1. Basis of preparation

 

These unaudited condensed consolidated interim results for the six months ended 30 June 2024 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, and for a South African company, the Financial Pronouncements as issued by the Financial Reporting Standards Council and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the requirements of the Companies Act of South Africa No. 71 of 2008 and the Johannesburg Stock Exchange (JSE) Limited Listings Requirements.

The unaudited condensed consolidated financial statements are presented in South African Rands, and all values are rounded to the nearest thousand (R’000), except where otherwise indicated.

1.1

Going concern

 

In determining the appropriate basis for the 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 available unutilised debt facilities. 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 twelve 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 the International Financial Reporting Standards (“IFRS”) and are consistent with those applied in the previous consolidated annual financial statements. The Group adopted the amendments to IAS 1 for the first time in the current year. The impact of the amendment is not material.

1.3

Significant accounting judgements and key sources of estimation uncertainty

 

The preparation of the unaudited condensed consolidated financial statements 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 unaudited condensed consolidated financial statements 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 share-based payment transactions, lease classification and depreciation of right-of-use assets;
  • Assumptions used in the 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 trade receivable subject to provisional pricing;
  • Assumptions around joint control of the Venture;
  • Impairment of non-financial assets — The Group determines whether any of the cash-generating units are impaired at each reporting date. This requires consideration of the current and future economic and trading environment and available valuation information, to ascertain if there are indications of impairment to those owned by the Group;
  • Inventories — The Group determines whether there is obsolete inventory on an annual basis and adjustments to the net realisable value of inventory as required;
  • Financial risk management — The Group assesses credit risk and the cash and cash equivalents and trade and other receivables. There has been no material increase in either liquidity risk and own credit risk based on this assessment; and
  • Contingent liabilities — the Group exercises judgement in measuring and recognising the provisions and the exposure to contingent liabilities related to unresolved tax matters. Judgements, including those involving estimations, are necessary in assessing the likelihood that a pending tax dispute will be resolved, or a liability will arise and to quantify the possible range of the tax exposure.

The global environment, the risk of adverse impacts on our revenue, costs and capital expenditure by the Group, were all taken into account in determining the accounting estimates and judgements for the period.

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 indicated below.

2.1

Trade receivables subject to provisional pricing terms

 

Trade receivables of R182 million (December 2023: R67 million) are subject to provisional pricing terms which are accordingly accounted for at fair value through profit and loss. Level 2 hierarchy per IFRS 13. The fair value at the reporting date is based on the latest available ferrochrome prices and closing ZAR:USD exchange rate of R18.24.

2.2

Long-term receivable

 

The Venture has an asset swap arrangement for mineral rights, where a receivable of R37 million (December 2023: R37 million) arises through ore recovery and the sale from mining in the rights area. Level 3 hierarchy per IFRS 13.

The discounted cashflow valuation technique was used with the key inputs being the discount rate, ZAR:USD exchange rate and a forward-looking chrome price. The cash flows are based on the life-of-mine plan of 10 years. The fair value at the reporting date is based on chrome ore prices of USD197.88 per metric ton, an average ZAR:USD exchange rate of 17.80 and a discount rate of 8.5%. There were no transfers between fair value hierarchy levels during the period. There was also no change in the valuation technique compared to the prior corresponding period.

3. Headline earnings per share

    For the six months ended
    30 June 2024 
Unaudited
 
R'000 
30 June 2023
Unaudited
R'000
  Gross    Net of taxation  Net of taxation
Earnings for the period attributable to equity holders of the parent   719 587  1 048 687
IAS 33 earnings   719 587  1 048 687
IAS 16 gains on the disposal of land and mineral rights (19 061)     (13 914)
IAS 16 gains on the disposal of land and rights (334)       (244)
Headline earnings   705 429  1 048 687
       
Headline earnings per share (cents)   28.2  42.0
Diluted headline earnings per share (cents)   28.2  42.0
Ordinary shares in issue   2 499 126 870  2 499 126 870
Weighted average number of shares for the period   2 499 126 870  2 499 126 870
Diluted weighted average number of shares for the period   2 499 126 870  2 499 126 870

4. Revenue

  For the six months ended
  30 June 2024
Unaudited

R'000
30 June 2023
Unaudited

R'000
Ferrochrome revenue 3 397 162 3 792 241
Chrome ore revenue 1 213 449 936 169
PGMs revenue 131 172 34 584
Revenue from contracts with customers 4 741 783 4 762 994
Other income 2 551 1 423
Revenue other than from contracts with customers 2 551 1 423
Total revenue 4 744 334 4 764 417

5. Capital commitments

  For the six months ended
  30 June 2024
Unaudited

R'000
30 June 2023
Unaudited

R'000
Contracted but not provided for 255 176 250 748
Authorised but not contracted for 519 153 448 864
Total capital commitments 744 329 699 612

6. Related parties

Related party transactions and balances

During the current reporting period, management reviewed its related party relationships in accordance with IAS 24: Related Party Disclosures. The Glencore plc Group is a related party taking into consideration the shareholding and related significant influence coupled with the substance of the relationship. Significant transactions and balances with all entities within the Glencore plc Group are therefore disclosed together with the comparative figures.

All related party transactions relate to Merafe's attributable 20.5% interest in the Venture. There were no outstanding commitments at period end.

Name of related party Description of relationship Transactions and balance

Industrial Development Corporation of South Africa Limited (“IDC”)

The IDC holds 21.9% of the issued share capital of the Company and has the ability to exercise significant influence over the Company as a result of its shareholding.

The IDC received non-executive directors’ fees for Mr D McGluwa. The IDC receives dividends declared by the Company.

At period end there are no amounts due to the IDC.

Glencore (Nederland) B.V. (“GN”)

GN holds 28.8% of the issued share capital of the Company and has the ability to exercise significant influence over the Company as a result of its shareholding.

At period end there are no amounts due to GN.

GN receives dividends declared by the Company.

Glencore Limited (Stamford) (“GLS”)

GLS acts as the Venture’s exclusive marketing agent to sell ferrochrome on its behalf and acts as a distributor in the USA and Canada.

Sales of ferrochrome of R348m (June 2023: R223m).

Commission expense on the sale of ferrochrome of R8m (June 2023: R4m).

Interest expense of R4m (June 2023: R5m).

The balance receivable at the reporting date, R315m (December 2023: R99m), is reduced as and when GLS receives funds from customers and is receivable 120 days after the bill of lading.

Glencore International AG
(“GIAG”)

GIAG acts as the Venture’s exclusive marketing agent to sell ferrochrome and chrome ore on its behalf.

The Venture purchases various raw materials from GlAG on an ongoing basis.

The Venture sells chrome ore to GlAG on an ad hoc basis.

Commission expense on sale of ferrochrome and chrome ore of R182m (June 2023: R190m).

Interest income of R11m (June 2023: R9m).

Marketing fee expense of R1m (June 2023: R1m).

Purchase of raw materials of R1m (June 2023: R0.5m).

Balance owing at the end of the period R43m (December 2023: R40m) payable on confirmation of final sales.

Char Technology Proprietary
Limited (“Chartech”)

Chartech sells raw materials to the Venture.

Purchase of raw materials of R63m (June 2023: R91m).

The balance owed at the reporting date is R10m (December 2023: R14m), payable 30 days from the statement date.

Glencore Holdings South Africa Proprietary Limited (“GHSA”)

GHSA offers the central treasury function for the Venture.

Interest income of R45m (June 2023: R32m).

Cash deposits of R823m (December 2023: R631m) and rehabilitation investment of R344m (December 2023: R328m).

Glencore Operations South Africa Proprietary Limited (“GOSA”)

GOSA is Merafe Ferrochrome and Mining Proprietary Limited’s partner in the Venture.

Cost recovered from PGMs tailings Rnil (June 2023: R2m).

Employee costs of R76m (June 2023: R76m).

Head-office costs of R7m (June 2023: R44m).

Lion housing costs of R10m (June 2023: R10m).

Training costs of R6m (June 2023: R4m).

Shared services costs of R6m (June 2023: R6m).

Balance owing at the end of the period of R17m (December 2023: R120m) payable 10 days after month end.

GOSA received the non-executive directors’ fees for Mr D Green.

At the reporting date, a loan of R148m (December 2023: R177m) is owed to Merafe Ferrochrome.

Glencore Property Management Company Proprietary Limited (“GPMC”)

GPMC provides rental property to the Venture.

Rental of CSI offices R0.2m (June 2023: R0.2m).

Balance owing at the reporting date of R0.04m (December 2023: R0.4m) payable 30 days from the statement date.

Astron Energy Proprietary Limited (“Astron”)

Astron sells fuel to the Venture.

Purchase of fuel of R18m (June 2023: R18m).

The balance owed at the reporting date is R4m (December 2023: R3m).

Cassian Trade AG (“Cassian Trade”)

Cassian Trade acts as the Venture’s exclusive marketing agent to sell ferrochrome and chrome ore on its behalf.

Receivable at the reporting date of R6m (December 2023: Rnil).

Impala Chrome Proprietary Limited (“Impala”)

Impala is an equity accounted investment by Unicorn Chrome Proprietary Limited which provides logistics support to the Venture.

Revenue from logistics, marketing and maintenance contracts of R19m (June 2023: R25m).

Receivable at the reporting date of R2m (December 2023: Rnil).

Unicorn Chrome Proprietary Limited (“Unicorn”)

Unicorn is a jointly controlled chrome tailings processing operation by the Venture.

Balance receivable at the end of the period of Rnil (December 2023: Rnil).

7. Taxation

The Group’s annualised effective tax rate is 28.26% (June 2023: 28.29%) for the six months ended 30 June 2024.

8. Inventories

During the reporting period, inventory of R1 million (December 2023: R2 million) was written down.

9. Change in estimate

During the current period, the discount rate applied in calculating the environmental rehabilitation provision was increased from 7.3% to 7.6%. This resulted in a change in estimate adjustment of R6 million (December 2023: R114 million). The decrease in the environmental rehabilitation provision was applied to property, plant and equipment and the remainder was applied to the statement of profit or loss and other comprehensive income.

10. Asset held for sale

On 16 August 2022, the Group agreed with GOSA to dispose of the mineral rights and land that form part of Boshoek mine. The liability directly associated with Boshoek mine was the environmental rehabilitation obligation, which formed part of the sale. The final regulatory approval was received from the Department of Mineral Resources and Energy on 5 June 2024, and all suspensive conditions of the sale were met on 20 June 2024.

Boshoek mine remained classified as a non-current asset held for sale for the period until the date of sale. Prior to and up to the date of sale, it was on care and maintenance.

11. Contingent liabilities

The Group is subject to direct and indirect tax in the South African jurisdiction. As a result, significant judgment is required to determine the Group’s income tax provision. The Group’s subsidiary undertakes various cross-border transactions within the Venture, subject to the Group’s transfer pricing policies.

On 31 December 2023, the previously reported transfer pricing matter was ongoing, which the Group is contesting with SARS. The Group responded to the SARS letter of audit findings for the 2016 and 2017 years of assessment on 30 April 2024. SARS is reviewing the Group’s response and feedback was pending at the reporting date. Management relies on opinions obtained from external legal and tax advisers to inform and support the significant judgement required in interpreting relevant tax legislation. The matter has been disclosed as a contingent liability as its outcome remains uncertain, and any potential tax exposure cannot be reliably estimated. Accordingly, no adjustment for any effects on the Group has been made in the consolidated financial statements.

12. Events after the reporting period

As reported above, on 8 August 2024, the Board resolved to declare an interim cash dividend of 20 cents (June 2023: 20 cents) per share for the six months ended 30 June 2024.

The directors are not aware of any material events which occurred after the reporting period and up to the date of authorisation of this report that may require adjustment or disclosure in these interim financial statements.

13. Declaration of an ordinary cash dividend for the six months ended 30 June 2024

Notice is hereby given that, on 8 August 2024, the Board resolved to declare a gross interim cash dividend of 20 cents (June 2023: 20 cents) per share, 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 Merafe shareholders ("Shareholders") who are not exempt from paying dividend tax is therefore 16 cents per share. Merafe’s income tax number is 9 550 008 602. The number of ordinary shares issued at the date of the declaration is 2 499 126 870.

The important dates pertaining to the dividend are as follows:

  2024
Last day for ordinary shares to trade cum ordinary dividend: Tuesday, 03 September
Ordinary shares commence trading ex-ordinary dividend: Wednesday, 04 September
Record date: Friday, 06 September
Payment date: Monday, 09 September

Shareholders will not be permitted to dematerialise or rematerialise their ordinary shares between Wednesday, 04 September 2024 and Friday, 06 September 2024, both days inclusive.

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