TIDMAMBR
RNS Number : 6364A
Ambrian PLC
30 September 2015
LONDON, 30 September 2015
AMBRIAN PLC
Interim Results for the six months to 30 June 2015
Ambrian plc ("Ambrian" or the "Company" and, together with its
subsidiaries, the "Group") today announces its unaudited
consolidated results for the six months ended 30 June 2015.
Highlights
-- Completion of business combination with Consolidated General Minerals on 27 March 2015
-- Net asset value as at 30 June 2015 of US $44.46 million (31
December 2014 : US $29.21 million) equivalent to US 18.1 cents per
share (31 December 2014: US 29.0 cents)
-- Loss before tax: US $6.35 million including a US $2.23
million provision for potential losses in the metals trading
business (H1 2014: profit before tax of US $1.17 million)
-- Total equity at 30 June 2015: US $51.07 million (31 December
2014: US $29.15 million), the increase attributable to the purchase
of the cement business in Mozambique
-- Mechanical completion of the cement plant in Mozambique and
electrical connection to the national grid
Commenting on the results, Robert F. Adair, non-executive
Chairman, stated:
"The interim results clearly reflect a challenging economic
environment that translated into reduced volumes traded in our
metals activities combined with a sharp drop in the physical
premiums for most of the products we trade and more significantly
for semi-finished products. We have taken steps to reduce our
exposure to business lines that we believe are unlikely to show a
positive contribution in the next 12 months and are adjusting our
mix of services and products towards higher margin businesses.
Market conditions appear to be gradually improving and we expect
an increase in trading volumes and firming physical premiums for
the products we trade. Trading since 30 June 2015 has made a
positive contribution to gross profits and our target is to double
our gross margins on trading activities and wherever possible to
reduce turnaround time in our trades.
With our new cement plant in Mozambique, a significant milestone
was achieved earlier this month with the completion of our
dedicated substation and its connection to the national grid. The
hot commissioning of the mill section and process control sequences
of all sections of the plant are now underway and commercial
production will commence immediately after the successful
completion of this testing. We expect Cimentos da Beira to
contribute positively to the Group's results going forward."
Enquiries
Ambrian plc
Roger Clegg + 44 (0)20 7634 4700
Cenkos Securities plc
Neil McDonald + 44 (0)20 7397 8900
Nick Tulloch
Notes to Editors
Ambrian is active in the physical trading of industrial metals
and minerals. It sources and supplies a variety of commodities to
end users all over the world. Supported by its offices in London,
Shanghai, Taiwan, Singapore and a network of agents in North and
South America, Asia and the Middle East, Ambrian provides producers
and consumers with its marketing insight whilst emphasizing the
financing and risk management aspect of its trading and logistic
activities. Ambrian is also active in the cement business through
its majority interest in a clinker grinding facility in Mozambique.
Ambrian is quoted on the Alternative Investment Market of the
London Stock Exchange under the ticker symbol AMBR.
Further information on the Group is available on the Company's
website: www.ambrian.com or the website of Cimentos da Beira Lda:
www.cdb.co.mz.
Chairman's Statement
Total income for the Group for the six months ended 30 June 2015
was negative US $3.37 million on a turnover of US $0.92 billion (1H
2014: positive US $4.53 million on a turnover of US $1.53 billion).
Substantially all of this negative income was derived from the
Group's trading and logistics business where premiums on some
contracts with our customers were below premiums contracted with
our suppliers.
The loss before tax for the Group for the six months ended 30
June 2015 amounted to US $6.35 million (1H 2014: profit before tax
of US $1.17 million). Within this, trading and logistics reported a
loss before tax of US $5.95 million for the period compared with a
profit before tax of US $2.18 million for the equivalent period in
2014. A provision of US $2.23 million has been taken in the trading
results for the period to reflect the impact of possible continuing
adverse conditions in the trading of semi-finished products.
Trading and Logistics
As we reported in May this year, the first half of 2015 trading
conditions in most industrial metals and minerals continued to be
subdued following on from similar conditions in the last quarter of
2014. Softer economic conditions in the first half of 2015,
inventory drawdowns by customers and tighter credit availability in
China resulted in trading volumes down by approximately 40 per
cent. when compared with the same period in 2014. Continued focus
on operating costs and improving the mix of our business lines to
those commanding higher margins have, to some extent, mitigated the
challenges we have faced, in particular, the sharp reduction in
physical premiums affecting semi-finished products.
The principal issues faced by the business over the period have
been (i) little or no opportunities to arbitrage metal premiums,
(ii) copper backwardation combined with a build-up in inventories
resulting in increased finance and warehousing costs and (iii),
alleged frauds in two ports in China which unsettled trade finance
banks and resulted in some banks re-assessing their level of
exposure in commodity financing thus affecting market volumes.
The Company has implemented a number of actions to address these
challenging trading conditions. These include (i) the reduction in
inventories where practical and commercial to do so, (ii) marketing
semi-finished products in markets other than the markets in which
the Group has traditionally been active, (iii) increasing tolling
of concentrates into metal thus improving margins, and (iv),
entering into exclusive agency agreements with producers to
represent their metal brands in certain markets thus reducing the
risks associated with acting as a principal.
Cement operations
We previously announced the details of the transaction with
Consolidated General Minerals plc and the combination of our
businesses. This transaction completed on 27 March 2015 so this is
the first reporting period for which we report on the combined
businesses including the cement plant in Mozambique, Cimentos da
Beira ("CDB"). The directors have considered how this transaction
should be accounted for and having reviewed the criteria, have
determined that it should be accounted for as a business
combination.
On 30 July 2015, we announced the mechanical completion of the
cement plant in Beira. A further significant milestone has since
been achieved with the completion of the electricity substation and
its connection to the national grid.
To mitigate the impact of delay to commercial production of the
cement plant, the Company has taken certain steps such as (i) the
negotiation of payment terms on open account with suppliers of raw
materials, (ii) negotiation of additional working capital
facilities with local banks, (iii) rescheduling debt service under
the long term loans granted by the Industrial Development
Corporation of South Africa ("IDC"), (iv) scheduling longer payment
terms with the suppliers of equipment and services in Mozambique,
and (v), negotiating with the IDC their pro-rata participation in
the funding of the cost overruns that have been supported by the
Group to date.
Board changes
We announce today that Ed Marlow, who has served as a member of
the board of directors since February 2014, has resigned as a
non-executive director of the Company with immediate effect. Ed has
taken a position with an institution that does not allow him to sit
on outside boards. I would like to thank Ed for his valuable
contribution to the Company over the last year and a half and in
particular during the time running up to the merger and wish him
well in the future.
The Company is in the advanced stages of discussions to appoint
two new non-executive directors to the Board and a further update
will be issued in due course.
Current trading and future prospects
Trading and Logistics
Since the period end, the Company has taken steps to reduce its
exposure to business lines that we believe are unlikely to show a
positive contribution in the next twelve months and are adjusting
the Group's mix of services and products towards higher margin
businesses.
Market conditions appear to be gradually improving and we expect
to increase trading volumes and firming physical premiums for the
products we trade. Trading since 30 June 2015 has made a positive
contribution to gross profits.
Cement operations
The market for cement in central Mozambique remains strong and
is expected to grow in line with the country's GDP growth. Prices
have firmed since the beginning of the year as a result of local
demand and the collective appetite of cement producers not to
oversupply the market. However, this is mitigated to some extent by
the weakening of the local currency against the US dollar. To
ensure that early production is achieved on the best possible
commercial terms, we have recruited a commercial director who is
familiar with the cement market in central Mozambique and who has
assumed this role prior to commercial production.
To date, approximately 43,000 tonnes of raw materials have been
purchased which is sufficient for approximately two months of
forecast production. Commercial production will commence
immediately after the successful completion of the hot
commissioning of the mill and the sequence testing of all sections
of the plant. We expect the cement plant to be contributing
positively to the Group's results from next month onwards.
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:02 ET (06:02 GMT)
The Company has assumed that after an initial ramp up phase
average annual cement sales will reach approximately 30 per cent.
of the plant's rated capacity with cash margins ranging between 20%
and 30%.
Further details of the Group's financial performance over the
period are contained in the Financial Review which accompanies this
Statement.
Proposed Fundraising
In response to the various factors outlined above which continue
to impact our businesses, the Company proposes to shortly undertake
a fundraising of up to approximately GBP2.6 million with certain of
its existing shareholders, Directors and senior management in order
to cover the cost overruns for CdB and the Company's future general
working capital requirements. Under the proposed terms of the
fundraising, which have yet to be finalised and which, it is
expected, will be subject to the approval of shareholders in a
general meeting, the Company proposes to issue convertible loan
notes up to approximately GBP2.6 million, exercisable at 8 pence
per ordinary share and in respect of which interest will be payable
at a rate of 10 per cent. per annum, together with attached
warrants which will be exercisable at 1 pence per ordinary
share.
Robert Adair
Chairman
Financial Review
Overview
Total income for the Group was a negative US $3.37 million on
turnover of US $0.92 billion for the six months ended 30 June 2014
(H1 2014: US $4.53 million income on turnover of US $1.53
billion).
The loss before tax was US $6.35 million, compared with a profit
of US $1.17 million for the same period last year, reflecting a
sharp drop in physical premiums and reduced volumes traded
primarily in semi-finished products into the Asian and Middle East
markets.
The loss for the current period includes a provision of US $2.23
million relating to potential losses on the balance of our
contracts for semi-finished products for which premiums are not
expected to compensate us adequately against terms agreed with our
suppliers at the end of 2014.
Trading and Logistics
This activity reported a loss before tax for the period under
review of US $5.95 million (1H 2014: Profit of US $2.18 million
profit before taxes), the result of the challenging market
conditions in the first half of 2015 and the recording of the
provision of US $2.23 million mentioned above.
Turnover of US $921 million (1H 2014: US $1,528 million)
reflects lower commodity prices and volumes traded, volumes traded
being approximately 40 per cent. lower compared to the same period
in 2014.
The period has seen average copper prices per tonne drop from US
$6,446 in January 2015 to US $5,833 by the end of June 2015.
Expenses
Group administrative expenses were US $2.98 million for the six
months to 30 June 2015 (H1 2014: US $3.37 million), of which US
$0.85 million (H1 2014: US $1.02 million) was represented by Group
corporate overheads. Lower office costs associated with moving to
our new offices in the City of London have contributed to the lower
head office costs. Total headcount at 30 June 2015 was 62, an
increase of 31 since 30 June 2014, principally due to the inclusion
of the cement business.
Balance Sheet
Total assets were US $443 million at 30 June 2015 compared with
US $427 million at 30 June 2014. The majority of the increase is
due to the inclusion of the cement plant at fair market value in
"Non-current assets", offset to some extent by a reduction in
working capital assets in the trading business.
The Group's cash resources totalled US $11.98 million at 30 June
2015 compared with US $12.08 million at 30 June 2014.
Total equity before non-controlling interests was US $44.46
million at 30 June 2015 compared with US $29.21 million at 31
December 2014. Tangible net asset value per share was US 18.1 cents
per share (31 December 2014: US 29.0 cents). Tangible net asset
value per share is based on 245,357,299 ordinary shares outstanding
at 30 June 2015, excluding treasury shares, non-treasury shares and
shares held by the Ambrian Employee Benefit Trust (31 December
2014: 100,602,104 ordinary shares outstanding, excluding treasury
shares and shares held by the Ambrian Employee Benefit Trust). The
reduction in tangible net asset per share is partially attributable
to intra group holdings of Ambrian plc shares being treated as
non-treasury shares arising from the business combination with CGM
(Schweiz) AG and differences in the share price and exchange rate
prevailing at the completion of the transaction. The reduction is
also attributable to the losses incurred by the Company in the six
months to 30 June 2015.
Ambrian plc
Condensed Consolidated Statement of Comprehensive Income
(unaudited) (unaudited) (audited)
Six months Six months Year to
to 30 to 30 31 December
June 2015 June 2014 2014
US $000's US $000's US $000's
Turnover 920,691 1,528,402 2,885,069
Cost of Sales (924,647) (1,523,876) (2,877,276)
----------------------- --------------------------- -------------
Net revenue (3,956) 4,526 7,793
Investment portfolio
gains/(losses) 590 6 784
----------------------- --------------------------- -------------
Gross (loss)/profit (3,366) 4,532 8,577
Administrative expenses (2,984) (3,367) (6,571)
Exceptional items - acquisition
costs - - (904)
----------------------- --------------------------- -------------
Total administrative expenses (2,984) (3,367) (7,475)
(Loss)/profit before tax (6,350) 1,165 1,102
Taxation (23) (354) (574)
(Loss)/profit after tax (6,373) 811 528
----------------------- --------------------------- -------------
Other comprehensive (loss)/profit
Items that may be subsequently
reclassified
to
profit/(loss)
Exchange (loss)/profit arising
from
translation of
foreign operations (2,373) 104 (344)
----------------------- --------------------------- -------------
Total other comprehensive
(loss)/profit (2,373) 104 (344)
----------------------- --------------------------- -------------
Total comprehensive (loss)/profit (8,746) 915 184
======================= =========================== =============
(Loss)/profit attributable to:
Owners of parent (6,352) 810 518
Non-controlling interest (21) 1 10
(6,373) 811 528
----------------------- --------------------------- -------------
Total comprehensive (loss)/profit
attributable to:
Owners of parent (8,467) 914 174
Non-controlling interest (279) 1 10
(8,746) 915 184
----------------------- --------------------------- -------------
Earnings per share in USD cents:
Basic earnings per share (5.33) 0.81 0.51
Diluted earnings per share (5.33) 0.80 0.51
Ambrian plc
Condensed Consolidated Statement of Financial Position
(unaudited) (unaudited) (audited)
Six months Six months Year to 31
to 30 June to 30 June December
2015 2014 2014
US $000's US $000's US $000's
ASSETS
Non-current assets
Property, plant and equipment 70,024 456 442
Deferred tax asset 167 602 252
------------------ ------------ -----------
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:02 ET (06:02 GMT)
70,191 1,058 694
Current assets
Financial assets at fair value through
profit or loss 3,908 2,736 21,933
Inventory 325,228 311,198 329,545
Trade and other receivables 31,833 100,017 78,505
Cash and cash equivalents 11,985 12,076 9,661
------------------ ------------ -----------
372,954 426,027 439,644
Total assets 443,145 427,085 440,338
LIABILITIES
Current liabilities
Financial liabilities at fair value
through profit or loss - (3,443) -
Short-term borrowings (251,475) (278,379) (315,065)
Short-term liabilities under sale
and repurchase agreements (79,167) (33,602) (45,701)
Trade and other payables (32,769) (80,640) (50,209)
Current tax payable - (1,140) (216)
------------------ ------------ -----------
(363,411) (397,204) (411,191)
Long term liabilities
Deferred tax liability (8,492) - -
Long term loans (20,175) - -
------------------ ------------ -----------
Total liabilities (392,078) (397,204) (411,191)
Total net assets 51,067 29,881 29,147
================== ============ ===========
Capital and reserves
Share capital 20,120 17,665 17,665
Share premium 18,044 18,044 18,044
Merger relief reserve 24,770 - -
Shares to be issued 1,678 - -
Treasury shares (1,986) (1,986) (1,986)
Other reserves (5,181) - -
Retained earnings (5,850) 795 502
Employee benefit trust (11,446) (11,446) (11,446)
Share based payment reserve 8,052 8,052 8,052
Exchange reserve (3,741) (1,178) (1,626)
------------------ ------------ -----------
Total equity attributable to the
owner of the parent 44,460 29,946 29,205
Non-controlling interest 6,607 (65) (58)
Total equity 51,067 29,881 29,147
================== ============ ===========
Ambrian plc
Condensed Consolidated statement of Changes in Equity
Total equity
Shares Share attributable
Share Merger to based Employee to the
Share premium relief be Treasury Non-treasury Retained payments benefit Exchange owner of Non-controlling Total
capital account reserve issued shares shares earnings reserve trust reserve the parent interest equity
US US $000's US $000's US US $000's US $000's US $000's US $000's US $000's US $000's US $000's US $000's US $000's
$000's $000's
Balance at 31
December
2013 17,665 18,044 - - (1,986) - (16) 8,052 (11,446) (1,282) 29,031 (66) 28,965
-------- ---------- ---------- ------- ---------- ------------- ---------------------- ---------- ---------- ---------------------- ------------- ----------------- ----------
Comprehensive
income
Profit for the
year - - - - - - 811 - - - 811 1 528
Foreign
currency
adjustments - - - - - - - - - 104 104 - (346)
-------- ---------- ---------- ------- ---------- ------------- ---------------------- ---------- ---------- ---------------------- ------------- ----------------- ----------
Total
comprehensive
income/(loss)
for
the year - - - - - - 811 - - 104 915 1 182
Transactions
with
owners - - - - - - - - - - - - -
Balance at 30
June
2014 17,665 18,044 - - (1,986) - 795 8,052 (11,446) (1,178) 29,946 (65) 29,881
======== ========== ========== ======= ========== ============= ====================== ========== ========== ====================== ============= ================= ==========
Comprehensive
income
Profit for the
year - - - - - - (293) - - - (293) 10 (283)
Foreign
currency
adjustments - - - - - - - - - (448) (448) (3) (451)
-------- ---------- ---------- ------- ---------- ------------- ---------------------- ---------- ---------- ---------------------- ------------- ----------------- ----------
Total
comprehensive
income for
the year - - - - - - (293) - - (448) (741) 7 (734)
Transactions
with
owners - - - - - - - - - - - - -
Balance at 31
December
2014 17,665 18,044 - - (1,986) - 502 8,052 (11,446) (1,626) 29,205 (58) 29,147
======== ========== ========== ======= ========== ============= ====================== ========== ========== ====================== ============= ================= ==========
Comprehensive
income
Loss for the
year - - - - - - (6,352) - - - (6,352) (21) (6,616)
Foreign
currency
adjustments - - - - - - - - - (2,115) (2,115) (258) (2,131)
-------- ---------- ---------- ------- ---------- ------------- ---------------------- ---------- ---------- ---------------------- ------------- ----------------- ----------
Total
comprehensive
income for
the year - - - - - - (6,352) - - (2,115) (8,710) (279) (8,747)
Arising on
issuance
of
convertible
securities - - - - - (5,181) - - - - (5,181) - (5,181)
Arising on
acquisition
fair value - - - - - - - - - - - 6,944 6,944
Share issuance
costs - - (1,296) - - - - - - - (1,296) - (1,296)
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:02 ET (06:02 GMT)
Issuance of
Convertible
securities 2,455 - 26,066 1,678 - - - - - - 30,199 - 30,199
-------- ---------- ---------- ------- ---------- ------------- ---------------------- ---------- ---------- ---------------------- ------------- ----------------- ----------
Transactions
with
owners 2,455 - 24,770 1,678 - (5,181) - - - - 23,722 - 30,666
Balance at 30
June
2015 20,120 18,044 24,770 1,678 (1,986) (5,181) (5,850) 8,052 (11,446) (3,741) 44,217 6,607 51,067
======== ========== ========== ======= ========== ============= ====================== ========== ========== ====================== ============= ================= ==========
Ambrian plc
Condensed Consolidated Statement of Cashflows
Year to Year to Year to 31
30 June 30 June December
2015 2014 2014
US $ 000's US $ 000's US $ 000's
Profit for the year (6,373) 812 528
Adjustments for:
Depreciation of property, plant and equipment 38 7 52
Write off of old property, plant and equipment - 61 -
Foreign exchange loss/(gains) (26) (175) (533)
Taxation expense 23 354 574
Realised (gain)/loss on financial assets
designated at fair value - (18) (18)
Proceeds of sale from disposal of financial
assets at fair value through profit and
loss - 239 -
Subscription in existing financial assets
designated at fair value through profit
and loss - - (766)
Decrease/(increase) in inventories 4,317 (102,326) (120,673)
Decrease/(increase) in trade and other
receivables 49,143 (40,383) (17,777)
Unrealised (losses)/gains on financial
liabilities at fair value - 1,072 (2,371)
Unrealised (losses)/gains on financial
assets at fair value 13,911 (792) (19,224)
Decrease/ (increase) in trade and other
payables (19,025) 29,544 (1,471)
Loss on disposal of property, plant and
equipment - - 49
----------- ----------- -----------
Cash (used)/generated in operations 42,008 (111,605) (161,631)
Taxation (paid) (216) - (1,094)
Net cash flow (used)/generated in operating
activities 41,792 (111,605) (162,725)
----------- ----------- -----------
Investing activities
Purchase of property, plant and equipment (3,504) (451) (488)
Acquisition of subsidiary, net of cash
acquired 424 - -
Disposal of property, plant and equipment - 10 14
-----------
Net cash (used)/ generated in investing
activities (3,080) (441) (474)
----------- ----------- -----------
Financing activities
Increase/(decrease) in short term liabilities
under sale and repurchase agreements 33,466 547 12,646
Increase/(decrease) in short term borrowings (66,046) 101,489 138,175
Increase/(decrease) in long term borrowings (2,521) - -
Share issue costs on acquisition (1,296) - -
Net cash (used)/generated in financing
activities (36,397) 102,036 150,821
----------- ----------- -----------
Net (decrease) in cash and cash equivalents 2,315 (10,010) (12,377)
Cash and cash equivalents at the beginning
of the year 9,661 22,075 22,075
Effect of foreign exchange rate differences
on cash and cash equivalents 9 11 (37)
Cash and cash equivalents at the end of
the year 11,985 12,076 9,661
=========== =========== ===========
Notes to the Condensed Consolidated Interim Financial
Statements
1. Basis of preparation
The condensed interim financial statements are for the six
months ended 30 June 2015. The financial information set out in
these condensed interim financial statements does not constitute
statutory accounts as defined in Section 434(3) of the Companies
Act 2006. The condensed interim financial statements should be read
in conjunction with the condensed consolidated financial statements
of the Group for the year ended 31 December 2014 which have been
prepared in accordance with International Financial Reporting
Standards as adopted by the European Union ("IFRSs"). The auditor's
report on those financial statements was unqualified and did not
contain a statement under s.498(2) or s.498(3) of the Companies Act
2006.
The accounts for the period have been prepared in accordance
with International Accounting Standard 34 "Interim Financial
Reporting" ("IAS 34") and the accounting policies are consistent
with those of the annual financial statements for the year ended 31
December 2014, unless otherwise stated, and those envisaged for the
financial statements for the year ended 31 December 2015.
These condensed interim financial statements have been reviewed
by BDO LLP, but not audited.
The Group's results are not materially affected by seasonal
variations.
The Directors have prepared forecasted cash flows for the
forthcoming twelve months which demonstrate the Group can operate
within existing working capital. These forecasts assume the cement
plant in Mozambique is commissioned on schedule and runs smoothly
in the early stages. The Group are in advanced negotiations with
certain shareholders to raise additional funds which would provide
additional comfort should costs overrun or commissioning be
delayed.
The interim financial statements were approved by the Directors
on 29 September 2015 and copies are available to the public free of
charge from the Company at 62-64 Cornhill, London EC3V 3NH during
normal office hours, Saturdays, Sundays and Bank Holidays except,
for 14 days from today.
2. Segmental Analysis
The Group has four reportable segments attributable to its
continuing operations including Head office:
-- Trading & logistics: comprises Ambrian Metals Limited and
its subsidiary companies, a physical metals and minerals
merchant.
-- Cement operations: comprises Cimentos da Beira, a cement mill located in Beira, Mozambique.
-- Investment portfolio: comprises the Group's principal
investment portfolio held in Ambrian Principal Investments
Limited.
-- Head office: principally relates to overheads incurred in
operating the public limited company, providing support functions
to the operating businesses and includes the remuneration of the
Directors of Ambrian plc.
Total income disclosed below includes investment and other
income. The investment portfolio includes realised and unrealised
gains on financial assets.
Six months to 30 Cost of
June 2015 Turnover Sales Revenue Gross(loss)/profit
US $000's US $000's US $000's US $000's
Trading & logistics 920,561 (924,528) (3,966)
Cement operations 130 (119) - 11
Investment Portfolio - - 590 590
Head office - - - -
Total 920,691 (924,647) 590 (3,366)
========== ============ ========== ===================
Six months to 30 Cost of
June 2014 Turnover Sales Revenue Gross(loss)/profit
US $000's US $000's US $000's US $000's
Trading & logistics 1,528,402 (1,523,876) - 4,526
Cement operations - - - -
Investment Portfolio - - 6 6
Head office - - - -
Total 1,528,402 (1,523,876) 6 4,532
========== ============ ========== ===================
Year to 31 December Cost of
2014 Turnover Sales Revenue Gross(loss)/profit
(MORE TO FOLLOW) Dow Jones Newswires
September 30, 2015 02:02 ET (06:02 GMT)
US $000's US $000's US $000's US $000's
Trading & logistics 2,884,979 (2,877,276) - 7,703
Cement operations - - - -
Investment Portfolio - - 784 784
Head office 90 - - 90
Total 2,885,069 (2,877,276) 784 8,577
========== ============ ========== ===================
Six months Six months Year to 31
to 30 June to 30 June December 2014
2015 2014
(Loss)/profit before US $000's US $000's
tax US $000's
Trading & logistics (5,945) 2,179 2,542
Cement operations (103) - -
Investment portfolio 550 6 784
Head office (852) (1,020) (1,320)
Exceptional items - - (904)
(6,350) 1,165 1,102
============ ============ ===============
As at 30 June As at 30 June Year to 31
2015 2014 December 2014
US $000's US $000's US $000's
Total assets
Metals trading 376,143 423,415 436,565
Cement operations 66,643 - -
Investment Portfolio 223 390 328
Head office 136 3,280 3,445
443,145 427,085 440,338
============== ============== ===============
Total liabilities
Metals trading 360,661 395,928 410,951
Cement operations 30,932 - -
Investment Portfolio - 1 1
Head office 486 1,275 239
392,078 397,204 411,191
============== ============== ===============
Six months Six months Year to 31
to 30 June to 30 June December 2014
2015 2014
US $000's US $ 000's US $000's
Turnover Turnover Turnover
Eastern Asia 395,841 1,054,597 2,042,216
Western Asia 349,813 382,101 286,480
South East Asia 101,262 - -
Eastern Europe - - -
Other 73,645 91,704 556,373
Six months Six months Year to 31
to 30 June to 30 June December 2014
2015 2014
US $000's US $000's US $000's
Customer A 172,145 200,221 432,878
Customer B - 144,293
Other 748,546 1,328,181 2,307,898
3. Cash and cash equivalents
Within cash and cash equivalents there is restricted cash of US
$9,021,131 (30 June 2014: US $1,905,507). Of this US $2,500,000 (30
June 2014: nil) was held as security for a letter of credit granted
for the benefit of the cement operations. The residual is deposits
held with banks and brokers in the metals trading business to cover
any potential adverse market price movements.
4. Earnings per share
The calculation of the basic earnings per share is based on the
earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year,
excluding shares held in the Employee Benefit Trust on 30 June 2015
of 6,259,046 (2014: 6,259,046), Treasury shares of 30 June 2015 of
4,500,058 (2014: 4,500,058) and Non-treasury shares on 30 June 2015
of 30,507,027 (2014: nil).
Reconciliations of the earnings and weighted average number of
shares used in the calculations are set out below.
Six months Six months Year to 31
to 30 June to 30 June December
2015 2014 2014
US $000's US $000's US $000's
(Loss)/profit attributable to shareholders (6,353) 810 518
Diluted (loss)/profit attributable
to shareholders (6,353) 810 518
Weighted average number of shares 119,218,898 100,602,104 100,602,104
Dilutive effect of share options - 137,617 -
Basic earnings per share US $ cents (5.33) 0.81 0.51
Diluted earnings per share US $
cents (5.33) 0.80 0.51
5. Financial instruments
As at 30 June 2015 As at 30 June 2014
Loans and At fair Loans and At fair
Receivables value through Receivables value through
at amortised profit or at amortised profit or
cost loss Total cost loss Total
US $000's US $000's US $000's US $000's US $000's US $000's
Financial assets
Cash and cash
equivalents 11,985 - 11,985 12,076 - 12,076
Trade receivables
- current 31,438 - 31,438 99,545 - 99,545
Other receivables
- current 395 - 395 130 - 130
Financial assets
at fair value
through
profit or loss -
equities - 191 191 - 2,736 2,736
Financial assets
at fair value
through
profit or loss -
derivatives - 3,717 3,717 - - -
Total 43,818 3,908 47,726 111,751 2,736 114,487
============== =============== ========= ================ =============== ========
As at 30 June 2015 As at 30 June 2014
Trade and At fair Trade and At fair
other value other value through
payables through payables profit or
at profit or at loss
amortised loss amortised
cost Total cost Total
US $000's US $000's US $000's US $000's US $000's US $000's
Financial
liabilities
Trade
payables 9,181 - 9,181 13,762 - 13,762
Other
payables
- current 2,855 - 2,855 197 - 197
Short term
borrowings 251,475 - 251,475 278,379 - 278,379
Accruals and
deferred
income - 20,733 20,733 - 66,680 66,680
Short term
liabilities
under sale
and
repurchase
agreements 79,167 - 79,167 33,602 - 33,602
Financial
liabilities
at fair
value
through
profit
or loss-
derivatives - - - - 3,443 3,443
Long term
loans 20,175 - 20,175 - - -
Total 362,853 20,733 383,586 325,940 70,123 396,063
============ ============= ========== ============ ====================== ======================
Financial assets and financial liabilities are classified in
their entirety into only one of three levels.
The fair value hierarchy has the following levels:
-- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities
-- Level 2 - inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from
prices)
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-- Level 3 - inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
Level 1 Level 2 Level 3
As at 30 June 2015 2014 2015 2014 2015 2014
US $000's US $000's US $000's US $000's US $000's US $000's
Financial assets
Equity investments - 2,528 - 191 208
Derivative financial 3,717 - - - - -
assets
Total 3,717 2,528 - - 191 208
========== ========== ========== ========== ========== ==========
US $000's US $000's US $000's US $000's US $000's US $000's
Financial liabilities
Accruals and
deferred income 20,733 66,680 - - - -
Derivative financial - - - 3,443 - -
liabilities
(designated
hedge instruments)
Total 20,733 66,680 - 3,443 - -
========== ========== ========== ========== ========== ==========
6. Non-controlling interest
The non-controlling interest disclosed in the condensed
consolidated statement of comprehensive income and condensed
consolidated statement of financial position represents
-- A 20% economic interest in Cimentos da Beira ("CdB"), whose
principal asset is in Mozambique. This 20% interest is held by the
Industrial Development Corporation of South Africa Limited ("IDC")
by means of a convertible loan agreement whereby the IDC has an
option to subscribe for 20% of the issued share capital of CdB.
-- A 20% minority interest in Ambrian Resources AG held by shareholders other than Ambrian plc.
7. Business combination of Consolidated General Minerals (Schweiz) AG
On 17 February 2015 Ambrian announced that it had entered into a
conditional agreement relating to the merger of Ambrian's Swiss
subsidiary, Ambrian Metals Limited, with CGM Schweiz (which owns a
newly constructed cement manufacturing plant in the port of Beira,
Mozambique), pursuant to a 'merger by absorption' process governed
by Swiss law and a subsequent acquisition by Ambrian plc of the
shareholding of Consolidated General Minerals Plc (now in
liquidation) ("CGM") in the resulting Swiss merged entity, together
with all the indebtedness of the CGM Schweiz Group owed to CGM.
On 6 March 2015 the deal was approved by a majority shareholding
of both entities, and by 27 March 2015 the deal was declared
unconditional with all conditions precedent having been met. This
is considered the acquisition date. On the same day two directors
of CGM were appointed to the board of Ambrian plc, Robert Adair
(now Chairman) and Jean-Pierre Conrad (now Chief Executive
Officer).
The merger serves a strategic purpose in diversifying Ambrian's
revenue stream. The Group will now have an operating asset, and has
further exposure to the fast growing and developing market of
Mozambique. Further it helps increase Ambrian's shareholder base,
and consequent prospects of additional liquidity in share trading
and improving the Group's profile with institutional investors.
We previously announced the details of the transaction with CGM
and the combination of our businesses. This is the first reporting
period for which we report on the combined businesses including the
cement plant in Mozambique, owned by CdB. The directors have
considered how this transaction should be accounted for and having
reviewed the criteria, have determined that it should be accounted
for as a business combination.
Details of the fair value of identifiable assets and liabilities
acquired (excluding the holding in Ambrian plc previously held by
CGM), and purchase consideration are as follows:
(Provisional) (Provisional) (Provisional)
Book value Fair value Fair value
at 31 March uplift at 31 at 31 March
2015 March 2015 2015
US $ 000's US $ 000's US $ 000's
Property, plant and equipment 40,132 26,538 66,670
Land 768 - 768
Trade and other receivables 2,659 - 2,659
Cash and cash equivalents 424 - 424
Loan and overdraft facilities (25,151) - (25,151)
Trade and other payables (1,391) - (1,391)
Deferred tax liability - (8,492) (8,492)
Non-controlling interest - (6,944) (6,944)
-------------- ---------------- --------------
Total net assets 17,441 11,102 28,543
============== ================ ==============
Fair value of consideration payable
No. of Convertible At 31 March
Securities 2015
US $ 000's
(Provisional)
Initial Convertible Securities (converted) 165,020,739 28,522
Second Tranche Deferred Convertible
Securities 9,707,102 1,677
Total consideration 174,727,841 30,199
------------------------ --------------
Less Investment acquired in Ambrian Plc previously
held by CGM 1,657
28,542
==============
The value applied to the equity to be issued is based on Ambrian
plc's closing price (11.62 pence) and USD closing exchange rate
(USD/GBP 1.4874) on the day the transaction completed (27 March
2015).
Details of the Convertible Securities in relation to the
merger
The 165,020,739 Initial Convertible Securities of GBP0.01 each
in Ambrian plc were issued on 8 May 2015, as anticipated and upon
their immediate subsequent distribution to CGM shareholders,
automatically converted into 165,020,739 Ordinary Shares in Ambrian
plc.
The 19,414,205 First Tranche Deferred Convertible Securities of
GBP0.01 each in Ambrian plc were also issued on 8 May 2015 but
(notwithstanding their immediate subsequent distribution to CGM
shareholders) were not converted into Ordinary Shares in Ambrian
plc, as the condition for such conversion (mechanical completion of
the Beira cement plant) was not satisfied by the long stop date for
satisfaction of that condition (15 May 2015) - and so automatically
on that date converted into 19,414,205 special deferred shares of
GBP0.01 each in Ambrian plc.
The 9,707,102 Second Tranche Deferred Convertible Securities of
GBP0.01 each in Ambrian plc were also issued on 8 May 2015 and, in
accordance with their terms, will as a result of their immediate
distribution to CGM Shareholders convert into 9,707,102 Ordinary
Shares in Ambrian plc conditional upon the final dissolution of
CGM.
8. Share Capital and Share Premium
As part of the process of the merger as described in note 7
above, Ambrian changed the par value of its ordinary shares from 10
pence to 1 pence. The share capital and share premium account are
now as follows:
As at 30 As at 30 As at 31 December
June 2015 June 2014 2014
Authorised 1p each 10p each 10p each
Ordinary shares 424,727,841 250,000,000 250,000,000
Called up, allotted and fully
paid
Ordinary shares 276,381,947 111,361,208 111,361,208
Deferred shares at 9p 111,361,208 - -
Convertible Securities
Second Tranche Deferred Convertible 9,707,102 - -
Securities
------------ ---------------------- ----------------------
397,450,257 111,361,208 111,361,208
Value in US $ 000's 20,120 17,665 17,665
============ ====================== ======================
9. Related party disclosures
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