A n n u A l R e p o R t
2 0 1 4
Afarak is a growing, integrated chrome producer supplying specialist products
to the expanding steel and stainless steel industries. The Group is focused
on utilising its experience and technological advantages to deliver profitable
and sustainable growth.
CONTENTS
04 2014 Highlights
05 Our Business Model
08 Our Operation
10 Our Business Ethics
11 Our Strategy
12 Letter from the CEO
14 Our Resource Base
24 Corporate Governance Statement
27 Board of Directors
35 Executive Management Team
40 Remuneration Report
45 The Board of Directors Report
46 Review of 2014
63 Group’s Key Financial Figures
66 Formulas for Calculation
67 Consolidated income statement and comprehensive
income
69 Consolidated statement of financial position
70 Consolidated statement of cash flows
72 Consolidated statement of changes in equity
73 Notes to the Financial Statements
138 Income Statements (FAS)
139 Balance Sheet (FAS)
141 Statement of Cash Flow (FAS)
143 Notes to the Financial Statements of the parent
company
155 Signatures to the Board of Directors Report and
Financial Statements
156 Auditor’s Report
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3
Overview
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Zero Harm
continues being
a key focus, with
zero fatality rate
in 2014 .
The granulation
and converter
plant at Mogale
Alloys was
commissioned in
December 2014
and allowed the
production of
medium carbon
ferrochrome,
which will
affects positively
the profitability
of Mogale Alloys
in 2015
4
PRODUCTION
Mining-38.7%
Mining activity negatively affected by local unrest and
strike
Processing+53.3%
Processing increased substantially in both segments
during 2014
RESULTS
Revenue+27.4%
Sales volumes of processed material increased in both
segments and growth in trading operations
and growth in trading operations
EBITDA €8.4 million
EBITDA was negatively affected by weak US Dollar,
increase in production costs and writedowns in joint
venture operation
EBIT+€1.7 million
The Company achieved positive EBIT for the first time
since entering the mineral business
Profit €2.2 million
The profit was positively affected by the sales of part of
the saw mill equipment the Company acquired in 2008
2014 HIGHLIGHTS AFA RAK GRouP An nuAl RePoRt 2014
the Group’s chrome operations are split into two businesses: Speciality
Alloys in Europe and FerroAlloys in southern Africa. Speciality Alloys
consists of the Turkish mining operation TMS and the German processing
plant, EWW. FerroAlloys consists of the Stellite mining operation, the
Mecklenburg mining operation and the alloy processing plant, Mogale
Alloys..
Afarak exports raw chrome ore directly to China through it’s business
partners and through its centralised sales and marketing arm RCS, sells
a diverse range of chrome products to customers worldwide, operating
in the stainless steel and steel sectors, including the automotive,
aerospace and power generation industries.
M I N I N G
P R O C E S S I N G
P R O D U C T S
Speciality Alloys
TMS (Turkey)
EWW (Germany)
Chome Ore
low Carbon Ferrochrome
ultra low Carbon Ferrochrome
Speciallity low Carbon
Ferrochrome
RCS (Malta)
Sales & Marketing
FerroAlloys
Synergy Afriva Group (JV)
Stellite Mine (South Africa)
Mecklenburg Mine (South Africa)
Moglae Alloys (South Africa)
Chrome Ore
Plasma Charge Ferrochrome
Medium Carbon Ferrochrome
Silico Manganese
5
OUR BUSINESS MODELOverview AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Finland
OM:AFAGR
Turkey
Kavak & Tavash mines
Malta
GroupHQ
RCS, sales & marketing
UK
LSE: AFRK
Germany
EWW processing plant
South Africa
Stellite mine,
Mecklenburg
Mogale processing plant
mine,
USA
Speciality Super Alloys,
sales & marketing
aNNUaL
CaPaCITy
FerroAlloys Segment
Mogale 110,000MT
Stellite mine 240,000MT
Meckleburg mine 240,000MT
Speciality Alloys Segment
TMS 71,000MT
EWW 36,000MT
2014
MINING
PROCESSING
SAleS & MARKetinG
FerroAlloys
Segment
Production
268,351MT
EMPLOYEES
56
ENERGY
Production
72,677MT
EMPLOYEES
280
ENERGY
Revenue
euR 74.8m
Sales Volumes
247,591MT
EBITDA
3,684,569 KWh
372,383,160 KWh
euR 3.1m
Speciality Alloys
Segment
Production
35,848MT
EMPLOYEES
219
ENERGY
Production
28,784MT
EMPLOYEES
123
ENERGY
Revenue
euR 97.8m
Sales Volumes
42,956MT
EBITDA
8,723,589 KWh
95,568,210 KWh
euR 7.9m
6
OUR BUSINESS MODEL
AFA RAK GRouP An nuAl RePoRt 2014
Sales
Mix
-‐
2014
Other
9%
SiMn
14%
SSA
0%
ChCr
8%
LC/ULC
FeCr
9%
CrOre
(Turkey)
4%
Revenues
from
external
customers
2014
Non-‐Current
assets
2014
Other
countries
12%
Other
countries
14%
Finland
4%
Africa
14%
China
2%
United
States
24%
EU
countries
8%
Africa
79%
CrOre
(SA)
56%
Other
EU
countries
45%
Ferrochrome is a material
that is essential to produce
stainless steel and other
specialty steels. In addition
to chromium content, carbon
level is commonly used
to determining the price
differential between the
various ferrochrome grades
Ferrochrome from southern
Africa is known as ‘charge
chrome’ and it is the most
widely used ferrochrome
type for the production of
stainless and alloy steels.
Our material Plasma
Ferrochrome is with ultra
low P content in respect
with standard Charge
Chrome.
Low and ultra low carbon
ferrochrome produced by
EWW is used for in specialist
applications such as engineering
steels where low carbon
content, high chromium to iron
ratio and minimum levels of
other elements such as sulfur,
phosphorus and titanium are
important.
Afarak’s product range supplies global customers
S
T
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P
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M
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T
S
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C
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S
U
D
N
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Chrome Ore
Plasma Charge Chrome
Stainless Steel Alloy
Silico Manganese
Ferrochrome smelters
Stainless steel smelters
Carbon steem mills
Stainless steel smelters
Cutlery
Automotive
Appliances
Construction
Architectural
Rail
Chemical applications
Automotive
Construction
Infrastructure
Housing
Appliance
Shipping
Industrial machinery
Medium Carbon
low Carbon
ultra low Carbon
Speciality low Carbon
Ferrochrome
Tool and high speed
steels
Engineering steel
High stenght low alloy
steel
Carbon steel mills
Areospace
Automotive
Engineering
Plastics
Machinery
Yellow goods
(mining equipment)
Structural applications
Nuclear power plant
tubing/pipes
7
Overview
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Our Operations
Speciality Alloys
Afarak’s Speciality Alloys business produces niche low Carbon and ultralow Carbon Ferrochrome
products and comprises a vertically integrated business consisting of the turkish mining operation,
TMS and the German processing plant, EWW.
Turk Maadin Sirketi (“TMS”)
turk Maadin Sirketi was first established in March 1918 in İstanbul under the title “osmanlı–Alman
Maadin Şirketi”, (ottoman-German Mining Co). Afarak acquired the company in 2008. the production
facilities are located in Kavak, in the eskisehir province, and in tavas, in the Denizli province, both in
Turkey. The operations consist of open pit and underground operations and processing facilities.
The chrome ore is processed into special grade, highly concentrated chromite concentrate and delivered
for further processing to the Group’s processing operations, eWW in Germany for the production of low
Carbon and ultralow Carbon Ferrochrome. the lumpy chrome ore produced at tMS is mainly supplied
directly to stainless steel manufacturers in China and India.
Reserves and resources
Annual production capacity
2014 production
7,116,460 MT
71,000 MT
35,848 MT
Elektrowerk Weisweiler (“EWW”)
elektrowerk Weisweiler was established in 1917 and is located at eschweiler-Weisweiler, Germany.
Afarak acquired the company in 2012 with a transaction that completed the vertical integration of the
Specialty Alloys business: processing of the chromite concentrate produced by tMS in turkey is carried
out at EWW.
EWW is a highly specialised smelting operation, producing a range of specialist products, such as
specialised low Carbon and ultralow Carbon Ferrochrome which are then sold internationally to
customers in the automotive, aerospace and power generation industries, by RCS, the Group’s sales
and marketing division.
Annual production capacity
2014 production
36,000 MT
28,784 MT
8
AFA RAK GRouP An nuAl RePoRt 2014
FerroAlloys
Afarak’s FerroAlloys business is located in southern Africa and consists of the Stellite chrome mine, the
Mecklenburg mine and the Mogale Alloys processing plant in South Africa.
The Stellite Mine
The Stellite mine was acquired in late 2010, as part of the Chromex joint-venture acquisition that is 51
% owned by Afarak. Stellite the primary ore supply to Mogale Alloys, thereby integrating the FerroAlloys
business. excess lumpy chrome ore mined at Stellite is exported directly to China. Stellite is located on
the western limb of the Bushveld complex in South Africa, where 70% of the world’s chrome resources
are located. BEE partners own 19% of the operation.
The mine commenced operations in July 2008. The open cast mining is outsourced to a contractor.
the beneficiation plant comprises of a dense media separation (DMS) plant and a spirals circuit. the
mine produces a 42% and 44% metallurgical grade chrome concentrate which is transported by road to
Mogale Alloys and a 38% lumpy chrome ore, which is exported to China.
Resources (Chrome Ore)
Resources (PGM)
Annual production capacity
2014 production
28,744,000 MT
1,009,694 oz
480,000 MT
268,351 MT
The Mecklenburg Mine
the Mecklenburg Mine, part of the Chromex joint-venture, is located on the eastern limb of the Bushveld
Complex, well known for hosting much of the world’s known resources of platinum, but also a major
source of chromite. the Mecklenburg mine started full production in July 2013. So far the operation has
been an open pit operation but the Company is currently evaluating underground mining at Mecklenburg.
Resources (Chrome Ore)
Resources (PGM)
Annual production capacity
2014 production
8,836,000 MT
0 oz
480,000 MT
268,351 MT
9
Overview AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
FerroAlloys
Mogale Alloys
Afarak acquired Mogale Alloys in 2009, providing it with access to the bulk minerals processing sector
in South Africa. the acquisition marked a strategic step forward for the Group by providing access to
direct current (DC) furnace technology.
Mogale operates four furnaces; two submerged arc furnaces and two DC furnaces. these furnaces are
capable of producing four key products: silico manganese, plasma ferrochrome, charge ferrochrome
and stainless steel alloy (chromium-iron-nickel alloy). Furthermore, in 2014 Afarak completed the
installation of ferroalloy refining and granulation plant which enabled the production of medium carbon
ferrochrome.
Annual production capacity:
2014 production
110,000 MT
72,677 MT
Vlakpoort - Prospecting Right
Vlakpoort prospecting right was bought in 2012 it’s expected to start production in 2016. Vlakpoort
is located in South Africa. the surface right is owned by Afarak. the total resources including target
recources are 18,072,000 tonnes chromite resources and 20,390,000 tonnes PGM resources. The
planned production is approximately 30,000 tonnes run of mine per month.
Boschhoek - Prospecting Right
the South African Boschhoek prospecting right was bought in 2012 and is still in the exploration stage.
The potential resources at this stage are 317,000 tonnes high grade chromite resources.
OUR BUSINESS ETHICS
Afarak seeks to conduct its business in a responsible and ethcal manner for the
benfit of all its stakeholders:
• Ensure employees have a safe and healty work in which to develop and grow
• offering a work culture that harnesses diversity, equal opportunities and team work
• Making positive contributions to the local communities in which it operates and building long-term
relationships
• Respecting the environment and minimising its footprint as much as possible
• Adopting the priciples behind the uK Bribery Act, which is currently considered best practice in
the world
• Being a proactive participant in the industry, engaging with fellow chrome producers and government
to adress challenges and find sustainable, long-term solutions
• leading by example, demonstrating commitment through action not just words
10
AFA RAK GRouP An nuAl RePoRt 2014
OUR STRaTEGy
Afarak’s goal is to maximize business growth and increase shareholder value by focusing at
diversification, specialization and consolidation. We also aim to enhance our value chain and improve
efficiencies in order to achieve better financial performance.
1. Diversification
Afarak aims to diversify its product range within
the mineral and metals segment in order to enable
the Company’s sales and marketing arm to increase
trading volumes for higher profitability
2. Specialization
Afarak aims to concentrate on and further develop
its highly specialised niche products in order to
strengthen our position in the market.
3. Consolidation
Afarak aims to grow its asset base geographically,
penetrate additional commodity markets and enhance
synergies by identifying potential consolidation
opportunities
4. Enhancing our Value Chain
Afarak aims to improve the value chain and deepen
the vertical integration of the Company in order to
reach better performance
Development of current operations
Afarak has started the evaluation process of the various projects and also aims to continue working
to increase its chrome ore production.
Short term
• investment in a fines recovery beneficiation plant in our turkish mines
• investment in dryer in the ferrochrome furnace at Mogale and the utilisation of burnt lime in the
production process
Medium Term
• Investment evaluation of ferrosilico chrome plant at EWW
• Investment evaluation of slag recycling at EWW
• Commencement of open pit mining activities at Vlakpoort mine in South Africa
• Commencement of underground mining activities at Eagle mine in Turkey
• Commencement of underground operations at Mecklenburg mine in South Africa
• Commencement of underground operations at Stellite mine in South Africa
11
Overview AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Dear Shareholder,
Whilst Afarak has made positive steps going forward,
it has done so against the background of an economic
environment, which continues to be tough. Prices
have not recovered and it has been a turbulent year
in terms of the social and political environment in
which we operate.
Throughout 2014, the Group continued to make
strong savings initiatives and restructured its
operations. This cost cutting drive is an on going
exercise and we continue to identify further areas for
cost efficiencies in both our mining operations and
areas of administration. We will continue to retain
our solid customer base by providing clients with
superior quality market products, guaranteeing the
Group’s future long-term contracts.
With prices falling against the backdrop of a volatile
economic climate, the year saw our teams focus on
maximizing production from our assets in turkey and
South Africa, and successfully restricting cost inflation
to a minimum. the industry is facing significant
challenges although we believe that the long-term
fundamentals are strong. Those challenges are mainly
around price, including its volatility, as well as rising
costs and increasingly challenging technical mining
conditions. Careful management of cash is therefore
critical ahead of market recovery. In view of these
unpredictable environments we have identified a
niche market in specialty alloys, in which we want
to direct focus. As a result of such an orientation
the Group committed to a significant investment in
the granulation and converter plant at Mogale Alloys
in South Africa. these valuable assets will enable
us to increase our profit margins in higher yielding
products.
The Group has focused on increasing revenue and
profitability, which is evident in our financial reports
and this will enable us to fulfill our commitment to
reward our shareholders by way of dividends. in
the past two financial years we have been able to
make such payments and it is our intention to be in
a position to continue to do so in 2015.
our commitment to zero harm and safe production
in our work place remains undiminished. The full
year mining safety record has been commendable
and we remain completely focused on improving
safe working environments for all of the Group’s
employees.
Despite facing difficult conditions Afarak performed
well in 2014. The volumes of processed ferrochrome
increased substantially in 2014 by 53.3% as a result
of higher demand in the Speciality Alloy segment
where production increased by 23.8% over 2013. in
the FerroAlloy segment we saw an increase of 69.2%
as Mogale Alloys produced throughout the year and
unlike in 2013, did not participate in eskom’s electricity
buyback program. the tonnage mined during the year
was negatively affected by the temporary suspension
of the Mecklenburg mine production and the strike
and lockout at the turkish mines. unfortunately
these events caused a decrease of 38.7% compared
to year 2013.
12
Letter fromthe ChIef eXeCUtIVe offICer AFA RAK GRouP An nuAl RePoRt 2014
the Group’s revenue in 2014 improved with an
increase of 27.4%. Speciality ferrochrome prices
remained stable during the year, whilst charge chrome
prices were weak and remain below the high levels
seen in 2013. Furthermore, the increase in the cost
of production caused by higher raw material costs
in the Speciality Alloys segment and higher energy
cost in the Ferroalloys segment affected our results
negatively.
2014 was a year where we saw a good increase
in demand for ferrochrome but unfortunately the
increase was not reflected in prices. the possible
price increase was pushed away by the strengthening
of the uS dollar in Q4 2014 which on the other hand
helped to increase revenue on conversion of uS
dollar denominated transactions. Despite it remains
difficult to predict, in the long term we believe that
ferrochrome prices, particularly the speciality and
super alloys segment, have potential to recover to
higher levels which we would expect to result in
improved margins. The granulation and converter
plant at Mogale Alloys was commissioned in December
2014 and enabled the production of medium carbon
ferrochrome, a niche product, which should affect
positively the profitability of Mogale Alloys in 2015.
i’m pleased to say that despite a lower eBitDA we
managed to achieve positive eBit throughout the first
three quarters of 2014. We would also have achieved
a positive eBit in the fourth quarter of 2014 but
unfortunately asset write-downs in our joint venture
operation pushed our results down. We venture forth
into 2015 with a more favourable uS dollar rate and
a lean and committed team, which aims to find ways
to improve profitability also in 2015.
i am confident that we have implemented the right
strategy and plan to fulfill long-term value from the
Group’s assets and existing infrastructure for the
benefit of all our shareholders. We expect the market
to remain difficult, but the medium and long-term
fundamentals of ferrochrome along with specialty
alloys remain solid and we continue to work hard to
be best positioned to take advantage of changing
conditions. together with our excellent asset base
and improving global economic circumstances, all
indicate, toward better times ahead. it has been a
very tough and trying year for the Group but i believe
that it has emerged strong and that we can face 2015
with renewed confidence.
Dr Danko Konchar
13
Overview AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Our Resource Base
14
MG4
MG3
MG2
MG1
AFA RAK GRouP A nnuAl RePoRt 2014
Mineral Resource and Mineral Reserve¹ Statement for chromite for the Afarak Group in Southern-
Africa as at 31 December 2014.
Mineral Reserves1 (ROM Feed numbers)
Mineral Resources (Geological Losses Applied)
Tonnage
(kt)
Cr2O3
(%)
Cr:Fe
ratio
Tonnage
(kt)
Cr2O3
(%)
Cr:Fe
ratio
PROVED:
MEASURED:
Stellite; Underground
Stellite; Underground
MG4
MG3
MG1
LG6
MG4
MG3
MG1
4,568
34.98
1.36 LG6
Stellite; Open Pit
Stellite; Open Pit
14
30.67
1.20 MG4
96
30.64
1.18 MG3
4,810
33.59
2,830
31.51
3,460
35.30
5,680
37.70
29
371
31.86
31.68
1.24
1.19
1.28
1.41
1.22
1.19
31.00
1.23 MG2
188
37.20
1.32
33.34
1.31 MG1
158
39.00
1.40
-
-
LG6+6A
70
33.68
1.37 LG6+6A
120
38.11
1.46
Mecklenburg; Underground
Mecklenburg; Underground
LG6
3,416
41.47
1.57 LG6
4,495
43.36
1.59
Mecklenburg; Open Pit
Mecklenburg; Open Pit
LG6+6A
90
40.76
1.58 LG6+6A
123
44.10
1.64
Vlakpoort; Open Pit
Vlakpoort; Open Pit
LG1-3
LG5
LG6+6A
MG1-4
uG1-2
74
38.37
1.81 LG1-3
90
31.50
1.40 LG5
245
34.73
1.42 LG6+6A
17
28.23
1.35 MG1-4
16
18.95
1.03 uG1-uG2
Vlakpoort; Underground
Vlakpoort; Underground
LG6
uG2
Total Proved
PROBABLE:
LG6
uG2
8,696
37.47
1.45 Total Measured
INDICATED:
Stellite; Underground
Stellite; Underground
MG4
MG3
MG1
MG4
MG3
MG1
75
39.41
149
33.28
250
35.07
35
28.72
21
19.93
1.84
1.42
1.43
1.36
1.07
150
41.72
1.53
813
23,757
24.68
36.29
1.19
1.36
1,490
33.80
1,040
31.88
1.25
1.20
800
36.50
1.30
15
Overview
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Mineral Reserves1 (ROM Feed numbers)
Mineral Resources (Geological Losses Applied)
LG6
Stellite; Open Pit
MG4
MG3
MG2
MG1
Tonnage
(kt)
Cr2O3
(%)
Cr:Fe
ratio
Tonnage
(kt)
Cr2O3
(%)
Cr:Fe
ratio
1,241
34.26
1.35 LG6
1,600
37.50
1.41
Stellite; Open Pit
575
31.26
1.21 MG4
254
30.82
1.19 MG3
1,160
32.35
990
31.68
1.23
1.19
30.99
1.22 MG2
320
37.30
1.31
33.25
1.31 MG1
260
38.80
1.41
-
-
LG6+6A
165
33.88
1.37 LG6+6A
280
38.54
1.46
Mecklenburg; Underground
Mecklenburg; Underground
LG6
2,273
41.45
1.57 LG6
3,008
43.37
1.59
Mecklenburg; Open Pit
Mecklenburg; Open Pit
LG6+6A
59
40.76
1.58 LG6+6A
72
44.10
1.64
Vlakpoort; Open Pit
Vlakpoort; Open Pit
LG1-3
LG5
LG6+6A
MG1-4
uG1-2
49
38.83
1.78 LG1-3
83
27.80
1.45 LG5
204
33.87
1.38 LG6+6A
13
28.83
1.35 MG1-4
11
21.77
1.13 uG1-uG2
Vlakpoort; Underground
Vlakpoort; Underground
LG6
uG2
LG6
uG2
113
163
278
26
29
947
483
Total Probable
4,927
36.99
1.44 Total Indicated
13,059
40.12
28.92
34.73
29.28
22.91
37.71
24.68
36.45
1.84
1.42
1.42
1.36
1.15
1.45
1.19
1.38
Proved & Probable
Reserves
13,623 37.30
1.44
Measured & Indicated
Resources
36,816
36.35
1.36
INFERRED
Stellite; Open Pit
MG4
MG3
MG2
MG1
1,480
33.18
790
32.64
210
37.10
80
38.90
LG6+6A
40
37.82
Mecklenburg; Underground
1.24
1.26
1.32
1.41
1.44
LG6
1,138
43.41
1.59
Mecklenburg; Open Pit
LG6+6A
0
43.44
1.59
Vlakpoort; Open Pit
LG1-3
LG5
86
40.58
144
29.51
1.83
1.49
16
AFA RAK GRouP A nnuAl RePoRt 2014
Mineral Reserves1 (RoMFeednumbers)
Mineral Resources (Geological Losses Applied)
Tonnage
(kt)
Cr2O3
(%)
Cr:Fe
ratio
LG6+6A
MG1-4
uG1-uG2
Tonnage
(kt)
Cr2O3
(%)
467
33.18
29
27.50
38
24.78
Vlakpoort; Underground
LG6
uG2
Waylox; Open Pit
Alluvial
597
909
0
Inferred Resources
6,008
41.77
24.68
27.00
34.80
Cr:Fe
ratio
1.39
1.27
1.18
1.42
1.19
2.40
1.35
Total Reserves
13,623
37.30
1.44
Total Resources (Excl
Target²)
42,824
36.13
1.36
TARGET²
Vlakpoort; Underground
LG6
uG2
Vlakpoort; Open Pit
LG1
LG2
LG3
LG5
LG6+6A
MG1
MG2
MG3
MG4+4A
uG1
uG2
Target² Resources
Total Resources (Incl
Target²)
6,067
42.65
1,538
24.68
29
39.45
17
43.56
61
28.92
130
39.77
1,841
37.61
6
24.29
209
33.22
50
25.55
1.54
1.19
1.74
1.90
1.42
1.64
1.51
1.11
1.52
1.26
513
27.18
1.03
453
27.91
1,356
12,270
32.50
36.98
55,094
36.32
1.14
1.29
1.43
1.38
• Mineral Reserves¹ used in SAMREC and IMMM Codes whereas termed Ore Reserves in the JORC Code
• target Resources² used in JoRC Code whereas termed Pre-Resource Mineralization in the SAMReC Code.
the information in this report that relates to exploration results for Stellite is based on information compiled
by the MSA Group. the information in this report that relates to exploration results for Mecklenburg is based
on information compiled by Andrew Scogins as listed below. the information in this report that relates to
exploration results for Vlakpoort is based on information compiled by the Competent Person. the Competent
Person has sufficient experience which is relevant to the style of mineralisation and types of deposits under
consideration, and to the activity which has been undertaken, to qualify as a Competent Person as defined
by the 2004 edition of the Australasian Code for Reporting of exploration Results, Mineral Resources and
Ore Reserves (JORC), the 2001 Code for reporting of Mineral Exploration Results, Mineral Resources and
Mineral Reserves in the united Kingdom, ireland and europe (iMMM) as well as the 2007 edition of the South
17
Overview
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC). The
team of people involved in the MSA estimation process is listed below:
Person:
Position:
Affiliations:
Andrew Scogings
Geological Consultant
MAusIMM, MAIG
Sifiso Siwela
Mike Hall
Exploration Project Manager
Pr.Sci.Nat, MGSSA
Mineral Resources Consultant
Pr.Sci.Nat, MGSSA, MAusIMM
A major positive feature of this year’s estimation is the gain of 1.0 million tonnes in the Measured and
Indicated Resource category due to the trenching and drilling at Vlakpoort and the overall gain of 1.7 million
tonnes. the gain was despite the depletion at Stellite and Mecklenburg as well as the loss of Waylox. the
gain at Vlakpoort was actually 2.3 million tonnes. The overall result is therefore an improvement in the
mineral asset value of Afarak.
the Measured and indicated Mineral Resources for Stellite declared as at 31 December 2014 decreased
from that declared in December 2013 due to depletion in the open pit. this resulted in a 0.3 million tonnes
decrease.
the Measured and indicated Mineral Resources for Mecklenburg declared as at 31 December 2014 decreased
from that declared in December 2013 due to depletion in the open pit. this resulted in a 0.1 million tonnes
decrease.
the Measured and indicated Mineral Resources for Vlakpoort declared as at 31 December 2014 increased
from that declared in December 2013 due to trenching and drilling. this resulted in a 1.4 million tonnes
increase.
the combined Stellite, Mecklenburg and Vlakpoort Mineral Resources declared as at 31 December 2014
increased from that declared in December 2013, by 1.719 million tonnes and the Cr2o3 grade decreased
by 1.33% and the Cr to Fe ratio by 0.03.
the Mineral Reserves¹ for Stellite declared as at 31 December 2014 decreased by 2.134 million tonnes from
that declared in December 2013, due to the removal of the MG1 and MG2 from the mine plan and the change
of the MG3 and MG4 high walls to 10 meters and 20 meters respectively from the previous 40 meters.
the Mineral Reserves¹ for Mecklenburg declared as at 31 December 2014 decreased by 0.153 million tonnes
from that declared in December 2013, due to depletion in the open pit.
the Mineral Reserves¹ for Vlakpoort declared as at 31 December 2014 increased by 0.424 million tonnes
from that declared in December 2013, due to trenching and drilling.
the combined Stellite, Mecklenburg and Vlakpoort Mineral Reserves¹ declared as at 31 December 2014
decreased from that declared in December 2013, by 1.863 million tonnes (mainly due to the changes at
Stellite) and the Cr2o3 grade increased by 0.52% and the Cr to Fe ratio by 0.02.
H.B. Swart Pr.Sci.Nat MGSSA
Mineral Resource Manager and
Competent Person for Afarak SA
18
AFA RAK GRouP An nuAl RePoRt 2014
Mineral Resource and Mineral Reserve1 Statement for PGMs for the Afarak Group in Southern-Africa as at
31 December 2014.
Mineral Reserves1 (ROM Feed numbers)
Mineral Resources (Geological Losses Applied)
Tonnage
2E+Au
Tonnage
2E+Au
(kt)
(g/t)
Ozs
(kt)
(g/t)
Ozs
PROVED:
MEASURED:
Stellite; Underground
Stellite; Underground
MG4
MG3
MG1
LG6
MG4
MG3
MG1
LG6
Stellite; Open Pit
Stellite; Open Pit
MG4
MG3
MG2
MG1
MG4
MG3
MG2
MG1
LG6+6A
Vlakpoort; Open Pit
LG6+6A
Vlakpoort; Open Pit
LG1-3
LG5
LG6+6A
MG1-4
uG1-MR
LG1-3
LG5
LG6+6A
MG1-4
3,050
1.18 115,723
1,720
1.86 102,868
2,250
0.79
57,154
3,191
0.63
64,641
29
221
110
60
39
1.14
1,063
1.46 10,375
1.62
5,730
0.71
1,370
0.49
614
75
0.24
579
149
0.74 3,545
250
0.86 6,913
35
1.18
1,328
22
3.55
2,511 uG1-MR
33
5.62
5,963
Vlakpoort; Underground
Vlakpoort; Underground
LG6
uG2
MR
Total Proved
PROBABLE:
Stellite; Underground
MG4
MG3
MG1
LG6
LG6
uG2
MR
22
2,511 Total Measured
INDICATED:
Stellite; Underground
MG4
MG3
MG1
LG6
Stellite; Open Pit
Stellite; Open Pit
MG4
MG3
MG2
MG1
LG6+6A
MG4
MG3
MG2
MG1
LG6+6A
150
0.46
2,219
813
4.62 120,774
503
12,678
3.64 58,872
1.37 559,732
3,020
1.24
120,412
2,141
1.86 128,047
1,810
0.80 46,559
3,220
0.54 55,910
880
1.18 33,389
690
260
130
70
1.59
35,277
1.66 13,878
0.74 3,093
0.48 1,080
19
Overview
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Mineral Reserves1 (ROM Feed numbers)
Mineral Resources (Geological Losses Applied)
Tonnage
2E+Au
Tonnage
2E+Au
Vlakpoort; Open Pit
Vlakpoort; Open Pit
LG1-3
LG5
LG6+6A
MG1-4
uG1-MR
LG1-3
LG5
LG6+6A
MG1-4
21
5.56
3,754 uG1-MR
Vlakpoort; Underground
Vlakpoort; Underground
LG6
uG2
MR
Total Probable
Proved & Probable
Reserves
LG6
uG2
MR
21
43
3,754 Total Indicated
6,266
Measured & Indicated
Resources
INFERRED
Stellite; Underground
MG4
MG3
MG1
LG6
Stellite
Open Pit
MG4
MG3
MG2
MG1
113
0.22 799
163
0.60 3,145
278
0.96 8,581
26
43
947
483
1.28 1,070
4.96 6,858
0.34 10,353
4.62 71,751
376
14,650
3.64 44,008
1.24 584,210
27,328
1.30 1,143,942
200
20
190
860
1.59
10,225
1.86
1,196
0.78
4,765
0.48
13,273
-
1,970
1.27
80,447
1,240
1.51
60,206
310
0.76
7,576
140
0.63
2,836
LG6+6A
490
0.47
7,405
Vlakpoort; Open Pit
LG1-3
LG5
LG6+6A
MG1-4
uG1-MR
Vlakpoort; Underground
LG6
uG2
MR
Waylox; Open Pit
86
0.18
498
144
467
29
46
597
909
560
0.36
0.78
1.50
1.39
1,667
11,713
1,399
2,056
0.30
5,759
4.62
135,035
3.64
65,543
Alluvial
0
0.40
-
Inferred Resources
8,258
1.55
411,598
20
Total Reserves
43
AFA RAK GRouP A nnuAl RePoRt 2014
6,266
Total Resources (Excl
Target²)
TARGET²
Vlakpoort; Underground
LG6
uG2
MR
Vlakpoort; Open Pit
LG1
LG2
LG3
uG2
LG5
36,144
1.36 1,580,121
6,067
0.42
81,934
1,538
4.62
228,475
641
3.64
75,024
29
17
61
0.18
168
0.11
60
0.19
373
1356
5.51
240,243
130
0.15
627
LG6+6A
1841
0.88
52,093
MG1
MG2
MG3
MG4+4A
uG1
6
0.23
44
209
50
513
453
1.44
9,677
1.73
2,781
1.66
27,382
0.43
6,263
MR
Target² Resources
Total Resources (Incl
Target²)
204
13,115
1.92 12,594
737,738
1.75
48,701
1.46 2,293,278
• Mineral Reserves¹ used in SAMREC and IMMM Codes whereas termed Ore Reserves in the JORC Code
• target Resources² used in JoRC Code whereas termed Pre-Resource Mineralization in the SAMReC Code.
• Mineral Reserves were declared for Vlakpoort for the first time
• the PGM rights at Mecklenburg do not belong to Afarak and therefore do not satisfy all requirements
for reporting.
• no Mineral Reserves could be declared for Stellite yet as the feasibility study to extract PGMs, are still
in progress.
the information in this report that relates to exploration results for Stellite is based on information compiled
by the MSA Group. the information in this report that relates to exploration results for Vlakpoort is based
on information compiled by the Competent Person. the Competent Person has sufficient experience which
is relevant to the style of mineralisation and types of deposits under consideration, and to the activity which
has been undertaken, to qualify as a Competent Person as defined by the 2004 edition of the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC), the 2001 Code for
reporting of Mineral exploration Results, Mineral Resources and Mineral Reserves in the united Kingdom,
Ireland and Europe (IMMM) as well as the 2007 edition of the South African Code for Reporting of Exploration
Results, Mineral Resources and Mineral Reserves (SAMREC). The team of people involved in the MSA estimation
process is listed below:
21
Overview
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Person:
Position:
Affiliations:
Andrew Scogings
Geological Consultant
MAusIMM, MAIG
Sifiso Siwela
Mike Hall
Exploration Project Manager
Pr.Sci.Nat, MGSSA
Mineral Resources Consultant
Pr.Sci.Nat, MGSSA, MAusIMM
the Measured and indicated Mineral Resources for Stellite declared as at 31 December 2014 decreased
from that declared in December 2013 due to depletion in the open pit. this resulted in a 0.2 million
tonnes decrease.
the Measured and indicated Mineral Resources for Vlakpoort declared as at 31 December 2014 increased
from that declared in December 2013 due to trenching and drilling. this resulted in a 1.347 million
tonnes increase.
the combined Stellite and Vlakpoort Mineral Resources declared as at 31 December 2014 increased from
that declared in December 2013, by 2.511 million tonnes and the PGM grade increased by 0.17g/t.
H.B. Swart Pr.Sci.Nat MGSSA
Mineral Resource Manager and
Competent Person for Afarak SA
22
AFA RAK GRouP An nuAl RePoRt 2014
Mineral Resource and Mineral Reserve¹ Statement for chromite for the Afarak Group in Turkey as at
31 December 2014.
Ore zone/ body
Cr2O2 %
Proven
reserves
(tonnes
Probable
(tonnes)
Possible
(tonnes
Total reserves
(tonnes)
Hypothetical
Resources
(tonnes)
KAVAK CONCESSIONS
TOTaL
BEyaGaC
CONCESSIONS
TOTaL
FETHIYE & KOYCEGIZ
CONCESSIONS
TOTaL
aDaNa CONCESSIONS
TOTaL
EaGLE CONCESSIONS
TOTaL
KAVAK TAILINGS DAM
Tailings Dam 1
Tailings Dam 2
Tailings Dam 3
TOTaL
TaVaS TaILINGS DaM
Tailings Dam
TOTaL
GRaND TOTaL
7-41
2,268,282
0
298,520
2,566,802
1,500,000
14-34
148,000
8-28
121,860
12-14
6,000
36-44
30,000
7-13
7-13
4-6
4-13
9-11
9-11
950,000
1,695,658
746,690
3,392,347
537,584
537,584
6,504,073
0
0
0
0
0
0
0
158,900
306,900
223,100
110,970
232,830
257,150
24,000
30,000
40,000
20,000
50,000
150,000
950,000
1,695,658
746,690
0
3,392,347
537,584
537,584
0
0
0
612,390
7,116,463
2,170,250
23
Overview AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Corporate Governance
24
AFA RAK GRouP A nnuAl RePoRt 2014
Corporate Governance Statement
Afarak Group Plc (“Afarak”, the “Company” or the “Group”) is a Finnish public limited company listed on
the nASDAQ Helsinki Stock exchange (AFAGR) and the Main Market of the london Stock exchange (AFRK).
Afarak’s corporate governance is based on, and complies with, the laws of Finland, the Articles of Association
of the Company, the Finnish Corporate Governance Code and the regulations of the Finnish Financial
Supervisory Authority, the uK listing, Disclosure and transparency Rules, the nASDAQ Helsinki Stock
Exchange and the London Stock Exchange. As Afarak primarily follows the Finnish Corporate Governance
Code, certain sections of the uK Corporate Governance Code issued in September 2012 (“uK CG”) are not
strictly complied with. However, in the areas that the Company diverges from the uK CG the Company
believes that its policies are acceptable for the reasons which are set out below.
uK CG Section
Description
The Reason for Non-Compliance
A.3.1
Independence of the Chairman
C.3.8
D.2.1.
E.2.1
A separate section of the annual report should describe
the work of the Audit committee in discharging its
responsibilities
the board should establish a remuneration committee
of at least three, or in the case of smaller companies
two, independent non-executive directors.
For each resolution, proxy appointment forms should
provide shareholders with the option to direct their
proxy to vote either for or against the resolution or to
withhold their vote.
E.2.2
Miscellaneous general meeting procedures
The Chairman of the Company has close family
ties with the Company’s Ceo. the Company’s
view is that the arrangement is acceptable
as three out of six board members are
independent. Therefore, the Company considers
that the Board has sufficient independent
members to follow the principles of the uK
Corporate Governance Code.
While this report includes a description of
the work of the audit and risk management
committee, the contents requirements of this
section under the uK GC are not the same as
those under the Finnish CG and, therefore some
information required under the uK GC is not
included.
Afarak Chairman Dr Jelena Manojlovic is the
Chairman of the Remuneration and Nomination
committee due to her extensive HR experience.
Dr Jelena Manojlovic has close family ties
with the Company Ceo Dr Danko Koncar.
However, the remaining Committee members
are independent and Dr Manojlovic does not
participate in resolving any remuneration of the
CEO.
the Company’s AGM is arranged in accordance
with the Finnish Companies Act so certain
procedural and other matters differ from the uK
CG recommendation. The Company does not
provide proxy voting forms.
the Company’s AGM is arranged in accordance
with the Finnish Companies Act so certain
procedural and other matters differ from the uK
CG recommendation.
Afarak’s foreign subsidiaries operate under the local laws and regulations of the countries in which they
are located, including but not limited to local accounting and tax legislation as well as exchange controls.
this Corporate Governance Statement for the financial period 1 January to 31 December 2014 is issued as
a separate report to the Board of Directors’ Report and is available on the Group’s website at www.afarak.
com. it has been prepared pursuant to the Finnish Corporate Governance Code 2010 and the guideline
of the Securities Market Association dated 1 December 2010. Afarak complies with the Finnish Corporate
Governance Code which can be found on the Securities Market Association’s website at www.cgfinland.fi.
Afarak has made no exceptions in its Finnish Corporate Governance Code compliance.
25
Corporate Governance AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Governance Bodies and the General Meeting of Shareholders
Governance Structure
the management and control of Afarak Group Plc and its subsidiaries (“Group”) is divided between the
shareholders, the Board of Directors (“Board”), supported by the Board’s audit and risk management
committee, nomination and remuneration committee and the Chief executive officer.
Shareholders
Board of Directors
Audit and Risk Management Committee
Nomination and Remuneration Committee
Executive Management Team
General Meeting
Afarak’s ultimate decision-making body is the shareholders’ General Meeting which usually convenes once
a year and is held within six months of the end of the financial year. Pursuant to the Company’s Articles of
Association, the convening notice for a General Meeting will be published on the Group’s website and in a
stock exchange release no earlier than two months, and no later than 21 days, prior to the General Meeting
or nine days prior to the record date of the General Meeting.
the notice of a General Meeting, the proposals for resolutions, and the documents to be submitted to the
General Meeting, such as the financial statements, the annual report and the auditor’s report, will be available
on the Group’s website and at the Group’s office in Helsinki at least three weeks before the meeting. the
resolutions passed by the General Meeting will be published as a stock exchange release without undue
delay and will be available on the Group’s website, along with the minutes of the General Meeting, no later
than two weeks after the meeting.
Shareholders have the right to add items falling within the scope of the Annual General Meeting to the
meeting’s agenda. the request must be submitted to the Board of Directors in advance so that the item
can be included to the notice. Afarak publishes the details of how and when to submit the requests to the
Board on its website.
The Company uses the Annual General Meeting to develop an understanding of the views of its shareholders
about the Company.
An extraordinary General Meeting can be convened if the Board of Directors deems it necessary or if the
auditor of the Company or the shareholders owning at least 10 percent of the shares demand one in writing
in order to deal with a specific matter, or if it is required by law or other regulations.
the most significant items on the Annual General Meeting’s agenda include:
• Approving the year’s financial statements;
• Confirming the financial year’s profit or loss, the dividend distribution or other distribution, such as
capital redemption;
26
AFA RAK GRouP A nnuAl RePoRt 2014
• Determining the number of directors on the Board of Directors, their remuneration and electing those
directors to the Board; and
• Electing the auditor or auditors and approving their fees.
in addition certain significant matters (such as amending the Articles of Association or deciding on a capital
increase) require a resolution by the shareholders in a General Meeting.
General Meetings are organised in a manner that permits shareholders to exercise their ownership rights
effectively. A shareholder wishing to exercise his or her ownership rights shall register for a General
Meeting in the manner stated in the notice of meeting. All the shareholders who have been registered in the
Company’s shareholder register, maintained by euroclear Finland ltd, on the record date of the meeting have
the right to attend a General Meeting, provided they have delivered a proper notice to attend the meeting.
Holders of nominee registered shares may be registered temporarily on the shareholder register, and they
are advised to request further instructions from their custodian bank regarding the temporary registration
and issuing of a proxy document.
Resolutions by a General Meeting usually require a simple majority. Certain resolutions, however, such as
amending the Articles of Association and directed share issues require a qualified majority represented by
shares, and the votes conferred by the shares, at the General Meeting.
the majority of the Board members, if not all, attend General Meetings together with the Ceo and the
auditor. in addition, if a person is proposed for election as a director for the first time, he or she will also
attend the General Meeting.
General Meetings in 2014
The Annual General Meeting was held on 8 May 2014 at Restaurant Palace in Helsinki, Finland.
All the resolutions of the above-mentioned General Meeting can be found at:
http://www.afarak.com/en/investors/shareholder-meetings/2014/
The Board of Directors
Tasks and Responsibilities
the Board of Directors is composed of between three and nine members who are elected by the General
Meeting of shareholders, which also approves their remuneration. the tenure of each Board member is for
one year and expires at the end of the next annual General Meeting immediately following their election.
the Board elects a chairman from among its members. none of the non-executive directors has a service
contract with the Company and none of the directors has waived or agreed to waive any emoluments from
the Company or any subsidiary undertaking.
the duties of a Board member are specified in the Finnish Companies Act. the Afarak Board also has a
written charter governing its functions.
the Board of Directors oversees the administration of the Group and is responsible for the internal control
of its assets, finances and accounts on behalf of shareholders. its specific responsibilities include:
• Formulating the Group’s business strategy and overseeing its implementation;
• Deciding on the Group’s capital structure;
• Making decisions on significant investments, divestments, credits and collaterals, guarantees and other
27
Corporate Governance AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
commitments;
• Approving the quarterly interim reports, the Board of Directors Report, the annual financial results and
future forecasts and/or outlook;
• Deciding on the Group’s organisational structure;
• Appointing the CEO and approving his or her service agreement and remuneration; and
• Convening and submitting proposals to the shareholders’ General Meeting.
Key elements of the Board’s charter and operations are:
• It convenes on prearranged dates, with a view to meeting approximately once a month, or more often
if necessary. Meetings can be arranged as conference calls;
• Matters to be dealt with by the Board are presented by the Chairman, the Ceo or another person who
has participated directly in assessing and preparing the issue for consideration;
• It aims to make unanimous decisions;
• It prepares an annual plan for its operation; and
• It acts at all times in the interest of the Group and all of its shareholders.
the Board oversees all communications and other requirements stipulated by the rules of the relevant stock
exchanges and financial supervision authorities and conducts regular self-assessments to ensure these
requirements continue to be fulfilled. the Group has established specific targets for the development of
its administrative functions and processes, and continues to implement these.
the Board also evaluates and decides on acquisitions and disposals of subsidiaries and associated companies.
to ensure the efficiency of board and committee work, the Board regularly evaluates the operations and
working methods of each committee and the Board. The evaluation is conducted as internal self-evaluation.
The Board is also regularly in contact with the major shareholders of the Company to ensure that the Board
is aware of their views.
Board Members
the 2014 Annual General Meeting elected six members to the Board: Dr Jelena Manojlovic, Ms Bernice Smart,
Mr Markku Kankaala, Dr Danko Koncar, Mr Michael lillja and Dr Alfredo Parodi were re-elected.
28
AFA RAK GRouP A nnuAl RePoRt 2014
Board Independence
The Finnish Corporate Governance Code requires that the majority of the directors are independent of
the Company. in addition, at least two of the directors representing this majority must be independent
of the significant shareholders of the Company. the Company believes that Ms Bernice Smart, Mr Markku
Kankaala and Dr Alfredo Parodi are independent of the Company and significant shareholders and Dr
Jelena Manojlovic is independent of the Company. The Board has named Ms Bernice Smart as the senior
independent non-executive director.
Current Position
Appointed to the
Board
Status
Jelena Manojlovic
Chairman
11 July 2008
Dependent
Bernice Smart
NED
11 February 2013
Independent
Audit & Risk
Management
Committee
Nomination and
Remuneration
Committee
-
Chair
Chair
Member
Alfredo Parodi
NED
11 February 2013
Independent
Member
Michael Lillja
Executive
11 February 2013
Executive
-
-
-
Markku Kankaala
NED
30 June 2003
Independent
Member
Member
Danko Koncar
Executive
11 August 2010
Executive
-
-
Board Committees
the Board establishes its committees and appoints the committee members for a term of office that continues
until the end of the following Annual General Meeting.
Audit and Risk Management Committee
the Audit and Risk Management Committee currently has three members: Ms Bernice Smart (committee
chairman), Mr Markku Kankaala and Dr Alfredo Parodi.
the Board has defined the committee’s duties in accordance with the recommendations of the Finnish and
the uK Corporate Governance Codes. the Audit and Risk Management Committee reviews the auditors’
work and monitors the Group’s financial position and the appropriateness of its financial reporting. the
committee evaluates internal audit and risk management, maintaining contact with auditors and evaluating
their reports. The committee reports regularly to the Board.
In 2013 and 2014, the Audit and Risk Management Committee evaluated and monitored the development
of internal controls and risk management policies. The Group had no permanent internal auditor during the
years, although operational management commissioned local specialists to conduct internal audit reviews
within several business units as part of their local assurance process. the Board has received assurance from
a number of sources, including a Board review of the Group’s overall strategy and management processes,
which has exercised substantial supervision over the local operations.
All significant Group companies are audited by the Company’s auditor in order to ensure a consistent
approach and to facilitate communication between the auditors and the Committee.
the Committee has focused on improving management information flow to the Board and on the identification
and management of the main risks facing the Group. the risks are discussed in the Board of Directors’
Report. these priorities continued to form the core of the committee’s business during 2014, along with
the regular scrutiny of the Group’s compliance with laws, regulations and best practice.
29
Corporate Governance AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Biographical details of the Board members
Dr Jelena Manojlovic
Chairperson, Dependent Non-Executive Director
Ph.D. (Medicine), Clin. D. (Psychology), MA (Psychotherapy)
Born 1950
Jelena Manojlovic has been a member of the Board since 11 July 2008, and has
acted as Chairperson of the Board since 16 June 2009. She is also a member of
the Remuneration and nomination Committee. She is an established university
lecturer and organizational consultant and has 35 years’ experience in the human
resources field and 20 years’ in management positions in a diverse range of
organisations, including the uK’s national Health Service, universities and other
companies. She was previously Human Resources Director of Kermas limited (a
major shareholder in the Company). Manojlovic is independent of the Company but through a controlled
entity of her husband Danko Koncar, she is dependent on a major shareholder of the Company.
Mr Markku Kankaala
Independent Non-Executive Director
B.Sc. (Eng.)
Born 1963
Markku Kankaala has been a member of the Board since 30 June 2003. He is also
a member of the Audit and Risk Management and nomination and Remuneration
Committees. He was also the CEO of the Group from 2003 to 2004 and worked
as a Branch Director in Ruukki Group Plc (currently, Afarak Group Plc) until
31 August 2006. Previously he worked for 10 years as an entrepreneur in the
wood products industry and before that in different positions in Ahlstrom and
Rautaruukki. Due to the fact that Mr Kankaala has been a member of the Board
for more than nine years the Board separately evaluated his independence in 2014. It was concluded that
he remains independent of both the Company and the significant shareholders.
Dr Danko Koncar
CEO, Dependent Executive Director
Diploma (Engineering), M.Sc. (Engineering), Ph.D. (Engineering)
Born 1942
Dr Danko Koncar was appointed as a member of the Board at the extraordinary
General Meeting on 11 August 2010 and as the Ceo on 11 February 2013. He
was also the Acting Managing Director of the Company between october 2010
and April 2011.He has extensive experience in minerals processing and trading,
including 20 years in ferrochrome processing with six years of experience in
application of direct current technology to ferrochrome processing. He has
served as Chairman of Samancor Chrome and General Director of RCS Limited
and is still General Director of Kermas. Dr Koncar is dependent on the Company based on his position as
the Ceo and dependent on a major shareholder of the Company through his controlled entity Kermas ltd.
30
AFA RAK GRouP An nuAl RePoRt 2014
Michael Lillja
Executive Director
M.Sc (Economics)
Born 1962
Michael lillja is currently member of the executive Management team and the
head of sales and marketing of RCS Limited, the sales and marketing arm of
Afarak. Prior to RCS, Mr. lillja has served for decades in several different positions
in the mining and metals industry, the energy sector, and in international trade
for companies such as, Alloy 2000 SA/enRC-Kazakhstan, international Ferro
Metals ltd, and SamChrome ltd/Samancor Cr.
Dr Alfredo Parodi
Independent Non-Executive Director
Dr in Chemical Engineering
Born 1940
Dr Parodi has been working as a technical consultant for ferrochrome and chrome-
chemical productions. He has numerous years of engineering and managerial
experience and has served in a number of positions in the petrochemical and
alloys industries. He was responsible for production, technical organisation
and plant construction in several international companies such as SIR & Saras
Chemical (italy), Stopani engineering (italy), Dirox (uruguay), Sarasota (uSA) and
Anxian (China).
Bernice Marguerite Smart
Independent Non-Executive Director
BA (Marketing)
Born 1949
Bernice Smart has recently retired after a long career in the banking industry.
She was a financial advisor, predominately working in wealth management and
focusing on Asian and East European accounts. She was also a Director for
Wealth Management in uBS and the Vice President for Wealth Management at
Credit Suisse.
31
Corporate Governance AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Nomination and Remuneration Committee
the combined nomination and Remuneration Committee of the Company currently has three members: Dr
Jelena Manojlovic (committee chairman), Mr Markku Kankaala and Ms Bernice Smart.
The Committee leads the process for making appointments to the Board and the executive management
and submits recommendations to the Board in this regard. the Committee also leads the process relating to
the remuneration of the executive management and the Board, and makes recommendations to the Board
and to the General Meeting in relation to the Board’s remuneration. the Committee’s duty is to ensure that
Afarak’s goal to have a diverse Board in every aspect, including in respect of gender, is implemented. the
Committee evaluates the need for external search consultancies or open advertising on case by case basis
and no consultants were used in 2014. No appointments or changes to remuneration were made in 2014
after the material changes that occurred in 2013 .
Board and Committee meetings
During 2014 the Board held 12 meetings. The Audit and Risk Management Committee met on six occasions
and the Remuneration and nomination Committee did not have an official meeting in 2014. the attendance
record of the Directors during the period is shown in the table below. the average attendance percentage
of the members of the Board was 99 %.
Audit and Risk
Management
Committee
Board
Nomination and Remuneration
Committee
Markku Kankaala
Danko Koncar
Michael Lillja
Jelena Manojlovic
Alfredo Parodi
Bernice Smart
12
12
11
12
12
12
6
6
6
Remuneration
the Annual General Meeting held on 8 May 2014 approved that all Board Members are paid euR 3,000 per
month and that the non-executive Board Members who serve on the Board’s Committees shall be paid
additional euR 1,500 per month for the committee work.
those members of the Board of Directors that are executives of the Company are not entitled to receive
any remuneration for the Board or Committee memberships.
During the financial year 2014, the Board members received a total of euR 216,000 (251,000) in Board and
Committee membership fees.
32
AFA RAK GRouP A nnuAl RePoRt 2014
Chief Executive Officer, Executive Management Team and
Corporate Management
Chief Executive Officer
the Board appoints the Chief executive officer (“Ceo”), who leads the executive management of the Group
in accordance with the Board’s instructions. it is the responsibility of the Ceo to lead and steer the Group
and to act as the spokesperson for the Group both internally and externally. the Ceo manages, develops,
guides and supervises the Group’s activities. in these duties, the Ceo is assisted by the executive Management
Team and the Corporate Management. The CEO reports to the Board of Directors and prepares presentations
and documentation for the Board. The focus of the CEO role is on major strategic activities, where his or her
direct involvement and commitment are essential, whether concerning acquisitions, capitalisation, listing
or other special projects.
the Ceo’s ongoing responsibilities include the following:
• Providing leadership to the Group and determining its priorities and operating practices;
• Preparing and developing the Group’s strategy for the Board’s approval;
• implementing the Group’s strategy and delivering performance in line with targets;
• Planning and managing the organisational structure, capital structure, investments, mergers and
acquisitions, demergers, credits, guarantees and other substantial commitments for the Board’s approval;
• organising the Group’s finance, bookkeeping and internal control matters; and
• Coordinating communications to shareholders, the investment community and the media.
Dr Danko Koncar was appointed the Ceo 11 February 2013 and the service contract is valid until terminated
by either party.
33
Corporate Governance AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Internal Control
the principles of internal control are confirmed by the Board. the Group’s eMt members are in charge of
the day-to-day business management and administrative control in their respective responsibility areas.
Main Principles of Risk Management and Internal Control
The purpose of risk management is to identify, evaluate and mitigate the potential risks that could impact
the Group’s business and the implementation of its strategy, and to ensure that risks are proportional to
the Group’s risk-bearing capacity.
the Group’s risk management policy is approved by the Board of Directors and defines the objectives,
approaches and areas of responsibility of risk management activities. the Group’s key risks are reviewed
and assessed by the Board on a regular basis. the Group’s business segments, and the business units within
those segments, are primarily responsible for managing their risks, their financial performance and their
compliance with the Group’s risk management policies and internal control procedures.
the Board of Directors is responsible for organising and maintaining adequate and effective internal control
performed by the senior and executive management as well as other Afarak personnel, and assisted by
third-party experts when appropriate.
the Board of Directors decides on the Group’s management system and the corporate and organisational
structure required by each business unit with a view to providing solid foundations for effective internal
control. internal control and risk management related to financial reporting at the Group level are performed
in a coordinated way by a function independent of the business areas. each subsidiary’s executive
management is responsible for the implementation of internal control and risk management to the agreed
Group principles and guidelines.
the system of internal control provides reasonable rather than absolute assurance that Afarak’s business
objectives will be achieved within the risk tolerance levels defined by the Board.
internal control refers to elements of financial and operational management which are designed to ensure:
• Achievement of defined performance targets;
• efficient use of resources and protection of assets;
• effective management of risks;
• Accurate, timely and continuous delivery of financial and operational information;
• Full compliance with laws and regulations as well as internal policies; and
• Business continuity through secure systems and stable operating procedures.
The Structure of Internal Control Systems
the main structural elements of the Group’s internal control system are:
• the risk management and internal control policies and principles defined by the Board;
• Implementation of the policies and principles under the supervision of Group management;
• Supervision of the efficiency and functionality of the business operations by Group management;
34
AFA RAK GRouP A nnuAl RePoRt 2014
Executive Management Team
the Group’s executive Management team (“eMt”) assists the Group Ceo in effectively accomplishing his
duties. the eMt is an advisory body which was set up by the Board of Directors in november 2009. it has
neither authority, based on laws or the Articles of Association, nor any independent decision-making rights.
Decisions on matters discussed by the eMt are taken by the Ceo, the eMt member responsible for the
matter in question or the Group’s Board of Directors, as appropriate.
the current members of the eMt are:
Dr Danko Koncar
CEO, Dependent Executive Director
Diploma (Engineering), M.Sc. (Engineering), Ph.D. (Engineering)
Born 1942
Dr Danko Koncar was appointed as a member of the Board at the extraordinary General Meeting on 11
August 2010 and as the Ceo on 11 February 2013. He was also the Acting Managing Director of the Company
between october 2010 and April 2011.He has extensive experience in minerals processing and trading,
including 20 years in ferrochrome processing with six years of experience in application of direct current
technology to ferrochrome processing. He has served as Chairman of Samancor Chrome and General Director
of RCS limited and is still General Director of Kermas. Dr Koncar is dependent on the Company based on
his position as the CEO and dependent on a major shareholder of the Company through his controlled
entity Kermas ltd.
Michael Lillja
Executive Director
M.Sc (Economics)
Born 1962
Michael lillja is currently member of the executive Management team and the head of sales and marketing
of RCS Limited, the sales and marketing arm of Afarak. Prior to RCS, Mr. Lillja has served for decades in
several different positions in the mining and metals industry, the energy sector, and in international trade
for companies such as, Alloy 2000 SA/enRC-Kazakhstan, international Ferro Metals ltd, and SamChrome
ltd/Samancor Cr.
Dr Alistair Ruiters
Executive Chairman, Afarak South Africa
BA (Economic History), Ph.D. (Sociology),
Born 1964
Alistair Ruiters joined the Company in november 2009 as Afarak’s South Africa’s Managing Director. Prior
to joining the Company, he held numerous positions in the private sector. Before transferring to the private
sector in 2005, Dr Ruiters served as a public servant in the new South African democratic government from
1994 to 2005. He has held numerous senior positions in Government including the Commissioner of the
Competition Commission and the Director General of the Department of Trade and Industry. He holds a
Doctorate from oxford university.
35
Corporate Governance AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Corporate Management
the Company’s Corporate Management includes, in addition to the executive Management team, the
following personnel responsible for corporate functions:
Melvin Grima
Finance Director
ACCA, MIA, CPA
Born 1982
Melvin Grima joined Afarak in 2013 as Group Finance Manager. He was responsible of the relocation of the
Group’s corporate finance function to Malta and its setup. He was promoted to Finance Director in 2015.
Prior to joining Afarak, he held a number of management positions including Group Accountant of a hotel
Group and Finance Manager of a Group trading in the petroleum industry.
Sakari Knuutti
Head of Corporate Affairs
Master of Laws (LL.M.)
Born 1984
Sakari Knuutti joined Afarak’s now divested wood processing division in 2010. He was promoted to Head
of Corporate Affairs and Company Secretary in 2013. Prior to joining Afarak he has worked in attorneys-
at-law offices and a governmental organization.
36
AFA RAK GRouP A nnuAl RePoRt 2014
• Supervision of the quality and compliance of the financial reporting by the Group finance department;
• An effective control environment within all organisational levels and business units, including tailored
controls for each business process; and
• Internal audits conducted as and when needed.
The Internal Control of the Financial Reporting Process
the Group’s financial organisation is structured so that each business unit has its own finance function,
but overall financial management including accounting, taxation and financing is centralised within the
Group’s parent company.
the Group finance department is responsible for ensuring the compliance, quality and timeliness of the
Group’s external and internal financial reporting. the internal control mechanisms are based on the policies,
procedures and authorisations established and approved by the Board. in addition to control mechanisms,
training and sharing of knowledge are also significant tools of internal control.
each business unit has its own finance function which reports to the Group Finance. the business unit’s
finance function is responsible for the unit’s accounting and daily financial operations and internal reporting.
the finance function and administration is overseen by the unit’s management team and reports to the
head of the business unit’s segment.
the tasks of the Group Finance consist, among other things, of monthly consolidation of the Group’s
accounts, preparation of the quarterly interim reports and consolidated financial statements, financing of
the Group, and tax planning.
Consolidated financial statements are prepared by using consolidation software. the accounting of the
Company’s subsidiaries is carried out by accounting systems and the accountants within each subsidiary enter
the accounting information directly into the consolidation system, or in some cases send the information
in a predefined format to the Group’s financial administration to be consolidated.
Roles and Responsibilities Regarding Risk Management and
Internal Control
Board of Directors
the Board of Directors is ultimately responsible for the administration and the proper organisation of the
Group’s operations and approves all internal control, risk management and corporate governance policies.
the Board establishes the risk-taking level and risk-bearing capacity of the Group and reassess them on a
regular basis as part of the Group’s strategy and goal-setting process. the Board reports to the shareholders
of the Company.
Audit and Risk Management Committee
the Audit and Risk Management Committee is responsible for the following internal control related activities:
Monitoring the reporting process of the financial statements;
Supervising the financial reporting process;
Monitoring the efficiency of the Group’s internal control, internal audit and risk management systems; and
Monitoring the statutory audit of the financial statements and consolidated financial statements.
Group Management
the Group’s management is in charge of the day-to-day management of the Group in accordance with the
37
Corporate Governance AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
instructions and orders given by the Board. it sets the framework of the internal control environment and is
in charge of the Group’s risk management process and its continuous development. this includes allocation
of resources to the work and continuous review of the risk management policies, as well as defining the
principles of operation and overall processes.
External Audit
According to the Articles of Association, the Annual General Meeting of shareholders elects the Company’s
auditor, which must be a firm authorised by the Finnish Central Chamber of Commerce; otherwise the
Company will have one main auditor and one deputy auditor. the auditor’s term is for one year and finishes
at the end of the first General Meeting following election.
on 8 May 2014 Afarak’s General Meeting elected Authorised Public Accountant ernst & Young oy (“eY”) as
auditor, with Authorised Public Accountant erkka talvinko having the principal responsibility. eY is also the
local auditor of all of the Group companies.
in 2014 the Company paid euR 412,000 for audit fees (438,000) and euR 20,000 for non-audit services
(12,000) to EY.
Insider Administration
The Company complies with the legal provisions applying to the management of insiders, the Guidelines for
insiders issued by the nASDAQ Helsinki Stock exchange and the stipulations and guidelines of the Finnish
Financial Supervision Authority.
Public Insider Register
the Company’s permanent public insiders comprise the Board members, the Ceo, the executive Management
team and the auditors. All permanent public insiders and the statutory information about them, their related
parties and the entities controlled by them or in which they exercise influence, have been entered into the
Company’s public insider register which is published on the Group’s website.
Afarak imposes a restriction on trading for insiders which forbids trading in the Company’s shares for 30
days before the publication of financial reports. Prior to the preliminary announcement of the Company’s
annual results and the publication of its annual financial report the closed period is 60 days or, if shorter,
the period from the end of the relevant financial year up to and including the time of the announcement.
Compliance with the insider regulations is monitored by taking samples at certain intervals of trading by
insiders in the Company’s shares.
Company-specific Insider Register
in addition to the public insider register, the Company holds a company-specific insider register of persons
who regularly receive information that can have material impact on the value of its securities. These persons
include all Afarak Group Plc employees and subsidiary and other third-party service providers who regularly
obtain insider information.
When necessary, the Company sets up a separate project-specific insider register. Project-specific insiders
are those who, in connection with the insider project receive information that might have material impact
on the value of the Company’s shares. the establishment of a project is decided by the Board or the Ceo.
38
0
0
0
AFA RAK GRouP A nnuAl RePoRt 2014
Shareholdings of the Public Insiders at 31 December 2014
Members of the Board
Title
Jelena Manojlovic
Chairman
Shares
Related Party
Shares
Options
150,000
19,672*
Markku Kankaala
Non-executive Director
7,066,116
24,500
Danko Koncar
Executive Director, CEO
19,672
70,945,967**
Michael Lillja
Executive Director
0
71
200,000
Alfredo Parodi
Non-executive Director
22,600
Bernice Smart
Non-executive Director
Auditors
Erkka Talvinko
Auditor
Other insiders
0
0
0
0
0
0
0
0
Alistair Ruiters
Executive Chairman,
Afarak South Africa
418,211
0
600,000
*includes the personal shares of Danko Koncar.
**includes the total number of shares of Jelena Manojlovic.
39
Corporate Governance AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Renumeration Report
40
AFA RAK GRouP An nuAl RePoRt 2014
Remuneration Report
this report sets out the remuneration policy and practices for Afarak’s Board and executive Management
team (“eMt”), and provides details of their remuneration and share interests for the year ended 31 December
2014.
Remuneration Policy
Afarak operates in a very competitive sector where there is a shortage of highly qualified, experienced
executives. the Group’s remuneration policy is designed to attract, retain and incentivise high-calibre
executives to implement its business strategy and enhance shareholder value.
the policy seeks to align the interests of the business and shareholders by rewarding executives appropriately
for achieving individual and group targets and thereby ensuring long-term value creation for the benefit
of all the shareholders.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee makes recommendations to the Board regarding executive
remuneration, and submits proposals to the Annual General Meeting of shareholders regarding the Board’s
remuneration.
the committee is responsible for the overall direction of the remuneration policy, as well as determining,
within agreed terms of reference, the specific remuneration packages of the eMt. this includes pension rights,
executive incentive schemes and any compensation payments. to ensure that the Group’s remuneration
packages are both appropriate and competitive, the committee evaluates information on market-based
remuneration levels for comparable companies.
the members of the committee in 2014 were Dr Jelena Manojlovic (Chairman), Mr Markku Kankaala and
Ms Bernice Smart.
CEO Service Agreement
the Board appoints the Chief executive officer (Ceo), who manages, develops, guides and supervises
the Group’s activities and leads the eMt. the Board decides upon the Ceo’s remuneration based on the
recommendations made by the Remuneration Committee.
the Ceo receives an annual salary of euR 240,000. the Ceo is not entitled to any bonus plans or share-
based incentives. the Company’s view is that as the Ceo’s related parties include a major shareholder of
the Company the Ceo has sufficient incentive performance in spite of the lack of any share or bonus plans.
the Group makes no pension arrangements for the Ceo beyond the statutory pension coverage, and there
is no set retirement age. the notice period in the event of termination of the Ceo’s Service
Agreement is six months. The CEO is not entitled to any other severance pay in addition to the salary for
the notice period.
Non-Executive Directors’ Service Contracts
the remuneration of members of the Board of Directors is agreed at the Company’s General Meetings.
Directors’ remuneration consists of monthly fixed fees. the extraordinary General Meeting held on 11
February 2013 and later the Annual General Meeting held on 8 May 2013 approved that all Board Members
are paid euR 3,000 per month. the extraordinary General Meeting held on 5 July 2013 resolved that the
non-executive Board Members who serve on the Board’s Committees shall be paid additional euR 1,500 per
month for the committee work. Directors’ monthly remuneration fee of euR 3,000 remained unchanged.
those members of the Board of Directors that are executives of the Company are not entitled to receive
any remuneration for the Board or Committee memberships.
41
Board of Directors Report AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
EUR '000
Salaries
Fees
Share-based
remuneration
Salaries
Fees
Share-based
remuneration
2014
2013
Everard Paul
Board member 21.4.2010
- 11.2.2013
16
97
Hoyer Thomas
CEO 4.5.2011 -
11.2.2013 , Board
member 11.5.2011
-11.2.2013
Kankaala Markku Board member 30.6.2003
onwards
Koncar Danko
CEO since 11.2.2013,
Board member 11.8.2010
onwards
Acting Managing Director
from 14.10.2010 to
3.5.2011
386
548
54
56
64
240
240
Lillja Michael
Board member 11.2.2013
onwards
120
212
Manojlovic Jelena Board member 11.7.2008
onwards, Chairperson
17.6.2009 onwards
Parodi Afredo
Board member 11.2.2013
onwards
Pointon
Christopher
Board member 21.4.2010
- 11.2.2013
Rourke Barry
Board member 21.4.2010
- 11.2.2013
Smart Bernice
Board member 11.2.2013
onwards
54
54
54
97
97
97
59
41
19
19
41
Total
360
216
0
838
251
999
the 2014 share based remuneration of the directors relates entirely to the 2010 share scheme in relation
to which the directors received shares in 2010 and the expiry of the lock-up period of those shares.
42
AFA RAK GRouP An nuAl RePoRt 2014
Other EMT Members’ Service Contracts
As Afarak operates within a highly competitive environment, its performance depends on the individual
contributions of the executive directors and other senior employees. the remuneration packages are designed
to attract, motivate and retain executives to manage the Group’s operations effectively and to reward them
for enhancing shareholder value.
the eMt remuneration package is a combination of a base salary and long-term share-based incentives.
Fringe benefits include liability insurance, traveller’s insurance and mobile phones.
there are no early retirement options in the eMt’s employment contracts, and the notice period and/or
non-compete period is normally six months, unless agreed otherwise.
Executive Management Team Remuneration
EUR '000
Short-term employee benefits
Post-employment benefits
termination benefits
Share-based payments
Total
2014
185
0
0
42
2013
505
72
192
333
227
1 057
the table includes the executive Management team remuneration excluding the Ceo. the Ceo and Board
members compensation has been presented separately.
none of Afarak’s executive directors have received any compensation for serving as a neD in other companies.
Share-based Compensation
Share Options
the Company has three incentive-related option schemes, known as i/2005, i/2008 and i/2011.
option rights relating to the i/2005 scheme were granted to the eMt and other key employees and to
non-executive directors, as recommended by the Board. the scheme entitles option holders to subscribe
for a maximum of 2,700,000 shares in the Company. the share subscription period is from 1 July 2007 to
30 June 2015 for various options series denoted with different letters, and the subscription price range is
euR 0.32 – 0.82 (with dividend and capital redemption adjustment). to date, options on A, B, C, D, e and
F series of the i/2005 scheme have been issued totalling 1,175,000 option rights.
option rights relating to the i/2008 scheme were granted to the Company’s previous Ceo, Alwyn Smit, in
october 2008. the scheme entitled the option holder to subscribe for a maximum of 2,900,000 shares in the
Company for a subscription price of euR 2.18 per share (with dividend and capital redemption adjustment).
the share subscription period for 1,450,000 share options commenced on 1 october 2009 and on 1 october
43
Board of Directors Report AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
2010 for the remaining 1,450,000 options. the subscription period matures on 31 December 2015, and
the maximum number of 2,900,000 options hav been issued.
option rights relating to the i/2011 scheme are granted to the key personnel of the Company, as recommended
by the Board. the scheme entitles the option holders to subscribe for a maximum of 6,900,000 shares in
the Company. to date, the total of 6,291,997 options have been issued. the vesting period is 1 July 2014
to 1 August 2017 for various option series denoted with different letters and years. the share subscription
price is calculated by a formula based on the Volume Weighted Average Price of the Company’s share and
varies between the option series.
Directors’ and EMT members’ Shareholdings and Options at 31 December 2014
Members of the Board
Title
Shares
Related Party
Shares
Options
Jelena Manojlovic
Chairman
150,000
19,672*
Markku Kankaala
Non-executive Director
7,066,116
24,500
Danko Koncar
Executive Director, CEO
19,672
70,945,967**
0
0
0
Michael Lillja
Executive Director
0
71
200,000
Alfredo Parodi
Non-executive Director
22,600
Bernice Smart
Non-executive Director
Auditors
Erkka Talvinko
Auditor
Other insiders
0
0
0
0
0
0
0
0
Alistair Ruiters
Executive Chairman,
Afarak South Africa
418,211
0
600,000
*includes the personal shares of Danko Koncar.
**includes the total number of shares of Jelena Manojlovic.
44
AFA RAK GRouP A nnuAl RePoRt 2014
Board of Directors Report
45
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Review of 2014
Afarak’s objective is to create shareholder value
through delivering high profitability and long-term,
sustainable growth.
In 2014 Afarak continued to assess ways to improve
its profitability. Afarak implemented changes in
production planning to increase production volumes
of processed material with the aim of reducing fixed
overhead cost per ton. These improvements led to
an increase in trading volumes of processed material
in both the Speciality Alloy and Ferroalloys segment.
In addition, Afarak continued making good progress
in driving its production further towards specialised
alloy products.
During 2014 Afarak’s mining operations suffered from
suspensions in both segments. unrest in the local
community led to the suspension of the Mecklenburg
mine in South Africa and the Turkish mines were also
closed for a significant amount of time due to strike
action. On the other hand, Stellite mining operations
in South Africa were consistent throughout the year
and production was at the same levels of the 2013.
However, the extraordinary coincidence of having
three out of the four mines not operating for a
substantial part of the year affected our results in
2014. We don’t expect such production suspensions
to occur again in near future.
Afarak’s mining team in South Africa continued
working to convert the prospecting right of Vlakpoort
to a mining right. Afarak expects that mining activity
commences in H2 2016. The Group continues to
assess various additional opportunities to grow its
mineral reserves and resource.
The Mogale Alloys plant in South Africa operated
throughout the year unlike in 2013 during which it
participated in eskom’s electricity buy-back program.
in December 2014 Mogale Alloys commissioned the
refining and granulation plant which enabled Afarak
to enter into a new niche market and produce medium
carbon ferrochrome in 2015.
EWW, the smelting operation located in Germany and
a key component of Afarak’s integrated Speciality
Alloys business, continued to be a strong contributor
to the Group. Afarak’s expectation is to continue
focusing on the specialised niche products which
always contributed consistent results since entering
the mineral segment.
46
AFA RAK GRouP A nnuAl RePoRt 2014
In 2014 Afarak continued its fully integrated strategy
covering mining, processing, smelting, marketing and
sales. It was another challenging year for our industry,
and the Group´s resilience and determination was
once again demonstrated throughout value chain.
RCS, the Group’s marketing, sales and logistics
organisation, managed the volatility of product
prices and secured new long-term contracts with
a number of multinational customers.
In 2014 the costs of certain key raw materials
increased. in order to mitigate the effect on our
profitability Afarak aims to improve the value chain
and deepen the vertical integration by evaluating
investment opportunities that would lead to lower
product cost.
Looking ahead the economic conditions have
determined some change in the strategy of Afarak,
the orientation to quantity and more specialty
products that are always in demand is a key focus
to mitigate the current weak saturated market of
standard grades material. Afarak is looking into
diversification by entering into other mineral and
metal segments and increase trading volumes for
higher profitability. We are also planning to widen
our growth strategy by increasing our asset base
geographically, penetrate additional commodity
markets, and enhance synergies by identifying
potential consolidation opportunities.
47
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Safety, Health and Sustainable Development
the Group’s mission is to conduct its business in a responsible and ethical manner for the benefit of all
its stakeholders.
Afarak strives to achieve “Zero Harm” at all of its operations and to provide its employees and contractors
with a safe and healthy environment in which to work, develop and grow. During the year the Group managed
a common policy for health, safety and environment across all its units. A lost time injury metrics system
was conducted in conformance with internationally recognised standards. During 2014 the Group totalled
approximately 1,700,000 working hours during which the Group suffered only 15 accidents that caused loss
of time. On-going personnel training on health and safety awareness is conducted also as the promotion
of use of safety equipment. The Company is always assessing if there is scope for technical improvement
in reducing the occurrence of hazardous events.
the Group seeks to make positive contributions to the local communities in which it operates and to build
long-term relationships to underpin the sustainability of its business. Afarak’s current community programs
are focused on children, and aimed at providing them with much-needed basic support, including nutrition,
education and safety. in turkey, the support translates into education subsidies to help families pay school
fees. in South Africa, the Group is supporting feeding schemes for children, a shelter for abused women and
children and a teacher support program. The teacher support program is dedicated to providing support for
destitute children in an informal settlement close to one of the Group’s operations, guiding the development
of values in children’s lives, many of whom are from broken families. these programs are managed in
conjunction with professional third party service providers to maximise their effectiveness and benefits.
Afarak intends to further expand its community programs during 2015.
Afarak respects the environment in which it operates and aims to manage its operations in a sustainable
48
AFA RAK GRouP A nnuAl RePoRt 2014
way, minimising its footprint as much as possible to preserve the environment. As an example, in turkey,
TMS does not use chemical reagents in its production process. In addition, at Tavas operation the Company
conducted a research program with an aim to recycle into the production unit the fines resulting from past
years operation. this project has been approved and will result in a substantial reduction of fines stock
pile as well as in a reduction of the cost of production.
in South Africa, the Group has a number of initiatives in place to address its impact on the environment. At
eWW the Group is investing substantial amounts into R&D to reduce the amount of waste from its production
processes and the aim is to achieve 100% recycling of all materials.
Both of Afarak’s processing plants, eWW and Mogale Alloy, hold a iSo 9001 certification for adopting the
very best in quality systems and emphasizes our commitment at Group level to continuously improve and
build excellence into every process of its integrated management systems.
2014 Operating and Financial Performance
turning to the Group’s performance for 2014, there has been a clear improvement in its financial results
year on year despite challenging and volatile market conditions.
Group Production
Production for the year decreased by 27.9% to 405,660 (562,770) tonnes. the decrease was mainly due
to the strike and lockout at tMS and the suspension of mining operation at Mecklenburg mine. tavas mine
restarted their operation following the end of the strike and lockout in november 2014 but the strike actions
at Kavak mine were not over in the last quarter of 2014 and continued effecting negatively mining activity
in the Speciality Alloys segment. Mecklenburg restarted mining operations in December 2014. Production
of processed material increased substantially during 2014 as a result of the decision to increase production
volumes at EWW and the fact that Mogale Alloys operated throughout the year unlike in 2013 during which
it participated in eskom’s electricity buy-back program.
Tonnes
Q1
Q2
Speciality Alloys - Mining*
19,694
14,448
Q3
0
1,706
35,848
Q4
FY14
FY13
Change
FerroAlloys - Mining*
90,567
64,610
50,005
63,169
268,351
Speciality Alloys - Processing
8,189
7,901
5,337
7,357
28,784
FerroAlloys - Processing
20,634
13,952
14,826
23,265
72,677
* including both chromite concentrate and lumpy ore production
70,988
425,585
23,242
42,955
-49.5%
-36.9%
23.8%
69.2%
Sales
the Group’s sales from processing, which includes all the products produced at the Mogale Alloys and
EWW processing plants, were 97,351 (62,626) tonnes in 2014, an increase of 55.4% compared to 2013.
this increase was mainly attributable to the continuing increase in demand in both Speciality Alloys and
FerroAlloys segments. The increase in the FerroAlloys segment volumes in 2014 was a result of having
Mogale Alloys operating at normal levels during 2014. In 2013 sales volumes of the FerroAlloys segment
were lower due to the participation in eskom’s electricity buyback program.
Sales from processing:
Tonnes
Q1
Q2
Q3
Q4
FY14
FY13
Change
Speciality Alloys - Processing
6,822
8,913
7,070
5,643
28,448
FerroAlloys - Processing
total – Processing
17,816
24,638
13,988
22,901
19,277
26,347
17,822
68,903
23,465
97,351
21,516
41,110
62,626
32.2%
67.6%
55.4%
49
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Group Revenue and Profitability
Revenue for the full year 2014 increased by 27.4% as compared to 2013 to euR 172.7 (135.5) million. the
increase in revenue was mainly attributable to the increase in sales volumes of our processed material in
both segments and the growth in our trading operations. Revenue was negatively affected by lower sales
prices and weaker uS Dollar that only started recovering in September 2014.
eBitDA for the full year was euR 8.4 (14.1) million. the eBitDA decreased in spite of the increase in
trading volumes, mainly due to profit margins remaining low during 2014; the increase in production cost.
Further, the weak uS dollar throughout the first three quarters led to lower profitability in both segments.
the suspension of the Mecklenburg mine and the strike and lockout at the turkish mines also negatively
affected our result. However, mining recommenced at the Mecklenburg mine during December 2014 and
tMS resolved to end the lockout at both its tavas and Kavak mines in turkey. operations have restarted
at tavas, however, the Kavak mine strike actions were not resolved in 2014.
eBitDA was positively affected by euR 1.2 million relating to profit on the sale of land in turkey in Q3/2014.
Reduction in overhead costs across all our operations also contributed. Weakening of the South African
Rand positively affected the Group’s results as it helped to reduce our production costs in South Africa. the
joint venture share of profit in 2014 was euR -3.3 (-2.3) million. the negative result was mainly attributable
to not having Mecklenburg mine in operation during a substantial part of the year and net write-down of
assets amounting to euR 1.6 (0.0) million. the joint venture share of profit also includes, depreciation of
euR 0.9 (1.1) million and, finance expenses of euR 1.0 (2.3) million that negatively affect our eBitDA.
eBit for the year improved significantly to euR 1.7 (-8.0) million, that was mainly due to the beneficial effect
of a lower depreciation charge in 2014 resulting from acquisition related assets acquired by Afarak in 2008
that were fully amortised in Q4 2013. During the fourth quarter of 2014, the Company sold part of the
saw mill equipment that was acquired in 2008 for the now discontinued wood business. this transaction
positively affected the Q4/2014 profit for the period by euR 1.8 million that includes a release of euR 0.6
million from the provision in relation to the discontinued wood business.
EUR million
Revenue
EBITDA
EBITDA margin
EBIT
EBIT margin
Profit for the period
Q1
43.2
3.0
7.0%
0.9
2.1%
0.2
Q2
47.3
3.3
7.1%
1.4
3.0%
1.3
Q3
40.6
2.1
5.1%
0.5
1.3%
-0.7
Q4
41.6
0.0
0.0%
-1.1
-2.8%
1.4
FY14
172.7
8.4
4.9%
1.7
1.0%
2.2
FY13
Change
135.5
27.4%
14.0
10.4%
-8.0
-5.9%
-4.4
the full year earnings per share was euR 0.01 (-0.02).
Balance Sheet, Cash Flow and Financing
the Group’s liquidity, as at 31 December 2014, was euR 13.3 (13.8). operating cash flow in the full year
was euR 5.1 (13.8) million. Afarak’s gearing at the end of the year was -0.7% (-6.4%). net interest-bearing
debt was euR -1.2 (-12.3) million.
one of the Group’s Maltese subsidiaries was granted a loan facility from a Maltese bank amounting uSD
13.0 million in 2013. the loan was fully utilised in 2014 by the Group to finance the ferroalloy refining and
granulation plant in South Africa. the Group has provided a corporate guarantee of uSD 13.0 million and
assigned future receivables that amount to uS$ 13.0 million as collateral in relation to the loan facility.
total assets on 31 December 2014 were euR 290.3 (277.9) million. the equity ratio was 62.8% (68.5%).
50
AFA RAK GRouP A nnuAl RePoRt 2014
Investments, acquisitions and divestments
Capital expenditure for the full year 2014 totalled euR 14.8 (10.6) million. this relates primarily to the
payments made in relation to the ferroalloy refining and granulation equipment at Mogale Alloys as well as
sustaining capital expenditure at the Speciality Alloys segment.
Speciality Alloys Segment
the Speciality Alloys business consists of türk Maadin Şirketi A.S (“tMS”), the mining and beneficiation
operation in turkey, and elektrowerk Weisweiler GmbH (“eWW”), the chromite concentrate processing plant
in Germany. TMS supplies EWW with high quality chromite concentrate which produces speciality products
including specialised low carbon and ultra low carbon ferrochrome. Chrome ore from tMS that is not utilised
for the production of specialised low carbon ferrochrome is sold to the market as lumpy chrome ore.
Production
the annual production decreased by 31.4% to 64,632 (94,230) tonnes. Mining at tMS stopped in June 2014
due to a strike and lockout. Tavas mine restarted their operation following the end of the strike and lockout
in november 2014 but production remains suspended at Kavak due to continuing strike action. During
2014 eWW increased substantially its operation as a result of having the plant closed for shutdown for a
shorter period during the year and also having increased daily processing volumes due to higher demand
for speciality alloys material.
Tonnes
Mining*
Processing
Q1
Q2
19,694
14,448
Q3
0
Q4
FY14
FY13
Change
1,706
35,848
70,988
-49.5%
8,189
7,901
5,337
7,357
28,784
23,242
23.8%
* including both chromite concentrate and lumpy ore production
Financial Performance
Revenue for the full year 2014 was euR 97.8 (74.5) million, representing an increase of 31.4% compared
to the equivalent period in 2013 and eBitDA was euR 7.9 (9.0) million. the increase in revenue was mainly
due to higher sales prices and trading volumes of speciality material when compared to 2013. Despite the
improvement in revenue, eBitDA was negatively affected by a weaker uS dollar average rate on conversion
of revenue in the first three quarters of 2014; increase in raw material costs; and loss of profit due to the
strike and lockout at the mines in turkey. in Q3 2014 eBitDA was positively affected by euR 1.2 million
relating to the profit on sale of land in turkey.
eBit for the year was euR 5.7 (-6.1) million, this significant improvement was mainly due to the beneficial
effect of a lower depreciation charge in 2014, resulting from acquisition related assets acquired by Afarak
in 2008, that were fully amortised in Q4 2013.
EUR million
Revenue
EBITDA
EBITDA margin
EBIT
EBIT margin
Q1
22.1
1.0
4.5%
0.3
1.5%
Q2
28.9
2.7
9.4%
2.1
7.3%
Q3
24.3
3.0
12.3%
2.4
10.0%
Q4
FY14
FY13
Change
22.6
1.2
5.2%
0.8
3.5%
97.8
74.5
31.4%
7.9
8.0%
5.7
5.8%
9.0
12.1%
-6.1
-8.2%
FerroAlloys Segment
the FerroAlloys business consists of the processing plant Mogale Alloys and the joint ventures Stellite mine
and Mecklenburg mine in South Africa. the business produces chrome ore, charge chrome, silico manganese
and stainless steel alloy for sale to global markets.
Production
51
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
the annual production decreased by 27.2% to 341,028 (468,540) tonnes. this decrease was mainly due to
the suspension of mining operation at Mecklenburg mine which led mining production 36.9% down from
last year. in contrary to the mining operation, production of processed material increased by 69.2% in 2014
as Mogale didn’t participate in eskom’s electricity buyback program.
Tonnes
Mining*
Processing
Q1
Q2
Q3
Q4
FY14
FY13
Change
90,567
64,610
50,005
63,169
268,351
425,585
-36.9%
20,634
13,952
14,826
23,265
72,677
42,955
69.2%
* including both chromite concentrate and lumpy ore production
Financial Performance
Revenue for the full year increased to euR 74.8 (61.0) million, representing an increase of 22.6% compared
to the equivalent period in 2013. the improvement in revenue was driven by the increase in trading volumes
of processed material when compared to 2013. eBitDA for the full year decreased to euR 3.1 (8.8) million as
a result of lower sales prices; a weak uS Dollar rate on conversion of revenue which only started to recover
in September 2014; increased cost of production as a result of high energy cost in the South African winter
periods; and a reduction in sales of mining material. the joint venture share of profit in 2014 was euR -3.3
(-2.3) million, this negative result was mainly attributable to not having Mecklenburg mine in operation
during a substantial part of the year and net write-down of assets amounting to euR 1.6 (0.0) million. Joint
venture share of profit also included depreciation of euR 0.9 (1.1) million and finance expenses of euR 1.0
(2.3) million which negatively affected our eBitDA in 2014.
Q4
FY14
FY13
Change
Q3
16.3
-0.2
19.0
-0.4
-1.3%
-1.9%
-1.2
-1.1
-7.6%
-5.9%
-1.8%
74.8
3.1
4.1%
-1.4
22.6%
61.0
8.8
14.4%
2.0
3.3%
EUR million
Revenue
EBITDA
EBITDA margin
EBIT
EBIT margin
Q1
21.1
2.4
11.1%
0.9
4.4%
Q2
18.4
1.3
7.1%
0.0
0.2%
52
AFA RAK GRouP A nnuAl RePoRt 2014
Afarak’s share of joint ventures revenue for the full year decreased to euR 5.7 (9.5) million representing a
decrease of 40.4% compared to the equivalent period in 2013. The decrease in revenue was mainly due to
the reduction in sales volumes of the Mecklenburg mine material as operations were suspended in Q2 2014
due to the unrest in the local community and only restarted in December 2014. Revenue generation from
the Mecklenburg mine only restarting in January 2015 as material mined in December 2014 could only be
delivered in January 2015 as logistics were limited in December 2014 due to the summer holidays in South
Africa. Share from joint venture eBitDA for the full year decreased to euR -2.2 (0.9) million. Decrease in
eBitDA was mainly due to the loss of profitability from Mecklenburg mine material, which also led to higher
overhead cost per ton mined as mining volumes decreased by 36.9% when compared to 2013. Share of profit
of joint venture was also negatively affected by a net write-down of assets in Q4 2014 amounting to euR
1.6 (0.0) million. eBit was negatively affected by higher depreciation as a result of change in accounting
estimates which was reflected as from the beginning of 2014.
the share of profit from joint ventures is made up as follows:
EUR million
Revenue
EBITDA
Q1
2.9
0.3
Q2
1.0
Q3
1.1
Q4
0.7
-0.2
-0.2
-2.0
EBITDA margin
11.7%
-23.3%
-20.8%
-311.7%
-38.0%
FY14
FY13
Change
5.7
-2.2
-40.4%
9.5
0.9
9.8%
-0.2
EBIT
EBIT margin
0.0
-0.4
-0.4
-2.3
-3.1
1.7%
-39.4%
-40.7%
-348.4%
-54.1%
-1.8%
53
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Global Markets
Stainless Steel
While the u.S. economy has been strengthening through the second half of 2014, most other regions of the
world, including most of Western Europe and China, have not seen the hoped-for coattails from the stronger
u.S. economy helping to strengthen their particular economies, this led the global economy ending 2014
on a downswing with prices for most nonferrous metals decreasing through the second half of the year.
Still the total global stainless steel production volume for 2014 reached again an all-time high of 41 million
tonnes. This is an increase of 7.6% compared to 2013. In 2014, the outturn in all of the traditional stainless
steel making regions, except South Korea, was higher than in the previous year. the recovery was particularly
strong in the uSA and Japan, with growth in the eu and taiwan also seen. However, production in all of
these established stainless steel making countries remained sill lower than 2006, when production peaked.
on the other hand, China’s output in 2014 was four times more than 2006. However, the rate of growth
is not expected to continue, although production in 2015 expected to continue to increase by more than
5% on 2014, to reach a high of approximately 23 million tonnes. This would represent more than 50% of
global stainless steel production.
it is expected that worldwide production of stainless steel will increase by about 5% worldwide, to reach
approximately 43 million tonnes in 2015.
Ferrochrome
Together with the stainless steel producers, the ferrochrome producers had to reduce their prices further
for their standard materials, to be able to compete with the Chinese producers which lowered their prices
further during the third quarter of 2014. the South African benchmark negotiations for the fourth quarter of
2014 were settled earlier than usual at the end of the third quarter. the settled benchmark price for europe
was at uS$ 1,15/lb Cr, down from uS$ 1,19/lb Cr. in Japan it followed the usual trend at uS$ 0,08/lb Cr
higher that europe at uS$ 1,23/lb Cr in the fourth quarter. this settlement was lower than we anticipated,
mainly due to curtailments in europe and Japan, and the weak South African rand against the uS dollar which
limited the ferrochrome price increases and expected market surplus in the fourth quarter.
With the South African benchmark prices reducing during 2014, producers discounts to the larger buyers
have increased dramatically, where discounts for standard material has increased from 20% earlier in 2014
going up to even 30% from the benchmark price for charge chrome as the competition in the spot market
was tough. Also the currencies in the largest producing countries, such as Kazakhstan, india, Finland and
South Africa, weakened against the uS dollar. the Chinese benefit in the ferrochrome spot market prices
has balanced out with prices now available to all stainless steel producers worldwide.
Afarak’s speciality ferrochrome production and prices continue to be stable where the superalloy and
speciality stainless steel producers demand was maintained over the fourth quarter. Outlook for 2015 also
looks bright with further speciality stainless steel producers committing themselves to long term agreement
to secure tonnages from Afarak.
Mogale Alloys had its first medium carbon charge chrome production as the refining and granulation
plant was commissioned in December 2014. First agreements have been signed with major stainless steel
producers and samples have been forwarded to several potential stainless steel customers worldwide. the
expectations for 2015 are positive, with production ramping up to full speed by the end of 2015.
Manganese Alloy
in December 2014, the european Commission launched an anti-dumping investigation against imports of
silico manganese from india, following the official petition filed by the Association of european Ferro-Alloy
Producers (euroalliages) in november 2014. Specifically, some of its members believe contract prices in the
indian market are well above those in the eu when comparing silico manganese prices on eXW and FoB basis
in india. Silico manganese from india has affected sales of the material from european producers, and also
54
AFA RAK GRouP A nnuAl RePoRt 2014
Mogale Alloys silico manganese production. Mogale Alloys silico manganese has been very limited to the
european market due to the low prices from india. At the present indian silico manganese is subject to 3.7%
import duty in europe. indian, Kazakh and Venezuelan silico manganese is under anti-dumping duty in uSA.
Other Operations
the Group’s other operations include the Group’s headquarters and other Group companies, which do not
have significant business operations. these are reported under unallocated items. the full year eBitDA
from unallocated items was euR -2.5 (-3.9) million. the improvement in eBitDA was mainly due to the full
year effect of the cost saving exercise that the Company undergone in 2013.
In 2014 the Company sold part of the saw mill equipment that was acquired in 2008 for the now discontinued
wood business. this transaction positively affected the Q4/2014 profit for the period by euR 1.8 million.
this profit includes a release of euR 0.6 million from the provision in relation to the discontinued wood
business.
Human Resources
Afarak operates in a very competitive industry and the Group’s ability to successfully execute its business
is dependent upon the competencies and motivations of its employees, as well as its ability to attract and
retain a high calibre personnel. the Group follows local legislation and applicable regulations at each of its
operations in regards to its human resources management.
At the end of 2014, the Group’s headcount was 698, compared to 779 in 2013.
31 December 2014
31 December 2013
Speciality Alloys
FerroAlloys
Other Operations
Total
355
339
4
698
443
333
3
779
Change
-19.9%
1.8%
33.3%
-10.4%
Equal opportunities and diversity are important to an international company such as Afarak and the
appointment of a female chairman demonstrates the Group’s commitment to gender diversity within the
organisation. there are a number of senior female executives across the Group’s key business units.
in South Africa specifically, as part of the Group’s compliance with local legislation, the FerroAlloys division
monitors its employment equity and it is a vital component of the recruitment process to ensure Afarak is
playing its part in the transformation of South Africa. The FerroAlloys division is aiming for an aggressive
target of at least 50% of its workforce is represented by historically disadvantaged individuals.
Highly skilled, motivated and diverse employees are essential to the Group’s success in implementing its
business strategies and executing its objective.
Research and development
Research and development projects at Afarak aim to ensure the Company’s future growth by assessing
the introduction of new products, and evaluating new technologies to improve operational efficiency and
increase production. R&D work is administered separately by each operation and additionally Afarak appoints
external experts for R&D. in 2014, Afarak’s R&D expenditure totalled euR 0.3 (0.1) million. late 2014 Afarak
reached a concrete R&D milestone when the installation of the new refining and granulation plant at Mogale
Alloys was completed which again enabled the Company to produce medium carbon ferrochrome.
Litigation
on 27 March 2014, Afarak announced that the Company had been served a notice of arbitration by Chinese
Suzhou Kaiyuan Chemical Co. ltd (“Suzhou”). Suzhou’s claim of euR 2.66 million relates to a chrome ore
55
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
sales agreement entered into by Chromex Mining Plc (“Chromex”) prior to the acquisition of Chromex by
Afarak together in a joint venture with Kermas limited. the claim has been served on Afarak’s marketing arm
RCS limited and various companies which form part of the Chromex joint venture. the place of arbitration
is Shanghai, China. The Company is strongly contesting the claim and aims to resolve the matter as soon
as possible.
Outlook
the global growth in stainless steel production is expected to lead an increase in demand for chrome
products in 2015. However, as occurred in 2014 where the chrome industry has not been able to increase
chrome product prices it is unclear whether this upswing in prices will occur in 2015.
At Mogale Alloys, part of the FerroAlloys division, the Company started production of medium carbon
ferrochrome during the fourth quarter of 2014, this is expected to make a positive contribution towards
the Company’s profit margins in 2015. in the Speciality Alloys division Afarak expects to continue to see an
increase in raw materials costs. in addition, the strengthening of the uS dollar is also expected to improve
the financial performance of the Company as compared to 2014. in 2015, Afarak’s revenue is expected to
remain at the same levels of 2014 and EBIT is expected to improve as compared to 2014.
Fluctuations of exchange rates between the euro, the South African Rand, the turkish lira and the uS
Dollar can significantly impact the Company’s financial performance.
Significant Risks and Uncertainties
the purpose of risk management is to identify the threats and opportunities affecting the business and the
implementation of its strategy and to ensure that the risks are proportional to the Group’s risk-bearing
capacity. Afarak’s key risks are reviewed and assessed by the Board on a regular basis.
The risk management principles are discussed further in the Corporate Governance Statement.
Afarak has defined its main risk categories as strategic, operational and financial risks, each of which is
discussed below. Additional information on financial risks and financial risk management are presented in
more detail in the notes to the consolidated financial statements in the section 1.7.
Strategic Risks
Afarak’s business is cyclical in nature and a significant strategic risk is the Afarak’s exposure to price and
demand volatility in the commodities markets as well as the steel and stainless steel industries. the global
market for Group’s products may not progress or develop at the levels forecast and a drop in demand
for the Group’s products could have an adverse effect on the Group’s revenues and profits. As a vertically
integrated producer who sells a diverse range of products, from raw chrome ore through to premium,
speciality ferroalloy products, Afarak believes it can mitigate some of this risk by using its strong customer
interface and market intelligence to adjust its production volumes to match demand and adapt its diverse
product mix to meet customer requirements.
Afarak has mining operations and projects in in Turkey and South Africa where political and social risks
remain a challenge. Changes in the mining, employment and fiscal regulatory environment may materially
adversely affect Afarak’s business and its financial results. operations may be affected to varying degrees
by government regulations with respect to matters including, but not limited to: export controls; currency
remittance; income taxes; expropriation of property; foreign investment; maintenance of claims; environmental
legislation; land use; land claims of local people and water use. Afarak seeks to maintain good relationships
through direct, regular engagement and communication with government at local, regional and national
levels, the relevant regulatory departments, its local communities, the unions, its BEE partners, as well as
other stakeholders. Social risk is also a key challenge in the mining sector. Industry or social unrest and
labour actions may materially adversely affect Afarak’s business and its financial results by temporarily
closing down operations. In the occurrence of such event Afarak seeks to resolve the matters with all
stakeholders to reduce the impact on it operation.
56
AFA RAK GRouP A nnuAl RePoRt 2014
Afarak’s strategy is focused on acquisitive and organic growth. Subject to market conditions, the Company
expects to continue to expand its business through acquisitions. there can be no assurance that the Group
will be able to identify suitable acquisition targets, obtain the necessary financing to fund such acquisitions
or acquire acquisition targets on satisfactory terms. if an acquisition has been successful, there are a number
of risks involved in integrating the acquisition into the Group, including but not limited to: a failure to retain
key personnel, difficulties in integrating the acquired operations in the Group’s structure, risks arising from
the change of control provisions in contracts of an acquired company, risk the acquisition may not become
profitable and possible adverse effects on the Group’s financial results.
As part of the organic growth strategy, the Group has recently completed the installation of new ferroalloy
refining and granulation plant, this compliments the South African furnaces and will give the ability to
produce medium carbon ferrochrome. there is a risk that the new plant will not perform as expected and
the group will not achieve the desired future operating cash flows from this investment.
The future organic growth strategy of the Group is changing and the idea of producing niche products is
taking over that of producing larger volumes. Furthermore the Group is also trying to increase its Resources
and Reserves by acquiring new mines or expanding its current operations. there is a risk that Afarak might
not be able to find the appropriate site, or to obtain the necessary licences to develop and operate them or
to secure the required financing, either through financial institutions or through strategic partnerships. if
all or some of these risks materialise it would hinder the implementation of this part of the Group’s growth
strategy.
Operational Risks
Afarak operates in a highly competitive industry and is dependent on the technical skill and management
expertise of a small number of key personnel. the loss of key personnel or the engagement of inappropriate
personnel could have an adverse effect on Afarak’s ability to operate some of its operations, particularly its
processing plants, which could impact the Group’s operating and financial results. Afarak’s future success will
depend on its ability to attract and retain suitably skilled and qualified personnel.. it regularly re-assesses
its remuneration policies and packages, based on Remuneration Committee guidelines, to ensure they are
attractively competitive and reviews its succession plans.
there is always the risk of a severe mining and/or smelting accident at Afarak’s operations, such as adverse
mining conditions, fire, flooding, rock bursts, unusual weather conditions, seismic events, other natural
phenomena and other conditions resulting from drilling, blasting and the removal and processing of material
associated with underground and/or opencast mining, which could have a serious impact on the Group. this
could affect both employees’ physical wellbeing and morale, as well as the operations themselves, resulting
in suspension of operations until the accident has been fully investigated and appropriate measures taken
to prevent a re-occurrence. to mitigate this risk as much as possible, Afarak has adopted a policy of “Zero
Harm” towards health and safety in the workplace. it has conducted baseline assessment risks at all of its
operations, has developed a comprehensive set of health and safety guidelines, policies and procedures
and has a programme of regular, continuous employee training. This is all overseen at the highest level in
the Group by the Board of Directors.
Afarak’s processing operations in Germany and South Africa are intensive users of energy, primarily electricity.
Fuel and energy prices globally have been characterised by volatility coupled with general cost inflation
in excess of broader measures of inflation. in South Africa the majority of the electricity supply, price and
availability are all controlled by one entity, namely eskom. increased electricity prices and/or reduced or
unreliable electricity supply or allocation may negatively impact Afarak’s current operations, particularly its
processing plants, which could have a consequent effect on the Group’s operating and financial results. it
may also impact the Group’s plans to expand its operations and implement its growth strategy.
Afarak’s processing plants are vulnerable to interruptions such as power cuts, particularly where these
events cause a stoppage, which necessitates a shutdown in operations. Stoppages in smelting, even for
only a few hours, can cause the contents of furnaces to solidify, resulting in a plant closure for a significant
period and expensive repairs. To mitigate this risk Afarak employs experienced operating managers and
has standard operating procedures in place for most foreseeable circumstances.
57
Board of Directors Report
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Due to the nature of its business, Afarak has a large, potential exposure to environmental risks. environmental
risks relate first to direct potential harm to the environment, and second to potential post-production
rehabilitation or landscaping obligations. Both these types of environmental risks are managed closely and
regularly assessed. Afarak has appointed external experts to assist in identifying potential liabilities and
ensuring that the different entities within the Group are compliant with the relevant environmental legislation.
the Group regularly assesses the need to conduct studies regarding the environmental liabilities. in the
recent reviews done in our South African operations Afarak concluded that the provisions in the accounts
are sufficient at current level.
Afarak is exposed to litigation risk in various part of it business cycle. legal disputes may relate to contractual
or other liabilities or environmental or other regulatory matters. Currently, there is one significant legal
case pending and the group policy is to publish all significant legal cases and their outcomes.
Financial Risks
Afarak’s financial risks, including liquidity, exchange rate, interest rate, credit and commodity price risk, are
briefly outlined below and are described in more detail in the notes to the consolidated financial statements
in the section 1.7.
liquidity risks involve whether Afarak has enough liquidity to service and finance its operations and pay
back loans. if liquidity risks materialised, it may cause overdue interest expenses and could negatively
impact the Group’s relationship with its goods and service suppliers as well as affect the pricing and other
terms for input goods and services.
Afarak is an international business and has operations in turkey, Germany, Malta and South Africa so the
Group has significant foreign exchange rate exposure. the risks arise from both direct risk, such as commercial
cash flows and currency positions as well as indirect risk, such as changes in the Group’s competitiveness
as a result of its foreign exchange rate exposures compared to its competitors.
Afarak is exposed to interest rate risks where the Group’s subsidiaries enter into loans or other financing
agreements or make deposits and investments related to liquidity management. Changes in interest rates
can influence the repayment of loans, impact the profitability of investments or alter the fair value of the
Group’s assets.
Credit risks are realised when the counterparties in commercial, financial or other agreements cannot take
care of their obligations and cause a negative financial impact to the Group. Afarak’s key customers are
typically long business relationships and include major international steel and stainless steel companies
and some specialty agents selling to the steel sector. As these customers are sector specific, major changes
in that industry’s future outlook or profitability could also increase the Group’s credit risk.
Afarak is exposed to price risks on various output and input products, materials and commodities. The price
risks on input materials and commodities are managed by pricing contracts so that, where possible, any
changes in input materials and commodities may be absorbed in the sales prices. the Group’s processing
operations are exposed to the availability, quality and price fluctuations in raw materials. to diminish these
risks, the Group’s business units seek long-term contract agreements with known counterparties where
possible.
Share Information
Afarak Group Plc’s shares are listed on nASDAQ Helsinki (AFAGR) and on the Main Market of the london
Stock exchange (AFRK).
on 31 December 2014, the registered number of Afarak Group Plc shares was 259,562,434 (248,432,000)
and the share capital was euR 23,642,049.59 (23,642,049.56).
on 31 December 2014, the Company had 4,244,717 (4,244,717) own shares in treasury, which was equivalent
to 1.64% (1.71%) of the issued share capital. The total amount of shares outstanding, excluding the treasury
58
AFA RAK GRouP A nnuAl RePoRt 2014
shares held by the Company on 31 December 2014, was 255,317,717 (244,187,283).
At the beginning of the period under review, the Company’s share price was euR 0.32 on nASDAQ Helsinki
and GBP 0.30 on the london Stock exchange. At the end of the review period, the share price was euR 0.32
and GBP 0.25 respectively. During 2014 the Company’s share price on nASDAQ Helsinki ranged from euR
0.21 to 0.42 per share and the market capitalisation, as at 31 December 2014, was euR 83.1 (1 January
2014: 79.5) million. For the same period on the london Stock exchange the share price range was GBP
0.24 to 0.32 per share and the market capitalisation was GBP 65.5 (1 January 2014: 74.5) million, as at 31
December 2014.
Based on the resolution at the AGM on 8 May 2014, the Board is authorised to buy-back up to a maximum
of 15,000,000 of its own shares. this authorisation is valid until 8 november 2015. the Company did not
carry out any share buy-backs during 2014.
Flagging Notifications
on 10 october 2014, Afarak announced that Hino Resources Co. a company incorporated and existing under
the laws of Hong Kong, has completed a sale of shares in Afarak Group Plc and the transaction resulted in
Hino Resources Co. decreasing below 20% and becoming a 19.26% holder of the shares and voting rights
in Afarak
on 25 July 2014, Ms Aida Djakov announced that as a result of the increase in the total number of shares
from the directed share issue to the vendors of Mogale Alloys, the ownership percentage of Atkey Limited
(“Atkey”), a controlled corporation of Ms Djakov, decreased below 20 per cent. At the time of the notification
Atkey held 19.81 per cent of the shares and voting rights in Afarak. Ms Djakov also held 6.58 per cent of
the shares and voting rights directly, together Atkey and Ms Djakov held 26.4 per cent of the Company’s
voting rights.
On 2 May 2014, Afarak announced that Hino Resources Co. Ltd has completed an acquisition of shares in
Afarak Group Plc and the transaction resulted in Hino increasing above 20 per cent and becoming a 21.29
per cent holder of the shares and voting rights in Afarak.
On 3 April 2014, Afarak announced that Finaline Business Limited a company incorporated and existing
under the laws of British Virgin Islands has completed a sale of 27,000,000 shares in Afarak Group Plc. The
transaction resulted in Finaline Business limited becoming a 0 per cent holder of the shares and voting
rights in Afarak.
On 3 April 2014, Afarak announced that Hino Resources Co. a company incorporated and existing under
the laws of Hong Kong, has completed an acquisition of shares in Afarak Group Plc and the transaction
resulted in Hino Resources Co. increasing above 10 and 15 per cent and becoming a 19.27 per cent holder
of the shares and voting rights in Afarak.
Resolutions of the Annual General Meeting
the Company’s Annual General Meeting (“AGM”) was held on 8 May 2014. the AGM adopted the financial
statements. The AGM resolved in accordance with the proposal of the Board of Directors a capital redemption
of euR 0.02 per share for the year ended on 31 December 2013. the capital redemption was paid on 22
May 2014. the AGM discharged the members of the Board of Directors and the Ceo from liability for the
financial period 2013.
the AGM resolved that all Board Members are paid euR 3,000 per month. Furthermore, the non-executive
Board Members who serve on the Board’s Committees shall be paid an additional euR 1,500 per month for
the committee work. those members of the Board of Directors that are executives of the Company are not
entitled to receive any remuneration for Board membership.
the AGM resolved that the Board of Directors comprises of six members. Dr Jelena Manojlovic, Ms Bernice
59
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Smart, Mr Markku Kankaala, Dr Danko Koncar, Mr Michael lillja and Dr Alfredo Parodi were all re-elected
to the Board. At its meeting held after the Annual General Meeting, the Board of Directors elected from
among its members Dr Jelena Manojlovic as Chairman and Ms Bernice Smart as Deputy Chairman. the Board
appointed from among its members the following members to the Committees:
Audit Committee:
Bernice Smart, (Chairman), Markku Kankaala, Alfredo Parodi
The Nomination and Remuneration committee
Jelena Manojlovic (Chairman), Markku Kankaala, Bernice Smart
the AGM resolved that authorised public accountant firm ernst & Young oy was re-elected as the Auditor
of the Company for the year 2014.
the AGM resolved to authorize the Board of Directors to issue shares and stock options and other special
rights that entitle to shares in one or more tranches up to a maximum of 24,843,200 new shares or shares
owned by the Company. the authorization may be used among other things in financing, enabling corporate
and business acquisitions or other arrangements and investments of business activities and in the employee
incentive and commitment programs. By virtue of the authorization, the Board of Directors can decide both
on share issues against payment and on share issues without payment. the payment of the subscription
price can also be made with consideration other than money. the authorization contains the right to decide
on derogating from shareholders’ pre-emptive right to share subscriptions provided that the conditions
set in the Companies’ Act are fulfilled.
The AGM authorised the Board of Directors to resolve upon acquiring a maximum of 15,000,000 of the
Company’s own shares. the authorisation replaces all previous authorisations and it is valid 18 months
from the decision of the Annual General Meeting.
2015 Annual General Meeting
Afarak’s 2015 Annual General Meeting will be held on 8 May 2015.
Dividend Payout Proposal
the Board of Directors proposes to the Annual General Meeting which will be held on 8 May 2015 that
capital redemption of euR 0.02 per share would be paid out of the paid-up unrestricted equity fund. the
Board will investigate the possibility to increase the dividend.
Events after the review period
On 2 January 2015, Afarak announced that the Company has signed a sale agreement in relation to part of
the saw mill equipment the Company acquired in 2008. The transaction from the discontinued operation
positively affects the Q4/2014 profit.
on 2 January 2015, Afarak announced that as a result of a transaction that occurred between Ms Aida Djakov
and her controller corporation Atkey limited (“Atkey”) Ms Aida Djakov has personally decreased below the
threshold of 5% and Atkey has increased above the threshold of 25%. However, the total combined ownership
of Ms Aida Djakov and Atkey remained unchanged.
on 3 March 2015, Afarak announced that the strike at the Kavak mine in turkey has ended.
Directors’ responsibility
the Directors are responsible for the preparation of the annual report and accounts. the Directors consider
the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the company’s performance, business model and strategy.
Information Presented by Reference
the Group’s key financial figures, related party disclosures, information on share capital and option rights
are presented in the notes to the consolidated financial statements. the share ownership of the parent
60
AFA RAK GRouP An nuAl RePoRt 2014
company’s Board members and Chief executive officer is presented in the notes to the parent company’s
financial statements.
The Corporate Governance Statement and the Remuneration Report are presented as separate reports in
this Annual Report.
For the purposes of united Kingdom listing Authority listing rules (“lR”) 9.8.4C R, the information required
to be disclosed by lR 9.8.4 R can be found in the following locations:-
Sector
Topic
Location
1
2
4
5
6
7
8
9
10
11
12
13
14
Interest capitalised
1.7. notes to the statement of financial position, 10.
Property, plant and equipment.
Publication of unaudited financial information
not applicable
Details of long-term incentive schemes
1.7. notes to the statement of financial position, 19.
Share-based payments
Waiver of emoluments by a directors
not applicable
Waiver of future emoluments by a director
not applicable
Non pre-emptive issues of equity for cash
not applicable
item (7) in relation to major subsidiary undertakings
not applicable
Parent participation in a placing by a listed subsidiary not applicable
Contracts of significance
1.8. Related party disclosures, 1.8.2 Related party
transactions
Provision of services by a controlling shareholder
not applicable
Shareholder waivers of dividends
Shareholder waivers of future dividends
not applicable
not applicable
Agreements with controlling shareholders
not applicable
All the information cross-referenced above is hereby incorporated by reference into this board of directors
report.
61
Board of Directors Report AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Consolidated financial statements
(IFRS)
62
KEY FIGURES
FINaNCIaL INDICaTORS
Continuing operations
Revenue
EBITDA
% of revenue
euR '000
euR '000
operating profit / loss (eBit)
euR '000
% of revenue
Profit / loss before taxes
euR '000
% of revenue
Return on equity
Return on capital employed
Equity ratio
Gearing
Personnel at the end of the
accounting period
%
%
%
%
AFA RAK GRouP An nuAl RePoRt 2014
2014
2013
172,669
135,509
8,447
4.9 %
1,725
1.0 %
460
0.3 %
1.2 %
3.1 %
62.8 %
-0.7 %
698
14,090
10.4 %
-7,984
-5.9 %
-11,130
-8.2 %
-2.2 %
0.0 %
68.5 %
-6.4 %
779
Restated
2012
128,582
9,229
7.2 %
-16,768
-13.0 %
-19,590
-15.2 %
-7.4 %
-4.5 %
69.2 %
-5.4 %
768
63
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
SHARE-RELATED KEY INDICATORS
2014
2013
Group
Continuing
operations
Group
-0.02
-0.02
Continuing
operations
-0.02
-0.02
Group
-0.06
-0.06
0.00
0.00
2012
Continuing
operations
-0.06
-0.06
0.69
0.74
0.74
0.84
0.84
0
0.00
neg.
0
0.00
neg.
1 000
249,280
244,135
244,025
1 000
253,077
248,532
251,604
1 000
259,562
248,432
248,432
0.01
0.01
0.69
0
0.00
27.9
earnings per share, basic euR
Earnings per share,
diluted
Equity per share
euR
euR
Dividends *
euR '000
euR
euR
Dividend per share *
Price to earnings
Average number of
shares
Average number of
shares, diluted
number of shares at the
end of the period
Share price information (NASDAQ Helsinki)
Average share price
Lowest share price
Highest share price
euR
euR
euR
0.32
0.21
0.42
0.40
0.30
0.48
0.67
0.38
1.02
Market capitalisation
euR '000
83,060
79,498
111,794
Share turnover
euR '000
6,638
Share turnover
%
8.1 %
Share price information (London Stock Exchange)
Average share price
Lowest share price
Highest share price
euR
GBP
euR
GBP
euR
GBP
0.37
0.30
0.30
0.24
0.39
0.32
Market capitalisation
euR '000
84,144
GBP '000
65,540
1,826
1.8 %
0.43
0.37
0.35
0.30
0.47
0.40
89,396
74,530
3,773
2.3 %
0.54
0.43
0.39
0.32
1.06
0.86
106,545
86,951
64
AFA RAK GRouP An nuAl RePoRt 2014
2014
2013
Group
Continuing
operations
Group
Continuing
operations
Share turnover
euR '000
Share turnover
GBP '000
9
7
Share turnover
%
0.0 %
19
16
0.0 %
2012
Continuing
operations
Group
154
125
0.1 %
*in 2013 the Company distributed a capital redemption of euR 0.01 per share out of the paid-up unrestricted
equity reserve and no dividend was distributed. in 2014 the Company distributed a capital redemption of
euR 0.02 per share out of the paid-up unrestricted equity fund. in 2015 the Board has proposed to the
AGM that a capital redemption of euR 0.02 per share would be paid out of the paid-up unrestricted equity
fund. the Board will investigate the possibility to increase the dividend.
65
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
FORMULaS FOR CaLCULaTION OF INDICaTORS
Financial indicators
Return on equity
Profit for the period / total equity (average for the period) * 100
Return on capital employed
(Profit before taxes + financing expenses) / (total assets –
interest-free liabilities) average * 100
Equity ratio
total equity / (total assets - prepayments received) * 100
Gearing
EBITDA
operating profit / loss
(interest-bearing debt - liquid funds) / total equity * 100
operating profit + depreciation + amortisation + impairment losses
operating profit is the net of revenue plus other operating income, plus
gain/loss on finished goods inventory change, minus employee benefits
expense, minus depreciation, amortisation and impairment and minus
other operating expense. Foreign exchange gains or losses are included
in operating profit when generated from ordinary activities. exchange
gains or losses related to financing activities are recognised as financial
income or expense
Share-related key indicators
earnings per share, basic
Profit attributable to owners of the parent company / Average number
of shares during the period
Earnings per share, diluted
Profit attributable to owners of the parent company / Average number
of shares during the period, diluted
Equity per share
Dividend per share
equity attributable to owners of the parent / Average number of shares
during the period
Dividends / number of shares at the end of the period. in the
attached table of share related key indicators, the dividend and capital
redemptions are presented in that year's column on which results the
pay-out are based; hence the actual payment takes place during next
year.
Price to earnings
Share price at the end of the period / earnings per share
Average share price
total value of shares traded in currency / number of shares traded
during the period
Market capitalisation
number of shares * Share price at the end of the period
66
AFA RAK GRouP An nuAl RePoRt 2014
CONSOLIDaTED FINaNCIaL STaTEMENTS
CONSOLIDaTED INCOME STaTEMENT aND STaTEMENT OF COMPREHENSIVE INCOME
euR ‘000
Revenue
Other operating income
Materials and supplies
employee benefits expense
Depreciation and amortisation
Other operating expenses
Impairment, net
Share of profit from associates
Share of profit from joint ventures
Operating profit / loss
Finance income
Finance cost
Profit / loss before taxes
Income taxes
Profit / loss for the year from continuing
operations
Discontinued operations
Profit for the year from discontinued
operations
Profit / loss for the year
Profit attributable to:
Owners of the parent
Non-controlling interests
earnings per share (counted from profit
attributable to owners of the parent):
basic (euR), Group total
diluted (euR), Group total
basic (euR), continuing operations
diluted (euR), continuing operations
Note
1
2
3
4
5
4
12
13
6
6
7
8
9
1.1.-31.12.2014
1.1.-31.12.2013
172,669
3,370
-136,552
-16,123
-6,717
-11,612
-5
6
-3,311
1,725
4,166
-5,431
460
12
472
1,773
2,245
2,858
-613
2,245
0.01
0.01
0.00
0.00
135,509
12,936
-100,916
-19,283
-22,074
-11,863
0
6
-2,300
-7,984
8,016
-11,162
-11,130
6,728
-4,403
0
-4,403
-4,252
-151
-4,403
-0.02
-0.02
-0.02
-0.02
67
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
CONSOLIDaTED STaTEMENT OF COMPREHENSIVE INCOME
EUR '000
1.1.-31.12.2014
1.1.-31.12.2013
Profit / loss for the year
2,245
-4,403
Other comprehensive income
Items that will not be reclassified to profit and loss
Remeasurements of defined benefit pension plans
-4,036
-40
Items that may be reclassified to profit and loss
exchange differences on translation of foreign operations - Group
exchange differences on translation of foreign operations –
Associate and Joint Venture
Income tax relating to other comprehensive income
-5,198
-997
-964
-21,858
-347
7,741
Other comprehensive income, net of tax
-11,195
-14,505
Total comprehensive income for the year
-8,950
-18,907
Profit attributable to:
Owners of the parent
Non-controlling interests
-8,527
-423
-8,950
-17,130
-1,778
-18,908
68
CONSOLIDaTED STaTEMENT OF FINaNCIaL POSITION
AFA RAK GRouP An nuAl RePoRt 2014
EUR '000
aSSETS
Non-current assets
Property, plant and equipment
Goodwill
other intangible assets
Investments in associates
other financial assets
Receivables
Deferred tax assets
Current assets
Inventories
trade and other receivables
Cash and cash equivalents
Total assets
EQUITy aND LIaBILITIES
Equity attributable to owners of the parent
Share capital
Share premium reserve
Legal Reserve
Paid-up unrestricted equity reserve
Translation reserve
Retained earnings
Non-controlling interests
Total equity
Non-current liabilities
Deferred tax liabilities
interest-bearing debt
Share of joint ventures´ losses
Pension liabilities
other non-current debt
Provisions
Current liabilities
trade and other payables
Provisions
tax liabilities
interest-bearing debt
Total liabilities
Total equity and liabilities
Note
31.12.2014
31.12.2013
10
11
11
12
14
14
20
15
16
17
18
20
14
13
22
23
21
23
21
23
14
47,970
63,052
20,358
92
587
39,910
4,166
176,136
60,051
40,769
13,332
114,153
290,289
23,642
25,740
210
243,424
-12,061
-103,657
177,298
4,947
182,245
8,200
6,263
19,580
19,954
42
10,137
64,176
31,974
77
5,951
5,866
43,868
108,044
290,289
36,257
62,288
22,040
76
580
43,525
12,546
177,312
46,284
40,559
13,769
100,612
277,924
23,642
25,740
201
242,725
-4,773
-102,574
184,960
5,368
190,328
8,507
149
15,293
16,095
40
9,739
49,823
28,742
542
7,128
1,362
37,773
87,596
277,924
69
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
CONSOLIDaTED STaTEMENT OF CaSH FLOWS
EUR '000
Operating activities
Profit / loss for the period
Adjustments to net profit:
Non-cash items
Depreciation and impairment
Finance income and cost
Income from associates
Income taxes
Share-based payments
Proceeds from non-current assets
Working capital changes:
Change in trade receivables and other receivables
Change in inventories
Change in trade payables and other debt
Change in provisions
Interests paid
Interests received
other financing items
Income taxes paid
Discontinued operations
Net cash from operating activities
Investing activities
Acquisitions of subsidiaries, net of cash acquired
Capital expenditure on non-current assets, net
Other investments, net
Disposals of subsidiaries, net of cash sold
Repayments of loan receivables and loans given, net
Net cash used in investing activities
Financing activities
Capital redemption
Proceeds from borrowings
Repayments of borrowings
Repayments of finance leases
Net cash used in financing activities
Change in cash and cash equivalents
70
1.1.-31.12.2014
1.1.-31.12.2013
2,245
-4,403
6,722
2,352
3,305
-12
154
-3,029
2,732
-13,298
7,140
-1,113
-1,240
782
-47
-478
-1,087
5,129
0
-14,347
1,785
-2
2,351
-10,213
-4,884
11,365
-1,801
-89
4,590
-494
22,074
3,650
2,294
-6,728
1,020
-813
-9,371
319
3,560
-1,086
-740
814
6,752
-3,104
-504
13,734
-404
-10,883
691
2
885
-9,708
-2,442
0
-1,405
0
-3,847
179
AFA RAK GRouP An nuAl RePoRt 2014
EUR '000
Cash at beginning of period
exchange rate differences
Cash at end of period
Change in the statement of financial position
1.1.-31.12.2014
1.1.-31.12.2013
13,769
57
13,332
-494
14,158
-568
13,769
179
the cash flow from operating activities include discontinued operations relating to lP Kunnanharju cleaning
cost of euR 585 thousand and the storage cost of the Sawmill equipment of euR 501 thousand. Part of the
Sawmill equipment was actually sold in December 2014, however the cash inflows were actually received
in January 2015.
71
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
CONSOLIDaTED STaTEMENT OF CHaNGES IN EQUITy
euR ‘000
A = Share capital
B = Share premium reserve
C = Paid-up unrestricted equity reserve
D = Translation reserve
E = Retained earnings
F = Legal reserve
G = equity attributable to owners of the parent, total
H = Non-controlling interests
I = Total equity
euR '000
A
B
C
D
E
F
G
H
I
Attributable to owners of the parent
Equity at 31.12.2012
(Restated)
Profit for the period
1-12/2013
Other comprehensive
income
Total comprehensive
income
Share-based payments
Capital redemption
Other changes in equity
23,642
25,740 245,167
8,045
-99,192
0 203,402
7,164 210,565
-4,252
-4,252
-151
-4,403
-12,818
-40
-12,858
-1,647 -14,505
-12,818
-4,292
-17,110
-1,798 -18,908
-2,441
1,109
1,109
-2,441
-201
201
0
2
0
0
1,111
-2,441
0
Equity at 31.12.2013
23,642
25,740 242,726
-4,773
-102,576
201 184,960
5,368 190,327
Profit for the period
1-12/2014
Other comprehensive
income
Total comprehensive
income
Share-based payments
Rights Issue
Capital redemption
Acquisitions and disposals
of subsidiaries
Other changes in equity
2,858
2,858
-613
2,245
-7,349
-4,036
-11,385
190 -11,195
-7,349
-1,178
-8,527
-423
-8,950
5,583
-4,884
154
2
60
-60
9
154
5,583
-4,884
2
9
3
0
0
0
157
5,583
-4,884
2
9
Equity at 31.12.2014
23,642
25,740 243,425
-12,062
-103,658
210 177,297
4,948 182,244
72
AFA RAK GRouP An nuAl RePoRt 2014
1. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.1 COMPANY INFORMATION
Afarak Group is a chrome mining and minerals producer focused on delivering sustainable growth with a
speciality alloys business in southern europe and a ferro alloys business in southern Africa. the Group’s
parent company is Afarak Group Plc (business iD: 0618181-8). the parent company is domiciled in Helsinki,
and its registered address is Kasarmikatu 36, 00130 Helsinki, Finland. Copies of the consolidated financial
statements are available at Afarak Group Plc’s head office or at the Company’s website: www.afarakgroup.
com.
Afarak Group Plc is quoted on the nASDAQ Helsinki oy (trading code: AFAGR) in the industrials group, in
the small-cap category, and on the main market of the london Stock exchange (AFRK).
1.2 ACCOUNTING PRINCIPLES
Basis of preparation
these consolidated financial statements of Afarak Group have been prepared in accordance with the
International Financial Reporting Standards (IFRS) and in conformity with the IAS and IFRS standards as well
as the SiC and iFRiC interpretations in force on 31 December 2014. in the Finnish Accounting Act and the
regulations issued on the basis thereof, international Financial Reporting Standards refer to the standards
and their interpretations that have been approved for application within the eu in accordance with the
procedure prescribed in the eu regulation (eC) 1606/2002. notes to the consolidated financial statements
also meet the requirements set forth in the Finnish accounting and company legislation.
the consolidated financial statements have been prepared on historical cost basis, unless otherwise explicitly
stated. All the figures in the consolidated financial statements are given in euR thousands.
Afarak Group Plc’s Board of Directors resolved on 27 March 2015 that these financial statements are to be
published. According to the Finnish Companies Act, shareholders shall endorse the financial statements in
the Annual General Meeting convening after the financial statements have been published.
Presentation of financial statements
the consolidated financial statements provide comparative information in respect of the previous period. in
addition, the Group presents an additional statement of financial position at the beginning of the earliest
period presented when there is: a retrospective application of an accounting policy; a retrospective
restatement; or a reclassification of items in financial statements that has a material impact on the Group.
Principles of Consolidation
the consolidated financial statements include the parent company Afarak Group Plc, its subsidiaries, joint
ventures and associated companies. Subsidiaries refer to companies controlled by the Group. the Group
gains control of a company when it holds more than half of the voting rights or otherwise exercises control.
the existence of potential voting rights has been taken into account in assessing the requirements for
control in cases where the instruments entitling their holder to potential voting rights can be exercised
at the time of assessment. Control refers to the right to govern the financial and operating policies of an
enterprise so as to obtain benefits from its activities.
Acquired subsidiaries are consolidated from the time when the Group gained control, and divested subsidiaries
until the time when control ceased. All intra-group transactions, receivables, debts, and unrealised profits,
73
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AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
as well as internal distribution of profits, are eliminated when the consolidated financial statements are
prepared. the distribution of profits between parent company owners and non-controlling owners is shown
on the income statement, and the non-controlling interest of equity is shown as a separate item in the
statement of financial position under shareholders’ equity.
Afarak Group Plc has consolidated elektrowerk Weisweiler GmbH to its financial statements since 1 november
2008 based on potential voting rights arising from a call option. Afarak exercised the call option on 10 May
2012 and acquired 100 % of the shares in elektrowerk Weisweiler GmbH. the transaction has been treated
as an adjustment to the cost of acquisition in accordance with the earlier IFRS 3 which was applied in 2008.
The Group holds 51% of shares of Synergy Africa Ltd. However, the shareholders of Synergy Africa Ltd have
entered into a joint venture agreement with joint control over the company. Therefore, the company and
its subsidiaries are not consolidated into the Group as subsidiaries but as joint ventures.
Joint ventures are entities in which each venturer has an interest and there is a contractual arrangement
establishing joint control over the economic activity of the entity. Afarak Group changed the account method
in 2012 and the interests in joint ventures are now recognised using the equity method. the Group’s share
of net assets or liabilities in the Joint venture is recorded on one line in the balance sheet. the Group’s
share of net profit or loss of the Joint venture is also shown on one line in the income statement.
Associates are companies in which Afarak Group exercises significant influence. the Group exercises
significant influence if it holds more than 20% of the target company’s voting rights, or if the Group in
other ways exercises significant influence but not control. Associates have been consolidated in the Group’s
financial statements using the equity method. if the Group’s share of the associate’s losses exceeds the
carrying amount of the investment, the investment is recognised at zero value on the statement of financial
position, and losses exceeding the carrying amount are not consolidated unless the Group has made a
commitment to fulfil the associates’ obligations. investment in an associate includes the goodwill arising
from its acquisition.
Translation of foreign currency items
Figures indicating the profit or loss and financial position of Group entities are measured in the currency
of each entity’s main operating environment (‘functional currency’). Figures in the consolidated financial
statements are presented in euro, the functional and presentation currency of the Group’s parent company,
Afarak Group Plc.
transactions in foreign currencies have been recorded at the functional currency using the exchange rate
on the date of the transaction or mid reference rates of central banks. Monetary items denominated in
foreign currencies have been translated into the functional currency using the exchange rates at the balance
sheet date. exchange rate gains and losses are included in the revenue, operational costs or financial items,
corresponding to their respective origin. Hedge accounting has not been applied.
in the Group accounts, foreign subsidiaries’ income statement and statement of cash flows are converted
into euro by using average exchange rates for the period, and the statement of financial position is converted
by using the period-end exchange rate. the translation differences arising from this are recognised in
other comprehensive income. translation differences arising from the elimination of the acquisition cost
and post-acquisition equity changes are also recognised in other comprehensive income. If and when the
foreign subsidiary is partially or fully divested, these accrued translation differences will be taken into
account in adjusting the sales gain or sales loss.
Goodwill, other assets and liabilities arising from acquisitions of subsidiaries are recognised in the Group
accounts using the functional currency of each acquired subsidiary. the balances in that functional currency
have then been translated into euro using the exchange rates prevailing at the end of the reporting period.
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AFA RAK GRouP An nuAl RePoRt 2014
operating profit
iAS 1 Presentation of financial statements does not define the concept of operating profit. Afarak Group
has defined it as follows: operating profit is the net amount derived by adding to revenue other operating
income, less materials and supplies, and expenses from work performed by the enterprise and capitalised,
less costs from employee benefits, depreciation and impairment losses, and other expenses. Shares of
associated companies’and joint venture companies’ profit or loss are included in the operating profit to
the extent to which they relate to the Group’s core businesses. All other items of the income statement
are excluded from operating profit. exchange differences arising from operational transactions with third
parties are included in operating profit; otherwise they are recorded under financial items.
IAS 1 amendment introduced the requirement for grouping of items presented in Other Comprehensive
income. items that are reclassified (or `recycled`) to profit or loss at a future point in time will be presented
separately from items which will never be reclassified. the amendment affected the presentation of other
Comprehensive Income.
Revenue recognition
income from the sale of goods is recognised once the substantial risks and benefits associated with
ownership have been transferred to the buyer. the transfer of risks depends on, among others, terms of
delivery (Incoterms). The most often used term is FCA or FOB, under which the revenue is recognised when
the goods are assigned to the buyer’s carrier or loaded on board the vessel nominated by the buyer. As
typical in the business, preliminary invoices are issued for the mineral concentrates at the time of delivery.
Final invoices are issued when quantity, mineral content and pricing have been defined for the delivery lot.
income not generated by the Group’s main businesses is accounted for as other operating income. the
expenses incurred from disposals of non-current assets or a disposal group of assets are deducted from
the gain on disposal.
Pension liabilities
Pension arrangements in Afarak Group are classified as defined contribution plans or defined benefit
plans (Germany and turkey). Payments for defined contribution plans are recognised as expenses for the
relevant period. the present value of obligation for the defined benefit plans has been estimated applying
the Projected unit Credit Method and recognised as a non-current liability on the statement of financial
position. The standard IAS 19 was revised and includes changes to the presentation and measurement of
defined benefit plans as well as amendments to the accounting treatment of other employee benefits. the
amendment has changed the determination of the applicable discount rate and also the possibility to apply
the so called “corridor method” has been abolished. Consequently, actuarial gains and losses are recognised
in other comprehensive income when they occur and the net defined benefit liability or asset are presented
in full on the statement of financial position.
Share-based payments
Option rights are measured at fair value at the time they were granted and recorded as expenses on a
straight-line basis during the vesting period. the expenses at the time the options were granted are
determined according to the Group’s estimate of the number of options expected to vest at the end of the
vesting period. Fair value is determined on the basis of an applicable option pricing model (e.g. Black-
Scholes). the effects of non-market-based terms and conditions are not included in the fair value of the
option; instead, they are taken into account in the estimated number of options expected to vest at the
end of the vesting period. the Group updates the estimated final number of options on each balance sheet
date. Changes in the estimates are recorded in the income statement. When the option rights are exercised,
the cash payments received from the subscriptions adjusted with potential transaction costs are recorded
under paid-up unrestricted equity reserve.
the Group from time to time directs free issues of shares to the members of the Board of Directors or key
executives, as approved by the AGM. the compensation is settled in shares and is accordingly recognised as
share-based payment in the Group’s financial statements. the fair value of the granted shares is determined
75
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
based on the market price of the Afarak Group share at the grant date. the total fair value is therefore the
amount of granted shares multiplied by the share market price at grant date. the cost is recognised as
expense in personnel costs over the vesting periods and credited to equity (retained earnings).
Black Economic Empowerment (BEE) transactions
the purpose of South African Black economic empowerment (Bee) regulation is to enable previously
disadvantaged people meaningfully to participate in the South African economy. The Group is committed
to making a positive contribution towards the objectives of Bee. Where the Group disposes of a portion of a
South African based subsidiary or operation to a Bee company at a discount to fair value, the transaction is
considered to be a share-based payment (in line with the principle contained in South Africa interpretation
AC 503 Accounting for Black Economic Empowerment (BEE) Transactions). The discount provided or value
given is calculated in accordance with IFRS 2 and recognised as an expense. Where the BEE transaction
includes service conditions, the expense is recognised over the vesting period. Otherwise the expense is
recognised immediately on the grant date.
Lease agreements (the Group as the lessee)
leases of tangible assets where the Group possesses a material portion of the risks and benefits of ownership
are classified as financial leases. An asset acquired through a financial lease agreement is recognised at the
fair value of the leased object at the beginning of the lease period, or at a lower current value of minimum
lease. An asset obtained through a finance lease is depreciated over the useful life of the asset or the lease
term, whichever is shorter. the leases payable are divided into financial expenses and loan repayment
during the lease term so that the interest rate for the remaining loan is roughly the same each financial
year. leasing obligations are included in interest-bearing liabilities. lease agreements in which the risks
and benefits typical of ownership remain with the lessor are classified as other leases. leases paid under
other lease agreements, for instance operating leases, are recognised as expenses on a straight-line basis
over the lease term.
Impairment
on each balance sheet date, the Group makes an assessment of whether there are any indications of asset
impairment. if such indications exist, the recoverable amount of the asset is estimated. in addition, goodwill
is assessed annually for its recoverable amount regardless of whether there are any signs of impairment.
Impairment is examined at the cash-generating unit level; in other words, the lowest level of entity that
is primarily independent of other entities and whose cash flows can be separated from other cash flows.
impairment related to associates and other assets are tested on a company/asset basis.
the recoverable amount is the fair value of an asset less divestment costs, or the higher value in use.
Value in use means the present value of estimated future cash flows expected to arise from the asset or
cash-generating unit. Value in use is forecast on the basis of circumstances and expectations at the time of
testing. The discount rate takes into account the time value of money as well as the special risks involved
for each asset, different industry-specific capital structures in different lines of business, and the investors’
return expectations for similar investments. An impairment loss is recorded when the carrying amount of an
asset is greater than its recoverable amount. if the impairment loss is allocable to a cash-flow-generating
unit, it is allocated first to reduce the goodwill of the unit and subsequently to reduce other assets of the
unit. An impairment loss is reversed if a change has occurred in circumstances and the recoverable amount
of the asset has changed since the impairment loss was recognised. An impairment loss recognised for
goodwill is not reversed in any circumstances.
Goodwill is tested for impairment annually at year end; for the 2014 financial year, testing took place on
31 December 2014. impairment testing and the methods used are discussed in more detail in section 1.4
in the ‘notes to the consolidated financial statements’.
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AFA RAK GRouP An nuAl RePoRt 2014
Financial income and expense
interest income and expense is recognised using the effective interest method, and dividends are recognised
when the right to dividends is established. unrealised changes in value of items measured at fair value are
recognised in the profit or loss. these items relate to currency forward contracts. exchange rate gains or
losses that arise from intercompany loans that are considered as part of the net investment in the foreign
entity are included, net of any deferred tax effects, in the translation reserve within the equity. these
exchange differences are recognised in other comprehensive income while accumulated exchange differences
are presented in the translation reserves in the equity.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset forming part of the cost of that asset, are capitalised if it is likely that they will provide future economic
benefit and can be measured in a reliable manner. other borrowing costs are recognised as an expense in
the period in which they are incurred.
Income taxes
tax expenses on the income statement consist of the tax based on taxable income for the year and deferred
taxes. taxes based on taxable income for the year are calculated using the applicable tax rates. taxes are
adjusted with any taxes arising from previous years. Maltese companies’ income taxes are recognised and
paid applying the nominal income tax rate which is 35%. 6/7 of this tax is refunded when the company
pays dividend. Consequently the effective tax rate is 5%. the tax refund is recognised when the dividend is
declared. Taxes arising from items recognised directly in the equity are presented as income tax relating
to other comprehensive income.
Deferred taxes have been calculated for all temporary differences between the carrying amount and taxable
amount. Deferred taxes have been calculated using the tax rates set at the balance sheet date. Deferred
tax assets arising from taxable losses carried forward have been recognised up to the amount for which
there is likely to be taxable income in the future, and against which the temporary difference can be used.
tangible assets
tangible assets have been measured at historical cost less accumulated depreciation and impairment losses.
the initial cost of an asset comprises its purchase price, costs directly attributable to bringing the asset into
operation and the initial estimate of the rehabilitation and decommissioning obligation. Heavy production
machinery often contains components with different useful lives, and therefore the component approach
is applied. Material component replacements and repairs are capitalised. The repair and maintenance of
lighter machinery and other intangible items are recognised as expense when occurred.
interest expenses are capitalised as part of the tangible asset’s value if and when the Group acquires or
constructs assets that satisfy the required terms and conditions.
Assets are depreciated over their useful lives using the straight-line method, except for the mineral resources
and ore reserves which are depreciated based on estimated or reported consumption. land areas are not
depreciated. the estimated useful lives of assets are as follows:
Buildings
Machinery and equipment
other tangible assets
15–50 years
3–15 years
5–10 years
Mines and mineral assets
units-of-production method
77
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
the residual value of assets and their useful life are reviewed in connection with each financial statement
and, if necessary, they will be adjusted to reflect the changes that have occurred in the expected financial
benefit. the sales gains or losses arising from the decommissioning or divestment of tangible assets are
included in other operating income or expenses.
Mines and mineral assets
Measurement of mineral resources and ore reserves in business combinations
Mineral resources and ore reserves acquired in business combinations are recognised as separate assets. in
the recognition and measurement of mineral resources and ore reserves the Group utilises available third
party reports of the quantities, mineral content, estimated production costs and exploitation potential of the
resource. the probability of the ore reserve is also an essential factor. in the mining and minerals business,
the probability is commonly described by classifying a mineral resource into categories such as ‘proven’,
‘probable’, ‘inferred’ and ‘hypothetical’. there are also generally accepted standards for the classification
of mineral resources in the business, such as the standards of the South African Code for the Reporting of
exploration Results, Mineral Resources and Mineral Reserves (‘SAMReC’). the measurement of ore reserves
is based on estimated market prices, estimated production costs and quantities. on the Group’s statement
of financial position, mineral resources and ore reserves are presented as tangible assets. Rehabilitation
liabilities related to mines are included in their cost of acquisition, and corresponding provision is recognised
on the statement of financial position.
Exploration and evaluation expenses of mineral resources
Exploration and evaluation expenditure relates to costs incurred on the exploration and evaluation of potential
mineral reserves and resources when new potential ore reserves are sought, for example by exploratory
drilling. Exploration and evaluation expenditure is carried forward as an asset if the Group expects such
costs to be recouped in full through the successful development of the area of interest; or alternatively by
its sale; or if exploration and evaluation activities in the area of interest have not yet reached a stage which
permits the reasonable assessment of the existence of economically recoverable reserves and active and
significant operations in relation to the area are either continuing or planned for the future. exploration
and evaluation expenditure includes material and other direct costs incurred, for instance, by exploratory
drilling and surveys. Overheads are included in the exploration and evaluation asset to the degree to which
they can be associated with finding and evaluating a specific mineral resource. exploration and evaluation
assets are measured at cost and are transferred to mine development assets when utilisation of the mine
begins. the asset is then depreciated using the units-of-production method.
Exploration and evaluation assets are assessed for impairment if and when facts and circumstances suggest
that the carrying amount exceeds its recoverable amount. in particular, the impairment tests are carried
out if the period for which the Group has right to explore the specific area expires or will expire in the near
future and future exploration and evaluation activities are not planned for the area.
exploration and evaluation assets acquired in conjunction with business combinations are accounted for
at fair value in accordance with the principles of IFRS 3.
Mine establishment costs
Mine establishment costs are capitalised as part of the mine’s acquisition cost and depreciated using the
units-of-production method when the production of the mine begins. the costs arising from changes in
mining plan after the production has begun are expensed as incurred.
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AFA RAK GRouP An nuAl RePoRt 2014
Impairment
the value of mineral resources and ore reserves acquired in business combinations is tested for impairment
if there are indications of deterioration in the long-term ability to utilise the asset economically. in the test
the cash flows generated by the asset are assessed based on most recent information on the technical and
economic utilisation of the asset.
Goodwill and intangible assets identified at acquisition
Goodwill represents the portion of acquisition cost that exceeds the Group’s share of the fair value at the
time of acquisition of the net assets of the acquired company. Instead of regular amortisation, goodwill is
tested annually for potential impairment. For this purpose, goodwill has been allocated to cash-generating
units or, in the case of an associated company, is included in the acquisition cost of the associate in
question. Goodwill is measured at original acquisition cost less impairment losses. Changes in purchase
considerations, for example due to earn-out arrangements, relating to acquisitions carried out before 2010
have been recognised against goodwill in accordance with the earlier iFRS 3.
the net assets of an entity acquired in a business combination are measured at fair value at the date of
acquisition. in connection with business combinations, the Group also identifies intangible assets that are
not necessarily recorded on the statement of financial position of the acquired entity. these assets include,
for instance, customer relationships, trademarks and technology. The assets are recognised at fair value
and amortised over their useful lives. the amortisation periods for these intangible assets are as follows:
Customer relationships: 2-5 years depending on contractual circumstances
technology: 5-15 years
trademarks: 1 year
Research and development costs
Research costs are always recognised as expenses. Mine development costs are capitalised as part of mining
assets and depreciated on a unit of production basis. the development costs, which primarily relate to the
development of existing products, are expensed as incurred.
Other intangible assets
other intangible assets are initially recognised on the statement of financial position at cost when the costs
can be reliably determined and it is probable that the expected financial benefits of those assets will be
reaped by the Group. other intangible assets mainly relate to it software utilised in support of the Group’s
business operations and they are amortised over 3-5 years.
Inventories
inventories are measured at acquisition cost or a lower probable net realisable value. Acquisition costs are
determined using the average cost method. the cost of finished goods and work in progress comprises raw
materials, direct labour expenses, other direct expenses, and an appropriate share of fixed and variable
production overheads based on the normal capacity of the production facilities. in open pit mining operations,
the removal costs of overburden and waste material (stripping costs) are included in the cost of inventory.
in ordinary operations, the net realisable value is the estimated selling price that is obtainable, less the
estimated costs incurred in completing the product and the selling expenses.
Financial assets
Financial assets within the scope of iAS 39 are classified as financial assets at fair value through profit or
loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets or as derivatives
designated as hedging instruments, as appropriate. the Group determines the classification of its financial
assets at initial recognition. All financial assets are recognised initially at fair value plus, in the case of
79
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
investments not at fair value through profit or loss, directly attributable transaction costs.
the Group’s financial assets include cash and cash equivalents, short-term deposits, money market
instruments, trade and other receivables, loan and other receivables, unquoted financial instruments and
derivative financial instruments.
Financial assets at fair value through profit or loss include financial assets held for trading and financial
assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified
as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. This
category includes derivative financial instruments that are not designated as hedging instruments. Financial
assets at fair value through profit and loss are carried in the statement of financial position at fair value
with changes in fair value recognised in finance income or finance cost.
loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial measurement, such financial assets are subsequently measured
at amortised cost using the effective interest rate method (eiR), less impairment. the eiR amortisation is
included in finance income. the impairment losses are recognised as finance costs.
non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as
held-to-maturity when the Group has the positive intention and ability to hold it to maturity. After initial
measurement, held-to-maturity investments are measured at amortised cost using the effective interest
method, less impairment.
Financial assets classified as available-for-sale are those which are neither classified as held for trading
nor designated at fair value through profit or loss. After initial measurement, available-for-sale financial
investments are subsequently measured either at fair value with unrealised gains or losses recognised as
other comprehensive income until the investment is derecognised, at which time the cumulative gain or
loss is recognised in finance income or cost, or determined to be impaired, at which time the cumulative
loss is recognised as finance costs and removed from the available-for-sale assets.
the fair value of financial instruments that are traded in active markets at each reporting date is determined
by reference to quoted market prices or dealer price quotations, without any deduction for transaction costs.
For financial instruments not traded in an active market, the fair value is determined using appropriate
valuation techniques. Such techniques may include: using recent arm’s length market transactions; reference
to the current fair value of another instrument that is substantially the same; discounted cash flow analysis;
or other valuation models.
Derivative financial instruments and hedge accounting
When necessary, the Group utilises derivative financial instruments, such as forward currency contracts
and interest rate swaps, to hedge its foreign currency risks and interest rate risks. Such derivative financial
instruments are initially recognised at fair value on the date on which a derivative contract is entered into
and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair
value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from
changes in fair value on derivatives are recognised on the income statement. The Group does not apply
hedge accounting.
Treasury shares
Own equity instruments, which are reacquired (treasury shares), are recognised at cost and deducted
from the paid-up unrestricted equity reserve. No gain or loss is recognised on the purchase, sale, issue or
cancellation of the Group’s own equity instruments.
Financial liabilities
liabilities are classified as current and non-current, and include both interest-bearing and interest-free
liabilities. interest-bearing liabilities are liabilities that either include a contractual interest component, or
are discounted to reflect the fair value of the liability. in the earlier financial years discounted non-current
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AFA RAK GRouP An nuAl RePoRt 2014
liabilities have included acquisition-related deferred conditional and unconditional liabilities. Certain conditional
liabilities have included an earn-out component that needed to be met to make the liability unconditional
and fix the amount of the future payment. Acquisition-related conditional purchase considerations that
were payable in the Company’s shares were presented as interest-free liabilities.
Financial liabilities within the scope of iAS 39 are classified as financial liabilities at fair value through
profit or loss; loans and borrowings; or derivatives designated as hedging instruments, as appropriate. the
Group determines the classification of its financial liabilities at initial recognition. All financial liabilities
are recognised initially at fair value, and in the case of loans and borrowings, plus directly attributable
transaction costs. the Group’s financial liabilities include trade and other payables, bank overdrafts, loans
and borrowings, and derivative financial instruments.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost using the effective interest rate method. Gains and losses are recognised on the income statement
when the liabilities are derecognised as well as through the effective interest rate method (eiR) amortisation
process. Amortised cost is calculated by taking into account any discounts or premiums and fees or costs
that are an integral part of the eiR. the eiR amortisation is included in finance cost.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive), as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate can be made of the amount of the obligation. if the effect of the
time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due
to the passage of time is recognised as a finance cost.
the provision for rehabilitation and decommissioning costs has arisen on operating mines and minerals’
processing facilities. these costs are provided at the present value of expected costs to settle the obligation
using estimated cash flows. the cash flows are discounted at a current pre-tax rate that reflects the risks
specific to the rehabilitation and decommissioning liability. the estimated future costs of decommissioning
are reviewed annually and adjusted as appropriate. Changes in the estimated future costs of or in the discount
rate applied to the rehabilitation obligation are added or deducted from the profit or loss or, respectively,
decommissioning obligation adjusted to the carrying value of the asset dismantled.
Non-current assets held for sale and discontinued operations
The standard IFRS 5 requires that an entity must classify a non-current asset or a disposal group as assets
held for sale if the amount equivalent to its carrying amount is accumulated primarily from the sale of the
item rather than from its continued use. in this case, the asset or disposal group must be available for
immediate sale in its present condition under general and standard terms for the sale of such assets, and
the sale must be highly probable.
Accounting policies requiring management discretion and key uncertainty factors
for estimates
Preparation of the financial statements requires management to make estimates, assumptions and forecasts
regarding the future. Future developments may deviate significantly from the assumptions made if changes
occur in the business environment and/or business operations. in addition, management is required to use
its discretion in the application of the financial statements’ preparation principles.
The scope of the financial statements
the consolidated financial statements include the parent company Afarak Group Plc, its subsidiaries, joint
ventures and associated companies. Subsidiaries refer to companies in which the Group has control. the
Group gains control of a company when it holds more than half of the voting rights or otherwise exercises
control. The assessment of whether control is exercised requires management discretion.
81
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
The Group holds 51% of shares of Synergy Africa Limited. However, the shareholders of Synergy Africa
Limited have entered into a joint venture agreement with joint control over the company. The joint venture
agreement includes terms and conditions which give the other shareholder participating rights. Therefore,
the Group’s management has assessed, using its discretion, that the company and its subsidiaries are not
consolidated into the Group as subsidiaries but as joint ventures.
IFRS 11 requires considering all facts and circumstances relating to joint arrangements instead of legal form
only, which influences the accounting treatment of the arrangements. under the new standard Afarak’s
share in Synergy Africa limited and its subsidiaries are consolidated under the equity method instead of the
proportionate method of consolidation. Synergy Africa limited and its subsidiaries form a part of Afarak’s
mining operations in South Africa.
Allocation of the cost of a business combination
In accordance with IFRS 3, the acquisition cost of an acquired company is allocated to the assets of the
acquired company. the management has to use estimates when determining the fair value of identifiable
assets and liabilities. Determining a value for intangible assets, such as trademarks and customer relationships,
requires estimation and discretion because in most cases, no market value can be assigned to these assets.
Determining fair value for tangible assets requires particular judgment as well, since there are seldom active
markets for them where the fair value could be obtained. in these cases, the management has to select an
appropriate method for determining the value and must estimate future cash flows.
Impairment testing
Goodwill is tested annually for impairment, and assessments of whether there are indications of any other
asset impairment are made at each balance sheet date, and more often if needed. the recoverable amounts
of cash-generating units have been determined by means of calculations based on value in use. Preparation
of these calculations requires the use of estimates to predict future developments.
the forecasts used in the testing are based on the budgets and projections of the operative units, which
strive to identify any expansion investments and rearrangements. to prepare the estimates, efforts have
been made to collect background information from the operative business area management as well as from
different sources describing general market activity. the risk associated with the estimates is taken into
account in the discount rate used. the definition of components of discount rates applied in impairment
testing requires discretion, such as estimating the asset or business related risk premiums and average
capital structure for each business segment.
Tangible and intangible assets
Afarak Group management is required to use its discretion when determining the useful lives of various
tangible and intangible assets, which affects the amount of depreciation and thereby the carrying amount
of the assets concerned. The capitalising of mine development assets and exploration and evaluation
expenditure, in particular, requires the use of discretion. Similarly, management is required to use its
discretion in determining the useful lives of intangible assets identified in accordance with iFRS 3, and in
determining the amortisation period. this affects the financial result for the period through depreciation
and change in deferred taxes.
Measurement of mineral resources and ore reserves
in the Group’s mining operations, estimates have to be applied in recognising mineral resources acquired in business
combinations as assets. in the recognition and measurement of mineral resources and ore reserves, the Group utilises
available third party analyses of the quantities, mineral content, estimated production costs and exploitation potential
of the resource. the probability of the ore reserve is also a key consideration. in the mining and minerals business,
the probability is commonly described by classifying a mineral resource into categories such as ‘proven’, ‘probable’,
‘inferred’ and ‘hypothetical’. the measurement of ore reserves is based on estimated market prices, estimated
production costs and on the probability classification of the mineral resource and quantities. therefore, the Group’s
management has to use its discretion in applying recognition and measurement principles for mineral resources.
82
AFA RAK GRouP An nuAl RePoRt 2014
Rehabilitation provisions
the Group assesses the rehabilitation liabilities associated with its mines and production facilities annually.
the amount of provision reflects the management’s best estimate of the rehabilitation costs. in determining
the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected
cost to rehabilitate the area and remove or cover the contaminated soil from the site, the expected timing
of those costs, and whether the obligations stem from past activity. these uncertainties may cause the
actual costs to differ from the provision which has been made.
Application of new or amended IFRS standards
the Group applies new or amended iFRS standards and interpretations from their effective date or after
they have been endorsed for application within the eu.
in these financial statements the Group has applied the following new or amended standards and interpretations:
• iAS32 Financial instruments – Presentation amendment to netting Financial assets and liabilities
(effective for financial periods beginning on or after 1 January 2014). the amendment clarifies the
rules concerning the presentation of financial assets and liabilities as net amounts and provides
further application guidance. the amendment has not had a material effect on the Group`s financial
statements.
• iAS36 impairment of assets amendment to Recoverable Amount Disclosures for non-Financial Assets
(effective for financial periods beginning on or after 1 January 2014). the amendment clarifies the
disclosure requirements relating to those cash-generating units, which were subject to impairment
charges. the amendment has not had a material effect on the Group’s financial statements.
the Group will apply the following new or amended standards and interpretations in the financial statements
for the year 2015 or subsequent financial years:
• iFRS 9 Financial instruments will replace iAS 39 Financial instruments: Recognition and measurement
in its entirety. the mandatory effective date of iFRS 9 is for annual periods beginning on or after 1
January 2018, early adoption is allowed. the endorsement by the european union is pending.
According to iFRS 9, at initial recognition, all financial assets are measured at fair value. For subsequent
measurement, financial assets that are debt instruments are classified at amortized cost or fair value
either through profit or loss or other Comprehensive income (oCi). the classification is based on the
entity’s business model for managing the financial asset and the contractual cash flow characteristics
of the financial asset. the new hedge accounting model is designed to align the accounting for
hedging activities more closely with risk management practices and to simplify certain aspects of
hedge accounting. the Group is assessing the impact of the standard to its financial statements.
• iFRS 15 Revenue from Contracts with Customers as issued in May 2014, establishes a new five-step
model that will apply to revenue earned from a contract with a customer, regardless of the type of
revenue or industry. The principles in IFRS 15 provides a more structured approach to measuring and
recognising revenue and will be applied using the following five steps:
1. Identify the contract(s) with a customer
2. identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when (or as) the entity satisfies a performance obligation
this new revenue standard is applicable to all entities and will supersede the current revenue recognition
requirements under iFRS. either a full or modified retrospective application is required for annual
periods beginning on or after 1 January 2017. the Group is currently assessing the impact on the
entities within the Group.
there are no other iFRS standards, amendments, iFRiC interpretations that are not yet effective and that
would be expected to have material impact to the Group’s financial statements.
83
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
1.3 BUSINESS COMBINATIONS AND ACQUISTION OF NON-CONTROLLING INTERESTS
1.3.1 Financial Year 2014
Afarak did not carry out any acquisitions during the financial year 2014.
1.3.2 Financial Year 2013
Afarak did not carry out any acquisitions during the financial year 2013.
1.4 IMPAIRMENT TESTING
General principles of impairment testing
Afarak Group has carried out impairment testing on goodwill and other assets as of 31 December 2014.
the following cash generating units were defined for the impairment testing:
• Speciality Alloys business (türk Maadin Sirketi and elektrowerk Weisweiler) with a vertically integrated
mining-beneficiation-smelting-sales operation in the specialty grade ferrochrome business; and
• South African minerals processing business (Mogale Alloys) which has ferroalloys smelting operations
with four furnaces
the Group assesses at each balance sheet date whether there is any indication that assets may be impaired.
if any such indication exists, the recoverable amount of these assets is estimated. Moreover, the recoverable
amount of any goodwill and unfinished investment projects will be estimated annually, irrespective of
whether there is an indication of impairment. As a result, no impairment was recognised.
At the end of 2014, there were no indications of impairment of any other assets, such as shares in associated
companies.
the joint venture Synergy Africa owns and operates mines in South Africa, these have been tested for
impairment at the joint venture level. This is further explained in note13.
Changes in goodwill during 2014
During the financial year 2014, the total goodwill of the Group increased by euR 0.8 million due to exchange
rate movement to a total of euR 63.1 million compared to the end of the financial year 2013. the synergy
goodwill identified in the Mogale acquisition, related to RCS acting as a global sales entity for the whole
Group, was initially tested within Speciality Alloys segment, into which segment RCS was included. To
reflect the change in segments, where RCS is now divided to both segments to reflect the nature of serving
the whole Group, the RCS synergy related goodwill is now considered as a group asset and also annually
allocated to both segments based on their relative revenue, reflecting the volume of RCS related benefits
enjoyed by the CGu. the changes are described below:
EUR '000
Goodwill 1.1.2014
Relcassification between segments
Changes in acquisition costs
Exchange rate movement
Goodwill 31.12.2014
84
Speciality Alloys
Business
FerroAlloys Business
Group Total
57,104
-9,052
0
-6,640
41,412
5,184
9,052
0
7,404
21,640
62,288
0
0
764
63,052
AFA RAK GRouP An nuAl RePoRt 2014
the changes in goodwill during 2013 are presented below:
EUR '000
Goodwill 1.1.2013
Changes in acquisition costs
Exchange rate movement
Goodwill 31.12.2013
Speciality Alloys
Business
FerroAlloys Business
Group Total
54,690
404
2,010
57,104
14,300
0
-9,116
5,184
68,990
404
-7,106
62,288
Change in acquisition cost during the period relates to real estate transfer tax payment made on the final
transfer of EWW to Afarak Group, this payment was made in May 2013.
Goodwill as a ratio of the Group’s equity on 31 December 2014 and 31 December 2013 was as follows:
EUR '000
Goodwill
Equity
Goodwill/equity, %
31.12.2014
31.12.2013
63,052
182,244
35 %
62,288
190,328
33 %
Methodology applied in impairment testing
For the cash generating units that were tested, the test was carried out by calculating their value in use.
Value in use has been calculated by discounting estimated future net cash flows based on the conditions
and assumptions prevailing at the time of the testing. Future cash flows have been projected for a five-year
period, after which a growth rate equalling projected long-term inflation has been applied (Speciality Alloys:
2%, South African minerals processing: 6%). For the terminal year after the five-year estimation period,
the essential assumptions (e.g. revenue, variable costs and fixed costs) have been based at the estimation
period’s previous year’s figures.
the weighted average cost of capital (WACC) has been calculated separately for each cash generating unit
and testable asset, taking into account each business’s typical capital structures, investors’ average required
rate of return for similar investments and company size and operational location related factors, as well as
risk-free interest rates and margins for debt financing. the Group has used publicly available information
on the peer group companies’ capital structure, risk premium and other factors. the market interest rates
reflect the rates applicable on 31 December 2014.
the information used in the 31 December 2014 impairment testing is based on business units’ management
future forecasts, on general third-party industry expert or analyst reports where available, and to the extent
possible on the current business and asset base excluding any non-committed expansion plans. Forecasted
sales volumes and profitability are based on the management’s view on future development while also taking
past performance into account. Price forecasts are based on independent market forecasts. the cash flow
models have been prepared at constant foreign exchange rates. the management’s approach in preparing
cash flow forecasts has not changed significantly from the previous impairment testing.
these pre-tax discount rates applied in 2014 impairment testing were the following:
Cash Generating Unit
Pre-tax discount rate
Speciality Alloys
South African minerals processing
2014
14.9%
23.3%
(2013)
(13.1%)
(20.4%)
The key reasons for the changes in the discount rates compared to 2013 were the changes in risk-free
interest rates in both cash-generating units. the increase in the discount rate is attributable to increased
location specific risk arising from instability of the operational environment and the increased external loan
margin, partly offset by decreases in the risk free rates.
85
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
the results of impairment testing have been evaluated by comparing the cash generating units’ recoverable
amount to the corresponding carrying amount based on the following judgment rules:
Recoverable amount divided by the
carrying amount:
< 100%
101-120%
121-150%
> 150%
Conclusion:
Impairment
Slightly above
Clearly above
Significantly above
Test results 31 December 2014
the impairment test results were as follows:
Cash generating unit
Speciality Alloys
South African minerals
processing
Goodwill (MeuR),
pre-testing
Goodwill (MeuR),
post-testing
Carrying amount
(MeuR), pre-testing
41.4
21.6
41.4
21.6
82.8
75.8
Conclusion
Significantly above
Significantly above
the testable asset base (carrying amount) includes goodwill, intangible and tangible assets and net working
capital less provisions and deferred tax liabilities (in relation to purchase price allocation entries).
Key background and assumptions used in the cash flow forecasts of the impairment testing process are
summarised in the following table:
Cash generating unit
Sales volume
Sales prices
Costs
Speciality Alloys business
FeCr:
28,000-30,000 t/a
lumpy Cr ore:
16,100 – 36,900 t/a
lC/ulC ferrochrome with
average Cr content of 70 %,
based on external experts
(Heinz Pariser) price forecasts
Raw material costs generally change
in line with sales price. Other costs
growing at inflation rate.
South African minerals
processing
Metal alloys:
102,500-110,300 t/a
Based on external experts
(Heinz Pariser) metal alloys price
forecasts
Raw material costs generally change
in line with sales price. Other costs
growing at inflation rate.
Moreover, the uSD/ZAR foreign exchange rate affects significantly the testing of the South African minerals
business. the foreign exchange rate used in the test was 11.56.
Sensitivity analysis of the impairment tests
the Group has analysed the sensitivity of the impairment test results by estimating how the essential
assumptions should change in order for the recoverable amount to be equal to the carrying amount. the
results of this sensitivity analysis as of 31 December 2014 are given below:
Cash generating unit
Change in pre-
tax discount rate
(compared to the level
used in testing)
Speciality Alloys
10.4% - points
South African minerals
processing
23.0% - points
Change in free cash flow (annual
average)
Change in CGu’s average eBitDA
margin
-47.4%
-60.3%
-9.0% - points
-18.2% - points
86
AFA RAK GRouP An nuAl RePoRt 2014
1.5 OPERATING SEGMENTS
Afarak Group has two operating segments, FerroAlloys and Speciality Alloys, which are also the reporting
segments. the operating segments are organised based on their products and production processes. the
current reporting structure was adopted in 2011. the Group’s executive management reviews the operating
results of the segments for the purpose of making decisions on resource allocation and performance
assessment. Segment performance is measured based on revenue as well as earnings before interest,
taxes, depreciation and amortisation (eBitDA) as included in the internal management reports and defined
consistently with the consolidated EBITDA.
the FerroAlloys business consists of the processing plant Mogale Alloys and the joint ventures Stellite mine
and Mecklenburg mine in South Africa. the business produces chrome ore, charge chrome, silicomanganese
and stainless steel alloy for sale to global markets.
the Speciality Alloys business consists of türk Maadin Şirketi A.S (“tMS”), the mining and beneficiation
operation in turkey, and elektrowerk Weisweiler GmbH (“eWW”), the chromite concentrate processing plant
in Germany. TMS supplies EWW with high quality chromite concentrate which produces speciality products
including Specialised low Carbon and ultra low Carbon Ferrochrome. excess chrome ore from tMS is
exported.
the revenue and costs of the Group’s sales and marketing arm RCS is allocated to the segments in proportion
to their sales. Afarak’s other operations, including the Group’s headquarters and other Group companies
that do not have significant operations, are presented as unallocated items.
intercompany transactions are carried out on an arm’s length basis. the transactions between the segments
have been limited but the parent company has provided funding and administrative services to the Group’s
subsidiaries.
The accounting policies applied in the operating segment information are the same as those in the
consolidated financial statements.
87
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Operating segment information 2014
Year ended 31.12.2014
EUR '000
Speciality
Alloys
Ferro Alloys Segments total
Unallocated
items
Eliminations
Consolidated
Group
External revenue
Rendering of services
0
30
30
Sale of goods
Total external revenue
97,836
97,836
74,788
74,818
172,624
172,654
Inter-segment revenue
0
0
0
Total revenue
97,836
74,818
172,654
Items related to
associates (core)
Items related to joint
ventures (core)
3
3
6
-3,311
-3,311
15
0
15
132
147
0
0
Segment EBITDA
7,865
3,084
10,949
-2,502
-2,206
-4,466
-6,672
0
0
0
-45
-5
5,659
-1,381
4,277
-2,552
0
0
0
1
-132
-132
0
0
0
0
0
0
45
172,624
172,669
0
172,669
6
-3,311
8,447
-6,717
-5
1,725
4,166
-5,431
12
472
1,773
2,245
181,664
113,125
294,790
68,419
52,451
120,870
9,645
3,720
-14,146
-16,547
290,289
108,044
1,213
13,598
14,811
70
22
92
0
-19,580
-19,580
3,189
7,025
10,214
0
0
0
0
0
0
0
0
14,811
92
-19,580
10,214
1.
2.
3.
4.
Inter-segment items are eliminated on consolidation.
the assets and liabilities of the segments represent items that these segments use in their activities
or that can be reasonably allocated to them.
Capital expenditure consists of net increase in the year.
Balance sheet values.
88
Depreciation and
amortisation
Impairment
Segment operating
profit / loss
Finance income
Finance cost
Income taxes
Profit / loss for
the period from
continuing Operations
Profit for the period
from discontinued
operations
Profit / loss for the
period
Segment's assets
2
2
Segment's liabilities
Other disclosures
Gross capital
3
expenditure
Investments in
associates
4
Investment in joint
4
ventures
4
Provisions
AFA RAK GRouP An nuAl RePoRt 2014
Operating segment information 2013
Year ended 31.12.2013
EUR '000
Speciality
Alloys
Ferro Alloys
Segments
total
Unallocated
items
Eliminations
Consolidated
Group
0
0
0
1
-304
-304
0
0
0
0
0
0
78
135,432
135,509
0
135,509
6
-2,300
14,090
-22,074
0
-7,984
8,016
-11,162
6,728
-4,403
External revenue
Rendering of services
Sale of goods
Total external revenue
0
74,461
74,461
40
60,971
61,011
40
135,432
135,472
Inter-segment revenue
0
0
0
Total revenue
74,461
61,011
135,472
Items related to
associates (core)
Items related to joint
ventures (core)
3
3
6
-2,300
-2,300
38
0
38
304
342
0
0
Segment EBITDA
9,083
8,794
17,877
-3,787
Depreciation and
amortisation
-15,179
-6,791
-21,970
-105
Impairment
0
0
0
0
-6,096
2,003
-4,093
-3,891
Segment operating
profit / loss
Finance income
Finance cost
Income taxes
Profit / loss for the
period
Segment's assets
2
Segment's liabilities
2
Other disclosures
Gross capital
3
expenditure
Investments in
associates
4
Investment in joint
4
ventures
4
Provisions
143,952
97,503
241,455
21,308
15,161
277,924
64,684
43,172
107,856
5,669
-25,929
87,596
2,211
8,011
10,222
57
0
19
76
-15,293
-15,293
21
0
0
3,832
6,198
10,030
250
0
0
0
0
10,244
76
-15,293
10,280
1.
2.
3.
4.
Inter-segment items are eliminated on consolidation.
the assets and liabilities of the segments represent items that these segments use in their activities
or that can be reasonably allocated to them.
Capital expenditure consists of net increase in the year.
Balance sheet values.
89
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Geographical information
Revenues from external customers
EUR '000
other eu countries
united States
China
Africa
Finland
Other countries
Total revenue
2014
77,530
41,282
3,090
23,351
7,040
20,377
172,669
2013
54,541
30,057
12,345
23,748
3,533
11,285
135,509
Revenue figures are based on the location of the customers.
the largest customer of the Group is in the Speciality Alloys business segment and represents approximately
16% (15%) of the Group’s revenue in 2014. in the FerroAlloys business segment the largest customer
represents 7% (9%) of the Group’s revenue in 2014.
Non-current assets
EUR '000
Africa
other eu countries
Finland
Other countries
Total
2014
53,834
5,177
25
9,385
68,421
2013
43,233
4,707
36
10,398
58,374
in presenting geographical information, assets are based on the location of the assets. non-current assets
consist of property, plant and equipment, intangible assets and investments in associates.
90
AFA RAK GRouP An nuAl RePoRt 2014
1.6. NOTES TO THE INCOME STATEMENT
1. Revenue
EUR '000
Sale of goods
Rendering of services
Total
2. Other operating income
EUR '000
Gain on disposal of tangible and intangible
assets
Gain on disposal of investments
Rental income
electricity buyback programme
Other
Total
3. Employee benefits
EUR '000
Salaries and wages
Share-based payments
Pensions costs
Other employee related costs
Total
Average personnel during the accounting period
Speciality Alloys business
FerroAlloys business
Group Management and other operations
Total
Personnel at the end of the accounting period
Speciality Alloys business
FerroAlloys business
Group Management and other operations
Total
2014
172,494
175
172,669
2014
45
1,211
297
0
1,817
3,370
2014
-14,325
-154
-241
-1,403
-16,123
2014
387
335
4
726
2014
355
339
4
698
2013
135,432
78
135,509
2013
83
735
317
9,755
2,045
12,936
2013
-15,805
-1,125
-894
-1,458
-19,283
2013
439
329
5
773
2013
443
333
3
779
91
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
4. Depreciation, amortisation and impairment
EUR '000
2014
2013
Depreciation / amortisation by asset category
intangible assets
Clientele and technology1
other intangible assets
Total
Property, plant and equipment
Buildings and constructions
Machinery and equipment
other tangible assets
Total
Impairment by asset category
other intangible assets
Total
-2,563
-341
-2,904
-398
-2,142
-1,273
-3,813
-5
-5
-16,240
-415
-16,655
-470
-3,497
-1,452
-5,419
0
0
1. the decrease in depreciation for 2014 is mainly due to the beneficial effect of a lower depreciation charge
in 2014 resulting from acquisition related assets acquired by Afarak in 2008 that were fully amortised in
Q4 2013.
5. Other operating expenses
EUR '000
Loss on disposal of non-current assets
Rental costs
External services1
Travel expenses2
Other operating expenses
Total
2014
0
-825
-2,796
-855
-7,136
-11,612
2013
-5
-894
-3,222
-681
-7,060
-11,863
1. Audit fees paid to eY totalled euR 412 (2013: 438) thousand in the financial year. the fees for non-audit
services totalled euR 20 (2013: 12) thousand.
2. other operating expenses include shutdown costs of euR 2,324 (2013: 4,331) thousand in the financial
year.
92
6. Financial income and expense
EUR '000
Finance income
interest income on loans and trade receivables
Foreign exchange gains
Gain on assets at fair value
other finance income
Total
Finance expense
interest expense on financial liabilities measured
at amortised cost
Foreign exchange losses
Loss on assets at fair value
unwinding of discount, provisions
other finance expenses
Total
Net finance income/expense
7. Income taxes
EUR '000
Income tax for the period
Income tax for previous years
Deferred taxes
Other direct taxes
Income tax for continuing operations
Income tax for discontinued operations
Total
AFA RAK GRouP An nuAl RePoRt 2014
2014
2013
1,785
2,379
0
2
4,166
-1,223
-3,141
-461
-546
-61
-5,431
-1,265
2014
-772
-24
808
0
12
0
12
1,891
5,777
345
4
8,016
-717
-8,685
-948
-634
-178
-11,162
-3,146
2013
-3,348
2,993
7,103
-20
6,728
0
6,728
93
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
EUR '000
Profit before taxes
Income tax calculated at
income tax rate
Tax exempt income
Difference between domestic and foreign tax rates
Tax credit
Tax credit for previous years
Items recognised only for taxation purposes
Income tax for previous years
Income from JV and associates
Impairment losses
Tax losses not recognised as
deferred tax assets
non-tax deductible expenses
Previously unrecognised tax
losses now recognised
Total adjustments
2014
2,233
-447
639
432
2,031
0
-1,218
-24
-661
-1
-461
-434
156
459
2013
-11,170
2,737
526
994
1,458
3,043
-536
-49
-561
0
-161
-742
19
3,991
Income tax recognised
12
6,727
on 31 December 2014 the Group companies had unused tax losses totalling euR 24.2 (22.1) million for
which the Group has not recognised deferred tax assets.
8. Discontinued operations
In 2014 the discontinued operation items related to expenses in connection with the sawmill machinery and
environmental cleaning costs. During the fourth quarter of 2014, the Company sold part of the saw mill
equipment. this transaction positively affected the 2014 profit by euR 1.8 million that includes a release
of euR 0.6 million from the provision in relation to the discontinued wood business.
EUR '000
Other operating income
Other operating expenses
Gain on disposal from discontinued operations
Profit for the period
31.12.2014
31.12.2013
1,286
-713
1,200
1,773
528
-528
0
0
94
AFA RAK GRouP An nuAl RePoRt 2014
9. Earnings per share
2014
2013
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
1,085
1,773
2,858
-4,252
0
-4,252
249,280
249,280
249,280
244,135
244,135
244,135
0.00
0.01
0.01
-0.02
0.00
-0.02
2014
2013
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
1,085
1,773
2,858
-4,252
0
-4,252
249,280
249,280
249,280
244,135
244,135
244,135
3,798
3,798
3,798
4,397
4,397
4,397
253,077
253,077
253,077
248,532
248,532
248,532
0.00
0.01
0.01
-0.02
0.00
-0.02
Profit attributable to
owners of the parent
company (euR '000)
Weighted average
number of shares,
basic (1,000)
Basic earnings per
share (EUR) total
Profit attributable to
owners of the parent
company (euR '000)
Weighted average
number of shares,
basic (1,000)
effect of share options
on issue (1,000)
Weighted average
number of shares,
diluted (1,000)
Diluted earnings per
share (EUR) total
Basic earnings per share is calculated by dividing profit attributable to the owners of the parent company
by weighted average number of shares during the financial year.
When calculating the diluted earnings per share, all convertible securities with a potential dilutive effect are
assumed to be converted into shares. Share options have a dilutive effect if the exercise price is lower than
the share price. the diluted number of shares is the number of shares that will be issued free of charge
when share options are exercised since with the funds received from exercising options, the Company is
not able to issue the same number of shares at fair value. the fair value of shares is based on average
share price of the period.
95
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
1.7. NOTES TO THE STATEMENT OF FINANCIAL POSITION
10. Property, plant and equipment
euR '000
Balance at 1.1.2014
Additions
Disposals
Reclass between items
effect of movements in
exchange rates
Land and
water
property
2,283
6,148
183
63
184
Buildings and
constructions
Machinery and
equipment
Mines and
mineral assets
other tangible
assets
Total
39,721
13,646
-277
-24
1,409
11,092
210
500
2,502
61,745
331
14,369
-22
-298
46
59
22
2,215
Balance at 31.12.2014
2,346
6,515
54,475
11,802
2,915
78,053
Accumulated depreciation
and impairment 1.1.2014
Depreciation
Disposals
Reclass between items
effect of movements in
exchange rates
Accumulated depreciation and
impairment at 31.12.2014
Carrying amount at
1.1.2014
Carrying amount at
31.12.2014
Balance at 1.1.2013
Additions
Disposals
Reclass between items
effect of movements in
exchange rates
-2,585
-15,735
-5,802
-1,363 -25,485
-398
-2,142
-1,135
-138
-3,813
233
233
22
22
-77
-612
-293
-55
-1,036
0
-3,060
-18,256
-7,230
-1,534 -30,080
2,283
3,563
23,986
5,290
1,138
36,260
2,346
3,455
36,219
4,572
1,381
47,973
855
1,484
6,997
44,689
11,961
2,972
67,473
174
-51
94
4,649
-135
133
886
94
-7
707
-108
7,287
-193
826
-56
-1,066
-9,615
-2,462
-449 -13,648
Balance at 31.12.2013
2,283
6,148
39,721
11,092
2,502
61,745
Accumulated depreciation
and impairment 1.1.2013
Depreciation
Disposals
Reclass between items
effect of movements in
exchange rates
Accumulated depreciation and
impairment at 31.12.2013
Carrying amount at 1.1.2013
Carrying amount at
31.12.2013
-2,576
-16,223
-5,859
-1,707 -26,365
-470
51
-3,497
-1,334
-118
-5,419
-55
145
52
48
145
410
3,895
1,391
410
6,106
0
-2,585
-15,735
-5,802
-1,363 -25,485
855
2,283
4,421
3,563
28,466
23,986
6,102
5,290
1,264
41,108
1,138
36,260
Machinery and equipment include the prepayments made for them. In 2014 Mogale Alloys capitalisated interest amounting
euR 0.4 million before the commissioning of the refining and granulation plant to produce medium carbon ferrochrome.
96
-47,430
-92,683
-1,753
0
-141,866
AFA RAK GRouP An nuAl RePoRt 2014
11. Intangible assets
EUR '000
Goodwill
Intangible assets
identified in
acquisitions
Other intangible
assets
Exploration and
evaluation assets
Balance at 1.1.2014
108,167
107,890
4,581
329
356
Total
220,967
441
24
14
3,843
699
225,275
0
-136,639
-2,904
-5
-2,319
85
24
173
4,863
-1,350
-341
-5
-57
3,231
3,110
3,388
2,827
-61
-934
-639
4,581
-1,163
-415
123
-143
248
329
699
354
50
-75
329
84,329
83,410
249,738
3,281
-61
-934
-31,057
220,967
0
-137,209
-16,655
123
-143
17,246
Additions
Reclass between items
effect of movements in
exchange rates
2,314
1,342
Balance at 31.12.2014
110,481
109,232
Accumulated amortisation
and impairment at 1.1.2014
-45,879
-89,409
Amortisation
Impairment
effect of movements in
exchange rates
Accumulated amortisation
and impairment at
31.12.2014
Carrying amount at
1.1.2014
Carrying amount at
31.12.2014
-2,563
-1,551
-711
62,288
18,481
63,051
16,549
Balance at 1.1.2013
127,326
118,670
Additions
Disposals
Reclass between items
effect of movements in
exchange rates
404
0
-19,563
-10,780
Balance at 31.12.2013
108,167
107,890
Accumulated amortisation
and impairment at 1.1.2013
-58,336
-77,710
-16,240
12,457
4,541
Amortisation
Disposals
Reclass between items
effect of movements in
exchange rates
Accumulated amortisation
and impairment at
31.12.2013
Carrying amount at
1.1.2013
Carrying amount at
31.12.2013
-45,879
-89,409
-1,350
0
-136,638
68,990
40,960
62,288
18,481
2,225
3,231
354
112,529
329
84,329
other intangible assets include the prepayments made for them. exploration and evaluation assets consist
of mine projects in variours mining projects in Turkey and South Africa.
97
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
12. Investments in associates
Domicile
Balance
sheet value
Ownership
(%)
Balance
sheet date
Assets
Liabilities
Revenue
Profit/
loss
EUR '000
2014
Core associates
Specialty Super Alloys
SSA Inc
united
States
Non-core associates
Incap Furniture Oy **
Finland
Valtimo Components
Oyj **
Finland
92
92
0
0
0
20.0 31.12.2014
578
116
820
27
24.1
24.9
Domicile
Balance
sheet value
Ownership
(%)
Balance
sheet date
Assets
Liabilities
Revenue
Profit/
loss
EUR '000
2013
Core associates
Specialty Super Alloys
SSA Inc
united
States
Non-core associates
Incap Furniture Oy **
Finland
Valtimo Components
Oyj **
Finland
76
76
0
0
0
20.0 31.12.2013
467
85
811
30
24.1
24.9
** Incap Furniture Oy and Valtimo Components Oyj are in a corporate restructuring process.
the income statement related items of associated companies of Speciality Alloys and FerroAlloys business
segments (´core-associates´) are presented above eBit; the non-core associates in financial items.
Movements in 2014
EUR ‘000
Share of profit
exchange rate differences
1.1.2014
31.12.2014
76
6
10
92
During the financial year 2014, Afarak did not acquire or dispose holdings in associates.
98
AFA RAK GRouP An nuAl RePoRt 2014
Movements in 2013
EUR ‘000
Share of profit
exchange rate differences
1.1.2013
31.12.2013
75
6
-5
76
During the financial year 2013, Afarak did not acquire or dispose holdings in associates.
99
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
13. Investments in joint ventures
At the end of the financial year 2014, the Group had joint control over one jointly controlled entity, Synergy
Africa ltd, in which the Group has a 51% interest. the acquisition of Chromex Mining ltd, a uK company
with mining operations and prospecting rights in southern Africa, was carried out by this joint venture
company. Synergy Africa Group has been consolidated as a joint venture company in the financial reporting
of the Group starting at 31 December 2010. Following the 2012 changes in the accounting standards the
company changed the accounting method from proportionate consolidation method to equity method.
Summarised financial statement information (100% share) of the joint venture, based on its iFRS financial
statements, and reconciliation with the carrying amount of the investment in the Group’s consolidated
financial statements are set out below:
2014
11,153
212
-7,895
-1,493
-1,798
-1,980
-4,235
-6,036
382
-2,256
-7,911
1,418
-6,492
-3,311
-2,839
-472
-3,311
2013
18,725
756
-14,457
-1,451
-2,167
-1,735
0
-328
73
-4,592
-4,847
338
-4,509
-2,300
-1,914
-386
-2,300
EUR '000
Revenue
Other operating income
Materials and supplies
employee benefits expense
Depreciation and amortisation
Other operating expenses
Impairment, net
Operating profit / loss
Finance income
Finance cost
Profit / loss before taxes
Income taxes
Profit / loss for the year
Group's share of profit for the year
Profit attributable to:
Joint venture owners
Non-controlling interests
100
EUR '000
Assets and liabilities
Non-current assets
intangible assets
Mines and mineral assets
Property, plant and equipment
Non-current assets total
Current assets
Inventories
trade and other receivables
trade and other receivables from JV owners
Cash and cash equivalents
Current assets total
Total assets
Non-current liabilities
interest-bearing debt
interest-bearing debt to JV owners
Provisions
Deferred tax liability
other non-current liabilities to JV owners
Non-current liabilities total
Current liabilities
trade and other payables
trade and other payables to JV owners
Provisions
Current liabilities total
Total liabilities
Net Liability
Proportion of Group's Ownership
Carrying amount of Joint venture
AFA RAK GRouP An nuAl RePoRt 2014
2014
2013
2,668
30,712
3,761
37,141
1,911
546
166
511
3,134
40,275
23,679
34,406
1,725
8,820
5,004
73,634
3,648
1,385
0
5,033
78,667
-38,392
51 %
-19,580
3,518
33,105
4,109
40,732
1,906
977
2,364
678
5,925
46,656
20,691
34,500
1,695
9,475
3,920
70,281
5,151
1,205
6
6,362
76,643
-29,987
51 %
-15,293
101
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
At the end of 2014, Synergy Africa Group had 56 (62) employees. the average number of employees in
full year 2014 was 59 (60).
Impairment review of joint venture
General principles of impairment testing
Synergy Africa ltd, the South African mining business which operates Stellite and Mecklenburg mines has
carried out impairment testing on assets as at 31 December 2014.
Synergy Africa’s balance sheet has been assessed whether there is any indication that assets may be
impaired. if any such indication exists, the recoverable amount of these assets is estimated. Moreover,
the recoverable amount of any goodwill and unfinished investment projects will be estimated annually,
irrespective of whether there is an indication of impairment. the South African mining business did not
have any goodwill on its statement of financial position at the end of the financial year 2014. Synergy Group
assessed, however, that there is indication of impairment due to the weak situation in the chrome market,
and the assets of the business were tested for impairment. As a result, an impairment was recognised due
to weak market conditions.
Methodology applied in impairment testing
For the cash generating units that were tested, the test was carried out by calculating their value in use.
Value in use has been calculated by discounting estimated future net cash flows based on the conditions
and assumptions prevailing at the time of the testing. Future cash flows have been projected for the life of
mine with a 6% growth rate equalling projected long-term inflation has been applied.
the weighted average cost of capital (WACC) has been calculated taking into account the business’s typical
capital structures, investors’ average required rate of return for similar investments and company size
and operational location related factors, as well as risk-free interest rates and margins for debt financing.
Synergy Africa has used publicly available information on the peer group companies’ capital structure, risk
premium and other factors. the market interest rates reflect the rates applicable on 31 December 2014.
the information used in the 31 December 2014 impairment testing is based on business units’ management
future forecasts, on general third-party industry expert or analyst reports where available, and to the extent
possible on the current business and asset base excluding any non-committed expansion plans. Forecasted
sales volumes and profitability are based on the management’s view on future development while also
taking past performance into account. Price forecasts are based on independent market forecasts. the
cash flow models have been prepared at constant foreign exchange rates. the underground production in
the models does not solely come from reserves, as some come from resources that are not yet converted
to reserves. this increases the risk that some of the grades may differ, and tonnes could possibly not be
economically extractable. there is also the risk that costs could be different than anticipated even though
due care was taken in the cost evaluation.
the pre-tax discount rates applied in 2014 impairment testing was 23.88% for Mecklenburg mine and 20.66%
for Stellite mine. the cash flows in the Mecklenburg mine impairment test review include both opencast
and underground operation for the full life of mine. the cash flows in the Stellite mine impairment test
review only includes opencast operation with the implementation of a new technology that will increase
chrome recovery and PGM recovery contained in the ore, underground operation was not included in the
review due to the risks and uncertainty attached to the mine. As the Mecklenburg mine model used has a
life of mine of 16 years and includes both opencast and underground, and the Stellite mine model has a
life of mine of 5 years with only opencast mining, the review risks attached to Mecklenburg is higher and
a higher pre-tax rate was applied. .
the results of impairment testing have been evaluated by comparing the cash generating units’ recoverable
amount to the corresponding carrying amount.
102
AFA RAK GRouP An nuAl RePoRt 2014
Test results 31 December 2014
As a result of the tests carried out Synergy Africa passed a net write down of ZAR 30 million equivalent to
euR 2.1 million in relation to the Stellite mine due to weak market conditions. Mecklenburg mine was also
reviewed at year end but there was no indication of write downs as the quality of the chrome ore resource
is of a higher grade.
the testable asset base includes intangible and tangible assets and net working capital less provisions and
deferred tax liabilities (in relation to purchase price allocation entries).
the uSD/ZAR foreign exchange rate affects significantly the testing of the South African minerals business.
The foreign exchange rate used in the test was 11.00.
Key background and assumptions used in the cash flow forecasts of the impairment testing process are
summarised in the following table:
Cash generating unit
Sales volume
Sales prices
Costs
Stellite mine
Concentrate:
30,000t/a in 2015, and will
increase to 180,000t/a as
from 2016 till Q3 2019
PGM:
4,460ozt/a in 2016, and will
continue production till Q3
2019
SA Chrome ore –uG2 CiF
adjusted for FoM, based
on external experts (Heinz
Pariser) price forecasts
2016 forecast price for PGM
based on current market price
Mecklenburg mine
RoM:
opencast 90,000t/a in 2015
underground 32,900t/a
in 2016, and is planned to
increase to an average of
440,000t/a as from 2019 till
2029
SA Chrome ore – lumpy CiF
adjusted for RoM, based
on external experts (Heinz
Pariser) price forecasts
The costs applied for
opencast operation is based
on the current historical cost
adjusted for a reduction in
production cost per ton as
a result of higher recoveries
due to the implementation of
new technology. This cost has
been estimated and adjusted
for inflation for the opencast
life of mine. The cost over the
life of mine including inflation
is estimated to be ZAR 586
per saleable ton of chrome,
and ZAR 4,195 per saleable
troy Ounce of PGM.
The costs applied for
opencast operation is based
on current historical cost
adjusted for inflation. the
costs for underground are
based on past experiences
of our mining team in
underground operations
adjusted for inflation rate.
The cost over the life of
mine including inflation is
estimated to be ZAR 754 per
saleable ton of chrome.
Synergy Africa has analysed the sensitivity of the impairment test results by estimating how the essential
assumptions should change in order for the recoverable amount to be equal to the carrying amount. the
results of this sensitivity analysis as of 31 December 2014 are given below:
Cash generating unit
Change in pre-
tax discount rate
(compared to the level
used in testing)
Change in free cash
flow (annual average)
Change in CGU’s
average Cost of
Production
Change in CGU’s
average EBITDA
margin
Mecklenburg Mine
12.5% - points
-51.7%
32.9% - points
-25.8% - points
103
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
14. Financial assets and liabilities
31.12.2014, EUR '000
Assets
available-for-
sale
Assets held-
to-maturity
Loans
and other
receivables
Liabilities
measured at
amortised cost
Total carrying
amount
587
34,406
499
9,213
19,447
1,656
13,332
78,554
78,554
34,993
499
0
9,213
19,447
1,656
13,332
79,141
79,141
0
0
6,263
42
6,263
42
5,866
22,052
4,066
5,866
22,052
4,066
38,289
38,289
38,289
38,289
Non-current financial assets
non-current interest-bearing
receivables
trade and other receivables
other financial assets
Current financial assets
Current interest-bearing receivables
trade and other receivables *
other financial assets
Cash and cash equivalents
Carrying amount of financial assets
Fair value of financial assets
0
0
587
587
Non-current financial liabilities
non-current interest-bearing liabilities
other non-current liabilities
Current financial liabilities
Current interest-bearing liabilities
trade and other payables *
Derivatives
Carrying amount of financial
liabilities
Fair value of financial liabilities
104
AFA RAK GRouP An nuAl RePoRt 2014
Assets
available-for-
sale
Assets held-
to-maturity
Loans
and other
receivables
Liabilities
measured at
amortised cost
Total carrying
amount
580
39,456
40,036
31.12.2013, EUR '000
Non-current financial assets
non-current interest-bearing
receivables
trade and other receivables
other financial assets
Current financial assets
Current interest-bearing receivables
trade and other receivables *
other financial assets
Cash and cash equivalents
Carrying amount of financial assets
Fair value of financial assets
0
0
580
580
Non-current financial liabilities
non-current interest-bearing liabilities
other non-current liabilities
Current financial liabilities
Current interest-bearing liabilities
trade and other payables *
Derivatives
Carrying amount of financial
liabilities
Fair value of financial liabilities
* non-financial assets and liabilities are not included in the figures.
149
8,133
23,050
1,805
13,769
86,362
86,362
149
0
8,133
23,050
1,805
13,769
86,942
86,942
149
40
149
40
1,362
20,500
2,535
1,362
20,500
2,535
24,586
24,586
24,586
24,586
105
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Fair value hierarchy
31.12.2014, EUR '000
Carrying amounts at the end of the reporting period
Level 1
Level 2
Level 3
Financial assets at fair value
Derivatives
other financial assets
Total
Available-for-sale financial assets
other financial assets
Financial liabilities at fair value
Derivatives
Total
4,066
4,066
31.12.2013, EUR '000
Carrying amounts at the end of the reporting period
Level 1
Level 2
Level 3
Financial assets at fair value
Derivatives
other financial assets
Total
Available-for-sale financial assets
other financial assets
Financial liabilities at fair value
Derivatives
Total
106
2,535
2,535
AFA RAK GRouP An nuAl RePoRt 2014
31.12.2014, EUR '000
Level 3 reconciliation
Acquisition cost at 1.1.2014
Acquisition cost at 31.12.2014
Accumulated impairment losses at 1.1.2014
Accumulated impairment losses at 31.12.2014
Carrying amount at 31.12.2014
31.12.2013, EUR '000
Level 3 reconciliation
Acquisition cost at 1.1.2013
Acquisition cost at 31.12.2013
Accumulated impairment losses at 1.1.2013
Accumulated impairment losses at 31.12.2013
Carrying amount at 31.12.2013
Interest-bearing debt
EUR '000
Non-current
Bank loans
Subordinated loans
Finance lease liabilities
Total
Current
Bank loans
Finance lease liabilities
Cheque account with overdraft facility
Total
40
40
-40
-40
0
40
40
-40
-40
0
2014
6,238
5
20
6,263
5,039
70
757
5,866
2013
11
5
133
149
1,362
0
0
1,362
107
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
EUR '000
2014
2013
Finance lease liabilities, minimum lease payments
No later than 1 year
Later than 1 year and not later than 5 years
Finance lease liabilities, present value of minimum lease
payments
No later than 1 year
Later than 1 year and not later than 5 years
Future finance charges
Total minimum lease payments
70
20
90
70
20
90
0
90
0
133
133
0
133
133
0
133
Financial risks and risk management
the Board of Directors of Afarak Group Plc has outlined the key risks of the Group in the Board of Directors’
Report. in the following section, the financial and commodity risks are presented in more detail with the
related sensitivity analyses.
Summary on financial assets and loan arrangements
Financial assets 31 December 2014
in addition to the operating result and the cash flow generated from it the factors described below have
most significantly affected the year-on-year change in the Group’s financial assets at the 2014 closing date:
the Group’s financial assets decreased in consequence of various capital expenditure project that the
Group conducted during the year. the main investment in 2014 was the Ferroalloy refining and granulation
equipment project at Mogale Alloys, with production commencing a ramping up phase in December 2014.
the cash flow effect for Capital expenditure totalled euR 14.3 million during the year.
Also repayments of financial liabilities reduced the Group’s financial assets during the year.
on 31 December 2014, the cash and cash equivalents were invested mainly in interest-bearing euR, ZAR
and uSD denominated bank accounts. the Group companies have given pledged deposits for euR 4.6 (2.6)
million. other financial assets comprise interest-bearing loans and other receivables.
interest-bearing debt 31 December 2014
• Floating rate loans from financial institutions total euR 11.0 (1.4) million. Fixed rate loans total euR
1.1 (0.4) million
• The interest rate of the South African loans is tied to the market rate of JIBAR. The interest rate on
31 December 2014, based on market interest rates at that date, was 5.83 % (5.13%). the interest rate
margin for floating rate notes was 3.0% (3.0%) p.a.
• the interest rate of the Maltese bank loan facility is tied to the market rate of liBoR. the interest rate
on 31 December 2014, based on market interest rates at that date, was 0.26 % (0.24%). the interest
rate margin for floating rate notes was 3.75% (3.75%) p.a.
included in interest-free liabilities there is the unpaid part of the Vendors settlement agreement of Mogale
Alloys that amount to ZAR 23 million (ZAR 87 million) as at 31 December 2014. this amount will be paid
by Afarak Group Plc’s shares.
108
AFA RAK GRouP An nuAl RePoRt 2014
Capital Management
the Group’s capital management objective is to maintain the ability to continue as a going concern and to
optimise the cost of capital in order to enhance value to shareholders. As part of this objective, the Group
seeks to maintain access to loan and capital markets at all times. The Board of Directors reviews the capital
structure of the Group on a regular basis.
Capital structure and debt capacity are taken into account when deciding on new investments. Practical tools
to manage capital include the application of dividend policy, capital redemption, share buybacks and share
issues. Debt capital is managed considering the requirement to secure liquidity. the Group’s internal capital
structure is reviewed on a regular basis with the aim of optimising the structure by applying measures such
as internal dividends and equity adjustments.
the Group’s long term target for capital structure is to keep the equity ratio in the region of about 50%. At
the balance sheet date 31 December 2014, the Group’s equity ratio stood at 62.8% (68.5%).
the Group’s loans from financial institutions include financial covenants that if breached might have a
negative effect on the financial positon of the Company. the covenants that the Group is exposed to are:
interest cover ratio of RCS ltd must not be lower than 5; Debt cover ratio of RCS ltd must be greater than
3; leverage ratio of RCS ltd must be lower than 1; the Group’s net Asset Value must be greater than uS$
175 million; Debt service cover of Mogale Alloys must be greater than 1.4 and net Debt to eBitDA of Mogale
must be lower than 1.5. Management review these covenants regularly and are in correspondence with the
relevant bank if there is indication of breach. in the discussions with the banks the Company would do the
utmost to clarify the reason for such breach and present the financial plans to remain within the covenant
limits. As at 31/12/2014 there has not been any breach of covenant at RCS ltd, but at Mogale Alloys due
to the free cash flows being low as a result of the extensive cash outflows paid to finance the refining and
granulation plant, which was only financed in part by a loan from RCS ltd, ended up in breach on the debt
service cover.
Financial Risk Management
in its normal operations, the Group is exposed to various financial risks. the main financial risks are liquidity
risk, foreign exchange rate risk, interest rate risk, credit risk and commodity price risk. the objective of
the Group’s risk management is to identify and, to as far as reasonably possible, mitigate the adverse
effects of changes in the financial markets on the Group’s results. the general risk management principles
are accepted by Afarak Group Plc’s Board of Directors and monitored by its Audit and Risk Management
Committee. the managements of the Group and its subsidiaries’ are responsible for the implementation of
risk management policies and procedures. Group management monitors risk positions and risk management
procedures on a regular basis, and supervises that the Group’s policies and risk management principles
are followed in all day-to-day operations. Risks and risk management are regularly reported to the Audit
and Risk Management Committee.
the Group’s significant financial instruments comprise bank loans and overdrafts, finance leases, other
long-term liabilities, cash and short-term deposits and money market investments. the main purpose of
these financial instruments is to finance the Group’s acquisitions and ongoing operations. the Group also
has various other financial assets and liabilities such as trade receivables and trade payables, which arise
directly from its operations
109
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
(i) Liquidity risk
the Group regularly assesses and monitors its investment and working capital needs and financing, so
that it has enough liquidity to serve and finance its operations and pay back loans. the availability and
flexibility of financing are targeted to be guaranteed by using multiple financial institutions in the financing
and financial instruments, and to agree on financial limit arrangements.
the Group’s short-term liquidity at the end of the financial year was good, even though the unutilised credit
facility of euR 45.3 (49.3) expired on 31 December 2014.
if the liquidity risks were to be realised, it would probably result in overdue interest expenses and damage
the relations with suppliers. Consequently, the pricing and other terms for input goods and services and
for financing could be affected.
the maturity distribution of the Group debt at the end of the financial year was as follows:
Carrying
amount
Contractual
cash flows
6 months or
less 6-12 months
1-2 years
2-5 years
More than 5
years
11,277
-11,713
-2,636
-2,588
-6,490
90
-90
-45
-26
25,737
-25,784
-25,556
-124
757
-757
-757
-20
-57
0
0
0
0
0
0
-47
0
0
Derivatives
4,066
-4,066
-4,066
Total
41,928
-42,410
-33,059
-2,738
-6,567
-47
0
0
0
0
0
0
Carrying
amount
Contractual
cash flows
6 months or
less 6-12 months
1-2 years
2-5 years
More than 5
years
1,362
-1,455
-59
-1,392
133
-133
-42
-42
-5
-49
19,548
-19,444
-18,615
-428
-401
0
0
0
0
0
0
0
Derivatives
2,535
-2,535
-2,535
Total
23,578
-23,568
-21,251
-1,862
-455
110
0
0
0
0
0
0
0
0
0
0
0
0
31.12.2014,
EUR '000
Financial liabilities
Secured bank
loans
Finance lease
liabilities
Trade
and other
payables
Bank
overdraft
31.12.2013,
EUR '000
Financial liabilities
Secured bank
loans
Finance lease
liabilities
Trade
and other
payables
Bank
overdraft
AFA RAK GRouP An nuAl RePoRt 2014
(ii) Foreign exchange rate risk
The Group operates internationally, including in Turkey, Malta and South Africa, and is therefore exposed
to foreign exchange rate risks. the risks arise both directly from the outstanding commercial cash flows
and currency positions, and indirectly from changes in competitiveness between various competitors. the
foreign exchange differences arising from inter-company loans designated as net investments in foreign
subsidiaries has been recognised in the translation difference in the equity.
the Group is exposed to currency-derived risks that affect its financial results, financial position and cash
flows. in particular the exchange rates of uS Dollar and South African Rand against the euro have a significant
impact on the euro-denominated profitability of the Group. the cash inflows of the business are denominated
in uS Dollars, whereas a significant portion of the costs are denominated in the South African Rand. the
fluctuation of the South African Rand has a significant impact on the Group’s profit and loss as well as on
the Group’s assets and liabilities. the Group has hedged part of the open foreign currency positions by
using currency derivatives. in its risk management, the Group aims to match its cash inflows and outflows
as well as receivables and liabilities in terms of the currency in which these items are denominated.
the foreign exchange risk relating to ZAR has increased during 2014 as the amount of ZAR-denominated
liabilities has increased.
the following tables present the currency composition of receivables and debt, and changes thereby relative
to the previous year-end.
31.12.2014, EUR '000
EUR exchange rate
1
1.2141
0.7789
2.832
14.0353
Cash and cash equivalents
(euR)
trade and other receivables
(euR)
loans and other financial
assets (euR)
Trade and other current
payables (euR)
loans and other liabilities
(euR)
Currency exposure, net (euR)
Currency exposure, net in
currency ('000)
euR
uSD
2,740
8,655
GBP
129
TRY
67
25,252
12,908
ZAR
1,741
2,609
39,952
545
0
-22,554
-2,795
-9
-363
-6,253
-76
-10,108
-488
-1,500
45,315
45,315
8,659
10,513
120
93
-239
-675
-3,403
-47,762
111
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
31.12.2013, EUR '000
EUR exchange rate
1
1.3791
0.8337
2.9605
14.566
Cash and cash equivalents
(euR)
trade and other receivables
(euR)
loans and other financial
assets (euR)
Trade and other current
payables (euR)
loans and other liabilities
(euR)
Currency exposure, net (euR)
Currency exposure, net in
currency ('000)
euR
uSD
2,426
9,417
GBP
139
23,164
12,799
43,705
ZAR
1,739
4,596
TRY
48
399
-19,491
-3,903
-99
-675
-4,574
-524
-26
-560
-441
49,280
-18,287
49,280
-25,220
41
34
-788
-2,334
1,320
19,228
the effect on the 31 December 2014 currency denominated net assets by changes in foreign exchange
rates compared with the rates used in the Group consolidation is presented below. Due to the high market
volatility of the exchange rates, the range of change was kept at +/- 20%.
31 December 2014
20 %
15 %
10 %
5 %
0 %
strengthening
strengthening
strengthening
strengthening
no change
-5 %
weakening
-10 %
weakening
-15 %
weakening
-20 %
weakening
31 December 2013
20 %
15 %
10 %
5 %
0 %
strengthening
strengthening
strengthening
strengthening
no change
-5 %
weakening
-10 %
weakening
-15 %
weakening
-20 %
weakening
Derivatives
112
USD
10,824
10,188
9,622
9,115
8,659
8,247
7,872
7,530
7,216
USD
22,859
21,515
20,319
19,250
18,287
17,417
16,625
15,902
15,240
GBP
150
141
133
126
120
114
109
104
100
GBP
51
48
45
43
41
39
37
35
34
TRy
-298
-281
-265
-251
-239
-227
-217
-207
-199
TRy
-986
-928
-876
-830
-788
-751
-717
-686
-657
ZAR
-4,254
-4,004
-3,781
-3,582
-3,403
-3,241
-3,094
-2,959
-2,836
ZAR
1,650
1,553
1,467
1,390
1,320
1,257
1,200
1,148
1,100
AFA RAK GRouP An nuAl RePoRt 2014
the Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s
operating activities (when revenue or expense is denominated in a foreign currency).
Operative foreign currency derivatives that are valued at fair value on the reporting date cause timing
differences between the changes in the derivative’s fair values and hedged operative transactions. Changes
in fair values for derivatives designated to hedge future cash flow but are not accounted for according to
the principles of hedge accounting impact the Group’s operating profit for the financial year. the underlying
foreign currency transactions will realise in future periods.
At the end of the financial year the Group had uSD/ZAR foreign currency forward contracts and foreign
currency options hedging the operative cash flows. the nominal value and fair value of the contracts is
stated in the table below.
euR Million
FX-Forwards
FX-options
Nominal value
Fair Value
Nominal Value
41,586
4
4,066
0
22,986
2014
2013
Fair Value
2,535
The group does not apply hedge accounting.
(iv) Interest rate risk
the Group is exposed to interest rate risk when Group companies take loans, or make other financing
agreements or deposits and investments related to liquidity management. In addition, changes in interest
rates can alter the fair values of the Group’s assets. the Group’s revenue and operative cash flows are
mainly independent of the changes in market interest rates.
to manage interest rate risks, the Group has used both fixed and floating rate debt instruments and derivative
instruments, such as interest rate swaps, when needed. At the end of 2014, the Group’s interest-bearing
debt was mainly based on floating interest rates; and there were no interest rate swaps in place. the Group
aims to match the loan maturities with the businesses’ needs and to have the maturities spread over various
periods so that the Group’s interest rate risks are somewhat diversified. Floating rate financing is mainly
tied to the market rates of different countries (united Kingdom, South Africa), changes to which will then
influence the Group’s total financing cost and cash flows.
the short-term interest-bearing receivables of the Group are mainly loan receivables and receivables on
past asset disposals. the Group’s interest-bearing liabilities have been discussed above.
the split of interest-bearing debt and receivables, also classified into fixed rate and floating rate instruments
on 31 December 2014 and 31 December 2013 was as follows:
113
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Interest rate profile of interest-bearing financial instruments (EUR ‘000)
31.12.2014
31.12.2013
Fixed rate instruments
Fixed rate instruments, net
Variable rate instruments
Variable rate instruments,
net
Interest-bearing net debt
Financial assets
Financial liabilities
Financial assets
Financial liabilities
7,502
-1,102
6,399
36,705
-11,028
25,677
32,076
11,456
-388
11,069
36,714
-1,362
35,352
46,421
114
AFA RAK GRouP An nuAl RePoRt 2014
the following table presents the approximate effect of changes in market interest rates on the Group’s
income statement should the deposits’ and loans’ interest rates change. the analysis includes floating
rate financial assets and liabilities. the sensitivity analysis is illustrative in nature and applicable for the
forthcoming 12 month period if the period’s asset and liability structure were to be equal to that of 31
December 2014, and if there were no changes in exchange rates.
31 December 2014
Interest rate change
Change in interest income Change in interest expense
Net effect
-2.00 %
-1.50 %
-1.00 %
-0.50 %
0.00 %
0.50 %
1.00 %
1.50 %
2.00 %
-734
-551
-367
-184
0
184
367
551
734
221
165
110
55
0
-55
-110
-165
-221
31 December 2013
Interest rate change
Change in interest income Change in interest expense
full year
full year
-2.00 %
-1.50 %
-1.00 %
-0.50 %
0.00 %
0.50 %
1.00 %
1.50 %
2.00 %
(v) Credit risk
-734
-551
-367
-184
0
184
367
551
734
27
20
14
7
0
-7
-14
-20
-27
-514
-385
-257
-128
0
128
257
385
514
Net effect
full year
-707
-530
-354
-177
0
177
354
530
707
Credit risk can be realised when the counterparties in commercial, financial or other agreements cannot
take care of their obligations and thus cause financial damage to the Group. the Group’s operational
policies define the creditworthiness requirements for customers and for counterparties in financial and
derivative transactions, as well as the principles followed when investing liquidity. In the case of major
sales agreements, the counterparty’s credit rating is checked. to date, the Group has not faced any major
losses due to this reason.
the Group’s key customers are major international stainless steel companies, and a number of specialist s
agents selling to the steel sector, with typically long and successful business histories. Since the customers
represent one sector of industry, major changes in that industry’s profitability could increase the credit risk.
the Board of Directors of Afarak Group Plc has determined a cash management policy for the Group’s
parent company, according to which the excess cash reserves are deposited for a short-term only and with
sound financial institutions with which the Group has established business relations. the credit rating of
all significant counterparties is analysed from time to time.
115
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
During the financial year, credit losses booked through the profit and loss were not significant. the maximum
credit risk is equal to the carrying value of the receivables as of 31 December, and is split as follows:
Category
Interest-bearing
Cash and cash equivalents
Receivables from related parties
other interest bearing receivables
Interest-bearing, total
Interest-free
trade receivables
other short-term receivables
trade and other receivable from associate
long-term receivables
Interest-free, total
Total
(vi) Commodity risks
EUR ‘000
2014
13,332
41,406
2,800
57,538
19,447
6,814
1,385
5,504
33,150
90,688
EUR ‘000
2013
13,769
44,500
3,671
61,940
20,429
5,391
1,205
4,069
31,094
93,034
The Group is exposed to price risks on various output and input products, materials and commodities.
Also, securing the availability of raw materials without any serious disruptions is vital to its businesses.
the price risks on input materials and commodities are managed by pricing policies so that changes in
input materials and commodities can be moved into sales prices. this, however, is not always possible or
there may be delays as a result of contractual or competitive reasons.
the Group’s units that have production operations are exposed to availability, quality and price fluctuations
in raw materials and commodities. to diminish these risks, the Group’s business units seek to enter into
long-term agreements with known counterparties; although this is not always possible due to the tradition
and practice of the business. For the most part, because it is not possible or economically feasible to hedge
commodity price risks in the Group’s business sectors with derivative contracts, the Group did not have
any commodity derivative contracts in place as of 31 December 2014.
116
AFA RAK GRouP An nuAl RePoRt 2014
Sensitivity Analysis - Speciality Alloys business
the effect of changes in the sales price of special grade ferrochrome, produced by the Group’s Speciality
Alloys business, to the Group’s operating profit and equity is illustrated below, assuming that the euR/uSD
rate were constant. the analysis is based on December 2014 price level. Since the products are priced in
uSD, the exchange rate changes could have a major effect on the Group’s profitability in euR. Full capacity
for simulation purposes is set at 30,000 t/a, and it is also assumed that only one ferrochrome quality is
produced. Various raw materials are used in ferrochrome production, including chrome concentrate and
ferrosilicochrome. The purchase prices of the main raw materials typically in the same direction as the
sales prices, although the correlation is not perfect and the timing may differ. in practice, therefore the
net effect on the Group’s profitability most probably would be lower than shown below. electricity usage is
also substantial, and hence changes in electricity prices have a significant effect on profitability; electricity
prices do not correlate with changes in commodity prices.
Financial year
2014
Change in Sales price (USD/lb Cr)
Change in Operating Profit
Change in Group’s Equity
20 %
15 %
10 %
5 %
0 %
-5 %
-10 %
-15 %
-20 %
2.74
2.63
2.51
2.40
2.29
2.17
2.06
1.94
1.83
Financial year
2013
17,427
13,070
8,713
4,357
0
-4,357
-8,713
-13,070
-17,427
16,555
12,417
8,278
4,139
0
-4,139
-8,278
-12,417
-16,555
Change in Sales price (USD/lb Cr)
Change in Operating Profit
Change in Group’s Equity
2.60
2.50
2.39
2.28
2.17
2.06
1.95
1.84
1.74
20 %
15 %
10 %
5 %
0 %
-5 %
-10 %
-15 %
-20 %
14,570
10,927
7,285
3,642
0
-3,642
-7,285
-10,927
-14,570
13,841
10,381
6,921
3,460
0
-3,460
-6,921
-10,381
-13,841
117
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Sensitivity Analysis – FerroAlloys business
the FerroAlloys business’s smelting operation, Mogale Alloys, is able to change its product mix quite
rapidly and flexibly, and so only rough estimates on its sensitivity to commodity price changes can be given.
its full production capacity is about 100,000 metric t/a of various metal alloys. Assuming, for simplicity,
that all of the Mogale capacity was used for charge chrome production only, and using the year-end 2014
sales price indications for charge chrome, the following table represents a rough proxy of the sales price
sensitivities. it should also be taken into account that the profitability of the smelting operations can be
substantially impacted by changes in the uSD and ZAR exchange rates and in electricity prices, as well as
changes in market prices. in South Africa the majority of the electricity supply, price and availability are
controlled by one entity, eskom. Mogale Alloys may participate in eskom’s electricity buyback program in
the foreseeable future.
Financial year
2014
Change in Sales price (USD/lb Cr)
Change in Operating Profit
Change in Group’s Equity
20 %
15 %
10 %
5 %
0 %
-5 %
-10 %
-15 %
-20 %
1.30
1.24
1.19
1.13
1.08
1.03
0.97
0.92
0.86
Financial year
2013
20,003
15,003
10,002
5,001
0
-5,001
-10,002
-15,003
-20,003
14,402
10,802
7,201
3,601
0
-3,601
-7,201
-10,802
-14,402
Change in Sales price (USD/lb Cr)
Change in Operating Profit
Change in Group’s Equity
20 %
15 %
10 %
5 %
0 %
-5 %
-10 %
-15 %
-20 %
18,344
13,758
9,172
4,586
0
-4,586
-9,172
-13,758
-18,344
13,208
9,906
6,604
3,302
0
-3,302
-6,604
-9,906
-13,208
1.35
1.29
1.24
1.18
1.13
1.07
1.01
0.96
0.90
118
15. Inventories
EUR '000
Goods and supplies
unfinished products
Finished products
Total
16. Trade and other current receivables
EUR '000
trade receivables
loan receivables
interest-bearing receivables
Prepaid expenses and accrued income
income tax receivables
other receivables
Total
AFA RAK GRouP An nuAl RePoRt 2014
2014
30,611
90
29,350
60,052
2013
18,839
181
27,263
46,284
2014
2013
19,447
3,836
7,034
3,201
3,323
3,928
40,769
20,930
2,042
6,543
2,100
4,819
4,126
40,559
Prepaid expenses and accruals mainly relate to rental contracts, personnel expenses, VAt receivables and
accrued interest for loans. Balance sheet values of receivables closely correspond to the monetary value
of maximum credit risk, excluding the fair value of received guarantees, in the potential case where the
counterparties cannot fulfil their commitments. Apart from a balance of other receivables amounting to
euR 1.9 million which has an elevated credit risk due to its aging, there is no significant credit risk related
to the other receivables.
The aging of trade receivables at the balance sheet date
EUR '000
Not past due
Past due 0-30 days
Past due 31-60 days
Past due 61-90 days
Past due more than 90 days
Trade receivables total
2014
14,121
5,579
176
0
-430
19,447
2013
10,796
8,730
-45
396
1,053
20,930
119
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
17. Cash and cash equivalents
EUR '000
Cash and bank balances
Pledged deposits
Cash and cash equivalents in the cash flow statement:
EUR '000
Cash and bank balances
Short-term money market investments
Total
18. Notes to equity
2014
12,449
4,286
2014
12,449
883
13,332
2013
13,410
2,622
2013
13,410
359
13,769
Number of registered
shares Number of shares on issue
Share capital, EUR '000
31.12.2012
Treasury shares granted
31.12.2013
Subscriptions based on option
rights
248,432,000
244,134,563
0
248,432,000
11,130,434
52,720
244,187,283
11,130,434
31.12.2014
259,562,434
255,317,717
23,642
0
23,642
0
23,642
there is no nominal value for the Company’s share.
the equity reserves are described below:
Share premium reserve
Related to the old Finnish Companies Act, the Company has a share premium reserve in relation to old
share issues, where the premium in excess of the par value of the shares subscribed has been recognised
in the share premium reserve.
Paid-up unrestricted equity reserve
Paid-up unrestricted equity reserve comprises other equity investments and subscription price of shares
to the extent that it is not recognised in the share capital based on a specific decision.
Translation reserve
the translation reserve comprises all foreign currency differences arising from the translation of financial
statements of foreign operations.
Share subscriptions based on option rights
on 10 July 2014, Afarak announced that it had resolved to offer 11,130,434 new ordinary shares in the
Company (“new Shares”) to the vendors of Mogale Alloys (a subsidiary of Afarak acquired in May 2009) under
the settlement agreement announced on 11 october 2012. the new Shares represented approximately
4.48 per cent of the issued share capital and approximately 4.56 per cent of the total voting rights of the
Company prior to the share issue. on 18 July 2014, Afarak announced that all of the new Shares offered
had been subscribed for and that the total subscription price of euR 5,565,217 (euR 0.5 per share) was
fully satisfied through offset against the settlement receivables of the Vendors related to the Mogale Alloys
acquisition. A maximum of 3,478,261 shares remain to be offered under the agreed settlement. the
New Shares were registered with the Finnish Trade Register on 24 July 2014 and admitted to the premium
120
AFA RAK GRouP An nuAl RePoRt 2014
segment of the official list and to trading on the Main Market of the london Stock exchange and nASDAQ
Helsinki on 25 July 2014.
Treasury shares
on 31 December 2014 the Company had altogether 4,244,717 (4,244,717) of its own shares, which was
equivalent to 1.64 (1.71) % of all registered shares. the total number of shares outstanding, excluding the
treasury shares held by the Company on 31 December 2014 was 255,317,717 (244,187,283).
the Company’s subsidiaries do not hold any of Afarak Group Plc’s shares.
Share Issue Authorisations given to the Board of Directors
The Annual General Meeting held on 8 May 2014 resolved the Board of Directors to decide on the share
issue and on the issuing of stock options and other special rights that entitle to shares. By virtue of the
authorisation shares can be emitted in one or more tranches in total a maximum of 24,843,200 new shares
or shares owned by the Company. this equates to approximately 10% of the Company’s registered shares
on 31 December 2014. the authorisation replaces all previous authorisations and it is valid two years from
the decision of the Annual General Meeting.
Trading Information
Afarak Group Plc’s shares are listed on the main market of the london Stock exchange and on nASDAQ
Helsinki. Afarak shares are traded on the london Stock exchange under the trading code AFRK and on the
nASDAQ Helsinki under code AFAGR. the iSin code is Fi0009800098 and the trading takes place in Pound
Sterling (GBP) and in euros (euR).
Share Performance and Trading
During the financial year 2014, the price of Afarak Group’s share in london Stock exchange varied between
GBP 0.24 (0.30) and GBP 0.32 (0.40) and in nASDAQ Helsinki between euR 0.21 (0.30) and euR 0.42 (0.48).
Afarak’s share closed in london at the end of the financial year at GBP 0.25 (0.30) and Helsinki at euR 0.32
(0.32). the closing price on 31 December gives the Company a market capitalisation of the entire capital
stock 259,562,434 (248,432,000) shares of GBP 65.5 million (74.5) and euR 83.1 million (79.5).
A total of 23,013 (44,600) Afarak shares were traded in London and 20,927,217 (4,554,022) shares in
Helsinki during the financial year, representing 0.01% (0.02%) of stock in london and 8.06% (1.8%) in Helsinki.
121
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Shareholders
on 31 December 2014, the Company had a total of 4,030 shareholders (4,148 shareholders on 31 December
2013), of which eight were nominee-registered. the registered number of shares on 31 December 2014
was 259,562,434 (248,432,000).
Largest shareholders on 31 December 2014
1
2
3
4
5
6
7
8
9
Shareholder
Nordea Bank Finland Plc
nominee-registered*
Hino Resources Co. Ltd**
Kermas limited***
Skandinaviska Enskilda
Banken AB nominee-
registered
Shares
121,645,428
44,881,903
34,266,467
9,482,581
Joensuun Kauppa ja Kone oy
8,892,560
Kankaala Markku olavi
Moncheur & Cie
Hanwa Company Limited
Afarak Group Plc
10
Hukkanen Esa Veikko
Total
Other Shareholders
Total shares registered
7,066,116
6,592,183
6,000,000
4,244,717
4,223,048
247,295,003
12,267,431
259,562,434
%
46.9
17.3
13.2
3.7
3.4
2.7
2.5
2.3
1.7
1.7
95.3
4.7
100.0
* According to the flagging notification of Aida Djakov published 25 July 2014, the total combined holdings
of Aida Djakov and her controlled corporation Atkey Limited are 68,526,701 shares representing 26.4 %
of the total number of shares.
** According to the latest flagging notification of Hino Resources Co. ltd (“Hino”) published 10 october
2014, the total holdings of Hino are 49,991,903 shares representing 19.26 % of the total number of shares.
*** Kermas limited is a controlled corporation of the Company Ceo Dr Danko Koncar. According to the insider
register information, the direct ownership of Dr Koncar is 19,672 shares and the related party ownership
of Dr Koncar is 70,945,967, reprenting a combined total of 27.34 % of the total number of shares.
Afarak Group Plc’s Board members and Chief executive officer owned in total 78,078,926 (78,078,926)
Afarak Group Plc shares on 31 December 2014, including shares owned either directly, through persons
closely associated with them or through controlled companies. This corresponds to 30.1% (31.4%) of the
total number of registered shares on 31 December 2014.
122
AFA RAK GRouP An nuAl RePoRt 2014
Shareholders by category 31 December 2014
Shares
1-100
101-1,000
1,001-10,000
10,001-100,000
100,001-1,000,000
1,000,001-10,000,000
in excess of 10,000,000
Total
of which nominee-registered
Total outstanding
Number of
shareholders
% share of
shareholders
Number of shares
held
% of shares held
735
2,099
1,031
141
14
7
3
4,030
8
18.24
52.08
25.58
3.50
0.35
0.17
0.07
45,251
1,097,888
3,303,284
3,237,050
4,583,958
46,501,205
200,793,798
100.00
259,562,434
132,518,827
259,562,434
0.02
0.42
1.27
1.25
1.77
17.92
77.36
100.00
51.05
100.00
Shareholders by shareholder type on 31 December 2014
Finnish shareholders
of which:
Companies and business enterprises
Banking and insurance companies
non-profit organisations
Households
Foreign shareholders
Total
of which nominee-registered
19. Share-based payments
% of share
capital
13.50 %
5.50 %
0.00 %
0.00 %
8.00 %
86.50 %
100 %
51.04 %
the Company has three incentive-related option schemes, known as i/2005, i/2008 and i/2011.
option rights relating to the i/2005 scheme are granted to the Group’s executive Management team and
other key employees and to non-executive directors, as recommended by the Board. the scheme entitles
option holders to subscribe for a maximum of 2,700,000 shares in the Company. the share subscription
period is from 1 July 2007 to 30 June 2015 for various options series denoted with different letters, and the
subscription price range is euR 0.32 – 0.78 (with dividend and capital redemption adjustment). As a result
of subscriptions made with the i/2005 options, Afarak Group Plc’s number of shares may be increased by
a maximum of 2,700,000 new shares. in accordance with the terms of the option scheme the subscription
prices will be recognised in the paid-up unrestricted equity reserve.
option rights relating to the i/2008 scheme were granted to the Group’s previous Ceo, Alwyn Smit, in
october 2008. the scheme entitles the option holder to subscribe for a maximum of 2,900,000 shares in the
Company for a subscription price of euR 2.18 per share (with dividend and capital redemption adjustment).
the share subscription period for 1,450,000 share options commenced on 1 october 2009 and on 1 october
2010 for the remaining 1,450,000 options. the subscription period matures on 31 December 2015. As a
123
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
result of the subscriptions made with the options, Afarak Group Plc’s number of shares may be increased
by a maximum of 2,900,000 new shares.
option rights relating to the i/2011 scheme are granted to the key personnel of the Company, as recommended
by the Board. the scheme entitles the option holders to subscribe for a maximum of 6,900,000 shares in
the Company. The vesting period is 1 July 2014 to 1 August 2017 for various option series denoted with
different letters and years. the share subscription price is calculated by a formula based on the Volume
Weighted Average Price of the Company’s share and varies between the option series.
of the option scheme i/2005, options on A, B, C, D, e and F series have been issued to Afarak’s management
totalling 1,175,000 option rights, of the option scheme i/2008 a total of 2,900,000 options. of the option
scheme i/2011 a total of 6,291,997 options were issued and 99,999 options were forfeited leaving a balance
of 6,191,998 options. All options have been treated according to the principles set forth in iFRS 2 Share-
based Payments standard. Share options will be expired if not redeemed as agreed in the terms of options.
the main terms of the option arrangements are detailed in the tables below.
A total of 52,720 ordinary shares in the Company were granted to Mr Wynand van Wyk, head of Mining South
Africa. the shares were issued under the authorisation given by the Company’s Annual General Meeting in
May 2013 and form a part of the Company’s incentive programme for senior management. under the terms
of the directed free share issue scheme, the shares were offered free of charge and in derogation of the
pre-emptive subscription right of shareholders. the compensation plans are recognised as share-based
payments on the Group’s financial statements. the fair value of the granted shares is determined based on
the market price of Afarak Group’s share at the grant date. the total fair value is therefore the amount of
granted shares multiplied by the share market price at the grant date. the cost is recognised as an expense
in personnel costs over the vesting periods and credited to equity.
124
AFA RAK GRouP An nuAl RePoRt 2014
Share option plan
Nature of the plan
Share
options.
granted to
employees in
2012
Share options.
granted to
CEO in 2008
Share options.
granted to CEO
in 2008
Share options.
granted to
employees in
2010
Share options.
granted to
employees in
2009
Share options
issued
Share options
issued
Share options
issued
Share options
issued
Share options
issued
Share
options.
granted to
employees
in 2008
Share
options
issued
Grant date
1.4.2012
28.10.2008
28.10.2008
17.5.2010
6.8.2009
28.10.2008
number of options
6,191,998
1,450,000
1,450,000
100,000
175,000
225,000
Options series
i/2011
i/2008
i/2008
F (i/2005)
e (i/2005)
D (i/2005)
Exercise period
1.7.2014-
1.8.2017
1.10.2010-
31.12.2015
1.10.2009-
31.12.2015
1.7.2012-
30.6.2015
1.7.2011-
30.6.2014
1.7.2010-
30.6.2013
Dividend adjustment
yes
Exercise price
(with dividend and
capital redemption
adjustment)
Share price at grant
date
Option life
Conditions
0.00 - 0.86
0.90
1.1 - 3.1
Employment
until the
vesting date
and target
share price
yes
2.18
1.26
5.3
yes
2.18
1.26
6.3
yes
0.78
1.00
3.0
yes
0.68
yes
0.58
1.75
1.26
3.0
3.0
Employment
until the
vesting date
Employment
until the
vesting date
Employment
until the
vesting date
Employment
until the
vesting date
Employment
until the
vesting date
Execution
In shares
In shares
In shares
In shares
In shares
In shares
Expected volatility
45 %
44 %
44 %
56 %
46 %
44 %
Expected option life
at grant date (years)
Risk free rate,
euribor 12 months
Expected dividend
yield
Expected personnel
reductions
Fair value at grant
date (euR)
5.3 years
5.0 years
5.0 years
5.1 years
4.9 years
4.7 years
2.24%
4.33%
4.33%
3.11%
3.66%
4.33%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0
0
0
0
0
0
0.14 - 0.46
0.33
0.33
1.06
1.20
0.77
Valuation model
up and in Call Black & Scholes
Black & Scholes
Black &
Scholes
Black & Scholes
Black &
Scholes
125
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Changes in share options issued and in weighted average exercise prices:
Weighted average exercise price (with
dividend and capital redemption
adjustment)
EUR/share
Number of options
At the beginning of 2013
Forfeited options
Forfeited options
At the end of 2013
exercisable at the end of 2013
At the beginning of 2014
Forfeited options
At the end of 2014
exercisable at the end of 2014
0.85
0.58
0.26
0.83
2.05
0.83
0.68
0.83
1.25
9,691,997
225,000
99,999
9,366,998
3,175,000
9,366,998
175,000
9,191,998
5,100,000
there were no share subscriptions based on option rights during financial year 2014.
the exercise prices of existing share options and their years of forfeiting are presented below:
Year of forfeiting
Exercise price (EUR)
Number of shares
2014
2015
2015
2017
0.68
0.78
2.18
0.00-0.86
175,000
100,000
2,900,000
6,900,000
the exercise price above represents the original contractual exercise price adjusted by dividends and capital
redemptions before the 2015 AGM.
126
AFA RAK GRouP An nuAl RePoRt 2014
20. Deferred tax assets and liabilities
Movements in deferred taxes in 2014
EUR '000
31.12.2013
Exchange rate
differences
Recognised in
P &L
Recognised in
equity
31.12.2014
Deferred tax assets:
unrealised expenses
Pension liabilities
From translation
difference
Group eliminations
Total
Deferred tax liabilities:
Assets at fair value in
acquisitions
translation difference
other timing differences
Total
1,824
1,052
8,822
849
12,546
7,332
0
1,175
8,507
1
12
13
-238
-64
755
-253
200
244
-1,181
56
300
574
-607
-8,594
-8,594
0
0
1,587
988
983
608
4,166
6,395
0
1,804
8,199
Movements in deferred taxes in 2013
EUR '000
31.12.2012
Exchange rate
differences
Recognised in
P &L
Recognised in
equity
31.12.2013
Deferred tax assets:
unrealised expenses
Pension liabilities
From translation
difference
Group eliminations
Total
Deferred tax liabilities:
Assets at fair value in
acquisitions
translation difference
other timing differences
Total
1,744
1,160
0
598
3,504
-431
348
-83
510
-108
1,081
-96
1,386
15,622
-2,348
-5,941
0
1,284
16,906
-334
-2,682
224
-5,717
1,824
1,052
8,822
849
12,546
7,332
0
1,174
8,505
7,741
7,741
0
0
127
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
21. Provisions
EUR '000
Balance at 1.1.2014
Additions
Releases and reversals
unwinding of discount
exchange differences
Balance at 31.12.2014
EUR '000
Long-term provisions
Short-term provisions
Total
Environmental and
rehabilitation provisions
Other provisions
8,733
4
-145
542
-1
9,133
2014
10,137
77
10,214
1,547
296
-767
0
5
1,081
2013
9,739
542
10,281
Total
10,280
300
-912
542
4
10,214
the long-term provisions in the statement of financial position relate to environmental and rehabilitation
provisions of the Group’s production facilities and mines. the provisions are based on expected liability.
The amount of environmental provisions increased during 2014 following environmental studies which
were carried out to re-estimate the liability.
22. Pension liabilities
Defined benefit pension plans
the majority of the Group’s pension plans are defined contribution plans for which a total expense of euR
0.8 (1.2) million has been recognised on the 2014 income statement. in addition, the Group’s German
subsidiary has defined benefit plans. the obligations relating to the plans have been defined by actuarial
calculations. the pension scheme is arranged by recognising a provision on the statement of financial
position. the present value of the obligation less fair value of plan assets totalled euR 20.0 (16.1) million
on 31 December 2014. the Group has considered that the value on 31 December also corresponds with the
amount of net obligation at the balance sheet date. the Group does not own the assets of the pension plans.
Retirement benefit obligation
EUR '000
Present value of funded obligation
Fair value of plan assets
Net liability
2014
24,454
-4,500
19,954
2013
20,187
-4,092
16,095
128
Movements in defined benefit obligation
EUR '000
Defined benefit obligations at 1.1.
Benefits paid by the plan
Current service costs
Interest expence
Actuarial (gains) losses
Past service cost - amendments
Closing balance at 31.12.
Movements in the fair value of the plan assets
EUR '000
Fair value of the plan assets at 1.1.
Expected return on plan assets
Benefits paid by the plan
Asset gains (losses)
Contributions paid into the plan
Closing balance at 31.12.
AFA RAK GRouP An nuAl RePoRt 2014
2014
20,187
-707
305
674
3,996
24,454
2014
4,092
143
-100
-40
405
4,500
2013
19,579
-675
324
652
-48
355
20,187
2013
3,764
120
-87
-88
384
4,092
the funded pension plan has been financed through an insurance company and therefore asset specification
is not available.
Expense recognised in profit or loss
EUR '000
Current service cost
Interest cost
Expected return on plan assets
Recognition of net (gain)/loss
Actual return on plan assets totalled euR -0.04 (-0.09) million in 2014.
Principal actuarial assumptions
Discount rate
Expected return on plan assets
inflation
2014
-305
-674
143
0
-836
2014
2.12 %
2.43 %
2.25 %
2013
-324
-652
120
-355
-1,212
2013
3.40 %
0.80 %
2.25 %
the expected retirement age has been assumed to be in accordance with German legislation (RVAGAnpG 2007).
Similarly, the expected pension increases have been assumed to be in line with the German legislation, and
mortality expectancy in accordance with the German “Richttafeln 2005 G” has been applied in the valuations.
129
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Historical information
EUR '000
Present value of defined benefit obligation
Fair value of plan assets
Deficit in the plan
experience adjustments arising on plan liabilities
Experience adjustments arising on plan assets
Adjustments due to change in actuarial assumptions
2014
-24,454
4,500
-19,954
-398
40
4 394
2013
-20,187
4,092
-16,095
-48
88
0
Provision for retirement pay liability in Turkey
in accordance with existing social legislation in turkey, the turkish subsidiary of the Group is required to
make lump-sum payments to employees whose employment is terminated due to retirement or for reasons
other than resignation or misconduct. the computation of the liability was based on the retirement pay
ceiling announced by the turkish government. on 31 December 2014, the employee severance indemnity
recognised in accordance with iAS 19 the financial statements totalled euR 0.7 (1.0) million.
23. Trade payables and other interest-free liabilities
EUR '000
Non-current
other liabilities
Total non-current
Current
Purchase price liabilities (paid as shares)
trade payables
Payables to associated companies
Accrued expenses and deferred income
income tax liability
other liabilities
Total current
2014
42
42
2,186
19,144
167
10,472
5,951
6
37,925
2013
40
40
6,432
11,205
2,364
8,735
7,128
6
35,870
in 2013 financial statements the liability to Mogale vendors has been classified as current interest-free debt.
130
AFA RAK GRouP An nuAl RePoRt 2014
1.8 RELATED PARTY DISCLOSURES
1.8.1 Group structure on 31 December 2014
Subsidiaries
Name
Country of incorporation
Group's ownership and
share of votes (%)
Afarak Group Plc's direct
ownership and share of
votes (%)
Afarak Holdings Ltd
Afarak Investments Ltd
Afarak Mining Ltd
Afarak South Africa (Pty) Ltd
Afarak Suisse SA **
Auburn Avenue trading 88 (Pty) ltd
Destiny Spring Investments 4 (Pty)
Ltd
Destiny Spring Investments 11 (Pty)
Ltd
Destiny Spring Investments 12 (Pty)
Ltd
Dezzo trading 184 (Pty) ltd **
Didox (Pty) Ltd **
Duoflex (Pty) ltd
elektrowerk Weisweiler GmbH
Intermetal Madencilik ve Ticaret
A.S.
lP Kunnanharju oy
Metal ve Maden ic ve Dis Pazarlama
Tic Ltd, Sti
Mogale Alloys (Pty) Ltd
PGR17 Investments (Pty) Ltd **
RCS Ltd
Rekylator Oy
Rekylator Invest Oy
Rekylator Wood Oy
Rekylator Yhtiöt Oy
türk Maadin Sirketi A.S.
Malta
Malta
South Africa
South Africa
Switzerland
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
Germany
Turkey
Finland
Turkey
South Africa
South Africa
Malta
Finland
Finland
Finland
Finland
Turkey
100.00
100.00
100.00
100.00
100.00
74.00
100.00
100.00
100.00
100.00
100.00
74.00
100.00
99.00
100.00
97.76
90.00
100.00
100.00
100.00
100.00
100.00
100.00
98.75
0.00
99.99
0.00
0.00
100.00
0.00
0.00
0.00
0.00
0.00
0.00
0,00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
100.00
0.00
0.00
100.00
98.75
131
Consolidated Financial Statements (IFRS) AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Joint ventures
Name
Country of incorporation
Group's ownership and
share of votes (%)
Afarak Group Plc's direct
ownership and share of
votes (%)
Synergy Africa Ltd
Chromex Mining Ltd
Chromex Mining Company (Pty) Ltd
Ilitha Mining (Pty) Ltd
Mkhombi Stellite (Pty) ltd
Waylox Mining (Pvt) Ltd **
Associated companies
united Kingdom
united Kingdom
South Africa
South Africa
South Africa
Zimbabwe
51.00
51.00
37.74
41.05
44.24
51.00
0.00
0.00
0.00
0.00
0.00
0.00
Name
Country of incorporation
Specialty Super Alloys SSA Inc.
united States
Incap Furniture Oy
Valtimo Components Oyj *
Finland
Finland
Group's ownership and
share of votes (%)
Afarak Group Plc's direct
ownership and share of
votes (%)
20.00
24.06
24.90
0.00
12.45
24.90
* Afarak’s share of ownership in Valtimo Components oyj can increase to 39.23% if the shares sold earlier,
held as pledge, are not paid in cash to Afarak.
** Dezzo trading 184 (Pty) ltd, Didox (Pty) ltd, PGR 17 investments (Pty) ltd, Waylox Mining (Pty) ltd and
Afarak Suisse SA are expected to be struck off in 2015.
Afarak energy (Pty) ltd and Green Coal (Pty) ltd were deregistered as at 31 December 2014.
132
AFA RAK GRouP An nuAl RePoRt 2014
1.8.2 Related party transactions
Afarak Group Plc defines the related parties as:
• companies, entities or persons having common control or considerable voting power in Afarak Group
• subsidiaries
• joint ventures
• associates
• Afarak Group Plc’s and the above mentioned entities’ top management
Related party transactions with persons belonging to the Group’s Board and management
Finnish accounting legislation, KPA 2:8 § 4 paragraph disclosure requirement
EUR '000
Salaries
Fees
Share-based
remuneration
Salaries
Fees
Share-based
remuneration
2014
2013
Everard Paul
Board member 21.4.2010 -
11.2.2013
Hoyer Thomas CEO 4.5.2011 - 11.2.2013
Board member 11.5.2011
-11.2.2013
Kankaala
Markku
Board member 30.6.2003
onwards
Koncar Danko CEO since 11.2.2013, Board
member 11.8.2010 onwards
Acting Managing Director from
14.10.2010 to 3.5.2011
Lillja Michael
Board member 11.2.2013
onwards
Manojlovic
Jelena
Board member 11.7.2008
onwards, Chairperson
17.6.2009 onwards
Parodi Afredo Board member 11.2.2013
onwards
Pointon
Christopher
Board member 21.4.2010 -
11.2.2013
Rourke Barry
Board member 21.4.2010 -
11.2.2013
Smart Bernice Board member 11.2.2013
onwards
240
120
54
54
54
54
386
240
212
16
97
548
56
64
97
97
97
59
41
19
19
41
Total
360
216
0
838
251
999
As some of the Board members have also had executive management roles, both the Board fees and the
salaries in relation to the executive role have been presented above.
in 2011 the Company has transferred 950,000 shares to the members of the Board as part of their
remuneration. the issued shares are subject to a three year lock-up period which ended in 2013.
the Ceo receives an annual salary of euR 240,000 and he is not entitled to any bonus plans, share-based
incentives or severance pay in addition to the salary for the notice period.
the Group makes no pension arrangements for the Ceo beyond the statutory pension coverage, and there
is no set retirement age.
133
Consolidated Financial Statements (IFRS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
Management remuneration
EUR '000
Short-term employee benefits
Post-employment benefits
termination benefits
Share-based payments
Total
2014
185
0
0
42
227
2013
505
27
192
333
1 057
the table includes the executive Management team remuneration excluding the Ceo. the Ceo and Board
members compensation has been presented separately.
Business reorganisations
Afarak announced in January 2013 that the Company’s management was reorganised to be more appropriately
aligned to the size of the Company’s current operations and the prevailing market conditions. the Company
also reviewed its cost base with a view to identify other restructuring opportunities including larger structural
and organisational developments. As part of the restructuring both the Company’s board of directors and
executive management team were materially downsized.
Financing arrangement with related parties
in 2011 Afarak Group Plc had entered into a uSD 55 million standby loan facility agreement with its major
shareholder Kermas ltd. the facility was available until 31 December 2014 and the loan term would have
been from the first draw-down until 31 December 2015. At the end of the financial year 2014, the Group
has not drawn down any of the loan. the expenses recognised for the facilities were euR 0.1 (0.1) million.
the Group has a euR 34.4 (34.5) million loan receivable and euR 6.4 (5.1) million trade and other current
and not current receivables from its joint venture companies. trade and other payables to joint venture
companies amounted to euR 0.2 (2.4) million. interest income from a joint venture company totalled euR
1.0 (1.1) million during the financial year 2014.
the Group had on 31 December 2014 a euR 7.0 (10.0) million receivable from Kermas ltd, euR 3 million
were paid in the first quarter of 2014.
Other related party transactions
The Group has sold its products and rendered services to related parties and joint ventures for a total value
of euR 0.2 (0.3) million. the Group has also made raw material purchases from a joint venture amounting
to euR 4.4 (12.1) million.
Dividends received from associated companies totalled euR 0.0 (0.0) million.
on 31 December 2014 the Group’s parent company had short-term loan receivables from the members of
the Board amounting to euR 0.1 (0.2) million.
134
AFA RAK GRouP An nuAl RePoRt 2014
1.9 COMMITMENTS AND CONTINGENT LIABILITIES
1.9.1 Mortgages and guarantees pledged as security
on 31 December 2014 the Group had a loan from a financial institution totalling euR 10.3 (1.5) million.
the Group has provided real estate mortgages and other assets as collaterals for total carrying value of euR
71.2 (59.8) million. Moreover, the Group companies have given cash deposits totalling euR 4.1 (2.1) million
as security for their commitments. the value of other collaterals totalled euR 0.5 (0.6) million as at 31
December 2014. Afarak Group Plc has given guarantees for third party loans totalling euR 1.3 (1.3) million.
1.9.2 Covenants included in the Group’s financing agreements
one of the Group’s Maltese subsidiaries, RCS ltd, was granted a loan facility from a Maltese bank in 2013.
As at year end 2014 the balance was uS$ 11.9 (euR 9.8) million and the financial covenants attached to
this loan were not breached during the year. the Group’s South African subsidiary, Mogale Alloys also
had bank facilities with local banks amounting to ZAR 27.6 (euR 2.0) million at year end and are disclosed
as current financial liability in the financial statements. one of the covenants attached to this facility was
breached due to the free cash flows being low as a result of the extensive cash outflows paid during the
year to finance the refining and granulation plant. Management will do the utmost to rectify the situation
and go back within the covenant limits.
1.9.3 Rental agreements
liabilities associated with rental and operating lease agreements totalled some euR 0.8 (0.8) million for the
period. typically, the rental agreements maturity varies between two to five years, and normally there is a
possibility to continue these agreements beyond the original maturity date. For these contacts, their price
indexing, renewal and other terms differ contract by contract. As guarantees for these rental agreements, the
Group companies have made cash deposits of approximately euR 0.0 (0.1) million as at 31 December 2014.
1.9.4 Collaterals given by Afarak Group Plc
Afarak Group Plc has given guarantees in connection with certain borrowings of Junnikkala oy, the Group’s
former subsidiary which it sold in June 2011. these guarantees will continue to be in force until 30 June
2018. under the terms of the disposal it has been agreed that Junnikkala will pay a fee of 2% per annum
to Afarak Group Plc in consideration for the continuation of these guarantees. At 31 December 2014 the
indebtedness subject to these guarantees was euR 1.3 (1.3) million in aggregate.
135
Consolidated Financial Statements (IFRS)
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
1.10 EVENTS AFTER THE REPORTING PERIOD
On 2 January 2015, Afarak announced that the Company has signed a sale agreement in relation to part of
the saw mill equipment the Company acquired in 2008. The transaction from the discontinued operation
positively affects the Q4/2014 profit.
on 2 January 2015, Afarak announced that as a result of a transaction that occurred between Ms Aida Djakov
and her controller corporation Atkey limited (“Atkey”) Ms Aida Djakov has personally decreased below the
threshold of 5% and Atkey has increased above the threshold of 25%. However, the total combined ownership
of Ms Aida Djakov and Atkey remained unchanged.
136
AFA RAK GRouP A nnuAl RePoRt 2014
Parent Company’s Financial Statements
(FAS)
137
Parent Company’s Financial Statements (FAS) AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
PARENT COMPANY’S FINANCIAL STATEMENTS (FAS)
INCOME STATEMENT (FAS)
1.1.2014
1.1.2013
- 31.12.2014
- 31.12.2013
Note
1
2
3
4
5
6
150
46
-556
-16
-28
-44
-601
-11
-11
-1,554
-1,969
1,877
159
-56
-206
1,774
-195
-195
0
-195
347
250
-1,269
-157
-20
-177
-1,446
-33
-33
-1,557
-2,439
2,669
272
-60
-270
2,612
172
172
-60
112
EUR '000
REVENUE
Other operating income
Personnel expenses
Salaries and wages
Pension expenses
Other social security expenses
Social security expenses total
Personnel expenses total
Depreciation and amortisation
Depreciation and amortisation according
to plan
Depreciation and amortisation total
Other operating expenses
OPERATING PROFIT (LOSS)
Financial income and expenses:
other financial income
From Group companies
From others
interests and other financial expenses
To Group companies
To others
Financial income and expenses total
PROFIT (LOSS) BEFORE EXTRAORDINARY ITEMS
PROFIT BEFORE TAXES
Income taxes
Income taxes
NET PROFIT
138
AFA RAK GRouP A nnuAl RePoRt 2014
31.12.2014
31.12.2013
0
0
25
25
215,931
0
8,015
223,946
223,971
55,261
0
128
55,388
1
6,828
988
43
27
131
8,018
221
2
2
35
35
164,926
0
8,015
172,941
172,977
111,042
0
128
111,169
27
1,326
899
53
26
224
2,556
150
Note
7
7
8
9
BALANCE SHEET (FAS)
EUR '000
aSSETS
NON-CURRENT ASSETS
intangible assets
intangible rights
Total intangible assets
Property, plant and equipment
Machinery and equipment
Total property, plant and equipment
Investments
Shares in Group companies
Shares in associated companies
Receivables from Group companies
Total investments
Total non-current assets
CURRENT aSSETS
Receivables
non-current receivables
Receivables from Group companies
other interest-bearing receivables
other interest-free receivables
Total non-current receivables
Current receivables
trade receivables
Receivables from Group companies
Receivables from Holding companies
other interest-bearing receivables
other non interest-bearing receivables
Prepaid expenses and accrued income
Total current receivables
Cash and cash equivalents
Total current assets
63,628
113,875
TOTaL aSSETS
287,599
286,853
139
Parent Company’s Financial Statements (FAS) AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Note
10
11
EUR '000
EQUITy aND LIaBILITIES
SHaREHOLDERS' EQUITy
Share capital
Share premium reserve
Paid-up unrestricted equity reserve
Retained earnings
Profit for the period
Total shareholders' equity
LIaBILITIES
non-current liabilities
liabilities to Group companies
Loans from associated companies
Total non-current liabilities
Current liabilities
liabilities to Group companies
Accounts payable
Accounts payable to Group companies
other liabilities
Accrued expenses and deferred income
Total current liabilities
Total liabilities
31.12.2014
31.12.2013
23,642
25,223
249,800
-13,644
-195
284,827
1,248
5
1,254
66
36
833
24
560
1,518
2,772
23,642
25,223
249,101
-13,756
112
284,322
1,614
5
1,619
247
156
211
24
272
911
2,530
TOTaL EQUITy aND LIaBILITIES
287,599
286,853
140
AFA RAK GRouP A nnuAl RePoRt 2014
STATEMENT OF CASH FLOWS (FAS)
1.1.-31.12.2014
1.1.-31.12.2013
EUR '000
Operating activities
net profit
Adjustments:
Depreciation and amortisation
Capital gains and losses from investments
Impairment
unrealised foreign exchange gains and losses
Finance income and expense
Income taxes
Share-based payments
-195
112
11
0
0
-90
33
0
0
34
-1,683
-2,612
0
0
60
0
Cash flow before working capital changes
-1,958
-2,372
Working capital changes:
Change in current trade receivables
Change in current non interest-bearing debt
Cash flow before financing items and taxes
interests received and other financing items
interests paid and other financing items
Income taxes paid
Net cash from operating activities
Investing activities
Capital expenditure on tangible and intangible assets
Proceeds from sale of tangible and intangible assets
Acquisitions of subsidiaries and associates
Payments for earn-out liabilities
Disposals of subsidiaries and associates
Net cash used in investing activities
Financing activities
Non-current loans from group companies
Current loans to group companies
Current loans to others
Repayments of non-current loans to group companies
Non-current loans to group companies
Repayments of non-current loans given to Group companies
Repayments of current loan receivables
109
692
-1,157
147
-93
33
1,614
48
-710
243
-170
-641
-1,070
-1,277
0
0
0
0
0
0
0
0
0
6,350
-334
0
9
0
0
0
0
0
0
114
-10
0
1,500
-1,825
0
9
141
Parent Company’s Financial Statements (FAS) AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
EUR '000
Capital redemption
Net cash used in financing activities
Change in cash and cash equivalents
Cash at beginning of period
Cash at end of period
Cash received from subsidiaries' dissolution
Change in the balance sheet
1.1.-31.12.2014
1.1.-31.12.2013
-4,884
1,141
71
150
221
0
71
-2,441
-2,653
-3,931
4,081
150
0
-3,931
142
AFA RAK GRouP A nnuAl RePoRt 2014
2. NOTES TO THE FINANCIAL STATEMENTS OF THE PARENT
COMPANY (FAS)
2.1 Accounting Policies
Scope of financial statements and accounting policies
the parent company has prepared its separate financial statements in accordance with Finnish Accounting
Standards. Consolidated financial statements have been prepared in accordance with international Financial
Reporting Standards. Consolidated financial statements are presented separately as a part of these financial
statements.
information on holdings in subsidiaries and associated companies and information on their consolidation
is presented in the notes to the financial statements.
All figures are presented in thousand euros, unless otherwise explicitly stated.
Valuation principles and methods
investments in associated companies and debt instruments are valued at acquisition cost, less eventual
impairment. Dividends received from Group companies and associates have been recorded as financial
income.
the balance sheet value of property, plant and equipment is stated at acquisition cost, less accumulated
depreciation. other assets have been stated in the balance sheet at the lower of acquisition cost or their
likely realisable value. Debt items are valued at acquisition cost. loan receivables from subsidiaries and
Group companies have been valued at acquisition cost.
Depreciation methods
Acquisition costs of property, plant and equipment are depreciated over their useful lives according to plan.
Depreciation plans have been defined based on practice and experience.
Asset
intangible rights
IT equipment
Other machinery and equipment
Translations of foreign currency items
Depreciation method and period
5 years straight line
2 years straight line
5 years straight line
Balance sheet items denominated in foreign currency are translated into functional currency using the
exchange rates of the balance sheet date. income statement items are translated applying the exchange
rates prevailing at the date of the transaction.
Comparability of the reported financial year and the previous year
the reported financial year and the previous year were both calendar years and are thus comparable. the
Company has been actively restructuring its business, which has required various ownership and financial
arrangements. the transactions have had significant non-recurring effects on the Company’s income
statement, balance sheet and financial position, which make comparison of financial statements and
estimating the future more difficult.
143
Parent Company’s Financial Statements (FAS)
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
2.2 Notes to the income statement
1. Revenue
EUR '000
By business line:
Services
Other revenue
Total
By geography:
Finland
eu countries
Other countries
Total
2. Other operating income
EUR '000
Gain on disposal of property, plant and equipment
Other income
Total
3. Depreciation, amortisation and impairment
EUR '000
Depreciation and amortisation according to plan
intangible rights
Machinery and equipment
Total
4. Other operating expenses
EUR '000
Voluntary employee benefits
Premise expenses
Machinery and equipment expenses
Travelling expenses
Representation expenses
Marketing expenses
144
2014
2013
150
0
150
3
68
79
150
2014
0
46
46
347
0
347
3
152
192
347
2013
0
250
250
2014
2013
-2
-9
-11
2014
-3
-105
-84
-54
-15
0
-22
-12
-33
2013
-21
-116
-153
-104
-4
-15
Administration expenses
Other operating expenses
Total
5. Financial income and expense
EUR '000
Other financial income
From Group companies
From others
Other financial expense
To Group companies
To others
Total
6. Income taxes
EUR '000
Profit for the period
Adjustments for tax calculation
Taxable income
Tax advances paid
tax deferral based on taxable income
Income tax of the period
Tax loss carryforward used
Net income taxes
income tax receivable
income tax payable
AFA RAK GRouP A nnuAl RePoRt 2014
-840
-454
-1,554
-913
-233
-1,557
2014
2013
1,877
159
-56
-206
1,774
2014
-195
41
-154
-35
35
0
0
0
35
0
2,669
272
-60
-270
2,612
2013
112
53
165
-43
40
-2
0
-2
2
0
145
Parent Company’s Financial Statements (FAS) AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
2.3 Notes to assets
7. Fixed assets
EUR '000
Intangible rights
Acquisition cost 1.1.
Acquisition cost 31.12.
Accumulated depreciation 1.1.
Depreciation for the period
Accumulated depreciation 31.12.
Book value 31.12.
Machinery and equipment
Acquisition cost 1.1.
Additions
Acquisition cost 31.12.
Accumulated depreciation 1.1.
Depreciation for the period
Impairment for the period
Accumulated depreciation 31.12.
Book value 31.12.
Other tangible assets
Acquisition cost 1.1.
Acquisition cost 31.12.
Accumulated depreciation 1.1.
Accumulated depreciation 31.12.
Book value 31.12.
146
2014
2013
245
245
243
2
245
0
283
0
283
248
9
0
258
25
2
2
2
2
0
245
245
222
22
243
2
283
0
283
237
12
0
248
35
2
2
2
2
0
AFA RAK GRouP A nnuAl RePoRt 2014
8. Investments
Acquisition cost 1.1.2014
Additions
Acquisition cost
31.12.2014
Accumulated depreciation
and impairment 1.1.2014
Impairment
Accumulated depreciation
and impairment
31.12.2014
Shares
in Group companies
234,974
51,005
285,979
Shares
in associated
companies
8,153
Receivables
from Group
companies
Total
19,618
262,745
8,153
19,618
51,005
313,750
-70,048
-8,153
-11,603
-89,804
0
-70,048
-8,153
-11,603
-89,804
0
Book value 31.12.2014
215,931
0
8,015
223,946
147
Parent Company’s Financial Statements (FAS)
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Holdings in Group and other companies
Country of
incorporation
Group's ownership and
share of votes (%)
AfarakGroup Plc's direct
ownership and share of
votes (%)
Malta
Malta
South Africa
South Africa
Switzerland
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
Germany
Turkey
Finland
Turkey
South Africa
South Africa
Malta
Finland
Finland
Finland
Finland
Turkey
100.00
100.00
100.00
100.00
100.00
74.00
100.00
100.00
100.00
100.00
100.00
74.00
100.00
99.00
100.00
97.76
90.00
100.00
100.00
100.00
100.00
100.00
100.00
98.75
0.00
99.99
0.00
0.00
100.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
100.00
0.00
0.00
100.00
98.75
Country of
incorporation
Group's ownership and
share of votes (%)
AfarakGroup Plc's direct
ownership and share of
votes (%)
united Kingdom
united Kingdom
South Africa
South Africa
South Africa
Zimbabwe
51.00
51.00
37.74
41.05
44.24
51.00
0.00
0.00
0.00
0.00
0.00
0.00
Name
Afarak Holdins Ltd
Afarak Investments Ltd
Afarak Mining (Pty) Ltd
Afarak South Africa (Pty) Ltd
Afarak Suisse SA
Auburn Avenue trading 88 (Pty) ltd
Destiny Spring Investments 4 (Pty) Ltd
Destiny Spring Investments 11 (Pty) Ltd
Destiny Spring Investments 12 (Pty) Ltd
Dezzo trading 184 (Pty) ltd **
Didox (Pty) Ltd **
Duoflex (Pty) ltd
elektrowerk Weisweiler GmbH
Intermetal Madencilik ve Ticaret A.S.
lP Kunnanharju oy
Metal ve Maden ic ve Dis Pazarlama tic
Ltd, Sti
Mogale Alloys (Pty) Ltd
PGR17 Investments (Pty) Ltd **
RCS Ltd
Rekylator Oy
Rekylator Invest Oy
Rekylator Wood Oy
Rekylator Yhtiöt Oy
türk Maadin Sirketi A.S.
Joint ventures
Name
Synergy Africa Ltd
Chromex Mining Ltd
Chromex Mining Company (Pty) Ltd
Ilitha Mining (Pty) Ltd
Mkhombi Stellite (Pty) ltd
Waylox Mining (Pvt) Ltd **
148
AFA RAK GRouP A nnuAl RePoRt 2014
Associated companies
Name
Country of
incorporation
Group's ownership and
share of votes (%)
AfarakGroup Plc's direct
ownership and share of
votes (%)
Special Super Alloys SSA Inc.
united States
Incap Furniture Oy
Valtimo Components Oyj *
Finland
Finland
20.00
24.06
24.90
0.00
12.45
24.90
* Afarak’s ownership can increase to 39.23% if the shares sold earlier, held as pledge, are not paid in cash
to Afarak.
** Dezzo trading 184 (Pty) ltd, Didox (Pty) ltd, PGR 17 investments (Pty) ltd, Waylox Mining (Pty) ltd and
Afarak Suisse SA are expected to be struck off in 2015.
Afarak energy (Pty ltd and Green Coal (Pty) ltd were deregistered as at 31 December 2014.
149
Parent Company’s Financial Statements (FAS) AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
9. Receivables
EUR ‘000
Non-current
loan and other receivables
interest receivables
Total
Current
loan receivables
trade receivables
interest receivables
Prepayments and accrued income
Total
Other interest-bearing receivables
Non-current
Receivables from disposals of Group companies
Total
Current
loan receivables
VAt receivable
Total
Other interest-free receivables
Non-current
Other prepaid expenses and accrued income
Total
Current
trade receivables
Receivables from associated companies
other receivables
Total
Prepaid expenses and accrued income
income tax receivable
Accrued interest income
Other prepaid expenses and accrued income
Total
150
2014
2013
55,261
0
55,261
5,575
1,218
34
0
6,828
0
0
34
10
43
128
128
1
988
27
1,016
35
1
95
131
76,764
34,278
111,042
10
1,248
36
33
1,326
0
0
43
10
53
128
128
27
899
27
953
2
7
214
224
AFA RAK GRouP A nnuAl RePoRt 2014
2014
2013
23,642
23,642
23,642
23,642
25,223
25,223
25,223
25,223
2.4 Notes to equity and liabilities
10. Shareholders’ equity
EUR '000
Share capital
Share capital 1.1.
Share capital 31.12.
Share premium reserve
Share premium reserve 1.1.
Share premium reserve 31.12.
Paid-up unrestricted equity reserve
Paid-up unrestricted equity reserve 1.1.
249,101
251,542
Rights Issue
Capital redemption to the shareholders
Purchase of own shares
Share-based payments
5,583
-4,884
0
0
0
-2441
0
0
Paid-up unrestricted equity reserve 31.12.
249,800
249,101
Retained earnings
Retained earnings 1.1.
Profit for the previous financial year
Retained earnings 31.12.
-13,756
112
-13,644
41,263
-55,018
-13,756
Profit for the financial year
-195
112
Total shareholders' equity
284,827
284,322
Distributable funds
Retained earnings 1.1.
Profit for the financial year
Retained earnings 31.12.
Paid-up unrestricted equity reserve
Distributable funds 31.12.
-13,644
-195
-13,839
249,800
235,962
-13,756
112
-13,644
249,101
235,457
151
Parent Company’s Financial Statements (FAS)
AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
11. Liabilities
EUR ’000
Non-current liabilities
Non-current interest bearing debt
Loans from Group companies
Total
Non-current interest-free debt
Loans from associated companies
earn-out purchase consideration liabilities
Total
Current liabilities
Current interest bearing debt
other debt to Group companies
Total
Current interest-free debt
Accounts payable
Payables to Group companies
other debt
other debt to Group companies
Accrued expenses and deferred income
Total
Option rights
2014
2013
1,248
1,248
5
0
5
50
50
36
833
24
16
560
1,468
1,614
1,614
5
0
5
50
50
156
211
24
197
272
861
the Company’s option schemes are presented in the notes to the consolidated financial statements. the
Company has option schemes i/2005 (maximum 2,700,000 shares), i/2008 (maximum 2,900,000 shares,
all options granted to the Group’s previous Ceo) and i/2011 (maximum 6,900,000 shares).
2.5 Pledges and contingent liabilities
EUR million
Commitments on behalf of subsidiaries
Guarantees
Commitments on behalf of others
Guarantees
other own contingent liabilities
leasing amd rent liability
Commitments and contingent liabilities total
152
2014
10.7
1.3
0.2
12.2
2013
9.4
1.3
0.3
11.0
AFA RAK GRouP A nnuAl RePoRt 2014
Pension liabilities
the Company’s pension liabilities are directly in accordance with the statutory tyel-system.
2.6 Other notes
Related party loans
the Company has short-term loan receivables from the members and past members of the Board amounting
to euR 102 (217) thousand.
Information on the personnel
Personnel, annual average (all
employees)
Employees
Management remuneration
Chief executive officer
Board members
2014
3
234
216
2013
3
240
2,088
the annual basic salary of the Ceo is euR 240,000 and he is not entitled to any bonus plans, share-based
incentives or severance pay in addition to the salary for the notice period.
Information on shares and shareholders
Changes in the number of shares and share capital
on 31 December 2014, the registered number of Afarak Group Plc shares was 259,562,434 (248,432,000)
and the share capital was euR 23,642,049.60 (23,642,049.60).
on 31 December 2014, the Company had 4,244,717 (4,244,717) own shares in treasury, which was equivalent
to 1.64% (1.71%) of the issued share capital. The total amount of shares outstanding, excluding the treasury
shares held by the Company on 31 December 2014, was 255,317,717 (244,187,283).
on 10 July 2014, Afarak announced that it had resolved to offer 11,130,434 new ordinary shares in the
Company (“new Shares”) to the vendors of Mogale Alloys (a subsidiary of Afarak acquired in May 2009) under
the settlement agreement announced on 11 october 2012. the new Shares represented approximately
4.48 per cent of the issued share capital and approximately 4.56 per cent of the total voting rights of the
Company prior to the share issue. on 18 July 2014, Afarak announced that all of the new Shares had been
subscribed for and that the total subscription price of euR 5,565,217 (euR 0.5 per share) was fully satisfied
through offset against the settlement receivables of the vendors related to the Mogale Alloys acquisition.
A maximum of 3,478,261 shares remain to be offered under the agreed settlement. the new Shares were
registered with the Finnish Trade Register on 24 July 2014 and admitted to the premium segment of the
official list and to trading on the Main Market of the london Stock exchange and nASDAQ Helsinki on 25
July 2014.
More information on shares, share capital and shareholders have been presented in the notes to the
consolidated financial statements.
Information obligated to a Group company
the Company is the Group’s parent company.
153
Parent Company’s Financial Statements (FAS) AFA RAK GRouP Ann uAl RePoRt 2 0 1 4
Afarak Group Plc, domicile Helsinki (address: Kasarmikatu 36, 00130 Helsinki)
Board members’ and Chief Executive Officer’s ownership
Afarak Group Plc’s Board members and Chief executive officer owned in total 78,078,926 (78,078,926)
Afarak Group Plc shares on 31 December 2014 when including shares owned either directly, through persons
closely associated with them or through controlled companies. This corresponds to 30.1% (31.4%) of all
outstanding shares that were registered in the trade Register on 31 December 2014.
31.12.2014
Board and CEO total:
Danko Koncar
Jelena Manojlovic
Bernice Smart
Executive Director, CEO
Chairman
Non-Executive Director
Markku Kankaala
Non-Executive Director
Michael Lillja
Alfredo Parodi
Board and CEO total
All shares outstanding
Proportion of all shares
Executive Director
Non-Executive Director
shares
options
70,815,639
150,000
0
7,090,616
71
22,600
78,078,926
259,562,434
30.1 %
0
0
0
0
200,000
0
200,000
259,562,434
0.0 %
on 31 December 2013 the total number of registered shares was 248,432,000 and the Board and Ceo’s
ownership corresponded to 31.4% of the total number of registered shares.
EUR ‘000
Auditor’s fees
Ernst & Young Oy
audit
other services
Total
2014
2013
277
20
297
258
11
269
Board’s dividend proposal
the Board of Directors proposes to the Annual General Meeting which will be held on 8 May 2015 that no
dividend would be distributed but that a capital redemption of euR 0.02 per share would be paid out of the
paid-up unrestricted equity fund.
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AFA RAK GRouP A nnuAl RePoRt 2014
3. SIGNATURES TO THE BOARD OF DIRECTORS REPORT AND THE
FINaNCIaL STaTEMENTS
Helsinki 28 March 2014
Jelena Manojlovic
Chairman
Danko Koncar
Member of the Board, Chief executive officer
Markku Kankaala
Member of the Board
Michael lillja
Member of the Board
Alfredo Parodi
Member of the Board
Bernice Smart
Member of the Board
THE AUDITOR’S NOTE
our auditor’s report has been issued today.
Helsinki 28 March 2014
Ernst & Young Oy
Erkka Talvinko
Authorised Public Accountant
155
Parent Company’s Financial Statements (FAS)
AF AR AK GRouP AnnuAl RePoRt 2 0 1 4
4. Auditor’s report
To the Annual General Meeting of Afarak Group Plc
We have audited the accounting records, the financial statements, the report of the Board of Directors, and
the administration of Afarak Group Plc for the financial period 1.1. - 31.12.2014. the financial statements
comprise the consolidated statement of financial position, income statement, statement of comprehensive
income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial
statements, as well as the parent company’s balance sheet, income statement, cash flow statement and
notes to the financial statements.
Responsibility of the Board of Directors and the Managing Director
the Board of Directors and the Managing Director are responsible for the preparation of consolidated
financial statements that give a true and fair view in accordance with international Financial Reporting
Standards (iFRS) as adopted by the eu, as well as for the preparation of financial statements and the report
of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing
the preparation of the financial statements and the report of the Board of Directors in Finland. the Board
of Directors is responsible for the appropriate arrangement of the control of the company’s accounts and
finances, and the Managing Director shall see to it that the accounts of the company are in compliance with
the law and that its financial affairs have been arranged in a reliable manner.
Auditor’s Responsibility
our responsibility is to express an opinion on the financial statements, on the consolidated financial
statements and on the report of the Board of Directors based on our audit. the Auditing Act requires that
we comply with the requirements of professional ethics. We conducted our audit in accordance with good
auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the report of the Board of Directors are free
from material misstatement, and whether the members of the Board of Directors of the parent company or
the Managing Director are guilty of an act or negligence which may result in liability in damages towards the
company or have violated the limited liability Companies Act or the articles of association of the company.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements and the report of the Board of Directors. the procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement, whether due to fraud
or error. in making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation of financial statements and report of the Board of Directors that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements and the report of
the Board of Directors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
156
AFA RAK GRouP An nuAl RePoRt 2014
Opinion on the consolidated financial statements
in our opinion, the consolidated financial statements give a true and fair view of the financial position,
financial performance, and cash flows of the group in accordance with international Financial Reporting
Standards (iFRS) as adopted by the eu.
Opinion on the company’s financial statements and the report of the Board of Directors
in our opinion, the financial statements and the report of the Board of Directors give a true and fair view of
both the consolidated and the parent company’s financial performance and financial position in accordance
with the laws and regulations governing the preparation of the financial statements and the report of the
Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the
information in the financial statements.
Helsinki, March 27, 2015
Ernst & Young Oy
Authorized Public Accountant Firm
Erkka Talvinko
Authorized Public Accountant
157
Parent Company’s Financial Statements (FAS)