KimCor Diamonds plc - Interim Results
RNS Number:3833O
KimCor Diamonds plc
21 December 2006
21 DECEMBER 2006
KIMCOR DIAMONDS plc
(AIM:KIM)
INTERIM RESULTS
FOR THE PERIOD ENDING 30 SEPTEMBER 2006
KimCor Diamonds plc ('KimCor' or the 'Company' or the 'Group'), a diamond
producing and exploration company with properties in South Africa, is pleased to
announce interim results for the period ending 30 September 2006.
HIGHLIGHTS
* Loss for the period before and after taxation of £714,000 (pre-IPO loss
for the period to 30 September 2005: £290,000);
* Construction of Bellsbank diamond plant completed in September 2006 and
commissioning commenced during the same period;
* Currently in the process of completing the acquisition of Koffiefontein
Project - preliminary exploration revealed substantial number of targets
for follow-up;
* Rivera Project - up to twelve targets warranting further investigation
identified;
* Acquisition of 50% interest in Anmic (Pty) Ltd allows KimCor to improve
margins through beneficiation; and
* KimCor's strategy remains focused on the discovery and acquisition of
advanced exploration or near term production projects.
Commenting on today's results, Gordon Riddler, Chairman of KimCor, said: 'The
Company continues its strategy to evaluate potential acquisition opportunities.
The focus has been on near term production and advanced exploration projects.
Negotiations continue on a number of further projects.'
Enquiries:
KimCor Diamonds plc Tel: 020 7290 1400
Martyn Churchouse
www.kimcordiamonds.com
Hanson Westhouse LLP Tel: 020 7601 6100
Bill Staple
Martin Davison
Bishopsgate Communications Ltd Tel: 020 7562 3350
Nick Rome
Fran Read
CHAIRMAN'S STATEMENT FOR THE PERIOD ENDING 30 SEPTEMBER 2006
It is with pleasure that I provide you with this report on the continued
development of the Group's mining and exploration portfolio for the six months
ended 30 September 2006.
FINANCIALS
KimCor made a loss for the period before and after taxation of £714,000 (loss
for the period to 30 September 2005: £290,000). Loss from operating activities
was £748,000 (loss for the period to 30 September 2005: £291,000). The results
for the comparative period related to the first six months after incorporation
and before IPO. KimCor's net assets stood at £3,378,000 (net assets at 31 March
2006: £4,150,000).
PRODUCTION
Bellsbank
Construction of the Bellsbank diamond plant, designed to recover diamonds from
tailing material was completed in September 2006 and commissioning commenced
during the same period. During September, the plant was successfully run at full
capacity for a period following which an extended programme of operation at a
reduced throughput commenced. For the duration of this programme, the key
components of the plant (crushing, milling, pan processing and final recovery)
were fully tested and different operating criteria applied to ensure the best
possible recovery of diamonds from a variety of different feed sources.
Water availability has hampered the ability to operate for an extended period at
full capacity, and groundwater levels are currently low due to seasonal
variation. In order to resolve the situation and provide a permanent standby
supply of water for processing, a series of deep boreholes are being drilled to
depths of approximately 160 metres. These holes are expected to provide water to
complement that drawn from existing shafts and from water recovered during
processing.
EXPLORATION
Koffiefontein
KimCor is currently completing the acquisition of the Koffiefontein Project,
comprising three adjoining prospecting rights covering eighteen farms and over
10,000 hectares.
This project is an advanced exploration project 50 km south of Kimberley, in the
Koffiefontein kimberlite cluster and approximately 16 km to the north of the
historical Koffiefontein mine (previously operated by De Beers).
Following the period end the prospecting rights were ceded to a newly created
subsidiary, Koffiefontein Diamonds (Pty) Limited and a new Black Economic
Empowerment Partner('BEE Partner'), Imbeleko Minerals (Pty) Limited was engaged
for this project. Preliminary exploration and interpretation of geophysical data
revealed ten priority targets to follow-up and a further twenty four other
targets.
Drilling over the Nooitgedacht pipe confirmed the location of an estimated 1.9
hectares of kimberlite pipe and subsequent analysis of drill chip samples
confirmed the presence of diamond indicator minerals and micro-diamonds. Early
indications were that further satellite structures, that could be kimberlite
bearing may exist in close proximity to the Nooitgedacht pipe. Exploration is
planned to identify and confirm the presence of these potential structures that,
if present, could have a significant impact, subject to confirmation of economic
grades of diamonds, on overall available mineable tonnage once combined with the
known Nooitgedacht pipe. Further details are given in Note 5.
Riviera Project
Exploration work at the Riviera Project continues. Detailed sampling over
identified anomalies was initiated in September. Twelve targets have been
identified as warranting further investigation. The project area is located less
than 13km from the Bellsbank site.
Van Zoelens
The Van Zoelens Project was relinquished by the Group. Whilst exploration
confirmed the presence of one diamondiferous kimberlite pipe, other evidence
indicated that the pipe structure at depth was such that the total mineable
resource was of insufficient size to warrant further development and would have
little benefit for shareholders in terms of added value.
BENEFICATION
Anmic (Pty) Limited
On 30 November 2006, KimCor completed the acquisition of a 50% equity holding in
Anmic (Pty) Ltd ('Anmic'), a long established South African diamond cutting and
polishing business. At this date the appointed directors became Mr. Martyn
Churchouse and Ms. Nora Smeenk and Mr. Churchouse has a casting vote.
In addition, the Group has an option to acquire the remaining 50% of Anmic
during the next 12 months.
Under an agreement, Anmic will purchase uncut stones from the Company's wholly
owned subsidiary Free State Diamonds Mines (Pty) Limited ('Free State' or
'FSDM') through a licensed intermediary in compliance with South African
legislation, at the anticipated value of the cut diamond following the
beneficiation process less costs. This arrangement will allow KimCor to benefit
from the additional value of its cut and polished diamonds but at an earlier
point in the chain, namely that at which it sells its uncut stones.
FUTURE OUTLOOK
The Group continues its strategy to evaluate potential acquisition
opportunities. The focus has been on near term production and advanced
exploration projects. Negotiations continue on a number of these projects.
I should like to take this opportunity to thank my colleagues for the effort and
dedication they have all shown in pursuing the Group's near term strategic
objectives.
Gordon Riddler
Chairman
21 December 2006
Consolidated income statement for six months ended 30 September 2006
Note Six months to Period ended
30 September 30 September
2006 2005
Unaudited Unaudited
£'000 £'000
Administrative
expenses (748) (291)
-------- --------
Loss from
operations (748) (291)
Finance income 34 1
-------- --------
Loss for the
period before
taxation (714) (290)
Tax - -
-------- --------
Loss for the
period after
taxation (714) (290)
-------- --------
Basic and
diluted loss
per share 4 (1.11)p (1.31)p
-------- --------
Consolidated Balance sheet as at 30 September 2006
30 September 31 March 2006
2006
Unaudited Audited
£'000 £'000
ASSETS
Non - current assets
Property, plant and equipment 568 241
Mining properties 1,909 2,034
Other non-current receivables 7 9
-------- --------
2,484 2,284
-------- --------
Current assets
Other receivables 204 122
Inventory 52 -
Cash and cash equivalents 1,298 2,533
-------- --------
1,554 2,655
-------- --------
Total assets 4,038 4,939
-------- --------
LIABILITIES
Current liabilities
Trade and other payables 161 237
Current tax payable 10 14
Accruals 40 89
-------- --------
211 340
-------- --------
Non-Current liabilities
Deferred tax liability 449 449
-------- --------
449 449
-------- --------
Total liabilities 660 789
-------- --------
Equity attributable to equity holders of the parent
Share capital issued 322 317
Share premium reserve 3,571 3,411
Cumulative translation adjustments (261) 43
Warrant reserve 104 112
Merger reserve 935 935
Retained earnings and other reserves (1,293) (668)
-------- --------
3,378 4,150
-------- --------
Total equity and liabilities 4,038 4,939
-------- --------
Consolidated Statement of Changes in Equity for six months ended 30 September
2006
Retained
Share Share Warrant Merger earnings Cumulative Total
capital premium reserve reserve and other translation
reserves adjustments
£'000 £'000 £'000 £'000 £'000 £'000 £'000
------ ------- ------- ------- -------- -------- ------
Balance as
of 317 3,411 112 935 (668) 43 4,150
31 March
2006
Issue of
share 5 160 (8) - - - 157
capital
Foreign
exchange on
translation
of
foreign - - - - 15 (304) (289)
operation
Net loss
for - - - - (714) - (714)
the period
Equity
settled
share-based - - - - 74 - 74
payments ------ ------- ------- ------- ------- ------- -----
Balance as
of
30 322 3,571 104 935 (1,293) (261) 3,378
September ====== ======= ======= ======= ======== ======= =====
2006
Consolidated Cash flow statement for six months ended 30 September 2006
Six months to Period to 30
30 September September
2006 2005
Unaudited Unaudited
£'000 £'000
CASH FLOW FROM OPERATING ACTIVITIES
Loss from
operating
activities (748) (291)
Adjustments for:
Depreciation
and
amortisation 14 -
Equity settled
share-based
payment
expense 74 -
Foreign
exchange
difference (169) (64)
-------- --------
Operating loss
before changes
in working
capital (829) (355)
(Decrease)/Increase in other
payables (125) 104
Increase in
other
receivables (82) (21)
Increase in
inventories (52) -
-------- --------
Net cash flow
from operating
activities (1,088) (272)
INVESTING ACTIVITIES
Purchase of
property,
plant and
equipment (338) (75)
Interest
received 34 1
Loan issued to
subsidiary
before
acquisition - (400)
Cash held in
subsidiary at
the date of
acquisition - 37
-------- --------
(304) (437)
FINANCING ACTIVITIES
Proceeds from
issue of
ordinary
shares 157 617
Proceeds from
loan raised - 260
-------- --------
157 877
-------- --------
NET(DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS DURING THE
PERIOD (1,235) 168
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD 2,533 -
-------- --------
CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD 1,298 168
-------- --------
Notes forming part of the interim financial statements
1. CORPORATE INFORMATION
KimCor Diamonds plc is a diamond mining and exploration company incorporated in
England and Wales on 21 March 2005 for the purpose of developing diamond mining
assets and projects primarily in South Africa.
2. BASIS OF PREPARATION
These primary statements and selected notes comprise the unaudited interim
consolidated results of the Company and its subsidiary ('the Group') for the six
months ended 30 September 2006.
The audited financial statements for the period ended on 31 March 2006 were
prepared in accordance with International Financial Reporting Standards (IFRSs
and IFRIC interpretations), as adopted by the European Union and with those
parts of the Companies Act 1985 applicable to companies preparing their accounts
under IFRS.
The comparative period figures for the income statement are for the period from
incorporation on 21 March 2005 to 30 September 2005. For the balance sheet the
figures are at 31 March 2006 and are audited.
The unaudited interim consolidated results of the Group presented in this
interim announcement have been prepared on the basis of the accounting policies
adopted within the financial statements for the period ended 31 March 2006,
which are accounting policies expected to be adopted for the following year end.
As permitted the Group has chosen not to adopt IAS 34 Interim Financial
Reporting.
The interim financial statements for 6 months ended 30 September 2006 are
unaudited and within the meaning of the section 240 of the Companies Act 1985,
such accounts do not constitute full statutory accounts of the Group.
3. SIGNIFICANT ACCOUNTING POLICES
Details of significant accounting policies are set out below:
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Group and entities controlled by the Group (its subsidiaries) made up to 31
March each year. Control is achieved where the Group has the power to govern the
financial and operating policies of an investee entity so as to obtain benefits
from its activities.
The results of subsidiaries acquired or disposed of during the period are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used by
the Group.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Business combinations
Business combinations are accounted for using the purchase method.
The cost of the acquisition is measured at the aggregate of the fair values at
the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of the acquiree,
plus any costs directly attributable to the business combination. The acquiree's
identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under IFRS 3 are recognised at their fair value at
the acquisition date.
Any excess of the cost of acquisition over the fair values of the identifiable
net assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired (i.e.
discount on acquisition) is credited to the income statement in the period of
acquisition.
Foreign currency
On consolidation, the assets and liabilities of the Group's overseas operations
are translated at exchange rates prevailing on the balance sheet date. Goodwill
and fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the
closing rate.
Income and expense items are translated at the average exchange rates for the
period unless exchange rates fluctuate significantly. Exchange differences
arising, if any, are classified as equity and transferred to the Group's
translation reserve. Exchange differences recognised in the income statement of
group entities' separate financial statements on the translation of long-term
monetary items forming part of the group's net investment in the overseas
operation concerned are reclassified to the foreign exchange reserve. On
disposal of a foreign operation, the cumulative exchange differences recognised
in the foreign exchange reserve relating to that operation up to the date of
disposal are transferred to the income statement as part of the profit or loss.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well
as the purchase price, cost includes directly attributable costs and estimated
present value of any future costs of dismantling and removing items. The
corresponding liability is recognised within provisions. Property, plant and
equipment is stated at cost less accumulated depreciation and any impairment
losses.
Depreciation is provided on all property, plant and equipment, to write down the
cost, less residual value, by equal instalments over their estimated useful
lives as follows:
Fixtures, fittings, tools and equipment - 20% per annum
Plant, machinery and vehicles - 20% per annum
The depreciation charge for each period is recognised in the income statement,
unless it is included in the carrying amount of another asset. Subsequent
expenditure relating to an item of property, plant and equipment is capitalised
when it is probable that future economic benefits from the use of asset will be
increased. All other subsequent expenditure is recognised as an expense in the
period in which it is incurred.
Repairs and maintenance which neither materially add to the value of assets nor
appreciably prolong their useful lives are charged against income. The gain or
loss arising from the de-recognition of an item of property, plant and equipment
is included in the income statement when the item is de-recognised. The gain or
loss arising from the de-recognition of an item of property, plant and equipment
is determined as the difference between the net disposal proceeds, if any, and
the carrying amount of the item. The carrying values of property, plant and
equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. Assets under construction
are carried at cost less any recognised impairment. Borrowing costs attributable
to assets under construction are recognised as an expense as incurred.
Mining properties
Mining properties are stated at cost of acquisition less accumulated
amortisation and any impairment loss.
Mining properties acquired are initially recognised at cost. Mining properties
are amortised on a unit of production basis.
Evaluation and exploration costs
Evaluation and exploration costs incurred prior to decision to acquire a
property are written off in the year in which they are incurred.
Inventories
Inventories, which include rough diamonds are stated at the lower of
cost-of-production or estimated net realisable value. Cost price includes direct
labour, other direct costs and related production overheads. Net realisable
value is the estimated selling price in the ordinary course of business, less
marketing costs.
4. BASIC AND DILUTED LOSS PER SHARE
Basic loss per share amounts are calculated by dividing net loss for the period,
attributable to ordinary equity holders of the parent, by the weighted average
number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net profit
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on the conversion of all
the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted
earnings per share computations:
Six months to Period ended
30 September 30 September
2006 2005
£'000 £'000
Net loss
attributable to
equity holders of
the parent 714 290
--------- ---------
No diluted loss per share has been calculated as the Group has incurred a loss
for the period.
Six months to Period ended
30 September 30 September
2006 2005
Number Number
Basic weighted
average number of
shares 64,235,920 22,134,093
--------- ---------
There have been no other transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of completion of these
financial statements.
5. POST BALANCE SHEET EVENTS
Koffiefontein
A cession and assignment agreement (the 'Principal Agreement') was signed
between Free State, KimCor, CFM Diamonds CC ('CFM') and Mr. Louis Reyneke. The
effective transfer of rights was however conditional on the achievement of a
number of terms that included, the establishment of a new South African
subsidiary to hold the Koffiefontein assets as well as the selection and
engagement of a BEE Partner. Further, the BEE Partner was required to register a
new company to hold equity and to provide registration details for this same
vehicle to the Group's South African legal counsel. There remains two key
conditions precedent that must be fulfilled, that relate to Ministerial Consent
but it is anticipated that such consent will be granted in due course,
particularly now that the BEE component of the Project can be completed.
In accordance with the Principal Agreement, CFM ceded and assigned to FSDM (or
its nominee) prospecting rights granted in August 2006 to CFM by the South
African Department of Minerals and Energy ('DME') in respect of the mineral
diamonds (general and in kimberlite) and in respect of a number of farms as
described in the Principal Agreement. The Principal Agreement was subject to the
fulfilment of certain conditions precedent which conditions precedent were
either waived or fulfilled with effect from 8 November 2006 ('Effective Date').
The Principal Agreement was accordingly effective and binding on the parties
thereto with effect from the Effective Date.
In terms of the Principal Agreement, Free State was entitled to appoint a
nominee to perform in its place. Free State duly nominated a company called Main
Street 452 (Pty) Limited as its nominee, this company was registered in July
2006 and has been renamed Koffiefontein Diamonds (Pty) Limited
('Koffiefontein'). Koffiefontein is a subsidiary of KimCor and its shares are
currently being transferred to be held as follows KimCor will own 69 per cent of
the issued share capital of Koffiefontein while a BEE Partner and Mr. Reyneke
will hold 26 per cent and 5 per cent respectively.
Even though the Principal Agreement is in full force with effect from the
Effective Date, it is subject to the Resolutive Conditions that:
* should the prospecting rights, not be registered in the name of CFM in
the Mineral and Petroleum Titles Registration Office; and
* should Koffiefontein not obtain the written consent of the Minister of
Minerals and Energy, pursuant to the provisions of Section 11 of the South
African Mineral Development Act, to take transfer and cession of the Rights
from CFM and obtain registration of such transfer or cession in its name in
the Mineral and Petroleum Titles Registration Office, before 31 March 2007,
then at the election of Free State and in writing, the Principal Agreement may
be cancelled and shall cease to be of any further force or effect.
At the date of this report, the prospecting rights are being registered in the
Mineral and Petroleum Titles Mining Office in the name of CFM. Once the rights
have been registered (and the shares have been transferred as mentioned below),
the Group will apply to the DME to transfer the rights from CFM (the current
holder thereof) to Koffiefontein.
As described above and at the date of this report, the Group is in the process
of transferring 26% of the shares in the issued share capital of Koffiefontein
to the BEE Partners and a black director has already been appointed to the board
of directors of Koffiefontein.
It is also written in the Principal Agreement that the new shareholders in
Koffiefontein will enter into a shareholders' agreement which will state that
Mr. Reyneke grants a call option over his shares in Koffiefontein to KimCor,
exercisable within 60 days of FSDM making application to the DME for a mining
licence. The price for the call option shares will be a reasonable price to be
agreed upon by KimCor and Reyneke within 30 days of the call option notice being
delivered in terms of the agreement and failing such agreement the price will be
determined by independent experts.
On 19 October 2006 a loan agreement was signed between Koffiefontein and KimCor
for an amount of ZAR 1,050,000 in order for Koffiefontein to fulfil its
obligations under the Principal Agreement. The loan is interest free, unsecured
and repayable on demand by KimCor.
The purchase price paid by Free State to CFM in consideration of the prospecting
rights mentioned above was ZAR1,400,000 (approximately £103,000) payable in two
tranches. ZAR 350,000 were paid in August 2006 and a further ZAR1,050,000 were
paid in November 2006. In addition, ZAR 50,000 was paid as a finder's fee to Mr.
G Van Niekerk.
6. INTERIM REPORT
Copies of this interim report for the six months ended 30 September 2006 will be
available from the offices of KimCor Diamonds plc, 18 Upper Brook Street,
London, W1K 7PU, and on the Company's website www.kimcordiamonds.com.
This information is provided by RNS
The company news service from the London Stock Exchange
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