

1 to

2 to

5 years

Amount

cash flows

or less

and over

£m

£m

£m

£m

£m

£m

Bank overdrafts

5.9

5.9

5.9

-

-

-

Trade and other payables

41.5

41.5

37.2

3.2

1.1

-

Bank loans

47.2

52.7

24.6

10.6

15.5

2.0

Debt-related derivative financial instruments

0.1

0.1

-

0.1

-

-

Finance leases

2.5

2.7

1.3

0.8

0.6

-

Shareholder loans

3.4

5.4

0.6

0.2

0.6

4.0

Convertible bond

43.0

55.0

3.0

3.0

49.0

-

Other loans

5.5

8.3

1.0

2.9

0.8

3.6

149.1

171.6

73.6

20.8

67.6

9.6

 

 

 

 

2011

Carryingamount£m

Contractualcash flows£m

1 yearor less£m

1 to£m

2 to£m

5 yearsand over£m

Bank overdrafts

12.2

12.2

12.2

-

-

-

Trade and other payables

55.8

55.8

39.6

13.7

2.5

-

Bank loans

30.8

37.2

6.3

11.0

19.9

-

Finance leases

23.5

31.6

6.4

5.0

8.6

11.6

Shareholder loans

3.6

3.8

0.1

0.3

0.2

3.2

Convertible Bond

44.4

57.1

3.2

3.2

50.7

-

Other loans

0.9

0.9

0.1

0.8

-

-

171.2

198.6

67.9

34.0

81.9

14.8

 

Convertible Bond

On 15 October 2010, LAH Jersey Limited, a wholly-owned subsidiary company incorporated in Jersey, completed the offering of US$70m 7.0% Guaranteed Convertible Bonds due 2015, convertible into preference shares of LAH Jersey Limited at

the holder's option, immediately exchangeable for Ordinary Shares of, and unconditionally and irrevocably guaranteed by, Lonrho plc.

The Bonds are convertible into Ordinary Shares of Lonrho plc at an exchange price of 15.59p and at fixed exchange rate at any time from 1 November 2010 to 8 October 2015, or, if the bonds shall have been called for redemption by LAH Jersey Limited before 15 October 2015, the close of business on the day which is seven days before the date fixed for redemption. Each US$10,000 principal amount of bonds will entitle the holder to convert into a US$10,000 paid-up value of preference shares of LAH Jersey Limited. Upon a change of control the Bonds may be redeemed at the holder's option at their early redemption amount (together with accrued interest), to the date fixed for redemption.The Group is therefore exposed to market risk in relation to the convertible bond.

 

If the conversion option is not exercised, the unsecured Convertible Bonds will be redeemed on 15 October 2015 at a redemption price equivalent to 106.0031% of their principal amount.

The net proceeds received from the issue of the Convertible Bonds have been split between the debt component and an embedded derivative component. This embedded derivative component represents the fair value of the equity conversion call option held by the bondholders.

The interest charged for the year is calculated by applying an effective interest rate of 8.2%. This includes a coupon interest rate of 7.0% per annum. The Directors estimate the fair value of the liability component of the 7.0% convertible US Dollar Bonds 2015 at 31 December 2012 to be approximately £38.7m. This fair value has been determined by reference to the market price at

31 December 2012.

In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the reporting date and the periods in which they re-price.

 

2012

Effective

interest

1 year

1-2

2-5

5 years

rate

Total

or less

years

years

and over

%

£m

£m

£m

£m

£m

Cash at bank

0.2%

17.0

17.0

-

-

-

Loans

7.3%

(56.1)

(23.5)

(2.7)

(24.5)

(5.4)

Finance lease liabilities

10.3%

(2.5)

(2.5)

-

-

-

Convertible Bond

8.2%

(43.0)

-

-

(43.0)

-

Bank overdrafts

8.9%

(5.9)

(5.9)

-

-

-

(90.5)

(14.9)

(2.7)

(67.5)

(5.4)

 

2011

 

Effective

interest

1 year

1-2

2-5

5 years

rate

Total

or less

years

years

and over

%

£m

£m

£m

£m

£m

Cash at bank

1.0%

12.7

12.7

-

-

-

Loans

7.8%

(35.3)

(31.5)

(0.3)

(0.2)

(3.3)

Finance lease liabilities

8.8%

(23.5)

(4.9)

(5.0)

(8.6)

(5.0)

Convertible Bond

8.25%

(44.4)

-

-

(44.4)

-

Bank overdrafts

9.5%

(12.2)

(12.2)

-

-

-

(102.7)

(35.9)

(5.3)

(53.2)

(8.3)

 

Foreign currency risk management

The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other than pounds sterling. The currencies giving rise to this risk are primarily, US Dollars, South African Rand, Mozambique Metical, Kenyan Shilling and Central African Franc, South Sudanese Pound, Tanzanian Shilling, Botswana Pula, and Namibian Dollar.

 

 

The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities, and its total net assets at the reporting date is as follows:

 

Monetary net assets

Total net assets

2012

2011

2012

2011

£m

£m

£m

£m

US Dollar

(51.5)

(77.8)

61.4

52.4

South African Rand

(8.8)

(7.9)

31.2

(3.9)

Mozambique Metical

0.6

1.8

32.1

26.7

Kenyan Shillings

(0.9)

(1.0)

7.3

2.5

Central African Franc

(11.3)

(12.3)

(11.3)

(12.3)

South Sudanese Pound

-

-

1.4

(0.8)

Zambian Kwacha

-

0.3

-

-

Tanzanian Shilling

(0.4)

-

(0.3)

-

Botswana Pula

(3.6)

-

(1.3)

-

Namibian Dollar

0.1

-

-

-

75.8

(96.9)

120.5

64.6

 

The following significant exchange rates applied during the year:

 

Average Rate

Closing Rate

2012

2011

2012

2011

£m

£m

£m

£m

US Dollar

1.58

1.56

1.62

1.55

South African Rand

12.99

12.74

13.69

12.54

Mozambique Metical

44.28

41.32

47.57

40.95

Kenyan Shilling

131.85

133.35

138.26

129.21

Central African Franc

797.17

760.29

800.23

768.48

 

The Company does not have any exposure to foreign currencies at the reporting date (2011: £nil).

 

Foreign currency sensitivity analysis

A 10% strengthening of the UK sterling against the following currencies at 31 December would have increased/ (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.

 

2012

2011

Equity

Profit/(loss)

Equity

Profit/(loss)

£m

£m

£m

£m

US Dollar

(5.6)

(0.1)

(4.8)

1.4

South African Rand

(2.8)

(0.5)

0.4

-

Mozambique Metical

(2.9)

(0.1)

(2.4)

(0.2)

Kenyan Shilling

(0.7)

-

(0.2)

-

Central African Franc

1.0

0.1

1.1

0.1

South Sudanese Pound

(0.1)

(0.2)

-

-

Botswana Pula

0.1

0.1

-

-

 

A 10% weakening of UK sterling against the above currencies at 31 December 2012 and 31 December 2011 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

Interest rate risk management

The Group is exposed to interest rate changes on its floating rate borrowings, arising principally from changes in borrowing rates in US Dollars, South African Rand, Central African Franc, Kenyan Shilling, Mozambique Metical and Sterling.

The Group's manages interest rate risk by issuing a combination of fixed and floating rate debt instruments, and through the use of derivative instruments (interest rate swaps). At 31 December 2012, the Group had 72% (2011: 57%) of fixed rate debt and 28% (2011: 43%) of floating rate debt based on a gross debt of £108.8m (2011: £115.4m).

The fair value of derivative instrument liabilities at 31 December 2012 was £0.1m (2011: nil).

The Group's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

 

Capital management

The Board's policy for the Group and Company is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Group defines as net operating income divided by total shareholders' equity, excluding non-controlling interests.

As the Group is in a phase of expansion, the key capital requirements are to ensure that funding is available for current and planned projects. Historically this has been achieved through capital raises, but as the Group has developed funding has been raised through a mix of debt and equity.

The Group considers shareholders funds plus long term debt to represent capital as defined by IAS 1. The Group currently has no target debt to equity funding range.

 

The Directors keep under review the capital structure of the Group, with the objective of adopting a progressive, prudent dividend policy once the Company has sufficient distributable reserves and has achieved a level of sustained profitability, taking into account the Group's financial position, underlying earnings and cash flows, the resources required for the Group's development and the prevailing market outlook.

Fair values

The fair value of a financial instrument is the price at which one party would assume the rights and/or duties of another party. The following summarises the major methods and assumptions used in estimating the fair values of financial instruments at the balance sheet date.

a) Investment in jointly controlled entity

Fair value is calculated with reference to the quoted price (unadjusted) of the instrument in an active market.

 

b) Trade and other receivables/payables

For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables/payables are discounted to determine the fair value.

 

c) Finance lease liabilities

The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogeneous lease agreements. The estimated fair values reflect changes in interest rates.

 

d) Loans and borrowings

Fair value is calculated based on discounted expected future principal and interest cash flows.

 

e) Convertible bond

Fair value is calculated with reference to the quoted price (unadjusted) of the instrument in an active market.

 

f) Debt-related derivative financial instruments

The fair value is calculated by discounting expected future cash flows and translating at the appropriate balance sheet rates.

 

The following table compares the estimated fair values of certain financial assets and liabilities to their carrying values at the balance sheet date.

2012

2011

Net carrying amount

Estimated fair value

Net carrying amount

Estimated fair value

£m

£m

£m

£m

NON-CURRENT ASSETS

Investment in jointly controlled entity

37.4

44.4

-

-

CURRENT ASSETS

Trade and other receivables

44.2

44.2

48.8

48.8

Cash at bank

17.0

17.0

12.7

12.7

NON-CURRENT LIABILITIES

Finance lease liabilities

(1.3)

(1.3)

(18.6)

(18.6)

Loans and Borrowings

(33.3)

(32.5)

(32.3)

(28.5)

Debt-related derivative financial instruments

(0.1)

(0.1)

-

-

Convertible bond

(43.0)

(38.7)

(44.4)

(38.1)

Trade and other payables

(4.3)

(3.7)

(16.1)

(13.9)

CURRENT LIABILITIES

Finance lease liabilities

(1.2)

(1.2)

(4.9)

(4.9)

Loans and Borrowings

(22.9)

(25.3)

(3.0)

(6.2)

Bank overdrafts

(5.9)

(5.9)

(12.2)

(12.2)

Trade and other payables

(37.2)

(37.2)

(39.7)

(39.7)

 

The estimated fair values of the remaining financial assets and liabilities are consistent with their carrying values at the balance sheet date

Fair value measurement hierarchy

The fair value of assets and liabilities can be classed in three levels:

Level 1 - Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Fair values measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly(i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Fair values measured using inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

 

The following table presents the Group's assets and liabilities that are measured at fair value.

 

2012

2011

Level 1

Level 2

Total

Level 1

Level 2

Total

£m

£m

£m

£m

£m

£m

LIABILITIES

Debt-related derivative financial instruments

-

0.1

0.1

-

-

-

-

0.1

0.1

-

-

-

32. Operating leases

At the reporting date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Aircraft

Property

Equipment

Total

2012

2011

2012

2011

2012

2011

2012

2011

£m

£m

£m

£m

£m

£m

£m

£m

Less than one year

-

2.3

2.7

1.7

0.2

0.1

2.9

4.1

Between one and five years -

3.0

12.4

8.7

0.2

0.2

12.6

11.9

Over five years

-

-

13.5

-

-

-

13.5

-

-

5.3

28.6

10.4

0.4

0.3

29.0

16.0

 

Included in the above are property leases of the Company amounting to £0.4m (2011: £0.4m) less than 1 year and £1.3m (2011: £1.7 m) between one and five years.

 

All leases are on standard market terms with no amounts of variable lease payments.

 

33. Capital commitments

Other capital commitments of £nil will be paid within the next financial year (2011: £0.2m). The Company had no capital commitments at 31 December 2012 (2011: £nil).

34. Contingent liabilities

There were no contingent liabilities at the reporting date (2011:none), the outturn of which the Directors consider could materially impact the financial statements. The Group has no contractual obligation to provide future funding to associates or joint ventures and has no contingent liabilities in respect of its associates and joint ventures. The Directors do not consider that any of the Group's associates or joint ventures have material contingent liabilities.

 

35. Related parties

 

The Group has a related party relationship with its subsidiaries (see note 36), associates and jointly controlled entity's (see note 18 and 19), companies in which the Group has an investment, and with its Directors.

Transactions with subsidiaries

Transactions within the Group companies have been eliminated on consolidation and are not disclosed in this note.

At the reporting date Lonrho Africa (Holdings) Limited owed the Company £144.2m (2011: £127.3m). Lonrho Africa (Holdings) Limited holds the operating bank accounts for the Group and the majority of the Group's investments in subsidiaries. The movement on the intercompany balance represents the transfer of cash raised during the year through the capital raises.

Other amounts owed by Group undertakings at the reporting date were Lonrho Projects South Africa (Pty) Limited £0.1m (2011: £nil), Lonrho Hotels Management Services Limited £0.1m (2011: £nil), Lonrho Agribusiness Limited £0.3m (2011: nil) and Lonrho Support Services Limited £1.6m (2011: £nil).

At the reporting date the Company owed Lonrho Africa Holdings (Jersey) Limited £44.8m (2011: £37.2m), Lonrho Agribusiness Limited £0.8m (2011: nil), Lonrho Africa (Holdings) Limited £nil (2011: £0.3m), and Eatec Limited £0.4m (2011: £0.4m).

 

Transactions with associates

Cambria Africa Plc (formally LonZim Plc)

 

During the period Lonrho disposed of its entire holding in Cambria Africa Plc (formally Lonzim Plc). 

 

The final disposal took place on 12 September 2012. At 31 December 2012, the Company owned 22.92% of Cambria Africa Plc and therefore is deemed to have exerted significant influence over the company during the year and up to the point of disposal. During the period the Company charged £0.3m (2011: £0.7m) to Cambria Africa Plc as a management charge. At the reporting date £0.3m was due from Cambria Africa Plc (2011: £nil).

During the year, Lonrho Hotels charged £0.1m to the Leopard Rock Hotel Company (Pty) Limited (2011: £0.1m), a Cambria Africa Plc company, in relation to management fees. At the reporting date £0.1m remained outstanding (2011: £0.1m).

 

On 1 July 2009 Cambria Africa Plc acquired an aircraft from Lonrho Air Three (BVI) Limited, a subsidiary of Lonrho Plc, for a total of US$4.3m (£2.6m). The aircraft is leased to Five Forty Aviation Limited (which was a Lonrho subsidiary until 29 June 2012). Total amounts charged under this arrangement during the year until 29 June 2012 were £0.2m (period ending 31 December 2011: £0.4m).

Cambria Africa Plc also leased one aircraft to Fly 540 Uganda, which was a Lonrho subsidiary for part of the year (refer note 8), on industry standard operating lease terms. Total amounts charged under this arrangement during the year until 29 June 2012 were £0.1m (period ending 31 December 2011: £0.3m).

 

During the period ended 31 December 2011 Cambria Africa Plc leased a further aircraft to Fly540 Uganda on industry standard operating lease terms, however this lease arrangement came to an end in February 2011. Total amounts charged under this arrangement in the period to 31 December 2011 were £0.1m.

 

On 30 September 2011 Lonrho Hotels (Holdings) Limited acquired an 80% interest from Cambria Africa Plc in the share capital of Aldeamento Turistico de Macuti S.A.R.L. (details provided in Note 7b). During the year up to the point at which Cambria Africa Plc was no longer a related party, Lonrho Hotels (Holdings) Limited made deferred consideration, interest and loan payments to Cambria Africa Plc in respect of this acquisition totaling £1.0m (2011:£0.2m). At the date of disposal £2.4m (2011: £3.1m) of deferred consideration and £0.3m (2011: £0.6m) of loans were payable by Lonrho Hotels (Holdings) Limited to Cambria Africa Plc.

Investments

Swissta DRC SPRL

The Group holds 20% of Swissta DRC SPRL. At the reporting date £0.1m (2011: £0.1m) was due from Swissta DRC SPRL as a result of a short term non-interest bearing loan.

 

Arlington Associates International Limited

The Group recognised management fee income from Arlington Associates International Limited of £1.0m (2011: £nil), which was outstanding at the reporting date.

Transactions with key management personnel

Key management personnel are considered to be the Company's Directors.

During the period £0.04m (2011: £0.04m) was charged to the Group by DSG Chartered Accountants. Jean Ellis, non-executive Director, is a partner in this firm.

The key management personnel compensations are as follows:

15 months

ended

Year ended 31 December

31 December

2012

2011

£m

£m

Short-term employee benefits

2.6

4.0

Post-employment benefits

0.3

0.2

Gain on share options exercised

0.4

0.5

Payment in lieu of notice and other benefits

0.8

-

4.1

4.7

Total remuneration is included in "staff costs" (see note 9).

36. Group entities 

Principal subsidiaries

Ownership interest

Country of incorporation

2012

2011

Luba Freeport Limited

Jersey

63%

63%

Sociedade Comercial Bytes & Pieces Limitada

Mozambique

65%

65%

Hotel Cardoso SARL

Mozambique

59.04%

59.04%

Lonrho Africa (Holdings) Limited*

UK

100%

100%

Rollex (Pty) Limited

South Africa

100%

100%

e-Kwikbuild Housing Company (Pty) Limited

South Africa

35.91%

35.91%

Trak Auto Lda

Mozambique

100%

100%

Oceanfresh Seafoods (Pty) Limited

South Africa

51%

51%

Indigo Bay Seafoods Incorporated

USA

51%

51%

Protea Seafoods Mauritius

Mauritius

51%

51%

Fresh Direct Limited

British Virgin Islands

100%

100%

Grand Karavia SPRL

Democratic Republic of Congo

50%

50%

Lonrho Agribusiness (BVI) Limited

British Virgin Islands

100%

100%

Aldeamento Turistico de Macuti SARL

Mozambique

80%

80%

LonAgro Equipamentos Agricolas Limitada

Angola

51%

51%

Lonrho Logistics (Pty) Limited

South Africa

100%

100%

Fish On Line (Pty) Limited

South Africa

68%

51%

Global Horizons Limited

Isle of Man

100%

100%

Africa Expeditions Limited

Kenya

95%

95%

Sportsgear Investments (Private) Limited

Zimbabwe

100%

100%

Burp Track Investments (Private) Limited

Zimbabwe

100%

100%

Crosshairs Point (Private) Limited

Zimbabwe

100%

100%

Yuagong (Pty) Limited

Botswana

100%

100%

Lonrho Support Services Limited*

UK

100%

100%

LAH Jersey Limited*

Jersey

100%

100%

* Directly held by the Company.

Inclusion of all the subsidiaries in the Group would be excessive and therefore only the significant trading entities are shown above.

A full list of Group companies will be included in the annual return registered with Companies House.

Although the Group owns less than half, or half, of the voting power of e-Kwikbuild Housing Company (Pty) Limited and Grand Karavia SPRL, the Group has Board control giving it the ability to govern the financial and operating policies of those companies and hence the Group consolidates its investment in these companies.

Exchange control procedures exist in Mozambique, Angola, Zimbabwe, Democratic Republic of Congo and South Africa which place restrictions on repatriation of cash to the Group.

37. Events after the reporting date

 

On 9 January 2013, the Company granted options over 484,612 ordinary shares of 1p each in the Company, exercisable on 1st February 2016 in accordance with the rules of the Lonrho Sharesave Scheme at 7.8p per share.

 

On 18 January 2013, the Company granted options over 2,000,000 ordinary shares of 1p each in the Company under the Lonrho Unapproved Share Option Plan exercisable at 9.252p per share. The options have a two year vesting period and a four year exercise period from date of grant.

 

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

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