Further re Interim Results
April 20 2007 - 1:04PM
UK Regulatory
RNS Number:2918V
Nufcor Uranium Limited
20 April 2007
NUFCOR URANIUM LIMITED ("NUFCOR URANIUM" or "THE COMPANY")
FURTHER RE INTERIM RESULTS: EQUITY-SETTLED SHARE OPTION
Further to Nufcor Uranium's Interim Results, which were published on 22 March
2007, the Company has today published additional information which was not
disclosed in the Interim Results press release. This information will be set out
in full in the Company's Interim Report, which is due to be sent out to
shareholders shortly, but is also summarised below.
This additional information has no impact on the Company's undiluted Net Asset
Value or Income Statement.
Background
As set out in its Admission Document, the Company has issued the Custodian an
option over shares representing 7.5% of the Company's issued ordinary share
capital. The option was granted to reward the Custodian for its services in
relation to the Company issuing shares and obtaining admission to AIM.
The grant of the option was conditional only upon the Company's admission to AIM
and vested on the date of admission. The option may be exercised at any time (or
times) during the period commencing on 21st July 2008 and ending on 21st July
2011. The exercise price of the option is fixed at GBP 2.05 per share.
Revised Statement of Changes in Equity and Additional Disclosures
As the effect of the above option arrangement was not reflected in the Company's
Interim Results announcement, the revised Statement of Changes in Equity is set
out below, together with the additional disclosures that are included in the
Notes to the Financial Statements.
Certain additional disclosures are also included in the Related Party
Transactions note which is reproduced in full below.
Statement of changes in equity
For the period ended 31st December 2006
Ordinary Share Retained Total
shares premium earnings
US$ US$ US$ US$
Balance at 28th June 2006 - - - -
Issue of shares 330,000 119,708,153 - 120,038,153
Loss for the period - - (572,855) (572,855)
Fair value of
equity-settled - 2,215,868 - 2,215,868
share-option
granted
Formation and listing
expense recognised directly
in equity in relation to
equity-settled share-option
granted - (2,215,868) - (2,215,868)
Formation and listing
expenses recognised
directly - (5,643,025) - (5,643,025)
in equity
-------- --------- -------- --------
Balance at 31st December
2006 330,000 114,065,128 (572,855) 113,822,273
======== ========= ======== ========
Share-based payments
The Company has applied the requirements of IFRS 2, Share-based Payments.
The Company issues equity-settled share-based payments. Equity-settled
share-based payments are measured at fair value at the date of grant. The fair
value determined at the grant date of the equity-settled share based payment is
deemed to be an incremental cost directly attributable to the issue of the
shares and as such is deducted from equity.
Fair value is measured by use of the Black-Scholes pricing model. The expected
life used in the model is based on management's best estimate and is adjusted
for the effects of non-transferability, exercise restrictions and behavioural
considerations.
Equity-settled share option
Options Weighted average
exercise price
US$
Outstanding at beginning of period - -
Granted during the period 2,475,000 3.79
Forfeited during the period - -
Exercised during the period - -
Expired during the period - -
Outstanding at the end of the period 2,475,000 3.79
Exercisable at the end of the period - -
The inputs into the Black-Scholes model are as follows:
Weighted average share price US$ 3.79
Weighted average exercise price US$ 3.79
Expected volatility 11.56%
Expected life 5 years
Risk free rate 4.84%
Expected dividends nil
Expected volatility was determined by calculating the historical volatility of
U3O8, the underlying asset in which the Company is invested, over the past 3
years. The expected life used in the model was based on management's expectation
that the option will be exercised at the end of the life of the option.
The Company recognised total expenses of US$ 2,215,868 related to equity-settled
share-based payment transactions during the period.
As the option was granted to reward the custodian for its services in relation
to the Company issuing shares and obtaining admission to AIM and was conditional
only upon admission to AIM, the expense has been recognised directly in equity
along with other admission expenses.
Diluted Net Asset Value ("NAV")
2006 Per Share
US$ US$
Weighted average number of ordinary shares for the
purposes of diluted NAV (see Note 8 below) 33,565,350
===========
Diluted NAV per financial statements 113,822,273 3.39
Market value adjustment for U3O8 holdings 57,234,000 1.71
----------- ---------
Diluted NAV 171,056,273 5.10
=========== =========
Converted to Sterling at US$ 1.9572 / GBP 1.00 GBP 2.61
=========
Earnings per share
28th June 2006
to
31st December 2006
US$
Earnings
Loss for the purposes of basic and diluted earnings per
share (572,855)
===========
28th June 2006
to
31st December 2006
Number of shares
Weighted average number of ordinary shares for the purposes
of basic earnings per share 33,000,000
Effect of dilutive potential ordinary shares:
share options 565,350
-----------
Weighted average number of ordinary shares for the purposes
of diluted earnings per share 33,565,350
===========
Basic loss per share US$ 0.017
===========
Diluted loss per share US$ 0.017
===========
Related party transactions
The following are related parties to the Company:
A C Pickford - Non-executive Director
W Scott - Non-executive Director
M S Travis - Non-executive Director
K H Williams - Non-executive Director
Nufcor International Limited - Custodian
Nufcor Capital Limited - Adviser
Blueprint Capital Management LLP ("Blueprint") - Adviser
On 21st July 2006, Nufcor International Limited, the Custodian, subscribed for
32,999,998 shares in the Company for the consideration of US$ 120,038,153. At
the same date the Company granted an option to the Custodian to acquire
2,475,000 shares in the Company at GBP 2.05 per share as further described in
Note 6. At 31st December 2006, the Custodian held 3,300,000 shares (10% of
issued shares) in the Company and the option to acquire a further 2,475,000
shares as described above.
During the period the Company purchased 2,100,000 lbs U3O8 from the Custodian
for the consideration of US$ 96,316,000. The purchases were contracted under
arms length terms.
Related party transactions (continued)
During the period the Company entered in an location swap agreement with Nuclear
Fuel Corporation of South Africa (Pty) Limited ("Nufcor SA"), a party related to
the Custodian, to swap 995,000 lbs U3O8 held by the Company at one facility in
exchange for an equal quantity of U3O8 held by Nufcor SA at a different
facility. The location swap was performed for mutual benefit and for no monetary
consideration. As at 31st December 2006, the Company had swapped 230,000 lbs
U3O8 under the agreement.
Mr K H Williams, a Director of the Company, is also a Director of the Custodian.
Nufcor Capital Limited is, in turn, a wholly owned subsidiary of the Custodian.
The Company has an Advisory Services Agreement with Blueprint, Nufcor Capital
Limited and the Custodian pursuant to which Blueprint advises on regulated
investment activities, and Nufcor Capital Limited provides market information to
the Board and, on the instruction of the Board, identifies opportunities to
acquire, sell and lend Uranium.
Blueprint provides advisory services to the Company pending receipt by Nufcor
Capital Limited of authorisation to undertake regulated activities from the
United Kingdom Financial Service Authority. The Company pays Blueprint a
monthly fee in arrears equal to one twelfth of 1% of the total of the Uranium
owned by the Company. Advisory fees charged in the period totalled US$ 586,953
and the sum of US$ 138,000 was outstanding as at 31st December 2006.
Non-executive Directors are entitled to fees totalling GBP 110,000 per annum.
The highest paid non-executive Director receives a fee of GBP 40,000 per annum.
Mr A C Pickford, a Director of the Company, is Chairman of Mercator Trust
Company Limited ("Mercator"), the Company's administrator. Mercator was entitled
to a fixed establishment fee of GBP 10,000 and to a fixed annual administration
fee of GBP 35,000 during the period. Fees totalling US$ 56,754 were charged in
the period, and the sum of US$ 19,892 was outstanding as at 31st December 2006.
Mr A C Pickford holds 12,195 shares (0.04%) in the Company.
For further information, please contact:
Smithfield +44 20 7360 4900
Rupert Trefgarne
This information is provided by RNS
The company news service from the London Stock Exchange
END
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