| 8. |
Acquisition of associate |
| |
On 1 November 2008, the group acquired 26% of the issued share capital of Black Mountain Mining (Pty) Limited, which is included in the other base metals segment results, for R221 million.
The acquired business contributed an equity accounted loss of R189 million to the group for the period from
1 November 2008 to 31 December 2008. |
| 9. |
Business combinations |
| |
On 11 April 2008, the group acquired 76% of the issued share capital of Exxaro Madencilik Sanayi Ve Ticaret A.S., Turkey (Madencilik), which is included in the other segment results. The acquired business contributed nil revenue and R7 million operating loss to the group for the period from 11 April 2008 to 31 December 2008.
On 1 July 2008, the group acquired 100% of the issued share capital of Skyprops 112 (Pty) Limited, which is included in the other segment results. The acquired business contributed neither revenue nor operating profit to the group for the period from 1 July 2008 to 31 December 2008.
On 1 October 2008, the group acquired the assets and liabilities of the operations of Namakwa Sands which is included in the Mineral Sands segment results. The acquired business contributed R491 million revenue and
R155 million operating profits to the group for the period from 1 October 2008 to 31 December 2008.
Details of assets acquired are as follow: |
| |
|
Madencilik
Rm |
Skyprops
Rm |
Namakwa
Sands
Rm |
Total
Rm |
| |
– cash paid on acquisition |
(30) |
(65) |
(2 662) |
(2 757) |
| |
– purchase consideration outstanding |
|
|
(121) |
(121) |
| |
– fair value of assets acquired |
30 |
65 |
2 783 |
2 878 |
| |
Goodwill |
|
|
|
|
| |
Fair value of assets acquired |
|
|
|
|
| |
– property, plant and equipment |
|
65 |
2 207 |
2 272 |
| |
– intangible assets |
30 |
|
|
30 |
| |
– financial assets |
|
|
16 |
16 |
| |
– inventories |
|
|
399 |
399 |
| |
– trade and other receivables |
|
|
371 |
371 |
| |
– trade and other payables |
|
|
(148) |
(148) |
| |
– non-current provisions |
|
|
(62) |
(62) |
| |
Fair value of net assets |
30 |
65 |
2 783 |
2 878 |
| |
Total purchase consideration |
(30) |
(65) |
(2 783) |
(2 878) |
| |
Purchase consideration outstanding |
|
|
121 |
121 |
| |
Cash outflow on acquisition of subsidiaries and other business operations |
(30) |
(65) |
(2 662) |
(2 757) |
| 10. |
Net debt |
| |
Net debt is calculated as being interest-bearing borrowings less cash and cash equivalents. |
| 11. |
Contingent liabilities |
| |
Includes guarantees in the normal course of business from which it is anticipated that no material liabilities will arise. This includes guarantees to banks and other institutions. The increase in 2008 is mainly attributable to guarantees to the Department of Minerals and Energy in respect of environmental liabilities on immediate closure of mining operations. |
| 12. |
Contingent assets |
| |
An outstanding insurance claim of R135 million for the Furnace 2 incident at Exxaro TSA Sands (Pty) Limited for which it is probable that settlement will be received in the second half of 2009.
A surrender fee of R57 million in exchange for the exclusive right to prospect, explore, investigate and mine for coal within a designated area in central Queensland and Moranbah, conditional on the grant of a mining lease. |
| 13. |
Related-party transactions |
| |
During the period the company and its subsidiaries, in the ordinary course of business, entered into various sale and purchase transactions with associates and joint ventures.
These transactions were subject to terms that are no less favourable than those arranged with third parties. |
| 14. |
Post-balance sheet event |
| |
The directors are not aware of any matter or circumstance arising after the balance sheet date up to the date of this report, not otherwise dealt with in this report. |
| 15. |
JSE Limited Listings Requirements |
| |
The announcement has been prepared in accordance with the listings requirements of JSE Limited Listings Requirements. |
| 16. |
Corporate governance |
| |
The group complies in all material respects with the Code of Corporate Practice and Conduct published in the King II Report on Corporate Governance. |
| 17. |
Audit opinion |
| |
The auditors, Deloitte & Touche, have issued their opinion on the 31 December 2008. The audit was conducted in accordance with International Standards on Auditing. They have issued an unmodified audit opinion. A copy of their audit report is available for inspection at the office. These summarised financial results have been derived from the group financial statements and are consistent in all material respects with the group annual financial statements. |