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Wed 12 Nov 2008, 10:37 HVL - Highveld - Report For The Nine Months To 30 September 2008
HVL
HVL                                                                             
HVL - Highveld - Report For The Nine Months To 30 September 2008                
HIGHVELD STEEL AND VANADIUM CORPORATION LIMITED                                 
Registration No. 1960/001900/06                                                 
(Incorporated in the Republic of South Africa)                                  
("Highveld" or "the Corporation")                                               
Share code: HVL                                                                 
ISIN: ZAE000003422                                                              
REPORT FOR THE NINE MONTHS TO 30 SEPTEMBER 2008                                 
-    Headline earnings increased by 215 per cent                                
-    Group turnover from continuing operations increased by 157 per cent        
-    Dividends declared of 1 400 cents per share amounting to R1 388 million,   
paid in this fourth quarter                                                 
Chairman`s Statement and CEO`s Review                                           
Financial results                                                               
The Corporation had its best earnings in any nine month period.                 
Headline earnings increased from R959 million in 2007 to R2 066 million in 2008.
The improvement was mainly due to significant price increases on both steel and 
vanadium products. Operating profit increased by R1 679 million to R3 067       
million after a depreciation charge of R193 million (2007: R211 million).       
Headline earnings per share increased from 967.3 cents in 2007 to 2 082.5 cents 
in 2008.                                                                        
Net cash inflow for the period was R1 370 million, increasing the cash on hand  
to R2 138 million from R768 million at 31 December 2007.  The cash inflow from  
operations amounted to R2 878 million which was reduced by taxation payments of 
R548 million, dividend payments of R1 784 million and capital expenditure of    
R386 million.                                                                   
Subsequent to the reporting date, a further dividend of R1 388 million was paid 
in October 2008.                                                                
Operations                                                                      
Steel                                                                           
Highveld`s gross rolled steel output increased by 1 per cent, compared with the 
previous year, but was 17 per cent lower than the initial plan.  The major      
contributing factors to the decrease were the late start up of the induction    
furnace and a subsequent burn through of the furnace, a main drive mill motor   
failure in the Structural mill business unit and a re-heat furnace failure in   
the Flat products business unit.                                                
Total steel sales volumes for the Corporation for the first nine months of 2008 
were 7.3 per cent below budget, but 0.9 per cent lower than in the same period  
last year.  Domestic despatches for the period were 9 per cent better than the  
same period last year.  Export shipments were 53 per cent below budget and 44   
per cent lower than the same period last year, indicating the focus and priority
to the local market.                                                            
Vanadium                                                                        
Vanadium prices have been consistent for a number of months as supply and demand
seem to have come into balance. Vanchem production levels were not at budgeted  
levels, but operations were steadily improving.                                 
The Hochvanadium joint venture in Austria performed well and sales volumes for  
the first nine months were in line with budget expectations.                    
Safety, Health, Environment and Quality                                         
The steady improvement in safety statistics is noticeable with the Corporation`s
lost time injury frequency rate dropping from 0.66 in January 2008 to 0.39 in   
September 2008.                                                                 
The Corporation`s programme for integrated water and waste management and       
emission control improvement continues.                                         
Highveld has an integrated SHEQ management system.  Currently the Corporation is
ISO 9001 and ISO 14001 certified by TUV Rheinland.                              
Divestments                                                                     
Subsequent to the disclosure in the report for the first six months of 2008, the
vanadium divestment transaction ("Divestment Transaction") became effective and 
unconditional, resulting in the disposal of the Vanchem division, the 50 per    
cent equity interest in South Africa Japan Vanadium (Proprietary) Limited and an
equity interest in Mapochs mine.                                                
The proceeds from the disposal of these assets amounted to R999 million and the 
after taxation loss on the Divestment Transaction amounted to R137 million.     
The finalisation of the Divestment Transaction is still subject to an objection 
period and as a result has therefore been accounted for on a provisional value  
basis.                                                                          
Capital expenditure                                                             
Capital expenditure incurred by the Group during the period amounted to R386    
million (2007: R462 million) and the total commitment in respect of future      
capital expenditure as at 30 September 2008 is R468 million, compared with R471 
million at 31 December 2007.  This committed expenditure has temporarily been   
reduced due to difficult market conditions and uncertain future cash            
availability.                                                                   
Black economic empowerment                                                      
During the period under review, goods and services worth R690 million (2007:    
R572 million) were purchased from a total of 350 (2007: 193) black empowerment  
enterprises.                                                                    
The Corporation has commenced the process of divesting a portion of its equity  
interest in Mapochs mine to a BEE investor.  As part of the process, a special  
purpose company has been registered into which the Mapochs mine will be sold as 
a going concern.                                                                
An application for the conversion of the Corporation`s old order mining rights  
into new order mining rights as well as an application in terms of Section 11 of
the Minerals and Petroleum Resources Development Act of 2002 for the transfer of
the mining rights into the new special purpose company will be lodged shortly   
with the Department of Minerals and Energy.                                     
Outlook                                                                         
Suddenly, since early October 2008, steel sales to the domestic and             
international markets have decreased significantly, mainly as a result of prior 
stock build up by merchants in the domestic market as well as the financial     
crisis, which is particularly affecting the international markets.              
Since our domestic customers are over-stocked and in view of the pending        
December closures of the construction and associated industries, the current    
order book is extremely low.  We have therefore decided to reduce production to 
reflect the new level of demand.                                                
In addition to the reduced production, the Corporation has also implemented     
stringent cost cutting and cash preservation measures.                          
The impact of all these unfavourable conditions will make it impossible for the 
Corporation to sustain its earnings for the last quarter of 2008.               
The Board recognises and acknowledges its responsibility to keep its            
stakeholders informed of the situation and will do so in the course of events.  
For and on behalf of the Board                                                  
JW Campbell                        WG Ballandino                                
Acting Chairman                    Chief Executive Officer                      
DIRECTORS: W G Ballandino (Chief Executive Officer) (Italian), G C Baizini      
(Italian), C B  Brayshaw, J W Campbell, A V Frolov (Russian), G A Mannina       
(Swiss), B J T Shongwe and P S Tatyanin (Russian)                               
COMPANY SECRETARY:                                                              
Mrs CI Lewis                                                                    
GROUP FINANCIAL RESULTS                                                         
The Group`s financial results for the quarter and nine months ended 30 September
2008 set out below have been prepared in accordance with the principal          
accounting policies of the Group, which comply with International Financial     
Reporting Standards ("IFRS") and in the manner required by the Companies Act in 
South Africa and are consistent with those applied in the Group`s most recent   
annual financial statements, except for the Standards and Interpretations as    
listed below.                                                                   
These results are presented in terms of IAS 34 applicable to Interim Financial  
Reporting.                                                                      
In the current year, the Group has adopted all of the new and revised Standards 
and Interpretations issued by the International Accounting Standards Board ("the
IASB") and the International Financial Reporting Interpretation Committee of the
IASB ("IFRIC"), that are relevant to its operations and effective for accounting
periods beginning on or after 1 January 2008.                                   
The adoption of these new and revised Standards and Interpretations has resulted
in changes in the Group`s accounting policies and are disclosed as follows:     
IFRS 8 - Operating Segments                                                     
The Group has elected to early adopt this standard with effect from 1 January   
2008.The adoption of this standard has resulted in additional disclosures       
contained in the condensed consolidated segmental report.                       
IAS 23 Borrowing Costs                                                          
The Group has elected to early adopt this standard prospectively with effect    
from 1 January 2008. The early adoption amounts to a change in accounting policy
but did not have any impact on the interim results as the Group did not incur   
any borrowing costs on qualifying assets for the period from 1 January 2008.    
IFRIC 12 - Service Concession Arrangements                                      
This interpretation had no impact on the Group`s interim results as the Group   
does not operate concession arrangements.                                       
IFRIC 14 - IAS 19 - The Limit on a Defined Benefit Asset, minimum Funding       
Requirements and their Interaction                                              
This interpretation had no impact on the Group`s interim results as the Group   
has no plan assets in respect of retirement benefits.                           
The International Accounting Standards Board ("IASB") has issued Improvements to
IFRS - a collection of amendments to International Financial Reporting Standards
in line with their annual improvement project. It deals with amendments to      
certain accounting standards contained in this document which are effective to  
annual periods beginning on or after 1 January 2009. The Group does not intend  
to early adopt these amendments.                                                
The financial information has not been audited or reviewed by the Group`s       
independent auditors.                                                           
CONDENSED CONSOLIDATED INCOME STATEMENT                                         
                         Three   Three    Nine    Nine     Audited              
                         months  months   months  months   for the              
                         ended   ended    ended   ended    year                 
ended                
                         30 Sep  30 Sep   30 Sep  30 Sep   31 Dec               
                         2008    2007     2008    2007     2007                 
                   Note  Rm      Rm       Rm      Rm       Rm                   
CONTINUING OPERATIONS                                                           
Revenue from             2 461   1 305    6 376   4 046    5 378                
the sale of                                                                     
goods                                                                           
_______ _______  _______ _______  ________             
Operating                1 010   365      2 647   1 132    1 421                
profit before                                                                   
depreciation                                                                    
Depreciation,            (64)    (81)     (193)   (219)    (250)                
scrapping and                                                                   
changes in                                                                      
estimated                                                                       
useful lives                                                                    
of property,                                                                    
plant and                                                                       
equipment                                                                       
_______ _______  _______ _______  ________             
Operating                946     284      2 454   913      1 171                
profit                                                                          
Interest and             40      53       123     65       92                   
investment                                                                      
income                                                                          
received                                                                        
Finance                  (8)     (15)     (23)    (63)     (64)                 
charges                                                                         
                         _______ _______  _______ _______  ________             
Profit before            978     322      2 554   915      1 199                
taxation                                                                        
Taxation                 (457)   (80)     (1 010) (294)    (146)                
charge                                                                          
                         _______ _______  _______ _______  ________             
Profit for the           521     242      1 544   621      1 053                
period from                                                                     
continuing                                                                      
operations                                                                      
                         ======= =======  ======= =======  ========             

DISCONTINUED OPERATIONS                                                         
Revenue from             386     396      1 288   1 555    1 780                
the sale of                                                                     
goods                                                                           
                         _______ _______  _______ _______  ________             
Operating                239     102      613     467      569                  
profit before                                                                   
depreciation                                                                    
Depreciation,            -       1                8        6                    
scrapping and                                                                   
changes in                                                                      
estimated                                                                       
useful lives                                                                    
of property,                                                                    
plant and                                                                       
equipment                                                                       
                         _______ ______   _______ _______  ________             
Operating                239     103      613     475      575                  
profit                                                                          
(Loss) /           4     (55)    -        162     -        572                  
profit on                                                                       
disposal of                                                                     
discontinued                                                                    
operations                                                                      
Interest and             2       -        5       3        5                    
investment                                                                      
income                                                                          
received                                                                        
Finance                  (4)     (1)      (14)    (3)      (4)                  
charges                                                                         
                         _______ _______  _______ _______  ________             
Profit before            182     102      766     475      1 148                
taxation                                                                        
Taxation                 (61)    (30)     (203)   (138)    (298)                
charge                                                                          
_______ _______  _______ _______  ________             
Profit for the           121     72       563     337      850                  
period from                                                                     
discontinued                                                                    
operations                                                                      
                         _______ _______  _______ _______  ________             
                                                                                
TOTAL OPERATIONS                                                                
Revenue from       5     2 847   1 701    7 664   5 601    7 158                
the sale of                                                                     
goods                                                                           
                         _______ _______  _______ _______  ________             
Operating                1 249   467      3 260   1 599    1 990                
profit before                                                                   
depreciation                                                                    
Depreciation,            (64)    (80)     (193)   (211)    (244)                
scrapping and                                                                   
changes in                                                                      
estimated                                                                       
useful lives                                                                    
of property,                                                                    
plant and                                                                       
equipment                                                                       
                         _______ _______  _______ _______  ________             
Operating                1 185   387      3 067   1 388    1 746                
profit                                                                          
(Loss) /           4     (55)    -        162     -        572                  
profit on                                                                       
disposal of                                                                     
discontinued                                                                    
operations                                                                      
Interest and             42      53       128     68       97                   
investment                                                                      
income                                                                          
received                                                                        
Finance                  (12)    (16)     (37)    (66)     (68)                 
charges                                                                         
                         _______ _______  _______ _______  ________             
Profit before            1 160   424      3 320   1 390    2 347                
taxation                                                                        
Taxation                 (518)   (110)    (1 213) (432)    (444)                
charge                                                                          
                         _______ _______  _______ _______  ________             
Attributable             642     314      2 107   958      1 903                
profit for the                                                                  
period                                                                          
                         ======= =======  ======= =======  ========             
                                                                                
Basic earnings           Cents   Cents    Cents   Cents    Cents                
per share                                                                       
  From                   525.5   244.1    1 556.4 626.1    1 061.9              
continuing                                                                      
operations                                                                      
  From                   122.0   72.6     567.9   340.5    857.5                
discontinued                                                                    
operations                                                                      
_______ _______  _______ _______  ________             
  From total             647.5   316.7    2 124.2 966.6    1 919.4              
operations                                                                      
                         ======= =======  ======= =======  ========             
Basic earnings                                                                  
per share -                                                                     
diluted                                                                         
  From                   525.5   244.1    1 556.4 626.1    1 061.9              
continuing                                                                      
operations                                                                      
  From                   122.0   72.6     567.9   340.5    857.5                
discontinued                                                                    
operations                                                                      
                         _______ _______  _______ _______  ________             
  From total             647.5   316.7    2 124.2 966.6    1 919.4              
operations                                                                      
======= =======  ======= =======  ========             
-------------   -- ----  ------- -------  ------- -------  --------             
                                                                                
Reconciliation                            Rm      Rm       Rm                   
of headline                                                                     
earnings                                                                        
Attributable             642     314      2 107   958      1 903                
profit                                                                          
Add/(deduct) after tax effect of:                                               
  Net loss /       4     137     -        (41)    -        (455)                
(profit) on                                                                     
disposal of                                                                     
discontinued                                                                    
operations                                                                      
   Impairment            -       -        -       -        (7)                  
losses                                                                          
reversed                                                                        
Loss on disposal and     -       1        -       1        3                    
scrapping of property,                                                          
plant and equipment                                                             
_______ _______  _______ _______  ________             
Headline                 779     315      2 066   959      1 444                
earnings                                                                        
                         ======= =======  ======= =======  ========             
Headline                 Cents   Cents    Cents   Cents    Cents                
earnings per                                                                    
share                                                                           
  From                   525.5   244.1    1 556.4 626.1    1 058.0              
continuing                                                                      
operations                                                                      
  From                   260.2   72.6     526.1   341.2    398.8                
discontinued                                                                    
operations                                                                      
                         _______ _______  _______ _______  ________             
  From total             785.7   316.7    2 082.5 967.3    1 456.8              
operations                                                                      
======= =======  ======= =======  ========             
Headline                                                                        
earnings per                                                                    
share -                                                                         
diluted                                                                         
  From                   525.5   244.1    1 556.4 626.1    1 058.0              
continuing                                                                      
operations                                                                      
From                   260.2   72.6     526.1   341.2    398.8                
discontinued                                                                    
operations                                                                      
                         _______ _______  _______ _______  ________             
From total             785.7   316.7    2 082.5 967.3    1 456.8              
operations                                                                      
                         ======= =======  ======= =======  ========             
Number of                Million Million  Million Million  Million              
shares                                                                          
Ordinary                 99.2    99.1     99.2    99.1     99.1                 
shares in                                                                       
issue as at                                                                     
period-end                                                                      
date *                                                                          
Weighted                 99.2    99.1     99.2    99.1     99.1                 
average number                                                                  
of ordinary                                                                     
shares *                                                                        
Diluted number           99.2    99.1     99.2    99.1     99.1                 
of ordinary                                                                     
shares *                                                                        
* Rounded to nearest hundred thousand                                           
                                                                                
Dividends per            Cents   Cents    Cents   Cents    Cents                
share - based                                                                   
on calendar                                                                     
profits                                                                         
Special                  -       -        1 800   -        -                    
dividend                                                                        
proposed and                                                                    
paid                                                                            
Interim                  1 400   -        1 400   -        -                    
dividend                                                                        
proposed                                                                        
Final dividend           -       -        -       350      350                  
proposed and                                                                    
paid i.r.o                                                                      
2006                                                                            
Special                  -       -        -       100      100                  
dividend                                                                        
proposed and                                                                    
paid                                                                            
CONDENSED CONSOLIDATED SEGMENTAL REPORT                                         
The Group is organised into business units based on their products and has three
reportable segments as follows:                                                 
Steelworks                                                                      
The major products of the steel segment are structural steel, plate, coil,      
vanadium slag and magnetite iron ore.                                           
Vanadium                                                                        
The major product of the continuing vanadium segment is ferrovanadium. Vanadium 
pentoxide, ferrovanadium and various vanadium chemicals are included in the     
discontinued vanadium segment.                                                  
Ferro-alloys                                                                    
The major products of the ferro-alloys segment are ferrosilicon, char,          
ferromanganese and silicomanganese.                                             
No operating segments have been aggregated to form the above reportable         
operating segments. Management monitors the operating results of its business   
units separately for the purposes of making decisions about resource allocation 
and performance assessment. Segment performance is evaluated based on operating 
profit.                                                                         
The following tables present the revenue, operating profit and total assets     
information regarding the Group`s operating segments.                           
                 Three months ended                                             
                 30 Sep 2008                                                    
Continuing operations    Discontinued operations               
                 Steelw  Vanadi Total     Vanadi  Ferro-    Total               
                 orks    um               um      alloys                        
                 Rm      Rm     Rm        Rm      Rm        Rm                  
Revenue from                                                                    
the sale of                                                                     
goods                                                                           
Revenue from     1 729   732    2 461     386               386                 
external                                                                        
customers                                                                       
Intersegmental   139            139       2                 2                   
revenue                                                                         
_____   ______ _______   ______  ______    _____               
Total segment    1 868   732    2 600     388               388                 
revenue                                                                         
                 _____   ______ ________  ______  _______   _____               

                 Three months ended                                             
                 30 Sep 2007                                                    
                 Continuing operations    Discontinued operations               
Steelw  Vanadi Total     Vanadi  Ferro-    Total               
                 orks    um               um      alloys                        
                 Rm      Rm     Rm        Rm      Rm        Rm                  
Revenue from                                                                    
the sale of                                                                     
goods                                                                           
Revenue from     913     392    1 305     340     56        396                 
external                                                                        
customers                                                                       
Intersegmental   44             44                          -                   
revenue                                                                         
                 _____   ______ _______   ______  _______   _____               
Total segment    957     392    1 349     340     56        396                 
revenue                                                                         
                 _____   ______ ________  ______  _______   _____               
                                                                                
Nine months ended                                              
                 30 Sep 2008                                                    
                 Continuing               Discontinued operations               
                 operations                                                     
Steelw  Vanadi Total     Vanadi  Ferro-    Total               
                 orks    um               um      alloys                        
                 Rm      Rm     Rm        Rm      Rm        Rm                  
Revenue from                                                                    
the sale of                                                                     
goods                                                                           
Revenue from     4 341   2 035  6 376     1 268   20        1 288               
external                                                                        
customers                                                                       
Intersegmental   481            481       4       6         10                  
revenue                                                                         
                 _____   _____  ______    ______  ______    _____               
Total segment    4 822   2 035  6 857     1 272   26        1 298               
revenue                                                                         
                 _____   ______ ______    ______  ______    _____               
                                                                                
Nine months ended                                              
                 30 Sep 2007                                                    
                 Continuing               Discontinued operations               
                 operations                                                     
Steelw  Vanadi Total     Vanadi  Ferro-    Total               
                 orks    um               um      alloys                        
                 Rm      Rm     Rm        Rm      Rm        Rm                  
Revenue from                                                                    
the sale of                                                                     
goods                                                                           
Revenue from     2 939   1 107  4 046     855     700       1 555               
external                                                                        
customers                                                                       
Intersegmental   106            106       1       78        79                  
revenue                                                                         
                 ______  ______ ______    ______  ______    ______              
Total segment    3 045   1 107  4 152     856     778       1 634               
revenue                                                                         
                 ______  ______ ______    ______  ______    ______              
                                                                                
Audited for the year ended                                     
                 31 Dec 2007                                                    
                 Continuing operations    Discontinued operations               
                 Steelw  Vanadi Total     Vanadi  Ferro-    Total               
orks    um               um      alloys                        
                 Rm      Rm     Rm        Rm      Rm        Rm                  
Revenue from                                                                    
the sale of                                                                     
goods                                                                           
Revenue from     3 929   1 449  5 378     957     823       1 780               
external                                                                        
customers                                                                       
Intersegmental   135            135       181     97        278                 
revenue                                                                         
                 ______  ______ ______    ______  ______    ______              
Total segment    4 064   1 449  5 513     1 138   920       2 058               
revenue                                                                         
                 ______  ______ ______    ______  ______    ______              
                                                                                
Intersegmental revenues are eliminated on consolidation.                        

                 Three months ended       Three months ended                    
                 30 Sep 2008              30 Sep 2007                           
                 Conti-  Discon Total     Conti-  Discon-   Total               
nuing   tinued           nuing   tinued                        
                 opera-  opera-           opera-  opera-                        
                 tions   tions            tions   tions                         
Operating                                                                       
profit                                                                          
Steelworks       664            664       164               164                 
Vanadium         282     238    520       120     94        214                 
Ferro-alloys             1      1                 9         9                   
______  ______ ______    ______  ______    ______              
Total            946     239    1 185     284     103       387                 
                 ______  ______ ______    ______  ______    ______              
                                                                                
Nine months ended        Nine months ended                     
                 30 Sep 2008              30 Sep 2007                           
                 Conti-  Discon Total     Conti-  Discon-   Total               
                 nuing   tinued           nuing   tinued                        
opera-  opera-           opera-  opera-                        
                 tions   tions            tions   tions                         
Operating                                                                       
profit                                                                          
Steelworks       1 659          1 659     583               583                 
Vanadium         795     581    1 376     330     429       759                 
Ferro-alloys             32     32                46        46                  
                 ______  ______ ______    ______  ______    ______              
Total            2 454   613    3 067     913     475       1 388               
                 ______  ______ ______    ______  ______    ______              
                                                                                
                         Audited for the year ended                             
31 Dec 2007                                            
                         Continuing   Discontinued  Total                       
                         operations   operations                                
Operating profit                                                                
Steelworks               749                        749                         
Vanadium                 422          458           880                         
Ferro-alloys                          117           117                         
                         ______       ______        ______                      
Total                    1 171        575           1 746                       
                         ______       ______        ______                      
                                                                                
                 As at                    As at                                 
30 Sep 2008              30 Sep 2007                           
                 Conti-  Discon Total     Conti-  Discon-   Total               
                 nuing   tinued           nuing   tinued                        
                 opera-  opera-           opera-  opera-                        
tions   tions            tions   tions                         
Total assets                                                                    
Steelworks       5 678          5 678     2 957             2 957               
Vanadium         606            606       584     623       1 207               
Ferro-alloys                                      523       523                 
                 ______  ______ ______    ______  ______    ______              
Total            6 284          6 284     3 541   1 146     4 687               
                 ______  ______ ______    ______  ______    ______              

                         Audited as at                                          
                         31 Dec 2007                                            
                         Continuing   Discontinued  Total                       
operations   operations                                
Total assets                                                                    
Steelworks               3 772                      3 772                       
Vanadium                 268          742           1 010                       
Ferro-alloys                          142           142                         
                         ______       ______        ______                      
Total                    4 040        884           4 924                       
                         ______       ______        ______                      

CONDENSED CONSOLIDATED BALANCE SHEET                                            
                                      As at     As at    Audited                
                                                         as at                  
30 Sep    30 Sep   31 Dec                 
                                      2008      2007     2007                   
                                Notes Rm        Rm       Rm                     
                                                                                
ASSETS                                                                          
Non-current assets                    1 881     1 727    1 764                  
                                      ______    ______   ______                 
Property, plant and                   1 881     1 722    1 763                  
equipment                                                                       
Other non-current assets              -         5        1                      
                                      ______    ______   ______                 
Current assets                        4 403     1 814    2 276                  
______    ______   ______                 
Inventories                           565       503      495                    
Accounts receivable                   1 700     818      1 013                  
Cash and cash equivalents             2 138     493      768                    
______    ______   ______                 
Assets of disposal group        7     -         1 146    884                    
classified as held for sale                                                     
                                      ______    ______   ______                 
TOTAL ASSETS                          6 284     4 687    4 924                  
                                      ======    ======   ======                 
EQUITY AND LIABILITIES                                                          
                                                                                
Shareholders` equity                  2 364     2 413    3 379                  
                                                                                
Non-current liabilities               741       559      723                    
                                      ______    ______   ______                 
Long-term provisions                  374       252      344                    
Deferred taxation                     367       307      379                    
                                      ______    ______   ______                 
Current liabilities                   3 179     1 608    749                    
______    ______   ______                 
Shareholders for                      1 388     -        -                      
dividends                                                                       
Taxation                              596       303      -                      
Other current liabilities             1 195     1 305    749                    
                                      ______    ______   ______                 
Liabilities directly                                                            
associated with the assets                                                      
classified as held for sale                                                     
                                7     -         107      73                     
                                      ______    ______   ______                 
TOTAL EQUITY AND                      6 284     4 687    4 924                  
LIABILITIES                                                                     
                                      ======    ======   ======                 
Net cash                        3     2 019     149      785                    
Net asset value -                     2 385     2 433    3 408                  
cents/share                                                                     
                                      ======    ======   ======                 
CONDENSED CONSOLIDATED CASH FLOW STATEMENT                                      
                      Three     Three    Nine     Nine     Audited              
months    months   months   months   for the              
                      ended     ended    ended    ended    year                 
                                                           ended                
                      30 Sep    30 Sep   30 Sep   30 Sep   31 Dec               
2008      2007     2008     2007     2007                 
                      Rm        Rm       Rm       Rm       Rm                   
Cash available from   1 198     740      2 878    1 808    1 924                
operations before                                                               
taxation paid                                                                   
Taxation paid         (320)     (93)     (548)    (351)    (665)                
                      ______    ______   ______   ______   ______               
Net cash              878       647      2 330    1 457    1 259                
flows from                                                                      
operating                                                                       
activities                                                                      
Proceeds from         771       -        1 068    -        989                  
disposal of                                                                     
discontinued                                                                    
operations                                                                      
Net cash flows        (146)     (187)    (386)    (462)    (600)                
used in other                                                                   
investing                                                                       
activities                                                                      
                      ______    ______   ______   ______   ______               
Net cash inflow       1 503     460      3 012    995      1 648                
before financing                                                                
activities                                                                      
Net cash flows                                                                  
(used in) / from                                                                
financing                                                                       
activities                                                                      
excluding                                                                       
dividends paid                                                                  
                      (32)      (453)    136      (583)    (967)                
Dividends             -         -        (1 784)  (446)    (446)                
paid                                                                            
______    ______   ______   ______   ______               
Net increase /                                                                  
(decrease) in cash                                                              
and cash                                                                        
equivalents                                                                     
                      1 471     7        1 364    (34)     235                  
Effects of                                                                      
exchange rate                                                                   
changes on cash                                                                 
held in foreign                                                                 
currencies                                                                      
                      (3)       6        6        16       22                   
Cash and              670       480      768      511      511                  
equivalents at                                                                  
beginning of                                                                    
period                                                                          
______    ______   ______   ______   ______               
Cash and              2 138     493      2 138    493      768                  
equivalents                                                                     
at end of                                                                       
period                                                                          
                      ======    ======   ======   ======   ======               
CONDENSED CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE               
                      Three     Three    Nine      Nine      Audited            
months    months   months    months    for the            
                      ended     ended    ended     ended     year               
                                                             ended              
                      30 Sep    30 Sep   30 Sep    30 Sep    31 Dec             
2008      2007     2008      2007      2007               
                      Rm        Rm       Rm        Rm        Rm                 
Currency              (13)      7        51        13        47                 
translation                                                                     
differences                                                                     
Fair value            -         -        -         -         (3)                
revaluation                                                                     
                      ______    ______   ______    ______    ______             
Net (expense) /     (13)       7         51        13         44                
income recognised                                                               
directly in equity                                                              
Attributable          642       314      2 107     958       1 903              
profit for the                                                                  
period                                                                          
                      ______    ______   ______    ______    ______             
Total                 629       321      2 158     971       1 947              
recognised                                                                      
income for the                                                                  
period                                                                          
                      ======    ======   ======    ======    ======             
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                        
1    Companies Act and JSE Limited Listings Requirements                        
Compliance with the Companies Act No. 61 of 1973 as well as the Listings        
Requirements of the JSE Limited has been maintained throughout the reporting    
periods.                                                                        
2    Related party transactions                                                 
Transactions entered into between the Group and its related parties during the  
reporting periods were arms length transactions between knowledgeable, willing  
parties at fair value.                                                          
3    Net cash                                                                   
    Net cash is calculated as follows:                                          
                              Nine months  Nine     Audited                     
ended        months   for the                     
                                           ended    year                        
                                                    ended                       
                              30 Sep 2008  30 Sep   31 Dec                      
2007     2007                        
                              Rm           Rm       Rm                          
    Cash and cash             2 138        493      768                         
    equivalents                                                                 
Loan to joint             -            8        17                          
    venture                                                                     
    Less: Short-              (119)        (352)    -                           
    term loans                                                                  
______       ______   ______                      
    Net cash                  2 019        149      785                         
                              ======       ======   ======                      
4  (Loss) / profit  Three        Three    Nine      Nine     Audited            
on disposal of   months       months   months    months   for the             
  discontinued     ended        ended    ended     ended    year                
  operations                                                ended               
                   30 Sep 2008  30 Sep   30 Sep    30 Sep   31 Dec              
2007     2008      2007     2007                
                   Rm           Rm       Rm        Rm       Rm                  
  Total proceeds   999          -        1 296     -        989                 
  Net asset value  (1 054)      -        (1 134)   -        (417)               
disposed of                                                                   
                   _______      ______   _______   ______   _______             
  (Loss) / profit  (55)         -        162       -        572                 
  on disposal                                                                   
before taxation                                                               
  Taxation charge  (82)         -        (121)     -        (117)               
                   _______      ______   _______   ______   _______             
  (Loss) / profit  (137)        -        41        -        455                 
on disposal                                                                   
  after taxation                                                                
                   =======      ======   =======   ======   =======             
5  Supple-         For the    For the    For the   For the    For the           
mentary         three      three      nine      nine       year               
  revenue         months     months     months    months     ended              
  informa-        ended      ended      ended     ended                         
  tion -                                                                        
Unaudi-                                                                       
  ted                                                                           
                  30 Sep     30 Sep     30 Sep    30 Sep     31 Dec             
                  2008       2007       2008      2007       2007               
Sales volumes                                                                 
  of major                                                                      
  products                                                                      
  Continuing                                                                    
operations                                                                    
  Total     Tons  178 726    168 808    545 585   550 465    730 228            
  steel                                                                         
  Ferrova-  kg V  1 313 423  1 475 026  4 129 766 4 270 234  5 595 359          
nadium                                                                        
  Vanadium  tons  3 472      4 081      10 302    10 984     14 243             
  slag      V2O5                                                                
                                                                                
Discontinued                                                                  
  operations                                                                    
  Ferrova-  kg V  308 980    366 515    1 294 002 1 478 724  2 061 671          
  nadium                                                                        
and                                                                           
  ferrova-                                                                      
  nadium                                                                        
  nitride                                                                       
Vanadium  kg    690 592    1 101 560  2 479 734 3 275 347  4 276 779          
  pento-    V2O5                                                                
  xide                                                                          
  Vanadium  kg    186 662    287 123    740 442   1 049 750  1 300 759          
chemical  V2O5                                                                
  s                                                                             
                                                                                
  Weighted average selling                                                      
prices achieved for major                                                     
  products                                                                      
  Continuing                                                                    
  operations                                                                    
Total     $/t   1 150      747        947       714        731                
  steel                                                                         
  Ferrova-  $/kg  67         39         63        36         37                 
  nadium    V                                                                   

  Discontinued                                                                  
  operations                                                                    
  Ferrova-  $/kg  57         36         56        34         35                 
nadium    V                                                                   
  Vanadium  $/kg  31         15         27        15         15                 
  pento-    V2O5                                                                
  xide                                                                          
Vanadium  $/kg  31         15         24        14         18                 
  chemi-    V2O5                                                                
  cals                                                                          
                                                                                
Average         7.79       7.09       7.70      7.15       7.06               
  R/$                                                                           
  exchange                                                                      
  rate                                                                          

6  Financial                                                                    
  ratios                                                                        
  Current              1.39      1.73      1.39      1.73     3.84              
ratio                                                                         
  Market               12 890    11 254    12 890    11 254   11 203            
  capitalisati                                                                  
  on - Rm                                                                       

7    Disposal groups                                                            
In terms of a European Union competition ruling Highveld is required to dispose 
of the Vanchem division and its interest in South Africa Japan Vanadium         
(Proprietary) Limited ("SAJV"). The Vanchem division and the interest in SAJV   
have been treated as disposal groups for the period to 30 June 2008 and are     
reported as discontinued operations. The sale agreements for the Vanchem        
division and SAJV have been concluded and the effective date of sale for the    
Vanchem division was 29 August 2008. The assets and related liabilities of these
disposal groups were as follows:                                                
                             As at      As at     Audited                       
                                                  as at                         
30 Sep     30 Sep    31 Dec                        
                             2008       2007      2007                          
                             Rm         Rm        Rm                            
ASSETS                                                                          
Non-current assets           -          620       573                           
classified as held for sale                                                     
Current assets classified    -          526       311                           
as held for sale                                                                
______     ______    ______                        
                             -          1 146     884                           
                             ______     ______    ______                        
EQUITY AND LIABILITIES                                                          
Liabilities directly         -          107       73                            
associated with assets                                                          
classified as held for sale                                                     
                             ======     ======    ======                        
Three      Three     Nine      Nine     Audited                
                 months     months    months    months   for the                
                 ended      ended     ended     ended    year                   
                                                         ended                  
30 Sep     30 Sep    30 Sep    30 Sep   31 Dec                 
                 2008       2007      2008      2007     2007                   
                 Rm         Rm        Rm        Rm       Rm                     
The cash                                                                        
flows were                                                                      
as follows:                                                                     
Cash inflow      203        109       323       303      417                    
from                                                                            
operating                                                                       
activities                                                                      
Cash inflow /    276        (17)      239       (92)     (117)                  
(outflow) from                                                                  
investing                                                                       
activities                                                                      
excluding                                                                       
disposal                                                                        
proceeds                                                                        
Cash outflow     -          (4)       -         (66)     (66)                   
from                                                                            
financing                                                                       
activities                                                                      
                 ______     ______    ______    ______   ______                 
Total cash       479        88        562       145      234                    
inflow                                                                          
======     ======    ======    ======   ======                 
                                                                                
8    Condensed statements of changes in equity                                  
                  Share                 Fair               Total                
capital  Translation  value     Retained                       
                 and      and share-   reserves  profit                         
                 share    based                                                 
                 premium  payment                                               
reserves                                              
                  Rm       Rm           Rm        Rm       Rm                   
    2007                                                                        
    Currency              6                               6                     
translation                                                                 
    differences                                                                 
                 ______   ______       ______    ______   ______                
    Net income            6            -         -        6                     
recognised                                                                  
    directly in                                                                 
    equity                                                                      
    Attributable                                 643      643                   
profit for                                                                  
    the period                                                                  
    as                                                                          
    previously                                                                  
stated                                                                      
                 ______   ______       ______    ______   _______               
    Total                 6            -         643      649                   
    recognised                                                                  
income for                                                                  
    the period                                                                  
    Balance at   585      54           3         1 243    1 885                 
    31 December                                                                 
2006 as                                                                     
    audited                                                                     
    Dividends                                    (446)    (446)                 
    paid                                                                        
Change in                                    1        1                     
    accounting                                                                  
    policy                                                                      
    Recognition           (7)                             (7)                   
of share-                                                                   
    based                                                                       
    payments                                                                    
                 ______   ______       ______    ______   ______                
Balance at   585      53           3         1 441    2 082                 
    30 June 2007                                                                
    - Reviewed                                                                  
                                                                                
Currency              17                              17                    
    translation                                                                 
    differences                                                                 
                 ______   ______       ______    ______   ______                
Net income   -        17           -         -        17                    
    recognised                                                                  
    directly in                                                                 
    equity                                                                      
Attributable                                 314      314                   
    profit for                                                                  
    the period                                                                  
                 ______   ______       _______   ______   ______                
Total                 17           -         314      331                   
    recognised                                                                  
    income and                                                                  
    expense for                                                                 
the period                                                                  
                 _______  _______      _______   ______   ______                
    Balance at   585      70           3         1 755    2 413                 
    30 September                                                                
2007 -                                                                      
    Unaudited                                                                   
                 ======   ======       ======    ======   ======                
    Currency              24                              24                    
translation                                                                 
    differences                                                                 
    Fair value                         (3)                (3)                   
    adjustments                                                                 
______   ______       ______    ______   ______                
    Net income /          24           (3)       -        21                    
    (expense)                                                                   
    recognised                                                                  
directly in                                                                 
    equity                                                                      
    Attributable                                 945      945                   
    profit for                                                                  
the period                                                                  
                 ______   ______       ______    ______   ______                
    Total                 24           (3)       945      966                   
    recognised                                                                  
income and                                                                  
    expense for                                                                 
    the period                                                                  
                 ______   ______       ______    ______   ______                
Balance at   585      94           -         2 700    3 379                 
    31 December                                                                 
    2007 -                                                                      
    audited                                                                     
======   ======       ======    ======   ======                
    Interim -                                                                   
    2008                                                                        
    Currency              64                              64                    
translation                                                                 
    differences                                                                 
                 ______   ______       ______    ______   ______                
    Net income            64           -         -        64                    
recognised                                                                  
    directly in                                                                 
    equity                                                                      
    Attributable                                 1 465    1 465                 
profit for                                                                  
    the period                                                                  
                 ______   ______       ______    ______   ______                
    Total                 64           -         1 465    1 529                 
recognised                                                                  
    income for                                                                  
    the period                                                                  
                 ______   ______       ______    ______   ______                
Balance at   585      94           -         2 700    3 379                 
    31 December                                                                 
    2007 -                                                                      
    audited                                                                     
Dividends                                    (1 784)  (1 784)               
    paid                                                                        
                 ______   ______       ______    ______   ______                
    Balance at   585      158          -         2 381    3 124                 
30 June 2008                                                                
    - reviewed                                                                  
                 ======   ======       ======    ======   ======                
    Quarter                                                                     
three - 2008                                                                
    Currency              (14)                            (14)                  
    translation                                                                 
    differences                                                                 
______   ______       ______    ______   ______                
    Net expense           (14)         -         -        (14)                  
    recognised                                                                  
    directly in                                                                 
equity                                                                      
    Attributable                                 642      642                   
    profit for                                                                  
    the period                                                                  
______   ______       ______    ______   ______                
    Total                 (14)         -         642      628                   
    recognised                                                                  
    income and                                                                  
expense for                                                                 
    the period                                                                  
                 ______   ______       ______    ______   ______                
    Balance at   585      158          -         2 381    3 124                 
30 June 2008                                                                
    - reviewed                                                                  
    Dividends                                    (1 388)  (1 388)               
    paid                                                                        
______   ______       ______    ______   ______                
    Balance at   585      144          -         1 635    2 364                 
    30 September                                                                
    2008 -                                                                      
reviewed                                                                    
                 ======   ======       ======    ======   ======                
9    Contingent liabilities                                                     
    As required by the Mineral and Petroleum Resources Development Act, a       
guarantee amounting to R190 million (2007:R176 million) was issued in       
    favour of the Department of Minerals and Energy for rehabilitation cost for 
    the unscheduled closure of the Mapochs mine.                                
10   Subsequent events                                                          
There has been no reportable post-balance sheet events.                     
Date:                                                                           
12 November 2008                                                                
Sponsor:                                                                        
J.P. Morgan Equities Ltd.                                                       
Date: 12/11/2008 10:37:17 Produced by the JSE SENS Department.                  
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