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SEP
SEP
SEP - Sephaku Holdings Limited - Condensed consolidated interim financial
results for the six months ended 31 December 2010
SEPHAKU HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/003306/06)
Share code: SEP ISIN: ZAE000138459
("Sephaku Holdings" or "the Company" or "the Group")
CONDENSED CONSOLIDATED INTERIM FINANCIAL RESULTS
for the six months ended 31 December 2010
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 31 December 30 June
2010 2009 2010
Unaudited Unaudited Audited
R`000 R`000 R`000
Assets
Non-current assets 695 084 341 000 507 314
Current assets 76 796 150 065 105 276
Non-current assets held for 20 000 - -
sale
Total assets 791 880 491 065 612 590
Equity and liabilities
Equity attributable to equity 774 134 342 164 406 415
holders of the parent
Non-controlling interest - 63 044 71 674
Non-current liabilities - 2 991 32 249
Current liabilities 17 746 82 866 102 252
Total equity and liabilities 791 880 491 065 612 590
Net asset value per share 466,65 219,61 260,85
(cents)
Tangible net asset value per 434,03 189,71 203,25
share (cents)
Ordinary shares in issue 165 892 298 155 805 362 155 805 362
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Sixteen
months
Six months ended ended
31 December 31 December 30 June
2010 2009 2010
Unaudited Unaudited Audited
R`000 R`000 R`000
Operating profit/(loss) (14 372) (11 223) (135 739)
Profit on dilution/disposal of 409 998 31 124
interest in companies
Investment revenue 562 183 16 630
Loss from equity accounted (2 992) (543) (2 615)
investments
Finance costs (605) (6) (481)
Profit/(loss) before taxation 392 591 (11 589) (91 081)
Taxation (1 558) - 907
Profit/(loss) from continuing 391 033 (11 589) (90 174)
operations
Loss for the period from (18 842) (46 998) -
discontinued operations
Profit/(loss) for the period 372 191 (58 587) (90 174)
Other comprehensive loss for the - (52 906) 34 239
period
Total comprehensive 372 191 (111 493) (55 935)
income/(loss) for the period
Profit/(loss) attributable to:
Equity holders of the parent 372 191 (49 814) (71 497)
Non-controlling interest - (8 773) (18 677)
Total comprehensive
income/(loss) attributable to:
Equity holders of the parent 372 191 (92 255) (44 030)
Non-controlling interest - (19 238) (11 905)
Ordinary shares:
- weighted average number of 156 280 785 155 805 362 154 896 985
shares
- diluted weighted average 162 220 785 160 027 237 160 836 985
number of shares
Attributable profit/(loss) per
share:
- basic earnings/(loss) from 250,21 (1,81) (46,16)
continuing operations (cents)
- basic (loss) from discontinued (12,06) (30,16) -
operations (cents)
- basic earnings/(loss) from 238,16 (31,97) (46,16)
total operations (cents)
- diluted earnings/(loss) from 241,05 (1,76) (44,45)
continuing operations (cents)
- diluted (loss) from (11,61) (29,37) -
discontinued operations (cents)
- diluted earnings/(loss) from 229,43 (31,13) (44,45)
total operations (cents)
- headline (loss) (cents) (24,18) (30,84) (63,23)
- diluted headline (loss) (23,30) (30,03) (60,89)
(cents)
Reconciliation of basic loss to
diluted loss and headline loss:
Basic earnings/(loss) and 372 191 (49 813) (71 497)
diluted earnings/(loss)
Profit on sale of non-current (409 998) - (31 124)
assets
Impairments 18 1 757 4 684
Headline loss attributable to (37 789) (48 056) (97 937)
owners of the parent
Reconciliation of weighted
average number of shares:
Basic weighted average number of 156 280 785 155 805 362 154 896 985
shares
Diluted effect of share options 5 940 000 4 221 875 5 940 000
Diluted weighted average number 162 220 785 160 027 237 160 836 985
of shares
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Sixteen
months
Six months ended ended
31 December 31 December 30 June
2010 2009 2010
Unaudited Unaudited Audited
R`000 R`000 R`000
Cash flows from operating (10 017) (53 488) (112 866)
activities
Cash flows from investing (4 914) (70 493) (172 283)
activities
Cash flows from financing 33 707 (27 666) 28 370
activities
Total cash movement for the 18 776 (151 647) (256 779)
period
Cash at beginning of the period 14 898 199 532 271 678
Cash at end of the period 33 674 47 885 14 899
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Total
share Total Retained
capital reserves earnings
R`000 R`000 R`000
Balance at 30 June 2009 223 379 3 655 205 046
Total comprehensive loss for - (42 442) (49 813)
the period
Issue of shares 1 836 - -
Employees share option - 503 -
scheme
Balance at 31 December 2009 225 215 (38 284) 155 233
- Unaudited
Balance at 30 June 2010 - 225 215 31 991 149 209
Audited
Total comprehensive loss for - 372 191
the period
Issue of shares 35 829 - -
Dilution of control in - (27 466) -
Sephaku Cement (Pty) Limited
Employees share option 629 101 -
scheme
Dividend paid - - (13 565)
Balance at 31 December 2010 261 673 4 626 507 835
- Unaudited
Dividend paid per share 8,71
(cents)
Attributable Non-
to equity holders controlling Total
of the group interests equity
R`000 R`000 R`000
Balance at 30 June 2009 432 080 82 282 514 362
Total comprehensive loss for (92 255) (19 238) (111 493)
the period
Issue of shares 1 836 - 1 836
Employees share option 503 - 503
scheme
Balance at 31 December 2009 342 164 63 044 405 208
- Unaudited
Balance at 30 June 2010 - 406 415 71 674 478 089
Audited
Total comprehensive loss for 372 191 - 372 191
the period
Issue of shares 35 829 - 35 829
Dilution of control in (27 466) (71 674) (99 140)
Sephaku Cement (Pty) Limited
Employees share option 730 - 730
scheme
Dividend paid (13 565) - (13 565)
Balance at 31 December 2010 774 134 - 774 134
- Unaudited
Dividend paid per share
(cents)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Segmental Consolida-
reporting
Cement Fluorspar Other tion Total
R`000 R`000 R`000 R`000 R`000
Segment
informationfor
the Group - 31
December 2010
Segment - 7 846 (398 246) (633) (391 033)
(profit)/loss
from continuing
operations
Segment 16 772 - 2 070 - 18 842
(profit)/loss
from discontinued
operations
Total segment 16 772 7 846 (396 176) (633) (372 191)
(profit)/loss
Segment assets - 69 104 800 303 (77 527) 791 880
Segment liability - (11 604) (6 142) - (17 746)
Segment
informationfor
the Group - 31
December 2009
Segment - 2 484 (19 632) 28 737 11 589
(profit)/loss
from continuing
operations
Segment 44 432 - 2 551 15 46 998
(profit)/loss
from discontinued
operations
Total segment 44 432 2 484 (17 081) 28 752 58 587
(profit)/loss
Segment assets 328 051 30 264 189 698 (56 948) 491 065
Segment liability (49 957) (35 908) (71 749) 71 757 (85 857)
Basis of preparation
The condensed consolidated interim financial results for the six months ended 31
December 2010 ("interim reporting period") have been prepared in accordance with
IAS 34: Interim Financial Reporting, as well as the AC500 standards as issued by
the Accounting Practices Board, on a historical cost basis and conform to
International Financial Reporting Standards ("IFRS").
The accounting policies adopted for the interim reporting period are consistent
with those applied in the financial statements for the Group for the period
ended 30 June 2010.
The interim reporting period announcement has been prepared in accordance with
the disclosure requirements of the JSE Limited Listings Requirements and the
Companies Act of South Africa.
The comparative interim reporting period figures for the six months ended 30
December 2009 have not been previously published due to the change in the
Company`s financial year-end from 28 February to 30 June, as decided at the
shareholders` meeting held on 29 January 2009.
The financial information on which these interim period results are based has
not been reviewed or reported on by Sephaku Holdings` auditors.
Statement on going concern
The financial statements for the interim reporting period have been prepared on
the going-concern basis as the directors have every reason to believe that the
Company has adequate resources in place to continue in operation for the
foreseeable future.
Overview and comments
The Company is an HDSA-controlled mineral exploration, development and
investment company with two key projects in the cement and fluorspar sectors.
Restructuring
The Group was restructured during the interim reporting period in order to
represent a more defined and focused investment opportunity to the market.
Sephaku Holdings has disposed of all of the shares that it held in its
subsidiaries to Incubex Minerals Limited ("Incubex"), save for its cement and
fluorspar interests.
Subsequently, Sephaku Holdings distributed all of the issued shares in Incubex
to its shareholders in the form of a dividend in specie of R13,6 million in the
ratio of one Incubex share for every ten Sephaku Holdings shares held.
The impact of the restructuring on the interim period results is the removal of
the Incubex subsidiaries` assets and liabilities from the Sephaku Holdings
consolidation. The total loss for the Incubex subsidiaries for the interim
period up to the unbundling on 31 October 2010, is included in the Statement of
Comprehensive Income as a R2 million loss from discontinued operations.
Dilution of interest in Cement
Sephaku Cement (Pty) Limited ("Sephaku Cement") issued shares for cash to
Dangote Industries Limited ("Dangote Industries") during the interim reporting
period in order to settle a loan of R75,6 million. Dangote Industries also
subscribed for shares in an amount of R703,4 million resulting in Dangote
Industries increasing its interest in Sephaku Cement from 19,76% to 64% with
Sephaku Holdings retaining a 35,994% interest. The finalisation of the Dangote
Industries transaction places Sephaku Cement firmly on track to develop its
Aganang and Delmas projects with sufficient equity funding and the necessary
guarantees provided by Dangote Industries to secure the required debt financing.
Sephaku Cement`s assets and liabilities are no longer consolidated in Sephaku
Holdings but are shown as an equity accounted investment in associate of R635
million. Profit on the dilution of interest in Sephaku Cement of R408 million is
included in the Statement of Comprehensive Income as well as a loss of R16,7
million for the interim period to 15 October 2010, which is classified as loss
from discontinued operations, as a result of the change in Sephaku
Holdings`interest in Sephaku Cement from a subsidiary to an associate.
Fluorspar
The Company`s key objectives relating to fluorspar include the funding of
Sephaku Fluoride (Pty) Limited`s ("Sephaku Fluoride") Nokeng Fluorspar Project
in order to bring it into production, the development of other fluorspar
exploration assets up the value curve and the introduction of new downstream
beneficiation opportunities into the Group. Sephaku Fluoride`s principal
project, the Nokeng Fluorspar Mine, is on track, with the first phase of the
plant`s definitive feasibility study complete and production planned for 2013.
Limestone
Sephaku Cement purchased Sephaku Holdings` 51% interest in Sephaku Limestone and
Exploration (Pty) Limited ("Sephaku Limestone") and also acquired a further 29%
interest in Sephaku Limestone from Golden Pond Trading 483 (Pty) Limited
("Golden Pond"). Both transactions were settled through the issue of Sephaku
Holdings shares. The transfer of shares from Sephaku Cement to Golden Pond is,
however, subject the consent of the Minister of Mineral Resources for the
transfer of prospecting rights in terms of section 11 of the Mineral and
Petroleum Resources Development Act.
African Nickel Holdings
Sephaku Holdings` investment in African Nickel Holdings (Pty) Limited is carried
at fair value of R20 million and is disclosed as an asset held for sale, as
management is committed to a plan to dispose of the nickel assets in the near
future.
There have been no material changes to the Company`s mineral resource and
mineral reserve statements as compared to those presented in the financial
results for the sixteen months ended 30 June 2010.
Changes to the board
Mr Morrison Smit resigned as the financial director of the Company with effect
from 28 February 2011 and Mr Steven Steyn was appointed as acting chief
financial officer. There have been no further changes to the board of directors.
On behalf of the board
Neil Crafford-Lazarus CEO Lelau Mohuba Chairman
Pretoria 31 March 2011
COMPANY INFORMATION
Directors:
L Mohuba (Chairman)
NR Crafford-Lazarus* (Chief Executive Officer)
RR Matjiu*
CR de Bruin
MG Mahlare
GS Mahlati
MM Ngoasheng
PF Fourie
J Bennette#
D Twist#
JW Wessels#
*Executive #Alternate
Company secretary:
Sephaku Management (Pty) Limited
Registered office:
Suite 4A
Manhattan Office Park
16 Pieter Road, Highveld Technopark, Centurion, 0169
Sponsor to Sephaku Holdings:
QuestCo Sponsors (Pty) Limited
www.sephakuholdings.co.za
Date: 31/03/2011 15:15:38 Produced by the JSE SENS Department.
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