Interim / Quarterly Report • May 16, 2017
Interim / Quarterly Report
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National Storage Mechanism | Additional information
RNS Number : 1823F
Tharisa PLC
16 May 2017
THARISA PLC
Incorporated in the Republic of Cyprus with limited liability
Registration number: HE223412
JSE share code: THA
LSE share code: THS
ISIN: CY0103562118
Tharisa 2017
REVIEWED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 MARCH 2017
CORPORATE INFORMATION
| THARISA PLC | TRANSFER SECRETARIES |
| Incorporated in the Republic of Cyprus with limited liability | Computershare Investor Services Proprietary Limited |
| Registration number: HE223412 | Registration number: 2004/003647/07 |
| JSE share code: THA | Rosebank Towers, 15 Biermann Avenue, Rosebank |
| LSE share code: THS | Johannesburg 2196 |
| ISIN: CY0103562118 | (PO Box 61051, Marshalltown 2107) |
| South Africa | |
| REGISTERED ADDRESS | |
| Cymain Registrars Limited | |
| Office 108 - 110 | Registration number: HE174490 |
| S. Pittokopitis Business Centre | 26 Vyronos Avenue |
| 17 Neophytou Nicolaides and Kilkis Streets | 1096 Nicosia |
| 8011 Paphos | Cyprus |
| Cyprus | |
| JSE SPONSOR | |
| POSTAL ADDRESS | |
| Investec Bank Limited | |
| PO Box 62425 | Registration number: 1969/004763/06 |
| 8064 Paphos | 100 Grayston Drive |
| Cyprus | Sandown, Sandton 2196 |
| (PO Box 785700 Sandton 2146) | |
| WEBSITE | South Africa |
| www.tharisa.com | |
| AUDITORS | |
| DIRECTORS | |
| KPMG Limited (Cyprus) | |
| Loucas Christos Pouroulis (Executive Chairman) | Registration number: HE132527 |
| Phoevos Pouroulis (Chief Executive Officer) | 14 Esperidon Street |
| Michael Gifford Jones (Chief Finance Officer) | 1087 Nicosia |
| John David Salter (Lead Independent Non-executive Director) | Cyprus |
| Antonios Djakouris (Independent Non-executive Director) | |
| Omar Marwan Kamal (Independent Non-executive Director) | JOINT BROKERS |
| Carol Bell (Independent Non-executive Director) | |
| Joanna Ka Ki Cheng (Non-executive Director) | Peel Hunt LLP |
| Moore House | |
| JOINT COMPANY SECRETARIES | 120 London Wall |
| EC 2Y 5ET | |
| Lysandros Lysandrides | England |
| 26 Vyronos Avenue | Contact: Matthew Armitt/Ross Allister |
| 1096 Nicosia | +44 207 7418 8900 |
| Cyprus | |
| BMO Capital Markets Limited | |
| Sanet de Witt | 95 Queen Victoria Street |
| The Crossing | London |
| 372 Main Road | EC4V 4HG |
| Bryanston, Johannesburg 2021 | England |
| South Africa | Contact: Jeffrey Couch/Neil Haycock/Thomas Rider |
| Email: [email protected] | +44 020 7236 1010 |
| INVESTOR RELATIONS | FINANCIAL PUBLIC RELATIONS |
| Sherilee Lakmidas | Buchanan |
| The Crossing | 100 Cheapside |
| 372 Main Road | London |
| Bryanston, Johannesburg 2021 | EC2V 6DN |
| South Africa | England |
| Email: [email protected] | Contact: Bobby Morse/Anna Michniewicz |
| +44 020 7466 5000 |
MISSION
To maximise shareholder returns through innovative exploitation of mineral resources in a responsible manner
INTRODUCTION
Tharisa is an integrated resource group incorporating mining and the processing, beneficiation, marketing, sales and logistics of PGM and chrome concentrates
VALUES
- The safety and health of our people is a priority
- We take responsibility for the effect that our operations may have on the environment
- We are committed to the upliftment of our local communities
- We conduct ourselves with integrity and honesty
- We strive to achieve superior returns for our shareholders
- We originate new opportunities and will continue to challenge convention through innovation
STRATEGIC INITIATIVES
- Implementation of optimisation initiatives to maximise value extraction
- Growth through innovative research and development
- To generate value by becoming a globally significant low-cost producer of strategic commodities
- Leveraging off the established platform for expansion into multi-commodities with geographic diversity
- Capital discipline with an annual dividend policy of 10% of NPAT and capital allocation to low risk projects
HIGHLIGHTS H1 FY2017
REEF MINED Up 3.8% to 2.45 Mt (2016: 2.36 Mt)
PGM PRODUCTION (5PGE+Au) Up 15.2% to 69.1 koz (2016: 60.0 koz)
CHROME CONCENTRATE PRODUCTION Up 5.4% to 636.8 kt (2016: 604.4 kt)
Including production of 152.5 kt of higher
margin chemical and foundry grade
concentrates (2016: 105.8 kt)
REVENUE Up 103.6% to US$175.1m (2016: US$86.0m)
OPERATING PROFIT Up 559.4% to US$69.9m (2016: US$10.6m)
EBITDA Up 451.0% to US$81.0m (2016: US$14.7m)
PROFIT BEFORE TAX Up 1 417.8% to US$68.3m (2016: US$4.5m)
HEADLINE EARNINGS PER SHARE Up 1 500.0% to US$ 16 cents (2016: US$ 1 cent)
NET CASH GENERATED FROM OPERATIONS Up 142.9% to US$44.2m (2016: US$18.2m)
GROUP STATISTICS
| Unit | H1 FY2017 | H1 FY2016 | Change | |
| Reef mined | kt | 2 449.1 | 2 358.6 | 3.8% |
| Stripping ratio | m3 waste: m3 reef | 8.4 | 6.8 | 23.5% |
| Reef milled | kt | 2 417.7 | 2 197.0 | 10.0% |
| PGM flotation feed | kt | 1 783.0 | 1 708.1 | 4.4% |
| PGM rougher feed grade | g/t | 1.54 | 1.68 | (8.3%) |
| PGM ounces produced | 5PGE+Au koz | 69.1 | 60.0 | 15.2% |
| PGM recovery | % | 78.3 | 65.0 | 20.5% |
| Average PGM basket price | US$/oz | 760 | 686 | 10.8% |
| Average PGM basket price | ZAR/oz | 10 306 | 10 448 | (1.4%) |
| Cr2O3 ROM grade | % | 17.5 | 18.4 | (4.9%) |
| Chrome recovery | % | 63.4 | 62.8 | 1.0% |
| Chrome yield | % | 26.3 | 27.5 | (4.4%) |
| Chrome concentrates produced | kt | 636.8 | 604.4 | 5.4% |
| Metallurgical grade | kt | 484.3 | 498.6 | (2.9%) |
| Specialty grades | kt | 152.5 | 105.8 | 44.1% |
| Metallurgical grade chrome concentrate | ||||
| contract price | US$/t CIF China | 278 | 106 | 162.3% |
| Metallurgical grade chrome concentrate | ||||
| contract price | ZAR/t CIF China | 3 783 | 1 562 | 142.2% |
| Average exchange rate | ZAR:US$ | 13.6 | 15.0 | (9.3%) |
| Group revenue | US$ million | 175.1 | 86.0 | 103.6% |
| Gross profit | US$ million | 82.4 | 21.1 | 290.5% |
| Net cash flows from operating activities | US$ million | 44.2 | 18.2 | 142.9% |
| Net profit for the period | US$ million | 51.1 | 3.1 | 1 548.4% |
| EBITDA | US$ million | 81.0 | 14.7 | 451.0% |
| Headline earnings per share | US$ cents | 16 | 1 | 1 500.0% |
| Gross profit margin | % | 47.0 | 24.6 | 91.1% |
| EBITDA margin | % | 46.3 | 17.1 | 170.8% |
| Net debt | US$ million | 7.0 | 30.9 | (77.3%) |
| Capital expenditure* | US$ million | 8.5 | 6.4 | 32.8% |
| Debt to total equity ratio** | % | 13.0 | 24.2 | (46.3%) |
| Net debt to total equity ratio** | % | 2.7 | 17.8 | (84.8%) |
* Includes deferred stripping of US$nil million (2016: US$3.1 million)
** Net of the debt service reserve account
INTERIM MANAGEMENT REPORT
DEAR SHAREHOLDER
Tharisa has demonstrated its potential of being a strong cash generative business supported by a marked increase in chrome concentrate prices underpinned by solid operational performance. In the six months ended 31 March 2017, the Group, through its low cost co-production business model, delivered stable operational and excellent financial results.
The Group reported a profit before tax of US$68.3 million for the interim period with net cash flows from operating activities of US$44.2 million, an improvement of 142.9%, resulting in a headline earnings per share of US$ 16 cents (H1 FY2016: US$ 1 cent).
Production milestones included:
- reef mining exceeded the steady state required run rate of 4.8 Mt on an annualised basis
- mill throughput performing at nameplate design capacity of 400 ktpm
- improved PGM recoveries to 78.3%, an increase of 20.5%, and an increase in chrome recoveries of 1.0%
- increased specialty chrome production from 17.5% to 23.9% of total chrome concentrate production
The unprecedented increase in chrome concentrate prices, delivered to China within the last 12 months, reaching highs of US$390/t, was welcomed by a chrome industry that has experienced suppressed prices since 2011. Prices soared while liquidity from end-users, consumers and traders was limited, impacting the ability to sell forward and even execute on bulk sales at these levels. The average metallurgical grade chrome concentrate price for the six-month period was US$278/t, an increase of 162.3% relative to the comparable period. Platinum prices continued to remain under pressure, however, the basket price of PGMs was supported by higher palladium and rhodium prices. The average PGM basket price (on a 5PGE+Au basis) for the six-month period was US$760/oz, an increase of 10.8% relative to the comparable period.
Tharisa's continued focus on optimisation yielded positive production results with a 15.2% increase in production of PGM contained metal on a 5PGE+Au basis of 69.1 koz and a 5.4% increase in chrome concentrate production of 636.8 kt. Of the chrome concentrate production, specialty grade production increased by 44.1% to 152.5 kt.
Safety remains a top priority and Tharisa continues to strive for zero harm at its operations. Tharisa achieved a Lost Time Injury Frequency Rate (LTIFR) of 0.17 per 200 000 man hours worked at 31 March 2017. This is among the lowest LTIFRs in the PGM and chrome industries in South Africa. Tharisa continues to implement appropriate risk management processes, strategies, systems and training to promote a safe working environment for all.
Tharisa continues to strengthen its competitive position, benefiting from the shallow open pit and large-scale co-production of PGMs and chrome concentrates.
OPERATIONAL OVERVIEW
MINING
| 31 March | 31 March | |||
| Unit | 2017 | 2016 | Change | |
| Reef mined | kt | 2 449.1 | 2 358.6 | 3.8% |
| Reef milled | kt | 2 417.7 | 2 197.0 | 10.0% |
The Tharisa Mine is unique in that it mines multiple mineralised layers with different, but defined, PGM and chrome contents. The mine is a large-scale open pit with a life of mine of up to 18 years and the potential to extend the mine by a further 40 years by mining underground.
During the six months under review, 2.4 Mt of ore at an average grade of 1.54 g/t PGMs on a 5PGE+Au basis and 17.5% chrome was mined. Nameplate processing capacity is 4.8 Mtpa of ROM with planned annual production for FY2017 of 147.4 koz of PGMs and 1.33 Mt of chrome concentrates. Tharisa has achieved the required mining run rate for five consecutive quarters.
The focus on opening up access to the full mining strike length and the benefits of maintaining the correct multi-reef layer profile are being realised and this contributed to providing stable feed grades for processing.
Over the last 18 months, Tharisa has been insourcing a number of mining functions and increased its supervision and specialist skills in anticipation of gearing up towards an owner mining operational model. The change in operating model is the logical progression given the long life of the open pit mine.
Tharisa has commenced the transition to an owner mining operational model. Subsequent to the reporting period, Tharisa has reached agreement with its current contractor, MCC Contracts Proprietary Limited (MCC), to purchase the requisite fleet from MCC and to employ the employees currently in service at the Tharisa Mine.
The transition will allow Tharisa to take direct control over its mining operations, eliminating the contractor's risk premiums and profit margins. By controlling the reef grades, Tharisa can deliver improved quality ore to the processing plants, thereby optimising the feed and recovery within the plants. Over the longer term this should allow for the reduction in mining costs and improve the recovery and production of PGMs and chrome concentrates. Tharisa expects the transition in operating model to be completed within FY2017.
PROCESSING
Tharisa has two processing plants, the Genesis and Voyager standalone concentrator plants, which have a combined nameplate capacity of 400 ktpm ROM. The Genesis Plant incorporates the Challenger Plant on the feed circuit for the extraction of specialty grade chrome concentrates principally from natural fines.
During the six-month period, 2.4 Mt of reef was processed through the two plants producing 69.1 koz of contained PGMs on a 5PGE+Au basis and 636.8 kt of chrome concentrates. Of the 636.8 kt of chrome concentrates produced, 152.5 kt or 23.9% of total chrome concentrate production was specialty grade chrome concentrates, up from 17.5% for the comparable period.
Plant throughput achieved the combined nameplate capacity of the plants.
Overall PGM recovery was at 78.3%, an improvement of 20.5% on the H1 FY2016 PGM recovery of 65.0%, and demonstrates the benefits of stability in the plant feed grades and the increase in competent ores being processed with a lower feed of "weathered" ore. The target recovery is 80.0%.
The average chrome recovery across all plants was 63.4%, a 1.0% improvement from the 62.8% recovery recorded for H1 FY2016 and bringing chrome recoveries within reach of the 65.0% target.
There are a number of optimisation initiatives currently being implemented while others are being evaluated with a focus on improving chrome recoveries and increasing PGM recoveries even further. The primary spiral replacement programme at the Genesis Plant will be completed within FY2017 and should improve stability and recovery within this plant. The PGM flotation upgrade within the Genesis Plant is under way with high-energy flotation mechanisms combined with additional cleaner capacity being installed.
The benefits of these two initiatives should be seen
in FY2018.
COMMODITY MARKETS AND SALES
| 31 March | 31 March | |||
| Unit | 2017 | 2016 | Change | |
| PGM basket | ||||
| price | US$/oz | 760 | 686 | 10.8% |
| PGM basket | ||||
| price | ZAR/oz | 10 306 | 10 448 | (1.4%) |
| 42% | ||||
| metallurgical | ||||
| grade chrome | ||||
| concentrate | ||||
| contract | ||||
| price - CIF | US$/t | 278 | 106 | 162.3% |
| 42% | ||||
| metallurgical | ||||
| grade chrome | ||||
| concentrate | ||||
| contract price | ||||
| - CIF | ZAR/t | 3 783 | 1 562 | 142.2% |
Both PGM and chrome concentrate commodity prices have improved compared to the first six months of the last financial year. The average US$ PGM contained metal basket price increased by 10.8% and metallurgical grade chrome concentrate prices significantly improved by 162.3%, from the low point in the market seen last year of US$81/t. The ZAR strengthened by 9.3% relative to the US$ during the period, impacting on ZAR commodity pricing received by Tharisa Minerals.
The platinum price has remained flat over the period while palladium remains above the US$750/oz mark and rhodium has continued to increase, reaching levels just above US$1 000/oz. The increase in the PGM basket price is attributed to the increased palladium and rhodium prices.
The metallurgical grade chrome concentrate market is showing signs of weakness in price and liquidity, which was to be expected following the rapid increase in prices. The South African producers' supply discipline has resulted in excess stocks building up through-out the pipeline with the Chinese users having slowed production and sourcing materials from existing stocks and alternate sources.
The demand for chrome concentrate is driven by the increasing demand for stainless steel, which fundamentally remains robust. In 2016, global stainless steel production increased by 10.2% year on year and China achieved a record melt shop production of 24.9 Mt (15.7% increase year on year), according to the International Stainless Steel Forum. The increase in Chinese supply of stainless steel is largely attributed to increased domestic demand.
Chinese port stocks continued to be restocked from critically low levels seen in August 2016 and reached levels of approximately 2.0 Mt in April 2017. With domestic Chinese requirements of approximately 1.0 Mtpm, this equates to eight weeks' supply.
The fundamentals of the global stainless steel market remain sound with continued growth expected in 2017, further supporting demand for chrome units in the form of ferrochrome and chrome ores.
PGM production continued to be sold to Impala Refining Services under the off-take agreement and a total of 69.3 koz was sold during the period. The Tharisa Mine's PGM prill split is significant in terms of platinum content at 54.6%, with palladium and rhodium contributions of 16.3% and 9.7%, respectively.
| Tharisa prill split by | 31 March | 31 March |
| mass % | 2017 | 2016 |
| Platinum | 54.6 | 56.1 |
| Palladium | 16.3 | 15.7 |
| Rhodium | 9.7 | 9.5 |
| Gold | 0.2 | 0.2 |
| Ruthenium | 14.3 | 13.9 |
| Iridium | 4.9 | 4.4 |
Chrome concentrate sales for the period totalled 502.4 kt an increase of 4.3% compared to H1 FY2016 (2016: 481.7 kt).
However, inventory levels increased during the period by 19.4% as at end March 2017.
LOGISTICS
| 31 March | 31 March | |||
| Unit | 2017 | 2016 | Change | |
| Average | ||||
| transport costs | ||||
| per tonne | ||||
| of chrome | ||||
| concentrate - | ||||
| CIF main ports | ||||
| China basis | US$/t | 50.0 | 40.0 | 25.0% |
The chrome concentrate destined for main ports in China is shipped either in bulk from the Richards Bay Dry Bulk Terminal or via containers from Johannesburg and transported by road to Durban from where it is shipped. The economies of scale and in-house expertise have ensured that Tharisa's transport costs, a major cost to the Group, remained competitive.
China remains the main market for metallurgical grade chrome concentrate and 360.2 kt of chrome concentrate produced by the Tharisa Mine was sold to China on a CIF main ports basis. The majority was shipped in bulk with a negligible quantity being shipped in containers. Specialty grade chrome concentrate sales were 142.2 kt for the period.
Negotiations over a planned public private partnership with Transnet for an on-site railway siding at the Tharisa Mine continue.
FINANCIAL OVERVIEW
There were a number of key financial highlights for the interim period:
Firstly, the all in sustaining cost(1) per Pt ounce was negative at (US$1 123) (i.e. this assumes that the Group is a pure platinum producer thereby off-setting the credits from the chrome concentrate sales and receipts from the other platinum group basket metals) compared to the comparable period cost of US$402/Pt oz and similarly if one assumed the Group to be a pure metallurgical grade chrome concentrate producer the all in sustaining cost delivered
on a CIF main ports China basis per tonne was US$88/t compared to the comparable period of US$85/t. This positions the Group firmly in the lowest cost production quartile for both PGM and chrome producers.
(1)Calculated as the sum of the operating costs, administrative expenses and capital expenditure less the "by-product" credits.
Secondly, the Group generated positive net cash flows from operating activities of US$44.2 million compared to the comparable period of US$18.2 million.
Thirdly, there was a significant reduction in interest-bearing debt with interest bearing debt as at 31 March 2017 totalling US$38.4 million, resulting in a debt to total equity ratio of 14.8%. By off-setting the balance in the debt service reserve account of US$4.8 million, the debt to total equity ratio is
reduced to 13.0%.
This performance was achieved in a period of a global recovery in commodity prices with the Group benefiting particularly from the recovery in chrome concentrate prices. There was, however, a strengthening of the ZAR, being the cost base currency for the Group's mining operations in South Africa, with the ZAR strengthening from ZAR15.0 to ZAR13.6 against the US$, an average strengthening of 9.3%, impacting on the overall cost base of the Group.
Subsequent to the reporting period, South Africa's foreign debt was downgraded to sub-investment grade impacting on its currency and reversing the strengthening trend (although the downgrade was considered to be priced into the currency). Interest rates are also expected to increase going forward. The Group's commodities are priced in US$ and the cost base is mainly in ZAR and therefore the Group is positioned as a Rand hedge stock.
Group revenue totalled US$175.1 million of which US$40.0 million was derived from the sale of PGM concentrates and US$135.1 million was derived from
the sale of chrome concentrates. This is an increase of 103.6% relative to the comparable period revenue of US$86.0 million. The strong recovery in commodity prices and particularly the chrome concentrate price, which increased from an average of US$106/t (on a CIF main ports China basis) to US$278/t for metallurgical grade chrome concentrate, was on the back of demand fundamentals for stainless steel and a restocking of port stocks in China.
There has been no non-recurring or exceptional income sources during the interim period.
Against the increased revenue, the gross profit increased from US$21.1 million to US$82.4 million with the gross profit percentage increasing from 24.6% to 47.0%.
The allocation of shared costs of production for segmental reporting purposes was revised for the current period taking into account the relative contribution to revenue on an ex-works basis and, in accordance with the accounting policy of the Group and IFRS, the allocation was amended to 75% for the chrome segment and 25% for the PGM segment. The comparable period shared costs were allocated on an equal basis.
The increase in the gross profit was notwithstanding an increase of 25% in the average transport costs for transporting the metallurgical grade chrome concentrate from the mine to main ports in China. This on the back of suppressed freight prices during H1 2016. The major constituents of the on-mine cash cost of sales are depicted in the graph below:
| Mining | 50.3% |
| Utilities | 6.0% |
| Reagents | 2.5% |
| Steel balls | 4.5% |
| Labour | 9.6% |
| Diesel | 12.1% |
| Overheads and other | 15.0% |
The mining is currently outsourced to a mining contractor. The diesel cost, however, should be considered part of the overall mining cost. The mining contractor labour cost is included in "mining" as Tharisa pays on a per cube mined basis.
The mining cost per reef tonne mined for the period was US$19.5 (2016: US$15.7). This may be attributed in part to the increased stripping ratio of 8.4 (on a m3: m3 basis), which is more in line with the life of the open pit stripping ratio of 9.7, compared to the comparable period stripping ratio of 6.8, and the strengthening of the ZAR over the period.
After accounting for administrative expenses of US$12.5 million (2016: US$10.7 million) the Group achieved an operating profit of US$69.9 million (2016: US$10.6 million). There was a significant increase in the equity settled share-based payment expense included in the administrative expenses which increased from US$1.0 million to US$2.2 million following the recovery in the share price of Tharisa. This share-based payment expense relates to the long-term incentive plan and share appreciation right scheme for employees of the Group and is limited to 5% of issued share capital as per the rules of the scheme.
The Group's cost base is mainly in ZAR (other than for selling and freight expenses) and where the Group benefited from a weakening ZAR in the comparable period, the ZAR strengthened in the current period thereby negating the benefits of operating in an "emerging market" weak currency environment. The ZAR strengthened from ZAR15.0 to ZAR13.6 against the US$, an average strengthening of 9.3%.
EBITDA amounted to US$81.0 million (2016: US$14.7 million).
The consolidated cost per tonne milled excluding selling expenses was US$34.0 (2016: US$28.7). The increase in cost per tonne milled may be attributed in part to the increased mining cost and the impact of the strengthening of the ZAR on the cost base.
As a consequence of the strengthening ZAR, finance income, which includes foreign currency movements on working capital amounts, increased to US$4.0 million.
Finance costs principally relate to the senior debt facility secured by Tharisa Minerals for the construction of the Voyager Plant and the expansion of the mining footprint. Project completion as defined in the contractual terms of the senior debt facility was achieved on 14 November 2016 and the interest rate was reduced by 150 basis points to JIBAR plus 340 basis points.
The tax charge amounted to US$17.3 million, an effective tax rate of 25.3%, of which US$1.9 million was cash tax paid. The Group has fully utilised its tax losses. As at the period-end the Group had unredeemed capex for tax purposes of US$99.3 million. The net deferred tax liability
totalled US$18.2 million.
Profit for the period amounted to US$51.0 million (2016: US$3.1 million).
Foreign currency translation differences for foreign operations, arising where Tharisa has funded the underlying subsidiaries with US$ denominated funding and the reporting currency of the underlying subsidiary is not in US$, amounted to a favourable US$5.4 million (2016: charge of US$9.0 million) following the strengthening of the ZAR.
Basic and diluted earnings per share for the period were US$0.16 (2016: US$0.01).
No dividends are proposed for the interim period as it is the policy of Tharisa to declare and pay an annual dividend of at least 10% of consolidated net profit after tax.
Following shareholder approval and the obtaining of the necessary Cypriot court approvals and lodgement of the requisite documentation with the Cyprus Registrar of Companies, the share premium of Tharisa was reduced by an amount of US$179.6 million which was credited to revenue reserves. This allows Tharisa to return an amount of US$2.6 million or US$ 1 cent per share to shareholders. The amount due to shareholders will be paid during the third quarter of FY2017.
Interest-bearing debt as at 31 March 2017 totalled US$38.4 million, resulting in a debt to total equity ratio of 14.8%. Following the achievement of project completion, the senior debt providers agreed that the Group reduce the amount held in the debt service reserve account to be equal to one quarter's debt repayment with the amount being released applied as a mandatory prepayment. Off-setting the balance in the debt service reserve account of US$4.8 million, reduces the debt to total equity ratio to 13.0%. The long-term targeted debt to total equity ratio is 15.0%.
The Group complied with the senior debt facility financial covenants as at 31 March 2017.
Inventories on hand at 31 March 2017 increased to US$36.4 million with finished goods, principally chrome concentrates, contributing US$25.6 million of this amount.
There has been an improvement in the working capital position with the current ratio improving to 2.0 times.
During the interim period, the Group generated net cash from operations of US$44.2 million (2016: US$18.2 million). Additions to plant and equipment totalled US$8.5 million (2016: US$6.4 million). The depreciation charge was US$8.4 million (US$4.6 million).
Cash on hand amounted to US$26.6 million. In addition, the Group holds US$4.8 million in a debt service reserve account.
SUBSEQUENT EVENTS
Subsequent to the reporting period, with effect from 17 April 2017, as an integral part of the transition to an owner mining model, Tharisa purchased four interburden and reef rock drills and drilling equipment from a drilling sub-contractor for a purchase consideration of ZAR24.4 million. The 53 on-site employees of the drilling sub-contractor were transferred to Tharisa.
In addition, Tharisa has subsequent to the reporting period, subject to the fulfilment of certain conditions precedent which includes, inter alia, regulatory approvals as well as MCC shareholder approval, entered into a binding term sheet with MCC in terms of which, inter alia, Tharisa will purchase certain equipment, strategic components, site infrastructure and spares from MCC for a purchase consideration of ZAR303.3 million. The 153 "yellow fleet" machines being purchased includes excavators, off highway dump trucks, articulated dump trucks and support vehicles, being substantially all of the equipment at the Tharisa Mine, as well as 17 additional machines from another MCC site. In addition, Tharisa will accept assignment in respect of leased equipment comprising drill rigs, excavators and off highway dump trucks and will continue to lease these 14 machines. The settlement amount for the leased equipment as at 1 June 2017 is approximately ZAR100.2 million.
Approximately 900 on-site employees of MCC will be transferred to Tharisa under section 197 of the Labour Relations Act.
The purchase consideration for the transaction will be settled through a cash payment of ZAR250.0 million, the cession of the lease obligations of approximately ZAR100.2 million, the deduction of certain liabilities relating to the transfer of the employees such as the leave pay provision and the deduction of costs that have been incorporated into the mining rate to date, such as future equipment de-mobilisation costs. The balance owing will be
paid in cash in six equal monthly instalments.
The purchase consideration will be funded by bridge financing currently being arranged, OEM supplier financing, traditional banking and available cash resources.
The successful conclusion of the agreement with MCC will result in Tharisa achieving its objective of becoming an owner miner at the Tharisa Mine, a logical progression in its development with the long life of the open pit. The change in the operating model is expected to have both cost and
operational benefits as well as providing financial flexibility, thereby cementing Tharisa's low cost high margin position.
Tharisa has developed a long-term capital replacement strategy, which will form part of the sustaining capital programme in the ordinary course of business.
PRINCIPAL BUSINESS RISKS
Material risks to the Group are those that substantially affect the Group's ability to create and sustain value in the short, medium and long term. Material risks determine how the Group devises and implements its strategy since each risk has the potential to impact the Group's ability to achieve its strategic objectives. Each risk also carries with it challenges and opportunities. The Group's strategy takes into account known risks, but risks may exist of
which the Group is currently unaware. An overview of the material risks which could affect the Group's operational and financial performance was included in the Group's 2016 annual report which is available on the Group's website. The following risks have been identified as having the potential to impact the Group over the next six months.
Regulatory compliance
In April 2016, the South African Government released a draft amendment to the Mining Charter for public comment. There is no assurance that the Mining Charter will be adopted in its draft form or be revised again to, inter alia, set new, higher or different Historically Disadvantaged South Africans (HDSA) or Black Economic Empowerment ownership targets, or that the definition of persons who constitute HDSAs will not be changed or substituted. If there is any future increase in HDSA ownership targets or any change or substitution in the definition of HDSAs, the Group may have to amend the ownership structure
of Tharisa Minerals in order to comply with the new requirements. The Mining Charter was scheduled to be gazetted at the end of March 2017, however, it has been delayed, with no further information available on the estimated timetable and level of review.
The Group is required to comply with a range of Health and Safety Laws and Regulations in connection with its mining, processing and on mine logistics activities. Regular inspections are conducted by the Department of Mineral Resources to ensure compliance. Any perceived violation of the Regulations could lead to a temporary shutdown of all or a portion of the Group's mining operations.
Political instability in South Africa
The political uncertainty and subsequent downgrades of the South African credit ratings to sub-investment grade have resulted in increased volatility in the exchange rate. The downgrades are expected to lead to longer term interest rate increases and inflationary pressures.
Tharisa is a Rand hedge company with sales being made in US$ and the majority of the cost base being ZAR denominated. To mitigate the longer term interest rate and inflationary pressure, Tharisa will continue to focus on maintaining its targeted debt level policy and manage its costs.
Labour unrest in South Africa
While labour relations are currently stable, the risk of potential unrest remains, particularly with the current political climate which may contribute to heightened labour and community unrest regionally.
In 2015, the Group concluded a collective agreement with the National Union of Mineworkers, the majority trade union at the Tharisa Mine, which determined wage increases over the next three years until June 2018.
MCC, the primary mining contractor, which negotiates wages through the South African Forum of Civil Engineering Contractors, is in the second of a three-year wage agreement, which determines pay increases until September 2018. MCC's employees at the Tharisa Mine are represented by the Association of Mineworkers and Construction Union (AMCU).
Owner mining model
Subsequent to the reporting period, the Group has announced its to transition to an owner miner model and that it has reached agreement with its mining contractor to purchase certain fleet (owned by the mining contractor) as well as transfer the on-site employees to the Group. Such transition may have an impact on mining as the employees are being transferred and certain of the equipment needs to be mobilised to the site and demobilised from the site. In
addition, additional fleet is planned to be acquired and the availability and mobilisation of the equipment may impact on the mining production.
The Group will also be required to finance the fleet purchase which will impact on the gearing levels of the Group.
Tharisa, in the normal course of managing its mining operations, has developed engineering and geological skills that are integral to in-house mining. The fleet on site currently mines at the required mine call rate and the employees are already skilled in the operating procedures of the Tharisa Mine. In addition, there is both an in-pit stock pile and ROM stock pile ahead of the plants to mitigate against any short-term mining disruptions.
Unscheduled breakdowns
The Group's performance is reliant on the consistent production of PGM and chrome concentrates from the Tharisa Mine. Any unscheduled breakdown leading to a prolonged reduction in production may have a material impact on the Group's financial performance and results of operations.
Currency risk
The Group's reporting currency is US$. The Group's operations are predominantly based in South Africa with a ZAR cost base while the majority of the revenue stream is in US$ exposing the Group to the volatility and movements in the currencies. Fluctuations in the US$ and ZAR, which may be more volatile following the recent credit rating downgrade of South Africa to sub-investment grade, may have a significant impact on the performance of the roup.
Commodity prices
The Group's revenues, profitability and future rate of growth depend on the prevailing market prices of PGMs and chrome. A sustained downward movement in the market price for PGMs and/or chrome may negatively affect the Group's profitability and cash flows.
Financing and liquidity
The activities of the Group exposes it to a variety of financial risks including market, commodity prices, credit, foreign exchange and interest rate risks. The Group closely monitors and manages these risks. Cash forecasts are regularly updated and reviewed including sensitivity scenarios with reference to the above risks.
BOARD APPOINTMENT
Brian Cheng, a non-executive director, retired by rotation at the Annual General Meeting and did not make himself available for re-election. The Board thanks Brian for the invaluable contribution he has made to the Group.
Tharisa welcomed Brian Cheng's alternate director, Joanna Ka Ki Cheng, as a non-executive director with effect from 1 February 2017.
OUTLOOK
Tharisa expects continued strong operational performance for the remainder of the year with a focus on improving the ROM chrome feed grades and continued improvement in recoveries for both PGM and chrome concentrates. Tharisa remains on track to achieve production of 147.4 koz of PGMs
(on a 5PGE+Au basis) and 1.3 Mt of chrome concentrates of which 0.3 Mt are specialty grade chrome concentrates for FY2017.
These interim results reinforce the Group's sustainable competitive advantage of being a profitable co-producer of PGM and chrome concentrates from a large-scale, long life open pit operation. Having de-risked the business operationally and being firmly positioned in the lowest cost quartile has allowed the Group to maximise the benefit from buoyant commodity prices. The current volatility within the chrome market is placing downward pressure on
prices, however, Tharisa is competitively positioned to be profitable throughout the cycle.
The planned transition to an owner mining model presents a unique beneficial opportunity to Tharisa with its large-scale open pit operation having an open pit life of 18 years.
Tharisa would like to thank its team and directors for their continued support in achieving these interim results.
Apart from the IFRS reviewed condensed consolidated financial statements prepared for submission to the JSE, the Group also needs to prepare reviewed condensed consolidated financial statements for Cyprus regulatory purposes which are in accordance with IFRS as adopted by the EU. A number of new and revised IFRS standards and interpretations have not yet been adopted by the EU while the Group may elect to early adopt such interpretations and standards in terms of IFRS. There are no numerical differences in this regard.
STATEMENT BY THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY OFFICIALS RESPONSIBLE FOR THE DRAFTING OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS ACCORDING TO THE CYPRUS SECURITIES AND EXCHANGE COMMISSION LEGISLATION
In accordance with sections 10(3)(c) and 10(7) of Law No. 190(I)/2007, as amended, providing for the transparency requirements of issuers whose securities are admitted to trading on a regulated market (the Transparency Law), we, the members of the Board of Directors of Tharisa plc, responsible for the preparation of the condensed consolidated interim financial statements of Tharisa plc for the period ended 31 March 2017, hereby declare that to the best of our knowledge:
a) the condensed consolidated interim financial statements for the period ended 31 March 2017:
- have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting and as
stipulated for under section 10(4) of the Transparency Law, and
- give a true and fair view of the assets and liabilities, the financial position and profit or losses of Tharisa plc and its
undertakings, as included in the condensed consolidated interim financial statements as a whole; and
b) the adoption of a going concern basis for the preparation of the financial statements continues to be appropriate based
on the foregoing and having reviewed the forecast financial position of the Group; and
c) the interim management report provides a fair review of the information required by section 10(6) of the Transparency Law.
| Loucas Pouroulis | Executive Chairman |
| Phoevos Pouroulis | Chief Executive Officer |
| Michael Jones | Chief Finance Officer |
| David Salter | Lead Independent Non-executive Director |
| Antonios Djakouris | Independent Non-executive Director |
| Omar Kamal | Independent Non-executive Director |
| Carol Bell | Independent Non-executive Director |
| Joanna Ka Ki Cheng | Non-executive Director |
Paphos
15 May 2017
SUMMARISED PRODUCTION DATA
| Quarter | Quarter | Quarter | Half year | Half year | Financial year | ||
| ended | ended | ended | ended | ended | ended | ||
| 31 March | 31 December | 31 March | 31 March | 31 March | 30 September | ||
| Unit | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | |
| Reef mined | kt | 1 219.2 | 1 229.9 | 1 234.2 | 2 449.1 | 2 358.6 | 4 837.2 |
| m³ waste: m³ | |||||||
| Stripping ratio | reef | 7.5 | 9.0 | 7.1 | 8.4 | 6.8 | 7.3 |
| Reef milled | kt | 1 211.3 | 1 206.4 | 1 199.6 | 2 417.7 | 2 197.0 | 4 656.3 |
| PGM flotation feed | |||||||
| tonnes | kt | 897.9 | 885.1 | 942.3 | 1 783.0 | 1 708.1 | 3 575.6 |
| PGM rougher feed | |||||||
| grade | g/t | 1.56 | 1.52 | 1.74 | 1.54 | 1.68 | 1.65 |
| 5PGE +Au | |||||||
| PGMs produced | koz | 34.3 | 34.8 | 36.0 | 69.1 | 60.0 | 132.6 |
| PGM recovery | % | 76.2 | 80.5 | 68.5 | 78.3 | 65.0 | 69.9 |
| Average PGM | |||||||
| contained metal | |||||||
| basket price | US$/oz | 783 | 740 | 685 | 760 | 686 | 736 |
| Average PGM | |||||||
| contained metal | |||||||
| basket price | ZAR/oz | 10 355 | 10 287 | 10 849 | 10 306 | 10 448 | 10 881 |
| Cr2O3 ROM grade | % | 17.5 | 17.5 | 18.3 | 17.5 | 18.4 | 18.0 |
| Chrome recovery | % | 62.5 | 64.3 | 63.9 | 63.4 | 62.8 | 62.7 |
| Chrome yield | % | 26.0 | 26.7 | 27.7 | 26.3 | 27.5 | 26.7 |
| Chrome | |||||||
| concentrates | |||||||
| produced | kt | 314.6 | 322.2 | 332.3 | 636.8 | 604.4 | 1 243.7 |
| Metallurgical grade | kt | 239.2 | 245.1 | 259.9 | 484.3 | 498.6 | 974.3 |
| Specialty grades | kt | 75.4 | 77.1 | 72.4 | 152.5 | 105.8 | 269.4 |
| Metallurgical | |||||||
| grade chrome | |||||||
| concentrate | US$/t CIF | ||||||
| contract price | China | 338 | 250 | 81 | 278 | 106 | 120 |
| Metallurgical | |||||||
| grade chrome | |||||||
| concentrate | ZAR/t CIF | ||||||
| contract price | China | 4 430 | 3 488 | 1 262 | 3 783 | 1 562 | 1 751 |
| Average exchange | |||||||
| rate | ZAR:US$ | 13.2 | 13.9 | 15.8 | 13.6 | 15.0 | 14.8 |
INDEPENDENT AUDITORS' REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS TO THE SHAREHOLDERS OF THARISA PLC
TO THE SHAREHOLDERS OF THARISA PLC
We have reviewed the condensed consolidated financial statements of Tharisa plc, on pages 16 to 33 contained in the accompanying interim report, which comprise the condensed consolidated statement of financial position as at 31 March 2017 and the condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six months then ended, and selected explanatory notes.
BOARD OF DIRECTORS' RESPONSIBILITY FOR THE INTERIM FINANCIAL STATEMENTS
The Board of Directors are responsible for the preparation and presentation of these interim financial statements in accordance with the International Accounting Standard, (IAS) 34 Interim Financial Reporting, and for such internal control as the directors determine is necessary to enable the preparation of interim financial statements that are free from material misstatement, whether due to fraud or error.
AUDITORS' RESPONSIBILITY
Our responsibility is to express a conclusion on these interim financial statements. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the interim financial statements are not prepared in all material respects in accordance with the applicable financial reporting framework. This standard also requires us to comply with relevant ethical requirements.
A review of interim financial statements in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.
The procedures performed in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these financial statements.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements of Tharisa plc for the six months ended 31 March 2017 are not prepared, in all material respects, in accordance with IAS 34 Interim
Financial Reporting.
Michael M. Antoniades FCA
Certified Public Accountants and Registered Auditor
For and on behalf of
KPMG Limited
Certified Public Accountants and Registered Auditors
14 Esperidion Street
1087 Nicosia
Cyprus
15 May 2017
CONDENSED CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
for the six months ended 31 March 2017
| Six months ended | Year ended | |||
| 31 March 2017 | 31 March 2016 | 30 September 2016 | ||
| Reviewed | Reviewed | Audited | ||
| Notes | US$'000 | US$'000 | US$'000 | |
| Revenue | 4 | 175 119 | 85 997 | 219 653 |
| Cost of sales | 4 | (92 755) | (64 863) | (165 177) |
| Gross profit | 4 | 82 364 | 21 134 | 54 476 |
| Other income | 83 | 182 | 438 | |
| Administrative expenses | 5 | (12 530) | (10 709) | (22 775) |
| Results from operating activities | 69 917 | 10 607 | 32 139 | |
| Finance income | 4 042 | 410 | 770 | |
| Finance costs | (5 090) | (5 738) | (11 815) | |
| Changes in fair value of financial assets at fair value | ||||
| through profit or loss | (540) | 3 | 503 | |
| Changes in fair value of financial liabilities at fair | ||||
| value through profit or loss | - | (813) | 368 | |
| Net finance costs | (1 588) | (6 138) | (10 174) | |
| Profit before tax | 68 329 | 4 469 | 21 965 | |
| Tax | 6 | (17 316) | (1 371) | (6 172) |
| Profit for the period/year | 51 013 | 3 098 | 15 793 | |
| Other comprehensive income | ||||
| Items that may be classified subsequently to profit | ||||
| or loss: | ||||
| Foreign currency translation differences for foreign | ||||
| operations, net of tax | 5 422 | (9 034) | 4 212 | |
| Other comprehensive income, net of tax | 5 422 | (9 034) | 4 212 | |
| Total comprehensive income/(expense) | ||||
| for the period/year | 56 435 | (5 936) | 20 005 | |
| Profit for the period/year attributable to: | ||||
| Owners of the Company | 41 925 | 2 900 | 13 809 | |
| Non-controlling interest | 9 088 | 198 | 1 984 | |
| 51 013 | 3 098 | 15 793 | ||
| Total comprehensive income for the period/year | ||||
| attributable to: | ||||
| Owners of the Company | 46 188 | (3 882) | 17 103 | |
| Non-controlling interest | 10 247 | (2 054) | 2 902 | |
| 56 435 | (5 936) | 20 005 | ||
| Earnings per share | ||||
| Basic and diluted earnings per share (US$ cents) | 7 | 16 | 1 | 5 |
The notes on pages 23 to 33 are an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 March 2017
| 31 March 2017 | 31 March 2016 | 30 September 2016 | ||
| Reviewed | Reviewed | Audited | ||
| Notes | US$'000 | US$'000 | US$'000 | |
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 8 | 225 992 | 204 126 | 220 534 |
| Goodwill | 876 | 843 | 883 | |
| Long-term deposits | 9 | 4 796 | 9 754 | 9 846 |
| Other financial assets | 3 696 | 2 282 | 2 585 | |
| Deferred tax assets | 10 | 2 127 | 664 | 1 397 |
| Total non-current assets | 237 487 | 217 669 | 235 245 | |
| Current assets | ||||
| Inventories | 11 | 36 353 | 15 408 | 15 767 |
| Trade and other receivables | 52 581 | 25 546 | 51 184 | |
| Other financial assets | 590 | 46 | 1 176 | |
| Current taxation | 61 | 203 | 134 | |
| Cash and cash equivalents | 26 620 | 11 119 | 15 826 | |
| Total current assets | 116 205 | 52 322 | 84 087 | |
| Total assets | 353 692 | 269 991 | 319 332 | |
| Equity and liabilities | ||||
| Share capital | 12 | 257 | 256 | 257 |
| Share premium | 12 | 277 005 | 452 512 | 456 181 |
| Other reserve | 47 245 | 47 245 | 47 245 | |
| Foreign currency translation reserve | (69 148) | (83 487) | (73 411) | |
| Revenue reserve | 28 077 | (202 791) | (193 521) | |
| Equity attributable to owners of the Company | 283 436 | 213 735 | 236 751 | |
| Non-controlling interests | (24 645) | (39 848) | (34 892) | |
| Total equity | 258 791 | 173 887 | 201 859 | |
| Non-current liabilities | ||||
| Provisions | 6 327 | 3 633 | 4 607 | |
| Borrowings | 13 | 10 495 | 28 543 | 24 008 |
| Deferred tax liabilities | 10 | 20 280 | 168 | 5 275 |
| Total non-current liabilities | 37 102 | 32 344 | 33 890 | |
| Current liabilities | ||||
| Borrowings | 13 | 23 080 | 18 554 | 38 408 |
| Other financial liabilities | - | 534 | - | |
| Current taxation | 505 | 91 | 54 | |
| Trade and other payables | 34 214 | 44 581 | 45 121 | |
| Total current liabilities | 57 799 | 63 760 | 83 583 | |
| Total liabilities | 94 901 | 96 104 | 117 473 | |
| Total equity and liabilities | 353 692 | 269 991 | 319 332 |
The condensed consolidated financial statements were authorised for issue by the Board of Directors on 15 May 2017.
| Phoevos Pouroulis | Michael Jones |
| Director | Director |
The notes on pages 23 to 33 are an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 31 March 2017
| ATTRIBUTABLE TO OWNERS OF THE COMPANY | |||||||||
| Foreign currency | Non-controlling | ||||||||
| Share capital | Share premium | Other reserve | translation reserve | Revenue reserve | Total | interest | Total equity | ||
| Note | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
| Balance at 30 September 2016 | 257 | 456 181 | 47 245 | (73 411) | (193 521) | 236 751 | (34 892) | 201 859 | |
| Total comprehensive income for the period | |||||||||
| Profit for the period | - | - | - | - | 41 925 | 41 925 | 9 088 | 51 013 | |
| Other comprehensive income | |||||||||
| Foreign currency translation differences | - | - | - | 4 263 | - | 4 263 | 1 159 | 5 422 | |
| Total comprehensive income for the period | - | - | - | 4 263 | 41 925 | 46 188 | 10 247 | 56 435 | |
| Transactions with owners of the Company | |||||||||
| Contributions by and distributions to owners | |||||||||
| Reduction of share premium | 12 | - | (179 176) | - | - | 176 606 | (2 570) | - | (2 570) |
| Equity-settled share-based payments | - | - | - | - | 3 067 | 3 067 | - | 3 067 | |
| Contributions by owners of the Company | - | (179 176) | - | - | 179 673 | 497 | - | 497 | |
| Total transactions with owners of the Company | - | (179 176) | - | - | 179 673 | 497 | - | 497 | |
| Balance at 31 March 2017 (Reviewed) | 257 | 277 005 | 47 245 | (69 148) | 28 077 | 283 436 | (24 645) | 258 791 | |
| Balance at 30 September 2015 | 256 | 452 512 | 47 245 | (76 705) | (206 566) | 216 742 | (37 794) | 178 948 | |
| Total comprehensive income for the period | |||||||||
| Profit for the period | - | - | - | - | 2 900 | 2 900 | 198 | 3 098 | |
| Other comprehensive income | |||||||||
| Foreign currency translation differences | - | - | - | (6 782) | - | (6 782) | (2 252) | (9 034) | |
| Total comprehensive income for the period | - | - | - | (6 782) | 2 900 | (3 882) | (2 054) | (5 936) | |
| Transactions with owners of the Company | |||||||||
| Contributions by and distributions to owners | |||||||||
| Equity-settled share-based payments | - | - | - | - | 875 | 875 | - | 875 | |
| Contributions by owners of the Company | - | - | - | - | 875 | 875 | - | 875 | |
| Total transactions with owners of the Company | - | - | |||||||
| Balance at 31 March 2016 (Reviewed) | 256 | 452 512 |
The notes on pages 23 to 33 are an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 31 March 2017
| ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||||||
| Foreign currency | Non- controlling | |||||||
| Share capital | Share premium | Other reserve | translation reserve | Revenue reserve | Total | interest | Total equity | |
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
| Balance at 30 September 2015 | 256 | 452 512 | 47 245 | (76 705) | (206 566) | 216 742 | (37 794) | 178 948 |
| Total comprehensive income for the year | ||||||||
| Profit for the year | - | - | - | - | 13 809 | 13 809 | 1 984 | 15 793 |
| Other comprehensive income | ||||||||
| Foreign currency translation differences | - | - | - | 3 294 | - | 3 294 | 918 | 4 212 |
| Total comprehensive income for the year | - | - | - | 3 294 | 13 809 | 17 103 | 2 902 | 20 005 |
| Transactions with owners of the Company | ||||||||
| Contributions by and distributions to owners | ||||||||
| Equity-settled share-based payments | - | - | - | - | (1 045) | (1 045) | - | (1 045) |
| Issue of ordinary shares | 1 | 3 669 | - | - | 281 | 3 951 | - | 3 951 |
| Contributions by owners of the Company | 1 | 3 669 | - | - | (764) | 2 906 | - | 2 906 |
| Total transactions with owners of the Company | 1 | 3 669 | - | - | (764) | 2 906 | - | 2 906 |
| Balance at 30 September 2016 (Audited) | 257 | 456 181 | 47 245 | (73 411) | (193 521) | 236 751 | (34 892) | 201 859 |
Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, during
the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special
contribution for defence at 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter will be payable on such deemed dividend to the extent
that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer
are Cyprus tax residents. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year
at any time. This special contribution for defence is paid by the Company for the account of the shareholders. These provisions do not apply for ultimate
beneficial owners that are non-Cyprus tax resident individuals.
The notes on pages 23 to 33 are an integral part of these financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended 31 March 2017
| Six months ended | Year ended | |||
| 31 March 2017 | 31 March 2016 | 30 September 2016 | ||
| Reviewed | Reviewed | Audited | ||
| Notes | US$'000 | US$'000 | US$'000 | |
| Cash flows from operating activities | ||||
| Profit for the period/year | 51 013 | 3 098 | 15 793 | |
| Adjustments for: | ||||
| Depreciation of property, plant and equipment | 8 | 8 366 | 4 599 | 10 167 |
| Loss on disposal of property, plant and equipment | - | 67 | 584 | |
| Impairment losses on goodwill | 28 | 25 | 51 | |
| Impairment losses on inventory | 36 | 183 | 15 | |
| Impairment losses on other financial assets | - | - | 12 | |
| Changes in fair value of financial assets at fair value | ||||
| through profit or loss | 540 | (3) | (503) | |
| Changes in fair value of financial liabilities at fair | ||||
| value through profit or loss | - | 813 | (368) | |
| Interest income | (598) | (410) | (770) | |
| Interest expense | 4 355 | 5 172 | 10 287 | |
| Tax | 6 | 17 315 | 1 371 | 6 172 |
| Equity-settled share-based payments | 2 196 | 1 049 | 2 542 | |
| 83 251 | 15 964 | 43 982 | ||
| Changes in: | ||||
| Inventories | (22 178) | (6 845) | (4 634) | |
| Trade and other receivables | (211) | 12 433 | (12 657) | |
| Trade and other payables | (16 167) | (2 946) | (4 100) | |
| Provisions | 1 377 | (250) | 71 | |
| Cash from operations | 46 072 | 18 356 | 22 662 | |
| Income tax paid | (1 852) | (126) | (472) | |
| Net cash flows from operating activities | 44 220 | 18 230 | 22 190 | |
| Cash flows from investing activities | ||||
| Interest received | 540 | 384 | 892 | |
| Additions to property, plant and equipment | 8 | (8 458) | (6 375) | (12 307) |
| Proceeds from disposal of property, plant and | ||||
| equipment | - | 107 | 124 | |
| Additions to other financial assets | (911) | (744) | (700) | |
| Net cash flows used in investing | ||||
| activities | (8 829) | (6 628) | (11 991) | |
| Cash flows from financing activities | ||||
| Refund of long-term deposits | 5 437 | 575 | 1 369 | |
| Changes in non-current trade and other payables | - | 769 | - | |
| (Repayments of )/proceeds from bank credit and | ||||
| other facility borrowings | (15 790) | (15 490) | 1 648 | |
| Net proceeds from loan advances | - | 1 698 | 2 310 | |
| Repayment of secured bank borrowings and loan | ||||
| to third party | (10 961) | (9 694) | (19 166) | |
| Interest paid | (3 574) | (1 507) | (4 371) | |
| Net cash flows used in financing | ||||
| activities | (24 888) | (23 649) | (18 210) | |
| Net increase/(decrease) in cash and | ||||
| cash equivalents | 10 503 | (12 047) | (8 011) | |
| Cash and cash equivalents at the beginning of the | ||||
| period/year | 15 826 | 24 265 | 24 265 | |
| Effect of exchange rate fluctuations on cash held | 291 | (1 099) | (428) | |
| Cash and cash equivalents at the end of | ||||
| the period/year | 26 620 | 11 119 | 15 826 |
The notes on pages 23 to 33 are an integral part of these financial statements.
NOTES TO THE CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
for the six months ended 31 March 2017
1. REPORTING ENTITY
Tharisa plc (the Company) is a company domiciled in Cyprus. These condensed consolidated interim financial statements
for the six months ended 31 March 2017 comprise the Company and its subsidiaries (together referred to as the
Group). The Group is primarily involved in platinum group metals (PGM) and chrome mining, processing, trading and the
associated logistics. The Company is listed on the main board of the Johannesburg Stock Exchange and has a secondary
standard listing on the main board of the London Stock Exchange.
2. BASIS OF PREPARATION
Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS), International Accounting Standard 34 Interim Financial Reporting, the Listings
Requirements of the Johannesburg Stock Exchange and the Cyprus Companies Law, Cap. 113. Selected explanatory
notes are included to explain events and transactions that are significant to obtain an understanding of the changes
in the financial position and performance of the Group since the last consolidated financial statements as at and for
the year ended 30 September 2016. These condensed consolidated interim financial statements do not include all
the information required for full consolidated financial statements prepared in accordance with IFRS. The condensed
consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements
for the year ended 30 September 2016, which have been prepared in accordance with IFRS.
These condensed consolidated interim financial statements were approved by the Board of Directors on 15 May 2017.
Use of estimates and judgements
Preparing the condensed consolidated interim financial statements requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities,
income and expenses. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, significant judgements made by management in
applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied
to the consolidated financial statements as at and for the year ended 30 September 2016.
Functional and presentation currency
The condensed consolidated interim financial statements are presented in United States Dollars (US$) which is the
Company's functional currency and amounts are rounded to the nearest thousand.
Going concern
After making enquiries which include reviews of current cash resources, forecasts and budgets, timing of cash flows,
borrowing facilities and sensitivity analyses and considering the associated uncertainties to the Group's operations, the
Directors have a reasonable expectation that the Group has adequate financial resources to continue in operational
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the
condensed consolidated interim financial statements.
New and revised International Financial Reporting Standards and Interpretations
As from 1 October 2016, the Group adopted all changes to IFRS, which are relevant to its operations. The adoption did
not have a material effect on the accounting policies of the Group.
The following Standards, Amendments to Standards and Interpretations have been issued but are not yet effective
for annual periods beginning on 1 October 2016. The Board of Directors is currently evaluating the impact of these
on the Group.
- IFRS 15 Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2018)
- IFRS 16 Leases (effective for annual periods beginning on or after 1 January 2019)
- Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses (effective for annual periods beginning
on or after 1 January 2017)
- Amendments to IAS 7: Disclosure Initiatives (effective for annual periods beginning on or after 1 January 2017)
- IFRS 9 Financial Instruments (effective for annual periods beginning on or after 1 January 2018)
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated interim financial statements are in terms
of IFRS and are the same as those applied by the Group in its audited consolidated financial statements as at and for
the year ended 30 September 2016.
4. OPERATING SEGMENTS
Segmental performance is measured based on segment revenue, cost of sales and gross profit or loss, as included in
the internal management reports that are reviewed by the Group's management.
| PGM | Chrome | Total | |
| Six months ended 31 March 2017 (Reviewed) | US$'000 | US$'000 | US$'000 |
| Revenue | 40 053 | 135 066 | 175 119 |
| Cost of sales | |||
| Cost of sales excluding selling costs | 20 837 | 48 280 | 69 117 |
| Selling costs | 180 | 23 458 | 23 638 |
| 21 017 | 71 738 | 92 755 | |
| Gross profit | 19 036 | 63 328 | 82 364 |
| Six months ended 31 March 2016 (Reviewed) | |||
| Revenue | 35 904 | 50 093 | 85 997 |
| Cost of sales | |||
| Cost of sales excluding selling costs | 23 663 | 24 712 | 48 375 |
| Selling costs | 98 | 16 390 | 16 488 |
| 23 761 | 41 102 | 64 863 | |
| Gross profit | 12 143 | 8 991 | 21 134 |
| Year ended 30 September 2016 (Audited) | |||
| Revenue | 81 514 | 138 139 | 219 653 |
| Cost of sales | |||
| Cost of sales excluding selling costs | 57 135 | 64 710 | 121 845 |
| Selling costs | 218 | 43 114 | 43 332 |
| 57 353 | 107 824 | 165 177 | |
| Gross profit | 24 161 | 30 315 | 54 476 |
The shared costs relating to the manufacturing of the PGM and the chrome concentrates are allocated to the relevant
operating segments based on the relative sales value per product on an ex-works basis. During the period ended
31 March 2017, the relative sales value of chrome concentrates increased compared to the relative sales value of
PGM concentrate and consequently the allocation basis of shared costs was amended to 75% (chrome concentrates)
and 25% (PGM concentrate) respectively. The allocated percentage for PGM concentrate and chrome concentrates
accounted for in the comparative period was 50% for each segment.
Geographical information
The following table sets out information about the geographical location of the Group's revenue from external customers.
The geographical location analysis of revenue from external customers is based on the country of establishment of
each customer.
| Six months ended | Year ended | ||
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| China | 57 986 | 9 673 | 37 392 |
| South Africa | 73 612 | 46 410 | 110 698 |
| Singapore | 3 215 | 4 540 | 13 670 |
| Hong Kong | 37 601 | 22 605 | 55 045 |
| South Korea | - | 1 532 | 1 523 |
| Other countries | 2 705 | 1 237 | 1 325 |
| 175 119 | 85 997 | 219 653 |
Revenue represents the sales value of goods supplied to customers, net of value-added tax.
5. ADMINISTRATIVE EXPENSES
| Six months ended | Year ended | ||
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Directors and staff costs | |||
| Non-executive directors | 254 | 245 | 499 |
| Executive directors | 788 | 561 | 1 267 |
| Key management | 552 | 417 | 930 |
| Employees | 4 361 | 3 798 | 8 029 |
| 5 955 | 5 021 | 10 725 | |
| Audit - external audit services | 142 | 169 | 384 |
| Consulting | 884 | 1 122 | 1 737 |
| Corporate and social investment | 50 | 66 | 108 |
| Depreciation | 256 | 157 | 320 |
| Discount facility and related fees | 257 | 205 | 457 |
| Equity-settled share-based payment expense | 2 196 | 1 049 | 2 542 |
| Fees for professional services of the listing | - | 328 | 942 |
| Health and safety | 122 | 101 | 236 |
| Impairment losses | 28 | - | 63 |
| Insurance | 458 | 335 | 781 |
| Legal and professional | 127 | 133 | 186 |
| Loss on disposal of property, plant and equipment | - | - | 584 |
| Rent and utilities | 282 | 370 | 697 |
| Security | 485 | 411 | 930 |
| Telecommunications and IT related costs | 308 | 278 | 645 |
| Training | 151 | 254 | 465 |
| Travelling and accommodation | 195 | 165 | 285 |
| Sundry expenses | 634 | 545 | 688 |
| 12 530 | 10 709 | 22 775 |
6. TAX
| Six months ended | Year ended | ||
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Corporate income tax for the year | |||
| Cyprus | 992 | 45 | 309 |
| South Africa | 1 381 | 16 | 128 |
| Special contribution for defence in Cyprus | 3 | 1 | 4 |
| Deferred tax | |||
| Originating and reversal of temporary differences | 14 940 | 1 309 | 5 731 |
| Tax charge | 17 316 | 1 371 | 6 172 |
Tax is recognised on management's best estimate of the weighted average annual income tax rate expected for the
full financial year applied to the pre-tax income of the interim period. The corporation tax rate is 12.5% in Cyprus and
28.0% in South Africa.
Under certain conditions interest income may be subject to defence contribution at the rate of 30.0% in Cyprus. Such
interest income is treated as non-taxable in the computation of corporation taxable income. In certain instances,
dividends received from abroad may be subject to defence contribution at the rate of 17.0%.
The Group's consolidated effective tax rate for the six months ended 31 March 2017 was 25.3% (31 March 2016: 30.7%;
30 September 2016: 28.1%).
7. EARNINGS PER SHARE
Basic and diluted earnings per share
The calculation of basic and diluted earnings per share has been based on the following profit attributable to the
ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding.
| Six months ended | Year ended | ||
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| Profit attributable to ordinary shareholders (US$'000) | 41 925 | 2 900 | 13 809 |
| Weighted average number of ordinary shares ('000) | 256 178 | 255 892 | 256 178 |
| Basic and diluted earnings per share (US$ cents) | 16 | 1 | 5 |
LTIP and SARS awards were excluded from the diluted weighted average number of ordinary shares calculation
because their effect would have been anti-dilutive.
Headline and diluted headline earnings per share
The calculation of headline and diluted headline earnings per share has been based on the following headline earnings
attributable to the ordinary shareholders and the weighted average number of ordinary shares outstanding.
| Six months ended | Year ended | ||
| 31 March 2017 | 31 March 2016 | 30 September2016 | |
| Reviewed | Reviewed | Audited | |
| Headline earnings attributable to ordinary shareholders | |||
| (US$'000) | 41 953 | 2 925 | 14 281 |
| Weighted average number of ordinary shares ('000) | 256 178 | 255 892 | 256 178 |
| Headline and diluted headline earnings per share (US$ | |||
| cents) | 16 | 1 | 6 |
Reconciliation of profit to headline earnings
| Six months ended | Year ended | ||
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Net | Net | Net | |
| Profit attributable to ordinary shareholders | 41 925 | 2 900 | 13 809 |
| Adjustments: | |||
| Impairment losses on goodwill | 28 | 25 | 51 |
| Loss on disposal of property, plant and equipment | - | - | 421 |
| Headline earnings | 41 953 | 2 925 | 14 281 |
8. PROPERTY, PLANT AND EQUIPMENT
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Cost | 281 409 | 236 578 | 266 368 |
| Accumulated depreciation | (55 417) | (32 452) | (45 834) |
| Net book value | 225 992 | 204 126 | 220 534 |
| Reconciliation of net book value | |||
| Opening net book value | 220 534 | 214 518 | 214 518 |
| Additions | 8 458 | 6 375 | 12 307 |
| Disposals | - | (174) | (708) |
| Depreciation | (8 366) | (4 599) | (10 167) |
| Exchange adjustment on translation | 5 366 | (11 994) | 4 584 |
| Closing net book value | 225 992 | 204 126 | 220 534 |
There were no additions (31 March 2016: US$3.1 million; 30 September 2016: US$2.4 million) to the deferred stripping
asset during the period ended 31 March 2017.
The estimated economically recoverable proved and probable mineral reserve was reassessed at 30 September
2016 which gave rise to a change in accounting estimate. The remaining reserve that management had previously
assessed was 106.4 Mt and at 30 September 2016 was assessed to be 98.9 Mt. As a result, the expected useful life
of the plant decreased. The effect of the change on the actual depreciation expense, included in cost of sales, is an
additional US$1.2 million.
Capital commitments
At 31 March 2017, the Group's capital commitments for contracts to purchase property, plant and equipment amounted
to US$3.2 million (31 March 2016: US$2.4 million; 30 September 2016: US$1.8 million).
Securities
At 31 March 2017, an amount of US$205.6 million (31 March 2016: US$185.1 million; 30 September 2016:
US$200.8 million) of the carrying amount of the Group's tangible property, plant and equipment was pledged as
security against secured bank borrowings.
9. LONG-TERM DEPOSITS
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Long-term deposits | 4 796 | 9 754 | 9 846 |
The long-term deposits represent restricted cash which is designated as a "debt service reserve account" as required
by the terms of the Common Terms Agreement for the senior debt facility of Tharisa Minerals Proprietary Limited.
Effective 31 March 2017, the Common Terms Agreement was amended by reducing the amount of restricted cash
required as a debt service reserve account. The released funds were utilised as a mandatory prepayment on the
outstanding capital, reducing the repayment term of the senior debt facility (refer to note 13).
10.DEFERRED TAX
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Deferred tax assets | 2 127 | 664 | 1 397 |
| Deferred tax liabilities | (20 280) | (168) | (5 275) |
| Net deferred tax (liability)/asset | (18 153) | 496 | (3 878) |
Deferred tax assets and deferred tax liabilities are not offset unless the Group has a legally enforceable right to offset
such assets and liabilities.
The recoverability of deferred tax assets was assessed in respect of each individual legal entity. The estimates used to
assess the recoverability of recognised deferred tax assets include a forecast of the future taxable income and future
cash flow projections based on a three-year period. The Group did not have tax losses and temporary differences for
which deferred tax was not recognised.
11.INVENTORIES
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Finished products | 25 594 | 8 586 | 6 116 |
| Ore stockpile | 5 177 | 3 341 | 4 729 |
| Consumables | 5 582 | 3 481 | 4 922 |
| 36 353 | 15 408 | 15 767 |
Inventories are stated at the lower of cost or net realisable value. The Group impaired US$0.1 million
(31 March 2016: US$0.2 million; 30 September 2016: US$0.1 million) relating to certain consumables and spares as the operational use
became doubtful with no anticipated recoverable amount or value in use. There were no write-downs to net realisable
value during the period (31 March 2016 and 30 September 2016: no write-downs). Inventories are subject to a general
notarial bond in favour of the lenders of the senior debt facility.
12.SHARE CAPITAL AND RESERVES
Share capital
The Company did not issue any ordinary shares during the six months ended 31 March 2017 and 31 March 2016.
Allotments during the year ended 30 September 2016 were in respect of the award of 1 089 685 ordinary shares
granted in terms of the Share Award Scheme.
Share premium
The share premium represents the excess of the issue price of the ordinary shares over their nominal value, to the
extent that it is registered at the Registrar of Companies in Cyprus, less share issue costs and any registered transfers
to the revenue reserve.
During the period ended 31 March 2017, the share premium account was reduced by US$179.2 million with a
corresponding increase in the revenue reserve to reduce the accumulated losses to US$nil. The required Court
Order was obtained on 8 March 2017 and filed at the Registrar of Companies on 9 March 2017. The distribution of
US$2.6 million (US$ 1 cent per share) (31 March 2016 and 30 September 2016: no distribution) was approved by way
of a Special Resolution on 1 February 2017 which further reduced the share premium. The Special Resolution was
ratified by the abovementioned Court Order on 8 March 2017.
During the year ended 30 September 2016, the increase in the share premium account related to the issue and
allotment of ordinary shares granted in terms of the Share Award Schemes.
13.BORROWINGS
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Non-current | |||
| Secured bank borrowings | 10 495 | 27 214 | 22 103 |
| Finance leases | - | 551 | 246 |
| Deferred supplier | - | 778 | 1 659 |
| 10 495 | 28 543 | 24 008 | |
| Current | |||
| Secured bank borrowings | 14 852 | 13 595 | 14 443 |
| Finance leases | 611 | 1 369 | 677 |
| Bank credit and other facilities | 6 709 | 1 808 | 23 012 |
| Guardrisk loan | 908 | - | 169 |
| Loan payable to related party | - | 1 782 | 107 |
| 23 080 | 18 554 | 38 408 |
Secured bank borrowings
The secured bank borrowings relate to financing of ZAR1 billion obtained from a consortium of banks in South Africa
during the year ended 30 September 2012. The financing was obtained by Tharisa Minerals Proprietary Limited, a
subsidiary of the Group, and was for a period of seven years repayable in twenty two equal quarterly instalments with
the first repayment date at 31 December 2013.
Repayments are subject to a cash sweep which will reduce the repayment period to a minimum of five years. Tharisa
Minerals Proprietary Limited is required to maintain funds in a debt service reserve account (refer to note 9). Effective
31 March 2017, the financing terms were amended to reduce the required amount of the debt service reserve balance.
The released funds from the debt service reserve balance were utilised as a mandatory prepayment on the outstanding
capital, reducing the repayment term of the senior debt facility. At 31 March 2017, the estimated remaining term is
equal to seven quarterly instalments.
The financing bears interest at 3 month JIBAR plus 4.9% pa until achievement of project completion on 14 November
2016 whereafter the interest rate reduced to JIBAR plus 3.4% pa.
As at 31 March 2017 and 30 September 2016, Tharisa Minerals Proprietary Limited complied with all covenant ratios.
The senior debt providers condoned the breach of the debt service cover ratio as at 31 March 2016.
Deferred supplier
During the period ended 31 March 2017, an agreement was reached with the deferred supplier to repay the outstanding
balance in full.
Guardrisk loan
The loan payable at 30 September 2016 was settled in full during the period ended 31 March 2017. Tharisa Minerals
Proprietary Limited obtained a loan for the amount of ZAR18 million repayable in twelve monthly instalments
commencing on 1 December 2016. The loan bears interest at a rate of 10.63% pa. The final instalment is due on
1 November 2017.
Loan payable to related party
The loan payable to the Langa Trust was settled in full during the period ended 31 March 2017.
14.FINANCIAL INSTRUMENTS
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Financial assets - carrying amount | |||
| Loans and receivables | 45 271 | 21 859 | 46 104 |
| Long-term deposits | 4 796 | 9 754 | 9 846 |
| Cash and cash equivalents | 26 620 | 11 119 | 15 826 |
| Investments at fair value through profit or loss* | 42 | 46 | 43 |
| Financial instruments at fair value through profit or | |||
| loss** | 4 244 | 2 282 | 3 718 |
| 80 973 | 45 060 | 75 537 | |
| Financial liabilities - carrying amount | |||
| Borrowings | 33 575 | 47 097 | 62 416 |
| Trade payables | 23 231 | 39 261 | 35 513 |
| Discount facility** | - | 534 | - |
| Income received in advance | 1 657 | 935 | 3 102 |
| Other payables | 4 897 | 4 418 | 4 703 |
| 63 360 | 92 245 | 105 734 |
* Level 1 of the fair value hierarchy - quoted prices in active markets for the same instrument
** Level 2 of the fair value hierarchy - significant inputs are based on observable market data for similar financial instruments
The Board of Directors considers that the fair values of financial assets and liabilities approximate their carrying
values at each reporting date.
15.RELATED PARTY TRANSACTIONS
| 31 March 2017 | 31 March 2016 | 30 September 2016 | |
| Reviewed | Reviewed | Audited | |
| US$'000 | US$'000 | US$'000 | |
| Key management compensation | |||
| Non-executive directors' remuneration | 254 | 245 | 499 |
| Executive directors' remuneration | 788 | 561 | 1 267 |
| Other key management remuneration | 552 | 417 | 930 |
| 1 594 | 1 223 | 2 696 |
16.CONTINGENT LIABILITIES
There is no litigation, current or pending, which is considered likely to have a material adverse effect on the Group.
17.EVENTS AFTER THE REPORTING PERIOD
The Board of Directors are not aware of any matter or circumstance arising since the end of the period that will impact
these condensed consolidated interim financial results.
The Group announced on 4 April 2017 its intention to acquire a requisite portion of the existing mining fleet at the
Tharisa Mine from subcontractor MCC Contracts Proprietary Limited (MCC).
Tharisa Minerals Proprietary Limited (Tharisa Minerals) has subsequent to the reporting period, subject to the
fulfilment of certain conditions precedent which includes, inter alia, regulatory approvals as well as MCC shareholder
approval, entered into a binding term sheet with MCC in terms of which, inter alia, Tharisa Minerals will purchase
certain equipment, strategic components and spares from MCC for a purchase consideration of ZAR303.3 million.
The 153 "yellow fleet" machines being purchased include excavators, off-highway dump trucks, articulated dump trucks
and support vehicles, being substantially all of the equipment at the Tharisa Mine, as well as 17 additional machines from
another MCC site. In addition, Tharisa Minerals will accept assignment in respect of leased equipment comprising drill
rigs, excavators and off-highway dump trucks and will continue to lease these 14 machines. The settlement amount for
the leased equipment as at 1 June 2017 is approximately ZAR100.2 million.
The on-site employees of MCC will be transferred to Tharisa Minerals.
The purchase consideration for the transaction will be settled through a cash payment of ZAR250.0 million, the cession
of the lease obligations of approximately ZAR100.2 million, the deduction of certain liabilities relating to the transfer
of the employees such as the leave pay provision and the deduction of costs that have been incorporated into the
mining rate to date, such as future equipment demobilisation costs. The balance owing will be paid in cash in six equal
monthly instalments.
The purchase consideration will be funded by bridge financing currently being arranged, OEM supplier financing,
traditional banking and available cash resources.
Subsequent to the reporting period, as an integral part of the transition to an owner mining model, Tharisa Minerals
purchased certain rock drills and drilling equipment from a sub-contractor of MCC for a purchase consideration of
ZAR24.4 million. The on-site employees of the sub-contractor were transferred to Tharisa Minerals.
18.REDUCTION OF SHARE PREMIUM
A distribution of US$2.6 million (US$ 1 cent per share) (31 March 2016 and 30 September 2016: no distribution) was
declared on 1 February 2017 as a reduction of share premium.
LEGAL DISCLAIMER
Some of the information in these materials may contain projections or forward-looking statements regarding future events, the future financial performance of the Group, its intentions, beliefs or current expectations and those of its officers, directors and employees concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and business. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may" or "might" or the negative of such terms or other similar expressions. These statements are only predictions and actual results may differ materially. Unless otherwise required by applicable law, regulation or accounting standard, the Group does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Group, including, among others, general economic conditions, the competitive environment, risks associated with operating in South Africa and market change in the industries the Group operates in, as well as many other risks specifically related to the Group and its operations.
www.tharisa.com
This information is provided by RNS
The company news service from the London Stock Exchange
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