| Mon 10 Jun 2002, 0:00 | | Mvelaphanda Resources Limited - Reviewed Group |
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MVELAPHANDA RESOURCES LIMITED - Reviewed group interim results for the six
months ended 31 March 2002
MVELAPHANDA RESOURCES LIMITED
(Registration number 1980/01395/06)
(Incorporated in the Republic of South Africa)
Directors: T M G Sexwale (Chairman), E Molobi, R B Shead, W J D I Scott,
B R van Rooyen, M J Willcox, M S M Xayiya, C A Massey (Alternate)
Share code: MVL
ISIN-number ZAE000037610
Issued Share Capital: 65 320 613 linked units
HIGHLIGHTS
* Created a listed platform through a reverse acquisition transaction for a
premier black empowerment resource company.
* Issued 6,1 million shares to financial institutions for R128,1 million.
* Purchased R2,5million shares in the Transhex Group Limited at an average
price of R12.82 per share (current market price R19.21 per share).
Reviewed group interim results for the six months ended 31 March 2002
MARKET VALUE OF ASSETS AND LIABILITIES OF THE GROUP AS AT 31 MAY 2002
No of Shares Fair R` Value
Value
Northam Platinum Limited 51 728 305 19.00 982 837 795.00
Shell Transport & Trading 42 000 83.26 3 496 953.68
Trans Hex Group Limited 16 000 000 14.20 227 274 752.00
2 530 263 19.21 48 606 352.23
Options for Trans Hex Group 5 000 000 11.21 56 050 000.00
Limited shares
Cash 148 240 951.13
Other net liabilities (270 383 601.76)
1 196 123 202.28
No of linked units in issue 65 320 613
Net asset value per linked unit 18.31
MVELAPHANDA RESOURCES LIMITED - SHARE PRICE FROM 31 OCTOBER 2001 - 31 MAY
2002
1 October - R13.50
1 November - R13.90
1 December - R16.60
1 January - R14.60
1 February - R16.20
1 March - R23.00
1 April - R22.90
1 May - R23.90
1 June - R23.00
REVERSE ACQUISITION
On 31 January 2002, Mvelaphanda Resources Limited (Mvela Res) (formerly East
Daggafontein Mines Limited) acquired from Mvelaphanda Holdings (Pty) Limited
("Mvela"), the entire issued share capital of Mvelaphanda Platinum (Pty)
Limited ("Mvela Platinum") and certain assets, rights and obligations of
Mvelaphanda Diamonds (Pty) Limited ("Mvela Diamonds"). The purchase
consideration in respect of the acquisition was settled by the issue of 41
454 429 Mvela Res linked units to Mvela on 5 February 2002. Pursuant to
the issue of the new linked units, Mvela has become the controlling linked
unit holder of Mvela Res. For accounting purposes the acquisition has been
treated as a reverse acquisition, with Mvela Platinum as the acquirer. The
historical group financial statements prior to 31 January 2002 are those of
Mvela Platinum.
CHANGE OF NAME
On 16 April 2002 the company changed its name from East Daggafontein Mines
Limited to Mvelaphanda Resources Limited.
APPOINTMENT AND RESIGNATION OF DIRECTORS
Due to the restructuring of the company the following directors resigned and
were appointed with effect from 5 February 2002:
RESIGNED: E P H Bieber, P R A Ferguson, K C Whyte, R N H Style and R B Shead
APPOINTED: T M G Sexwale, M J Willcox, E Molobi, B R van Rooyen and M S M
Xayiya
Mr R B Shead was re-appointed as a director on 6 May 2002
SIGNIFICANT INVESTMENTS IN ASSOCIATED COMPANIES
Northam Platinum Limited
Mvela Platinum effectively owns 51 728 305 shares in Northam Platinum
Limited which constitutes a 22,4% equity accounted interest in this company.
Trans Hex Group Limited
On the 5 March 2002 the company paid R74,4 million to acquire 16 Million
Trans Hex Group Limited shares for delivery on 28 February 2008.
On 31 March 2002, 2,5 million Trans Hex Group Limited shares were purchased
at a cost of R32,4 million. These investments are accounted for at cost. In
addition the company has an option to acquire 5 million Trans Hex Group
Limited shares from RemgroLimited.
GENERAL ISSUE OF LINKED UNITS FOR CASH
The company raised an amount of R128,1 million from Institutional Investors
by means of a general issue of 6,1 million linked units for cash. These
additional shares were issued on 8 March 2002.
6L13 JOINT VENTURE
Operating Statistics To March 2002
6 Months 6 Months
March 2002 Sept 2001
Tons processed 13 847 17 592
Pgm`s Produced (troy ounces) 22 877 49 389
From April 2002 the Mvelaphanda Resources Limited/Impala Platinum Limited
Joint Venture has terminated the processing of the lower grade pgm material
stockpiled at the 6L13 dryer plant. The 6L13 Joint Venture partners are in
discussions as to best optimise future earnings from the remaining 43 500
tons containing 707 kg of pgm`s (16,3 g/t) which includes a possible sale of
the material to Impala Holdings Limited.
SOUTHERNERA
A Heads of Agreement was signed with SouthernEra Resources Limited on 21 May
2002. In terms of this agreement the company has acquired a 50% effective
interest in the exploitation of certain farms which adjoin the Messina
Limited mining lease area, should the joint venture be successful in
acquiring prospecting rights over the properties concerned.
DE BEERS
A detailed Shareholders Agreement to give effect to the Heads of Agreement
signed with De Beers Consolidated Mines Limited on 6 February 2002 is
currently being finalised. The company has secured a one third interest in a
joint venture with De Beers Consolidated Mines Limited involving primary
kimberlite exploration in a defined area of the Northern and Mpumalanga
Provinces.
The above transactions do not constitute category transactions as defined in
the current JSE listing requirements.
EMPLOYEES SHARE INCENTIVE SCHEME
On 5 June 2002, 3 650 000 shares were issued to the Employees Share
Incentive Scheme to enable the scheme to grant share options to employees of
the Company. Details pertaining to these share options will be fully
disclosed to shareholders in due course.
PROSPECTS
Management continues to investigate opportunities that will provide the
company with strong cash flow in the short to medium term as well as
enhancing shareholder value. In this connection a number of projects are at
various stages of evaluation.
For and on behalf of the board -
T M G Sexwale (Chairman)
R B Shead (Director)
Declaration of interest and dividend payment number 12
Notice is hereby given that an amount of 40 cents per linked unit (which
comprises one ordinary share and one unsecured variable rate debenture)
representing an interest payment of 39.996 cents per debenture and a
dividend of 0.004 cent per share has been declared payable in respect of the
six months ended 31 March 2002.
In compliance with the requirements of STRATE, the electronic settlement and
custody system used by the JSE Securities Exchange South Africa, the company
has determined the following salient dates for the payment of the
distribution:
Last day to trade cum-distribution Friday, 28 June 2002
Shares commence trading ex-distribution Monday, 1 July 2002
Record date Friday, 5 July 2002
Payment of distribution Monday, 8 July 2002
Linked unit certificates may not be dematerialised/re-materialised between
Monday, 24 June and Friday, 5 July 2002, both days inclusive.
By order of the board - J Korsten (Company Secretary)
CONDENSED INCOME STATEMENTS
Group Company
6 months 9 months 6 months 6 months
to 31 Mar to 28 Feb to 31 Mar to 31 Mar
2002 2001 2002 2001
R`000 R`000 R`000 R`000
Turnover 1 224 - 28 609 155 236
(Loss)/profit before
interest and taxation (983) (5 021) 27 609 141 394
Net interest paid (15 458) (15 894) - -
Debenture interest payable (27 585) - (27 585) (177)
Share of pre-tax income
from associates 53 061 49 287 - -
Profit before taxation 9 035 28 372 24 141 217
Taxation (24 613) (18 926) - (49 485)
(Loss)/profit after taxation (15 578) 9 446 24 91 732
(Loss)/earnings per share (cents) (32,19) 53,05
Headline (loss)/earnings
per share (cents) (33,24) 46,16
Dividends per share (cents) 0,004 -
CONDENSED BALANCE SHEETS
31 March 30 Sept 31 March 30 Sept
2002 2001 2002 2001
R`000 R`000 R`000 R`000
Goodwill 137 002 - - -
Property, plant and equipment 258 - 258 275
Investment in associates 492 057 391 304 - -
Investment in subsidiary - - 753 545 -
Other investments 3 562 - 423 650
Current assets 164 453 432 162 294 169 020
797 332 391 736 916 520 169 945
Shareholders equity 491 890 108 334 876 650 107 944
Long term liabilities 264 496 282 276 - -
Current liabilities 40 946 1 126 39 870 62 001
797 332 391 736 916 520 169 945
CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY
Balance Reverse Share Balance
1 Oct acquisition Issued Net 31 March
2001 share issued for cash loss Dividends 2002
R`000 R`000 R`000 R`000 R`000 R`000
Share capital 1 77 415 61 - - 6 53
Share premium 2 384 9 650 56 440 - - 68 474
Debenture 1 77 415 61 - - 653
Debenture
Premium 49 330 633 308 68 335 - - 750 973
Acquisition
equity adjust (52 058) (369 548) - - - (421 606)
Accumulated
Profit 108 324 - - (15 578) (3) 92 743
108 334 274 240 124 897 (15 578) (3) 491 890
Balance Reverse Share Balance
1 Oct acquisition Issued Net 31 March
2001 share issued for cash loss Dividends 2002
R`000 R`000 R`000 R`000 R`000 R`000
Share capital 177 - - - - 177
Share premium 2 384 - - - - 2 384
Debenture 177 - - - - 177
Debenture
Premium 49 330 - - - - 49 330
Acquisition
equity adjust - (52 068) - - - (52 068)
Accumulated
profit - - - 9 446 - 9 446
52 068 (52 068) - 9 446 - 9 446
CONDENSED COMPANY STATEMENT OF CHANGES IN EQUITY
Balance Reverse Share Balance
1 Oct acquisition Issued Net 31 March
2001 share issued for cash loss Dividends 2002
R`000 R`000 R`000 R`000 R`000 R`000
Share capital 177 415 61 - - 6 53
Share premium 2 384 9 650 56 440 - - 68 474
Debenture 177 415 61 - - 653
Debenture
Premium 49 330 633 308 68 335 - - 750 973
Accumulated
Profit 55 876 - - 24 (3) 55 897
107 944 643 788 124 897 24 (3) 876 650
Balance Reverse Share Balance
1 Oct acquisition Issued Net 31 March
2001 share issued for cash loss Dividends 2002
R`000 R`000 R`000 R`000 R`000 R`000
Share capital 177 - - - - 177
Share premium 2 384 - - - - 2 384
Debenture 177 - - - - 177
Debenture
Premium 49 330 - - - - 49 330
Accumulated
Profit (13 691) - - 91 732 (70 888) 7 153
38 377 - - 91 732 (70 888) 59 221
CONDENSED CASH FLOW STATEMENTS
Group Company
6 months 9 months 6 months 6 months
to 31 Mar to 28 Feb to 31 Mar to 31 Mar
2002 2001 2002 2001
R`000 R`000 R`000 R`000
Cash flow from/(utilised in)
operating activities 38 316 (15 705) 11 547 69 322
Cash flow from/(utilised in)
investing activities 12 141 15 705 (106 636) 759
Cash flow from/(utilised in)
financing activities 104 215 - 121 995 -
Net increase in cash and
equivalents for the period 154 672 - 26 906 70 081
Cash and equivalents
at beginning of period 432 - 126 535 53 539
Cash and equivalents
at end of period 155 104 - 153 441 123 620
NOTES
1. The financial information has been prepared on the historical cost basis
in accordance with South African Statements of Generally Accepted Accounting
Practice and incorporates the accounting policies that are consistent with
those adopted in the previous period. The adoption of AC107 "Events after
the Balance Sheet Date", AC116 "Employee Benefits" and AC135 "Investment
Property" had no material effect on the current or prior period results.
2. The comparative Group results consist of the Mvelaphanda Platinum Group
Results from inception on 1 June 2000 to 28 February 2001. No significant
difference would arise if these comparatives had been prepared for the six
months to 31 March 2001.
3. Headline earnings per share is calculated using the following:
Group Group
6 months 9 months
31 March 2001 28 February 2001
(Loss)/profit after taxation (15 578) 9 446
Net goodwill amortised (508) (1 244)
Headline (loss)/earnings (16 086) 8 202
Weighted average number of
shares in issue 48 393 157 17 766 184
4. The rights, title and interest in 40 221 089 shares in Northam Platinum
Limited have been ceded and pledged to Rustenburg Platinum Mines Limited as
security for all the obligations the company may have to Rustenburg Platinum
Mines Limited.
5. The company has guaranteed the Trans Hex Group Limited debenture coupon
payments under the debenture issue agreement. The maximum potential
contingent liability as at 31 March 2002 is R80 085 248. This amount reduces
to Rnil over the 6-year term of the debenture, in accordance with each semi-
annual coupon payment made by Trans Hex Group Limited.
6. The interim financial results have been reviewed by the company`s
auditors PricewaterhouseCoopers Inc. This review opinion is available on
request from the Company Secretary.
Transfer Secretaries Registered office
Mercantile Registrars Limited 1 Albury Park
10th Floor First Floor, South Wing
11 Diagonal Street Magalieszicht Avenue
Johannesburg, 2001 Dunkeld West, 2196
(P O Box 1053, (P O Box 413420,
Johannesburg, 2000) Craighall, 2024)
Johannesburg
11 June 2002
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 10/06/2002 04:45:00 PM Produced by the SENS Department
