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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 2008 are described below:
| Company name | Short name | Effective interest % | Activity |
|---|---|---|---|
| Impala Platinum Limited | Impala | 100 | PGM mining, processing and refining |
| Impala Refining Services Limited | IRS | 100 | Purchase of concentrate and/or smelter matte. Processing of concentrate and matte by the smelting, refining and sale of resultant PGMs and base metals, and toll refining. |
| Afplats (Pty) Limited | Afplats | 74 | PGM mining (project phase) |
| Marula Platinum (Pty) Limited | Marula | 73 | PGM mining |
| Zimplats Holdings Limited | Zimplats | 86.9 | PGM mining |
| Mimosa Investments Limited | Mimosa | 50 | PGM mining |
| Two Rivers Platinum (Pty) Limited | Two Rivers | 45 | PGM mining |
The authorised share capital of the company as at 30 June 2008 and 2007 was R21 100 200 divided into 844 008 000 ordinary shares of 2.5 cents each.
During the year, 679 544 new ordinary shares were issued in terms of the Implats share option scheme.
As at 30 June 2008, the issued share capital stood at 631 578 772 ordinary shares of 2.5 cents each (2007: 630 899 228 ordinary shares of 2.5 cents each).
The group holds 10 671 449 ordinary shares of 2.5 cents each (2007: 9 844 976) of its own shares in terms of an approved share buy-back scheme. During the year a further 826 473 shares were acquired. The shares are held as “treasury shares” by a subsidiary.
The directors were authorised to issue, allot or grant options to acquire up to a maximum of 17 416 000 ordinary shares of 2.5 cents each in the unissued share capital of the company in terms of employee share option scheme. Details of participation in the share option scheme are set out in note 16 of the financial statements.
The group no longer offers employees any further options under the existing Share Incentive Scheme, but pays relevant employees a fully taxable bonus based on the increase in the share price. (Refer to note 19 of the financial statements.) 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 are no different from those under the existing Share Incentive Scheme.
The trustees of the scheme are Ms NDB Orleyn and Messrs JM McMahon and DS Phiri.
The issued share capital of the company held by public and non-public entities as at 30 June 2008 was as follows:
| No. of shares (000s) | % | |
|---|---|---|
| Public | 537 301 | 85.1 |
| Non-public | 94 278 | 14.9 |
| Directors | 216 | – |
| Trustees of share scheme | 276 | – |
| Right to appoint a director | 83 115 | 13.2 |
| Treasury shares | 10 671 | 1.7 |
| Total | 631 579 | 100.0 |
The following shareholders beneficially hold more than 5% of the issued share capital as at 30 June 2008:
| Shareholders | No. of shares (000s) | % |
|---|---|---|
| Public Investment Corporation | 62 981 | 10.0 |
| Royal Bafokeng Holdings (Pty) Limited | 83 115 | 13.2 |
With effect from 1 July 2007, Impala's obligations to pay royalties to the RBN were fully and finally discharged by the payment to Royal Bafokeng Holdings (Pty) Limited (RBH) of an amount of R12.5 billion. The cash consideration of R12.5 billion was utilised by the RBH to subscribe for 75 115 204 Implats shares. These shares together with the 8 000 000 Implats shares already held by the RBH resulted in a holding of 83 115 204 Implats shares (13.2% on a fully diluted basis).
The company owns 86.9% of Zimplats Holdings Limited (“Zimplats”). Zimbabwe Platinum Mines (Pvt) Limited is a wholly owned subsidiary of Zimplats.
The company holds a 50% shareholding in Mimosa with the balance held by Aquarius Platinum Limited.
The company owns a 45% interest in Two Rivers with the balance held by African Rainbow Minerals Limited.
The company owns a 74% interest in Afplats. Afplats is in the process of conducting a feasibility study to establish a 170 000 ounce platinum mine on the Leeuwkop project area.
The company owns a 73% interest in Marula.
A 9% equity stake in Marula is held by each of the following BEE companies:
During the year, each BEE party increased its stake in the company by 1.5% to 9% at a cost of R107 million each. The purchase price of the initial 7.5% holding to each of the parties was R158.1 million of which R145 million was payable in cash on closure of the sale and the balance of R13.1 million is payable in instalments on completion of phase II of the mine development. Standard Bank has provided a loan facility of R252 million to each of the BEE companies in order to pay to Implats the original R145 million as well as the additional R107 million for the increased stake. These facilities are guaranteed by Implats until 31 December 2020. In terms of these facilities 95% of all dividends paid and shareholder claims are utilised to repay these facilities.
Implats has consolidated the BEE interest as the BEE parties are considered special purpose entities (SPE) for accounting purposes as the vendor finance is guaranteed by Implats.
Aquarius purchased Implats’ entire shareholding of 21.4 million shares (8.4% of the issued capital of Aquarius) at a price of GBP 6.71 per share for a total consideration of GBP 143.8 million as part of a share buy-back by Aquarius. The price was determined by the 30-day volume weighted price on 19 March 2008, the day the parties agreed the terms of the transaction.
AQPSA purchased the company's entire 20% interest in AQPSA in terms of a share buy-back for a total cash consideration of US$459 million (excluding STC credits).
The results for the year are fully dealt with in the financial statements forming part of the annual report.
An interim dividend (No 80) of 300 cents per share was declared on 14 February 2008, and a final dividend (No 81) of 1 175 cents per share was declared on 28 August 2008, payable on 22 September 2008 – a total of 1 475 cents per share for FY2008 (FY2007: 975 cents per share). These dividends amounted to R8 927 million for the year (2007: R5 897 million).
Capital expenditure for the year amounted to R5 368 million (2007: R2 888 million).
Capital expenditure envisaged for the 2009 financial year is estimated at R7.9 billion and will be funded from internal resources and, if appropriate, borrowings.
No other 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.
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.
Information regarding the company's associated companies is given in note 8 of the financial statements and regarding subsidiaries in the notes to the company financial statements.
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.
During the year, Ms F Jakoet was appointed as an additional non-executive director on the board. In terms of the Articles of Association, additional directors appointed by the directors retain office until the next annual general meeting when they shall retire and be eligible for re-election. The appointment of Ms F Jakoet was confirmed at the annual general meeting held on 25 October 2007.
The directors who retire at the next general meeting are Ms MV Mennell, Messrs DH Brown, TV Mokgatlha L J Paton and LC van Vught. The directors are eligible and have offered themselves for re-election.
The interests of directors in the shares of the company were as follows and did not individually exceed one per cent of the issued share capital or voting control of the company.
| Direct | Indirect | ||||
|---|---|---|---|---|---|
| 30 June | 2008 | 2007 | 2008 | 2007 | |
| Beneficial | |||||
| Directors | 192 264 | 176 888 | 23 928 | 23 928 | |
| DH Brown | 90 000 | 80 000 | – | - | |
| MV Mennell | 61 808 | 61 808 | – | - | |
| L J Paton | 40 376 | 35 000 | 20 728 | 20 728 | |
| DS Phiri | 80 | 80 | – | - | |
| LC van Vught | – | - | 3 200 | 3 200 | |
| Senior management | 189 940 | 143 608 | – | - | |
| Non-beneficial | – | – | – | – | |
Details of the executive directors, non-executive directors and senior management remuneration are set out in the Remuneration Report.
No contracts of significance were entered into in which the directors of the company were materially interested, either during or at the end of the financial year. No material change in the aforegoing interests has taken place between 30 June 2008 and the date of this report.
Details of directors' fees paid during the 2008 financial year and fees proposed for the 2009 financial year are set out in the Remuneration Report.
A special resolution will be proposed at the annual general meeting on 23 October 2008 to renew the general authority to acquire up to 10% of the company's shares subject to the JSE rules and the Companies Act.
During the year, the following special resolutions were passed by Implats and its subsidiaries:
Share buy-back
This allowed the company and its subsidiaries to acquire shares in the company, subject to the provisions of the Companies Act 1973 and the Listings Requirements of the JSE Limited, provided that the authority does not extend beyond 15 months from the date of the granting of that authority.
Change to articles of association
New articles of association to the exclusion of and in substitution for the existing articles of association were adopted. The new articles of association incorporate provisions for electronic communication between directors by means of teleconferencing and allow shareholders to elect to receive annual financial statements in electronic form in place of a printed annual report.
Change to articles of association
The articles of association of Marula were amended to:
In terms of a service agreement, Impala Platinum Limited acted as financial, administrative and technical advisers to the Implats group during the year on a fee basis. Messrs S Bessit, DH Brown and L J Paton and Ms D Earp 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.
Mr R Mahadevey acted as Secretary to Implats and Impala until 1 December 2007 when Ms A Parboosing was appointed in his stead. Impala acted as Secretaries to other subsidiaries in the Implats group. Business and postal addresses of the Secretaries including the United Kingdom Secretaries.
Mr J van Deventer acted as public officer until 11 December 2007 when he was replaced by Mr SF Naude.
Implats - Annual Report 2008
| Forward-looking statements