TIDMCEY
RNS Number : 9995N
Centamin PLC
27 May 2020
27 May 2020
Centamin plc
("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
Notice of Annual General Meeting and Publication of 2019 Annual
Report and Accounts
for the twelve months ended 31 December 2019
In accordance with Listing Rule 9.6.1, today Centamin has
submitted the 2020 Notice of Annual General Meeting ("the Notice")
and the 2019 Annual Report and Accounts ("2019 Annual Report") to
the National Storage Mechanism. Both documents will shortly be
available for inspection at http://www.morningstar.co.uk/uk/NSM%20
and the Company's website www.centamin.com .
Mailing of the Notice, proxy forms for the 2020 Annual General
Meeting ("AGM") and related ancillary documentation to shareholders
will commence shortly.
2020 ANNUAL GENERAL MEETING
The AGM is to be held on 29 June 2020 at the Company's
registered office, 2 Mulcaster Street, St Helier, Jersey, at 11:00
am BST (UK time). The business to be considered by shareholders at
the AGM is set out in the Notice, which includes explanatory notes
on each of the Resolutions.
Given the unprecedented global situation with COVID-19,
regulators, governments and public health authorities have issued
varying directives which have impacted the timing and structure of
the AGM. In addition to adhering to the imposed restrictions and
guidance, Centamin has imposed further proactive measures to
safeguard the health and wellbeing of our workforce, stakeholders
and communities.
In accordance with social distancing measures and government
restrictions on gatherings of no more than two people, outside of
your household, the AGM will be held with only the minimum number
of shareholders present as required to form a quorum under the
Company's Articles of Association, and whom will be officers or
employees of Centamin. To ensure safety, other shareholders will
not be able to gain access to the AGM on this occasion.
We ask that shareholders abide by the instructions to stay at
home and participate in the AGM by appointing a proxy to vote on
the Resolutions set out in the Notice as soon as possible.
Shareholders are strongly encouraged to appoint the chair of the
meeting as their proxy if they wish to participate in the meeting
and ensure their votes on the Resolutions are counted.
All Resolutions for consideration at the AGM will be voted on a
poll, rather than a show of hands, and all proxy votes cast will
count towards the poll votes. The Board would like to encourage all
shareholders to complete, sign and return the Proxy Form to our
Registrars as soon as possible and no later than 11.00am BST (UK
time) on 25 June 2020.
Despite these exceptional circumstances, shareholder engagement
is important to the Company and therefore all shareholders will
have the opportunity to listen to the formal business of the AGM
via conference call or webcast. Please find below the required
participation details:
Webcast link :
https://www.investis-live.com/centamin/5ec3f60427577e10009f093d/gtrd
Conference call
Dial-in telephone numbers:
United Kingdom +44 (0) 203 936 2999
United States +1 646 664 1960
South Africa +27 (0)87 550 8441
All other locations +44 (0) 203 936 2999
Participation access code : 394543
If a shareholder would like to ask a question about the formal
business of the AGM, please email your questions to
info@centamin.com by 11:00 am on Thursday, 25 June 2020 so they can
be addressed at the meeting.
The Board will continue to closely monitor the rapidly
developing situation with COVID-19, as well as the latest
government guidance, as to how it may affect the arrangements for
the AGM, which may have to change on short notice. If it becomes
necessary to change the arrangements for the AGM, information will
be found on the Company website and via a regulatory
announcement.
2019 ANNUAL REPORT AND ACCOUNTS
The Company published the audited annual results for the twelve
months ended 31 December 2019 on 18 May 2020, and a copy of the
announcement is available on the Company's website. These results,
together with the information in the below appendices, constitute
the information required in accordance with the FCA's Disclosure
Guidance and Transparency Rule 6.3.5R. Page references included
herein refer to page numbers in the 2019 Annual Report. This
announcement should be read in conjunction with, and is not a
substitute for reading, the 2019 Annual Report.
For more information, please visit the website www.centamin.com
or contact:
Centamin plc Buchanan
Alexandra Carse, Investor Relations Bobby Morse
+44 (0) 7700 713 738 Chris Judd
alexandra.carse@centamin.je Kelsey Traynor
+ 44 (0) 20 7466 5000
centamin@buchanan.uk.com
APPIX A - Principal Risks and Uncertainties
The Principal Risks and Uncertainties are set out in the table
below. A summary was also announced on 18 May 2020 and the Risk
Management and Principal Risk report is available on pages 66 to 81
of the 2019 Annual Report.
PRINCIPAL NATURE OF RISK MITIGATION COMPANY OBJECTIVE RISK APPETITE
RISK / STRATEGY
Strategic The Sukari Gold Mine Sukari Gold Mine: the At Sukari, the process Level: Informed
Risk currently project plant has been Risk appetite
Loss of constitutes Centamin's at Sukari has two designed with is at an acceptable
revenue main distinct sufficient level, with appropriate
due mineral resource and ore sources (open pit resilience and levels of mitigation
to single sole and redundancies in place to reduce
project mineral reserve, underground), the within the operating the likelihood
dependency near-term processing cycle. of significant
production and plant has two separate loss of revenue
revenue. Whilst flotation The exploration due to single
the resource base in circuits and two projects across project dependency.
West separate the business provide
Africa is growing, the power stations. Whilst a well-balanced
regional one project pipeline,
exploration is not project, the nature of with potential to
sufficient the add incremental
to support the design of the plant shareholder value
development provides by increasing
of a mining operation adequate mitigation production
at the and reduces across the Group.
time of reporting. We the relative
recognise likelihood of The regional
the COVID-19 pandemic dependence compared to exploration
may a single on the licence
impact this risk but layer plant design. portfolio
have The second in West Africa
covered this further circuit of the process continues.
on page plant A maiden reserve
20. has been fully is targeted for
operational 2021 at the Doropo
Until further for over two years, Project, with potential
production growth which revenue generation
beyond Sukari is shows the resilience in the future.
identified, of the
the potential impact project. In addition,
remains the
high and safeguarding plant is fed by both
the the open
project is paramount pit and underground
to the operation,
Company. The providing higher and
identification lower-grade
of significant ore to the processing
resources in plant.
Côte d'Ivoire and Operational activity
timeline and production
to build an operation is expected to
in the continue at
region has resulted in above nameplate
an capacity.
improving trend. Other mitigating
factors,
outside the single
project
at Sukari, include the
continued
focus on longer term
growth
and expansion through
exploration
and acquisition
targets both
inside and outside of
Egypt.
----------------------- ----------------------- ------------------------ ------------------------
Strategic Whilst Centamin Maintaining relations A key objective Level: Balanced
Risk retains control : with of the Company is Risk appetite
Sukari Gold over the project, the the onset of profit to is at an acceptable
Mine holding sharing maintain our social level, with appropriate
relationship company, SGM, is with EMRA last year, license to operate. levels of mitigation
with our jointly owned managing This is achieved in place.
partners by the Company's timing and quantum of through co-operation,
EMRA wholly owned payments, regular meetings
subsidiary, PGM and as well as applying and correspondence
EMRA with and interpreting with EMRA, as well
equal board certain provisions of as making sure that
representation the the terms and
from both parties. The Concession Agreement, conditions
board is important of the Concession
of SGM operates by way in maintaining a good Agreement governing
of relationship the mine are fully
simple majority. with EMRA. Future complied with.
Should a expenditure
dispute arise which and recovery of
cannot qualifying
otherwise be amicably capital expenditure
resolved, will also
arbitration or other need to be managed, to
proceedings be
may need to be appropriately cost
employed. recovered
by the Company.
The successful
management
of the Sukari Gold
Mine is
in part dependent on
maintaining
a good working
relationship
with EMRA. The Group
has regular
meetings with
officials from
EMRA and invests time
in liaising
with relevant ministry
and
other governmental
representatives.
----------------------- ----------------------- ------------------------ ------------------------
Strategic The Group's corporate Tax exposure: the To minimise the Level: Balanced
Risk structure Group engages complexity of the Simplification
Jurisdictional includes operational tax advisers to corporate structures of the structure
taxation activity provide local ensuring tax neutrality is ongoing; however,
exposure in Egypt and West advice at an within the holding the mitigation
Africa held operational level group entities. in place is at
through holding as well as corporate an acceptable
companies and structuring level and therefore
in Australia and the advice at a corporate operating within
United level. the parameters
Kingdom. Exposure to The Company has of our current
changing developed risk
cross jurisdictional a global tax strategy appetite.
tax legislation to take
could have an adverse account of the
effect required regulations
on the Company's relevant to Centamin.
ability to The
repatriate revenues. Company's strategy is
to ensure
A key milestone under taxes are paid at an
the operational
terms of the Sukari level and tax leakage
Concession is reduced
Agreement is the through the holding
entitlement structure.
to a further 15-year
exemption In respect to
from any taxes imposed extending the
by tax exemption, the
the Egyptian Board do
government on not foresee any issues
the revenues generated in
from the granting of this
the Sukari Gold Mine. approval
The in line with the
application by PGM and conditions
EMRA summarised in the
to extend the tax free adjacent
period paragraph and continue
for a further 15 years to
is monitor compliance to
due in April 2025, and allow
a condition the extension to be
to the renewal is that granted
there in the near future.
are no tax disputes
outstanding
from the initial
period as
well as certain
planned exploration
activities on the
concession
as agreed between the
parties.
----------------------- ----------------------- ------------------------ ------------------------
External The extent of the The Group is 100% The Company does Level: Balanced
Risk Company's exposed not currently hedge The strategy
Gold price financial performance to the gold price; against the price is aligned with
is due however, of gold or exposure the
in part to the price the cash costs of the to currencies. risk appetite
of gold, Sukari of the Company.
which the Company has Gold Mine remain low The Board does
no influence compared not take any
over. Revenues from with the industry unnecessary risks
gold sales norm. in relation
are in US dollars and to the price
Centamin of gold recognising
has exposure to costs that this risk
in other is outside the
currencies including Board's control
Egyptian influenced by
pounds, Australian external factors.
dollars
and sterling.
Centamin manages its
exposure
to gold price by
keeping operating
costs as low as
possible.
----------------------- ----------------------- ------------------------ ------------------------
External The Company's The Concession Maintain a detailed Level: Balanced
Risk operational Agreement with understanding of The Company operates
Political activities are EMRA and the Egyptian the political within acceptable
risk - Egypt primarily in government environment limits and the
Egypt, a country that was ratified into in which we operate operation has
has Egyptian as well as a continued to
been subject to civil Law no. 222 of 1994, constructive be unaffected
and which relationship with despite a number
military disturbance. further protects the government. The of major political
Future Company's Company undertakes events occurring
political and economic licence rights and to abide by the in Egypt. The
conditions sets the spirit and letter Company supports
in Egypt could change applicable tax regime of the Concession Egypt's development
with for Agreement as well of a modern mining
future governments a number of years. as local laws and code.
adopting This law regulations.
different policies received full
that may parliamentary
impact the development approval as required
and by Egyptian
ownership of mineral law.
resources.
Policy changes and
licensing
may also impact the
use of
explosives, tenure of
mineral
concessions, taxation,
royalties,
exchange rates,
environmental
protection, labour
relations,
repatriation of income
and
capital. Changes may
also
impact the ability
to import key supplies
and
export gold.
The potential for
serious
impact should be
balanced
against the Egyptian
government's
support of Centamin's
investment
and contribution to
both revenue
and development of the
mining
industry. New laws
have been
introduced to protect
and
therefore encourage
foreign
investment, which is a
positive
step for the country.
Law
no. 32 has been
confirmed
by Parliament,
although it
remains subject to a
challenge
in the Supreme Court.
The issuing of the new
mining
regulations in January
2020
provides further
optimism
for a healthy mining
industry
to prosper in Egypt.
----------------------- ----------------------- ------------------------ ------------------------
External The Company operates Policies have Maintain relationships Level: Balanced
Risk in Burkina developed over with all key The Company operates
Political Faso and Côte many years to stakeholders, within
risk - West d'Ivoire. encourage foreign including regional acceptable limits.
Africa There are no investment and the governments, landowners
assurances that development and local chiefs.
future political and of mining operations, The Company meets
economic which its environmental
conditions in these continues to be the and operational
countries focus commitments set
will not result in the of governments in out in the permits/
governments these regions. grants and local
adopting different Centamin actively laws/regulations.
policies monitors
in respect to foreign legal and political
development developments,
and ownership of engaging in dialogue
exploration with
and exploitation relevant government
licences. and legal
policymakers to
The worsening discuss all
political and key legal and
security situation in regulatory
Burkina developments.
Faso denotes a
downward trend
on the Company's
exposure
to political risk. In
Côte
d'Ivoire, the relative
stable
government and strong
exploration
results provide a
consistent
trend.
----------------------- ----------------------- ------------------------ ------------------------
External Centamin's finances, In order to mitigate To minimise exposure Level: Balanced
Risk and its this to litigation and The Company is
Litigation ability to operate in risk Centamin has (a) reduce the impact operating
Egypt, taken of actions by complying within its risk
may be adversely appropriate legal with all relevant appetite parameters
affected advice and laws and regulations and the mitigation
by current and any continues actively to and to defend and/ in place is at
future pursue or bring any actions an acceptable
litigation proceedings its legal rights with necessary to protect level.
and respect the Company's assets,
it is possible that to its existing cases rights and reputation.
further (its
litigation could be legal advisers believe
initiated that
against Centamin at Centamin will
any time. ultimately be
Centamin is currently successful in both of
involved these
in litigation that cases); and (b)
relates actively monitors
both to (a) the activity in both court
validity of and
its exploitation lease local media for signs
at of any
Sukari and (b) the legislative or similar
price at which it can developments
purchase that may threaten its
Diesel Fuel Oil. operations,
finances or prospects.
The
potential for serious
impact
should be balanced
against
Centamin's adherence
to local
laws and agreements;
the Egyptian
government's support
of Centamin's
investment; Law no. 32
of
2014 that should
protect Centamin
against litigation by
third
parties; and the fact
that
Egypt and Australia
(PGM's
place of
incorporation) have
in place a bilateral
investment
treaty.
----------------------- ----------------------- ------------------------ ------------------------
Operational Time and costs of The exploration for To ensure a progressive Level: High
Risk brownfields precious pipeline of The Company operates
Failure exploration activity metal may not be greenfield and its exploration
to achieve are recognised successful advance-stage programmes within
exploration as exploration and and is highly exploration projects acceptable risk
development evaluation speculative to serve the next appetite parameters,
success assets ("E&E assets") in nature. Before stage of growth with a results-driven
on the undertaking for the Company. approach to future
statement of financial any exploration exploration and
position. projects, Ensure systematic an opportunistic
E&E assets continue to a full risk assessment exploration programmes mind set when
be in are carried out evaluating new
carried on the balance undertaken covering with costs attributed ground or projects.
sheet country to licence areas
where there is ongoing risk, industry risks and prospects so
planned as well that they can be
activity and the right as a detailed assessed for
of technical review impairment.
tenure is current. of the underlying
geological
There can be no data available.
guarantee Management
that an exploration implements systematic
project drilling
progresses to an programmes across its
economic exploration
resource and therefore projects, with costs
there aggregated
remains a risk that appropriately to
E&E assets licence areas
are partially or fully and prospects.
impaired
during a financial Commitments associated
period with
where either a licence renewals may
decision is require
made to discontinue a further negotiation
project with governments
or no further activity to either renew or
is extend
scheduled. existing permits that
may
be
subject to expiry.
----------------------- ----------------------- ------------------------ ------------------------
Operational Mineral resource and Management has To achieve reliable Level: Informed
Risk reserve implemented and consistent The Company operates
Reserve figures are prepared processes to production, within acceptable
and by Centamin continuously whilst optimising risk appetite
Resource personnel and reviewed monitor and evaluate the potential of parameters.
estimate by the current the operation. The
externally appointed life of the Sukari Company provides Details of the
independent Gold Mine, timely and accurate Reserve and Resource
geologists. By their mine plans and information to the estimates as
nature, production market on production at 18 July 2019
mineral resources and targets. The most levels and forecasts. are set out in
reserves recent technical the supplementary
are estimates based on report was completed information to
a range in Form the Annual Report
of assumptions, 43-101 dated 23 and explained
including October 2015 further in the
geological, and is available at Operational Review.
metallurgical, www.sedar.com.
technical and economic The latest updated
factors. reserve
Other variables and resource statement
include expected for
costs, inflation Sukari was announced
rates, gold on 18
price, grade May 2020 with an
downgrades and effective
production outputs. date of 18 July 2019.
There Preliminary
can be no guarantee resource statements
that the have been
anticipated tonnages provided for Doropo
or grades and the
expected by Centamin ABC Project in
will Côte d'Ivoire
be achieved both from as well as Konkera in
the Burkina
underground operation Faso.
or open
pit.
----------------------- ----------------------- ------------------------ ------------------------
Operational Centamin prepares The realisation of To achieve reliable Level: Informed
Risk annual estimates production and consistent The Company operates
Failure for future gold estimates are production, whilst within acceptable
to achieve production dependent on, optimising the risk appetite
production from the Sukari Gold amongst other things: potential parameters.
estimates Mine. the of the operation.
There can be no accuracy of mineral The Company provides
assurance reserve timely and accurate
that Centamin and resource information to the
will achieve its estimates; the market on production
production accuracy of levels and forecasts.
estimates and such assumptions regarding
failure ore
could have a material grades and recovery
and rates;
adverse effect on the ore tonnes and
Centamin's grade mined
future cash flows, from the underground
profitability, operation
results of operations which are outside the
and current
financial condition. reserve base; ground
It should conditions;
be specifically noted skilled and motivated
that labour
the potential quantity force; processing
and capacity
grade from the Sukari and maintenance
underground policies;
mine is conceptual in and logistics for
nature, consumables
that there has been and parts.
insufficient
exploration to define
a mineral
resource and that it
is uncertain
if further exploration
will
result in the target
being
delineated as a
mineral resource.
The Board recognises
that
whilst operational
performance
stabilised in 2019,
the period
in Q3 2019 was
challenging,
with an improving
production
profile across Q4 2019
that
helped ensure delivery
of
production at slightly
below
the lower end of
guidance
in 2019.
Further we recognise
the potential
impact of COVID-19
which we
have addressed on page
20
as of the time of
publishing
there was no
additional concerns.
----------------------- ----------------------- ------------------------ ------------------------
Appendix B - Related Party Transactions
Details were announced on 18 May 2020 and the information can
also be found on page 211 to 214 in note 6.1 of the financial
statements in the 2019 Annual Report.
Appendix C - Directors' Responsibility Statement
Details can be found on page 166 of the 2019 Annual Report
Directors' responsibilities in respect of the annual report and
financial statements
The Directors are responsible for preparing the Annual report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group financial statements in accordance with
IFRS as adopted by the European Union. Under company law the
Directors must not approve the Group financial statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the Group and of the profit or loss of the Group for
that period. In preparing the financial statements, the Directors
are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRS as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements;
-- make judgments and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue
in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the
financial statements and the Directors' remuneration report comply
with the Companies (Jersey) Law, 1991.
The Directors are also responsible for safeguarding the assets
of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company's website. Legislation in the United Kingdom and
Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and financial
statements, taken as a whole, are fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group's position and performance, business model and
strategy.
The Directors have undertaken a robust assessment of the
principal risks impacting the Company. The assessment identified
strategic and operational risks at a corporate level and principal
risks impacting our operations in Egypt and West Africa. Details of
the risk assessment can be found in the audit and risk committee
report on pages 136 and 138 and the risk management and principal
risks section of the strategic report on pages 66 to 81.
The Board receives written assurances from the CFO and Senior
Management that to the best of their knowledge and belief, the
Group's financial position presents a true and fair view and that
the financial statements are founded on a sound system of risk
management, internal compliance and control. Further, they confirm
that the Group's risk management and internal compliance is
operating efficiently and effectively. The Board recognises that
internal control assurances from the CFO and Senior Management can
only be reasonable rather than absolute, and therefore they are not
and cannot be designed to detect all weaknesses in control
procedures.
The financial statements have been audited by
PricewaterhouseCoopers LLP, independent auditor, who was given
unrestricted access to all financial records and related
information, including minutes of all shareholder, Board and
committee meetings.
The financial statements were authorised by the Board of
Directors for issue and signed on their behalf by Ross Jerrard
(CFO) and Darren Le Masurier (Company Secretary) on 18 May
2020.
Each of the Directors, whose names and functions are listed in
the governance report, confirm that, to the best of their
knowledge:
-- the Group financial statements, which have been prepared in
accordance with IFRS as adopted by the European Union, give a true
and fair view of the assets, liabilities, financial position and
profit of the Group; and
-- the strategic and governance report includes a fair review of
the development and performance of the business and the position of
the Group, together with a description of the principal risks and
uncertainties that it faces.
In the case of each Director in office at the date the
governance report is approved:
-- so far as the Director is aware, there is no relevant audit
information of which the Group's auditor is unaware; and
-- they have taken all the steps that they ought to have taken
as a Director in order to make themselves aware of any relevant
audit information and to establish that the Group's auditor is
aware of that information.
On behalf of the Board:
Ross Jerrard Darren Le Masurier
Chief Financial Officer Company Secretary
Director On behalf of the Board
18 May 2020 18 May 2020
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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