Final Results

BISICHI MINING PLC Results for the year ended 31 December 2009 STRONG PERFORMANCE IN 2009 * Profit before tax of Â£5 million (2008: Â£2.1 million) & trading profit before tax of Â£4.7 million (2008: Â£6 million) attributable to ongoing success of open cast mining at Black Wattle Colliery * All remaining open cast mining permissions required for future mining at Black Wattle granted in February 2010 * Black Wattle washing plant capacity increased to 170,000 metric tonnes per month (2008: 130,000 metric tonnes per month) allowing buy-in of high quality coal from nearby reserves * Third rail line installed at Black Wattle's railway siding * Approximately Â£7 million cash in hand and no net debt at year end; new borrowing facilities secured in UK and South Africa * UK investment property portfolio re-valued upwards and no reduction in rental income in 2009 * Final Dividend of 3p per share, combined with Interim Dividend of 1p, amounts to year on year increase of 14% Commenting on the results, Michael Heller, chairman of Bisichi Mining PLC said: "As I reported at the time of the half year results, the second half of 2009 was a much more challenging environment than the first half. This was principally due to the strengthening of the South African Rand against the US Dollar and the reduction in coal prices in all of the group's markets. 2010 looks to be another very challenging year, as the Rand continues to be strong against the US Dollar. In order to address this situation and mitigate the consequences, the Bisichi management has taken several steps outlined above that are focussed on increasing production." END For further information, please call: Andrew Heller, Bisichi Mining PLC 020 7415 5030 Christopher Joll, BLJ Financial 07721 330730 Chairman Statement I am very pleased to be able to inform shareholders that Bisichi Mining made a profit before tax in 2009 of Â£5million (2008: Â£2.1million) and a trading profit before tax of Â£4.7million (2008: Â£6million). In a year when international coal prices continued to fall, to a significant extent this profit was attributable to the continued success of our opencast mining operations at Black Wattle Colliery in South Africa and the protection from the lower coal price arising from our fixed price export contract, which provided the group with prices above market rates for most of 2009. As a result of the last two years' profitability, Bisichi's financial position has never been stronger with, at the year end, just under Â£7million in cash and no net debt. As I reported at the time of the half year results, the second half of 2009 was a much more challenging environment than the first half. This was principally due to the strengthening of the South African Rand against the US Dollar and the reduction in coal prices in all of the group's markets. 2010 looks to be another very challenging year, as the Rand continues to be strong against the US Dollar. In order to address this situation and mitigate the consequences, the Bisichi management has taken several steps that are focussed on increasing production, including: * Increasing the capacity of the washing plant from 130,000 to 170,000 metric tonnes per month as well as increasing the flexibility of the product mix produced by the washing plant so that we can sell our output into different markets; * Expanding the rail siding by installing a third rail line; and * Buying-in high quality coal from nearby reserves. At the same time, I can report that all of Black Wattle's remaining opencast permissions were granted in February 2010. This is very important news as it gives us the ability to increase further our own opencast production. The benefits of this increased production will come through in the second half of 2010. In terms of markets, the physical demand for our product remains strong both domestically and internationally. On the important subject of health and safety, I am very pleased to report that we had our best year ever. A more detailed report on health and safety is included in the Mining Review. Bisichi's UK retail property portfolio, managed by London & Associated Properties PLC, continues to perform in line with the market. After the significant downward revaluation in the previous couple of years, I am pleased to report that the external property revaluations at the year end increased marginally and most importantly there has been no reduction in rental income. In terms of our borrowing facilities, I am pleased to report that new borrowing facilities have been signed in both our UK and South African operations. In the UK a new term loan and overdraft facility has been signed. These facilities, secured against the group's UK retail property portfolio, will expire in December 2012. In South Africa a new structured trade finance facility was signed in March 2010 to cover working capital and guarantee requirements at Black Wattle. These facilities are secured against the current assets held in the group's South African operations. Finally, your Board has decided to declare a final dividend of 3p. This will be paid to shareholders on 9 August 2010 who were on the share register at the close of business on 2 July 2010. This dividend, combined with the interim dividend of 1p, represents an increase of 14% on the prior year and is an indication of the Board's confidence in the current and future prospects of your business. On behalf of your Board, I would like to thank all of our staff who contributed to these results. Michael Heller Chairman 16 April 2010 MINING REVIEW As noted in the Chairman's statement, 2009 was another very good year for Bisichi. Black Wattle our direct mining subsidiary, continued to mine opencast. This together with our fixed price export contract, contributed strongly to Black Wattle's profitability. Although 2010 has brought its challenges, with the strong South African Rand and lower market prices, we will continue to see the benefit of Black Wattle's opencast and expanded washing plant operation, in our increased cost competitiveness. Production Production at Black Wattle continued strongly in 2009 with total run of mine production of 1.33 million metric tonnes for the year (2008: 1.31 million metric tonnes). As noted in the Chairman's statement, Black Wattle's remaining opencast permissions were granted in February 2010. This represents an important landmark in the mine's development and, going forward, gives Black Wattle the ability to mine strategically and more flexibly its remaining reserves. During 2009, Black Wattle started buying in high quality coal from nearby reserves. These buy-in coal opportunities are increasing in number and give Black Wattle the opportunity to blend purchased coal with our own opencast coal thereby increasing overall production and extending the life of mine. Black Wattle will be looking at taking further advantage of these opportunities in 2010. We are pleased to report that the expansion of the washing plant was completed in 2009. The benefits of this expansion include the following: * Increased washing plant capacity from 130,000 to 170,000 metric tonnes per month. * An ability to wash a larger variety of products to the qualities required by the market. * Improved yields through washing each product size fraction at its ideal parameters. Markets 2009 saw coal prices tumble after one of the most volatile periods in decades in the international coal market. At the peak, in August 2008, the average weekly price of Free on Board (FOB) Coal from Richards Bay Coal Terminal (API4) stood at over US$160.00 per metric tonne. By the beginning of 2009, the API4 price had fallen to US$75.00 per metric tonne and reached a low of just below US$60.00 per metric tonne by the end of the first half of 2009. At the same time, the South African Rand appreciated by over 21% against the US Dollar. Fortunately, the bulk of our export volumes were protected from this collapse in coal price by our fixed price export contract, which came to an end in the last quarter 2009. In October 2009, we took advantage of the higher forward prices offered on the market and secured a new three year fixed price export contract for 300,000 metric tonnes per annum. The downturn in international coal prices began to reflect in domestic prices in the second half of 2009 and resulted in a reduction in prices in all our domestic steam coal markets. Our ability to diversify further our product as a result of our expanded washing plant will give us the opportunity to look at new markets for our product. Throughout 2010 we will aim to sell to markets which give the highest return. In 2009, we completed an upgrade to our siding by installing a third rail line. This additional capacity will be utilised to meet the increased production for both our export and domestic rail markets. Health, Safety & Environment (HSE) Black Wattle is committed to creating a safe and healthy working environment for its employees and the health and safety of our employees is of the utmost importance. In addition to the required personnel appointments and assignment of direct health and safety responsibilities on the mine, a system of Hazard Identification and Risk Assessments has been designed, implemented and maintained at Black Wattle. Health and Safety training is conducted on an ongoing basis. Supervisors and about 85 percent of employees to date have received training in hazard identification and risk assessment in their work areas. A medical surveillance system is also in place which provides management with information used in determining measures to eliminate, control and minimise employee health risks and hazards and all Occupational Health hazards are monitored on an ongoing basis. Various systems to enhance the current HSE strategy have been introduced as follows: * In order to improve hazard identification before the commencing of tasks, mini risk assessment booklets have been distributed to all mine employees and long term contractors on the mine. * In order to improve the current reporting practice of incidents on the mine, initial reporting of incidents booklets were handed out to all employees and contractors. * In order to capture and record investigation findings from incidents, an incident recording sheet was introduced to line management and contractors. * Hazard Identification and Risk Assessment training was given to all levels of employees, line management, Head of Departments, contractor representatives and contractor employees. * A HSE "contractor pack" was introduced for all contractors working on Black Wattle. * A weekly labour return form was introduced for all contractors. * A Plan, Do, Review system for all Heads of Department was introduced to encourage managers to take ownership of HSE matters. * In order to control jobs effectively over weekends that require additional risk assessments to safely perform tasks, a weekend work register was introduced on the mine. HSE performance in 2009: * Black Wattle had a 70 percent reduction in the Lost Time Injury Frequency Rate compared to 2008. * No new cases of Occupational Diseases Certified were recorded. * Zero cases for the Compensation for Occupational Diseases were submitted. * Zero machines operating at Black Wattle exceeded the regulatory level of 110dB. Environment Management Programme Under the terms of the mine's Environmental Management Programme approved by the DMR, Black Wattle undertakes a host of environmental protection activities to ensure that the approved Environmental Management Plan is fully implemented. In addition to these routine activities, Black Wattle regularly carries out environmental monitoring activities on and around the mine, including evaluation of ground water quality, air quality, noise and lighting levels, ground vibrations, air blast monitoring, and assessment of visual impacts. Black Wattle Colliery has improved its water management tremendously by erecting a new pollution control dam as well as upgrading existing dams in consultation with the Department of Water Affairs and Forestry. An area of 26 hectares at the opencast was also rehabilitated. Black Wattle Colliery Social and Labour Plan progress (SLP) Black Wattle Colliery is committed to true transformation and empowerment within the company as well as poverty eradication within the surrounding and labour providing communities. Black Wattle is committed to providing opportunities for the sustainable socio-economic development of the company's stakeholders: * Employees and their families, through Skills Development, Education Development, Human Resource Development, Empowerment and Progression Programmes. * Surrounding and Labour sending communities, through Local Economic Development, Rural and Community Development, Housing and Living Condition, Enterprise Development and Procurement programmes. * Empowerment partners, through Broad-Based Black Economic Empowerment (BBBEE) and Joint Ventures with Historically Disadvantaged South African (HDSA) new mining entrants and enterprises. * The Company, through ongoing consultation with stakeholders to develop strong company-employee relationships, strong company-community relationships and strong company-HDSA enterprise relationships. The key focus areas in terms of the detailed SLP programmes were updated as follows: * New implementation action plans, projects, targets and budgets were established through regular workshops with all stakeholders. * A comprehensive desktop socio-economic assessment was undertaken on baseline data of the Steve Tshwete Local Municipality (STLM) and Nkangala District Municipality (NDM). * The current Black Wattle Colliery Local Economic Development (LED) programmes were upgraded, and new LED projects were selected in consultation with the key stakeholders from the STLM. * An appropriate forum was established on the mine and a process initiated for the consultation, empowerment and participation of the employee representatives in the Black Wattle Colliery SLP process. Procurement In compliance with the Mining Charter and the Mineral and Petroleum Resource Development Act, Black Wattle has implemented a BEE-focussed procurement policy which strongly encourages our suppliers to establish and maintain BEE credentials. At present, BEE companies provide approximately 68 percent of Black Wattle's equipment and services. We closely monitor our monthly expenditure and welcome potential BEE suppliers to compete for equipment and service contracts at Black Wattle. Black Wattle also sells much of its coal products to empowered companies as evidenced by our long term sales agreement with a BEE company for the purchase of our discard product which is then sold to the national power utility Eskom. Employment Equity Black Wattle is committed to achieving the goals of the Employment Equity Act and is pleased to report the following: * Black Wattle Colliery has exceeded the 10 percent women in management and core mining target. * Black Wattle Colliery has achieved 17.4 percent women in middle to top management. * Black Wattle Colliery has achieved 17.3 percent women in core mining. * 93 percent of the women at Black Wattle Colliery are HDSA females. * Black Wattle Colliery has achieved a 43.5 percent participation level of HDSA's in overall management. Prospects With the timely expansion of our washing plant, the approval of all remaining opencast permissions and the commencement of buy-in coal, the group's position to manage Black Wattle's productivity and markets has never been stronger. Developing mines can struggle because of lack of finance, rail capacity and markets whereas our profitability over the last two years is a direct result of having a fully operational mine with existing infrastructure and markets in place. Going forward, I am confident that 2010 should be another successful year for our South African operations. Andrew Heller Managing Director 16 April 2010 BUSINESS REVIEW Review of the group's development and performance The Chairman's Statement and the Mining Review on the preceding pages 2 to 12 give a comprehensive review and assessment of the group's activities during the past year and prospects for the forthcoming year. Risk Coal price risk: The group's mining operations earnings are largely dependent on movements in the coal price. It does have the flexibility in terms of markets where it can sell its coal domestically (to local industrial consumers and the power industry) or to export to various international markets. Coal washing: The group's mining operation's earnings are highly sensitive to coal washing, therefore a stoppage or disruption to the process could significantly impact earnings. However, there is scope to raise earnings substantially if the yield from the washing process is improved even marginally. Mining risk: Attached to mining there are inherent health and safety risks. Any such safety incidents disrupt operations, and can slow or even stop production. The group has a comprehensive Health and Safety programme in place to mitigate this. There is scope to increase production by buying in coal to compensate for disruptions in production. As with many mining operations, the reserve that is mined has the risk of not having the qualities expected from geological analysis. Currency risk: The group's South African operations are sensitive to currency movements, especially those between the South African Rand, US Dollar and British Pound. New reserves and mining permissions: The acquisition of additional reserves, permissions to mine and new mining opportunities in South Africa generally are contingent on a number of factors outside of the group's control, e.g. approval by the Department of Mineral Resources. Regulatory risk: The group's South African operations are subject to the government Mining Charter and scorecard which primarily seeks to: * Promote equitable access to South Africa's mineral resources for all people in South Africa; * Expand opportunities for historically disadvantaged South Africans (HDSA's), including women, to enter the mining and minerals industry and benefit from the extraction and processing of the country's resources; * Utilise the existing skills base for the empowerment of HDSA's; * Expand the skills base of HDSA's in order to serve the community; * Promote employment and the social and economic welfare of mining communities and areas supplying mining labour; and * Promote beneficiation of South Africa's mineral commodities beyond mining and processing, including the production of consumer goods. The group continues to make good progress towards meeting the Charter requirements. However any regulatory changes to these, or failure to meet existing targets, could adversely affect the mine's ability to retain its mining rights in South Africa. Transport risk: At present the government owned Transnet Freight Rail (TFR) is the sole rail freight provider for coal in South Africa. The group's South African operations are therefore reliant on TFR for delivery of its export quality coal directly or indirectly via the Southern African ports to its end customers. Power supply risk: The current utility provider for power supply in South Africa is the government run Eskom. Eskom has recently undergone capacity problems resulting in power cuts and lack of provision of power supply to new projects. The group's mining operations have to date not been affected by power cuts. Flooding risk: The group's mining operations are susceptible to seasonal flooding which could disrupt production. Management monitors water levels on an ongoing basis and various projects have been completed, including the construction of additional dams, to mitigate this risk. Environmental risk: The group's South African mining operations are required to adhere to local environmental regulations. Details of the groups Environment Management Programme is disclosed in the Mining review on page 10. Health & Safety risk: The group's South African mining operations are required to adhere to local Health and Safety regulations. Details of the groups Health and Safety Programme is disclosed in the Mining Review on page 6. Labour risk: The group's underground mining operations and coal washing plant facility are labour intensive and unionised. Any labour disputes, strikes or wage negotiations may disrupt production and impact earnings. We seek to balance the high risk of our mining operations with a dependable cash flow from our UK property investment operations. Fluctuations in property values, which are reflected in the Consolidated Income Statement and Balance Sheet, are dependent on an annual valuation of commercial properties. A fall in UK commercial property in recent years has had a marked effect in profitability and the net asset value of the group. However, due to the long term nature of the leases, the effect on cash flows from property investment activities will remain stable as long as tenants remain in operation. Future development The group seeks to expand its operations in South Africa through the acquisition of additional coal reserves. Environment and employment The group's UK activities are principally property investment whereby we provide premises which are rented to retail businesses. We seek to provide those tenants with good quality premises from which they can operate in an efficient and environmentally sound manner. Our South African mining operations are regulated by and are operated in compliance with all relevant prevailing national and local legislation. Employment terms and conditions provided to mining staff meet or exceed the national average. Financial Position The group continues to strengthen its asset base with strong cash generation from its South African mining operations backed by UK retail property. The group is pleased to report it has signed new borrowing facilities in both its UK and South African operations. In the UK, a term loan facility of Â£5million and an overdraft facility of Â£ 2million were signed in March 2010 with Royal Bank of Scotland. This facility will expire in December 2012 and is secured against the groups UK retail property portfolio. The property portfolio was externally valued at 31 December 2009 and the value of UK investment properties attributable to the group at year end was Â£11.9million (2008: Â£11.8million). In South Africa, a structured trade finance facility of R60million (South African Rand) was signed in March 2010 with Absa Bank Limited, a South African subsidiary of Barclays Bank PLC. This facility comprises of a R40million revolving loan to cover the working capital requirements of the group's South African operations, and a R20million loan facility to cover Guarantee requirements related to the group's South African mining operations. The R60million facility is renewed annually and is secured against inventory, debtors and cash that are held in the group's South African operations. The group's cash and cash equivalents (excluding bank overdrafts) increased by Â£3.2million during the year and at year end were Â£6.6million (2008: Â£ 3.4million). The net assets of the group increased by Â£3.7million during the year and as at year end were Â£19.3million (2008: Â£15.6million). Further details on the group's financial position are stated in the Consolidated Balance Sheet on page 32. Cashflow The group's cashflow position strengthened significantly during the year with cash and cash equivalents (including bank overdrafts) increasing by Â£5.1million to Â£5.0million at 31 December 2009. This can mainly be attributable to strong cash generation from the group's South African mining operations. Further details on the group's cashflow position are stated in the Consolidated Cashflow Statement on page 34. Cash and cash equivalents as per the Cashflow Statement comprise Cash and cash equivalents as presented in the balance sheet and bank overdrafts (secured). Performance indicators The Key Performance Indicators for our South African mining activities are * Profit before Tax (PBT); * Earnings before Interest, Tax, Depreciation, and Amortisation (EBITDA); and * Cashflows from operating, investing and financing activities. The Key Performance Indicator for our UK property investment operations is the Net Property Valuation as shown in note 10. MANAGEMENT TEAM Michael Heller Chairman Bisichi Mining PLC Andrew Heller Managing Director Bisichi Mining PLC, Managing Director Black Wattle Colliery Robert Corry Chairman Black Wattle Colliery Robert Grobler Director of Mining Bisichi Mining PLC, Director Black Wattle Colliery Christopher Joll Senior Independent Director, Chairman Audit and Remuneration Committees David Nkosi Director Black Wattle Colliery Luis Pinel General Manager Black Wattle Colliery Garrett Casey Director Black Wattle Colliery, Group Finance Manager Bisichi Mining PLC DIRECTORS & ADVISORS *Michael A Heller MA, FCA (Chairman) Andrew R Heller MA, ACA (Managing Director) Robert Grobler Pr Cert Eng (Director of mining) O+Christopher A Joll MA (Non-executive) Christopher Joll was appointed a Director on 1 February 2001. He holds a number of non-executive directorships of un-quoted companies. He is chairman of BLJ Financial Limited, a financial public relations consultancy. OJohn A Sibbald BL (Non-executive) John Sibbald has been a Director since 1988. After qualifying as a Chartered Accountant he spent over 20 years in stockbroking, specialising in mining and international investment. *Member of the nomination committee + Senior independent director O Member of the audit, remuneration and nomination committees. Secretary & Registered office Michael C Stevens FCA 30-35 Pall Mall London SW1Y 5LP Black Wattle Colliery Directors Robert Corry (Chairman) Andrew Heller (Managing Director) Robert Grobler David Nkosi Garrett Casey Director of Property Mike J Dignan FRICS Auditors PKF (UK) LLP Principal bankers United Kingdom Barclays Bank PLC National Westminster Bank PLC South Africa Absa Bank (SA) First National Bank (SA) Standard Bank (SA) Corporate solicitors United Kingdom Olswang LLP, London Pinsent Masons LLP,London South Africa Leppan Beech Incorporated, Johannesburg Routledge Modise in association with Eversheds, Johannesburg Tugendhaft Wapnick Banchetti and Partners, Johannesburg Stockbrokers Numis Securities Registrars and transfer office Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield, West Yorkshire HD8 0LA Telephone 0871 664 0300 (Calls cost 10p per minute plus network extras or +44 208 639 3399 for overseas callers) Website: www.capitaregistrars.com Email: ssd@capitaregistrars.com Company registration No. 112155 (Incorporated in England and Wales) Website www.bisichi.co.uk E-mail admin@bisichi.co.uk FIVE YEAR FINANCIAL SUMMARY 2009 2008 2007 2006 2005 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Consolidated profit and loss account Revenue 29,016 25,979 16,693 13,239 13,485 Revenue Operating profit/(loss) 4,892 2,616 (191) 2,362 4,664 Profit /(Loss) before tax 5,003 2,117 (459) 2,172 4,206 Trading profit before tax 4,698 6,031 2,302 273 1,114 Revaluation profit/(loss) before 305 (3,914) (2,761) 1,899 3,092 tax Consolidated balance sheet Investment properties 11,865 11,773 14,725 17,270 15,625 Fixed asset investments 3,755 3,406 2,991 3,028 2,943 15,620 15,179 17,716 20,298 18,568 Current asset investments 510 627 770 700 629 16,130 15,806 18,486 20,998 19,197 Other assets less liabilities 3,170 (160) (3,127) (5,668) (4,578) Consolidated shareholders funds 19,300 15,646 15,359 15,330 14,619 Net assets per ordinary share 184.7p 149.7p 147.0p 146.7p 139.9p Dividend per share 4.00p 3.50p 3.0p 2.50p 2.25p FINANCIAL CALENDER 8 June 2010 Annual General Meeting 19 May 2010 First interim management statement 9 August 2010 Payment of final dividend for 2009 (if approved) Late August 2010 Announcement of half-year results to 30 June 2010 19 November 2010 Second interim management report Late April 2011 Announcement of results for the year ending 31 December 2010 DIRECTORS REPORT The directors submit their report together with the audited financial statements for the year ended 31 December 2009. Activities and review of business The company continues its mining activities. Income for the year was derived from sales of coal from its South African operations. The company also has a property investment portfolio for which it receives rental income. The results for the year and state of affairs of the group and the company at 31 December 2009 are shown on pages 31 to 54 and in the Mining Review and Business Review on pages 5 to 16. Future developments and prospects are also covered in the Mining Review. Over 99 per cent of staff are employed in the South African coal mining industry - employment matters and health and safety are dealt with in the Mining and Business reviews. Corporate responsibility Environment The environmental issues of the group's South African coal mining operations are covered in the Mining Report and Business Review on pages 5 to 16. The group's UK activities are principally property investment whereby premises are provided for rent to retail businesses. The group seeks to provide those tenants with good quality premises from which they can operate in an efficient and environmentally friendly manner. Wherever possible, improvements, repairs and replacements are made in an environmentally efficient manner and waste re-cycling arrangements are in place at all the company's locations. Employment The group's policy is to attract staff and motivate employees by offering competitive terms of employment. The group provides equal opportunities to all employees and prospective employees including those who are disabled. The Mining Review gives details of the group's activities and policies concerning the employment, training, health and safety and community support and social development concerning the group's employees in South Africa. Dividend An interim dividend for 2009 of 1p was paid on 15 January 2010 (No interim dividends were paid in previous years). The directors recommend the payment of a final dividend of 3p per share (2008: 3.5p) on the ordinary share capital for 2009. The dividend will be payable on Monday 9 August 2010 to shareholders registered at the close of business on 2 July 2010. Investment properties The investment property portfolio is stated at its open market value of Â£ 11,865,000, at 31 December 2009 (2008:Â£ 11,773,000) as valued by professional external valuers. Financial instruments Note 21 to the financial statements sets out the risks in respect of financial instruments. The Board reviews and agrees overall treasury policies, delegating appropriate authority to the managing director. Financial instruments are used to manage the financial risks facing the group - speculative transactions are not permitted. Treasury operations are reported at each Board meeting and are subject to weekly internal reporting. Directors The directors of the company for the whole year were M A Heller, A R Heller, C A Joll, R J Grobler, (a South African citizen), and J A Sibbald. T M Kearney was a director from 1 January until he resigned on 31 July 2009 . The directors retiring by rotation are M A Heller, C A Joll and J A Sibbald who offer themselves for re-election. Brief details of the directors standing for re-election are: Michael Heller has been an executive director since 1972 and chairman since 1981. He is a chartered accountant and has a contract of employment determinable at six months notice. Christopher Joll has been a director since 2001 and has a contract of service determinable at three months notice. He holds a number of non-executive directorships of un-quoted companies. He is chairman of BLJ Financial Limited, a financial public relations company, which provides services to the group. John Sibbald has been a non-executive director since 1988. He is a retired chartered accountant. For most of his career he was employed in stockbroking in the City of London where he specialised in mining and international investment. He has a contract of service determinable at three months notice. The board recommends each of them for re-appointment. No director had any material interest in any contract or arrangement with the company during the year other than as shown in this report. Directors' shareholdings The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, were as follows: Beneficial Non-beneficial 31.12.2009 1.1.2009 31.12.2009 1.1.2009 M A Heller 146,666 146,666 181,334 181,334 A R Heller 772,000 772,000 - - C A Joll 1,000 5,000 - - T M Kearney (to date of 57,500 57,500 - - resignation - 31 July 2009) J A Sibbald - - - - R J Grobler - - - - Changes in the above shareholdings since 31 December 2009 are a sale by C A Joll of 1,000 shares. Details of the options to subscribe for new ordinary shares of the company granted to the directors are contained under "Share option schemes" in the remuneration report on page 27. Substantial interests The following have advised that they have an interest in 3 per cent or more of the issued share capital of the company as at 16 April 2010: London & Associated Properties PLC - 4,355,752 shares representing 41.68 per cent of the issued capital (M A Heller is a director and shareholder of London & Associated Properties PLC). M A Heller - 328,000 shares representing 3.14 per cent of the issued capital. A R Heller - 772,000 share representing 7.39 per cent of the issued capital. Neil Kirton - 382,000 shares representing 3.65 per cent of the issued capital. Disclosure of information to auditors The directors in office at 31 December 2009 have confirmed that they are aware that there is no relevant audit information of which the auditors are unaware. Each of the directors has confirmed that they have taken all the steps they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor. Corporate governance The company has adopted the Guidance for Smaller Quoted Companies (SQCs) published by the Quoted Companies Alliance (QCA). The QCA provides guidance to companies outside the FTSE 350 index, referred to generally as SQCs. The QCA's guidance covers the implementation of the Combined Code on Corporate Governance for SQCs and the paragraphs below set out how the company has applied this guidance during the year. The company has complied with the QCA's guidance throughout the year, except insofar that non-executive directors are not appointed for fixed terms (section A.7.2). Principals of corporate governance The group's Board appreciates the value of good corporate governance not only in the areas of accountability and risk management, but also as a positive contribution to business prosperity. The Board endeavours to apply corporate governance principals in a sensible and pragmatic fashion having regard to the circumstances of the group's business. The key objective is to enhance and protect shareholder value. Board structure During the year the Board comprised the executive chairman, the managing director, two other executive directors, and two non-executive directors (one of the executive directors resigned on 31 July 2009). Their details appear on page 20. The Board is responsible to shareholders for the proper management of the group. A statement of directors' responsibilities in respect of the accounts is set out on page 29. The non-executive directors have a particular responsibility to ensure that the strategies proposed by the executive directors are fully considered. To enable the Board to discharge its duties, all directors have full and timely access to all relevant information and there is a procedure for all directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the group. The Board has a formal schedule of matters reserved to it and meets bi-monthly. It is responsible for overall group strategy, approval of major capital expenditure projects and consideration of significant financing matters. The following committees, which have written terms of reference, deal with specific aspects of the group's affairs: â€¢ The nomination committee is chaired by Christopher Joll and comprises the non-executive directors and the executive chairman. The committee is responsible for proposing candidates for appointment to the Board, having regard to the balance and structure of the Board. In appropriate cases recruitment consultants are used to assist the process. All Directors are subject to re-election at least every three years. â€¢ The remuneration committee is responsible for making recommendations to the Board on the company's framework of executive remuneration and its cost. The committee determines the contract terms, remuneration and other benefits for each of the executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the non-executive directors. The committee comprises the non-executive directors. It is chaired by Christopher Joll. The executive chairman is normally invited to attend meetings. The report on directors' remuneration is set out on pages 26 and 27. â€¢ The audit committee comprises the two non-executive directors and is chaired by Christopher Joll. Its prime tasks are to review the scope of external audit, to receive regular reports from the Company's auditors, PKF (UK) LLP, and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgment and estimation. The committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders The committee acts as a forum for discussion of internal control issues and contributes to the Board's review of the effectiveness of the group's internal control and risk management systems and processes. The committee also considers the need for an internal audit function. It advises the board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. The committee, which meets formally at least twice a year, provides a forum for reporting by the group's external auditors. Meetings are also attended, by invitation, by the managing director and director of finance. The audit committee also undertakes a formal assessment of the auditors' independence each year which includes: â€¢ a review of non-audit services provided to the group and related fees; â€¢ discussion with the auditors of a written report detailing all relationships with the company and any other parties that could affect independence or the perception of independence; â€¢ a review of the auditors' own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and â€¢ obtaining written confirmation from the auditors that, in their professional judgement, they are independent. The audit committee report is set out on page 28. An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in note 4 to the financial statements. Performance evaluation - board, board committees and directors The performance of the board as a whole and of its committees and the non-executive directors is assessed by the chairman and the managing director and is discussed with the senior independent director. Their recommendations are discussed at the nomination committee prior to proposals for re-election being recommended to the board. The performance of executive directors is discussed and assessed by the remuneration committee. The senior independent director meets regularly with the chairman and both the executive and non-executive directors individually outside of formal meetings. The directors will take outside advice in reviewing performance but have not found this necessary to date. Independent Directors The senior independent non-executive director is Christopher Joll. The other independent non-executive director is John Sibbald. Christopher Joll is a minority shareholder and director of BLJ Financial Limited, a company which provides financial public relations services to the company on an ad hoc basis in relation to specific transactions. As a consequence he does not meet the criteria for independence set out in the Combined Code for Corporate Governance. John Sibbald has been a non-executive director of Bisichi for over twenty years - the maximum set out in the Combined Code criteria for independence is nine years. For this reason he does not meet the criteria for independence. The Board considers that the independence of both Christopher Joll and John Sibbald is not impaired by their failure to meet the Combined Code criteria set out above. The independent directors regularly meet prior to Board meetings to discuss corporate governance issues. Board and board committee meetings The number of meetings during 2009 and attendance at regular board meetings and board committees was as follows: Meetings Meetings held attended M A Heller Board 6 6 Nomination 1 1 committee A R Heller Board 6 6 Audit committee 2 2 R J Grobler Board 6 3 C A Joll Board 6 6 Audit committee 2 2 Nomination 1 1 committee Remuneration 2 2 committee Tom Kearney (resigned 31 Board 4 3 July 2009) Audit committee 2 1 J A Sibbald Board 6 6 Audit committee 2 2 Nomination 1 1 committee Remuneration 2 2 committee The audit committee had two meetings in 2009 with the external auditors present, prior to release of the 2008 annual results. Members of the committee discussed the 30 June 2009 half year results prior to their approval by the full Board. The nomination committee held one meeting during the year. Internal control The directors are responsible for the group's system of internal control and review of its effectiveness at least annually. The Board has designed the group's system of internal control in order to provide the directors with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are either prevented or would be detected within a timely period. However, no system of internal control can eliminate the risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss. The key elements of the control system in operation are: â€¢ The Board meets regularly with a formal schedule of matters reserved to it for decision and has put in place an organisational structure with clear lines of responsibility defined and with appropriate delegation of authority; â€¢ There are established procedures for planning, approval and monitoring of capital expenditure and information systems for monitoring the group's financial performance against approved budgets and forecasts; â€¢ UK property and financial operations are closely monitored by members of the Board and senior managers to enable them to assess risk and address the adequacy of measures in place for its monitoring and control. The South African operations are closely supervised by the UK based executives through daily, weekly and monthly reports from the directors and senior officers in South Africa. This is supplemented by monthly visits by the UK based finance manager to the South African operations which include checking the integrity of information supplied to the UK. The directors are guided by "Internal Control Guidance for Directors on the Combined Code" as issued by the Institute of Chartered Accountants in England and Wales. During the period, the audit committee has reviewed the effectiveness of internal control as described above. The Board receives periodic reports from all its committees. There are no significant issues disclosed in the report and financial statements for the year ended 31 December 2009 or up to the date of approval of the report and financial statements that require the Board to deal with any related material internal control issues. The directors confirm that the Board has reviewed the effectiveness of the system of internal control as described during the period. Communication with shareholders Communication with shareholders is given a high degree of priority. Extensive information about the group and its activities is given in the Annual Report and Accounts which are made available to shareholders. Further information is available on the company's website, www.bisichi.co.uk. There is a regular dialogue with institutional investors. Enquiries from individuals on matters relating to their shareholdings and the business of the group are dealt with informatively and promptly. Payment of suppliers The company agrees terms of contracts when orders are placed. It is company policy that payments to suppliers are made in accordance with those terms, provided that suppliers also comply with all relevant terms and conditions. Trade creditors outstanding at the year end represented 12.4 days trade purchases (2008 - 2.9 days). Takeover Directive The company has one class of share capital, ordinary shares. Each ordinary share carries one vote. All the ordinary shares rank pari passu. There are no securities issued in the company which carry special rights with regard to control of the company. The identity of all significant direct or indirect holders of securities in the company and the size and nature of their holdings is shown in the "Substantial interests" section of this report. A relationship agreement dated 15 September 2005 (the "Relationship Agreement") was entered into between the company and London & Associated properties PLC ("LAP") in regard to the arrangements between them while LAP is a controlling shareholder of the company. The Relationship Agreement includes a provision under which LAP has agreed to exercise the voting rights attached to the ordinary shares in the company owned by LAP to ensure the independence of the Board of directors of the company. Other than the restrictions contained in the Relationship Agreement, there are no restrictions on voting rights or on the transfer of ordinary shares in the company. The rules governing the appointment and replacement of directors, alteration of the articles of association of the company and the powers of the company's directors accord with usual English company law provisions. Each director is re-elected every three years or more frequently. The company has requested authority from its shareholders to buy back its own ordinary shares (Resolution 12 at the AGM). The company is not party to any significant agreements that take effect, alter or terminate upon a change of control of the company following a takeover bid. The company is not aware of any agreements between holders of its ordinary shares that may result in restrictions on the transfer of its ordinary shares or on voting rights. There are no agreements between the company and its directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid. Annual General Meeting The annual general meeting will be held at the Company's offices at 30-35 Pall Mall, London SW1Y 5LP on Tuesday 8 June 2010 at 11.00 a.m. Resolutions 1 to 8 will be proposed as ordinary resolutions. More than 50 per cent of shareholders' votes must be in favour for these resolutions to be passed. Resolutions 9 -12 will be proposed as special resolutions. At least 75 per cent of shareholders' votes must be in favour for these resolutions to be passed. The directors consider that all of the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The board recommends that shareholders vote in favour of all of the resolutions. Disapplication of pre-emption rights (Resolution 9) A special resolution will be proposed at the Annual General Meeting in respect of this disapplication of pre-emption rights. Shares allotted for cash must normally first be offered to shareholders in proportion to their existing shareholdings. The directors will, at the forthcoming Annual General Meeting of the company (Resolution 9), seek power to allot shares as if the pre-emption rights contained in Section 561 of the Companies Act 2006 did not apply up to a maximum of 10% of the company's issued share capital. The authority will expire at the earlier of the conclusion of the company's next annual general meeting and 15 months from the passing of Resolution 9. New Articles of Association (Resolution 10) We are also asking shareholders to approve a number of amendments to our articles of association primarily to reflect the implementation of the remaining provisions of the Companies Act 2006 in October 2009. An explanation of the main changes between the proposed and the existing articles of association is set out in on page 59 & 60 of this document. Notice of General Meetings (Resolution 11) The Shareholder Rights Directive was implemented in the UK in August 2009. One of the requirements of the Directive is that all general meetings must be held on 21 clear days' notice unless shareholders agree to a shorter notice period. We are proposing a resolution at the AGM so that we can are able to call general meetings (other than annual general meetings) on 14 clear days' notice. Purchase of own Ordinary Shares (Resolution 12) The effect of Resolution 12 would be to renew the directors' current authority to make limited market purchases of the company's ordinary shares of 10 pence each. The power is limited to a maximum aggregate number of 1,045,150 ordinary shares (representing approximately 10 per cent of the company's issued share capital as at 16 April 2010 (being the latest practicable date prior to publication of this Directors' Report)). The minimum price (exclusive of expenses) which the company would be authorised to pay for each ordinary share would be 10 pence (the nominal value of each ordinary share). The maximum price (again exclusive of expenses) which the company would be authorised to pay for an ordinary share is an amount equal to the higher of (i) 105% of the average market price for an ordinary share for the five business days preceding any such purchase and (ii) the higher of the last independent trade for an ordinary share and the highest current independent bid for an ordinary share as derived from the trading venue where the purchase is carried out. The authority conferred by Resolution 12 will expire at the conclusion of the company's next Annual General Meeting to be held in 2011 or 15 months from the passing of the resolution, whichever is the earlier. Any purchases of ordinary shares would be made by means of market purchase through the London Stock Exchange. If granted, the authority would only be exercised if, in the opinion of the directors, to do so would result in an increase in earnings per share or asset values per share and would be in the best interests of shareholders generally. In exercising the authority to purchase ordinary shares, the directors may treat the shares that have been bought back as either cancelled or held as treasury shares (shares held by the company itself). No dividends may be paid on shares which are held as treasury shares and no voting rights are attached to them. As at 16 April 2010 (being the last practicable date prior to the publication of this Directors' Report) the total number of options to subscribe for new ordinary shares in the company as at 31 December 2009 was 718,000 shares representing 6.9% of the company's issued share capital as at 31 December 2009. Such number of options to subscribe for new ordinary shares would represent approximately 6.25% of the reduced issued share capital of the company assuming full use of the authority to make market purchases sought under Resolution 12. Donations No political or charitable donations were made during the year (2008:Nil). Going concern The group's business activities, together with the factors likely to affect its future development are set out in the Chairman's Statement on the preceding pages 2 and the Mining Review on pages 5 to 12. In addition Note 21 to the financial statements includes the group's treasury policy, interest rate risk, liquidity risk and hedging profile. The group has considerable financial resources together with long term leases with the majority of the tenants of its property portfolio. As a consequence, the directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. Other matters PKF (UK) LLP has expressed its willingness to continue in office as auditors. A proposal will be made at the annual general meeting for its re-appointment, and for its remuneration to be determined by the directors. By order of the board Michael Stevens, Secretary 30-35 Pall Mall London SW1Y 5LP 16 April 2010 REMUNERATION REPORT The remuneration committee is pleased to present its report for the year ended 31 December 2009. The remuneration committee is a formally constituted committee and is comprised exclusively of non-executive directors. The members of the committee are Christopher Joll (chairman) and John Sibbald. Remuneration policy for executive directors and non-executive directors The principal function of the remuneration committee is to determine, on behalf of the board, the remuneration and other benefits of the executive directors and senior executives, including pensions, share options and service contracts. The company's policy is to ensure that the executive directors are rewarded competitively in relation to other companies in order to retain and motivate them. The emoluments of each executive director comprises basic salary, a bonus at the discretion of the remuneration committee, provision of a car, premiums paid in respect of individual defined contribution pension arrangements, health insurance premium and share options. The remuneration of non-executive directors is determined by the board, and takes into account additional remuneration for services outside the scope of the ordinary duties of non-executive directors. No pension costs are incurred on behalf of non-executive directors and they do not participate in the share option schemes. Service and employment contracts All executive directors have full time contracts of employment with the company. Non-executive directors have contracts of service. No director has a contract of employment or contract of service with the company, its joint venture or associated companies with a fixed term which exceeds six months. All directors' contracts, as amended from time to time, have run from the date of appointment. Details of the directors standing for re-election are given under 'Directors' in the directors' report. The policy of the committee is not to grant employment contracts or contracts of service in excess of six months and there are no provisions for termination payments. A summary of terms of service and employment is as follows: Start date Unexpired Notice of contract term period Executive directors M A Heller November 1972 Continuous 6 months A R Heller January 1994 Continuous 3 months R J Grobler April 2008 Continuous 3 months Non-executive directors C A Joll February 2001 Continuous 3 months J A Sibbald October 1988 Continuous 3 months The following information has been audited: Directors' remuneration Salaries Bonus Benefits Total Pension Total Total and fees before Contributions 2009 2008 Pensions Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Executive directors M A Heller 75 75 - 150 - 150 175 A R Heller 300 450 37 787 30 817 961 T M Kearneyâ€ 108 15 123 11 134 346 R Grobler 149 83 41 273 8 281 203 632 608 93 1,333 49 1,382 1,685 Non-executive directors C A Joll 20 - - 20 - 20 20 J A Sibbald 2 - 3 5 - 5 5 22 - 3 25 - 25 25 Total 654 608 96 1,358 49 1,407 1,710 â€ T M Kearney resigned 31 July 2009. Pension schemes and incentives Three (2008:three) directors have benefits under money purchase pension schemes. Contributions in 2009 were Â£49,000 (2008:Â£46,000),see table above. Directors are not entitled to benefits under any bonus or incentive schemes apart from the share option schemes details of which are set out below. Bonuses are awarded by the remuneration committee when merited. Performance bonuses were awarded by the remuneration committee to three executive directors during 2009 (2008:4). Share option schemes The company has three "Unapproved" Share Option Schemes which are not subject to HM Revenue and Customs (HMRC) approval. The "First Scheme" was approved by shareholders on 15 June 1999. The "Second Scheme" was approved by shareholders on 23 June 2005, options having been provisionally granted under it on 23 September 2004, and the "2006 Scheme" was approved by shareholders on 29 June 2006. All available options under the three schemes have been granted. Number of share options Option 1 January Options 31 Exercisable Exercisable price* 2009 Lapsed in December from to 2009 2009 First Scheme A R Heller 34p 233,000 - 233,000 30/9/2005 29/9/2012 Employee 34p 80,000 - 80,000 30/9/2005 29/9/2012 Second Scheme A R Heller 149p 80,000 - 80,000 23/9/2007 22/9/2014 T M Kearneyâ€ 149p 120,000 (120,000) - 23/9/2007 31/07/2009 The 2006 Scheme A R Heller 237.5p 275,000 - 275,000 4/10/2009 3/10/2016 T M Kearneyâ€ 237.5p 275,000 (275,000) - 4/10/2009 31/07/2009 Employee 237.5p 50,000 - 50,000 4/10/2009 3/10/2016 â€ T M Kearney resigned 31 July 2009. *Middle market price at date of grant The exercise of options under the Unapproved Share Option Schemes is subject to the satisfaction of objective performance conditions specified by the remuneration committee, which will conform to institutional shareholder guidelines and best practice provisions in force from time to time. The remuneration committee has not yet set these guidelines for the first scheme and the 2006 scheme. The performance conditions for the second scheme, agreed by members on 23 June 2005, requires growth in net assets over a three year period to exceed the growth of the retail prices index by a scale of percentages. The middle market price of Bisichi Mining PLC ordinary shares at 31 December 2009 was 175p (2008-140p). During the year the share price ranged between 205p and 90p. The following information is unaudited: The board's policy is to grant options to executive directors, managers and staff at appropriate times to provide them with an interest in the longer term development of the group. The following graph illustrates the company's performance compared with a broad equity market index over a five year period. Performance is measured by total shareholder return. The directors have chosen the FTSE All Share - Total Return Index as a suitable index for this comparison as it gives an indication of performance against a large spread of quoted companies. Christopher Joll Chairman - remuneration committee 30-35 Pall Mall London SW1Y 5LP 16 April 2010 AUDIT COMMITTEE REPORT The committee's terms of reference have been approved by the board and follow published guidelines, which are available from the company secretary. The audit committee comprises the two non-executive directors, Christopher Joll (chairman), an experienced financial PR executive and John Sibbald, a retired chartered accountant. The Audit Committee's prime tasks are to : Review the scope of external audit, to receive regular reports from PKF (UK) LLP and to review the half-yearly and annual accounts before they are presented to the board, focusing in particular on accounting policies and areas of management judgment and estimation; Monitor the controls which are in force to ensure the integrity of the information reported to the shareholders; Act as a forum for discussion of internal control issues and contribute to the board's review of the effectiveness of the group's internal control and risk management systems and processes; Consider each year the need for an internal audit function; Advise the board on the appointment of external auditors and rotation of the audit partner every five years, and on their remuneration for both audit and non-audit work, and discuss the nature and scope of their audit work; Undertake a formal assessment of the auditors' independence each year which includes: â€¢ a review of non-audit services provided to the group and related fees; â€¢ discussion with the auditors of a written report detailing all relationships with the company and any other parties that could affect independence or the perception of independence; â€¢ a review of the auditors' own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and â€¢ obtaining written confirmation from the auditors that, in their professional judgement, they are independent. Meeting The committee meets prior to the annual audit with the external auditors to discuss the audit plan and again prior to the publication of the annual results. These meetings are attended by the external audit partner, managing director, director of finance and company secretary. Prior to bi-monthly board meetings the members of the committee meet on an informal basis to discuss any relevant matters which may have arisen. Additional formal meetings are held as necessary. During the past year the committee: * Met with the external auditors, and discussed their report to the Audit Committee; * Approved the publication of annual and half-year financial results; * Considered and approved the annual review of internal controls; * Decided that due to the size and nature of operations there was not a current need for an internal audit function; Agreed the independence of the auditors and approved their fees for both audit and non-audit services as set out in note 5 to the financial statements. External Auditors PKF (UK) LLP held office throughout the year. In the United Kingdom the company is provided with extensive administration and accounting services by London & Associated Properties PLC which has its own audit committee and employs a separate firm of external auditors, Baker Tilly UK Audit LLP. In South Africa PKF (Jhb) Inc. is the external auditor to the South African companies, and the work of that firm is reviewed by PKF (UK) LLP. Christopher Joll Chairman - audit committee 30-35 Pall Mall London SW1Y 5LP 16 April 2010 VALUERS' CERTIFICATES To the directors of Bisichi Mining PLC In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December 2009 by the company as detailed in our Valuation Report dated 24 February 2010. Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2009 of the interests owned by the Company was Â£ 8,865,000 being made up as follows: Â£000 Freehold 8,865 8,865 Leeds BNP Paribas Real Estate Advisory and Property Management UK Limited 24 February 2010 Regulated by Royal To the directors of Bisichi Mining PLC In accordance with your instructions we have carried out a valuation of the leasehold property interests held as at 31 December 2009 by the company as detailed in our Valuation Report dated 1 March 2010. Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2009 of the interests owned by the Company was Â£ 3,000,000 being made up as follows: Â£000 Leasehold 3,000 3,000 Leeds Carter Towler 1 March 2010 Chartered Surveyors STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the directors' report, the directors' remuneration report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the annual report includes information required by the Listing Rules of the Financial Services Authority. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; -state, with regard to the parent company financial statements, whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; -state whether the group financial statements have been prepared in accordance with IFRSs as adopted by the European Union subject to any material departures disclosed and explained in the parent company financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation and the parent company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and 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 corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions. The directors confirm, to the best of their knowledge: (a) that the group financial statements, which have been prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the group; and (b) the management report included in the directors report includes a fair review of the development and performance of the business and the position of the company and the group taken as a whole, together with a description of the principal risks and uncertainties that they face. The names and functions of all the directors are stated on page 20. INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BISICHI MINING PLC We have audited the financial statements of Bisichi Mining PLC for the year ended 31 December 2009 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company balance sheets, the consolidated statement of changes in shareholders' equity, the consolidated cash flow statement and the related notes. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial accounting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. Scope of the audit An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion; * the financial statements give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2009 and of the group's profit for the year then ended; * the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; * the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and * the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation. Opinion on other matters prescribed by the Companies Act 2006 In our opinion: * the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and * the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: * adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or * the parent company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or * certain disclosures of directors' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. Under the Listing Rules we are required to review: * the directors' statement, set out on page 25, in relation to going concern; and * the part of the corporate governance statement relating to the company's compliance with the nine provisions of the June 2008 Combined Code specified for our review. Stuart Barnsdall (Senior statutory auditor) for and on behalf of PKF (UK) LLP, Statutory auditors London. UK 19 April 2010 Consolidated income statement for the year ended 31 December 2009 2009 2009 2009 2008 Notes Trading Revaluations Total Â£'000 Â£'000 Â£'000 Â£'000 Group Revenue 1 29,016 - 29,016 25,979 Operating costs 2 (24,616) - (24,616) (19,754) Operating profit before fair 1 4,400 - 4,400 6,225 value adjustments Increase/(decrease) in value 3 - 67 67 (3,075) of investment properties Gains/(losses) on held for 288 137 425 (534) trading investments Operating profit 1 4,688 204 4,892 2,616 Share of profit/(loss) in 13 - 101 101 (305) joint ventures Profit before interest and 4,688 305 4,993 2,311 taxation Interest receivable 226 - 226 345 Interest payable 6 (216) - (216) (539) Profit before tax 4 4,698 305 5,003 2,117 Taxation 7 (1,427) 97 (1,330) (1,811) Profit for the year 3,271 402 3,673 306 Attributable to: 3,271 402 3,673 302 Equity holders of the company Minority interest - - - 4 Profit for the year 3,271 402 3,673 306 Earnings per share - basic 9 31.30p 3.84p 35.14p 2.89p Earnings per share - diluted 9 30.59p 3.76 p 34.35p 2.83p Trading income reflects all the trading activity on mining and property operations. Revaluation income reflects the revaluation of investment properties and other assets within the group and any proportion of these amounts within Joint Ventures. The total column represents the consolidated income statement presented in accordance with IAS 1. Consolidated statement of comprehensive income at 31 December 2009 2009 2008 Â£'000 Â£'000 Profit for the year 3,673 306 Other comprehensive income: Exchange differences on translation of 530 61 foreign operations Taxation - - Other comprehensive income for the year 4,203 367 net of tax Total comprehensive income for the year 4,203 367 net of tax Attributable to: Equity shareholders 4,203 363 Minority interest - 4 4,203 367 Company Registration No. 112155 Consolidated balance sheet at 31 December 2009 2009 2008 Notes Â£'000 Â£'000 Assets Non-current assets Value of investment properties 10 11,865 11,773 Fair value of head lease 246 234 12,111 12,007 Mining reserves, plant and equipment 11 8,057 7,554 Investments in joint ventures 12 3,259 3,072 Other Investments 12 496 334 Total non-current assets 23,923 22,967 Current assets Inventories 15 1,139 1,397 Trade and other receivables 16 2,060 5,524 Corporation tax recoverable 19 15 Held for trading investments 17 510 627 Cash and cash equivalents 6,609 3,414 Total current assets 10,337 10,977 Total assets 34,260 33,944 Liabilities Current liabilities Borrowings 19 (4,593) (6,877) Trade and other payables 18 (5,571) (5,805) Current tax liabilities (260) (1,645) Total current liabilities (10,424) (14,327) Non current liabilities Borrowings 19 (533) (541) Provision for rehabilitation 20 (772) (571) Finance lease liabilities 29 (246) (234) Deferred tax liabilities 22 (2,985) (2,625) Total non current liabilities (4,536) (3,971) Total liabilities (14,960) (18,298) Net assets 19,300 15,646 Equity Share capital 23 1,045 1,045 Translation reserve (685) (1,215) Other reserves 24 480 663 Retained earnings 18,460 15,153 Total equity attributable to equity 19,300 15,646 shareholders These financial statements were approved and authorised for issue by the board of directors on 16 April 2010 and signed on its behalf by: M A Heller A R Heller Director Director Consolidated statement of changes in shareholders' equity for the year ended 31 December 2009 Total Share Translation Other Retained capital reserves reserves earnings Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Balance at 1 1,045 (1,276) 426 15,164 15,359 January 2008 Revaluation of - - - (3,075) (3,075) investment properties Movement on fair - - - 16 16 value of derivatives Other income - - - 3,361 3,361 statement movements Profit for the year - - - 302 302 Exchange adjustment - 61 - - 61 Total comprehensive - 61 - 302 363 income for the year Dividend - - - (313) (313) Equity share - - 237 - 237 options Balance at 1 1,045 (1,215) 663 15,153 15,646 January 2009 Revaluation of - - - 67 67 investment properties Other income - - - 3,606 3,606 statement movements Profit for the year - - - 3,673 3,673 Exchange adjustment - 530 - - 530 Total comprehensive - 530 - 3,673 4,203 income for the year Dividend - - - (366) (366) Equity share - - (183) - (183) options Balance at 31 1,045 (685) 480 18,460 19,300 December 2009 Consolidated cash flow statement for the year ended 31 December 2009 Year ended Year ended 31 December 2009 31 December 2008 Â£'000 Â£'000 Cash flows from operating activities Operating profit 4,892 2,616 Adjustments for: Depreciation 2,541 2,072 Share based payment expense (183) 237 (Gain) / loss on investment held for trading (425) 534 Unrealised (gain) / loss on investment (67) 3,075 properties Cash flow before working capital 6,758 8,534 Change in inventories 258 (1,271) Change in trade and other receivables 4,042 (4,134) Change in trade and other payables (1,478) 636 Change in provisions 201 571 Acquisitions of held for trading investments (75) (334) Proceeds from held for trading investments 617 12 Cash generated from operations 10,323 4,014 Interest received 226 345 Interest paid (216) (539) Income tax paid (2,359) (866) Cash flow from operating activities 7,974 2,954 Cash flows from investing activities Acquisition of reserves, plant and equipment (2,087) (3,941) Proceeds from sale of investment properties, - 58 reserves, plant and equipment Acquisitions of investments (136) (420) Cash flow from investing activities (2,223) (4,303) Cash flows from financing activities Borrowings drawn 406 847 Borrowings repaid (700) (546) Equity dividends paid (366) (313) Cash flow from financing activities (660) (12) Net increase / (decrease) in cash and cash 5,091 (1,361) equivalents Cash and cash equivalents at 1 January (116) 1,244 Exchange adjustment 102 1 Cash and cash equivalents at 31 December 5,077 (116) Cash and cash equivalents at 31 December comprise: Cash and cash equivalents as presented in the 6,609 3,414 balance sheet Bank overdrafts (secured) (1,532) (3,530) 5,077 (116) Group accounting policies for the year ended 31 December 2009 Basis of accounting The results for the year ended 31 December 2009 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The principal accounting policies are described below: The group financial statements are presented in Â£ sterling and all values are rounded to the nearest thousand pounds (Â£000) except when otherwise stated. International Accounting Standards (IAS/IFRS) The financial statements are prepared in accordance with International Financial Reporting Standards and Interpretations in force at the reporting date. During 2009 the following accounting standards and guidance were adopted by the group: * IAS 1 (Revised) Presentation of Financial Statements The revised standard has changed the way the group's primary financial statements have been presented. The revision required information to be aggregated on the basis of shared characteristics and introduced a "statement of comprehensive income" to enable readers to analyse changes in an entity's equity resulting from transactions with owners separately from "non-owner" changes. Comparative information has been re-presented so that it also is in conformity with the revised standard. * IFRS 7 (Amendment) Financial Instruments: Disclosures The amendment introduced a three-level hierarchy for fair value measurement disclosures and required entities to provide additional disclosures about the relative reliability of those fair valued instruments. In addition the amendment clarified and enhanced liquidity risk disclosure requirements to enable users to better evaluate the nature and extent of liquidity risk arising from financial instruments and how the entity managed risk. The group has provided these additional disclosures in the notes to the financial statements. * IFRS 8 Operating Segments IFRS 8 replaced IAS 14 and requires operating segments to be identified on the basis of internal reports about components that are regularly reviewed by the board. The new standard has not significantly impacted the way management reports segmental information as this is the basis on which the group is organised and managed. During 2009 the following standards and interpretations were adopted by the group and were mandatory for the accounting period, but either had no material impact on the group's financial statements or were not relevant to the operations of the group: * IFRS 1 (Amendment) First time adoption of IFRS * IFRS 2 (Amendment) Share-based payment * IAS 23 (Amendment) Borrowing Costs. * IAS 27 (Amendment) Consolidated and Separate Financial Statements * IAS 32 (Amendment) Financial Instruments Presentation * IAS 39 and IFRS 7 (Amendment) Financial Instruments Recognition and Measurement * IAS 40 (Amendment) Investment Property * IFRIC 9 (amendment) Financial instruments: Recognition and measurement, and Reassessment of embedded derivatives * IFRIC 13 Customer loyalty programmes * IFRC 15 Agreements for the construction of real estate * IFRIC 16 Hedges of a net investment in a foreign operation The group has not adopted any standards or interpretations in advance of the required implementation dates. It is not expected that adoption of standards or interpretations which have been issued by the International Accounting Standards Board but have not been adopted will have a material impact on the financial statements. Of these standards: * IAS 27 (Amendment) Consolidated and separate financial statements would impact only on the presentation of these financial statements. * IFRS 3 (Revised) "Business combinations" would only have an impact on future business combinations. Key Judgements and Estimates The directors consider their judgements and estimates surrounding the life of the mine and its reserves to have the most significant effect on the amounts recognised in the financial statements and to be the area where the financial statements are at most risk of a material adjustment due to estimation uncertainty. In addition the directors note that other areas, in particular the valuation of the investment properties, are considered to be less judgemental due to the nature of the underlying properties and the use of external valuers. Basis of consolidation The group accounts incorporate the accounts of Bisichi Mining Plc and all of its subsidiary undertakings, together with the group's share of the results of its joint ventures and associates. Revenue Revenue comprises sales of coal and property rental income. Revenue is recognised when delivery of the product or service has been made and when the customer has a legally binding obligation to settle under the terms of the contract and has assumed all significant risks and rewards of ownership. Revenue is only recognised on individual sales when all of the significant risks and rewards of ownership have been transferred to a third party. In most instances revenue is recognised when the product is delivered to the location specified by the customer, which is typically when loaded into transport, where the customer pays the transportation costs. Rental income is recognised in the group income statement on a straight-line basis over the term of the lease. This includes the effect of lease incentives. Investment Properties Investment properties comprise freehold and long leasehold land and buildings. Investment properties are carried at fair value in accordance with IAS 40 `Investment Properties'. Properties are recognised as investment properties when held for long-term rental yields, and after consideration has been given to a number of factors including length of lease, quality of tenant and covenant, value of lease, management intention for future use of property, planning consents and percentage of property leased. Investment properties are revalued annually by professional external surveyors and included in the balance sheet at their fair value. Gains or losses arising from changes in the fair values of assets are recognised in the consolidated income statement in the period to which they relate. In accordance with IAS 40, investment properties are not depreciated. Properties held for use in the business or in the course of restoration, renovation or held for development or sale, are not recognised as investment properties and are held at depreciated historical cost. The fair value of the head leases is the net present value of the current head rent payable on leasehold properties until the expiry of the lease. Mining reserves, plant and equipment The cost of property, plant and equipment comprises its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in accordance with agreed specifications. Freehold land is not depreciated. Other property, plant and equipment is stated at historical cost less accumulated depreciation. The life of mine remaining as at year end is currently estimated at 5 years. A provision for rehabilitation of the mine is carried at fair value and is provided for over the life of mine. The provision includes the restoration of the underground, opencast and surface operations and is estimated to be utilised at the end of the life of mine of the group. Mine reserves and development cost The purpose of mine development is to establish secure working conditions and infrastructure to allow the safe and efficient extraction of recoverable reserves. Depreciation on mine development is not charged until production commences or the assets are put to use. On commencement of full production, depreciation is charged over the life of the mine on a straight-line basis. Surface mine development Expenditure incurred prior to the commencement of working surface mine sites, net of any residual value and taking into account the likelihood of the site being mined, is capitalised within property, plant and equipment and charged to the income statement over the life of the recoverable reserves of the scheme. Other assets The cost, less estimated residual value, of other property, plant and equipment is written off on a straight-line basis over the asset's expected useful life. Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Changes to the estimated residual values or useful lives are accounted for prospectively. Heavy surface mining and other plant and equipment is depreciated at varying rates depending upon its expected usage. The depreciation rates generally applied are: Mining equipment The shorter of its useful life or the life of the mine Mining reserves Over the expected life of the reserves Motor vehicles 25-33 per cent per annum Office equipment 10-33 per cent per annum Employee Benefits Share based remuneration The company operates a share option scheme. The fair value of the share option scheme is determined at the date of grant. This fair value is then expensed on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest. The fair value of options granted is calculated using a binomial model. Details of the share options in issue are disclosed in the Directors Remuneration Report. Pensions The group operates a defined contribution pension scheme. The contributions payable to the scheme are expensed in the period to which they relate. Foreign Currencies Monetary assets and liabilities are translated at year end exchange rates and the resulting exchange rate differences are included in the consolidated income statement within the results of operating activities if arising from trading activities and within finance cost/income if arising from financing. For consolidation purposes, income and expense items are included in the consolidated income statement at average rates, and assets and liabilities are translated at year end exchange rates. Translation differences arising on consolidation are taken directly to reserves. Where foreign operations are disposed of, the cumulative exchange differences of that foreign operation are recognised in the consolidated income statement when the gain or loss on disposal is recognised. Transactions in foreign currencies are translated at the exchange rate ruling on transaction date. Financial Instruments The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Bank loans and overdrafts Bank loans and overdrafts are included as financial liabilities on the group balance sheet at the amounts drawn on the particular facilities net of the unamortised cost of financing. Interest payable on those facilities is expensed as finance cost in the period to which it relates. Finance lease liabilities Finance lease liabilities arise for those investment properties held under a leasehold interest and accounted for as investment property. The liability is initially calculated as the present value of the minimum lease payments, reducing in subsequent reporting periods by the apportionment of payments to the lessor. Interest rate derivatives The group uses derivative financial instruments to manage the interest rate risk associated with the financing of the group's business. No trading in such financial instruments is undertaken. At each reporting date, these interest rate derivatives are recognised at fair value, being the estimated amount that the group would receive or pay to terminate the agreement at the balance sheet date, taking into account current interest rates and the current credit rating of the counterparties. The gain or loss at each fair value re-measurement is recognised immediately in the income statement. Held for trading investments Financial assets/liabilities held for trading or short-term gain are measured at fair value and movements in fair value are charged/credited to the income statement in the period. Trade receivables Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated recoverable amounts as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material. Trade payables Trade payables are not interest bearing and are stated at their nominal value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material. Other Financial assets and liabilities The groups other financial assets and liabilities not disclosed above are fair valued as shown below. Financial assets: - Cash and cash equivalents are measured at cash value. - Other receivables at amount owed - Other loans receivable at amount owed Finance liabilities: - Other payables at amount owing Joint Ventures Investments in joint ventures, being those entities over whose activities the group has joint control, as established by contractual agreement, are included at cost together with the group's share of post acquisition reserves, on an equity basis. Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes materials, direct labour and overheads relevant to the stage of production. Net realisable value is based on estimated selling price less all further costs to completion and all relevant marketing, selling and distribution costs. Other Investments Other investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are recognised at cost less any provision for impairment. Impairment Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable an asset is reviewed for impairment. An asset's carrying value is written down to its estimated recoverable amount (being the higher of the fair value less cost to sell and value in use) if that is less than the asset's carrying amount. Deferred Tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. In respect of the deferred tax on the revaluation surplus, this is calculated on the basis of the chargeable gains that would crystallise on the sale of the investment portfolio as at the reporting date. The calculation takes account of indexation on the historical cost of the properties and any available capital losses. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the group income statement, except when it relates to items charged or credited directly to equity, in which case it is also dealt with in equity. Dividends Dividends payable on the ordinary share capital are recognised as a liability in the period in which they are approved. Cash and Cash Equivalents Cash comprises cash in hand and on-demand deposits. Cash and cash equivalents comprises short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and original maturities of three months or less. The cash and cash equivalents shown in the cashflow statement are stated net of bank overdrafts. Segmental Reporting For management reporting purposes, the group is organised into business segments distinguishable by economic activity. The group's only business segments are mining activities and investment properties. These business segments are subject to risks and returns that are different from those of other business segments and are the primary basis on which the group reports its segment information. This is consistent with the way the group is managed and with the format of the group's internal financial reporting. Significant revenue from transactions with an individual customer, which makes up 10 percent or more of the total revenue of the group, is separately disclosed within each segment. Notes to the financial statements for the year ended 31 December 2009 1. Segmental reporting Business analysis Mining 2009 Property Other Total Â£'000 Â£'000 Â£'000 Â£'000 Significant revenue 10,524 - - 10,524 customer A Significant revenue 6,991 - - 6,991 customer B Significant revenue 3,747 - - 3,747 customer C Other Revenue 6,544 1,005 205 7,754 Segment revenue 27,806 1,005 205 29,016 Operating profit before 3,873 621 (94) 4,400 adjustments Revaluation of investments - 67 425 492 Operating profit and 3,873 688 331 4,892 segment result Segment assets 11,587 12,236 509 24,332 Unallocated assets - Fixed assets 60 * Cash & cash equivalents 6,609 Total assets 31,001 Segment liabilities (5,568) (2,736) (117) (8,421) Borrowings (894) (2,700) - (3,594) (6,462) (5,436) (117) (12,015) Unallocated liabilities (2,945) Total liabilities (14,960) Net assets 16,041 Investment in joint 3,259 ventures non segmental Net assets as per balance 19,300 sheet Geographic analysis United South Other Unallocated Total Kingdom Africa Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Revenue 1,210 27,806 - - 29,016 Operating profit and 1,019 3,873 - - 4,892 segment result Non-current assets 12,111 7,997 - 60 20,168 excluding investments Total net assets 7,151 5,112 55 6,982 19,300 Capital expenditure 25 2,062 - - 2,087 Notes to the financial statements for the year ended 31 December 2009 1. Segmental reporting Business analysis Mining 2008 Property Other Total Â£'000 Â£'000 Â£'000 Â£'000 Significant revenue 6,095 - - 6,095 customer A Significant revenue 6,035 - - 6,035 customer B Significant revenue 4,680 - - 4,680 customer C Other Revenue 8,101 1,032 36 9,169 Segment revenue 24,911 1,032 36 25,979 Operating profit before 5,573 599 53 6,225 adjustments Revaluation of investments - (3,075) (534) (3,609) Operating profit and 5,573 (2,476) (481) 2,616 segment result Segment assets 15,199 11,408 752 27,359 Unallocated assets - Fixed assets 99 * Cash & cash equivalents 3,414 Total assets 30,872 Segment liabilities (4,461) (3,230) (2) (7,693) Borrowings (889) (3,000) - (3,889) (5,350) (6,230) (2) (11,582) Unallocated liabilities (6,716) Total liabilities (18,298) Net assets 12,574 Investment in joint 3,072 ventures non segmental Net assets as per balance 15,646 sheet Geographic analysis United South Other Unallocated Total Kingdom Africa Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Revenue 1,068 24,911 - - 25,979 Operating (loss)/profit (2,957) 5,573 - - 2,616 and segment result Non-current assets 12,007 7,455 - 99 19,561 excluding investments Total net assets 6,661 9,162 (46) (131) 15,646 Capital expenditure 153 3,788 - - 3,941 2. Operating costs 2009 2008 Â£'000 Â£'000 Mining 16,462 12,457 Property 81 70 Share dealing - 7 Cost of sales 16,543 12,534 Administration 8,073 7,220 Operating costs 24,616 19,754 The direct property costs are: Ground rent 15 15 Direct property expense 63 50 Bad debts 3 5 81 70 3. Gain / (loss) on revaluation and sale of investment properties The reconciliation of the investment surplus to the gain on revaluation of investment properties in the income statement is set out below: 2009 2008 Â£'000 Â£'000 Investment surplus 55 (3,042) Loss/(gain) on valuation movement in respect of head 12 (33) lease payments Gain/(loss) on revaluation of investment properties 67 (3,075) 4. Profit before taxation Profit before taxation is arrived at after charging/(crediting): 2009 2008 Â£'000 Â£'000 Staff costs (see note 27) 6,661 7,616 Depreciation 2,541 2,072 Exchange (gain) / loss (237) 144 Fees payable to the company's auditor for 45 43 the audit of the company's annual accounts Fees payable to the company's auditor and its associates for other services: The audit of the company's subsidiaries, 28 19 pursuant to legislation Other services 1 1 The directors consider the auditors were best placed to provide the above non-audit services. The audit committee reviews the nature and extent of non-audit services to ensure that independence is maintained. 5. Director's emoluments Director's emoluments are shown in the Director's remuneration report on page 26 under the heading Director's remuneration which is within the audited part of this report. 6. Interest payable 2009 2008 Â£'000 Â£'000 On bank overdrafts and bank loans 94 176 Other interest payable 122 347 Hedging - 16 Interest payable 216 539 7. Taxation 2009 2008 Â£'000 Â£'000 (a) Based on the results for the year: Corporation tax at 28% (2008: 28.5%) 1,203 2,075 Adjustment in respect of prior years - UK - 142 Current tax 1,203 2,217 Deferred tax - current year 127 (406) Total tax in income statement 1,330 1,811 (b) Factors affecting tax charge for the year: The corporation tax assessed for the year is different from that at the standard rate of corporation tax in the United Kingdom of 28% (2008: 28.5%) The differences are explained below: Profit on ordinary activities before taxation 5,003 2,117 Tax on profit on ordinary activities at 28% 1,401 603 (2008: 28.5%) Effects of: Expenses not deductible for tax purposes 67 298 Capital gains in excess of profit on disposal - 283 Other differences (119) 63 Deferred tax assets not recognised - 328 Adjustment to smaller companies rates (19) (31) Adjustment in respect of prior years - 267 Total tax 1,330 1,811 (c) Analysis of United Kingdom and Overseas tax United Kingdom tax included in above: Adjustment in respect of prior years - 142 Current tax - 142 Deferred tax 242 (1,150) 242 (1,008) Overseas tax included in above: Corporation tax 1,203 2,075 Adjustment in respect of prior years - - Current tax 1,203 2,075 Deferred tax (115) 744 1,088 2,819 Factors that may affect future tax charges: Based on current capital expenditure plans, the group expects to continue to be able to claim capital allowances in excess of depreciation in future years. 8. Dividends paid 2009 2009 2008 2008 Per share Â£'000 Per share Â£'000 Dividends paid during the year 3.50p 366 3.00p 313 relating to the prior period Dividends to be paid: Interim dividend for 2009 paid on the 1.00 p 105 - - 5 February 2010 Proposed final dividend for 2009 3.00 p 313 3.50p 366 4.00 p 418 3.50p 366 The dividends to be paid are not accounted for until they have been approved at the Annual General Meeting. The amount will be accounted for as an appropriation of retained earnings in the year ending 31 December 2010. 9. Earnings and diluted earnings per share Both the basic and diluted earnings per share calculations are based on a profit of Â£3,673,000 (2008: profit Â£302,000). The basic earnings per share have been calculated on 10,451,506 (2008: 10,451,506) ordinary shares being in issue during the period. The diluted earnings per share have been calculated on the number of shares in issue of 10,451,506 (2008: 10,451,506) plus the dilutive potential ordinary shares arising from share options of 241,313 (2008: 236,986) totalling 10,692,819 (2008: 10,688,492). 10. Investment properties Freehold Long Â£'000 Leasehold Total Â£'000 Â£'000 Valuation at 1 January 2009 8,673 3,100 11,773 Additions 25 - 25 Revaluation 167 (100) 67 Valuation at 31 December 8,865 3,000 11,865 2009 Valuation at 1 January 2008 11,075 3,650 14,725 Additions 123 - 123 Revaluation (2,525) (550) (3,075) Valuation at 31 December 8,673 3,100 11,773 2008 Historical cost At 31 December 2009 4,801 728 5,529 At 31 December 2008 4,776 728 5,504 Long leasehold properties are those for which the unexpired term at the balance sheet date is not less than 50 years. All investment properties are held for use in operating leases and all properties generated rental income during the period. Freehold and Long Leasehold properties were externally professionally valued at 31 December 2009 on an open market basis by: Â£'000 BNP Paribas Real Estate 8,865 Carter Towler LLP, 3,000 Chartered Surveyors 11,865 The valuations were carried out in accordance with the Statements of Asset Valuation and Guidance Notes published by The Royal Institution of Chartered Surveyors. 11. Mining reserves, plant and equipment Mining Mining Motor Office Total Reserves equipment Vehicles equipment Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Cost at 1 January 2009 1,705 11,360 346 103 13,514 Exchange adjustment 225 1,500 23 7 1,755 Additions - 2,000 50 12 2,062 Disposals (19) (2,279) (32) (3) (2,333) Cost at 31 December 2009 1,911 12,581 387 119 14,998 Accumulated depreciation 1,151 4,523 232 54 5,960 at 1 January 2009 Exchange adjustment 156 593 21 3 773 Charge for the year 119 2,358 50 14 2,541 Disposals in year (19) (2,279) (32) (3) (2,333) Accumulated depreciation 1,407 5,195 271 68 6,941 at 31 December 2009 Net book value at 31 504 7,386 116 51 8,057 December 2009 Cost at 1 January 2008 1,703 7,577 579 80 9,939 Exchange adjustment 2 9 - - 11 Additions - 3,774 21 23 3,818 Disposals - - (254) - (254) Cost at 31 December 2008 1,705 11,360 346 103 13,514 Accumulated depreciation 869 2,812 359 40 4,080 at 1 January 2008 Exchange adjustment 1 3 - - 4 Charge for the year 281 1,708 69 14 2,072 Disposals in year - - (196) - (196) Accumulated depreciation 1,151 4,523 232 54 5,960 at 31 December 2008 Net book value at 31 554 6,837 114 49 7,554 December 2008 12. Investments held as non-current assets 2009 2009 2008 2009 Other Joint Other Joint Ventures Ventures Assets Assets Â£'000 Â£'000 Â£'000 Â£'000 At 1 January 2,363 617 1,921 684 Additions - - - - Transfer (121) 137 747 (67) Exchange adjustment - 25 - - Share of gain/(loss) in joint 101 - (305) - ventures Net assets at 31 December 2,343 779 2,363 617 Loan to joint venture: At 1 January 709 - 599 - Additions 207 - 110 - At 31 December 916 - 709 - At 31 December 3,259 779 3,072 617 Provision for diminution in value: At 1 January - (283) - (213) Write down of investment - - - (70) At 31 December - (283) - (283) Net book value at 31 December 3,259 496 3,072 334 Included in other investments 2009 2008 are: Â£'000 Â£'000 Net book value of unquoted 133 133 investments Rehabilitation fund 348 186 Net book value of investments 15 15 listed on overseas Stock Exchanges 496 334 Market value of the overseas 15 35 listed investments 13. Joint ventures The company owns 50% of the issued share capital of Dragon Retail Properties Limited, an unlisted property investment company. The remaining 50% is held by London & Associated Properties PLC. Dragon Retail Properties Limited is incorporated in England and Wales. It has issued share capital of 500,000 (2008: 500,000) ordinary shares of Â£1 each. The company owns 49% of the issued share capital of Ezimbokodweni Mining (pty) Limited, an unlisted prospective coal production company. The company is incorporated in South Africa. It has issued share capital of 100 (2008: 100) ordinary shares of ZAR1 each. Ezimbokodweni Dragon 49% 50% 2009 2008 Â£'000 Â£'000 Â£'000 Â£'000 Turnover 101 101 101 Profit and loss Profit/(loss) before tax - 101 101 (304) Taxation - - - (1) Profit/(Loss) after - 101 101 (305) taxation Balance sheet Non-current assets 916 1,515 2,431 2,095 Current assets - 1,311 1,311 1,624 Current liabilities (916) (1,036) (1,952) (1,938) Non-current liabilities (130) (130) (101) Share of net assets at 31 - 1,660 1,660 1,680 December 14. Subsidiary companies The company owns the following ordinary share capital of the principal subsidiaries which are included within the consolidated financial statements: Activity Percentage of share capital Country of incorporation Mineral Products Limited Share dealing 100% England and Wales Black Wattle Colliery Coal mining 100% South Africa (pty) Limited Bisichi Coal Mining (pty) Coal mining 100% South Africa Limited Bisichi Mining Holding company 100% England and Wales (Exploration) Limited Ninghi Marketing Limited Dormant 90.1% England and Wales 15. Inventories 2009 Â£'000 2008 Â£'000 Coal Washed 1,048 1,284 Run of mine 57 83 Other 34 30 1,139 1,397 16. Trade and other receivables 2009 Â£'000 2008 Â£'000 Amounts falling due within one year: Trade receivables 1,875 5,392 Other receivables 98 76 Prepayments and accrued 87 56 income 2,060 5,524 17. Held for trading investments 2009 Â£'000 2008 Â£'000 Market value of Listed Investments: Listed in Great Britain 448 582 Listed outside Great Britain 62 45 510 627 Original cost of Listed 452 814 Investments Unrealised surplus/(deficit) 58 (187) of market value over/(under) cost 18. Trade and other payables 2009 Â£'000 2008 Â£'000 Trade payables 1,004 852 Amounts owed to Joint 1,165 1,551 ventures Other payables 569 528 Accruals and deferred 2,833 2,874 income 5,571 5,805 19. Financial liabilities - borrowings Current Non-current 2009 2009 Â£'000 2008 Â£'000 2008 Â£'000 Â£'000 Bank overdraft (secured) 1,532 3,530 - - Bank loan (secured) 3,061 3,347 533 541 4,593 6,877 533 541 2009 Â£'000 2008 Â£'000 Bank overdraft and loan instalments by reference to the balance sheet date: Within one year 4,593 6,877 From one to two years 533 334 From two to five years - 207 5,126 7,418 Bank overdraft and loan analysis by origin: United Kingdom 2,700 6,042 Southern Africa 2,426 1,376 5,126 7,418 The United Kingdom bank loans and overdraft are secured by way of a first charge over the investment properties in the UK which are included in the financial statements at a value of Â£11,865,000. The South African bank loans are secured by way of a first charge over specific pieces of mining equipment and the debtors of the relevant company which holds the loan which are include in the financial statements at a value of Â£ 3,455,000. Consistently with others in the mining and property industry, the group monitors its capital by its gearing levels. This is calculated as the net debt (loans less cash and cash equivalents) as a percentage of the equity. During 2009 this decreased to nil (2008: 25.6%) which was calculated as follows: 2009 Â£'000 2008 Â£'000 Total debt 5,126 7,418 Less cash and cash (6,609) (3,414) equivalents Net debt (1,483) 4,004 Total equity 19,300 15,636 Gearing - 25.6% 20. Provision for rehabilitation 2009 Â£'000 2008 Â£'000 As at 1 January 571 - Transfer - 99 Additions 201 472 As at 31 December 772 571 21. Financial instruments Treasury policy The group enters into derivative transactions such as interest rate swaps and forward exchange contracts in order to help manage the financial risks arising from the group's activities. The main risks arising from the group's financing structure are interest rate risk, liquidity risk, market risk, credit risk, currency risk and commodity price risk. The policies for managing each of these risks and the principal effects of these policies on the results are summarised below. Interest rate risk Interest rate risk is the risk that the value of a financial instrument or cashflows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the group uses. Treasury activities take place under procedures and policies approved and monitored by the Board to minimise the financial risk faced by the group. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets and loans to joint ventures. Interest bearing borrowings comprise bank loans, bank overdrafts and variable rate finance lease obligations. The rates of interest vary based on LIBOR in the UK and PRIME in South Africa. As at 31 December 2009, with other variables unchanged, a 1% increase or decrease in interest rates, on investments and borrowings whose interest rates are not fixed, would respectively decrease or increase the profit for the year by Â£14,000 (2008: Â£51,000). The effect on equity of this change would be an equivalent decrease or increase for the year of Â£14,000 (2008: Â£51,000). Liquidity risk The group's policy is to minimise refinancing risk. Efficient treasury management and strict credit control minimise the costs and risks associated with this policy which ensures that funds are available to meet commitments as they fall due. As at year end the group held temporary borrowing facilities in the UK in Bisichi Mining Plc. The company held adequate funds at year end to cover borrowings drawn on the temporary facility. The company was within its bank borrowing facilities and had not breached any of its covenants. New borrowings in the UK, to replace temporary borrowing facilities, were signed in March 2010. Further details are provided in borrowing facilities information later in this note. Trade and other payables are all due within one year. The table below shows the currency profiles of cash and cash equivalents: 2009 Â£'000 2008 Â£'000 Sterling 2,904 203 South African Rand 3,705 3,211 6,609 3,414 Cash and cash equivalents earn interest at rates based on LIBOR in Sterling and Prime in Rand. Market risk The group is exposed to market price risk through interest rate and currency fluctuations and commodity price risk. Credit risk The group is exposed to credit risk on its financial assets as per the balance sheet. At the balance sheet date there was no significant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet which at year end amounted to Â£8,582,000 (2008: Â£8,882,000). Trade debtor's credit ratings are reviewed regularly. The group only deposits surplus cash with well-established financial institutions of high quality credit standing. As at year end the amount of material receivables held past due date was Â£nil (2008: Â£nil). Financial assets maturity On 31 December 2009, cash at bank and in hand amounted to Â£6,609,000 (2008: Â£ 3,414,000) which is invested in short term bank deposits maturing within one year bearing interest at the bank's variable rates. Cash and cash equivalents all have a maturity of less than 3 months. Total financial assets and liabilities The group's financial assets and liabilities are as follows, representing both the fair value and the carrying value: Loans and Financial Assets at 2009 2008 receivables Liabilities fair Â£'000 Â£'000 measured at value Â£'000 amortised through cost profit Â£'000 and loss Â£'000 Cash and cash 6,609 - - 6,609 3,414 equivalents Investments held for - - 510 510 627 trading Other Investments - - 496 496 334 Trade and other 1,973 - - 1,973 5,468 receivables Bank Borrowings - (5,126) - (5,126) (7,418) Finance leases - (246) - (246) (234) Other Liabilities - (5,403) - (5,403) (5,638) 8,582 (10,775) 1,006 (1,187) (3,447) Investments held for trading and other investments fair valued fall under level 1 of the fair value hierarchy into which fair value measurements are recognised in accordance with the levels set out in IFRS 7. Borrowing facilities The group has signed new borrowing facilities in both its UK and South African operations. In the UK, a term loan facility of Â£5million and an overdraft facility of Â£ 2million were signed by Bisichi Mining Plc in March 2010 with Royal Bank of Scotland. This facility will expire in December 2012 and is secured against the group's UK retail property portfolio. In South Africa, a structured trade finance facility of R60million (South African Rand) was signed by Black Wattle Colliery (pty) Limited in March 2010 with Absa Bank Limited, a South African subsidiary of Barclays Bank PLC. The facility is renewed annually and is secured against inventory, debtors and cash that are held by Black Wattle Colliery (pty) Limited. This facility comprises of a R40million revolving loan to cover the working capital requirements of the group's South African operations, and a R20million loan facility to cover Guarantee requirements related to the group's South African mining operations. At 31 December 2009 the group was within its bank borrowing facilities and had not breached any of its covenants. Term loan repayments are as set out in Note 19. Details of other financial liabilities are shown in notes 18 and 19. Commodity price risk Commodity price risk is the risk that the group's future earnings will be adversely impacted by changes in the market of commodities. The group is exposed to commodity price risk as its future revenues will be derived based on a contract with a physical off-take partner at prices that will be determined by reference to market prices of coal at the delivery date. From time to time the group may manage its exposure to commodity price risk by entering into forward sales contracts with the goal of preserving future revenue streams. Foreign exchange risk All trading is undertaken in the local currencies. Funding is also in local currencies other than inter-company investments and loans and it is not the group's policy to obtain forward contracts to mitigate foreign exchange risk on these amounts. As a result of the group's mining assets being held in South Africa and having a functional currency different than the presentation currency, the group balance sheet can be affected significantly by movements in the pounds sterling to the South African Rand. During 2008 and 2009 the group did not hedge its exposure of foreign investments held in foreign currencies. There is no significant impact on profit and loss from foreign currency movements associated with these South African subsidiary assets and liabilities as the effect of foreign currency gains or losses arising are recorded through the translation reserve. The effect of a movement in foreign currencies on the income statement and equity of the group is shown in the sensitivity analysis below: Profit and Equity loss 2009 Equity 2009 2008 Â£'000 2008 Â£'000 Â£'000 Â£'000 If there were a 10% weakening of the South African Rand against Sterling with all other (185) (391) (598) (776) variables held constant - (decrease) If there were a 10% strengthening of the South African Rand against Sterling with all other 211 433 731 949 variables held constant - increase 22. Deferred taxation 2009 Â£'000 2008 Â£'000 Balance at 1 January 2,625 3,030 Recognised in income 127 (406) Exchange adjustment 233 1 2,985 2,625 The deferred tax balance comprises the following: Revaluation of properties 1,216 1,313 Capital allowances 1,969 1,827 Short-term timing (200) (515) differences 2,985 2,625 23. Share capital 2009 Â£'000 2008 Â£'000 Authorised: 13,000,000 1,300 1,300 ordinary shares of 10p each Allotted and fully paid: 1,045 1,045 10,451,506 ordinary shares 24. Other reserves 2009 Â£'000 2008 Â£'000 Equity share options 394 577 Net premium on share 86 86 capital in joint venture 480 663 25. Share based payments Details of the share option scheme are shown in the Directors remuneration report on page 26 under the heading Share option schemes which is within the audited part of this report. Further details of the share option schemes are set out below. The Bisichi Mining PLC Unapproved Option Schemes: Year of Subscription Period within Number of Number of Number of grant price per which options share share share share exercisable for which options for which options issued/ options outstanding (cancelled) outstanding at during year at 31 December 31 December 2008 2009 2002 34.0p Sep 2005 - Sep 313,000 - 313,000 2012 2004 149.0p Sep 2007 - Sep 200,000 (120,000) 80,000 2014 2006 237.5p Oct 2009 - Oct 600,000 (275,000) 325,000 2016 The exercise of options under the Unapproved Share Option Schemes is subject to the satisfaction of objective performance conditions specified by the remuneration committee, which will conform to institutional shareholder guidelines and best practice provisions in force from time to time. The remuneration committee has not yet set these guidelines for the first scheme and the 2006 scheme. The performance conditions for the second scheme, agreed by members on 23 June 2005, requires growth in net assets over a three year period to exceed the growth of the retail prices index by a scale of percentages. Options were valued using the Binomial method with the following assumptions: Expected volatility 45.46 - 47.33% Expected life 3.00 - 5.00 Years Risk free rate 4.81 - 4.93% Expected dividends 0.08% Expected volatility was determined by reference to the historical volatility of the share price over a period commensurate with the option's expected life. The expected life used in the model is based on the risk-averse balance likely to be required by the option holders. 2009 2008 2008 Number 2009 Number Weighted Weighted average average Exercise Exercise price price Outstanding at 1 January 1,113,000 164.4p 1,113,000 164.4p Granted / (cancelled) (395,000) 210.6p - -- during year Outstanding at 31 December 718,000 138.9p 1,113,000 164.4p Exercisable at 31 December 718,000 138.9p 513,000 78.8p 26. Related Party Transactions At 31 During the December year Amounts Costs Cash paid owed Amounts recharged (to) to related owed (to) / by / by party by related related related Â£000 party party party Â£000 Â£000 Â£000 Related party: London & Associated Properties 143 - 300 (304) PLC (note (a)) Dragon Retail Properties 1,205 - (40) (265) Limited (note (b)) Ezimbokodweni Mining (pty) - (916) (208) - Limited (note (c)) As at 31 December 2009 1,348 (916) 52 (569) London & Associated Properties 147 - 287 (568) PLC (note (a)) Dragon Retail Properties 1,510 - - (73) Limited (note (b)) Ezimbokodweni Mining (pty) - (708) (109) - Limited (note (c)) As at 31 December 2008 1,657 (708) 178 (641) London & Associated Properties PLC is a substantial shareholder. Dragon Retail Properties Limited is a joint venture and is treated as a non-current asset investment. Ezimbokodweni Mining (pty) Limited is a joint venture and is treated as a non-current asset investment. (a) London & Associated Properties PLC Property management, office premises, general management, accounting and administration services are provided for Bisichi Mining PLC and its UK subsidiaries. (b) Dragon Retail Properties Limited Dragon Retail Properties Limited is owned equally by the company and London & Associated Properties PLC. (c) Ezimbokodweni Mining (pty) Limited Ezimbokodweni Mining is a prospective coal production company based in South Africa. Details of key management personnel compensation and interest in share options are shown in the Directors Remuneration Report on page 26 under the headings Directors remuneration, Pension schemes and incentives and Share option schemes which is within the audited part of this report. 27. Employees 2009 Number 2008 Number The average weekly numbers of employees of the group during the year were as follows: Production 325 453 Administration 18 18 343 471 Â£'000 Â£'000 Staff costs during the year were as follows: Salaries 6,462 6,901 Social security costs 129 244 Pension costs 253 234 Share based payments (183) 237 6,661 7,616 28. Capital commitments 2009 Â£'000 2008 Â£'000 Commitments for capital expenditure approved 604 158 but not contracted for at the year end Commitments for capital expenditure approved - 390 and contracted for at the year end Share of commitment of capital expenditure in 2,101 1,856 joint venture 29. Head lease commitments and future property lease rentals Present value of head leases on properties Minimum lease 2009 Present value 2009 payments Â£'000 of Minimum Â£'000 2008 lease payments Â£'000 2008 Â£'000 Within one year 15 15 15 15 Second to fifth year 59 61 55 56 After five years 1,978 2,054 176 163 2,052 2,130 246 234 Discounting (1,806) (1,896) - - adjustment Present value 246 234 246 234 Finance lease liabilities are in respect of leased investment property. Many of the leases provide for contingent rents in addition to the rents above which are a proportion of rental income. Finance lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in event of default. The group leases out its investment properties under operating leases. The future aggregate minimum rentals receivable under non-cancellable operating lease are as follows: 2009 Â£'000 2008 Â£'000 Within one year 727 658 Second to fifth year 2,384 2,219 After five years 9,910 9,977 13,021 12,854 30. Contingent liabilities Bank guarantees have been issued by the bankers of Black Wattle Colliery (pty) Limited on behalf of the company to third parties. The guarantees are secured against the assets of the company and have been issued in respect of the following: 2009 Â£'000 2008 Â£'000 Construction of dams - 213 Rehabilitation of mining land 1,734 244 Water & electricity 78 68 Company Registration No. 112155 Company balance sheet at 31 December 2009 2009 2008 Notes Â£'000 Â£'000 Fixed assets Tangible assets 32 11,925 11,872 Investment in joint ventures 33 846 847 Other investments 33 1,030 1,026 13,801 13,745 Current assets Debtors 34 654 5,978 Bank balances 3,960 2,373 4,614 8,351 Creditors - amounts falling due within one 35 (5,139) (9,276) year Net current liabilities (525) (925) Total assets less current liabilities 13,276 12,820 Capital and reserves Called up share capital 37 1,045 1,045 Revaluation reserve 37 5,938 5,871 Other reserves 37 395 578 Retained earnings 37 5,898 5,326 Shareholders' funds 13,276 12,820 The company financial statements were approved and authorised for issue by the board of directors on 16 April 2010 and signed on its behalf by: M A Heller A R Heller Director Director Company accounting policies for the year ended 31 December 2009 The following are the main accounting policies of the company: Accounting convention The financial statements have been prepared under the historical cost convention, as modified by the revaluation of investment properties, and in accordance with applicable UK Generally Accepted Accounting Practice. Dividends received Dividends are credited to the profit and loss account when received. Depreciation Provision for depreciation on tangible fixed assets is made in equal annual instalments to write each item off over its useful life. The rates generally used are: Motor vehicles 25 - 33 per cent Office equipment 10 - 33 per cent Foreign currencies Monetary assets and liabilities expressed in foreign currencies have been translated at the rates of exchange ruling at the balance sheet date. All exchange differences are taken to the profit and loss account. Investment properties The investment property portfolio is included in the financial statements at open market valuation. An external professional valuation is carried out annually by professional external surveyors. Surpluses and deficits arising on valuations are taken direct to the revaluation reserve. No depreciation or amortisation is provided in respect of freehold and leasehold investment properties. The directors consider that this accounting policy, which is not in accordance with the Companies Act 2006, results in the accounts giving a true and fair view. Depreciation or amortisation is only one of many factors reflected in the valuation and the amount which might otherwise have been shown cannot be separately identified or quantified. Investments Investments of the company are stated in the balance sheet as fixed assets at cost less provisions for impairment. Financial Instruments Bank loans and overdrafts Bank loans and overdrafts are included in creditors on the company balance sheet net of the unamortised cost of financing. Interest payable on those facilities is expensed as a finance cost in the period to which it relates. Interest rate derivatives The company uses derivative financial instruments to manage the interest rate risk associated with the financing of the group's business. No trading in such financial instruments is undertaken. Debtors Debtors do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated recoverable amounts. Creditors Creditors are not interest bearing and are stated at their nominal value. Joint Ventures Investments in joint ventures, being those entities over whose activities the group has joint control as established by contractual agreement, are included at cost, less impairment. Deferred taxation As required by FRS 19 "Deferred Tax", full provision is made for deferred tax arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation, except for those timing differences in respect of which the standard specifies that deferred tax should not be recognised. Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Leased Assets and Obligations All leases are "Operating Leases" and the annual rentals are charged to the profit & loss account on a straight line basis over the lease term. Rent free periods or other incentives received for entering into a lease are accounted for over the period of the lease so as to spread the benefit received over the lease term. Pensions The company makes contributions to a money purchase scheme and the costs are charged to the profit and loss account in the period to which they relate. Share based remuneration The company operates a share option scheme. The fair value of the share option scheme is determined at the date of grant. This fair value is then expensed on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest. The fair value of options granted is calculated using a binomial model. Details of the share options in issue are disclosed in the audited section of the Directors Remuneration Report on page 26. Notes to the financial statements continued For the year ended 31 December 2009 31. Dividends The aggregate amount of dividends comprises: 2009 Â£'000 2008 Â£'000 Final dividends in respect of prior year but not 366 313 recognised as liabilities in that year: The aggregate amount of dividends to be paid and not recognised as liabilities as at year end is Â£418,000 (2008: Â£366,000). 32. Tangible fixed assets Investment properties Long Motor Office Total Freehold leasehold vehicles Equipment Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Cost or valuation at 1 8,673 3,100 169 47 11,989 January 2009 Additions 25 - - 2 27 Disposals - - (32) - (32) Revaluation 167 (100) - - 67 Cost or valuation at 31 8,865 3,000 137 49 12,051 December 2009 At valuation 8,865 3,000 - - 11,865 At cost - - 137 49 186 8,865 3,000 137 49 12,051 Accumulated depreciation - - 84 33 117 at 1 January 2009 Charge for the year - - 35 5 40 Disposals in year - - (31) - (31) Accumulated depreciation - - 88 38 126 at 31 December 2009 Net book value at 31 8,865 3,000 49 11 11,925 December 2009 Net book value at 31 8,673 3,100 85 14 11,872 December 2008 Details of historical cost of investment properties are shown in note 10. 33. Investments Joint Subsidiaries Other ventures investments Shares Shares Loans Total Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Cost at 1 January 2009 847 1,024 663 300 1,987 Drawn in year - - 4 - 4 Transfer (1) (913) 913 - - Cost at 31 December 2009 846 111 1,580 300 1,991 Provision for impairment As at 1 January - (678) - (283) (961) Impaired during the year - - - - - Transfer - 678 (678) - - As at 31 December 2009 - - (678) (283) (961) Net book value at 31 846 111 902 17 1,030 December 2009 Net book value at 31 847 346 663 17 1,026 December 2008 Other investments comprise Â£17,000 (2008: Â£17,000) shares and Â£nil (2008: Â£nil) loans. Investments in subsidiaries are detailed in note 14. In the opinion of the directors the aggregate value of the investment in subsidiaries is not less than the amount shown in these financial statements. 34. Debtors 2009 Â£'000 2008 Â£'000 Amounts falling due within one year: Amounts due from subsidiary 527 5,869 undertakings Other debtors 96 73 Prepayments and accrued income 31 36 654 5,978 35. Creditors 2009 Â£'000 2008 Â£'000 Amounts falling due within one year: Bank overdraft (secured) - 3,042 Bank loan (secured) 2,700 3,000 Joint venture 1,165 1,551 Other taxation and social security 60 69 Other creditors 276 271 Accruals and deferred income 938 1,343 5,139 9,276 The bank overdraft of the Company is secured by a charge over freehold and long leasehold property. Bank and other loan instalments by reference to the balance sheet date: Within one year 2,700 3,000 From one to two years - - From two to five years - - 2,700 3,000 The bank loan of the company is secured by a charge over freehold and long leasehold properties. 36. Provisions for liabilities and charges No provision has been made for the approximate taxation liability at 28% (2008: 28%) of Â£1,216,000 (2008: Â£1,313,000) which would arise if the investment properties were sold at the stated valuation. 37. Share Capital & Reserves Share Revaluation Other Retained Shareholders Capital reserve reserve earnings funds Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Balance at 1 January 1,045 5,871 578 5,326 12,820 2009 Dividend paid - - - (366) (366) Revaluation of - 67 - - 67 investment property Share options - - (183) - (183) Retained profit for - - - 938 938 the year Balance at 31 1,045 5,938 395 5,898 13,276 December 2009 A profit and loss account for Bisichi Mining PLC has not been presented as permitted by Section 408(2) of the Companies Act 2006. The profit for the financial year, before dividends, was Â£938,000 (2008: Â£3,311,000). Details of share capital are set out in note 23 and details of the share options are shown in the Director's Remuneration Report and note 25. 38. Related party transactions Under Financial Reporting Standard 8 Related Party Disclosures, the Company has taken advantage of the exemption from disclosing transactions with other Group companies. Details of other related party transactions are given in note 26 of the Group financial statements. 39. Employees The average number of employees (excluding directors), in administration, during the year was 2 (2008: 2). 2009 Â£'000 2008 Â£'000 Staff costs were as follows: Salaries 204 219 Social Security costs 26 28 230 247

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