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SIM
SIIF
SIM - Simmer & Jack Mines Limited - Reviewed consolidated interim results for
the period ended 31 December 2011
Simmer & Jack Mines Limited
Incorporated in the Republic of South Africa
(Registration number: 1924/007778/06)
JSE Code: SIM
ISIN: ZAE 000006722
("Simmers" or "the Company" or "the Group")
REVIEWED CONSOLIDATED INTERIM RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2011
Statement of financial position as at 31 December 2011
Group
Notes Reviewed Audited Reviewed
Six months 15 months Six months
As at As at As at
31 Dec 30 June 30 Sept
2011 2011 2010
R`000 R`000 R`000
Assets
Non-current assets
Investment property - - 33 400
Property, plant and equipment 56 - 1 157 894
Investment in associate - - 1 672 375
Financial assets - - 287 080
Environmental rehabilitation trust fund - - 123 095
56 - 3 273 844
Current assets
Loans to group companies and associate - - 1 260
Financial assets 1 1 810 2 865 -
Current tax receivable - - 13
Inventories - - 26 701
Trade and other receivables 1 220 - 87 838
Reimbursive asset - - 71 227
Cash and cash equivalents 16 838 20 000 140 294
19 868 22 865 327 333
Assets of disposal group classified as 2 33 199 29 605 37 036
held-for-sale
Total assets 53 123 52 470 3 638 213
Equity and liabilities
Equity
Equity attributable to owners of the
parent
Share capital and premium 581 648 581 648 1 232 926
Reserves 340 082 340 082 392 048
(Accumulated loss)/retained income (898 860) (899 457) 925 397
Equity attributable to owners of the 22 870 22 273 2 550 371
parent
Non-controlling interest 1 1 1
22 871 22 274 2 550 372
Liabilities
Non-current liabilities
Finance lease obligation - - -
Environmental rehabilitation provision - - 272 519
Financial liabilities - - 233 423
- - 505 942
Current liabilities
Finance lease obligation - - -
Financial liabilities - - 271 828
Trade and other payables 91 4 760 280 991
91 4 760 552 819
Liabilities from disposal group 2 30 161 25 436 29 080
classified as held-for-sale
30 252 30 196 581 899
Total liabilities 30 252 30 196 1 087 841
Total equity and liabilities 53 123 52 470 3 638 213
Statement of comprehensive income for the period ended 31 December 2011
Group
Notes Reviewed Audited Reviewed
six months 15 months six months
ended ended ended
31 Dec 30 June 30 Sept
2011 2011 2010
R`000 R`000 R`000
Continuing operations
Revenue - - 485 320
Cost of production - - (556 761)
Gross loss - - (71 441)
Other income 536 - 11 410
General administrative and (987) - (71 524)
overhead expenditure
Share option costs - - (5 026)
Operating loss (451) - (136 581)
Finance income 168 - 33 642
Loss from equity-accounted - - (241 645)
investment
Partial disposal of - - (25 500)
financial asset
Restructuring costs - - (6 628)
Net movement in fair value - - (113 379)
adjustments
Impairment of assets - - (2 165)
Finance charges - - (40 704)
Loss before taxation (283) - (532 960)
Taxation - - -
Loss for the period from (283) - (532 960)
continuing operations
Profit/(loss) for the period 880 (2 363 593) (5 779)
from discontinuing
operations
Profit/(loss) for the period 597 (2 363 593) (538 739)
Other comprehensive income
Share of other comprehensive - - (25 808)
income of equity-accounted
investment
Other comprehensive - - (25 808)
income/(loss) for the
period, net of taxation
Total comprehensive 597 (2 363 593) (564 547)
income/(loss) for the period
Total comprehensive
income/(loss) attributable
to:
Owners of the parent 597 (2 363 592) (564 547)
Non-controlling interest - - -
597 (2 363 593) (564 547)
Earnings per share from
continuing operations
Basic (loss)/earnings per (0,02) 0,00 (43,64)
share (cents)
Diluted (loss)/earnings per (0,02) 0,00 (43,64)
share (cents)
Earnings per share from
discontinuing operations
Basic earnings/(loss) per 0,07 (190,88) (0,47)
share (cents)
Diluted earnings/(loss) per 0,07 (190,88) (0,47)
share (cents)
Earnings per share
Basic earnings/(loss) per 3 0,05 (190,88) (44,11)
share (cents)
Diluted earnings/(loss) per 3 0,05 (91,06) (44,11)
share (cents)
Statement of changes in equity for the period ended 31 December 2011
Attributable to owners of the parent
Group Share Share Share-based Available-
Capital Premium payment for-sale
R`000 R`000 reserve R`000 valuation R`000
Balance at 1 April 21 757 930 090 264 782 4 080
2009
Total changes for 2 199 277 867 53 900 7 658
the period
Balance at 31 23 956 1 207 957 318 682 11 738
March 2010
Total changes for 52 961 (28 137) -
the period
Balance at 30 24 008 1 208 918 290 545 11 738
September 2010
Total changes for 739 (652 017) 49 537 (11 738)
the period
Balance at 30 June 24 747 556 901 340 082 -
2011
Total changes for - - - -
the period
Balance at 31 24 747 556 901 340 082 -
December 2011
Attributable to owners of the parent
Group Other Convertible Accumulated Total
reserves debenture (loss)/retained attributable to
R`000 - equity income owners of the
R`000 R`000 parent
R`000
Balance at 1 - - 2 200 499 3 421 208
April 2009
Total changes 89 765 - (736 363) (304 974)
for the
period
Balance at 31 89 765 - 1 464 136 3 116 234
March 2010
Total changes - - (538 739) (565 863)
for the
period
Balance at 30 89 765 - 925 397 2 550 371
September
2010
Total changes (89 765) - (1 824 854) (2 528 098)
for the
period
Balance at 30 - - (899 457) 22 273
June 2011
Total changes - - 597 597
for the
period
Balance at 31 - - (898 860) 22 870
December 2011
Group Non- Total equity
controlling R`000
interest
R`000
Balance at 1 April 2009 1 3 421 209
Total changes for the - (304 974)
period
Balance at 31 March 2010 1 3 116 235
Total changes for the 1 (565 862)
period
Balance at 30 September 1 2 550 372
2010
Total changes for the - (2 556 235)
period
Balance at 30 June 2011 1 22 274
Total changes for the - 597
period
Balance at 31 December 1 22 871
2011
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
1. Significant accounting policies
1.1 General information
Simmer and Jack Mines, Limited ("the Company") and its subsidiaries (together
"the Group") are engaged in exploration, extraction and processing of gold.
1.2 Presentation of financial statements
The condensed financial results included in this announcement have been
prepared in accordance with the measurements and recognition criteria of
International Financial Reporting Standards (IFRS) and have been prepared in
accordance with the presentation and disclosure requirements of IAS 34,
Interim Financial Reporting, the JSE Listings Requirements and the
requirements of the Companies Act of South Africa.
The accounting policies used to prepare the interim financial statements with
the previous annual financial statements. These interim financial statements
have been prepared by Daniel Watson the chief financial officer of the
Company.
Independent review by auditors
The condensed interim financial statements have been reviewed by Grant
Thornton whose unmodified review report is available for inspection at the
Group`s registered office.
1.3 Basis of consolidation
Subsidiaries are entities controlled by the Company. Control exists when the
Company has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that presently are exercisable
or convertible, are taken into account. The financial statements of
subsidiaries are included in the consolidated financial statements from the
date that control commences, until the date that control ceases. Subsidiaries
are recognised at cost less impairment losses in the Company`s separate
accounts.
Intra-group balances and any unrealised gains and losses or income and
expenses arising from intra-group transactions are eliminated in preparing the
consolidated financial statements. Unrealised gains arising from transactions
with associates are eliminated to the extent of the Group`s interest in
equity. Unrealised losses are eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence of impairment.
Notes to the annual financial statements (continued) for
the period ended 31 December 2011
Group
Reviewed Audited Reviewed
six months 15 months six months
ended 31 ended 30 ended 30
Dec 2011 June 2011 Sept 2010
R`000 R`000 R`000
1. Financial assets
Oreplan Commodities 1 810 - -
1 810 - -
Simmers entered into a profit-sharing loan agreement with Oreplan
Commodities, whereby Simmers provided trade finance for a local trade in
chrome ore, amounting to 2 000 tonnes. Repayment has been made in full
after reporting period.
2. Non-current assets held for sale
On 9 September 2010, Simmers entered into an agreement with Stonewall
Mining (Proprietary) Limited ("Stonewall") to acquire Transvaal Gold
Mining Estates Ltd ("TGME"), Sabie Mines (Proprietary) Limited and
Vanaxe Shareblock (Proprietary) Limited for R25 million. The sale is
subject to a number of conditions, which should have been fulfilled by
28 February 2012 but, due to the Section 11 approval from the Department
of Mining still being outstanding, extension has been granted to
accommodate the approval.
In terms of the agreement, Stonewall has assumed all care and
maintenance costs as from 1 September 2010.
The carrying amounts of assets and liabilities in the TGME disposal
group is summarised as follows:
Non-current assets
Property, plant and equipment 11 930 11 698 -
Investment property 6 606 6 206 -
Environmental rehabilitation trust fund 6 993 5 796 -
Current assets
Inventories 3 122 2 014 -
Trade and other receivables 3 745 3 589 -
Cash and cash equivalents 803 302 -
33 199 29 605 -
Non-current liabilities
Finance lease obligations (442) (442) -
Environmental rehabilitation provision (8 692) (8 692) -
Current liabilities
Current tax payable (17) - -
Finance lease obligation (1 111) (2 916) -
Trade and other payables (19 899) (13 386) -
(30 161) (25 436) -
3. Headline loss
Reconciliation between earnings/(loss)
and headline loss:
Net (loss)/earnings from continuing (283) - (532 960)
operations
Net earnings/(loss) from discontinuing 880 (2 363 593) (5 779)
operations
Basic earnings/(loss) for the period 597 (2 363 593) (538 739)
Add back:
Non-controlling interest - - -
Attributable to the owners of the parent 597 (2 363 593) (538 739)
Impairment of property, plant and - 6 311 -
equipment
Loss on disposal of Simmers disposal - 407 634 -
group
Disposal of property, plant and - (1 865) (1)
equipment - (gain)/loss
Fair value adjustments - (1 442) -
Impairment of investment - 972 126 -
Reclassification of gains and losses on - (97 423) -
held-for-sale assets
Partial disposal of investment in - (50 401) -
subsidiary
Post-tax loss recognised on measurement - 1 100 -
to fair value less cost to sell
Headline loss for the year 597 (1 127 553) (538 740)
Basic (loss)/profit per share (cents) (0,02) 0,00 (43,64)
from continuing operations*
Basic profit/(loss) per share (cents) 0,07 (190,88) (0,47)
from discontinuing operations*
Total basic profit/(loss) per share 0,05 (190,88) (44,11)
(cents)*
Diluted (loss)/profit per share (cents) (0,02) 0,00 (43,64)
from continuing operations*
Diluted profit/(loss) per share (cents) 0,07 (190,88) (0,47)
from discontinuing operations*
Total diluted profit/(loss) per share 0,05 (190,88) (44,11)
(cents)*
Headline profit/(loss) per share 0,05 (91,06) (44,11)
(cents)*
Diluted headline profit/(loss) per share 0,05 (91,06) (44,11)
(cents)*
Net asset value per share (cents) 1,81 1,77 208,82
* Based on weighted average number of
shares in issue
Reconciliation of number of shares `000 `000 `000
issued
Reported at 1 July 1 260 858 1 221 318 1 221 318
Shares issued for cash - 39 540 -
Shares issued at 31 December 1 260 858 1 260 858 1 221 318
Weighted average number of ordinary 1 260 858 1 238 239 1 221 318
shares in issue
Adjusted for:
- Share options - - -
Weighted average number of ordinary 1 260 858 1 238 239 1 221 318
shares for diluted earnings per share
Basic earnings per share are calculated by dividing the profit
attributable to equity holders of the Company by the weighted average
number of ordinary shares in issue during the year.
4.Related parties
Relationships
Holding company Simmer and Jack Mines, Limited
Subsidiaries Bobsat Investments Proprietary Limited
Transvaal Gold Mining Estates Limited
Sabie Mines Proprietary Limited
Caledonian Mining Exploration Company Proprietary Limited
Vanaxe Share Block Proprietary Limited
Simmer and Jack Mines, Limited Share Trust
BEE partner Xelexwa Investments Holdings Proprietary Limited
(Formerly Jaganda Holdings Proprietary Limited)
Vulisango Holdings Proprietary Limited
5. Going concern
Simmers intends to continue operating in the broader mining sector and has
considered multiple opportunities. The Company has, through a process of
evaluation, reduced the number of potential deals to two opportunities. Non-
disclosure agreements have been signed with both parties relating to both
opportunities. Bridge Capital has been appointed as corporate advisors to
assist in this regard.
The directors of the Company foresee the Company continuing as a going concern
for the next twelve months.
The Company is currently able to settle all debts incurred during the ordinary
course of business and it is management`s intention to be an operating company
within the next 9 to 12 months.
6. Changes to the board
Resignations Date
V Watson 14 December 2011
M Saaiman 14 December 2011
Appointments
M Ndlovu 14 December 2011 Non-executive
D Watson 14 December 2011 Executive
Mr K Wakeford assumed the role as chairman of the board of directors on 14
December 2011.
7. Disposal groups classified as held-for-sale and discontinued operations
Transvaal Gold Mining Estates Limited Group disposal
Operating results for the current and prior period as well as the loss from
measurement to fair value less cost to sell are summarised as follows:
Revenue 22 851 10 541 -
Expenses (21 971) (32 865) -
Taxation - - -
Loss on measurement to fair value - (1 100) -
less cost to sell
Profit/(loss) for the period from 880 (23 424) -
discontinuing operations
SALIENT FEATURES
- Simmer and Jack Mines Limited ("Simmers" or "the Company") continues its JSE
classification as a mining company until such time that all conditions
precedent for the sale of Transvaal Gold Mining Estates Limited (TGME) have
been met. The only outstanding condition remains the approval of Section 11
application by the Department of Mining Regulation. The contract with
Stonewall Mining (Pty) Limited (purchaser) has been extended to accommodate
the Section 11 approval.
- Simmers intends to continue operating in the broader mining sector and has
considered multiple opportunities. The Company has, through a process of
evaluation, reduced the number of potential deals to two opportunities. Non-
disclosure agreements have been signed with both parties relating to both
opportunities. Bridge Capital has been appointed as corporate advisors to
assist in this regard.
- A settlement has been reached with First Uranium Corporation Limited
(subtenant) to recover funds due to Simmers (R2,665 million) for the Selby
lease which was settled by Simmers.
- Multiple indemnities have been secured from Village Main Reef Limited
relating to former Simmers assets and obligations hence mitigating future
risks.
- Operating costs have been minimised and capital preserved to ensure that
Simmers has the required reserves for ongoing corporate action. Simmers has
one permanent employee, the chief financial officer, Daniel Joel Watson.
- Simmers has opted for a small four-person board to keep governance costs low
as well. Three of the four directors are deemed as independent.
- Simmers has relocated to Rivonia and has secured cost-effective, accessible
and professional premises.
- Simmers has two board committees which are compulsory, namely, the audit and
risk committee and the social and ethics committee. All other governance
matters are attended to by the board.
Transfer secretaries
Computershare Investor Services (Pty) Ltd
Ground Floor, 70 Marshall Street, Johannesburg, 2001
Auditor
Grant Thornton, 137 Daisy Street, Sandown, 2196
Registered office
357 Rivonia Boulevard, Rivonia, Johannesburg, 2191
Sponsor
Rand Merchant Bank, The Place, 1 Sandown Drive, South Wing, Sandown, 2146
Date: 29/03/2012 13:45:01 Produced by the JSE SENS Department.
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