A N N U A L R E P O R T 2 0 1 9
CONTENTS
Chairman’s Report
Directors
Key Management
Corporate Directory
Corporate Structure
Financial Highlights
OMH Group Overview
Processing and Smelting Operational Review
Marketing and Trading Operational Review
Mining Operational Review
Tshipi é Ntle Manganese Mining (Pty) Ltd (“Tshipi”)
Summary Information Required by ASX Listing Rules 5.8.1 & 5.9.1
Directors’ Statement
Independent Auditor’s Report
Statements of Financial Position
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Corporate Governance
ASX Additional Information
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WHO WE ARE
OM Holdings Limited is a global integrated manganese and silicon company. We are engaged in the business of
mining and trading raw ores, as well as the smelting and marketing of processed ferroalloys. With an established
history of over 20 years in the industry, we are listed on the ASX and capture value across the entire process chain
through operations in Australia, China, Japan, Malaysia, Singapore, and South Africa. Our latest project is a
greenfield smelter complex in Sarawak, which successfully commenced production in 2014.
Today, the Group is one of the world’s leading suppliers of manganese ores and ferroalloys, and seeks to be the
main ferroalloy supply partner to major steel mills and other industries. Through our global trading network, we
distribute products from our Asia-Pacific base to customers around the world.
OUR PURPOSE
Our purpose is to create sustainable value for our shareholders and stakeholders through developing and
acquiring cost competitive resource assets, managing them in a safe and optimised manner, and realizing their
full potential by marketing effectively.
OUR VALUES
We aim to fulfil our purpose by adhering to the following values:
● Sustainability ● Accountability ● Teamwork ● Integrity ● Diligence ● Respect
OM Holdings Limited | Annual Report 2019
CHAIRMAN’S REPORT
Dear Shareholders,
In 2019 we faced a challenging global
operating environment, however we
managed to complete the year with a solid
net profit after tax of A$56.1 million. Prices
declined as the commodity cycle ran its
course, resulting in a 32% revenue decline
to A$1.03 billion for FY2019. In line with
our stated policy, we focused on further
paying down debt, with US$34.8 million
repaid against the project financing facility
aligned to our smelting plant in Sarawak,
and redeemed US$4.2 million of convertible
notes. This was all sourced from the Group’s
positive operating cash flows. This brings
our total borrowings to equity ratio to 0.93,
the lowest it has been in 6 years.
It is with deep regret that one of our
employees, Mr Craig Butler was fatally
injured during the year in an accident at
our Bootu Creek mine. Mr Butler was a
valued member of our operating team who
was held in high regard, and to his family,
friends, and work colleagues we continue
to extend our sincerest condolences. Any
fatality is unacceptable and the safety of
our employees and contractors continues to
remain a priority across all our operations.
2019 also proved to be an exceptionally dry
year in Australia, with rainfall at the Bootu
Creek mine totalling only 172.4mm for the
year, less than half of what was recorded in
2018. This resulted in limited water supply
for our processing plants which in turn
decreased productivity. In spite of these
challenges, we made use of the mining
downtime to process and ship lower grade
material, producing 570,090 tonnes of ore
and shipping 612,537 tonnes of ore in 2019.
This was a marginally better performance
than what we had forecasted in our third
quarterly update.
to operate at
Notwithstanding the disruption
in ore
supply, our Sarawak smelting operations
full capacity
continued
(producing 2% more compared to 2018),
and the temporary suspension of mining
activity at the Bootu Creek mine did not
affect the economics of smelting. During
this time, our Sarawak smelter was supplied
by alternative sources and adjustments were
made to production processes and blends,
effectively quarantining the business impact
to mining which resumed in late 2019.
This time last year we predicted that market
cycles would run their course as the global
dynamics of supply caught up with demand.
The seaborne trade of manganese ore in the
first half of 2019 expanded by 3.4 million
tonnes, or 18.4%, largely due to an increase
in exports from Ghana. The price of 44%
manganese ore as reported by FastMarkets
MB weakened continuously from US$6.96
per dmtu at the end of 2018 to US$4.20 per
dmtu at the end of 2019, touching a low of
US$3.68 per dmtu in early November 2019.
At the time of writing, the outbreak of the
COVID-19 pandemic has caused disruptions
to supply chains around the world, notably
affecting the ability of several South African
mines to export manganese ore, providing
a temporary level of support to ore prices.
2019 also saw Chinese smelters switching to
ferrosilicon and older Chinese plants coming
back into the market, given the sustained
and elevated prices of 2018. This natural
supply response led to a price decline and
Platts reported the price of ferrosilicon to
Japan declining from US$1,260 per tonne
in December 2018 to US$1,038 at the end
of December 2019, a price last seen in early
2017. Given the early effects of the COVID-19
outbreak affecting Chinese supply chains,
we have, as a precaution, put two furnaces
at OM Sarawak on maintenance in February
2020 as we monitor the medium term impact
of the pandemic.
see
the
longer-term, we
In
solid
fundamentals for growth in the region,
especially in South East Asia where our
Malaysian smelter plant is located. New
investments in steel-making in the region
have materialised in the last two years,
following urbanisation and continued
infrastructure development. Indonesia in
particular consumes less than half the steel
its neighbours do on a per capita basis, and
has announced plans to increase spending
on infrastructure, as well as its planned
relocation of its capital to Kalimantan which
is expected to create a brief surge in steel
demand.
As announced in October 2019, we are
pleased to advise that we will be pursuing
the opportunity of a secondary listing of
ordinary shares on Bursa Malaysia, the main
bourse in Malaysia. Solid interest in the
domestic market in our smelter project and
SCORE (the Sarawak Corridor Of Renewable
Energy) is evident from local coverage and
investor visits. The Board believes this will
broaden our shareholder base and improve
trading liquidity. Relevant approvals are
being sought as this will be the first listing
of its kind involving shares possibly being
traded on the ASX and Bursa Malaysia, and
we look forward to updating shareholders in
the coming months. It is also meaningful to
note that a long-time shareholder, Stratford
Sun, who was sold to Chinese owners in
2017, has this year progressively exited
its position as a substantial shareholder,
reducing its shareholding position from 8%
to 2%.
As we have done in 2019, we will be
continuing to reduce our overall debt as a
matter of priority as the cost of financing
impacts upon our assets, especially the
smelting division. In 2019, notwithstanding
temporary
and market
headwinds, we achieved a solid EBITDA
of A$154.5 million in FY2019, with a net
cash generation from operating activities
of A$98.7 million. This was a decline from
the record figure of 2018 but is a strong
disruptions
sign of our assets’ ability to generate cash
even during more challenging market
circumstances. With an earnings per share
of A$0.0769, I am pleased to report that we
have declared a final dividend of A$0.01
per share (for a total of A$0.02 per share in
FY 2019), in appreciation of shareholders
who have stood by us during this period.
However, as the scale, duration, and longer-
term effects of the COVID-19 pandemic
cannot yet be clearly assessed, A$0.005 per
share of the final dividend has since been
deferred and will be subject to review by the
Board in August 2020.
Given the current COVID-19 operating
environment, our priority is the safety
and wellbeing of our employees, their
families and the communities in which
we operate. We have established at each
of our key business units site-specific
infectious disease management plans
which aim to minimise the risk of infection
and ensure the preparedness in the event
of an infection. Our investment in the
Tshipi Borwa mine in South Africa was
earlier subjected to a national lockdown.
However, at the time of writing, the mine
has since received approvals to partially
restart operations after taking the necessary
safety precautions. With this exception,
we have otherwise maintained operational
continuity across all production assets,
including their relevant supply chains.
The pace at which the Chinese economy
normalises relative to other countries will
determine how markets evolve in 2020.
However given continued uncertainty in
relation to the full impacts and duration of
the pandemic, we will continue to provide
further updates as required.
We remain focused and committed to our
long-term sustainable profitability of all
our business operations, and given the
uncertainties in the global environment
post-COVID-19, our overriding objectives
at this point in time are to keep our people
safe and healthy, and to keep our operations
running
in a stable and sustainable
manner. We also look forward to the final
commissioning phase of both our ultra-fines
processing facility at the Bootu Creek mine
and our sinter plant at OM Sarawak, two
cost saving initiatives that were delayed last
year as a result of uncontrollable conditions.
team,
I would like to thank my fellow Directors,
our management
employees,
contractors and stakeholders who made last
year’s results possible and who are helping
to realise every step of this vision. The work
that we do would not be possible without
your ongoing support for which we are
appreciative.
LOW NGEE TONG
Executive Chairman
01
OM Holdings Limited | Annual Report 2019
DIRECTORS
Low Ngee Tong
Executive Chairman
Mr Low is a qualified Mechanical Engineer, having graduated from the National University
of Singapore. He has over 38 years of experience in the steel, ferro alloy and building
materials industries in Asia. That experience was gained with Chiyoda Limited, a global
Japanese civil engineering group, Intraco Limited, Intraco Resources Pte Limited, and C
Itoh Limited, a significant Japanese metals trading house. Mr Low has demonstrated a
significant network for marketing in China and internationally. He was the Chief Executive
Officer of OMH since its incorporation and subsequent listing in 1998. In October 2008,
Mr Low became the Executive Chairman of OMH. Mr Low’s business relationships and
reputation with several large multinational corporations in Asia have enabled OMH to
successfully establish its profitable operations based in Singapore and extending to China,
Malaysia, South Africa and Australia.
Zainul Abidin Rasheed
Independent Deputy Chairman
Mr Zainul Abidin graduated with a Bachelor of Arts (Honours) in Economics and Malay
Studies from the University of Singapore. Mr Zainul was, until 2011, a Member of Parliament
(from 1997) and served as the Senior Minister of the State for the Ministry of Foreign Affairs
of the Government of Singapore, a position he held since 2006. Prior to serving in government
service, Mr Zainul had an outstanding career in journalism which included the positions of
Editor of Berita Harian, The Singapore Business, The Sunday Times and Associate Editor of
The Straits Times.
Mr Zainul currently serves as the Ambassador to Kuwait (Non-Resident) and the Foreign
Minister’s Special Envoy to the Middle East. Mr Zainul is also currently a Corporate Adviser
to Singapore’s Temasek International Pte Ltd, and is a member of the Nanyang Technological
University Board of Trustees and Board of Directors of Mediacorp.
Mr Zainul served numerous government agencies, councils and civic organizations
including Executive Secretary of the Singapore Port Workers’ Union, a member of the Board
of Directors of the Port of Singapore Authority, President of the Singapore Islamic Religious
Council, Chairman of the Malay Heritage Foundation, Chief Executive Officer of the Council
for the Development of the Malay/Muslim Community (MENDAKI), the Council for Security
Co-operation in the Asia Pacific, the National University of Singapore Council as well as
being the Patron of the Singapore Rugby Union and Adviser to the Hockey Federation.
Mr Zainul Abidin is a member of the Company’s Audit and Remuneration Committees.
Julie Anne Wolseley
Non-Executive Director & Joint Company Secretary
Ms Wolseley holds a Bachelor of Commerce degree and is a Chartered Accountant. She
is the Principal of a corporate advisory company and has over 28 years of experience
as Company Secretary to a number of ASX-listed companies operating primarily in the
resources sector. Previously Ms Wolseley was an Audit Manager both in Australia and
overseas for an international accounting firm. Her expertise includes corporate secretarial,
management accounting, financial and management reporting in the mining industry,
IPOs, capital raisings, cash flow modelling and corporate governance. Ms Wolseley
is also a board member of Aquinas College, an independent school for boys in Perth,
Western Australia. Ms Wolseley is a member of the Company’s Audit and Remuneration
Committees.
02
OM Holdings Limited | Annual Report 2019 DIRECTORS
Tan Peng Chin
Independent Non-Executive Director
Mr Tan Peng Chin was the founder, managing director and consultant of Tan Peng Chin LLC
until he retired from the firm on 31 December 2015. Mr Tan was also a Notary Public and
Commissioner for Oaths from 1995 to 2015. He is presently an Accredited Mediator with the
Singapore Mediation Center. Mr Tan’s legal expertise includes corporate finance, banking,
company and commercial laws, international trade, joint ventures and issues concerning
shareholders and directors. In addition, Mr Tan has acted in numerous cross border transactions
in the course of his legal career spanning more than 35 years. Mr Tan has served as an
Independent Director in numerous Singapore-listed companies since 1996.
He was also a member of the Institutional Review Board of the Singapore National Cancer Center
from 2007 to 2014. Mr Tan was instrumental in setting up and is currently the Vice Chairman of
Clarity Singapore Limited, a charity under the auspices of Caritas (the Catholic Church) to assist
persons suffering from mental illnesses. Mr Tan has also volunteered with various charities
including Christian Outreach for the Handicapped and the Roman Catholic Prison Ministry.
With his board experience in various companies in Asia and his legal expertise, Mr Tan is able
to assist the Company in its strategic pursuits. He has been a Non-Executive Director since 14
September 2007. Mr Tan is the Chairman of the Remuneration Committee.
Thomas Teo Liang Huat
Independent Non-Executive Director
Mr Teo holds a Master of Business in Information Technology from the Royal Melbourne
Institute of Technology and a Bachelor of Accountancy degree from the National University
of Singapore. He is also a fellow member of the Institute of Singapore Chartered Accountants.
Mr Teo is the Executive Director and Chief Financial Officer of G.K. Goh Holdings Limited,
a diversified Singapore-listed investment group. Mr Teo’s executive responsibilities include
financial and investment management as well as board representation on various subsidiaries
and associates. Mr Teo joined the Board on 17 July 2008. Mr Teo is the Chairman of the Audit
Committee and a member of the Remuneration Committee.
Peter C Church OAM (FAICD)
Independent Non-Executive Director
Mr Church is an Australian commercial lawyer who resides in Australia and Singapore. Mr
Church has had a career spanning more than 40 years encompassing significant experience
throughout South East Asia and India, including providing legal and corporate services on
numerous regional projects. Mr Church was a senior partner with the leading Australian and
regional law firm now known as Herbert Smith Freehills, and was its Asian Regional Managing
Partner at the time he retired from the firm.
Mr Church holds a Bachelor of Commerce (from the University of New South Wales) a Bachelor
of Laws (from the University of Sydney), a Master of Laws (from the University of London) and a
Doctorate of Humane Letters (from Sri Sharada Institute of Indian Management in New Delhi).
Mr Church is also a Fellow of the Australian Institute of Company Directors.
In 1994, Mr Church was awarded the Medal of the Order of Australia (OAM) by the Australian
Government for his promotion of business between Australia and South East Asia. Presently,
Mr Church is the Chairman of AFG Venture Group, an Australian and Asia corporate advisory
firm with various activities throughout Australia, South East Asia and India. He is also Special
Counsel to Stephenson Harwood, an English law firm with operations in multiple jurisdictions
including London, Hong Kong and Singapore. Mr Church is also a non-executive director of a
number of corporations and not for profit organizations. He also holds professorial appointments
at Curtin University in Perth, Great Lakes Institute of Management in Chennai and Sri Sharada
Institute of Indian Management in New Delhi.
Mr Church joined the Board on 12 December 2011.
Mr Church is a member of the Audit Committee. Mr Church is viewed as having substantial
legal, corporate and business experience enabling him to make a strong strategic contribution to
the Company.
03
OM Holdings Limited | Annual Report 2019 KEY MANAGEMENT
NAME
POSITION
Heng Siow Kwee
Group HR Director, Managing Director, OMS
Betty Tan
Eugene Tan
Group Financial Controller, OMH
Senior Financial controller, OMH
Fanie Van Jaarsveld
Managing Director, OMM
Goh Ping Choon
General Manager, OMS
Chen Xiao Dong
Chairman, OMQ, Managing Director, OM Sarawak
Dai Han Ping
General Manager, Production, OM Sarawak
Lisa Chee
General Manager, HR, OM Sarawak
Choi Pik Choing
Deputy General Manager, Accounts & Finance, OM Sarawak
Liu Xianfeng
Deputy General Manager, Costing, OM Sarawak
Don Heng
Managing Director, OM Malaysia, Logistic
Mustapha Bin Ismuni
Managing Director, OM Resources Malaysia
Pu Guo Liang
General Manager, OMA
04
OM Holdings Limited | Annual Report 2019 CORPORATE DIRECTORY
Directors
Low Ngee Tong
(Executive Chairman)
Name of Bankers
Bank of China
Zainul Abidin Rasheed
(Independent Deputy Chairman)
CIMB Bank
Julie Anne Wolseley
(Non-Executive Director)
Commonwealth Bank of Australia
Tan Peng Chin
(Independent Non-Executive Director)
Export-Import Bank of Malaysia Berhad
Thomas Teo Liang Huat
(Independent Non-Executive Director)
Malayan Banking Berhad
Peter Church OAM
(Independent Non-Executive Director)
RHB Bank Berhad
Standard Chartered Bank
Name and Address of Auditors
Foo Kon Tan LLP
Public Accountants and Chartered Accountants
24 Raffles Place , #07-03
Clifford Centre
Singapore 048621
Name and Address of Appointed Australian
Agent and Australian Registered Office:
OM Holdings (Australia) Pty Ltd
102 Angelo Street
South Perth, WA 6151
Name of Bermuda Resident Representative
Conyers Corporate Services (Bermuda) Limited
Website
: www.omholdingsltd.com
ASX Code
: OMH
Company Secretaries
Heng Siow Kwee
Julie Anne Wolseley
Conyers Corporate Services (Bermuda) Limited
ADDRESS OF COMPANY AND REGISTRIES
The address of the Corporate Office of the Company:
10 Eunos Road 8
#09-03A Singapore Post Centre
Singapore 408600
Telephone
: (65) 6346 5515
Facsimile
: (65) 6342 2242
Email
: om@ommaterials.com
The address of the Bermuda Registered Office:
Clarendon House
2 Church Street, Hamilton HM 11
Bermuda
The address of the Company’s
Principal Share Registry in Bermuda:
Conyers Corporate Services (Bermuda) Limited
Clarendon House
2 Church Street, Hamilton HM 11
Bermuda
The address of the Company’s
Branch Share Registry in Australia:
Computershare Investor Services Pty Ltd
Level 11
172 St Georges Terrace
Perth, Western Australia 6000
Telephone
: (618) 9323 2000
Investor Enquiries
(within Australia)
: 1300 850 505
(outside Australia) : (613) 9415 4000
: (618) 9323 2033
Facsimile
: www.computershare.com
Website
05
OM Holdings Limited | Annual Report 2019 CORPORATE STRUCTURE
(Incorporated in Bermuda)
Listed on ASX on 19 March 1998
100%
(OMM)
OM (Manganese) Ltd
(Incorporated in Australia)
100%
(OMH BVI)
OM Holdings (B.V.I) Ltd
(Incorporated in B.V.I)
100%
(OM Mauritius)
OMH (Mauritius) Corp.
(Incorporated in Mauritius)
100%
(OMR)
OM Resources (HK) Limited
(Incorporated in Hong Kong)
26%
(NMPL)
Ntsimbintle Mining (Pty) Limited
(Incorporated in South Africa)
Subsidiaries
Associates
100%
(OMR Malaysia)
OM Resources (M) Sdn.Bhd.
(Incorporated in Malaysia)
100%
(OMS)
OM Materials (S) Pte Ltd
(Incorporated in Singapore)
100%
(OM Trades)
OM Materials Trade (S) Pte Ltd
(Incorporated in Singapore)
60%
(OM ANR)
OM (ANR) Resources Sdn.Bhd.
(Incorporated in Malaysia)
100%
(OMQT)
OM Materials Trading
(Qinzhou) Co Ltd
(Incorporated in China)
100%
(OM Tshipi)
OM Tshipi (S) Pte Ltd
(Incorporated in Singapore)
75%
(OM Sarawak)
OM Materials (Sarawak) Sdn.Bhd.
(Incorporated in Malaysia)
100%
(OMQ)
OM Materials (Qinzhou) Co Ltd
(Incorporated in China)
75%
(OM Samalaju)
OM Materials (Samalaju) Sdn.Bhd.
(Incorporated in Malaysia)
70%
(OMA)
OM Hujin Science & Trade (Shanghai)
Co Ltd (Incorporated in China)
100%
(OM Malaysia)
OM Materials (M) Sdn.Bhd.
(Incorporated in Malaysia)
33.33%
(OM Japan)
OM Materials Japan Co.,Ltd
(Incorporated in Japan)
as at 31 December 2019
06
OM Holdings Limited | Annual Report 2019 Revenue
(A$’million)
FY2018
FY2019
1,510.4
1,026.5
FY2015
338.5
FINANCIAL HIGHLIGHTS
5 YEAR’S GROUP FINANCIAL HIGHLIGHTS
Financial years ended
31 December
2019
A$'million
2018
A$'million
2017
A$'million
2016
A$'million
2015
A$'million
Revenue
1,026.5
1,510.4
988.2
414.2
338.5
Profit/(loss) before
income tax
Profit/(loss) attributable to
owners of the Company
58.9
236.9
72.6
(8.1)
(131.6)
56.6
161.7
92.7
7.9
(122.1)
FY2016
414.2
Total assets
1,202.7
1,278.2
1,177.1
1,196.2
1,103.8
FY2017
FY2018
FY2019
988.2
Shareholders' funds
424.9
388.6
228.0
139.7
87.2
1,510.4
Net tangible assets
424.9
388.6
228.0
139.7
87.2
1,026.5
A$
A$
A$
A$
A$
Total Assets Per Share
(A$)
FY2018
FY2019
1.74
1.63
FY2015
FY2016
FY2017
FY2018
FY2019
1.51
1.64
1.61
1.74
1.63
Gross Profit
(A$’million)
FY2018
FY2019
353.3
152.5
FY2015
6.1
FY2016
60.1
Total assets per share
1.63
1.74
1.61
1.64
1.51
A$ cents A$ cents A$ cents A$ cents A$ cents
Net asset backing per
share
Basic profit/(loss) per
share
68.94
61.24
39.34
27.68
16.36
7.69
22.05
12.67
1.08
(16.69)
2019
2018
2017
2016
2015
Gross profit (A$ million)
152.5
353.3
209.6
60.1
6.1
Gross profit margin (%)
14.9
23.4
21.2
14.5
1.8
SALES BY INTERNATIONAL REGIONS
Region
2019
2018
2017
2016
2015
%
%
%
%
%
Europe
7.7
9.8
12.2
3.6
10.7
Middle East
3.9
5.5
6.1
1.6
-
Asia Pacific
83.6
82.1
77.0
93.2
86.7
FY2017
FY2018
FY2019
Africa
Others
Total
353.3
209.6
152.5
0.2
0.1
0.7
0.2
-
4.6
2.5
4.0
1.4
2.6
100.0
100.0
100.0
100.0
100.0
07
(OM Tshipi)
OM Tshipi (S) Pte Ltd
(Incorporated in Singapore)
OM Holdings Limited | Annual Report 2019
GROUP OVERVIEW
KEY OPERATING ENTITIES OF OM
HOLDINGS GROUP
OMH is the investment holding company of
the Group. The main operating entities within
the Group are outlined below.
OM Materials (Qinzhou) Trading Co Ltd
(“OMQT”) – OMQT is the distribution arm of OMS
in China. This company supports the operations of
OMS and distributes and trades materials in China.
OM Materials Qinzhou Co Ltd (“OMQ”)
– OMQ owns and operates a manganese alloy smelter
in Qinzhou, Guangxi province, China. The smelter is
located approximately 1km from the Qinzhou port,
providing OMQ a competitive advantage with respect
to ease of access to seaborne manganese ore. OMQ also
provides the Group with intangible benefits such as
market intelligence and insight into smelter economics
in China.
OM Materials (S) Pte Ltd (“OMS”) – OMS,
based in Singapore, is the strategic trading hub of the
Group. It handles the logistics, marketing, product
flow and distribution of the Group’s activities. Core
businesses of OMS include equity ore sales from Bootu
Creek, marketing of OM Sarawak’s alloy production,
as well as distribution of third party ores to the
Group’s global network of customers.
08
OM Holdings Limited | Annual Report 2019 OM Holdings Limited (“OMH” or the “Company”) and its subsidiaries (collectively the “Group”)
has an established track record of over 20 years in exploration, project development, operations
and marketing and trading. With vertically integrated operations globally in exploration, mining,
smelting, sintering and marketing and trading, the Group is able to capture significant value and
margins along the entire value chain.
The Group’s three core businesses are the exploration and mining of manganese ore, production of
manganese alloys and ferrosilicon and the marketing and trading of manganese ore and ferroalloys.
Today, the Group is one of the world’s major manganese ore, ferrosilicon and manganese alloy
producers.
OM Materials (Sarawak) Sdn Bhd (“OM
Sarawak”) – OM Sarawak owns and operates
a ferrosilicon and manganese alloy smelter
in
Sarawak, East Malaysia, with an annual production
capacity of approximately 200,000 to 210,000 tonnes
of ferrosilicon, and approximately 250,000 to 300,000
tonnes of manganese alloy.
OMH (Mauritius) Corp (“OM Mauritius”)
– OM Mauritius has a 13% effective interest in the
Tshipi Borwa Manganese mine located in the world-
class Kalahari Manganese field located in the Northern
Cape of South Africa. The Tshipi Borwa Manganese
mine currently has a production rate of approximately
3.3 to 3.6 million tonnes per annum and the Group
also markets its 13% effective interest rate of the mine’s
annual production.
OM (Manganese) Ltd (“OMM”) – OMM owns
and operates the Bootu Creek manganese mine in the
Northern Territory of Australia. The Bootu Creek
mine is located approximately 110km north of Tennant
Creek. Mining operations commenced in November
2005 and the first batch of ore was processed in April
2006. In 2019, the mine’s mining operations were
temporarily suspended for about 4 months. In-pit
mining operations resumed in December 2019.
09
OM Holdings Limited | Annual Report 2019 PROCESSING AND SMELTING OPERATIONAL REVIEW
SAMALAJU SMELTING COMPLEX
HIGHLIGHTS
Ferrosilicon annual production
230,735 tonnes
Manganese alloy annual production
248,163 tonnes
Ferrosilicon sold and exported
219,828 tonnes
Manganese alloy sold and exported
240,280 tonnes
Nominated power capacity increased to
430 MW from 350 MW
Physical construction of expansion projects
completed. Successful cold commissioning of
sinter plant in Q4 2019.
OVERVIEW
OM Materials (Sarawak) Sdn Bhd (“OM Sarawak”) and OM Materials (Samalaju) Sdn Bhd (“OM Samalaju”), both 75:25 joint venture
between OMH and Cahya Mata Sarawak Berhad (“CMSB”), a conglomerate listed on the Main Market of Bursa Malaysia, is the owner of the
Ferroalloy Smelting Project in Sarawak, Malaysia (the “Plant”). The Plant consists of 8 main workshops with a total of 16 units of 25.5 MVA
furnaces, of which 10 furnaces are allocated for the production of ferrosilicon and 6 units have been modified to produce manganese alloy.
The Plant has a design production capacity of 200,000 to 210,000 tonnes of ferrosilicon and 250,000 to 300,000 tonnes of manganese alloy
per annum. To date, production of ferrosilicon, silicomanganese and high carbon ferromanganese have exceeded their respective furnace
design capacities during the year.
PLANT CONSTRUCTION & DEVELOPMENT
As of 31 December 2019, physical construction of the Phase II-A expansion projects which included sheltered warehouses, a sinter plant and
laboratory were completed, with the handover phase currently underway. Cold commissioning of the sinter plant was completed in late
2019 and hot commissioning is expected to be completed within the first half of FY2020. These capital expenditure initiatives will create
further savings in internal logistics, drive efficiencies, and further enhance the Plant’s operational capabilities.
10
OM Holdings Limited | Annual Report 2019 PROCESSING AND SMELTING OPERATIONAL REVIEW
SAMALAJU SMELTING COMPLEX
Finished Product
Warehouse
Sinter
Plant
Laboratory
Manganese Ore Storage Shed
Semi Coke Storage Shed
OPERATIONS
In 2019, 16 furnaces were in operation with 10 furnaces producing ferrosilicon and 6 furnaces producing manganese alloy. One manganese
alloy furnace was shut down in November 2019 for repair and maintenance works.
Record annual production of 230,735 tonnes of ferrosilicon and 248,163 tonnes of manganese alloy, which comprised silicomanganese and
high carbon ferromanganese, were achieved during the year 2019. Ferrosilicon production increased by approximately 4.6% compared to
year 2018. For manganese alloy production, there was an increase of 2.4% or 5,822 tonnes as compared to the previous year.
During the year, the global economic growth continued to be impacted by the trade tensions between the United States and China. The
Group’s export volumes for ferrosilicon and manganese alloy remained healthy but dropped marginally to 219,828 tonnes and 240,280
tonnes in 2019 from 225,749 tonnes and 241,166 tonnes respectively in 2018.
In the quarter ended 30 September 2019, OM Sarawak also successfully secured an increase in its annual nominated power capacity from
350 MW to 430 MW. The additional power capacity will take effect from FY2022. This increase will underpin the Plant’s power requirements
to support its expansion plans over the next few years.
As at 31st December 2019, 1,240 local workers were employed, representing approximately 59% of the total workforce. OM Sarawak is
committed to increasing its local workforce through continuous upskilling and training programs in its smelting operations. Trainings
were conducted in-house by experienced operators and smelting engineers from China. In addition, emphasis was placed on recruiting
local talents through strong collaboration with local universities and active participation in career fairs.
11
OM Holdings Limited | Annual Report 2019 PROCESSING AND SMELTING OPERATIONAL REVIEW
SAMALAJU SMELTING COMPLEX
In 2020, OM Sarawak will focus on optimizing sinter ore production and producing higher value added products. With the completion
of the Phase II-A expansion projects, the next phase of expansion projects will focus on increasing manganese smelting capacity and
producing metallic silicon, a higher value added product with diverse industrial applications.
Table 1: Production & Sales
Product
(tonnes)
Production
Years ended 31 December
2019
2018
2017
2016
2015
Ferrosilicon (FeSi)
230,735
220,515
174,540
126,261
104,554
Manganese Alloy (SiMn, HCFeMn)
248,163
242,341
173,911
876
-
Sales
Ferrosilicon (FeSi)
219,828
225,749
182,316
129,025
73,388
Manganese Alloy (SiMn, HCFeMn)
240,280
241,166
159,533
222
-
Annual Ferroalloy Production
s
e
n
n
o
T
300,000
250,000
200,000
150,000
100,000
50,000
0
s
e
n
n
o
T
300,000
250,000
200,000
150,000
100,000
50,000
0
12
2015
2016
2017
Year
2018
2019
Ferrosilicon (FeSi)
Manganese Alloy (SiMn, HCFeMn)
Annual Ferroalloy Sales
2015
2016
2017
Year
2018
2019
Ferrosilicon (FeSi)
Manganese Alloy (SiMn, HCFeMn)
OM Holdings Limited | Annual Report 2019 MARKETING AND TRADING
OPERATIONAL REVIEW
HIGHLIGHTS
Tonnage of ores and alloys transacted in 2019
1,731,291 tonnes
OVERVIEW AND UPDATE IN 2019
2019 was a challenging year for steel production where major
economies lowered steel production operating rates, in turn
affecting the global demand for ferroalloys. China’s steel production
growth slowed down from 10% in 2018 to 7% in 2019. Excluding
China, world steel production experienced a 2% contraction since
2018.
According to World Steel, Asia accounted for 72% of global steel
production in 2019, with emerging South East Asian countries
leading the growth. With weaker steel prices combined with lower
steel production rates in developed countries, the Group continued
to leverage on its proximity to growing South East Asian steel
markets. Growth of basic infrastructure is anticipated in the long
run with rapid urbanization growth forecast in this region.
The manganese ore market experienced a continuous downward
trend on ore pricing during the year. Despite a strong demand
for high grade manganese ore in China, sustained and elevated
exports of manganese ore led to higher port inventories in China,
depressing ore prices globally. The temporary disruption of ore
supply at the Bootu Creek mine resulted in lower tonnages of ore
traded in 2019. This is expected to normalize in 2020 following the
resumption of mining activities in late December 2019.
2019 SALES BY GEOGRAPHICAL SEGMENT
Comparison sales to International Regions:
Region
Asia Pacific
Europe
Middle East
Africa
Others
Total
2019
%
83.6
7.7
3.9
0.2
4.6
100.0
2018
%
82.1
9.8
5.5
0.1
2.5
100.0
2017
%
77.0
12.2
6.1
0.7
4.0
100.0
2016
%
93.2
3.6
1.6
0.2
1.4
100.0
2015
%
86.7
10.7
-
-
2.6
100.0
13
OM Holdings Limited | Annual Report 2019 MINING OPERATIONAL REVIEW
BOOTU CREEK MINE
HIGHLIGHTS
Annual production of manganese ore
570,090 tonnes with
an average grade of 33.71 % Mn
Sales of manganese ore
621,546 tonnes with
an average grade of 33.86 % Mn
Mineral resource
10.03 million tonnes
at 16.51% Mn
OVERVIEW
OM (Manganese) Ltd (“OMM”) is a wholly owned subsidiary of
the Company and one of the Group’s core businesses with its main
activities being exploration and mining of manganese ore at the
Bootu Creek Mine. The Bootu Creek Mine is located 110km north
of Tennant Creek in the Northern Territory of Australia. OMM’s
principal administration office is in Perth.
The exploration and subsequent development of the Bootu
Creek Project commenced in September 2001. Mining operations
commenced in November 2005 and the first batch of ore was
processed in April 2006.
The main mineral lease (ML24031) is in the Bootu Creek area on
pastoral leases, where the mining and processing operations
are based and where the currently defined Mineral Resources
(excluding Renner West deposit, located on EL28041) and Ore
Reserves have been identified.
Figure 1. Bootu Creek Manganese Mine Site Location
A preliminary feasibility study including metallurgical test work
and mine assessment of the Renner West Inferred Resource is
planned for 2020 with a view to upgrade the deposit to Ore Reserve
status. The Renner Springs Project area is located approximately
70km northwest of the Bootu Creek mine site covering an extensive
dolomite-siltstone sequence which hosts several shallow dipping
and flat lying manganese occurrences.
The Bootu Creek Project area contains several manganese deposits
located along the western and eastern limbs of the Bootu syncline.
The individual mineralised horizons are generally strata-bound
in character and can persist over strike lengths of up to 3km. The
Mineral Resources defined to date at the project are long shallow,
gently dipping deposits amenable to open-pit mining.
Mining at the Bootu Creek Mine is carried out using a conventional
open-cut method of mining, blasting and excavation using
hydraulic excavators and dump trucks.
The Bootu Creek plant is a relatively simple crushing and screening
operation, followed by heavy media separation (HMS) to concentrate
the manganese minerals. The plant is comprised of two separately
built processing plants. The original primary processing plant (PPP)
was commissioned in 2006 and processes the Run of Mine (ROM)
ore while the secondary processing plant (SPP) commissioned in
December 2009 abuts the PPP and selectively processes drum plant
rejects and washed fines from the PPP and previously stockpiled
drum plant rejects.
14
OM Holdings Limited | Annual Report 2019 MINING OPERATIONAL REVIEW
BOOTU CREEK MINE
The PPP was designed to produce a nominal 550,000 tonnes of product per annum, comprising about 420,000 tonnes of lump and about
130,000 tonnes of fines. Numerous capital upgrading and improvements increased its production capacity to approximately 800,000 tonnes
of product per annum. With the commissioning of the SPP in 2009, the combined production capacity from the two plants is approximately
1 million tonnes per annum dependent upon the characteristics of the ore being fed.
The processing of manganese ore is described diagrammatically below:
Figure 1. Bootu Creek Manganese Mine Site Location
Figure 2. Bootu Creek Manganese Processing Plant Schematic
Figure 3. Bootu Creek location and Tenement plan
Manganese product produced on the mine site is transported 60km to the Muckaty Rail Siding on a sealed private road and then
approximately 800km to the Port of Darwin via the Alice Springs to Darwin rail line.
Manganese product is stockpiled at the rail head at the Port of Darwin prior to being transported to the port ship loader and loaded onto
vessels for shipping to overseas markets. OMM achieved production of 570,090 tonnes at an average grade of 33.71% Mn for the year ended
31 December 2019. The mining strategy was centered around two fleets focused on the East limb deposits of Chugga Far North and on the
West limb deposits of Masai 2, Tourag and Yaka 4.
A fatal accident occurred at the Bootu Creek Mine on 24 August 2019 and an employee was fatally injured. Mining operations immediately
ceased and approval to recommence was granted on 23 December 2019. Safety and risk mitigation practices and procedures are in place for
all operations.
For 2020, mining will continue on the West limb in Masai 2, 3 and 4 deposits, with planned cutbacks on the East limb in Shekuma and
Chugga Far North deposits later in the year. With mining on the West limb continuing with planned cutbacks on the East limb, the mining
operational requirement will increase to three digger fleets and 12 haul trucks for a period of 6 months. This will ensure a sustainable ore
supply to the ROM as well as the building up of significant ROM stocks, de-risking the wet season weather impacts on the Bootu Mine
operation.
Higher grade ores from the Shekuma and Chugga Far North combined with moderate grades from Masai deposits, will form the basis of
plant feed for the next 2 years maintaining the current processing plant mass yields.
During the 2019 financial year, a total of 612,537 tonnes of manganese product was exported through the Port of Darwin, with an additional
9,009 tonnes sold domestically.
15
OM Holdings Limited | Annual Report 2019 MINING OPERATIONAL REVIEW
BOOTU CREEK MINE
Mining
Total Material Mined
Ore Mined - Tonnes
Ore Mined - Mn Grade
Production
Lump - Tonnes
Lump - Mn Grade
Fines/SPP - Tonnes
Fines/SPP - Mn Grade
Total Production - Tonnes
Total Production - Mn Grade
Sales
Lump - Tonnes
Lump - Mn Grade
Fines/SPP - Tonnes
Fines/SPP - Mn Grade
Total Sales - Tonnes
Total Sales - Mn Grade
Unit
2019
2018
2017
2016
2015
2014
Years ended 31 December
bcms
dt's
%
5,748,339
1,034,190
20.48
8,426,107
1,819,012
21.94
5,970,784
1,587,630
21.32
dt's
%
dt's
%
dt's
%
dt's
%
dt's
%
dt's
%
438,509
32.83
131,581
36.62
570,090
33.71
452,774
32.91
168,772
36.40
621,546
33.86
622,279
35.50
191,761
36.64
814,040
35.77
593,778
35.66
203,238
36.62
797,015
35.90
465,235
35.60
190,914
36.50
656,149
35.87
462,234
35.61
184,385
36.60
646,619
35.89
-
-
-
-
-
-
-
-
-
119,470
35.75
68,674
37.22
188,144
36.29
5,417,733
1,918,140
22.51
7,398,605
2,043,786
22.46
549,575
35.22
211,295
36.99
760,870
35.71
475,503
35.16
163,548
37.08
639,051
35.65
637,774
35.32
252,564
37.15
890,338
35.84
686,069
35.51
277,083
37.28
963,153
36.02
Table 1. Bootu Creek Operations – Production
Annual Manganese Production
Bootu Creek Manganese Mine Ultra
Fines Processing Facility (UFP)
Metallurgical test work has been completed on
a laboratory scale as well as on site pilot plant
tests, indicating the amenability of reprocessing
Bootu Tailings and Heavy Media Separation
(HMS) plant reject material. This can be
achieved via a stand-alone ultra-fines circuit to
produce a saleable 37% Mn product. The plant
with a production capacity of 250,000 tonnes per
annum was commissioned in Q1 2020.
s
’
t
d
e
r
O
n
M
1,000,000
900,000
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
-
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016* 2017
2018
2019
Year
*Note – No production and mining activity conducted in FY2016
Annual Total Material Mined
s
’
M
C
B
s
n
o
i
l
l
i
M
14.00
12.00
10.00
8.00
6.00
4.00
2.00
-
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015 2016* 2017
2018
2019
Year
*Note – No production and mining activity conducted in FY2016
Annual Manganese Shipments
s
’
t
d
e
r
O
n
M
1,200,000
1,000,000
800,000
600,000
400,000
200,000
-
16
Figure 4. Ultra Fines Processing Facility
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Year
OM Holdings Limited | Annual Report 2019
MINING OPERATIONAL REVIEW
BOOTU CREEK MINE
Bootu Creek Mineral Resource Reserve and Ore Reserve at 31 December 2019
The 31 December 2018 Ore Reserve of 4.38 million tonnes was depleted in 2019 by the processing of 1.03 million tonnes of mined ore and
0.74 million tonnes of SPP and ROM stocks, leaving a residual of 2.61 million tonnes. This compared with the 31 December 2019 Ore Reserve
of 2.83 million tonnes (excluding recently added UFP stocks). The newly added lower grade UFP stocks of 6.10 million tonnes will feed the
new UFP plant and increase the overall 31 December 2019 Ore Reserve to 8.93 million tonnes.
The In-situ 31 December 2019 Mineral Resource of 3.83 million tonnes (including SPP stocks) includes the newly added optimized pit shells
for Masai 4 (0.23 million tonnes), Foldnose (0.28 million tonnes) and Zulu South (0.23 million tonnes). The recently added UFP feed stocks
increase the overall Mineral Resource to 10.03 million tonnes.
31 December 2019
31 December 2018
Million
Tonnes
10.03
8.93
%
Mn
16.51
15.29
Million
Tonnes
4.78
4.38
%
Mn
22.89
21.31
Change
Million
Tonnes
+5.25
+4.55
Mineral Resource
Ore Reserve
Table 2. Comparison of Mineral Resource and Ore Reserve for 31 Dec 2019 with 31 Dec 2018
The Bootu Creek Mineral Resource and Ore Reserve estimates have been completed in accordance with the JORC Code (2012 edition).
Bootu Creek Mineral Resource as at 31 December 2019
Measured
Indicated
Inferred
Combined*
Undiluted
Deposit:
CFN
Masai
Shekuma
Tourag
Foldnose
Zulu South
Renner West
Insitu Resource*
ROM Stocks
SPP Stocks
UFP Tailings
UFP Rejects
Mt
0.43
0.10
0.34
0.87
0.00
0.10
%Mn
23.00
22.69
22.67
22.84
0.00
18.55
Mt
0.73
0.69
0.42
0.33
0.28
0.23
0.28
2.96
3.10
3.00
9.06
%Mn
23.00
23.46
25.03
22.72
20.65
20.91
22.26
22.91
10.99
13.97
15.88
Mt
%Mn
0.00
0.00
Mt
0.73
1.12
0.52
0.67
0.28
0.23
0.28
3.83
0.00
0.10
3.10
3.00
%Mn
23.00
23.29
24.58
22.69
20.65
20.91
22.26
22.90
0.00
18.55
10.99
13.97
0.00
0.00
10.03
*Rounding gives rise to unit discrepancies in this table
16.51
Total Resource*
0.97
22.38
Table 3. Bootu Creek Mineral Resource as at 31 December 2019
The Mineral Resources are based on a 15% Mn cut-off grade and
on an FOB Darwin Price of A$6.62/dmtu (US$4.50/dmtu) at a
foreign exchange rate of 0.68 (AUD: USD). Recently optimized pit
shells for Masai 4, Foldnose and Zulu South have been added to the
Mineral Resource inventory. Renner West Mineral Resource was
upgraded to an Indicated Mineral Resource following encouraging
metallurgical test work on core from three recent diamond drill
holes.
Feed stock for the recently constructed UFP Facility includes
tailings from Tailings Storage Facilities TSF1, TSF2 and TSF 3 based
on metallurgical test work from 2015 core sampling, and from
surveyed reject stockpiles located adjacent to the UFP facility and
in nearby pits.
Figure 5. Location Plan for the Bootu Creek Mineral Resource
as at 31 December 2019
17
OM Holdings Limited | Annual Report 2019 MINING OPERATIONAL REVIEW
BOOTU CREEK MINE
Bootu Creek Ore Reserve as at 31 December 2019
Diluted
Deposit:
CFN
Masai
Shekuma
Tourag
Insitu Reserve*
ROM Stocks
SPP Stocks
UFP Tailings
UFP Rejects
Total Resource*
Proved
%Mn
21.14
20.99
20.97
21.05
0.00
18.55
Mt
0.38
0.10
0.34
0.82
0.00
0.10
0.92
20.77
Mt
0.73
0.43
0.42
0.33
1.91
3.10
3.00
8.01
Probable
Combined*
%Mn
21.27
21.31
23.15
21.02
21.65
10.99
13.97
Mt
0.73
0.81
0.52
0.67
2.73
0.00
0.10
3.10
3.00
%Mn
21.27
21.23
22.74
20.99
21.47
0.00
18.55
10.99
13.97
14.66
8.93
*Rounding gives rise to unit discrepancies in this table
15.29
Table 4. Bootu Creek Ore Reserve as at 31 December 2019
The 1.55 million tonnes reduction in the 31 December 2019 insitu Ore Reserve (plus SPP Stocks), since 31 December 2018, compares favorably
to the 1.78 million tonnes of processed mine ore, SPP and ROM stocks in 2019. The 2.73 million tonnes of the 31 December 2019 insitu Ore
Reserve comprises the Life of Mine (LOM) pit designs, including the added Masai 4 Pit design of 0.23 million tonnes. SPP Stocks were
reduced to 0.10 million tonnes.
The FOB Darwin price of A$6.62/
dmtu used in the 31 December
2019 Ore Reserve was reduced
from the A$7.00/dmtu applied in
the 31 December 2018 Ore Reserve.
Revised mining, processing and
logistic costs were based on the
Bootu Creek 2020 Budget.
Figure 6. Location Plan for the Bootu Creek Ore Reserve as at 31 December 2019
2019 EXPLORATION PROGRAM
Exploration in 2019 was limited to a 6-hole (349 metres) Reverse Circulation (RC) drill program on EL28604 and a 3-hole (71.6 metres)
Diamond Drill Hole program on EL28041.
The RC program drill tested a recently discovered outcrop, referred to as Carruthers North prospect. Best intersections were 7 metres at
27.67% Mn from surface and 2 metres at 37.41% Mn from 38 metres in RSRC0321, and 5 metres at 24.22% Mn from surface in RSRC0323 (Table
2 on page 30). Follow up drilling in 2020 will test the strike length and down dip extent of the mineralisation.
The Diamond Drill Hole program was designed to provide core for metallurgical test work within the Renner West deposit. Better
intersections included 4.8 metres at 27.63% Mn from 4.0 metres in RSDD001, 2.7 metres at 28.2% Mn from 4.6 metres and 3.2 metres at 33.65%
Mn from 18.1 metres in RSDD002, and 4.2 metres at 26.81% Mn from 2.6 metres and 4.3 metres at 33.98% Mn from 6.8 metres in RSDD003
(Table 1 on page 30). Heavy Liquid Separation (HLS) metallurgical test work on core samples is continuing.
18
OM Holdings Limited | Annual Report 2019 MINING OPERATIONAL REVIEW
BOOTU CREEK MINE
EXPLORATION – BRYAH BASIN
(OMM – 10%, BRYAH RESOURCES
LIMITED – 90%)
In April 2019 OMM entered into a Farm-In and Joint
Venture Agreement with Bryah Resources Limited in
respect to the manganese rights to explore approximately
660 km2 of exploration tenements in the Bryah Basin,
located approximately 100-150 kilometres north of the
town of Meekatharra in central Western Australia.
The agreement includes the historic Horseshoe South
Manganese mine which was the largest manganese
mine in the region.
Figure 7. Bryah Basin Manganese Tenement Location Plan
Under the terms of the agreement OMM paid Bryah Resources Limited A$500,000 in two cash instalments and funded an additional
A$500,000 in exploration to earn its initial 10% Joint Venture interest by the end of August 2019.
The exploration work involved two programs of shallow Reverse Circulation drilling to test targets at the Horseshoe South Manganese
mine and the Black Hill, Brumby Creek, Devils Hill, Black Caviar and Black Cat prospects. In total 205 holes were drilled for 5,143 metres.
The results of the exploration drilling were sufficiently encouraging for OMM to proceed with Stage 2 of the Joint Venture whereby OMM
can elect to fund up to A$2.0 million in manganese exploration by 30 June 2022 to earn an additional 41% Joint Venture interest. Bryah
Resources Limited is currently the project manager for the Joint Venture and follow-up drilling is expected to commence in H1 2020.
The information in this report which relates to Reporting of Exploration Results, Mineral Resources and Ore Reserves estimation
is based on information compiled and checked by Mr Craig Reddell, an employee of OM (Manganese) Limited. Mr Reddell is
a Member of the Australian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent
Person as defined in the JORC 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources
and Ore Reserves”. Mr Reddell consents to the inclusion in the report of the matters based on this information in the form and
context in which it appears.
19
OM Holdings Limited | Annual Report 2019 TSHIPI É NTLE MANGANESE MINING PTY LTD
(“TSHIPI”)
HIGHLIGHTS
Tshipi Project Location
Tshipi exports totalled
3,432,058 tonnes
during calendar year 2019
OVERVIEW
OMH has an effective 13% interest in Tshipi
through its 26% strategic partnership with
Ntsimbintle Holdings Proprietary Limited, the
majority 50.1% owner of Tshipi. The remaining
49.9% share is owned by Jupiter Mines Limited.
Tshipi owns a manganese property in the world-class Kalahari Manganese field located in the Northern Cape of South Africa. The Kalahari
Manganese Field, which stretches for 35km long and is approximately 15km wide, hosting a significant portion of the world’s economically
mineable high grade manganese ore resources.
The Tshipi Borwa mine is an open pit manganese mine which commenced production in October 2012. In 2019 a total of 3,432,058 tonnes of
manganese ore were exported.
TSHIPI PROJECT LOCATION
The Tshipi Borwa Mine is located on the south western outer rim of the Kalahari Manganese Field making the ore resources shallower and
more amenable to open pit mining.
Tshipi Borwa ore commences at a depth of 70m below the surface and the ore is contained within a 30m to 45m thick mineralised zone
which occurs along the entire Borwa Property. The ore layer dips gradually to the north-west at approximately 5 degrees.
Tshipi’s strategy is to mine and process the lower 15m of the mineralised zone, commonly known as the bottom cut, as it bears a higher
grade ore. A portion of the upper 15m mineralised zone, referred to as the top cut, is planned to be stockpiled for possible use later.
Mining of Tshipi Borwa is a relatively simple truck and shovel open cast operation. Once exposed the manganese ore is drilled, blasted and
loaded onto trucks and hauled to the main ROM stockpile.
The ROM stockpile feeds the processing plant which is designed to treat approximately 3.3 to 3.6 million tonnes per annum of manganese
ore.
These products are stockpiled before loading through a state-of-the art load-out station onto railway trains or road trucks.
Inland transportation of manganese products from the mine site is carried out by rail, and complemented by a combination of road and
rail solutions to increase logistics capacity.
Tshipi’s product is then exported through (i) the Port Elizabeth bulk terminal; (ii) the Port Elizabeth multi-purpose terminal; or (iii) the
Saldanha multi-purpose terminal (from 2019 onwards).
Tshipi has recently conducted and completed a concept study on the expansion of the Tshipi Borwa Manganese Mine and a comprehensive
feasibility study is expected to commence shortly. The feasibility study will seek to examine the economics of an increase from the current
3.3 to 3.6 million tonnes per annum production level to a production profile of 4.5 million tonnes per annum. Such an uplift to the production
capability will be supported by the Tshipi Borwa’s existing ore reserves.
Tshipi Ownership Structure
OM Holdings Limited
100%
OMH (Mauritius) Corp
26%
Ntsimbintle Holdings
Proprietary Limited
74%
Jupiter Mines Limited
49.9%
Ntsimbintle Mining
Proprietary Limited
50.1%
Tshipi é Ntle Manganese
Mining Proprietary Limited
Tshipi Borwa Mine
20
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Mineral Resource estimation summary: The Bootu Creek manganese deposits are strata-bound, located at the contact between the
underlying dolomite-siltstone Attack Creek Formation and the overlying ridge forming sandstone of the Bootu Formation in the Tomkinson
Group, within the Ashburton Province of the Palaeozoic Tennant Creek Inlier. The mineralised manganese bearing sandstone horizon is
folded around the gentle NNW plunging Bootu Syncline, can be traced for 24km and dips around 30o towards the fold axis.
The manganese ore is supergene enriched within a deeply weathered profile. The Bootu Creek manganese resource models have a combined
strike length of 16 km, with deposit models ranging from 0.7 km to 2.9 km in length. Mineralisation widths vary from 3 m to 15 m and
ore mineralogy consists predominately of Pyrolusite and Cryptomelane in a silica rich gangue within the supergene zone, overlaying a
Rhodochrosite and Braunite unweathered zone at depths of greater than 90m from surface.
All Bootu Creek resource models, other than Renner West, are located within Mineral Lease ML24031, located 120 km north of Tennant
Creek, Northern Territory, Australia. The Renner West Inferred Mineral Resource is located on EL28041 and located 70 km NW of the Bootu
Creek mine site. Both tenements are granted, 100% owned by OMM and have no security of tenure issues at the time of reporting.
Resources at Bootu Creek (“BC”) are predominantly sampled by vertical 5.5” face sampling Reverse Circulation (RC) drilling (91% of total
drilled), HQ3 diamond (DD) drilling (2%) and open percussion (PC) drilling (7%), based on a nominal 50 m x 25 m spaced grid. Hole
depths range from 12 m to 156 m and collar locations are picked up by Mine Surveyors using MGA94 co-ordinates. The 31 December 2019
BC resource delineation dataset for Bootu Creek (trimmed to remaining resource models) comprised 682 drill holes for 45,192 metres and
the Renner West (RW) dataset had 145 drill holes for 6,284 metres. Tailings in TSF1, TSF2 and TSF 3 at Bootu Creek were sampled by 49 core
holes for 455 metres, drilled utilising a track mounted Power Probe earth core drill. The 9 diamond holes drilled in 2019, drilled within
current resource models, were to assess geotechnical parameters and metallurgical characteristics.
Sampling of RC holes is done on 1 metre downhole intervals and rotary split to produce approximately 3 kg samples. Intervals selected for
analysis are generally limited to visible manganese mineralisation and adjacent host rock. Mineralised diamond core is quarter sawn to
obtain 1 metre or geological intervals, with half core retained for density determination and metallurgical test work. Earth core samples
were at 1.2 metre downhole intervals and split lengthways for assay and metallurgical samples. All drill samples are crushed, dried and
pulverised (total prep) to produce a sub sample for XRF analysis. Field quality control procedures involve the use of field duplicates,
certified BC standards (at an insertion rate of approx. 1:130) and use of a number of commercial laboratories for analysis.
The sample preparation of RC and earth core samples involve oven drying and full pulverisation before splitting off an XRF assay sub-
sample. Diamond core assay samples are quarter sawn, jaw crushed and follow the same sample preparation technique. A pulp sub-sample
is collected for analysis by XRF for the following elements: Mn, Fe, Al2O3, SiO2, P, Pb, S, TiO2, MgO, K2O, BaO, CaO, Cu, Zn and Co3O4. LOI
(loss on ignition) is assessed by thermo-gravimetric determination. Laboratory QAQC involves the use of internal laboratory standards
using certified reference material, blanks, splits and replicates as part of the in-house procedures.
OM (Manganese) Ltd (“OMM”) developed 6 reference standards in 2007 and 2010 for a range of manganese grade values, using blends of
Mn, Fe and quartz material. These were sent to 10 commercial laboratories with returned values in the +-2% range against of the mean
value. BC standards are submitted with each assay batch and results monitored to maintain an independent check on laboratory assays.
There is a high degree of confidence in the geological interpretation of the Bootu Creek manganese deposits gained through extensive
close spaced drill testing, a relatively planar strata-bound geological setting and several years of active mining at this mature mining
operation. Ore mineralogy was determined by XRD analysis and optical petrology on selected drill core, RC chip and lump product
(gravity concentrate) samples.
Resource models were digitised and wire-framed from updated interpreted geological and assay drill cross sections prepared by OMM.
These wireframes were used to select resource drill intersections and composite data was extracted for Mn, Fe, SiO2, Al2O3, BaO and P based
on one metre sample increments. The nugget effect from variography represented only 20% - 30% of the total variability, suggesting low
inherent random behaviour for the manganese mineralisation, and did not warrant grade capping.
The models were estimated using the Ordinary Kriging (OK) estimation technique with Surpac resource estimation software, and coded
with attributes for material type, resource classification, model domain and against OMM survey pit pickups. Block Model Parent Cells
are 25 m (Y) by 10 m (X) by 5 m (Z) and compare favourably with maximum drill spacing of 50 m by 25 m or 40 m by 20 m. The along strike
search radius varied from 130 m in the shorter or faulted models through to 290 m for the highly continuous Chugga-Gogo. The number of
samples was set at a minimum of 15 and a maximum of 32 for passes 1 & 2. Pass 3 used a minimum of 2 samples to fill model extents. Search
ranges varied from 130 m up to 290 m in the deposits of up to 3 km strike length. The search ellipsoids were flattened disc shapes in the
plane of the mineralisation with varying anisotropic ratios designed to model shallowly plunging manganese trends within the domains.
Current bulk density regression formulae are based on 366 waxed (or waxed equivalent) HQ3 core samples selected from 52 metallurgical
composites distributed through all deposits included in the Ore Reserve. The bulk density measurements were determined in 2009 by
Amdel (Perth) using the wet and dry methodology. Six density regressions were determined for Chugga/Gogo, Shekuma, Xhosa, Masai/
Tourag, Yaka and Zulu deposits. Renner West, Foldnose and Zulu South use the Yaka (most conservative) regression option. Bulk density of
Tailings is estimated at 1.60 kg/m3 and Rejects at 1.73 kg/m3 on a dry tonnes’ basis, both assessed on historical site data.
The mineralised domains have demonstrated continuity in both geology and grade to support the definition of Mineral Resource and Ore
Reserves, and the classifications applied under the JORC Code (2012 edition). The nominal drill hole spacing of 50 m by 25 m was considered
to provide adequate geological and grade continuity definition to assign an Indicated Mineral Resource classification to the majority of the
deposits at Bootu Creek. Measured Mineral Resources were restricted to closely drilled resource blocks within 15 m vertically of a mined
pit floor, reflecting the high level of geological and grade confidence.
Metallurgical assumptions are based on test work conducted on 93 composites selected from 79 diamond holes drilled into all deposits
included in Ore Reserves. The test work consists largely of individual particle pyknometry (IPP) on lump ore and Heavy Liquid Separation
(HLS) test work on fines (+1 mm). The heavy media treatment plant reconciliation factors, product yield and recovery are reviewed
annually. The Inferred Mineral Resource at Renner West was upgraded to an Indicated Mineral Resource following encouraging in-house
HLS metallurgical test work conducted on 3 diamond core holes drilled in late 2019.
21
OM Holdings Limited | Annual Report 2019
ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
More recent HLS and screened assay analysis, washability and process simulation test work (conducted by Nagrom) on earth core sampling
of the Tailing Storage Facilities TSF 1, TSF2 and TSF 3 has been utilised to justify the newly constructed Ultra Fines Plant (UFP) (TFP). The
TRP Rejects Mineral Resource is based surveyed stockpiles and the same metallurgical test work as used to assess the TRF Tailings.
The input data is comprehensive in its coverage of the mineralisation and does not favour or misrepresent in-situ mineralisation. Bootu
Creek manganese deposits are located within a well-defined geological setting and this allows definition of mineralised zones based on a
high level of geological understanding. The Mineral Resource models have been confirmed by open pit mining since 2006 which reconciles
well against the resource estimates.
Mineral Resource estimates are economically constrained within optimised pit shells, utilising Whittle mining software, based on current
mining, processing and logistics costs, projected sales revenue, geotechnical and deposit specific analysis of yield and recovery parameters.
Mineral Resources are reported as inclusive of Ore Reserves.
Ore Reserve estimation summary: The Bootu Creek Mine has been operating since 2006 and Ore Reserve statements prior to 2013 were
reported under JORC (2004 Edition). OMM upgraded the reporting standard to JORC (2012 Edition) in December 2013 and a summary of
the information used since then for the Ore Reserve estimation follows:
All current and planned mining is by open pit mining methods. Open pit slope angles, determined by an Independent Geotechnical
Consultant, are at an overall angle, including berms, of 45o to 50o for hanging wall and end walls, and with footwall batter angles not
exceeding the local bedding planes.
Conversion of Whittle optimised Mineral Resources pit shells to Ore Reserves is based on open pit designs constrained by those optimised
pit shells, practical mining and geotechnical limitations, the application of mining tonnage recovery and grade dilution factors, pit specific
processing yield analysis and mining cost parameters.
The current 15% Mn cut-off grade has been affirmed after several years of mining and processing Bootu Creek ore. Manganese product
derived from the HMS (Heavy Media Separation) plant feed is not linear in relation to the plant head grade, and product yield either
decreases rapidly or fails to produce an acceptable product grade from plant feed below the 15% Mn cut-off grade.
Grade dilution is reviewed each year by reconciliation of the previous year’s mined production. The Ore Reserve grade is quoted as a
‘diluted’ grade and is currently set at 92.5% (unchanged from that used in Dec 2018) of the contributing ‘undiluted’ Mineral Resource
block grade. Mining recovery factors are also reviewed each year from reconciliation of the previous year’s mined ore production. The
Diluted Tonnage is currently estimated at 100% of the contributing ‘undiluted’ Mineral Resource block tonnes, for an overall average Metal
Recovery Factor of 92.5% (1.00 * 0.925). Dilution is generally derived from adjacent subgrade mineralisation and does contribute to overall
metal recovery.
The minimum mining unit is effectively 2.5 m vertically, by 5 m across and 5 m along strike. The minimum drill intersection length applied
in the Mineral Resource and Ore Reserve estimation is 3 m and is close to true width. Inferred Mineral Resources have not been utilised
nor included in the Ore Reserves.
The only significant deleterious element is Fe and that is managed by blending ore sources or product stockpiles.
There are no significant environmental impacts arising from mining or processing. Waste rock and processing tails are stored on site
and are not acid generating. The only additive used in ore processing is ferrosilicon. Bootu Creek is an operating open pit mine site and
processing facility. Waste Management Plans for waste rock and tailings storage have been submitted to and have been approved by the
Northern Territory Department of Primary Industry and Resources.
Operating costs and sustaining capital are derived from analysis of the current Bootu Creek mining and processing operation and forecast.
Deleterious elements are managed within specified maximum limits and no specific pricing allowance is used. Price discounts are applied
for a specified range of lower grade manganese products. Road and rail transportation charges are based on current contracted terms and
rates. Refining charges are not relevant and product specification penalties are rare and have not been applied.
Production based royalties are payable to the original project vendor and the Northern Land Council (on behalf of Traditional Owners) and
are allowed for in the logistics costing applied in the optimisation process.
Factors effecting revenue include contained dmtu (dry metric tonne units) of manganese and discounts applied for lower than benchmark
manganese content or higher than benchmark iron content. Manganese products are sold on an FOB basis from the Port of Darwin.
Manganese Price is based on the current and projected price assumption. With adjustments for selling and shipping costs, and product
grade discounts, the assumed FOB Darwin price used in the 31 December 2019 Ore Reserve was US$4.50/dmtu for a 35.5% Mn product
grade.
Based on the projected exchange rate of 0.68 (AUD: USD), as at 31 December 2019, the FOB Darwin price assumed for Bootu Creek product
was estimated at A$6.62/dmtu. There are no saleable by-products and NPV ranges and sensitivity to variations are not included in the Ore
Reserve estimation process.
All necessary agreements and authorities are in place with the Traditional Owners for mining and royalties (via the Northern Land Council),
and for heritage clearance and sacred sites (via the Aboriginal Areas Protection Authority).
The Ore Reserve classifications are as follows: Proven Ore Reserves are restricted to in-situ Measured Resources contained within open
pit mine designs based on pit shells optimised at the current forecast cost and revenue assumptions, plus surface Ore Stocks. Probable
Ore Reserves are restricted to Indicated Resources contained within mine designs based on pit shells optimised at the current forecast cost
and revenue assumptions. No Probable Ore Reserves are derived from Measured Resources. The Ore Reserve classification appropriately
reflects the Competent Person’s view of the deposit.
22
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
JORC (2012 Edition) Table 1
Section 1 Sampling Techniques and Data
Criteria
Explanation
Sampling Techniques -
Nature and quantity of
sampling
• Mineral Resources at Bootu Creek (“BC”) were sampled by 91% Reverse Circulation (RC) and 2%
diamond (DD) with 7% open percussion (PC) drilling on a nominal 50m x 25m spaced grid.
• The 31 December 2019 BC Bootu Creek resource dataset (trimmed to remaining resource models)
comprised a total of 682 drill holes for 45,192 metres. The Renner West dataset had 145 drill holes for
6,284 metres.
• Collar locations are picked up by Mine Surveyors using MGA94 co-ordinates or by handheld GPS at the
Renner Springs project.
• RC holes are sampled at 1 metre intervals, rotary split to produce 2-3 kg samples. Sample intervals
selected for analysis are generally limited to visible manganese mineralisation and adjacent host rock.
Diamond core is submitted for assay as half or quarter core intervals selected by geology and intensity
of mineralisation.
• All drill samples are crushed, dried and pulverised (total prep) to produce a sub sample for XRF analysis.
Mineralised diamond core is quarter sawn to obtain 1 metre or geological intervals for XRF analysis,
with half core retained for density determination and metallurgical test work.
• Sampling is carried out under OM (Manganese) Ltd (“OMM”) protocols to ensure the representivity of
drill samples.
• Tailings sampling in TSF1, TSF2 and TSF3 at Bootu Creek were undertaken by drilling 49 earth core
holes varying in depth from 7 to 12 metres.
Drilling Technique
• RC drilling with 4.5” drill rods and a 5.5” face sampling drill bit.
• Diamond core generally drilled using a HQ3 core barrel.
• Drilling is predominately vertical, and diamond core drilled prior to 2019 was not oriented.
• Holes range from 12 to 156 metres in depth.
• Tailings sample holes were drilled utilised a track mounted Power Probe earth core drill.
Drill Sample Recovery
• RC drill sample recovery is visually estimated and recorded in geology drill log. Diamond core recovery
is measured and recorded.
• RC rods and the sample cyclone are cleared as frequently as required to maintain satisfactory drill
sample recovery and representivity.
• DD holes use HQ3 size triple tube core barrels to maximise sample recovery.
• The mineralisation style and consistency of mineralised intervals are considered to preclude any issue
of sample bias due to recovery.
• Tailings drill core samples were recovered from 1.2 metre length sample casings.
Logging
• RC chip and diamond drill core samples are geologically logged to the level of detail required to support
the Mineral Resource estimate. Logging records lithology, mineralogy, weathering, mineralisation,
alteration, colour and other features of the samples.
• Geotechnical information is collected from the BC operations open pits.
• All diamond drill core and tailings earth core are photographed and logged.
• The total length of all exploration and resource delineation drilling is logged.
Sub-sampling
• Diamond core assay samples are quarter sawn, oven dried, jaw crushed and fully pulverised before
splitting off an XRF assay sub-sample.
• RC samples are rotary split to produce a sample of an approximately 3 kg in weight. High volume, high
pressure air is used when RC drilling to ensure the sample return is kept as dry as possible.
• RC samples submitted for assay are oven dried, jaw crushed and fully pulverised before splitting off an
XRF assay sub-sample.
• QC procedures involve the use of field duplicates, certified BC standards (insertion rate of approx. 1:130)
and commercial laboratories standards.
• Appropriate industry standard sample preparation techniques and quality control procedures
(ISO4296/2) are utilised by the onsite laboratory and offsite commercial laboratories to maximise sample
representivity.
• Drill sample field duplicates are taken to ensure sampling is representative of the in-situ sample material
collected.
• Sample sizes are appropriate for the grain size of the material being sampled based on the mineralisation
style, intersection thickness and percent assay ranges for the primary elements.
• Tailings earth core samples were cut in half lengthways for assay, with the remaining half retained for
metallurgical test work.
23
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Criteria
Explanation
Quality of assay data
and laboratory tests
• The analytical techniques use an XRF multi element suite for assaying Mn, Fe, Al2O3, SiO2, P, Pb, S,
TiO2, MgO, K2O, BaO, CaO, Cu, Zn and Co3O4. LOI (loss on ignition) is assessed by thermo-gravimetric
determination technique.
• No geophysical tools were used to determine any element concentrations used in any of the resource
estimates.
• Laboratory QAQC involves the use of internal laboratory standards using certified reference material,
blanks, splits and replicates.
• BC independently developed 6 reference standards in 2007 and 2010 for a range of grade values, using
blends of Mn, Fe and quartz material. These were sent to 10 commercial laboratories with returned
values in the +/-2% range against the expected value. The BC standards are submitted with each assay
batch and monitored to maintain an independent check on laboratory assays.
Verification of sampling
and assaying
• Significant drill intersections are verified by alternative company personnel, generally the Geology
Manager for OMM.
• Twined holes were used in initial exploration/pre-feasibility phase but are not considered necessary in
the current mature mining phase.
• Data entry, verification and storage protocols are in place and were managed by a dedicated GIS/
Database Manager and recently by the Geology Manager.
• No adjustments of primary assay data (high grade cuts, etc.) are considered necessary.
Location of data points
• Drill collars used for Mineral Resource delineation are surveyed using the mine based DGPS survey
Data spacing and
distribution
equipment.
• All locations are picked up and quoted in MGA94 grid format.
• Mine lease topography is based on ortho-rectified aerial photography (2013) to produce a DTM based on
a 5 metre x 5 metre centred grid with +/- 0.5 metre RL accuracy.
• Data spacing is generally based on a 50 metre x 25 metre drill grid within the Mineral Resource
boundaries.
• The data spacing and distribution is close enough to establish the degree of geological and grade
continuity appropriate for the Mineral Resource classification being quoted and for the Ore Reserve
estimate.
• Sample support is consistent with 1 metre RC composite sample length applied and utilised for Mineral
Resource estimate.
Orientation of data in
relation to geological
structure
• The manganese deposits at Bootu Creek are shallow dipping (average dip 30o–40o), strata-bound and
relatively planar.
• Drill orientation is predominately vertical and any interaction with local faults or fold structures is not
considered to introduce bias to the sampling results.
Sample Security
• Sample security is not considered a significant risk.
• Most exploration samples are processed by the on-site laboratory and results are validated against the
drill hole geology logs.
Audit or reviews
• No recent audits or reviews of sampling techniques, other than ongoing internal review, have been
conducted. The database was last reviewed by Optiro for the 31 December 2012 Mineral Resource
estimate.
• Minor infill delineation drilling conducted since that audit (within the remaining resource models)
included 5 RC holes in CFN, 6 RC holes in Shekuma and 11 RC holes in Masai 5.
• 6 new diamond core holes drilled in 2019 were for geotechnical assessment of proposed Shekuma and
CFN pits.
• 3 new diamond core holes drilled in 2019 were for metallurgical test work at the Renner West deposit.
Section 2 Reporting of Exploration Results
Criteria
Explanation
Mineral tenement and
land tenure status
Exploration done by
other parties
Geology
24
• The relevant tenements for 2019 exploration are EL28041 and EL28604, collectively referred to as the
Renner Springs project.
• The tenements were granted in 2010 and 2011 respectively and are 100% owned by OMM with no
security of tenure issues at the time of reporting.
• Keys Resources NL were the last to explore the Renner Springs area, intersecting 9m @ 36.7% Mn in
percussion hole W38. (Ferenczi, 2001).
• The Renner Springs project is predominately located within the Namerinni Group in the Ashburton
Province of the Tennant Creek Inlier. The favourable manganese bearing horizon is hosted principally
by the Shillinglaw Formation.
• The Renner Springs manganese horizons are generally shallow dipping and present with a breccia/
conglomerate texture in low outcrops.
• The Bootu Creek manganese deposits are strata-bound, located at the contact between the underlying
dolomite-siltstone Attack Creek Formation and the overlying ridge forming sandstone of the Bootu
Formations in the Tomkinson Group, within the Ashburton Province of the Palaeozoic.
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Section 2 Reporting of Exploration Results
Criteria
Explanation
Drill hole Information
• 3 diamond core holes were drilled at the Renner West deposit and 6 RC holes were drilled at the recently
discovered Carruthers North prospect.
• Refer to the accompanying Table 1 and 2 on page 30 for details of sample locations and assay results.
Data aggregation
methods
• Reported assays are length weighted with no top-cuts applied.
• No metal equivalents are used for reporting exploration results.
Relationship between
mineralisation width
and intercept length
• The diamond drill program was undertaken to provide core for metallurgical test work at the Renner
West Mineral Resource.
• The RC drill program was a first pass test of a low laying manganese outcrop, recently discovered while
ground checking a gradient array IP anomaly.
• The intersections are quoted as drill intersection lengths, as the dip of the mineralisation is yet to be
confirmed.
Diagrams
• The Renner West Mineral Resource is located at R6 in figure below.
• The Carruthers North prospect is located midway between prospects R8 and R10 shown in the figure
below.
Balanced reporting
• All results are reported when publishing exploration reports.
Further work
• Follow up RC drilling is planned for the Carruthers North prospect in 2020.
Section 3 Estimation and Reporting of Mineral Resources
Criteria
Explanation
Database integrity
• Location data was imported from DGPS export files.
• Assay data was imported from the original laboratory issued csv files.
• All exploration drill data was moved to an Access database in 2017 and all new drill hole data is uploaded
to that database utilising customised mine site software.
• Geology logs are validated for errors on import, locations checked, and assay data quality is ensured
by use of lab and field standards. Further internal validation for duplication, overlaps, etc is carried out
using Surpac software prior to any resource estimation.
Site visits
• The Mineral Resource is located within an active mine camp and is visited regularly by OMM Competent
Persons.
25
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Section 3 Estimation and Reporting of Mineral Resources
Criteria
Geological
Interpretation
Explanation
• There is a high degree of confidence in the
geological interpretation of the Bootu Creek
manganese deposits gained through extensive
close spaced drill testing, a relatively planar
strata-bound geological setting and over 13
years of active mining at this mature mining
operation.
• Ore mineralogy was determined by XRD
analysis and optical petrology on selected drill
core, RC chip and mineral product (gravity
concentrate) samples.
• The geological controls at BC are well
understood from ongoing mining activity and
form the basis for the resource interpretations.
• Factors affecting continuity of grade and
geology include local high and low angle
faulting, local internal and adjacent high Fe
associated with faulting, and the intensity and
depth of supergene alteration from weathering.
• The geological interpretation is refined on an ongoing basis following the review of close spaced grade
control sampling and in pit observation and mapping of second order fault structures not modelled in
the original broader spaced resource delineation drilling.
• This figure is inserted for reference to geological setting and deposit locations at Bootu Creek.
Dimensions
• The Bootu Creek manganese resource models have a combined strike length of 16km, with individual
models ranging from 0.7km to 2.9km
• Bootu Creek resource models are generally limited in vertical depth by economic constraints (imposed
by strip ratios and cost of mining), by faulting or by the depth of weathering and supergene alteration,
rather than a depth termination of the mineralisation.
Individual resource model depth extents range from 50 metres to 120 metres below surface. All mining
is by open pit.
•
• Bootu Creek resource model widths (true width) range from the minimum width of 3 metres to a
maximum of around 15 metres.
• The Renner West manganese deposit extends over a strike length of 450 metres and to a depth of around
25 metres below surface.
Estimation and
modelling techniques
• Estimation and modelling undertaken by independent resource consultants Optiro Pty Ltd, and since
updated by OMM technical staff.
• Resource models are digitised and wire-framed from interpreted geological and assay drill cross
sections prepared by OMM. These wireframes are used to select resource intersections and composite
data is extracted for Mn, Fe, SiO2, Al2O3, BaO and P based on one metre sample increments.
‘Supervisor’ geostatistical software was used for continuity analysis to determine variograms for grade
estimation. Optiro found that the 10% Mn population generated more robust variograms with lower
nugget effects that were applied to the resource composite data during estimation.
•
• The nugget effect from variography was found to represent only 20-30% of the total variability,
suggesting a low inherent random behaviour for the manganese mineralisation and no grade capping is
warranted.
• Block models are estimated using Ordinary Kriging (OK), using Surpac resource estimation software,
and coded with attributes for material type, resource classification, model domain and for OMM survey
pit pickups.
• Block Model Parent Cells are 25 metres (Y) by 10 metres (X) by 5 metres (Z) and compare favourably with
maximum drill spacing of 50 metres x 25 metres or 40 metres x 20 metres and with along strike search
radius varying from 130 metres in the shorter or faulted models through to 290 metres for the highly
continuous Chugga-Gogo.
• The number of samples is set at a minimum of 15 and a maximum of 32 for passes 1 & 2. The pass 3
minimum was set to 2 samples to fill model extents.
• Search ranges varied from 130 metres up to 290 metres in deposits of up to 2.9 km strike length. The
search ellipsoids are flattened disc shapes in the plane of the mineralisation with varying anisotropic
ratios designed to model shallowly plunging manganese trends within the domains.
• Geological interpretation prepared by OMM has been used to construct digital wireframes and control
assay extraction from the database but are not otherwise used to control the resource estimate.
• The only assumed correlation between variables is that used for the density regression calculated
against manganese grade. There is a noted inverse relationship between manganese vs silica and Al2O3.
There is a variable relationship between manganese and iron and correlations between other elements
were poor.
• No selective mining units were assumed in the estimates.
26
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Criteria
Explanation
• Graphical 3D validation of block grades versus composite samples, used to compare modelled
grade trends against the spatial distribution of the samples, demonstrated that estimated low and
high grades were consistent with the composite samples. Density was also checked to confirm
interpolated block values honour the regression formulas.
• Validation swathe plots by Optiro show that the block model estimated grades honoured local
grades. All volumetric checks are within 1% of wireframes.
• The significant elements specific to product quality are assayed and modelled with the only potential
issue being high Fe content in product, which is managed in the mine plan.
• Mineral Resource estimates are depleted for mining up to 31 December 2019 and reported above a
cut-off grade of 15% Mn.
Moisture
• All tonnage is estimated on a dry tonnes’ basis.
Cut-off parameters
Mining factors or
assumptions
Metallurgical factors and
assumptions
• The current 15% Mn cut-off grade has been affirmed after several years of processing Bootu Creek
ore. Manganese product derived from the DMS (gravity) plant is not linear in relation to head grade
and product yield and/or product grade decreases rapidly below the current cut-off grade.
• The Mineral Resource estimates were optimised by OMM technical staff utilising Whittle mining
software to limit economic open pit extents based on long term revenue, mining, processing and
logistic parameters set by OMM.
• All mining is, or is proposed, by open pit mining methods.
• Parameters for determining economic extraction are based on data derived from the current mining
and processing operations at Bootu Creek.
• Metallurgical assumptions are based on test work conducted on 93 composites selected from 79
diamond holes drilled into all deposits included in Ore Reserves. The test work consists largely of
individual particle pyknometry (IPP) on lump ore and Heavy Liquid Separation (HLS) on fines.
• More recent HLS and screened assay analysis, washability and process simulation test work
(conducted by Nagrom) on earth core sampling of the Tailing Storage Facilities TSF 1, TSF2 and TSF
3 has been utilised to justify the newly constructed Ultra Fines Plant (UFP).
• The UFP Rejects Mineral Resource is based on surveyed stockpiles and the same metallurgical test
work as used to assess the UFP Tailings.
• Plant factors including product yield and recovery are reviewed annually.
• Product yield assumptions for resource optimisation are now based on statistical analysis of the
resource delineation drill sample grade distribution, on a pit by pit basis, with due attention to the
extent of weathering.
• Average grade is no longer considered a reliable indicator of product yield.
Environmental factors or
assumptions
• Bootu Creek in an operating mine site and processing plant with Mine Management Plans submitted
and approved for waste rock and tailings storage by the Northern Territory Department of Primary
Industry and Resources.
• No significant sulphides are present in the ore or mine waste.
Bulk Density
Classification
Audits and reviews
Discussion of relative
accuracy/confidence
• Current bulk density regression formulae are based on 366 waxed (or waxed equivalent) HQ3 core
samples selected from 52 metallurgical composites distributed through all deposits included in the
Ore Reserve.
• The bulk density measurements were determined in 2009 by Amdel (Perth) using the wet and dry
methodology. Six individual density regressions were determined for Chugga/Gogo, Shekuma,
Xhosa, Masai/Tourag, Yaka and Zulu deposits. Renner West, Foldnose and Zulu South use the Yaka
(most conservative) regression option.
• Measured Mineral Resource – this classification is restricted to well drilled resource blocks located
within 15 metres (vertical) of a mined pit floor, reflecting a high level of geological and grade
confidence.
Indicated Mineral Resource – classified based on established grade and geological continuity
defined by the tabular nature of the Bootu Creek mineralised zones, the regular drill spacing of 50
metres x 25 metres or better, estimation parameters such as kriging efficiency and the demonstrated
mining history in most of the deposits .
•
• The Mineral Resource estimate appropriately reflects the view of the Competent Persons.
• All OMM Mineral Resources are economically constrained on an annual basis by optimised pit shells
using updated OMM cost, revenue and physical parameters (see Mining Factors and Assumptions).
•
Independent resource consultant Optiro Pty Ltd conducted a Client Review of wireframes, block
models, classification criteria, volumetric comparison, composite versus block model grades and
XYZ plots on the Mineral Resource estimate for 31 December 2013.
• No new resource delineation drilling, with the exception of 23 RC infill holes drilled in 2017 and
2018, have been added since that Mineral Resource estimate and the only changes applied in the
current Mineral Resource estimate process are to account for updated pit optimisation parameters,
product yield estimation, mine depletion and/or pit backfill and to update geological interpretation
based on minor faults observed during mining activity.
• The relative accuracy of the Mineral Resource estimate is reflected in the reporting of the Mineral
Resource as per the guidelines of the 2012 JORC Code.
• The statement relates to global estimates of tonnes and grades.
• Annual reconciliation compares mine production with pre-mining Mineral Resource estimates, and
to update mining factors and assumptions.
27
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Section 4 Estimation and Reporting of Ore Reserves
Criteria
Explanation
Mineral Resource estimate
for conversion to Ore
Reserves
• 31 December 2019 Mineral Resource models were optimised using Whittle mining software to
limit economic open pit extents utilising OMM updated mining, processing and logistics costs and
physical parameters, and revenue assumptions.
• Open pit designs further constrained the above optimised Mineral Resource models with constraints
such as minimum cut back width, practical waste rock storage, pit access and ramp location options.
• Mineral Resources quoted are reported as inclusive of Ore Reserves.
Site visits
• The Ore Reserve is located within an active mine camp and is visited regularly by the Competent
Persons.
Study status
• Bootu Creek manganese mine commenced production in 2006 and is an ongoing, mature manganese
Cut-off parameters
Mining factors or
assumptions
mining operation.
• Conversion of Mineral Resources to Ore Reserves in based on parameters derived from analysis of
current operating practices, technical studies, and ongoing mine and processing performance.
• The current 15% Mn cut-off grade has been affirmed after several years of mining and processing
Bootu Creek ore. Manganese product derived from the DMS (Dense Media Separation) plant feed
is not linear in relation to the plant head grade and product yield either decreases rapidly or fails to
produce an acceptable product grade below the 15% Mn cut-off grade.
• The Mineral Resource estimates were optimised utilising Whittle mining software to limit economic
open pit extents based on long term revenue, mining, processing and logistic parameters set by
OMM.
• All current and planned mining is by open pit mining methods.
• Geotechnical parameters including batter angles and berm widths and intervals were recommended
by independent mining consultants Coffey Mining Pty Ltd and more recently by Absolute
Geotechnics Pty Ltd following ongoing review of BC mining operations.
• Open pit slope angles, determined by an Independent Geotechnical Consultant are at an overall
slope angle, including berms, of 45o to 55o for hanging wall and end walls, and with footwall batter
angles not exceeding the local bedding planes.
• Diluted Grade is reviewed each year by reconciliation of the previous year’s mine production. The
Ore Reserve grade is quoted as a ‘diluted’ grade and is currently set at 92.5% of the contributing
‘undiluted’ Mineral Resource block grades.
• Mine Recovery is also reviewed each year by reconciliation of the previous year’s mine production.
The Mine Tonnage Factor is currently estimated at 100% (inclusive of dilution) of the contributing
‘undiluted’ Mineral Resource block tonnes.
• Minimum mining unit is effectively 2.5 metres vertically by 5 metres across and 5 metres along
strike. The minimum drill intersection length applied in the Mineral Resource and Ore Reserve
estimate is 3 metres and is close to true width.
Inferred Mineral Resources have not been utilised nor included in Ore Reserves.
•
• Bootu Creek is a mature manganese mining and processing operation with all necessary mining
infrastructures in place.
Metallurgical factors or
assumptions
• The HMS treatment plant has been in operation since 2006 and has since been modified to maximise
tonnes processed, product yield and manganese recovery.
• The heavy media plant is well-tested technology and well suited to the manganese ores being
processed.
• Metallurgical test work was conducted on 93 composites selected from 79 diamond holes drilled
into all deposits included in Ore Reserves. The test work consists of individual particle pyknometry
(IPP) on lump ore and Heavy Liquid Separation (HLS) test work on fines.
• More recent HLS and screened assay analysis, washability and process simulation test work
(conducted by Nagrom) on earth core sampling of the Tailing Storage Facilities TSF 1, TSF2 and TSF
3 has been utilised to justify the newly constructed Ultra Fines Plant (UFP).
• The only significant deleterious element is Fe and that is managed by blending ore sources or product
stockpiles.
• Plant reconciliation factors are reviewed annually and factors including product yield and
manganese recovery are updated annually.
• Yield assumptions for HMS plant feed are estimated on an individual pit basis, based on a statistical
analysis of the resource delineation drill sample grade distribution constrained by each pit design
and the intensity of weathering, to estimate likely product yield and grade from that source. Average
grade is no longer considered a reliable indicator of product yield.
• Manganese oxide mineralogy is not relevant for the Ore Reserve estimate.
• There are no significant environmental impacts arising from mining or processing. Waste rock
and processing tails are stored on site and are not acid generating. The only additive used in ore
processing is ferrosilicon.
• Bootu Creek in an operating mine site and processing plant with Waste Management Plans submitted
for waste rock and tailings storage and approved by the Northern Territory Department of Primary
Industry and Resources.
Environmental
28
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Criteria
Explanation
Infrastructure
• Bootu Creek mine site is a mature manganese mining and processing operation with all mining,
processing, rail and port infrastructure in place and operational.
Costs
• All major capital projects are completed and operational.
• Operating costs and sustaining capital are derived from analysis of the 2019 Bootu Creek mining
and processing operations and the 2020 budget.
• Deleterious elements are managed within specified maximum limits and no specific pricing
allowance is used. Price discounts are applied for a specified range of lower grade manganese
products.
• Commodity prices are discussed in Revenue factors.
• Exchange rates are discussed in Revenue factors.
• Road and rail transportation charges are based on current contracted terms and rates.
• Refining charges are not relevant and product specification penalties are rare and have not been
applied.
• Royalties are payable to the original project vendor and the Northern Land Council (on behalf of
Traditional Owners). The Northern Territory government royalty is on a net value basis (considered
as a “tax”) and as such is not included in the optimisation process.
• Royalty charges are allowed for in project costing and applied in the pit optimisation process.
• Manganese products are sold on an FOB basis from the Port of Darwin.
• Factors effecting revenue include contained dmtu (dry metric tonne units) of manganese, and
discounts for lower than benchmark manganese content or higher than specified iron content.
• Commodity price assumptions are based on 3-year forecast for Mn - CIF China GEMCO 44% with
adjustments for selling and shipping costs, and for discounts specific to BC product grade and size
specifications to derive an FOB Darwin price of US$4.50/dmtu for a 35.5% Mn product grade.
• Exchange rate (AUD: USD) assumption is based on an exchange rate of 0.68 (Dec 2019), for a forecast
FOB Darwin price of A$6.62/dmtu.
• There are no saleable by-products.
Revenue factors
Market assessment
• Demand, supply, stock and future volume assumptions for manganese are considered in the 3 year
price forecast.
• Customer and competitor factors are considered in the 3-year manganese price forecast.
• Customer specification, testing and acceptance rely on an inbound assay.
• Occasional minor penalties may apply but are not included in the Ore Reserve estimate.
Economic
Social
• NPV ranges and sensitivity to variations are not included in the Ore Reserve estimation process.
• All necessary agreements and authorities are in place with Traditional Owners for mining and
royalties (via the Northern Land Council) and for heritage clearance and sacred sites (via the
Aboriginal Areas Protection Authority).
Other
• The only significant naturally occurring risk is delays incurred from cyclone related flooding of the
Classification
mine site or railway line to Darwin.
• All material legal agreements and marketing arrangements are in place.
• All government approvals (including the Mine Management Plan and Mineral Lease), licences,
clearances and bonds necessary to operate the Bootu Creek mine site and processing plant are in
place.
• Proven Ore Reserves are restricted to in-situ Measured Resources contained within mine designs
based on pit optimisation at the current budget cost and revenue assumptions, plus surface Ore
Stocks.
• Probable Ore Reserves are restricted to Indicated Resources contained within mine designs based
on pit optimisation at the current budget cost and revenue assumptions.
• The Ore Reserve classification appropriately reflects the Competent Person’s view of the deposit.
• No Probable Ore Reserves are derived from Measured Resources.
Audits and reviews
• There has been no independent audit of the 31 December 2019 Ore Reserve estimates.
Discussion of relative
accuracy/confidence
• Annual reconciliation of mined Ore Reserve blocks is used to compare mine production with the
mined Ore Reserve estimates and were used to update the mining recovery and dilution factors
applied to the 31 December 2019 Ore Reserve estimation process.
29
OM Holdings Limited | Annual Report 2019 ASX LISTING RULES 5.8.1 & 5.9.1
SUMMARY INFORMATION
Table 1.
Drilling Results - Renner West (using a cut-off grade of 15% Mn)
Hole ID
Easting
mE
Northing
mN
RL (m)
approx.
Azimuth
& Dip
RSDD001
358071
7971873
279
-90
Hole
Depth
(m)
26.9
RSDD002
358022
7971998
278
-90
27.6
RSDD003
358008
7972120
275.5
-90
17.1
Interval
From
(m)
Interval
To
(m)
Interval
Width
(m)
2.90
4.00
10.00
20.40
4.60
10.20
15.50
18.10
0.00
2.60
6.80
12.60
3.30
8.80
11.00
21.20
7.30
11.20
15.60
21.30
2.20
6.80
11.10
13.40
0.40
4.80
1.00
0.80
2.70
1.00
0.10
3.20
2.20
4.20
4.30
0.80
Table 2.
Drilling Results - Carruthers North Prospect (using a cut-off grade of 15% Mn)
Hole ID
Easting
mE
Northing
mN
RL (m)
approx.
Azimuth
& Dip
Hole
Depth
(m)
Interval
From
(m)
Interval
To
(m)
Interval
Width
(m)
RSRC0321
366096
7965923
275
-90
RSRC0322
366112
7965924
RSRC0323
366089
7965979
RSRC0324
366106
7965983
RSRC0325
366083
7966016
RSRC0326
366120
7965955
275
275
275
275
275
-90
-90
-90
-90
-90
61
56
67
55
61
49
0
15
38
0
14
6
7
16
40
5
15
7
7
1
2
5
1
1
Mn
%
22.39
27.63
30.15
20.75
28.20
42.10
49.17
33.65
19.79
26.81
33.98
39.54
Mn
%
27.67
25.16
37.41
nsv
24.22
18.75
nsv
26.84
Fe
%
1.74
4.76
1.51
20.88
11.88
2.00
0.76
3.11
4.18
4.81
3.60
0.96
Fe
%
5.5
21.4
5.5
7.4
9.1
13.4
30
OM Holdings Limited | Annual Report 2019
DIRECTORS’ STATEMENT
for the financial year ended 31 December 2019
The Directors are pleased to present their statement to the members together with the audited consolidated financial statements of OM
Holdings Limited (“the Company”) and its subsidiaries (collectively, the “Group”) for the financial year ended 31 December 2019 and the
statement of financial position of the Company as at 31 December 2019.
In the opinion of the Directors,
(a)
the consolidated financial statements of the Group and the statement of financial position of the Company are drawn up so as
to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2019 and the financial
performance, changes in equity and cash flows of the Group for the financial year ended on that date; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
fall due.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
Names of Directors
The Directors of the Company in office at the date of this statement were:
Low Ngee Tong
Zainul Abidin Rasheed
Julie Anne Wolseley
Tan Peng Chin
Thomas Teo Liang Huat
Peter Church OAM
(Executive Chairman)
(Independent Deputy Chairman)
(Non-Executive Director and Joint Company Secretary)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
(Independent Non-Executive Director)
In accordance with Bye-law 88(1) of the Company’s Bye-laws, one-third of the Directors (excluding the Chief Executive Officer) retire at the
forthcoming annual general meeting and, being eligible, offer themselves for re-election.
Arrangements to enable Directors to acquire shares or debentures
During and at the end of the financial year, neither the Company nor any of its subsidiaries was a party to any arrangement of which
the object was to enable the Directors to acquire benefits through the acquisition of shares in or debentures of the Company or any other
corporate body, other than as disclosed in this statement.
31
OM Holdings Limited | Annual Report 2019
DIRECTORS’ STATEMENT
for the financial year ended 31 December 2019
Directors’ interests in shares
None of the Directors who held office at the end of the financial year had any interests in the shares of the Company or its related corporation,
except as follows:
The Company -
Low Ngee Tong
Julie Anne Wolseley
Tan Peng Chin
Peter Church OAM
Holdings registered
in the name of
director or nominee
Holdings in which
director is deemed
to have an interest
As at
1.1.2019
As at
31.12.2019
As at
1.1.2019
As at
31.12.2019
Number of ordinary shares fully paid
67,138,500
5,562,002
(1)1,860,000
–
67,855,828
5,562,002
(1) 2,020,000
–
–
–
–
–
–
–
(2) 69,290
(2) 94,262
Note:
(1)
(2)
720,000 (2018 - 560,000) shares are held by DBS Vickers Securities (Singapore) Pte Ltd on behalf of Mr Tan Peng Chin.
These shares are held directly by a company named Murmeli Pty Limited Superannuation Fund in which the Director has a relevant
interest.
Shares Options
No options were granted during the financial year to take up unissued shares of the Company.
No shares were issued by virtue of the exercise of options.
There were no unissued shares of subsidiaries under option at 31 December 2019.
Audit Committee
The Audit Committee at the end of the financial year comprised the following members:
Thomas Teo Liang Huat (Chairman)
Julie Anne Wolseley
Zainul Abidin Rasheed
Peter Church OAM
The Audit Committee performs the functions set out in the Audit Committee Charter available on the Company’s website. The Company
has also considered the third edition of the Corporate Governance Principles and Recommendations with relevant amendments developed
by the ASX Corporate Governance Council. In performing those functions, the Audit Committee has reviewed the following:
i.
overall scope of both the internal and external audits and the assistance given by the Company’s officers to the auditors. It has met
with the Company’s internal and external auditors to discuss the results of their respective examinations and their evaluations of
the Company’s system of internal accounting controls;
ii.
the audit plan of the Company’s independent auditor and any recommendations on internal accounting controls arising from the
statutory audit; and
iii.
the half-yearly financial information and the statement of financial position of the Company and the consolidated financial
statements of the Group for the financial year ended 31 December 2019 as well as the auditor’s report thereon.
32
OM Holdings Limited | Annual Report 2019 DIRECTORS’ STATEMENT
for the financial year ended 31 December 2019
Audit Committee (Cont’d)
The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has full authority
and the discretion to invite any Director or executive officer to attend its meetings. The Audit Committee also recommends the appointment
of the external auditor and reviews the level of audit and non-audit fees.
The Audit Committee is satisfied with the independence and objectivity of the external auditor and has recommended to the Board of
Directors that the auditor, Foo Kon Tan LLP, be nominated for re-appointment as auditor at the forthcoming Annual General Meeting of
the Company.
Independent auditor
The independent auditor, Foo Kon Tan LLP, Public Accountants and Chartered Accountants, has expressed its willingness to accept the
re-appointment.
On behalf of the Directors
LOW NGEE TONG
Executive Chairman
Dated: 27 March 2020
33
OM Holdings Limited | Annual Report 2019 INDEPENDENT AUDITOR’S REPORT
to the members of OM Holdings Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of OM Holdings Limited (the “Company”) and its subsidiaries (collectively, the
“Group”), which comprise the statements of financial position of the Company and the Group as at 31 December 2019, and the consolidated
statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group
for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position of the Company
are properly drawn up in accordance with the International Financial Reporting Standards (IFRSs) so as to give a true and fair view of the
financial position of the Company and the consolidated financial position of the Group as at 31 December 2019 and of the consolidated
financial performance, consolidated changes in equity and consolidated cash flows of the Group for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent
of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Professional Conduct and Ethics for
Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in
Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter:
Risk:
Our response and work performed:
Impairment of non-financial
assets
The Group’s non-financial assets comprise property,
plant and equipment, land use rights, exploration
and evaluation costs, mine development costs and
right-of-use assets amounting to A$739.8 million
as at 31 December 2019. Non-financial assets are
tested for impairment whenever events or changes
in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount.
The recoverable amount is based on certain key
assumptions, such as cash flow projections covering
a five-year period and the perpetual growth rate
and discount rate per cash generating unit (CGU).
A CGU is defined as the smallest identifiable group
of assets that generates cash inflows that are largely
independent of the cash inflows from other assets
or groups of assets. These assumptions which are
determined by management are judgmental.
In determining appropriate CGU level, the Group
has considered whether there are: active markets
for intermediate products; external users of the
processing assets; mining or smelting operations
through the use of shared infrastructure; stand-
alone mines or smelting plants operated on a
portfolio basis. Significant judgement is required
by management to determine whether multiple
assets should be grouped to form CGU.
Due to the uncertain global economic environment,
there are higher inherent risks relating to the
impairment of the Group’s non-financial assets.
Our audit procedures included among others,
assessing appropriateness of cash-generating units
identified by management, evaluating management’s
assessment for impairment indications, reviewing
the valuation model and assumptions used, and
challenging management’s assumptions in our
evaluation of the model.
in the external and
We evaluated whether there had been significant
internal factors
changes
considered by the Group in assessing whether
indicators of impairment exist. In the assessment
of impairment, the Group takes into account the
indicative open market prices of the finished
products from independent experts and publication
reports, and uses inputs, such as market growth rate,
weighted average cost of capital and other factors,
typical of similar mining and smelting industries.
Senior management has applied its knowledge of the
business in its regular review of these estimates. We
also focused on the adequacy of disclosures about
key assumptions and sensitivities. The disclosures
about the Group’s property, plant and equipment,
land use rights, exploration and evaluation costs,
mine development costs and right-of-use assets are
included in Notes 4, 5, 6, 7 and 9 to the financial
statements respectively.
34
OM Holdings Limited | Annual Report 2019
INDEPENDENT AUDITOR’S REPORT
to the members of OM Holdings Limited
Key Audit Matters (Cont’d)
Key audit matter:
Risk:
Our response and work performed:
Recognition of deferred tax
assets
The Group recognised deferred tax assets based
upon unutilised tax losses and other temporary
differences. The Group exercised its judgement to
determine the amount of deferred tax assets that
can be recognised, to the extent that it is probable
that future taxable profit will be available against
which the temporary differences can be utilised.
As at 31 December 2019, the Group recognised
deferred tax assets and deferred tax liabilities of
A$11.4 million and A$1.2 million respectively.
In addition, the Group has unrecorded deferred tax
assets of A$3.5 million as at 31 December 2019.
the component auditors
Our audit procedures included among others,
discussions with
to
understand the local tax regulations and their work
performed on the recognition of deferred tax assets.
We have also assessed the profit forecast to evaluate
the reasonableness of the recognition of deferred tax
assets.
We discussed with the Group’s key management and
considered their views on the Group’s recoverability
of deferred tax assets to the extent that it is probable
that future taxable income will be available against
which the temporary differences can be utilised. We
also focused on the adequacy of disclosures about
key assumptions and sensitivities. The disclosures
about the Group’s deferred tax assets and liabilities
are included in Note 10 to the financial statements.
Other Information
Management is responsible for the other information. The other information comprises the information included in the annual report, but
does not include the financial statements and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report. The
annual report is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter
to those charged with governance and take appropriate actions in accordance with ISAs.
Responsibilities of Management and Those Charged With Governance for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs, and for
such internal control as management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The responsibilities of those charged with governance include overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
35
OM Holdings Limited | Annual Report 2019 INDEPENDENT AUDITOR’S REPORT
to the members of OM Holdings Limited
Auditor’s Responsibilities for the Audit of the Financial Statements (Cont’d)
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout
the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
•
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Mr Ho Teik Tiong.
Foo Kon Tan LLP
Public Accountants and
Chartered Accountants
Singapore,
27 March 2020
36
OM Holdings Limited | Annual Report 2019 STATEMENTS OF FINANCIAL POSITION
as at 31 December 2019
The Company
The Group
31 December
2019
A$’000
31 December
2018
A$’000
31 December
2019
A$’000
31 December
2018
A$’000
Note
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
10
24
22
25
20
21
24
-
-
-
-
-
-
-
144,621
-
144,621
-
18,325
-
118
31
18,474
-
-
-
-
-
-
-
134,300
-
134,300
-
46,231
-
133
178
46,542
698,406
9,920
963
23,363
642
7,131
11,392
-
116,358
868,175
228,275
37,809
1,015
3,754
63,712
334,565
660,743
10,070
1,808
23,988
-
-
-
-
126,339
822,948
267,042
90,570
2,759
3,035
91,819
455,225
163,095
180,842
1,202,740
1,278,173
36,931
(2,330)
59,462
94,063
-
94,063
15,029
-
-
-
-
-
15,029
54,003
-
-
-
-
-
54,003
69,032
36,931
(2,330)
85,554
120,155
-
120,155
14,441
-
-
-
-
-
14,441
40,247
-
5,999
-
-
-
46,246
60,687
36,931
(2,330)
390,277
424,878
82,990
507,868
385,549
1,102
60,230
14,453
1,237
12,605
475,176
113,168
4,859
88,369
5,990
809
6,501
219,696
694,872
36,931
(2,330)
354,016
388,617
62,508
451,125
436,120
-
112,879
9,931
3,301
13,315
575,546
164,288
3,011
76,806
-
803
6,594
251,502
827,048
163,095
180,842
1,202,740
1,278,173
Assets
Non-Current
Property, plant and equipment
Land use rights
Exploration and evaluation costs
Mine development costs
Investment property
Right-of-use assets
Deferred tax assets
Interests in subsidiaries
Interests in associates
Current
Inventories
Trade and other receivables
Capitalised contract costs
Prepayments
Cash and bank balances
Total assets
Equity
Capital and Reserves
Share capital
Treasury shares
Reserves
Non-controlling interests
Total equity
Liabilities
Non-Current
Borrowings
Lease liabilities
Trade and other payables
Provisions
Deferred tax liabilities
Deferred capital grant
Current
Trade and other payables
Contract liabilities
Borrowings
Lease liabilities
Deferred capital grant
Income tax payables
Total liabilities
Total equity and liabilities
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
37
OM Holdings Limited | Annual Report 2019 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the financial year ended 31 December 2019
Revenue
Cost of sales
Gross profit
Other income
Distribution costs
Administrative expenses
Other operating expenses
Finance costs
Profit from operations
Share of results of associates
Profit before income tax
Income tax
Profit for the year
Other comprehensive income/(loss), net of tax:
Items that may be reclassified subsequently to profit or loss
Currency translation differences arising from foreign subsidiaries
Cash flow hedges
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit/(Loss) attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income/(loss) attributable to:
Owners of the Company
Non-controlling interests
Profit per share
- Basic
- Diluted
Year ended
Year ended
31 December
31 December
2019
A$’000
2018
A$’000
Note
3
26
27
27
28
29
30
30
1,026,454
(874,001)
1,510,416
(1,157,128)
152,453
4,334
(47,692)
(20,383)
(27,952)
(32,220)
28,540
30,381
58,921
(2,849)
56,072
353,288
2,356
(54,566)
(35,244)
(30,984)
(44,881)
189,969
46,958
236,927
(52,270)
184,657
(15)
919
904
24,409
461
24,870
56,976
209,527
56,641
(569)
56,072
57,742
(766)
56,976
Cents
7.69
7.69
161,722
22,935
184,657
181,761
27,766
209,527
Cents
22.05
21.79
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
38
OM Holdings Limited | Annual Report 2019 l
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OM Holdings Limited | Annual Report 2019
CONSOLIDATED STATEMENT OF CASH FLOWS
for the financial year ended 31 December 2019
Cash Flows from Operating Activities
Profit before income tax
Adjustments for:
Amortisation of land use rights
Amortisation of deferred capital grant
Amortisation of mine development costs
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Depreciation of investment property
Write off of exploration and evaluation costs
Write off of goodwill from acquisition of subsidiary
Write off of property, plant and equipment
Write off of warrants
Loss on disposal of property, plant and equipment
Unwinding of discount on non-current trade payables
Reclassification from hedging reserve to profit or loss
Impairment loss on trade and other receivables
Interest expense
Interest income
Share of results of associates
Operating profit before working capital changes
Decrease/(Increase) in inventories
Decrease in trade receivables
Decrease/(Increase) in capitalised contract costs
Decrease in prepayments, deposits and
other receivables
Increase in contract liabilities
Decrease in trade payables
Decrease in other payables
Increase in provisions
Cash generated from operations
Income tax paid
Net cash generated from operating activities
Cash Flows from Investing Activities
Payments for exploration and evaluation costs
Payments for mine development costs
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of a subsidiary
Loan repayment and dividend received from an associate
Interest received
Net cash (used in)/generated from investing activities
Year ended
Year ended
31 December
2019
31 December
2018
Note
A$’000
A$’000
58,921
236,927
5, 27
24, 27
7, 27
4, 27
9, 27
8, 27
6, 27
11, 27
27
19, 27
27
27
29
14, 27
27
26
6
7
4
11
204
(814)
5,147
42,369
6,156
11
2,706
-
121
620
121
1,128
919
278
32,220
(898)
(30,381)
118,828
38,994
44,860
1,754
7,208
1,859
(71,576)
(17,548)
4,522
128,901
(30,199)
98,702
(1,861)
(4,522)
(76,564)
95
-
40,362
898
(41,592)
193
(760)
9,052
36,751
-
-
932
2,550
116
-
-
2,464
461
-
44,881
(405)
(46,958)
286,204
(13,163)
1,034
(2,759)
2,573
3,301
(53,426)
(38,184)
3,899
189,479
(9,886)
179,593
(573)
(1,014)
(29,172)
-
(2,550)
35,623
405
2,719
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
40
OM Holdings Limited | Annual Report 2019
CONSOLIDATED STATEMENT OF CASH FLOWS
for the financial year ended 31 December 2019
Cash Flows from Financing Activities
Repayment of bank and other loans (Note A)
Proceeds from bank and other loans (Note A)
Principal repayment of lease liabilities (Note A)
Repayment to finance lease creditors (Note A)
Buy-back of warrants
Issue of ordinary shares, net of issue costs
Capital contribution by non-controlling interest shareholder
Acquisition of irredeemable convertible preference shares in subsidiary from non-controlling interest
shareholder
Increase in cash collateral
Dividend paid
Interest paid (Note A)
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Exchange difference on translation of cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year (Note 16)
Note A Reconciliation of liabilities arising from financing activities
Year ended
Year ended
31 December
2019
31 December
2018
A$’000
A$’000
(67,594)
23,081
(6,415)
-
-
-
22,476
-
(2,039)
(23,329)
(33,664)
(87,484)
(30,374)
79,046
228
48,900
(41,960)
-
-
(921)
(641)
2,060
-
(25,040)
(8,310)
(22,101)
(38,252)
(135,165)
47,147
29,913
1,986
79,046
The following is the disclosure of the reconciliation of items for which cash flows have been, or will be, classified as financing activities,
excluding equity items:
1
January
2019
A$’000
-
1,092
Lease liabilities
Finance leases
Cash
inflows
A$’000
Cash
outflows
A$’000
Interest
paid
A$’000
Adoption
of
IFRS 16
A$’000
(6,415)
(591)
6,495
-
-
-
Bank and other loans
511,834
23,081
(67,594)
Trade and other
payables - Interest
payables
8,556
-
-
(33,073)
-
-
(1,092)
-
-
1
January
2018
A$’000
2,013
508,668
1,927
Cash inflows
A$’000
-
-
-
Finance leases
Bank and other loans
Trade and other
payables - Interest
payables
Cash
outflows
A$’000
(921)
(41,960)
Interest paid
A$’000
(98)
-
Non-cash changes
New
leases
A$’000
6,964
-
-
-
Foreign
exchange
difference
A$’000
Interest
expense
A$’000
31
December
2019
A$’000
48
-
6,597
591
7,092
-
-
-
473,918
-
31,629
7,112
Non-cash changes
Foreign
exchange
difference
A$’000
-
45,126
Interest
expense
A$’000
98
-
31
December
2018
A$’000
1,092
511,834
-
(38,154)
-
44,783
8,556
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
41
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
1
General information
The financial statements of the Company and of the Group for the financial year ended 31 December 2019 were authorised for issue
in accordance with a resolution of the Directors on the date of the Directors’ Statement.
The Company is incorporated as a limited liability company listed on the Australian Securities Exchange and is domiciled in
Bermuda.
The registered office is located at Clarendon House, 2 Church Street Hamilton, HM11 Bermuda.
2(a) Basis of preparation
The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRSs”), which collectively
includes all applicable individual IFRSs and Interpretations approved by the International Accounting Standard Board (“IASB”),
and all applicable individual International Accounting Standards (“IASs”) and Interpretations as originated by the Board of the
International Accounting Standards Committee and adopted by the IASB.
The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies
below.
The financial statements are presented in Australian Dollar which is the Company’s functional currency. All financial information
is presented in Australian Dollar, unless otherwise stated.
As at 31 December 2019, the Company has net assets of A$94,063,000 (2018: A$120,155,000) and net current liabilities of A$35,529,000
(2018: net current assets of A$296,000). Included in the Company’s current liabilities as at 31 December 2019 is a non-trade amount
owing to OM Materials (S) Pte Ltd (“OMS”), a wholly-owned subsidiary, of A$52,031,000 (2018: A$35,368,000) that the Company has
full control and discretion over the timing on which the subsidiary will demand for repayment from the Company. Excluding this
amount owing to OMS, the Company would have net current assets of A$16,502,000 (2018: A$35,664,000) as at 31 December 2019.
Therefore, the Company is of the view that the preparation of financial statements on a going concern basis is appropriate.
Significant accounting estimates and judgements
The preparation of the financial statements in conformity with IFRS requires the use of judgements, estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the financial year. Although these estimates are based on
management’s best knowledge of current events and actions, actual results may differ from those estimates.
The critical accounting estimates and assumptions used and areas involving a high degree of judgement are described below.
Significant judgements in applying accounting policies
Income taxes (Note 28)
The Group has exposures to income taxes in numerous jurisdictions. Significant judgement is involved in determining the group-
wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is
uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of
whether additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will
impact the income tax and deferred tax provisions in the period in which such a determination is made.
Determination of functional currency
The Group measures foreign currency translation in the respective currencies of the Company and its subsidiaries. In determining
the functional currencies of the entities in the Group, judgement is required to determine the currency that mainly influences sales
prices for goods and services and of the country whose competitive forces and regulations mainly determines the sales prices of its
goods and services. The functional currencies of the entities in the Group are determined based on management’s assessment of the
economic environment in which the entities operate and the entities’ process of determining sales prices.
Allowance for expected credit losses (ECL) of trade and other receivables (Note 14)
Allowance for ECL of trade and other receivables are based on assumptions about risk of default and expected loss rates. The Group
uses judgement in making these assumptions and selecting the inputs to the ECL calculation, based on the Group’s past collection
history, existing market conditions as well as forward looking estimates at each reporting date. Probability of default constitutes
a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the
calculation of which includes historical data, assumptions and expectations of future conditions.
The Company and the Group adopt a simplified approach and uses a provision matrix to calculate ECL for receivables which are
trade in nature. The provision rates are based on days past due for groupings of various customer segments that have similar loss
patterns. The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix
to adjust historical credit loss experience with forward-looking information. The assessment of the correlation between historical
observed default rates, forecast economic conditions and ECL is a significant estimate. The amount of ECL is sensitive to changes in
circumstances and forecast economic conditions.
42
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(a) Basis of preparation (Cont’d)
Significant judgements in applying accounting policies (Cont’d)
Allowance for expected credit losses (ECL) of trade and other receivables (Note 14) (Cont’d)
The Company and the Group apply the 3-stage general approach to determine ECL for receivables which are non-trade in nature.
ECL is measured as an allowance equal to 12-month ECL for stage-1 assets, or lifetime ECL for stage-2 or stage-3 assets. An asset
moves from stage-1 to stage-2 when its credit risk increases significantly and subsequently to stage-3 as it becomes credit-impaired.
In assessing whether credit risk has significantly increased, the Company considers qualitative and quantitative reasonable and
supportable forward looking information. Lifetime ECL represents ECL that will result from all possible default events over the
expected life of a financial instrument whereas 12-month ECL represents the portion of lifetime ECL expected to result from default
events possible within 12 months after the reporting date.
Deferred tax assets (Note 10)
The Group reviews the carrying amount of deferred tax assets at the end of each reporting period. Deferred tax assets are recognised
to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilised.
This involves judgement regarding future financial performance of the particular legal entity or tax group in which the deferred
tax asset has been recognised. Management has assessed that it is reasonable to recognise deferred tax assets based on probable
future taxable income.
Determination of cash-generating units (CGU)
A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash
inflows from other assets or groups of assets. In determining appropriate CGU level, the Group has considered whether there are:
active markets for intermediate products; external users of the processing assets; mining or smelting operations through the use
of shared infrastructure; stand-alone mines or smelting plants operated on a portfolio basis. Significant judgement is required by
management to determine whether multiple assets should be grouped to form a CGU. Management has identified the appropriate
CGU level to be the mine or smelting plant together with their direct processing assets at the same location.
Critical assumptions used and accounting estimates in applying accounting policies
Impairment of non-financial assets
Non-financial assets comprise property, plant and equipment (Note 4), land use rights (Note 5), exploration and evaluation costs
(Note 6), mine development costs (Note 7) and right-of-use assets (Note 9). Determining whether the carrying value is impaired
requires an estimation of the value in use of the cash-generating units. This requires the Group to estimate the future cash flows
expected from the cash-generating units and an appropriate discount rate in order to calculate the present value of cash flows.
Management has performed the impairment test and assessed that no impairment was required. The carrying amount is disclosed
in the statement of financial position.
Mine development costs (Note 7)
The fair value of the mine development costs was determined based on property highest and best use, using the income approach.
If the fair value of the mine development costs increases/decreases by 10% from management’s determination, the Group’s profit
for the year will decrease/increase by approximately A$2,336,000 (2018 - A$2,399,000).
Impairment of investment in subsidiaries (Note 11)
Determining whether an investment in subsidiaries is impaired requires an estimation of the value-in-use of that investment.
The value-in-use calculation requires the Company to estimate the future cash flows expected from the cash-generating units
and an appropriate discount rate in order to calculate the present value of the future cash flows. Management has evaluated the
recoverability of the investment based on such estimates and assessed that no impairment was required.
Net realisable value of inventories (Note 13)
Net realisable value of inventories is the estimated selling price in the ordinary course of business, less the estimated cost necessary
to make the sale. These estimates are based on the current market conditions and historical experiences of selling products of similar
nature. It could change significantly as a result of competitor actions in response to changes in market conditions. Management
reassesses the estimations at the end of each reporting date. The carrying amount of the inventories as at 31 December 2019 is
A$228,275,000 (2018 - A$267,042,000).
Estimation of the incremental borrowing rate (“IBR”)
For the purpose of calculating the right-of-use asset and lease liability, an entity applies the interest rate implicit in the lease
(“IRIIL”) and, if the IRIIL is not readily determinable, the entity shall use its IBR applicable to the lease asset. The IBR is the rate of
interest that the entity would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain
an asset of a similar value to the right-of-use asset in a similar economic environment. For most of the leases whereby the Group
is the lessee, the IRIIL is not readily determinable. Therefore, the Group estimates the IBR relevant to each lease asset by using
observable inputs (such as market interest rate and asset yield) when available, and then making certain lessee specific adjustments
(such as a group entity’s credit rating). The carrying amounts of the Group’s right-of-use assets and lease liabilities are disclosed in
Note 9 and 21 respectively. An increase/decrease of 50 basis points in the estimated IBR will not significantly decrease/increase the
Group’s right-of-use assets and lease liabilities.
43
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(b)
Interpretations and amendments to published standards effective in 2019
On 1 January 2019, the Group and the Company have adopted all the new and revised IFRS, IFRS interpretations (“IFRS INT”) and
amendments to IFRS, effective for the current financial year that are relevant to them. The adoption of these new and revised IFRS
pronouncements does not result in significant changes to the Group’s and the Company’s accounting policies and has no material
effect on the amounts or the disclosures reported for the current or prior reporting periods, except as discussed below:
Reference
IFRS 16
IFRIC 23
IFRS 16 Leases
Description
Leases
Uncertainty over Income Tax Treatments
Effective date
(Annual periods
beginning on
or after)
1 January 2019
1 January 2019
IFRS 16 Leases supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-
Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease, and pronounces new or amended
requirements with respect to lease accounting. For lessee accounting, IFRS 16 introduces significant changes by removing the
distinction between operating and finance leases and requiring the recognition of a right-of-use asset and a lease liability at
commencement for all leases, except for short-term leases and leases of low-value assets when such recognition exemptions are
adopted. For lessor accounting, the requirements have remained largely unchanged. The impact of the adoption of IFRS 16 on the
Group’s financial statements are discussed below.
The date of initial application of IFRS 16 for the Group was 1 January 2019. The Group has elected to transition to IFRS 16 using the
cumulative catch-up (or modified retrospective) approach which requires the Group to recognise the cumulative effect of initially
applying IFRS 16 as an adjustment to the opening balance of retained earnings at the date of initial application, without restatement
of comparatives under IAS 17.
(a) Definition of a lease
The new definition of a lease under IFRS 16 mainly relates to the concept of ‘control’ that determines whether a contract contains a
lease on the basis of whether the customer has the right to control the use of an identified asset for a period of time in exchange for
consideration, which is in contrast to the concept of ‘risks and rewards’ under IAS 17.
The Group has elected to apply the practical expedient available on transition to IFRS 16 not to reassess whether a contract is, or
contains, a lease. Accordingly, the superseded definition of a lease under IAS 17 continues to be applied to those leases entered into,
or modified, before 1 January 2019, and the Group applies the new definition of a lease and related guidance set out in IFRS 16 only
to those lease contracts entered into, or modified, on or after 1 January 2019. After the transition to IFRS 16, the Group shall reassess
whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed.
The new requirements for identifying a lease under IFRS 16 do not change significantly the scope of contracts that will meet the
definition of a lease for the Group.
(b) Lessee accounting
(i) Former operating leases
Before the adoption of IFRS 16, the Group’s non-cancellable operating lease payments in future reporting periods for leasehold
buildings and office equipment, were not recognised as liabilities in the statement of financial position but were disclosed as
commitments in the notes to the financial statements, and these lease payments were reported as rental expenses in the profit or
loss over the lease term on a straight-line basis and presented under operating activities in the statement of cash flows. Under IFRS
16, the Group recognises right-of-use assets and lease liabilities in the statement of financial position for these outstanding lease
payments, reports depreciation of right-of-use assets and interest expense on lease liabilities in the profit or loss, and presents these
lease payments as principal repayment and interest paid separately under financing activities in the statement of cash flows.
Under IFRS 16, lease incentives are recognised as part of the measurement of the right-of-use assets and lease liabilities whereas
under IAS 17, they resulted in the recognition of a lease incentive liability, amortised as a reduction of rental expenses on a straight-
line basis.
The Group has elected, as a practical expedient of IFRS 16, not to separate non-lease components from lease components for all
classes of underlying assets and instead account for each lease component and any associated non-lease components as a single
lease component, except if the non-lease component is an embedded derivative according to IFRS 9.
For short-term leases and leases of low-value assets, the Group has elected for exemption under IFRS 16 from recognising their
right-of-use assets and lease liabilities, and to report lease expenses in the profit or loss on a straight-line basis.
44
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(b)
Interpretations and amendments to published standards effective in 2019 (Cont’d)
IFRS 16 Leases (Cont’d)
(b) Lessee accounting (Cont’d)
(i) Former operating leases (Cont’d)
On 1 January 2019, the Group has applied the following IFRS 16 transition provisions under the cumulative catch-up approach for
each lease, or each portfolio of leases with reasonably similar characteristics, formerly classified as operating lease under IAS 17:
•
•
•
•
recognises a lease liability at the present value of the remaining lease payments using the lessee’s incremental borrowing
rate for the underlying lease asset;
recognises a right-of-use asset, on a lease-by-lease basis, for leasehold buildings and office equipment, at an amount equal
to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in
the statement of financial position immediately before the date of initial application;
applies IAS 36 Impairment of Assets to perform an impairment review of the right-of-use asset; and
adjusts any difference between the carrying amounts of the right-of-use asset and the lease liability to the opening balance
of retained earnings.
The Group has adopted the following IFRS 16 practical expedients when applying the cumulative catch-up transition approach to
leases formerly classified as operating lease under IAS 17:
•
•
•
•
•
applies a single discount rate to a portfolio of leases with reasonably similar characteristics;
adjusts the right-of-use asset at the date of initial application by the amount of provision for onerous leases recognised
under IAS 37 Provisions, Contingent Liabilities and Contingent Assets in the statement of financial position immediately before
the date of initial application, as an alternative to performing an impairment review under IAS 36;
elects not to recognise the right-of-use asset and lease liability for a lease with a lease term ending within twelve months of
the date of initial application;
excludes initial direct costs from the measurement of the right-of-use asset at the date of initial application; and
uses hindsight for determining the lease term when the contract contains options to extend or terminate the lease.
(ii) Former finance leases
On 1 January 2019, with regards to the Group’s leases of plant and machinery and motor vehicles that were formerly classified as
finance leases under IAS 17, the carrying amounts of the leased assets (in property, plant and equipment) and obligations under
finance leases immediately before the date of initial application become respectively the opening balance of the carrying amounts
of right-of-use assets and lease liabilities under IFRS 16. Subsequently, the Group accounts for these right-of-use assets and lease
liabilities in accordance with IFRS 16.
(iii) Land use rights
The Group had made prepayments for the usage of land in the People’s Republic of China (“PRC”) and Malaysia under formerly
known operating leases, which were presented as land use rights in the statement of financial position. Under IFRS 16, these
prepaid land use rights form part of the Group’s right-of-use assets.
(c) Lessor accounting
The Group contracts (as a lessor) with tenants to rent out office premises for which the Group has continued to classify as an
operating lease using similar principles as in IAS 17. Therefore, IFRS 16 does not impact the operating leases where the Group is
the lessor.
(d) Deferred tax effects on adoption of IFRS 16
In certain jurisdictions that the Group operates in, tax deductions are available only for the lease payments as they are paid, and no
tax deduction is allowed for the leased assets depreciation or finance cost. On 1 January 2019, these tax circumstances gave rise to
temporary differences on initial recognition of both the right-of-use asset and lease liability. However, these deferred tax effects are
not significant and therefore not recognised.
45
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(b)
Interpretations and amendments to published standards effective in 2019 (Cont’d)
IFRS 16 Leases (Cont’d)
(e) Financial impact of initial application of IFRS 16
The weighted average incremental borrowing rate applied to measure the Group’s lease liabilities recognised in the statement of
financial position on 1 January 2019 was 3.82%.
A reconciliation of the differences between the Group’s operating lease commitments previously disclosed in the financial
statements as at 31 December 2018 and the Group’s lease liabilities recognised in the statement of financial position on 1 January
2019 was as follows:
Operating lease commitments as at 31 December 2018
(Less)/Add effects of:
Short-term leases exempted from recognition
Leases of low-value assets exempted from recognition
Discounting based on the weighted average incremental borrowing rate
Obligations under finance lease at 31 December 2018 reclassified to lease liabilities
Lease liabilities as at 1 January 2019
The effects of adoption of IFRS 16 on the Group’s financial statements as at 1 January 2019 were as follows:
Assets:
Property, plant and equipment
Right-of-use assets
Liabilities:
Borrowings – obligations under finance leases
Lease liabilities
Equity:
Reserves – Retained profits
Non-controlling interests
IFRIC 23 Uncertainty of Income Tax Treatments
A$’000
6,943
(982)
(55)
(503)
1,092
6,495
Increase/
(Decrease)
A$’000
(848)
6,251
5,403
(1,092)
6,495
5,403
-
-
-
This Interpretation provides guidance on how to determine an entity’s taxable profits (or tax losses), tax bases, unused tax losses,
unused tax credits and tax rates where there is uncertainty over income tax to be accounted for under IAS 12. The Interpretation is
effective for annual reporting periods beginning on or after 1 January 2019. Management has reassessed all deferred and current
income tax assets and liabilities and there is no material impact on the consolidation financial statements of the Group.
The Group has adopted IFRIC 23 for the first time in the current year. IFRIC 23 sets out how to determine the accounting tax position
when there is uncertainty over income tax treatments. The Interpretation requires the Group to:
•
•
determine whether uncertain tax positions are assessed separately or as a group; and
assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an
entity in its income tax filings, as follows:
-
-
if yes, the Group should determine its accounting tax position consistently with the tax treatment used or planned
to be used in its income tax filings; or
if no, the Group should reflect the effect of uncertainty in determining its accounting tax position using either the
most likely amount or the expected value method.
There is no material impact to the Group’s and the Company’s financial statements.
46
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(c)
IFRS not yet effective
The following are not expected to have any financial impact, being the new or amended IFRS and Interpretations issued in 2019 and
which are not yet effective but may be early adopted for the current financial year:
Reference
Description
Amendments to IFRS 3
Definition of a Business
Amendments to IAS 1 and IAS 8
Definition of Material
Amendments to IAS 1
Classification of Liabilities as Current or Non-Current
Amendments to IFRS 3 Definition of a Business
Effective date
(Annual periods
beginning on
or after)
1 January 2020
1 January 2020
1 January 2022
The amendments clarify that while businesses usually have outputs, outputs are not required for an integrated set of activities and
assets to qualify as a business. To be considered a business, an acquired set of activities and assets must include, at a minimum,
an input and a substantive process that together significantly contributes to the ability to create outputs. Additional guidance is
provided that helps to determine whether a substantive process has been acquired.
The amendments introduce an optional concentration test that permits a simplified assessment of whether an acquired set of
activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business
if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets.
The amendments are applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on
or after the first annual reporting period beginning on or after 1 January 2020, with early application permitted.
Amendments to IAS 1 and IAS 8 Definition of Material
The amendments are intended to make the definition of ‘material’ in IAS 1 easier to understand and are not intended to alter the
underlying concept of materiality in IAS. The concept of ‘obscuring’ material information with immaterial information has been
included as part of the new definition. The threshold for materiality influencing users has been changed from ‘could influence’ to
‘could reasonably be expected to influence’. The definition of ‘material’ in IAS 8 has been replaced by a reference to the definition
of ‘material’ in IAS 1. In addition, the other IFRS and the Conceptual Framework, which contain a definition of ‘material’ or refer to
the term ‘material’, have been updated to ensure consistency.
The amendments are applied prospectively for annual periods beginning on or after 1 January 2020, with earlier application
permitted.
Amendments to IAS 1 Classification of Liabilities as Current or Non-Current
The amendments, which affect only the presentation of liabilities in the statement of financial position, clarify that:
•
•
•
the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the
reporting period and align the wording in all affected paragraphs to refer to the “right” to defer settlement by at least twelve
months and make explicit that only rights in place “at the end of the reporting period” should affect the classification of a
liability;
the classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability;
and
the settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.
The amendments are effective for annual reporting periods beginning on or after 1 January 2022 and are to be applied retrospectively.
Earlier application is permitted.
2(d) Summary of significant accounting policies
Consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the
reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are
prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in
similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intragroup transactions and
dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control and continues to be
consolidated until the date that such control ceases.
Losses and other comprehensive income are attributable to the non-controlling interest even if that results in a deficit balance.
47
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Subsidiaries
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less the allowance for any impairment
losses on an individual subsidiary basis.
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed, or has rights to
variable returns from its involvement with the investee and has the ability to affect those returns through its power over the
investee.
Thus, the Group controls an investee if and only if the Group has all of the following:
-
-
-
power over the investee;
exposure, or rights to variable returns from its involvement with the investee; and
the ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control listed above.
When the Group has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights
are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all
relevant facts and circumstances in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power,
including:
-
-
-
-
the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Group, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the
relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.
Transactions with Non-controlling interest
Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and
are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement
of financial position, separately from equity attributable to owners of the Company.
Changes in ownership interests in subsidiaries without change of control
Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as
equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners
of the Company.
Changes in ownership interests in subsidiaries resulting in loss of control
When the Group loses control over a subsidiary, it:
-
-
-
-
-
-
-
de-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts as at that date when
control is lost;
de-recognises the carrying amount of any non-controlling interest;
de-recognises the cumulative translation differences recorded in equity;
recognises the fair value of the consideration received;
recognises the fair value of any investment retained;
recognises any surplus or deficit in the profit or loss; and
re-classifies the Group’s share of components previously recognised in other comprehensive income to the profit or loss or
retained earnings, as appropriate.
When the Group loses control of a subsidiary, a gain or loss is recognised in the profit or loss and is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the
previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interest. All
amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had
directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to the profit or loss or transferred to another
category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary
at the date when the control is lost is regarded as the fair value on the initial recognition for subsequent accounting under IFRS 9,
when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
48
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Subsidiaries (Cont’d)
Business combinations
Business combinations are accounted for by applying the acquisition method whereby identifiable assets acquired and liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date.
Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in the profit
or loss. The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any), that are
present ownership interests and entitle their holders to a proportionate share of net assets in the event of liquidation, is recognised
on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
Other components of non-controlling interests are measured at their acquisition date fair value, unless another measurement basis
is required by another IFRS.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling
interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net
fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. In instances where the latter amount exceeds
the former, the excess is recognised as a gain on bargain purchase in the profit or loss on the acquisition date.
Associates
An associate is an entity over which the Group has the power to participate in the financial and operating policy decisions of the
investee but not control or joint control over those policies.
The Group accounts for its investments in associates using the equity method from the date on which it becomes an associate.
On acquisition of the investment, any excess of the cost of the investment over the Group’s share of the net fair value of the investee’s
identifiable assets and liabilities is accounted as goodwill and is included in the carrying amount of the investment. Any excess of
the Group’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is included
as income in the determination of the entity’s share of the associate’s profit or loss in the period in which the investment is acquired.
Under the equity method, the investments in associates are carried in the Group’s statement of financial position at cost plus post-
acquisition changes in the Group’s share of net assets of the associates. The profit or loss reflects the share of results of operations
of the associates. Distributions received from associates reduce the carrying amount of the investment. Where there has been
a change recognised in other comprehensive income by the associates, the Group recognises its share of such changes in other
comprehensive income. Unrealised gains and losses resulting from transaction between the Group and the associate are eliminated
to the extent of the interest in the associates.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the associate.
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss,
on the Group’s investment in the associate. The Group determines at the end of each reporting period whether there is any objective
evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the
difference between the recoverable amount of the associate and its carrying value and recognises the amount in the profit or loss.
The financial statements of the associates are prepared as the same reporting date as the Company. Where necessary, adjustments
are made to bring the accounting policies in line with those of the Group.
Upon loss of significant influence or joint control over the associate, the Group measures any retained interest at fair value. Any
difference between the fair value of the aggregate of the retained interest and proceeds from disposal and the carrying amount of
the investment at the date the equity method was discontinued is recognised in the profit or loss.
The Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate on the same
basis as would have been required if that associate or joint venture had directly disposed of the related assets or liabilities.
When an investment in an associate becomes an investment in a joint venture, the Group continues to apply the equity method and
does not re-measure the retained interest.
If the Group’s ownership interest in an associate is reduced, but the Group continues to apply the equity method, the Group
reclassifies to the profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive
income relating to that reduction in ownership interest if that gain or loss would be required to be reclassified to the profit or loss
on the disposal of the related assets or liabilities.
49
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Intangible assets
Intangible assets are accounted for using the cost model with the exception of goodwill. Capitalised costs are amortised on a
straight-line basis over their estimated useful lives for those considered as finite useful lives. After initial recognition, they are
carried at cost less accumulated amortisation and accumulated impairment losses, if any. In addition, they are subject to annual
impairment testing. Indefinite life intangibles are not amortised but are subject to annual impairment testing.
Intangible assets are written off where, in the opinion of the Directors, no further future economic benefits are expected to arise.
Goodwill
Goodwill on the acquisition of subsidiaries on or after 1 January 2010 represents the excess of the consideration transferred, the
amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the
acquiree over the fair value of the net identifiable assets acquired.
Goodwill on acquisition of subsidiaries prior to 1 January 2010 and on acquisition of joint ventures and associated companies
represents the excess of the cost of the acquisition over the fair value of the Group’s share of the net identifiable assets acquired.
Goodwill on subsidiaries and joint ventures is recognised separately as intangible assets and carried at cost less accumulated
impairment losses.
Goodwill on associated companies is included in the carrying amount of the investments.
Gains and losses on the disposal of subsidiaries, joint ventures and associated companies include the carrying amount of goodwill
relating to the entity sold, except for goodwill arising from acquisition prior to 1 January 2001. Such goodwill was adjusted against
retained profits in the year of acquisition and is not recognised in the profit or loss on disposal.
Exploration and evaluation costs
Exploration and evaluation costs relate to mineral rights acquired and exploration and evaluation expenditures capitalised in
respect of projects that are at the exploration/pre-development stage.
Exploration and evaluation assets are initially recognised at cost. Subsequent to initial recognition, they are stated at cost less
any accumulated impairment losses. These assets are reclassified as mine development costs upon the commencement of mine
development, when technical feasibility and commercial viability of extracting mineral resources becomes demonstrable.
Exploration and evaluation expenditures in the relevant area of interest comprises costs which are directly attributable to
acquisition, surveying, geological, geochemical and geophysical, exploratory drilling, land maintenance, sampling, and assessing
technical feasibility and commercial viability.
Exploration and evaluation expenditures also include the costs incurred in acquiring mineral rights, the entry premiums paid to
gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects. Capitalised costs,
including general and administrative costs, are only allocated to the extent that these costs can be related directly to operational
activities in the relevant area of interest, where the existence of a technically feasible and commercially viable mineral deposit has
been established.
The carrying amount of the exploration and evaluation assets is reviewed annually and adjusted for impairment in accordance with
IAS 36 Impairment of Assets whenever one of the following events or changes in facts and circumstances indicate that the carrying
amount may not be recoverable (the list is not exhaustive):
(a)
(b)
(c)
(d)
the period for which the Group has the right to explore in the specific area has expired during the period or will expire in
the near future, and is not expected to be recovered;
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither
budgeted nor planned;
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable
quantities of mineral resources and the Group has decided to discontinue such activities in the specific area; or
sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount
of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.
An impairment loss is recognised in the profit or loss whenever the carrying amount of an asset exceeds its recoverable amount.
Mine development costs
Costs arising from the development of the mine site (except for the expenditures incurred for building the mine site and the purchase
of machinery and equipment for the mining operation which are included in property, plant and equipment) are accumulated in
respect of each identifiable area of interest and are capitalised and carried forward as an asset to the extent that they are expected
to be recouped through the successful mining of the areas of interest.
Accumulated costs in respect of an area of interest subsequently abandoned are written off to the profit or loss in the reporting
period in which the Directors’ decision to abandon is made.
50
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Intangible assets (Cont’d)
Mine development costs (Cont’d)
Amortisation is not charged on the mine development costs carried forward in respect of areas of interest until production
commences. Where mining of a mineral deposit has commenced, the related exploration and evaluation costs are transferred
to mine development costs. When production commences, carried forward mine development costs are amortised on a unit of
production basis. The unit of production basis results in an amortisation charge proportional to the depletion of the estimated
economically recoverable mineral resources.
Pre-production operating expenses and revenues were accumulated and capitalised into the Bootu Creek mine development costs
until 31 August 2006 as the mine was involved in the commissioning phase which commenced in November 2005. Subsequent to 31
August 2006, the Directors of the Company determined that the processing plant was in the condition necessary for it to be capable
of operating in the manner intended so as to seek to achieve design capacity rates. These costs were carried forward to the extent
that they are expected to be recouped through the successful mining of the area of interest.
The amortisation of capitalised mine development costs commenced from 1 September 2006 and continues to be amortised over the
life of the mine according to the rate of depletion of the economically recoverable mineral resources.
Property, plant and equipment
Property, plant and equipment, other than construction in progress (“CIP”), are stated at cost less accumulated depreciation and
accumulated impairment losses, if any. Depreciation is computed using the straight-line method to allocate the depreciable amount
of these assets over their estimated useful lives as follows:
Buildings and infrastructure
Plant and machinery
Computer equipment, office equipment and furniture
Motor vehicles
3 to 20 years
3 to 20 years
1 to 10 years
5 to 10 years
Plant and equipment - Process facility, stated at cost less accumulated depreciation and accumulated impairment losses, if any.
Depreciation is computed using the unit of production method to allocate the depreciable amount of these assets over the estimated
useful lives as follows:
Plant and equipment - Process facility
Life of mine
CIP represents assets in the course of construction for production or for its own use purpose. CIP is stated at cost less any impairment
loss and is not depreciated. Cost includes direct costs incurred during the periods of construction, installation and testing plus
interest charges arising from borrowings used to finance these assets during the construction period. CIP is reclassified to the
appropriate category of property, plant and equipment and depreciation commences when the construction work is completed and
the asset is ready for use.
The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of the items.
Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for
dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset.
Subsequent expenditures relating to property, plant and equipment that have been recognised are added to the carrying amount
of the asset when it is probable that future economic benefits, in excess of the standard of performance of the asset before the
expenditure was made, will flow to the Group and the cost can be reliably measured. Other subsequent expenditure is recognised
as an expense during the financial period in which it is incurred.
For acquisitions and disposals during the financial year, depreciation is provided from the month of acquisition and to the month
before disposal respectively. Fully depreciated property, plant and equipment are retained in the books of accounts until they are
no longer in use.
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted
as appropriate, at the end of each reporting period. The effects of any revision are recognised in the profit or loss when the changes
arise.
Investment property
Investment property comprises leasehold property that is held for long-term rental yields and for capital appreciation. Investment
property is not occupied by the Group.
The Group applies the cost model. Investment property is initially recognised at cost and subsequently carried at cost less
accumulated depreciation, less any impairment in value similar to that for property, plant and equipment. Such costs include cost
of renovation or improvement of the existing investment property at the time that cost is incurred if the recognition criteria are met;
and excludes the costs of day to day servicing of an investment property. Depreciation is computed using the straight-line method
over the estimated useful lives of the investment property of 73 years.
51
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Investment property (Cont’d)
Investment property is de-recognised when either it has been disposed of or when the investment property is permanently
withdrawn from use and no future economic benefit is expected from its disposal. On disposal or retirement of an investment
property, the difference between any disposal proceeds and the carrying amount is recognised in the profit or loss.
The carrying value of investment property is reviewed for impairment when events or changes in circumstances indicate the
carrying value may not be recoverable. If such indication exists and where the carrying values exceed the estimated recoverable
amounts, the assets are written down to their recoverable amounts.
Transfers are made to investment property when, and only when, there is a change in use, evidenced by ending of owner-occupation
or commencement of an operating lease to another party. Transfers are made from the investment property when and only when,
there is a change in use, evidenced by the commencement of owner-occupation or commencement of development with a view to
sell.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs include all direct expenditure and production overheads
based on the normal level of activity. The costs incurred in bringing each product to its present location and conditions are accounted
for as follows:
(a)
(b)
Raw materials at purchase cost on a weighted average basis; and
Finished goods and work in progress at cost of materials and labour and a proportion of manufacturing overheads based
on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the
sale.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and
only when, the Group currently has a legally enforceable right to set off the recognised amounts; and intends either to settle on a
net basis, or to realise the asset and settle the liability simultaneously.
Financial assets
Classification
Financial assets are recognised when and only when the Group becomes a party to the contractual provisions of the instruments.
Financial assets are classified, at initial recognition, in the following measurement categories: amortised cost; fair value through
other comprehensive income (FVOCI); and fair value through the profit or loss (FVTPL). The classification depends on the Group’s
business model for managing the financial assets and the contractual terms of their cash flows determining whether those cash
flows represent ‘solely payment of principal and interest’ (SPPI).
For assets measured at fair value, gains and losses will either be recorded in the profit or loss or other comprehensive income (OCI).
For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable
election at the time of initial recognition to account for the equity instruments at FVOCI. The Group reclassifies debt instruments
when and only when its business model for managing those assets changes.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase
or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or
have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL,
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at FVTPL are expensed in the profit or loss. Financial assets with embedded derivatives are considered in their entirety when
determining whether their cash flows are SPPI.
Trade receivables are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring
promised goods or services to a customer, excluding amounts collected on behalf of a third party, if the trade receivables do not
contain a significant financing component at initial recognition.
52
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Financial assets (Cont’d)
Measurement (Cont’d)
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
•
•
•
Amortised cost: Financial assets that are held for the collection of contractual cash flows where those cash flows represent
SPPI are measured at amortised cost. Financial assets are measured at amortised cost using the effective interest method,
less impairment. Gains and losses are recognised in the profit or loss when the assets are derecognised or impaired, and
through the amortisation process. The Company’s and the Group’s debt instruments at amortised cost include trade and
other receivables, and cash and cash equivalents (including cash collateral).
FVOCI: Financial assets that are held for collection of contractual cash flows and for selling the financial assets, where the
assets’ cash flows represent SPPI, are measured at FVOCI. Financial assets measured at FVOCI are subsequently measured
at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive
income, except for impairment losses, foreign exchange gains and losses and interest calculated using the effective interest
method are recognised in the profit or loss. The cumulative gain or loss previously recognised in other comprehensive
income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is de-recognised.
FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through the profit or loss.
A gain or loss on a debt instruments that is subsequently measured at fair value through the profit or loss and is not part of
a hedging relationship is recognised in the profit or loss in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group has elected to present fair value gains
and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to the profit or
loss following the derecognition of the investment. Dividends from such investments continue to be recognised in the profit or
loss when the Group’s right to receive payments is established. Impairment losses (and reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from other changes in fair value.
Impairment
The Group assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at
amortised cost and FVOCI. ECL are based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
The impairment methodology applied depends on whether there has been a significant increase in credit risk. ECL are recognised
in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECL
are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised
for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
For receivables which are trade in nature, the Group applies a simplified approach in calculating ECL. Therefore, the Group does
not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECL at each reporting date. The Group
has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific
to the debtors and the economic environment.
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group
compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on
the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and
qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is
available without undue cost or effort. The Group presumes that the credit risk on a financial asset has increased significantly since
initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable
information that demonstrates otherwise.
In particular, the following information is taken into account when assessing whether credit risk has increased significantly since
initial recognition:
•
•
•
•
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant
decrease in the debtor’s ability to meet its debt obligations;
an actual or expected significant deterioration in the operating results of the debtor;
significant increases in credit risk on other financial instruments of the same debtor; and
an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor
that results in a significant decrease in the debtor’s ability to meet its debt obligations.
53
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Financial assets (Cont’d)
Impairment (Cont’d)
Credit-impaired financial asset
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of
that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following
events:
•
•
•
•
•
significant financial difficulty of the issuer or the borrower;
a breach of contract, such as a default or past due event;
the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having
granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
the disappearance of an active market for that financial asset because of financial difficulties.
Definition of default
The Group considers the following as constituting an event of default for internal credit risk management purposes, as historical
experience indicates that receivables that meet either of the following criteria are generally not recoverable:
•
•
when there is a breach of financial covenants by the counterparty; or
information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors,
including the Group, in full (without taking into account any collaterals held by the Group).
The Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable
and supportable information to demonstrate that a more lagging default criterion is more appropriate.
Measurement of expected credit losses
The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a
default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data
adjusted by forward-looking information. As for the exposure at default, for financial assets, this is represented by the assets’ gross
carrying amount at the reporting date; for loan commitments and financial guarantee contracts, the exposure includes the amount
drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by the default
date determined based on historical trend, the Group’s understanding of the specific future financing needs of the debtors, and
other relevant forward-looking information.
Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty
and there is no realistic prospect of recovery, e.g. when the counterparty has been placed under liquidation or has entered into
bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery
procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in the profit or loss.
Determination of fair value of financial assets
The fair values of quoted financial assets are based on quoted market prices. If the market for a financial asset is not active, the
Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to
other instruments that are substantially the same, discounted cash flow analysis, and option pricing models, making maximum
use of market inputs. Where fair value of unquoted instruments cannot be measured reliably, fair value is determined by the
transaction price.
Financial liabilities
The Company’s and the Group’s financial liabilities include borrowings, lease liabilities, trade and bill payables, accruals and other
payables.
Financial liabilities are recognised when the Company and the Group become a party to the contractual agreements of the
instrument. All interest-related charges are recognised as an expense in “finance cost” in the profit or loss. Financial liabilities are
de-recognised if the Company’s and the Group’s obligations specified in the contract expire or are discharged or cancelled.
Borrowings
Borrowings are recognised initially at the fair value of proceeds received less attributable transaction costs, if any. Borrowings
are subsequently stated at amortised cost which is the initial fair value less any principal repayments. Any difference between the
proceeds (net of transaction costs) and the redemption value is taken to the profit or loss over the period of the borrowings using
the effective interest method. The interest expense is chargeable on the amortised cost over the period of the borrowings using the
effective interest method.
54
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Financial liabilities (Cont’d)
Borrowings (Cont’d)
Gains and losses are recognised in the profit or loss when the liabilities are de-recognised as well as through the amortisation
process.
Borrowings which are due to be settled within 12 months after the end of the reporting period are included in current borrowings in
the statements of financial position even though the original terms were for a period longer than twelve months and an agreement
to refinance, or to reschedule payments, on a long-term basis is completed after the end of the reporting period. Borrowings to be
settled within the Company’s and the Group’s normal operating cycle are classified as current. Other borrowings due to be settled
more than twelve months after the end of reporting period are included in non-current borrowings in the statements of financial
position.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as
part of the cost of the related asset. Otherwise, borrowing costs are recognised as expenses when incurred. Borrowing costs consist
of interest and other financing charges that the Company and the Group incur in connection with the borrowing of funds.
Capitalisation of borrowing costs commences when the activities to prepare the qualifying asset for its intended use are in progress
and the expenditures for the qualifying asset and the borrowing costs have been incurred. Capitalisation of borrowing costs ceases
when substantially all the activities necessary to prepare the qualifying assets are substantially completed for their intended use.
Foreign exchange differences arising from foreign currency borrowings are capitalised to the extent that they are regarded as an
adjustment to interest costs.
Trade and bill payables/accruals and other payables
Trade and bill payables/accruals and other payables are initially measured at fair value, and subsequently measured at amortised
cost, using the effective interest method.
5% Convertible Note
Convertible notes are initially recorded at fair value. The fair value of the liability portion is determined using a market interest
rate for an equivalent non-convertible bond; this amount is then recorded as a non-current liability on an amortised cost basis until
extinguished on conversion, redemption or maturity of the bonds. The remainder of the proceeds is allocated to the conversion
option, which is recognised and included as a current liability as the convertible note is issued in a currency that is not the functional
currency of the issuer and hence, cannot be classified as equity. As the economic characteristics and risks of the redemption option
are closely related to the host contract, the redemption option is not accounted for separately from the host contract.
Financial guarantees
The Company has issued corporate guarantees to banks for bank borrowings of its subsidiaries. These guarantees are financial
guarantee contracts as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest
payments when due in accordance with the terms of their borrowings.
Financial guarantee contracts are initially recognised at their fair value plus transaction costs in the statement of financial position.
The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the
contractual payments required under the debt instrument and the payments that would be required without the guarantee, or the
estimated amount that would be payable to a third party for assuming the obligations.
Financial guarantee contracts are subsequently measured at the higher of the amount determined in accordance with the ECL
model under IFRS 9 and the amount initially recognised less, where appropriate, the cumulative amount of income recognised in
accordance with the principles of IFRS 15.
Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured
at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a
hedging instrument, and if so, the nature of the item being hedged.
There are 3 types of hedges as follows:
(a)
(b)
(c)
hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge);
hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow
hedge); or
hedges of a net investment in a foreign operation (net investment hedge).
However, the Group only designates certain derivatives as cash flow hedge.
55
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Derivative financial instruments and hedging activities (Cont’d)
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as
well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its
assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are
highly effective in offsetting changes in fair values or cash flows of hedged items.
Movements on the hedging reserve in other comprehensive income are shown in Note 19. The full fair value of a hedging derivative
is classified as a non-current asset or liability when the remaining hedged item is more than 12 months, and as a current asset or
liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset
or liability.
Cash flow hedges
For cash flow hedges, the effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised
immediately in the profit or loss. For hedging instruments used to hedge bank borrowings that finance the construction of a
subsidiary’s ferrosilicon production facility, any ineffective portion is capitalised as part of the cost of the ferrosilicon production
facility (“construction-in-progress”).
Amounts accumulated in equity are reclassified to the profit or loss in the periods when the hedged item affects the profit or loss (for
example, when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps
which hedge variable rate borrowings is recognised in the profit or loss within ‘finance income/cost’. However, when the forecast
transaction that is hedged results in the recognition of a non-financial asset (for example, inventory or fixed assets), the gains and
losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset.
The deferred amounts are ultimately recognised in cost of goods sold in the case of inventory or in depreciation in the case of the
fixed assets.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative
gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised
in the profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in
equity is immediately transferred to the profit or loss.
Derivative financial instruments not designated as hedging instrument
Derivative financial instruments not designated as hedging instruments, in individual contracts or separated from hybrid financial
instruments, are initially recognised at fair value on the date of the derivative contract is entered into and subsequently re-measured
at fair value. Such derivative financial instruments are accounted for as financial assets or financial liabilities at fair value through
the profit or loss. Gains or losses arising from changes in fair value are recorded directly in the profit or loss for the year.
The changes in fair value of the derivative financial instruments not designated as hedges are capitalised as part of the cost of the
ferrosilicon production facility (“construction-in-progress”) if these derivatives are used to hedge the bank borrowings that finance
the construction of the ferrosilicon production facility.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and balances on hand, demand deposits with banks and highly liquid investments
with original maturities of 3 months or less which are readily convertible to cash and which are subject to an insignificant risk of
changes in value.
Share capital and treasury shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted
against the share capital account.
When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the consideration paid including
any directly attributable incremental cost is presented as a component within equity attributable to the Company’s equity holders,
until they are cancelled, sold or reissued.
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the
shares are purchased out of capital of the Company, or against the retained earnings of the Company if the shares are purchased
out of earnings of the Company.
When treasury shares are subsequently sold or reissued pursuant to the employee share option scheme, the cost of treasury shares is
reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental
transaction costs and related income tax, is recognised in the capital reserve of the Company.
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs
is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury
share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity
and the resulting surplus or deficit on the transaction is presented within share premium.
56
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Share premium
Any excess of the proceeds received over the par value of the shares is recorded in share premium.
Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions
will be complied with. Where the grant relates to an asset, the fair value is recognised as deferred capital grant on the statement of
financial position and is amortised to the profit or loss over the expected useful life of the relevant asset by equal annual instalments.
Provisions and contingent liabilities
Provisions are recognised when the Company and the Group have 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. Present obligations arising from onerous contracts are recognised
as provisions.
The Directors review the provisions annually and where in their opinion, the provision is inadequate or excessive, due adjustment
is made.
Where the time value of money is material, provisions are discounted using a current pretax rate that reflects, where appropriate,
the risks specific to the liability. Where discounting is used, the increase in provision due to the passage of time is recognised as
finance costs.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the
obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations,
whose existence will only be confirmed by the occurrence or non-occurrence of one or more future uncertain events not wholly
within the control of the Group are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is
remote.
Contingent liabilities are not recognised in the statements of financial position of the Group, except for contingent liabilities assumed
in a business combination that are present obligations and which the fair values can be reliably measured. Contingent liabilities are
recognised in the course of the allocation of the purchase price to the assets and liabilities acquired in a business combination. They
are initially measured at fair value at the date of acquisition and subsequently measured at the higher of the amount that would be
recognised in a comparable provision as described above and the amount initially recognised less any accumulated amortisation,
if appropriate.
Leases (from 1 January 2019)
(i) The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset
and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases
(defined as leases with a lease term of twelve months or less) and leases of low value assets. For these leases, the Group recognises
the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits from the leased assets are consumed.
(a) Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental
borrowing rate specific to the lessee. The incremental borrowing rate is defined as the rate of interest that the lessee would have to
pay to borrow over a similar term and with a similar security the funds necessary to obtain an asset of a similar value to the right-
of-use asset in a similar economic environment.
Lease payments included in the measurement of the lease liability comprise:
•
•
•
•
•
fixed lease payments (including in-substance fixed payments), less any lease incentives;
variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement
date;
the amount expected to be payable by the lessee under residual value guarantees;
exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition
of the lease liability. The Group shall recognise those lease payments in the profit or loss in the periods that trigger those lease
payments.
For all contracts that contain both lease and non-lease components, the Group has elected to not separate lease and non-lease
components and account these as one single lease component.
The lease liabilities are presented as a separate line item in the statement of financial position.
57
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Leases (from 1 January 2019) (Cont’d)
(i) The Group as lessee (Cont’d)
(a) Lease liability (Cont’d)
The lease liability is subsequently measured at amortised cost, by increasing the carrying amount to reflect interest on the lease
liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (with a corresponding adjustment to the related right-of-use asset or to the profit or loss if
the carrying amount of the right-of-use asset has already been reduced to nil) whenever:
•
•
•
the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment
of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments
using a revised discount rate;
the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual
value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount
rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is
used); or
a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured by discounting the revised lease payments using a revised discount rate at the effective date of the
modification.
(b) Right-of-use asset
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less
accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located
or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and
measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use
asset, unless those costs are incurred to produce inventories.
Depreciation on right-of-use assets is calculated using the straight-line method to allocate their depreciable amounts over the
shorter period of lease term and useful life of the underlying asset, are as follows:
Leasehold buildings
Plant and machinery
Office equipment
Motor vehicle
over lease term of 1 to 2 years
1 to 2 years
5 years
5 to 10 years
If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise
a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts
at the commencement date of the lease.
Costs prepaid for the usage of land in the PRC and Malaysia under leasing agreements form part of the Group’s right-of-use assets
and are presented as land use rights in the statement of financial position. Amortisation of land use rights is calculated on a straight-
line method over the term of use being 50 to 60 years.
The right-of-use assets, except for land use rights, are presented as a separate line item in the statement of financial position.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss.
(ii) The Group as lessor
Generally, the accounting policies applicable to the Group as a lessor in the comparative period were not different from IFRS 16,
except for the classification of the sublease entered into that resulted in a finance lease classification.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and
rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an
operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of
the economic life of the asset.
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to
each lease component on the basis of their relative stand-alone prices. If an arrangement contains lease and non-lease components,
then the Group applies IFRS 15 to allocate the consideration in the contract.
The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further
regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease.
The Group recognises lease payments received from investment property under operating leases as income on a straight- line basis
over the lease term within “revenue” in profit or loss. Rental income from leased property is recognised within “other income” in
the profit or loss.
58
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Leases (before 1 January 2019)
(i) The Group as lessee
(a) Operating lease
Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating
leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in the profit or loss on
a straight-line basis over the period of the lease. Contingent rents are recognised as an expense in the profit or loss when incurred.
(b) Finance lease
Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classified as
finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised on the statement
of financial position as plant and equipment and borrowings respectively, at the inception of the leases based on the lower of the fair
value of the leased assets and the present value of the minimum lease payments.
Each lease payment is apportioned between the interest expense and the reduction of the outstanding lease liability. The interest
expense is recognised within “finance costs” in profit or loss on a basis that reflects a constant periodic rate of interest on the finance
lease liability.
(ii) The Group as lessor
(a) Operating lease
Leases where the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Rental
income from operating leases (net of any incentives given to the lessees) is recognised in profit or loss on a straight-line basis over
the lease term.
Initial direct costs incurred by the Group in negotiating and arranging operating leases are added to the carrying amount of the
leased assets and recognised as an expense in the profit or loss over the lease term on the same basis as the lease income. Contingent
rents are recognised as income in the profit or loss when earned.
Income taxes
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax
authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements except when deferred income tax arises from the initial recognition of goodwill or
an asset or liability in a transaction that is not a business combination and affects neither accounting or taxable profit or loss at the
time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associates and joint
ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that a future taxable profit will be available against which
the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
(i)
(ii)
at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax
liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of reporting
period; and
based on the tax consequence that will follow from the manner in which the Group expects, at the end of reporting period,
to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income taxes are recognised as income or expense in the profit or loss, except to the extent that the tax arises
from a business combination or a transaction which is recognised either in other comprehensive income or directly in equity.
Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
Current tax assets and current tax liabilities are presented net if, and only if:
(a)
(b)
the Group has the legally enforceable right to set off the recognised amounts; and
intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
The Group presents deferred tax assets and deferred tax liabilities net if, and only if:
(a)
(b)
the Group has a legally enforceable right to set off deferred tax assets against deferred tax liabilities; and
the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
(i)
(ii)
the same taxable entity; or
different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax
liabilities or assets are expected to be settled or recovered.
59
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Royalties and Special Mining Taxes
Other tax expense includes the cost of royalty and special mining taxes payable to governments that are calculated on a percentage
of taxable profit whereby profit represents net income adjusted for certain items defined in applicable legislation.
Employee benefits
Defined contribution plan
Retirement benefits to employees are provided through defined contribution plans, as provided by the laws of the countries in
which it has operations. The Singapore incorporated companies in the Group contribute to the Central Provident Fund (“CPF”). The
Australian subsidiary in the Group is required to contribute to employee superannuation plans and such contributions are charged
as an expense as the contributions are paid or become payable.
The Australian subsidiary contributes to individual employee accumulation superannuation plans at the statutory rate of the
employees’ wages and salaries, in accordance with statutory requirements, so as to provide benefits to employees on retirement,
death or disability. Contributions are made based on a percentage of the employees’ basic salaries.
The employees of the Group’s subsidiaries which operate in the PRC are required to participate in a central pension scheme operated
by the local municipal government. These subsidiaries are required to contribute a certain percentage of its payroll costs to the
central pension scheme.
These contributions are charged to the profit or loss in the period to which the contributions relate. The Group’s obligations under
these plans are limited to the fixed percentage contributions payable.
Employee leave entitlements
Employee entitlements to annual leave are recognised when they accrue to employees. Accrual is made for the unconsumed leave
as a result of services rendered by employees up to the end of the reporting period.
Key management personnel
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the
activities of the entity. Directors and certain general managers are considered key management personnel.
Related parties
A related party is defined as follows:
(a)
A person or a close member of that person’s family is related to the Company and the Group if that person:
(i)
(ii)
(iii)
has control or joint control over the Company;
has significant influence over the Company; or
is a member of the key management personnel of the Company or the Group or of a parent of the Company.
(b)
An entity is related to the Company and the Group if any of the following conditions applies:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
the entity and the Company are members of the same group (which means that each parent, subsidiary and fellow
subsidiary is related to the others);
one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group
of which the other entity is a member);
both entities are joint ventures of the same third party;
one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related
to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company;
the entity is controlled or jointly controlled by a person identified in (a);
a person identified in (a) (i) has significant influence over the entity or (ii) is a member of the key management
personnel of the entity (or of a parent of the entity); or
the entity, or any member of a group which is a part, provides key management personnel services to the reporting
entity or to the parent of the reporting entity.
Impairment of non-financial assets
The carrying amounts of the Company’s and the Group’s non-financial assets subject to impairment are reviewed at the end of each
reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated.
If it is not possible to estimate the recoverable amount of the individual asset, then the recoverable amount of the cash-generating
unit to which the assets belong will be identified.
60
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Impairment of non-financial assets (Cont’d)
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating
unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business
combination and represent the lowest level within the company at which management controls the related cash flows.
Individual assets or cash-generating units that include goodwill and other intangible assets with an indefinite useful life or those
not yet available for use are tested for impairment at least annually. All other individual assets or cash-generating units are tested
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the assets or cash-generating units’ carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell and value-
in-use, based on an internal discounted cash flow evaluation. Impairment losses recognised for cash-generating units, to which
goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged
pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for
indications that an impairment loss previously recognised may no longer exist.
Any impairment loss is charged to the profit or loss unless it reverses a previous revaluation in which case it is charged to equity.
With the exception of goodwill,
•
•
•
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount or
when there is an indication that the impairment loss recognised for the asset no longer exists or decreases.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined if no impairment loss had been recognised.
A reversal of an impairment loss on a revalued asset is credited directly to equity under the heading revaluation surplus.
However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in the
profit or loss, a reversal of that impairment loss is recognised as income in the profit or loss.
An impairment loss in respect of goodwill is not reversed, even if it relates to an impairment loss recognised in an interim period
that would have been reduced or avoided had the impairment assessment been made at a subsequent reporting or the end of a
reporting period.
Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised
goods or services to a customer, excluding amounts collected on behalf of third parties. Revenue is recognised when the Group
satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains
control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue
recognised is the amount allocated to the satisfied performance obligation.
Sale of goods
Revenue from the sale of goods is recognised when the goods are delivered to the customer and all criteria for acceptance have been
satisfied and the customer obtains control of the goods. Control of an asset refers to an entity’s ability to direct the use of and obtain
substantially all of the remaining benefits (that is, the potential cash inflows or savings in outflows) from the asset. The amount of
revenue recognised is based on the estimated transaction price, which comprises the contractual price, net of the estimated volume
discounts and adjusted for expected returns.
The Group supplies ores into the China market and international shipments. For the China market, transfer of goods and control
is passed to the customers upon full payment and notification to take deliveries. For international shipments, as the Group does
not have the right to re-direct shipments and the risk of shipments loss in transit and at destination ports is covered by the buyers’
insurance, the transfer of goods and control is passed to the customers upon loading of the goods onto the relevant carrier at the
port of shipment. The majority of customers are required to make full payment before the loading of goods at the port of shipment.
Transportation of goods sold on CFR or CIF Incoterms
Revenue from rendering service for transportation of goods sold is on Cost & Freight (CFR) or Cost, Insurance & Freight (CIF)
Incoterms and is recognised over the period of transportation to the customer. A significant proportion of the Group’s products are
sold under CFR or CIF Incoterms, in which the Group is responsible for providing transportation of the goods after the date that
the Group transfers control of the goods to the customers at the loading port.
The Group’s provision of transportation service for contracts under CFR and CIF Incoterms is a distinct service and, therefore,
a separate performance obligation. The total sales price or transaction price is allocated to the separate performance obligations
comprising of: (a) the product sold; and (b) the transportation service including insurance and freight. Revenue earned from
transportation of goods is recognised over time as the customer simultaneously receives the benefits provided as the Group
performs the transportation service.
61
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Revenue recognition (Cont’d)
Interest income
Interest income is recognised on a time-apportioned basis using the effective interest rate method.
Dividend income
Dividend income is recognised when the right to receive the dividend has been established.
Contract liabilities
Contract liabilities relate to the Group’s obligation to perform services for which the Group has received advances from customers.
Contract liabilities are recognised as revenue as the Group performs the service under the contract.
Capitalised contract costs
Costs to fulfil a contract are capitalised if the costs relate directly to the contract, generate or enhance resources used in satisfying
the contract and are expected to be recovered. Capitalised contract costs are subsequently amortised on a systematic basis as the
Group recognises the related revenue. An impairment loss is recognised in the profit or loss to the extent that the carrying amount
of the capitalised contract costs exceeds the remaining amount of consideration that the Group expects to receive in exchange for
the services to which the contract costs relate, less the costs that relate directly to providing the services and that have not been
recognised as expense.
Functional currencies
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic
environment in which the entity operates (“functional currency”). The financial statements of the Company and the Group are
presented in Australian Dollar, which is also the functional currency of the Company.
Conversion of foreign currencies
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency
using the exchange rates at the dates of the transactions. Currency translation differences from the settlement of such transactions
and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the end of the
reporting period are recognised in the profit or loss.
However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies
and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are
recognised in other comprehensive income and accumulated in the currency translation reserve.
When a foreign operation is disposed of or any borrowings forming part of the net investment of the foreign operation are repaid,
a proportionate share of the accumulated translation differences is reclassified to the profit or loss, as part of the gain or loss on
disposal.
All other foreign exchange gains and losses impacting the profit or loss are presented in the consolidated statement of comprehensive
income within “other operating expenses”.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair
values are determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at
the date of the transactions.
Group entities
The results and financial position of all the entities within the Group that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
(i)
(ii)
(iii)
Assets and liabilities are translated at the closing exchange rates at the end of the reporting period;
Income and expenses for each statement presenting the profit or loss and other comprehensive income (i.e. including
comparatives) shall be translated at exchange rates at the dates of the transactions; and
All resulting currency translation differences are recognised in other comprehensive income and accumulated in the
exchange fluctuation reserve.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the
foreign operations and are translated at the closing rates at the reporting date. For acquisitions prior to 1 January 2010, the goodwill
and fair value adjustments are translated at the exchange rates at the dates of acquisition.
62
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
2(d) Summary of significant accounting policies (Cont’d)
Operating segments
The Group identifies operating segments and prepares segment information based on the regular internal financial information
reported to the executive Directors for their decisions about resources allocation to the Group’s business components and for their
review of the performance of those components. The business components in the internal financial information reported to the
executive Directors are determined following a review of the Group’s major products and services.
The Group has identified the following reportable segments:
Mining
Smelting
Exploration and mining of manganese ore
Production of manganese ferroalloys, ferrosilicon and manganese sinter ore
Marketing and trading
Trading of manganese ore, manganese ferroalloys, ferrosilicon, sinter ore, chrome ore and
iron ore
Each of these operating segments is managed separately as they require different resources as well as operating approaches.
The reporting segment results exclude the change in fair value of derivative financial instruments, finance income and costs, share
of results of associate, income tax and corporate income and expenses which are not directly attributable to the business activities
of any operating segment, and are not included in arriving at the operating results of the operating segment.
Segment assets include property, plant and equipment, land use rights, mine development costs, inventories, receivables and
operating cash and mainly exclude available-for-sale financial assets, deferred tax assets, interest in an associate, goodwill and
corporate assets which are not directly attributable to the business activities of any operating segment, which primarily applies to
the Group’s headquarters.
Segment liabilities comprise operating liabilities and exclude corporate liabilities which are not directly attributable to the business
activities of any operating segment and are not allocated to a segment. These include income tax payables, deferred tax liabilities
and corporate borrowings.
3
Principal activities and revenue
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are as stated in Note
11.
Revenue is turnover derived from activities related to the sales of ore and ferroalloy products and related services which represent
the invoiced value of goods or services sold, net of discounts, goods and services tax and other sales taxes.
63
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
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64
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
4
Property, plant and equipment
Construction
-in-progress
A$’000
Buildings and
infrastructure
A$’000
Plant and
machinery
A$’000
Computer
equipment,
office
equipment
and
furniture
A$’000
Motor
vehicles
A$’000
Total
A$’000
Accumulated depreciation and impairment loss
The Group
Cost
At 1 January 2018
Additions
Written off
Exchange realignment
At 31 December 2018
Adoption of IFRS 16
- Reclassification to
right-of- use assets (Note 9)
At 1 January 2019, as adjusted
Additions
Transfers
Reclassification to
investment property (Note 8)
Disposals
Written off
Exchange realignment
At 31 December 2019
At 1 January 2018
Depreciation for the year
(Note 27)
Written off
Exchange realignment
At 31 December 2018
Adoption of IFRS 16
- Reclassification to right-of-use
assets (Note 9)
At 1 January 2019, as adjusted
Depreciation for
the year (Note 27)
Transfers
Reclassification to
investment property (Note 8)
Disposals
Written off
Exchange realignment
At 31 December 2019
Net book value
At 31 December 2019
At 31 December 2018
2,189
5,611
-
-
7,800
-
7,800
72,254
(6,210)
-
-
-
304
74,148
344
-
-
-
344
-
344
-
-
-
-
-
-
344
22,879
595
(180)
1,172
24,466
675,988
21,344
(120)
66,010
763,222
-
(4,755)
24,466
35
82
(802)
-
(36)
(151)
23,594
758,467
3,576
6,109
-
(4,758)
(114)
5,267
768,547
9,776
83,772
1,336
(163)
518
11,467
34,741
(28)
7,265
125,750
-
(4,381)
11,467
121,369
1,469
(3)
(154)
-
(20)
(97)
12,662
40,102
19
-
(4,547)
(14)
242
157,171
3,683
1,304
(32)
168
5,123
-
5,123
565
68
-
(69)
(19)
15
5,683
2,616
432
(25)
87
3,110
-
3,110
637
-
-
(64)
(14)
-
3,669
2,231
318
-
149
2,698
(712)
1,986
134
(49)
-
-
24
2,095
1,547
242
-
106
1,895
(238)
1,657
161
(16)
-
-
-
13
1,815
706,970
29,172
(332)
67,499
803,309
(5,467)
797,842
76,564
-
(802)
(4,827)
(169)
5,459
874,067
98,055
36,751
(216)
7,976
142,566
(4,619)
137,947
42,369
-
(154)
(4,611)
(48)
158
175,661
73,804
7,456
10,932
12,999
611,376
637,472
2,014
2,013
280
803
698,406
660,743
In 2018, the total carrying amount of plant and machinery and motor vehicles acquired under finance lease for the Group amounted
to A$772,000 and A$579,000 respectively. From 1 January 2019, these leased assets are reclassified to right-of-use assets in the
statement of financial position (Note 9).
Buildings are located in the PRC (2018: Singapore, Malaysia and the PRC).
As of 31 December 2019, property, plant and equipment with a total carrying amount of A$645,000,000 (2018 - A$612,000,000) had
been pledged for banking facilities granted to a subsidiary (Note 20.2).
65
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
4
Property, plant and equipment (Cont’d)
The Group evaluates any indication of impairment in the property, plant and equipment at the end of each reporting period. Cash
flow projections used in these calculations are based on financial budgets approved by management covering the useful life of
property, plant and equipment. Cash flows beyond the useful life of the property, plant and equipment are extrapolated using the
estimated growth rates stated below. The growth rate does not exceed the long-term average growth rate of the industry in which
the CGU operates.
These assumptions are used for the analysis of each CGU within the business segment. Management determines budgeted gross
margins based on past performance and its expectations of market developments. The weighted average growth rates used are
consistent with forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks relating to the
relevant segments. A further decrease in the budgeted gross margin by 1% (2018 – 1%) would not result in indication of impairment
of the carrying amount of property, plant and equipment.
Key assumptions used for value-in-use calculations:
2019
2018
People’s
Republic
of China
Malaysia
Australia
People’s
Republic
of China
Malaysia
Australia
Smelting operations
Smelting operations
Gross margin1
Growth rate2
8%
18%
34%
7%
15%
32%
2% before 2024,
0% after 2024
1.5% before 2024,
0% after 2024
0% before 2024,
0% after 2024
2.2% before 2023,
0% after 2023
2% before 2023,
0% after 2023
0% before 2023,
0% after 2023
Discount rate3
8.5%
7.6%
9%
6.5%
8.6%
8.3%
1
2
3
Budgeted gross margin. The gross margin differs due to the different operating efficiencies of the various subsidiaries
located in different geographical locations.
Weighted average growth rate used to extrapolate cash flows beyond the budget period.
Pre-tax discount rates applied to the pre-tax cash flow projections. The discount rates vary due to the geographical locations
of the businesses.
5
Land use rights
The Group
At beginning of the year
Amortisation for the year (Note 27)
Exchange realignment
At end of the year
2019
A$’000
10,070
(204)
54
9,920
2018
A$’000
9,370
(193)
893
10,070
The land use rights, that form part of the Group’s right-of-use assets, are for leasehold land located in the PRC and Malaysia.
The land use rights for leasehold land located in Malaysia had a net carrying value of A$8,527,000 (2018 – A$8,627,000) and were
pledged as security for borrowings referred to in Note 20.2(b).
Information about the Group’s leasing activities are disclosed in Note 33.
6
Exploration and evaluation costs
The Group
At beginning of the year
Costs incurred during the year
Written off during the year (Note 27)
At end of the year
66
2019
A$’000
1,808
1,861
(2,706)
963
2018
A$’000
2,167
573
(932)
1,808
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
7
Mine development costs
The Group
At beginning of the year
Costs incurred during the year
Written off during the year (Note 27)
At end of the year
8
Investment property
The Group
Cost
Balance at beginning of year
Transfer from property, plant and equipment (Note 4)
Exchange realignment
Balance at end of year
Accumulated depreciation
Balance at beginning of year
Transfer from property, plant and equipment (Note 4)
Depreciation for the year (Note 27)
Exchange realignment
Balance at end of year
Net book value
Rental income
Direct operating expenses arising from investment property that generates rental income
Gross profit arising from investment property
2019
A$’000
23,988
4,522
(5,147)
23,363
2018
A$’000
32,026
1,014
(9,052)
23,988
2019
A$’000
-
802
6
808
-
154
11
1
166
642
116
(26)
90
In January 2019, a leasehold building in property, plant and equipment with carrying value of A$648,000 was transferred to
Investment Property as the Group rented out the office premises to a non-related tenant.
The following are details of the investment property of the Group:
Property Name
Location
Description
Total net lettable area
(sq m)
Tenure
Parkway Parade
80 Marine Parade Road,
#08-08 Parkway Parade,
Singapore 449269
Office premises
148
Leasehold of 73 years
67
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
8
Investment property (Cont’d)
Fair value hierarchy – Recurring fair value measurements
Fair value measurements using
Quoted prices in active
markets for identical assets
(Level 1)
Significant other observable
inputs
(Level 2)
Significant unobservable
inputs
(Level 3)
A$’000
-
A$’000
-
A$’000
2,593
2019
Valuation techniques used to derive fair values
As of 31 December 2019, the fair value of investment property amounted to approximately A$2,593,000 as determined by management
with reference to recent market transactions of comparable properties in close proximity, adjusted for differences in key attributes
such as property size, which is based on the property’s highest and best use.
Leasehold
buildings
A$’000
Plant and
machinery
A$’000
Office
equipment
A$’000
Note
Motor vehicles
A$’000
Total
A$’000
9
Right-of-use assets
The Group
Cost
Adoption of IFRS 16
- Initial recognition
- Reclassification from
property, plant and
equipment
At 1 January 2019
Exchange realignment
Reclassification
Additions
At 31 December 2019
4
Accumulated depreciation and impairment
4
Adoption of IFRS 16
- Reclassification from
property, plant and
equipment
At 1 January 2019
Exchange realignment
Reclassification
Depreciation
At 31 December 2019
Carrying Amount
At 31 December 2019
At 1 January 2019
5,366
-
5,366
41
-
1,652
7,059
-
-
(23)
-
3,742
3,719
3,340
5,366
-
4,755
4,755
-
191
5,312
10,258
4,381
4,381
(7)
68
2,358
6,800
3,458
374
37
-
37
-
-
-
37
-
-
-
-
9
9
28
37
-
5,403
712
712
-
(191)
-
521
238
238
(1)
(68)
47
216
305
474
5,467
10,870
41
-
6,964
17,875
4,619
4,619
(31)
-
6,156
10,744
7,131
6,251
Leasehold buildings are located in Malaysia, Singapore and Australia.
Information about the Group’s leasing activities are disclosed in Note 33.
68
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
10 Deferred taxation
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset deferred income tax assets against
deferred income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined
after appropriate offsetting in similar tax legislations, are shown on the statement of financial position as follows:
The Group
Deferred tax assets
At gross
Less: Set off of tax in similar legislations
At net
Deferred tax liabilities
At gross
Less: Set off of tax in similar legislations
At net
Deferred tax assets
To be recovered within one year
To be recovered after one year
Deferred tax liabilities
To be settled within one year
To be settled after one year
Deferred tax assets (at gross) comprise tax on the following deductible temporary differences:
Fair value
losses
A$’000
Provisions
A$’000
Tax
losses
A$’000
Northern
Territory
Government
Royalty
Benefit
A$’000
3,139
(3,139)
-
37
-
37
2,228
1,129
3,357
2,740
-
6,097
28,930
1,651
(27,182)
1,748
76,952
(534)
78,166
(1,651)
-
-
-
-
The Group
At 1 January 2018
(Charged)/Credited to
profit or loss (Note 28)
At 31 December 2018
Credited to
profit or loss (Note 28)
Exchange difference on
translation
At 31 December 2019
2019
A$’000
2018
A$’000
85,519
(74,127)
11,392
(1,237)
-
(1,237)
1,976
9,416
11,392
-
(1,237)
(1,237)
-
-
-
(9,188)
5,887
(3,301)
-
-
-
-
(3,301)
(3,301)
Others
A$’000
Total
A$’000
106
676
782
437
-
1,219
36,054
(30,167)
5,887
80,166
(534)
85,519
69
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
10 Deferred taxation (Cont’d)
Deferred tax liabilities (at gross) comprise tax on the following taxable temporary differences:
Excess of net book value over
tax written down value of
qualifying property, plant
and equipment, and mine
development costs
A$’000
Fair value
gains
A$’000
Provisions
A$’000
Others
A$’000
Total
A$’000
(967)
-
(11,523)
(1,165)
(13,655)
(5,368)
-
(6,335)
(452)
-
(452)
10,071
(142)
(1,594)
358
4,609
-
(807)
(142)
(9,188)
(65,691)
452
(1,356)
4
(66,591)
424
(71,602)
-
-
-
(2,950)
(9)
(812)
415
(75,364)
The Group
At 1 January 2018
(Charged)/Credited to
profit or loss (Note 28)
Exchange difference on
translation
At 31 December 2018
(Charged)/Credited to
profit or loss (Note 28)
Exchange difference on
translation
At 31 December 2019
Unrecognised deferred tax assets
Deferred tax assets of A$3,464,000 (2018 - A$13,957,000) have not been recognised in respect of the following items:
The Group
Tax losses
2019
A$’000
2018
A$’000
14,229
57,493
The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries in
which certain subsidiaries operate. The deductible temporary differences do not expire under current tax legislation. Deferred tax
assets have not been recognised in respect of these items because it is not probable that future taxable income will be available
against which the Group can recognise the benefits.
70
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
11
Subsidiaries
The Company
Unquoted equity investments, at cost
Less: Accumulated impairment losses
At beginning of the year
Reversal of impairment
At end of the year
Amounts due from subsidiaries
Less: Accumulated impairment losses
At beginning of the year
Reversal of impairment
At end of the year
Total
2019
A$’000
2018
A$’000
8,013
8,013
-
-
-
-
-
-
8,013
8,013
220,025
209,704
(83,417)
(144,868)
-
(83,417)
136,608
144,621
61,451
(83,417)
126,287
134,300
In 2018, there was a reversal of an impairment loss of A$61,451,000 related to amounts due from a subsidiary, OM (Manganese)
Ltd, because the amount was assessed as recoverable as a result of a value-in-use calculation based on projected future cash flows
expected in the subsidiary since resuming and increasing its mining and production activities.
The amounts due from subsidiaries are loans to subsidiaries, representing an extension of its investments in the subsidiaries. These
amounts are unsecured with indeterminate repayment terms.
Management has determined that a subsidiary is considered material to the Group if the Group’s share of its net tangible assets
represents 20% or more of the Group’s consolidated net tangible assets, or if the Group’s share of its revenue accounts for 10% or
more of the Group’s consolidated revenue.
The Group evaluates any indication of impairment on the investment in subsidiaries at the end of each reporting period. The Group
carries out a review of the recoverable amount of its investment in subsidiaries based on the higher of its fair value less cost to sell
and value in use.
Cash flow projections used in these calculations are based on financial budgets approved by management covering the useful life
of the property, plant and equipment. Cash flows beyond the useful life of the property, plant equipment are extrapolated using the
estimated growth rates stated below. The growth rate does not exceed the long-term average growth rate of the industry in which
the CGU operates.
These assumptions are used for the analysis of each CGU within the business segment. Management determines budgeted gross
margins based on past performance and its expectations of market developments. The weighted average growth rates used are
consistent with forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks relating to the
relevant segments. A further decrease in the budgeted gross margin by 1% (2018 – 1%) would not result in indication of impairment
of the carrying amount of the investments in subsidiaries.
Key assumptions used for value-in-use calculations:
2019
2018
People’s
Republic
of China
Malaysia
Australia
People’s
Republic
of China
Malaysia
Australia
Smelting operations
Smelting operations
Gross margin1
Growth rate2
8%
18%
34%
7%
15%
32%
2% before 2024,
0% after 2024
1.5% before 2024,
0% after 2024
0% before 2024,
0% after 2024
2.2% before 2023,
0% after 2023
2% before 2023,
0% after 2023
0% before 2023,
0% after 2023
Discount rate3
8.5%
7.6%
9%
6.5%
8.6%
8.3%
1
2
3
Budgeted gross margin. The gross margin differs due to the different operating efficiencies of the various subsidiaries
located in different geographical locations.
Weighted average growth rate used to extrapolate cash flows beyond the budget period.
Pre-tax discount rate applied to the pre-tax cash flow projections. The discount rates vary due to the geographical locations
of the businesses.
71
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
11
Subsidiaries (Cont’d)
Details of the Group’s material subsidiaries at the end of the reporting period are set out below:
Name
Place of
incorporation/
operation
Proportion of
ownership interest
and voting rights
held by the Group
2019
%
2018
%
Principal activities
Held by the Company
OM (Manganese) Ltd. (1)
Held by OM Resources (HK) Limited
OM Materials (S) Pte. Ltd. (2)
Held by OM Materials (S) Pte. Ltd.
OM Materials (Sarawak) Sdn. Bhd. (3)
OM Materials (Qinzhou) Co. Ltd. (4)
Held by OM Materials Trade (S) Pte. Ltd.
OM Materials Trading (Qinzhou) Co. Ltd. (4)
Australia
Singapore
Malaysia
PRC
PRC
OM Tshipi (S) Pte. Ltd. (5)
Singapore
100
100
75
100
100
100
100
Operation of manganese mine
100
75
100
100
100
Investment holding and trading of
metals and ferroalloy products
Sales and processing of ferroalloys
and ores
Sales and processing of ferroalloys
and ores
Sales and processing of ferroalloys
and ores
Sales and processing of ferroalloys
and ores
Note:
(1)
(2)
(3)
(4)
(5)
audited by Grant Thornton Audit Pty Ltd
audited by Foo Kon Tan LLP
audited by Ernst & Young, Malaysia
audited by Guangxi JiaHai Accountant Affairs Office Co. Ltd. for statutory purposes and audited by Foo Kon Tan LLP for
group consolidation
in the process of winding up
At the end of the reporting period, the Group has other subsidiaries that are not material to the Group. The principal activities of
these subsidiaries are summarised as follows:
Principal activities
Investment holding
Investment holding
Investment holding
Investment holding
Logistics and trading of metals and ferroalloy products
Trading of metals and ferroalloy products
Trading of metals and ferroalloy products
Sales and processing of ferroalloys and ores
Exploration and mining of minerals
Place of incorporation/
operation
Number of subsidiaries
2019
2018
The British Virgin Islands
Mauritius
Hong Kong
Singapore
Malaysia
Singapore
PRC
Malaysia
Malaysia
1
1
1
1
1
-
1
1
2
9
1
1
1
1
1
1
1
1
2
10
Exercise of call option on Excess Irredeemable Convertible Preference Shares (“ICPS”)
In 2018, pursuant to the Share Subscription Agreement with OM Materials (Sarawak) Sdn. Bhd. (“OM Sarawak”), OM Materials
(S) Pte. Ltd. (“OM Singapore”) exercised its option to call upon the non-controlling interest shareholder of OM Sarawak to sell
66,309,700 units of Excess ICPS in OM Sarawak to OM Singapore for a total consideration of A$25,040,000.
72
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
11
Subsidiaries (Cont’d)
Acquisition of subsidiary
In 2018, the Group paid additional cash consideration of A$2,550,000 (US$1,800,000), giving rise to goodwill of A$2,550,000 (Note
27) which was charged to the profit or loss.
The table below shows details of a non-wholly owned subsidiary of the Group that has material non-controlling interests:
Place of
Incorporation
and
principal
place
of business
Proportion of
ownership
interests and
voting rights
held by non-
controlling interests
Name
(Loss)/Profit allocated
to non-
controlling interests
Accumulated non-
controlling interests
2019
%
2018
%
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
OM Materials (Sarawak)
Sdn. Bhd.
Malaysia
25
25
(273)
21,159
70,531
52,294
Summarised financial information in respect of the above subsidiary that has material non-controlling interests (“NCI”) is set out
below.
2019
A$’000
2018
A$’000
OM Materials (Sarawak) Sdn. Bhd.
Summarised Statement of Financial Position
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to owners of the Company
Non-controlling interests
Summarised Statement of Comprehensive Income
Revenue
Expenses
(Loss)/Profit for the year
(Loss)/Profit attributable to owners of the Company
(Loss)/Profit attributable to NCI
(Loss)/Profit for the year
Other comprehensive income attributable to owners of the Company
Other comprehensive income attributable to NCI
Other comprehensive income for the year
Total comprehensive (loss)/income attributable to owners of the Company
Total comprehensive (loss)/income attributable to NCI
Total comprehensive (loss)/income for the year
Other summarised information
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Net cash (outflow)/inflow
250,295
665,389
(187,692)
(441,610)
215,851
70,531
673,991
(675,083)
(1,092)
(819)
(273)
(1,092)
719
240
959
(99)
(33)
(132)
69,035
(49,969)
(40,973)
(21,907)
357,107
619,331
(193,061)
(584,717)
146,366
52,294
791,977
(707,340)
84,637
63,478
21,159
84,637
704
234
938
64,182
21,393
85,575
78,247
(39,782)
(17,866)
20,599
73
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
12
Interests in associates
The Group
Cost of investment in associates (1)
Share of post-acquisition profits and reserves, net of dividends
2019
A$’000
77,672
38,686
116,358
2018
A$’000
77,613
48,726
126,339
(1)
Comprised unquoted equity shares at cost and advances to associates and net of repayments. The advances to associates
represent extension of the investment in associates which are unsecured with indeterminate repayment terms.
Details of the Group’s material associate at the end of the reporting period was as follows:
Name
Country of
incorporation
Ntsimbintle Mining (Pty) Limited (1)
South Africa
Proportion of effective
ownership interest
and voting rights
held by the Group
2019
%
26
2018
%
26
Held by NML (2)
Tshipi é Ntle Manganese Mining
Proprietary Limited (“Tshipi Mining”) (1)
South Africa
13
13
Principal activities
Investment holding
Exploration and
exploitation of
minerals
(1)
(2)
audited by KPMG Inc.
NML holds a 50.1% interest joint venture in Tshipi Mining whose results are equity-accounted in NML.
Shares in the Group’s material associate are held by a wholly-owned subsidiary of the Group, OMH (Mauritius) Corp.
All of the Group’s associates are accounted for using the equity method in these consolidated financial statements.
The financial year end date of Ntsimbintle Mining (Pty) Limited is 28 February. For the purposes of applying the equity method
accounting, the management accounts of Ntsimbintle Mining (Pty) Limited for the year ended 31 December 2019 have been used
and appropriate adjustments have been made as necessary.
Summarised financial information in respect of the Group’s material associate are set out below. The summarised financial
information below represents amounts shown in the associate’s financial statements prepared in accordance with IFRS.
Ntsimbintle Mining
(Pty) Limited
2019
A$’000
1,990
178,358
(14)
180,334
116,987
116,773
116,773
2018
A$’000
14,114
198,053
(34)
212,133
182,364
180,649
180,649
Current assets
Non-current assets (1)
Current liabilities
Net assets
Income (1)
Profit for the year
Total comprehensive income for the year
(1)
Inclusive of equity-accounted results of Tshipi Mining.
74
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
12
Interests in associates (Cont’d)
Reconciliation of the above summarised financial information to the carrying amount of the interest in the associate recognised in
the consolidated financial statements:
Ntsimbintle Mining
(Pty) Limited
Total
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
180,334
212,133
180,334
212,133
46,887
59,842
9,573
55,155
59,842
11,306
46,887
59,842
9,573
55,155
59,842
11,306
116,302
126,303
116,302
126,303
Net assets of the associate
Proportion of the Group’s ownership
interest in the associate
Goodwill
Currency translation difference
Carrying value
Add:
Carrying value of individually immaterial associates
Carrying value of Group’s interest in associates
56
36
116,358
126,339
Aggregate information of associates that are not individually material
The summarised financial information of the immaterial associate not adjusted for the Group’s share of equity interest is as follows:
-Profit/(Loss) for the year
-Total comprehensive income/(loss) for the year
2019
A$’000
60
60
2019
A$’000
2018
A$’000
(21)
(21)
2018
A$’000
The Group’s share of profit/(loss)
20
(7)
13
Inventories
The Group
Raw materials, at cost
Work-in-progress, at cost
Finished goods, at cost
Cost of inventories recognised as an expense and included in cost of sales (Note 27)
2019
A$’000
157,745
1,467
69,063
228,275
874,001
2018
A$’000
215,809
1,748
49,485
267,042
1,157,128
75
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
14
Trade and other receivables
Trade receivables
Bills receivable
Net trade receivables (i)
Other receivables:
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
-
-
-
-
-
-
30,167
-
30,167
2018
A$’000
74,826
707
75,533
Amounts due from subsidiaries (non-trade)
18,325
46,231
-
-
Deposits and other receivables:
- third party
- associate
Less: Allowance for impairment of other receivables:
At beginning of the year
Impairment loss (Note 27)
Reversal of unutilised amounts
At end of the year
Net other receivables (ii)
Total (i) + (ii)
-
-
-
-
18,325
46,231
-
-
-
-
18,325
18,325
(50,976)
-
50,976
-
46,231
46,231
7,155
765
7,920
-
(278)
-
(278)
15,037
-
15,037
-
-
-
-
7,642
37,809
15,037
90,570
The non-trade amounts due from subsidiaries, representing advances, are interest-free, unsecured and repayable on demand.
Trade and other receivables are denominated in the following currencies:
Australian Dollar
Renminbi
United States Dollar
Malaysian Ringgit
Others
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
18,325
46,231
-
-
-
-
-
-
-
-
18,325
46,231
2,015
2,930
31,047
228
1,589
37,809
1,877
7,990
75,756
355
4,592
90,570
The credit risk for trade and other receivables based on the information provided by key management is as follows:
By geographical areas
Asia Pacific
Europe
Africa
Others
Neither past due nor impaired
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
9,441
-
8,884
-
18,325
-
-
46,231
-
46,231
27,280
1,155
835
8,539
37,809
81,166
4,031
-
5,373
90,570
Trade and other receivables that were neither past due nor impaired amounting to A$18,325,000 (2018 - A$46,231,000) and
A$37,535,000 (2018 - A$89,692,000) for the Company and the Group respectively related to a wide range of customers for whom there
was no recent history of default.
76
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
14
Trade and other receivables (Cont’d)
Past due but not impaired
The ageing analysis of trade and other receivables past due but not impaired is as follows:
Past due 0 to 3 months
Past due 3 to 6 months
Past due over 6 months
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
-
-
-
-
-
-
-
-
213
61
-
274
878
-
-
878
Trade and other receivables that were past due but not impaired related to a number of customers that have a good track record
with the Group. Based on historical default rates, the Group believes that no impairment allowance is necessary in respect of trade
and other receivables not past due or past due over 6 months. These receivables are mainly arising from customers that have a good
credit record with the Group.
15
Capitalised contract costs
The Group
Costs to fulfil service rendered for transportation of goods sold under CFR and CIF Incoterms
Amortisation recognised as cost of sales during the year
2019
A$’000
2018
A$’000
1,015
2,759
2,759
-
The Group’s capitalised contract costs relate to fulfilment costs of freight and insurance for the transportation of goods sold under
CFR and CIF Incoterms. These costs are charged to the profit or loss on a basis consistent with the pattern of recognition of the
associated revenue.
16
Cash and bank balances
Cash at bank and on hand
Short-term bank deposits
Total cash and bank balances
Less: Cash collateral
Cash and cash equivalents
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
31
-
31
-
31
178
-
178
-
178
42,598
21,114
63,712
(14,812)
48,900
2018
A$’000
87,118
4,701
91,819
(12,773)
79,046
Included in the cash collateral were amounts of A$1,436,000 (2018 - A$1,842,000) and A$13,376,000 (2018 - A$10,931,000) which were
pledged to banks as security for banking facilities and the issuance of environmental bonds (Note 34.5) respectively.
77
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
16
Cash and bank balances (Cont’d)
Cash and bank balances are denominated in the following currencies:
Australian Dollar
Renminbi
United States Dollar
Malaysian Ringgit
Others
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
30
-
1
-
-
31
177
-
1
-
-
178
13,680
12,776
35,361
1,757
138
63,712
17,030
9,181
62,435
2,868
305
91,819
The short term bank deposits have an average maturity of 3 months (2018 - 3 months) from the end of the financial year with the
following weighted average effective interest rates:
The Group
United States Dollar
Renminbi
Malaysia Ringgit
17
Share capital
The Company and The Group
Authorised:
2019
2018
1.10% to 2.70%
2.30%
1.60% to 2.50%
2.04%
2.30%
-
No. of ordinary shares
Amount
2019
’000
2018
’000
2019
A$’000
2018
A$’000
Ordinary shares of A$0.05 (2018 - A$0.05) each
2,000,000
2,000,000
100,000
100,000
Issued and fully paid:
Ordinary shares of A$0.05 (2018 – A$0.05) each
At beginning of the year
Issue of ordinary shares
At end of the year
738,623
-
738,623
733,423
5,200
738,623
36,931
-
36,931
36,671
260
36,931
The holders of ordinary shares (excluding treasury shares) are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. All shares (excluding treasury shares) rank equally with regard to the
Company’s residual assets.
In 2018, the Company received notices exercising a total of 5,200,000 warrants at an exercise price of A$0.40. Accordingly, the
Company issued 5,200,000 ordinary shares and received net proceeds of A$2,060,000, comprising of A$260,000 and A$1,800,000
credited to share capital and share premium accounts respectively.
18
Treasury shares
The Company and The Group
No. of ordinary shares
Amount
2019
’000
2018
’000
2019
A$’000
2018
A$’000
At beginning and end of year
1,933
1,933
2,330
2,330
Treasury shares relate to ordinary shares of the Company that are held by the Company. The Company acquired Nil shares
(2018 - Nil shares) in the Company through on-market purchase on the Australia Securities Exchange.
78
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
19 Reserves
The Company
The Group
31 December
2019
A$’000
31 December
2018
A$’000
31 December
2019
A$’000
31 December
2018
A$’000
Share premium
[Note (i)]
178,363
178,363
Non-distributable reserves
[Note (ii)]
Capital reserve
Contributed surplus
[Note (iii)]
[Note (iv)]
Hedging reserve
[Note (v)]
Exchange fluctuation reserve
[Note (vi)]
Retained profits/(Accumulated losses)
[Note (vii)]
Share premium
At 1 January
Issue of ordinary shares, net of issue costs
At 31 December
Non-distributable reserve
At 1 January
Transfer-in
At 31 December
Capital reserve
At 1 January
Buy-back of warrants
Write off of warrants (Note 27)
At 31 December
Contributed surplus
At 1 January and 31 December
Hedging reserve
At 1 January
Cash flow hedges
At 31 December
Exchange fluctuation
reserve
At 1 January
Currency translation differences
At 31 December
Retained profits/(Accumulated losses)
At 1 January
(Loss)/Profit for the year
Transfer-out
Dividends paid
At 31 December
-
-
3,312
-
-
(122,213)
59,462
-
(620)
3,312
-
-
(95,501)
85,554
178,363
-
178,363
176,563
1,800
178,363
-
-
-
(620)
-
620
-
-
-
-
449
(1,069)
-
(620)
178,363
8,868
16,064
-
(5,851)
30,181
162,652
390,277
178,363
-
178,363
8,868
-
8,868
15,444
-
620
16,064
178,363
8,868
15,444
-
(6,540)
29,769
128,112
354,016
176,563
1,800
178,363
5,552
3,316
8,868
16,513
(1,069)
-
15,444
3,312
3,312
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(95,501)
(4,611)
-
(22,101)
(122,213)
(179,049)
105,649
-
(22,101)
(95,501)
[Note (viii)]
(6,540)
689
(5,851)
(6,886)
346
(6,540)
29,769
412
30,181
128,112
56,641
-
(22,101)
162,652
10,073
19,696
29,769
(8,190)
161,722
(3,319)
(22,101)
128,112
79
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
19 Reserves (Cont’d)
Notes:
(i)
(ii)
The share premium comprises the value of shares that have been issued at a premium, meaning the price paid was in excess
of the share’s quotient value. The amount received in excess of the quotient value was transferred to the share premium
reserve.
In accordance with the accounting principles and financial regulations applicable to Sino-foreign joint venture enterprises,
the subsidiaries in the PRC are required to transfer part of their profits after tax to the “Statutory Reserves Fund”, the
“Enterprise Expansion Fund” and the “Staff Bonus and Welfare Fund”, which are non-distributable, before profit
distributions to joint venture partners. The quantum of the transfers is subject to the approval of the board of directors of
these subsidiaries.
The annual transfer to the Statutory Reserves Fund should not be less than 10% of profit after tax, until it aggregates to 50%
of the registered capital. However, foreign enterprises may choose not to appropriate profits to the Enterprise Expansion
Fund.
The Statutory Reserves Fund can be used to make good previous years’ losses while the Enterprise Expansion Fund can
be used for acquisition of property, plant and equipment and financing daily funds required. The Staff Bonus and Welfare
Fund is utilised for employees collective welfare benefits and is included in other payables under current liabilities in the
statements of financial position.
(iii)
The capital reserve arose from the capitalisation of various reserves and retained profits in one of the Sino-foreign joint
ventures of the Group. The purpose of the capitalisation is to increase the registered capital of the joint venture.
The Company wrote off an amount of A$620,000 (equivalent to US$500,000) as a result of the expiry of the 26,000,000
unlisted warrants on 25 March 2019.
The contributed surplus of the Company represents the difference between the nominal value of the Company’s shares
issued for acquisition of the subsidiaries and the aggregate net asset value of the subsidiaries acquired. Under the
Companies Act 1981 of Bermuda (as amended), the contributed surplus can be distributable to shareholders under certain
circumstances. At the Group level, the contributed surplus is eliminated against the cost of investment in subsidiaries.
The hedging reserve represents hedging gains and losses recognised on the effective portion of cash flow hedges. The
cumulative deferred gain or loss on the hedge recognised in other comprehensive income and accumulated hedging
reserves is reclassified to the profit or loss when the forecast transaction is ultimately recognised in the profit or loss.
The translation reserve comprises all foreign exchange differences arising on the translation of the financial statements of
foreign subsidiaries and associates stated in a currency different from the Group’s presentation currency.
Retained earnings comprise the distributable reserves recognised in the preceding year less any dividend declared. The
total of such profits brought forward and the profit derived during the period constitute the total distributable reserves, that
is the maximum amount available for distribution to the shareholders.
(iv)
(v)
(vi)
(vii)
(viii)
Interim tax-exempt (one-tier) dividend of 0.01 cents per share for 2019
Final tax-exempt (one-tier) dividend of 0.02 cents per share for 2018
Interim tax-exempt (one-tier) dividend of 0.03 cents per share for 2018
The Group and the Company
2019
A$’000
2018
A$’000
7,367
14,734
-
22,101
-
-
22,101
22,101
80
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
20
Borrowings
Non-current
Obligations under finance leases (Note 20.1)
Bank loans, secured (Note 20.2)
5% Convertible Note (Note 20.3)
Other loans (Note 20.4)
Structuring and arrangement fee
Current
Obligations under finance leases (Note 20.1)
Bank loans, secured (Note 20.2)
5% Convertible Note (Note 20.3)
Other loans (Note 20.4)
Structuring and arrangement fee
Total
Less: Total obligations under finance leases
20.1 Obligations under finance leases
The Group
Minimum lease payments payable:
Due not later than one year
Due later than one year and not later than five years
Less: Finance charges allocated to future periods
Present value of minimum lease payments
Present value of minimum lease payments:
Due not later than one year
Due later than one year and not later than five years
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
-
-
15,029
-
15,029
-
15,029
-
-
-
-
-
-
-
15,029
-
15,029
-
-
14,441
-
14,441
-
14,441
-
-
5,999
-
5,999
-
5,999
20,440
-
-
357,049
15,029
15,199
387,277
(1,728)
385,549
-
80,573
-
9,048
89,621
(1,252)
88,369
473,918
-
20,440
473,918
439
400,562
14,441
23,510
438,952
(2,832)
436,120
653
71,684
5,999
-
78,336
(1,530)
76,806
512,926
(1,092)
511,834
2019
A$’000
2018
A$’000
-
-
-
-
-
-
-
-
701
472
1,173
(81)
1,092
653
439
1,092
The Group leases motor vehicles and plant and equipment from non-related parties under finance leases. The lease agreements do
not have renewal clauses but provide the Group with options to purchase the leased assets at nominal values at the end of the lease
term. The finance lease obligations are secured by the underlying assets.
At 31 December 2018, the average interest rate per annum ranged from 5.01% to 7.07%.
Obligations under finance leases are reclassified to lease liabilities (Note 21) on 1 January 2019 arising from the adoption of IFRS 16.
The impact of adoption is disclosed in Note 2(b).
81
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
20
Borrowings (Cont’d)
20.2 Bank loans
Bank loans, secured [Note (a)]
Bank loans, secured [Note (b)]
Amount repayable not later than one year
Amount repayable after one year:
Later than one year and not later than
five years
Later than five years
The Company
The Group
2019
A$’000
2018
A$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2019
A$’000
2,044
435,578
437,622
2018
A$’000
-
472,246
472,246
80,573
71,684
344,392
12,657
357,049
437,622
212,289
188,273
400,562
472,246
Notes:
(a)
These loans are secured by charges over certain bank deposits as disclosed in Note 16.
(b)
These loans are secured by:
•
•
•
•
•
•
•
•
•
shares of OM Materials (Sarawak) Sdn Bhd, a company incorporated in Malaysia;
charge over certain bank accounts;
charge over land use rights;
debenture;
borrower assignment;
assignment of insurances;
shareholder assignment;
assignment of reinsurances; and
corporate guarantee from OM Holdings Limited and Chaya Mata Sarawak Berhad (holds 25% ownership interest in
OM Materials (Sarawak) Sdn Bhd).
20.3
5% Convertible Note
5% Convertible Note:
Due not later than one year
Due later than one year and not later than five years
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
-
15,029
15,029
5,999
14,441
20,440
-
15,029
15,029
5,999
14,441
20,440
On 7 March 2012, the Company issued to Hanwa Co. Ltd 25,000,000 convertible notes at an aggregate principal amount of
A$19,945,953 (US$21,447,261) with a nominal interest of 5% per annum, due on 6 March 2016 and convertible in accordance with the
terms and conditions of issue including an initial conversion price of A$0.80 per share. On 4 March 2016, the Company executed an
amendment and restatement agreement with Hanwa Co. Ltd to extend the Convertible Note terms for a further 4 years to 6 March
2020, which has been assessed and accounted for as a non-substantial modification of the original financial liability. The conversion
option has not been recognised as a derivative financial instrument because the fair value was assessed to be insignificant.
In March 2018, the convertible notes on issue were reduced from 25,000,000 to 20,000,000 following the redemption of 20% of the
convertible notes for US$4,290,000 (equivalent to approximately A$5,500,000).
In April 2018, the convertible notes on issue were reduced further from 20,000,000 to 17,435,500 following the redemption by the
Company of a further 10.26% of the original convertible notes for US$2,200,000 (equivalent to approximately A$2,900,000).
In February 2019, the convertible notes on issue were reduced further from 17,435,500 to 12,500,000 following the redemption by the
Company of 19.74% of the original convertible notes for US$4,234,000 (equivalent to approximately A$5,826,000).
In December 2019, the Company executed an amendment and restatement agreement with Hanwa Co. Ltd to extend the Convertible
Note terms for a further 1 year to 6 March 2021, which has been assessed and accounted for as a non-substantial modification of
the original financial liability. The conversion option has not been recognised as a derivative financial instrument because the fair
value was assessed to be insignificant.
82
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
20
Borrowings (Cont’d)
20.4 Other loans
Shareholder loan, unsecured [Note (a)]
Shareholder loan, unsecured [Note (b)]
Third party loan, secured [Note (c)]
Amount repayable not later than one year
Amount repayable after one year:
Later than one year and not later than five years
Later than five years
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,067
9,048
12,132
24,247
9,048
12,132
3,067
15,199
24,247
15,009
-
8,501
23,510
-
8,501
15,009
23,510
23,510
Notes:
(a)
These loans are unsecured. None of the shareholders are entitled to demand or receive payment or any distribution in
respect of any shareholders’ loans from the Group. Repayment may be made subject to satisfaction of pre-agreed tests
typical for a project financing of this nature.
(b)
The loan is unsecured and repayable on demand.
(c)
The loan is repayable on 4 January 2021. The loan is guaranteed by the Company.
20.5 Currency risk
Total borrowings are denominated in the following currencies:
United States Dollar
Malaysian Ringgit
Others
20.6 Effective interest rates
The Company
The Group
2019
A$’000
2018
A$’000
15,029
20,440
-
-
-
-
2019
A$’000
382,591
91,327
-
15,029
20,440
473,918
2018
A$’000
414,529
98,284
113
512,926
The weighted average effective interest rates of total borrowings at the end of the reporting period are as follows:
The Company
The Group
2019
2018
2019
2018
Obligations under finance leases (Note 20.1)
Bank loans (Note 20.2)
5% convertible note (Note 20.3)
Other loans (Note 20.4)
-
-
9.00%
-
-
-
-
5.01% to 7.07%
2.67% to 7.19%
5.73% to 6.78%
9.00%
9.00%
9.00%
-
3.20% to 5.95%
1.55% to 5.26%
83
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
20
Borrowings (Cont’d)
20.7 Carrying amounts and fair values
The carrying amounts of current borrowings approximate their fair value. The carrying amounts and fair values of non-current
borrowings were as follows:
2019
Obligations under finance leases
Bank loans, secured
5% convertible note
Other loans
2018
Obligations under finance leases
Bank loans, secured
5% convertible note
Other loans
The Company
The Group
Carrying
amounts
A$’000
Fair
values
A$’000
Carrying
amounts
A$’000
Fair
values
A$’000
-
-
-
-
15,029
15,024
-
-
-
-
-
-
14,441
-
14,437
-
-
357,049
15,029
15,199
439
400,562
14,441
23,510
-
334,608
15,024
15,199
439
392,268
14,437
23,510
The fair values above are determined from the discounted cash flow analysis, discounted at market borrowing rates (per annum) of
an equivalent instrument at the end of the reporting period which the Directors expect to be available to the Group.
21
Lease liabilities
The Group
Undiscounted lease payments due:
- Year 1
- Year 2
- Year 3
- Year 4 and onwards
Less: Unearned interest cost
Lease liabilities
Presented as:
- Non-current
- Current
2019
A$’000
6,296
1,045
118
2
7,461
(369)
7,092
1,102
5,990
7,092
Interest expense on lease liabilities of A$591,000 is recognised within “finance costs” in the profit or loss.
Rental expenses not capitalised in lease liabilities but recognised within “operating expenses” in the profit or loss are set out below:
The Group
Short-term leases
Leases of low value asset
84
2019
A$’000
1,397
60
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
21
Lease liabilities (Cont’d)
Total cash outflows for all leases in the year amount to A$7,006,000.
As at 31 December 2019, the Group’s short-term lease commitments at the reporting date are not substantially dissimilar to those
giving rise to the Group’s short-term lease expense for the year.
The Group’s lease liabilities are secured by the lessors’ title to the leased assets.
Further information about the financial risk management are disclosed in Note 37.
Lease liabilities are denominated in the following currencies:
The Group
Australian Dollar
Malaysian Ringgit
Others
22
Trade and other payables
Non-current
Trade payables - third party
Other payables
Retention monies
Current
Trade payables
- third party
- associate
Amount due to subsidiaries (non-trade)
Accruals
Other payables
Retention monies
Welfare expense payable
Interest payables
Total
2019
A$’000
3,666
2,593
833
7,092
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
52,117
1,880
35,454
4,790
6
-
-
-
54,003
54,003
54,003
3
-
-
-
40,247
40,247
40,247
53,537
3,617
3,076
60,230
65,954
3,964
69,918
-
6,808
27,602
54
1,674
7,112
43,250
113,168
173,398
101,419
11,439
21
112,879
94,033
-
94,033
-
12,798
47,352
180
1,369
8,556
70,255
164,288
277,167
Non-current trade payables relate to payables to vendors which bear interest of 6% (2018 - 6%) per annum.
The current amount due to subsidiaries (non-trade) represents advances which are unsecured, interest-free and repayable on
demand.
85
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
22 Trade and other payables (Cont’d)
Trade and other payables are denominated in the following currencies:
Australian Dollar
Renminbi
United States Dollar
Malaysian Ringgit
Others
The Company
The Group
2019
A$’000
2018
A$’000
35,544
-
18,373
-
86
34,277
-
5,884
-
86
54,003
40,247
2019
A$’000
7,009
8,851
37,564
119,759
215
173,398
2018
A$’000
25,492
3,740
56,074
190,907
954
277,167
All trade payables are generally on 30 to 120 (2018 - 30 to 120) days’ credit terms.
The carrying amounts of current trade and other payables approximate their fair value. The carrying amounts and fair values of
non-current trade and other payables are as follows:
2019
Trade payables - third party
Other payables
Retention monies
2018
Trade payables - third party
Other payables
Retention monies
23
Provisions
The Group
Rehabilitation
At beginning of the year
Addition
At end of the year
The Company
The Group
Carrying
amounts
A$’000
Fair
values
A$’000
Carrying
amounts
A$’000
-
-
-
-
-
-
-
-
-
-
-
-
53,537
3,617
3,076
101,419
11,439
21
Fair
values
A$’000
53,537
3,617
3,076
101,419
11,439
21
2019
A$’000
2018
A$’000
9,931
4,522
14,453
6,032
3,899
9,931
According to the Mine Management and Environmental Management Plans submitted to the Northern Territory Government in
Australia, the Group is obligated for the rehabilitation and restoration of areas disturbed arising from mining activities conducted by
a wholly-owned subsidiary, OM (Manganese) Ltd. Mine rehabilitation costs are provided for at the present value of future expected
expenditure when the liability is incurred. Although the ultimate cost to be incurred is uncertain, the Group has estimated its costs
based on the rates outlined by the Northern Territory Department of Primary Industry and Resources using current restoration
standards and techniques.
86
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
24 Deferred capital grant
The Group
Government grant
Non-current
Current
2019
A$’000
2018
A$’000
13,414
14,118
12,605
809
13,414
13,315
803
14,118
A government grant was awarded for the construction of certain items of property, plant and equipment. There are no unfulfilled
conditions or contingencies attached. The movement in the deferred capital grant is due to amortisation costs of A$814,000 (2018 -
A$760,000) (Note 27) and foreign currency translation differences.
25
Contract liabilities
The Group
Transportation of goods sold under CFR and CIF Incoterms
2019
A$’000
2018
A$’000
4,859
3,011
The Group’s contract liabilities relate to the Group’s obligation to transport goods sold to customers under CFR and CIF Incoterms
for which the Group has received advance payments from these customers.
Unsatisfied performance obligations in relation to contract liabilities at the end of the reporting period are:
The Group
Aggregate amount of transaction price allocated to contracts that are partially
or fully unsatisfied at end of the year
2019
A$’000
2018
A$’000
4,859
3,011
The Group expects that 100% of the transaction price allocated to the unsatisfied performance obligations at the end of the current
year may be recognised as revenue during the next reporting period.
26 Other income
The Group
Interest income from banks
Commission income
Sundry income
2019
A$’000
2018
A$’000
898
2,395
1,041
4,334
405
676
1,275
2,356
87
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
27
Profit before income tax
The Group
Note
2019
A$’000
2018
A$’000
Profit before income tax has been arrived at after charging/(crediting):
Amortisation of land use rights (1)
Amortisation of mine development costs (1)
Amortisation of deferred capital grant (2)
Cost of inventories recognised as expenses and included in cost of sales
Depreciation of property, plant and equipment:
- cost of sales
- other operating expenses
Depreciation of right-of-use assets (1)
Depreciation of investment property (1)
Foreign exchange loss – net (1)
Write off of exploration and evaluation costs (1)
Write off of property, plant and equipment (1)
Write off of goodwill from acquisition of subsidiary (1)
Write off of warrants (1)
Loss on disposal of property, plant and equipment (1)
Impairment loss on trade and other receivables (1)
Unwinding of discount on non-current trade payables (1)
Rental expenses:
- short-term leases
- leases of low-value assets
Finance costs:
- loans
- lease liabilities
- others
Operating lease expense
Employee benefits expenses
5
7
24
13
4
9
8
6
11
19
14
31
204
5,147
(814)
193
9,052
(760)
874,001
1,157,128
34,043
8,326
42,369
6,156
11
3,809
2,706
121
-
620
121
278
1,128
1,398
60
28,832
591
2,797
32,220
-
81,850
29,904
6,847
36,751
-
-
5,249
932
116
2,550
-
-
-
2,464
-
-
43,508
-
1,373
44,881
5,587
80,552
(1)
(2)
These are included under “Other operating expenses” in the Consolidated Statement of Comprehensive Income.
This is included under “Cost of sales” in the Consolidated Statement of Comprehensive Income.
28
Income tax
A provision for enterprise income tax on the subsidiaries operating in the People’s Republic of China (“PRC”) has been made in
accordance with the Income Tax Law of PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local
income tax laws.
A Global Trader Programme is granted by the Singapore Ministry of Trade and Industry to a Singapore subsidiary, OM Materials
(S) Pte. Ltd., for a concessionary rate of 10% valid up to December 2023, subject to the fulfilment of specific conditions.
In November 2017, OM Materials (Sarawak) Sdn. Bhd. (“OM Sarawak”) was awarded Pioneer Status by the Malaysian Investment
Development Authority (“MIDA”), which entitles OM Sarawak exemption from tax for a period of 5 years effective 1 December 2017
to 30 November 2021 on 100% of statutory income derived from the production of ferro-silicon, silicon manganese and high carbon
ferromanganese. OM Sarawak is permitted to apply for an additional 5 years exemption no later than 31 October 2021 subject to the
satisfaction of MIDA on pre-agreed criterion of this nature.
88
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
28
Income tax (Cont’d)
Taxation has been provided at the appropriate tax rates prevailing in Australia, Singapore, Malaysia, Hong Kong and PRC in which
the Group operates on the estimated assessable profits for the year. These rates generally range from 17% to 30% for the reporting
period.
The Group
Current taxation:
- Singapore income tax (concessionary tax rate of 10%)
- PRC tax (tax rate of 25%)
- Australia income tax (tax rate of 30%)
- others
Deferred taxation (Note 10) – net effect
Under/(Over) provision in prior years:
- current taxation
Income tax
Other taxation:
- withholding tax
- profits-based royalty and special mining taxes
2019
A$’000
2018
A$’000
2,594
647
2,856
364
(13,575)
(7,114)
1,134
(5,980)
6,629
2,200
2,849
2,972
1,728
-
42
25,558
30,300
(260)
30,040
2,531
19,699
52,270
A reconciliation of the income tax applicable to the accounting profit at the statutory income tax rates to the income tax expense for
the reporting period was as follows:
The Group
Profit before income tax
Tax at applicable tax rates
Tax effect of non-taxable revenue
Tax effect of non-deductible expenses
Tax effect of allowances and concessions given by tax jurisdictions
Deferred tax assets on temporary difference not recognised
Utilisation of deferred tax assets on temporary difference not recognised in previous years
Effects of share of results of associates
Tax rebate
Under/(Over) provision in prior years
2019
A$’000
2018
A$’000
58,921
236,927
9,410
(118)
2,312
(2,093)
30
(12,088)
(4,557)
(10)
1,134
(5,980)
63,538
(1,358)
8,362
(20,944)
32
(12,275)
(7,046)
(9)
(260)
30,040
(1)
(2)
Non-taxable revenue relates mainly to unrealised exchange gains.
Non-deductible expenses relate mainly to depreciation and amortisation of non-qualifying assets, overseas accrued interest
expenses and provision of expenses.
29 Cash flow hedges
The Group
Cash flow hedges:
Gain arising during the year
2019
A$’000
2018
A$’000
919
461
89
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
30
Profit per share
The Group
Basic profit per share is calculated based on the consolidated profit attributable to owners of the parent divided by the weighted
average number of shares on issue of 736,690,000 (2018 - 733,590,000) shares during the financial year.
Fully diluted profit per share was calculated on the consolidated profit attributable to owners of the parent divided by 736,690,000
(2018 - 751,026,000) ordinary shares. The number of ordinary shares was calculated based on the weighted average number of shares
on issue during the financial year adjusted for the effects of all dilutive convertible bonds and warrants. Dilutive potential ordinary
shares are deemed to have been converted into ordinary shares at the beginning of the year or if later, the date of the issue of the
potential ordinary shares.
For calculation of diluted earnings per share in 2019, the convertible bonds are not included because they are anti-dilutive. These
convertible bonds can potentially dilute basic earnings per share in the future.
The following table reflects profit or loss and share data used in the computation of basic and diluted profit per share from continuing
operations for the years ended 31 December:
The Group
2019
’000
2018
’000
Weighted average number of ordinary shares for the purpose of basic profit per share
736,690
733,590
Effect of dilutive potential ordinary shares:
Convertible bonds
Weighted average number of ordinary shares for the purpose of diluted profit per share
Profit figures were calculated as follows:
Profit for the year attributable to owners of the Company
Effect of dilutive potential ordinary shares:
Interest on convertible bonds
Profit for the purposes of diluted profit per share
31
Employee benefits expense
The Group
Directors’ fees
Directors’ remuneration other than fees:
- Directors of the Company
- Directors of the subsidiaries
- Defined contributions plans
Key management personnel (other than Directors):
- Salaries, wages and other related costs
- Defined contributions plans
Other than key management personnel:
- Salaries, wages and other related costs
- Defined contributions plans
90
-
736,690
17,436
751,026
2019
A$’000
2018
A$’000
56,641
161,722
-
56,641
1,945
163,667
2019
A$’000
2018
A$’000
610
2,547
1,314
69
4,857
350
9,747
66,897
5,206
81,850
610
4,695
1,638
57
4,540
278
11,818
64,431
4,303
80,552
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
32
Related party transactions
In addition to the related party information disclosed elsewhere in the financial statements, the following amounts are transactions
with related parties based upon commercial arm’s length terms and conditions:
The Group
Consultancy fee charged by an associate
Commission charged by associates
Sales of goods to an associate
Purchases of goods from an associate
33
Leases
(i) The Group as lessee
(a) Properties
2019
A$’000
2018
A$’000
-
(2,970)
147
(93,831)
(235)
(215)
79
-
The Group leases several buildings including a warehouse for operation and storage purposes (Note 9).
The Group makes prepayments for usage of land in the PRC and Malaysia under leasing agreements where the Group constructs
buildings and infrastructure for office and operation use.
There are no externally imposed covenants on these property lease arrangements.
(b) Plant and machinery, office equipment and motor vehicles
The Group makes monthly lease payments to acquire plant and machinery and office equipment used for manufacturing and
operation activities. The Group also acquires motor vehicles under hire purchase arrangements to render internal logistics support.
These plant and machinery, office equipment and motor vehicles are recognised as the Group’s right-of-use assets (Note 9). The lease
agreements for plant and machinery, office equipment and motor vehicles prohibit the Group from subleasing them to third parties.
Information regarding the Group’s right-of-use assets and lease liabilities are disclosed in Note 9 and 21 respectively.
(ii) The Group as lessor
Investment property
Operating leases, in which the Group as the lessor, relate to investment property (Note 8) owned by the Group with lease term of
73 years. The operating lease contract contains market review clauses in the event that the lessee exercises its option to renew. The
lessee does not have an option to purchase the property at the expiry of the lease period.
The Group’s revenue from rental income received on the investment properties are disclosed in Note 8.
The future minimum rental receivable under non-cancellable operating leases contracted at the reporting date are as follows:
The Group
Undiscounted lease payments to be received:
- Year 1
- Year 2 and onwards
2019
A$’000
127
10
137
91
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
34
Commitments
34.1
Capital commitments
The following table summarises the Group’s capital commitments:
The Group
Capital expenditure contracted but not provided for in the financial statements:
- acquisition of property, plant and equipment
2019
A$’000
2018
A$’000
18,856
64,838
34.2 Operating lease commitments
(A)
Where the Group is the lessee
The Group leases office premises, buildings, plant and machinery from non-related parties under non-cancellable operating lease
agreements. These leases have varying terms, escalation clauses and renewal rights.
In 2018, the future minimum lease payables under non-cancellable operating leases contracted for at the balance sheet date but not
recognised as liabilities, were as follows:
The Group
Not later than one year
Later than one year and not later than five years
Later than five years
2018
A$’000
3,877
3,066
-
6,943
As disclosed in Note 2(b), the Group has adopted IFRS 16 on 1 January 2019. These lease payments have been recognised as right-of-
use assets and lease liabilities on the statement of financial position as at 1 January 2019, except for short-term and low-value leases.
(B)
Where the Group is the lessor
At the end of the reporting period, the Group had contracted with tenants for the following future minimum rental income
receivable under non-cancellable operating leases of office premises with original term of more than one year:
The Group
Not later than one year
Later than one year and not later than five years
Later than five years
2018
A$’000
125
147
-
272
The lease on the Group’s office premise for which rental income is receivable will expire on 31 January 2021.
On 1 January 2019, the Group has adopted IFRS 16 and the undiscounted lease payments from the operating leases to be received
after 31 December 2019 are disclosed in Note 33.
34.3 Other operating commitments
Other contracted operating commitments represent the provision of processing services, catering, cleaning and village management,
electrical power services, road haulage and rail haulage. These commitments are contracted for but not provided for in the financial
statements.
The Group
Not later than one year
Later than one year and not later than five years
Later than five years
92
2019
A$’000
2018
A$’000
14,386
1,883
-
16,269
12,113
13,819
-
25,932
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
34
Commitments (Cont’d)
34.4 Mineral Tenements
In order to maintain the mineral tenements in which a subsidiary was involved, the subsidiary was committed to fulfil the
minimum annual expenditures in accordance with the requirements of the Northern Territory Department of Primary Industry
and Resources for the next financial year, as set out below:
The Group
Mineral tenements annual expenditure commitments
34.5
Environmental bonds
2019
A$’000
2018
A$’000
210
197
A subsidiary had environmental bonds to the value of A$13,927,000 (2018 – A$10,545,000) lodged with the Northern Territory
Government (Department of Primary Industry and Resources) to secure environmental rehabilitation commitments. The
A$13,927,000 (2018 – A$10,545,000) of bonds were secured by A$12,347,000 (2018 – A$8,881,000) of bonds issued under financing
facilities and certain cash backed as disclosed in Note 16.
35 Other matters
Sponsor Guarantee issued under the terms of the Power Purchase Agreement with Syarikat Sesco Berhad
Pursuant to the execution of the Amended Power Purchase Agreement (“PPA”) between a subsidiary, OM Material (Sarawak) Sdn.
Bhd., and Syarikat Sesco Berhad (“SSB”), the Company issued sponsor guarantees to SSB for its 75% interest of the subsidiary’s
obligations under the PPA.
The sponsor guarantees disclosed above do not fall into the category of financial guarantees as they do not relate to debt instruments.
The purpose of these guarantees is essentially to enable SSB to provide the power supply to the subsidiary on the condition that
these guarantees are provided by the Company in the event that there are any unpaid claims arising from the PPA owed to SSB.
There are no bank loans involved in these guarantees. As such, there is no need for the guarantees to be fair valued.
Project Support guarantee issued under the terms of the Facilities Agreement and the Project Support Agreement
OM Materials (Sarawak) Sdn Bhd, a subsidiary of the Company entered into a project finance Facilities Agreement (“FA”) for a
limited recourse senior project finance debt facility.
Concurrently, the Company also executed a Project Support Agreement (“PSA”) with OM Materials (Sarawak) Sdn Bhd (as
Borrower), and the ultimate shareholders of the Borrower (as Obligors). The PSA governs the rights and obligations of the Obligors.
These obligations and liabilities of the Obligors are severally liable on the basis of its shareholding proportion in OM Materials
(Sarawak) Sdn. Bhd.
The PSA will lapse 18 months after the satisfaction of pre-agreed project completion tests typical for a project financing facility of
this nature.
36 Operating segments
For management purposes, the Group is organised into the following reportable operating segments as follows:
Mining
Smelting
Exploration and mining of manganese ore
Production of manganese ferroalloys, ferrosilicon and manganese sinter ore
Marketing and Trading
Trading of manganese ore, manganese ferroalloys, ferrosilicon and sinter ore,
chrome ore and iron ore
Each of these operating segments is managed separately as they require different resources as well as operating approaches.
The reporting segment results exclude the finance income and costs, share of results of associate, income tax which are not directly
attributable to the business activities of any operating segment, and are not included in arriving at the operating results of the
operating segment.
Sales between operating segments are carried out at arm’s length.
Segment performance is evaluated based on the operating profit or loss which in certain respects, as set out below, is measured
differently from the operating profit or loss in the consolidated financial statements.
93
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
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A
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
36 Operating segments (Cont’d)
Reconciliation of the Group’s reportable segment profit to the profit before income tax is as follows:
The Group
Reportable segment profit
Finance income
Share of results of associates
Finance costs
Profit before income tax
2019
A$’000
2018
A$’000
59,862
898
30,381
(32,220)
58,921
234,445
405
46,958
(44,881)
236,927
The Group’s revenues from external customers and its non-current assets (other than deferred tax assets) are divided into the
following geographical areas:
Asia Pacific
Europe
Middle East
Africa
Others
Revenue from external customers
Non-current assets
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
857,746
1,239,325
740,481
696,645
79,522
39,681
1,911
47,594
147,291
82,599
1,414
39,787
-
-
-
-
116,302
126,303
-
-
1,026,454
1,510,416
856,783
822,948
The geographical location of customers is based on the locations at which the goods were delivered. The geographical location of
non-current assets is based on the physical location of the assets.
37
Financial risk management objectives and policies
The Company and the Group are exposed to financial risks arising from its operations and use of financial instruments. The key
financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and market price risk. The Company’s
and the Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise
adverse effects from the unpredictability of financial markets on the Company’s and the Group’s financial performance.
Risk management is carried out by the Finance Division under policies approved by the Board of Directors. The Finance Division
identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written
principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest
rate risk, credit risk, use of derivative and non-derivative financial instruments and investing excess liquidity.
There has been no change to the Company’s and the Group’s exposure to these financial risks or the manner in which it manages
and measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.
37.1
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the Group to incur a
financial loss. The Group’s exposure to credit risk arises primarily from trade receivables, cash and cash equivalents and other
financial assets. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history, and
obtaining sufficient security where appropriate to mitigate credit risk. For other financial assets, the Company and the Group adopt
the policy of dealing only with high credit quality counterparties.
The Company’s and the Group’s objective is to seek continual growth while minimising losses incurred due to increased credit risk
exposure.
Credit exposure to an individual counterparty is restricted by credit limits that are approved by management based on ongoing
credit evaluation. The counterparty’s payment profile and credit exposure are continuously monitored at the entity level by the
respective management.
95
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
37
Financial risk management objectives and policies (Cont’d)
37.1
Credit risk (Cont’d)
Exposure to credit risk
As the Company and the Group do not hold any collateral, the maximum exposure to credit risk for each class of financial
instruments is the carrying amount of that class of financial instruments presented on the statements of financial position.
The Company’s and the Group’s major classes of financial assets are bank deposits and trade receivables. Cash is held with reputable
financial institutions. Further details of credit risks on trade and other receivables are disclosed in Note 14.
Guarantees
The Company provides corporate guarantees to its subsidiaries on their bank borrowings. The Company’s maximum exposure to
credit risk in respect of the intra-group corporate guarantees (Note 37.2) at the reporting date is equal to the facilities drawn down
by the subsidiaries in the amounts of A$565,000,000 (2018 - A$505,000,000). At the reporting date, the Company does not consider it
probable that a claim will be made against the Company under these intragroup corporate guarantees.
There is no impact on the corporate guarantee as there are no differential rates given by the financial institutions.
Undrawn credit facilities
The Group has undrawn credit facilities of approximately A$144,000,000 (2018 - A$196,800,000) at the reporting date.
37.2
Liquidity risk
Liquidity risk is the risk that the Company or the Group will encounter difficulty in raising funds to meet commitments associated
with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability
to sell a financial asset quickly at close to its fair value.
The Company’s and the Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets
and liabilities. The Company’s and the Group’s objective is to maintain a balance between continuity of funding and flexibility
through the use of stand-by credit facilities.
The table below analyses the maturity profile of the Company’s and the Group’s financial liabilities based on contractual
undiscounted cash flows:
The Group
As at 31 December 2019
Trade and other payables
Borrowings
Lease liabilities
As at 31 December 2018
Trade and other payables
Borrowings
The Company
As at 31 December 2019
Trade and other payables
Borrowings
Intragroup financial guarantees
As at 31 December 2018
Trade and other payables
Borrowings
Intragroup financial guarantees
96
Less than
1 year
A$’000
113,168
112,132
6,296
231,596
164,288
106,004
270,292
54,003
-
565,000
619,003
40,247
7,021
505,000
552,268
Between
2 and 5
years
A$’000
60,580
444,908
1,165
506,653
114,339
346,193
460,532
-
16,092
-
16,092
-
14,570
-
14,570
Over
5 years
A$’000
-
3,067
-
3,067
-
245,626
245,626
-
-
-
-
-
-
-
-
Total
A$’000
173,748
560,107
7,461
741,316
278,627
697,823
976,450
54,003
16,092
565,000
635,095
40,247
21,591
505,000
566,838
Total
carrying
amount
A$’000
173,398
473,918
7,092
654,408
277,167
511,834
789,001
54,003
15,029
565,000
634,032
40,247
20,440
505,000
565,867
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
37
Financial risk management objectives and policies (Cont’d)
37.2
Liquidity risk (Cont’d)
The table analyses the derivative financial instruments of the Group for which contractual maturities are essential for an
understanding of the timing of the cash flows into relevant maturity groupings based on the remaining period from the balance
sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
The Group has various lines of credit with major financial institutions for the purpose of drawing upon short term borrowings,
through the pledging of bills receivables or inventories. Further, management closely monitors the Group’s capital structure to
ensure that there are adequate funds to meet all its obligations in a timely and cost effective manner.
The Group manages its liquidity risk by ensuring there are sufficient cash and current assets to meet all their normal operating
commitments in a timely and cost-effective manner and having adequate amount of credit facilities. The Group has the ability to
generate additional working capital through financing from financial institutions.
37.3
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of the Company’s and the Group’s financial instruments will
fluctuate because of changes in market interest rates.
The Company’s and the Group’s exposure to interest rate risk arises primarily from their bank borrowings, cash collaterals and
fixed deposits.
Sensitivity analysis for interest rate risk
At the end of the reporting period, if USD, RMB and MYR interest rates had been 75 (2018 - 75) basis points lower/higher with all
other variables held constant, the Company’s and the Group’s profit net of tax would have been higher/lower by the amounts shown
below, arising mainly as a result of lower/higher interest expense on bank borrowings, cash collaterals and fixed deposits.
The Company
Profit or Loss
The Group
Profit or Loss
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
United States Dollar
- lower 75 basis points (2018 - 75 basis points)
Renminbi
- lower 75 basis points (2018 - 75 basis points)
- higher 75 basis points (2018 - 75 basis points)
- higher 75 basis points (2018 - 75 basis points)
Malaysian Ringgit
- lower 75 basis points (2018 - 75 basis points)
- higher 75 basis points (2018 - 75 basis points)
113
(113)
-
-
-
-
153
(153)
-
-
-
-
2,006
(2,006)
(72)
72
511
(511)
2,051
(2,051)
(52)
52
544
(544)
37.4
Foreign currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Currency
risk arises when transactions are denominated in foreign currencies.
The Group operates and sells its products in several countries and transacts in foreign currencies. As a result, the Group is exposed
to movements in foreign currency exchange rates arising from normal trading transactions, primarily with respect to USD, RMB
and MYR.
97
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
37
Financial risk management objectives and policies (Cont’d)
37.4
Foreign currency risk (Cont’d)
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity to a reasonably possible change in the USD, RMB and MYR exchange rates against
AUD, with all other variables held constant, of the Company’s and the Group’s profit after income tax and equity.
The Group
United States Dollar
- strengthened 5% (2018 - 5%)
Renminbi
- weakened 5% (2018 - 5%)
- strengthened 5% (2018 - 5%)
- weakened 5% (2018 - 5%)
Malaysian Ringgit
- strengthened 5% (2018 - 5%)
- weakened 5% (2018 - 5%)
The Company
2019
2018
Profit or
Loss
A$’000
Equity
A$’000
Profit or
Loss
A$’000
Equity
A$’000
(17,687)
17,687
343
(343)
(10,585)
10,585
(17,525)
17,525
341
(341)
(10,603)
10,603
(16,621)
16,621
672
(672)
(14,298)
14,298
(17,865)
17,865
674
(674)
(14,441)
14,441
United States Dollar
- strengthened 5% (2018 - 5%)
- weakened 5% (2018 - 5%)
(1,670)
1,670
(1,655)
1,655
(1,316)
1,316
(1,415)
1,415
37.5 Market price risk
The Group does not hold any quoted or marketable financial instruments, hence, is not exposed to any movement in market prices.
98
OM Holdings Limited | Annual Report 2019
NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
38
Capital risk management
The Company’s and the Group’s objectives when managing capital are:
•
•
•
•
to safeguard the Company’s and the Group’s abilities to continue as a going concern;
to support the Company’s and the Group’s stability and growth;
to provide capital for the purpose of strengthening the Company’s and the Group’s risk management capability;
and
to provide an adequate return to shareholders.
The Company and the Group actively and regularly review and manage its capital structure to ensure optimal capital structure
and shareholders’ returns, taking into consideration the future capital requirements of the Company and the Group and capital
efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected
strategic investment opportunities. The Company and the Group currently do not adopt any formal dividend policy.
Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size
of the Company and the Group, is reasonable.
The Company and the Group monitor capital using a gearing ratio, which is net debt divided by total equity:
Borrowings
Less: Cash and bank balances
Net debt
Total equity
Gearing ratio
The Company
The Group
2019
A$’000
2018
A$’000
2019
A$’000
2018
A$’000
15,029
(31)
14,998
20,440
(178)
20,262
473,918
(63,712)
410,206
512,926
(91,819)
421,107
94,063
120,155
507,868
451,125
0.16
0.17
0.81
0.93
There were no changes in the Company’s and the Group’s approach to capital management during the year.
99
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
39
Financial instruments
Accounting classifications of financial assets and financial liabilities
31 December 2019
Note
Debt instruments
(at amortised cost)
A$’000
The Group
Financial assets
Trade and other receivables
Cash and bank balances
The Company
Financial assets
Trade and other receivables
Cash and bank balances
14
16
14
16
37,809
63,712
101,521
18,325
31
18,356
31 December 2019
Note
Other financial liabilities
(at amortised cost)
A$’000
The Group
Financial liabilities
Borrowings
Lease liabilities
Trade and other payables
The Company
Financial liabilities
Borrowings
Trade and other payables
20
21
22
20
22
31 December 2018
Note
The Group
Financial assets
Trade and other receivables
Cash and bank balances
The Company
Financial assets
Trade and other receivables
Cash and bank balances
14
16
14
16
473,918
7,092
173,398
654,408
15,029
54,003
69,032
Debt instruments
(at amortised cost)
A$’000
90,570
91,819
182,389
46,231
178
46,409
31 December 2018
Note
Other financial liabilities
(at amortised cost)
A$’000
The Group
Financial liabilities
Borrowings (excluding finance lease
liabilities)
Trade and other payables
The Company
Financial liabilities
Borrowings
Trade and other payables
20
22
20
22
100
511,834
277,167
789,001
20,440
40,247
60,687
Total
A$’000
37,809
63,712
101,521
18,325
31
18,356
Total
A$’000
473,918
7,092
173,398
654,408
15,029
54,003
69,032
Total
A$’000
90,570
91,819
182,389
46,231
178
46,409
Total
A$’000
511,834
277,167
789,001
20,440
40,247
60,687
OM Holdings Limited | Annual Report 2019 NOTES TO THE FINANCIAL STATEMENTS
for the financial year ended 31 December 2019
40
Fair value measurement
Definition of fair value
IFRSs define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
Fair value hierarchy
Financial assets and financial liabilities measured at fair value in the statements of financial position are grouped into three Levels
of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:
●
●
●
Level 1:
quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2:
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly; and
Level 3:
unobservable inputs for the asset or liability.
Financial assets and liabilities that are not carried at fair value but whose carrying amounts approximate that of fair value
The carrying amounts of trade and other receivables (Note 14), cash and bank balances (Note 16), trade and other payables (Note 22),
current borrowings (Note 20) and current lease liabilities (Note 21) are reasonable approximation of fair values due to their short
term nature.
The carrying amounts of non-current trade and other payables (Note 22), non-current borrowings (Note 20) and non-current lease
liabilities (Note 21) are reasonable approximation of fair values as their interest rate approximate the market lending rate.
41
Events occurring after the reporting period
Final dividends
In February 2020, the Board resolved to declare a final dividend of A$0.01 per share (total dividend of A$7,367,000) for the financial
year ended 31 December 2019.
However, on 27 March 2020, the Company announced that given the impact of the COVID-19 global pandemic, it would still pay
A$0.005 per share due to be paid on 29 May 2020 and the balance of A$0.005 per share would be deferred subject to review by the
Board in August 2020. The record date of 8 May 2020 still applies. These financial statements do not reflect this dividend which will
be accounted for in the financial year ending 31 December 2020.
COVID-19
Subsequent to 31 December 2019, the COVID-19 outbreak was declared a pandemic by the World Health Organisation in March
2020. The outbreak and the response of Governments across the world in dealing with the pandemic is interfering with general
activity levels globally. The scale and duration of the developments associated with COVID-19 remain uncertain as at the date of
these financial statements. It is not possible to estimate the impact relating to the near-term and longer effects of COVID-19 to the
Company and Group at this time. The financial statements have been prepared based upon conditions existing as at 31 December
2019. As the outbreak of COVID-19 occurred after 31 December 2019, its impact is considered an event that is indicative of conditions
that arose after the reporting period and accordingly, no adjustments have been made to the Company and the Group’s financial
statements as at 31 December 2019 for any impacts of COVID-19.
101
OM Holdings Limited | Annual Report 2019
CORPORATE GOVERNANCE
OM Holdings Limited (the “Company”) is committed to implementing and maintaining high standards of corporate governance. In
determining what those high standards should involve, the Company has had regard to ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations 3rd Edition. The ASX Listing Rules require the Company to report on the extent to which it has
followed those principles and recommendations during its 2019 financial year.
This statement outlines the main corporate governance practices in place during the 2019 financial year, all of which comply with the ASX
Corporate Governance Council recommendations unless stated otherwise.
The Company will address the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition in an
appropriate manner when it comes into effect for the first financial year commencing after 1 January 2020.
Further information about the Company’s corporate governance practices is set out on the Company’s website at www.omholdingsltd.com.
The Company’s Board of Directors (the “Board”) is responsible for corporate governance, that is, the system by which the Company and its
subsidiaries (together, the “OMH Group”) are managed.
1.
BOARD OF DIRECTORS
1.1
Role of the Board and Management
The Board’s role is to govern the OMH Group. In governing the OMH Group, the Board must act in the best interests of the OMH Group as
a whole. It is the role of senior management to manage the OMH Group in accordance with the directions and delegations of the Board and
it is the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.
In carrying out its governance role, one of the primary tasks of the Board is to drive the performance of the OMH Group. The Board must
also ensure that the OMH Group complies with all of its contractual, statutory and any other legal obligations, including the requirements
of any relevant regulatory body. The Board has the final responsibility for the successful operations of the OMH Group.
To assist the Board in carrying out its functions, it has developed a Code of Ethics and Conduct to guide the Company’s directors (“Directors”),
key executives and all employees in the performance of their respective roles. The Code of Ethics and Conduct, along with a number of the
Company’s other policies and protocols, is available on the Company’s website at www.omholdingsltd.com/policy-ethics.htm.
The Board represents shareholders’ interests in relation to optimising the Company’s manganese mining operations, marketing and trading
business, ferro alloy smelter and sinter ore facility. This objective extends to managing its various strategic investments in the carbon steel
materials industry and its development and operational initiatives in Australia, Malaysia, Singapore, China and South Africa. This fully
integrated strategy seeks to achieve medium to long-term financial returns for shareholders while seeking to minimise risk. The Board
believes that this diversified strategy will ultimately result in the interests of all stakeholders being appropriately addressed when making
business decisions.
The Board is responsible for ensuring that the OMH Group is managed in such a way so as to best achieve this desired result. Given the
comparative size of the OMH Group’s mining, smelting, marketing and trading activities commensurate with its market share, the Board
currently undertakes an active, not passive role in its management of the Company’s business and investment goals.
The Board is responsible for evaluating and setting the strategic direction of the OMH Group, establishing goals for management and
monitoring the achievement of these goals. The Executive Chairman (and Chief Executive Officer) is responsible to the Board for the day-
to-day management of the OMH Group.
Among other things, the Board has sole responsibility for the following matters:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
appointing (and where appropriate removing) the Chief Executive Officer, any other executive director and the Company Secretary
and determining their respective remuneration and conditions of employment;
determining the strategic direction of the OMH Group and measuring the performance of management against approved strategies;
monitor the operational and financial position of the Company specifically and the Group generally;
reviewing the adequacy of resources for management to properly carry out approved strategies and business plans;
adopting operating (including production), capital and development expenditure budgets at the commencement of each financial
year and ensuring adherence to those budgets by monitoring both financial and non-financial key performance indicators;
monitoring the OMH Group’s medium term capital, exploration and cash flow requirements;
approving and monitoring financial and other reporting to regulatory bodies, shareholders and other key stakeholders;
determining that satisfactory arrangements are in place for auditing the OMH Group’s financial affairs;
appointing the external auditors of the OMH Group;
reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and compliance with
all applicable legislative requirements;
authorising the issue of shares, options, equity instruments or other securities;
authorising borrowings, other than in the ordinary course of business, and the granting of any security over the undertakings of
the OMH Group or any of its assets;
approving the acquisition, establishment, disposal or cessation of any significant business of the OMH Group; and
ensuring that policies and compliance systems consistent with the OMH Group’s objectives and best practice are in place and that
the OMH Group and its officers act legally, ethically and responsibly at all times.
The Board’s role, and the OMH Group’s corporate governance practices, are being continually reviewed and improved as the OMH Group’s
businesses further expand.
The Board may from time to time delegate some of its responsibilities listed above to its senior management team.
102
OM Holdings Limited | Annual Report 2019 CORPORATE GOVERNANCE
The Executive Chairman (Chief Executive Officer) is responsible for managing the operations of the OMH Group (in accordance with the
requirements of his Executive Service Agreement) under delegated authority from the Board and for implementing the policies and strategy
set by the Board. In carrying out his responsibilities, the Executive Chairman (Chief Executive Officer) must report to the Board in a timely
manner and ensure all reports to the Board present a true and fair view of the OMH Group’s operational results and financial position.
The role of management is to support the Executive Chairman (Chief Executive Officer) and implement the running of the general operations
and financial business of the OMH Group, in accordance with the delegated authority of the Board.
1.2
Composition of the Board
To add value to the OMH Group, the Board, which comprises of a majority of independent Directors has been formed so that it has an
effective composition, size and commitment to adequately discharge it responsibilities and duties. The names of the Directors and their
qualifications and experience are disclosed in the ‘Directors’ section of the Annual Report. Directors are appointed based on the specific
governance skills required by the OMH Group and on the independence of their decision-making and judgment. The OMH Group ensures
that each Director and senior executive enters into a written agreement with the OMH Group which sets out the terms of their appointment.
The current Executive Chairman and five Non-Executive Directors have a mix of legal, commercial, exploration, project development,
mining, commodities processing, ore and alloy trading and financial skills and experience. Accordingly the composition, diversity of skills
and experience is appropriate to effectively review and challenge the performance of management and to exercise independent judgement
in discharging their responsibilities and in making decisions.
In addition to the Directors’ experience outlined in the Annual Report, the below table sets out the skills, attributes and experience of the
Directors serving on the Board as at 31 December 2019.
Domain Area
Board Skills and Experience
From 1 January 2019 to
31 December 2019
(out of 6 Directors)
Legal and
Governance
Experience in a large organisation with a strong focus on and adherence to high
governance standards
Listed entity board and/or sub-committee experience
Experience in corporate legal affairs and/or regulatory/governmental departments
Relevant legal tertiary degree or professional qualification
Constructively challenge and contribute to Board discussions and communicate
effectively with management and other Directors. Build consensus, negotiate and
obtain stakeholder support for Board decisions.
Experience as Director, CEO, CFO or other office holder or similar in medium to
large entities
Identifying and critically assessing strategic opportunities and threats to the OMH
group and developing and implementing successful strategies in context to an
organisations policies and business objectives
Executive
Management
Strategy
Mining, Production,
Manufacturing
Resources,
Commodity Expertise
Mining, production,
manufacturing or resources
industry executive
management
Technical skills
Health, Safety Environment
and Community
Capital projects,
engineering and
construction
Senior executive, advisory or board experience
in a large mining, production, manufacturing or
resources organisation
Senior executive responsibility for exploration
or production or processing or long-term board
experience in a large mining and resources
organisation with exploration, production or
processing as a key part of its business
Executive or board sub-committee experience
in a mining and resources organisation with
responsibility for health and workplace safety, and/
or environmental and social responsibility
Senior executive experience with capital projects
and/or engineering in a mining or resources
environment; tertiary or professional engineering
qualification. Includes contract negotiations,
project management and projects with long term
investment horizons
Senior executive expertise in commodities, mining, trading or resources sector
Senior executive management in people management and remuneration policy
development or board remuneration and nomination sub-committee experience
Human Resources
/Organisational
Development &
Culture
Finance, Commerce
and Accounting
Financial accounting and reporting, internal financial and risk controls, corporate
finance and, restructuring corporate transactions (eg: joint ventures, listings etc).
Board audit sub-committee experience
Relevant tertiary degree or professional qualification
Risk Management
Senior executive experience in risk management
Board risk sub-committee experience
6
6
6
2
6
6
6
4
1
3
4
3
4
5
5
2
4
4
103
OM Holdings Limited | Annual Report 2019 CORPORATE GOVERNANCE
The OMH Group recognises the importance of independent Non-Executive Directors and the external perspective and advice that such
Directors can offer. The Board consists of the following independent Non-Executive Directors: Mr Zainul Abidin Rasheed, Mr Tan Peng
Chin, Mr Thomas Teo Liang Huat and Mr Peter Church OAM. Ms Julie Wolseley is also a Non-Executive Director but is not viewed as
independent due to her also providing company secretarial services to the OMH Group. It should be noted however, that the value of such
services is not considered to constitute a material supply arrangement to the Company.
While the Board strongly believes that boards need to exercise independence of judgment, it also recognises (as noted in Principle 2 of the
ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd Edition) that the need for independence is to be
balanced with the need for skills, commitment and a workable board size. The Board believes it has recruited members with the skills,
experience and character necessary to discharge its duties and that any greater emphasis on independence would be at the expense of the
Board’s effectiveness.
As the OMH Group’s activities increase in size, nature and scope, the size of the Board will be reviewed and the optimum number of
Directors required for the Board to properly perform its responsibilities and functions will continue to be re-assessed. The Remuneration
Committee is responsible for conducting the appropriate checks prior to the appointment of a person as a director of the Company or prior
to putting forward to shareholders a new candidate for election as a director. These processes are governed by the Group’s Remuneration
Committee Charter. Checks undertaken may include checks as to the person’s character, experience, education, criminal record and
bankruptcy history. Material information relevant to a decision on whether to elect or re-elect a director is provided to shareholders in all
Notices of Meeting which contain director election or re-election resolutions.
The Company’s current Executive Chairman (Chief Executive Officer), Mr Low, is not considered by the Board to be independent having
regard to the relationships set out in Box 2.3 entitled ‘Factors relevant to assessing the independence of a director’ in the ASX Corporate
Governance Council’s Principles and Recommendations. The Board has regard to the relationships set out in Box 2.3, among other things,
together with the Company’s materiality thresholds, when forming a view as to the independent status of a Director.
Notwithstanding Recommendation 2.5 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd
Edition (being the requirement for the Chairman of the Company to be an independent director and for the position of Chairman to
not be fulfilled by the same person who fulfils the position of Chief Executive Officer), the Board considers that Mr Low’s position as
Executive Chairman (and Chief Executive Officer) is appropriate given his world-wide experience and specialised understanding of the
global manganese industry. The Board believes that Mr Low has the range of skills, knowledge, and experience necessary to effectively
govern the Company and understand the industries and market segments in which the Company operates. Mr Low was a founding
Director of the Company and has been a major force in its evolution and success. Mr Low has been instrumental in advancing the OMH
Group’s Malaysian development and operational strategy which represents a unique opportunity for the OMH Group to be an active
participant in one of the world’s lowest cost and strategically located ferro alloy plants with unparalleled competitive advantages. In
particular, Mr Low has proactively sought and secured the Malaysian smelting project’s unique competitive advantages including, but not
limited to, access to competitively priced long term hydroelectric power supply, identification of coastal industrial land with direct access to
dedicated port facilities, geographical proximity to both raw materials and Asian steel mills and tax incentives and indirect duties as well
as comprehensive purpose built industrial infrastructure. The Board believes that there are sufficient internal controls in place to ensure
adequate accountability, transparency and effective oversight by the Board such that an appropriate balance of power and authority is
exercisable by the Board for objective decision-making in the best interests of the OMH Group. The Board is therefore of the view that given
Mr Low’s technical, commercial and financial experience and knowledge of the Company, and his continuing contribution to the Board,
it is appropriate that he remain in his current position and that it is currently unnecessary to effect a separation of the role of Executive
Chairman from that of Chief Executive Officer to facilitate the Company’s decision-making and implementation process. Mr Zainul Abidin
Rasheed is the independent Deputy Chairman who has regular and direct contact with the Executive Chairman and seeks to ensure in
conjunction with the Executive Chairman, that the Board is effective, has the right balance of diversity, skills, experience and independence.
The membership of the Board, together with its activities and composition, are subject to periodic review. The criteria for determining the
identification and appointment of a suitable candidate for the Board includes the quality of the individual, their background of experience
and achievement, their compatibility with other Board members, their intellectual ability to contribute to Board duties and their physical
ability to undertake Board duties and responsibilities.
Directors are initially appointed by the Board subject to re-election by shareholders at the subsequent Annual General Meeting. Under the
Company’s Bye-laws, the tenure of Directors (other than the Chief Executive Officer) is subject to re-appointment by shareholders not later
than the third anniversary following his/her last appointment by shareholders. Subject to the requirements of the law, the Board does not
subscribe to the principle of retirement age and there is no maximum period of service as a Director. A Chief Executive Officer may be
appointed for any period and on any terms the Directors think fit and, subject to the terms of any agreement entered into, the Board may
revoke that appointment.
1.3
Responsibilities of the Board
In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management
and operations of the OMH Group. It is required to do all things that may be necessary to be done in order to carry out the objectives and
strategic imperatives of the OMH Group.
Without limiting the authority and role of the Board, the principal functions and responsibilities of the Board include the following:
Leadership of the OMH Group - overseeing the OMH Group and establishing codes, policies and protocols that reflect the values
of the OMH Group and guide the conduct of the Board, management and employees;
Strategy Formulation - working with senior management to set and review the overall strategy and goals for the OMH Group and
ensuring that there are policies in place to govern the operations of the OMH Group;
Overseeing Planning Activities - overseeing the development of the OMH Group’s strategic plans (including operating, capital,
exploration and development programmes and initiatives) and approving such plans as well as the annual budget;
Shareholder Liaison - ensuring effective communications with shareholders through an appropriate communications policy and
promoting participation at general meetings of the Company;
1.
2.
3.
4.
104
OM Holdings Limited | Annual Report 2019
CORPORATE GOVERNANCE
5.
6.
7.
8.
9.
Monitoring, Compliance and Risk Management - overseeing the OMH Group’s risk management, compliance, control and
accountability systems and monitoring and directing the operational and financial performance of the OMH Group;
OMH Group Finances - approving expenditure in excess of that which falls outside the approved authority matrix, approving
expenditure materially outside the annual budget and approving and monitoring acquisitions, divestments and financial and other
reporting;
Human Resources - appointing, and where appropriate, removing the Chief Executive Officer as well as reviewing the performance
of the Chief Executive Officer and monitoring the performance of senior management in their implementation of the OMH Group’s
strategy;
Ensuring the Health, Safety and Well-Being of Employees - in conjunction with the senior management team, developing, overseeing
and reviewing the effectiveness of the OMH Group’s work health and safety systems to ensure the well-being of all employees; and
Delegation of Authority - delegating appropriate powers to the Chief Executive Officer to ensure effective day-to-day management
of the OMH Group and establishing and determining the powers and functions of the various Committees of the Board.
Full details of the Board’s role and responsibilities are contained in the Board Charter, a summary of which is contained on the Company’s
website.
1.4
Board Policies
1.4.1
Directors must:
Conflict of Interest
•
•
disclose to the Board any actual or potential conflict of interest that may or might reasonably be thought to exist between the
interests of the Director and the interests of the OMH Group; and
if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps
to remove or mitigate any such conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, in accordance with the requirements of the law,
remove himself/herself from the boardroom when discussion in relation to or concerning matters relating to that conflict occur and/or
abstain from voting on matters about which the conflict relates.
1.4.2 Commitments
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company.
1.4.3 Confidentiality
In accordance with legal requirements and agreed ethical standards, the Directors, key executives and all employees of the OMH Group
have agreed to keep confidential, information received in the course of the exercise of their duties, and will not disclose non-public
information except where disclosure is authorised or legally mandated.
Independent Professional Advice
1.4.4
The Board collectively and, each Director individually, has the right to seek independent legal, accounting or other professional advice at
the OMH Group’s expense, up to specified limits, to assist it or them (as applicable) in carrying out its or their (as applicable) responsibilities.
Board Access to Information
1.4.5
Subject to the Directors’ Conflict of Interest guidelines referred to in Section 1.4.1 above, Directors have direct access to the Company’s
management and to all Company information in the possession of management.
1.4.6 Related Party Transactions
Related party transactions include any financial transaction between a Director and the OMH Group. Unless there is an exemption under
the Companies Act 1981 of Bermuda or any other relevant laws or regulation (including the ASX Listing Rules) from the requirement to
obtain shareholder approval for the related party transaction, the Board cannot approve the transaction.
1.5
Board Meetings
The Executive Chairman (who is also the Chief Executive Officer), in conjunction with the Company Secretary1, sets the agenda for each
meeting of the Board. Any Director may request a matter be included on the agenda.
Typically, at Board Meetings the agenda will include:
•
•
•
•
•
•
minutes of the previous Board meeting and matters arising;
the Executive Chairman’s Report (Chief Executive Officer) Report;
the Group Financial Controllers’ Report;
operating and financial reports from each key business unit;
reports on major projects and current issues; and
specific business proposals.
All Directors and Committees of OMH have access to the Company Secretary for advice and services.
1 In accordance with Recommendation 1.4, the company secretary of the Company is directly accountable to the Board, through the
Executive Chairman, on all matters to do with the proper functioning of the Board.
105
OM Holdings Limited | Annual Report 2019 CORPORATE GOVERNANCE
The number of meetings of the Directors held in the period each Director held office during the 2019 financial year and the number of
meetings attended by each Director were:
Director
Low Ngee Tong
Julie Wolseley
Tan Peng Chin
Thomas Teo
Zainul Abidin Rasheed
Peter Church
Board of Directors’ Meetings
Held
Attended
4
4
4
4
4
4
4
4
3
4
3
4
During the financial year there were four general Directors’ meetings for which a formal notice of meeting was given.
2.
BOARD COMMITTEES
Except for the Committees mentioned in Sections 2.1 and 2.2 below, the Board considers that the affairs of the OMH Group are not sufficiently
complex to justify the formation of numerous special Board committees at this time. The Board as a whole is able to address the governance
aspects relating to the full scope of the OMH Group’s activities and to ensure that it adheres to appropriate ethical standards.
The Board has however established a framework for the management of the OMH Group, including a system of internal controls, a business
risk management process and the establishment of appropriate ethical standards.
The Board also holds meetings at such times as may be necessary to address any general or specific matters as required.
If the OMH Group’s activities increase in size, scope and nature, the establishment of separate or special Board committees will be
considered and implemented, if appropriate.
2.1
Audit Committee
To ensure the integrity of the financial statements of the OMH Group and the independence of the external auditor, an Audit Committee has
been formally established by the Board. The Audit Committee consists of three independent Non-Executive Directors, being Mr Thomas
Teo Liang Huat (chairman of the Audit Committee), Mr Zainul Abidin Rasheed and Mr Peter Church. Ms Julie Wolseley a Non-Executive
Director is also a member of the Audit Committee. All Audit Committee members have sufficient financial expertise and experience to
discharge the Audit Committee’s mandate.
During the financial year ended 31 December 2019, the Audit Committee held two meetings and all committee members were in attendance.
The Audit Committee is responsible for reviewing the annual and half-yearly financial statements of the Company and any reports which
accompany those financial statements.
The Board, in conjunction with the Audit Committee, considers the appointment of the external auditor and reviews the appointment of
the external auditor, their independence, the audit fee and any questions of resignation or dismissal. The Audit Committee also reviews the
scope of work of the internal audit function and reviews the internal audit reports tabled by the internal auditors. The Board is responsible
for establishing, and ensuring adherence to, policies on risk oversight and management.
The role of the Audit Committee is to assist the Board to meet its oversight responsibilities in relation to the Company’s financial reporting,
compliance with legal and regulatory requirements, internal control structure and the external audit function.
Key activities undertaken by the Audit Committee include:
•
•
•
•
•
approval of the scope, plan and fees for the external audit;
reviewing the independence and performance of the external auditor;
reviewing significant accounting policies and practices;
appointment of the internal auditor and approving the scope, plan and fees for the internal auditor; and
reviewing OMH Group’s half year and annual financial statements.
Members of the Audit Committee and their qualifications are outlined in the Directors’ section of the Annual Report.
The Audit Committee Charter is available on the Company’s website.
2.2
Remuneration Committee
The Remuneration Committee reviews and makes recommendations to the Board on remuneration policies applicable to executive officers
and Directors of the OMH Group. The Remuneration Committee comprises three Non-Executive Independent Directors, Mr Tan Peng
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Chin (chairman of the Remuneration Committee), Mr Zainul Abidin Rasheed and Mr Thomas Teo Liang Huat. Ms Julie Wolseley a Non-
Executive Director is also a member of the Remuneration Committee.
A copy of the Remuneration Committee Charter is on the Company’s website.
The role of the Remuneration Committee is to assist the Board in reviewing human resources and compensation policies and practices
which:
•
•
enable the Company to attract, retain and motivate employees who achieve operational excellence and create value for shareholders;
and
reward employees fairly and responsibly, having regard to the results of the OMH Group, individual performance and general
remuneration conditions.
The Remuneration Committee works with the Board on areas such as setting policies for senior officers’ remuneration, setting the terms
and conditions of employment for the Executive Chairman and the Chief Executive Officer, reviewing superannuation arrangements,
reviewing the remuneration of Non-Executive Directors and undertaking an annual review of the Chief Executive Officer’s performance.
The OMH Group is committed to remunerating its senior executives in a manner that is market competitive and consistent with best
practice as well as supporting the interests of shareholders and will continually review and assess the remuneration structure in place to
achieve this in accordance with the Remuneration Charter.
Non-Executive Directors are paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of
Non-Executive Directors. The annual aggregate maximum amount of remuneration paid to Non-Executive Directors was last approved by
shareholders on 30 May 2019 and is currently A$1,300,000.
During the year ended 31 December 2019, the Remuneration Committee held one meeting and all committee members were in attendance.
Nomination committee
The Company does not have a nomination committee because it is not considered that such a committee would be a more efficient forum
than the Board as a whole for the consideration of potential candidates to the Board or other key positions.
The responsibilities of the Board as a whole include devising criteria for Board membership, regularly reviewing the need for various skills
and experience on the Board and identifying specific individuals for nomination as Directors for review by the Board. The Board also
oversees management succession plans, including the Executive Chairman (Chief Executive Officer) and his direct reports, and evaluates
the Board’s performance and makes recommendations for the appointment and removal of Directors.
Directors are appointed based on the specific governance skills required by the OMH Group. Given the size of the OMH Group and the
businesses that it operates, the OMH Group aims at all times to have at least one Director with substantial experience in the metals trading
and mining industries. In addition, the Board should consist of members that have a blend of expertise and professional experience in:
•
•
•
•
accounting and financial management;
legal skills;
technical skills; and
in relation to the Executive Chairman (Chief Executive Officer) - business experience and commercial acumen.
Prior to appointing a director or recommending a new candidate for election as a director the Board ensures that appropriate checks are
undertaken as to the persons character, experience, education, criminal record and bankruptcy history.
In addition the Board ensures that all material information relevant to a decision on whether or not to elect or re-elect a Director must be
provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director. The Board will ensure this
material information is included in the Company’s 2019 Notice of Annual General Meeting.
3.
ETHICAL STANDARDS
The Board acknowledges the need for continued maintenance of the highest standard of corporate governance and ethical conduct by all
Directors and employees of the OMH Group.
3.1
Code of Ethics and Conduct for Directors and Key Executives
The Board has adopted a Code of Ethics and Conduct for Directors, key executives and all employees to promote ethical and responsible
decision-making as per Recommendation 3.1 of the ASX Corporate Governance Council’s Principles and Recommendations 3rd Edition. This code
outlines how the OMH Group expects its Directors, key executives and employees to behave and conduct business in the workplace on a
range of issues. The OMH Group is committed to the highest level of integrity and ethical standards in all business practices. Directors and
employees must conduct themselves in a manner consistent with current community and corporate standards and in compliance with all
applicable legislation. In addition, the Board subscribes to the Statement of Ethical Standards as published by the Australian Institute of
Company Directors.
A summary of the Company’s Code of Ethics and Conduct is available on the Company’s website.
All Directors, key executives and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance
the reputation and performance of the Company.
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3.2
Code of Ethics and Conduct
As noted above, the OMH Group has implemented a Code of Ethics and Conduct, which provides guidelines aimed at maintaining the
highest ethical standards, corporate behaviour and accountability at all times within the OMH Group.
All Directors and employees are expected to:
•
•
•
•
•
•
•
•
•
respect the law and act in accordance with it;
respect confidentiality and not misuse OMH Group information, assets or facilities;
value and maintain professionalism;
avoid any real or perceived conflict of interests;
act in the best interests of shareholders;
by their actions contribute to the OMH Group’s reputation as a good ‘corporate citizen’ that seeks the respect of the community and
environment in which it operates;
perform their duties in a way that minimises environmental impacts and maximises workplace safety;
exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with customers,
suppliers, community members, indigenous people and the public generally; and
act with honesty, integrity, decency and responsibility at all times.
An employee that breaches the Code of Ethics and Conduct may face disciplinary action. If an employee suspects that a breach of the Code
of Ethics and Conduct has occurred or will occur, he or she must advise that breach to management. No employee will be disadvantaged or
prejudiced if he or she reports in good faith a suspected breach. All reports will be acted upon and kept confidential.
As part of its commitment to recognising the legitimate interests of stakeholders, the OMH Group has established the Code of Ethics and
Conduct to guide compliance with legal and other obligations to legitimate stakeholders. These stakeholders include employees, customers,
government authorities, creditors and the community as whole. This Code includes the following:
Responsibilities to Shareholders and the Financial Community Generally
The OMH Group complies with the spirit as well as the letter of all laws and regulations that govern shareholders’ rights. The OMH Group
has processes in place to ensure the truthful and factual presentation of the OMH Group’s financial position and prepares and maintains
its accounts fairly and accurately in accordance with the generally accepted accounting and international financial reporting standards.
Employment Practices
The OMH Group endeavours to provide a safe workplace in which there is equal opportunity for all employees at all levels of the OMH
Group. The OMH Group does not tolerate the offering or acceptance of bribes or the misuse of OMH Group assets or resources.
Responsibilities to the Community
As part of the community, the OMH Group:
•
•
is committed to conducting its business in accordance with applicable environmental laws and regulations and encourages all
employees to have regard for the environment when carrying out their jobs; and
encourages all employees to engage in activities beneficial to their local community.
Responsibilities to the Individual
The OMH Group is committed to keeping private information confidential which has been provided by employees and investors and
protect such information from uses other than those for which it was provided.
Conflict of Interests
Employees and Directors must avoid conflicts as well as the perception of conflicts between personal interests and the interests of the OMH
Group.
How the OMH Group Monitors and Ensures Compliance with its Code
The Board, management and all employees of the OMH Group are committed to implementing this Code of Ethics and Conduct and each
individual is accountable for such compliance.
Disciplinary measures may be taken for violating the Code of Ethics and Conduct.
4.
DIVERSITY
The OMH Group recognises the value contributed to the group’s operations by employing people with varying skills, cultural backgrounds,
ethnicity and experience. The OMH Group’s diverse workforce is the key to continued growth, improved productivity and performance.
The OMH Group actively values and embraces the diversity of its employees and is committed to creating an inclusive workplace where
everyone is treated equally and fairly, and where discrimination, harassment and inequality are not tolerated.
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The Company is committed to workplace diversity and to ensuring that a diverse mix of skills and talent exists amongst its Directors,
officers and employees to enhance Company performance. The Board has adopted a Diversity Policy which addresses equal opportunities
in the hiring, training and career advancement of Directors, officers and employees. The Diversity Policy outlines the strategies and
processes according to which the Board will set measurable objectives to achieve the aims of its Diversity Policy, with particular focus on
gender diversity within the Company and representation of indigenous individuals. The Board is responsible for monitoring Company
performance in meeting the Diversity Policy requirements, including the achievement of diversity objectives.
Information relating to the total current representation of women employees in the OMH Group, including those women employees holding
senior executive positions and those women employees on the Board is as follows:
Board of Directors
Senior Executives2
Total OMH Group employees
Number of Women
1
4
348
%
16.7%
21.1%
13.8%
As at 31 December 2019, approximately 12% of the OMH Group’s mining subsidiary workforce were indigenous employees.
A copy of the Company’s Diversity Policy is available on the Company’s website.
5.
KEY MANAGEMENT PERSONNEL DEALING IN COMPANY SHARES
The Company has a formal trading policy relating to the trading of securities by key management personnel (including Directors) of the
Company which complies with ASX Listing Rule 12.12. A copy of the Company’s Securities Trading Policy is available on the Company’s
website.
6.
DISCLOSURE OF INFORMATION
6.1
Continuous Disclosure to ASX
The Company has a formal Continuous Disclosure and Information Policy as required by Recommendation 5.1 of the ASX Corporate
Governance Council’s Principles and Recommendations 3rd Edition. This policy was introduced to ensure that the Company achieves best
practice in complying with its continuous disclosure obligations under the ASX Listing Rules and also to ensure that the Company and
individual officers do not contravene the ASX Listing Rules.
The Company is committed to ensuring that shareholders and the market are provided with equal and timely access to material information
concerning the Company (including of its financial position, performance, ownership and governance), and that all stakeholders have equal
opportunity to receive externally available information issued by the Company.
The Chief Executive Officer is responsible for interpreting and monitoring the Company’s disclosure policy and, where necessary, informing
the Board. The Company Secretary has been nominated as the person responsible for communications with the ASX.
The Continuous Disclosure Policy requires all executives and Directors to inform the Executive Chairman (Chief Executive Officer) (or,
in his absence, the Company Secretary) of any potentially material information as soon as practicable after they become aware of that
information.
Information is material if it is likely that the information is market sensitive information, such as would influence investors who commonly
acquire securities on ASX in deciding whether to buy, sell or hold the Company’s securities, or would otherwise have a material effect on
the price or value of the Company’s securities.
All information disclosed to the ASX is posted on the Company’s website as soon as it is disclosed to the ASX and released to the market
by the ASX. The Company’s website also includes a “Corporate Governance” landing page that discloses all relevant corporate governance
information, including policies and procedures.
6.2
Communication with Shareholders
The Company places considerable importance on effective communication with shareholders and has adopted a Shareholder
Communications Strategy which sets out the OMH Group’s commitment to effectively communicating with shareholders. A copy of the
Shareholder Communications Strategy is available on the Company’s website. Directors recognise that shareholders, as the ultimate
owners of the Company, are entitled to receive timely and relevant high quality information about their investment. Similarly, prospective
new investors are entitled to be able to make informed investment decisions when considering the purchase of the Company’s shares.
The Company aims to communicate with shareholders and other stakeholders in an open, regular and timely manner so that the market
has sufficient information to make informed investment decisions on the operations and results of the OMH Group. The strategy provides
for the use of internal processes and protocols that ensures a regular and timely release of information about the OMH Group is provided
to shareholders.
2 A Senior Executive of the OMH Group is a person having the authority and responsibility for planning, directing and controlling the
activities of the entity.
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OMH Group’s Continuous Disclosure Policy encourages effective communication with its shareholders by requiring:
•
•
•
•
the timely and full disclosure of material information about the OMH Group’s activities in accordance with the disclosure
requirements contained in the ASX Listing Rules;
that all information released to the market be placed on the Company’s website following release;
that the Company’s market announcements be maintained on OMH’s website for at least three years; and
that all disclosures, including notices of meetings and other shareholder communications, are drafted clearly and concisely.
The Board encourages full participation of shareholders at annual general meetings to ensure a high level of accountability and
understanding of the OMH Group’s strategy and goals. Copies of the addresses by the Executive Chairman are disclosed to the market and
posted to the Company’s website. The meetings are conducted to allow questions and feedback to the Board.
Furthermore, the Company’s external auditor attends the Company’s annual general meeting to answer shareholder questions about the
conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company and the independence
of the auditor in relation to the conduct of the audit. The amount of fees paid to the external auditors is provided in a note to the financial
statements.
OMH’s significant briefings with major institutional investors and analysts are lodged with the ASX and are made available on the
Company’s website.
OMH aims to promote effective communication to and from shareholders. Members are encouraged to register with OMH’s share register
to receive formal notices and material electronically and to communicate electronically.
7.
RISK MANAGEMENT
7.1
Approach to Risk Management and Internal Control
The Board recognises that risk management and internal compliance and control are key elements of good corporate governance.
The OMH Group’s Risk and Internal Control policy describes the manner in which the Company:
•
•
•
identifies, assesses, monitors and manages business and operational risks;
identifies material changes to the Company’s risk profile; and
designs, implements and monitors the effectiveness of the internal compliance and control framework.
OMH considers that effective risk management is about achieving a balanced approach to risk and reward. Risk management enables the
Company to capitalise on potential opportunities while mitigating potential adverse effects. Both mitigation and optimisation strategies
are considered equally important in risk management.
7.2
Risk Management Roles and Responsibilities
The Board is responsible for reviewing and approving the Company’s risk management strategy, policy and key risk parameters, including
determining the OMH Group’s appetite for country specific risk and major investment decisions.
The Board is also responsible for satisfying itself that management has developed and implemented a sound system of risk management
and internal control. Rather than separately constituting an additional committee of the Board, the Board has delegated oversight of the
risk and internal control policy, including review of the effectiveness of OMH’s internal control framework and risk management process,
to the key executive management team in conjunction with the Board. The Board considers this structure to be the most effective means
of (i) managing the various risks that are relevant to the OMH Group and (ii) monitoring the OMH Group’s compliance with the Risk and
Internal Control policy.
Management is responsible for designing, implementing, reviewing and providing assurance as to the effectiveness of the risk and internal
control policy. This responsibility includes developing business risk identification, implementing appropriate risk mitigation strategies and
controls, monitoring effectiveness of controls and reporting on risk management capability.
Each business unit reports annually to the Board on its business plan, risk profile and management of risk.
The Board is responsible for the oversight of the OMH Group’s risk management and control framework. Responsibility for control and
risk management is delegated to the appropriate level of management within the OMH Group with the Chief Executive Officer (with the
support of the OMH Group’s most senior financial executives) having ultimate responsibility to the Board for the risk management and
control framework.
7.3
Internal Audit
Since 2009, BDO LLP has been engaged to provide internal audit services to the OMH Group. The internal audit function is tendered every
three years.
The internal audit function is independent of both business management and of the activities it reviews. Internal audit provides assurance
that the design and operation of the OMH Group’s risk management and internal control system is effective. A risk-based audit approach
is used to ensure that the higher risk activities in each business unit are targeted by the internal audit program. All audits are conducted in
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a manner that conforms to international auditing standards. The assigned internal audit team has all the necessary access to OMH Group
management and information. The Audit Committee oversees and monitors the internal auditor’s activities. It approves the annual audit
program and receives reports from the internal auditor concerning the effectiveness of internal control and risk management. The Audit
Committee members have access to the internal auditors without the presence of other management. The internal auditor has unfettered
access to the Audit Committee and its Chairman.
Internal audit and external audit are separate and independent of each other.
7.4
Integrity of Financial Reporting
Each year, the OMH Group’s Executive Chairman (Chief Executive Officer) and Group Financial Controller report in writing to the Board
that:
•
•
•
the financial statements of the OMH Group for each half and full year present a true and fair view, in all material aspects, of the
OMH Group’s financial condition and operational results and are in accordance with accounting standards;
the above statement is founded on a sound system of risk management and internal compliance and control which implements the
policies adopted by the Board; and
the OMH Group’s risk management and internal compliance and control framework is operating efficiently and effectively in all
material respects.
The Board confirms that such a report was provided by the Executive Chairman (Chief Executive Officer) and Group Financial Controller
for the 2019 financial year.
7.5
Role of External Auditor
The OMH Group’s practice is to invite the external auditor to attend each annual general meeting and be available to answer shareholder
questions about the conduct of the audit and the preparation and content of the auditor’s report.
The Board (i) ensures that the appointment of the external auditor is limited in scope so as to maintain the independence of the external
auditor; and (ii) assesses, on a case by case basis, whether the provision of any non-audit services by the external auditor that may be
proposed, is appropriate.
The services considered unacceptable for provision by the external auditor include:
•
•
•
•
•
•
•
•
internal audit;
acquisition accounting due diligence where the external auditor is also the auditor of the other party;
transactional support for acquisitions or divestments where the external auditor is also the auditor of the other party;
book-keeping and financial reporting activities to the extent such activities require decision-making ability and/or posting entries
to the ledger;
the design, implementation, operation or supervision of information systems and provision of systems integration services;
independent expert reports;
financial risk management; and
taxation planning and taxation transaction advice.
It is a requirement that there is a rotation of the external audit partner at least every five years and there is a prohibition in relation to the
re-involvement of a previous audit partner in the audit service for two years following rotation.
7.6
Economic, Environmental and Social Sustainability Risks
The OMH Group undertakes mining and smelting operations and, as such, faces risks inherent to its businesses, including financing and
economic, environmental and social sustainability risks, which may materially impact the OMH Group’s ability to create or preserve value
for security holders over the short, medium or long term.
The OMH Group believes that long-term success hinges on sustainable development that benefits the business, stakeholders and the
environment. To this end, each business unit has adopted a policy of responsible, proactive environmental management and will work to
ensure compliance with relevant legislative obligations during its exploration and development activity. The OMH Group is committed
to delivering favourable results for shareholders while at the same time ensuring that its economic success is balanced alongside its
environmental and social responsibilities.
The OMH Group appreciates the importance of community consultation and facilitates the involvement and awareness of relevant
communities and their representatives when undertaking any exploration or development activity. Through a proactive policy of self-
regulation, legislative compliance and community involvement, the OMH Group is working hard to deliver on its short and long-term
business objectives while ensuring that relevant social and environmental considerations are included as part of any decision-making
process.
The OMH Group will continue its policy of sustainable development in the interests of meeting the expectations of its shareholders without
compromising the health or vitality of both the natural and social environment.
The OMH Group’s core values are Commitment, Respect, Excellence and Attitude. Safety is an embedded feature in each of these core
values and is specifically identified in the Commitment core value, which is described as “A commitment to the best practice in health
and safety, the environment and the communities in which we operate”. The operating business units each have in place policies and
procedures to help manage risks.
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8.
ENCOURAGE ENHANCED PERFORMANCE
Board and management effectiveness are dealt with on a continuous basis by management and the Board, with differing degrees of
involvement from various Directors and management, depending upon the nature of the matter.
The Board aims to periodically evaluate its performance and the performance of its Committees and individual directors to determine
whether or not it is functioning effectively by reference to the Board Charter and current best practice. The Board confirms that a review,
conducted in accordance with this self-evaluation process, was performed during the financial year. Also, an annual review is undertaken
in relation to the composition and skills mix of the Directors.
The performance of all Directors is reviewed by the Executive Chairman on an ongoing basis and any Director whose performance is
considered unsatisfactory may be asked to retire. The Executive Chairman’s performance is reviewed by the other Board members.
The Company has established firm guidelines to identify the measurable and qualitative indicators of the Director’s performance during
the course of the year. Those guidelines include:
•
•
attendance at all Board meetings. Missing more than three consecutive meetings without reasonable excuse will result in that
Director’s position being reviewed; and
attendance at the Company’s shareholder meetings. Non-attendance without reasonable excuse will result in that Director’s position
being reviewed.
The performance of each Director retiring at the next annual general meeting is taken into account by the Board in determining whether or
not the Board should support the re-election of each such Director. Board support for a Director’s re-election is not automatic and is subject
to satisfactory Director performance.
Arrangements put in place by the Board to monitor the performance of the OMH Group’s Executive Directors and senior executives include:
•
•
•
a review by the Board of the OMH Group’s financial performance;
annual performance appraisal meetings incorporating analysis of key performance indicators with each individual; and
regular reporting from the Chief Executive Officer which monitors the performance of the Company’s executives to ensure that the
level of reward is aligned with respective responsibilities and individual contributions made to the success of the OMH Group.
The Remuneration Committee reviews and makes recommendations to the Board on the criteria for and the evaluation of, the performance
of the Executive Chairman and the Chief Executive Officer.
The Board confirms that a review, conducted in accordance with these arrangements, was performed in relation to the performance of the
Company’s Executive Directors and senior management during the 2019 financial year.
Executive Remuneration Policy
The OMH Group’s remuneration policy aims to reward executives fairly and responsibly in accordance with the international market for
executives and ensure that the Company:
•
•
•
•
•
•
provides competitive rewards that attract, retain and motivate executives of the highest calibre;
sets demanding levels of performance which are clearly linked to an executive’s remuneration;
structures remuneration at a level that reflects the executive’s duties and accountabilities and is, where required, competitive
within Australia and, for certain roles, internationally;
benchmarks remuneration against appropriate comparable groups;
aligns executive incentive rewards with the creation of value for shareholders; and
complies with applicable legal requirements and appropriate standards of governance.
Executive remuneration is reviewed annually having regard to individual and business performance (compared against agreed financial
and non-financial performance measures set at the start of the year), relevant comparative information and expert advice from both internal
and independent external sources.
Remuneration consists of the following key elements:
•
•
fixed remuneration (which includes base salary, superannuation contributions or equivalents and other allowances such as motor
vehicle and health insurance); and
variable annual reward (related to the Company’s and/or individual performance dictated by benchmark criteria).
The operational targets for the Executive Directors and senior executives consist of a number of key performance indicators including safety,
production, operating expenditure, return on shareholders’ funds, enhancing corporate credibility and creation of value for shareholders.
At the end of the calendar year the Board assesses the actual performance of the consolidated entity and an individual against the key
performance indicators previously set. Any cash incentives (including bonuses) and/or options granted require Board approval. Options
proposed to be granted to any Directors also require shareholder approval. The entry into hedging arrangements in respect of any unvested
incentive securities is not permitted.
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Remuneration levels are competitively set to attract and retain appropriately qualified and experienced Directors. The Board seeks
independent advice on the appropriateness of remuneration packages, given trends in comparative companies both locally and
internationally. Remuneration packages include fixed remuneration with bonuses or equity based remuneration entirely at the discretion
of the Board based on the performance of the OMH Group.
As OMH is incorporated in Bermuda, it is not required to disclose the nature and amount of remuneration for each Director. However, in
the interests of good corporate governance, the following table provides the remuneration details of all Directors of the Company (and the
nature and amount of their remuneration) for the year ended 31 December 2019.
Director
Low Ngee Tong(i)
Zainul Abidin Rasheed(ii)
Julie Wolseley(iii)
Tan Peng Chin(iv)
Thomas Teo(v)
Peter Church OAM(vi)
Base
Remuneration
A$’000
1,265
-
-
-
-
-
1,265
Primary
Directors
Fees
A$’000
-
130
120
120
120
120
610
Post Employment
Performance
Bonus
Defined
Contributions
A$’000
982
-
-
-
-
-
982
A$’000
8
-
-
-
-
-
8
Total
A$’000
2,255
130
120
120
120
120
2,865
(i)
Mr Low Ngee Tong has been the Executive Chairman since October 2008 (and was appointed as Chief Executive Officer following the resignation of the Chief Executive
Officer at that time).
(ii)
(iii)
(iv)
(v)
(vi)
Mr Zainul Abidin Rasheed was first appointed as a Director on 3 October 2011.
Ms Julie Wolseley was first appointed as a Director on 24 February 2005.
Mr Tan Peng Chin was first appointed as a Director on 14 September 2007.
Mr Thomas Teo Liang Huat was first appointed as a Director on 17 July 2008.
Mr Peter Church was first appointed as a Director on 12 December 2011.
The Non-Executive Directors do not earn additional fees for undertaking their respective duties on the Audit Committee and Remuneration Committee.
9.
RECOGNISE THE LEGITIMATE INTERESTS OF STAKEHOLDERS
The Company has introduced a formal Privacy Policy. The Company is committed to respecting the privacy of stakeholders’ personal
information. This Privacy Policy sets out the Company’s personal information management practices and covers the application of privacy
laws, personal information collection, the use and disclosure of personal information, accessing and updating stakeholders’ information
and the security of stakeholders’ information.
Other than the introduction of a formal Privacy Policy, the Board has not adopted any other additional formal codes of conduct to guide
compliance with legal and other obligations to legitimate stakeholders, as it considers, in the context of the size and nature of the Company,
that it would not improve the present modus operandi.
As at 31 December 2019, the Company complied in all material respects with each of the Corporate Governance Principles and the
corresponding Recommendations as published by the ASX Corporate Governance Council except as noted below:
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As the Company’s activities increase in size, scope and/or nature, the Company’s corporate governance principles will continue to be
reviewed by the Board and amended as appropriate.
Recommendation
Reference
Notification of
Departure
Explanation for Departure
Disclose the
measurable
objectives for
achieving gender
diversity
A separate
Nomination
Committee should
be established
The chair should
be an independent
director and
should not be
the same person
as the Chief
Executive Officer
A listed entity
should have a
program for
inducting new
directors
The Diversity Policy outlines the strategies and process according to which the Board will
set measurable objectives to achieve the aims of its Diversity Policy, with particular focus on
gender diversity within the Company and representation from indigenous communities. The
Board did not set measurable gender diversity objectives for the past financial year because
the Board considered the application of a measurable gender diversity objective requiring
a specified proportion of women on the Board and in senior executive roles would, given
the relative size of the Company and the Board, unduly limit the Company from applying
the Diversity Policy as a whole and the Company’s policy of appointing based on skills
and merit. The Board is committed to appointing the best person into any position. The
Company also builds strong relationships with its Indigenous communities and has training
and employment programs in place to encourage greater participation in the Company’s
workforce. The Board is responsible for monitoring Company performance in meeting the
Diversity Policy requirements, including the achievement of diversity objectives. The Board
may establish appropriate measurable objectives and to report progress against them in
future Annual Reports.
The Board considers that the Company currently cannot justify the formation of a
nomination committee. The Board as a whole undertakes the process of reviewing the
skill base and experience of existing Directors to enable identification of the attributes
required in new Directors. Where appropriate, independent consultants are engaged to
identify possible new candidates for the Board. The Board ensures that prior to appointing
a director or recommending a new candidate for election as a director that appropriate
checks are undertaken as to the persons character, experience, education, criminal record
and bankruptcy history.
The Company’s current Executive Chairman and Chief Executive Officer, Mr Low, is not
considered by the Board to be independent in the light of the factors outlined in Box 2.5 of
the ASX Corporate Governance Council’s Principles and Recommendations which indicate
when a director may not be considered to be an independent director. Refer Section 1.2 of
the Corporate Governance Statement. However the Board considers that Mr Low’s position
as both Executive Chairman and CEO is appropriate given his world-wide experience
and specialised understanding of the global manganese industry. Furthermore, the
Board believes that Mr Low has the range of skills, knowledge, and experience necessary
to effectively govern the Company and to understand the economic sectors in which
the Company operates. In addition, it should be noted that Mr Low is a substantial and
longstanding shareholder of the Company and, as such, is able to clearly identify with
the interests of shareholders as a whole. Mr Low was instrumental in the formation of
the Company and has for over 20 years overseen its rapid growth and success. The dual
role of Mr Low is balanced by the Deputy Chairman Mr Zainul Abidin Rasheed who is an
independent Non-Executive Director. In this role Mr Zainul chairs the discussions of the
Non-Executive Directors. The Board believes that there are sufficient internal controls in
place to ensure adequate accountability, transparency and effective oversight by the Board
such that an appropriate balance of power and authority is exercisable by the Board for
objective decision-making in the best interests of the OMH Group. Accordingly Mr Low is
the best person to undertake the Executive Chairman role and the Board does not believe it
is necessary at this stage to appoint an independent chair of the Board.
The Company does not consider it necessary, in the light of the size of the Board and the
relatively low turn-over of Directors, to have a separate formal induction program for
new Directors. All new Directors are given sufficient support from the Board in order to
familiarise themselves with the Company and its governance protocols as well as being
adequately briefed about the OMH Group’s activities, strategies and actual and budgeted
financial positions. All new Directors are appointed through a written agreement with the
Company that sets out all their duties, rights and responsibilities. New Directors are also
provided with the Board Meeting schedule and have the opportunity to visit the operations
each year on a rotational basis as part of the familiarisation process.
1.5
2.1
2.5
2.6
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OM Holdings Limited | Annual Report 2019 CORPORATE GOVERNANCE
The board of a listed entity should have a committee or committees to oversee risk.
Rather than separately constituting an additional committee of the Board, the entire Board
has delegated oversight of the risk and internal control policy, including review of the
effectiveness of OMH’s internal control framework and risk management process, to the
key executive management team in conjunction with the Board. The Board considers this
structure to be the most effective means of (i) managing the various risks that are relevant
to the OMH Group and (ii) monitoring the OMH Group’s compliance with the Risk and
Internal Control policy. In addition from a Board perspective the following processes occur
to oversee the entity’s risk management framework:
•
•
‘Risk’ is a standing agenda item at each monthly Board meeting; and
Prior to the approval of the Company’s statutory financial statements, the Audit
Committee has the opportunity to meet with the Company’s auditors as appropriate.
The Company is committed to the identification, monitoring and management of material
business risks of its activities via its risk management framework which includes health and
safety, environmental governance, community, operational risk management, business risk
management and legal and regulatory compliance.
The Company does not currently have an equity-based remuneration scheme in operation
and this recommendation is therefore not applicable.
7.1
8.3
The board of
a listed entity
should have a
committee or
committees to
oversee risk.
A listed entity
which has an
equity-based
remuneration
scheme should:
(a) have a policy
on whether
participants are
permitted to enter
into transactions
(whether
through the use
of derivatives
or otherwise)
which limit the
economic risk of
participating in
the scheme; and
(b) disclose
that policy or a
summary of it.
Approved by the Board 6 April 2020.
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OM Holdings Limited | Annual Report 2019 ASX ADDITIONAL INFORMATION
1.
A.
SHAREHOLDER INFORMATION
Distribution of Equity Securities
Distribution schedule and number of holders of equity securities as at 1 April 2020
Distribution
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
More than 100,000
TOTAL
Fully Paid Ordinary Shares
(OMH)
Convertible Notes
exercisable at A$0.80 each
by 6 March 2020
322
336
169
313
98
1,238
-
-
-
-
1
1
There were 387 holders holding less than a marketable parcel of ordinary shares.
B.
Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Shareholder Name
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HANWA CO LTD
BNP PARIBAS NOMS PTY LTD
MS JULIE ANNE WOLSELEY
MR HAMID MAHDAVI ARDABILI
DBS VICKERS SECURITIES (SINGAPORE) PTE LTD
STRATFORD SUN LIMITED
MS HENG SIOW KWEE
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMINEES PTY LTD
NATIONAL NOMINEES LIMITED
RHB SECURITIES SINGAPORE PTE LTD
CHAO FAN HUANG
ZERO NOMINEES PTY LTD
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
MR KEITH WILLIAM SHEPPARD
Listed Ordinary Shares
Number
Percentage Quoted
280,444,487
212,152,876
71,828,594
40,931,075
32,500,000
14,441,053
5,562,002
4,995,000
4,884,432
4,750,000
4,680,000
3,615,503
3,351,578
3,346,747
3,013,833
2,499,300
1,686,291
1,573,858
1,442,995
1,402,500
37.97%
28.72%
9.72%
5.54%
4.40%
1.96%
0.75%
0.68%
0.66%
0.64%
0.63%
0.49%
0.45%
0.45%
0.41%
0.34%
0.23%
0.21%
0.20%
0.19%
TOTAL HELD BY 20 LARGEST SHAREHOLDERS
699,062,124
94.64%
OTHERS
TOTAL
39,561,213
5.36%
738,623,337
100.00%
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OM Holdings Limited | Annual Report 2019 ASX ADDITIONAL INFORMATION
C.
Substantial Shareholders
An extract of the Company’s Register of Substantial Shareholders (who hold 5% or more of the issued capital) is set out below.
Shareholder Name
Huang Gang
Marc Chan, Amplewood Resources Ltd
Low Ngee Tong
Heng Siow Kwee and Dino Company Limited
D.
Unquoted Securities
The number of unquoted securities on issue as at 1 April 2020:
Listed Ordinary Shares
Number of Shares Percentage Quoted
103,618,830
100,260,653
68,110,631
65,951,769
14.03%
13.57%
9.22%
8.93%
Security
Convertible notes convertible at 80 cents, on or before 6 March 2021
Number on Issue
12,500,000
Names of persons holding more than 20% of a given class of unquoted securities (other than employee options) as at 1 April 2020
Security
Name
Number of Securities
Convertible notes convertible at 80 cents, on or before 6 March 2021
Hanwa Co Ltd
12,500,000
E.
Restricted Securities
There were no restricted securities on issue as at 1 April 2020.
F.
Voting Rights
Subject to the Bye-laws of the Company and to any rights or restrictions attaching to any class of shares, every member is entitled to
be present at a meeting in person, by proxy, representative or attorney. In accordance with the Company’s Bye-laws, voting rights
in respect of ordinary shares are on a show of hands whereby each member present in person or by proxy or representative shall
have one vote and upon a poll each member present in person or by proxy or representative shall have one vote for every share held.
2.
TAXATION
The Company was incorporated in Bermuda and is not taxed as a company in Australia.
3. ON-MARKET BUY-BACK
The Company is not currently undertaking an on-market buy-back.
117
OM Holdings Limited | Annual Report 2019 ASX ADDITIONAL INFORMATION
4.
INVESTOR INFORMATION
(a)
Stock Exchange Listing
OM Holdings Limited shares are listed on the Australia Securities Exchange (ASX).
The Company’s ASX code is OMH.
(b)
Company Information Contact
For further information about OM Holdings Limited please contact the Singapore head office:
OM Holdings Limited
#09 – 03A Singapore Post Centre
10 Eunos Road 8
Singapore 408600
Telephone:
Facsimile:
Email:
Website:
(65) 6346 5515
(65) 6342 2242
om@ommaterials.com
www.omholdingsltd.com
(c)
Share Registry Enquiries
Shareholders who require information about their shareholdings, dividend payments, notification of tax file numbers,
changes of name, address or bank account details or related administrative matters should contact the Company’s share
registry:
Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace
PERTH WA 6000
Postal Address:
GPO Box D182
PERTH WA 6840
Telephone:
Telephone:
Facsimile:
Website:
Email:
(within Australia) 1300 850 505
(outside Australia) (61) 3 9415 4000
(61) 3 9473 2500
www.computershare.com
web.queries@computershare.com.au
Each enquiry should refer to the shareholder number which is shown on the issuer sponsored holding statements and
dividend statements.
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