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directors' report

PROFILE

Business of the company

Impala Platinum Holdings Limited (Implats/company/group) is principally in the business of producing and supplying platinum group metals (PGMs) to industrial economies. The company's holdings in various mining and exploration activities as at 30 June 2005 are described below:

      
 Effective 
 CompanyShort nameInterest %Activity 
      
 
Impala Platinum LimitedImpala100PGM mining, processing and refining and sale
of resultant PGM metals
Impala Refining Services LimitedIRS100Purchase of concentrate, and/or smelter matte.
Processing of concentrate and matte smelting
and refining, and sale of resultant metals
and toll-refining.
Marula Platinum LimitedMarula100*PGM mining
Zimplats Holdings LimitedZimplats86.9PGM mining
Mimosa Investments LimitedMimosa50PGM mining
Two Rivers Platinum (Pty) LimitedTwo Rivers45PGM mining
Aquarius Platinum (South Africa) (Pty) LimitedAQP(SA)20PGM mining
Aquarius Platinum LimitedAquarius Platinum8.6PGM mining
* subject to 20% participation by empowerment partners

CAPITAL

Authorised capital

The company's authorised share capital of 100,000,000 ordinary shares of 20 cents each remained unchanged during the year.

Issued capital

During the year 224,018 new ordinary shares were issued in terms of the Implats share option scheme. Following these allotments, the issued capital of the company was 66,845,195 ordinary shares of 20 cents each (2004: 66,621,177).

In terms of a resolution passed at the last annual general meeting, 10% of the unissued share capital is under the control of the directors until the forthcoming annual general meeting. Shareholders granted a general authority for the company or any of its subsidiaries to acquire up to 10% of the shares issued by the company in terms of the Companies Act and the Listing Requirements of the JSE Limited (JSE).

The resolution proposed at the last general meeting to authorise the directors to issue up to 15% of the company's share capital for cash was withdrawn from the meeting, due to proxy votes indicating a resistance to approve this authority.

The general authority to acquire up to 10% of the shares issued by the company expires at the forthcoming annual general meeting. Shareholders will be asked to consider a resolution renewing this general authority. The proposed resolution is set out in the notice convening the annual general meeting.

Treasury shares

The group acquired 1,230,622 (1,84%) of its own shares in terms of an approved share buy-back scheme, through purchases on the JSE for an amount of R613 million (2004:nil). The shares are held as "treasury shares" by a subsidiary.

Share option scheme

The directors are authorised to issue, allot or grant options to acquire up to a maximum of 2,177,000 ordinary shares in the unissued share capital of the company in terms of employee share options schemes. Details of participation in the share option scheme are set out in Note 13 of the financial statements.

In line with recent remuneration developments, the group will no longer offer employees any further options under the existing Share Incentive Scheme, but will pay relevant employees a fully taxable bonus based on the increase in the share price. Employees' interests will still be aligned with those of shareholders but without any dilutionary effect.

The rules governing the quantum and timing of benefits to be delivered to employees under the new bonus scheme will be no different from those under the existing Share Incentive Scheme.

The trustees of the share option scheme are Ms NDB Orleyn and Messrs JM McMahon and JV Roberts.

Shareholding in the company

The issued capital of the company is held by public and non-public entities as follows:

         
  Number of shares 
  (000s)% 
       
 
Public64,47296,5
Non-public2,3733.5
Directors650.1
Trustees of share scheme770.1
Right to appoint a director1,0001.5
Treasury shares1,2311.8
Total66,845100,0

The following shareholders beneficially hold more than 5% of the issued share capital:

         
  Number of shares 
  (000s)% 
       
 
Public Investment Corporation4,0326.0
Old Mutual Group3,8995.8
Tegniese Mynbeleggings Beperk (Remgro Limited)3,3365.0

INVESTMENTS

Zimplats Holdings Limited

The company owns 86.9% of Zimplats Holdings Limited (Zimplats). During the year, Implats swopped its 30% direct holding in Zimbabwe Platinum Mines (Pvt) Limited (Zimbabwe Mines) for an additional 14,873,160 shares in Zimplats (2.8%) resulting in Zimbabwe Mines becoming a fully owned subsidiary of Zimplats.

In addition, Implats acquired an additional 1% shareholding in Zimplats for R17.1 million (AU$3.7 million), increasing the group's holding to 86.9%.

In June 2005, the name of Zimbabwe Platinum Mines Limited was changed to Zimplats Holdings Limited and Makwiro Platinum Mines (Pvt) Limited changed its name to Zimbabwe Platinum Mines (Pvt) Limited.

A schematic of the above changes is set out below.

Zimplats Holdings Limited [schematic]

Mimosa Holdings (Pvt) Limited (Mimosa)

The company holds a 50% shareholding in Mimosa with the balance held by Aquarius Platinum Limited.

Two Rivers Platinum

The company owns a 45% interest in Two Rivers Platinum (Pty) Limited with the balance held by African Rainbow Minerals Resources (ARM) Limited. During the year, following the completion of a successful trial mining phase, it was decided to proceed with a 220,000 PGM ounce per year project. Capital expenditure was estimated at R1.2 billion to commissioning. R600 million finance has been secured through ABSA and Nedbank with the balance being contributed by the two equity partners in the shareholding ratio. Implats will contribute R270 million and ARM R330 million towards the project capital.

Aquarius Platinum Limited

The company holds an 8.6% interest in Aquarius Platinum Limited (Aquarius). Aquarius is listed on the Australian Stock Exchange, London Stock Exchange and the JSE.

Aquarius Platinum (South Africa) (Pty) Limited

As a result of an Aquarius Platinum BEE transaction, Implats' shareholding would have reduced from 25% to less than 20%. To prevent this, Implats invested an amount of R71.5 million in equity and a shareholder loan to maintain the effective holding at a 20% level post the BEE transaction.

Lonplats

The company entered into an agreement with Lonmin plc in terms of which the company sold its 27.1% shareholding in Eastern Platinum Limited and Western Platinum Limited (collectively known as Lonplats), to Lonmin plc (18.1%) and a number of HDSAs, being Andisa Capital, Dema Group and Vantage Capital (9%), for a total of $794.5 million, thereby facilitating the formation of a newly established BEE company, Incwala Resources (Pty) Limited (Incwala).

The terms and conditions of the transaction were as follows:

  • The sale by Implats to Lonmin plc of 18.1% of Lonplats for $554.4 million.
  • The sale by Implats to a consortia of HDSAs of 9% of Lonplats for $240.1 million.
  • Vendor finance of $95 million on favourable terms repayable over five to seven years was provided to the consortia of HDSAs
  • Lonmin indemnified Implats for the capital repayment of the vendor financing – $68 million repaid after five years and $27 million after seven years
  • The HDSA consortia sold their shareholding to a newly-formed company, Incwala Resources, in exchange for $240.1 million in cash and shares
  • Lonplats sold half of the 18.1% shareholding in Lonplats (ie 9%) acquired from Implats to Incwala for a consideration of $240.1 million in cash and shares.

The dollar proceeds of the sale realised R4.9 billion and the loans to various BEE companies amounted to R617.5 million.

The loans are structured into interest-bearing and interest-free portions. The interest-bearing loans bear interest in years 3 and 4 at the Johannesburg Interbank Acceptance Rate (JIBAR) plus 1%; in year 5 at JIBAR plus 2%; and thereafter at JIBAR plus 3%.

The profit on disposal of Lonplats, of R3.2 billion, is included in profit for the year.

Marula Platinum

The original mining plan to mine the UG2 reef using a mechanised bord-and-pillar mining method proved to be unsuccessful due to the undulating and steep dip of the UG2 reef in the area. A new mining method as conventionally used at Impala Platinum's operations is accordingly being employed.

The financial and operating assumptions on which the previous estimates were based have deviated materially to the extent that an impairment charge of R1.0 billion is necessary. Exchange rate appreciation coupled with changes in dollar metal prices and higher capital requirements contributed to the impairment charge.

An impairment charge of R1.0 billion is included in profit for the year (R850 million net of taxation).

Ambatovy

The company has undertaken to contribute up to $60 million towards the Ambatovy feasibility study on the 60,000 tonne nickel and 5,600 tonne cobalt per annum project in Madagascar and Springs, South Africa. Implats and Dynatec Corporation of Canada each hold a 37.5% stake and Sumitomo Corporation of Japan a 25% stake in the project. Completion of the feasibility study is expected by February 2006.

FINANCIAL AFFAIRS

Results for the year

The results for the year are fully dealt with in the financial statements forming part of the annual report.

Accounting policies

During the year the accounting polices were amended to incorporate IFRS2 which recognises share options granted and dispenses the cost thereof through the income statement. Refer to note 1.2 in the financial statements for further details on changes to accounting policies.

Dividends

An interim dividend (No 74) of 500 cents per share was declared on 17 February 2005, and a final dividend (No 75) of 1,800 cents per share was declared on 26 August 2005, payable on 26 September 2005, giving a total of 2,300 cents per share (2004: 2,100 cents per share). These dividends amounted to R1,535 million for the year (2004:R1,395 million).

Capital expenditure

Capital expenditure for the year amounted to R1,992 million (2004: R1,822 million).

The estimated R2,637 million capital expenditure by Implats envisaged for FY2006 will be funded from internal resources and, if appropriate, borrowings.

Post-balance sheet events

No material events have occurred since the date of these financial statements and the date of approval thereof, the knowledge of which would affect the ability of the users of these statements to make proper evaluations and decisions.

Going concern

The financial statements have been prepared using the appropriate accounting policies, supported by reasonable and prudent judgements and estimates. The directors have a reasonable expectation that the group has adequate resources to continue as a going concern in the foreseeable future.

Associated and subsidiary companies

Information regarding the company's associated companies is given in Note 6 and regarding subsidiaries in Annexure A, both to the financial statements.

Property

Details of the freehold and leasehold land and buildings of the various companies are contained in registers, which are available for inspection at the registered offices of those companies.

DIRECTORATE

Composition of the Board

The Board comprises seven independent directors, one non-executive director and four executive directors.

During the year, the following directors resigned or retired from the Board:

DirectorsDate of retirement/resignation
RSN Dabengwa1 November 2004
PG Joubert29 October 2004
MF Pleming31 December 2004
DM O'Connor18 February 2005

No new appointments were made during the year.

The directors retiring at the next general meeting are Ms MV Mennell, and Messrs DH Brown, TV Mokgatlha and LJ Paton, who being eligible offer themselves for re-election.

Interest of directors

The interests of directors in the shares of the company were as follows and did not individually exceed 1% of the issued share capital or voting control of the company.

      
         Direct      Indirect 
  As at 30 June2005200420052004 
       
 
Beneficial65,36562,745500240
Directors
DH Brown10,00010,000
CE Markus18,01118,011
MV Mennell7,7267,726
LJ Paton9,000 9,000100100
LC van Vught400140
Senior management20,62818,008
 Non-beneficial 

The remuneration of the directors, secretary and senior management for the year under review was as follows:

Fixed remuneration

         
  30 June 2005 (R000s)FeesPackageRetirement FundsOther BenefitsTotal 
        
 
Executive directors
KC Rumble3,5763752284,179
DH Brown2,064217532,334
CE Markus1,688338172,043
LJ Paton1,597254261,877
Secretary
R Mahadevey1,009106461,161
 Senior management8,3401,2033469,889 

          
  Directors'AuditRemunerationHSENomination 
  30 June 2005 (R000s)feesCommitteeCommitteeCommitteeCommitteeTotal 
         
 
Non-executive directors
FJP Roux *519519
PG Joubert*†230230
RS Dabengwa†501363
JM McMahon1506098308
MV Mennell15075135360
TV Mokgatlha15060210
K Mokhele15053203
DM O'Connor†9531126
NDB Orleyn15053203
MF Pleming†756830173
JV Roberts15075135360
LC van Vught150180330
  2,0193902482102183,085 
* includes attendance at all Board Committee meetings.
† pro-rated as not on the Board for the full year.

Variable remuneration

        
  Gains on share options 
  30 June 2005 (R000)Leave encashmentBonusexercisedTotal 
             

 

Executive directors
KC Rumble2,3015,7498,050
DH Brown1641,0311,7852,980
CE Markus 8982,3303,228
LJ Paton1,279 7761,3283,383
Secretary
R Mahadevey434319753
Senior management1,5223,3975,29410,213
Total2,9658,83716,80528,607

An additional amount equivalent to the annual bonus is paid for each individual as a Preferred Compensation payment. The payment is taxed then invested into an endowment policy. The company contributes for up to five years and entitlement only vests provided the employee is still in the service of a group company.

Details of share options and share appreciation bonus options outstanding and exercised by the executive directors, secretary and senior management are as follows:

Click to view Balance sheets statistics (for the years ended 30 June)
Click to enlarge

  The gains on share options exercised are as follows: 
  Number of sharesAllocationMarket price atGain on share 
 NamePurchasedSoldTotalprice (R)time of sale (R)options (R000s) 
 
Executive directors
KC Rumble11,00011,000281.00507.172,488
   11,00011,000281.00577.413,261 
DH Brown1,5501,550146.00512.26568
1,1751,175200.00512.26367
1,1751,175200.00542.15402
   2,2622,262344.00542.15448 
CE Markus1,3751,375146.00532.76532
1,8001,800200.00532.76599
1,0171,017344.00532.76192
1,8001,800200.00577.07679
1,0181,018344.00577.07237
   466466381.00577.0791 
LJ Paton500500146.00510.00182
1,7501,750200.00510.00543
825825344.00510.00137
875875200.00543.55301
   825825344.00543.55165 
Secretary
 R Mahadevey 2,2442,244401.00543.11319 
Senior management
3702,5052,875146.00566.941,054
4804,3204,800200.00554.501,531
1,2203,9855,205344.00563.99877
2,2442,244401.00597.49441
3502,1192,469484.10577.21197
20011,90812,108507.00580.37874
4,0274,027507.12575.43275
460460515.82575.4327
   939939556.00575.4318 

No share options were granted to non-executive directors. Other benefits accruing to executive directors are set out below.

There were no contracts of significance during or at the end of the financial year in which the directors of the company were materially interested. No material change in the aforegoing interests has taken place between 30 June 2005 and the date of this report.

Directors' fees

In terms of the Articles of Association, the fees for services of directors are determined by the company in a general meeting. Fees for the services of a director are currently R150,000 per annum per director, and R700,000 for the Chairman, which includes attendance at all Board committee meetings. Directors' fees for serving on Board committees are set out below.

In order to ensure that directors' fees keep pace with inflation and in line with increases granted elsewhere in the organisation, it is proposed that directors' fees are increased by 5% in each instance:

      
         1 July 2004      1 July 2005 
   Member ChairmanMember Chairman 
       
       
Board member150,000700,000* 157,500735,000*
Audit Committee75,000180,00078,750189,000
SHE Committee60,000135,00063,000 141,750
Nomination Committee60,000135,00063,000 141,750
Remuneration Committee60,000135,00063,000 141,750
* includes attendance at all committee meetings.    

These fees have been waived by the executive directors.

Executive directors' benefits

A group-owned residential property is made available to Mr KC Rumble on a rent-free basis. Mr Rumble has an option to purchase the property at market value at any time while in the employ of the company.

In the event of corporate action giving rise to a loss of office, demotion or the blighting of any career (in the opinion of the Remuneration Committee) of an executive director, that executive director is entitled to a severance package of 24 months' salary.

ADMINISTRATION

Special resolutions proposed

The following special resolution will be proposed to the Implats annual general meeting on 19 October 2005:

  • ACQUISITION OF COMPANY'S SHARES

    A renewal of the authority to acquire up to 10% of the company's shares subject to JSE rules and the Companies Act.

  • AMENDMENTS TO THE ARTICLES OF ASSOCIATION

    An amendment to the company's Article of Association regulating the appointment of an independent non-executive Chairman.

Special resolutions passed

During the year the following special resolutions were passed by Implats and its subsidiaries:

  • IMPLATS

    Allowing the company and its subsidiaries to acquire shares in the company, subject to the Companies Act 1973 and the listing requirements of the JSE, provided that the authority does not extend beyond 15 months from the date of granting of the authority.

  • ZIMPLATS

    Changing the name of Zimbabwe Platinum Mines Limited to Zimplats Holdings Limited.

  • MAKWIRO

    Changing the name of Makwiro Platinum Mines (Pvt) Limited to Zimbabwe Platinum Mines (Pvt) Limited.

Financial, administrative and technical advisers

In terms of service agreement, Impala Platinum Limited acts as financial, administrative and technical advisors to the Implats group during the year on a fee basis. Messrs D H Brown, L J Paton, K C Rumble and Ms C E Markus had an interest in this contract to the extent that they are directors of Impala and of the company, but they do not beneficially own any shares in Impala.

Secretaries

Mr R Mahadevey acted as Secretary to Implats and Impala, and Impala acted as Secretaries to other subsidiaries in the Implats group. The business and postal addresses of the Secretaries are set out under contact details and administration.

London Secretaries

The business and postal addresses of the London Secretaries are set out under contact details and administration.

Public Officer

Mr J van Deventer acted as public officer for the group for the year under review.

 
Impala Platinum Holdings Limited
Annual Report 2005