Company registration No 04095614 (England & Wales)
IRONVELD PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2015
CONTENTS
Directors
Advisors
Chairman's Statement - Strategic Report
Directors' Report
Corporate Governance Statement
Directors' Remuneration Report
Statement of Directors' Responsibilities
Independent Auditors' Report
Consolidated Income Statement
Consolidated Statement Of Comprehensive Income
Consolidated Balance Sheet
Parent Company Balance Sheet
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Cash Flow Statement
Company Cash Flow Statement
1
2
3 - 4
5 -7
8- 9
10 - 11
12
13 -14
15
16
17
18
19
20
21
22
Notes to the Accounts
23- 50
YEAR ENDED
30 JUNE
2015
DIRECTORS
Giles Clarke - Chairman
Giles Clarke is Chairman of the England and Wales Cricket Board, Westleigh Investments Holdings Limited, Amerisur
Resources plc, Kennedy Ventures Plc and of several private organisations. He founded Majestic Wine in 1981 and
built it into a national chain of wine warehouses. He also co-founded Pet City in 1990, which he expanded nationwide
before it was listed and subsequently sold in 1996 for £150 million and co-founded Safestore which was sold in 2003
for £40 million.
Peter Cox - Chief Executive
Peter Cox started his career in the mining industry 37 years ago as a learner surveyor. After studying mining
engineering as a JCI bursar, he worked for that company in various positions at gold and platinum mines, ending as a
senior section manager. In 1987, he joined a privately owned mining and exploration company, Severin Southern
Sphere Mining, as consulting engineer and general manager. Since mid-1991 he has been the managing director of
Goldline Global Consulting (Pty) Ltd, an engineering consulting company which serves the mining industry worldwide.
He holds a Mine Surveyor's and a Mine Manager's Certificate of Competency. He has a number of achievements to
his name, including being the youngest certificated surveyor in South African mining history and designing the
country's narrow reef opencast mining method.
Vred von Ketelhodt – Chief Financial Officer
Vred has over 20 years experience in the global metals and mining sector working as both a Mining Engineer and
Corporate Finance professional. Vred has extensive corporate and project finance experience and has negotiated the
provision of significant project debt and acquisition finance facilities for metals and mining ventures globally. He has
also worked for a number of years in the investment banking sector managing venture capital and private equity
investment funds. He gained early career experience in the metals and mining sector as a mining engineer with
responsibility for mining operations and metal production leading production teams in the South Africa mining sector.
Vred is a South African citizen, holds a BSc Eng degree and has an MBA from Heriot-Watt, Edinburgh, Scotland.
Nicholas Harrison - Non-Executive Director
Nicholas Harrison qualified as an accountant with Arthur Andersen and subsequently held a number of senior
positions with other professional services organisations. He was Finance Director of Pet City and has held finance
director and chief executive positions in a number of private businesses. He is a director of Amerisur Resources plc,
Kennedy Ventures Plc and a number of private organisations.
Rupert Fraser - Non-Executive Director
Rupert Fraser has over 20 years of experience in the investment banking industry. Rupert Fraser is a Senior Partner
of Kildare partners. Previously he was head of Equities at Evolution Securities from 2009 to 2011, prior to which he
spent 16 years at Dresdner Kleinwort, where in 2005 he was appointed Managing Director, Global Head of Equity
Distribution. He is a founding partner of Kildare Partners.
IRONVELD PLC
1
ADVISORS
Company secretary
Kirsti Jane Pinnell
YEAR ENDED
30 JUNE
2015
Company number
Registered office
Nominated Adviser
Broker
Auditors
Bankers
Solicitors
Registrar
04095614 (England and Wales)
Lakeside
Fountain Lane
St. Mellons
Cardiff CF3 0FB
Shore Capital and Corporate Limited
Bond Street House
14 Clifford Street
London W1S 4JU
Shore Capital Stockbrokers Limited
Bond Street House
14 Clifford Street
London W1S 4JU
UHY Hacker Young Manchester LLP
St James Building
79 Oxford Street
Manchester M1 6HT
HSBC
97 Bute Street
Cardiff CF10 5NA
Investec Bank Plc
2 Gresham Street
London EC2V 7QP
Kuit Steinart Levy LLP
3 St Mary's Parsonage
Manchester M3 2RD
Capita IRG Plc
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0LA
IRONVELD PLC
2
YEAR ENDED
30 JUNE
2015
CHAIRMAN'S STATEMENT - STRATEGIC REPORT
Over the last twelve months we have made strong operational and financial progress towards commencing
construction of the 15MW smelter, which will be cash flow positive from the start, and beginning production of
High Purity Iron and Vanadium and Titanium slag by-products in 2016, all of which are important products with
strong market demand.
A number of significant milestones were achieved in the period, financially de-risking the project further. In
September of 2014 the Company had its 12I Tax Allowance Incentive application approved by the Republic of
South Africa's Department of Trade and Industry (“DTI”) for the project which has been classified as a
Greenfield Project with Qualifying Status from September 2014 until 30 September 2018, with the incentive
value of the scheme is estimated to be R 54.6 million (approximately GBP 3.1 million).
In February the Company had its CIP grant application for the project approved by the DTI. The CIP is a cost-
sharing grant of 30% of the total infrastructure development costs up to a maximum of R. 13,276,500
(approximately GBP 740,000) and relates to the development of external road infrastructure, bulk electricity
infrastructure and bulk water, including the design, engineering and associated preparatory activities required
ahead of construction. Design of the electrical infrastructure was completed post period end, ahead of schedule
and below budget while the necessary applications for the lease of land and water have been submitted.
The Company achieved two successful placings, raising £750,000, through the issue of 10,714,286 placing
shares at a price of 7.0p each in November 2014 and £1.5m, through the placing of 23,076,920 new ordinary
shares of 1p each at a price of 6.5p in June 2015. The proceeds of the placings were used towards progressing
due diligence with both the debt funders who could provide a significant portion of the project’s funding and
potential Broad-Based Black Economic Empowerment ("BBBEE") partner funders. Post period end our BBBEE
partners received an indicative term sheet from the IDC for the BBBEE’s full capital contribution to the project.
As per the BBBEE’s Code of Good Practice and the Mining Charter, its shareholding amounts to 26% in the
smelting project.
Operationally we continue to make positive progress towards production, with the approval of the 15 MW
smelter EIA by the Limpopo Department of Economic Development, Environment and Tourism received. The
award of the mining right for the mining of iron ore, vanadium and heavy minerals over the farms Cracouw 391
LR, Aurora 397 and Harriets Wish 393 LR was a huge achievement for the team. Upon execution of the right,
the Company is required to commence mining within 120 days. In addition the Company has applied for the
mining right on farms Nonnewerth, LaPucella and Altona for the mining of iron ore by Pan Palladium. A decision
by the Department of Mineral Resources on the Mining Right Application is expected late in 2015.
Planning is at an advanced stage on the ground with draft construction contracts in circulation and requests for
quotes for mining operations. Contracts are currently the subject of due diligence by the senior debt providers
and will be concluded upon completion of the due diligence.
Offtake negotiations with potential partners for all three products remain ongoing and we are encouraged by the
high levels of interest. Market demand for our products remains robust, particularly given its multiple industrial
uses. We are confident that our projected annual output of 42,000 tonnes of HPI, 415 tonnes of vanadium in
slag grading 36% V and 8,269 tonnes of titanium in slag grading 65% TiO2 per annum will fill an important gap
in the market.
IRONVELD PLC
3
YEAR ENDED
30 JUNE
2015
CHAIRMAN'S STATEMENT - STRATEGIC REPORT (continued)
HPI, vanadium and titanium are important products with strong market demand and extensive industrial uses.
HPI is generally sold as a powder and used to manufacture sintered components, soft magnetic components,
brazing, surface coatings, friction, printing and welding products, as well as chemistry and polymer filtrations.
Vanadium while predominately used in the steel industry has extensive applications in the grid energy storage
market where vanadium redox flow battery systems are coming onto the market. Titanium which is used in the
pigment industry as well as in the steel and alloying industries is a key part of a new battery technology.
The company has continued its Keep a Girl Child in School programme and has partnered with the Imbumva
Foundation and the Nelson Mandela Foundation to provide hygiene support to 605 female students at schools
in the project area. The company has received supporting letters from both parents and girls as to the impact
the project has made on their lives. In the coming year the company intends to start a programme for male
students encouraging academic and sporting achievement.
Financial
The group recorded a loss before tax of £0.9m (2014: £1m) and cash balances of £1.4m (2014: £0.7m) at the
end of the period. The Company does not plan to pay a dividend for the year ended 30 June 2015.
Management
Post period end, we were delighted to strengthen the management team and welcome Mr Vred von Ketelhodt
as CFO and Mr Thamaga Mphahlele as CEO designate to Ironveld Smelting (Pty) Ltd, a subsidiary of Ironveld
plc, responsible for managing operations and the team during the development of the project. Mr von Ketelhodt
has a 25 year career in the mining industry with significant management, financial and project management
expertise and has been providing consultancy services to the Company since February 2013. Thamaga is a
registered professional electrical engineer, most recently at Eskom SOC in a variety of technical engineering
roles.
During the period under review Mr Terry McConnachie resigned as a director of the Company. We would like to
thank Terry for his commitment to Ironveld and we wish him all the best for the future.
Outlook
We are currently fully engaged with debt providers and upon financial close will immediately commence
construction of the 15MW Smelter. Final preparations including construction contracts for the smelter, ancillary
equipment and power and water are all in hand. We continue to make excellent headway both on the ground
and with our funding requirements.
The Board is confident that the project will generate significant cash flow and we would like to thank all of our
shareholders for their support as we enter a transformational period for the Company. We look forward to
updating shareholders in the near future.
Giles Clarke
Chairman
18 November 2015
IRONVELD PLC
4
DIRECTORS' REPORT
The Directors present their annual report, together with the audited financial statements for the year ended 30 June
2015. The Corporate Governance Statement set out on pages 8 and 9 forms part of this report.
Principal activity
The principal activity of the Group for the period continued to be mining, exploration, processing and smelting of
Vanadiferous and Titaniferous Magnite in South Africa. The principal activity of the Company for the period was that
of a holding company.
YEAR ENDED
30 JUNE
2015
Dividends
The Directors do not propose the payment of a dividend for the period.
Directors and their interests
The Directors, who served during the period were as follows:-
G Clarke
N Harrison
T McConnachie
P Cox
R Fraser
V von Ketelhodt
(resigned 19 March 2015)
(appointed 7 July 2015)
The beneficial and other interests of the Directors at the period end and their families in the shares of the Company
and its subsidiary undertakings were as follows:
G Clarke
N Harrison
P Cox
R Fraser
30 June 2015
1p ordinary
shares
Number
16,752,151
11,973,633
259,161
500,052
30 June 2014
1p ordinary
shares
Number
15,927,099
11,023,581
259,161
-
Mr G Clarke and Mr N Harrison's interests in 9,173,581 (2014 - 9,023,581) shares are through their shareholding in
Westleigh Investments Holdings Limited.
On 9 July 2015 N Harrison and G Clarke were each issued a further 346,687 ordinary 1p shares.
Details of Directors' interest in share options are provided in the Directors' remuneration report on page 10 and 11.
Mr G Clarke and Mr N Harrison have an interest in 8,399,966 (2014 - 8,399,966) shares through share warrants held
by Westleigh Investments Holdings Limited.
IRONVELD PLC
5
DIRECTORS' REPORT (continued)
Political contributions and charitable donations
The Group made no political contributions during this or the preceding period.
Substantial shareholdings
As at 21 September 2015 the Company had been notified of the following holdings of 3% or more of its issued share
capital other than the Directors' direct holdings on page 5:
YEAR ENDED
30 JUNE
2015
Number of
ord shares
Percentage
HSBC Global Custody Nominee (UK)
44,597,645
13.9%
Rene Nominees (IoM) Limited
39,810,142
12.4%
Chase Nominees Limited
24,400,734
7.6%
Hargreaves Lansdown (Nominees)
23,321,116
7.2%
Fiske Nominees Limited
21,288,216
6.6%
GHC Nominees Limited
Barclayshare Nominees Limited
HSDL Nominees Limited
TD Direct Investing Nominees
Going concern
16,771,388
13,432,488
12,772,001
10,293,227
5.2%
4.2%
4.0%
3.2%
The Group's present resources and existing facilities, are only considered adequate to meet committed overhead
expenditure for the foreseeable future. The Directors are presently fully engaged with debt providers to raise the
further funds which will allow them to commit to the next phase of the project and the Directors are confident that
sufficient funds can be raised for this additional planned activity.
The Directors therefore have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future, being twelve months from the date of the approval of the financial
statements and are also optimistic that the Group will be able to raise further funds when required for any additional
planned activities. The company is committed to developing the project and is actively engaged in raising finance to
allow the development to proceed. For this reason, the Board continues to adopt the going concern basis in the
preparation of the financial statements.
IRONVELD PLC
6
YEAR ENDED
30 JUNE
2015
DIRECTORS' REPORT (continued)
Directors' indemnities
The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were in place
during the period and remain in force at the date of this report.
Statement of disclosure to auditors
Each of the persons who is a Director at the date of approval of this annual report confirms that:
•
•
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are
unaware; and
the Director has taken all the steps that he ought to have taken as a director in order to make himself aware of
the relevant audit information and to establish that the Company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act
2006.
This report was approved by the Board on 18 November 2015 and signed on its behalf by:
K J Pinnell
Company secretary
IRONVELD PLC
7
YEAR ENDED
30 JUNE
2015
CORPORATE GOVERNANCE STATEMENT
Code of best practice
The Board acknowledges the importance of the UK Corporate Governance Code ("the Code") and has reviewed the
Group's consistency with the provisions of the Code as appended to the Listing Rules of the Financial Conduct
Authority. This statement explains how the Group has voluntarily applied principles of the Code and confirms that it
has consistently complied with these throughout the period.
The Board of Directors
The Group is controlled and led by the Board of Directors with an established schedule of matters reserved for their
specific approval. The Board meets regularly throughout the year and is responsible for the overall Group strategy,
acquisition and divestment policy, approval of major capital expenditure and consideration of significant financial
matters. It reviews the strategic direction of the Company and its individual subsidiaries, their annual budgets, their
progress towards achievement of these budgets and their capital expenditure programmes.
The function of the Chairman is to supervise the Board and to ensure its effective control of the business, and that of
the Chief Executive is to manage the Group on the Board's behalf.
All Board members have access, at all times, to sufficient information about the business, to enable them to fully
discharge their duties. Also, procedures exist covering the circumstances under which the Directors may need to
obtain independent professional advice.
The Board has established the following committees to fulfil specific functions:
The Audit Committee comprises Giles Clarke, Nicholas Harrison and Rupert Fraser, it has been established to
determine the terms of engagement of the group's auditors and will determine, in consultation with the auditors, the
scope of the audit. The Audit Committee will receive and review reports from management and the group's auditors
relating to the interim and annual accounts and the accounting and internal control systems in use throughout the
group. The Audit Committee will have unrestricted access to the group's auditors and internal control procedures.
Due to the nature and size of the Group at present it would not be appropriate for the Group to have its own internal
audit department reporting directly to the Audit Committee, this situation is reviewed annually.
The Remuneration Committee comprises Giles Clarke, Nicholas Harrison and Rupert Fraser, it has been established
to review the scale and structure of the executive directors' and senior employees' remuneration and the terms of
their respective service or employment contracts, including share option schemes and other bonus arrangements.
The remuneration and terms and conditions of the non-executive directors of the Company will be set by the Board.
The Nomination Committee comprises Giles Clarke, Nicholas Harrison and Rupert Fraser, it has been established to
review the structure, size and composition (including the skills, knowledge and experience) required of the Board
compared to its current position and make recommendations to the Board with regard to any changes.
Status of Non-executive directors
None of the Non-Executive Directors would be deemed independent under the UK Corporate Governance Code.
However, the Non-Executive Directors have considerable experience which the Company draws upon on a regular
basis. In addition, the Non-Executive Directors are sufficiently independent of management so as to be able to
exercise independent judgment and bring an objective viewpoint and, thereby, protect and promote the interest of
shareholders.
IRONVELD PLC
8
YEAR ENDED
30 JUNE
2015
CORPORATE GOVERNANCE STATEMENT (continued)
Internal control
The Board is responsible for ensuring that the Group maintains adequate internal control over the business and its
assets.
The effectiveness of the Group's system of internal financial controls, for the period to 30 June 2015 and for the
period to the date of approval of the financial statements, has been reviewed by the Directors. Whilst they are aware
that although no system can provide for absolute assurance against material misstatement or loss, they are satisfied
that effective controls are in place.
On the wider aspects of internal control, relating to operational and compliance controls and risk management, the
Board, in setting the control environment, identifies, reviews, and regularly reports on the key areas of business risk
facing the Group.
The Group Board and subsidiary Boards maintain close day to day involvement in all of the Group's activities which
enables control to be achieved and maintained. This includes the comprehensive review of both management and
technical reports, the monitoring of interest rates, environmental considerations, government and fiscal policy issues,
employment and information technology requirements and cash control procedures. In this way, the key risk areas
can be monitored effectively and specialist expertise applied in a timely and productive manner.
Relations with shareholders
The Company maintains effective contact with its principal shareholders and welcomes communications from its
private investors.
IRONVELD PLC
9
YEAR ENDED
30 JUNE
2015
DIRECTORS' REMUNERATION REPORT
Compliance
This report by the Remuneration Committee, on behalf of the Board, contains full details of the remuneration of each
Director during the period under review.
Directors' remuneration policy
The Remuneration Committee aims to ensure that the remuneration packages offered are competitive and are
designed to attract, retain and motivate executives of the right calibre.
Emoluments of the Directors
G Clarke**
N Harrison*
T McConnachie****
R Fraser *
P Cox***
Fees/Salary
£000
Benefits
in kind
£000
45
45
32
45
140
307
-
-
-
-
-
-
2015
Total
£000
45
45
32
45
140
307
2014
Total
£000
45
45
45
45
173
353
* Member of the Remuneration Committee
** Member and Chairman of the Remuneration Committee
*** Highest-paid Director during the year
**** Resigned 19 March 2015
Pensions
No pension contributions were made during the year (2014 - £Nil).The Non-Executive Directors' appointments are not
pensionable.
Details of the individual share options held by the Directors as at 30 June 2015, are as follows:
Date of
Grant
Expiry
date
1 July
2014
(Exercised)/
Granted
30 June
2015
Option
Director
P Cox
G Clarke
N Harrison
P Cox
R Fraser
G Clarke
P Cox
N Harrison
price (p)
LTIP - 1p
LTIP - 1p
LTIP - 1p
LTIP - 1p
LTIP - 1p
LTIP - 1p
LTIP - 1p
16/08/2012
16/08/2012
16/08/2012
14/11/2012
16/04/2013
07/11/2013
07/11/2013
16/08/2022
16/08/2022
16/08/2022
14/11/2022
16/04/2023
07/11/2023
07/11/2023
1,427,894
1,427,894
1,427,894
6,663,505
1,000,000
600,000
600,000
LTIP - 1p
07/11/2013
07/11/2023
600,000
-
-
-
-
-
-
-
-
1,427,894
1,427,894
1,427,894
6,663,505
1,000,000
600,000
600,000
600,000
IRONVELD PLC
10
YEAR ENDED
30 JUNE
2015
DIRECTORS' REMUNERATION REPORT (continued)
Directors' share options (continued)
The share options are exercisable as follows:-
1/3 on the first anniversary of grant.
1/3 on the second anniversary of grant.
1/3 on the third anniversary of grant.
The market price of the Company's shares at 30 June 2015 was 5.63p with a range of 4.5p to 11.5p during the year.
There were no movements in the Directors' share options during the year or after the year end.
G Clarke
Chairman of the Remuneration Committee
IRONVELD PLC
11
YEAR ENDED
30 JUNE
2015
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable laws and regulations.
Company law requires the Directors to prepare such financial statements for each financial period. Under that law the
Directors are required to prepare group financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union and have also chosen to prepare the parent company financial
statements under IFRSs as adopted by the European Union. Under Company law the Directors must not approve the
accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the
profit or loss of the Company for that period. In preparing these financial statements, International Accounting
Standard 1 requires that directors:
-
-
-
-
properly select and apply accounting polices;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable
users to understand the impact of particular transactions, other events and conditions on the entity's financial
position and financial performance; and
make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors' responsibility statement
We confirm that to the best of our knowledge:
1. the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by
the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the
company and the undertakings included in the consolidation taken as a whole; and
2. the strategic report includes a fair review of the development and performance of the business and the position of
the company and the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
3. the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the company's performance, business model and strategy.
On behalf of the Board
P Cox
Director
18 November 2015
IRONVELD PLC
12
INDEPENDENT AUDITORS' REPORT
YEAR ENDED
30 JUNE
2015
Registered Auditor
UHY Hacker Young Manchester LLP
St. James Building
79 Oxford Street
Manchester M1 6HT
To the members of Ironveld Plc
We have audited the financial statements of Ironveld Plc for the period ended 30 June 2015 which comprise the
Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and the
Parent Company Balance Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated and
Company Statements of Changes in Equity and the related notes 1 to 27. The financial reporting framework that has
been applied in their preparation is applicable law and International Financial Reporting Standards (“IFRSs”) as
adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
As explained more fully in the Statement of Directors Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is
to audit an express and opinion on the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent
company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the directors; and the overall presentation of the financial statements. In
addition, we read all the financial and non-financial information in the annual report to identify material inconsistences
with the audited financial statements and to identify any information that is apparently materially incorrect based on,
or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become
aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
IRONVELD PLC
13
INDEPENDENT AUDITORS' REPORT (continued)
YEAR ENDED
30 JUNE
2015
Opinion on the financial statements
In our opinion:
•
•
•
the financial statements give a true and fair view of the Group and the parent Company's affairs as at 30 June
2015 and of the Group's and the parent Company's loss for the year then ended;
the financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, the information given in the Director's Report for the financial period for which the financial statements
are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
•
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit
have not been received from branches not visited by us; or
the parent company financial statements to be audited are not in agreement, with the accounting records and
returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Michael Wasinski
Senior Statutory Auditor
for and on behalf of
UHY Hacker Young Manchester LLP
Chartered Accountants
Statutory Auditor
18 November 2015
IRONVELD PLC
14
CONSOLIDATED INCOME STATEMENT
YEAR ENDED
30 JUNE
2015
Note
2015
£000
2014
£000
Administrative expenses
Operating loss
Investment revenues
Finance costs
Loss before tax
Tax
Loss from continuing operations
Profit from discontinued operations
Loss for the period
Attributable to:
Owners of the company
Non-controlling interests
Loss per share
From continuing operations
- Basic
- Diluted
From continuing and
discontinued operations
- Basic
- Diluted
6
7
8
9
4
10
10
10
10
(520)
(520)
1
(74)
(593)
(288)
(881)
(660)
(660)
10
(100)
(750)
(409)
(1,159)
-
120
(881)
(1,039)
(828)
(53)
(881)
(930)
(109)
(1,039)
(0.28p)
(0.37p)
n/a
n/a
(0.28p)
(0.33p)
n/a
n/a
There is no difference between the results as disclosed above and the results on an historical cost basis.
IRONVELD PLC
15
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Loss for the period
Exchange difference on translation of foreign operation
YEAR ENDED
30 JUNE
2015
2015
£000
(881)
(555)
2014
£000
(1,039)
(2,294)
Total comprehensive income for the period
(1,436)
(3,333)
Attributable to:
Owners of the company
Non-controlling interests
(1,225)
(211)
(1,436)
(2,485)
(848)
(3,333)
IRONVELD PLC
16
CONSOLIDATED BALANCE SHEET
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Current assets
Trade and other receivables
Cash and bank balances
Note
12
13
14
16
Total assets
Current liabilities
Trade and other payables 17
Borrowings
Non-current liabilities
Borrowings
Deferred tax liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Equity attributable to owners of the company
Non-controlling interests
Total equity
18
18
19
21
22
22
22
26
YEAR ENDED
30 JUNE
2015
2015
£000
2014
£000
-
21,743
14
-
21,787
22
21,757
21,809
77
1,407
1,484
211
738
949
23,241
22,758
(185)
(234)
(1,149)
-
(1,334)
(234)
-
(6,058)
(1,465)
(6,069)
(6,058)
(7,534)
(7,392)
(7,768)
15,849
14,990
6,474
16,056
21
(9,750)
6,097
14,097
21
(8,635)
12,801
11,580
3,048
3,410
15,849
14,990
These financial statements were approved by the Board and authorised for issue on 18 November 2015.
Signed on behalf of the Board
P Cox
Director
Company Registration No: 04095614
IRONVELD PLC
17
PARENT COMPANY BALANCE SHEET
Note
Non-current assets
Investments
Current assets
Trade and other receivables
Cash and bank balances
Total assets
Current liabilities
Trade and other payables
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Total equity
(Attributable to owners of the Company)
15
16
17
21
22
22
22
YEAR ENDED
30 JUNE
2015
2015
£000
2014
£000
17,776
16,362
86
1,381
1,467
61
718
779
19,243
17,141
(169)
(169)
(172)
(172)
19,074
16,969
6,474
16,056
21
(3,477)
6,097
14,097
21
(3,246)
19,074
16,969
These financial statements were approved by the Board and authorised for issue on 18 November 2015
Signed on behalf of the Board
P Cox
Director
Company Registration No: 04095614
IRONVELD PLC
18
YEAR ENDED
30 JUNE
2015
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
Attributable to owners of the company Capital
£000
Share
Premium
£000
Other
Reserve
£000
Retained
Earnings
£000
Total
Equity
£000
Balance at 1 July 2013
6,080
14,097
21
(5,600)
14,598
Other comprehensive income
Issue of share capital
Credit to equity for equity-settled
share based payments
Loss for the period
-
17
-
-
-
-
-
-
-
-
-
-
(2,294)
-
(2,294)
17
189
(930)
189
(930)
Balance at 30 June 2014
6,097
14,097
21
(8,635)
11,580
Other comprehensive income
Issue of share capital
Changes in non-controlling interest
Credit to equity for equity-settled
share based payments
Loss for the year
-
377
-
-
-
-
1,959
-
-
-
-
-
-
-
-
(555)
-
47
221
(828)
(555)
2,336
47
221
(828)
Balance at 30 June 2015
6,474
16,056
21
(9,750)
12,801
Total equity
Balance at 1 July 2013
Other comprehensive income
Issue of share capital
Credit to equity for equity-settled
share based payments
Loss for the period
Balance at 30 June 2014
Other comprehensive income
Issue of share capital
Changes in non-controlling interest
Credit to equity for equity-settled
share based payments
Loss for the year
Owners of
the company
£000
Non-controlling
Interest
£000
Total
Equity
£000
14,598
(2,294)
17
189
(930)
11,580
(555)
2,336
47
221
(828)
4,258
18,856
(739)
-
-
(109)
(3,033)
17
189
(1,039)
3,410
14,990
(158)
-
(151)
-
(53)
(713)
2,336
(104)
221
(881)
Balance at 30 June 2015
12,801
3,048
15,849
IRONVELD PLC
19
YEAR ENDED
30 JUNE
2015
COMPANY STATEMENT OF CHANGES IN EQUITY
Attributable to the owners of the company
Share
Capital
£000
Share
Premium
£000
Other
Reserve
£000
Retained
Earnings
£000
Total
Equity
£000
Balance at 1 July 2013
6,080
14,097
21
(2,948)
17,250
Issue of share capital
Credit to equity for equity-settled
share based payments
Loss for the period
17
-
-
-
-
-
-
-
-
-
189
(487)
17
189
(487)
Balance at 30 June 2014
6,097
14,097
21
(2,948)
16,969
Credit to equity for equity-settled
share based payments
Issue of share capital
Loss for the year
-
377
-
-
1,959
-
-
-
-
221
-
(452)
221
2,336
(452)
Balance at 30 June 2015
6,474
16,056
21
(3,477)
19,074
IRONVELD PLC
20
CONSOLIDATED CASH FLOW STATEMENT
Note
Net cash used in operating activities
23
Investing activities
Purchases of property, plant and equipment
Purchase of exploration and evaluation assets
Interest received
Loan advanced
Net cash inflow on disposal of subsidiary (net of cash disposed)
Net cash used in investing activities
Financing activities
Proceeds on issue of equity (net of costs)
New loans received
Repayment of borrowings
YEAR ENDED
30 JUNE
2015
2015
£000
(286)
(1)
(840)
1
-
-
(840)
2,129
-
(333)
2014
£000
(639)
(25)
(1,416)
9
(43)
1,370
(105)
17
823
(79)
Net cash generated by financing activities
1,796
761
Net increase in cash and cash equivalents
670
17
Cash and cash equivalents at the beginning
of the period
Effects of foreign exchange rates
738
748
(1)
(27)
Cash and cash equivalents at end of period
23
1,407
738
IRONVELD PLC
21
COMPANY CASH FLOW STATEMENT
Note
Net cash from operating activities
23
Investing activities
Interest received
Net cash inflow on disposal of subsidiary
Payments to acquire investments
YEAR ENDED
30 JUNE
2015
2015
£000
(237)
2014
£000
(346)
1
-
(1,230)
7
1,451
(643)
Net cash generated by / (used in) investing activities
(1,229)
815
Financing activities
Proceeds on issue of equity (net of costs)
Net cash generated from financing activities
2,129
2,129
17
17
Net increase in cash and cash equivalents
663
486
Cash and cash equivalents at the
beginning of period
Cash and cash equivalents at end of period
23
718
1,381
232
718
IRONVELD PLC
22
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Ironveld Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the
registered office is given on page 2. The nature of the Group's operations and its principal activities are set out in note
3 and in the Strategic Report on pages 3 to 4.
Adoption of new and revised Standards
There were no new or amended IFRS standards or IFRIC interpretations adopted for the first time in these financial
statements that had a material impact on the financial statements.
At the date of authorisation of these financial statements, the following accounting standards and interpretations
which have not been applied in these financial statements were in issue but not yet effective:
IAS 19 (amended)
IFRS 14
IFRS 15
IFRS 11 (amended)
IAS 16 & 38 (amended)
IAS 16 and 41 (amended)
IFRS9
IAS 27 (amended)
IFRS 10 & IAS 28 (amended)
IFRS10 & 12 & IAS 28 (amended)
IAS 1 (amended)
Employee Benefits
Regulatory Deferral Accounts
Revenue from Contracts with Customers
Accounting for Acquisitions of Interests in Joint Operations
Clarification of Acceptable Methods of Depreciation and Amortisation
Bearer Plants
Financial Instruments (2014)
Equity Method in Separate Financial Statements
Sale or Contirbution of Assets
Investment Entities : Applying Consolidation Exception
Disclosure Initiative
Annual Improvements IFRS's (2010-2012)
Annual Improvements IFRS's (2011-2013)
Annual Improvements IFRS's (2012-2014)
The Directors do not expect that the adoption of the standards listed above will have a material impact on the
financial statements of the company in future periods.
2. Significant accounting policies
The financial statements are based on the following policies which have been consistently applied:
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union.
The financial statements have been prepared on the historical cost basis. The principal accounting policies are set
out below.
IRONVELD PLC
23
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all entities controlled
by the Company (its subsidiaries) made up to the period end. Control is achieved where the Company has power to
govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control
and ceases when the Company loses control of the subsidiary. Profit or loss and each component of other
comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total
comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of
non-controlling shareholders are initially measured at their proportionate share of the fair value of the acquiree’s
identifiable net assets. Subsequent to acquisition, the carrying value of the non-controlling interests is the amount of
initial recognition plus the non-controlling interests' share of the subsequent changes in equity.
Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity
transactions. The carrying amount of the Group's interests and the non-controlling interests are adjusted to reflect the
changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling
interests are adjusted and the fair value of the consideration paid or received is recongnised directly in equity and
attributed to the owners of the company.
Business combinations
Acquisitions of subsidiaries are accounted for using acquisition accounting. The consideration for each acquisition is
measured at the fair value of assets given, liabilities incurred or assumed and equity instruments issued by the group
in exchange for control in the acquiree. Acquisition-related costs are recognised in the income statement as incurred .
Non-current assets held for sale
Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount and
fair value less costs to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered
through a sale transaction rather than through continuing use. This condition is regarded as met only when sale is
highly probable and the asset or disposal group is available for immediate sale in its present condition. Management
must be committed to the sale which should be expected to qualify for recognition as a completed sale within one
year from the date of classification.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of
that subsidiary are classified as held for sale when the criteria described above are met.
When the assets held for sale represents a discontinued operation then the results of that operation is disclosed as a
discontinued item in the income statement and the comparative information is re-presented to be consistent with that
presented in the current period.
IRONVELD PLC
24
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
Goodwill
Goodwill arising on a business combination is recognised as an asset at the date that control is acquired (the
acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest in the entity
over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated
impairment losses. Goodwill which is recognised as an asset is not amortised but is reviewed for impairment
annually. Any impairment is immediately recognised in the income statement.
Exploration and evaluation
Costs incurred prior to acquiring the rights to explore are charged directly to the income statement.
Licence acquisition costs and all other costs incurred after the rights to explore an area have been obtained, such as
the direct costs of exploration and appraisal (including geological, drilling, trenching, sampling, technical feasibility
and commercial viability activities) are accumulated and capitalised as intangible exploration and evaluation (E & E)
assets, pending determination.
E & E assets are not amortised prior to the conclusion of the appraisal activities. At completion of appraisal activities,
if financial and technical feasibility is demonstrated and commercial reserves are discovered then, following
development sanctions, the carrying value of the relevant E & E asset will be reclassified as a development and
production asset in intangible assets after the carrying value has been assessed for impairment and, where
appropriate adjusted. If after completion of the appraisal of the area it is not possible to determine technical and
commercial feasibility or if the legal rights have expired or if the Group decide to not continue activities in the area,
then the cost of unsuccessful exploration and evaluation are written off to the income statement in the relevant period.
The Group's definition of commercial reserves for such purposes is proved and probable reserves on an entitlement
basis. Proved and probable reserves are the estimated quantities of minerals which geological, geophysical and
engineering data demonstrate with a specified degree of certainty to be recoverable in future years from the known
reserves and which are considered to be commercially producible.
Such reserves are considered commercially producible if management has the intention of developing and producing
them and such intention is based upon:
- a reasonable expectation that there is a market for all of substantially all of the expected production;
- a reasonable assessment of the future economics of such production;
- evidence that the necessary production, transmission and transportation facilities are available or can be
made available; and
- the making of the final investment decision.
On an annual basis a review for impairment indicators is performed. If an indicator of impairment exists an impairment
review is performed. The recoverable amount is then considered to be the higher of the fair value less costs of sale or
its value in use. Any identified impairment is written off to the income statement in the period identified.
IRONVELD PLC
25
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
Development and production asset
Development and production assets, classified within property, plant and equipment, are accumulated generally on a
field basis and represents the cost of developing the commercial reserves discovered and bringing them into
production, together with the E&E expenditure incurred in finding the commercial reserves transferred from intangible
assets.
Depreciation of producing assets
The net book values of producing assets are depreciated generally on the field basis using the unit or production
method by reference to the ratio of production in the period and the related commercial reserves of the field, taking
into account the future development expenditure necessary to bring those reserves to production.
Research and development
Research expenditure is recognised as an expense in the period in which it is incurred.
An internally-generated asset arising from any development is recognised only if all of the following conditions are
met:
- an asset is created that can be identified;
- it is probable that the asset created will generate future economic benefits; and
- the development cost of the asset can be measured reliably.
Revenue
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in
the normal course of business, net of discounts and value added tax.
Taxation
The tax expense represents the sum of the tax payable and deferred tax.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets
and liabilities in the financial statements and the corresponding tax base used in the calculation of the taxable profit
and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised on all
appropriate taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which the deductible timing differences can be utilised. The carrying amount of
deferred tax assets is reviewed at each balance sheet date.
Deferred tax is calculated at the tax rates that are expected to be applicable in the period when the liability or asset is
realised and is based on tax laws and rates substantially enacted at the balance sheet date. Deferred tax is charged
in the income statement except where it relates to items charged/credited in other comprehensive income, in which
case the tax is also dealt with in other comprehensive income.
IRONVELD PLC
26
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their fair value, or if lower, at the present
value of future minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as
a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease
obligation using a sum of digits method.
Rentals payable under operating leases are charged to the income statement on a straight line basis over the lease
period.
Property, plant and equipment
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the
cost less estimated residual value of each asset over its expected useful life, as follows:
Property alterations
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
10% straight line basis
10% - 25% straight line basis or reducing balance basis
10% - 25% straight line basis
25% reducing balance basis
Foreign currencies
The individual financial statements of each group company are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the purposes of the consolidated financial statements,
the results and financial position of each group company are expressed in pounds sterling, which is the functional
currency of the Company, and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's
functional currency are recognised at the rates of exchange prevailing on the dates of the transactions. At each
balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date the fair value was determined. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in the income
statement in the period in which they arise.
When presenting the consolidated financial statements, the assets and liabilities of the group's foreign operations are
translated at the exchange rates prevailing at the balance sheet date. Income and expense items are translated at
average exchange rates for the period, unless exchange rates have fluctuated significantly in which case the rates at
the date of the transactions are used. Exchange differences arising are recognised in other comprehensive income
and accumulated in equity (attributed to non-controlling interests where appropriate).
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and translated using the closing rate.
Operating profit
Operating profit is stated after charging restructuring costs and goodwill impairments but before acquisition gains,
investment revenues and finance costs.
IRONVELD PLC
27
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
Software costs
Other intangible assets are stated at cost less amortisation. Amortisation is provided at rates calculated to write off
the cost less estimated residual value of each asset over its expected useful life, as follows:
Software
25% straight line basis
Retirement benefit costs
Where the Group contributes to defined contribution pension schemes, the assets of the schemes are held separately
from those of the Group in independently administered funds. Contributions payable for the period are charged in the
income statement.
Investments
Investments are stated at cost less any provision for the permanent diminution in value.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party
to the contractual provisions of the instrument.
Trade receivables
Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost
using the effective interest rate method except for short-term receivables when recognition of interest would be
immaterial. Appropriate allowances for the estimated irrecoverable amounts are recognised in the income statement
when there is objective evidence that the asset is impaired.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short term highly liquid
investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change
in value.
Financial liability and equity
Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance
charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an
accrual basis in the income statement using the effective interest rate method and are added to the carrying amount
of the instrument to the extent that they are not settled in the period in which they arise.
The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, financial
liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial
instruments are initially recognised at fair value and a subsequently amortised using the effective interest method.
Fair value is estimated from available market data and reference to other instruments considered to be substantially
the same.
Trade and other payables
Trade payables and other financial liabilities are initially measured at fair value, and are subsequently measured at
amortised cost, using the effective interest rate method.
The Group's activities expose it primarily to the financial risks of changes in interest rates on long term borrowings.
IRONVELD PLC
28
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
Share-based payments
The Group issues equity-settled share-based payments to certain employees and other parties. Equity settled share-
based payments are measured at fair value at the date of grant. In respect of employee related share based
payments, the fair value determined at the grant date is expensed on a straight-line basis over the vesting period,
based on the Group's estimate of shares that will eventually vest. In respect of other share based payments, the fair
value is determined at the date of grant and recognised when the associated goods or services are received.
Operating segments
The Group considers itself to have two operating segments in the period and further information is provided in note 3.
Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company
and the Group have adequate resources to continue in existence for the foreseeable future. Thus they continue to
adopt the going concern basis of accounting in preparing the financial statements. Further details are provided below.
Critical accounting estimates and judgements
The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually
evaluated based on historical experience and other factors, including expectations of future events that are believed
to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and
assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
Going concern
The Group's present resources and existing facilities, are only considered adequate to meet committed overhead
expenditure for the foreseeable future. The Directors are presently fully engaged with debt providers to raise the
further funds which will allow them to commit to the next phase of the project and the Directors are confident that
sufficient funds can be raised for this additional planned activity.
The Directors therefore have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future, being twelve months from the date of the approval of the financial
statements and are also optimistic that the Group will be able to raise further funds when required for any additional
planned activities. The company is committed to developing the project and is actively engaged in raising finance to
allow the development to proceed. For this reason, the Board continues to adopt the going concern basis in the
preparation of the financial statements.
Fair value of acquisition
On acquisition of a subsidiary, the company is required to estimate the fair value of the assets and liabilities acquired
and the consideration paid. The estimate in respect of exploration and evaluation assets is affected by many factors
including the future viability of commercial reserves which have been based on the judgement of directors supported
by third party technical reports.
Fair value of share based payments
Calculation of the fair value of the share based payments issued requires estimates to be used for the share price
volatility, the risk free rate and the model with which to calculate the fair value.
IRONVELD PLC
29
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Significant accounting policies (continued)
Critical accounting estimates and judgements (continued)
Exploration and evaluation asset
The group has adopted a policy of capitalising the costs of exploration and evaluation and carrying the amount
without impairment assessment until impairment indicators exist (as permitted by IFRS 6). The directors consider that
the group remains in the exploration and evaluation phase and therefore, under IFRS 6, the directors have to make
judgements as to whether any indicators of impairment exist and the future activities of the company. No such
indicators of impairment were identified and therefore no impairment review has been carried out.
Deferred tax assets
The directors must judge whether the future profitability of the Group is likely in making the decision whether or not to
recognise a deferred tax asset in respect of taxation losses. No deferred tax assets have been recognised in the
period.
Useful lives of property, plant and equipment
Property, plant and equipment are amortised or depreciated over their useful lives. Useful lives are based on the
management's estimates of the period that the assets will generate revenue, which are based on judgement and
experience and periodically reviewed for continued appropriateness. Changes to estimates can result in significant
variations in the carrying value and amounts charged to the consolidated income statement in specific periods.
3. Business and geographical segments
Information reported to the Group Directors for the purposes of resource allocation and assessment of segment
performance is focused on the activity of each segment and its geographical location. The directors consider that
there is only one business segment, which is the activity of prospecting, exploration and mining based in South Africa.
4. Loss for the period
Loss for the period is shown after charging / (crediting):
2015
£000
2014
£000
Net foreign exchange losses
Depreciation on tangible assets
Operating leases: -Land and buildings
Auditors remuneration
Fees payable to the auditors for the audit of the company's accounts
Fees payable to the company's auditors and its associates for other services:-
The audit of the company's subsidiaries
Tax compliance services
Other assurance services
4
8
25
24
8
3
6
55
6
19
24
9
5
12
IRONVELD PLC
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. Staff costs
Wages and salaries
Social security costs
Share based payments
Directors remuneration and fees
The aggregate remuneration paid to the highest paid director was
YEAR ENDED
30 JUNE
2015
2015
£000
652
17
221
890
307
140
2014
£000
729
6
189
924
353
173
The average monthly number of employees, including Directors, during
the period was as follows:
2015
Number
2014
Number
Administration and management
14
13
Further details of the Directors' remuneration are given in the Directors' Remuneration Report on pages 10 and 11.
6. Investment revenues
Interest on bank deposits
7. Finance costs
Loan interest and similar charges
2015
£000
1
2015
£000
74
74
2014
£000
10
2014
£000
100
100
IRONVELD PLC
31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. Tax
a) Tax charge for the period
Corporation tax:
Current period
Deferred tax (note 19)
YEAR ENDED
30 JUNE
2015
2015
£000
-
288
288
2014
£000
-
409
409
b) Factors affecting the tax charge for the period
Loss on ordinary activities for the period before taxation
(593)
(750)
Loss on ordinary activities for the period before taxation multiplied by
effective rate of corporation tax of 20.75% (2014 - 20.75%)
Effects of :
Non-deductible expenses
Unused tax losses not recognised
Tax expense for the period
(123)
(156)
27
384
288
39
526
409
c) Factors that may affect future tax charges - The Group has estimated unutilised tax losses/expenses amounting
to £5,798,000 (2014 - £4,566,000) the values of which are not recognised in the balance sheet. The losses represent
a potential deferred taxation asset of £1,623,000 (2014 - £1,278,000) which would be recoverable should the Group
make sufficient suitable taxable profits in the future.
IRONVELD PLC
32
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. Disposal of subsidiary - prior period
On 20 September 2013 the group disposed of Mercury Recycling Limited, which carried out all of the Group's waste
recycling operations. The disposal was effected in order to generate cash flow for the group's other operations. The
operations of Mercury Recycling Limited were recognised in the prior period accounts as a discontinued operation
having satisfied the criteria set out in IFRS 5 at the prior period end.
The results of the discontinued operation for the year to 30 June 2014, included in the consolidated income
statement, were as follows:-
Revenue
Expenses
Profit / (loss) before tax
Attributable tax expense
Profit on disposal of discontinued operation
Profit / (loss) attributable to discontinued operations
(Attributable to owners of the Company)
2014
£000
454
(436)
18
-
102
120
During the year to 30 June 2014, Mercury Recycling Limited contributed outflow of £34,000 to the group's net
operating cash flows, paid £Nil in respect of investing activities and paid £79,000 in respect of financing activities.
IRONVELD PLC
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. (Loss)/earnings per share
Loss attributable to the owners of the Company
Adjustment to exclude discontinued operations
YEAR ENDED
30 JUNE
2015
2015
£000
(828)
-
2014
£000
(930)
120
Loss from continuing operations
(828)
(1,050)
(Loss)/earnings per share - Basic
Continuing operations
Discontinued operations
Continuing and discontinued operations
(Loss)/earnings per share - Diluted
Continuing operations
Discontinued operations
Continuing and discontinued operations
(0.28p)
n/a
(0.28p)
(0.37p)
0.04p
(0.33p)
n/a
n/a
n/a
n/a
0.04p
n/a
The calculation of basic earnings per share is based on 296,115,053 (2014 - 286,168,781) ordinary shares, being the
weighted average number of ordinary shares in issue during the period.
Where the Group reports a loss for the current period, then in accordance with IAS 33, the share options are not
considered dilutive. Details of such instruments which could potentially dilute basic earnings per share in the future
are included in note 21.
Under IAS 33, the share warrants in issue during the period were not considered to be diluting as the market based
vesting conditions of the warrants had not been met at the year end. Further details are provided in note 21.
11. Loss attributable to owners of the parent company
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent Company is not
presented as part of these accounts. The parent Company's loss for the financial year amounted to £452,000 (2014 -
£487,000).
IRONVELD PLC
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED
30 JUNE
2015
12. Goodwill
Group
Cost:
At 1 July 2013
Disposal
At 30 June 2014 and at 30 June 2015
Accumulated impairment losses:
At 1 July 2013
On disposal
At 30 June 2014 and at 30 June 2015
Carrying amount:
At 30 June 2015 and at 30 June 2014
13. Other intangible assets
Group
Cost:
At 1 July 2013
Additions
Disposal
Exchange differences
At 30 June 2014
Additions
Exchange differences
At 30 June 2015
Amortisation:
At 1 July 2013
On disposal
At 30 June 2014 and 30 June 2015
Net book value at 30 June 2015
Net book value at 30 June 2014
Goodwill
£000
4,122
(4,122)
-
4,122
(4,122)
-
-
Total
£000
24,753
1,370
(4)
(4,332)
21,787
980
(1,024)
21,743
4
(4)
-
21,743
21,787
Exploration and
evaluation assets
£000
Computer
software
£000
24,749
1,370
-
(4,332)
21,787
980
(1,024)
21,743
-
-
-
21,743
21,787
4
-
(4)
-
-
-
-
-
4
(4)
-
-
-
The Group's exploration and evaluation assets all relate to South Africa.
In respect of the exploration and evaluation assets which remain in the appraisal phase, the group has performed a
review for impairment indicators and in the absence of such indicators no impairment review was carried out.
IRONVELD PLC
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. Property, plant and equipment
Group
Cost:
At 1 July 2014
Additions
Exchange differences
At 30 June 2015
Depreciation:
At 1 July 2014
Charge for the period
Disposals
At 30 June 2015
Net book value at 30 June 2015
Cost:
At 1 July 2013
Additions
Exchange differences
At 30 June 2014
Depreciation:
At 1 July 2013
Charge for the period
Exchange differences
At 30 June 2014
Net book value at 30 June 2014
All non-current assets in 2015 and 2014 were located in South Africa.
YEAR ENDED
30 JUNE
2015
Plant and
machinery
£000
30
1
(2)
29
8
8
(1)
15
14
Plant and
machinery
£000
7
25
(2)
30
3
6
(1)
8
22
IRONVELD PLC
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. Investments
Company
Cost:
At 1 July 2013
Additions
Disposals
At 30 June 2014
Additions
At 30 June 2015
Provisions for impairment
At 1 July 2013
On disposal
At 30 June 2014 and at 30 June 2015
Net book value at 30 June 2015
Net book value at 30 June 2014
YEAR ENDED
30 JUNE
2015
Subsidiary
undertakings
£000
19,613
703
(3,954)
16,362
1,414
17,776
2,504
(2,504)
-
17,776
16,362
IRONVELD PLC
37
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. Investments (continued)
The Company has investments in the following principal subsidiaries. To avoid a statement of excessive length,
details of the investments which are not significant have been omitted:
Proportion of
Name of company
Subsidiary undertakings
Ironveld Mauritius Limited**
Shares
voting rights
and shares held
Nature of
business
Ordinary
100%+
Holding Company
Ironveld Holdings (Proprietary) Limited* Ordinary
Ironveld Mining (Proprietary) Limited*
Ordinary
100%
100%
Holding Company
Mining and exploration
Ironveld Smelting (Proprietary) Limited* Ordinary
74%
Ore processing and smelting
HW Iron (Proprietary) Limited*
Ordinary
Lapon Mining (Proprietary) Limited*
Ordinary
71%
74%
Prospecting and mining
Prospecting and mining
Ordinary
74%
Prospecting and mining
Luge Prospecting and
Mining (Proprietary) Limited*
* Incorporated in South Africa
** Incorporated in Mauritius
+ Held directly by Ironveld Plc
Further details of non-wholly owned subsidiaries of the Group are provided in note 26.
Envirolite Limited, Envirolite Midlands Limited, WEEE Recycling Limited and Battnet Limited were dormant companies
which have been dissolved since the date of the last financial statements.
IRONVELD PLC
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. Trade and other receivables
Group
Company
YEAR ENDED
30 JUNE
2015
Amounts owed from Group undertakings
Other debtors
Prepayments and accrued income
2015
£000
-
68
9
77
2014
£000
-
203
8
211
2015
£000
24
56
6
86
2014
£000
11
44
6
61
Credit risk
The Group's principal financial assets are bank balances and other receivables. The Group's credit risk is primarily
attributable to its other receivables and no significant concentration was identified. The amounts presented in the
balance sheet are net of allowances for doubtful receivables.
17. Trade and other payables
Group
Company
Trade payables
Taxation and social security costs
Other payables
Accruals and deferred income
Due within 12 months
2015
£000
3
76
5
101
185
(185)
2014
£000
4
89
5
136
234
(234)
2015
£000
3
65
5
96
169
(169)
2014
£000
4
41
5
122
172
(172)
Due after more than 12 months
-
-
-
-
IRONVELD PLC
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. Borrowings
Group
Company
2015
£000
2014
£000
2015
£000
Other loans
1,149
1,465
-
The borrowings are repayable as follows:
On demand or within one year
In the second year
Due for settlement within 12 months
Group
2015
£000
1,149
-
1,149
(1,149)
2014
£000
-
1,465
1,465
-
Due for settlement after more than 12 months
-
1,465
Company
2015
£000
-
-
-
-
-
YEAR ENDED
30 JUNE
2015
2014
£000
-
2014
£000
-
-
-
-
-
Other loans represent loans agreed on the acquisition of the Ironveld Group. The first loan of £210,000 (2014 -
£563,000) was interest free until 31 December 2013 (thereafter 1% over LIBOR). The loan is repayable no later than
31 December 2015 and is unsecured. The second loan of £939,000 (2014 - £902,000) bears interest at the South
African current prime rate, is repayable no later than 30 June 2016 and is secured. Further details are provided in
note 20.
19. Deferred tax
Balance at 1 July
Exchange differences
Income statement - tax charge
Balance at 30 June
Group
2015
£000
6,069
(299)
288
2014
£000
6,891
(1,231)
409
6,058
6,069
The deferred tax liability is made up as follows:
Group
Accelerated tax depreciation
2015
£000
2014
£000
6,058
6,069
IRONVELD PLC
40
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. Financial instruments
The Group's policies as regards derivatives and financial instruments are set out in the accounting policies in note 2.
The Group does not trade in financial instruments.
Capital risk management
The Group manages its capital to ensure that they will be able to continue as going concern whilst maximising the
return to stakeholders through the optimisation of the debt and equity balance. The Group's overall strategy remains
unchanged from 2014.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 18, cash and
cash equivalents and equity attributable to equity holders of the parent company.
The Group is not subject to any externally imposed capital requirements.
Interest rate risk profile
The Group is exposed to interest rate risk because the Group borrows funds at both fixed and floating interest rates.
The Group's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk
management section of this note.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the company. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of
mitigating the risk of financial loss from defaults. The Group's exposure and the credit ratings of its counterparties are
continuously monitored and the aggregate value of the transactions concluded is spread.
Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an
appropriate liquidity risk management framework for the management of the Group's short, medium and long term
funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves
and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles
of financial assets and liabilities. Details of additional undrawn facilities that the group has at its disposal to manage
liquidity are set out below:-
Financial facilities
The group did not have any secured bank loan or overdraft facilities during the current or comparative period. The
group has two loan facilities of South African Rand 4m and Rand 15m that have been drawn at the year end.
IRONVELD PLC
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. Financial instruments (continued)
Financial assets
The Group has no financial assets, other than short-term receivables and cash deposits of £1,407,000 (2014 -
£738,000). The cash deposits attract variable rates of interest. At the year end the effective rate was 0.09% (2014 -
1.34%). The cash deposits held were as follows:-
YEAR ENDED
30 JUNE
2015
Sterling - United Kingdom banks
South African Rand - United Kingdom banks
South African Rand - South African banks
2014
£000
1,378
3
26
2013
£000
656
62
20
1,407
738
Financial liabilities
The Group's financial liabilities consist of other loans. Interest rates charged on these are as follows:
Weighted
average
effective
interest rate
%
1-5 years
£000
5+ years
£000
Total
£000
30 June 2015
Variable interest rates - SA
5.66
1,149
30 June 2014
Variable interest rates - SA
6.01
1,465
-
-
1,149
1,465
Financial liabilities represent loans agreed on the acquisition of the Ironveld Group. The first loan of £210,000
(2014- £563,000) was interest free until 31 December 2013 (thereafter 1% over LIBOR – presently 1.59%) and
is repayable no later than 31 December 2015. The second loan of £939,000 (2014 - £902,000) bears interest at
the South Africa current prime rate and is repayable no later than 30 June 2016. This first loan is unsecured and
the second loan is secured and further details are provided in note 21.
IRONVELD PLC
42
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. Financial instruments (continued)
Currency exposures
The Group undertakes transactions denominated in foreign currencies and is consequently exposed to fluctuations in
exchange rates
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities were as
follows:-
As at 30 June 2015
British Pound Sterling (£)
South African Rand (ZAR)
As at 30 June 2014
British Pound Sterling (£)
South African Rand (ZAR)
21. Share capital
Group and Company
Allotted, called up and fully paid
321,919,252 ordinary shares of 1p each
322,447,158 deferred shares of 1p each
Assets
£000
1,430
44
Liabilities
£000
169
1,165
1,474
1,334
Assets
£000
700
241
Liabilities
£000
172
1,527
941
1,699
2015
£000
3,250
3,224
2014
£000
2,873
3,224
6,474
6,097
During the year 556,894 ordinary shares of 1p each were issued on the exercise of share options. On 8 December
2014 the company undertook a placing for the issue of 10,714,286 ordinary 1p shares at 7p to raise £702,000 net of
expenses. On 18 June 2015 the company undertook a placing for the issue of 23,076,920 ordinary 1p shares at 6.5p
to raise £1,420,000 net of expenses.
On 8 December 2014 the company issued 2,000,208 shares to directors and 568,528 to consultants. On 9 March
2015 the company issued 753,296 shares to consultants.
The deferred shares have no voting rights, no dividend rights and on a return of capital or winding up are entitled to a
return of amounts credited as paid. The deferred shares are not transferrable and beneficial interest in the deferred
shares can be transferred to such persons as the Directors may determine as custodian for no consideration without
sanction of the holder.
IRONVELD PLC
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Share capital (continued)
Share options
The Company has a share option scheme for certain employees and former employees of the Group. The share
options in issue during the period were as follows:
YEAR ENDED
30 JUNE
2015
Date
granted
Exercise
price
As at
1July
2014
No
Granted
in year
No
Exercised
Lapsed/
in year Cancelled
No
No
21 May 2010
16 August 2012
14 November 2012
16 April 2013
7 November 2013
1 May 2014
10p
1p
1p
1p
1p
1p
1,600,000
6,758,698
6,663,505
1,066,667
2,230,000
600,000
-
-
-
-
-
-
-
(523,561)
-
(33,333)
-
-
-
-
-
-
-
-
The exercise period of the above options is as follows:
Date
granted
Expiry date
Exercise period
As at
30 June
2015
No
1,600,000
6,235,137
6,663,505
1,066,667
2,230,000
600,000
21 May 2010
16 August 2012
14 November 2012
16 April 2013
7 November 2013
1 May 2014
21 May 2020
16 August 2022
14 November 2022
16 April 2013
7 November 2023
1 May 2024
to 21 May 2020
The options are exercisable 1/3 on the first anniversary
of grant, 1/3 on the second anniversary of grant and the
final 1/3 on the first anniversary of grant
The group recognised a total share based payment expense of £221,000 (2014 - £189,000) in the period.
Share warrants
As at 1 July 2014 and at 30 June 2015 the warrants in issue were; 8,399,966 issued at a price of 0.25p each with an
expiry date of 24 September 2016.
The share warrants were issued as part of the Placing pursuant to the terms of a warrant instrument executed by the
Company and dated 24 September 2010. Under the warrant Instrument, 8,399,966 warrants were created, with each
Warrant granting the holder the right to subscribe for one Ordinary Share at a price of 10p per share (subject to
adjustment in limited circumstances such as a subdivision or consolidation of the Company's share capital) payable in
cash on exercise.
The warrants are exercisable within six years of being issued subject to the average closing market price of the
Company's shares having been at least 15p per Ordinary Share over a period of at least 30 consecutive days (unless
the Board waives this condition). The Company shall procure that the Ordinary Shares issued pursuant to the
exercise of warrants are admitted to trading on AIM. The warrants themselves will not be dealt with or admitted to
trading on any market and are only transferable in limited circumstances by their holders.
Warrants represent subscription rights for ordinary shares in Ironveld Plc.
Warrants may be exercised in whole or in part (and from time to time) prior to the final exercise date. The warrants
are non-transferable.
IRONVELD PLC
44
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Share capital (continued)
In addition to the above warrants, Sylvania Metals Pty Limited entered into a loan facility of 15,000,000 South African
Rand, in consideration for which the Company has undertaken to grant Sylvania warrants with effect from 16 August
2012 as a guarantee. Sylvania are entitled, pursuant to these warrants, to subscribe for such number of 1 pence
Ordinary Shares as results from dividing £1,500,000 by the volume weighted average price of the Company’s shares
on AIM for the 90 business days ending on the business day immediately prior to the date of exercise, with such
warrants being exercisable during the period commencing on 1 July 2016 and ending on the earlier of repayment in
full of the loan facility monies or the fifth anniversary of Admission.
Such Warrants are only exercisable to the extent that any amount is then outstanding under the loan facility. The
Company shall procure that any shares issued pursuant to the exercise of the warrants are admitted to trading on
AIM. The proceeds derived from the exercise of the warrants will be used only to repay the associated loan.
22. Reserves
Group
At 1 July 2014
Loss for the period
Exchange difference on translation of foreign operation
Adjustment arising from change in non-controlling interest
Issue of share capital
Credit for equity settled share based payments
At 30 June 2015
Warrant
reserve
£000
Share
premium
account
£000
Retained
earnings
£000
21
-
-
-
-
-
21
14,097
-
-
-
1,959
-
(8,635)
(828)
(555)
47
-
221
16,056
(9,750)
Company
At 1 July 2014
Loss for the period
Issue of share capital
Credit for equity settled share based payments
At 30 June 2015
Warrant
reserve
£000
21
-
-
-
21
Share
premium
account
£000
14,097
-
1,959
-
16,056
Retained
earnings
£000
(3,246)
(452)
-
221
(3,477)
IRONVELD PLC
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. Reserves (continued)
The balance classified as share premium is the premium on the issue of the Group's equity share capital, comprising
1p ordinary shares and 1p deferred shares less any costs of issuing the shares.
The warrant reserve represents the estimated fair value of share warrants issued at issue.
YEAR ENDED
30 JUNE
2015
23. Cash generated from operations
Group
Operating loss - continuing
Operating profit - discontinued
Depreciation on property, plant and equipment
Share based payment expense
Profit on disposal of subsidiary
Loss on disposal of property, plant and equipment
Operating cash flows before movements in working capital
Movement in receivables
Movement in payables
Cash used in operations
Interest paid
Net cash used in operations
Cash and cash equivalents
Cash and bank balances
2015
£000
(520)
-
8
221
-
-
(291)
(16)
24
(283)
(3)
(286)
2014
£000
(660)
18
47
189
(2)
16
(392)
17
(164)
(539)
(100)
(639)
2015
£000
2014
£000
1,407
738
1,407
738
IRONVELD PLC
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Cash generated from operations (continued)
Company
Operating loss
Share based payment expense
Profit on disposal of subsidiary
YEAR ENDED
30 JUNE
2015
2015
£000
(452)
127
-
2014
£000
(494)
129
(1)
Operating cash flows before movements in working capital
(325)
(366)
Movement in receivables
Movement in payables
Net cash used in operations
Cash and cash equivalents
Cash and bank balances
24. Financial Commitments
(25)
113
(35)
55
(237)
(346)
2015
£000
2014
£000
1,381
718
(a) At the balance sheet date, the Group had outstanding operating lease arrangements for future minimum lease
payments under non-cancellable operating leases, which fall due as follows:
Land and buildings
2014
£000
2015
£000
Other
2015
£000
Within one year
-
15
-
2014
£000
-
(b) The Group had no capital commitments contracted for but not provided for in the financial statements.
IRONVELD PLC
47
YEAR ENDED
30 JUNE
2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25. Related party transactions
Group and Company
During the year the Company paid £36,000 (2014 - £36,000) to Westleigh Investments Holdings Limited for
accounting services, a company in which G Clarke and N Harrison are materially interested
All transactions are considered to be on terms equivalent to those that prevail in arm's length transactions.
26. Non-controlling interest
At 1 July
Exchange adjustments
Adjustment arising from change in non-controlling interest
Share of loss for the period
At 30 June
2015
£000
(3,410)
158
151
53
2014
£000
(4,258)
739
-
109
(3,048)
(3,410)
On 13 August 2014 the Group paid £105,000 to acquire additional shares in HW Iron (Proprietary) Limited, thereby
increasing its interest from 71% to 73%. On 30 November 2014 the Group transferred part of its holding in Ironveld
Smelting (Proprietary) Limited to certain project partners, resulting in a decrease in its interest from 100% to 74%, for
£nil consideration.
The difference between the consideration paid/received and the change in non-controlling interest has been adjusted
against retained earnings attributable to the owners of the Group in accordance with IFRS 10.
The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling
interests:
Proportion Loss allocated to Accumulated
of voting rights non-controlling non-controlling
and shares held interest
2015 (2014)
£000
2015
£000
Ironveld Smelting (proprietary)
Limited
26% (0%)
HW Iron (Proprietary) Limited
27% (29%)
Lapon Mining (Proprietary) Limited
26% (26%)
(19)
(15)
(9)
interest
2015
£000
2014
£000
2014
£000
-
975
-
(105)
(56)
851
(53)
2,311
2,435
Luge Prospecting and Mining
(Proprietary) Limited
26% (26%)
(10)
-
(9)
-
(53)
(109)
3,048
3,410
IRONVELD PLC
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26. Non-controlling interest (continued)
Summarised financial information in respect of each of the Group's subsidiaries that have material non-controlling
interests is set out below. The summarised financial information below represents amounts before intragroup
eliminations. The accounts of the subsidiaries have been translated from their presentational currency of South
African Rand (Zar) using the Zar : GBP exchange rate prevailing at 30 June 2015 of 19.089 (2014 - 18.1907).
YEAR ENDED
30 JUNE
2015
HW Iron (Proprietary) Limited
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to owners of the Company
Non-controlling interest
Revenue
Expenses
Loss for the year
Attributable to the owners of the Company
Attributable to the non-controlling interests
Dividends paid to non-controlling interests
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash inflow from financing activities
2015
£000
1
6,006
(1,172)
(1,682)
2,301
851
-
53
(53)
(38)
(15)
-
143
(188)
46
2014
£000
151
6,105
(1,182)
(1,709)
2,390
975
-
181
(181)
(125)
(56)
-
-
(1,182)
1,182
Net cash inflow
1
-
IRONVELD PLC
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26. Non-controlling interest (continued)
Lapon Mining (Proprietary) Limited
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to owners of the Company
Non-controlling interest
Revenue
Expenses
Loss for the year
Attributable to the owners of the Company
Attributable to the non-controlling interests
Dividends paid to non-controlling interests
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash inflow from financing activities
YEAR ENDED
30 JUNE
2015
2015
£000
1
13,843
(1,077)
(3,876)
6,579
2,311
-
36
(36)
(27)
(9)
-
-
(120)
120
2014
£000
2
14,400
(1,005)
(4,032)
6,930
2,435
-
217
(217)
(164)
(53)
-
-
(1,003)
1,004
Net cash inflow
-
1
27. Control
The Directors consider that there is no overall controlling party.
IRONVELD PLC
50