Annual
Report 2023
FOR THE YEAR ENDED 31 MARCH
U3O8 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Contents
02
03
Strategic report
Governance
Salient features
Chairman’s statement
4
5 What we do
7
9 Our strategy
23 Environmental, social
and governance
25 CEO’s statement
27 CFO’s review
30 Risk management
37 Viability
38 Corporate governance report
39 Board of directors
50 Report of the Audit Committee
52 Directors’ remuneration report
60 Directors’ report
62 Directors’ responsibility
statement
Independent auditor’s report
63
04
Financial statements
68 Financial statements
89 Corporate information
01
At a glance
2
3
Yellow Cake at a glance
Investment case
YELLOW CAKE ANNUAL REPORT 2023 1
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Yellow Cake
at a glance
Yellow Cake plc (the “Company”) is a London-quoted company that provides
investors with direct exposure to the uranium market through our physical
holding of uranium oxide concentrate (U3O8). The holding creates an
opportunity to profit from an anticipated rise in the uranium price arising
from the short- and medium-term supply and demand asymmetry.
Yellow Cake holdings and U3O8 price
USD/lb
U3O8 price
Yellow Cake U3O8 holdings
Average acquisition cost USD31.11/lb
70
60
50
40
30
20
10
0
May-18
Aug-18
Nov-18
Feb-19
May-19
Aug-19
Nov-19
Feb-20
May-20
Aug-20
Nov-20
Feb-21
May-21
Aug-21
Nov-21
Feb-22
May-22
Aug-22
Nov-22
Feb-23
n Nuclear power is forecast to grow strongly to 2050 to meet
the world’s growing energy needs and net zero carbon emission
commitments, particularly in developing markets. The Russian
invasion of Ukraine in February 2022 not only highlighted the
concentrated nature of nuclear fuel supply but also increased the
focus on national energy security and accelerated the shift away
from fossil fuels. Many countries have reassessed nuclear energy
as a safe, secure, reliable and affordable source of electricity.
n As at 31 March 2023, Yellow Cake held 18.8 million lb of
U3O8, equivalent to 14.6% of 2022 global uranium production1.
The Company’s long-term Framework Agreement with
Kazatomprom, the world’s largest global uranium producer2,
enables Yellow Cake plc to access up to USD100 million of
uranium annually from Kazatomprom at the prevailing spot price
until 2027.
1 UxC Weekly, 2022 U3O8 Production Review, 15/05/23.
2 World Nuclear Association, Uranium and Nuclear Power in Kazakhstan (December 2022).
YELLOW CAKE ANNUAL REPORT 2023 2
U3O8 (mlb)
30
25
20
15
10
5
0
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Investment
case
Pure exposure to
uranium – Provides
liquid exposure to the
uranium spot price,
with no exploration,
development or
operating risk.
Buy and hold strategy
– Yellow Cake
purchases uranium and
holds it for the long-
term in a market with
a significant supply/
demand disjuncture.
Access to volume, at
spot – The long-term
Framework Agreement
with Kazatomprom
provides access to
USD100 million a year
of U3O8 at the prevailing
spot price.
Storage in safe
jurisdictions – Uranium
holdings are stored in
Canada and France.
Low-cost exposure
– Yellow Cake’s
structure and
outsourced operating
model minimise
operating costs
(<1% of NAV).
Strong board
and management – The
Board is committed to
good governance and
high ethical standards,
and plays an active
oversight role.
YELLOW CAKE ANNUAL REPORT 2023 3
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Holding of 18.81 million lb of U3O8 as at 18 July 2023
(not including 1.35 million lb of U3O8 to be received in September 2023)
acquired at an average cost of USD31.11/lb3.
Salient
features
Continued
improvement in the
outlook for U3O8
despite a decrease
in the spot price of 12.5%
from USD57.90/lb as at
31 March 2022 to
USD50.65/lb as at
31 March 2023.4
Net asset value of
USD1,035.3 million
(GBP4.23 per share)5
as at 31 March 2023
(2022: USD1,069.0 million (GBP4.42 per share)).
Raised gross proceeds of
USD74.3 million
(GBP61.8 million)
during the financial year through
a share placing in February 2023
and applied the proceeds to acquire
additional U3O8 to be received post
year-end.
Loss after tax of
USD102.9 million
for the year ended 31 March 2023
(2022: profit after tax of USD417.3
million) primarily due to a 12.5%
reduction in the spot price and leading
to a USD96.9 million decrease in the
fair value of the Company’s uranium
holdings (2022: USD433.3 million gain).
Applied the raise proceeds to exercise the
2022 Kazatomprom option to acquire a further
1.35 million lbs of U3O8. This additional uranium is
expected to be received by 30 September 2023.
On receipt, Yellow Cake’s total holding of
20.2 million lbs will represent approximately 15%
of 2022 global uranium production1.
INCREASE OF
4%
in the value of the Company’s
holding of U3O8 during
the financial year to
USD952.5 million
as at 31 March 2023, as a result
of a net increase in the volume of
uranium held from 15.83 million
lb of U3O8 to 18.81 million lb of
U3O8, offset by the depreciation in
the uranium price.
CONCLUDED A
USD3 million
share buyback
programme,
repurchasing 566,833 shares between
4 April and 6 May 2022 (now held
in treasury) at a volume weighted
average price of GBP4.15 per share
(USD5.27 per share) and a volume
weighted average discount to net
asset value of 10.4%, effectively
acquiring exposure to uranium at a
discount to the commodity spot price.
3 Average cost calculated based on a first-in, first-out methodology.
4 Based on the daily spot price of USD57.90/lb published by UxC LLC on 31 March 2022 and the daily spot price of USD50.65/lb published by UxC LLC on 31 March 2023.
5 Net asset value per share as at 31 March 2023 is calculated assuming 202,740,730 ordinary shares in issue less 4,636,331 shares held in treasury, the Bank of England’s daily USD/GBP exchange rate of 1.2364 as at 31 March 2023
and the daily spot price published by UxC LLC on 31 March 2023.
YELLOW CAKE ANNUAL REPORT 2023 4
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
What
we do
Yellow Cake plc
(“Yellow Cake” or “the Company”)
is a London-quoted company on
AIM, headquartered
and incorporated in Jersey,
established in 2018.
Acquires U3O8
from
producers
and the spot
market
Stores U3O8 at
licenced facilities in
Canada and France
Long-term framework
agreement with Kazatomprom
to acquire USD100 million
of U3O8 a year to 2027
Opportunities
to realise value
from uranium
ownership
Strong corporate
governance and
experienced
management
Low-cost
outsourced
business model
YELLOW CAKE ANNUAL REPORT 2023 5
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
What we do | continued
Yellow Cake aims to maximise investor exposure to the uranium price, ensure
high standards of corporate governance and minimise costs through an
outsourced business model that provides cost-effective access to uranium
supply, intellectual capital, expertise and storage facilities. This model is built on
key strategic and contractual relationships with industry players.
Acquires U3O8
The Company acquires uranium
from Kazatomprom, the world’s largest
uranium producer2, as well as from other
producers or the spot market.
Yellow Cake’s Framework Agreement with
Kazatomprom is a significant strategic
asset that gives the Company the right to
purchase up to USD100 million of U3O8
each year to 2027 at a price agreed prior
to announcing the purchase to the market.
This ensures that the price is not disturbed
by market anticipation of a significant
uranium purchase.
YELLOW CAKE ANNUAL REPORT 2023 6
Cost-efficient business model
The Company’s low-cost outsourced
business model provides access to
corporate functions and industry expertise
while minimising cost leakage.
Yellow Cake’s services contract with 308
Services Limited, a uranium specialist
company focused on the uranium
commodity markets, provides significant
expertise and market knowledge. 308
Services Limited also supports the
Company in procurement and other
uranium transactions.
The Company explores and enters into
transactions where beneficial commercial
opportunities arise from uranium
ownership. These include uranium-based
financial initiatives such as commodity
location swaps, streaming and royalties.
Holds U3O8
18.81 million lb of U3O8 held as at
31 March 2023. Almost all of this is stored
at licenced conversion facilities at Cameco’s
Port Hope/Blind River facility in Ontario,
Canada, with a small amount stored at
Orano Cycle’s Malvési/Tricastin storage
facility in France.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Chairman’s
statement
The Lord
St John
of Bletsoo
“Future demand for uranium continues to increase while supply remains
heavily constrained, making for a compelling investment case.”
Yellow Cake was established in 2018 to provide investors
with an opportunity to realise value from long-term exposure
to the uranium spot price in a low-risk, low-cost, liquid and
publicly-quoted vehicle. The supply demand characteristics
that drove the steady rise in the uranium price since
then remain as relevant today and continue to make for a
compelling investment case.
Nuclear power is now widely accepted as having a key role
in the path to global decarbonisation due to its low carbon
lifecycle emissions, reliable baseload profile and good fit with
renewable energy sources. In the past year, Russia’s invasion
of Ukraine not only highlighted the need for greater energy
security, but also accelerated the shift away from fossil fuels,
further strengthening the underlying fundamentals for
nuclear energy.
As a result, the past year saw an acceleration of new build
intentions, particularly from China, and a broader appreciation
of the value of existing nuclear fleet infrastructure, with life
extensions in the US and Europe, as well as further restarts
in Japan.
At the same time as future demand continues to increase,
supply remains heavily constrained due to years of
underinvestment, supply chain challenges and cost inflation.
The world is already consuming more uranium than it
produces and the previous overhang from global stockpiles
has significantly eroded.
A more recent emerging theme is the shift by Western utilities
to diversify nuclear fuel sources to reduce dependence on
Russia and support non-Russian capacity. These new long-term
contracts at higher price levels are necessary to support
increased production and project expansions throughout the
nuclear fuel cycle, presenting another strong rationale for the
long-term holding of uranium.
Realising value for investors
Yellow Cake actively pursues strategies to support positive
returns for investors. The Company’s long-term partnership
with Kazatomprom is a key strategic advantage that provides
access to material volumes of uranium at the prevailing market
price and is particularly important as we transition to an
undersupplied market.
When the shares trade above net asset value, we have an
opportunity to raise capital to invest in additional uranium.
In February 2023, Yellow Cake took advantage of a market
opportunity, placing 15 million new ordinary shares in an
upsized placing with existing and new institutional investors.
We were delighted with the strong response to our placing,
which supports our view that this remains a compelling time to
invest in uranium.
The proceeds were used to acquire a further 1.35 million lbs
of U3O8, which is expected to be received in September 2023.
On receipt, our total holding of 20.2 million lbs will represent
approximately 15% of 2022 global production.
Yellow Cake continues to explore opportunities to increase
accessibility of shares to global investors. During the year,
the shares commenced trading on the OTCQX Best Market,
the highest tier of the US over-the-counter market.
Yellow Cake’s Board of Directors (“the Board”) reserves the
right to declare a dividend, as and when deemed appropriate,
however, the Company does not currently expect to declare
dividends on a regular or fixed basis. The Board is not
declaring a dividend for this financial year.
Yellow Cake is
well positioned
to drive long-
term shareholder
value
YELLOW CAKE ANNUAL REPORT 2023 7
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Appreciation
I would like to express my gratitude to my fellow Directors
for their unwavering support and invaluable contributions
throughout the year. On behalf of the Board, I thank our
shareholders and investors for their significant interest in the
Company.
Yellow Cake is well positioned to continue to drive shareholder
value for the long term. We remain very excited about
the outlook for uranium and confident in our strategy and
investment case.
The Lord St John of Bletso
Chairman
Chairman’s statement | continued
Yellow Cake is committed to good
governance, high ethical standards and
responsible ESG practices
The Board of Directors acknowledges that Yellow Cake’s
ability to create long-term value depends on the Company’s
ability to responsibly manage its environmental, social and
governance impacts and performance. We welcome the
increased global attention on climate change and mitigating
the effects of global warming.
To the degree appropriate to the size and nature of Yellow
Cake’s business, the Company applies the principles and
provisions of the UK Corporate Governance Code 2018
(the “Code”).
We are committed to good governance and high ethical
standards, and have zero-tolerance for bribery, corruption
and unethical practices. Policies and measures are in place
to prevent bribery, modern slavery, inducements and
money laundering, and to ensure compliance with economic
sanctions. These include a whistleblowing policy.
The operational and performance requirements for
employees, directors, business partners, contractors and
advisers are established in the Code of Conduct, which also
promotes the Company’s key values of dignity, diversity,
business integrity, compliance and accountability.
Ensuring effective oversight
Effective governance and oversight are supported by the
small scale and simplicity of the organisation, which also
facilitate good communication. Regular review and update
of compliance policies ensure continued alignment with the
latest developments in corporate governance requirements
and guidelines.
YELLOW CAKE ANNUAL REPORT 2023 8
The Board plays an active role in overseeing the Company’s
activities and met eight times during the year to 31 March
2023. Meetings were also held by the Audit, Remuneration
and Nomination Committees during the period to discharge
their duties as set out in their terms of reference.
Emily Manning resigned as a Non-Executive Director in
November 2022 and was replaced on the Board by Claire
Brazenall. We thank Ms Manning for her contribution to the
Company during her time on the Board.
While the Company’s direct social and environmental
impacts are minimal, we conduct appropriate due diligence
on suppliers and business partners to ensure that they share
our commitment to responsible business practices. We
commission an annual external and independent assessment
of our ESG practices and those of our primary suppliers. An
overview of the assessment and its conclusions is available on
pages 23 and 24.
Stakeholder engagement
The Company proactively facilitates opportunities for
dialogue with stakeholders in recognition of the importance
of regular engagement. Feedback from these engagements
is regularly communicated to the Board and informs its
deliberations.
Day-to-day queries raised by stakeholders are addressed
by the Executive Directors and the chairs of the Board
Committees seek engagement with shareholders on
significant matters related to their areas of responsibility
when required. The Chairman is available to the Company’s
major shareholders to discuss governance, strategy and
performance. More information on engagements with
stakeholders is available in the Corporate Governance Report
on pages 46 and 47.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Our
strategy
Yellow Cake buys and holds physical U3O8 to provide investors with liquid exposure
to the uranium price. When the Company’s shares trade above net asset value, we
may seek to raise capital to invest in additional uranium. Where the shares trade at
a significant discount to net asset value and we have surplus cash on hand, we may
buy back shares to increase shareholders’ exposure to uranium at a discount to the
commodity spot price.
At listing in July 2018, the uranium market price had traded sideways for an extended period around the USD20/lb mark, which did not
reflect the supply-demand fundamentals at the time. Since then, the sentiment towards nuclear energy has improved in the context of
net zero carbon commitments, concerns around concentration of supply and an increased focus on energy security following Russia’s
invasion of Ukraine. The U3O8 price has started to respond positively as the supply/demand imbalance has become more widely
recognised.
The table below summarises the key demand and supply side drivers. The section that follows discusses the basics of the front end of the nuclear fuel value chain and the uranium market, and provides
more information on the longer-term trends that suggest further upside to the uranium price.
Demand side drivers
+ Long-term growth in global energy demand
+ Strong growth forecast for nuclear in the large developing economies in Asia
+ Low carbon emission energy source supporting 2050/2060 country emission targets
Increased focus on energy security in light of geopolitical developments driving a
+
rethink in energy policies previously moving away from nuclear
+ Delivers reliable and predictable electricity to complement renewable sources
+ Advances in small modular reactor (“SMR”) design reduce facility costs and footprint
+
+ Contracting by nuclear power utilities for future uranium purchases has started to
Increased activity in the spot market from financial intermediaries
increase from historically low levels
+ Overhang of secondary supply has largely eroded
—— Resistance regarding perceived potential environmental and safety impacts
Supply side-constraints
—— Concentrated resources (three countries produce 69% of the world’s annual
uranium) increase the risk of supply disruptions due to geopolitical events or other
developments (e.g. COVID-19, Kazakhstan unrest, Russia/Ukraine)
—— Significant historical resources reached end of life in 2021 (Ranger and Akouta)
—— Exploration and development of new resources has been uneconomic during an
extended period of depressed uranium prices
—— Cost inflation, supply chain disruptions for essential inputs and industry skills
shortages are increasing the cost of restarting idled capacity and developing new
resources
—— Producers continue to show discipline at current prices
YELLOW CAKE ANNUAL REPORT 2023 9
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Uranium resources and consumers
Canada
15%
Sweden
Finland
Kazakhstan
43%
Russia
United
Kingdom
Netherlands
Belarus
Belgium
Germany
Czechia
Slovakia
Hungary
Ukraine
Rest of the world
15%
France
Spain
United States
Mexico
Switzerland
Slovenia
Romania
Bulgaria
Uzbekistan
7%
Amenia
Iran
Pakistan
United Arab
Emirates
India
China
Japan
South Korea
Taiwan
Brazil
Namibia
11%
Australia
9%
Argentina
South Africa
6 World Nuclear Association/ World Nuclear Power Reactors & Uranium Requirements (May 2023).
YELLOW CAKE ANNUAL REPORT 2023 10
Uranium consumption6
Uranium production (2022)1
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
The nuclear fuel value chain
The front end of the nuclear fuel cycle is a complex process in which uranium can take up to 18 months to travel from mine to reactor7. While there are nuclear reactors in 32 countries around the
world6, the majority of uranium production, conversion, enrichment and fabrication take place in relatively few places.
Mining
Conversion
Enrichment
Fuel Fabrication
Power generation
Uranium is mined using in-situ
leaching, open pit and
underground mining.
Uranium ore is processed to
produce uranium oxide
concentrate U3O8.
Conversion plants convert
physical U3O8 from powder form
into natural uranium hexafluoride
gas (UF6).
Gaseous uranium (UF6) is
enriched, raising the
uranium-235 isotope from the
natural level of 0.7% to the range
of 3.5% to 5% required for use in
nuclear reactors.
Enriched UF6 is converted to
uranium dioxide powder which is
fabricated into fuel rods and then
fuel rod bundles. Fuel bundles are
placed into nuclear reactors
owned by utility companies.
Heat from nuclear fission
produces steam that drives
turbines to generate electricity.
Uranium enrichment is a sensitive technology from a nuclear non-proliferation standpoint and is tightly controlled. Almost all of the world’s conversion and enrichment capacity is concentrated in
China, France, Canada, Russia, the United Kingdom and the United States8.
Typically, nuclear power utilities refuel on average around every 18 months9. They hold uranium inventories as working inventory (being enriched, or fabricated into fuel) or strategic inventory
(forward requirements held in the event of supply disruption). Utilities generally seek to secure most of their uranium requirements directly with producers, converters and enrichers (two to three
years in advance and for at least five years of deliveries ). Typically around 80% to 85% of utilities’ uranium requirements are secured through these long-term contracts, although recently these
contracting levels have been significantly lower (see page 18). The balance of their uranium requirements is purchased in the spot market (defined as delivery within a year) which generally trades at
a discount to the term contract prices.
The time it takes for uranium to reach a reactor, the extended refuelling cycle and stockpiles held at utilities contribute to the lag before short-term supply shocks reflect in the spot price.
7 OECD-NEA, The Economics of the Nuclear Fuel Cycle (1994).
8 World Nuclear Association/ World Nuclear Power Reactors & Uranium Requirements (May 2023).
9 World Nuclear Association, Nuclear Fuel Cycle Overview (updated April 2021).
YELLOW CAKE ANNUAL REPORT 2023 11
Our strategy | continued
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Our strategy | continued
The Uranium Market
Miners
Production of 129 mlb uranium oxide (U3O8) in 20221
Producers bought 3.8 mlb from the 2022 spot market10
Secondary supplies
Spot Market
60.8 mlb of U3O8 traded on the spot market in 202210
Traders and financial buyers
Utilities
Global
1. Utilities 2022 reactor requirements 162.5 mlb of U3O8
2. Total 2022 spot purchases by nuclear utilities (global) – 8.1 mlb
(13% of total spot market volume of 60.8 mlb)10
6
Uranium deliveries to US and EU Utilities (data from CY2021)
1. Total US/EU uranium deliveries (spot/term) for 2021 – 77.8 mlb11, 12
2. Uranium delivered under long-term/multi-year purchase agreements
– 67.6 mlb (87%)11, 12
10 UxC Weekly “2022 Uranium Spot Market Review”, 30/01/23.
11 Euratom Supply Agency Annual Report (August 2022).
12 US Energy Information Administration 2021 Uranium Marketing Annual Report (May 2022).
YELLOW CAKE ANNUAL REPORT 2023 12
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Our strategy | continued
Nuclear energy remains a key and growing element of global energy
supply on the path to net zero
Uranium is primarily used to produce electricity in nuclear power plants. The US has 24% of
the world’s operable reactors and is the largest user of uranium, accounting for 28% of global
uranium demand6.
The world’s energy use is forecast to grow by nearly 50% from 2020 to 2050, with most of
the increase driven by economic and population growth in developing markets, primarily India
and China13. The energy sector accounts for around three-quarters of current greenhouse gas
emissions and this growth will need to be primarily driven by low-carbon energy sources to
achieve net-zero emissions by 205014.
Nuclear power is an efficient, secure and very low-carbon source of energy, and its reliability and
predictability make it an excellent complement to renewable energy that supports grid stability.
The International Energy Agency scenarios forecast that nuclear energy, as one of the largest
current sources of low-carbon electricity, will have an integral role to play in the global response
to climate change. Nuclear power generation is forecast to more than double to 870 GWe by
2050 in the Net Zero Emissions Scenario, an increase of 80 GWe above their 2021 forecast15.
The spike in energy prices following Russia’s invasion of Ukraine had a significant negative
impact on the global economy and increased the focus on energy security. The need to reduce
reliance on imported fossil fuels emphasised the value of a diverse mix of non-fossil and domestic
energy sources, leading to a reassessment of nuclear energy16 as a reliable supply of secure and
affordable energy. The IEA Nuclear Power and Secure Energy Transitions report highlighted
the increase in nuclear power plants following the 1973 oil shock, when construction started
on almost 170 GW of nuclear power plants. Those plants represent 40% of the current global
nuclear power fleet and compare to the mere 56 GW of nuclear additions in the last decade. It
concluded that “with policy support and tight cost controls, the current energy crisis could lead
to a similar revival for nuclear power”.
Uranium demand
CO2 equivalent emissions (per GWh)
27
7
9
USA
China
France
13
Russia
South Korea
Rest of world
28
15
900
800
700
600
500
400
300
200
100
0
820
720
490
78-230
3
4
5
34
Nuclear Wind
Solar
Hydro-
power
Biomass* Natural
Oil
Coal
gas
* Range of emissions from biomass depend on material being combusted.
Source: World Nuclear Association
Source: Our world in data, Safest sources of energy, 2020
Global nuclear energy demand scenarios (GW)
1 000
800
600
400
200
0
13 US Energy Information Administration International Energy Outlook 2022.
14 Net Zero by 2050, IEA (October 2021).
15 International Energy Agency World Energy Outlook 2022.
16 International Energy Agency Nuclear Power and Secure Energy Transitions.
YELLOW CAKE ANNUAL REPORT 2023 13
Stated Policies Scenario
Announced Pledges Scenario
Zero Net Emissions
Source: IEA World Outlook 2022
2010
2021
2030
2040
2050
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Short-term growth in nuclear energy will also be supported by uprates to increase the capacity
of existing nuclear reactors and extending operating licences beyond the initially planned lives of
various facilities.
Small modular reactors (“SMRs”) and other advanced reactor designs show great promise for
speeding up the rollout of nuclear energy. SMRs are less technically challenging to construct,
quicker to build, easier to fund and could be sited on existing approved nuclear power or
decommissioned fossil fuel facilities due to their relatively small size. These next generation
reactors are moving towards full-scale demonstration and have scalable designs and lower
upfront costs. They also provide improved flexibility in operation and offer the potential to
provide outputs in addition to electricity, such as hydrogen and heat. Political and institutional
support has increased significantly with substantial grants in the United States, and support in
Canada, the United Kingdom and France increasing their attractiveness for private investors16.
Commercially viable SMR projects look likely towards the end of the current decade, with the
US, Russia, China and Canada closest to launch.
These trends have contributed to national energy policies shifting to support nuclear (see pages
15 to 18). There are currently 435 reactors operable in 32 countries with a total capacity of
391 GWe that generate approximately 10% of total electricity requirements6. An additional
160 reactors (169 GWe) are already under construction or planned. 53% of the nuclear capacity
currently under construction is in China, India and Russia, and 80% of capacity additions planned
are in those countries. While nuclear energy contributes 20% of Russia’s electricity, India only
derives 3% of its energy from nuclear and China 5%. Reactors are also being built or planned in
many emerging markets including Bangladesh, Belarus, Egypt, Iran, Turkey and the UAE.
Current and future reactors (MWe)
160 000
140 000
120 000
100 000
80 000
60 000
40 000
20 000
0
China
USA
France
Russia
Japan
South
Korea
India
Ukraine
Canada
United
Kingdom
Other
Current Operable
Under Construction
Planned
Source: World Nuclear Association
YELLOW CAKE ANNUAL REPORT 2023 14
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
National energy policy is shifting in favour of nuclear in some of the biggest consumers of uranium
The recent change in sentiment towards nuclear has created a more positive national and regional policy outlook, particularly in the US, across Europe and in China. Recent developments are
highlighted in the graphic below:
United States
United Kingdom
The Inflation Reduction Act of 2022 establishes far-reaching support and subsidies for clean energy, including
nuclear power. These include tax credits on nuclear electricity, investment tax credits for new plants, including
advanced reactor designs, as well as USD700 million for the development/production of High-Assay Low-
Enriched Uranium (“HALEU”) necessary for advanced reactors which is currently solely available from Russian
sources17.
The USD6 billion Civil Nuclear Credit Program was authorised in 2021 to help preserve existing US commercial
nuclear reactors which may be under economic threat and in danger of premature closure18.
An assessment by the US Department of Energy (“DoE”) concluded that 157 retired coal plant sites and a
further 237 operating coal plant sites could be potential candidates for a coal-to-nuclear transition. 80% of the
coal sites were found to be appropriate to host advanced reactors smaller than 1.0 GWe19.
Since 2020, the DoE has supported research and development in advanced nuclear technologies through the
Advanced Reactor Demonstration Program that offered funds, initially USD160 million, for the construction of
advanced reactors that could be operational within seven years20.
In March 2023, the DoE released the “Pathways to Commercial Liftoff” report, which sets out a preliminary
roadmap for the commercialisation of clean energy technologies including nuclear power. It concludes that
cumulative investment must increase from approximately USD40 billion to USD300 billion by 2030 across
technologies with continued acceleration until 2050. The implementation plan envisions an additional 200 GWe
of advanced nuclear power by 2050 which would include current nuclear technology and Gen IV reactors
utilising novel fuels such as high assay-low-enriched uranium, small modular reactors and microreactors21.
In 2022, government approved a new nuclear power plant to be built in Suffolk and
pledged GBP700 million to the project22. The national energy strategy policy paper
released in April 2022 outlines the nation’s plans for enhanced energy security,
with nuclear providing up to 25% of the country’s electricity by 2050 from up to
24 GWe of nuclear generating capacity. Great British Nuclear was established to
oversee its ambitious commercial nuclear power goals and support nuclear projects
“through every stage of the development process”.23
In July 2022, the UK launched the Nuclear Fuel Fund, a GBP75 million fund to
promote projects that develop the UK’s domestic nuclear fuel sector, reduce the
need for foreign imports and create the material used in nuclear power stations to
generate electricity – with funding going towards designing and developing new
facilities24.
The Advanced Nuclear Fund set aside up to GBP385 million to invest in the
next generation of nuclear technologies, including up to GBP215 million for
SMRs and up to GB170 million to deliver an Advanced Modular Reactor (“AMR”)
demonstration by the early 2030s. Up to GBP120 million will be set aside in a new
Future Nuclear Enabling Fund to provide targeted support to address barriers to
entry25.
A public opinion poll in the UK found a 25% increase in net support for new nuclear
power since June 202126.
17 H.R. 5376 – Inflation Reduction Act of 2022, 117th Congress (2021–2022).
18 US Department of Energy Civil Nuclear Credit Program, www.energy.gov/gdo/civil-nuclear-credit-program.
19 USDOE; “DOE Report Finds Hundreds of Retiring Coal Plant Sites Could Convert to Nuclear”, 13 September 2022.
20 World Nuclear Association, Small nuclear power reactors.
21 U.S. DOE press release, “DOE Releases New Reports on Pathways to Commercial Liftoff to Accelerate Clean energy Technologies”,21 March 2023.
22 United Kingdom Government Press Release, “UK government takes major steps forward to secure Britain’s energy independence”, 29 November 2022.
23 HM Government, “British Energy Security Strategy”, 7 April 2022.
24 UK Government Press Release, “Government fund to accelerate nuclear fuel supply opens”, 19 July 2022.
25 UK Government Policy Paper: Advanced Nuclear Technologies.
26 World Nuclear News, “Polls find strong support for nuclear in UK and Switzerland”; 10 March 2023.
YELLOW CAKE ANNUAL REPORT 2023 15
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
United Nations
European Union
Group of Seven
The UN Economic Commission for Europe (“UNECE”) study of the
impacts of climate change identifies technology and policy solutions
for the region to attain carbon neutrality by 2050, despite the current
energy and geopolitical crises. Noting that over 80% of the current
primary energy mix in the UNECE is fossil fuel-based, the group calls
for the accelerated phase-out of unabated fossil fuels and the scale-up
of electrification of all sectors with emphasis on renewable energy and
nuclear power. Under the base Carbon Neutrality scenario, nuclear
energy doubles by 2050 (20% of total global electricity generation) while
under the Carbon Neutrality innovation scenario, nuclear power provides
30% of total global electricity generation, of which more than half is
projected to be Small Modular Reactors27.
The EU Parliament voted to include both natural gas and nuclear
power as green investments under the Taxonomy Complementary
Climate Delegated Act (“CDA”). The sustainable finance taxonomy
entered into force on 1 January 202328, although subject to challenge
by certain member states.
In March 2023, the European Commission published the proposed
Net-Zero Industry Act (“NZIA”) as part of the EU’s Green Deal
Industrial Plan. The proposed legislation lists technologies that the
EC believes will make a significant contribution to decarbonisation,
which include advanced technologies to produce energy from nuclear
processes with minimal waste from the fuel cycle, small modular
reactor and related best-in-class fuels29.
At the conclusion of the G7 meeting in June
2022, the Leader’s Communiqué affirmed the
G7’s commitment to phase out dependency
on Russian energy. The communiqué stated
that “those countries that opt to use it reaffirm
the role of nuclear energy in their energy
mix. Those countries recognise its potential
to provide affordable low-carbon energy and
contribute to the security of energy supply
as a source of baseload energy and grid
flexibility30”.
China
France
South Korea
Japan
In 2019, President Xi Jinping announced
China’s commitment to achieving net zero
emissions by 2060, with CO2 emissions
peaking no later than 203031. China is
already the world’s largest producer and
consumer of energy32 and is planning at least
150 new reactors in the next 15 years, more
than the rest of the world has built in the
past 35 years6.
President Macron cancelled the plan to
close 12 reactors by 2035 and requested
the state-owned nuclear operator to
study the feasibility of prolonging reactor
lifespans beyond the statutory 50 years.
The French government stated its support
for the construction of six reactors by 2050
with an option for eight more units pending
further assessment33.
The country’s new administration
added nuclear power to its
taxonomy on sustainable activities,
which is expected to hasten the
restart of construction of two units
which were suspended under the
previous anti-nuclear president34.
Japan adopted an energy strategy which maximises the
utilisation of existing nuclear reactors by implementing
a more comprehensive restart programme as well as
prolonging operating lifetimes of eligible reactors beyond
the current 60-year timeframe. Advanced reactors will
be developed to replace those older units planned for
decommissioning35. Plans to bring seven more reactors back
online by summer 2023 would result in 17 operating nuclear
reactors36.
27 UNECE; “Carbon Neutrality by 2050 is Still Achievable Despite Energy Crisis, According to New UN Report”, 19 September 2022.
28 Bloomberg Green, “EU Lawmakers Remove Last Hurdle to Label Gas, Nuclear as Green”, 6 July 2022.
29 World Nuclear News, “Nuclear “partially” included in EU’s Net-Zero Industry Act”, 16 March 2023.
30 G7 Germany 2022, “G7 Leaders’ Communiqué”, 28 June 2022.
31 www.nytimes.com/2020/09/23/world/asia/china-climate-change.
32 www.eia.gov/international/analysis/country/CHN.
33 Montel News, “Macron Wins Election, Vows to Boost Nuclear, Renewables”; 24 April 2022.
34 UxC Weekly, “Nuclear Power added to South Korea’s Sustainable Finance Taxonomy”; 26 September 2022.
35 World Nuclear News, “Japan adopts plan to maximize use of nuclear energy”; 23 December 2022.
36 Nippon.com, “Japan to Restart 7 More Nuclear Reactors”; 24 August 2022.
YELLOW CAKE ANNUAL REPORT 2023 16
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Russia
Sweden
The Netherlands
Poland
The Russian government expects to
construct 16 new nuclear reactors by
2035 as it pursues the goal of nuclear
power providing 25% of total domestic
energy by 2045. Rosatom plans to
initiate a large-scale nuclear power plant
construction programme in parallel with the
decommissioning of eight reactors37.
Sweden’s new government adopted pro-nuclear energy policies
and changed its energy policy goal from “100% renewable” to
“100% fossil-free”. The country is considering the restart of
two reactor units closed in the last five years and preparing to
construct new reactors38.
A recent public opinion poll reported support for nuclear power in
Sweden has reached a record high of 56%, up from 42% in 202239.
The Netherlands adopted a proposal
to pursue the construction of two
more nuclear power reactors to be in
operation by 203540. The government
also announced plans to extend the
operating life of the country’s current
nuclear power plant beyond its current
license expiration date of 203341.
Poland announced that
Westinghouse Electric would build
the country’s first nuclear power
plant of 6–9 GWe by the early
2040s with a possible ultimate
order of six reactors42.
Türkiye
India
Saudi Arabia
President Erdogan reported Türkiye’s commercial nuclear
programme continues to progress with the first unit at Akkuyu to
enter commercial operation at the end of 2023 with an additional
three reactors to follow. He also indicated that additional nuclear
power projects would be necessary over the next
10 to 20 years43, 44.
The Indian government’s road map to attain net-zero carbon
emissions by 2070 calls for a focus on renewable energy
sources including solar, wind and hydro power supplemented
by a “three-fold rise in nuclear installed capacity by 203245”.
The government is developing a national nuclear energy
programme and has progressed to the contracting, licensing
and construction phase. Saudi Arabia distributed a formal
request for proposals in June 2022 for the possible
construction of two 1 400 MWe reactors46.
37 Nuclear Engineering International, “Russia to build 16 new nuclear units by 2035”, 1 June 2022.
38 World Nuclear News, “New Swedish government seeks expansion of nuclear energy”, 17 October 2022.
39 BNN Bloomberg News, “Swedes’ Support for Nuclear Power Hits Highest Since Fukushima”, 29 March 2023.
40 NL Times, “Gov’t wants to open two nuclear plants by 2035, likely in Borssele”, 30 November 2022.
41 open.overheid.nl/repository/ronl-52076c2f717050d5e0abefb355161bac84d3243a/1/pdf/brief-over-acties-die-zijn-ingezet-om-uitvoering-te-geven-aan-het-coalitieakkoord-op-het-gebied-van-kernenergie.pdf
42 Power Technology, “Westinghouse Electric to build nuclear power plant in Poland”, 31 October 2022.
43 Nuclear Engineering International, “Turkey considers contraction of third NPP”; 8 November 2022.
44 Hurriyet Daily News, “Türkiye aims for more nuclear power: Minister”, 22 December 2022.
45 Ministry of Environment, Forest and Climate Change – Government of India, “India’s Long-Term Low-Carbon Development Strategy, 14.
46 UxC Weekly, “Saudi Arabia Commences Licensing Study for First Commercial Nuclear Power Plant”, 3 October 2022).
YELLOW CAKE ANNUAL REPORT 2023 17
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Hungary
Egypt
Belgium
In December 2022, parliament approved plans to
further extend the life of the country’s four operating
reactors for an additional 20 years. Planning for the
construction of two more reactors to be completed in
2032 is at an advanced stage47.
The government granted a permit in June 2022 for the
construction of the first nuclear power plant in the country.
The initial unit will form the basis for a four reactor 4 800
MWe programme under a joint Egyptian-Russian agreement
that is scheduled to be in full operation by 203048.
At the beginning of 2023, the Belgian government reached an agreement
to extend the service life of two of the country’s five reactors by ten years
each to 203549. In announcing the plan in 2022, the Prime Minister said
this was to “strengthen our country’s independence from fossil fuels in
these turbulent geopolitical times50”.
Future contracted coverage rate of US and European Utilities
Power utility long-term contracts need to be replaced
Typically, around 80% to 85% of utilities’ uranium requirements are covered by long-term
contracts. Since 2013, annual term contracting volumes have averaged around 50% of the
average annual uranium requirements of around 170 million lb, with low levels of contracting
by US utilities likely affected by policy issues that were resolved in 2021. At the end of
2021, only around 76%51 of European and 40%52 of US utilities’ 2027 uranium requirements
were contracted.
150
120
108%
99%
90
92%
91%
While long-term contracting increased significantly in CY2022, it is not yet close to replacement
levels and potential term contracting identified for CY2023 already exceeds the total contracted
in CY2021. For more information on developments in the term market, please refer to the CEO
Report on page 25.
In the longer-term, UxC estimates that cumulative uncovered requirements to 2040 are about
2.3 billion lb and utilities will have to cover the shortfall in the context of constrained uranium
production, declining secondary supplies and a tighter spot market.
60
30
0
125%
77%
113%
67%
75%
76%
70%
Baseline 100%
62%
62%
44%
40%
28%
24%
20%
2022
2023
2024
2025
2026
2027
2028
2029
2030
US Utilities Coverage
EU Utilities Coverage
Sources: US Energy Information Administration Uranium Marketing Annual Report 2021 (May 2022). Euratom Supply
Agency Annual Report 2021 (2022)
47 world-nuclear.org/information-library/country-profiles/countries-g-n/hungary.aspx.
48 Egypt Today, “Permit to build 1st reactor at Egypt’s Dabaa Nuclear Power Plant issued”, 29 June 2022.
49 www.reuters.com/business/energy/belgium-extend-life-two-nuclear-reactors-by-10-years-2023-01-09/.
50 https://www.premier.be/en/lifetime-extension-doel-4-and-tihange-3-nuclear-power-plants.
51 Euratom Supply Agency Annual Report 2021 (2022).
52 US Energy Information Administration Uranium Marketing Annual Report 2021 (May 2022).
YELLOW CAKE ANNUAL REPORT 2023 18
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Supply-side constraints
With demand for uranium forecast to increase significantly in
the next three decades, the ability of global supply to respond
is constrained by the length of the nuclear fuel value chain
(see page 11) and concentrated supply.
51% of the world’s uranium resources are located in Australia,
Kazakhstan and Canada53 and together these countries
produced 66% of global uranium mined production in 202254.
Low uranium prices for an extended period disincentivised
production and producers responded by shutting down or
suspending uneconomic operations. From 2014 to 2021,
this removed an estimated 77.6 million lb of U3O8 from the
market55. Primary production fell below market demand for
uranium for an extended period, with the shortfall being
made up from secondary supplies, primarily underfeeding
at enrichment facilities and utility/producer inventory
draw-down56.
In 2020, the impact of COVID-19 saw production falling to
its lowest level in more than a decade51. The effect of the
pandemic carried through into 2021, when the primary supply
deficit reached a record at the same time as two significant
resources in Australia and Niger ceased production.
Production recovered to 129 million lb of U3O8 in 2022, a
5% increase on 2021 (123 million lb), reducing the deficit
slightly56. The effects of the pandemic in 2021 continue to be
felt as delays in wellfield development affect forecast uranium
extraction eight to ten months later57. Supply chain disruptions
since the start of COVID-19 are also still affecting the
availability and cost of raw materials, operating materials and
equipment required for uranium mining and processing, which
has in turn affected production and associated costs58, 59.
Higher uranium prices have seen a number of producers
announcing plans to gradually restart idled capacity with first
production expected in the year ahead59, 60, although both
Cameco and Kazatomprom have highlighted the impact of
the current operating challenges on operating costs. While
these restarts will go some way towards meeting forecast
demand, more capital-intensive greenfields developments will
be required to close the supply gap. These new projects face
a number of challenges including delays in obtaining permits,
skills shortages, unreliable supply of materials and equipment,
and inflationary increases across the project supply chain,
suggesting that further increases in the uranium price will be
necessary to make these projects attractive to investors.
Uranium production by country
16%
7%
9%
42%
15%
11%
Kazakhstan
Australia
Namibia
Canada
Uzbekistan
Rest of world
Source: MineSpans (December 2022)
53 NEA/IAEA (2023), Uranium 2022: Resources, Production and Demand.
54 MineSpans (December 2022).
55 MineSpans (September 2021).
56 MineSpans, McKinsey Global Nuclear Power Model.
57 Kazatomprom 2022 Integrated Annual Report.
58 Cameco 2023 Q1 Management’s discussion and analysis.
59 Paladin Quarterly Activities Report March 2023, 20/04/23.
60 Boss Energy March 2023 Quarterly Report, 28/04/23.
YELLOW CAKE ANNUAL REPORT 2023 19
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
The sources of secondary supply that utilities previously
relied on have largely been eroded61, with utilities in the
US, Europe and Japan having drawn down their stockpiled
material. A significant quantity of U3O8 has been taken off the
market by strategic stockpiling by China and India, as well as
sequestering by financial entities, including Yellow Cake and
Sprott Physical Uranium Trust, which together have acquired
63.3 million lbs from the market since Yellow Cake’s listing
in July 201862. Japanese utilities, many of which have been
idled, loaned material to producers and intermediaries that
will need to be repaid in future with newly produced material.
Additional material has also been removed from the spot
market by carry-trades (sales by uranium suppliers principally
for deliveries to utilities in the mid-term market), with some of
this material committed into the post-2025 timeframe.
With strong growth in uranium demand forecast in the next
three decades, a significant supply deficit is forecast from
2030 unless material additional supply is brought online54.
Secondary Uranium Supplies (mlb U₃O₈)
60
50
40
30
20
10
0
33%
19%
14%
11%
7%
7%
2013
2017
2021
2025
2029
2033
Reprocessed Uranium
Mixed Oxide fuel
Tails Re-enrichment/underfeeding
Highly Enriched Uranium
% of Total Demand
Global Uranium Market Balance, 2015 - 2035, mlb U3O8
250
200
150
100
50
0
2015
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34 2035
Secondary
Operation
Base case projects
Demand - Base
Demand - High
61 UxC Weekly The Era of Inventory Overhang is Over, 05/09/22.
62 Sprott Physical Uranium Trust, “Daily and Cumulative Pounds of Uranium
(U3O8) Acquired by Trust”, March 2023.
YELLOW CAKE ANNUAL REPORT 2023 20
Source: MineSpans (December 2022)
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
The impact of Russia’s invasion of Ukraine on the nuclear fuel cycle
Russia’s war with Ukraine highlighted the dependency of major Western nuclear utilities on
Russian nuclear fuel. While Russia has 8% of the world’s uranium resources and contributes
around 14% to global uranium production, it plays a much larger role in the rest of the nuclear fuel
cycle with 27% of global conversion capacity utilised and nearly half of all enrichment capacity.
Recent utility data indicates that US nuclear utilities sourced on average 15% of their uranium and
24% of uranium enrichment services from Russian origin/sources from 2017 to 202163, while their
EU counterparts purchased on average 18% of uranium and 30% of enrichment services from
Russia over the same period64.
The initial focus of nuclear utilities following the invasion was on securing supplies of uranium
conversion/enrichment, which led to significant increases in the prices for these products. Long-
term contracts at sustainable price levels are required to incentivise investment in Western nuclear
fuel supply sources, but these sources will take time to come online and there is likely to be a
transition period of three to five years before sufficient non-Russian nuclear fuel is available.
Following on from the disruptions during COVID-19 and the civil unrest in Kazakhstan early in
2022, the war in Ukraine re-emphasised the increasing geopolitical risk of uranium supply, as a
consequence of major Western users’ reliance on non-domestic sources of uranium.
The US is currently at its lowest annual uranium production level in more than 70 years, with
domestic suppliers generally idled and commercial inventory decreasing. In response, the US
government established a strategic reserve of domestically produced uranium which purchased
1.1 million lb of U3O8 from five US companies at a 30% premium to the then spot market price
during the year.
The concentrated supply of uranium and physical distance between producers, convertors/
enrichers and utilities add further risk in disruptions to logistics and trade from sanctions and
restrictions on countries, entities, individuals and ships. A significant proportion of uranium exports
from Kazakhstan (42% of global production) travels across Russian territory to the Port of St.
Petersburg and Kazatomprom has noted the risks associated with this transit, shipping insurance
and the delivery of cargo by sea vessels. While there have been no issues or restrictions along this
route reported to date, there were a number of disruptions to the Caspian Pipeline Consortium
used to export crude oil from Kazakhstan across Russia in 202265. Kazatomprom has an alternative
uranium export route (the Trans-Caspian International Transport Route) that they have used
since 2018 and successfully exported uranium once using this route in 2022. However, this route
has limited capacity and significant challenges. Kazatomprom has indicated that it can also supply
uranium through swaps with partners and customers, or from its global inventories, and is working
on diversifying routes, including through China.
Russia’s Position in the Uranium Fuel Cycle
50
40
30
20
10
0
27%
14%
8%
46%
2
Uranium Resource
Uranium Production
Conversion
Enrichment
Reactor Requirements and Origin of Uranium 2021 (mlb)
50
45
40
35
30
25
20
15
10
5
0
44
27
24
12
11
6
5
USA
China
France
Russia
South
Korea
Ukraine
India
Overseas
Domestic
Other*
*Other includes open market, inventories, and secondary supplies
63 US Department of Energy “2021 Uranium Marketing Annual Report”, May 2022.
64 Euratom Supply Agency Annual Reports 2017–2021.
65 PRISM’s Political Risk and Red Flag Report commissioned by Yellow Cake Plc in January 2023.
Source: MineSpans (December 2022)
YELLOW CAKE ANNUAL REPORT 2023 21
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Restrictions on nuclear fuel
Sanctions imposed by Western countries on Russia include
restrictions and bans on entities and individuals, trade in
certain goods and services and freezing of foreign assets.
Although no restrictions have yet been imposed on Russian
nuclear fuel, pressure to do so is increasing and a number
of steps are being taken to reduce exposure to Russia.
These include:
• In April 2022, US President Biden issued a proclamation to
regulate the anchorage and movement of Russian-affiliated
vessels to US ports and prohibit them from entering US
ports, although it currently specifically exempts nuclear
fuel shipments.
• The European Commission’s REPowerEU Plan aims to
reduce/eliminate the EU dependency on fossil fuel imports
from Russia by accelerating the clean transition and
promoting collaboration in the EU to build a more resilient
energy system. It specifically recognises the need for EU
members that currently depend on Russia for nuclear fuel
to work within the union and with international partners
to secure alternative sources of uranium and promote
conversion, enrichment and fuel fabrication in Europe or in
the EU’s partners66.
• At the conclusion of the G7 meeting held in Germany in
June 2022, the Leader’s Communiqué affirmed the G7’s
commitment to phase out dependency on Russian energy.
In April 2023, five of the G7 Nations (Canada, US, France,
Japan and the UK) announced an alliance to create a
strategic collaboration to increase the depth and resilience
of their nuclear fuel supply-chains while supporting the
wider geostrategic objectives of further reducing reliance
on Russia in the nuclear fuel supply chain67.
• In February 2023, the European Parliament voted to
include a full embargo on all imports of fossil fuels and
uranium from Russia, but a uranium embargo was not
included in its latest package of sanctions announced later
in the same month.
• In February 2023, US Senate and House Committee
leaders proposed legislation that would further restrict
nuclear fuel imports from Russia to the US68, but which
allows for a waiver up to the volumes stipulated in the
Russia Suspension Agreement. The Russian Suspension
Agreement is a pre-existing policy that imposes limits on
Russian uranium enrichment services and uranium exports
to the US.
• The US introduced the International Nuclear Energy Act
in March 2023 to develop a civil nuclear export strategy
and offset China’s and Russia’s influence on international
nuclear energy development69.
• In the absence of official sanctions, a growing number
of nuclear utilities are self-sanctioning by diversifying
their sources to reduce future dependence on nuclear
fuel supplies from Russia and support Western fuel
supply sources.
Yellow Cake’s operations, financial condition and ability to
purchase and take delivery of U3O8 from Kazatomprom, or
any other party, to date remain unaffected by the geopolitical
events in Ukraine. All U3O8 to which the Company has title and
has paid for, is held at the Cameco storage facility in Canada
and the Orano storage facility in France. Yellow Cake has to
date received deliveries from Kazatomprom in accordance
with agreed delivery schedules.
66 REPowerEU Plan, 18/05/22.
67 https://www.gov.uk/government/news/new-nuclear-fuel-agreement-alongside-g7-seeks-to-isolate-putins-russia.
68 Prohibiting Russian Uranium Imports Act, www.congress.gov/118/bills/hr1042/BILLS-118hr1042ih.pdf.
69 www.energy.senate.gov/2023/3/manchin-risch-reintroduce-bipartisan-international-nuclear-energy-act-of-2023.
YELLOW CAKE ANNUAL REPORT 2023 22
Our strategy | continued YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Environmental, social
and governance
An important participant in the transition
to a low carbon economy
Strong female representation at the
management and Board level
The highest levels of safety
in the storage of uranium
A skilled, committed and
independent Board
Environmental, social and governance (“ESG”) considerations
are vital to Yellow Cake’s performance and wider impact. The
Board recognises the importance of these matters in ensuring
the Company’s success and sustainability, and considers the
societal, environmental and reputational impacts of Yellow
Cake’s activities.
Yellow Cake’s business model and activities do not include
exploration, development, mining, or processing, and as such,
its direct societal and environmental impacts are limited. The
Company’s main source of ESG risk arises from the activities
of its strategic partners that supply uranium, provide storage
facilities and provide procurement advice. Yellow Cake is
committed to ensuring its partners’ activities align with its
values and strives to reduce ESG risks throughout its supply
chain. Suppliers are selected in accordance with Yellow Cake’s
standards.
The Company has a zero-tolerance approach to bribery and
corruption. Yellow Cake’s Supplier Standards Policy sets out the
Company’s standards in the areas of health and safety, business
integrity and legal compliance, labour and human rights,
environmental stewardship, treatment of host communities,
and reporting. We conduct annual risk-based due diligence on
suppliers and business partners to identify potential risks in
their governance, environmental, social and ethical practices.
In addition, risk-based due diligence is conducted for all material
transaction with existing or new counterparties.
YELLOW CAKE ANNUAL REPORT 2023 23
Product responsibility
Mining of uranium has similar social and environmental
impacts to the mining of other metals and minerals, and is
regulated in terms of local legislation on health, safety and
environmental protection.
Uranium ore and U3O8 are mildly radioactive, although
prolonged exposure can cause damage. However, uranium is
handled and contained to prevent inhalation or ingestion as it
is toxic chemically. Radioactivity and toxicity increase during
concentration and enrichment, which happen later in the
nuclear fuel value chain.
The 18.8 million lb of U3O8 owned by Yellow Cake at
31 March 2023 is stored in metal drums in storage accounts
at licenced storage facilities at Cameco’s Port Hope/Blind
River operation in Canada and Orano’s Malvési/Tricastin site
in France.
Kazatomprom implements radiation monitoring and
safe working practices. The management systems at
Kazatomprom’s operations and at the storage facilities at
Cameco and Orano adhere to national regulations and align
with OHSAS 18001 or ISO 45001 (occupational health and
safety management systems) and ISO 14001 (environmental
management systems).
While Yellow Cake occasionally enters into location swap
agreements and other uranium-based financial initiatives,
these transactions take the form of book transfers and
therefore do not involve the physical transportation of
uranium.
ESG reporting boundaries and identification
of material issues
Yellow Cake determines topic boundaries for reporting ESG
with reference to the United Nations Guiding Principles of
Business and Human Rights and the OECD Guidelines for
Multinational Enterprises. Accordingly, the Company takes
into account both direct impacts and indirect impacts arising
from our business relationships with suppliers, and defines
materiality to include topics that affect Yellow Cake’s economic,
environmental, and social impacts on stakeholders and society.
External ESG assessment
In line with Yellow Cake’s commitment to ESG principles,
the Company commissions an annual external and
independent risk-based assessment of its primary supplier
and business partners. The assessment was conducted by
PRISM Political Risk Management, an emerging markets risk
consultancy with extensive experience in the mining and fossil
fuel industries.
PRISM reviewed ESG risks related to Yellow Cake’s primary
supplier Kazatomprom, as well as its storage partners Cameco
and Orano over their respective 2022 financial years. The review
included public domain research, enquiries with industry
sources as well as direct engagements with Kazatomprom,
including high-level managers from relevant departments.
The leading guidelines and standard setters for ESG
disclosures are the United Nations Sustainable Development
Goals (“UNSDGs”), the Global Reporting Initiative (“GRI”),
the Sustainability Accounting Standards Board (“SASB”),
and the Task Force on Climate-Related Disclosures (“TCFD”).
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Environmental, social and governance | continued
Key assessment areas for the review of Yellow Cake’s
potential material ESG risk exposure were identified based on
these frameworks as:
• Environment: Emissions, Water Use, Nuclear Assets
• Social Responsibility: Human Rights and Community Relations
• Employees: Health and Safety, Education, Diversity
• Business Model: Resilience, Innovation, Procurement, Ethics
• Risk Management: Regulatory and Political Environment
Within the SASB framework, the sustainability issues identified
as relevant to Yellow Cake’s activities were identified as:
• Social Capital: Human Rights and Community Relations
• Human Capital: Employee Engagement, Diversity, and
Inclusion; Employee Health and Safety
• Leadership and Governance: Business Ethics; Competitive
Behaviour; Management of the Legal and Regulatory
Environment
Key findings from the report include:
According to PRISM’s report, Yellow Cake’s partners are
continuing efforts to improve performance on ESG targets,
as demonstrated by their creation and implementation of
decarbonisation strategies. The report indicated that ESG is
integrated into Kazatomprom’s core strategic framework and
that the company continues to make progress with expanding
its disclosure and improving its sustainability. Kazatomprom’s
Integrated Annual Report is guided by 12 UNSDGs and
publishes assured information in accordance with the GRI
Standards. In the 2022 financial year, Kazatomprom expanded
its reporting on climate risks under the TCFD framework and
is a corporate leader in Kazakhstan in aligning its policies with
global standards.
Cameco and Orano have improved their application of
international industrial benchmarks and continue to actively
monitor and address ESG impacts. PRISM did not identify any
material ESG risks at Cameco or Orano.
Environment
Social
• While Yellow Cake does not engage in mining activities or
• Yellow Cake continues to implement its policies on employee and stakeholder well-
directly handle inventory, it is committed to the reduction of
environmental risk at its primary supplier and main business
partners.
• Nuclear energy is key to fulfilling global decarbonisation
goals. Yellow Cake has a role to play in facilitating the energy
transition.
• Primary supplier Kazatomprom uses in-situ recovery for
uranium extraction, a method producing fewer emissions
than other methods.
• In 2022, Kazatomprom introduced a Decarbonisation
Strategy with the aim of achieving carbon neutrality in Scope
1 and 2 emissions by 2060. The company has also made a
significant improvement in its reporting by publishing its
Scope 3 emissions.
• Yellow Cake will continue to monitor Kazatomprom’s
progress to ensure it implements specific measures to
achieve these aims, including the increased use of renewable
energy.
• Kazatomprom, Cameco and Orano reduced Scope 1
emissions, however, Scope 2 emissions volumes rose.
being, including health and safety, equal opportunities, and whistleblowing protection.
• Yellow Cake partners Kazatomprom, Cameco, and Orano have well-developed
standards for the health, safety, and well-being of their employees, which are regularly
assessed by both regulators and external monitors.
• The Company considers the interests of stakeholders (see page 46).
• Yellow Cake is committed to female representation. Women make up 43% of the
Board and 50% of management.
• PRISM’s report noted that Kazatomprom could do more to improve opportunities
for women.
• All Company partners improved their safety records. Kazatomprom, Cameco, and Orano
hold internationally accepted health and safety certifications and their systems are
regularly monitored by independent bodies for compliance.
• Kazatomprom has increased its investments into employee training as well as health
and safety. Though the company is a significant contributor to regional budgets and
has close ties with local communities, Kazatomprom should further its work on aligning
its social commitments to the UNSDGs.
• Kazatomprom does not infringe upon the human rights of its employees, contractors,
or the citizens of the communities where it operates. In 2022, Kazatomprom introduced
a Human Rights Policy and all its supplier agreements include associated provisions.
Governance
• Yellow Cake has a zero-tolerance
approach to corruption, bribery,
unethical practices and anti-competitive
behaviour. The Company works with
partners to eliminate such behaviour
from its supply chain and commissions
independent reviews of its activities and
those of its suppliers.
• 71% of Yellow Cake’s Board of Directors
are independent. Board meetings are
frequent and have high attendance.
• Kazatomprom is subject to political
risks, which Yellow Cake monitors
closely. PRISM’s report identified the
need for Kazatomprom to continue to
improve governance and transparency.
YELLOW CAKE ANNUAL REPORT 2023 24
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CEO’s
statement
Andre
Liebenberg
“Uranium supply has lagged for many years and we have yet to see any meaningful
supply response despite the improving demand fundamentals.”
The fundamental uranium supply and demand trends of the
last few years continued to strengthen in 2022. We have
seen demand driven by de-carbonisation and energy
transition goals; accelerated reactor build programs, reactor
life extensions and small modular reactor developments;
a significant jump in long-term contracting; and a focus on
energy security and energy independence post Russia’s
invasion of Ukraine. Although the direct impact on uranium
markets of Russia’s invasion of Ukraine has been milder than
its effects on fossil fuel prices and supplies, it has added risk to
the global uranium fuel cycle and driven a de-globalisation of
demand between Russian and non-Russian sources. Against
this backdrop of improving demand fundamentals, we have yet
to see any meaningful supply response.
Forecast demand continues to
outstrip supply
Nuclear power is now widely recognised as a key part of
efforts to achieve future carbon commitments while meeting
the forecast growth in energy demand. This has rehabilitated
perceptions of nuclear power and many countries have
demonstrated the positive shift towards nuclear in restarts
and lifetime extensions of existing facilities, as well as plans for
new builds.
Advanced reactors and SMRs are making encouraging
progress towards commercialisation with increased support
from investors, unlocking new opportunities for nuclear by
reducing upfront costs and construction times. Although
these facilities are smaller than existing reactors, upfront
fuel requirements to support SMR’s longer refuelling cycles
suggest increased uranium demand in the medium term.
As the outlook for future uranium demand has strengthened,
uranium supply has lagged for many years with low uranium
prices leading to major producers idling uneconomic
operations or curtailing production. Low prices also
disincentivised investment in new resources at the same time
as several significant operations closed permanently.
More recently, COVID-19 affected production, with delays
to wellfield development in 2021 evident in lower production
in 2022. Ongoing supply chain challenges have exacerbated
delays and limited access to key equipment and materials,
including sulfuric acid.
The overhang in global uranium inventories has eroded in the
last few years, removing the buffer between demand and the
spot and term markets.
Several producers have announced restarts of idled
production, but these will take time to reach full capacity and
are insufficient to meet the shortfall. More capital-intensive
greenfields developments will be required. However, the
challenges these new projects face, which include lack of
funding, delays due to obtaining permits, unavailability of
skills, material and equipment, as well as inflationary increases
across the project supply chain, suggest that further price
increases will be necessary to incentivise investment in
new projects.
War in Ukraine affects the entire front end
of the uranium fuel cycle
Yellow Cake’s operations, financial condition and ability to
purchase and take delivery of U3O8 from any party remain
unaffected by Russia’s invasion. All U3O8 to which the
Company has title and has paid for, is held at the Cameco
storage facility in Canada and the Orano storage facility in
The long-term
fundamentals
of the uranium
market
continue to
strengthen
YELLOW CAKE ANNUAL REPORT 2023 25
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CEO’s statement | continued
France. We do not anticipate any restrictions on being able
to make further purchases under the option agreement with
Kazatomprom. Payment either follows delivery or is managed
via escrow, so there is no credit risk for Yellow Cake attached
to these deliveries.
However, the war set in motion a geopolitical realignment
in energy markets that emphasises the increasingly
important role for nuclear power as a source of secure and
affordable energy.
Russia supplies approximately 14% of global uranium
concentrates, 27% of conversion and 46% of enrichment,
highlighting the security of supply risk in the context of the
growing primary supply gap and shrinking secondary supplies.
Uranium from Kazakhstan and Uzbekistan (together
comprising more than 50% of annual production) has
historically been shipped to Western markets through the
Russian port of St Petersburg. These shipments could be
affected by disruptions along the route similar to those that
affected oil exports from Kazakhstan during the year, or by
future sanctions against Russian companies, facilities, shippers
and sea vessels. Ahead of official sanctions, many utilities
in the US, Europe and elsewhere are increasingly looking to
source from non-Russian suppliers.
While Kazatomprom has successfully made shipments using
the alternative Trans-Caspian International Transport Route
during the year, concerns remain about the cost and time it
would take to ship significant volumes through this channel.
Spot market volumes decrease while term
contracting rises significantly
After record spot market volumes in the 2021 calendar year
(102.4 million lb), volumes decreased by 40% to 60.8 million lb
in CY2022. The decrease was mainly due to reduced buying
by financial funds (including Yellow Cake) and limited demand
from primary producers and junior uranium companies as
production started to resume. Volumes decreased slightly in
the first quarter of calendar 2023.
YELLOW CAKE ANNUAL REPORT 2023 26
The uranium spot market price started 2022 at USD42.05/lb
and ended the year 14% up at USD48.00/lb, after hitting a
high in April 2022 of USD63.75/lb, the highest level
since 2011.
The spot price closed at USD 50.65/lb on 31 March 2023,
12.5% down on 31 March 2022.
Contracting activity in the long-term market increased
58% in 2022, reaching 114 million lb (2021: 72 million lb), a
significant increase on the annual average of 72.6 million lb
of the previous nine years. Indicated term prices increased
32% to USD51.00/lb. This increase in activity was primarily
driven by utilities seeking to meet short-term needs following
many years of limited long-term contracting and by the need
to address longer-term concerns over future uranium supply
and increased geopolitical risk. Identified potential 2023 term
contracting already exceeds 2021 volumes and could even
exceed 2022 volumes as utilities respond to increasing risks in
the market. These include the impact of potential sanctions on
Russian supplies, uncertainty about the long-term outlook for
uranium supply and spot market volatility.
The spikes in conversion and enrichment prices reflect
the constraints for utilities that want to move away from
Russian sources. While additional non-Russian conversion
and enrichment capacity will take several years to come to
market if higher prices are sustained, a short-term switch from
underfeeding to overfeeding could help to meet demand, but
will require additional UF6 and U3O8.
Increased holdings of U3O8
During the year, we took delivery of a further 3 million lb of
uranium contracted in the 2022 financial year. The decline in
global stock market indices resulted in Yellow Cake’s shares
trading at a discount to net asset value for most of the year,
constraining our ability to raise equity to acquire more U3O8
without diluting existing shareholders.
When markets turned in January 2023, we took the
opportunity to raise USD75 million (before costs). This was
applied to partially utilise the 2022 Kazatomprom option
and contract for a further 1.35 million lb, to be delivered in
September 2023, bringing our total holding after receipt to
20.2 million lb. The full 2023 Kazatomprom option to acquire
a further USD100 million remains in place.
Outlook
Global financial market conditions may well result in short-
term spot price volatility, but the longer-term fundamentals
of the uranium market continue to strengthen. These include
the reduction in “mobile” near-term uranium inventories,
the significant increase in contracting activity in the uranium
term market and the heightened focus on energy security.
Low prices have led to supply concentration by origin and a
growing primary supply gap.
Yellow Cake is well positioned to deliver on our stated
strategy of realising opportunities to create value for investors
by increasing our U3O8 holdings when the share price is
trading above net asset value.
Andre Liebenberg
Chief Executive Officer
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CFO’s
review
Carole
Whittall
“During the financial year, the value of Yellow Cake’s uranium holding increased 4% as a result of a 3.0 million lb
increase in its holdings, partially offset by a decrease in the uranium price. At the beginning of the financial year,
the Company’s shares traded at a significant discount to net asset value. Yellow Cake completed a share buyback
programme in the first quarter of the financial year as a means of effectively acquiring exposure to uranium at a
discount to the commodity spot price. By the last quarter of the financial year, the discount had closed, putting
the Company in a position to successfully complete a USD74.3 million share placing and apply the proceeds to the
purchase of an additional 1.35 million lb of U3O8 which is expected to be received in September 2023.”
I am pleased to present the following audited financial
statements for the year to 31 March 2023 and report
a number of salient features:
• Uranium holding of 18.81 million lb of U3O8 valued at
USD952.5 million as at 31 March 2023 (15.83 million lb of
U3O8 valued at USD916.7 million at 31 March 2022).
• Gross proceeds of USD74.3 million from a share placing
in February 2023, applied to the purchase 1.35 million lb
of U3O8 at a price of USD48.90/lb and an aggregate
consideration of USD66.0 million. We expect to take
delivery in September 2023.
• Completed two purchases totalling 2.97 million lb of
U3O8 during the financial year, increasing the Company’s
holdings to 18.8 million lb of U3O8.
• Loss after tax of USD102.9 million (2022: Profit
of USD417.3 million), driven by a fair value loss of
USD96.9 million on the Company’s investment
in uranium.
Uranium transactions
Yellow Cake started the financial year with a holding of
15.83 million lb of U3O8. In the first half of the financial year,
the Company took delivery of 2.97 million lb of U3O8 under
two uranium purchase agreements, which were funded with
cash at bank:
• The Company exercised its option with Kazatomprom
to buy back 2,022,846 lb of U3O8 from Kazatomprom at
a cost of USD43.25/lb or USD87.5 million in aggregate
consideration. This was received by the Company at the
Cameco storage facility in Canada on 19 May 2022 in
accordance with the agreed delivery schedule.
• Pursuant to Kazatomprom’s offer of 26 October 2021, the
Company entered into an agreement with Kazatomprom to
purchase 950,000 lb of U3O8 at a price of USD47.58/lb for
a total consideration of USD45.2 million. This was received
by the Company at the Cameco storage facility in Canada
on 30 June 2022 in accordance with the agreed delivery
schedule.
The uranium price started to strengthen early in 2023
and in February, Yellow Cake took the opportunity to raise
USD74.3 million through a share placement. The proceeds
will be applied to partially utilise the Company’s 2022
Kazatomprom option by purchasing 1.35 million lb of U3O8
at an average price of USD48.90/lb and an aggregate
consideration of USD66.0 million. This uranium purchase
transaction is expected to complete in September 2023.
Loss after tax of
USD102.9 million
2022: profit of USD417.3 million
Gross proceeds from share placing of
USD74.3 million
2022: USD236.6 million
Increase in value of uranium
holding of
USD35.8 million
2022: USD614.6 million
YELLOW CAKE ANNUAL REPORT 2023 27
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CFO’s review | continued
As at 31 March 2023, the Company’s uranium investment
comprised 18.81 million lb of U3O8, a net increase of
3.0 million lb of U3O8 during the financial year. Following
completion of the agreed purchase of 1.35 million lb of U3O8
the Company’s uranium investment is expected to comprise
20.16 million lb of U3O8.
Uranium-related gains and losses
Yellow Cake made a total uranium-related loss of
USD96.9 million in the year to 31 March 2023 as a result
of a decrease in the fair value of the Company’s uranium
investment. In 2022, the company made a total uranium-
related gain of USD433.4 million, comprising an increase in
fair value of USD433.3 million and USD0.1 million in location
swap fees.
The decrease in the fair value of the Company’s uranium
investment was attributable to the decrease in the spot price
from USD57.90/lb to USD50.65/lb. This was partially offset
by an increase in the volume of uranium held.
Operating performance
Yellow Cake delivered a loss after tax for the year of
USD102.9 million (2022: profit of USD417.3 million).
Expenses for the year were USD7.0 million
(2022: USD6.9 million).
Yellow Cake’s Management Expense Ratio for the year
(total operating expenses of a recurring nature, excluding
commissions and equity offering expenses, expressed as an
annualised percentage of average daily estimated net asset
value during the period) was 0.68% (31 March 2022: 0.65%).
Share buyback programme
After a period in which the Company’s shares traded at a
material discount to its underlying net asset value, Yellow
Cake implemented a share buyback programme as a means
of effectively acquiring exposure to uranium at a discount to
the commodity spot price. In total, the Company acquired
566,833 shares between 4 April and 6 May 2022, for a
total consideration of USD3.0 million, at a volume weighted
average price of GBP4.15 pence per share and a volume
weighted average discount to net asset value of 10.4%.
The shares repurchased are held in treasury.
The Company does not propose to declare a dividend for
the year.
YELLOW CAKE ANNUAL REPORT 2023 28
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Net Asset Value ("NAV") and NAV per share
1 200
1 000
800
600
400
200
0
)
m
D
S
U
(
2.00
2.25
200.0
222.9
2.45
267.1
2.38
421.5
1 069.0
4.42
1 035.3
4.23
5
4
3
2
1
0
G
B
P
/
s
h
a
r
e
Listing
March 2019
March 2020
March 2021
March 2022
March 2023
Net asset value (USDm)
Net asset value per share (GBP)
CFO’s review | continued
Share placing
On 2 February 2023, the Company issued 15 million new ordinary shares to existing
and new institutional investors at a price of GBP4.12 per share. The Company raised
net proceeds of GBP60.0 million (USD equivalent: USD72.1 million net of costs of
USD2.2 million).
Balance sheet and cash flow
The value of Yellow Cake’s uranium holding increased by 4% to USD952.5 million at
year-end compared to USD916.7 million at the end of the 2022 financial year, as a
result of a net increase in the volume of uranium held, partially offset by the decrease
in the uranium price. As at 31 March 2023, Yellow Cake had cash of USD84.4 million
(2022: USD153.1 million). The Company has allocated USD66.0 million to purchase
1.35 million lb of U3O8 after the year-end, to be paid on delivery.
Yellow Cake’s net asset value at 31 March 2023 was GBP4.2370 per share or
USD1 035.3 million, consisting of 18.8 million lb of U3O8 valued at a spot price of
USD50.65/lb, cash and cash equivalents of USD84.4 million and other net current
liabilities of USD1.6 million.
Yellow Cake’s estimated proforma net asset value on 12 July 2023 was
USD1,133.4 million or GBP4.40 per share71, assuming 20.16 million lb of U3O8 valued
at the daily price of USD55.40/lb published by UxC LLC on 12 July 2023, cash and
cash equivalents of USD84.4 million and net current liabilities of USD1.6 million as at
31 March 2023, less cash consideration of USD66.0 million to be paid to Kazatomprom
following the expected delivery of 1.35 million lb of U3O8 by 30 September 2023.
Carole Whittall
Chief Financial Officer
70 Net asset value per share as at 31 March 2023 is calculated assuming 202,740,730 ordinary shares in issue
less 4,636,331 shares held in treasury, the Bank of England’s daily USD/GBP exchange rate of 1.2364 as at
31 March 2023 and the daily spot price published by UxC LLC on 31 March 2023.
71 Estimated proforma net asset value per share as at 12July 2023 is calculated assuming 202,740,730
ordinary shares in issue, less 4,604,645 shares held in treasury, the Bank of England’s USD/GBP exchange
rate of 1.2997 as at 12 July 2023 and the daily spot price published by UxC LLC on 12 July 2023.
YELLOW CAKE ANNUAL REPORT 2023 29
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risk
management
How we manage risk in our business
Yellow Cake’s approach to risk management aims to mitigate
risk to an acceptable level to execute the strategy and create
value for all stakeholders. The Board sets the Company’s
business strategy and has overall responsibility for risk
assessment. The Audit Committee is mandated to keep the
Company’s internal control and risk management systems
under review and to report to the Board. The committee
reviews the system of internal controls and regularly assesses
its effectiveness, with input from the external auditor
regarding issues identified during its engagement, particularly
feedback relating to any control weaknesses and the
responses from management to these issues.
Risk assessments are periodically performed by the Executive
Directors to identify and quantify the risks that face the
Company’s operations and functions, and to evaluate the
adequacy of the prevention, monitoring and mitigation
practices in place for those risks. The Board reviews the risk
assessment and risk management processes for completeness
and accuracy, carefully considers the Company’s risk register
and receives regular updates from management.
YELLOW CAKE ANNUAL REPORT 2023 30
Principal risks and uncertainties
The Board has carried out a robust assessment of the principal risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity.
Operational Risks Geopolitical Risks Corporate Risks
Industry Risks
Environmental,
Social and
Governance Risks Financial Risks
1. Counterparty
4. Geopolitical
5. Key personnel
7. Regulatory
9. Environmental
12. Uranium price
risk
developments
2. Cash flow risk
3. Pandemic risk
6. Key service
providers
regime
risk
risk
8. Industry
10. Social risk
13. Foreign exchange
11. Governance
risk
14. Taxation risk
Changes to the 2023 risk register
The risk review during the 2023 financial year resulted in the following changes to the risk register:
• Operating risk (last year’s Risk 3) was removed as the Company’s exposure to such a risk is not material.
• Risk 3 (COVID-19) was renamed Pandemic risk and updated to reflect its current impact on the industry and the Company.
The risk rating was downgraded from Medium to Low.
• Risks 4a and 4b (Geopolitical Risk) were updated for developments during the year and the probability of Risk 4b crystallising
increased.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risk management | continued
The table below shows the principal risks currently facing the Company, including those that could threaten its business model, future performance, solvency or liquidity. Risk levels are determined
based on an evaluation of the probability and consequence of individual risks.
Nature and impact of risk
Operational risks
1. Counterparty risk
While considered unlikely, the counterparties to the
Company’s key contracts may become insolvent or otherwise
unable to fulfil their contractual obligations.
(a) The Company engages in the purchase of U3O8 from
third parties, in particular Kazatomprom
(b) The Company has contracts in place for the storage of its
U3O8 with Cameco for storage at Cameco’s Port Hope/
Blind River facility and with Orano for storage at Orano’s
Malvési/Tricastin storage facility in France. There is a risk
that Cameco or Orano could become insolvent.
(c) There is a risk that the storage facilities could be
destroyed.
(d) The Company maintains cash balances in its current
accounts in amounts that are material to the Company.
The risk exists that the bank may not be able to repay the
Company’s cash or a fraud event occurs.
How we manage the risk
Under the Kazatomprom Framework Agreement, the Company is required to pay for any purchases of physical
uranium ten days after taking delivery of the uranium. This ensures the company is better able to manage any
potential credit exposure.
A force majeure event under the Kazatomprom Framework Agreement, or the Company no longer being able to
make purchases under the Agreement, would adversely impact Yellow Cake’s ability to procure future purchases
of uranium at an undisturbed market price under that agreement. If that occurred and Yellow Cake wished to
purchase further uranium, it would need to enter into new supply contracts for uranium with producers and/
or to purchase uranium in the spot market. Yellow Cake recognises that any new contracts or spot market
purchases may not provide equivalent access to undisturbed uranium prices or volumes as provided by the
Kazatomprom contract.
As the remaining term of the Kazatomprom Framework Agreement reduces, the contract risk reduces.
The Company retains ownership of the U3O8 while in storage and would therefore retain ownership through any
potential insolvency event in relation to Cameco or Orano (although it cannot be guaranteed that, in the event of
a Cameco or Orano insolvency event, a third party would not seek to challenge the Company’s title to its U3O8).
Yellow Cake maintains a watching brief on the credit rating and financial health of Cameco and Orano.
Cameco and Orano have contractual undertakings to either provide replacement U3O8 or pay Yellow Cake the
replacement volume of such U3O8 in the event of a loss of Yellow Cake’s inventory. As such, Yellow Cake does
not have third party insurance arrangements in place to insure this risk. Cameco and Orano are not liable for
consequential losses.
Cash balances are held with Citibank, a major global financial institution. Current accounts are operated by
Langham Hall Fund Management (Jersey) Limited. The risk of fraud and embezzlement of funds is mitigated by
multiple signatory and authorisation protocols in place with Langham Hall Fund Management (Jersey) Limited.
Risk level
High
Medium
High
Medium
YELLOW CAKE ANNUAL REPORT 2023 31
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risk management | continued
Nature and impact of risk
2. Cash flow risk
Yellow Cake may, in the future, have insufficient funds to pay
operating expenses.
3. Pandemic risk
The COVID-19 pandemic disrupted uranium mining in 2020
and 2021, and its impact on global supply chains continues
to be felt. Future pandemics that result in an extended
shutdown could affect the Company’s business model, ability
to access capital and continue in business.
Geopolitical risks
4. Geopolitical developments
(a) The stringent economic sanctions imposed by the
European Union and United States on Russian companies
and individuals have to date not directly impacted the
global nuclear fuel trade, although the situation continues
to evolve. The future impacts on nuclear fuel markets as
a result of the economic sanctions against Russia remain
uncertain. The risk exists that secondary sanctions could
be imposed on the Company’s suppliers, precluding
future purchases from these sources.
How we manage the risk
The Company continues to review and evaluate opportunities related to the ownership of uranium and other
uranium-related activities, and may, from time to time, enter into transactions or arrangements which generate
cash to support the Company’s business.
The Company is unlevered and seeks to maintain sufficient working capital to fund its ongoing operations. The
Company has the right to sell, trade, lend or otherwise commercialise some of its holdings of uranium in a manner
which would provide cash to support its operations.
The Company’s day-to-day operations were not affected by COVID-19, given that Yellow Cake has no physical
operations and the executive team is already home-based. As at 31 March 2023, Yellow Cake had sufficient
cash balances to meet approximately 18 months of working capital requirements, after taking into account
commitments to purchase USD66.0 million worth of U3O8 after the year end, before it would need to raise
additional funds for working capital. The Company has no debt or hedges on the balance sheet.
Kazatomprom has business relationships with Rosatom, including certain joint ventures with Rosatom’s Uranium
One, and a uranium processing agreement with the Uranium Enrichment Centre, located in Russia. However,
it is understood that Kazatomprom has mitigation plans with regards to these business interests. The risk of
secondary sanctions applying to Kazatomprom is therefore considered low.
Sanctions imposed by various countries against Russia have not directly affected the uranium and nuclear
industry to date.
(b) Some of Kazatomprom’s products are transported
through the Russian Federation. At present the Company
is unaware of any restrictions related to the supply of
products to end customers. However, such restrictions
may apply in future.
Kazatomprom has indicated that, while some of its production is shipped through the Russian Federation, it has
successfully used an alternative trans-Caspian transport route, which completely excludes Russian territory.
It has advised that it has capacity to negotiate swaps with partners and customers, access its inventories at a
number of global locations and is working on diversifying routes to market, including through the territory of the
People’s Republic of China. Nevertheless, logistics constraints may impact future delivery schedules.
Risk level
Medium
Low
High
High
YELLOW CAKE ANNUAL REPORT 2023 32
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risk management | continued
Nature and impact of risk
Corporate risks
5. Key personnel
The Company is reliant on its Executive Directors and other
key personnel. Any change to the Company’s management
and service providers may have a negative impact on its
business.
6. Key service providers
The Services Agreement with 308 Services Limited may be
terminated by either party on one year’s notice.
Industry risks
7. Regulatory regime
Changes in laws around the ownership of uranium, or
increased regulation or change in government policy around
uranium and nuclear power generation, could adversely
affect the Company’s business.
8. Industry
The Company’s operations are focused around uranium and
uranium-related activities. Nuclear accidents could impact
the future prospects for nuclear power, the key source of
demand for U3O8.
How we manage the risk
Risk level
The Company believes that its executive team, as well as the Board of Directors are dedicated to the long-
term growth of the Company. However, in the event that any of these persons elects to leave the Company or
discontinue provision of services, the Company is confident in its ability to find suitable replacements.
The Company believes that its advisers in 308 Services Limited are dedicated to the long-term growth of
the Company. The Company does not expect that 308 Services Limited will elect to terminate its contract;
however, in the event that such an event were to occur, the Company is confident in the ability of its executive
management to find a suitable replacement.
Additionally, the Company has the benefit of, and is the direct counterparty to its purchase contract with
Kazatomprom and its storage contracts with Cameco and Orano. 308 Services Limited is not a party to these
agreements.
The Company believes it is unlikely in the near- to medium-term that a significant change to the laws or
regulations around the ownership or transfer of ownership of uranium or generation of nuclear power will
occur. Additionally, as the Company’s exposure is focused in Western Europe (where the Company is based and
where some of the Company’s U3O8 inventory is held) and North America (where most of the Company’s U3O8
inventory is held), any changes, however unlikely, would be expected to be transparent and conducted in a legal
manner which would have limited impact on the Company’s value.
The Company keeps a watching brief, with the advice of counsel and 308 Services Limited, on changes of
legislation that may impact its business.
Low
Low
High
The nuclear industry operates with one of the highest margins of safety in the world, with a number of
safeguards and redundancies built into processes in order to reduce public health and safety risks.
High
There are limited steps that the Company can undertake to impact the activities of other companies.
YELLOW CAKE ANNUAL REPORT 2023 33
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risk management | continued
Nature and impact of risk
How we manage the risk
Environmental, social and governance risks
9. Environmental
The Company operates in the resources sector, which
is under increasing scrutiny from investors and other
stakeholders with regards to how it manages its
environmental responsibilities. Negative environmental
trends in the resources sector could cause a significant
withdrawal of capital and affect the share prices of listed
companies in the sector and their ability to access equity
capital markets.
Yellow Cake does not carry out exploration, development or mining operations, but is exposed to environmental
risk via its suppliers, particularly through its partnership with Kazatomprom. The Company has limited influence
over the activities of its suppliers but is committed to more responsible mining practices that mitigate the risk
of climate change and damage to the environment. To ensure this, Yellow Cake regularly monitors its partners’
environmental performance. Specifically, it appraises Kazatomprom’s record with regard to greenhouse gas
emissions, water management, waste and hazardous materials, radiation and safety, decommissioning of mining
sites and land management. Cameco and Orano, as storage providers to Yellow Cake, are also monitored for
environmental compliance and efficient use of resources.
Yellow Cake’s Supplier Standards Policy sets out the Company’s position and expectation of its suppliers
regarding their environmental, social and governance practices. Kazatomprom is listed on the London Stock
Exchange (“LSE”) and Cameco is listed on the Toronto Stock Exchange (“TSX”). Listing on these exchanges
requires a commitment to good corporate governance and responsible environmental and social practices.
Cameco’s storage facilities are subject to strict licencing requirements by the Canadian Nuclear Safety
Commission regarding the health and safety of the public and the environment. Orano is majority owned by the
French Government and applies a comprehensive Safety-Environment policy based on Operational Excellence.
Risk level
High
10. Social
Yellow Cake is exposed indirectly to social risk via its
suppliers. Negative social trends in the resources sector could
cause a significant withdrawal of capital and affect the share
prices of listed companies in the sector and their ability to
access equity capital markets.
Yellow Cake regularly monitors its partners’ exposure to social risk by analysing incidents involving injury or
fatality, storage facilities management, and response to COVID-19. Kazatomprom is a significant employer and
tax contributor in Kazakhstan and Yellow Cake monitors its programmes of education and training as well as
employee diversity and inclusion. Yellow Cake assesses Kazatomprom’s human rights compliance and community
relations particularly with regard to its mine closures.
High
Yellow Cake’s Supplier Standards Policy sets out the Company’s position and expectation of its suppliers
regarding their environmental, social and governance practices. Kazatomprom is listed on the “LSE” and Cameco
is listed on the (“TSX”). Listing on these exchanges requires a commitment to good corporate governance
and responsible environmental and social practices. Cameco’s storage facilities are subject to strict licencing
requirements by the Canadian Nuclear Safety Commission regarding the health and safety of the public and the
environment. Orano is majority owned by the French Government. The company’s Health, Safety and Radiation
Protection policy aims to continuously improve the group’s results and strengthen preventative actions.
YELLOW CAKE ANNUAL REPORT 2023 34
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risk management | continued
Nature and impact of risk
11. Governance
(a) Yellow Cake is exposed indirectly to governance risk
via Kazatomprom being based in Kazakhstan, a country
which could be affected by political instability. As
Kazatomprom is a State-Owned Enterprise, a change
in the political leadership could negatively impact its
corporate governance record should Kazatomprom’s
management and board become less independent.
There is a risk that political instability could also initiate
a challenge to contracts held between the Company and
Kazatomprom.
How we manage the risk
Kazatomprom is listed on the FCA’s standard list in the UK. It is not required to comply with the UK Corporate
Governance Code, although it is required to comply with relevant provisions of the FCA’s Listing Rules and the
Disclosure and Transparency Rules.
Yellow Cake complies with the UK Corporate Governance Code insofar as appropriate given the Company’s
size, business, stage of development and resources, explains areas of non-compliance in its Annual Report, and
regularly assesses its chief supplier Kazatomprom’s corporate governance practices.
The Company does not have assets in Kazakhstan and any deterioration in governance of Kazatomprom is only
likely to impact on the future of its uranium supply contract. Yellow Cake closely monitors the extent of political
risk and its effect on Kazatomprom’s corporate governance performance.
Yellow Cake’s Supplier Standards Policy sets out the Company’s position and expectation of its suppliers
regarding their environmental, social and governance practices.
Risk level
Medium
(b) Bribery and corruption in the geographical regions in
which the Company conducts business could materially
adversely affect its business, results of operations and
financial condition.
Relations with suppliers are overseen by Yellow Cake’s management and board, who are informed by regular due
diligence. The Company has a zero tolerance towards bribery and corruption. In terms of the Economic Sanctions
Policy, counterparties, connected parties and the ultimate source of uranium in a transaction are subject to risk-
based due diligence to identify money laundering and economic sanctions risks.
Medium
Financial Risks
12. Uranium price
The uranium price is volatile and affected by factors beyond
the Company’s control.
A protracted period of weak uranium prices may limit the
Company’s ability to raise capital or fund itself.
13. Foreign exchange
The Company raises funds in Sterling while its functional
currency is the US Dollar.
14. Taxation
Changes in the tax position of the Company could adversely
affect the Company. There is a risk that a country in which the
Company operates changes its tax legislation, rules or policies
to the detriment of the Company.
YELLOW CAKE ANNUAL REPORT 2023 35
The Company believes that uranium is structurally underpriced, and while the price may be volatile in the short
term, over a longer time frame the Company believes the price of uranium will increase.
Medium
The Company retains sufficient working capital to support its operations through short-term fluctuations. If
necessary, the Company could realise some of its uranium inventory to fund working capital.
The Company maintains the majority of its cash resources in US Dollars and converts funds raised in Sterling
to US Dollars as soon as practicable. However, prior to funds from a capital raise being settled, the Company is
exposed to fluctuations in the GBP/USD exchange rate, but only for short durations.
The Company manages this risk through complying with all tax regulations and ensuring that its local accounting
policies are in line with regional requirements.
The Company receives regular tax advice and opinions from its advisors and accountants to ensure it is aware of,
and can mitigate the effects on its tax position of, any changes in regulation.
Low
High
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risk management | continued
y
t
i
l
i
b
a
b
o
r
P
Very Likely
(5)
Likely
(4)
Possible
(3)
Unlikely
(2)
Rare
(1)
High Risk
1 a
1 c
4 a
4 b
7
8
9
10
14
Counterparty risk
Counterparty risk
Geopolitical risk
Geopolitical risk
Regulatory regime
Industry risk
Environmental risk
Social risk
Taxation risk
Extreme
High
11
b
12
14
4 a
4 b
8
Medium
1 b 1 d
a
11
10
9
1 a
7
5
6
13
Low
3
2
1 c
Very Minor (1)
Minor (2)
Moderate (3)
Major (4)
Catastrophic (5)
Consequence
Medium Risk
b
d
1
1
2
11 a
11 b
12
Counterparty risk
Counterparty risk
Cash flow risk
Governance risk
Governance risk
Uranium price risk
Low Risk
3
5
6
Pandemic risk
Key personnel
Key service providers
13
Foreign exchange risk
YELLOW CAKE ANNUAL REPORT 2023 36
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Viability
The ultimate success of Yellow Cake depends on its ability to
accretively grow its uranium holdings and generate profits.
The Company’s operations are not significantly income
generative. The Company relies on the proceeds of its regular
capital raises to acquire uranium and will usually set aside
sufficient cash to meet approximately three years’ working
capital requirements as at the date of the capital raise.
The Directors’ assessment of the Company’s viability covered
a three-year period to March 2026, which the Directors
believe is an appropriate timescale for existing and potential
risks and opportunities to crystalise. The choice of a three-
year viability period also aligns to the aforementioned working
capital policy following each equity raise and the three-year
cost forecasts.
The viability statement focusses on the existing business
of the Company and its ability to meet current contractual
commitments and operating costs from current cash balances
and, in “severe but plausible” scenarios, by realising or
borrowing against a portion of its uranium holdings.
The viability assessment takes account of the Company’s
current financial position, operations and contractual
commitments. The financial position includes the Company’s
cash balances, unleveraged balance sheet and realisable
uranium holdings. Potential financial and operational impacts
of the principal risks and uncertainties set out on pages 30
to 36 in severe but plausible scenarios were assessed. These
included the impact of movements in the uranium price,
foreign exchange fluctuations and operating risks, including
the residual ongoing impact of COVID-19 and Russia’s
invasion of Ukraine. Risk can never be fully eliminated, but can
be mitigated to a level which the Directors are prepared to
accept as necessary to execute the Company’s strategy.
The Company prepares detailed annual budgets against which
performance is assessed and regularly reviews its medium-
term working capital projections. Sufficient cash balances are
usually retained to cover at least three years’ working capital
requirements following a placing of shares or other capital
raise.
As at 31 March 2023, Yellow Cake had sufficient cash
balances to meet approximately 18 months of working capital
requirements, after taking into account commitments to
purchase USD66 million worth of U3O8 after the year end,
before it would need to raise additional funds for working
capital. The Company has no debt or hedges on the balance
sheet. The Company’s operating expenses are in part linked to
the underlying price of uranium. Our sensitivity analysis shows
that a 10% increase in the U3O8 price for 18 months would
reduce the Company’s current estimated working capital
surplus by less than a month of working capital requirements.
The Directors consider that within a three-year time horizon,
the Company can reasonably expect to secure additional
working capital as required through further equity issuances,
debt or the realisation of a portion of its uranium holdings.
Based on this assessment, the Directors have a reasonable
expectation that the Company will be able to continue
in operation and meet all liabilities as they fall due up to
March 2026.
YELLOW CAKE ANNUAL REPORT 2023 37
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate
governance report
Shareholders
The Board
Audit Committee
Remuneration
Committee
Nomination Committee
Yellow Cake plc elects to comply with the principles and
provisions of the UK Corporate Governance Code 2018
(the “Code”) insofar as appropriate given the Company’s
size, business, stage of development and resources. The
Company will seek to ensure that its governance processes
and procedures evolve appropriately as the business evolves
to continue to protect the interests of the Company and its
shareholders.
Jersey law imposes certain obligations and responsibilities
on the directors of a Jersey company, which arise principally
under Jersey customary law, under the Companies (Jersey)
Law 1991 and under the Company’s articles of association
(the “Articles”).
Governance structure
The Company’s Board of Directors (the “Board”) sets Yellow
Cake’s purpose, strategy and values, and is collectively
responsible for promoting and safeguarding the long-term
sustainable success of the Company. It assesses the basis
on which the Company generates and preserves value over
the long term. The Board is supported by, and delegates
certain matters to the Audit, Remuneration and Nomination
Committees.
YELLOW CAKE ANNUAL REPORT 2023 38
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Board of
directors
Non-Executive Directors at 31 March 2023
The Lord St John of Bletso (66)
Independent Non-Executive Director and
Chairman
Anthony St John has been a long-standing
Crossbench Independent Member of the House
of Lords. He has served on many Parliamentary
Select Committees and is Vice Chairman of both
the All-Party Parliamentary Africa Group and
the All-Party South Africa Group. He qualified
as a Solicitor in South Africa and worked for
over 20 years in the City of London. He serves
as a director and adviser to several UK listed and
unlisted companies, including IDH plc, Smithson
Investment Trust and Gulf Marine Services plc.
Amongst his business interests, his expertise
has focused on corporate governance, financial
restructuring and disruptive technologies. In
addition to Yellow Cake plc, he is also Chairman
of Strand Hanson.
Lord St John holds a Master of Law (LLM)
in Chinese and Maritime Law from London
University as well as degrees in BA, B.SocSc and
B.Proc in South Africa.
Sofia Bianchi (66)
Independent Non-Executive Director
The Hon Alexander Downer (71)
Independent Non-Executive Director
Alan Rule (61)
Independent Non-Executive Director
Claire Brazenall (38)
Independent Non-Executive Director
The Hon Alexander Downer AC served as
Australian High Commissioner to the United
Kingdom from 2014 to 2018. He has had
a long and distinguished political career in
Australia, serving as Australia’s Minister for
Foreign Affairs, from 1996 to 2007, making him
Australia’s longest- serving Foreign Minister.
Mr Downer also served as Opposition Leader
and leader of the Australian Liberal Party from
1994 to 1995, and he was a Member of the
Australian Parliament for Mayo for over 20
years. He was appointed a Companion of the
Order of Australia in 2013 and was awarded the
Centenary Medal in 2001. He is Executive Chair
of the International School for Government at
King’s College London.
Alexander Downer holds a Bachelor of Arts
(BA) (Hons) in Politics and Economics from
Newcastle University.
Sofia Bianchi is the Founding Partner of Atlante
Capital Partners, an advisory and turnaround
specialist in emerging markets. She was
previously Head of Special Situations, as well
as a member of the Investment Committee for
Debt and Infrastructure, at the CDC Group plc,
a development finance institution. Prior to this,
she was Head of Special Situations at BlueCrest
Capital Management.
Ms Bianchi served as a Deputy Managing
Director of the Emerging Africa Infrastructure
Fund with Standard Bank London and held
senior positions with the European Bank
for Reconstruction and Development. She
has extensive experience in banking, fund
management and mergers and acquisitions.
Sofia Bianchi is a non-executive director of
Ma’aden. She has also served as an independent
non-executive director of Endeavour Mining plc
and Kenmare Resources plc.
Ms Bianchi holds a Bachelor of Arts in
Economics from George Washington University
and a Master’s in Business Administration
(MBA) from the Wharton School.
Alan Rule has more than 25 years’ experience
as a Chief Financial Officer and Company
Secretary in the operating mining industry in
Australia, Africa and South America. He has
considerable experience in international
debt and equity financing of mining projects,
financial risk management, implementation of
accounting controls and systems, governance
and regulatory requirements, and mergers
and acquisitions.
Mr Rule was the CFO at Galaxy Resources
Limited, an ASX listed lithium company, for
four years until it merged with Orocobre Limited
in August 2021. His previous positions have
also included CFO of uranium producer Paladin
Energy Limited, Sundance Resources Limited,
Mount Gibson Limited, Western Metals Limited
and St Barbara Mines Limited. He is currently a
non-executive director of Leo Lithium Limited
and Ora Banda Limited both of which are listed
on the ASX.
Alan Rule holds a Bachelor of Commerce
(B.Com) and a Bachelor of Accountancy (B.Acc)
from the University of the Witwatersrand
and is a Fellow of the Institute of Chartered
Accountants (FCA) in Australia.
Claire Brazenall acts as in-house legal counsel
and Client Director of Langham Hall Fund
Management (Jersey) Limited, which provides
administrative services to the Company.
Claire Brazenall (Legal name, Claire Le Quesne)
has over 12 years of experience of the Jersey
funds industry. Prior to joining Langham Hall
Jersey in 2020, Ms Brazenall spent 10 years in
private practice with Carey Olsen Jersey LLP
where she gained a wealth of experience of
different fund structures and asset classes and
was heavily involved in providing regulatory
and structuring advice to a range of clients.
During her time at Carey Olsen Jersey LLP,
she was involved in the closings of over
US$100bn of investor commitments into
various fund structures.
Ms Brazenall has extensive experience in
liaising with the Jersey Financial Services
Commission (“JFSC”) and The International
Stock Exchange and has in-depth knowledge
of the relevant Codes of Practice and Jersey
financial services regulations. She is approved
as a principal person by the JFSC and currently
acts as a director on a number of regulated and
unregulated funds and Special Purpose Vehicles
(“SPV”) boards of client companies.
YELLOW CAKE ANNUAL REPORT 2023 39
Board composition
2
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Board of directors | continued
5
Executive Directors
Non-Executive Directors
Executive Directors
Board composition
Board diversity
Board tenure
2
3
1
5
4
6
Executive Directors
Non-Executive Directors
Male
Female
1 year
3-5 years
Board diversity
3
4
Male
Female
Andre Liebenberg (61)
Executive Director and Chief Executive Officer
Carole Whittall (51)
Executive Director and Chief Financial Officer
Andre Liebenberg is an experienced mining
industry professional and has extensive investor
marketing, finance, business development and
leadership experience. He has over 25 years’
experience in the resources industry including
private equity, investment banking, senior roles
within BHP Billiton and, prior to joining Yellow
Cake, at QKR Corporation, where he was Chief
Financial Officer. Andre’s previous roles within
BHP Billiton included Acting President for BHP
Billiton’s Energy Coal division, Chief Financial
Officer for the Energy Coal division, the Head
of Group Investor Relations and Chief Financial
Officer for the Diamonds and Specialty
Products division. These roles were based in
London, Melbourne and Sydney. Prior to joining
BHP Billiton, Andre worked for UBS in London
and the Standard Bank Group in Johannesburg.
Carole Whittall is a director and co-founder
of Mining Strategies Limited, which provides
M&A and transaction advisory services to the
metals and mining sector. She has 25 years’
management, corporate finance and mergers
and acquisitions experience in the metals and
mining sector. Most recently, she was Vice
President, Head of M&A at ArcelorMittal
Mining and a member of its Mining Executive
Team, responsible for global M&A, government
relations and corporate and social responsibility,
and served as a board member of subsidiary
companies and joint ventures. Previously, she
was with Rio Tinto where she held various
senior commercial and business development
roles. Her prior career was with JP Morgan
and Standard Corporate and Merchant Bank in
corporate finance.
Andre Liebenberg is a non-executive director of
Zeta Resources Limited.
He holds a Bachelor of Science (B.Sc) Elec. Eng.
from the University of Cape Town and a Master
in Business Administration (MBA) from the
University of Cape Town.
Carole Whittall holds a Bachelor of Science
(B.Sc) (Hons) Geology from the University
of Cape Town and a Master in Business
Administration (MBA) from the London
Business School.
YELLOW CAKE ANNUAL REPORT 2023 40
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
Compliance with the Code
The Company considers that it was compliant with the majority of the provisions of the Code during the year to 31 March 2023. References to where the Company applies the Code’s principles are
provided in the table that follows, which also explains areas of non-compliance. These mainly reflect the Company’s current size, stage of development and the scale and complexity of its activities.
The Board keeps any instances of non-compliance under review.
Part 1: Board leadership and company purpose
References
Areas of non-compliance
The members, structure and
activities of the Board are
discussed on pages 38 to 44.
Provision 5 – Yellow Cake’s workforce comprises its two Executive Directors and it is consequently not considered necessary to establish formal mechanisms for
engagement with the Company’s workforce. Yellow Cake’s Remuneration Committee monitors the size and nature of the Company’s workforce to determine, among
other things, the appropriate level of engagement required by the Company with its workforce. It also considers whether the committee’s role and responsibilities
should be expanded to include consideration of additional workforce-related matters. If Yellow Cake’s workforce increased significantly in the future, the Company
would favour mandating one of its Non-Executive Directors with responsibility for representing the interests of the workforce (alongside their other duties).
Part 2: Division of responsibilities
References
Areas of non-compliance
The division of responsibilities
among the Board is discussed
on page 47.
Provision 12 – The Board does not consider it necessary or desirable to appoint a Senior Independent Director at this stage, given the scale and complexity of
the Company’s activities. Those actions set out in the Code to be taken by a Senior Independent Director, including the recommendation that the Non-Executive
Directors should meet at least annually with the Senior Independent Director without the chair present to appraise the chair’s performance, will be taken by the
Board as a whole.
Provision 13 – While the Chairman will hold meetings with the Non-Executive Directors without the Executive Directors present as and when appropriate and
required, it is not currently anticipated that such meetings will take place on a regular basis due to the scale and complexity of the Company’s current activities.
Provision 15 – Individual Directors are not required to seek prior approval of the Board before undertaking additional external appointments. This is due to the
nature and extent of the Company’s activities and the benefit to the Company of directors’ complementary roles in the sector. Such appointments are required to be
disclosed to the Board. As the Company’s business develops, the Board will periodically assess whether such policy continues to be appropriate.
Part 3: Composition, succession and evaluation
References
Areas of non-compliance
The Board’s composition,
succession and evaluation are
discussed on pages 39 and 40
and page 44.
Provision 21 – The Directors complete an annual self-assessment to appraise the performance of the Board as a whole and feedback from the result is implemented,
where relevant. Given the Company’s size, stage of development and the scale and complexity of its activities, the Company does not consider it necessary at this
point to conduct an externally facilitated board evaluation. The Board may also undergo periodic informal assessment processes. Each of the Audit, Remuneration
and Nomination Committees reviews its effectiveness annually, in accordance with their terms of reference.
YELLOW CAKE ANNUAL REPORT 2023 41
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
Part 4: Audit, risk and internal control
References
Areas of non-compliance
Provision 25 – The Company does not currently have an internal audit function due to the current size and complexity of its activities. The decision as to whether or
not to establish an internal audit function shall be made by the Board upon the recommendation of the Audit Committee. The Audit Committee considers annually
whether there is a need for an internal audit function, taking into account the growth of the Company, the scale, diversity and complexity of the Company’s activities
and the number of employees, as well as cost and benefit considerations.
The role of the Board in this
area is primarily shown in the
Report of the Audit Committee
on page 50. More information
on the Company’s strategic
objectives and key risks to
the business are set out in the
Strategic Report on pages 2
to 37.
Part 5: Remuneration
References
Areas of non-compliance
The Company’s remuneration
policy and the Report of the
Remuneration Committee are
available on page 52 to 59.
Provision 33 – Given that Yellow Cake’s workforce currently comprises its two Executive Directors, the Remuneration Committee does not conduct a separate
review of workforce remuneration and related policies and the alignment of incentives and rewards with culture. The committee is mandated to monitor the size and
nature of the Company’s workforce in order to determine, among other things, whether its role and responsibilities should be expanded to include consideration of
additional workforce-related matters.
YELLOW CAKE ANNUAL REPORT 2023 42
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
Roles and responsibilities
The Board is led by the Chairman and comprises two
Executive Directors (the CEO and the CFO) and five
Independent Non-Executive Directors (including the
Chairman). The Board delegates certain authorities to the
Board Committees and to the Executive Directors, who are
responsible for the day-to-day management of the business.
The Board reserves certain decisions to ensure it retains
proper direction and control of the Company, and monitors
delivery against the Company’s strategy. These include:
• approval of financial statements, dividends and significant
changes in accounting practices;
• board membership and powers, including the appointment
and removal of Board members, determining the terms of
reference of the Board and establishing the overall control
framework;
• senior management appointments and remuneration;
• key commercial matters;
• risk assessment;
• financial matters including the approval of the budget and
financial plans, changes to the Company’s capital structure,
the Company’s assets strategy, acquisitions and disposals
of assets and capital expenditure; and
• other matters including health and safety policy, insurance
and legal compliance.
YELLOW CAKE ANNUAL REPORT 2023 43
Directors
In the year to 31 March 2023, at least half of the Board, excluding the Chairman, comprised Independent Non-Executive
Directors. Further detail on the Board members and their skills and experience can be found on pages 39 and 40.
The Board meets formally at least four times a year and is supported by the Audit, Remuneration and Nomination Committees.
In the year to 31 March 2023, the Board met eight times.
Date of
appointment
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Attendance
percentage
Meeting attendance
Number of meetings
The Lord St John of Bletso†
(Chairman)
Sofia Bianchi†
Claire Brazenall†*
01-Jun-18
01-Jun-18
09-Nov-22
The Hon Alexander Downer†
01-Jun-18
Emily Manning†**
Alan Rule†
Andre Liebenberg‡ (CEO)
Carole Whittall‡ (CFO)
Attendance percentage
31-Mar-21
01-Jun-18
01-Jun-18
01-Jun-18
8
8
8
3
8
5
8
8
8
3
N/A
3
N/A
3
N/A
3
N/A
N/A
4
4
4
N/A
4
N/A
4
N/A
N/A
1
1
1
N/A
1
1
1
N/A
N/A
100%
100%
100%
100%
100
100
100
100
100
100
100
100
†
Independent Non-Executive Director.
‡ Executive Director.
* Claire Brazenall was appointed to the Board on 9 November 2022.
** Emily Manning retired from the Board and Nomination Committee on 8 November 2022.
N/A Not applicable as not a member of the committee.
Any Director who has concerns which cannot be resolved about the running of the Company, or a proposed action, will ensure that
their concerns are recorded in the Board minutes at these meetings.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
Board focus areas in the 2023 financial year
The primary focus of Board deliberations during the 2023
financial year included:
• review and approval of the decision to place additional
shares in February 2023 and to apply the proceeds to
purchase additional uranium;
• review and approval of the 2022 financial statements and
the decision to not declare a dividend for the year;
• review and approval of the share buyback programme that
commenced in April 2022; and
• review of the Company’s strategy in the context of
prevailing conditions and the outlook for the uranium
market.
Board appointments and succession
planning
The Nomination Committee oversees appointments to the
Board and succession planning for both the Board and senior
management. These are based on merit and objective criteria,
including an assessment of the balance of skills, knowledge,
experience and diversity of the Board.
The provisions in the Articles state that all Directors are
required to retire at the first Annual General Meeting after
appointment and, thereafter, every three years. However, in
accordance with the Code, all Directors voluntarily submit
themselves for re-election on an annual basis.
It is intended that the Chairman should not remain in his
post for a period of more than nine years from the date of his
appointment to the Board.
Service agreements for the Non-Executive Directors are
terminable on 90 days’ notice (by either party) and are
available for inspection at the Company’s registered office.
Directors’ development
A comprehensive set of policies and manuals on regulatory
and compliance matters have been adopted by the Board.
Training on regulatory and compliance matters was provided
to the Directors ahead of the Company’s admission to AIM
in 2018 and time is set aside at least once annually at regular
Board meetings for supplementary training and updates. A
formal induction process is in place for new appointment to
the Board. Directors have access to the Company Secretary
and are entitled to seek professional advice at the Company’s
expense in connection with the affairs of the Company or the
discharge of their Directors’ duties.
The Directors conduct an annual evaluation process to
appraise the performance of the Board that assesses
areas including the Board’s role and responsibilities, the
appointment process, Board effectiveness, Board meetings,
the Board Chairman and the Company’s ethics. The Board will
monitor whether an externally facilitated appraisal should be
implemented as the Company’s business develops. In addition,
the Board may undergo periodic informal assessment
processes. In accordance with their terms of reference, each
of the Audit, Remuneration and Nomination Committees
reviews its effectiveness annually.
Ethics and integrity
The Board sets out the Company’s values, which form the
basis for the Code of Conduct (www.yellowcakeplc.com/
about/code-of-conduct/). The Directors seek to uphold those
values in their dealings with each other and when dealing with
third parties on the Company’s behalf. The Board is mindful
of the need to ensure that Yellow Cake’s values and culture
are maintained as its business evolves and will continue to
assess and monitor the Company’s culture, taking or seeking
assurances as to corrective action where necessary.
The whistleblowing policy sets out the Company’s
commitment to conducting its business openly and honestly.
It encourages all officers, contractors and other workers to
report any conduct that falls short of Yellow Cake’s standards
and emphasises the Company’s commitment to treating
all such disclosures in a confidential and sensitive manner.
The policy outlines the protection and support available
for whistleblowers. Given that Yellow Cake’s workforce
comprises two Executive Directors (the CEO and CFO), there
is currently no separate whistleblowing channel in place as
these Directors can raise any concerns directly with the Audit
Committee and Board.
Conflicts of interest
The Articles contain provisions governing conflicts of interest
and restrict Directors from voting on certain contracts and
arrangements in which they have an interest. The Directors’
service agreements require the Directors to devote sufficient
time to fulfil their duties to the Company. The Directors
hold external directorships and/or are partners in various
partnerships, and the Board is comfortable that these external
positions do not negatively affect the time they devote to the
Company.
YELLOW CAKE ANNUAL REPORT 2023 44
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
Regulatory matters
The Company’s share-dealing code for Directors and
employees aligns with the provisions of the Market Abuse
Regulation relating to dealings in the Company’s securities.
The Code sets out clearance procedures and additional
provisions for persons discharging managerial responsibilities.
The Company’s dealing policy defines the obligations of
Directors and employees in relation to conduct regarding
the use of inside information, and provides a summary of
applicable laws and possible sanctions in terms of the market
abuse regime. The Company will take all reasonable steps to
ensure compliance with the Code and policy.
Yellow Cake’s disclosure policy sets out the Company’s key
internal procedures, systems and controls that aim to ensure
that the Company complies with its obligations relating to
inside information under the Market Abuse Regulation, the
guidance set out in the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority and the Company’s
obligations relating to price-sensitive information under the
AIM Rules for Companies.
Anti-money laundering, anti-bribery and
corruption policy
Yellow Cake is committed to acting professionally, fairly and
with integrity in all business dealings and relationships, and
has a zero-tolerance for bribery and corrupt activities. The
Company recognises the importance of preventing money
laundering and terrorism financing and is committed to the
highest standards of anti-money laundering and combating
terrorist financing.
Economic sanctions and money laundering
Yellow Cake’s policy is to comply with all applicable
requirements of economic sanctions, trade control laws and
regulations. All counterparties and connected parties are
screened through risk-based due diligence on an ongoing
basis and before the Company enters into a counterparty
relationship or engages in a transaction. The screening aims
to identify money laundering or economic sanctions risk by
identifying persons who are blocked or subject to economic
sanctions restrictions maintained by the United Kingdom,
European Union, United States or the United Nations Security
Council. The Company may also screen the ultimate source
of uranium in a transaction and other persons with whom the
Company has dealings.
Diversity and inclusion
The Company values diversity and inclusion, and is committed
to promoting equal opportunities in employment. It complies
with all relevant anti-discrimination laws. Employees and job
applicants are treated equally regardless of age, disability,
gender reassignment, marital or civil partner status,
pregnancy or maternity, race, colour, nationality, ethnic or
national origin, religion or belief, sex or sexual orientation.
Recruitment and promotion will be conducted on the
basis of merit, against objective criteria that avoid unfair
discrimination.
Yellow Cake’s equal opportunities policy is applied to all
aspects of its operations, including recruitment, pay and
conditions, training, appraisals, promotion, conduct at work,
disciplinary and grievance procedures, and termination of
employment.
43% of Yellow Cake Directors are women, including the
Chief Financial Officer, and the Company therefore exceeds
the gender diversity requirements proposed by the UK
Financial Conduct Authority. Currently the Board does not
include a Director from a minority ethnic background and
the Nomination Committee will consider this requirement in
future appointments to the Board.
Risk management
The Board has overall responsibility for risk management and
determines the nature and extent of the principal risks the
Company is willing to accept to achieve its long-term strategic
objectives. Prudent and effective controls are in place to
assess and manage risks effectively, supported by appropriate
measures for whistleblowing and to manage conflicts of
interest. The Audit Committee is mandated to keep under
review the Company’s internal control and risk management
systems and to report to the Board.
The Executive Directors conduct regular assessments to
identify and quantify the risks that face the Company’s
operations and functions, and to assess the adequacy of
the prevention, monitoring and mitigation practices in place
for those risks. The Board reviews the risk assessment and
risk management processes carried out by the Executive
Directors for completeness and accuracy, and receives regular
updates from management.
More information on the Company’s risk management
processes, the primary risks and opportunities facing the
Company and the internal control system is available on pages
30 to 36 and on pages 60 and 61.
YELLOW CAKE ANNUAL REPORT 2023 45
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
Shareholders and other stakeholders
The Board values its dialogue with stakeholders. As a Jersey-registered company, Yellow Cake is not required to prepare a s172 statement in accordance with UK legislation. However, it remains the
policy of the Company to comply with high standards of corporate governance and we have voluntarily chosen to report how we take our stakeholders into consideration in running the business.
Yellow Cake’s stakeholders include its shareholders, investors, analysts, employees (the Company’s two Executive Directors), regulators, suppliers and customers.
In performing their duties, the Directors consider and aim to act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a
whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the UK Companies Act, 2006 and Article 74(1) of the Companies (Jersey) Law 1991).
In particular, the Board considers the following:
(a) The likely long-term consequences of any
decision.
(b) The interests of the Company’s employees.
The Board sets Yellow Cake’s purpose, strategy and values, and is collectively responsible for promoting and safeguarding the Company’s
long-term sustainable success. Performance is assessed against detailed annual budgets and the Board regularly reviews its medium-term
working capital projections. The Company usually aims to retain cash balances sufficient to cover approximately three years’ working capital
requirements following a placing of shares or other capital raise. More information is available in the Viability Statement on page 37.
Our talented, experienced and motivated Executive Directors (being the only employees of the Company) are key to the success of our
Company. Yellow Cake is committed to employing a diverse and balanced team to ensure an effective and talented workforce at all levels of
the organisation, including the Board. The value we place on equal opportunities and diversity of ideas, skills, knowledge, experience, culture,
ethnicity and gender is evident in our daily operations and formalised in our policies and procedures. Our recruitment policy is to appoint
individuals based on their skills, experience and suitability to the role, as well as their contribution to promoting diversity in the workforce.
(c) The need to foster the Company’s business
relationships with suppliers, customers and
others.
Our focus on long-term strategic thinking, and ability to foster close working relationships with our key strategic suppliers and advisers, in
particular Kazatomprom, enable Yellow Cake to build deep and valuable relationships that help us to fulfil our strategy. Refer to page 6 for more
information on Yellow Cake’s key business relationships.
(d) The impact of the Company’s activities on
society, the environment and Yellow Cake’s
reputation.
The Company’s activities create minimal direct social and environmental impacts. The Board nevertheless conducts due diligence on the
Company’s suppliers and business partners to ensure that they take a responsible approach to governance and environmental, social and ethical
practices. Further information can be found on pages 23 and 24.
(e) The importance of maintaining the Company’s
reputation for high standards of business
conduct.
Yellow Cake is a Jersey-incorporated, Jersey tax domiciled Company which is quoted on AIM. Notwithstanding the reduced requirements of
an AIM listing, we are committed to complying with the applicable regulatory requirements in both Jersey and the UK, and operating to high
standards of corporate governance. This corporate governance report illustrates how the Board and its Committees support business activities
while maintaining a strong governance culture.
(f) The need to act fairly between members of the
Company.
The Board of Directors is committed to behaving in a responsible manner towards our shareholders and treating them fairly and equally, so they
too may benefit from the successful delivery of our strategy. The Chairman and Non-Executive Directors meet regularly as part of the Board's
responsibility to ensure all shareholders are treated equally.
YELLOW CAKE ANNUAL REPORT 2023 46
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
The Company proactively facilitates opportunities for
engagement with its stakeholders, particularly with
shareholders, investors and analysts. These include
participating in investor roadshows and conferences,
conference calls, investor briefings with industry experts,
media briefings, interviews, presentations and at the Annual
General Meeting. Day-to-day queries raised by stakeholders
are addressed by either the CEO or the CFO. The Chairman is
also available to the Company’s major shareholders to discuss
governance, strategy and performance, and ensures that the
views of shareholders are clearly communicated to the Board.
The chairs of the Board Committees will seek engagement
with shareholders on significant matters related to their areas
of responsibility when relevant. The outcomes of meetings
between members of the Board and shareholders are
regularly communicated to the Board (including the Non-
Executive Directors), including at Board meetings. Should
20% or more of shareholder votes be cast against the Board’s
recommendation for a resolution, the Company will follow the
consultation and other requirements set out in the Code. At
the 2022 Annual General Meeting held on 7 September 2022,
all resolutions were passed with more than 80% shareholder
approval.
Annual general meeting
Yellow Cake’s 2023 Annual General Meeting will be held
at 10:30 a.m. (UK time) on Wednesday, 6 September 2023
at 3rd Floor, Gaspé House, 66-72 The Esplanade, St Helier,
Jersey, JE1 2LH. The notice of the Annual General Meeting
will be available on our website and includes the full text of the
separate resolutions proposed in respect of each substantive
issue, together with accompanying explanatory notes and
important information.
YELLOW CAKE ANNUAL REPORT 2023 47
Division of responsibilities
The roles of Chairman and CEO of Yellow Cake are separate and clearly delineated. A written statement of the division of
responsibilities between the Chairman and the CEO is in place and was approved by the Board. The Chairman meets the
independence criteria set out in the Code.
Role and responsibilities of the Chairman Role and responsibilities of the CEO
Role and responsibilities of the CFO
• Leads the Board and is responsible for
its effectiveness, including by facilitating
active participation by all members of the
Board.
• Sets corporate strategy and the direction
of the Company, in conjunction with the
Board.
• Organises the day-to-day operations of
• Ensures effective communication
the Company.
between the Directors more generally
to promote a culture of openness and
debate.
• Oversees risk management.
• Manages corporate actions.
• Ensures that the Company maintains
• Has overall responsibility for
financial reporting, including
budgets, monthly reports and
annual accounts.
• Sets the Company’s tax policy.
• Maintains adequate control
procedures.
• Supports the CEO regarding risk
management, compliance and
corporate actions.
• Ensures that the Board has the necessary
information to fulfil its duties and that
Board meetings are effectively run.
• Promotes and oversees the highest
standards of corporate governance.
• Provides support and counsel to the CEO
and CFO if requested.
compliance with all relevant regulatory
bodies.
• Has a key role in stakeholder engagement
• Also plays a key role in stakeholder
in the Company, including managing
investor relations and engagement with
investors, and engaging with suppliers,
prospective suppliers, regulators and
prospective providers of capital.
engagement initiatives.
The Board does not currently consider it necessary or desirable to appoint a senior independent director, given the stage of
the Company’s development. The responsibilities of the senior independent director are shared between the Non-Executive
Directors.
More information regarding the role and responsibilities of the Chairman, Board, CEO and CFO is available on our website at
https://www.yellowcakeplc.com/wp-content/uploads/2019/07/Role-of-Board-Chairman-CEO-and-CFO-.pdf.
Company Secretary
LHJ Secretaries Limited provides company secretarial services to the Company and advises the Board on all governance matters.
Directors have unfettered access to the Company Secretary and removal of the Company Secretary is a matter for the Board as a
whole.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
Board committees
The terms of reference of the three Board committees are
available for inspection at the Company’s registered office
and on our website at www.yellowcakeplc.com/investors/
the-board/board-committees. In accordance with their terms
of reference, each of the committees reviews its effectiveness
annually.
Audit Committee
Audit Committee members
Alan Rule (Chairman)
Sofia Bianchi
The Hon Alexander Downer
Independent
Non-Executive Director
Independent
Non-Executive Director
Independent
Non-Executive Director
The Audit Committee assists the Board in fulfilling its
responsibilities by, inter alia, reviewing and monitoring the
integrity of the financial statements of the Company, ensuring
that the Company’s financial statements comply with the
requirements of the Code and overseeing the Company’s
relationship with its external auditor. The committee is also
mandated to keep under review the Company’s internal
control and risk management systems and to report to the
Board. In line with the recommendations of the Code, the
Board Chairman is not a member of the Audit Committee.
The Chief Financial Officer and external auditor are invited
to meetings of the Audit Committee on a regular basis and
other non-members may be invited to attend all or part of any
meeting as and when appropriate.
YELLOW CAKE ANNUAL REPORT 2023 48
The Audit Committee comprises three Independent Non-
Executive Directors and meets at least twice each financial
year. It has unrestricted access to the Company’s auditor.
During the year under review, the committee met three times
and attendance is shown on page 43.
The Remuneration Committee comprises four Independent
Non-Executive Directors. It is intended that any person who is
appointed as the Chair of the Remuneration Committee in the
future should have at least 12 months’ experience serving on a
Remuneration Committee prior to appointment.
More information on the roles and responsibilities of the Audit
Committee and its activities during the year to 31 March
2023 is available in the Report of the Audit Committee on
pages 50 and 51.
The committee met four times in the year to 31 March 2023.
More information on the roles and responsibilities of the
Remuneration Committee and its activities during the year is
available in the Director’s Remuneration Report on pages 52
and 53.
Remuneration Committee
Remuneration
Committee members
The Hon Alexander Downer
(Chairman)
Independent
Non-Executive Director
The Lord St John of Bletso
Sofia Bianchi
Alan Rule
Independent
Non-Executive Director
Independent
Non-Executive Director
Independent
Non-Executive Director
The Remuneration Committee’s responsibilities include
setting the remuneration policy for Executive Directors and
for determining the total individual remuneration package of
the Chairman and the Executive Directors. In determining
remuneration policy, the committee takes account of the need
to align executive remuneration to the Company’s purpose
and values and to clearly link this to the successful delivery of
the Company’s long-term strategy.
Nomination Committee
Nomination
Committee members
The Lord St John of Bletso
(Chairman)
Independent
Non-Executive Director
The Hon Alexander Downer
Sofia Bianchi
Alan Rule
Independent
Non-Executive Director
Independent
Non-Executive Director
Independent
Non-Executive Director
The Nomination Committee assists the Board in fulfilling its
responsibilities by, inter alia, reviewing the structure, size and
composition of the Board, as well as the Board Committees.
When evaluating the composition of the Board, the committee
considers the length of service of the Board as a whole and
any requirements as to tenure set out in the Code.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate governance report | continued
The committee oversees appointments to the Board and is
responsible for overseeing a diverse pipeline for succession to
both the Board and senior management. Appointments and
succession plans are based on merit and objective criteria,
and new appointments to the Board are subject to a rigorous
approval process. Within this context, the committee aims to
promote diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths.
The Nomination Committee comprises the Independent
Non-Executive Directors and meets at least once each year.
During the year under review, the committee met once and
attendance at this meeting is shown on page 43.
The committee’s terms of reference stipulate that the
Chairman of the Nomination Committee will not chair
the committee when dealing with the appointment of his
successor.
It is intended that an external search consultant will generally
be used for the appointment of the Chairman or a Non-
Executive Director, although the Nomination Committee may
deviate from this where appropriate to ensure, for example,
that an incoming appointee has at least the equivalent skill set
of an outgoing appointee.
The duties of the Nomination Committee include:
• regularly reviewing the structure, size and composition
(including the skills, knowledge, experience and diversity) of
the Board and making recommendations to the Board with
regard to any changes;
• succession planning for Executive and Non-Executive
Directors and in particular for the key roles of Chairman
and Chief Executive;
•
identifying and nominating candidates to fill Board
vacancies for the approval of the Board when these arise;
• reviewing the leadership needs of the Company, both
Executive and Non-Executive; and
• making recommendations to the Board regarding:
o membership of Board Committees in consultation with
the chairpersons of those committees;
o the reappointment of any Non-Executive Director at
the conclusion of their specified term;
o the re-election by shareholders of any Director
under the re-election provisions of the Code or the
“retirement by rotation” provisions in the Articles; and
o matters relating to the continuation in office of any
Director including the suspension or termination of
service of an Executive Director as an employee of the
Company subject to the provisions of the law and their
service contract.
Nomination Committee focus areas in the
2023 financial year
During the year under review, the primary focus areas of the
Nomination Committee included:
• reviewing the leadership needs of the Company; and
• reviewing the requirements for annual re-election
of Directors under the Code for the financial year
commencing 1 April 2022.
The Nomination Committee recommended to the Board
that each of the Directors be submitted for re-election at the
Annual General Meeting on 6 September 2023.
YELLOW CAKE ANNUAL REPORT 2023 49
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Report of the
Audit Committee
Report of the Audit Committee
The Audit Committee gives due consideration to applicable
laws and regulations, the provisions of the Code, the
requirements of the Companies (Jersey) Law 1991 and the
requirements of the London Stock Exchange’s rules for AIM
companies, as appropriate.
The committee comprises three Independent Non-Executive
Directors, all of whom have relevant financial experience
through the various leadership roles they have held. The
Chairman of the committee is a Fellow of the Institute of
Chartered Accountants of Australia and New Zealand. Details
of the Directors’ qualifications and experience are provided
on pages 39 and 40. The Audit Committee has access to
sufficient resources to carry out its duties, including access to
the Company Secretary for assistance as required.
The Chairman of the committee reports formally to the Board
on its proceedings after each meeting on all matters within
its duties and responsibilities, and how it has discharged its
responsibilities. He attends the Annual General Meeting to
answer questions concerning the committee’s work.
The committee conducts an annual review of its effectiveness
as well as its constitution and terms of reference to ensure it is
operating effectively. Changes arising from these reviews are
recommended to the Board for approval.
The committee’s full terms of reference are available on our
website at www.yellowcakeplc.com/investors/the-board/
board-committees.
Key duties of the Audit Committee include:
• monitoring the integrity of the Company’s financial
reporting;
YELLOW CAKE ANNUAL REPORT 2023 50
• reviewing the consistency of, and any changes to,
accounting policies both on a year-on-year basis and across
the Company, and reviewing whether the Company has
followed appropriate accounting standards and made
appropriate estimates and judgements, taking into account
the views of the external auditor;
• reviewing the Company’s internal financial controls and
internal control and risk management systems;
• reviewing the adequacy and security of the Company’s
whistleblowing facilities for employees and contractors,
and ensuring that these facilities allow for investigation
and appropriate follow up action in respect of any reports
made;
• reviewing the Company’s systems, procedures and controls
for detecting fraud, the Company’s anti-money laundering
and bribery systems and controls, and the adequacy and
effectiveness of its compliance function, including with
regard to economic sanctions regulations;
• considering annually whether there is a need for an
internal audit function, taking into account the growth of
the Company, the scale, diversity and complexity of the
Company’s activities and the number of employees, as well
as cost and benefit considerations;
• making recommendations to the Board (to be put to
shareholders for approval at the Annual General Meeting)
in relation to the appointment of the external auditor;
• managing and overseeing the relationship with the
external auditor, including their terms of engagement and
remuneration; and
• meeting regularly with the external auditor and reviewing
their findings.
Financial reporting
The Audit Committee reviewed and assessed the Company’s
financial reporting in the 2023 financial year, including its half-
year report, results announcements and this Annual Report.
This review included, where appropriate:
• an assessment of the consistency of, and changes to,
accounting policies, estimates and judgements;
• the methods used to account for significant or unusual
transactions;
• the appropriateness of the accounting standards used;
• obtaining independent tax advice;
• the clarity and completeness of disclosures and the context
in which statements are made; and
• a review of material disclosures regarding audit and risk
management in the financial statements, including in the
strategic report and this corporate governance statement.
In reviewing the Company’s financial statements, the Audit
Committee considered the Company’s accounting policies,
particularly in relation to the uranium investment, and the
accounting estimates and judgements as described on pages
75 and 76. In addition to the publicly released reports, the
committee’s review covered management reports as well as
reports from and discussions with the external auditor.
The Audit Committee provided comment and feedback on this
Annual Report before finalisation and approval. The review
concluded that, taken as a whole, this Annual Report is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Report of the Audit Committee | continued
Internal audit
The Audit Committee annually considers the need for
an internal audit function in the context of the growth of
the Company, the scale, diversity and complexity of the
Company’s activities and the number of employees, as well
as cost and benefit considerations. The Audit Committee has
concluded that it is currently not necessary for the Company
to have an internal audit function given that the business has a
high degree of senior oversight by the CEO and CFO.
External auditor
The Audit Committee oversees the Company’s relationship
with the external auditor, RSM UK Audit LLP, who have been
the Company’s external auditor since its listing in 2018. The
committee has recommended to the Board that shareholders
be asked to approve the reappointment of RSM UK Audit
LLP as auditor at the Annual General Meeting. The Audit
Committee discharged its duties regarding the Company’s
interactions with its external auditor in accordance with
its terms of reference during the year to 31 March 2023,
including:
• approving the engagement of the external auditor;
• reviewing and approving the annual audit plan;
• meeting regularly with the external auditor. The committee
also met with the external auditor without management
being present, to discuss their remit and any issues arising
from the audit;
• reviewing the findings of the audit of the financial
statements for the year ended 31 March 2023 with the
external auditor;
• reviewing the management representation letter
requested by the external auditor before it was signed by
management and management’s response to the auditor’s
findings and recommendations; and
• reviewing the effectiveness of the audit process.
Given the size and nature of the Company’s business, the
Audit Committee is able to work directly with the auditor to
assess its effectiveness, and also received feedback from the
CFO. The year under review is the Company’s fifth financial
year and consequently there are no current plans to put the
appointment of its auditor through a formal tender process.
Non-audit services
A formal policy is in place to govern non-audit services
provided by the external auditor to safeguard independence
and objectivity. In the current year, there were no non-audit
services performed by RSM UK Audit LLP (2022: none).
Whistleblowing
Yellow Cake’s workforce comprises two Executive Directors
(the CEO and CFO) who can raise any concerns directly
with the Audit Committee and Board. While there is a
formal whistleblowing policy in place (see page 44), there
is currently no separate whistleblowing channel in place.
No whistleblowing reports were received by the Audit
Committee during the year.
Risk management and internal control
The Board has mandated the Audit Committee to keep the
Company’s internal control and risk management systems
under review. These systems support the integrity of the
financial reporting process and the preparation of accounts.
They include policies and procedures to ensure that adequate
accounting records are maintained and transactions are
recorded accurately and fairly to permit the preparation
of financial statements in accordance with UK-adopted
International Accounting Standards. The key elements of
the Company’s system of internal controls are discussed on
pages 60 and 61 of this report.
The committee reviews the system of internal controls and
regularly assesses its effectiveness. Feedback from the
external auditor arising from issues identified during its
engagement informs the committee’s assessment, particularly
feedback relating to any control weaknesses and the
responses from management to these issues. During the year
the committee reviewed the Company’s risk management
and material controls, including financial, operational and
compliance controls, and concluded that these were effective
and appropriate given the size and nature of the Company.
Audit Committee focus areas for the 2024
financial year
The primary focus areas for the Audit Committee in the year
ahead will be:
• financial reporting;
• risk management; and
•
internal controls.
Alan Rule
Audit Committee Chair
18 July 2023
YELLOW CAKE ANNUAL REPORT 2023 51
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’
remuneration report
Dear Shareholder,
It is with great pleasure that I present the Company’s
Directors’ Remuneration Report for the year ended
31 March 2023.
Yellow Cake’s remuneration policy, outlined on pages 54 and
55, is designed to attract, retain and motivate the quality of
Directors and employees required to develop and implement
the Company’s business strategy and run a successful and
sustainable business for the benefit of all stakeholders.
The policy is consistent with the Company’s values, culture,
remuneration philosophy and business strategy. Above
all, it has been designed to be simple. The remuneration
policy which was applied in the year under review was
developed in the 2022 financial year with the assistance
of independent remuneration consultants, Deloitte LLP.
Deloitte LLP provides no other services to, and has no other
connection with, the Company.
Remuneration outcomes for the year
under review
Yellow Cake plc’s workforce comprises two employees, its
CEO and CFO. Management culture is to focus on successful
outcomes and the Company’s business strategy is to achieve
this by investing in long- term holdings of U308.
From 1 April 2022, the remuneration policy comprises
three components:
• A base salary.
• An annual bonus of up to 50% of base salary for the CEO
and CFO, typically paid in cash, based on the achievement
of key strategic objectives.
• A long-term incentive in the form of share options with a
face value of up to 75% of base salary for the CEO and 45%
of base salary for the CFO. The exercise price for awards
will continue to be based on the estimated net asset value
of the Company at grant date or the share price at grant
date, whichever is higher.
The short- and long-term incentives were designed to reward
growth and take account of risks through equity participation,
and to align executive rewards with shareholder returns.
This is the second year in which the current remuneration
policy has been applied. The Board evaluated the performance
of the Executive Management of the Company against the
corporate objectives agreed by the Board at the beginning of
the financial year. The annual bonuses for the year were based
on executive performance measured against a scorecard of
performance targets, which was summarised in the 2022
annual report. Based on this assessment, the Remuneration
Committee determined to award a cash bonus equal to 50% of
base salary. Further detail is provided on page 55.
The Remuneration Committee resolved to award long-term
incentive options equivalent to 75% of base salary to the CEO
and 45% of base salary to the CFO in respect of the 2024
financial year. Long-term incentive awards granted on
24 February 2020, vested in the year under review.
The Remuneration Committee reviewed the base salaries
of the Executive Directors and proposed to increase these
with effect from 1 April 2023 from USD240,000 to
USD264,000 (10% increase) for the Chief Executive Officer
and from USD170,000 to USD187,000 (10% increase)
for the Chief Financial Officer.
Alexander Downer
Remuneration Committee Chair
18 July 2023
YELLOW CAKE ANNUAL REPORT 2023 52
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ remuneration report | continued
Responsibilities of the Remuneration
Committee
The Remuneration Committee is responsible for, among other
things, determining the total individual remuneration package
of the Chairman and the Executive Directors in accordance
with the terms of the Company’s remuneration policy,
determined in conjunction with the Board.
The committee comprises four Independent Non-Executive
Directors and meets at least twice a year. During the year
under review, the committee met four times. Details of
the committee members and their record of attendance at
meetings during the year are available on pages 48 and 43.
Key duties of the Remuneration Committee include:
• determining and agreeing with the Board the policy for
the remuneration of the Chairman of the Board and
the Executive Directors, including pension rights and
compensation payments;
• recommending and monitoring the level and structure of
remuneration for senior management;
• within the terms of the agreed policy and in consultation
with the Chairman and/or CEO as appropriate, determining
the total individual remuneration package of the Chairman
and the Executive Directors;
• ensuring there is an appropriate level of engagement
with the CEO and CFO (currently the Company’s only
employees) to monitor the continued effectiveness of the
Company’s remuneration policy and practice; and
• reviewing the operation of share option schemes and the
granting of such options.
YELLOW CAKE ANNUAL REPORT 2023 53
The full terms of the reference for the committee are available
on our website at www.yellowcakeplc.com/ investors/the-
board/board-committees.
• maintain an ongoing review of remuneration levels and
structures for Executive Directors, the Chairman and Non-
Executive Directors.
The remuneration of Non-Executive Directors is a matter
for the Board or the Shareholders, within the limits set in
the Articles. No Director is involved in any decisions as to their
own remuneration.
Annual report on Directors’ remuneration
This report describes the Company’s remuneration policy and
remuneration outcomes for Executive Directors for the year
ended 31 March 2023.
Activities during the 2023 financial year
During the year to 31 March 2023, the Remuneration
Committee discharged its duties by:
• reviewing and approving the Executive Directors’ annual
bonus performance scorecard for the 2023 financial year;
• reviewing the short-term and long-term incentive scheme
to ensure continued alignment with the Company’s
strategy;
• maintaining an ongoing review of remuneration levels
and structures for Executive Directors, the Chairman and
Non-Executive Directors; and
• reviewing relevant provisions of the Code.
Focus areas for the 2024 financial year
The main objectives for the Remuneration Committee in the
financial year ending 31 March 2024 will be to:
• review and approve the Executive Director annual bonus
performance against the scorecard for the 2024 financial
year;
• review the short-term and long-term incentive scheme
to ensure continued alignment with the Company’s
strategy; and
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ remuneration report | continued
The table below describes the components of the Company’s remuneration policy for Executive Directors and as such provides the framework for their future remuneration.
Remuneration element
Purpose, link to strategy and operation
Opportunity and performance metrics
Remuneration Committee discretion
Salaries are benchmarked to the relevant market
median, taking account of the individual’s time
commitments to the Company.
Salaries may be reviewed annually by the committee.
The committee sets annual targets and weightings,
and performance is measured over a single
financial year.
The annual bonus will normally be paid in cash
(unless circumstances at year-end are such that
payment in cash is not appropriate, in which case
the award will be in shares) and will be capped at a
maximum of 50% of salary.
The committee may make upwards and downwards
adjustments to bonus awards to ensure they are
consistent with the underlying performance of
the business or to give effect to malus or clawback
provisions.
Performance targets may be amended if there is
a significant event which causes the committee
to believe that the original targets are no longer
achievable or appropriate.
Salary
A base annual salary is essential to attract and retain
key executives. It is reviewed annually based on:
• role, experience and individual performance;
• external market practices; and
• the general economic environment.
Benefits and pension
Directors are not entitled to any non-cash benefits
or company pension contributions.
Annual bonus
The annual bonus rewards achievement of annual
key performance indicators (“KPIs”). Bonus awards
are determined after the relevant year-end based on
the committee’s assessment of achievement against
the KPI targets.
YELLOW CAKE ANNUAL REPORT 2023 54
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ remuneration report | continued
Remuneration element
Purpose, link to strategy and operation
Opportunity and performance metrics
Remuneration Committee discretion
Long-term incentive
The long-term incentive aims to align the interests
of management and shareholders, and encourages
retention. Long-term incentives may be granted
annually and currently take the form of market-priced
share options.
The long-term incentive options are exercisable if the
share price at the exercise date is greater than the
net asset value per share as at the date of grant and
subject to continued employment by the Company.
The exercise price of the options multiplied by the
number of options granted is capped at 75% of salary
for the CEO and 45% of salary for the CFO.
Vesting is subject to an underpin based on satisfactory
business and individual performance and the share
price exceeding the prevailing net asset value at the
date of grant. The exercise price per share is set at the
higher of the average market price in the week prior to
the grant date and the estimated net asset value per
share on the grant date.
The committee retains the discretion to give effect
to malus and clawback provisions, and to impose
additional conditions on the vesting of incentive
awards, should it wish to do so.
Executive Directors’ recruitment policy
Remuneration packages for new Executive Directors will be
determined by the Remuneration Committee and designed in
accordance with the remuneration policy, provided that the
committee, in consultation with the Nomination Committee,
may exercise its discretion to depart from the policy described
above if necessary to secure the recruitment of a new
Executive Director.
Non-Executive Directors’ appointment and
remuneration
The remuneration of Non-Executive Directors is determined
by the Board in accordance with the Company’s articles
of association and does not include performance-related
incentives. Non-Executive Directors are engaged by letter of
appointment terminable on three months’ written notice from
either the individual or the Company.
Terms of the Executive Directors’ service
contracts
Executive Directors are engaged on rolling service contracts,
which provide for three months’ written notice of termination
from either the individual or the Company.
Termination policy
Any compensation payment made to an Executive Director for
termination of employment will be determined with reference
to the terms of the individual’s service agreement, the rules of
any incentive plan in which the individual is a participant and
the individual’s obligation to mitigate loss.
Implementation of the remuneration policy
in the 2023 financial year
Salary in respect of the 2023 financial year
The salaries applicable at the beginning of the 2022 and 2023
financial years and proposed base salary for the financial year
ending 31 March 2024 are shown in the table below:
Base salary
Chief Executive
Officer
Chief Financial
Officer
2022
USD’000
2023
USD’000
2024
USD’000
212.3
240.0
264.0
165.0
170.0
187.0
Annual bonus
The annual bonus is based on commercial targets and
was capped at 50% of base salary for the 2023 financial
year, subject to performance, as determined by the Board.
The bonus awards normally take the form of cash, unless
circumstances at year-end are such that payment in cash is
not appropriate, in which case the award will be in shares. In
respect of the 2022 and 2023 financial years, annual bonuses
were paid in cash and no share-based annual bonus awards
were made.
Annual bonus awards in respect of the 2023 financial year
The annual bonus calculation for the 2023 financial year
assessed:
• Corporate performance, comprising:
– management of the discount to net asset value related
to actions such as share buybacks, strategic transactions
and net asset value accretive uranium purchases;
– cost effective growth in the Company’s uranium
inventory and effective capital raising to fund the
uranium purchases;
– financial control and risk management; and
– reporting and budgeting.
YELLOW CAKE ANNUAL REPORT 2023 55
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ remuneration report | continued
• Reputation, stakeholder engagement and investor
relations, comprising:
delivered effectively against the KPIs outlined in the
performance scorecard for the 2023 financial year.
• Reputation, stakeholder engagement and investor
relations, comprising:
– execution of an effective investor relations programme;
– engagement with equity and debt providers;
– ongoing management of the ESG framework, policies
and reporting; and
– engagement with suppliers, prospective suppliers
and regulators and other stakeholders and potential
stakeholders as appropriate.
During the year ended 31 March 2023, the Executive
Directors led a successful equity placement, raising
USD74.3 million and implemented transactions (completed
or committed) that increased the Company’s U3O8 holdings
by approximately 7%. In May 2022, the Executive Directors
completed a USD3 million share buyback programme that
repurchased 566,833 shares at a 10.4% volume weighted
average discount to net asset value, effectively acquiring
exposure to uranium at a discount to the commodity
spot price. They also undertook significant shareholder
engagement with a view to maintaining investor interest in the
context of fundamental changes in the uranium market.
The Remuneration Committee considers that these actions
have created significant shareholder value, notably through
the equity raise and the subsequent use of these proceeds
to purchase 1.35 million lb of U3O8 during the financial year
for delivery in September 2023, which will increase the
Company’s holdings to 20.16 million lb of U3O8 acquired
at an average cost of USD32.30/lb. Operating costs were
effectively managed to budget. As such, the Remuneration
Committee considers that the Executive Directors have
Based on the performance scorecard for the 2023 financial
year, the Remuneration Committee has resolved at its
discretion to award bonuses, equivalent to 50% of base salary,
as set out below (2022: 70% of base salary). The bonuses will
be paid in cash.
Chief Executive Officer
Chief Financial Officer
USD ’000
120.0
85.0
Annual bonus awards in respect of the 2024 financial year
The Remuneration Committee reviewed the annual bonus
performance scorecard for the 2024 financial year.
The maximum annual bonus opportunity for the 2024
financial year was set at 50% of base salary, based on
satisfactory business and individual performance, as
determined by the Board, in the following areas:
• Corporate performance, comprising:
– management of the discount to net asset value related
to actions such as share buybacks, strategic transactions
and net asset value accretive uranium purchases;
– cost effective growth in the Company’s uranium
inventory and effective capital raising to fund the
uranium purchases;
– financial control and risk management; and
– reporting and budgeting.
– execution of an effective investor relations programme;
– engagement with equity and debt providers;
– ongoing management of the ESG framework, policies
and reporting; and
– engagement with suppliers, prospective suppliers
and regulators and other stakeholders and potential
stakeholders as appropriate.
Long-term incentive
The long-term incentive takes the form of a share option
scheme that grants options to acquire shares in the Company
exercisable not earlier than three years after grant, save in
certain circumstances including a change of control of the
Company. The options expire 10 years after the date of grant
and are subject to a post-vesting holding period of not less
than two years (although permission may be granted to sell
shares in order to meet tax liabilities). For any annual grant of
long-term incentive options, the exercise price of the options
multiplied by the number of options granted is capped at 75%
of salary for the CEO and 45% of salary for the CFO.
The long-term incentive award for a financial year is usually
granted at the beginning of that financial year. Each option
gives the right to acquire one share in the Company. The
exercise price per share is set at the higher of the average
share price in the week prior to the grant date and the
estimated net asset value per share on the grant date.
Vesting is subject to an underpin based on satisfactory
business and individual performance, the share price
exceeding the prevailing net asset value at the time of
YELLOW CAKE ANNUAL REPORT 2023 56
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ remuneration report | continued
grant, and is generally subject to continued employment by the Company. The Remuneration
Committee retains the discretion to impose additional performance conditions on the vesting of
incentive awards, should it wish to do so.
Long-term incentive awards in respect of the 2023 financial year
The following long-term incentives were awarded on 3 November 2022 in relation to the 2023
financial year. Refer to Note 9 to the Financial Statements for more details:
Face value
of 2023
long-term
incentive
award
USD’000
Face value
of award
as a %
of base
salary
Chief Executive Officer
180,000
Chief Financial Officer
76,500
75
45
Share
options
awarded
33,162
14,094
Value at
award
date
Vesting
date
42,805 3 November
2025
18,193 3 November
2025
Total
256,500
47,256
60,998
Face value means number of shares under award multiplied by the higher of the average share
price over the five consecutive dealing days prior to the date of grant and net asset value per
share at the grant date.
Details of the long-term incentive options held by the Executive Directors at year-end are as
follows:
Chief Executive Officer
– FY2020
– FY2021
– FY2022
– FY2023
Total
Chief Financial Officer
– FY2020*
– FY2021
– FY2022
– FY2023
Share
options
awarded
Date of
award
Exercise
price
Value at
award
date
USD’000
Vesting
date
84,480 24 February
2020
GBP2.13
34 24 February
2023
78,262
8 July 2020 GBP2.88
25
8 July 2023
–
–
–
–
–
33,162 3 November
2022
GBP4.75
43 3 November
2025
195,904
102
67,584 24 February
2020
GBP2.13
27 24 February
2023
62,609
8 July 2020 GBP2.88
20
8 July 2023
–
–
–
–
–
14,094 3 November
2022
GBP4.75
18 3 November
2025
Total
144,287
* Exercised and settled on 24 May 2023.
65
YELLOW CAKE ANNUAL REPORT 2023 57
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ remuneration report | continued
The long-term incentive options shown in the table above are exercisable three years after the
date of grant and must be held for a further two years.
No long-term incentive options were exercised during the year ended 31 March 2023.
On 24 May 2023, the Chief Financial Officer acquired 31,686 ordinary shares in the Company
following the exercise and net settlement of her options over 67,584 shares on 24 May 2023
granted under the rules of the Yellow Cake plc share option plan 2019. The option exercise
was satisfied by way of a transfer of shares held by the Company as treasury shares. The share
options were granted on 24 February 2020 as long-term incentive options with a vesting date
of 24 February 2023. Further detail on the share options granted can be seen in the Company’s
2021 and 2022 Annual Reports.
Share options exercised
Chief Financial Officer
Options
exercised
Grant date
Shares acquired
following
exercise and net
settlement
Director
Executive Directors
Andre Liebenberg
67,584
24 February 2020
31,686
Carole Whittall
Long-term incentive awards in respect of the 2024 financial year
The exercise price of the options multiplied by the number of options granted annually is capped
at 75% of base salary for the CEO and 45% of base salary for the CFO. The options vest at the
end of a three-year period after issue and the exercise price remains set at the higher of share
price or net asset value per share at the date of grant. The Remuneration Committee resolved to
award the maximum number of long-term incentive options to the CEO and CFO in respect of
the 2024 financial year and expects to grant the options following the release of the Company’s
results for the 2023 financial year.
Vesting is subject to an underpin based on satisfactory business and individual performance, and
the share price exceeding the prevailing net asset value at the time of grant. The options have a
two-year post-vesting holding requirement.
Directors’ total combined remuneration for the year ended
31 March 2023
During the financial year, the Chairman received a fee of GBP85,000, while the other
independent Non-Executive Directors each received fees of GBP45,000. In addition, Alexander
Downer and Alan Rule each received an additional GBP10,000 as chairs of the Remuneration
and Audit Committee respectively.
Salaries
and fees
USD ’000
(A)
Annual
bonus
USD ’000
(B)
LTIP
USD ’000
(A)+(B)
Total
variable
pay
USD ’000
Total
USD ’000
240
170
103
56
Non-Executive
Directors
The Lord St John of
Bletso
Sofia Bianchi
Claire Brazenall
Note 1
Alexander Downer
Alan Rule
Emily Manning
Total
66
66
Note 1
701
120
85
–
–
–
–
–
43
18
–
–
–
–
–
163
103
403
273
–
–
–
–
–
103
56
Note 1
66
66
Note 1
967
205
61
266
YELLOW CAKE ANNUAL REPORT 2023 58
The annual bonus indicated above in respect of the year to 31 March 2023 was granted after the year-end.
The amounts indicated for the LTIP above correspond to the fair value as at the grant date, detailed in note 9 of the
financial statements.
Note 1: Ms Manning retired from the Board on 8 November 2022 and Ms Brazenall was appointed to the Board on
9 November 2022. Ms Brazenall’s and Ms Manning’s services were supplied pursuant to an administration agreement
between the Company and Langham Hall Fund Management (Jersey) Limited dated 18 December 2017 and amended
on 7 January 2019. The annual administration fee payable by the Company under such agreement in the year ended
31 March 2023 is USD160,607 (31 March 2022: USD186,056).
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ remuneration report | continued
Directors’ total combined remuneration for the year ended
31 March 2022
Total shareholder return (“TSR”) performance
The performance of the Company’s ordinary shares compared with the FTSE AIM All Share
Index (the “Index”) for the financial year to 31 March 2023 is shown in the graph below:
Salaries
and fees
USD ’000
(A)
Annual
bonus
USD ’000
(B)
LTIP
USD ’000
(A)+(B)
Total
variable
pay
USD ’000
Total
USD ’000
207
161
79
49
55
55
Note 1
606
149
116
–
–
–
–
265
–
–
–
–
–
–
–
149
116
–
–
–
–
265
356
277
79
49
55
55
Note 1
871
Director
Executive Directors
Andre Liebenberg
Carole Whittall
Non-Executive
Directors
The Lord St John of
Bletso
Sofia Bianchi
Alexander Downer
Alan Rule
Emily Manning
Total
The annual bonus indicated above in respect of the year to 31 March 2022 was granted after the year-end.
As a result of the Remuneration Committee’s planned review of the long-term incentive plan, no grant of long-term
incentive options were made in respect of the 2022 financial year.
Note 1: Ms Manning’s services were supplied pursuant to an administration agreement between the Company
and Langham Hall Fund Management (Jersey) Limited dated 18 December 2017 and amended on 7 January 2019.
The annual administration fee payable by the Company under such agreement in the year ended 31 March 2022 was
USD186,056 (31 March 2021: USD173,802).
No Director received any non-cash benefits or pension provision. There were no payments to
past Directors and no payments of compensation for loss of office in the year under review.
YELLOW CAKE ANNUAL REPORT 2023 59
0,15
0,10
0,05
0,00
-0,05
-0,10
-0,15
-0,20
-0,25
-0,30
April
2022
May
2022
June
2022
July
2022
August
2022
September
2022
October
2022
November
2022
December
2022
January
2023
February
2023
March
2023
FTSE AIM all share
Yellow Cake
Statement of directors’ share interests
The number of shares held by each Director in the Company as at 31 March 2023 is shown in
the table in Note 14 of the Annual Financial Statements. There is no shareholding requirement
for Directors. After the year-end, Carole Whittall acquired 31,686 ordinary shares in the
Company following the exercise and net settlement of her options on 24 May 2023 over 67,584
shares granted under the rules of the Yellow Cake plc share option plan 2019. The option
exercise was satisfied by way of a transfer of shares currently held by the Company as treasury
shares. While the Non-Executive Directors hold shares in the Company, the holdings are
considered sufficiently small so as not to impinge on their independence.
Alexander Downer
Remuneration Committee Chair
18 July 2023
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’
report
The Directors of Yellow Cake plc (the “Company”) present
their report and the audited financial statements for the
Company for the year ended 31 March 2023. The financial
statements of the Company have been prepared in
accordance with UK-adopted International Accounting
Standards.
Principal activities
Yellow Cake plc was incorporated in Jersey, Channel Islands
on 18 January 2018. The Company operates in the uranium
sector and was created to purchase and hold U3O8 and to
exploit other uranium-related opportunities. The strategy of
the Company is to invest long term in holdings of U3O8 and not
to actively speculate with regards to short-term changes in
the price of U3O8.
The Company was admitted to list on the London Stock
Exchange AIM market (“AIM”) on 5 July 2018.
On 22 June 2022, the Company’s shares were admitted to
trading on the OTCQX Best Market, the highest tier of the US
over-the-counter market.
Results for the period
The results of the Company for the year are set out on pages
68 to 88.
Business review and future developments
The Strategic Report on pages 2 to 37 provides a review of
the year’s activities, operations, future developments and key
risks.
YELLOW CAKE ANNUAL REPORT 2023 60
Directors
The Directors who held office during the period and
subsequently were as follows:
• The Lord St John of Bletso (Chairman)
• Sofia Bianchi
• Claire Brazenall†
• The Hon Alexander Downer
• Alan Rule
• Andre Liebenberg
• Carole Whittall
• Emily Manning†
† Emily Manning resigned from the Yellow Cake Board on 8 November 2022
and was replaced by Claire Brazenall on 9 November 2022.
Directors’ interests
The Audit and Remuneration Committee reports are available
on pages 50 and 52 respectively.
Details of the Directors’ interests in the Company’s shares can
be found in the notes to the Annual Financial Statements on
page 87.
There are no outstanding loans granted by any member of the
Company to the Directors or any guarantees provided by the
Company for the benefit of the Directors.
No Director has or has had any interest in any transaction
which is or was unusual in its nature or conditions or which is
or was significant in respect of the business of the Company
and which was effected by the Company during the current or
immediately preceding financial year, or which was effected
during an earlier financial year and remains in any respect
outstanding or unperformed.
Directors’ indemnities
The Company maintains appropriate insurance cover in
respect of legal action against its Directors.
Dividends
The Directors do not recommend an ordinary dividend for
the year.
Events after the reporting date
There were no material events after the reporting date.
Financial risk management
Details of financial risk management are provided in note 3 to
the financial statements.
Political and charitable contributions
The Company made no charitable or political contributions
during the year.
Internal control
The Board is responsible for the Company’s risk management
and internal control systems, and has mandated the Audit
Committee to keep these systems under review and to report
to the Board.
The controls in place are appropriate to the size and nature
of the business, and to the risks relevant to it. They include
controls over financial, operational and compliance risks. The
Audit Committee reviews the system of internal controls
together with reports from the external auditor regarding
issues identified during its engagement, particularly those
relating to any control weaknesses, and the responses from
management.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ report | continued
The Company’s system of internal control is designed to
provide the Directors with reasonable, but not absolute,
assurance that the Company will not be hindered in achieving
its business objectives, or in the orderly and legitimate
conduct of its business, by circumstances that may reasonably
be foreseen. However, no system of internal control can
eliminate the possibility of poor judgement in decision-making,
human error, fraud or other unlawful behaviour, management
overriding controls, or the occurrence of unforeseeable
circumstances and the resulting potential for material
misstatement or loss.
The key elements of the control system in operation are as
follows:
• The Board meets regularly with a formal schedule of
matters reserved to it for decision.
• The Company has an organisational structure and has
put in place operating protocols and procedures ensuring
clear lines of responsibility and appropriate delegation of
authority.
• The Board monitors the Company’s financial performance
against budgets and forecasts.
• The Executive Directors undertake a regular assessment
process, to identify and quantify the risks that face the
Company’s operations and functions, and to assess the
adequacy of the prevention, monitoring and mitigation
practices in place for those risks.
• The Board is responsible for reviewing the risk assessment
and risk management processes for completeness and
accuracy.
• The Board receives regular updates from management
in addition to carefully considering the Company’s risk
register at regular intervals.
• There are no significant issues disclosed in the report and
financial statements for the year ended 31 March 2023
and up to the date of approval of the report and financial
statements that have required the Board to deal with any
related material internal control issues.
The Directors confirm that the Board has reviewed the
effectiveness of the system of internal control during the
year and concluded that the controls and procedures are
adequate. The Board will continue to review the adequacy of
the Company’s internal controls and will test the controls and
procedures again during the 2024 financial year.
Corporate governance
The corporate governance report on pages 38 to 49 forms
part of this Directors’ report.
Going concern
Yellow Cake’s operations, financial position and ability to
source additional U3O8 have to date been unaffected by the
war in Ukraine. We currently do not anticipate any restrictions
on being able to make further purchases under the option
agreement with Kazatomprom.
As at 31 March 2023, Yellow Cake had sufficient cash
balances to meet approximately eighteen months of working
capital requirements, after taking into account commitments
to purchase USD66 million worth of U3O8 after the year end,
before it would need to raise additional funds.
The Directors, having considered the Company’s objectives
and available resources along with its projected income and
expenditure for at least 12 months from the date of approval
of the financial statements, are satisfied that the Company
has adequate resources to continue in operational existence
for the foreseeable future. Accordingly, the Directors have
adopted the going concern basis in preparing these financial
statements.
Purchase of own shares
On 4 April 2022, Yellow Cake announced the initiation of a
share buyback programme to purchase up to USD3 million of
the Company’s ordinary shares commencing on 4 April 2022.
Given that the Company’s shares had traded at a material
discount to its underlying net asset value since mid-January
2022, the Board resolved to implement a share buyback
programme as a means of effectively acquiring exposure to
uranium at a discount to the commodity spot price. Shares
were purchased when the closing mid-market share price of
the Company in any given day represented a discount of 10%
or more to the Company’s proforma net asset value at that
time.
Under the programme, the Company acquired
566,833 shares between 4 April and 6 May 2022, at a volume
weighted average price of GBP4.15 per share and at a volume
weighted average discount to the Company’s proforma net
asset value of 10.4%.
YELLOW CAKE ANNUAL REPORT 2023 61
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ report | continued
Number of securities in issue
As at 23 June 2023, Yellow Cake had 202,740,730 in issue of
which 4,604,645 shares were held in treasury.
The Company was aware of the following holdings of 3% or
more in the Company’s issued share capital:
Auditor appointment
RSM UK Audit LLP was the auditor during the year under
review and have expressed their willingness to continue as
auditor of the Company. A resolution for their reappointment
will be proposed at the forthcoming Annual General Meeting.
Significant shareholders
Number of
shares
MM Asset Management
20,268,466
Kopernik Global Investors
11,067,236
Interactive Brokers (EO)
Global X Management
Company
ALPS Advisors
Hargreaves Lansdown,
stockbrokers (EO)
Brandes Investment
Partners
9,260,490
9,181,933
7,986,898
7,903,411
7,337,072
Percentage
of issued
share capital
excluding
treasury
shares
10.23
5.59
4.67
4.63
4.03
3.99
3.70
Statement of disclosure to the auditor
The Directors have taken the necessary steps to make
themselves aware of the information needed by the external
auditor for the purposes of its audit and to establish that the
auditor is aware of that information. The Directors are not
aware of any relevant audit information of which the auditor is
unaware.
YELLOW CAKE ANNUAL REPORT 2023 62
Directors’ responsibility statement
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
applicable laws and regulations.
The Companies (Jersey) Law 1991 requires directors to
prepare Financial Statements for each financial year in
accordance with any generally accepted accounting principles.
The Directors have elected to use UK-adopted International
Accounting Standards. The Company’s financial statements
are required by law to give a true and fair view of the state of
affairs of the Company at the year-end and of the profit or
loss for the year then ended.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether the financial statements have been prepared
in accordance with UK-adopted International Accounting
Standards;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information; and
• make an assessment of the Company’s ability to continue as
a going concern.
The Directors are responsible for keeping accounting records
which are sufficient to show and explain the Company’s
transactions and are such as to disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
prepared by the Company comply with the requirements of
the Companies (Jersey) Law 1991. They are also responsible
for safeguarding the assets of the Company and, accordingly,
for taking reasonable steps to further the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Information published on the
website is accessible in many countries, and legislation in
Jersey and the relevant provisions of the AIM Rules for
Companies governing the preparation and dissemination
of financial statements may differ from legislation and the
rules in other jurisdictions. The Directors’ responsibility also
extends to the continued integrity of the financial statements
contained therein.
The Directors have reviewed this Annual Report and have
concluded that, taken as a whole, it is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company’s position, performance,
business model and strategy.
By order of the Board
Andre Liebenberg
Chief Executive Officer
18 July 2023
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent
auditor’s report
Opinion
We have audited the financial statements of Yellow Cake plc (the “company”) for the year ended 31 March 2023 which comprise the Statement of Financial Position, the Statement of Comprehensive
Income, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted International Accounting Standards.
In our opinion the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 March 2023 and of its loss for the year then ended;
• have been properly prepared in accordance with UK-adopted International Accounting Standards; and
• have been properly prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs (UK)”) and applicable law. 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 company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters
Materiality
Scope
•
Investment in uranium
• Overall materiality: $12,000,000 (2022: $12,200,000)
• Performance materiality: $9,010,000 (2022: $9,190,000), with specific performance materiality of $519,000 applied to all items in
the Statement of Comprehensive Income other than the fair value movement in the investment in uranium.
Our audit procedures covered 100% of total assets and 100% of loss before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit
and directing the efforts of the engagement team. 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.
YELLOW CAKE ANNUAL REPORT 2023 63
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report | continued
Investment in uranium
Key audit matter description
The Company’s business model is based on holding investments in uranium. The Company’s accounting policy is that uranium is held
at fair value based on the most recent month-end spot rate price for U3O8 published by UxC LLC. At 31 March 2023, the Company’s
investment in uranium was valued at $952,504,000 (2022: $916,717,000).
The Company’s holding of uranium is held by third-parties and valuation of the investment in uranium is considered to be a key audit
matter because errors in measurement of quantity or use of an inaccurate period-end price could result in a material misstatement of
the value of the Company’s investment in uranium.
Details of the Company’s investment in uranium are disclosed in note 4 in the financial statements.
How the matter was addressed in the audit
Our response to the risk included:
• Obtaining direct third-party confirmation of the quantity of uranium held at 31 March 2023;
• Corroborating the purchases of uranium during the year and consideration of the accounting treatment applied to these
transactions;
• Corroboration of the price used to value the investment at 31 March 2023 to published market price information and recalculation
of the fair value; and
• Consideration of the appropriateness of the Company’s accounting policy and disclosures made in the financial statements.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures. When evaluating whether the effects of
misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of
the misstatements. Based on our professional judgement, we determined materiality as follows:
Overall materiality
Basis for determining overall materiality
Rationale for benchmark applied
Performance materiality
$12,000,000 (2022: $12,200,000)
1.16% (2022: 1.14%) of total assets
The company’s business model is based on long-term holding of investments in uranium, which represents the majority of total assets.
Total assets is therefore considered to be the most appropriate benchmark for overall materiality.
Performance materiality: $9,010,000 (2022: $9,190,000), with specific performance materiality of $519,000 (2022: $506,000)
applied to all items in the Statement of Comprehensive Income other than the fair value movement in the investment in uranium.
Basis for determining performance materiality
75% (2022: 75%) of overall materiality, with specific performance materiality applied to all items in the Statement of Comprehensive
Income other than the fair value movement in the investment in uranium being determined based on 10% of total expenses.
Reporting of misstatements to the Audit Committee
Misstatements in excess of $120,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative
grounds.
YELLOW CAKE ANNUAL REPORT 2023 64
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report | continued
An overview of the scope of our audit
The company has been subject to a full scope audit. The audit was scoped to ensure that
we obtained sufficient and appropriate audit evidence in respect of the significant business
operations of the Company and the appropriateness of the going concern assumption used in
the preparation of the financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the company’s ability to continue to adopt the going
concern basis of accounting included audit of three-year forecasts prepared by management and
corroboration of cash balances.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt on the
company’s ability to continue as a going concern for a period of at least 12 months from when
the financial statements are authorised for issue.
In relation to the entities reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
YELLOW CAKE ANNUAL REPORT 2023 65
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies
(Jersey) Law 1991 requires us to report to you if, in our opinion:
• proper accounting records have not been kept by the company or proper returns adequate
for our audit have not been received from branches not visited by us; or
•
the financial statements are not in agreement with the accounting records and returns; or
• we have failed to obtain any information or explanation that, to the best of our knowledge
and belief, was necessary for our audit.
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the company’s voluntary
compliance with the provisions of the UK Corporate Governance Code.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified;
• Directors’ explanation as to its assessment of the company’s prospects, the period this
assessment covers and why this period is appropriate;
• Directors’ statement on whether it has a reasonable expectation that the company will be
able to continue in operation and meets its liabilities;
• Directors’ statement is fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems; and
• The section describing the work of the audit committee.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 62, the
directors are responsible for the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as the directors determine
is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report | continued
In preparing the financial statements, the directors are responsible for assessing the company’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 the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative but to do so.
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 (UK) 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.
The extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our
audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and
regulations that have a direct effect on the determination of material amounts and disclosures
in the financial statements, to perform audit procedures to help identify instances of non-
compliance with other laws and regulations that may have a material effect on the financial
statements, and to respond appropriately to identified or suspected non-compliance with laws
and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material
misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement due to fraud through designing
and implementing appropriate responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
In identifying and assessing risks of material misstatement in respect of irregularities, including
fraud, the audit engagement team:
• obtained an understanding of the nature of the industry and sector, including the legal and
regulatory frameworks that the company operates in and how the company is complying
with the legal and regulatory frameworks;
•
inquired of management, and those charged with governance, about their own identification
and assessment of the risks of irregularities, including any known actual, suspected or alleged
instances of fraud;
• discussed matters about non-compliance with laws and regulations and how fraud might
occur including assessment of how and where the financial statements may be susceptible to
fraud.
The most significant laws and regulations were determined as follows:
Legislation / Regulation
UK-adopted International
Accounting Standards and
Companies (Jersey) Law 1991
Additional audit procedures performed by the audit
engagement team included:
Review of the financial statement disclosures and testing to
supporting documentation.
Completion of disclosure checklists to identify areas of
non-compliance.
UK Corporate Governance
Code
Review of financial statement disclosures against the
requirements of the UK Corporate Governance Code.
Tax compliance regulations
Inspection of advice received from external tax advisors and
review of their assessment of the tax implications of activities
in different jurisdictions.
The areas that we identified as being susceptible to material misstatement due to fraud were:
However, it is the primary responsibility of management, with the oversight of those charged
with governance, to ensure that the entity’s operations are conducted in accordance with the
provisions of laws and regulations and for the prevention and detection of fraud.
Risk
Audit procedures performed by the audit engagement team:
Management
override of controls
• Testing the appropriateness of journal entries and other
adjustments;
• Assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that
are unusual or outside the normal course of business.
A further description of our responsibilities for the audit of the financial statements is included in
appendix 1 of this auditor’s report. This description forms part of our auditor’s report.
YELLOW CAKE ANNUAL REPORT 2023 66
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report | continued
Use of our report
This report is made solely to the company’s members, as a body, in accordance with
Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that
we might state to the company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
Graham Ricketts
For and on behalf of RSM UK Audit LLP, Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
18 July 2023
Appendix 1: Auditor’s responsibilities for the audit of the financial
Statements
As part of an audit in accordance with ISAs (UK), we exercise professional judgment 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 company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ 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 company’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 company 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 company to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the 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, including the FRC’s Ethical Standard
as applied to listed entities, and 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 consolidated 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.
YELLOW CAKE ANNUAL REPORT 2023 67
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Statement of Financial Position
ASSETS:
Non-current assets
Investment in uranium
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
LIABILITIES:
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
NET ASSETS
EQUITY
Attributable to the equity owners of the Company
Share capital
Share premium
Share-based payment reserve
Treasury shares
Retained earnings
Total equity
As at
31 March 2023
USD ’000
As at
31 March 2022
USD ’000
Notes
4
5
6
7
8
8
9
10
952,504
952,504
324
84,428
84,752
916,717
916,717
130
153,136
153,266
1,037,256
1,069,983
(1,930)
(1,930)
(1,930)
(970)
(970)
(970)
1,035,326
1,069,013
2,724
660,203
166
(14,216)
386,449
2,544
588,181
122
(11,219)
489,385
1,035,326
1,069,013
The financial statements of Yellow Cake plc and the related notes were approved by Directors on 18 July 2023 and were signed on its behalf by:
Andre Liebenberg
Chief Executive Officer
YELLOW CAKE ANNUAL REPORT 2023 68
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Statement of Comprehensive Income
Uranium investment (losses)/gains
Fair value movement of investment in uranium
Uranium swap income
Fair value movement of uranium derivative liability
Discount to spot price on disposal
Uranium investment (losses)/gains
Expenses
Share-based payments
Equity offering expenses
Commission on uranium transactions
Procurement and market consultancy fees
Other operating expenses
Total expenses
Bank interest income
Gain on foreign exchange
(Loss)/profit before tax attributable to the equity owners of the Company
Tax expense
(Loss)/profit and total comprehensive income for the year after tax attributable to the equity owners of the Company
Basic (loss)/earnings per share attributable to the equity owners of the Company (USD)
Diluted (loss)/earnings per share attributable to the equity owners of the Company (USD)
YELLOW CAKE ANNUAL REPORT 2023 69
1 April 2022
to 31 March 2023
USD ’000
1 April 2021
to 31 March 2022
USD ’000
Notes
4
4
4
9
8
11
11
12
13
15
15
(96,902)
–
–
–
(96,902)
(44)
(144)
(226)
(3,092)
(3,466)
(6,972)
576
362
433,274
100
(3,193)
(6,058)
424,123
(220)
(534)
(1,884)
(2,130)
(2,180)
(6,948)
11
85
(102,936)
417,271
–
–
(102,936)
417,271
(0.56)
(0.56)
2.60
2.59
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Statement of Changes in Equity
Attributable to the equity owners of the company
Notes
Share capital
USD ’000
Share premium
USD ’000
Share–based
payment reserve
USD ’000
Treasury shares
USD ’000
Retained earnings
USD ’000
Total equity
USD ’000
As at 31 March 2021
Total comprehensive income after tax for the year
Transactions with owners:
Shares issued
Share issue costs
Share-based payments
Exercise of bonus option
As at 31 March 2022
Total comprehensive income after tax for the year
Transactions with owners:
Shares issued
Share issue costs
Share-based payments
Purchase of own shares
8
8
9
10
8
8
9
10
1,785
–
759
–
–
–
2,544
–
180
–
–
–
358,812
–
235,818
(6,449)
–
–
588,181
–
74,072
(2,050)
–
–
141
–
–
–
220
(239)
122
–
–
–
44
–
(11,458)
–
–
–
–
239
72,114
417,271
–
–
–
–
421,394
417,271
236,577
(6,449)
220
–
(11,219)
489,385
1,069,013
–
(102,936)
(102,936)
–
–
–
(2,997)
–
–
–
–
74,252
(2,050)
44
(2,997)
As at 31 March 2023
2,724
660,203
166
(14,216)
386,449
1,035,326
YELLOW CAKE ANNUAL REPORT 2023 70
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Statement of Cash Flows
Cash flows from operating activities
(Loss)/profit before tax
Adjustments for:
Discount to spot price on disposal
Change in fair value of investment in uranium
Change in fair value of uranium derivative liability
Share-based payments
Gain on foreign exchange
Interest income
Operating cash out flows before changes in working capital
Changes in working capital:
Increase in trade and other receivables
Increase/(decrease) in trade and other payables
Cash used in operating activities
Interest received
Cash used in operating activities
Cash flows from investing activities:
Purchase of uranium
Proceeds of sale of uranium
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issue of shares
Issue costs paid
Share buyback programme
Net cash generated from financing activities
Net (decrease)/increase in cash and cash equivalents during the year
Cash and cash equivalents at the beginning of the year
Effect of exchange rate changes
Cash and cash equivalents at the end of the year
YELLOW CAKE ANNUAL REPORT 2023 71
1 April 2022
to 31 March 2023
USD ’000
1 April 2021
to 31 March 2022
USD ’000
Notes
(102,936)
417,271
4
4
9
4
4
8
8
–
96,902
–
44
(362)
(576)
(6,928)
(190)
1,369
(5,749)
576
(5,173)
(132,689)
–
(132,689)
74,252
(2,050)
(2,997)
69,205
(68,657)
153,136
(51)
84,428
6,058
(433,274)
3,193
220
(85)
(11)
(6,628)
(11)
(2,607)
(9,246)
11
(9,235)
(284,890)
90,934
(193,956)
236,577
(6,449)
–
230,128
26,937
126,159
40
153,136
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 March 2023
1. General information
Yellow Cake plc (the “Company”) was incorporated in Jersey, Channel Islands on 18 January 2018. The address of the registered office is Gaspé House, 66-72 The Esplanade, St Helier,
Jersey, JE1 2LH.
The Company operates in the uranium sector and was established to purchase and hold U3O8. The strategy of the Company is to invest in long-term holdings of U3O8 and not to actively
speculate with regards to short-term changes in the price of U3O8.
The Company was admitted to list on the London Stock Exchange AIM market (“AIM”) on 5 July 2018.
On 22 June 2022, the Company’s shares were admitted to trading on the OTCQX, the highest tier of the US over-the-counter market.
2. Summary of significant accounting policies
Basis of preparation
These audited financial statements of the Company for the year 1 April 2022 to 31 March 2023 have been prepared in accordance with UK-adopted international accounting standards
(“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The principal accounting policies adopted are set out below:
New and revised standards
At the date of approval of these financial statements there are no new or revised standards that are in issue but not yet effective that are relevant to the financial statements of the
Company.
Going concern
The Directors, having considered the Company’s objectives and available resources along with its projected income and expenditure for at least 12 months from the date of approval of
the audited financial statements, are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors have
adopted the going concern basis in preparing these audited financial statements.
The Board continues to monitor the ongoing impact of the conflict in Ukraine and sanctions imposed against Russia and Belarus on the Company’s activities, the uranium industry,
and the world economy.
After taking into account of the Company’s cash balance of USD84.4 million at year-end and of its post year-end commitments to purchase USD66.0 million of U3O8, the Company
considered that, as at 31 March 2023, it had sufficient working capital to meet approximately 18 months of operating expenses before it would need to raise additional funds.
Further details can be found in Note 4 of these financial statements. The Company has no debt or hedge liabilities on its balance sheet.
YELLOW CAKE ANNUAL REPORT 2023 72
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
2. Summary of significant accounting policies continued
Sale of uranium and uranium swaps
The income in respect of disposals of uranium is recognised at the point when the significant risks and rewards of ownership and legal title have been transferred to the buyer. At the
point of disposal the carrying value of the uranium, being the spot price, is derecognised from the balance sheet.
The gain or loss on disposal of uranium is calculated as the difference between the sales price and the carrying value, being the spot price, at the point of sale. This gain or loss is
reflected as a premium or discount to the spot price on a separate line in the statement of comprehensive income during the period in which the disposal occurs.
The Company has entered into certain uranium location swap agreements under which it has agreed to exchange, by way of book transfer, an equal quantity of uranium between
specified storage facilities. In certain instances, the location swap is temporary and the uranium will be swapped back to the original location at the end of an agreed term. Where the
swap is temporary and for a fixed term, the income which the Company is entitled to receive in consideration for the swap is recognised over the term of the swap, in line with the
substance of the transaction and delivery of the related performance obligations.
Investments in uranium
Acquisitions of U3O8 are initially recorded at cost net of transaction costs incurred and are recognised in the Company’s statement of financial position on the date the risks and rewards of
ownership pass to the Company, which is the date that the legal title to the uranium passes.
After initial recognition, investments in U3O8 are measured at fair value based on the daily spot price for U3O8 published by UxC LLC.
IFRS lacks specific guidance in respect of accounting for investments in uranium. As such the Directors of the Company have considered the requirements of International Accounting
Standard 1 “Presentation of Financial Statements” and International Accounting Standard 8 “Accounting Policies, Changes in Accounting Estimates and Errors” to develop and apply an
accounting policy. The Directors of the Company consider that measuring the investment in U3O8 at fair value provides information that is most relevant to the economic decision-making
of users. This is consistent with International Accounting Standard 40 Investment Property, which allows for assets held for long-term capital appreciation to be presented at fair value.
Foreign currency translation
Functional and presentation currency
The financial statements are presented in United States Dollars (“USD”) which is also the functional currency of the Company.
These financial statements are presented to the nearest round thousand, unless otherwise stated.
Foreign currency translation
Transactions denominated in foreign currencies are translated into USD at the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into USD at the rate of exchange ruling at the reporting date. Foreign exchange
gains or losses arising on translation are recognised through profit or loss in the statement of comprehensive income.
YELLOW CAKE ANNUAL REPORT 2023 73
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
2. Summary of significant accounting policies continued
Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. The Company shall offset financial assets
and financial liabilities if the Company has a legally enforceable right to set off the recognised amounts and intends to settle on a net basis.
The carrying amount of the Company’s financial assets and financial liabilities are a reasonable approximation of their fair values due to the short-term nature of these instruments.
Financial assets
The Company’s financial assets comprise trade and other receivables. These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method, less any provision for impairment.
Cash and cash equivalents comprise cash in hand and short-term deposits in banks with an original maturity of three months or less.
Financial liabilities
The Company’s financial liabilities comprise trade and other payables. They are initially recognised at fair value and subsequently carried at amortised cost using the effective interest
method.
Share capital
The Company’s ordinary shares are classified as equity. Incremental costs directly attributable to the issue of shares are recognised in share premium as a deduction from proceeds of the
share issue.
Treasury shares
The Company’s treasury shares are classified as equity. Treasury shares are accounted for at cost and shown as a deduction from equity in a separate reserve. Transfers from treasury
shares are recognised at the weighted average of the cost of acquiring the treasury shares.
Share-based payments
Where the Company issues equity instruments to external parties or employees as consideration for services received, the statement of comprehensive income is charged with the fair
value of the goods and services received, except where services are directly attributable to the issue of shares, in which case the fair value of such amounts is recognised in equity as a
deduction from share premium.
Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services.
YELLOW CAKE ANNUAL REPORT 2023 74
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
2. Summary of significant accounting policies continued
Equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using a Black-Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the
employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated
based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised
in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that
market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting
period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Company or employee, the failure to satisfy the condition is treated as a cancellation.
If an equity-settled award is cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is
substituted for the cancelled award, the cancelled and new awards are treated as if they were a modification.
Taxation
As the Company is managed and controlled in Jersey it is liable to be charged to tax at a rate of 0% under schedule D of the Income Tax (Jersey) Law 1961 as amended.
Expenses
Expenses are accounted for on an accruals basis.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible
for allocating resources and assessing performance of the operating segments and has been identified as the Board of Directors of the Company.
The Company is organised into a single operating segment being the holding of U3O8 for long-term capital appreciation.
Critical accounting judgments and estimation uncertainty
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses.
YELLOW CAKE ANNUAL REPORT 2023 75
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
2. Summary of significant accounting policies continued
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.
The resulting accounting estimates will, by definition, seldom equate to the related actual results.
Accounting estimates
The key accounting estimates in prior periods were the assumptions made in valuing the uranium derivative liability. The option in favour of Kazatomprom was exercised on
22 November 2021.
Judgements
The Company receives regular tax advice and opinions from its advisors and accountants to ensure it is aware of, and can seek to mitigate the effects on its tax position of, changes in
regulation. While the Company stores its uranium in storage facilities in Canada and France, the Company does not carry on business in either of these jurisdictions. The directors have
considered the tax implications of the Company’s operations and have reached judgement that no tax liability has arisen during the year (year ended 31 March 2022: USDnil).
3. Management of financial risks
Financial risk factors
The Company’s financial assets and liabilities comprise of cash, receivables and payables that arise directly from its operations. The accounting policies in Note 2 include criteria for the
recognition and the basis of measurement applied for financial assets and liabilities. Note 2 also includes the basis on which income and expenses arising from financial assets and liabilities
are recognised and measured.
The Company’s assets and liabilities have been primarily categorised as assets and liabilities at amortised cost, with the exception of the investment in uranium being held at fair value.
The carrying amounts of all such instruments are as stated in their respective notes.
Market risk
The fair value or future cash flows of a financial instrument may fluctuate because of changes in market prices. This market risk comprises two elements – interest rate risk and other price
risk and arises mainly from the changes in values of the investment of uranium and derivatives.
Interest rate risk
Any cash balances are held on variable rate bank accounts or in money market funds yielding rates of interest dependent on the base rate of the applicable institution or fund return.
Price risk and sensitivity
If the value of the investment in uranium fell by 5% at the year end, the profit after tax would decrease by USD47,625,185 (year ended 31 March 2022: USD45,835,826). Likewise, if the
value rose by 5% the profit after tax would have increased by USD47,625,185 (year ended 31 March 2022: USD45,835,826).
YELLOW CAKE ANNUAL REPORT 2023 76
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. Management of financial risks continued
Economic risk
Geopolitical events that occurred in Russia–Ukraine during the Company’s financial year have not had a material impact to date on the Company’s operations, nor affected its financial
position. While the Company has purchased and intends to continue to purchase U3O8 from Kazatomprom, the Kazakh national atomic company, all U3O8 to which the Company has title
and has paid for, is held at the Cameco storage facility in Canada and the Orano storage facility in France.
The Company has agreed to purchase 1,350,000 lb of U3O8 under its agreement with Kazatomprom (the “Framework Agreement”) and expects to take delivery at the Cameco storage
facility in Canada by 30 September 2023. Payment will be released to Kazatomprom following delivery to the Company.
While part of Kazatomprom’s production is transported through Russia, the Company is unaware of any restrictions on Kazatomprom’s activities related to the supply of its products to end
customers and the Company does not anticipate any material delays to the delivery dates indicated above. There are nevertheless risks associated with both transit through the territory of
Russia and the delivery of cargo by sea vessels, which could adversely impact deliveries from Kazatomprom.
Liquidity risk
This is the risk that the Company will encounter in realising assets or otherwise raising funds to meet financial commitments. Prudent liquidity risk management involves maintaining
sufficient liquidity and short-term investment securities, being able to raise funds based on suitably adapted lines of credit and a capacity to unwind market positions.
At year end, the liquidity of the Company is composed of either bank account or bank deposits, for a total amount of USD84,428,484 (31 March 2022: USD153,136,073).
The Company’s cash and cash equivalents are held with Citibank Europe PLC, which is rated A+ (2022: A+) according to ratings agency Fitch.
As at 31 March 2023
Cash and cash equivalents
Other creditors and accruals
As at 31 March 2022
Cash and cash equivalents
Other creditors and accruals
YELLOW CAKE ANNUAL REPORT 2023 77
Carrying amount
USD ’000
84,428
(1,930)
153,136
(970)
<1 year
USD ’000
84,428
(1,930)
153,136
(970)
1 to 2 years
USD ’000
2 to 10 years
USD ’000
–
–
–
–
–
–
–
–
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. Management of financial risks continued
Fair value estimation
Fair value is 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, regardless
of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or liability, the Company takes into account the
characteristics of the asset or liability at the measurement date. IFRS 13 “Fair Value Measurement” requires the Company to classify fair value measurements using a fair value hierarchy
that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
i
ii
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
(level 2); and
iii
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The level to the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant of an input
is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that
measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the
asset or liability. The following table analyses within the fair value hierarchy the Company’s financial assets and liabilities (by class) measured at fair value.
Assets and liabilities
As at 31 March 2023
Investment in uranium
As at 31 March 2022
Investment in uranium
YELLOW CAKE ANNUAL REPORT 2023 78
Level 1
USD ’000
952,504
916,717
Level 2
USD ’000
Level 3
USD ’000
–
–
–
–
Total
USD ’000
952,504
916,717
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
4.
Investment in uranium
As at 31 March 2021
Acquisition of U3O8
Change in fair value
Sale of U3O8
As at 31 March 2022
Acquisition of U3O8
Change in fair value
As at 31 March 2023
Fair value
USD ’000
302,098
284,890
433,274
(103,545)
916,717
132,689
(96,902)
952,504
The value of the Company’s investment in U3O8 is based on the daily spot price for U3O8 of USD50.65/lb as published by UxC LLC on 31 March 2023 (2022: USD 57.90/lb as published by
UxC LLC on 31 March 2022).
As at 31 March 2023, the Company:
• Had purchased a total of 21,476,515 lb of U3O8 at an average price of USD29.85/lb;
• Had disposed of 2,670,914 lb of U3O8 at an average price of USD 40.23/lb that had been acquired at an average price of USD21.01 /lb, assuming a first-in-first-out methodology; and
• Held a total of 18,805,601 lb of U3O8 at an average price of USD31.11/lb for a net total cash consideration of USD585.1 million, assuming a first-in-first-out methodology.
Purchase of uranium
The Company completed the following purchase transactions during the period:
• The Company exercised its option under its Framework Agreement with Kazatomprom to buy back 2,022,846 lb of U3O8 from Kazatomprom at a cost of USD43.25/lb or
USD87.5 million in aggregate consideration. This was received by the Company at the Cameco storage facility in Canada on 19 May 2022.
YELLOW CAKE ANNUAL REPORT 2023 79
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
4.
Investment in uranium continued
• Pursuant to Kazatomprom’s offer of 26 October 2021, the Company entered into an agreement with Kazatomprom to purchase 950,000 lb of U3O8 at a price of USD47.58/lb for a total
consideration of USD45.2 million. This was received by the Company at the Cameco storage facility in Canada on 30 June 2022.
Post year-end purchases of uranium
Following the completion of the approximately GBP62 million share placing on 7 February 2023, the Company elected to purchase 1,350,000lb of U3O8 at a price of USD48.90/lb for a total
consideration of USD66.0 million as part of its 2022 uranium purchase option under its Framework Agreement with Kazatomprom. The Company expects to take delivery at the Cameco
storage facility in Canada by 30 September 2023.
Sale of uranium
During the period, there were no sales of uranium.
The following table provides a summary of the Company’s investment in U3O8 at 31 March 2023:
Quantity
lb
18,505,601
300,000
18,805,601
Fair value
USD ’000
937,309
15,195
952,504
Location
Canada
France
Total
YELLOW CAKE ANNUAL REPORT 2023 80
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
5. Trade and other receivables
Other receivables
6. Cash and cash equivalents
As at
31 March 2023
USD ’000
As at
31 March 2022
USD ’000
324
324
130
130
Cash and cash equivalents as at 31 March 2023 were held with Citi Bank Europe plc in a variable interest account with full access. Balances at the end of the year were USD84,420,908 and
GBP6,127 a total of USD84,428,484 equivalent (31 March 2022: USD152,243,206 and GBP678,367 a total of USD153,136,073 equivalent).
7. Trade and other payables
Other payables and accruals
YELLOW CAKE ANNUAL REPORT 2023 81
As at
31 March 2023
USD ’000
As at
31 March 2022
USD ’000
1,930
1,930
970
970
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
8. Share capital
Authorised:
10,000,000,000 ordinary shares of GBP0.01
Issued and fully paid:
Ordinary shares
Share capital as at 31 March 2021
Issued 21 June 2021
Issued 29 October 2021
Share capital as at 31 March 2022
Issued 7 February 2023
Share capital as at 31 March 2023
The number of shares in issue above includes the 4,636,331 Treasury shares – refer to note 10.
Share premium
Share premium as at 31 March 2021
Proceeds of issue of shares
Share issue costs
Share premium as at 31 March 2022
Proceeds of issue of shares
Share issue costs
Share premium as at 31 March 2023
Number
GBP ’000
USD ’000
132,740,730
25,000,000
30,000,000
187,740,730
15,000,000
202,740,730
1,327
250
300
1,877
150
2,027
1,785
348
411
2,544
180
2,724
GBP ’000
USD ’000
266,290
171,150
(4,684)
432,756
61,650
(1,706)
492,700
358,812
235,818
(6,449)
588,181
74,072
(2,050)
660,203
The Company has one class of shares which carry no right to fixed income.
On 7 February 2023, the Company issued a total of 15,000,000 new ordinary shares to existing and new institutional investors, at a price of GBP4.12 per share. The Company incurred
listing expenses, comprising of commissions and professional adviser fees totalling USD2,194,125 of which USD2,050,108 have been taken to the share premium account. Additional
placing costs of USD144,017 have been recognised in the statement of comprehensive income. Net proceeds from the placing were GBP 59,974,596 (USD equivalent: 72,058,575).
YELLOW CAKE ANNUAL REPORT 2023 82
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
9. Share-based payments
The Company implemented an equity-settled share-based compensation plan in 2019 which provides for the award of long-term incentives and an annual bonus to management
personnel.
During the period, USD43,996 was recognised in the statement of comprehensive income, in relation to share-based payments (31 March 2022: USD220,285).
Annual bonus
The annual bonus award in relation to a financial year is usually granted following publication of the Company’s audited annual results for that financial year. The annual bonus awards
are either in cash or in the form of nominal-cost options, which usually will vest and become exercisable no earlier than one year after grant.
In respect of the 2022 and 2023 financial years, annual bonuses were paid in cash and no share-based annual bonus awards were made. The annual bonus award in respect of the year
ended 31 March 2023 was based on commercial targets and was 50% of base salary (31 March 2022: 70% of base salary).
Long-term incentive
The long-term incentive is in the form of options granted to acquire shares in the Company that will become exercisable not earlier than three years after grant (save in certain
circumstances including a change of control of the Company) and will expire 10 years after the date of grant. The option exercise price has been determined to be the net asset value per
share at the grant date of the shares placed under option. The options are subject to a post-vesting holding period of not less than two years (although sufficient shares may be sold on
exercise in order to meet tax liabilities arising at vesting). Prior to 1 April 2022, the face value (exercise price of the options multiplied by the number of options granted) was capped at
125% of salary. Following this date, the cap was reduced for the CEO and CFO respectively to 75% and 45%. Each option gives the right to acquire one share in the Company.
The long-term incentive award relating to a financial year is usually granted at the beginning of that financial year. The exercise of each of the long-term incentive options is conditional
upon the share price as at the exercise date being equal to or greater than the net asset value per share of the Company as at the date of grant.
Set out below is the summary of the long-term incentive options awarded on 24 February 2020 in relation to the year ended 31 March 2020, on 8 July 2020 in relation to the year
ended 31 March 2021 and on 3 November 2022 in relation to the year ended 31 March 2023:
Director
A Liebenberg
C Whittall
Total
Total fair value as at the grant date*
* The USD equivalent is derived using the FX rate as at the date of reporting.
YELLOW CAKE ANNUAL REPORT 2023 83
Grant date
Vesting
date
24/02/2020
24/02/2023
24/02/2020
24/02/2023
Exercise
price
GBP2.13
GBP2.13
Expired/
forfeited/
other
–
–
Exercised
–
–
Opening
balance
84,480
67,584
152,064
Closing
balance
84,480
67,584
152,064
USD
56,967
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
9. Share-based payments continued
Director
A Liebenberg
C Whittall
Total
Total fair value as at the grant date*
* The USD equivalent is derived using the FX rate as at the date of reporting.
Director
A Liebenberg
C Whittall
Total
Total fair value as at the grant date*
* The USD equivalent is derived using the FX rate as at the date of reporting
Grant date
Vesting
date
Exercise
price
Opening
balance
Exercised
08/07/2020
08/07/2023
GBP2.88
08/07/2020
08/07/2023
GBP2.88
Grant date
Vesting
date
03/11/2022
03/11/2025
03/11/2022
03/11/2025
Exercise
price
GBP4.75
GBP4.75
78,262
62,609
140,871
Opening
balance
33,162
14,094
47,256
–
–
Exercised
–
–
Expired/
forfeited/
other
–
–
Closing
balance
78,262
62,609
140,871
USD
41,976
Expired/
forfeited/
other
–
–
USD
Closing
balance
33,162
14,094
47,256
60,998
Subsequent to the grant of the 2020 and 2021 long-term incentive awards, the plan was amended such that the exercise price per share represents the estimated net asset value per share
on the grant date.
YELLOW CAKE ANNUAL REPORT 2023 84
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
A Black-Scholes option pricing model was used to determine the fair value of the long-term incentive options. The valuation model inputs used to determine the fair value at the grant
date are as follows:
Grant date
24/02/2020
08/07/2020
03/11/2022
Vesting
date
24/02/2023
08/07/2023
03/11/2025
Share price
at grant
date
GBP1.95
GBP2.26
GBP4.30
Exercise
price
GBP1.97
GBP2.88
GBP4.75
Expected
volatility
25%
30%
40%
Risk-free
interest
rate
0.40%
(0.08%)
3.21%
Fair value at
grant date GBP
Fair value at
grant date USD*
GBP46,075
GBP33,950
GBP49,335
USD56,967
USD41,976
USD60,998
* The USD equivalent is derived using the FX rate as at the date of reporting.
10. Treasury shares
Treasury shares as 31 March 2021
Exercise of bonus options
Treasury shares as at 31 March 2022
Purchase in the year
Treasury shares as at 31 March 2023
Number
GBP ’000
USD ’000
4,156,385
(86,887)
4,069,498
566,833
4,636,331
8,866
(185)
8,681
2,352
11,033
11,458
(239)
11,219
2,997
14,216
In April 2022, Yellow Cake announced the initiation of a share buyback programme to purchase up to USD3 million of the Company’s Ordinary Shares over 30 calendar days commencing
on 4 April 2022 (the “Programme”). Given that the Company’s shares had traded at a material discount to its underlying net asset value since mid-January 2022, the Yellow Cake Board
resolved to implement a share buyback programme as a means of effectively acquiring exposure to uranium at a discount to the commodity spot price. Shares were purchased when the
closing mid-market share price of the Company on any given day represented a discount of 10% or more to the Company’s pro forma net asset value at that time. Under the Programme,
the Company acquired 566,833 shares between 4 April and 6 May 2022, at a volume weighted average purchase price of GBP4.15 per share or USD3 million in aggregate and at a volume
weighted average discount to the Company’s pro forma net asset value of 10.4%.
YELLOW CAKE ANNUAL REPORT 2023 85
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
11. Commission, procurement and consultancy fees
308 Services Limited (“308 Services”) provides procurement services to the Company relating to the sourcing of U3O8 and other uranium transactions and in securing competitively priced
converter storage services.
In terms of the agreement entered into between the Company and 308 Services on 30 May 2018, 308 Services is entitled to receive (i) a Holding Fee comprised of a Fixed Fee of
USD275,000 per calendar year plus a Variable Fee equal to 0.275% per annum of the amount by which the value of the Company’s holdings of U3O8 exceeds USD100 million and
(ii) an Annual Storage Incentive Fee equal to 33% of the difference between the amount obtained by multiplying the Target Storage Cost (initially set at USD0.12/lb per year) by the volume
of U3O8 (in pounds) owned by the Company on 31 December of each respective year and the total converter storage fees paid by the Company in the preceding calendar year.
The Company considers Holding Fees and Storage Incentive Fees to be costs of an ongoing nature. During the period the Company paid Holding Fees and Storage Incentive Fees of
USD3,092,083 (31 March 2022: USD2,129,617) to 308 Services.
308 Services is also entitled to receive a commission equivalent to 0.5% of the transaction value in respect of certain uranium sale and purchase transactions completed at the request of
the Yellow Cake Board.
In addition, if the purchase price paid by the Company in respect of such a purchase transaction is in the lowest quartile of the range of reported uranium spot prices in the calendar
year in which the transaction completed, 308 Services is entitled to receive, at the beginning of the following calendar year, an additional commission of 0.5% of the value of the
uranium transacted. If the purchase price paid by the Company in respect of such a purchase transaction is in the second lowest quartile of the range of reported uranium spot prices
in the calendar year in which the transaction completed, 308 Services is entitled to receive, at the beginning of the following calendar year, an additional commission of 0.25% of the
value of the uranium transacted. If the purchase price is in the top half of the range for the calendar year in which the transaction completed, no additional commission will be payable
to 308 Services.
During the period, commissions payable to 308 Services totalled USD226,005 (31 March 2022: USD1,884,453).
12. Other operating expenses
Professional fees
Management salaries and Directors’ fees
Other expenses
Auditor’s fees
YELLOW CAKE ANNUAL REPORT 2023 86
1 April 2022 to
31 March 2023
USD ’000
1 April 2021 to
31 March 2022
USD ’000
772
965
1,590
139
3,466
769
709
603
99
2,180
Notes to the Financial Statements continuedFor the year ended 31 March 2023
YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
13. Taxation
Tax expense for the year
1 April 2022 to
31 March 2023
USD ’000
1 April 2021 to
31 March 2022
USD ’000
–
–
–
–
As the Company is managed and controlled in Jersey it is liable to be charged tax at a rate of 0% under schedule D of the Income Tax (Jersey) Law 1961 as amended.
14. Related party transactions
During the year, the Company incurred USD160,607 (31 March 2022: USD186,056) of administration fees payable to Langham Hall Fund Management (Jersey) Limited (“Langham Hall”).
Emily Manning was an employee of Langham Hall and served as a Non-Executive Director of the Company from 31 March 2021 to 8 November 2022, for which she received no Directors’
fees. Claire Brazenall was an employee of Langham Hall and has served as a Non-Executive Director of the Company since 9 November 2022, for which she has received no Directors’ fees.
As at 31 March 2023 there were no amounts due to Langham Hall (31 March 2022: USDnil).
The key management personnel are the directors and there are no other employees. Their remuneration is detailed in note 12 and represented within “Other operating expenses” in the
Statement of Comprehensive Income.
The following Directors own ordinary shares in the Company as at 31 March 2023:
Name
The Lord St John of Bletso*
Sofia Bianchi
The Hon Alexander Downer
Claire Brazenall
Alan Rule
Andre Liebenberg
Carole Whittall
Total
Number of
ordinary shares
% of share
capital as at
31 March 2023
26,302
13,186
29,925
–
18,837
121,478
49,918
259,646
0.01%
0.01%
0.02%
–
0.01%
0.06%
0.03%
0.14%
* The Lord St John of Bletso’s shares are held through African Business Solutions Limited, in which he holds 100% of the Ordinary Shares.
While the Non-Executive Directors hold shares in the Company, the holdings are considered sufficiently small so as not to impinge on their independence.
YELLOW CAKE ANNUAL REPORT 2023 87
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
15. Earnings per share
(Loss)/profit for the year (USD ‘000)
Weighted average number of shares during the year – Basic*
Weighted average number of shares during the year – Diluted*
(Loss)/earnings per share attributable to the equity owners of the Company (USD)
Basic
Diluted
* The weighted average number of shares excludes treasury shares.
16. Events after the reporting date
There were no material events after the reporting date.
1 April 2022 to
31 March 2023
USD ’000
1 April 2021 to
31 March 2022
USD ’000
(102,936)
185,323,320
185,635,546
417,271
160,754,398
161,046,530
(0.56)
(0.56)
2.60
2.59
YELLOW CAKE ANNUAL REPORT 2023 88
Notes to the Financial Statements continuedFor the year ended 31 March 2023 YELLOW CAKE AT A GLANCE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE INFORMATION
Jersey Solicitors to the Company
Mourant Ozannes
22 Grenville Street
St Helier
Jersey, JE4 8PX
Auditor to the Company
RSM UK Audit LLP
25 Farringdon Street
London, EC4A 4AB
Registrars
Link Market Services (Jersey) Limited
IFC 5
St Helier
Jersey, JE1 1ST
Principal Bankers
Citibank Europe
1 North Wall Quay
Dublin 1, Ireland
Media Advisors
Powerscourt
1 Tudor Street
London EC4Y 0AH
Head Office
3rd Floor, Gaspé House
66-72 The Esplanade
Jersey, JE1 2LH
Registered Office
3rd Floor, Gaspé House
66-72 The Esplanade
Jersey, JE1 2LH
Company Secretary
3rd Floor, Gaspé House
66-72 The Esplanade
Jersey, JE1 2LH
Nominated Advisor and Joint Broker
Canaccord Genuity Limited
88 Wood Street
London, EC2V 7QR
Joint Broker
Joh. Berenberg, Gossler & Co. KG, London Branch
60 Threadneedle Street
London, EC2R 8HP
Financial Advisor
Bacchus Capital Advisers Limited
6 Adam Street
London, WC2N 6AD
Legal Advisors to the Company as to English and US Law
Linklaters LLP
One Silk Street
London, EC2Y 8HQ
YELLOW CAKE ANNUAL REPORT 2023 89