22 February 2022 |
LSE:
PDL |
Petra Diamonds
Limited
Interim results
for the Six Months ended 31 December
2021
Investor update on
strategy and operational guidance
Petra Diamonds Limited ("Petra" or the "Company" or the “Group”)
announces its unaudited interim results for the six months ended
31 December 2021 (the “Period”, “H1
FY 2022”, or “H1”). These results together with
operational guidance for the next three years will be provided as
part of the Investor Day which Petra is holding at 09:30am GMT, both in person and online. Details
of how to access the event are provided below.
HIGHLIGHTS OF THE INTERIM RESULTS
(Unaudited)
Significant growth in revenue,
earnings and cash flow with lower net debt, driven by higher
production, Exceptional Stones, and strong diamond prices
Richard
Duffy, Chief Executive of Petra Diamonds, commented:
”Petra has delivered strong results, growing revenue by 49%
and adjusted EBTIDA by 87%, as well as reducing net debt
significantly. We have benefitted from the recovery in rough
diamond prices, record proceeds from the sale of Exceptional
Stones, and the improvements we have made in our operations,
resulting in significantly improved safety levels, profitability
and cash flow. Our strengthened operating platform and
balance sheet coupled with the robust rough diamond market, sets us
well for the second half of the year and we are well on track to
meet FY 2022 operational guidance.
“At our investor day later on this
morning, we will expand on the buoyancy of the diamond market and
set out how we expect our medium-term plans to benefit from this
stronger market. As well as discussing our operations and
capital structure, we will present our strategy for the business
going forward, including growth opportunities, and provide more
detailed operational guidance on production, costs and our capital
requirements.”
Strong financial performance and
diamond pricing underpins confidence for the full year
|
H1 FY
2022 |
H1 FY
2021 |
|
FY
20212 |
Revenue (US$m) |
264.7 |
178.1 |
|
406.9 |
Adjusted
EBITDA1 (US$m) |
150.9 |
80.8 |
|
130.2 |
Adjusted EBITDA
margin |
57% |
45% |
|
32% |
Adjusted profit /
(loss) before tax (US$m) |
91.1 |
6.5 |
|
(18.3) |
Adjusted net profit /
(loss) after tax (US$m) |
66.4 |
2.7 |
|
(25.5) |
Net profit after tax
(US$m) |
49.1 |
67.6 |
|
196.6 |
Operational free cash
flow1 |
122.4 |
54.0 |
|
120.1 |
Consolidated net debt
(US$m) |
152.3 |
700.4 |
|
228.2 |
Unrestricted cash
(US$m) |
256.7 |
92.4 |
|
147.7 |
Basic earnings per
share (US$c) |
22.29 |
315.29 |
|
260.70 |
Adjusted basic
earnings / (loss) per share1 (US$c) |
29.01 |
4.23 |
|
(36.20) |
1 For all non-GARP measures refer to the Summary of Results
table within the Financial Results section below.
2 For comparative purposes, the FY 2021 income statement figures
include Williamson as it is no longer a discontinued
operation. Consolidated net debt and cash balances for FY
2021 have not been adjusted.
- Revenue up 49% driven by the sale of Exceptional Stones
totalling US$77.9 million (H1 FY
2021: US$40.4 million) and a 16%
increase in rough diamond prices.
- Adjusted EBITDA rose 87% reflecting improved prices, the sale
of Exceptional Stones, and Project 2022 cost reductions during the
period. EBITDA margin rose from 45% to 57% significantly enhanced
by revenue from the sale of Exceptional Stones, which may not be
repeated at a similar level in future reporting periods.
- Adjusted profit before tax increased to US$91.1 million (H1 FY 2021 US$6.5 million).
- Net profit after tax reduced to US$49.1
million from US$67.6 million
impacted by negative non-cash foreign exchange movement amounting
to US$63.4 million (net of tax).
- Operational free cash flow before restructuring costs rose
US$68.4 million to US$122.4 million on the back of increased
EBITDA.
- Further strengthening of the Balance Sheet
- Consolidated net debt reduced by US$75.9
million to US$152.3 million
from US$228.2 million as at
30 June 2021 with Consolidated net
debt : Adjusted EBITDA at 1.0x compared with 1.8x at 30 June 2021.
- Unrestricted cash increased US$109.0
million to US$256.7 million
from US$147.7 million as at
30 June 2021.
- Basic earnings per share from continuing operations were
22.29 US$ cents per share and
29.01 US$ cents on an adjusted
basis.
Good safety and operational
performance
|
Unit |
H1 FY
2022 |
H1 FY
2021 |
Variance |
FY
20211 |
Lost time injury
frequency rate (LTIFR) |
|
0.18 |
0.50 |
-64% |
0.44 |
Total injuries |
|
15 |
19 |
-21% |
42 |
Gross ore
processed |
Mt |
5.6 |
4.4 |
+27% |
8.1 |
Gross diamonds
recovered |
Carats |
1,777,424 |
1,740,862 |
+2% |
3,240,312 |
Gross diamonds
sold |
Carats |
1,595,851 |
1,712,797 |
-7% |
3,960,475 |
Gross revenue |
US$m |
264.7 |
178.1 |
+49% |
406.9 |
Adjusted mining and
processing costs |
US$m |
109.8 |
99.2 |
+11% |
276.1 |
Operational capital
expenditure |
US$m |
16.1 |
8.1 |
+99% |
22.8 |
- Strong safety performance with a 64% reduction in LTIFR
reflecting the concerted effort to address behavioural factors that
were compounded by the pandemic.
- Good production results due to Williamson restarting operations
in September 2021, steps taken to
address the waste ingress at Finsch, and the successful management
of the tunnel convergence at Cullinan.
- Absolute costs remained within expectations despite
inflationary pressures.
- Operational Capex of US$16.1
million (H1 FY 2021: US$8.1
million) largely due to the new expansion project at
Cullinan and resumption of projects delayed by COVID-19.
- Preliminary conclusions of the Business Re-Engineering (BRE)
project identified opportunities to lower the cost base at Finsch
and curtail the negative cash flow at Koffiefontein.
Strategic developments and board
appointment
- Petra has taken steps through the Framework Agreement with the
Government of Tanzania and
Memorandum of Understanding entered into with Caspian Limited in
December 2021 to reduce its exposure
in Tanzania while retaining a
controlling interest in Williamson.
- Post Period end, completion of the refinancing of Petra’s first
lien debt facility will deliver some US$5
million in savings over the next two years, as a result of
more favourable terms than the current facility. Completion
is expected in Q3 FY 2022.
- As previously announced, Jon
Dudas will join the Board as an independent Non-Executive
Director from 1 March 2022, further
strengthening the Board through his broad experience across the
mining and resources sectors, in operations, general management,
finance and strategy.
Outlook
This strong performance and considerably improved balance sheet,
supported by a robust rough diamond market, sets us well for the
second half of the year, although we may not benefit from the same
levels of record contribution from Exceptional Stones.
FY 2022 production is on track to meet guidance of 3.3 to 3.6
Mcts, and Capex is expected to be at the lower end of the guidance
of US$78 to US$92 million.
With the strong recovery in the diamond market, and the actions
we have taken, Petra is now also well placed for the future.
HIGHLIGHTS OF INVESTOR DAY
PRESENTATION
The following new information will be covered in today’s
Investor Day:
- Two major projects have been approved by the Board:
- Cullinan’s CC1E SLC: US$173
million capital estimate, extending mine plan to 2031,
project IRR greater than 30%.
- Finsch’s 3 level SLC: US$216
million capital estimate, extending mine plan to 2030,
project IRR greater than 30%.
- Cullinan and Finsch have additional resources to potentially
extend their mine plans well beyond 2031 and 2030
respectively.
- Petra does not provide guidance on diamond pricing.
However, it should be noted that the Cullinan mine has a history of
recovering Exceptional Stones which have contributed an average of
US$47 million per annum over the last
three years to Group revenues, and US$37
million per annum over the last five years.
Key operational guidance metrics
|
Unit |
FY22E |
FY23E |
FY24E |
FY25E |
Total carats
recovered |
Mcts |
3.3 – 3.6 |
3.3 – 3.6 |
3.3 – 3.6 |
3.6 – 3.9 |
Cash on-mine costs and
G&A1 |
$m |
300 - 310 |
300 – 320 |
300 – 320 |
300 - 320 |
Expansion
capex1 |
$m |
47 – 50 |
105 – 115 |
125 – 135 |
115 - 120 |
Sustaining
capex1 |
$m |
28 – 30 |
30 -32 |
30 – 32 |
26 - 28 |
Note 1: Opex and Capex guidance is
stated in FY 2022 real terms and based on an exchange rate of
ZAR15 / USD1.
- Beyond the guidance period, further expansion capital
expenditure of US$61 million, which
is expected to be invested between 2026 and 2029, includes
completion of these two major projects mentioned above and provides
for certain infrastructure projects at Cullinan, which are still to
be approved.
- Koffiefontein is expected to reach its end of life in depleting
available reserves by FY 2025. Petra is considering its
options to ensure a responsible exit while continuing to implement
the outcomes of the BRE project aiming to curtail the negative cash
flow impact on the Group.
- Detailed guidance is available on Petra’s website at
https://www.petradiamonds.com/investors/analysts/analyst-guidance/
INVESTOR DAY PRESENTATION DETAILS
Investor Day, including a summary of
the Interim Results: 09:30 GMT
today
Peel Hunt, 100 Liverpool Street,
London EC2M 2AT
Petra’s Chief Executive Richard
Duffy and Finance Director Jacques
Breytenbach will host an in-person presentation to update
the market on our strategy and medium-term operational
guidance. We will also briefly cover the Interim
results.
Live webcast of presentation
Please register at
https://webcasting.brrmedia.co.uk/broadcast/61fbded449f7751d18890b33
Dial in details
UK, tollfree/freephone: 0800 279 6877
UK, local: +44 (0)330 336 9601 (international calls may incur
operator costs)
Participant passcode: 5189226
If you have any questions, please call +44 (0) 20 7494 8203 or
email: investorrelations@petradiamonds.com .
Recording of presentation
A recording of the webcast will be available later today on
Petra’s website at
https://www.petradiamonds.com/investors/presentations/
ABOUT PETRA DIAMONDS
Petra Diamonds Limited is a leading independent diamond mining
group and a consistent supplier of gem quality rough diamonds to
the international market. The Company has a diversified portfolio
incorporating interests in three underground producing mines in
South Africa (Finsch, Cullinan and
Koffiefontein) and one open pit mine in Tanzania (Williamson).
Petra's strategy is to focus on value rather than volume
production by optimising recoveries from its high-quality asset
base in order to maximise their efficiency and profitability. The
Group has a significant resource base of ca. 230 million carats,
which supports the potential for long-life operations.
Petra strives to conduct all operations according to the highest
ethical standards and will only operate in countries which are
members of the Kimberley Process. The Company aims to generate
tangible value for each of its stakeholders, thereby contributing
to the socio-economic development of its host countries and
supporting long-term sustainable operations to the benefit of its
employees, partners and communities.
Petra is quoted with a premium listing on the Main Market of the
London Stock Exchange under the ticker 'PDL'. The Company’s
US$336.7 million notes due in 2026
are listed on the Irish Stock Exchange and admitted to trading on
the Global Exchange Market. For more information, visit
www.petradiamonds.com
FURTHER INFORMATION
Please contact:
Petra Diamonds,
London
Telephone: +44 7494 8203
Jill Sherratt
investorrelations@petradiamonds.com
Julia Stone
CEO’S REVIEW
Revenue growth, higher profitability
and cash flow in a strong diamond market
These results demonstrate Petra’s success in improving safety
measures, production, and operations, which enables us to take
advantage of the buoyancy of the diamond market.
Revenue for the half year increased 49% to US$264.7 million, buoyed by the strong jewellery
sales over the holiday period, the contraction in supply and a 16%
increase in rough diamond prices. This and the contribution
from Exceptional Stones, amounting to US$77.9 million, more than offset the 7%
reduction in sales volumes which was the result of a deferral of
post-pandemic outbreak sales to July
2020, within the comparative period. Adjusted
EBITDA rose 87% to US$150.9 million
with an Adjusted EBITDA margin of 57% (H1 FY 2021: 45%) supported
by the sales of Exceptional Stones.
The marked improvement in safety is best illustrated by the 64%
reduction in LTIFR. Our COVID-19 vaccination drives continues
and more than 50% of the South African workforce has been fully
vaccinated.
Diamond production was marginally up against the comparative
period and in line with guidance. Production was sustained
notwithstanding previously reported challenges following tunnel
convergence at Cullinan and steps taken to mitigate the waste
ingress at Finsch, both ofwhich were successfully implemented
during the Period. Preliminary conclusions of the BRE projects
confirm the feasibility of future life extension capital projects
at Finsch and the removal of the negative cash flow performance of
Koffiefontein.
Production resumed at Williamson during H1 FY 2022. During
December Petra entered into a Framework Agreement with the
Government of Tanzania and a
Memorandum of Understanding with Caspian Limited to reduce its
exposure in Tanzania while
retaining a controlling interest in Williamson.
We have engaged successfully at the national level on the
proposed design of the Independent Grievance Mechanism (“IGM”) and
other remedial initiatives and community programmes to address the
historical allegations of human rights abuses at the Williamson
mine in Tanzania. Local engagements are now planned for Q3 FY
2022.
Our improving cash flow generation is being enabled by Project
2022, which is now in its final stages. Since commencement
Project 2022 has delivered US$182
million in cash flow benefits, exceeding its net free cash
flow targets of US$100 million to
US$150 million over the three year
period to June 2022, supported by a
higher incidence of Exceptional Stones.
Health and safety
The LTIFR for H1 FY 2022 decreased to 0.18 (H1 FY 2021: 0.50).
The LTIs during the Period continued to be of low severity and
mostly behavioural in nature. The various remedial actions and
behaviour-based intervention programmes previously announced have
assisted in achieving the strong improvement in the safety trend.
The total number of injuries during H1 FY 2022, which includes
LTIs, decreased to 15 (H1 FY 2021: 19). Petra continues to target a
zero-harm working environment.
COVID-19 remains a risk to the health and safety of the Group’s
workforce. Petra has implemented systems and strategies across all
its operations aimed at preventing and/or containing the spread of
the virus. Petra’s focus remains on a vaccination drive of
its employees. In South Africa,
2,228 employees have been fully vaccinated (53% of the workforce)
and 266 partially vaccinated (16% of the workforce), while at
Williamson the vaccination campaign is progressing, although the
roll-out has been slower. More information on the Company’s
response to the pandemic is available on its
website:https://www.petradiamonds.com/sustainability/health-and-safety/our-response-to-covid-19/.
Production and operations
H1 FY 2022 production was in line with guidance and totalled
1,777,424 carats (H1 FY 2021: 1,740,862 carats). During the Period,
Williamson resumed production, having been on care and maintenance
since April 2020, while steps to
address both the prior waste ingress at Finsch as well as the
convergence of a tunnel during the Period at Cullinan have yielded
positive results.
As previously announced, during September
2021 convergence was experienced at the southern end of
Tunnel 41 in the C-Cut. Remedial action was focused on arresting
convergence by stabilising the affected pillars and re-establishing
access to the production tunnel. The impact on production is
now estimated to be a loss of approximately 11,000 tonnes per month
to the end of November 2022. Cullinan
is still expected to deliver on its annual guidance for FY 2022 of
1.7 to 1.9 Mcts.
We have made good progress on the BRE Projects at Finsch and
Koffiefontein, initiated in July 2021
to comprehensively review and improve the mines’ cost bases and
enhance operating margins. Transition plans with
recommended deliverables and due dates have been drafted for both
operations.
- The plan for Finsch concluded that it is possible to meet the
targeted production levels of c. 2.8 - 3.1 Mt per annum with a
significant reduction in the cost base in excess of ZAR100 million (c. US$6.7
million) per annum. This level of cost savings ensures
a long-term sustainable operation.
- The BRE Project conclusion for Koffiefontein reaffirmed the
current mine plan to 2025. At the same time, ideas identified
to reduce cost and improve efficiencies will result in curtailing
negative cash flow.
Production ramp-up at Williamson commenced during H1 FY 2022
with 1.4 Mt ROM processed in the period, yielding 82.9 Kcts,
including the exceptional 32.32 carat pink stone covered in
‘Diamond Sales’.
Diamond market
The diamond market ended the calendar year in a strong state,
with evidence of buoyant jewellery sales during the important
festive retail period as consumers released pent-up demand for
luxury items. The recent Bain Diamond Report 2021-22 estimates that
the diamond jewellery market experienced decade-high growth of +29%
to c. US$84 billion in 2021, with the
major US market growing 38% as consumers were keen to spend the
savings accumulated in 2020 on meaningful items.
Demand at Petra’s most recent tender spanned across the entire
spectrum of rough assortments and sizes and reflected the shortages
of goods further to the recent contraction of global rough
supply.
Petra’s Investor Day presentation today will address the
compelling fundamentals of the diamond market, where the supply
side is characterised by a small and depleting number of producing
mines globally, with very limited exploration and new projects in
the pipeline. The demand side continues to be driven by growing
middle classes worldwide and the broadening of opportunities to
give and receive diamonds to mark the most important milestones in
our lives.
The Company continues to closely monitor the impact of COVID-19
on its clients’ ability to attend tenders and will continue its
flexible approach in planning its upcoming sales events.
Diamond sales
H1 FY 2022 revenue increased 49% to US$264.7 million (H1 FY 2021: US$178.1 million) driven by the sale of
Exceptional Stones totalling US$77.9
million (H1 FY 2021: US$40.4
million), being:
- the exceptional 39.34 carat blue diamond from the Cullinan mine
sold for US$40.2 million;
- the 342.92 carat Type IIa white diamond from the Cullinan mine
sold for US$10.0 million (the Company
has retained a 50% interest in the profit uplift of the polished
proceeds, after costs, of the 342.92 carat white diamond, as well
as an 18.30 carat Type IIb blue diamond which sold for US$3.5 million);
- the exceptional 32.32 carat pink diamond from the Williamson
mine sold for US$13.8 million;
and
- the 295.79 carat white diamond from the Cullinan mine sold for
US$13.9 million.
H1 revenue also benefited from realised diamond prices on a
like-for-like basis being up ca. 16% compared to the preceding
six-month period to 30 June 2021.
Sales volumes reduced by some 7% compared to the comparative
period when significantly higher volumes were sold, mostly
off-tender, following the inventory build witnessed late in FY 2020
after the initial COVID-19 outbreak. Tender volumes and resultant
diamond inventories have now normalised in line with normal tender
timings.
Prices achieved during H1 FY 2022 are set out in the table
below:
Mine |
Actual
H1 FY 2022
(US$/ct) |
Actual
H1 FY 2021
(US$/ct) |
Actual
FY 2021
(US$/ct) |
Cullinan |
192 |
120 |
111 |
Finsch |
97 |
71 |
77 |
Koffiefontein |
538 |
590 |
419 |
Williamson |
760 |
150 |
150 |
Project 2022 update
Project 2022 commenced in July
2019 and has now reached the final half year of this
36-month project scheduled for completion in June 2022. The project’s key focus was to
increase the cash flow generation of the Company through increased
production levels and reduced operating and capital expenditure,
while introducing a standardised business improvement process as
part of the Company’s operating model.
The production results of H1 FY 2022 are testament to the
positive impact of Project 2022’s ideas and principles on
stabilising and improving operating performance, evident at
Cullinan and Finsch in particular. This, together with the positive
impact of Project 2022 on the operating and capital cost
performance of the operations, are expected to result in the Group
exceeding its earlier guidance for net free cashflow for the
three year period to June 2022 of
between US$100 and US$150 million, by realising at least
US$200 million.
The first and second phases of the Project 2022 Organisational
Design (“OD”) Review have been completed, which involved updating
role descriptions, grading these roles and amending the Group’s
Remuneration Policy to address both market competitiveness and
internal equity to strategically manage the investment in our
employees. The focus of the OD Project in FY 2022 is on
improving performance management through developing and aligning
KPIs across the business to further enhance accountability and
delivery.
The transition from Project 2022 to business improvement being
integrated with the Company’s operating model, to ensure that the
benefits of the structures and systems created by Project 2022
continue over the longer term, is in progress and is scheduled to
be concluded by June 2022.
Williamson Mine – human rights
update
Petra has implemented various remedial initiatives and is
putting in place the Independent Grievance Mechanism (“IGM”) as
well as community programmes to address the historical allegations
of human rights abuses at the Williamson mine in Tanzania. More information on this can be
found on Petra’s website at:
https://www.petradiamonds.com/our-operations/our-mines/williamson/allegations-of-human-rights-abuses-at-the-williamson-mine/.
During H1 FY 2022, a series of engagements with Government
Ministries and Agencies, Civil Society and NGOs were conducted in
Dodoma and Dar es Salaam, seeking feedback and support on the
proposed design of the IGM. Local engagements, particularly
with those for whom the IGM is intended, are planned for Q3 FY
2022, following successful engagements at the national level. The
current target is for the launch of the pilot phase of the IGM by
the end of August 2022 (Q1 of FY
2023) provided that meaningful engagement with all stakeholders is
completed by the end of March 2022.
This will allow the IGM to be fully operational by the end of Q1 FY
2023.
Whilst the IGM is still being developed, a mechanism has been
set up to enable community members to confidentially and securely
register alleged historical Tier 2 grievances. This mechanism
continues to receive such grievances and a significant number have
been registered to date. As the IGM is not yet operational,
and therefore unable to commence the investigation of such
grievances, it is too early to evaluate the merits of these
grievances.
As previously announced, a number of projects are being put in
place to provide sustainable benefits to the communities located
close to the mine, with in excess of one million pounds of agreed
funding paid by Petra into an escrow account to fund these
projects.
The gender-based violence campaign has since been launched and
continues to gain traction within the community. The medical
support services project at Mwadui hospital commenced on
10 January 2022 with physiotherapy
screening being provided to community members, as part of the
project.
During H1 FY 2022, there was a total of 295 reported incidents
of illegal incursions onto the Williamson mine lease area,
resulting in twelve illegal miners, ten security officials and five
police officials suffering minor injuries and 74 arrests being
made. These incidents will be further investigated as appropriate
and corrective actions taken where necessary. Subject to the
outcome of these investigations, the Company believe the Williamson
Diamonds Limited (“WDL”) and contracted security teams acted in
accordance with the Voluntary Principles on Security and Human
Rights.
WDL is also continuing its extensive engagement with communities
around the mine to highlight the dangers of illegal mining, seeking
to reduce illegal incursions onto the Williamson mine lease area,
with a particular focus on seeking to reduce or eliminate the
involvement of minors in illegal mining. Further, WDL continues its
engagement at local and central Government level to work with the
authorities to act against the illegal syndicates that are believed
to be funding many of the incursions.
Petra will continue to monitor the effects of actions taken to
date and is committed to the programmes and initiatives detailed in
its 12 May 2021 announcement,
available on the website link noted above.
Williamson – Framework Agreement and
Memorandum of Understanding
On 13 December 2021, a Framework
Agreement was entered into with the Government of Tanzania regarding the Williamson mine,
reducing Petra’s indirect shareholding from 75% to 63%. On
15 December 2021 a non-binding
Memorandum of Understanding (“MoU”) was entered into to sell 50%
(less one share) of the entity that holds Petra’s shareholding in
WDL to Caspian Limited. Upon completion of the transactions
contemplated by the MoU and the capital restructuring in the
Framework Agreement becoming effective (expected in H2 2022), Petra
and Caspian will each indirectly
hold a 31.5% stake in WDL, but with Petra retaining control through
its controlling interest in the entity that holds Petra’s shares in
WDL and the Government of Tanzania
holding the remaining 37%. These agreements are in line with
Petra’s objective of reducing its exposure in Tanzania while retaining control. The
Williamson mine is therefore no longer classified as an asset held
for sale and has been consolidated for the period ending
31 December 2021. For further detail
refer to note 17.
Share consolidation
On 29 November 2021 the Company
completed a share consolidation of one new share for every 50
existing shares, with the Company’s resultant issued share capital
now consisting of 194,201,785 ordinary shares of 0.05 pence each.
FINANCIAL RESULTS
SUMMARY RESULTS (unaudited)
|
6
months to 31 December 2021
(“H1 FY 2022”) |
6
months to 31 December 2020
(“H1 FY 2021”) |
Year
ended 30 June 2021
(“FY 2021”) |
US$
million |
US$
million |
US$
million |
Revenue |
264.7 |
178.1 |
406.9 |
Adjusted mining and
processing costs1 |
(109.8) |
(99.2) |
(276.1) |
Other direct
income |
0.3 |
5.1 |
6.8 |
Profit from mining
activity2 |
155.2 |
84.0 |
137.6 |
Other corporate
income |
0.6 |
— |
— |
Adjusted corporate
overhead16 |
(4.9) |
(3.2) |
(7.4) |
Adjusted
EBITDA3 |
150.9 |
80.8 |
130.2 |
Depreciation and
Amortisation |
(43.5) |
(38.2) |
(80.8) |
Share-based
expense |
(0.1) |
(0.2) |
(0.5) |
Net finance
expense |
(16.2) |
(35.9) |
(67.2) |
Adjusted
profit/(loss) before tax |
91.1 |
6.5 |
(18.3) |
Tax expense (excluding
taxation credit / charge on impairment charge and unrealised
foreign exchange gain / (loss))13 |
(24.7) |
(3.8) |
(7.2) |
Adjusted net
profit/(loss) after tax4 |
66.4 |
2.7 |
(25.5) |
Impairment reversal /
(charge) – operations and other receivables5 |
0.1 |
(0.2) |
(38.4) |
Impairment of BEE
loans receivable – expected credit loss release 6 |
— |
4.6 |
5.8 |
Gain on extinguishment
of Notes net of unamortised costs |
— |
— |
213.3 |
Profit on disposal of
subsidiary7 |
— |
14.7 |
14.7 |
Recovery / (costs) and
fees relating to investigation and settlement of human rights abuse
claims |
0.2 |
— |
(12.7) |
Provision for
unsettled and disputed tax claims |
— |
— |
(19.5) |
Net unrealised foreign
exchange (loss) / gain |
(28.7) |
65.1 |
74.6 |
Taxation credit /
(charge) on unrealised foreign exchange (loss) /
gain13 |
11.1 |
(19.3) |
(19.9) |
Taxation credit on
impairment charge |
— |
— |
4.2 |
Net profit after
tax |
49.1 |
67.6 |
196.6 |
Earnings per share attributable to equity holders of the Company
–
US cents |
|
|
|
Basic profit per
share |
22.29 |
315.29 |
260.70 |
Adjusted profit /
(loss) per share8 |
29.01 |
4.23 |
(36.20) |
|
Unit |
As
at 31 December 2021
(US$ million) |
As
at 31 December 2020
(US$ million) |
As at
30 June 2021
(US$ million) |
Cash at bank including
Williamson– (including restricted amounts) |
US$m |
272.3 |
106.3 |
173.0 |
Cash at bank -
Williamson |
US$m |
16.5 |
2.5 |
9.2 |
Diamond debtors –
including Williamson |
US$m |
0.4 |
3.7 |
38.3 |
Diamond debtors –
Williamson |
US$m |
— |
— |
— |
Diamond
inventories - including Williamson14 |
US$m
/Cts |
79.6
819,252 |
105.0
1,385,402 |
56.5
637,676 |
Diamond
inventories - Williamson14 |
US$m
Cts |
20.5
133,239 |
11.4
76,977 |
11.4
76,977 |
US$336.7m loan notes
(issued March 2021)9 |
US$m |
346.4 |
— |
327.3 |
US$650 million loan
notes9 |
US$m |
— |
702.0 |
— |
Bank loans and
borrowings10 |
US$m |
78.6 |
61.2 |
103.0 |
BEE partner bank
facilities11 |
US$m |
— |
47.2 |
— |
Consolidated Net
debt12 |
US$m |
152.3 |
700.4 |
228.2 |
Bank facilities
undrawn and available10 |
US$m |
0.6 |
— |
7.7 |
The following
exchange rates have been used for this announcement: average for H1
FY 2022 US$1:ZAR15.03 (H1 FY 2021: US$1: ZAR16.27, FY
2021: US$1:ZAR15.41); closing rate as at 31 December 2021 US$1:ZAR15.99
(31 December 2020 US$1:ZAR14.69,
30 June 2021: US$1:ZAR14.27).
Notes:
The Group uses several non-GAAP measures above and throughout
this report to focus on actual trading activity by removing certain
non-cash or non-recurring items. These measures include adjusted
mining and processing costs, profit from mining activities,
adjusted EBITDA, adjusted net profit after tax, adjusted earnings
per share, adjusted US$ loan note, net debt and consolidated net
debt for covenant measurement purposes. As these are
non-GAAP measures, they should not be considered as replacements
for IFRS measures. The Group’s definition of these non-GAAP
measures may not be comparable to other similarly titled measures
reported by other companies. The Board believes that such
alternative measures are useful as they exclude one-off items such
as the impairment charges and non-cash items to provide a clearer
understanding of the underlying trading performance of the
Group.
- Adjusted mining and processing costs are mining and
processing costs stated before depreciation.
- Profit from mining activities is revenue less adjusted
mining and processing costs plus other direct income.
- Adjusted EBITDA is stated before depreciation, amortisation
of right-of-use asset, costs and fees relating to investigation and
settlement of human rights abuse claims, share-based expense, net
finance expense, tax expense, loss on discontinued
operations, net of tax, impairment charges, expected
credit loss release/ (charge), gain on extinguishment of Notes net
of unamortised costs, profit on disposal of subsidiary and net
unrealised foreign exchange gains and losses.
- Adjusted net profit/(loss) after tax is net profit/(loss)
after tax stated before impairment charge, expected credit release
(loss) provision, gain on extinguishment of Notes net of
unamortised costs, profit on disposal net unrealised foreign
exchange gains and losses, and excluding taxation (charge) credit
on net unrealised foreign exchange gains and losses and excluding
taxation credit on impairment charge.
- Impairment reversal of US$0.1
million (30 June 2021:
US$38.4 million charge and
31 December 2020: US$0.2 million charge) was due to the Group’s
impairment review of its operations and other receivables. Refer to
note 15 for further details.
- Reversal of impairment of BEE loans receivable of US$nil
(30 June 2021: US$5.8 million and 31
December 2020: US$4.6 million)
is due to the Group’s expected credit loss assessment of its BEE
loans receivable. Refer to note 11 for further details.
- The profit on disposal of subsidiary of US$14.7 million in FY2021 includes the
reclassification of foreign currency translation reserve, net of
tax of Sekaka Diamonds (Pty) Ltd.
- Adjusted EPS is stated before impairment charge, expected
credit release (loss) provision, gain on extinguishment of
Notes net of unamortised costs, profit on disposal of
subsidiary, costs and fees relating to investigation and
settlement of human rights abuse claims, net unrealised foreign
exchange gains and losses, and excluding taxation (charge) credit
on net unrealised foreign exchange gains and losses and excluding
taxation credit on impairment charge.
- The US$336.7 million loan
notes have a carrying value of US$346.4
million (FY2021: US$327.3
million) which represents the gross capital of US$336.7 million of notes, plus accrued interest
and net of unamortised transaction costs capitalised, issued
following the capital restructuring (the “Restructuring”) completed
during March 2021. Refer to
detailed Debt Restructuring Note 18.
The US$650
million loan notes represent the gross capital of
US$650 million of notes issued on
April 2017, plus accrued and unpaid
interest for the relevant periods; these loan notes were settled in
full following the completion of the Restructuring.
- Bank loans and borrowings represent amounts drawn under the
Group’s refinanced South African bank facilities as part of the
Restructuring and comprise the ZAR856.1
million term loan (US$53.5
million), net of unamortised transaction costs capitalised
of US$1.2 million, and ZAR402.2 million (US$25.1
million) drawn (including accrued interest) under the
ZAR408.8 million (US$30.1 million) revolving credit facility. Under
the revolving credit facility, ZAR8.8
million (US$0.6 million)
remains undrawn and available. During FY 2021 and as part of
the Restructuring, the BEE partner bank facilities (which comprised
the BEE guarantees) were settled by the Group through proceeds of
the ZAR1.2 billion term loan. Post
Period end, the Group settled the RCF (capital plus interest), for
further detail refer to note 19.
- BEE partner bank facilities represents the BEE guarantees of
US$nil (ZARnil) (30 June 2021: US$nil
(ZARnil) and 31 December 2020:
US$47.2 million (ZAR692.8 million)).
- Consolidated Net Debt is bank loans and borrowings plus loan
notes, less cash, less diamond debtors plus BEE partner bank
facilities.
- Tax (expense) / credit is the tax (expense) / credit for the
Period excluding taxation credit / (charge) on impairment charge
and unrealised foreign exchange gain / (loss) generated during the
Period, such exclusion more accurately reflects resultant Adjusted
net profit / (loss).
- Williamson’s diamond inventory includes the 71,654.45
carat parcel of diamonds blocked for export during August 2017, with a carrying value of
US$10.6 million. In terms of the
framework agreement reached with the Government of Tanzania, as announced on 13 December 2021, the proceeds from the sale of
this parcel will be allocated to Williamson.
- Operational free cashflow is defined as cash generated from
operations less acquisition of property, plant and
equipment.
Revenue
H1 FY2022 revenue increased 49% to US$264.7 million (H1 FY 2021: US$178.1 million) driven by sales from
Exceptional Stones contributing US$77.9
million during the Year (H1 FY 2021: US$40.4 million); supported by the strong diamond
market. Diamonds sold for the Period decreased 7% to 1,595,851
carats (H1 FY 2020: 1,712,797 carats), which was offset by rough
diamond prices on a like-for-like basis by increasing ca. 16%
compared to H1 FY2021.
Mining and processing costs
The mining and processing costs for H1 FY 2022 are comprised of
on-mine cash costs as well as other operational expenses. A
breakdown of the total mining and processing costs for the Year is
set out below.
|
On-mine
cash costs1
US$m |
Diamond
royalties
US$m |
Diamond
inventory and stockpile movement
US$m |
Group
technical, support and marketing costs2
US$m |
Adjusted
mining and processing costs
US$m |
Depreciation3
US$m |
Total
mining and processing costs (IFRS)
US$m |
H1 FY
2022 |
129.8 |
3.4 |
(29.5) |
6.1 |
109.8 |
43.1 |
152.9 |
H1 FY
2021 |
94.4 |
2.4 |
(5.9) |
8.3 |
99.2 |
37.7 |
136.9 |
FY
20214 |
208.9 |
3.2 |
42.2 |
21.8 |
276.1 |
80.0 |
356.1 |
Notes:
- Includes all direct cash operating expenditure at
operational level, i.e. labour, contractors, consumables, utilities
and on-mine overheads.
- Certain technical, support and marketing activities are
conducted on a centralised basis.
- Includes amortisation of right-of-use assets under IFRS 16
of US$0.6 million (H1 FY2021:
US$2.3 million and FY 2021:
US$0.6 million) and excludes
exploration and corporate / administration.
- For comparative purposes, the FY 2021 figures include
Williamson as it is no longer held for sale at 31 December 2021.
Absolute on-mine cash costs in H1 FY 2022 increased by ca. 37%
compared to H1 FY 2021 and in line with expectations, due to:
- The effect of translating ZAR denominated costs at the South
African operations at a stronger ZAR/USD average exchange rate (ca.
9.2% increase);
- Williamson mine resuming production in H1 FY2022 after being on
care and maintenance throughout the period in H1 FY2021 (ca. 11.2%
increase);
- Other cost movements, due to deferral of certain expenditure as
a result of the Covid-19 restrictions during H1 FY2021, as well as
the impact of T41 Tunnel convergence at CDM (ca. 4.0% increase);
and
- inflationary increases (ca. 6.9% increase), the impact of
electricity costs (2.1% increase) and annual labour increases for
FY2021 deferred to January 2021 (ca.
3.6% increase).
Royalties increased to US$3.4
million (H1 FY 2021: US$2.4
million) due to an increase royalty percentage following
increase in profit net of capex, as defined in the royalty
legislation of South Africa.
Profit from mining activities
Profit from mining activities increased 85% to US$155.2 million (H1 FY 2021: US$84.0 million), mainly due to improved diamond
pricing and the contributions from Exceptional Stones.
Adjusted corporate overhead – general
and administration
Corporate overhead (before depreciation and share based
payments) increased to US$4.9 million
for the Period (H1 FY 2021: US$3.2
million) mainly attributable to the ZAR strengthening
against the USD and the increase in corporate governance
structures, strategic developments and Board appointments
introduced during the Period.
Adjusted EBITDA
Adjusted EBITDA, being profit from mining activities less
adjusted corporate overhead, increased 87% to US$150.9 million (H1 FY 2021: US$80.8 million), representing an adjusted EBITDA
margin of 57% (H1 FY 2021: 45%), driven by the contribution from
Exceptional Stones, the stronger diamond market and diamond prices
achieved.
Depreciation and amortisation
Depreciation and amortisation for the Period increased to
US$43.1 million (H1 FY 2021:
US$37.7 million), mainly due to the
strengthening of the ZAR against the USD and production
recommencing at Williamson.
Impairment reversal / charge
As a result of the impairment reviews carried out at Cullinan,
Finsch, Koffiefontein and Williamson, and the Group’s other
receivables during the Period, the Board recognised an overall net
impairment reversal of US$0.1 million
(H1 FY 2021: US$0.2 million
impairment charge), comprising impairment charges of the Williamson
VAT receivable of US$0.7 million (H1
FY2021: US$0.2 million) and
Koffiefontein property, plant and equipment of US$0.3 million (H1 FY2021: US$nil) and the
recoupment of US$1.1 million
previously impaired in respect of the KEM JV receivable. Further
details are provided in note 15.
Impairment reviews carried out at Cullinan, Finsch, and
Williamson operational assets did not result in an impairment
charge or reversal during the Period (H1 FY 2021: US$nil). Asset
level impairments at Koffiefontein amount to US$0.3 million (H1 FY 2021: US$nil), of the
Group’s carrying value of property, plant and equipment of
US$624.0 million (H1 FY 2021:
US$773.3 million) pre-impairment.
Impairment of BEE loans receivable – expected credit
loss provision
The Group has applied the expected credit loss impairment model
to its BEE loans receivable. In determining the extent to which
expected credit losses may apply, the Group assessed the future
free cashflows to be generated by the mining operations based on
the current mine plans. Based on the assessment, the Group’s free
cashflows generated indicated a net credit loss reversal of US$nil
(H1 FY2021: US$4.6 million expected
credit loss reversal, comprising of US$4.6
million provision reversal in respect of Cullinan and Finsch
(refer to note 2 for further detail).
Net financial income
Net financial expense of US$44.9
million (H1 FY 2021: US$29.2
million income) comprises:
- net realised foreign exchange gain on settlement of forward
exchange contracts of US$8.8 million
(H1 FY 2021: US$3.6 million foreign
exchange losses).
- interest received on bank deposits of US$0.5 million (H1 FY 2021: US$0.4 million);
- net interest receivable on the BEE partner loans and
amortisation of lease liabilities in accordance with IFRS 16 of
US$1.3 million (H1 FY 2021:
US$2.6 million net interest
payable)
offset by:
- interest on the Group’s debt and working capital facilities of
US$23.8 million (H1 FY 2021:
US$27.6 million);
- a charge for the unwinding of the present value adjustment for
Group rehabilitation costs of US$3.0
million (H1 FY 2021: US$2.5
million); and
- net unrealised foreign exchange losses of US$28.7 million due to the ZAR strengthening
against the US Dollar (H1 FY 2021: US$65.1
million foreign exchange gains – ZAR weakness against the US
Dollar) representing (i) the unrealised foreign exchange
gains/losses on the foreign currency retranslation of cross border
loans considered to be repayable in the foreseeable future, and
(ii) unrealised losses on forward exchange contracts (refer to note
6 for further detail);
Tax credit / charge
The tax charge of US$13.6 million
(H1 FY 2021: US$23.1 million)
comprising deferred tax charge of US$24.3
million (H1 FY 2021: US$3.8
million) in respect of the utilisation of capital allowances
at Cullinan and Finsch and US$11.1
million deferred tax credit (US$19.3
million charge due to unrealised foreign exchange gains)
relating to unrealised foreign exchange losses during the Period,
which reduced existing deferred tax liabilities, with an income tax
charge of US$0.4 million at Finsch
for the Period (H1 FY 2021: US$nil).
Profit on disposal of subsidiary
including associated impairment, net of tax
In H1 FY2021, the profit on disposal of subsidiary including
associated impairment, net of tax of US$14.7
million relates to the Group’s disposal of its interests in
Sekaka, its exploration operations in Botswana, and is made up of a US$0.3 million disposal consideration, net profit
of US$1.3 million for the Period
1 July 2020 to the 30 November 2020 disposal date and the recycling
of the foreign currency translation reserve of US$13.3 million, offset by a net asset disposal
amount of US$0.2 million. Refer to
Note 16 for the detailed breakdown.
Williamson
At the end of FY2021, the Board had decided to review its
strategic options at Williamson and the asset was classified as an
asset held for sale.
In terms of the IFRS requirements to measure the assets of a
disposal group at the lower of carrying amount and fair value less
costs to sell, the determination of the fair value is complex and
subject to considerable judgement. Based on management’s best
estimate of the fair value at 30 June
2021, the following amounts were recognised as a result of
that reclassification:
- An impairment charge of US$21.4
million in respect of property, plant and equipment;
- A US$11.2 million charge
attributable to Williamson’s net loss for FY2021; and
- A US$19.5 million provision for
unsettled and disputed tax claims arising from the ordinary course
of business.
During H1 FY2022, the Group entered into a Framework Agreement
with the Government of Tanzania
regarding the Williamson mine reducing Petra’s indirect
shareholding from 75% to 63%. Petra also entered into a
non-binding Memorandum of Understanding (“MoU”) to sell 50% less
one share of the entity that holds Petra’s shareholding in WDL to
Caspian Limited. Upon completion of the transactions contemplated
by the MoU and the capital restructuring in the Framework Agreement
becoming effective (expected in H2 FY2022), Petra and Caspian will each indirectly hold a 31.5%
stake in WDL, but with Petra retaining a controlling interest in
WDL and the Government of Tanzania
holding the remaining 37%. These agreements are in line with
Petra’s objective of reducing its exposure in Tanzania while retaining control, through its
controlling interest in the entity that holds Petra’s shares in
WDL. The Williamson mine is therefore no longer classified as an
asset held for sale in H1 FY2022 which is the same treatment for
the period H1 FY2021. Refer to Note 17 for additional
detail.
Group profit / loss
The Group’s net profit after tax is US$49.1 million (H1 FY 2020: US$67.6 million) impacted by negative
non-cash foreign exchange movement amounting to US$63.4 million (net of tax
Earnings per share
Basic profit per share from continuing operations of
22.29 US$ cents was recorded (H1 FY
2021: 315.29 US$ cents, including
gain on extinguishment of Notes).
Adjusted profit per share from continuing operations (adjusted
for impairment charges, taxation credit on net unrealised foreign
exchange losses and net unrealised foreign exchange gains and
losses) of 29.01 US$ cents was
recorded (H1 FY 2021: 4.23 US$ cents
loss (adjusted for impairment charges, taxation charge on net
unrealised foreign exchange gains and net unrealised foreign
exchange gains and losses)).
The comparative basic profit per share and adjusted profit per
share have been adjusted to give effect to the share consolidation
of one new share for every 50 existing shares completed on
29 November 2021, with the Company’s
resultant issued share capital now consisting of 194,201,785
ordinary shares of 0.05 pence
each.
Operational free cash flow
During the Period operational free cash flow of US$122.4 million (H1 FY 2021: US$54.0 million before restructuring fees of
US$15.5 million) reflects the impact
from the sale of Exceptional Stones and stronger diamond
prices. This strong cash flow performance compared to H1
FY2021 was positively impacted by:
- US$4.8 million inflow (H1 FY
2021: US$5.7 million outflow) cash
finance expenses net of finance income and net realised foreign
exchange gains/(losses).
This was offset by:
- Restructuring fees settled during the Period of US$nil (H1 FY
2020:US$15.5 million; FY 2021
US$29.9 million); and
- US$3.5 million dividend paid to
BEE partners (H1 FY 2021: US$5.0
million advances to BEE partners, largely related to
servicing of BEE bank debt, with the advances recoverable against
future BEE partner distributions).
Cash and Diamond Debtors
As at 31 December 2021, Petra had
cash at bank of US$272.3 million (H1
FY 2021: US$106.3 million). Of
these cash balances, US$256.7 million
was held as unrestricted cash (H1 FY 2021: US$92.4 million), US$14.8
million was held by Petra’s reinsurers as security deposits
on the Group’s cell captive insurance structure (with regards to
the Group’s environmental guarantees) (H1 FY 2021: US$12.9 million) and US$0.8 million was held by Petra’s bankers as
security for other environmental rehabilitation bonds lodged with
the Department of Mineral Resources and Energy in South Africa (H1 FY 2021: US$0.8 million).
Diamond debtors at 31 December
2021 were US$0.4 million (H1
FY 2021: US$3.7 million).
Loans and Borrowings
The Group had loans and borrowings (measured under IFRS) at
Period end of US$425.3 million (H1 FY
2021: US$810.4 million) mainly
comprised of US$346.4 million Notes
(includes US$30.5 million accrued
interest and unamortised transaction costs of US$17.3 million) (H1 FY 2020: US$702.0 million), bank loans and borrowings of
US$78.6 million (includes interest of
US$0.1 million and unamortised
transaction costs of US$1.7 million)
(H1 FY 2021: US$61.2 million) and BEE
partner bank facilities of US$nil (H1 FY 2021: US$47.2 (off-balance sheet guarantees)). Bank
debt facilities undrawn and available to the Group at 31 December 2021 were US$0.6 million (H1 FY 2021: US$nil). Post Period
end, the Company repaid the RCF of ZAR404.5
million (US$25.3 million), the
RCF facility was not cancelled and remains available to the
Group.
Consolidated net debt at 31 December
2021 was US$152.3 million (H1
FY 2021: US$700.4 million).
Covenant Measurements attached to
banking facilities
The Company’s EBITDA-related covenants associated with its
banking facilities during the Period were as outlined below:
- To maintain a 1.3x debt service cover ratio tested
semi-annually on a rolling 12-month basis; and
- To maintain liquidity requirements, of ZAR200 million (US$12.5
million) based on covenant measurements every half year. The
minimum liquidity requirement immediately after a Fixed Income
Investor’s coupon repayment is US$20.0
million.
Post Period end, Petra refinanced its first lien banking
facilities with amended covenants. For further detail refer
to Note 19 below.
Going concern considerations
The Board has reviewed the Group’s forecasts with various
sensitivities applied, for the 18 months to June 2023, including both forecast liquidity and
covenant measurements. As per the First Lien agreements, the
liquidity and covenant measurements exclude contributions from
Williamson’s trading results and only recognises cash distributions
payable to Petra upon forecasted receipt, or Petra’s funding
obligations towards Williamson upon payment.
The Board has given careful consideration to potential risks
identified in meeting the forecasts under the review period. These
included risks associated with COVID-19, the likelihood and impact
of which has been assessed as having reduced since the previous
report date. As such, the risks of production disruptions, deferral
of tenders due to travel restrictions and adverse impacts on
diamond pricing directly related to COVID-19 were removed from the
sensitivity analyses. Instead, more general disruptions to
operations were considered, which may relate to, inter alia, either
COVID-19, labour or adverse weather conditions.
The following have been key considerations in assessing the
Group’s ability to operate as a going concern at the date of this
report:
- a disruption in forecast production taking production offline
for a period of two weeks at either Cullinan or Finsch;
- a sustained 5% decrease in forecast rough diamond prices
throughout the forecast period;
- a sustained 5% decrease in forecast rough diamond prices
throughout the forecast period; and
- a combination of the above.
Under all the cases, the forecasts indicate that the Company
will be able to operate within the covenants and maintain
sufficient liquidity. The Group’s liquidity outlook over the
18-month period to June 2023 remains
strong, even when applying sensitivities to the base case
forecast.
The forward-looking covenant measurements associated with the
new First Lien facility do not indicate any breaches during the
18-month review period, both in the base case and all stressed
cases, although the combined stressed case shows marginal headroom
for the required interest cover ratio, specifically in the
December 2022 measurement period. The
above-plan actual cash flow generation during H1 FY 2022 coupled
with improving market conditions and further supported by more
appropriate First Lien facilities and covenants, mitigated the risk
of covenant breaches in the 18-month forecast period as previously
noted in the Company’s going concern assessment included in the FY
2021 Annual Report.
As a result, the Board concluded that there are no material
uncertainties that would cast doubt of the Company continuing as a
going concern. See ‘Basis of preparation including going
concern’ in the Financial Statements for further information.
Capex
Total Group Capex for the Period increased to US$16.7 million (H1 FY 2021: US$8.6 million), comprising:
- US$11.7 million expansion Capex
(H1 FY 2021: US$6.3 million);
and
- US$5.0 million sustaining Capex
(H1 FY 2021: US$2.3 million).
Capex |
Unit |
H1
FY 2022 |
H1
FY 2021 |
Cullinan |
US$m |
12.5 |
5.9 |
Finsch |
US$m |
2.5 |
1.3 |
Koffiefontein |
US$m |
0.3 |
0.6 |
Williamson |
US$m |
0.8 |
0.3 |
Subtotal – Capex
incurred by operations |
US$m |
16.1 |
8.1 |
Corporate |
US$m |
0.6 |
0.5 |
Total Group
Capex |
US$m |
16.7 |
8.6 |
Dividend
No dividend was declared for H1 FY 2022 (H1 FY2021: US$nil).
OPERATIONAL REVIEW
H1 FY 2022 Sales, Production and Capex
– Summary
|
Unit |
H1 FY
2022 |
H1 FY
2021 |
Variance |
FY
20211 |
Sales |
|
|
|
|
|
Diamonds sold |
Carats |
1,595,851 |
1,712,797 |
-7% |
3,960,475 |
Gross
revenue |
US$m |
264.7 |
178.1 |
+49% |
406.9 |
|
|
|
|
|
|
Production |
|
|
|
|
|
ROM tonnes |
Mt |
5.4 |
4.2 |
+29% |
7.7 |
Tailings &
other1 tonnes |
Mt |
0.2 |
0.2 |
0% |
0.4 |
Total tonnes
treated |
Mt |
5.6 |
4.4 |
+27% |
8.1 |
|
|
|
|
|
|
ROM
diamonds |
Carats |
1,649,989 |
1,644,846 |
0% |
3,057,860 |
Tailings & other
diamonds |
Carats |
127,435 |
96,016 |
+33% |
182,452 |
Total
diamonds |
Carats |
1,777,424 |
1,740,862 |
+2% |
3,240,312 |
|
|
|
|
|
|
Capex |
|
|
|
|
|
Expansion |
US$m |
11.7 |
6.3 |
+86% |
16.9 |
Sustaining |
US$m |
5.0 |
2.3 |
+117% |
6.9 |
Total |
US$m |
16.7 |
8.6 |
+94% |
23.8 |
Note:
- FY2021 comparatives have been restated to include
Williamson.
Overall carat production increased 2% to 1,777,424 carats (H1 FY
2021: 1,740,862 carats), largely attributable to Williamson
resuming production during the Period, following an extended period
of care and maintenance.
Cullinan – South Africa
|
Unit |
H1
FY 2022 |
H1
FY 2021 |
Variance |
FY
2021 |
Sales |
|
|
|
|
|
Gross revenue |
US$M |
167.7 |
107.3 |
+56% |
250.6 |
Diamonds sold |
Carats |
872,304 |
894,758 |
-3% |
2,261,058 |
Average price per
carat |
US$ |
192 |
120 |
+60% |
111 |
|
|
|
|
|
|
ROM
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
2,306,986 |
2,339,473 |
-1% |
4,614,802 |
Diamonds produced |
Carats |
843,202 |
913,626 |
-8% |
1,761,490 |
Grade¹ |
Cpht |
36.5 |
39.1 |
-7% |
38.2 |
|
|
|
|
|
|
Tailings
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
238,293 |
221,385 |
+8% |
445,538 |
Diamonds produced |
Carats |
127,435 |
96,016 |
+33% |
182,452 |
Grade¹ |
Cpht |
53.5 |
43.4 |
+23% |
41.0 |
|
|
|
|
|
|
Total
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
2,545,279 |
2,560,858 |
-1% |
5,060,339 |
Diamonds
produced |
Carats |
970,637 |
1,009,642 |
-2% |
1,943,942 |
|
|
|
|
|
|
Costs |
|
|
|
|
|
On-mine cash cost per
total tonne treated |
ZAR |
298 |
239 |
+25% |
260 |
|
|
|
|
|
|
Capex |
|
|
|
|
|
Expansion Capex |
US$m |
10.2 |
5.2 |
+96% |
14.5 |
Sustaining Capex |
US$m |
2.3 |
0.7 |
+229% |
2.3 |
Total
Capex |
US$m |
12.5 |
5.9 |
+112% |
16.8 |
Note:
- The Company is not able to precisely measure the ROM /
tailings grade split because ore from both sources is processed
through the same plant; the Company therefore back-calculates the
grade with reference to resource grades.
Production
Cullinan’s overall carat production decreased by 4% to 970,637
carats (H1 FY 2021: 1,009,642 carats). ROM production
decreased by 8% to 843,202 carats (H1 FY 2021: 913,626 carats)
partially offset by an increase in Tailings production of 127,435
carats (H1 FY 2021: 96,016 carats). ROM production was impacted by
the convergence experienced in Tunnel 41 on the eastern side of the
C-Cut block cave during the Period. Although the ROM grade of
36.5 cpht (H1 FY 2020: 39.1 cpht) was at the lower end of FY 2022
guidance, we maintain our guidance for the full year.
Sales
Cullinan’s revenue increased 56% to US$167.7million (H1 FY 2021: US$107.3 million), due to the sale of three
Exceptional Stones for US$64.1
million (H1 FY 2021: US$40.4
million), as well as the increase in diamond prices on a
like-for-like basis of ca.16% compared to the preceding six-month
period to 30 June 2021.
Costs
The on-mine unit cash cost per total tonne treated increased 25%
to ZAR298 (H1 FY 2021: ZAR239), mainly resulting from the low unit cost
in H1 FY 2021 due to deferral of certain expenditure as result of
the Covid-19 restrictions (H1 FY 2021: ZAR239). US$0.5
million of additional expenditure was incurred in H1 FY 2021
to manage the tunnel convergence in T41, and the above-CPI
increases in electricity.
New project
During the Period, the board approved the CC1E project estimated
at a cost of ZAR2.6 billion
(US$173 million) with an IRR in
excess of 30% to deliver the current mineplan to 2031.
Capex
Cullinan’s H1 FY2022 Capex spend of US$12.5m (H1 FY 2020: US$5.9 million) was mainly for the finalisation
of the North Crusher 2 chamber, including the tip construction,
development of the early access to the CC1E decline and underground
workshop, and equipment for the 6th XRL stream in the
processing plant.
Finsch – South Africa
|
Unit |
H1
FY 2022 |
H1
FY 2021 |
Variance |
FY
2021 |
Sales |
|
|
|
|
|
Gross revenue |
US$M |
65.7 |
54.8 |
+20% |
123.5 |
Diamonds sold |
Carats |
676,295 |
768,647 |
-12% |
1,602,312 |
Average price per
carat |
US$ |
97 |
71 |
+37% |
77 |
|
|
|
|
|
|
ROM
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
1,423,119 |
1,323,000 |
+8% |
2,311,195 |
Diamonds produced |
Carats |
701,543 |
695,308 |
+1% |
1,237,219 |
Grade |
Cpht |
49.3 |
52.6 |
-6% |
53.5 |
|
|
|
|
|
|
Total
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
1,423,119 |
1,323,000 |
+8% |
2,311,195 |
Diamonds
produced |
Carats |
701,543 |
695,308 |
+1% |
1,237,219 |
|
|
|
|
|
|
Costs |
|
|
|
|
|
On-mine cash cost per
total tonne treated |
ZAR |
484 |
456 |
+6% |
536 |
|
|
|
|
|
|
Capex |
|
|
|
|
|
Expansion Capex |
US$m |
1.4 |
0.8 |
+75% |
1.7 |
Sustaining Capex |
US$m |
1.1 |
0.5 |
+120% |
2.3 |
Total
Capex |
US$m |
2.5 |
1.3 |
+92% |
4.0 |
Production
Finsch’s overall carat production was in the previous Period at
701,543 carats (H1 FY 2021: 695,308 carats).
During H1 FY 2021, the areas surrounding the Finsch mine
experienced above average rainfall. Due to the excessive amount of
rainfall and an influx of water into the pit, pit wall failures
were experienced on the northern side of the pit. These failures
have not impacted production to date, but they may have a future
impact on the stability of the decline from surface which also
serves as the second escape route from the underground operations.
Measures to mitigate the impact on the second escape route are
being put in place and include the re-commissioning of a temporary
hoisting facility from surface down to the 70 level.
The BRE Project confirmed production capacity of 2.8 - 3.1mt per
annum with a sustainable reduction in the cost base estimated at
R100 million (US$6.7 million) per
annum.
Sales
Sales increased +20% to US$65.7
million (H1 FY 2021: US$54.8
million), reflecting the strong diamond market, further
supported by an improving product mix, delivering a 37% increase in
average value per carat.
Costs
Despite the above inflationary increase in costs (associated
with the water ingress, additional maintenance required for an
ageing fleet, and the above-CPI increases in electricity), coupled
with the 8% increase in total tonnes treated, the on-mine increase
in unit cash cost per total tonne treated was limited to 6% to
ZAR484 (H1 FY 2021: ZAR456). This containment in the cost
increase reflected the positive impact of the BRE initiatives which
are sustainably lowering the fixed cost base.
New project
During the Period, the board approved the 3 Level SLC project
estimated at a cost of ZAR3.2 billion
(US$216 million) with an IRR in
excess of 30% to deliver the current mine plan to 2030.
Capex
Capex of US$2.5 million for the
Period (H1 FY 2021: US$1.3 million)
is higher due to the continuation of certain key projects such as
Block 5 exploration drilling and 78 Level Phase 2, which were
delayed in FY2021 as result of COVID-19 restrictions.
Koffiefontein – South Africa
|
Unit |
H1 FY
2022 |
H1 FY
2021 |
Variance |
FY
2021 |
Sales |
|
|
|
|
|
Gross revenue |
US$M |
11.1 |
11.2 |
-1% |
28.0 |
Diamonds sold |
Carats |
20,638 |
18,945 |
+9% |
66,650 |
Average price per
carat |
US$ |
538 |
590 |
-9% |
419 |
|
|
|
|
|
|
ROM
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
317,310 |
493,661 |
-36% |
754,369 |
Diamonds produced |
Carats |
22,371 |
35,912 |
-38% |
59,151 |
Grade |
Cpht |
7.1 |
7.3 |
-3% |
7.8 |
|
|
|
|
|
|
Total
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
317,310 |
493,661 |
-36% |
754,369 |
Diamonds
produced |
Carats |
22,371 |
35,912 |
-38% |
59,151 |
|
|
|
|
|
|
Costs |
|
|
|
|
|
On-mine cash cost per
total tonne treated |
ZAR |
811 |
459 |
+76% |
651 |
|
|
|
|
|
|
Capex |
|
|
|
|
|
Expansion Capex |
US$m |
0.1 |
0.3 |
-66% |
0.6 |
Sustaining Capex |
US$m |
0.2 |
0.3 |
-33% |
1.1 |
Total
Capex |
US$m |
0.3 |
0.6 |
-50% |
1.7 |
Production
Koffiefontein’s production decreased 38% to 22,371 carats (H1 FY
2021: 35,912 carats), following tunnel depletion on 60L East, waste
ingress, impacting the recovered grade, and drill rig availability
during the Period affected by the ageing fleet.
Sales
Koffiefontein’s revenue remained in line with the prior Period
at US$11.1 million (H1 FY 2021:
US$11.2 million). Higher
diamond prices were offset by lower quality.
Costs
The unit cash cost per total tonne treated increased to
ZAR811 (H1 FY 2021: ZAR459), mainly due to reduced throughput and the
above-CPI increases in electricity.
The BRE Project identified opportunities to reduce costs
intended to curtail negative cash flow.
Capex
Capex decreased to US$0.3 million
(H1 FY 2021: US$0.6 million).
Williamson – Tanzania
|
Unit |
H1
FY 2022 |
H1
FY 2021 |
Variance |
FY
2021 |
Sales |
|
|
|
|
|
Gross revenue |
US$M |
20.2 |
4.6 |
+339% |
4.6 |
Diamonds sold |
Carats |
26,611 |
30,339 |
-12% |
30,339 |
Average price per
carat |
US$ |
760 |
150 |
+407% |
150 |
|
|
|
|
|
|
ROM
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
1,354,116 |
0 |
n.a |
0 |
Diamonds produced |
Carats |
82,873 |
0 |
n.a |
0 |
Grade |
Cpht |
6.1 |
0 |
n.a |
0 |
|
|
|
|
|
|
Total
Production |
|
|
|
|
|
Tonnes treated |
Tonnes |
1,354,116 |
0 |
n.a |
0 |
Diamonds
produced |
Carats |
82,873 |
0 |
n.a |
0 |
|
|
|
|
|
|
Costs |
|
|
|
|
|
On-mine cash cost per
total tonne treated |
US$ |
12 |
n.a |
n.a. |
n.a |
|
|
|
|
|
|
Capex |
|
|
|
|
|
Expansion Capex |
US$m |
0.0 |
0.0 |
0% |
0.0 |
Sustaining Capex |
US$m |
0.8 |
0.3 |
+166% |
0.3 |
Total
Capex |
US$m |
0.8 |
0.3 |
+166% |
0.3 |
Production
Following an 18 month period of care and maintenance and in
light of the improving market conditions, production at Williamson
recommenced during H1 FY 2022.
Sales
Williamson’s revenue increased to US$20.2
million (H1 FY 2020: US$4.6
million), following the first tender of rough diamonds post
the restart of operations in Q1 FY 2022. This included the sale of
an exceptional 32.32 carat pink stone for US$13.8 million.
Costs and Capex
On-mine cash costs were US$12.1
per tonne treated (H1 FY2021 the operation was under care and
maintenance) and capex at US$0.8
million were in line with expectations.
PRINCIPAL BUSINESS RISKS
The Group is exposed to a number of risks and uncertainties
which could have a material impact on its long-term development,
and performance and management of these risks is an integral part
of the management of the Group.
A summary of the risks identified as the Group’s principal
external, operating and strategic risks (in no order of priority),
which may impact the Group over the next twelve months, is listed
below.
Risk |
Risk appetite |
Risk rating |
Nature of risk |
Change in H1 FY
2022 |
External Risks |
|
|
|
|
1. Diamond price |
High |
Medium |
Long term |
No Change – the
rough diamond market remains positive with stable demand expected
to continue from manufacturing centers and increased demand of
polished diamonds especially over the festive season indicating a
continued positive end consumer market. Sales are currently
not negatively influenced by Covid-19 restrictions and the first
tender of Williamson, post restart of operations, yielded good
results. Exceptional stones from Cullinan and Williamson continue
to boost sales revenue. |
2. Currency |
High |
Medium |
Long term |
No change–- the
exchange rate was relatively stable over the last six months with
an average of 15.14 ZAR/USD, high of 16.3 at the start of December
2021 and a low of 14.15 in September 2021. |
3. Country
and political |
High |
Medium |
Long term |
Lower – the risk
of political instability in SA has reduced since the unrest in July
and elections in November. The risk of political instability in
Tanzania has also reduced under the new President and following
entry by Petra into a Framework Agreement, which was subject to
shareholder approval, with the Government of Tanzania that resolves
various legacy matters. |
4. COVID-19 pandemic (operational
impact) |
Medium |
Medium |
Short to medium term |
Lower – the
impact of the COVID-19 pandemic is ongoing. The new Omicron
variant, identified in late November 2021, resulted in South
Africa’s fourth wave of infections which is believed to have
already peaked and which saw much higher rates of infections,
albeit lower hospitalizations and deaths. Petra’s vaccination drive
as well as other mitigation measures are continuing which enables
Petra to manage the pandemic without any significant impact to
production and sales. |
Operating Risks |
|
|
|
|
|
5. Mining and production |
Medium |
Medium |
Long term |
Lower – positive throughput
improvements supported by Project 2022 continue to yield good
results. Production at Williamson continues to ramp up and is
expected to reach full production by end of February. Steps
to address prior waste ingress at Finsch and the Tunnel 41
convergence at Cullinan have yielded positive results, with
production targets at both mines in line with FY 2022 annual
guidance. |
|
6. ROM grade and product mix
volatility |
Medium |
Medium |
Short term |
No change – Cullinan and
Finsch ROM grades remain in line or ahead of budget, whilst
Koffiefontenin ROM grades remain below guidance. |
|
7. Labour relations |
Medium |
Medium |
Short to medium term |
No change – stable labour
relations were experienced during H1 FY 2022. The Company reached
agreement with NUM on a new three-year wage agreement for employees
in the Paterson A and B Bands at the South African operations. The
Company also concluded a three-year wage agreement for employees on
the Paterson C-Lower Band with both NUM and UASA. Wage negotiations
at Williamson are set to commence in H2 FY 2022. |
|
Strategic risks |
|
|
|
|
|
8. Financing |
Medium |
Medium |
Short to medium term |
Lower – continued progress
with Project 2022 initiatives, strong diamond markets, the sale of
exceptional stones and successful management of the Covid-19
pandemic continued to support free cash flow and to further reduce
net debt. Petra has signed a binding credit approved term sheet to
re-finance its first lien debt which, once completed, will
simplify its capital structure, lead to a less onerous covenant
package and reduce financing costs. |
|
9. Licence to operate: regulatory
and social impact & community relations |
Medium |
Medium |
Long term |
No change –uncertainty
regarding the future at Koffiefontein has raised tensions with the
community at the mine. Local community and political pressure
regarding Social and Labour Plans (SLPs), jobs and business
opportunities at all our mines continue. Whilst there have been
delays in the implementation of the IGM and community projects at
Williamson and increased pressure on the IGM through a significant
increase in Tier 2 grievances being registered, recent support from
the Government for the IGM should enable local engagements to
proceed shortly and recent support from the District Commissioner
should allow the community projects to progress. The risk of
illegal incursions at Williamson is ongoing, although the rate of
incursions has stabilised. |
|
Richard Duffy
Chief Executive Officer
21 February 2022
Notes
The following definitions have been
used in this announcement:
- Exceptional Stones: diamonds with a valuation and selling
price of US$5m or more per
stone
- cpht: carats per hundred tonnes
- Kcts: thousand carats
- Kt: thousand tonnes
- LTI: lost time injury
- LTIFR: lost time injury frequency rate
- Mcts: million carats
- Mt: million tonnes
- FY: financial year
- Q: quarter of the financial year
- ROM: run-of-mine (i.e. production from the primary
orebody)
- SLC: sub level cave
- m: million
PETRA DIAMONDS
LIMITED
CONDENSED
CONSOLIDATED INCOME STATEMENT
FOR THE 6 MONTH PERIOD ENDED
31 DECEMBER 2021
US$ million |
Notes |
(Unaudited)
1 July 2021- 31
December 2021 |
|
(Unaudited)
1 July 2020- 31
December 2020 |
|
(Restated -
Audited)
Year ended
30 June
20211 |
Revenue |
|
264.7 |
|
178.1 |
|
406.9 |
|
|
|
|
|
|
|
Mining and processing costs |
|
(152.9) |
|
(136.9) |
|
(356.1) |
Other direct income |
|
0.3 |
|
5.1 |
|
6.8 |
Corporate expenditure including
settlement costs |
5 |
(5.2) |
|
(3.9) |
|
(40.8) |
Other corporate income |
|
0.6 |
|
— |
|
— |
Impairment reversal / (charge) of
non-financial assets |
15 |
0.1 |
|
(0.2) |
|
(38.4) |
Impairment of BEE loans receivable –
expected credit loss release |
11 |
— |
|
4.6 |
|
5.8 |
Total operating costs |
|
(157.1) |
|
(131.3) |
|
(422.7) |
|
|
|
|
|
|
|
Profit on disposal including
associated impairment, net of tax |
16 |
— |
|
14.7 |
|
14.7 |
Financial income |
6 |
11.4 |
|
69.0 |
|
81.6 |
Financial expense |
6 |
(56.3) |
|
(39.8) |
|
(74.2) |
Gain on extinguishment of Notes net
of unamortised costs |
6 |
— |
|
— |
|
213.3 |
Profit before tax |
|
62.7 |
|
90.7 |
|
219.6 |
Income tax charge |
|
(13.6) |
|
(23.1) |
|
(23.0) |
Profit for the Period |
|
49.1 |
|
67.6 |
|
196.6 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Equity holders of the parent
company |
|
43.2 |
|
54.5 |
|
187.1 |
Non-controlling interest |
|
5.9 |
|
13.1 |
|
9.5 |
|
|
49.1 |
|
67.6 |
|
196.6 |
|
|
|
|
|
|
|
Profit per share attributable to
the equity holders of the parent during the Period: |
|
|
|
|
|
|
Continuing operations: |
|
|
|
|
|
|
Basic earnings per share
– US cents |
13 |
22.29 |
|
315.29 |
|
260.70 |
Diluted earnings per share –
US cents |
13 |
22.29 |
|
315.29 |
|
260.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 The condensed consolidated income statement for
FY2021 has been restated with the operating results of Williamson
which were previously classified under loss on discontinued
operations, for further detail refer to note 17.
PETRA DIAMONDS
LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDED
31 DECEMBER 2021
US$ million |
|
(Unaudited)
1 July 2021- 31
December 2021 |
|
(Unaudited)
1 July 2020- 31
December 2020 |
|
(Audited)
Year ended
30 June
2021 |
Profit for the Period |
|
49.1 |
|
67.6 |
|
196.6 |
Exchange differences on translation
of the share-based payment reserve |
|
— |
|
0.2 |
|
0.2 |
Exchange differences on translation
of foreign operations1 |
|
(44.6) |
|
54.7 |
|
64.2 |
Exchange differences on
non-controlling interest1 |
|
0.3 |
|
(0.1) |
|
(1.2) |
Total comprehensive income for the
Period |
|
4.8 |
|
122.4 |
|
259.8 |
Total comprehensive income and
expense attributable to: |
|
|
|
|
|
|
Equity holders of the
parent company |
|
(1.4) |
|
109.4 |
|
251.5 |
Non-controlling interest |
|
6.2 |
|
13.0 |
|
8.3 |
|
|
4.8 |
|
122.4 |
|
259.8 |
¹ These items will be reclassified to the consolidated income
statement if specific future conditions are met.
PETRA DIAMONDS
LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31
DECEMBER 2021
US$ million |
Notes |
(Unaudited)
31 December 2021 |
|
(Unaudited)
31 December 2020 |
|
(Audited)
30 June
2021 |
ASSETS |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
7 |
626.6 |
|
773.3 |
|
696.8 |
Right-of-use assets |
|
26.8 |
|
3.0 |
|
1.2 |
BEE loans and receivables |
11 |
43.1 |
|
175.1 |
|
46.6 |
Other receivables |
|
1.8 |
|
10.6 |
|
— |
Deferred tax assets |
|
— |
|
0.1 |
|
— |
Total non-current assets |
|
698.3 |
|
962.1 |
|
744.6 |
Current assets |
|
|
|
|
|
|
Trade and other receivables |
|
26.2 |
|
42.8 |
|
50.7 |
Inventories |
|
97.5 |
|
126.4 |
|
59.9 |
Cash and cash equivalents (including
restricted amounts) |
|
272.3 |
|
106.3 |
|
163.8 |
Total current assets |
|
396.0 |
|
275.5 |
|
274.4 |
Non-current assets classified as
held for sale |
17 |
— |
|
— |
|
59.6 |
Total assets |
|
1,094.3 |
|
1,237.6 |
|
1,078.6 |
EQUITY AND LIABILITIES |
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
12 |
145.7 |
|
133.4 |
|
145.7 |
Share premium account |
|
959.5 |
|
790.2 |
|
959.5 |
Foreign currency translation
reserve |
|
(446.7) |
|
(411.6) |
|
(402.1) |
Share-based payment reserve |
|
1.9 |
|
1.5 |
|
1.8 |
Other reserves |
|
(0.8) |
|
(0.8) |
|
(0.8) |
Accumulated losses |
|
(210.1) |
|
(385.9) |
|
(253.3) |
Attributable to equity holders of
the parent company |
|
449.5 |
|
126.8 |
|
450.8 |
Non-controlling interest |
|
(7.8) |
|
(5.8) |
|
(10.5) |
Total equity |
|
441.7 |
|
121.0 |
|
440.3 |
Liabilities |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Loans and borrowings |
8 |
398.0 |
|
— |
|
400.0 |
Lease liabilities |
|
23.6 |
|
1.0 |
|
0.5 |
BEE loans payable |
11 |
— |
|
133.4 |
|
— |
Provisions |
|
96.0 |
|
73.7 |
|
71.3 |
Deferred tax liabilities |
|
55.3 |
|
49.3 |
|
48.9 |
Total non-current
liabilities |
|
572.9 |
|
257.4 |
|
520.7 |
Current liabilities |
|
|
|
|
|
|
Loans and borrowings |
8 |
27.3 |
|
810.4 |
|
30.3 |
Lease liabilities |
|
3.2 |
|
1.3 |
|
0.5 |
Trade and other payables |
|
49.2 |
|
47.5 |
|
49.1 |
Provisions |
|
— |
|
— |
|
4.2 |
Total current
liabilities |
|
79.7 |
|
859.2 |
|
84.1 |
Liabilities directly associated with
non-current assets classified as held for sale |
17 |
— |
|
— |
|
33.5 |
Total liabilities |
|
652.6 |
|
1,116.6 |
|
638.3 |
Total equity and
liabilities |
|
1,094.3 |
|
1,237.6 |
|
1,078.6 |
In FY2021, the Company disclosed the net assets of the
Williamson mine under non-current assets held for sale and
liabilities directly associated with non-current assets held for
sale in the Statement of Financial Position, for further detail
refer to note 17.
PETRA DIAMONDS
LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED
31 DECEMBER 2021
US$ million |
Notes |
(Unaudited)
1 July 2021- 31
December 2021 |
|
(Unaudited)
1 July 2020- 31
December 2020 |
|
(Restated -
Audited)
Year ended
30 June
20211 |
Profit before taxation for the
Period |
|
62.7 |
|
90.7 |
|
219.6 |
Depreciation of property plant and
equipment |
|
42.9 |
|
35.9 |
|
76.2 |
Amortisation of right-of-use
asset |
|
0.6 |
|
2.3 |
|
4.6 |
Unrealised gain on lease
liability |
|
— |
|
(2.5) |
|
(3.7) |
Impairment charge – non financial
assets |
15 |
0.3 |
|
0.2 |
|
38.7 |
Impairment (reversal) / charge–
other receivables |
15 |
(0.4) |
|
— |
|
(0.3) |
Impairment of BEE loans receivable –
expected credit loss (release) / charge |
11 |
— |
|
(4.6) |
|
(5.8) |
Gain on extinguishment of Notes net
of unamortised costs |
6 |
— |
|
— |
|
(213.3) |
Profit on disposal of
subsidiary |
16 |
— |
|
(14.7) |
|
(14.7) |
Movement in provisions |
|
(3.3) |
|
0.4 |
|
24.3 |
Dividend received from BEE
partner |
|
(0.6) |
|
— |
|
— |
Financial income |
6 |
(11.4) |
|
(69.0) |
|
(81.6) |
Financial expense |
6 |
56.3 |
|
39.8 |
|
74.2 |
Profit on disposal of property,
plant and equipment |
|
0.1 |
|
(0.2) |
|
(0.6) |
Share based payment provision |
|
0.1 |
|
0.2 |
|
0.5 |
Operating profit before working
capital changes |
|
147.3 |
|
78.5 |
|
118.1 |
Decrease / (increase) in trade and
other receivables |
|
25.3 |
|
(25.7) |
|
(26.9) |
(Decrease) / increase in trade and
other payables |
|
(2.2) |
|
1.2 |
|
5.5 |
(Increase) / decrease in
inventories |
|
(29.5) |
|
(6.8) |
|
42.8 |
Cash generated from
operations |
|
140.9 |
|
47.2 |
|
139.5 |
Net realised gains / (losses) on
foreign exchange contracts |
|
8.7 |
|
(3.6) |
|
(6.1) |
Finance expense |
|
(4.4) |
|
(2.5) |
|
(6.7) |
Income tax received / (paid) |
|
(0.4) |
|
0.1 |
|
0.3 |
Net cash generated from operating
activities |
|
144.8 |
|
41.2 |
|
127.0 |
Cash flows from investing activities |
|
|
|
|
|
|
Acquisition of
property, plant and equipment |
|
(18.5) |
|
(8.7) |
|
(19.4) |
Proceeds from sale of property,
plant and equipment |
|
0.1 |
|
— |
|
0.3 |
Loan repayment from / (advanced to)
BEE partners |
|
0.4 |
|
(5.0) |
|
(7.0) |
Dividend paid to BEE partners |
|
(3.5) |
|
— |
|
— |
Dividend received from BEE
partners |
|
0.6 |
|
— |
|
— |
Repayment from KEMJV |
|
1.9 |
|
— |
|
— |
Finance income |
|
0.5 |
|
0.4 |
|
0.7 |
Net cash utilised in investing
activities |
|
(18.5) |
|
(13.3) |
|
(25.4) |
Cash flows from financing
activities |
|
|
|
|
|
|
Cash transaction costs settled –
Debt Restructuring |
|
— |
|
— |
|
(29.9) |
Cash paid on lease liabilities |
|
(0.8) |
|
(0.3) |
|
(0.7) |
Increase in borrowings |
|
— |
|
— |
|
30.0 |
Repayment of borrowings |
|
(14.4) |
|
— |
|
(7.4) |
Net cash generated from financing
activities |
|
(15.2) |
|
(0.3) |
|
(8.0) |
|
|
|
|
|
|
|
Net increase in cash and cash
equivalents |
|
111.1 |
|
27.6 |
|
93.6 |
Cash and cash equivalents at
beginning of the Period |
|
156.9 |
|
53.6 |
|
53.6 |
Effect of exchange rate fluctuations
on cash held |
|
(11.3) |
|
11.2 |
|
9.7 |
Cash and cash equivalents at end
of the Period2 |
|
256.7 |
|
92.4 |
|
156.9 |
¹ The condensed consolidated statement of cash flows for FY2021
has been restated with the operating results of Williamson which
were previously classified under loss on discontinued operations,
for further detail refer to note 17.
2 Cash and cash equivalents in the Consolidated
Statement of Financial Position includes restricted cash of
US$15.6 million (30 June 2021: US$16.1
million and 31 December 2020:
US$13.9 million) and unrestricted
cash of US$256.7 million
(30 June 2021: US$147.7 million (excludes unrestricted cash
attributable to Williamson of US$9.2
million) and 31 December 2020:
US$92.4 million).
PETRA DIAMONDS
LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED
31 DECEMBER 2021
|
|
|
|
|
|
(Unaudited)
US$ million |
Share
capital |
Share
premium
account |
Foreign
currency
translation
reserve |
Share-based
payment
reserve |
Hedging and other
reserves |
Six month Period ending 31 December
2021: |
|
|
|
|
|
At 1 July 2021 |
145.7 |
959.5 |
(402.1) |
1.8 |
(0.8) |
Profit for the Period |
— |
— |
— |
— |
— |
Other comprehensive (expense) /
income |
— |
— |
(44.6) |
— |
— |
Dividend paid to Non-controlling
interest shareholders |
— |
— |
— |
— |
— |
Equity settled share based
payments |
— |
— |
— |
0.1 |
— |
At 31 December 2021 |
145.7 |
959.5 |
(446.7) |
1.9 |
(0.8) |
|
|
|
|
|
(Unaudited)
US$ million |
Accumulated losses |
Attributable
to the
parent |
Non-controlling
interest |
Total
equity |
Six month Period ending 31 December
2021: |
|
|
|
|
At 1 July 2021 |
(253.3) |
450.8 |
(10.5) |
440.3 |
Profit for the Period |
43.2 |
43.2 |
5.9 |
49.1 |
Other comprehensive (expense) /
income |
— |
(44.6) |
0.3 |
(44.3) |
Dividend paid to Non-controlling
interest shareholders |
— |
— |
(3.5) |
(3.5) |
Equity settled share based
payments |
— |
0.1 |
— |
0.1 |
At 31 December 2021 |
(210.1) |
449.5 |
(7.8) |
441.7 |
PETRA DIAMONDS
LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED
31 DECEMBER 2021
|
|
|
|
|
|
(Unaudited)
US$ million |
Share
capital |
Share
premium
account |
Foreign
currency
translation
reserve |
Share-based
payment
reserve |
Hedging and other
reserves |
Six month Period ending 31 December
2020: |
|
|
|
|
|
At 1 July 2020 |
133.4 |
790.2 |
(453.0) |
1.1 |
(0.8) |
Profit for the Period |
— |
— |
— |
— |
— |
Other comprehensive income /
(expense) |
— |
— |
54.7 |
0.2 |
— |
Recycling of foreign currency
translation reserve on disposal of Sekaka |
— |
— |
(13.3) |
— |
— |
Equity settled share based
payments |
— |
— |
— |
0.2 |
— |
At 31 December 2020 |
133.4 |
790.2 |
(411.6) |
1.5 |
(0.8) |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
US$ million |
Accumulated
losses |
Attributable
to the
parent |
Non-controlling
interest |
Total
equity |
Six month Period ending 31 December
2020: |
|
|
|
|
At 1 July 2020 |
(440.4) |
30.5 |
(18.8) |
11.7 |
Profit for the Period |
54.5 |
54.5 |
13.1 |
67.6 |
Other comprehensive income /
(expense) |
— |
54.9 |
(0.1) |
54.8 |
Recycling of foreign currency
translation reserve on disposal of Sekaka |
— |
(13.3) |
— |
(13.3) |
Equity settled share based
payments |
— |
0.2 |
— |
0.2 |
At 31 December 2020 |
(385.9) |
126.8 |
(5.8) |
121.0 |
|
|
|
|
|
PETRA DIAMONDS
LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED
31 DECEMBER 2021
|
|
|
|
|
|
(Unaudited)
US$ million |
Share
capital |
Share
premium
account |
Foreign
currency
translation
reserve |
Share-based
payment
reserve |
Hedging and other
reserves |
Twelve month Period ended 20 June
2021: |
|
|
|
|
|
At 1 July 2020 |
133.4 |
790.2 |
(453.0) |
1.1 |
(0.8) |
Profit for the Period |
— |
— |
— |
— |
— |
Other comprehensive income /
(expense) |
— |
— |
64.2 |
0.2 |
— |
Recycling of foreign currency
translation reserve on disposal of Sekaka |
— |
— |
(13.3) |
— |
— |
Equity settled share based
payments |
— |
— |
— |
0.5 |
— |
Allotments during the Period: |
|
|
|
|
|
- Ordinary shares – Debt for equity
issue (net of US$12.3 million issue costs) |
12.3 |
169.3 |
— |
— |
— |
At 30 June 2021 |
145.7 |
959.5 |
(402.1) |
1.8 |
(0.8) |
|
|
|
|
|
(Unaudited)
US$ million |
Accumulated losses |
Attributable
to the
parent |
Non-controlling
interest |
Total
equity |
Twelve month Period ended 20 June
2021: |
|
|
|
|
At 1 July 2020 |
(440.4) |
30.5 |
(18.8) |
11.7 |
Profit for the Period |
187.1 |
187.1 |
9.5 |
196.6 |
Other comprehensive income /
(expense) |
— |
64.4 |
(1.2) |
63.2 |
Recycling of foreign currency
translation reserve on disposal of Sekaka |
— |
(13.3) |
— |
(13.3) |
Equity settled share based
payments |
— |
0.5 |
— |
0.5 |
Allotments during the Period: |
|
|
|
|
- Ordinary shares – Debt for equity
issue (net of US$12.3 million issue costs) |
— |
181.6 |
— |
181.6 |
At 30 June 2021 |
(253.3) |
450.8 |
(10.5) |
440.3 |
NOTES TO THE CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED
31 DECEMBER 2021
1. GENERAL
INFORMATION
Petra Diamonds Limited (the “Company”), a limited liability
company listed on the Main Market of the London Stock Exchange, is
registered in Bermuda with its
Group management office domiciled in the United Kingdom. The Consolidated Interim
Financial Statements of the Company for the six month period ended
31 December 2021 comprise the Company
and its subsidiaries, joint operations and associates (together
referred to as the “Group”).
2. ACCOUNTING
POLICIES
The interim results, which are unaudited, have been prepared in
accordance with the requirements of International Accounting
Standard 34. This condensed interim report does not include all the
notes of the type normally included in an annual financial report.
This condensed report is to be read in conjunction with the Annual
Report for the year ended 30 June
2021, and any public announcements made by the Group during
the interim reporting period. The annual financial report for the
year ended 30 June 2021 was prepared
in accordance with International Financial Reporting Standards
adopted by the European Union (“IFRS’s”) and the accounting
policies applied in this condensed interim report are consistent
with the polices applied in the annual financial report for the
year ended 30 June 2021 unless
otherwise noted.
Basis of preparation including going
concern
Going concern
The six-month period to 31 December
2021 delivered US$150.9
million in adjusted EBITDA and US$122.4 million in operational free cash flow
for the Group, while Consolidated Net Debt reduced from
$228.2 million as at 30 June 2021 to US$152.3
million at 31 December
2021.
Production at both Cullinan and Finsch was generally in line
with earlier guidance, with the tunnel convergence at Cullinan
largely mitigated during the Period. The Group’s overall production
also benefited with the restart of operations at Williamson during
Q1 FY2022 following an 18-month period of care and maintenance. The
Company also announced the conclusion of a new three-year wage
agreement in September 2021 at its SA
operations with the National Union of Mineworkers (“NUM”) covering
FY 2022 to FY 2024, which should allow for further workforce
stability over this timeframe.
Diamond prices strengthened over the first half of FY2022, with
a 16% increase on a like-for-like basis compared to the preceding
six-month period. In addition, Cullinan’s run of Exceptional Stone
recovery and sales continued with a total of US$64.1 million realised in this Period.
Williamson also benefited from the sale of an exceptional pink
diamond at its first tender after restarting operations, yielding
$13.8 million in and significantly
de-risking Williamson’s own liquidity profile.
During December, the Group announced reaching a framework
agreement with the Government of Tanzania, which sets out key principles on the
economic benefit sharing amongst shareholders, treatment of
outstanding VAT balances, as well as agreement reached on the
blocked parcel of diamonds and settlement of historic disputes,
amongst others. This agreement should provide important fiscal
stability for the mine and its investors and is expected to become
effective during the second half of FY2022, pending completion of
certain suspensive conditions. Petra also announced entering into a
memorandum of understanding with Caspian Ltd to sell 50% less one
share of Petra’s stake in Williamson to this Tanzanian company for
a purchase consideration of US$15.0
million.
Petra’s approach to managing COVID-19 mitigated any
negative impact during the Period, while our flexible tender
approach also allowed us to navigate through this period largely
unscathed while also being able to normalise inventory holding
(apart from the 71,654.45ct blocked parcel from Williamson).
Post Period end, Petra settled the amounts drawn under the
Revolving Credit Facility (RCF) (R402.2 million / US$25.1 million). The Company also announced on
2 February 2022 that it entered into
a binding term sheet with Absa Bank
to restructure its first lien facilities and utilised available
cash to settle the existing Term Loan (R856.1 million/US$53.5 million). The Group will benefit from
reduced interest rates compared to the outgoing facilities and will
also have access to a new R1,000 million RCF to December 2025 coupled with more appropriate
leverage-based covenants (Net Debt : EBITDA and Interest Cover
Ratio).
The factors above, coupled with the successful completion of the
Capital Restructuring during March
2021, resulted in further significant progress towards
stabilising the Group’s balance sheet and strengthening cash
reserves to the date of this report as well as an improved outlook
for the 18-month review period.
Forecast liquidity and covenants
The Board has reviewed the Group’s forecasts with various
sensitivities applied, for the 18 months to June 2023, including both forecast liquidity and
covenant measurements. As per the First Lien agreements, the
liquidity and covenant measurements exclude contributions from
Williamson’s trading results and only recognises cash distributions
payable to Petra upon forecasted receipt, or Petra’s funding
obligations towards Williamson upon payment.
The Board has given careful consideration to potential risks
identified in meeting the forecasts under the review period. These
included risks associated with COVID-19, the likelihood and impact
of which has been assessed as having reduced since the previous
report date. As such, the risks of production disruptions, deferral
of tenders due to travel restrictions and adverse impacts on
diamond pricing directly related to COVID-19 were removed from the
sensitivity analyses. Instead, more general disruptions to
operations were considered, which may relate to, inter alia, either
COVID-19, labour or adverse weather conditions.
The following have been key considerations in assessing the
Group’s ability to operate as a going concern at the date of this
report:
- a disruption in forecast production taking production offline
for a period of two weeks at either Cullinan or Finsch;
- a sustained 5% decrease in forecast rough diamond prices
throughout the forecast period;
- a sustained 5% decrease in forecast rough diamond prices
throughout the forecast period; and
- a combination of the above.
Under the all cases, the forecasts indicate that the Company
will be able to operate within the covenants and maintain
sufficient liquidity. The Group’s liquidity outlook over the
18-month period to June 2023 remains
strong, even when applying sensitivities to the base case
forecast.
The forward-looking covenant measurements associated with the
new First Lien facility do not indicate any breaches during the
18-month review period, both in the base case and all stressed
cases, although the combined stressed case shows marginal headroom
for the required interest cover ratio, specifically in the
December 2022 measurement period. The
above-plan actual cash flow generation during H1 FY 2022 coupled
with improving market conditions and further supported by more
appropriate First Lien facilities and covenants, mitigated the risk
of covenant breaches in the 18-month forecast period as previously
noted in the Company’s going concern assessment included in the
30 June 2021 Annual Report.
Conclusion
The Board is of the view that the longer-term fundamentals of
the diamond market remain sound and that the Group will continue to
benefit from an improving operating model throughout the review
period and beyond.
Based on its assessment of the forecasts, principal risks and
uncertainties and mitigating actions considered available to the
Group in the event of downside scenarios, the Board confirms that
it is satisfied the Group will be able to continue to operate and
meet its liabilities as they fall due over the review period.
Accordingly, the Board have concluded that the going concern basis
in the preparation of the financial statements is appropriate and
that there are no material uncertainties that would cast doubt on
that basis of preparation.
New standards and interpretations
applied
The IASB has issued new standards, amendments and
interpretations to existing standards with an effective date on or
after 1 July 2021 which are not
considered to have a material impact on the Group during the Period
under review.
New standards and interpretations not
yet effective
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
Group’s accounting periods beginning after 1
July 2021 or later periods. The only standard which is
anticipated to be significant or relevant to the Group is:
Amendments to IAS 1: Classification
of Liabilities as Current or Non-current
Amendments to IAS 1, which are intended to clarify the
requirements that an entity applies in determining whether a
liability is classified as current or non-current. The amendments
are intended to be narrow scope in nature and are meant to clarify
the requirements in IAS 1 rather than modify the underlying
principles. The amendments include clarifications relating to:
- how events after the end of the reporting period affect
liability classification;
- what the rights of an entity must be in order to classify a
liability as non-current;
- how an entity assesses compliance with conditions of a
liability (e.g. bank covenants); and
- how conversion features in liabilities affect their
classification.
The amendments were originally effective for periods beginning
on or after 1 January 2022 which was
deferred to 1 January 2023 by the
IASB in July 2020. Earlier
application is permitted but Amendments to IAS 1 has not yet been
endorsed for application by the European Union.
Significant assumptions and
judgements:
The preparation of the condensed consolidated interim financial
statements requires management to make estimates and judgements and
form assumptions that affect the reported amounts of the assets and
liabilities, reported revenue and costs during the periods
presented therein, and the disclosure of contingent liabilities at
the date of the interim financial statements. Estimates and
judgements are continually evaluated and based on management’s
historical experience and other factors, including future
expectations and events that are believed to be reasonable. The
estimates and assumptions that have a significant risk of causing a
material adjustment to the financial results of the Group in future
reporting periods are discussed below.
Key estimates and judgements:
Impairment reviews
The Group prepares impairment models and assesses mining assets
for impairment or reversals of previous impairments. While
conducting an impairment test of its assets using recoverable
values using the current life of mine plans, the Group exercised
judgement in making assumptions about future rough diamond prices,
foreign exchange rates, volumes of production, ore reserves and
resources included in the current life of mine plans, future
development and production costs and factors such as inflation and
discount rates. Changes in estimates used can result in significant
changes to the ‘Consolidated Income Statement’ and ‘Statement of
Financial Position’.
Cullinan, Finsch,
Koffiefontein and Williamson
The impairment tests for Cullinan, Finsch, and Williamson
indicated no further impairment charges to be recognised. The
impairment test for Koffiefontein indicated an impairment of
US$0.3 million on a carrying value of
the Group’s property, plant and equipment of US$644.9 million (pre-impairment). This follows
US$17.3 million recognised at
30 June 2021 (comprising Finsch
impairment of US$15.5 million and
Koffiefontein impairment of US$2.2
million) on a carrying value of the Group’s property, plant
and equipment of US$711.8 million
(pre-impairment) at the time of recognition. For further details of
the inputs, assumptions and sensitivities in the impairment model,
refer to note 15.
Recoverability and ownership of
diamond parcel in Tanzania
The Group holds diamond inventory valued at US$10.6 million (30 June
2021: US$10.6 million and
31 December 2020: US$10.6 million) in the Statement of Financial
Position in respect of the Williamson mine’s confiscated diamond
parcel. During FY 2018, an investigation into the Tanzanian diamond
sector by a parliamentary committee in Tanzania was undertaken to determine if
diamond royalty payments were being understated. In connection with
this, Petra announced on 11 September
2017 that a parcel of diamonds (71,654.45 carats) from the
Williamson mine in Tanzania (owned
75% by Petra and 25% by the Government of the United Republic of
Tanzania (“GoT”)) had been blocked
for export to Petra’s marketing office in Antwerp.
The assessment of the recoverability of the diamond parcel
required significant judgement. In making such a judgement, the
Group considered the Framework Agreement that was signed with
the GoT on 13 December 2021,
confirmation was received from the GoT in FY 2018 that they held
the diamond parcel of 71,654.45 carats, ongoing discussions held
with the GoT, an assessment of the internal process used for the
sale and export of diamonds confirming such process is in full
compliance with legislation in Tanzania and the Kimberley Process, and legal
advice received from the Group’s in-country attorneys which
supports the Group’s position.
The Framework Agreement which refers to the diamond parcel as
the “Government Diamond Parcel” sets out that the proceeds from the
sale of the Parcel will flow to Williamson Diamonds Limited
(“WDL”).
While a resolution has not yet been reached with regards to the
mechanism to sell the parcel of diamonds that was blocked from
export, based on the above judgements and assessment thereof,
management remain confident that based on the signed Framework
Agreement, and the legal advice received from the Group’s
in-country attorneys, the diamond parcel will be made available for
future sale, and that WDL will derive future economic benefit from
the sales proceeds.
Recoverability of VAT in Tanzania
The Group has VAT receivable of US$1.8
million (30 June 2021:
US$0.7 million and 31 December 2020: US$10.6
million) in respect of the Williamson mine, all of which are
past due and have therefore been classified, after provision
including amounts related to providing for a time-value of money
inclusive of risk adjustments for various factors, as non-current
given the potential delays in receipt.
The VAT receivable as at 31 December
2021, can be split into three identifiable component time
periods as set out below:
US$ million |
VAT Receivable |
Provision |
Written off |
Carrying value |
Pre July 2017 |
1.8 |
(1.3) |
— |
0.5 |
July 2017 to June 2020 |
26.9 |
— |
(26.9) |
— |
Post June 2020 |
2.6 |
(1.3) |
— |
1.3 |
|
31.3 |
(2.6) |
(26.9) |
1.8 |
Pre July
2017
Of the total VAT receivables, US$1.8
million (30 June 2021:
US$1.8 million and 31 December 2020: US$13.0
million) relates to historic VAT pre July 2017. During FY2021, the Group received
US$10.0 million in VAT refunds from
the Tanzanian Revenue Authority in respect of the pre July 2017 period and US$1.2 million was disallowed by the Tanzanian
Revenue Authority. A provision of US$1.3 million is recorded against the
US$1.8 million receivable resulting
in a carrying value of US$0.5 million
as at 31 December 2021, given the
uncertainty around the timing of receipts of the amount
outstanding.
July
2017 to June 2020
A further US$26.9.million
(30 June 2021: US$26.9 million and 31
December 2020: US$27.4
million) of VAT is receivable which relates to VAT under the
legislation, effective from July 2017
to 30 June 2020.
In prior periods management considered the amendment to the VAT
legislation for the period July 2017
to July 2020 and based on legal
advice and the confirmed application of the legislation by the TRA
considered that the input VAT was not recoverable and a full
provision was recorded in prior periods. Further to this, the
Framework Agreement provisions do not allow for offsetting of these
historically disputed amounts and as such the full US$26.9 million has been written off. There
has been no income statement impact as a result of this
write-off.
Post June
2020
An amount of US$2.6 million of VAT
is receivable for the period subsequent to 1
July 2020. The Group is considering various alternatives in
pursuing payment in accordance with legislation. A provision of
US$1.3 million, given the uncertainty
around the timing of receipts of the amount outstanding, has been
provided for against the US$2.6
million receivable resulting in a carrying value of
US$1.3 million.
While the remaining pre July 2017
and post 1 July 2020 VAT balance is
considered receivable, significant uncertainty exists regarding the
timing of receipt. A discount rate of 16.25% has been applied to
the expected cash receipts inclusive of estimated country credit
risk. A 1% increase in the discount rate would increase the
provision by US$0.04 million and a
one year delay would increase the provision by US$0.1 million.
The provision against the VAT balance is US$2.6 million (30 June
2021: US$28.7 million and
31 December 2020: US$29.8 million). The provision relates to
US$2.6 million that is recorded
against the pre July 2017 and post
June 2020 amount..The full disputed
July 2017 to June 2020 amount of US$ US$26.9 million, that was fully provided for as
at 30 June 2021 has been written
off. During the Period, an impairment charge of US$0.7 million (30 June
2021: US$0.7 million
(impairment reversal recognised in the Loss on discontinued
operations) and 31 December 2020:
US$0.2 million) was recognised in the
Consolidated Income Statement.
BEE receivables – expected credit loss
provision
The Group has applied the expected credit loss impairment model
to its BEE loans receivable. In determining the extent to which
expected credit losses may apply, the Group assessed the future
free cashflows to be generated by the mining operations, based on
the current mine plans. In assessing the future cashflows, the
Group considered the diamond price outlook and the probability of
reaching an offset agreement. Based on the assessment, the analysis
generated an expected credit loss reversal totalling US$nil
(30 June 2021: US$5.8 million expected credit loss reversal and
31 December 2020: US$4.6 million expected credit loss reversal),
comprising of US$nil provision reversal in respect of Cullinan and
Finsch (30 June 2021: US$5.8 million provision comprising of
US$6.1 million provision reversal in
respect of Cullinan and Finsch and US$0.3
million expected credit loss provision in respect of
Koffiefontein; and 31 December 2020:
US$4.6 million comprising of
US$4.6 million provision reversal in
respect of Cullinan and Finsch).
Life of mine and ore reserves and
resources
There are numerous risks inherent in estimating ore reserves and
resources and the associated current life of mine plan. The life of
mine plan is the current approved management plan for ore
extraction that considers specific resources and associated capital
expenditure. The life of mine plan frequently includes less tonnes
than the total reserves and resources that are set out in the
Group’s Resource Statement and which management may consider to be
economically viable and capable of future extraction.
Management must make a number of assumptions when making
estimates of reserves and resources, including assumptions as to
exchange rates, rough diamond and other commodity prices,
extraction costs, recovery and production rates. Any such estimates
and assumptions may change as new information becomes available.
Changes in exchange rates, commodity prices, extraction costs,
recovery and production rates may change the economic viability of
ore reserves and resources and may ultimately result in the
restatement of the ore reserves and resources and potential
impairment to the carrying value of the mining assets and life of
mine plans.
The current life of mine plans are used to determine the ore
tonnes and capital expenditure in the impairment tests. Ore
reserves and resources, both those included in the life of mine and
certain additional tonnes which form part of reserves and resources
considered to be sufficiently certain and economically viable, also
impact the depreciation of mining assets depreciated on a unit of
production basis. Ore reserves and resources, outside the current
mine plan further impact the estimated date of decommissioning and
rehabilitation.
Restructuring (30 June 2021)
Transaction costs associated with the restructuring exercise
were apportioned to the listed debt, equity issued and ZAR banking
facilities based on the value of each element at the date of
restructuring.
Williamson
Diamond Mine (31 December
2021)
At 30 June 2021, the accounting
treatment of Williamson as an AHFS was in line with the conditions
required under IFRS 5 Asset Held for Sale and Discontinued
Operations.
During the Period, an amended MOU was entered into with
Caspian. Per the amended MOU, the
original Put Option in the MOU was removed and PDL will now sell
50% less one share in the entity that holds Petra’s shares in WDL
to Caspian. With the amendment to
the MOU an assessment was required to determine if Williamson still
met the asset held for sale criteria or if Williamson (through the
proposed shareholding structure in the MOU) should be
reconsolidated into the results of the Group. Consideration was
also given on the long-term intention of Williamson remaining in
the Group for the foreseeable future.
IFRS 10 Consolidated Financial Statements sets out the criteria
required for a company to consolidate an entity in which it has an
investment or interest in. A company determines whether it is a
parent by assessing whether it controls one or more investees,
considering all relevant facts, circumstances and rights (through
voting rights) to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee.
An investor controls an investee if and only if the investor has
all of the following elements:
- power over the investee, i.e. the investor has existing rights
that give it the ability to direct the relevant activities (the
activities that significantly affect the investee's
returns);
- exposure, or rights, to variable returns from its involvement
with the investee; and
- the ability to use its power over the investee to affect the
amount of the investor's returns.
Management considered the terms of the MOU where the Company
will retain a 50% plus one share shareholding in the entity that
holds Petra’s shares in WDL which entity will have a right to
appoint three directors to WDL’s Board, thus having the ability to
use its power to affect the decision making and the strategy of
WDL. The Framework Agreement sets out a change in the shareholdings
in WDL whereby the Government of Tanzania (GoT) shall receive a 16% free carry
interest, as required by local legislation, while GoT’s existing
25% shareholding, as well as Petra’s existing 75% shareholding will
dilute to 21% and 63% respectively. The structure of the WDL Board
comprises 5 Board members, comprising three appointments by the
entity that holds Petra’s shares in WDL and the remaining two Board
members being GoT representatives. Petra will, through its control
of the entity that holds Petra’s shares in WDL, therefore control
WDL.
Based on the Group meeting the requirements of control under
IFRS 10 and the intention that the Group will not dispose of its
remaining interest in Williamson in the near future, Williamson is
longer considered to be an asset held for sale at 31 December 2021 and has been reconsolidated into
the Group results for the Period
Williamson
Diamond Mine – asset held for sale (30 June 2021)
The Group needs to apply judgment when determining whether an
asset should be classified as held for sale. For this to be the
case, the asset must be available for immediate sale in its present
condition and its sale must be highly probable. The following
factors are considered by management in determining whether a sale
is highly probable: Management must be committed to a plan to sell
the asset; an active programme to locate a buyer and complete the
plan must have been initiated; the asset must be actively marketed
for sale at a reasonable price and any transaction should be
expected to be completed within 12 months of classification of the
asset as held for sale. Based on the above factors, management
considered that the Williamson mine was an asset held for sale at
30 June 2021.
Judgement is required when determining whether a component of an
entity classifies as a discontinued operation. A component of the
Group should be classified as a discontinued operation when it has
been disposed of, or if it is classified as held for sale, and
represents a separate major line of business or geographical area
of operations, is part of a single co-ordinated plan to dispose of
a separate major line of business or geographical area of
operations, or is a subsidiary acquired exclusively with a view to
resale.
Judgement is required when determining whether the component
represents a separate major line of business or geographical area
of operations. This was applied to the classification of the
Williamson mine as a discontinued operation. The Williamson mine is
considered a major geographical area of operations which has been
reported as a separate segment in the past, and as such we have
determined the classification of a discontinued operation to be
appropriate. In terms of the measurement requirements of IFRS 5,
once classified as held for sale, the assets are required to be
measured at the lower of their carrying amount and fair value less
costs to sell. Judgment is required in order to determine the
fair value of the disposal group. In determining the fair
value used to calculate the appropriate write down, management took
into consideration, current discussions with vendors, the latest
mine plan assessment and the best available information at the
present time. Refer to note 17 for further details.
Taxation
The Group operates in South
Africa and Tanzania, and
accordingly it is subject to, and pays annual income taxes under
the various income tax regimes in the countries in which it
operates. From time to time the Group is subject to a review of its
income tax filings and in connection with such reviews, disputes
can arise with the taxing authorities over the interpretation or
application of certain rules to the Group's business conducted
within the country involved. Management evaluates each of the
assessments and recognises a provision based on its best estimate
of the ultimate resolution of the assessment, through either
negotiation or through a legal process.
Other key estimates and judgements
In addition to the key estimates and judgements disclosed above,
the following estimates and judgements have not significantly
changed from those disclosed in the FY 2021 Annual Report and will
be discussed in further detail in the FY 2022 Annual Report:
- Provision for rehabilitation
- Inventory and inventory stockpile
- Depreciation
- Pension and post-retirement medical fund schemes
- Net investments in foreign operations
3. DIVIDENDS
No dividends have been declared in respect of the current Period
under review (30 June 2021: US$nil
and 31 December 2020: US$nil).
4. SEGMENTAL
INFORMATION
Segment information is presented in respect of the Group’s
operating and geographical segments:
Mining – the extraction and sale of rough diamonds from mining
operations in South Africa and
Tanzania.
Corporate – administrative activities in the United Kingdom.
Beneficiation – beneficiation activities in South Africa.
Exploration assets in Botswana
were disposed of during FY 2021 via the sale of the Group’s
interest in Sekaka Diamonds Exploration (Pty) Ltd.
Segments are based on the Group’s management and internal
reporting structure. Management reviews the Group’s performance by
reviewing the results of the mining activities in South Africa, Tanzania and reviewing the results of
reviewing the corporate administration expenses in the United Kingdom. Each segment derives, or aims
to derive, its revenue from diamond mining and diamond sales,
except for the corporate and administration cost centre.
Segment results, assets and liabilities include items directly
attributable to a segment, as well as those that can be allocated
on a reasonable basis. Segment results are calculated after
charging direct mining costs, depreciation and other income and
expenses. Unallocated items comprise mainly interest-earning assets
and revenue, interest-bearing borrowings and expenses and corporate
assets and expenses. Segment capital expenditure is the total cost
incurred during the year to acquire segment assets that are
expected to be used for more than one period. Eliminations comprise
transactions between Group companies that are cancelled on
consolidation. The results are not materially affected by seasonal
variations. Revenues are generated from tenders held in
South Africa and Antwerp for external customers from various
countries, the ultimate customers of which are not known to the
Group.
4.
SEGMENTAL
INFORMATION (continued)
Operating
segments |
South Africa – Mining activities |
Tanzania -Mining activities |
US$ million |
Cullinan |
Finsch |
Koffiefontein |
Williamson |
(6 month period ended
31 December 2021) |
1 July
2021 -
31 December
2021 |
1 July
2021 -
31 December
2021 |
1 July
2021 -
31 December
2021 |
1 July
2021 -
31 December
2021 |
Revenue |
167.7 |
65.7 |
11.1 |
20.2 |
Segment result¹ |
97.2 |
10.9 |
(4.8) |
10.1 |
Impairment charge –
operations |
— |
— |
(0.3) |
— |
Impairment reversal /
(charge) – other receivables |
— |
— |
— |
(0.7) |
Other direct income /
(loss) |
(0.1) |
0.1 |
0.2 |
0.1 |
Operating profit /
(loss)² |
97.1 |
11.0 |
(4.9) |
9.5 |
Financial income |
|
|
|
|
Financial expense |
|
|
|
|
Income tax charge |
|
|
|
|
Non-controlling
interest |
|
|
|
|
Profit attributable to
equity holders of the parent company |
|
|
|
|
Segment assets |
509.2 |
221.3 |
12.1 |
93.3 |
Segment
liabilities |
483.5 |
114.7 |
31.1 |
52.5 |
Capital
expenditure |
12.5 |
2.5 |
0.3 |
0.8 |
Operating
segments |
United
Kingdom |
South
Africa |
|
|
US$ million |
Corporate and treasury |
Beneficiation3 |
Inter-segment |
Consolidated |
(6 month period ended
31 December 2021) |
1 July
2021 -
31 December
2021 |
1 July
2021 -
31 December
2021 |
1 July
2021 -
31 December
2021 |
1 July
2021 -
31 December
2021 |
Revenue |
— |
— |
— |
264.7 |
Segment result¹ |
(5.2) |
(1.0) |
(0.6) |
106.6 |
Impairment charge –
operations |
— |
— |
— |
(0.3) |
Impairment reversal /
(charge) – other receivables |
1.1 |
— |
— |
0.4 |
Other direct income /
(loss) |
0.6 |
— |
— |
0.9 |
Operating profit /
(loss)² |
(3.5) |
(1.0) |
(0.6) |
107.6 |
Financial income |
|
|
|
11.4 |
Financial expense |
|
|
|
(56.3) |
Income tax charge |
|
|
|
(13.6) |
Non-controlling
interest |
|
|
|
(5.9) |
Profit attributable to
equity holders of the parent company |
|
|
|
43.2 |
Segment assets |
3,373.5 |
4.1 |
(3,119.2) |
1,094.3 |
Segment
liabilities |
2,137.5 |
4.9 |
(2,171.8) |
652.6 |
Capital
expenditure |
0.6 |
— |
— |
16.7 |
¹ Total depreciation of US$42.9
million included in the segmental result comprises
depreciation incurred at Cullinan US$27.2
million, Finsch US$12.7
million, Koffiefontein US$0.1
million, Williamson US$2.6
million and Corporate and treasury US$0.3 million.
² Operating profit is equivalent to revenue of US$264.7 million less total costs of US$157.1 million as disclosed in the Consolidated
Income Statement.
3 The beneficiation segment represents Tarorite, a
cutting and polishing business in South
Africa, which can on occasion cut and polish select rough
diamonds.
4.
SEGMENTAL
INFORMATION (continued)
Operating
segments |
South Africa – Mining activities |
Tanzania -Mining activities |
Botswana |
US$ million |
Cullinan |
Finsch |
Koffiefontein |
Williamson |
Exploration4 |
(6 month period ended
31 December 2020) |
1 July
2020 -
31 December
2020 |
1 July
2020 -
31 December
2020 |
1 July
2020 -
31 December
2020 |
1 July
2020 -
31 December
2020 |
1 July
2020 -
31 December
2020 |
Revenue |
107.3 |
54.8 |
11.2 |
4.6 |
— |
Segment result¹ |
44.4 |
1.9 |
2.6 |
(6.3) |
— |
Impairment charge –
other receivables |
— |
— |
— |
(0.2) |
— |
Impairment of BEE
loans receivable – expected credit loss release / (charge) |
— |
— |
— |
— |
— |
Other direct
income |
0.3 |
1.1 |
0.1 |
3.6 |
— |
Operating profit /
(loss)² |
44.7 |
3.0 |
2.7 |
(2.9) |
— |
Profit on disposal
including associated impairment, net of tax |
|
|
|
|
|
Financial income |
|
|
|
|
|
Financial expense |
|
|
|
|
|
Income tax credit |
|
|
|
|
|
Non-controlling
interest |
|
|
|
|
|
Profit attributable to
equity holders of the parent company |
|
|
|
|
|
Segment assets |
560.2 |
332.1 |
168.3 |
89.0 |
— |
Segment
liabilities |
574.8 |
185.4 |
170.0 |
295.1 |
— |
Capital
expenditure |
5.9 |
1.3 |
0.6 |
0.3 |
— |
Operating
segments |
United
Kingdom |
South
Africa |
|
|
US$ million |
Corporate and treasury |
Beneficiation3 |
Inter-segment |
Consolidated |
(6 month period ended
31 December 2020) |
1 July
2020 -
31 December
2020 |
1 July
2020 -
31 December
2020 |
1 July
2020 -
31 December
2020 |
1 July
2020 -
31 December
2020 |
Revenue |
— |
0.2 |
— |
178.1 |
Segment result¹ |
(3.9) |
(0.4) |
(1.0) |
37.3 |
Impairment charge –
other receivables |
— |
— |
— |
(0.2) |
Impairment of BEE
loans receivable – expected credit loss release / (charge) |
4.6 |
— |
— |
4.6 |
Other direct
income |
— |
— |
— |
5.1 |
Operating profit /
(loss)² |
0.7 |
(0.4) |
(1.0) |
46.8 |
Profit on disposal
including associated impairment, net of tax |
|
|
|
14.7 |
Financial income |
|
|
|
69.0 |
Financial expense |
|
|
|
(39.8) |
Income tax credit |
|
|
|
(23.1) |
Non-controlling
interest |
|
|
|
(13.1) |
Profit attributable to
equity holders of the parent company |
|
|
|
54.5 |
Segment assets |
3,390.6 |
4.6 |
(3,307.2) |
1,237.6 |
Segment
liabilities |
2,424.9 |
5.5 |
(2,539.1) |
1,116.6 |
Capital
expenditure |
0.5 |
— |
— |
8.6 |
¹ Total depreciation of US$35.9
million included in the segmental result comprises
depreciation incurred at Cullinan US$24.0
million, Finsch US$11.4
million, Koffiefontein US$0.1
million, Williamson US$0.1
million and Corporate and treasury US$0.3 million.
² Operating profit is equivalent to revenue of US$178.1 million less total costs of US$131.3 million as disclosed in the Consolidated
Income Statement.
3 The beneficiation segment represents Tarorite, a
cutting and polishing business in South
Africa, which can on occasion cut and polish select rough
diamonds.
4 In FY 2021, Petra sold its exploration assets in
Botswana to Botswana Diamonds PLC
via the sale of its interest in Sekaka Diamonds Exploration (Pty)
Ltd, refer to note 16 for further detail.
4.
SEGMENTAL
INFORMATION (continued)
Operating
segments |
South Africa – Mining activities |
Tanzania -Mining activities |
Botswana |
US$ million |
Cullinan |
Finsch |
Koffiefontein |
Williamson |
Exploration4 |
(12 month period ended
30 June 2021) |
2021 |
2021 |
2021 |
2021 |
2021 |
Revenue |
250.6 |
123.5 |
27.9 |
4.6 |
— |
Segment result¹ |
76.8 |
(0.5) |
(8.1) |
(14.3) |
— |
Impairment charge –
operations |
— |
(15.1) |
(2.2) |
(21.4) |
— |
Impairment charge –
other receivables |
— |
— |
— |
0.7 |
— |
Impairment of BEE
loans receivable – expected credit loss release |
— |
— |
— |
— |
— |
Expenditure for
unsettled and disputed tax claims |
— |
— |
— |
(19.5) |
— |
Other direct
income |
0.6 |
1.0 |
0.1 |
5.1 |
— |
Operating profit /
(loss)² |
77.4 |
(14.6) |
(10.2) |
(49.4) |
— |
Financial income |
|
|
|
|
|
Financial expense |
|
|
|
|
|
Gain on extinguishment
of Notes and unamortised costs |
|
|
|
|
|
Profit on disposal of
subsidiary |
|
|
|
|
|
Income tax charge |
|
|
|
|
|
Non-controlling
interest |
|
|
|
|
|
Profit attributable to
equity holders of the parent company |
|
|
|
|
|
Segment assets |
559.0 |
249.9 |
6.9 |
59.6 |
— |
Segment
liabilities |
559.2 |
119.7 |
22.1 |
33.5 |
— |
Capital
expenditure |
16.8 |
4.0 |
1.7 |
0.3 |
— |
Operating
segments |
United
Kingdom |
South
Africa |
|
|
US$ million |
Corporate and treasury |
Beneficiation3 |
Inter-segment |
Consolidated |
(12 month period ended
30 June 2021) |
2021 |
2021 |
2021 |
|
Revenue |
— |
0.3 |
— |
406.9 |
Segment result¹ |
(21.2) |
(1.6) |
(1.6) |
29.5 |
Impairment charge –
operations |
— |
— |
— |
(38.7) |
Impairment charge –
other receivables |
(0.4) |
— |
— |
0.3 |
Impairment of BEE
loans receivable – expected credit loss release |
5.8 |
— |
— |
5.8 |
Expenditure for
unsettled and disputed tax claims |
— |
— |
— |
(19.5) |
Other direct
income |
— |
— |
— |
6.8 |
Operating profit /
(loss)² |
(15.8) |
(1.6) |
(1.6) |
(15.8) |
Financial income |
|
|
|
81.6 |
Financial expense |
|
|
|
(74.2) |
Gain on extinguishment
of Notes and unamortised costs |
|
|
|
213.3 |
Profit on disposal of
subsidiary |
|
|
|
14.7 |
Income tax charge |
|
|
|
(23.0) |
Non-controlling
interest |
|
|
|
(9.5) |
Profit attributable to
equity holders of the parent company |
|
|
|
187.1 |
Segment assets |
3,488.7 |
4.5 |
(3,290.0) |
1,078.6 |
Segment
liabilities |
2,134.7 |
5.5 |
(2,236.4) |
638.3 |
Capital
expenditure |
1.0 |
— |
— |
23.8 |
¹ Total depreciation of US$76.2
million included in the segmental result comprises
depreciation incurred at Cullinan of US$52.2
million, Finsch of US$23.0
million, Koffiefontein US$ 0.1
million, Williamson US$0.3
million and Corporate and treasury of US$0.6 million.
² Operating loss is equivalent to revenue of US$406.9 million less total costs of US$422.7 million as disclosed in the Consolidated
Income Statement.
3 The beneficiation segment represents Tarorite, a
cutting and polishing business in South
Africa, which on occasion cuts and polishes select rough
diamonds.
4 In FY 2021, Petra sold its exploration assets in
Botswana to Botswana Diamonds PLC
via the sale of its interest in Sekaka Diamonds Exploration (Pty)
Ltd, refer to note 16 for further detail.
US$ million |
|
1 July 2021 -
31 December
2021 |
|
1 July 2020 -
31 December
2020 |
|
1 July 2020 - 30 June
2021 |
5. CORPORATE
EXPENDITURE |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenditure includes: |
|
|
|
|
|
|
Depreciation of property, plant and
equipment |
|
0.3 |
|
0.3 |
|
0.6 |
Amortisation of right-of-use
asset |
|
0.1 |
|
0.1 |
|
0.3 |
London Stock Exchange and other
regulatory expenses |
|
0.8 |
|
0.6 |
|
1.5 |
Unsettled and disputed tax claims at
Williamson¹ |
|
— |
|
— |
|
19.5 |
Settlement (reversal) / costs –
human rights claims at Williamson2 |
|
(0.2) |
|
— |
|
12.7 |
Share-based expense - Directors |
|
0.1 |
|
0.2 |
|
0.5 |
Other staff costs |
|
1.4 |
|
1.0 |
|
2.3 |
Total staff costs |
|
1.5 |
|
1.2 |
|
2.8 |
1 During FY2021 the Company provided for costs in
respect of unsettled and disputed tax claims in respect of
Williamson as set out in the Framework Agreement.
2 During FY2021, the settlement costs for the human
rights claims at Williamson comprised US$4.8
million for the part settlement of the claimant’s legal
costs and for distribution to the claimants and US$1.3 million to invest in programmes dedicated
to providing sustainable support to the communities living around
the Williamson mine as a condition of the Settlement. The Company
incurred and provided for additional total costs of US$6.6 million relating to this matter, the
majority of which relate to legal, consultant, investigation and
expert fees.
6. FINANCING (EXPENSE) /
INCOME
US$ million |
|
1 July 2021 -
31 December
2021 |
|
1 July 2020 -
31 December
2020 |
|
1 July 2020 - 30 June
2021 |
|
|
|
|
|
|
|
Net unrealised foreign exchange
gains |
|
— |
|
65.1 |
|
74.6 |
Interest received on BEE loans and
other receivables |
|
2.1 |
|
2.7 |
|
5.4 |
Interest received bank deposits |
|
0.5 |
|
0.4 |
|
0.7 |
Realised foreign exchange gains on
the settlement of foreign loans and forward exchange contracts |
|
8.8 |
|
0.8 |
|
0.9 |
Financial income |
|
11.4 |
|
69.0 |
|
81.6 |
Gross interest on senior secured
second lien notes, bank loans and overdrafts |
|
(23.8) |
|
(27.6) |
|
(51.5) |
Other debt finance costs, including
BEE loan interest, facility fees and IFRS 16 charges |
|
(0.8) |
|
(5.3) |
|
(8.4) |
Unwinding of present value
adjustment for rehabilitation costs |
|
(3.0) |
|
(2.5) |
|
(4.6) |
Net unrealised foreign exchange
losses1 |
|
(28.7) |
|
— |
|
— |
Acceleration of unamortised Notes
costs |
|
— |
|
— |
|
(2.7) |
Realised foreign exchange losses on
the settlement of foreign loans and forward exchange contracts |
|
— |
|
(4.4) |
|
(7.0) |
Financial expense |
|
(56.3) |
|
(39.8) |
|
(74.2) |
Loss on substantial modification of
Notes2 |
|
— |
|
— |
|
(7.7) |
Gain on extinguishment of Notes –
debt for equity conversion2 |
|
— |
|
— |
|
221.0 |
Net gain on extinguishment of
Notes |
|
— |
|
— |
|
213.3 |
Net financial (expense) /
income |
|
(44.9) |
|
29.2 |
|
220.7 |
1 .The Group predominantly enters into hedge
contracts where the risk being hedged is the volatility in the
South African Rand, Pound Sterling and US Dollar exchange rates
affecting the proceeds in South African Rand of the Group’s US
Dollar denominated diamond tenders. The fair value of the Group’s
hedges as at the end of the Period are based on Level 2
mark-to-market valuations performed by the counterparty financial
institutions. The contracts are all short dated in nature and
mature within the next 12 months. A weakening of the South African
Rand against the US Dollar from ZAR14.27 (30 June
2021) to ZAR15.99
(31 December 2021) resulted in an
unrealised loss of US$28.7 million
(30 June 2021: US$77.1 million unrealised gain and 31 December 2020: US$65.1
million unrealised gain) comprising a unrealised gain on
foreign exchange contracts held at Period end of US$0.1 million (30 June
2021: US$12.4 million
unrealised gain and 31 December 2020:
US$13.0 million unrealised gain) and
losses on inter-group foreign denominated loans of US$28.8 million (30 June
2021: US$64.7 million
unrealised gain and 31 December 2020:
US$52.1 million unrealised gain); and
a net realised foreign exchange gain of US$8.8 million (30 June
2021: US$6.1 million realised
loss and 31 December 2020:
US$3.6 million realised loss) in
respect of foreign exchange contracts closed during the Period is
included in the net finance and expense amount.
2 The loss on substantial modification and gain on
extinguishment of Notes in FY2021 arose from the Debt Restructuring
completed by the Group on 10 March
2021.
7. PROPERTY, PLANT
AND EQUIPMENT
The net movement in property, plant and equipment for the Period
is a decrease of US$70.2 million
(30 June 2021: US$21.0 million increase and 31 December 2020: US$97.5
million increase). This is primarily as a result of:
- the movement in the US$/ZAR foreign exchange rate resulting in
a foreign exchange decrease on Rand based assets of US$75.4 million (30 June
2021: US$136.8 million
increase and 31 December 2020:
US$118.7 million increase);
- an increase in property, plant and equipment from capital
expenditure of US$16.7 million
(30 June 2021: US$23.8 million and 31
December 2020: US$8.6
million),
- the transfer of the Williamson assets from non-current assets
held for sale of US$31.2 million, net
of IFRS 5 adjustment (30 June 2021:
US$31.3 million transfer to
non-current assets held for sale and 31
December 2020: US$nil);
- an increase in the rehabilitation asset of US$0.8 million (30 June
2021: US$6.4 million (due to
Cullinan’s estimated period to decommissioning reducing from 45
years to 25 years reflecting updated scoping studies for future
development outside of its current approved mine plan) and
31 December 2020: US$6.2 million);
- depreciation of US$42.9 million
(30 June 2021: US$75.9 million and 31
December 2020: US$35.9
million);
- the impairment of the Koffiefontein assets of
US$0.3 million (30 June 2021: US$17.3
million (Finsch and Koffiefontein) and 31 December 2020: US$nil); and
- assets of US$0.3 million
(30 June 2021: US$0.1 million and 31
December 2020: US$0.1 million)
disposed of during the Period.
8. LOANS AND
BORROWINGS
US$ million |
|
31 December
2021 |
|
31 December
2020 |
|
30 June
2021 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Loans and borrowings – Senior
secured second lien notes |
|
346.4 |
|
— |
|
327.3 |
Loans and borrowings – Senior
secured lender debt facilities |
|
51.6 |
|
— |
|
72.7 |
|
|
398.0 |
|
— |
|
400.0 |
Current liabilities |
|
|
|
|
|
|
Loans and borrowings – BEE Partner
debt facilities |
|
— |
|
47.2 |
|
— |
Loans and borrowings – senior
secured lender debt facilities |
|
27.0 |
|
61.2 |
|
30.3 |
Loans and borrowings – premium
financing |
|
0.3 |
|
— |
|
— |
Loans and borrowings – senior
secured second lien notes¹ |
|
— |
|
702.0 |
|
— |
|
|
27.3 |
|
810.4 |
|
30.3 |
Total loans and borrowings - bank
facilities |
|
425.3 |
|
810.4 |
|
430.3 |
¹ Prior to the Debt Restructuring finalisation date of
9 March 2021, the Company had
US$650 million Notes which had been
issued by a wholly owned subsidiary, Petra Diamonds US$ Treasury
Plc. As at 31 December 2020, the
Notes were classified as a current liability as the company did not
have an unconditional right to defer settlement for at least 12
months at that date.These Notes were restructured during FY2021
with the existing Notes being extinguished through a debt for
equity conversion (US$415.0 million),
the issue of new Notes for US$306.7
million (including costs of US$11.7
million) and additional new Notes via a cash injection of
US$30.0 million and additional.
a) US$336.7
million Senior Secured Second Lien Notes
As part of the Debt Restructuring, a wholly owned subsidiary of
the Company, Petra Diamonds US$ Treasury Plc, issued debt
securities consisting of US$336.7
million five-year senior secured second lien loan notes
(“Notes”), with a maturity date of 8 March
2026. The Notes are guaranteed by the Company and by the
Group’s material subsidiaries and are secured on a second lien
basis on the assets of the Group’s material subsidiaries. The Notes
carry a coupon from:
- 9 March 2021 to 31 December 2022 of 10.50% per annum, which is
capitalised to the outstanding principal amount semi-annually in
arrears on 31 December and 30 June of each year;
- 1 January 2023 to 30 June 2023 of 10.50% per annum on 37.7778% of
the aggregate principal amount outstanding, which is capitalised to
the outstanding principal amount semi-annually in arrears on 31
December and 30 June of each year and 9.75% per annum on 62.2222%
of the aggregate principal amount outstanding which is payable in
cash semi-annually in arrears on 31 December and 30 June of each
year;
- 1 July 2023 to 31 December
2025 of 9.75% per annum on the aggregate principal amount
outstanding which is payable in cash semi-annually in arrears on 31
December and 30 June of each year; and
- 1 January 2026 to 8 March 2026 (final coupon payment) of 9.75% per
annum on the aggregate principal amount outstanding which is
payable in cash
The costs associated with issuing the Notes of US$20.7 million have been capitalised against the
principal amount and US$17.3 million
remains unamortised as at 31 December
2021 (30 June 2021:
US$19.4 million and 31 December 2020: US$nil). Interest of
US$30.5 million has been accrued as
at 31 December 2021.
Further details about the Notes (including security) have been
included in the Group’s FY 2021 Annual Report.
b) Senior Secured Lender Debt
Facilities
The Group’s South African Lender Group (Absa Corporate and
Investment Banking (“Absa”), FirstRand Bank Limited (acting through
its Rand Merchant Bank division)
(“RMB”), and Nedbank Limited) and lending facilities are detailed
below.
As part of the Restructuring in FY2021, the existing banking
facilities were amended on a first lien basis and on the following
terms, the creation of a new Term Loan of ZAR1.2 billion (US$76.6
million) comprising ZAR500.0
million (US$35.0 million)
under the existing WCF and ZAR683.1
(US$41.6 million) million relating to
the BEE Partner debt facilities; and the rollover of the existing
RCF increasing by ZAR160.0 million
(US$11.2 million) to ZAR560 million (US$39.2
million). The revised terms and conditions are set out in
the table below. The costs associated with restructuring of the
banking facilities of US$1.7 million
and US$0.7 million cash transaction
costs allocated based on the total Restructuring costs were
capitalised against the principal amount.
The new terms under the Term loan are:
- maturity date 8 March 2024;
- scheduled amortisation of 9% of principal per quarter (starting
in June 2021) with a final 10% of
principal repayment at maturity,
- 1.3x debt service cover ratio tested semi-annually on a rolling
12-month basis, which if breached will give rise to an event of
default under the new bank facilities; and
- interest rate of SA JIBAR + 5.25% per annum (with an upfront
fee of 1% of the term loan amount capitalised).
The revised terms under the RCF are:
- maturity date 8 March 2024;
- scheduled amortisation of 9% of principal per quarter (starting
in June 2021) with a final 10% of
principal repayment at maturity;
- 1.3x debt service cover ratio tested semi-annually on a rolling
12-month basis, which if breached will give rise to an event of
default under the new bank facilities; and
- interest rate of SA JIBAR + 5.25% per annum (with an upfront
fee of 1% of the RCF amount capitalised and a commitment fee based
on undrawn balances).
The Group's debt and hedging facilities are detailed in the
table below:
Senior Lender Debt
Facilities |
|
31 December
2021 |
|
31 December
2020 |
|
30 June
2021 |
|
|
Facility
amount |
|
Facility amount |
|
Facility amount |
|
|
|
|
|
|
|
ZAR Debt Facilities: |
|
|
|
|
|
|
ZAR Lenders RCF |
|
ZAR408.8
million |
|
ZAR400 million |
|
ZAR560 million |
ZAR Lenders Term loan |
|
ZAR876.4
million |
|
ZARnil |
|
ZAR1.2 billion |
ZAR Lenders WCF |
|
ZARnil |
|
ZAR500 million |
|
ZARnil |
Absa/RMB – FX Hedging
facilities |
|
ZAR150
million |
|
ZAR300 million |
|
ZAR150 million |
|
|
|
|
|
|
|
The terms and conditions of the Group facilities are detailed in
the Group’s FY 2021 Annual Report.
The facilities are secured on the Group’s interests in Cullinan,
Finsch and Koffiefontein.
As at date of this report, the Term loan was fully drawn while
the RCF had available capacity of ZAR8.8
million (US$0.6 million). The
Company paid ZAR404.6 million
(US$25.3 million) (capital plus
interest) to settle the RCF on 24 January
2022. The RCF was not cancelled and remains available for
drawdown.
For further details regarding changes to the Group’s senior
secured lender facilities subsequent to Period end refer to note
18.
Covenant ratios
As part of the revised Term loan and RCF facilities entered into
with the South African Lender Group in FY2021, the Company is
required:
- to maintain a 1.3x debt service
cover ratio tested semi-annually on a rolling 12-month basis;
and
- to maintain liquidity
requirements being the aggregate of the undrawn amounts available
under the RCF and consolidated cash and cash equivalents (excluding
diamond debtors) not falling below ZAR200
million (US$12.5 million).
Refer to the Financial Review for further commentary with
regards to covenants.
For further details regarding changes to the Group’s covenant
ratios subsequent to Period end refer to note 18.
c) BEE Partner debt facilities
The BEE Partner debt facilities have been restructured and now
form part of the new Term Loan (refer to (b) above).
9. COMMITMENTS
As at 31 December 2021, the
Company had committed to future capital expenditure totalling
US$33.8 million (30 June 2021: US$10.2
million and 31 December 2020:
US$8.2 million), mainly comprising
Cullinan US$25.3 million
(30 June 2021: US$8.1 million 31 December
2020: US$5.7 million), Finsch
US$8.3 million (30 June 2021: US$1.5
million 31 December 2020:
US$1.8 million), Koffiefontein
US$0.2 million (30 June 2021: US$0.6
million 31 December 2020:
US$0.7 million) and Williamson US$nil
(30 June 2021: US$nil and
31 December 2020: US$nil).
10. RELATED PARTY
TRANSACTIONS
The Group’s related party BEE partners, Kago Diamonds (Pty) Ltd
(“Kago Diamonds”) and its gross interests in the mining operations
of the Group are disclosed in the table below.
|
|
|
|
Mine |
Partner
and respective interest
as at 31 December 2021 (%) |
Partner
and respective interest
as at 31 December 2020 (%) |
Partner
and respective interest
as at 30 June 2021 (%) |
Cullinan |
Kago
Diamonds (14%) |
Kago
Diamonds (14%) |
Kago
Diamonds (14%) |
Finsch |
Kago
Diamonds (14%) |
Kago
Diamonds (14%) |
Kago
Diamonds (14%) |
Koffiefontein |
Kago
Diamonds (14%) |
Kago
Diamonds (14%) |
Kago
Diamonds (14%) |
|
|
|
|
The Itumeleng Petra Diamonds Employee Trust (“IPDET”) holds a
12% interest in each of the Group’s South African operations, with
Petra’s commercial BEE Partners holding the remaining 14% interest
through their respective shareholdings in Kago Diamonds, in which
Petra has a 31.46% interest. The effective interest percentages
attributable to the remaining operations for the Group’s
shareholders is 78.4%.
The non-current loans receivable, non-current loans payable,
finance income and finance expense, due from and due to the related
party BEE partners and other related parties, including dividends
paid are disclosed in the table below:
US$ million |
|
31 December 2021 |
|
31 December 2020 |
|
30 June 2021 |
|
|
|
|
|
|
|
Non-current receivable |
|
|
|
|
|
|
Kago Diamonds1 |
|
27.1 |
|
92.9 |
|
33.5 |
|
|
27.1 |
|
92.9 |
|
33.5 |
Non-current payable |
|
|
|
|
|
|
Kago Diamonds |
|
— |
|
71.9 |
|
— |
|
|
— |
|
71.9 |
|
— |
Current trade and other
receivables |
|
|
|
|
|
|
KEM JV2 |
|
5.5 |
|
9.4 |
|
9.7 |
Impairment
provision2 |
|
(4.9) |
|
(8.1) |
|
(8.4) |
|
|
0.6 |
|
1.3 |
|
1.3 |
|
|
1 July 2021 -
31 December 2021 |
|
1 July 2020 -
31 December 2020 |
|
1 July 2020 -
30 June 2021 |
Finance income |
|
|
|
|
|
|
Kago Diamonds |
|
1.0 |
|
2.1 |
|
3.7 |
|
|
1.0 |
|
2.1 |
|
3.7 |
Finance expense |
|
|
|
|
|
|
Kago Diamonds |
|
— |
|
2.6 |
|
3.8 |
|
|
— |
|
2.6 |
|
3.8 |
Dividend paid |
|
|
|
|
|
|
Kago Diamonds3 |
|
1.3 |
|
— |
|
— |
|
|
1.3 |
|
— |
|
— |
|
|
|
|
|
|
|
¹ The movement in the Kago Diamonds receivable of US$6.4 million (30 June
2021: US$38.6 million and
31 December 2020: US$20.8 million) is mainly attributable to
amounts advanced to Kago Diamonds during the Period totalling
US$nil (30 June 2021: US$3.8 million and 31
December 2020: US$2.8
million), a foreign exchange decrease of US$3.6 million (30 June
2021: US$15.4 million increase
and 31 December 2020: US$15.5 million increase) and offset by the
reversal of prior period expected credit loss provision of
US$nil million (30 June 2021:
US$4.2 million reversal and
31 December 2020: US$2.5 million reversal) and the loan payable of
US$nil (30 June 2021: US$62.1 million and 31
December 2020: US$nil) by the Group to Kago against the Kago
receivable.
2 Included in current trade and other receivables are
amounts advanced to KEM JV in respect of a working capital facility
and equipment finance facility of US$nil (30
June 2021: US$nil and 31 December
2020: US$nil) and the balance of the KEM JV purchase
consideration of US$nil (30 June
2021: US$1.3 million and
31 December 2020: US$1.1 million). During FY H1 2021 the Group
received payments of US$1.2 million
(FY 2021 US$nil and FY H1 2020: US$nil) from the KEM JV as
settlement of the outstanding purchase consideration this also
resulted in an expected credit loss reversal of US$1.1 million (H1 FY2021: US$nil) during the
Period. The Group has applied the expected credit loss impairment
model to the KEM JV receivables, taking into account various
factors, and the expected credit loss was deemed to be US$nil
(30 June 2021: US$8.4 million and 31
December 2020: US$8.1
million).
3 During the Period, Finsch declared and paid a
dividend out of profits generated in FY2021 to its shareholders.
The BEE partners received a total net dividend payment of
US$2.5 million comprising Kago
US$1.3 million and IPDET US$1.2 million.
Kago Diamonds is one of the BEE partners which obtained bank
financing from ABSA, RMB and Ninety-One (the “BEE Lenders”) to
acquire its interests in Cullinan and Finsch. During FY2020, the
Group had provided a guarantee to the BEE Lenders for repayment of
loans advanced to the Group’s BEE Partners, however during FY2021
as part of the Debt Restructuring, the BEE Partner debt facilities
were restructured and now form part of the Group’s new Term Loan
(refer to note 8 for further detail).
11. BEE LOANS RECEIVABLE AND PAYABLE
US$ million |
|
31 December
2021 |
|
31 December 2020 |
|
30 June 2021 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Loans and other receivables |
|
43.1 |
|
175.1 |
|
46.6 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
— |
|
133.4 |
|
— |
|
|
|
|
|
|
|
BEE Loans Receivable
The non-current BEE loans receivable represents those amounts
receivable from the Group’s BEE Partners (Kago Diamonds and the
IPDET) in respect of advances historically provided to the Group’s
BEE Partners to enable them to discharge interest and capital
commitments under the BEE Lender facilities, advances to the BEE
Partners to enable trickle payment distributions to both Kago
Diamonds shareholders and to the beneficiaries of the IPDET (Petra
Directors and Senior Managers do not qualify as beneficiaries under
the IPDET Trust Deed), and financing of their interests in the
Koffiefontein mine. In addition, US$48.6
million (30 June 2021:
US$45.4 million and 31 December 2020: US$47.2
million) has been recorded as part of the gross receivable
(before expected credit loss provisions) in respect of amounts to
be reimbursed to the Group in respect of the guarantee under the
BEE Lender facilities. Judgment was required in determining the
extent to which reimbursement is applicable based on the terms of
the agreements, South African legislation and discussions with the
BEE partners.
As a result of historical delays in the Cullinan plant ramp-up
and the Finsch SLC ramp-up, the Group has historically and through
the Period elected to advance the BEE Partners’ funds using Group
treasury to enable the BEE Partners to service their interest and
capital commitments under the BEE Lender facilities (refer below).
These BEE receivables, including interest raised, will be
recoverable from the BEE Partners’ share of future cashflows from
the underlying mining operations.
As part of the in principle agreement reached during the Period
as part of the Restructuring, Petra will assume the BEE Lender
facility obligations under the terms outlined in note 8.
As part of the Debt Restructuring in FY2021, Petra has assumed
the BEE Lender facility obligations under the terms outlined in
notes 8 and 18.
For detail on expected credit loss provision and reversal
associated with the BEE loans receivable refer to note 2.
US$ million |
|
1 July 2021
-
31 December 2021 |
|
1 July 2020 -
31 December 2020 |
|
1 July 2020 -
30 June 2021 |
|
|
|
|
|
|
|
As at 1 July |
|
46.6 |
|
137.0 |
|
137.0 |
Foreign exchange movement on opening
balance |
|
(5.1) |
|
25.8 |
|
30.7 |
Discretionary advance – capital and
interest commitment (BEE Lender facility) |
|
— |
|
2.9 |
|
4.7 |
Discretionary advance –
distributions to beneficiaries |
|
— |
|
2.1 |
|
2.0 |
Interest receivable |
|
2.0 |
|
2.7 |
|
5.2 |
Reversal of BEE loans receivable –
expected credit loss provision |
|
— |
|
4.6 |
|
5.8 |
Repayment of loan from BEE
partner |
|
(0.4) |
|
— |
|
— |
BEE payable restructuring – offset
against BEE receivable |
|
— |
|
— |
|
(138.8) |
As at 30 June |
|
43.1 |
|
175.1 |
|
46.6 |
BEE loans payable
BEE loans payable represent those loans advanced by the BEE
partners to the Group to acquire their interest in Cullinan and
Finsch. Details of the movements are set out below.
US$ million |
|
1 July 2021
-
31 December 2021 |
|
1 July 2020 -
31 December 2020 |
|
1 July 2020 -
30 June 2021 |
|
|
|
|
|
|
|
As at 1 July |
|
— |
|
108.6 |
|
108.6 |
Foreign exchange movement on opening
balance |
|
— |
|
20.0 |
|
23.2 |
Interest payable |
|
— |
|
4.8 |
|
7.0 |
BEE payable restructuring – offset
against BEE receivable |
|
— |
|
— |
|
(138.8) |
As at 30 June |
|
— |
|
133.4 |
|
— |
Group guarantee provided to BEE
Lenders
The BEE Partners obtained bank financing from ABSA, RMB and
Investec (“the BEE Lenders”) to refinance amounts owing by the BEE
Partners to Petra, which had provided funding to the BEE Partners
to enable them to acquire their interests in Cullinan and Finsch.
As part of historical refinancing arrangements, the Group provided
a guarantee to the BEE Lenders over the repayment of loans advanced
to the Group’s BEE Partners. The BEE Partners were expected to
settle their loan obligations with the BEE Lenders from their share
of future operational cashflows from the South African operations,
either through repayment of the amounts owing to the BEE Partners
by Petra or through recoverable advances provided by Petra from
Group treasury.
In March 2021, the Group completed
its Restructuring, the BEE Lender facility was included as part of
the Group’s new banking facilities and the guarantee provided by
the Group on behalf of the BEE Partners was extinguished (refer to
note 8 for further detail).
12. SHARES ISSUED
During the Period, the Company’s shareholders approved at the
FY2021 Annual General Meeting a 50 for 1 Share Consolidation.
Admission of the Company's New Ordinary Shares took place on
29 November 2021. As a result of the
Share Consolidation, the Company’s shares in issue comprise of
194,201,785 ordinary shares of 0.05
pence each.
In FY2021, as part of the Restructuring and subsequent to the
approval by shareholders at a special general meeting held on
13 January 2021, the Company allotted
8,844,657,929 Ordinary Shares to the Noteholders valued at
US$194.0 million (comprising Ordinary
shares valued at US$12.3 million and
share premium of US$181.7 million
before capitalised costs), based on the share price at 9 March 2021 (the date upon which all
implementation steps for the Debt Restructuring were met). The
allotment was pursuant to the Debt for Equity Conversion, announced
on 22 December 2020, which resulted
in the Noteholders holding 91% of the enlarged share capital of the
Company in the following proportions:
- 56.0% of the enlarged share
capital was issued to all Noteholders, including the New Money
Noteholders, pro rata to their holdings of existing Notes at the
close of the Restructuring (to the extent any Noteholder did not
take up their equity entitlement, such entitlement was allocated to
the remaining Noteholders who did not opt out of their equity
entitlement, on a pro rata basis); and
- 35.0% of the enlarged share
capital was issued to the New Money Noteholders only, pro rata to
their contribution of the New Money (to the extent any such
Noteholders did not take up their equity entitlement, such
entitlement was allocated to the remaining Noteholders who
contributed to the New Money and who did not opt out of their
equity entitlements, on a pro rata basis).
As a consequence of the Debt for Equity Conversion, 9% of the
Company’s enlarged share capital remains with the previous
shareholders (subject to dilution as a result of standard
management equity incentive arrangements). The costs associated
with the allotment of the new ordinary shares of US$12.3 million were capitalised against share
premium. For additional information regarding the Restructuring
refer to note 18.
13. EARNINGS PER SHARE
|
Total
1 July 2021 - 31 December 2021
US$ |
Total
1 July 2020 - 31 December 2020
US$ |
Total
30 June 2021
US$ |
Numerator |
|
|
|
|
|
|
|
Profit for the Period |
43,288,096 |
54,571,655 |
187,021,893 |
|
|
|
|
Denominator |
|
|
|
|
Shares |
Shares |
Shares |
Weighted average number of ordinary
shares used in basic EPS |
|
|
|
Brought forward |
9,710,089,272 |
865,431,343 |
865,431,343 |
Effect of shares issued during the
Period |
— |
— |
2,721,433,209 |
Effect of 50 for 1 share
consolidation November 2021 |
(9,515,887,487) |
(848,122,716) |
(3,515,127,261) |
Carried forward |
194,201,785 |
17,308,627 |
71,737,291 |
|
|
|
|
|
Shares |
Shares |
Shares |
Dilutive effect of potential
ordinary shares |
— |
— |
— |
Weighted average number of ordinary
shares in issue used in diluted EPS |
194,201,785 |
17,308,627 |
71,737,291 |
|
|
|
|
|
US cents |
US cents |
US cents |
Basic profit per share – US
cents |
22.29 |
315.29 |
260.70 |
Diluted profit per share – US
cents |
22.29 |
315.29 |
260.70 |
The number of potentially dilutive ordinary shares, in respect
of employee share options, Executive Director and Senior Management
share award schemes is nil (30 June
2021: nil and 31 December
2020: nil).
For the 12 months ending 30 June
2021, the basic and diluted profit per share have been
restated and adjusted for the 50 for 1 share consolidation which
became effective in November 2021, in
accordance with IAS 33 Earning per Share. Amounts as originally
stated were 5.22 cents basic and
5.22 cents dilutive profit per
share.
For the 6 months ending 31 December
2020, the basic and diluted loss per share have been
restated and adjusted for the 50 for 1 share consolidation which
became effective in November 2021, in
accordance with IAS 33 Earning per Share. Amounts as originally
stated were 6.31 cents basic loss and
6.31 cents dilutive profit per
share.
14. ADJUSTED EARNINGS PER SHARE (non-GAAP
measure)
In order to show earnings per share from operating activities on
a consistent basis, an adjusted earnings per share is presented
which excludes certain items as set out below. It is emphasised
that the adjusted earnings per share is a non-GAAP measure. The
Petra Board considers the adjusted earnings per share to better
reflect the underlying performance of the Group. The Company’s
definition of adjusted earnings per share may not be comparable to
other similarly titled measures reported by other companies.
|
Total
1 July 2021 - 31 December 2021
US$ |
Total
1 July 2020 - 31 December 2020
US$ |
Total
30 June 2021
US$ |
Numerator |
|
|
|
|
|
|
|
Profit for the Period |
43,288,096 |
54,571,655 |
187,021,893 |
Net unrealised foreign exchange loss
/ (gain) |
22,015,553 |
(49,936,067) |
(59,819,931) |
Present value discount – Williamson
VAT receivable |
663,803 |
211,488 |
(763,537) |
Profit on disposal of
subsidiary |
— |
(14,696,171) |
(14,696,171) |
Impairment charge - operations* |
227,304 |
— |
34,989,716 |
Impairment / (reversal) charge –
other receivables |
(1,118,250) |
— |
439,236 |
Reversal of BEE loans receivable –
expected credit loss provision |
— |
(4,585,295) |
(5,824,201) |
Taxation charge / (credit) on
unrealised foreign exchange (gain) / loss |
(8,507,107) |
15,165,971 |
17,228,580 |
Taxation credit on impairment
charge* |
— |
— |
(3,308,166) |
Gain on extinguishment of Notes |
— |
— |
(213,349,503) |
Transaction costs (reversal) /
expense – Human rights settlement agreement and provisions for
unsettled and disputed tax claims |
(239,494) |
— |
31, 110,891 |
Adjusted loss for the Year
attributable to parent |
56,329,905 |
731,581 |
(25,971,193) |
*Portion attributable to equity
shareholders of the Company |
|
|
|
|
|
|
|
Denominator |
|
|
|
|
Shares |
Shares |
Shares |
Weighted average number of ordinary
shares used in basic EPS |
|
|
|
As at 1 July |
9,710,089,272 |
865,431,343 |
865,431,343 |
Effect of shares issued during the
Period |
— |
— |
2,721,433,209 |
Effect of 50 for 1 share
consolidation November 2021 |
(9,515,887,487) |
(848,122,716) |
(3,515,127,261) |
Carried forward |
194,201,785 |
17,308,627 |
71,737,291 |
|
|
|
|
|
Shares |
Shares |
Shares |
Dilutive effect of potential
ordinary shares |
— |
— |
— |
Weighted average number of ordinary
shares in issue used in diluted EPS |
194,201,785 |
17,308,627 |
71,737,291 |
|
|
|
|
|
US cents |
US cents |
US cents |
Adjusted basic profit / (loss) per
share – US cents |
29.01 |
4.23 |
(36.20) |
Adjusted diluted profit
/ (loss) per share – US cents |
29.01 |
4.23 |
(36.20) |
For the 12 months ending 30 June
2021, the basic and diluted profit per share have been
restated and adjusted for the 50 for 1 share consolidation which
became effective in November 2021, in
accordance with IAS 33 Earning per Share. Amounts as originally
stated were 0.73 cents basic and
0.73 cents dilutive loss per
share.
For the 6 months ending 31 December
2020, the basic and diluted loss per share have been
restated and adjusted for the 50 for 1 share consolidation which
became effective in November 2021, in
accordance with IAS 33 Earning per Share. Amounts as originally
stated were 0.08 cents basic loss and
0.08 cents dilutive profit per
share.
15. IMPAIRMENT CHARGE
The current market conditions in the global rough diamond
market, the ongoing impact of the COVID-19 pandemic, volatility of
and variability in product mix are all factors impacting the rough
diamond prices achieved by Petra during the Period, resulting in
management taking a critical review of the Group’s business models
and operational assets. The carrying amounts of the Group’s assets
are reviewed at each reporting date to determine whether there is
any indication of impairment. If there is any indication that an
asset may be further impaired or an impairment reversal may apply,
its recoverable amount is estimated. The recoverable amount is
determined on a fair value less cost to develop basis.
The operations of Cullinan, Finsch, Koffiefontein and Williamson
are held at recoverable value as a result of FY2021 impairments.
During the Period under review, the Group reviewed the carrying
value of its investments, loan receivables and operational assets
for indicators of impairment. Following the assessment, no further
impairment of property, plant and equipment was considered
appropriate for Cullinan, Finsch and Williamson, nor was any
impairment reversal considered appropriate in the current Period.
The Group recognised an asset level impairment charge of
US$0.3 million being managements’
estimate of the decrease in the value of the Koffiefontein assets.
The Group recognised a consolidated income statement charge of
US$0.7 million comprising
management’s estimate of the recoverability of the Tanzania VAT
receivable and an impairment reversal of US$1.1 million of the KEM JV receivable.
.
Impairment
(US$ million) |
Asset
class |
Carrying value pre
impairment |
Impairment |
Carrying value
post impairment |
|
|
|
|
|
Impairment operations: |
|
|
|
|
Cullinan |
Property, plant & equipment |
429.2 |
— |
429.2 |
Finsch |
Property, plant & equipment |
163.7 |
— |
163.7 |
Koffiefontein |
Property, plant & equipment |
1.1 |
(0.3) |
0.8 |
Williamson |
Property, plant & equipment |
30.0 |
— |
30.0 |
Sub-total |
|
624.0 |
(0.3) |
623.7 |
|
|
|
|
|
Impairment – non-financial
receivables: |
|
|
|
|
Other – current receivable |
KEM JV receivable (refer to note
10) |
1.5 |
1.1 |
2.6 |
Other – non-current |
Tanzania VAT receivable (refer to
note 2) |
2.5 |
(0.7) |
1.8 |
Sub-total |
|
4.0 |
0.4 |
4.4 |
Total |
|
628.0 |
0.1 |
628.1 |
31 December
2020
During the 6 month period ending 31
December 2020, the Group reviewed the carrying value of its
investments, loan receivables and operational assets for indicators
of impairment. Following the assessment, no impairment of property,
plant and equipment was considered appropriate for Cullinan,
Finsch, Koffiefontein and Williamson, nor was any impairment
reversal considered appropriate in the current Period. The Group
recognised a consolidated income statement charge of US$0.2 million comprising management’s estimate
of the recoverability of the Tanzania VAT receivable.
Details of the impairment assessment are shown below:
Impairment
(US$ million) |
Asset
class |
Carrying value pre
impairment |
Impairment |
Carrying value
post impairment |
|
|
|
|
|
Impairment – non-financial
receivables: |
|
|
|
|
Other |
Tanzania VAT receivable (refer note
2) |
10.8 |
(0.2) |
10.6 |
Total |
|
10.8 |
(0.2) |
10.6 |
30 June
2021
The operations of Cullinan, Finsch and Koffiefontein were held
at recoverable value as a result of FY 2020 impairments. During FY
2021, the Group reviewed the carrying value of its investments,
loan receivables and operational assets for indicators of
impairment. Following the assessment, impairment of property, plant
and equipment was considered appropriate for Finsch and
Koffiefontein. No impairment was considered necessary for Cullinan,
nor was any impairment reversal considered appropriate in the
current year. The Group recognised a consolidated income statement
charge of US$17.3 million being the
amount required to write down management’s estimate of recoverable
value of the Finsch and Koffiefontein assets. Williamson was
classified as Held for Sale as at 30 June
2021 (refer to note 17).
Impairment
(US$ million) |
Asset
class |
Carrying value pre
impairment |
Impairment |
Carrying value
post impairment |
|
|
|
|
|
Impairment
operations: |
|
|
|
|
Cullinan |
Property, plant &
equipment |
497.9 |
— |
497.9 |
Finsch |
Property, plant & equipment |
210.6 |
(15.1) |
195.5 |
Koffiefontein |
Property, plant & equipment |
3.3 |
(2.2) |
1.1 |
Williamson |
Property, plant & equipment
(refer note 17) |
52.7 |
(21.4) |
31.3 |
Sub-total |
|
764.5 |
(38.7) |
725.8 |
|
|
|
|
|
Impairment – non-financial
receivables: |
|
|
|
|
Other – current |
Tanzanian VAT receivable reversal
(refer note 2) |
— |
0.7 |
0.7 |
Other – current |
Other receivables |
0.6 |
(0.4) |
0.2 |
Sub-total |
|
0.6 |
0.3 |
0.9 |
Total |
|
765.1 |
(38.4) |
726.7 |
Cullinan, Finsch, Koffiefontein and
Williamson impairment considerations and assumptions
The Group performs impairment testing on an annual basis of all
operations and when there are potential indicators of impairment.
The impairment testing performed resulted in impairments of the
Cullinan, Finsch, Koffiefontein and Williamson assets. The key
assumptions used in determining the recoverable value calculations,
determined on fair value less cost to develop basis, are listed in
the table below:
Group assumptions for 31 December 2021 and 30
June 2021:
Key assumptions |
Explanation |
Current mine plan and
recoverable value of reserves and resources |
Economically recoverable reserves and resources are based on
management’s expectations based on the availability of reserves and
resources at mine sites and technical studies undertaken in house
and by third party specialists.
The current mine plans for the operations are as follows:
Cullinan: FY 2031 (FY 2021: FY 2031)
Finsch: FY 2031 (FY 2021: FY 2030)
Koffiefontein: FY 2025 ( (FY 2021: FY 2023)
Williamson: FY 2030
Resources remaining after the current mine plans have not
been included in impairment testing for the operations. |
Current mine plan
reserves and resources |
Finsch: Current mine
plan over the next nine years; total resource processed 25.8 Mt (FY
2021: Current mine plan over the next ten years; total resource
processed 26.8 Mt). |
|
Cullinan: Current mine
plan over the next nine years; total resource processed 38.5 Mt (FY
2021: Current mine plan over the next ten years; total resource
processed 38.6 Mt). |
|
Koffiefontein: Current
mine plan over the next two years; total resource processed 2.1 Mt
(FY 2021: Current mine plan over the next three years; total
resource processed 2.2 Mt). |
|
Williamson: Current
mine plan over the next 9 years, total resource processed 46.5 Mt
(FY2021: Williamson was on care and maintenance). |
Current mine plans –
capital expenditure |
Management has
estimated the timing and quantum of the capital expenditure based
on the Group’s current mine plans for each operation. There is no
inclusion of capital expenditure to enhance the asset beyond
exploitation of the current mine plan orebody. |
Residual Value |
Cullinan:
Management included a residual value of property, plant and
equipment to be used beyond the current mine plan, given the
significant resource base estimated to be available at the end of
the current mine plan.
No residual values were included in the impairment assessments of
the other mining operations. |
Diamond prices |
The
diamond prices used in the impairment test have been set with
reference to recently achieved pricing and market trends, and
long-term diamond price escalators are informed by industry views
of long-term market supply/demand fundamentals. Given the current
market uncertainty, the assessment of short-term diamond prices and
the rate and extent of pricing recovery, together with the
longer-term pricing escalators, represented a critical
judgement
The 31 December 2021 impairment testing models starting price
assumptions have been adjusted for Cullinan and Finsch when
compared to the 30 June 2021 impairment models to be in line with
actual prices achieved in the preceding 6 month Period. Diamond
prices (excluding Exceptional Stones) have been assumed to remain
unchanged FY 2022 and FY2023, then increase by 1.7% in FY2024 and
thereafter at 3.9% from FY 2025. The long-term models incorporate
normalised diamond price escalation of 1.9% above a long-term US
inflation rate of 2.5% per annum from FY 2025 to FY 2030. Estimates
for the contribution of Exceptional Diamonds sold for more than
US$5.0 million each are determined with reference to historical
trends. Based on the historical trends, management have increased
the contribution from Exceptional Stones at Cullinan from US$25.0
million to US$35.0 million per annum.
The 30 June 2021 impairment testing models starting price
assumptions have been updated to reflect the improved pricing
achieved during the Year when compared to the 30 June 2020
impairment models. Diamond prices have been assumed to increase
from FY 2022 and then 4% from FY 2024, returning to pricing levels
achieved before the impact of COVID-19, representing an increase of
25-30% from pricing achieved at the lowest point during FY2020. The
long-term models incorporate normalised diamond price escalation of
1.9% above a long-term US inflation rate of 2.5% per annum from FY
2025 to FY 2030. Estimates for the contribution of Exceptional
Diamonds sold for more than US$5.0 million each are determined with
reference to historical trends. |
Discount rate |
A ZAR discount rate of
12.0% (30 June 2021: 12.0%) was used for the South African
operations in and a USD discount rate of 13.25% (30 June 2021:
13.25%) for Williamson. Discount rates calculated based on a
nominal weighted average cost of capital including the effect of
factors such as market risk and country risk as at the Year end.
USD and ZAR discount rates are applied based on respective
functional currency of the cash generating unit. As Williamson was
held for sale as at 30 June 2021, the discount rate was applied to
cashflows expected from a disposal transaction. |
Cost inflation
rate |
Long-term inflation
rates of 3.5%–7.8% (30 June 2021: 3.5%–7.8%) above the long-term
US$ inflation rate were used for Opex and Capex escalators. |
Exchange rates |
Exchange rates are
estimated based on an assessment of current market fundamentals and
long-term expectations. The US$/ZAR exchange rate range used for
all South African operations commenced at ZAR15.00 (30 June 2021:
ZAR14.50) reflecting the current volatility experienced during H1
FY2022, before further devaluing at 5.5% (30 June 2021: 5.5% from
FY 2023) per annum until FY 2027 and thereafter devaluing at 3.5%
per annum. Given the volatility in the USD/ZAR exchange rate and
the current levels of economic uncertainty, the determination of
the exchange rate assumptions required significant judgement. |
Valuation basis |
Discounted present
value of future cash flows. |
Williamson |
During the
Period, Williamson recommenced production. For impairment testing
at Williamson, management have used the above assumptions.
During FY2021, Williamson was classified as an asset held for sale,
for further detail refer to note 17. |
Sensitivity analysis
The impact of applying reasonable downside sensitivities on the
key inputs based on management’s assumptions at 31 December 2021 is noted below:
|
Additional Impairment charge |
(US$ million) |
Cullinan |
Finsch |
Koffiefontein |
Williamson |
Base case |
|
|
|
|
Increase in discount rate by 2% |
31.6 |
13.6 |
0.8 |
4.1 |
Reduction in pricing by 5% over Life
of Mine |
42.3 |
34.1 |
0.8 |
19.6 |
Reduction in short-term production
by 10% |
9.7 |
7.6 |
0.8 |
0.5 |
Increase in Opex by 5% |
22.3 |
14.9 |
0.8 |
32.0 |
Reduction in Exceptional Stones
contribution by US$10.0 million per annum |
36.7 |
n/a |
n/a |
n/a |
Strengthening of the ZAR from
US$/ZAR15.00 to US$/ZAR13.50 |
105.5 |
71.4 |
0.8 |
n/a |
|
|
|
|
|
16.
DISPOSAL OF OPERATION (30 June
2021)
- Disposal of Botswana
(exploration)
During FY 2021, the Company disposed of its exploration assets
in Botswana via the sale of 100%
of its holding in Sekaka Diamonds Exploration (Pty) Limited
(“Sekaka”) to Botswana Diamonds PLC for a total consideration of
US$300,000 and a 5% royalty on future
diamond revenues should any of the prospects within the exploration
licences be brought into production. Refer to note 36 of FY2021
Annual Report for details.
The profit on disposal of subsidiary of US$14.7 million comprises a US$0.3 million disposal consideration, net profit
of US$1.3 million for the Period
1 July 2020 to the 30 November 2020 disposal date, and the recycling
of the foreign currency translation reserve of US$13.3 million, offset by a net asset disposal
amount of US$0.2 million.
17.
WILLIAMSON
- Framework Agreement
On 13 December 2021, the Company
signed an agreement in principle with the Government of
Tanzania relating to the
Williamson operations. Williamson resumed operations and sales
during the Period, having been on care and maintenance since
April 2020.
The Framework Agreement provides for a capital restructuring of
the Williamson Diamonds Limited (“WDL”), the entity that owns the
Williamson Mine, including the 16% free carried interest that the
Government of Tanzania is entitled
to receive in WDL and its shareholder loans under Section 10 of the
Tanzanian Mining Act, 2017 and Regulation 10 of the Tanzanian
Mining (State Participation) Regulations, 2020. The capital
restructuring will include:
- a WDL share issue with the effect of reducing Petra's indirect
shareholding from 75% to 63% and consequently increasing the
Government of Tanzania's
shareholding from 25% to 37%;
- a contribution to the Government of Tanzania of 16% of the principal outstanding
value of the Group’s shareholder loans payable by WDL, with the
remaining 84% of such principal outstanding loans continuing to be
owed to the Group; and
- the transfer of the WDL shares held by the Group to another
member of the Petra Group (either Petra itself or a special purpose
subsidiary).
With respect to the reorganisation of the parties' legal
interests in WDL, the Framework Agreement also provides for an
overall 55:45 economic benefit sharing ratio between the Government
of Tanzania and Petra in relation
to future economic benefits from the Williamson Mine. This
arrangement is intended to capture the parties' entitlements as
shareholders as well as, with respect to the Government of
Tanzania, the revenue it collects
from WDL arising from taxes, royalties, duties, fees and other
fiscal levies (“Government Imposed Charges”). The Framework
Agreement also provides that WDL shall be entitled to off-set its
undisputed unpaid and overdue VAT receivables against future
Government Imposed Charges, whereby such Government Imposed Charges
will be off-set and treated as paid for the purposes of the
economic benefit sharing ratio.
The Framework Agreement provides that Petra and the Government
of Tanzania will provide financial
assistance for the restart of operations at the Williamson Mine.
Petra has already provided funding and the Government of
Tanzania has agreed to allocate
the sales proceeds of the 71,654.45 carat diamond parcel from the
Williamson Mine that was previously confiscated and blocked for
export. The original value of this parcel was assessed in
September 2017 at approximately
US$15 million, as previously
disclosed, although Petra has not had the parcel independently
valued.
The Framework Agreement records an important US$20.0 million settlement between the
parties concerning long-standing historic disputes with the
Government of Tanzania. In FY2021,
as at 30 June 2021 the Group raised a
provision of US$19.5 million
(adjusted for time-value of money) in respect of the aforementioned
settlement. This settlement payment shall be made in instalments,
with the first instalment of US$5.0
million to be paid when the Framework Agreement becomes
effective and upon receipt of proceeds by WDL from the sale of the
confiscated diamond parcel. The subsequent annual instalments
of the settlement amount are to be made annually at amounts as
determined by WDL’s board of directors.
The Framework Agreement is subject to a number of conditions,
including Tanzanian regulatory approvals and the consent of Petra’s
South African lender group, and is therefore not yet effective as
at 31 December 2021. Petra is
entering into the Framework Agreement with the Government of
Tanzania in the latter's capacity
principally as a regulator and collector of taxes in Tanzania. However, the Government of
Tanzania is also a related party
to Petra for the purposes of the UK Listing Rules, due to the
Government’s shareholding in WDL. Accordingly, the Framework
Agreement cannot become legally binding on the parties until
approval is obtained from Petra’s shareholders. Notwithstanding,
the Government of Tanzania's right
to a 16% free carried interest under the Tanzanian Mining Act, 2017
is an entitlement as a matter of Tanzanian law, and is not of
itself ultimately subject to any approval or condition in any
respect. Accordingly, Petra acknowledges that arrangements to
reflect this will need to be implemented regardless of the
Framework Agreement becoming effective. On 9
February 2022, Petra received shareholder approval of the
Framework Agreement.
Memorandum of Understanding with Caspian Limited (“MOU”)
On 15 December 2021, the Company
announced that it had signed a non-binding Memorandum of
Understanding (“MoU”) to sell 50% less one share of the entity that
holds the Group’s shareholding in Williamson Diamonds Limited
(“WDL”), along with a pro rata portion of shareholder loans owed by
WDL, to Caspian Limited or its nominee (“Caspian”) for a total
consideration of US$15.0 million.
Caspian is the long-term technical
services contractor at the Williamson Mine.
Upon completion of the transactions contemplated by the MoU and
the capital restructuring in the aforementioned Framework Agreement
becoming effective, Petra and Caspian will each indirectly hold a 31.5%
stake in WDL but Petra retains a controlling interest in
Williamson.
Caspian’s purchase will be funded through the settlement of
US$11.1 million of past technical
services payments owed by WDL to Caspian, including services rendered during
the recent restart of operations following the care and maintenance
period, with the remaining amount being funded by Caspian rendering US$3.9 million of technical services to WDL in
order to ramp-up operations at the Williamson Mine.
The sale of the 50% stake in the entity that holds Petra’s
shares in WDL is subject to the parties obtaining all necessary
Governmental, regulatory and lender approvals, including approvals
from the Tanzanian Mining Commission, the Tanzanian Fair
Competition Commission and The Bank of Tanzania, and a binding ruling from the
Tanzania Revenue Authority on the tax treatment of the
transaction. The parties are seeking to obtain such approvals
by the end of H2 FY 2022.
As at 30 June 2021, the criteria
for classification as Asset Held for sale was met. Refer to (b)
below for FY2021 disclosures). Subsequently, the signing of the MOU
will result in Petra retaining its controlling interest in WDL and
will see Petra consolidating WDL’s operating and financial results,
with an appropriate recognition of non-controlling interest
attributable to both Caspian and
the Government of Tanzania. As
neither agreement mentioned above is effective as at 31 December 2021, WDL has been consolidated in
the same proportions as prior to its Held for Sale classification
being 75% Petra and 25% Government of Tanzania.
- Asset Held for Sale (30 June
2021)
As at 30 June 2021, the assets and
liabilities of the Williamson operation (being Petra’s 75.0%
interest) were classified as held for sale in the Statement of
Financial Position at 30 June 2021,
in accordance with IFRS 5. The financial results of the Williamson
operation for FY2021 were disclosed in the Consolidated Income
Statement in Loss on discontinued operation. These have been
restated for the period ending 31 December
2021. The Williamson mining operation is a separate
operating segment for the purposes of the Group’s segmental
reporting.
- Net assets of Williamson:
US$ million |
Book value prior to
reclassification of as held for sale |
Impairment |
30 June
2021 |
Mining property, plant and
equipment |
52.7 |
(21.4)¹ |
31.3 |
Non-current trade and other
receivables |
0.7 |
— |
0.7 |
Trade and other receivables |
2.9 |
— |
2.9 |
Inventory |
15.5 |
— |
15.5 |
Cash and cash equivalents |
9.2 |
— |
9.2 |
Non-current assets held for
sale |
81.0 |
(21.4) |
59.6 |
|
|
|
|
Environmental liabilities,
provisions and other non-current trade and other payables |
(22.9) |
— |
(22.9) |
Trade and other payables and
provisions |
(10.6) |
— |
(10.6) |
Non-current liabilities
associated with non-current assets held for sale |
(33.5) |
— |
(33.5) |
Net assets |
47.5 |
(21.4) |
26.1 |
- Result of Williamson:
US$ million |
1 July 2020 – 30
June 2021 |
|
1 July 2019 – 30 June
2020 |
Revenue |
4.6 |
|
52.5 |
Cost of sales |
(13.8) |
|
(68.7) |
Gross loss |
(9.2) |
|
(16.2) |
Impairment charge – operations |
— |
|
(34.6) |
Impairment reversal / (charge) -
other receivables |
0.7 |
|
(6.8) |
Provisions for unsettled and
disputed tax claims |
(19.5) |
|
— |
Financial income |
— |
|
0.6 |
Financial expense |
(2.7) |
|
(0.8) |
Loss before tax |
(30.7) |
|
(57.8) |
Income tax charge |
— |
|
(0.2) |
Loss after tax before impairment
charge |
(30.7) |
|
(58.0) |
Impairment charge1 |
(21.4) |
|
— |
Net loss for the Year |
(52.1) |
|
(58.0) |
|
|
|
|
Attributable to: |
|
|
|
- Equity holders of the parent
|
(52.1) |
|
(58.0) |
|
— |
|
— |
|
(52.1) |
|
(58.0) |
|
|
|
|
The US$21.4 million impairment
loss recorded on the Williamson assets represented the difference
between the assets measured at the lower of their carrying amount
and fair value less costs to sell considering the best available
information at the present time with reference to ongoing
discussions with a potential investor. The impairment charge of
US$21.4 million was recognised to
reduce assets of Williamson to equal the fair value less costs to
sell.
- Consolidated balance reconciliation - Williamson
(31 December 2021)
US$ million |
Consolidated
(excluding WDL)
31 December 2021 |
Williamson
31 December 2021 |
Consolidated
(including WDL)
31 December 2021 |
ASSETS
Non-current assets |
|
|
|
Property, plant and equipment |
596.6 |
30.0 |
626.6 |
Right-of-use assets |
0.7 |
26.1 |
26.8 |
BBE loans and receivables |
43.1 |
— |
43.1 |
Other receivables |
— |
1.8 |
1.8 |
Deferred tax assets |
(0.1) |
0.1 |
— |
Total non-current assets |
640.3 |
58.0 |
698.3 |
|
|
|
|
Current assets |
|
|
|
Trade and other receivables |
19.6 |
6.6 |
26.2 |
Inventories |
71.9 |
25.6 |
97.5 |
Cash and cash equivalents (including
restricted amounts) |
255.2 |
17.1 |
272.3 |
Total current assets |
346.7 |
49.3 |
396.0 |
Total assets |
987.0 |
107.3 |
1,094.3 |
EQUITY AND LIABILITIES |
|
|
|
Equity |
|
|
|
Share capital |
145.7 |
— |
145.7 |
Share premium account |
959.5 |
— |
959.5 |
Foreign currency translation
reserve |
(447.3) |
0.6 |
(446.7) |
Share-based payment reserve |
1.9 |
— |
1.9 |
Other reserves |
(0.8) |
— |
(0.8) |
Accumulated losses |
(218.6) |
8.5 |
(210.1) |
Attributable to equity holders of
the parent company |
440.4 |
9.1 |
449.5 |
Non-controlling interest |
(7.8) |
— |
(7.8) |
Total equity |
432.6 |
9.1 |
441.7 |
Liabilities |
|
|
|
Non-current liabilities |
|
|
|
Loans and borrowings |
371.9 |
26.1 |
398.0 |
Lease liabilities |
0.4 |
23.2 |
23.6 |
Provisions |
67.1 |
28.9 |
96.0 |
Deferred tax liabilities |
55.3 |
— |
55.3 |
Total non-current
liabilities |
494.7 |
78.2 |
572.9 |
Current liabilities |
|
|
|
Loans and borrowings |
27.0 |
0.3 |
27.3 |
Lease liabilities |
0.4 |
2.8 |
3.2 |
Trade and other payables |
32.3 |
16.9 |
49.2 |
Total current
liabilities |
59.7 |
20.0 |
79.7 |
Total liabilities |
554.4 |
98.2 |
652.6 |
Total equity and
liabilities |
987.0 |
107.3 |
1,094.3 |
|
|
|
|
US$ million |
Consolidated (excluding WDL)
1 July 2021 –
31 December 2021 |
Williamson
1 July 2021 –
31 December 2021 |
Consolidated (including WDL)
1 July 2021 –
31 December 2021 |
Revenue |
244.5 |
20.2 |
264.7 |
Mining and processing
costs |
(143.1) |
(9.8) |
(152.9) |
Other direct
income |
0.2 |
0.1 |
0.3 |
Corporate expenditure
including settlement costs |
(5.2) |
— |
(5.2) |
Other corporate
income |
0.6 |
— |
0.6 |
Expenditure for
unsettled and disputed tax
claims |
— |
— |
— |
Impairment of
non-financial assets |
(0.3) |
(0.7) |
(1.0) |
Impairment of BEE
loans receivable – expected credit loss release |
1.1 |
— |
1.1 |
Impairment charge |
— |
— |
— |
Total operating
costs |
(146.7) |
(10.4) |
(157.1) |
Profit on disposal
including associated impairment, net of tax |
— |
— |
— |
Financial income |
9.7 |
1.7 |
11.4 |
Financial expense |
(55.6) |
(0.7) |
(56.3) |
Profit before
tax |
51.9 |
10.8 |
62.7 |
Income tax charge |
(13.6) |
— |
(13.6) |
Profit for the
Period |
38.3 |
10.8 |
49.1 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the
parent |
|
|
43.2 |
Non-controlling
interest |
|
|
5.9 |
|
|
|
49.1 |
18. Restructuring of the US$650 million Loan Notes (30 June 2021)
On 10 March 2021, the Company
completed the implementation of the debt Restructuring project with
the Noteholders and the South African Lender Group. The key
features of the Restructuring of the US$650
million Notes and the Senior secured lender debt facilities
of ZAR1.6 billion were as
follows:
- conversion of Notes debt valued at US$415.0 million into equity, which resulted in
the Noteholder group holding 91% of the enlarged share capital of
the Company (refer (a) below);
- the remainder of the Notes exchanged for the issue of
US$295.0 million new Notes and the
contribution by holders of the existing Notes of US$30.0 million in new money, each to take the
form of New Notes (refer (a) below); and
- restructuring of the first lien facilities to provide for a
Term Loan of ZAR1.2 billion and a
Revolving Credit Facility (“RCF”) of ZAR560
million provided by the South African Lender Group (refer
(b) below).
- Debt for Equity conversion and the issue of New
Notes
- Debt for Equity swap
The Company completed a debt for equity conversion consisting of
the partial repayment of the US$650
million Loan Notes by issuing 8,844,657,929 new Ordinary
Shares with a nominal value of 0.001
pence per share in the Company to the existing Noteholders.
The fair value of the shares at the date of the conversion was
1.58 pence per share, giving a total
consideration of U$194.0 million. The carrying value of the
liability at the date of the conversion was US$415.0 million. The resulting gain, before
restructuring costs, of US$221.0
million has been recognised in the Income Statement as part
of the gain on extinguishment of the Notes. Restructuring costs
identified as being directly associated with the debt for equity
conversion, of US$12.4 million have
been taken directly to share premium. The Debt for Equity
Conversion resulted in the Noteholders holding 91% of the enlarged
share capital of the Company.
ii) Issue of New Notes
The New Notes of
US$336.7 million were issued and
allocated as follows:
- US$30.0 million allocated only to
those Noteholders that subscribed, and funded that subscription, to
the New Money, pro rata to their New Money contribution (the “New
Money Noteholders”);
- US$150.0 million allocated only
to those New Money Noteholders, pro rata to each holder's
contribution to the New Money;
- US$145.0 million allocated to all
Noteholders (including the New Money Noteholders), pro rata to
their holdings of existing Notes at the close of the Restructuring;
and
- a further amount of New Notes as consideration to certain
Noteholders, in remuneration for the commercial risks and other
commercial considerations borne by those Noteholders whilst
restricted for the purposes of negotiations with other stakeholders
and work performed in connection with the Restructuring. The
quantum of New Notes issued for this purpose was US$11.7 million, which has been capitalised as
part of the Notes liability and will be amortised over the term of
the Notes.
The restructuring of the terms of the Loan Notes represented a
substantial modification as the net present value of the cash flows
under the original terms and the modified terms was greater than
10%.As such, carrying value of the Loan Notes of US$299.0 million was de-recognised and the
amended new Notes with a nominal value of US306.7 million were
recognised on the balance sheet at the date of modification. The
loss arising on substantial modification of the Loan Notes of
US$7.7 million has been recognised in
the Income Statement as part of the gain on extinguishment of the
Notes. The acceleration of unamortised costs associated with the
substantial modification were expensed and included within net
finance income (refer to note 6).
- First lien facilities
The previous facilities held with the South African Lender
Group, included the ZAR500.0 million
working capital facility (the "WCF"), the ZAR400.0 million RCF, the financing arrangements
in respect of the Group's BEE partners (the "BEE Facilities") of
ZAR683.1 million and the Group's
general banking facilities were restructured through the
extinguishment of the existing facilities and the replacement of
such facilities with a new Term Loan and RCF, as part of the
Restructuring.
A new Term Loan was made available to the Group for a principal
amount of ZAR1.2 billion, in order to
refinance the previous drawn ZAR500.0
million WCF and the outstanding principal amounts of the BEE
Facilities (ZAR683.1 million).
Transaction costs of ZAR17.4 million
(US$1.7 million) and cash transaction
costs of US$0.7 million directly
associated with the Term loan were capitalised to the liability to
be amortised over the period of the loan. The Term Loan is fully
drawn.
A new RCF was made available comprising a rollover of the
previous ZAR400.0 million RCF but
increased by a further ZAR160.0
million. An amount of ZAR400.0
million remains drawn at Year end under the RCF with the RCF
reducing at Year end to ZAR509.6
million in line with the amortisation profile, with
ZAR109.6 million still available for
drawdown. For the terms of the new First lien facilities refer to
note 8.
- Transaction costs
A total of US$33.7 million
(FY2020: US$3.8 million included
under prepayments) were incurred during the Year for the
Restructuring. The transaction costs have been apportioned to
Equity, the Notes and bank facilities based on each components
contribution to the total Restructuring. Cash costs incurred in the
Year amounted to US$29.9 million (FY
2020: US$3.8 million included under
prepayments).
19.
EVENTS AFTER
THE REPORTING PERIOD
Vesting of share awards
On 12 January the Company announced the vesting of 9,445 shares
in the Company under the 2018 and 2019 deferred share scheme. The
shares have been settled by purchasing the shares in the market at
78.0 pence.
Settlement of RCF
On 24 January 2022, the Company
paid ZAR404.6 million (capital plus
interest) to settle the RCF. The RCF has not been terminated and
remains available for drawdown.
New First Lien Banking Facility on
more favourable terms
On 2 February 2022, the Company
announced that it had concluded a binding, credit approved term
sheet for the refinancing of its first lien debt facility with its
South African Lender Group, providing for more favourable terms
than the Group’s current first lien facilities. The conclusion of
the new facility is subject to completion of appropriate definitive
agreements, expected to be finalised during Q3 FY 2022.
A new Revolving Credit Facility (“RCF”) with Absa Bank Limited
(acting through its corporate and investment banking divisions)
(“Absa”) will replace the existing RCF and term lending
arrangements with the current South African lender syndicate
comprising Absa, Nedbank, RMB and Ninety One. The new terms
include, inter alia:
- improved structure with a single ZAR1
billion RCF replacing the existing amortising term loan
(ZAR856.1 million owed at
31 December 2021 net of unamortised
transaction costs of ZAR20.2million)
and the ZAR408.8 million RCF;
- more appropriate covenant package resulting in improved
headroom and flexibility on the balance sheet;
- extended tenure for the RCF with a maturity date of
December 2025 and a more usual bullet
payment at maturity; and
- reduced financing costs with improved margin and commitment
fees.
Details of the new terms compared with the previous terms:
|
Previous terms |
New terms |
Facility |
R408.8 million amortising RCF and
R876.3 million gross term loan (as at 31 Dec 2021) |
R1,000 million RCF |
Duration |
3 years (Mar-24) |
4 years (Dec-25), with a 60 day
buffer between the redemption of the Notes and the maturity of the
RCF |
Lenders |
Absa, Nedbank, RMB & Ninety
One |
Absa |
Margin |
JIBAR + 525 bps |
JIBAR + 415 bps, with the margin to
be reconsidered annually based on Petra’s credit metrics with a
view of further optimising the margin to be achieved |
Commitment fee |
210 bps per annum |
125 bps per annum |
Covenants
|
FY22
H2 |
FY23
H1 |
FY23
H2 |
FY24
H1 |
FY24
H2 |
FY25
H1 |
FY25
H2 |
FY26
H1 |
Net Debt : EBITDA
Leverage ratio (maximum) |
4.00 |
4.00 |
3.50 |
3.50 |
3.25 |
3.25 |
3.00 |
3.00 |
Interest Cover Ratio (minimum) |
1.85 |
1.85 |
2.50 |
2.50 |
2.75 |
2.75 |
3.00 |
3.00 |
Special General Meeting – Shareholder
approval of Framework Agreement.
The Framework Agreement entered into between Petra, Williamson
Diamonds Limited and the Government of Tanzania constituted a related party
transaction for purposes of the UK Listing Rules and in order for
it to become unconditionally effective and legally binding on
Petra, approval of its shareholders at the SGM was required. On
9 February 2022, the Company received
shareholder approval at its Special General Meeting. The Framework
Agreement remains subject to a number of other conditions,
including customary government approvals and the approval of the
Petra South African lender group. Subject to the satisfaction
of these conditions, the Framework Agreement is expected to become
effective in the second half of FY 2022.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
- the Condensed Financial Statements have been prepared in
accordance with IAS 34 Interim Financial Reporting, and give
a true and fair view of the assets, liabilities, financial position
and profit of the Group; and
- the Interim Management Report includes a fair review of the
information required by FCA’s Disclosure and Transparency Rules
(DTR 4.2.7 R and 4.2.8 R).
By order of the Board
Richard
Duffy
Chief Executive
Officer
21 February 2022
INDEPENDENT REVIEW REPORT ON THE
UNAUDITED FINANCIAL STATEMENTS OF PETRA DIAMONDS LIMITED
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 December 2021
which comprises Condensed Consolidated Income Statement, Condensed
Consolidated Statement of Comprehensive Income, Condensed
Consolidated Statement of Financial Position, Condensed
Consolidated Statement of Cash Flows, Condensed Consolidated
Statement of Changes in Equity and accompanying Notes to the
Condensed Consolidated Interim Financial Statements.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended
31 December 2021 is not prepared, in
all material respects, in accordance with UK adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency
Rules of the United Kingdom’s Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, “Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity” (“ISRE (UK) 2410”). A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
As disclosed in note 2, the annual financial statements of the
Group are prepared in accordance with UK adopted international
accounting standards. The condensed set of financial statements
included in this half-yearly financial report has been prepared in
accordance with UK adopted International Accounting Standard 34,
“Interim Financial Reporting.
Conclusions relating to going
concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410, however future events or conditions
may cause the Group to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom’s Financial Conduct
Authority.
In preparing the half-yearly financial report, 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
review of the financial information
In reviewing the half-yearly report, we are responsible for
expressing to the Company a conclusion on the condensed set of
financial statement in the half-yearly financial report. Our
conclusion, including our Conclusions Relating to Going Concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the
Disclosure Guidance and Transparency Rules of the United Kingdom’s
Financial Conduct Authority and for no other purpose. No
person is entitled to rely on this report unless such a person is a
person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised
to do so by our prior written consent. Save as above, we do
not accept responsibility for this report to any other person or
for any other purpose and we hereby expressly disclaim any and all
such liability.
BDO LLP
Chartered Accountants
Location: London UK
21 February 2022
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127)