Notes to the condensed consolidated financial statements
1. BASIS OF PREPARATION
These condensed consolidated interim results for the six months ended 30 June 2021 have been prepared under the supervision of Ditabe Chocho CA(SA) (Financial Director), in accordance with and containing the information required by IAS 34: Interim Financial Reporting, as well as the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and the Financial Pronouncements as issued by Financial Reporting Standards Council, the requirements of the Companies Act of South Africa No. 71 of 2008 and the JSE Limited Listings Requirements.
1.1 Going concern
In determining the appropriate basis of preparation of the interim results, the directors are required to consider whether the Group can continue to be in operational existence for the foreseeable future. The financial performance of the Group is dependent upon the wider economic environment in which the Group operates.
These interim results are prepared on a going concern basis. The Board has undertaken a rigorous assessment of whether the Group is a going concern in the light of current economic conditions taking into consideration available information about future risks and uncertainties. The projections for the Group have been prepared, covering its future performance, capital and liquidity including performing sensitivity analyses. The Group has the benefit of a healthy balance sheet and unutilised debt facilities of over R1 billion headroom, through its 20.5% share of the Venture, that are available. The Group's forecasts and projections of its current and expected profitability, taking account of reasonably possible changes in production and performance, show that the Group will be able to operate within the level of its cash resources for at least the next 12 months.
The Board is satisfied that the Group is sufficiently liquid and solvent to be able to support the operations for the next twelve months.
1.2 Accounting policies
The accounting policies applied in the preparation of these interim results are in terms of International Financial Reporting Standards ("IFRS") and are consistent with those applied in the previous consolidated annual financial statements. The Group did not early adopt any new, revised or amended accounting standards or interpretations.
1.3 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the condensed consolidated interim results requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates are reviewed on an ongoing basis. Underlying assumptions are also reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.
In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the condensed consolidated interim results are as follows:
- Measurement of depreciation and impairment, useful lives and residual values of property, plant and equipment and intangible assets;
- Inputs used in the determination of the fair value of the sharebased payment transactions;
- Lease classification and depreciation of right of use assets;
- Assumptions used in calculation of the life of the mines/smelters, estimation of the closure and restoration costs and inputs used in the calculation of the present value of the provision for closure, restoration costs and discount rate applied;
- Fair value measurement of embedded derivative;
- Assumptions used in the assessment of expected credit losses on financial assets;
- Estimation of the tonnages extracted in determining the royalty provision; and
- Assumptions around joint control of the Venture.
2. DETERMINATION OF FAIR VALUES
A number of the accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities.
Fair values have been determined for measurement and/or disclosure purposes based on the methods as indicated below.
2.1 Embedded derivatives
The fair value of the embedded derivative is based on the latest available ferrochrome prices and closing foreign exchange rate. The embedded derivative at 30 June 2021 was R27.5m asset (Dec 2020: R2.47m liability) and is based on level 2 hierarchy per IFRS 13: Fair Value Measurement. The valuation is based on observable market inputs of prices and exchange rates.
The Merafe Resources 2020 Integrated Annual Report and the Merafe Resources 2020 annual financial statements are available on our website (www.meraferesources.co.za) and printed copies are available on request from the Company Secretary.
3. HEADLINE EARNINGS PER SHARE (CENTS)
| For the six months ended | ||||
| 30 June 2021 Unaudited R'000 |
30 June 2020 Unaudited R'000 |
|||
| Profit/(loss), total comprehensive income/(loss) for the period | 576 327 | (961 127) | ||
|---|---|---|---|---|
| Headline earnings/(loss) adjustment: | ||||
| Impairment | 5 824 | 1 340 000 | ||
| Profit on sale of property, plant and equipment | (53) | – | ||
| Deferred tax effect | (1 616) | (351 875) | ||
| Headline earnings for the year | 580 482 | 29 998 | ||
| Headline earnings per share (cents) | 23.2 | 1.1 | ||
| Diluted headline earnings per share (cents) | 23.2 | 1.1 | ||
| Ordinary shares in issue | 2 510 704 248 | 2 510 704 248 | ||
| Weighted average number of shares for the period | 2 501 134 951 | 2 510 704 248 | ||
| Diluted weighted average number of shares for the period | 2 501 134 951 | 2 510 704 248 | ||
4. REVENUE
| For the six months ended | ||||
| 30 June 2021 Unaudited R'000 |
30 June 2020 Unaudited R'000 |
|||
| Revenue from contracts with customers | ||||
| Ferrochrome revenue | 3 228 506 | 2 004 829 | ||
| Chrome ore revenue | 517 030 | 332 972 | ||
| 3 745 536 | 2 337 801 | |||
5. CAPITAL COMMITMENTS
| For the six months ended | ||||
| 30 June 2021 Unaudited R'000 |
30 June 2020 Unaudited R'000 |
|||
| Contracted but not provided for | 220 154 | 97 628 | ||
|---|---|---|---|---|
| Authorised but not contracted for | 358 282 | 245 864 | ||
| 578 436 | 343 492 | |||
6. RELATED PARTIES
| 6.1 | Related party transactions and balances | |||||||||||||||||||||||||||||||||||||||||||||||
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During the current reporting period, management reviewed its related party relationships in accordance with IAS 24: Related Party Disclosures. All related party transactions relate to Merafe's attributable 20.5% interest in the Venture. There were no outstanding commitments at period end.
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7. TAXATION
The Group’s annualised effective tax rate is 28% (June 2020: 25%) for the six months ended 30 June 2021.
8. EVENT DURING THE REPORTING PERIOD
In line with the general approval for the Company to acquire its own shares, from 4 January 2021, the Company started a share buyback program through which Merafe’s shares were repurchased from the open market. After the end of the period, 11 577 378 shares were repurchased for a total consideration of R5.8 million will be cancelled. After the reporting period, steps have been taken to cancel the repurchased shares. In due course, the necessary SENS announcement will be published in accordance with JSE Listing Requirements once the Company has cumulatively repurchased 3% of the Company’s issued share capital.
9. EVENTS AFTER THE REPORTING PERIOD
There have been no material events subsequent to 30 June 2021.
The riots and civil unrest that took place in South Africa, initially triggered on 7 July 2021, led to some disruption to our business. The unrest which was largely confined to the Gauteng and KwaZulu Natal provinces of the country led to some logistics disruptions. Further, a few of our suppliers declared force majeures. The impact of these disruptions, most of which have abated, has not been material on our business.
10. CHANGES TO THE BOARD
Following the resignation of Ms Belese Majova, an independent nonexecutive director, and Ms Mpho Mosweu, a non-executive director, in May 2021, Ms Nonhlanhla Mabusela-Aikhuere was appointed as an independent non executive director and chairperson of the Social, Ethics and Transformation Committee and member of the Audit and Risk Committee, with effect from 1 July 2021. Mr David McGluwa was appointed as a non-executive director and member of the Social, Ethics and Transformation Committee, with effect from 1 July 2021.
Mr Shaun Blankfield has tendered his resignation as a nonexecutive director of the Company, with effect from 6 August 2021. Mr Michael Toman was appointed as a non-executive director and member of the Remuneration and Nomination Committee, with effect from 6 August 2021. The Board thanks Mr Blankfield for his contributions to Merafe since 2015 and welcomes Mr Toman to Merafe and looks forward to his contributions to the Company.
11. DECLARATION OF AN ORDINARY DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2021
Notice is hereby given that a gross interim cash dividend of 7 cents per share (June 2020: Rnil cents per share) has been declared payable, by the Board, to holders of ordinary shares. The dividend will be paid out of income reserves.
The ordinary dividend will be subject to a local dividend tax rate of 20%. The net local ordinary dividend, to those shareholders who are not exempt from paying dividend tax, is therefore 5.6 cents per share. Merafe’s income tax number is 9550 008 602. The number of ordinary shares issued at the date of the declaration is 2 510 704 248.
The important dates pertaining to the dividend are as follows
| Declaration date: | Tuesday, 10 August 2021 |
| Last day for ordinary shares to trade cum ordinary dividend: | Tuesday, 31 August 2021 |
| Ordinary shares commence trading ex-ordinary dividend: | Wednesday, 1 September 2021 |
| Record date: | Friday, 3 September 2021 |
| Payment date: | Monday, 6 September 2021 |
Shareholders will not be permitted to dematerialise or rematerialise their share certificates between Wednesday, 1 September 2021 and Friday, 3 September 2021, both days inclusive.