Final Results
Petra Diamonds Ld
03 October 2005
Petra Diamonds Limited ('Petra', 'the Company' or 'the Group')
Preliminary Results Announcement for the year ended 30 June 2005 (unaudited)
Highlights
Corporate: merger with Crown Diamonds NL completed and business fully
integrated; placing undertaken raising a total of £17.1 million; dual AIM and
ASX listing; acquisition of Kalahari Diamonds Limited
Angola: Alto Cuilo - 320 hectares of kimberlitic anomalies identified; BHP
Billiton elected to fund all exploration at Alto Cuilo; helimag survey
undertaken with exciting results; pace of exploration increased
Botswana: key base established in Botswana, the world's number one diamond
producer by value, through the acquisition of Kalahari Diamonds Limited
Sierra Leone: 75 tonne per hour production plant to be commissioned on site
during Q3 2005/6; diamond production from treatment of bulk samples expected Q3
2005/6
South Africa: mining income (before depreciation) of £413,732 for the month of
June 2005; all mines achieve record US$ diamond prices; strong carat sales and
revenue for the 6 months to June 2005; operations on track to achieve growth
orientated production and revenue targets
Adonis Pouroulis, Chairman, said;
'This has undoubtedly been a transformational year for Petra. We have stated a
clear strategy to build Petra into a mid tier diamond mining group, offering a
unique way for investors to gain exposure to a buoyant and growing diamond
market. We are well on our way to achieving this objective and these results
demonstrate the rapid progress we have made. Petra believes that Africa offers
exciting and vibrant deal flow and we look forward to further benefiting our
shareholders from this pipeline of opportunities.'
Summary of Results
2005 2004
Revenue (June only, post Crown merger effective 31 May) £1,225,292 -
Loss for the year, before impairment of goodwill * £6,487,258 £4,219,863
Loss for the year * £11,319,283 £4,219,863
* Includes £3,510,106 (2004: £2,499,983) of expenditure related to development
at Alto Cuilo that is not being incurred from May 2005 due to BHP Billiton's
funding at Alto Cuilo.
Chairman's Statement 2005
Dear Shareholder,
It is with great pleasure that I present the 2005 financial statements in what I
believe has been the most important and successful year in your company's
history. Petra Diamonds started off the financial year being just one of the
many hopeful junior diamond explorers, and ended it by being the largest in
terms of market capitalisation and diamond production listed on the AIM market.
Our objective of becoming a world class diamond mining and exploration group
drew closer to reality as Petra increased in size and stature. It is a
noteworthy achievement that Petra now employs just under 2,000 people in its
various operations, second only to De Beers in South Africa, as an employer and
producer of diamonds.
Petra is a truly pan-African diamond group with operations from Sierra Leone in
the west through Angola and Botswana to South Africa in the south. It is a
continent that we believe offers some of the most exciting business
opportunities and one in which we feel we can be a force for good sustainable
development. The 'African Renaissance' is certainly alive and well, and we are
proud to be an active part of it.
The year was filled with many highlights and I think it is important to mention
a few.
Angola
The Alto Cuilo project lived up to expectations delivering unprecedented
exploration success. The year saw BHP Billiton, our joint venture partner,
committing to fund all exploration on the project concession area. This
fast-tracked exploration on both alluvial and kimberlite anomalies.
The kimberlite exploration programme led to the discovery of four major
kimberlitic material anomalies, all within close proximity of each other,
totalling a surface area of 320 hectares. The magnitude of these discoveries is
unprecedented in modern kimberlite exploration. A low level helimag survey was
completed on one third of the project concession area. This has led to further
new potential anomalies requiring the mobilisation of a second drill rig later
this year. The coming year will also see large diameter drilling of the best 10
to 12 anomalies and the processing of the mini bulk samples obtained. The
objective of this is to establish economic deposits which could lead to mine
development.
Seventy seven alluvial exploration pits were prepared, all with the aim of
uncovering an economic alluvial deposit. Work is in progress and we hope to be
in a position to report back on these results in the near future.
The costs of drilling, bulk sampling and associated activities on Alto Cuilo to
the end of April, when BHP Billiton elected to fund all expenditure, amounted to
£3,510,106. Shareholders should note that, in accordance with best practice, it
is our accounting policy to expense exploration expenditure in the year in which
it is incurred. Therefore the Company's expenditure on Alto Cuilo to date has
not been recognised in the balance sheet and hence no accounting recognition is
given to the potential of this world-class exploration target.
Botswana
On 7 September 2005 Petra announced that it had entered into a conditional
agreement to acquire the entire issued share capital of Kalahari Diamonds
Limited for a consideration to be satisfied by the issue of 16,166,529 new Petra
shares. The transaction was approved by the Kalahari shareholders on 26
September 2005 and completed on 30 September 2005.
The acquisition of Kalahari Diamonds introduces Petra to Botswana, the world's
largest diamond producer by value. The Kalahari ground is situated in what we
believe to be a highly prospective diamond territory and the coming year will
see an aggressive exploration programme aimed at the discovery of new
kimberlites. Kalahari has an agreement with BHP Billiton whereby Kalahari has
rights in Botswana to direct the deployment of BHP Billiton's proprietary Falcon
technology and also has access to an experienced Falcon data acquisition and
geophysics team.
The acquisition of Kalahari will ultimately introduce new shareholders to the
Petra register including the World Bank (through the IFC) and some of the
world's largest diamantaires. BHP Billiton, who owned twenty percent of Kalahari
Diamonds, will also in due course become a larger shareholder in Petra.
Botswana hosts two of the world's biggest diamond mines, Orapa and Jwaneng. The
acquisition of Kalahari Diamonds meets one of Petra's objectives to
geographically diversify its African asset base and gives Petra the largest land
holding under diamond prospecting licence in Botswana.
South Africa
The successful merger with Crown Diamonds NL to form one of the largest junior
diamond players was key to Petra's objective of moving from being a pure
explorer to a producer. This allowed the Company to benefit from a buoyant rough
diamond market that saw prices increasing for the third year running. Crown
brought with it a highly experienced management team which coupled with Petra's
exploration and financial expertise resulted in a fully fledged diamond group
complete with its own geological, mining and engineering expertise.
We are confident that your company can further maximise efficiencies from the
mining complexes leading to increased production. Although the mines in South
Africa have been in production for many years it is the view of the Board and
management that at least a fifteen year life remains in all these operations.
Sierra Leone
Along with the three producing South African mines, Crown brought with it the
exciting Mano River Resources joint venture, the Kono project in Sierra Leone.
Mobilisation is underway which will see limited production from the Kono project
in the first half of next year. Sierra Leone is an investor friendly and
Kimberley Process certified country. We hope that this project will lead on to
further developments in that country.
Results
As Petra's effective date of control of the Crown mines was 1 June 2005, the
results for the year reflect the results for the Petra group (pre the
acquisition of Crown Diamonds NL) for the eleven months to 31 May and for the
enlarged group, including one month's performance from the Crown operations
acquired, to 30 June 2005.
The loss for the year, before the goodwill impairment referred to below, was
£6.5m (2004: £4.2m). This loss includes £3.5m (2004: £2.5m) of expenditure
related to development at Alto Cuilo that fell away from May 2005 due to BHP
Billiton's funding at Alto Cuilo. The activity and associated costs at Alto
Cuilo led to the significant exploration developments noted above. Petra's costs
with regards to its current Angolan interests are expected to be approximately
£0.25m for the 2005/6 financial year.
The goodwill impairment has arisen due to the Board taking the prudent view of
restating the fixed assets acquired from the Crown merger to the preferred
valuation arrived at by Snowden Mining Consultants in their reports published at
the time of the merger and correspondingly the adjustment has been reflected in
full in the 2005 financial year.
The results from the Crown South African production operations acquired have
been consolidated into the Petra Group results for the month of June 2005 and I
am pleased to report that the 'profit on mine', that is mining profit before
depreciation, arising from these operations was £413,732 for the month.
Funding
An institutional placing was undertaken as part of the Crown merger, which
raised £17.1m (£15.3m net of placing fees and merger costs) at 85 pence per
share. These funds were raised to settle deferred acquisition costs in respect
of the Helam mine, develop the Sierra Leone joint venture properties,
investigate new business opportunities in Southern Africa and Sierra Leone,
settle various term loans, secure the outstanding Crown loan notes, settle the
costs and fees related to the Crown merger and placing and provide working
capital to the Group.
As at 30 June 2005 the Group had cash balances of £15.3m and, after settlement
in July of the Helam mine acquisition costs, various term loans and other
expenditure to date, as at 30 September the Group had cash in hand of £8.2m and
other than a loan to finance the Sedibeng JV of £1.4 m, the Group was debt free.
Nabera
Both Petra and Nabera continue to work with both Alexkor and the South African
Government with regards to the 'value added' and management fees that are due to
the Nabera consortium, in which Petra is a 29.5% shareholder. Whilst the process
is slow, it remains the Board's objective that the 'value-added' and management
fees be finalised with the Government and Alexkor in an amicable manner in the
near future.
Objectives and strategy
Petra aims to be a world class diamond group and mid-tier producer of gemstone
diamonds. This will be achieved by possessing a highly prospective exploration
portfolio ensuring future growth, organically expanding the Group's production
profile and by geographically diversifying the country spread.
Our strategy will therefore be to effectively explore and develop our projects
in Angola, Botswana and Sierra Leone. This will be underpinned and supported by
increasing production from the mines in South Africa with no significant
increase in unit operating costs. In the medium term, production is planned from
the kimberlite fissures in Sierra Leone. In conjunction with all of this, any
new diamond projects that meet and fulfil Petra's overlying objectives will be
carefully scrutinised.
The past few years have shown us that to achieve success and maximise our
ability to operate on the African continent, local participation is vital and
essential. To this end a strategy of carefully choosing quality partnerships
will be implemented in our projects. This we believe makes commercial sense and
helps ensure the long term viability and sustainability of our business.
Social development
I am proud to inform shareholders that at Project Alto Cuilo in north eastern
Angola, we provided the adjacent village with fresh, clean running water for the
first time in the village's history. A school was built which is staffed with a
permanent teacher, supplied by the Angolan Government. The clinic in the camp is
also staffed with a full time doctor and paramedic providing treatment not only
to the employees of the project but also to family members and the general
populace. We hope to be able to provide similar and other services in all the
communities in which we work. We believe it is an important role of your Company
to improve the lives of all the communities in which we are involved.
Staff
The merger with Crown resulted in many new people joining the Group and I
welcome all these new members to Petra. In particular I am pleased to have added
to the strength of the Board by welcoming Johan Dippenaar as Petra's Chief
Executive Officer and Jim Davidson as Technical Director, giving the Board a
balanced blend of mining, geological, commercial and financial expertise.
I wish to acknowledge and thank all our staff who have made this the successful
year it has been. Their hard work has certainly paid off. I look forward to your
continued support in what promises to be an equally exciting and challenging
year ahead.
Adonis Pouroulis
30 September 2005
PETRA DIAMONDS LIMITED - PRELIMINARY RESULTS
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2005
(Unaudited)
Notes 2005 2004
Unaudited Audited
£ £
Revenue 1,225,292 -
Cost of Sales 4 (1,060,954) -
Gross profit 164,338 -
Other operating income - 4,424
Exploration expenditure 5 (3,799,608) (2,499,983)
Other operating expenditure 6 (2,503,010) (1,478,477)
Impairment of goodwill (4,832,025) -
Financial income 19,636 16,099
Financial expense (333,106) (261,926)
Net financing costs 7 (313,470) (245,827)
Loss before tax (11,283,775) (4,219,863)
Income tax expense (35,508) -
Loss for the year (11,319,283) (4,219,863)
Basic and diluted loss per share - pence 8 (15.31) (7.45)
The Group's income and expenses all relate to continuing operations in the current and previous
year.
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 30 JUNE 2005
2005 2004
£ £
Loss for the year (11,319,283) (4,219,863)
Exchange adjustments on translation of subsidiary and branch
undertakings recognised directly in equity
647,083 153,094
Total recognised gains and losses relating to the (10,672,200) (4,066,769)
year
CONSOLIDATED BALANCE SHEET
FOR THE YEAR ENDED 30 JUNE 2005
(Unaudited)
Notes 2005 2004
Unaudited Audited
£ £
ASSETS
Property, plant and equipment 40,938,217 1,782,408
Intangible assets 187,199 79,576
Investment in associates - -
Trade and other receivables 89,960 -
Total non-current assets 41,215,376 1,861,984
Inventories 782,996 -
Trade and other receivables 1,563,640 550,838
Cash and cash equivalents 15,374,678 3,766,852
Total current assets 17,721,314 4,317,690
Total assets 58,936,690 6,179,674
EQUITY AND LIABILITIES
Equity
Issued capital 13,094,946 6,784,998
Share premium account 56,711,873 18,834,587
Foreign currency translation reserve 2,286,161 1,639,078
Accumulated loss (34,767,466) (23,578,125)
Total equity 37,325,514 3,680,538
Liabilities
Interest-bearing loans and borrowings 239,470 2,000,000
Trade and other payables 1,114,737 13,620
Provisions 956,758 -
Deferred tax liabilities 6,648,166 -
Total non-current liabilities 8,959,131 2,013,620
Interest-bearing loans and borrowings 6,464,162 -
Trade and other payables 5,049,297 166,412
Provisions 1,138,586 319,104
Total current liabilities 12,652,045 485,516
Total liabilities 21,611,176 2,499,136
Total equity and liabilities 58,936,690 6,179,674
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2005
(Unaudited)
2005 2004
Unaudited Audited
£ £
Loss after taxation for the year (11,319,283) (4,219,863)
Depreciation of property plant and equipment - 340,966 44,402
exploration
Depreciation of property plant and equipment - mining 249,394 -
Depreciation of property plant and equipment - other 15,628 7,783
Amortisation of intangible assets 4,409 4,250
Profit on sale of property plant and equipment (866) -
Impairment of intangible assets 73,710 -
Impairment of goodwill 4,832,025 -
Interest received (19,636) (16,099)
Interest paid 216,585 113,700
Foreign exchange loss 497,083 218,432
Operating loss before working capital changes (5,109,985) (3,847,395)
(Increase) in trade and other receivables (563,539) (383,855)
Increase in trade and other payables 1,088,439 107,308
(Increase) in inventories (28,860) -
Cash utilised in operations (4,613,945) (4,123,942)
Interest paid (216,585) (113,700)
Net cash utilised by operating activities (4,830,530) (4,237,642)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 866 -
Acquisition of subsidiary net of cash acquired 57,688 -
Interest received 19,636 16,099
Acquisition of property, plant and equipment (1,414,606) (1,776,097)
Development expenditure (102,270) -
Net cash from investing activities (1,438,686) (1,759,998)
Cash flows from financing activities
Proceeds from the issue of share capital 18,106,789 7,577,133
(Decrease) / increase in long term borrowings (218,837) 1,923,410
Net cash from financing activities 17,887,952 9,500,543
Net increase in cash and cash equivalents 11,618,736 3,502,903
Cash and cash equivalents at beginning of the year 3,766,852 263,949
Effect of exchange rate fluctuations on cash held (10,910) -
Cash and cash equivalents at end of the year 15,374,678 3,766,852
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2005
1. BASIS OF PREPARATION
The Group financial statements are prepared on the historical cost basis and are
presented in Pounds Sterling.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical
experience and factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision only affects that period, or in the period
of revision and future periods if the revision affects both current and future
periods.
The accounting policies set out below have been applied consistently to all
periods presented in these financial statements by all Group entities.
2. SEGMENTAL INFORMATION
Segment information is presented in respect of the Group's business and
geographical segments. The primary format is based on the Group's management and
internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a
segment as well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly income earning assets and revenue,
interest-bearing borrowings and expenses and corporate assets and expenses.
Segment capital expenditure is the total cost incurred during the period to
acquire segment assets that are expected to be used for more than one period.
Business and Geographical segments
The Group comprises the following business segments:
Mining - the extraction and sale of rough diamonds from mining operations in
South Africa for the diamond industry.
Exploration - the exploration of rights held in Angola, Sierra Leone and South
Africa.
Business segments Mining Exploration Eliminations Consolidated
2005 2005 2005 2005
£ £ £ £
Revenue from external customers 1,225,292 - 1,225,292
-
Segment result 164,338 (11,007,711) - (10,843,373)
Operating profit 37,406 (11,007,711) - (10,970,305)
Net financing income/(costs) 72,058 (385,528) - (313,470)
Income tax expense (35,508) - - (35,508)
Profit/(loss) for year 73,956 (11,393,239) - (11,319,283)
Segment assets 45,065,076 43,718,814 (29,847,200) 58,936,690
Total assets 45,065,076 43,718,814 (29,847,200) 58,936,690
Segment liabilities 18,553,530 3,258,949 (201,303) 21,611,176
Total liabilities 18,553,530 3,258,949 (201,303) 21,611,176
Cash flows from operations 339,461 (5,169,991) - (4,830,530)
Cash flows from investing (81,054) (1,357,632) - (1,438,686)
Cash flows from financing (245,582) 18,133,534 - 17,887,952
Capital expenditure 188,992 1,225,614 - 1,414,606
Impairment losses (4,832,025) (73,710) - (4,905,735)
Geographical segments Angola South Africa Sierra Leone Consolidated
Revenue from external customers - 1,225,292 - 1,225,292
Segment assets 2,879,685 55,869,806 187,199 58,936,690
Cash flows from operations (3,072,044) (1,758,486) - (4,830,530)
Cash flows from investing (1,167,925) (168,491) (102,270) (1,438,686)
Cash flows from financing 4,856,812 12,928,870 102,270 17,887,952
Capital expenditure 1,225,614 188,992 - 1,414,606
Impairment losses - (4,905,735) - (4,905,735)
2. SEGMENTAL INFORMATION (continued)
Business segments Mining Exploration Consolidated
2004 2004 2004
£ £ £
Revenue from external customers - - -
Segment result - (3,974,036) (3,974,036)
Operating profit - (3,974,036) (3,974,036)
Net financing costs - (245,827) (245,827)
Income tax expense - - -
Loss for year - (4,219,863) (4,219,863)
Segment assets - 6,179,674 6,179,674
Total assets - 6,179,674 6,179,674
Segment liabilities - 2,499,136 2,499,136
Total liabilities - 2,499,136 2,499,136
Cash flows from operations - (4,237,642) (4,237,642)
Cash flows from investing - (1,759,998) (1,759,998)
Cash flows from financing - 9,500,543 9,500,543
Capital expenditure - 1,776,097 1,776,097
Impairment losses - - -
Geographical segments Angola South Africa Sierra Leone Consolidated
Revenue from external customers - - - -
Segment assets 2,122,150 4,057,524 - 6,179,674
Cash flows from operations (2,828,032) (1,409,610) - (4,237,642)
Cash flows from investing (1,762,332) 2,334 - (1,759,998)
Cash flows from financing 4,208,434 5,292,109 - 9,500,543
Capital expenditure 1,762,332 13,765 - 1,776,097
Impairment losses - - - -
3. ACQUISITION OF SUBSIDIARY
On 31 May 2005, the Company acquired all the shares in Crown Diamonds NL ('Crown
'), an Australian listed entity, for £25,814,334, satisfied by the issue of
37,962,256 shares. Crown operated three diamond mines in the Republic of South
Africa and had an exploration interest in Sierra Leone. In the one month to the
30 June 2005 the subsidiary contributed a mining profit, before depreciation of
£413,732.
Effect of the acquisition
The acquisition had the following effect on the Group's assets and liabilities.
Crown's net assets at acquisition date: Book Values Fair value Carrying Values
Adjustments
Consolidated fair value of net assets of entity
acquired:-
Mineral properties 15,202,872 3,450,111 18,652,983
Plant and equipment 7,877,282 10,711,196 18,588,478
Exploration and evaluation 82,567 - 82,567
Cash assets 57,688 - 57,688
Inventories 754,136 - 754,136
Receivables 406,140 - 406,140
Receivables from related parties 133,083 - 133,083
Deferred tax liabilities (6,423,275) - (6,423,275)
Settlement of purchase consideration (3,849,972) - (3,849,972)
Bank loans - secured (805,554) - (805,554)
Bank loans - unsecured (2,439,659) - (2,439,659)
Convertible notes - secured (1,276,717) - (1,276,717)
Loans from directors of Crown (356,918) - (356,918)
Accruals and payables (929,409) - (929,409)
Interest on interest bearing liabilities (43,620) - (43,620)
Payables to related party (116,182) - (116,182)
Provision for rehabilitation (924,251) - (924,251)
Other provisions (527,209) - (527,209)
6,821,002 14,161,307 20,982,309
Goodwill 4,832,025
Consideration paid satisfied in shares 25,814,334
4. COST OF SALES 2005 2004
£ £
Raw materials and consumables used 395,958 -
Employee expenses 470,364 -
Depreciation of mining assets 249,394 -
Changes in inventory of finished goods (54,762) -
1,060,954 -
5. EXPLORATION EXPENDITURE 2005 2004
£ £
Employee expenses 994,315 479,350
Depreciation of exploration assets 340,966 44,402
Drilling costs 953,356 361,240
Equipment hire 570,305 120,010
Other exploration costs 940,666 1,494,981
3,799,608 2,499,983
6. OTHER OPERATING EXPENDITURE 2005 2004
£ £
Auditors' remuneration
- audit services 117,796 60,534
Amortisation of intangible assets 4,409 4,250
Depreciation of property plant and equipment 15,628 7,783
Operating lease rentals 187,822 216,548
Staff costs 967,310 537,839
Bid expenditure - 33,394
Impairment of intangible assets 73,710 -
Profit on disposal of property plant and equipment 866 -
Other charges 1,135,469 618,129
2,503,010 1,478, 477
In addition to the above, fees paid to the auditors during 2005
amounting to £121,099 in respect of non-audit services have been
charged to the share premium account as share issue costs.
7. NET FINANCING COSTS 2005 2004
£ £
On bank loans and overdrafts (29,395) (74)
Other debt finance costs (187,190) (113,626)
Foreign exchange losses (116,521) (148,226)
(333,106) (261,926)
Interest received 19,636 16,099
(313,470) (245,827)
8. LOSS PER SHARE 2005 2004
£ £
The calculation of loss per share is based on the loss for the
financial year of £11,319,283 (2004: £4,219,863) and on a
weighted average of 73,937,847 (2004: 56,682,704) ordinary shares
of 10p each in issue during the year.
Loss for the year 11,319,283 4,219,863
Shares Shares
Basic weighted average number of ordinary shares in issue 73,937,847 56,682,704
Pence Pence
Basic loss per share - pence (15.31) (7.45)
Due to the Group's loss for the year, the diluted loss per share
is the same as the basic loss per share
Weighted average number of ordinary shares
As at 1 July 2004 67,849,976 51,638,496
Effect of shares issued during the period 6,087,871 5,044,208
Weighted number at 30 June 2005 73,937,847 56,682,704
9. DIVIDENDS
The Directors do not recommend the payment of a dividend for the year.
10. ANNUAL REPORT AND ACCOUNTS
The results for the year ended 30 June 2005 are unaudited and do not constitute
statutory accounts. The Report and Accounts for the year ended 30 June 2004,
which include an unqualified Audit Report, are available from the Company's
headquarters at Elizabeth House, 9 Castle Street, St. Helier, Jersey, JE4 2QP.
Copies of the audited Report and Accounts for the year ended 30 June 2005 will
be posted to shareholders in October 2005.
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