BISICHI MINING PLC

Results for the year ended 31 December 2009

 STRONG PERFORMANCE IN 2009 

  • * Profit before tax of £5 million (2008: £2.1 million) & trading profit before tax of £4.7 million (2008: £6 million) attributable to ongoing success of open cast mining at Black Wattle Colliery
  • * All remaining open cast mining permissions required for future mining at Black Wattle granted in February 2010
  • * Black Wattle washing plant capacity increased to 170,000 metric tonnes per month (2008: 130,000 metric tonnes per month) allowing buy-in of high quality coal from nearby reserves
  • * Third rail line installed at Black Wattle’s railway siding
  • * Approximately £7 million cash in hand and no net debt at year end; new borrowing facilities secured in UK and South Africa
  • * UK investment property portfolio re-valued upwards and no reduction in rental income in 2009
  • * Final Dividend of 3p per share, combined with Interim Dividend of 1p, amounts to year on year increase of 14%

Commenting on the results, Michael Heller, chairman of Bisichi Mining PLC said:

“As I reported at the time of the half year results, the second half of 2009 was a much more challenging environment than the first half. This was principally due to the strengthening of the South African Rand against the US Dollar and the reduction in coal prices in all of the group’s markets. 2010 looks to be another very challenging year, as the Rand continues to be strong against the US Dollar. In order to address this situation and mitigate the consequences, the Bisichi management has taken several steps outlined above that are focussed on increasing production.”

END

For further information, please call:
Andrew Heller,    Bisichi Mining PLC       020 7415 5030
Christopher Joll,   BLJ Financial                 07721 330730

Chairman Statement

I am very pleased to be able to inform shareholders that Bisichi Mining made a profit before tax in 2009 of £5million (2008: £2.1million) and a trading profit before tax of £4.7million (2008: £6million).

In a year when international coal prices continued to fall, to a significant extent this profit was attributable to the continued success of our opencast mining operations at Black Wattle Colliery in South Africa and the protection from the lower coal price arising from our fixed price export contract, which provided the group with prices above market rates for most of 2009.

As a result of the last two years’ profitability, Bisichi’s financial position has never been stronger with, at the year end, just under £7million in cash and no net debt.

As I reported at the time of the half year results, the second half of 2009 was a much more challenging environment than the first half. This was principally due to the strengthening of the South African Rand against the US Dollar and the reduction in coal prices in all of the group’s markets.

2010 looks to be another very challenging year, as the Rand continues to be strong against the US Dollar. In order to address this situation and mitigate the consequences, the Bisichi management has taken several steps that are focussed on increasing production, including:

  • * Increasing the capacity of the washing plant from 130,000 to 170,000 metric tonnes per month as well as increasing the flexibility of the product mix produced by the washing plant so that we can sell our output into different markets;
  • * Expanding the rail siding by installing a third rail line; and
  • * Buying-in high quality coal from nearby reserves.

At the same time, I can report that all of Black Wattle’s remaining opencast permissions were granted in February 2010. This is very important news as it gives us the ability to increase further our own opencast production. The benefits of this increased production will come through in the second half of 2010.

In terms of markets, the physical demand for our product remains strong both domestically and internationally.

On the important subject of health and safety, I am very pleased to report that we had our best year ever. A more detailed report on health and safety is included in the Mining Review.

Bisichi’s UK retail property portfolio, managed by London & Associated Properties PLC, continues to perform in line with the market. After the significant downward revaluation in the previous couple of years, I am pleased to report that the external property revaluations at the year end increased marginally and most importantly there has been no reduction in rental income.

In terms of our borrowing facilities, I am pleased to report that new borrowing facilities have been signed in both our UK and South African operations. In the UK a new term loan and overdraft facility has been signed. These facilities, secured against the group’s UK retail property portfolio, will expire in December 2012. In South Africa a new structured trade finance facility was signed in March 2010 to cover working capital and guarantee requirements at Black Wattle. These facilities are secured against the current assets held in the group’s South African operations.

Finally, your Board has decided to declare a final dividend of 3p. This will be paid to shareholders on 9 August 2010 who were on the share register at the close of business on 2 July 2010. This dividend, combined with the interim dividend of 1p, represents an increase of 14% on the prior year and is an indication of the Board’s confidence in the current and future prospects of your business. On behalf of your Board, I would like to thank all of our staff who contributed to these results.

Michael Heller
Chairman
16 April 2010

MINING REVIEW

As noted in the Chairman’s statement, 2009 was another very good year for Bisichi. Black Wattle our direct mining subsidiary, continued to mine opencast. This together with our fixed price export contract, contributed strongly to Black Wattle’s profitability. Although 2010 has brought its challenges, with the strong South African Rand and lower market prices, we will continue to see the benefit of Black Wattle’s opencast and expanded washing plant operation, in our increased cost competitiveness.

Production

Production at Black Wattle continued strongly in 2009 with total run of mine production of 1.33 million metric tonnes for the year (2008: 1.31 million metric tonnes).

As noted in the Chairman’s statement, Black Wattle’s remaining opencast permissions were granted in February 2010. This represents an important landmark in the mine’s development and, going forward, gives Black Wattle the ability to mine strategically and more flexibly its remaining reserves.

During 2009, Black Wattle started buying in high quality coal from nearby reserves. These buy-in coal opportunities are increasing in number and give Black Wattle the opportunity to blend purchased coal with our own opencast coal thereby increasing overall production and extending the life of mine. Black Wattle will be looking at taking further advantage of these opportunities in 2010.

We are pleased to report that the expansion of the washing plant was completed in 2009. The benefits of this expansion include the following:

  • * Increased washing plant capacity from 130,000 to 170,000 metric tonnes per month.
  • * An ability to wash a larger variety of products to the qualities required by the market.
  • * Improved yields through washing each product size fraction at its ideal parameters.

Markets

2009 saw coal prices tumble after one of the most volatile periods in decades in the international coal market. At the peak, in August 2008, the average weekly price of Free on Board (FOB) Coal from Richards Bay Coal Terminal (API4) stood at over US$160.00 per metric tonne. By the beginning of 2009, the API4 price had fallen to US$75.00 per metric tonne and reached a low of just below US$60.00 per metric tonne by the end of the first half of 2009. At the same time, the South African Rand appreciated by over 21% against the US Dollar. Fortunately, the bulk of our export volumes were protected from this collapse in coal price by our fixed price export contract, which came to an end in the last quarter 2009. In October 2009, we took advantage of the higher forward prices offered on the market and secured a new three year fixed price export contract for 300,000 metric tonnes per annum.

The downturn in international coal prices began to reflect in domestic prices in the second half of 2009 and resulted in a reduction in prices in all our domestic steam coal markets. Our ability to diversify further our product as a result of our expanded washing plant will give us the opportunity to look at new markets for our product. Throughout 2010 we will aim to sell to markets which give the highest return.

In 2009, we completed an upgrade to our siding by installing a third rail line. This additional capacity will be utilised to meet the increased production for both our export and domestic rail markets.

Health, Safety & Environment (HSE)

Black Wattle is committed to creating a safe and healthy working environment for its employees and the health and safety of our employees is of the utmost importance. In addition to the required personnel appointments and assignment of direct health and safety responsibilities on the mine, a system of Hazard Identification and Risk Assessments has been designed, implemented and maintained at Black Wattle.
Health and Safety training is conducted on an ongoing basis. Supervisors and about 85 percent of employees to date have received training in hazard identification and risk assessment in their work areas.

A medical surveillance system is also in place which provides management with information used in determining measures to eliminate, control and minimise employee health risks and hazards and all Occupational Health hazards are monitored on an ongoing basis.

Various systems to enhance the current HSE strategy have been introduced as follows:

  • * In order to improve hazard identification before the commencing of tasks, mini risk assessment booklets have been distributed to all mine employees and long term contractors on the mine.
  • * In order to improve the current reporting practice of incidents on the mine, initial reporting of incidents booklets were handed out to all employees and contractors.
  • * In order to capture and record investigation findings from incidents, an incident recording sheet was introduced to line management and contractors.
  • * Hazard Identification and Risk Assessment training was given to all levels of employees, line management, Head of Departments, contractor representatives and contractor employees.
  • * A HSE “contractor pack” was introduced for all contractors working on Black Wattle.
  • * A weekly labour return form was introduced for all contractors.
  • * A Plan, Do, Review system for all Heads of Department was introduced to encourage managers to take ownership of HSE matters.
  • * In order to control jobs effectively over weekends that require additional risk assessments to safely perform tasks, a weekend work register was introduced on the mine.

HSE performance in 2009:

  • * Black Wattle had a 70 percent reduction in the Lost Time Injury Frequency Rate compared to 2008.
  • * No new cases of Occupational Diseases Certified were recorded.
  • * Zero cases for the Compensation for Occupational Diseases were submitted.
  • * Zero machines operating at Black Wattle exceeded the regulatory level of 110dB.

Environment Management Programme

Under the terms of the mine’s Environmental Management Programme approved by the DMR, Black Wattle undertakes a host of environmental protection activities to ensure that the approved Environmental Management Plan is fully implemented. In addition to these routine activities, Black Wattle regularly carries out environmental monitoring activities on and around the mine, including evaluation of ground water quality, air quality, noise and lighting levels, ground vibrations, air blast monitoring, and assessment of visual impacts.

Black Wattle Colliery has improved its water management tremendously by erecting a new pollution control dam as well as upgrading existing dams in consultation with the Department of Water Affairs and Forestry.

An area of 26 hectares at the opencast was also rehabilitated.

 Black Wattle Colliery Social and Labour Plan progress (SLP)

Black Wattle Colliery is committed to true transformation and empowerment within the company as well as poverty eradication within the surrounding and labour providing communities.

Black Wattle is committed to providing opportunities for the sustainable socio-economic development of the company’s stakeholders:

  • * Employees and their families, through Skills Development, Education Development, Human Resource Development, Empowerment and Progression Programmes.
  • * Surrounding and Labour sending communities, through Local Economic Development, Rural and Community Development, Housing and Living Condition, Enterprise Development and Procurement programmes.
  • * Empowerment partners, through Broad-Based Black Economic Empowerment (BBBEE) and Joint Ventures with Historically Disadvantaged South African (HDSA) new mining entrants and enterprises.
  • * The Company, through ongoing consultation with stakeholders to develop strong company-employee relationships, strong company-community relationships and strong company-HDSA enterprise relationships.

The key focus areas in terms of the detailed SLP programmes were updated as follows:

  • * New implementation action plans, projects, targets and budgets were established through regular workshops with all stakeholders.
  • * A comprehensive desktop socio-economic assessment was undertaken on baseline data of the Steve Tshwete Local Municipality (STLM) and Nkangala District Municipality (NDM).
  • * The current Black Wattle Colliery Local Economic Development (LED) programmes were upgraded, and new LED projects were selected in consultation with the key stakeholders from the STLM.
  • * An appropriate forum was established on the mine and a process initiated for the consultation, empowerment and participation of the employee representatives in the Black Wattle Colliery SLP process.

Procurement

In compliance with the Mining Charter and the Mineral and Petroleum Resource Development Act, Black Wattle has implemented a BEE-focussed procurement policy which strongly encourages our suppliers to establish and maintain BEE credentials. At present, BEE companies provide approximately 68 percent of Black Wattle’s equipment and services. We closely monitor our monthly expenditure and welcome potential BEE suppliers to compete for equipment and service contracts at Black Wattle. Black Wattle also sells much of its coal products to empowered companies as evidenced by our long term sales agreement with a BEE company for the purchase of our discard product which is then sold to the national power utility Eskom.

Employment Equity

Black Wattle is committed to achieving the goals of the Employment Equity Act and is pleased to report the following:

  • * Black Wattle Colliery has exceeded the 10 percent women in management and core mining target.
  • * Black Wattle Colliery has achieved 17.4 percent women in middle to top management.
  • * Black Wattle Colliery has achieved 17.3 percent women in core mining.
  • * 93 percent of the women at Black Wattle Colliery are HDSA females.
  • * Black Wattle Colliery has achieved a 43.5 percent participation level of HDSA’s in overall management.

Prospects

With the timely expansion of our washing plant, the approval of all remaining opencast permissions and the commencement of buy-in coal, the group’s position to manage Black Wattle’s productivity and markets has never been stronger.

Developing mines can struggle because of lack of finance, rail capacity and markets whereas our profitability over the last two years is a direct result of having a fully operational mine with existing infrastructure and markets in place.

Going forward, I am confident that 2010 should be another successful year for our South African operations.

Andrew Heller
Managing Director
16 April 2010

BUSINESS REVIEW

Review of the group’s development and performance

The Chairman’s Statement and the Mining Review on the preceding pages 2 to 12 give a comprehensive review and assessment of the group’s activities during the past year and prospects for the forthcoming year.

Risk

 Coal price risk: The group’s mining operations earnings are largely dependent on movements in the coal price. It does have the flexibility in terms of markets where it can sell its coal domestically (to local industrial consumers and the power industry) or to export to various international markets.

Coal washing: The group’s mining operation’s earnings are highly sensitive to coal washing, therefore a stoppage or disruption to the process could significantly impact earnings. However, there is scope to raise earnings substantially if the yield from the washing process is improved even marginally.

Mining risk: Attached to mining there are inherent health and safety risks. Any such safety incidents disrupt operations, and can slow or even stop production. The group has a comprehensive Health and Safety programme in place to mitigate this. There is scope to increase production by buying in coal to compensate for disruptions in production.

As with many mining operations, the reserve that is mined has the risk of not having the qualities expected from geological analysis.

Currency risk: The group’s South African operations are sensitive to currency movements, especially those between the South African Rand, US Dollar and British Pound.

New reserves and mining permissions: The acquisition of additional reserves, permissions to mine and new mining opportunities in South Africa generally are contingent on a number of factors outside of the group’s control, e.g. approval by the Department of Mineral Resources.

Regulatory risk: The group’s South African operations are subject to the government Mining Charter and scorecard which primarily seeks to:

  • * Promote equitable access to South Africa’s mineral resources for all people in South Africa;
  • * Expand opportunities for historically disadvantaged South Africans (HDSA’s), including women, to enter the mining and minerals industry and benefit from the extraction and processing of the country’s resources;
  • * Utilise the existing skills base for the empowerment of HDSA’s;
  • * Expand the skills base of HDSA’s in order to serve the community;
  • * Promote employment and the social and economic welfare of mining communities and areas supplying mining labour; and
  • * Promote beneficiation of South Africa’s mineral commodities beyond mining and processing, including the production of consumer goods.

The group continues to make good progress towards meeting the Charter requirements. However any regulatory changes to these, or failure to meet existing targets, could adversely affect the mine’s ability to retain its mining rights in South Africa.

Transport risk: At present the government owned Transnet Freight Rail (TFR) is the sole rail freight provider for coal in South Africa. The group’s South African operations are therefore reliant on TFR for delivery of its export quality coal directly or indirectly via the Southern African ports to its end customers.

Power supply risk: The current utility provider for power supply in South Africa is the government run Eskom. Eskom has recently undergone capacity problems resulting in power cuts and lack of provision of power supply to new projects. The group’s mining operations have to date not been affected by power cuts.

Flooding risk: The group’s mining operations are susceptible to seasonal flooding which could disrupt production. Management monitors water levels on an ongoing basis and various projects have been completed, including the construction of additional dams, to mitigate this risk.

Environmental risk: The group’s South African mining operations are required to adhere to local environmental regulations. Details of the groups Environment Management Programme is disclosed in the Mining review on page 10.

Health & Safety risk: The group’s South African mining operations are required to adhere to local Health and Safety regulations. Details of the groups Health and Safety Programme is disclosed in the Mining Review on page 6.

Labour risk: The group’s underground mining operations and coal washing plant facility are labour intensive and unionised. Any labour disputes, strikes or wage negotiations may disrupt production and impact earnings

We seek to balance the high risk of our mining operations with a dependable cash flow from our UK property investment operations. Fluctuations in property values, which are reflected in the Consolidated Income Statement and Balance Sheet, are dependent on an annual valuation of commercial properties. A fall in UK commercial property in recent years has had a marked effect in profitability and the net asset value of the group. However, due to the long term nature of the leases, the effect on cash flows from property investment activities will remain stable as long as tenants remain in operation.

Future development

The group seeks to expand its operations in South Africa through the acquisition of additional coal reserves.

Environment and employment

The group’s UK activities are principally property investment whereby we provide premises which are rented to retail businesses. We seek to provide those tenants with good quality premises from which they can operate in an efficient and environmentally sound manner.

Our South African mining operations are regulated by and are operated in compliance with all relevant prevailing national and local legislation. Employment terms and conditions provided to mining staff meet or exceed the national average.

Financial Position

The group continues to strengthen its asset base with strong cash generation from its South African mining operations backed by UK retail property.

The group is pleased to report it has signed new borrowing facilities in both its UK and South African operations.

In the UK, a term loan facility of £5million and an overdraft facility of £2million were signed in March 2010 with Royal Bank of Scotland. This facility will expire in December 2012 and is secured against the groups UK retail property portfolio. The property portfolio was externally valued at 31 December 2009 and the value of UK investment properties attributable to the group at year end was £11.9million (2008: £11.8million).

In South Africa, a structured trade finance facility of R60million (South African Rand) was signed in March 2010 with Absa Bank Limited, a South African subsidiary of Barclays Bank PLC. This facility comprises of a R40million revolving loan to cover the working capital requirements of the group’s South African operations, and a R20million loan facility to cover Guarantee requirements related to the group’s South African mining operations. The R60million facility is renewed annually and is secured against inventory, debtors and cash that are held in the group’s South African operations.

The group’s cash and cash equivalents (excluding bank overdrafts) increased by £3.2million during the year and at year end were £6.6million (2008: £3.4million). The net assets of the group increased by £3.7million during the year and as at year end were £19.3million (2008: £15.6million).

Further details on the group’s financial position are stated in the Consolidated Balance Sheet on page 32. 

Cashflow

The group’s cashflow position strengthened significantly during the year with cash and cash equivalents (including bank overdrafts) increasing by £5.1million to £5.0million at 31 December 2009. This can mainly be attributable to strong cash generation from the group’s South African mining operations.

Further details on the group’s cashflow position are stated in the Consolidated Cashflow Statement on page 34. Cash and cash equivalents as per the Cashflow Statement comprise Cash and cash equivalents as presented in the balance sheet and bank overdrafts (secured).

Performance indicators

The Key Performance Indicators for our South African mining activities are

  • * Profit before Tax (PBT);
  • * Earnings before Interest, Tax, Depreciation, and Amortisation (EBITDA); and
  • * Cashflows from operating, investing and financing activities.

The Key Performance Indicator for our UK property investment operations is the Net Property Valuation as shown in note 10.

MANAGEMENT TEAM

Michael Heller
Chairman
Bisichi Mining PLC

Andrew Heller
Managing Director
Bisichi Mining PLC,
Managing Director
Black Wattle Colliery

Robert Corry
Chairman
Black Wattle Colliery

Robert Grobler
Director of Mining
Bisichi Mining PLC,
Director
Black Wattle Colliery

Christopher Joll
Senior Independent Director,
Chairman
Audit and Remuneration Committees

David Nkosi
Director
Black Wattle Colliery

Luis Pinel
General Manager
Black Wattle Colliery

Garrett Casey
Director
Black Wattle Colliery,
Group Finance Manager
Bisichi Mining PLC

DIRECTORS & ADVISORS

*Michael A Heller
MA, FCA (Chairman)

Andrew R Heller
MA, ACA
(Managing Director)

Robert Grobler
Pr Cert Eng
(Director of mining)

O+ Christopher A Joll
MA (Non-executive)
Christopher Joll was appointed a Director on 1 February 2001. He holds a number of non-executive directorships of un-quoted companies. He is chairman of BLJ Financial Limited, a financial public relations consultancy.

O John A Sibbald
BL (Non-executive)
John Sibbald has been a Director since 1988. After qualifying as a Chartered Accountant he spent over 20 years in stockbroking, specialising in mining and international investment.

* Member of the nomination committee
+ Senior independent director
O Member of the audit, remuneration and nomination committees.

Secretary & Registered office
Michael C Stevens FCA
30-35 Pall Mall
London SW1Y 5LP

Black Wattle Colliery
Directors
Robert Corry (Chairman)
Andrew Heller
(Managing Director)
Robert Grobler
David Nkosi
Garrett Casey
Director of Property
Mike J Dignan FRICS

Auditors
PKF (UK) LLP

Principal bankers
United Kingdom
Barclays Bank PLC
National Westminster Bank PLC
South Africa
Absa Bank (SA)
First National Bank (SA)
Standard Bank (SA)

Corporate solicitors
United Kingdom
Olswang LLP, London
Pinsent Masons LLP,London

South Africa
Leppan Beech Incorporated, Johannesburg
Routledge Modise in association with Eversheds, Johannesburg
Tugendhaft Wapnick Banchetti and Partners, Johannesburg

Stockbrokers
Numis Securities

Registrars and transfer office
Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield, West Yorkshire HD8 0LA
Telephone 0871 664 0300
(Calls cost 10p per minute plus network extras or
+44 208 639 3399 for overseas callers)
Website: www.capitaregistrars.com
Email: ssd@capitaregistrars.com

Company registration
No. 112155
(Incorporated in England and Wales)

Website
www.bisichi.co.uk

E-mail
admin@bisichi.co.uk

FIVE YEAR FINANCIAL SUMMARY

2009 2008 2007 2006 2005
£’000 £’000 £’000 £’000 £’000
Consolidated profit and loss account
Revenue

Revenue

 

29,016 25,979 16,693 13,239 13,485
Operating profit/(loss) 4,892 2,616 (191) 2,362 4,664
Profit /(Loss) before tax 5,003 2,117 (459) 2,172 4,206
Trading profit before tax 4,698 6,031 2,302 273 1,114
Revaluation profit/(loss) before tax 305 (3,914) (2,761) 1,899 3,092
 
Consolidated balance sheet
 
Investment properties 11,865 11,773 14,725 17,270 15,625
Fixed asset investments 3,755 3,406 2,991 3,028 2,943
15,620 15,179 17,716 20,298 18,568
Current asset investments 510 627 770 700 629
16,130 15,806 18,486 20,998 19,197
Other assets less liabilities 3,170 (160) (3,127) (5,668) (4,578)
Consolidated shareholders funds 19,300 15,646 15,359 15,330 14,619
Net assets per ordinary share 184.7p 149.7p 147.0p 146.7p 139.9p
Dividend per share 4.00p 3.50p 3.0p 2.50p 2.25p

FINANCIAL CALENDER
8 June 2010 – Annual General Meeting
19 May 2010 – First interim management statement
9 August 2010 – Payment of final dividend for 2009 (if approved)
Late August 2010 – Announcement of half-year results to 30 June 2010
19 November 2010- Second interim management report
Late April 2011- Announcement of results for the year ending 31 December 2010

DIRECTORS REPORT
The directors submit their report together with the audited financial statements for the year ended 31 December 2009.

Activities and review of business
The company continues its mining activities. Income for the year was derived from sales of coal from its South African operations. The company also has a property investment portfolio for which it receives rental income.

The results for the year and state of affairs of the group and the company at 31 December 2009 are shown on pages 31 to 54 and in the Mining Review and Business Review on pages 5 to 16. Future developments and prospects are also covered in the Mining Review. Over 99 per cent of staff are employed in the South African coal mining industry – employment matters and health and safety are dealt with in the Mining and Business reviews.

Corporate responsibility

Environment

The environmental issues of the group’s South African coal mining operations are covered in the Mining Report and Business Review on pages 5 to 16.

The group’s UK activities are principally property investment whereby premises are provided for rent to retail businesses.
The group seeks to provide those tenants with good quality premises from which they can operate in an efficient and environmentally friendly manner. Wherever possible, improvements, repairs and replacements are made in an environmentally efficient manner and waste re-cycling arrangements are in place at all the company’s locations.

Employment

The group’s policy is to attract staff and motivate employees by offering competitive terms of employment. The group provides equal opportunities to all employees and prospective employees including those who are disabled. The Mining Review gives details of the group’s activities and policies concerning the employment, training, health and safety and community support and social development concerning the group’s employees in South Africa.

Dividend

An interim dividend for 2009 of 1p was paid on 15 January 2010 (No interim dividends were paid in previous years). The directors recommend the payment of a final dividend of 3p per share (2008: 3.5p) on the ordinary share capital for 2009. The dividend will be payable on Monday 9 August 2010 to shareholders registered at the close of business on 2 July 2010.

Investment properties

The investment property portfolio is stated at its open market value of £11,865,000, at 31 December 2009 (2008:£ 11,773,000) as valued by professional external valuers.

Financial instruments

Note 21 to the financial statements sets out the risks in respect of financial instruments. The Board reviews and agrees overall treasury policies, delegating appropriate authority to the managing director. Financial instruments are used to manage the financial risks facing the group – speculative transactions are not permitted. Treasury operations are reported at each Board meeting and are subject to weekly internal reporting.

 Directors

The directors of the company for the whole year were M A Heller, A R Heller, C A Joll, R J Grobler, (a South African citizen), and J A Sibbald. T M Kearney was a director from 1 January until he resigned on 31 July 2009 . The directors retiring by rotation are M A Heller, C A Joll and J A Sibbald who offer themselves for re-election. Brief details of the directors standing for re-election are:

Michael Heller has been an executive director since 1972 and chairman since 1981. He is a chartered accountant and has a contract of employment determinable at six months notice.

Christopher Joll has been a director since 2001 and has a contract of service determinable at three months notice. He holds a number of non-executive directorships of un-quoted companies. He is chairman of BLJ Financial Limited, a financial public relations company, which provides services to the group.

John Sibbald has been a non-executive director since 1988. He is a retired chartered accountant. For most of his career he was employed in stockbroking in the City of London where he specialised in mining and international investment. He has a contract of service determinable at three months notice.

The board recommends each of them for re-appointment. No director had any material interest in any contract or arrangement with the company during the year other than as shown in this report.

Directors’ shareholdings

The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, were as follows:

 

Beneficial

31.12.2009
1.1.2009 Non-beneficial
31.12.2009
1.1.2009
M A Heller 146,666 146,666 181,334 181,334
A R Heller 772,000 772,000
C A Joll 1,000 5,000
T M Kearney (to date of resignation – 31 July 2009) 57,500           57,500
J A Sibbald

Changes in the above shareholdings since 31 December 2009 are a sale by C A Joll of 1,000 shares.

Details of the options to subscribe for new ordinary shares of the company granted to the directors are contained under “Share option schemes” in the remuneration report on page 27.

Substantial interests
The following have advised that they have an interest in 3 per cent or more of the issued share capital of the company as at 16 April 2010:

London & Associated Properties PLC – 4,355,752 shares representing 41.68 per cent of the issued capital

(M A Heller is a director and shareholder of London & Associated Properties PLC).

M A Heller – 328,000 shares representing 3.14 per cent of the issued capital.

A R Heller – 772,000 share representing 7.39 per cent of the issued capital.

Neil Kirton – 382,000 shares representing 3.65 per cent of the issued capital.

Disclosure of information to auditors                                           
The directors in office at 31 December 2009 have confirmed that they are aware that there is no relevant audit information of which the auditors are unaware. Each of the directors has confirmed that they have taken all the steps they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.

Corporate governance

The company has adopted the Guidance for Smaller Quoted Companies (SQCs) published by the Quoted Companies Alliance (QCA). The QCA provides guidance to companies outside the FTSE 350 index, referred to generally as SQCs. The QCA’s guidance covers the implementation of the Combined Code on Corporate Governance for SQCs and the paragraphs below set out how the company has applied this guidance during the year. The company has complied with the QCA’s guidance throughout the year, except insofar that non-executive directors are not appointed for fixed terms (section A.7.2).

Principals of corporate governance

The group’s Board appreciates the value of good corporate governance not only in the areas of accountability and risk management, but also as a positive contribution to business prosperity. The Board endeavours to apply corporate governance principals in a sensible and pragmatic fashion having regard to the circumstances of the group’s business. The key objective is to enhance and protect shareholder value.

Board structure

During the year the Board comprised the executive chairman, the managing director, two other executive directors, and two non-executive directors (one of the executive directors resigned on 31 July 2009). Their details appear on page 20. The Board is responsible to shareholders for the proper management of the group. A statement of directors’ responsibilities in respect of the accounts is set out on page 29. The non-executive directors have a particular responsibility to ensure that the strategies proposed by the executive directors are fully considered. To enable the Board to discharge its duties, all directors have full and timely access to all relevant information and there is a procedure for all directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the group. The Board has a formal schedule of matters reserved to it and meets bi-monthly.
It is responsible for overall group strategy, approval of major capital expenditure projects and consideration of significant financing matters.

The following committees, which have written terms of reference, deal with specific aspects of the group’s affairs:

  • * The nomination committee is chaired by Christopher Joll and comprises the non-executive directors and the executive chairman. The committee is responsible for proposing candidates for appointment to the Board, having regard to the balance and structure of the Board. In appropriate cases recruitment consultants are used to assist the process. All Directors are subject to re-election at least every three years.
  • * The remuneration committee is responsible for making recommendations to the Board on the company’s framework of executive remuneration and its cost. The committee determines the contract terms, remuneration and other benefits for each of the executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the non-executive directors. The committee comprises the non-executive directors. It is chaired by Christopher Joll. The executive chairman is normally invited to attend meetings. The report on directors’ remuneration is set out on pages 26 and 27.
  • * The audit committee comprises the two non-executive directors and is chaired by Christopher Joll. Its prime tasks are to review the scope of external audit, to receive regular reports from the Company’s auditors, PKF (UK) LLP, and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgment and estimation. The committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders The committee acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the group’s internal control and risk management systems and processes. The committee also considers the need for an internal audit function. It advises the board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. The committee, which meets formally at least twice a year, provides a forum for reporting by the group’s external auditors. Meetings are also attended, by invitation, by the managing director and director of finance.

The audit committee also undertakes a formal assessment of the auditors’ independence each year which includes:

  • * a review of non-audit services provided to the group and related fees;
  • * discussion with the auditors of a written report detailing all relationships with the company and any other parties that could affect independence or the perception of independence;
  • * a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
  • * obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

The audit committee report is set out on page 28.

An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in note 4 to the financial statements.

Performance evaluation – board, board committees and directors

The performance of the board as a whole and of its committees and the non-executive directors is assessed

by the chairman and the managing director and is discussed with the senior independent director. Their recommendations are discussed at the nomination committee prior to proposals for re-election being recommended to the board. The performance of executive directors is discussed and assessed by the remuneration committee. The senior independent director meets regularly with the chairman and both the executive and non-executive directors individually outside of formal meetings. The directors will take outside advice in reviewing performance but have not found this necessary to date.

Independent Directors

The senior independent non-executive director is Christopher Joll. The other independent non-executive director is John Sibbald.

Christopher Joll is a minority shareholder and director of BLJ Financial Limited, a company which provides financial public relations services to the company on an ad hoc basis in relation to specific transactions. As a consequence he does not meet the criteria for independence set out in the Combined Code for Corporate Governance.

John Sibbald has been a non-executive director of Bisichi for over twenty years – the maximum set out in the Combined Code criteria for independence is nine years. For this reason he does not meet the criteria for independence.

The Board considers that the independence of both Christopher Joll and John Sibbald is not impaired by their failure to meet the Combined Code criteria set out above.

The independent directors regularly meet prior to Board meetings to discuss corporate governance issues.

Board and board committee meetings

The number of meetings during 2009 and attendance at regular board meetings and board committees was as follows:

Meetings held Meetings attended
M A Heller Board 6 6
Nomination committee 1 1
A R Heller Board 6 6
Audit committee 2 2
R J Grobler Board 6 3
C A Joll Board 6 6
Audit committee 2 2
Nomination committee 1 1
Remuneration committee 2 2
Tom Kearney (resigned 31 July 2009) Board 4 3
Audit committee 2 1
J A Sibbald Board 6 6
Audit committee 2 2
Nomination committee 1 1
Remuneration committee 2 2
   

The audit committee had two meetings in 2009 with the external auditors present, prior to release of the 2008 annual results. Members of the committee discussed the 30 June 2009 half year results prior to their approval by the full Board. The nomination committee held one meeting during the year.

 Internal control

The directors are responsible for the group’s system of internal control and review of its effectiveness at least annually. The Board has designed the group’s system of internal control in order to provide the directors with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are either prevented or would be detected within a timely period. However, no system of internal control can eliminate the risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss.

The key elements of the control system in operation are:

  • * The Board meets regularly with a formal schedule of matters reserved to it for decision and has put in place an organisational structure with clear lines of responsibility defined and with appropriate delegation of authority;
  • * There are established procedures for planning, approval and monitoring of capital expenditure and information systems for monitoring the group’s financial performance against approved budgets and forecasts;
  • * UK property and financial operations are closely monitored by members of the Board and senior managers to enable them to assess risk and address the adequacy of measures in place for its monitoring and control. The South African operations are closely supervised by the UK based executives through daily, weekly and monthly reports from the directors and senior officers in South Africa. This is supplemented by monthly visits by the UK based finance manager to the South African operations which include checking the integrity of information supplied to the UK. The directors are guided by “Internal Control Guidance for Directors on the Combined Code” as issued by the Institute of Chartered Accountants in England and Wales.

During the period, the audit committee has reviewed the effectiveness of internal control as described above. The Board receives periodic reports from all its committees.

There are no significant issues disclosed in the report and financial statements for the year ended 31 December 2009 or up to the date of approval of the report and financial statements that require the Board to deal with any related material internal control issues. The directors confirm that the Board has reviewed the effectiveness of the system of internal control as described during the period.

Communication with shareholders

Communication with shareholders is given a high degree of priority. Extensive information about the group and its activities is given in the Annual Report and Accounts which are made available to shareholders. Further information is available on the company’s website, www.bisichi.co.uk. There is a regular dialogue with institutional investors. Enquiries from individuals on matters relating to their shareholdings and the business of the group are dealt with informatively and promptly.

Payment of suppliers

The company agrees terms of contracts when orders are placed. It is company policy that payments to suppliers are made in accordance with those terms, provided that suppliers also comply with all relevant terms and conditions. Trade creditors outstanding at the year end represented 12.4 days trade purchases (2008 – 2.9 days).

Takeover Directive

The company has one class of share capital, ordinary shares. Each ordinary share carries one vote. All the ordinary shares rank pari passu. There are no securities issued in the company which carry special rights with regard to control of the company. The identity of all significant direct or indirect holders of securities in the company and the size and nature of their holdings is shown in the “Substantial interests” section of this report.

A relationship agreement dated 15 September 2005 (the “Relationship Agreement”) was entered into between the company and London & Associated properties PLC (“LAP”) in regard to the arrangements between them while LAP is a controlling shareholder of the company. The Relationship Agreement includes a provision under which LAP has agreed to exercise the voting rights attached to the ordinary shares in the company owned by LAP to ensure the independence of the Board of directors of the company.

Other than the restrictions contained in the Relationship Agreement, there are no restrictions on voting rights or on the transfer of ordinary shares in the company. The rules governing the appointment and replacement of directors, alteration of the articles of association of the company and the powers of the company’s directors accord with usual English company law provisions. Each director is re-elected every three years or more frequently. The company has requested authority from its shareholders to buy back its own ordinary shares (Resolution 12 at the AGM).

The company is not party to any significant agreements that take effect, alter or terminate upon a change of control of the company following a takeover bid. The company is not aware of any agreements between holders of its ordinary shares that may result in restrictions on the transfer of its ordinary shares or on voting rights.

There are no agreements between the company and its directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid.

Annual General Meeting

The annual general meeting will be held at the Company’s offices at 30-35 Pall Mall, London SW1Y 5LP on Tuesday 8 June 2010 at 11.00 a.m.   Resolutions 1 to 8 will be proposed as ordinary resolutions. More than 50 per cent of shareholders’ votes must be in favour for these resolutions to be passed. Resolutions 9 –12 will be proposed as special resolutions.   At least 75 per cent of shareholders’ votes must be in favour for these resolutions to be passed.

The directors consider that all of the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The board recommends that shareholders vote in favour of all of the resolutions.

Disapplication of pre-emption rights (Resolution 9)

A special resolution will be proposed at the Annual General Meeting in respect of this disapplication of pre-emption rights.

Shares allotted for cash must normally first be offered to shareholders in proportion to their existing shareholdings. The directors will, at the forthcoming Annual General Meeting of the company (Resolution 9), seek power to allot shares as if the pre-emption rights contained in Section 561 of the Companies Act 2006 did not apply up to a maximum of 10% of the company’s issued share capital. The authority will expire at the earlier of the conclusion of the company’s next annual general meeting and 15 months from the passing of Resolution 9.

New Articles of Association (Resolution 10)

We are also asking shareholders to approve a number of amendments to our articles of association primarily to reflect the implementation of the remaining provisions of the Companies Act 2006 in October 2009. An explanation of the main changes between the proposed and the existing articles of association is set out in on page 59 & 60 of this document.

Notice of General Meetings (Resolution 11)

The Shareholder Rights Directive was implemented in the UK in August 2009. One of the requirements of the Directive is that all general meetings must be held on 21 clear days’ notice unless shareholders agree to a shorter notice period. We are proposing a resolution at the AGM so that we can are able to call general meetings (other than annual general meetings) on 14 clear days’ notice.

Purchase of own Ordinary Shares (Resolution 12)

The effect of Resolution 12 would be to renew the directors’ current authority to make limited market purchases of the company’s ordinary shares of 10 pence each. The power is limited to a maximum aggregate number of 1,045,150 ordinary shares (representing approximately 10 per cent of the company’s issued share capital as at 16 April 2010 (being the latest practicable date prior to publication of this Directors’ Report)). The minimum price (exclusive of expenses) which the company would be authorised to pay for each ordinary share would be 10 pence (the nominal value of each ordinary share). The maximum price (again exclusive of expenses) which the company would be authorised to pay for an ordinary share is an amount equal to the higher of (i) 105% of the average market price for an ordinary share for the five business days preceding any such purchase and (ii) the higher of the last independent trade for an ordinary share and the highest current independent bid for an ordinary share as derived from the trading venue where the purchase is carried out. The authority conferred by Resolution 12 will expire at the conclusion of the company’s next Annual General Meeting to be held in 2011 or 15 months from the passing of the resolution, whichever is the earlier. Any purchases of ordinary shares would be made by means of market purchase through the London Stock Exchange.

If granted, the authority would only be exercised if, in the opinion of the directors, to do so would result in an increase in earnings per share or asset values per share and would be in the best interests of shareholders generally. In exercising the authority to purchase ordinary shares, the directors may treat the shares that have been bought back as either cancelled or held as treasury shares (shares held by the company itself). No dividends may be paid on shares which are held as treasury shares and no voting rights are attached to them.

As at 16 April 2010 (being the last practicable date prior to the publication of this Directors’ Report) the total number of options to subscribe for new ordinary shares in the company as at 31 December 2009 was 718,000 shares representing 6.9% of the company’s issued share capital as at 31 December 2009. Such number of options to subscribe for new ordinary shares would represent approximately 6.25% of the reduced issued share capital of the company assuming full use of the authority to make market purchases sought under Resolution 12.

Donations

No political or charitable donations were made during the year (2008:Nil).

Going concern
The group’s business activities, together with the factors likely to affect its future development are set out in the Chairman’s Statement on the preceding pages 2 and the Mining Review on pages 5 to 12. In addition Note 21 to the financial statements includes the group’s treasury policy, interest rate risk, liquidity risk and hedging profile.

The group has considerable financial resources together with long term leases with the majority of the tenants of its property portfolio. As a consequence, the directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. 

Other matters

PKF (UK) LLP has expressed its willingness to continue in office as auditors. A proposal will be made at the annual general meeting for its re-appointment, and for its remuneration to be determined by the directors.

By order of the board
Michael Stevens,
Secretary
30-35 Pall Mall
London SW1Y 5LP
16 April 2010

REMUNERATION REPORT

The remuneration committee is pleased to present its report for the year ended 31 December 2009.
The remuneration committee is a formally constituted committee and is comprised exclusively of non-executive directors.

The members of the committee are Christopher Joll (chairman) and John Sibbald.

Remuneration policy for executive directors and non-executive directors
The principal function of the remuneration committee is to determine, on behalf of the board, the remuneration and other benefits of the executive directors and senior executives, including pensions, share options and service contracts. The company’s policy is to ensure that the executive directors are rewarded competitively in relation to other companies in order to retain and motivate them. The emoluments of each executive director comprises basic salary, a bonus at the discretion
of the remuneration committee, provision of a car, premiums paid in respect of individual defined contribution pension arrangements, health insurance premium and share options.

The remuneration of non-executive directors is determined by the board, and takes into account additional remuneration
for services outside the scope of the ordinary duties of non-executive directors. No pension costs are incurred on behalf of non-executive directors and they do not participate in the share option schemes.

Service and employment contracts
All executive directors have full time contracts of employment with the company. Non-executive directors have contracts of service. No director has a contract of employment or contract of service with the company, its joint venture or associated companies with a fixed term which exceeds six months. All directors’ contracts, as amended from time to time, have run from the date of appointment. Details of the directors standing for re-election are given under ’Directors’ in the directors’ report. The policy of the committee is not to grant employment contracts or contracts of service in excess of six months and there are no provisions for termination payments. A summary of terms of service and employment is as follows:

 

Start dateof contract Unexpiredterm Noticeperiod
Executive directors      
M A Heller November 1972 Continuous 6 months
A R Heller January 1994 Continuous 3 months
R J Grobler April 2008 Continuous 3 months
Non-executive directors      
C A Joll February 2001 Continuous 3 months
J A Sibbald October 1988 Continuous 3 months

The following information has been audited:

 Directors’ remuneration

Salaries and fees Bonus Benefits Total before Pensions Pension Contributions Total 2009 Total 2008
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive directors              
M A Heller 75 75 150 150 175
A R Heller 300 450 37 787 30 817 961
T M Kearney† 108 15 123 11 134 346
R Grobler          149 83            41 273 8 281 203
632 608 93 1,333 49 1,382 1,685
Non-executive directors    
C A Joll 20 20 20 20
J A Sibbald 2 3 5 5 5
22 3 25 25 25        
Total 654 608 96 1,358 49 1,407 1,710

†T M Kearney resigned 31 July 2009.

Pension schemes and incentives
Three (2008:three) directors have benefits under money purchase pension schemes. Contributions in 2009 were £49,000 (2008:£46,000),see table above. Directors are not entitled to benefits under any bonus or incentive schemes apart from the

share option schemes details of which are set out below. Bonuses are awarded by the remuneration committee when merited.

Performance bonuses were awarded by the remuneration committee to three executive directors during 2009 (2008:4).

 Share option schemes
The company has three “Unapproved” Share Option Schemes which are not subject to HM Revenue and Customs (HMRC) approval. The “First Scheme” was approved by shareholders on 15 June 1999. The “Second Scheme” was approved by shareholders on 23 June 2005, options having been provisionally granted under it on 23 September 2004, and the “2006 Scheme” was approved by shareholders on 29 June 2006. All available options under the three schemes have been granted.

Number of share options
Option price* 1 January 2009 Options Lapsed in 2009 31 December 2009 Exercisable from Exercisable to
First Scheme            
A R Heller 34p 233,000 233,000 30/9/2005 29/9/2012
Employee 34p 80,000 80,000 30/9/2005 29/9/2012
Second Scheme

 

 
A R Heller 149p 80,000 80,000 23/9/2007 22/9/2014
T M Kearney† 149p 120,000 (120,000) 23/9/2007 31/07/2009
The 2006 Scheme

 

 
A R Heller 237.5p 275,000 275,000 4/10/2009 3/10/2016
T M Kearney† 237.5p 275,000 (275,000) 4/10/2009 31/07/2009
Employee 237.5p 50,000 50,000 4/10/2009 3/10/2016

†T M Kearney resigned 31 July 2009.

*Middle market price at date of grant

The exercise of options under the Unapproved Share Option Schemes is subject to the satisfaction of objective performance conditions specified by the remuneration committee, which will conform to institutional shareholder guidelines and best practice provisions in force from time to time. The remuneration committee has not yet set these guidelines for the first scheme and the 2006 scheme. The performance conditions for the second scheme, agreed by members on 23 June 2005, requires growth in net assets over a three year period to exceed the growth of the retail prices index by a scale of percentages.

The middle market price of Bisichi Mining PLC ordinary shares at 31 December 2009 was 175p (2008-140p).

During the year the share price ranged between 205p and 90p.

The following information is unaudited:                                                                         

The board’s policy is to grant options to executive directors, managers and staff at appropriate times to provide them with an interest in the longer term development of the group.

The following graph illustrates the company’s performance compared with a broad equity market index over a five year period. Performance is measured by total shareholder return. The directors have chosen the FTSE All Share – Total Return Index as a suitable index for this comparison as it gives an indication of performance against a large spread of quoted companies.

 

Christopher Joll
Chairman – remuneration committee
30-35 Pall Mall
London SW1Y 5LP
16 April 2010

AUDIT COMMITTEE REPORT

The committee’s terms of reference have been approved by the board and follow published guidelines, which are available from the company secretary. The audit committee comprises the two non-executive directors, Christopher Joll (chairman), an experienced financial PR executive and John Sibbald, a retired chartered accountant.

The Audit Committee’s prime tasks are to :

Review the scope of external audit, to receive regular reports from PKF (UK) LLP and to review the half-yearly and annual accounts before they are presented to the board, focusing in particular on accounting policies and areas of management judgment and estimation;

Monitor the controls which are in force to ensure the integrity of the information reported to the shareholders;

Act as a forum for discussion of internal control issues and contribute to the board’s review of the effectiveness of the group’s internal control and risk management systems and processes;

Consider each year the need for an internal audit function;

Advise the board on the appointment of external auditors and rotation of the audit partner every five years, and on their remuneration for both audit and non-audit work, and discuss the nature and scope of their audit work;

Undertake a formal assessment of the auditors’ independence each year which includes:

  • * a review of non-audit services provided to the group and related fees;
  • * discussion with the auditors of a written report detailing all relationships with the company and any other parties that could affect independence or the perception of independence;
  • * a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
  • * obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

Meeting

The committee meets prior to the annual audit with the external auditors to discuss the audit plan and again prior to the publication of the annual results. These meetings are attended by the external audit partner, managing director, director of finance and company secretary. Prior to bi-monthly board meetings the members of the committee meet on an informal basis to discuss any relevant matters which may have arisen. Additional formal meetings are held as necessary.

During the past year the committee:

  • * Met with the external auditors, and discussed their report to the Audit Committee;
  • * Approved the publication of annual and half-year financial results;
  • * Considered and approved the annual review of internal controls;
  • * Decided that due to the size and nature of operations there was not a current need for an internal audit function;

Agreed the independence of the auditors and approved their fees for both audit and non-audit services as set out in note 5 to the financial statements.

External Auditors                                                                                                                                           

PKF (UK) LLP held office throughout the year. In the United Kingdom the company is provided with extensive administration and accounting services by London & Associated Properties PLC which has its own audit committee and employs a separate firm of external auditors, Baker Tilly UK Audit LLP. In South Africa PKF (Jhb) Inc. is the external auditor to the South African companies, and the work of that firm is reviewed by PKF (UK) LLP.

Christopher Joll
Chairman – audit committee

30-35 Pall Mall
London SW1Y 5LP
16 April 2010

VALUERS’ CERTIFICATES

To the directors of Bisichi Mining PLC

In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December 2009 by the company as detailed in our Valuation Report dated 24 February 2010.

Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2009 of the interests owned by the Company was £8,865,000 being made up as follows:

  £000
Freehold 8,865
8,865
Leeds BNP Paribas Real Estate Advisory and Property Management UK Limited
24 February 2010 Regulated by Royal

To the directors of Bisichi Mining PLC

 In accordance with your instructions we have carried out a valuation of the leasehold property interests held as at 31 December 2009 by the company as detailed in our Valuation Report dated 1 March 2010.

Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2009 of the interests owned by the Company was £3,000,000 being made up as follows:

  £000
Leasehold 3,000
3,000
Leeds Carter Towler
1 March 2010 Chartered Surveyors

 

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the directors’ report, the directors’ remuneration report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the annual report includes information required by the Listing Rules of the Financial Services Authority.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements the directors are required to:

– select suitable accounting policies and then apply them consistently;

– make judgements and estimates that are reasonable and prudent;

-state, with regard to the parent company financial statements, whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-state whether the group financial statements have been prepared in accordance with IFRSs as adopted by the European Union subject to any material departures disclosed and explained in the parent company financial statements;

– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation and the parent company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions.

The directors confirm, to the best of their knowledge:

(a)  that the group financial statements, which have been prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the group; and

(b)  the management report included in the directors report includes a fair review of the development and performance of the business and the position of the company and the group taken as a whole, together with a description of the principal risks and uncertainties that they face.

The names and functions of all the directors are stated on page 20.

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF BISICHI MINING PLC

We have audited the financial statements of Bisichi Mining PLC for the year ended 31 December 2009 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company balance sheets, the consolidated statement of changes in shareholders’ equity, the consolidated cash flow statement and the related notes. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial accounting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 

Respective responsibilities of directors and auditors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

Opinion on financial statements

In our opinion;

  • * the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 December 2009 and of the group’s profit for the year then ended;
  • * the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
  • * the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • * the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

  • the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and
  • the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

  • * adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
  • * the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or
  • * certain disclosures of directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.

Under the Listing Rules we are required to review:

  • * the directors’ statement, set out on page 25, in relation to going concern; and
  • * the part of the corporate governance statement relating to the company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review.

Stuart Barnsdall (Senior statutory auditor)
for and on behalf of PKF (UK) LLP,
Statutory auditors
London. UK
19 April 2010

Consolidated income statement
for the year ended 31 December 2009                                                                                                   

  2009 2009 2009 2008
Notes Trading Revaluations Total  
  £’000 £’000 £’000 £’000
   
Group Revenue 1 29,016 29,016 25,979
Operating costs 2 (24,616) (24,616) (19,754)
Operating profit before fair value adjustments 1 4,400 4,400 6,225
Increase/(decrease) in value of investment properties 3 67 67 (3,075)
Gains/(losses) on held for trading investments 288 137 425 (534)
Operating profit                             1 4,688 204 4,892 2,616
Share of profit/(loss) in joint ventures 13 101 101 (305)
Profit before interest and taxation 4,688 305 4,993 2,311
Interest receivable 226 226 345
Interest payable 6 (216) (216) (539)
Profit before tax 4 4,698 305 5,003 2,117
Taxation 7 (1,427) 97 (1,330) (1,811)
Profit for the year 3,271 402 3,673 306
     
Attributable to:
Equity holders of the company
3,271 402 3,673 302
Minority interest 4
Profit for the year 3,271 402 3,673 306
   
Earnings per share – basic 9 31.30p 3.84p 35.14p 2.89p
Earnings per share – diluted 9 30.59p 3.76 p 34.35p 2.83p

Trading income reflects all the trading activity on mining and property operations.  Revaluation income reflects the revaluation of investment properties and other assets within the group and any proportion of these amounts within Joint Ventures.  The total column represents the consolidated income statement presented in accordance with IAS 1.

Consolidated statement of comprehensive income
at 31 December 2009

2009 2008
£’000 £’000
   
Profit for the year 3,673 306
 Other comprehensive income:  
Exchange differences on translation of foreign operations 530 61
Taxation
Other comprehensive income for the year net of tax 4,203 367
Total comprehensive income for the year net of tax 4,203 367
 
Attributable to:  
Equity shareholders 4,203 363
4
  4,203 367

 Company Registration No. 112155

Consolidated balance sheet
at 31 December 2009

2009 2008
Notes £’000 £’000
Assets  
Non-current assets  
Value of investment properties 10 11,865 11,773
Fair value of head lease 246 234
12,111 12,007
Mining reserves, plant and equipment 11 8,057 7,554
Investments in joint ventures 12 3,259 3,072
Other Investments 12 496 334
Total non-current assets 23,923 22,967
 
Current assets  
Inventories 15 1,139 1,397
Trade and other receivables 16 2,060 5,524
Corporation tax recoverable 19 15
Held for trading investments 17 510 627
Cash and cash equivalents 6,609 3,414
Total current assets 10,337 10,977
Total assets 34,260 33,944
 
Liabilities  
Current liabilities  
 

Borrowings

19 (4,593) (6,877)
18 (5,571) (5,805)
    Current tax liabilities (260) (1,645)
 Total current liabilities (10,424) (14,327)
   
Non current liabilities  
 

Borrowings

19 (533) (541)
    Provision for rehabilitation 20 (772) (571)
    Finance lease liabilities 29 (246) (234)
    Deferred tax liabilities  22 (2,985) (2,625)
Total non current liabilities (4,536) (3,971)
Total liabilities (14,960) (18,298)
Net assets 19,300 15,646
   
Equity  
    Share capital 23 1,045 1,045
    Translation reserve (685) (1,215)
    Other reserves 24 480 663
    Retained earnings 18,460 15,153
Total equity attributable to equity shareholders 19,300 15,646

These financial statements were approved and authorised for issue by the board of directors on 16 April 2010 and signed on its behalf by:

M A Heller                    A R Heller
Director                        Director

Consolidated statement of changes in shareholders’ equity
for the year ended 31 December 2009

   
Share capital

Translation reserves

Other reserves

Retained earnings
Total
    £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2008 1,045 (1,276) 426 15,164 15,359
Revaluation of investment properties (3,075) (3,075)
Movement on fair value of derivatives 16 16
Other income statement movements 3,361 3,361
Profit for the year 302 302
Exchange adjustment 61 61
Total comprehensive income for the year 61 302 363
Dividend (313) (313)
Equity share options 237 237
Balance at 1 January 2009     1,045 (1,215) 663 15,153 15,646
Revaluation of investment properties 67 67
Other income statement movements 3,606 3,606
Profit for the year 3,673 3,673
Exchange adjustment 530 530
Total comprehensive income for the year 530 3,673 4,203
Dividend (366) (366)
Equity share options (183) (183)
Balance at 31 December 2009 1,045 (685) 480 18,460 19,300

Consolidated cash flow statement
for the year ended 31 December 2009

Year ended
31 December 2009
Year ended

31 December 2008

£’000 £’000
Cash flows from operating activities              
Operating profit 4,892 2,616
Adjustments for:  
       Depreciation 2,541 2,072
       Share based payment expense (183) 237
    (Gain) / loss on investment held for trading (425) 534
       Unrealised (gain) / loss on investment properties (67) 3,075
 
Cash flow before working capital 6,758 8,534
 
Change in inventories 258 (1,271)
Change in trade and other receivables                               4,042 (4,134)
Change in trade and other payables (1,478) 636
Change in provisions 201 571
Acquisitions of held for trading investments (75) (334)
Proceeds from held for trading investments 617 12
Cash generated from operations 10,323 4,014
Interest received 226 345
Interest paid (216) (539)
Income tax paid (2,359) (866)
Cash flow from operating activities 7,974 2,954
 
Cash flows from investing activities  
Acquisition of reserves, plant and equipment (2,087) (3,941)
Proceeds from sale of investment properties, reserves, plant and equipment 58
Acquisitions of investments (136) (420)
Cash flow from investing activities (2,223) (4,303)
   
Cash flows from financing activities  
Borrowings drawn 406 847
Borrowings repaid (700) (546)
Equity dividends paid (366) (313)
Cash flow from financing activities (660) (12)
 
Net increase / (decrease) in cash and cash equivalents 5,091 (1,361)
 
Cash and cash equivalents at 1 January (116) 1,244
Exchange adjustment 102 1
Cash and cash equivalents at 31 December 5,077 (116)
Cash and cash equivalents at 31 December comprise:  

 

   Cash and cash equivalents as presented in the balance sheet 6,609 3,414
   Bank overdrafts (secured) (1,532) (3,530)
5,077 (116)

 Group accounting policies
for the year ended 31 December 2009

Basis of accounting

The results for the year ended 31 December 2009 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The principal accounting policies are described below:

The group financial statements are presented in £ sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise stated.

International Accounting Standards (IAS/IFRS)
The financial statements are prepared in accordance with International Financial Reporting Standards and Interpretations in force at the reporting date.

During 2009 the following accounting standards and guidance were adopted by the group:

  • * IAS 1 (Revised) Presentation of Financial Statements

The revised standard has changed the way the group’s primary financial statements have been presented. The revision required information to be aggregated on the basis of shared characteristics and introduced a “statement of comprehensive income” to enable readers to analyse changes in an entity’s equity resulting from transactions with owners separately from “non-owner” changes. Comparative information has been re-presented so that it also is in conformity with the revised standard.

  • * IFRS 7 (Amendment) Financial Instruments: Disclosures

The amendment introduced a three-level hierarchy for fair value measurement disclosures and required entities to provide additional disclosures about the relative reliability of those fair valued instruments. In addition the amendment clarified and enhanced liquidity risk disclosure requirements to enable users to better evaluate the nature and extent of liquidity risk arising from financial instruments and how the entity managed risk. The group has provided these additional disclosures in the notes to the financial statements.

  • * IFRS 8 Operating Segments

IFRS 8 replaced IAS 14 and requires operating segments to be identified on the basis of internal reports about components that are regularly reviewed by the board. The new standard has not significantly impacted the way management reports segmental information as this is the basis on which the group is organised and managed.

During 2009 the following standards and interpretations were adopted by the group and were mandatory for the accounting period, but either had no material impact on the group’s financial statements or were not relevant to the operations of the group:

  • IFRS 1 (Amendment) First time adoption of IFRS
  • IFRS 2 (Amendment) Share-based payment
  • IAS 23 (Amendment) Borrowing Costs.
  • IAS 27 (Amendment) Consolidated and Separate Financial Statements
  • IAS 32 (Amendment) Financial Instruments Presentation
  • IAS 39 and IFRS 7 (Amendment) Financial Instruments Recognition and Measurement
  • IAS 40 (Amendment) Investment Property
  • IFRIC 9 (amendment) Financial instruments: Recognition and measurement, and Reassessment of embedded derivatives
  • IFRIC 13 Customer loyalty programmes
  • IFRC 15 Agreements for the construction of real estate
  • IFRIC 16 Hedges of a net investment in a foreign operation

The group has not adopted any standards or interpretations in advance of the required implementation dates. It is not expected that adoption of standards or interpretations which have been issued by the International Accounting Standards Board but have not been adopted will have a material impact on the financial statements.

Of these standards:

  • * IAS 27 (Amendment) Consolidated and separate financial statements

would impact only on the presentation of these financial statements.

  • * IFRS 3 (Revised) “Business combinations”

would only have an impact on future business combinations.

Key Judgements and Estimates                                                                                                        

The directors consider their judgements and estimates surrounding the life of the mine and its reserves to have the most significant effect on the amounts recognised in the financial statements and to be the area where the financial statements are at most risk of a material adjustment due to estimation uncertainty.

In addition the directors note that other areas, in particular the valuation of the investment properties, are considered to be less judgemental due to the nature of the underlying properties and the use of external valuers.

Basis of consolidation

The group accounts incorporate the accounts of Bisichi Mining Plc and all of its subsidiary undertakings, together with the group’s share of the results of its joint ventures and associates.

Revenue

Revenue comprises sales of coal and property rental income. Revenue is recognised when delivery of the product or service has been made and when the customer has a legally binding obligation to settle under the terms of the contract and has assumed all significant risks and rewards of ownership.

Revenue is only recognised on individual sales when all of the significant risks and rewards of ownership have been transferred to a third party. In most instances revenue is recognised when the product is delivered to the location specified by the customer, which is typically when loaded into transport, where the customer pays the transportation costs.

Rental income is recognised in the group income statement on a straight-line basis over the term of the lease. This includes the effect of lease incentives.

Investment Properties

Investment properties comprise freehold and long leasehold land and buildings. Investment properties are carried at fair value in accordance with IAS 40 ‘Investment Properties’. Properties are recognised as investment properties when held for long-term rental yields, and after consideration has been given to a number of factors including length of lease, quality of tenant and covenant, value of lease, management intention for future use of property, planning consents and percentage of property leased. Investment properties are revalued annually by professional external surveyors and included in the balance sheet at their fair value. Gains or losses arising from changes in the fair values of assets are recognised in the consolidated income statement in the period to which they relate. In accordance with IAS 40, investment properties are not depreciated. Properties held for use in the business or in the course of restoration, renovation or held for development or sale, are not recognised as investment properties and are held at depreciated historical cost.

The fair value of the head leases is the net present value of the current head rent payable on leasehold properties until the expiry of the lease.

Mining reserves, plant and equipment

The cost of property, plant and equipment comprises its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in accordance with agreed specifications. Freehold land is not depreciated. Other property, plant and equipment is stated at historical cost less accumulated depreciation.

The life of mine remaining as at year end is currently estimated at 5 years. A provision for rehabilitation of the mine is carried at fair value and is provided for over the life of mine. The provision includes the restoration of the underground, opencast and surface operations and is estimated to be utilised at the end of the life of mine of the group.

Mine reserves and development cost

The purpose of mine development is to establish secure working conditions and infrastructure to allow the safe and efficient extraction of recoverable reserves. Depreciation on mine development is not charged until production commences or the assets are put to use. On commencement of full production, depreciation is charged over the life of the mine on a straight-line basis.

Surface mine development

Expenditure incurred prior to the commencement of working surface mine sites, net of any residual value and taking into account the likelihood of the site being mined, is capitalised within property, plant and equipment and charged to the income statement over the life of the recoverable reserves of the scheme.

Other assets

The cost, less estimated residual value, of other property, plant and equipment is written off on a straight-line basis over the asset’s expected useful life. Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Changes to the estimated residual values or useful lives are accounted for prospectively. Heavy surface mining and other plant and equipment is depreciated at varying rates depending upon its expected usage.

The depreciation rates generally applied are:

Mining equipment – The shorter of its useful life or the life of the mine

Mining reserves – Over the expected life of the reserves

Motor vehicles – 25-33 per cent per annum

Office equipment – 10-33 per cent per annum

Employee Benefits

Share based remuneration

The company operates a share option scheme. The fair value of the share option scheme is determined at the date of grant. This fair value is then expensed on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest. The fair value of options granted is calculated using a binomial model.   Details of the share options in issue are disclosed in the Directors Remuneration Report.

Pensions

The group operates a defined contribution pension scheme. The contributions payable to the scheme are expensed in the period to which they relate.

Foreign Currencies

Monetary assets and liabilities are translated at year end exchange rates and the resulting exchange rate differences are included in the consolidated income statement within the results of operating activities if arising from trading activities and within finance cost/income if arising from financing.

For consolidation purposes, income and expense items are included in the consolidated income statement at average rates, and assets and liabilities are translated at year end exchange rates. Translation differences arising on consolidation are taken directly to reserves. Where foreign operations are disposed of, the cumulative exchange differences of that foreign operation are recognised in the consolidated income statement when the gain or loss on disposal is recognised.

Transactions in foreign currencies are translated at the exchange rate ruling on transaction date.

Financial Instruments

The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Bank loans and overdrafts

Bank loans and overdrafts are included as financial liabilities on the group balance sheet at the amounts drawn on the particular facilities net of the unamortised cost of financing. Interest payable on those facilities is expensed as finance cost in the period to which it relates.

Finance lease liabilities

Finance lease liabilities arise for those investment properties held under a leasehold interest and accounted for as investment property. The liability is initially calculated as the present value of the minimum lease payments, reducing in subsequent reporting periods by the apportionment of payments to the lessor.

Interest rate derivatives

The group uses derivative financial instruments to manage the interest rate risk associated with the financing of the group’s business. No trading in such financial instruments is undertaken. At each reporting date, these interest rate derivatives are recognised at fair value, being the estimated amount that the group would receive or pay to terminate the agreement at the balance sheet date, taking into account current interest rates and the current credit rating of the counterparties. The gain or loss at each fair value re-measurement is recognised immediately in the income statement.

Held for trading investments

Financial assets/liabilities held for trading or short-term gain are measured at fair value and movements in fair value are charged/credited to the income statement in the period.

Trade receivables

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated recoverable amounts as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material.

Trade payables

Trade payables are not interest bearing and are stated at their nominal value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material.

Other Financial assets and liabilities

The groups other financial assets and liabilities not disclosed above are fair valued as shown below.

Financial assets:

– Cash and cash equivalents are measured at cash value.

– Other receivables at amount owed

– Other loans receivable at amount owed

Finance liabilities:

– Other payables at amount owing

Joint Ventures

Investments in joint ventures, being those entities over whose activities the group has joint control, as established by contractual agreement, are included at cost together with the group’s share of post acquisition reserves, on an equity basis.

Inventories    

Inventories are stated at the lower of cost and net realisable value. Cost includes materials, direct labour and overheads relevant to the stage of production. Net realisable value is based on estimated selling price less all further costs to completion and all relevant marketing, selling and distribution costs.

Other investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are recognised at cost less any provision for impairment.

Impairment

Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable an asset is reviewed for impairment. An asset’s carrying value is written down to its estimated recoverable amount (being the higher of the fair value less cost to sell and value in use) if that is less than the asset’s carrying amount.

Deferred Tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. In respect of the deferred tax on the revaluation surplus, this is calculated on the basis of the chargeable gains that would crystallise on the sale of the investment portfolio as at the reporting date. The calculation takes account of indexation on the historical cost of the properties and any available capital losses.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the group income statement, except when it relates to items charged or credited directly to equity, in which case it is also dealt with in equity.

Dividends

Dividends payable on the ordinary share capital are recognised as a liability in the period in which they are approved.

Cash and Cash Equivalents

Cash comprises cash in hand and on-demand deposits. Cash and cash equivalents comprises short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and original maturities of three months or less. The cash and cash equivalents shown in the cashflow statement are stated net of bank overdrafts.

Segmental Reporting

For management reporting purposes, the group is organised into business segments distinguishable by economic activity. The group’s only business segments are mining activities and investment properties. These business segments are subject to risks and returns that are different from those of other business segments and are the primary basis on which the group reports its segment information. This is consistent with the way the group is managed and with the format of the group’s internal financial reporting. Significant revenue from transactions with an individual customer, which makes up 10 percent or more of the total revenue of the group, is separately disclosed within each segment. 

Notes to the financial statements
for the year ended 31 December 2009
 1. Segmental reporting

 Business analysis

Mining Property 2009

Other

Total
£’000 £’000 £’000 £’000
       
Significant revenue customer A 10,524 10,524
Significant revenue customer B 6,991 6,991
Significant revenue customer C 3,747 3,747
Other Revenue 6,544 1,005 205 7,754
Segment revenue 27,806 1,005 205 29,016
Operating profit before adjustments 3,873 621 (94) 4,400
Revaluation of investments 67 425 492
 
Operating profit and segment result 3,873 688 331 4,892
Segment assets 11,587 12,236 509 24,332
Unallocated assets      
       –     Fixed assets       60
–        Cash & cash equivalents       6,609
Total assets       31,001
Segment liabilities (5,568) (2,736) (117) (8,421)
Borrowings (894) (2,700) (3,594)
(6,462) (5,436) (117) (12,015)
Unallocated liabilities (2,945)
Total liabilities (14,960)
Net assets 16,041
Investment in joint ventures non segmental 3,259
Net assets as per balance sheet                                           19,300

Geographic analysis

UnitedKingdom South Africa Other Unallocated Total
£’000 £’000 £’000 £’000 £’000
Revenue 1,210 27,806 29,016
Operating profit and segment result 1,019 3,873 4,892
Non-current assets excluding investments 12,111 7,997 60 20,168
Total net assets 7,151 5,112 55 6,982 19,300
Capital expenditure 25 2,062 2,087

Notes to the financial statements
for the year ended 31 December 2009

1. Segmental reporting

 Business analysis

Mining Property 2008
Other
Total
£’000 £’000 £’000 £’000
Significant revenue customer A 6,095 6,095
Significant revenue customer B 6,035 6,035
Significant revenue customer C 4,680 4,680
Other Revenue 8,101 1,032 36 9,169
Segment revenue 24,911 1,032 36 25,979
Operating profit before adjustments 5,573 599 53 6,225
Revaluation of investments (3,075) (534) (3,609)
 
Operating profit and segment result 5,573 (2,476) (481) 2,616
Segment assets 15,199 11,408 752 27,359
Unallocated assets      
       –     Fixed assets       99
–        Cash & cash equivalents       3,414
Total assets       30,872
Segment liabilities (4,461) (3,230) (2) (7,693)
Borrowings (889) (3,000) (3,889)
(5,350) (6,230) (2) (11,582)
Unallocated liabilities (6,716)
Total liabilities (18,298)
Net assets 12,574
Investment in joint ventures non segmental 3,072
Net assets as per balance sheet                                           15,646

Geographic analysis

United Kingdom South Africa Other Unallocated Total
£’000 £’000 £’000 £’000 £’000
Revenue 1,068 24,911 25,979
Operating (loss)/profit and segment result (2,957) 5,573 2,616
Non-current assets excluding investments 12,007 7,455 99 19,561
Total net assets 6,661 9,162 (46) (131) 15,646
Capital expenditure 153 3,788 3,941

2. Operating costs

2009 2008
£’000 £’000
 

Mining

16,462 12,457
Property 81 70
Share dealing 7
Cost of sales 16,543 12,534
Administration 8,073 7,220
Operating costs 24,616 19,754
The direct property costs are:  
    Ground rent 15 15
    Direct property expense 63 50
    Bad debts 3 5
81 70

3. Gain / (loss) on revaluation and sale of investment properties

 The reconciliation of the investment surplus to the gain on revaluation of investment properties
in the income statement is set out below:

2009 2008
£’000 £’000
 

Investment surplus

55 (3,042)
Loss/(gain) on valuation movement in respect of head lease payments 12 (33)
Gain/(loss) on revaluation of investment properties 67 (3,075)

4. Profit before taxation

Profit before taxation is arrived at after charging/(crediting):

2009 2008
£’000 £’000
Staff costs (see note 27) 6,661 7,616
Depreciation 2,541 2,072
Exchange (gain) / loss (237) 144
Fees payable to the company’s auditor for the audit of the company’s annual accounts 45 43
Fees payable to the company’s auditor and its associates for other services:  
   The audit of the company’s subsidiaries,
pursuant to legislation
28 19
    Other services 1 1

The directors consider the auditors were best placed to provide the above non-audit services.
The audit committee reviews the nature and extent of non-audit services to ensure that independence is maintained.

5. Director’s emoluments

Director’s emoluments are shown in the Director’s remuneration report on page 26 under the heading Director’s remuneration which is within the audited part of this report.

6. Interest payable

2009 2008
£’000 £’000
On bank overdrafts and bank loans 94 176
Other interest payable 122 347
Hedging 16
Interest payable 216 539

 7. Taxation

2009 2008
£’000 £’000
(a) Based on the results for the year:  

 

   
Corporation tax at 28% (2008: 28.5%) 1,203 2,075
Adjustment in respect of prior years – UK 142
Current tax 1,203 2,217
Deferred tax – current year 127 (406)
Total tax in income statement 1,330 1,811
 
(b) Factors affecting tax charge for the year:  
The corporation tax assessed for the year is different from that at
the standard rate of corporation tax in the United Kingdom of 28% (2008: 28.5%)
 
 
The differences are explained below:  
Profit on ordinary activities before taxation 5,003 2,117
Tax on profit on ordinary activities at 28% (2008: 28.5%) 1,401 603
Effects of:  
Expenses not deductible for tax purposes 67 298
Capital gains in excess of profit on disposal                                     – 283
Other differences (119) 63
Deferred tax assets not recognised 328
Adjustment to smaller companies rates (19) (31)
Adjustment in respect of prior years 267
Total tax 1,330 1,811
 

(c) Analysis of United Kingdom and Overseas tax

United Kingdom tax included in above:

Adjustment in respect of prior years 142
Current tax 142
Deferred tax 242 (1,150)
242 (1,008)

Overseas tax included in above:

Corporation tax 1,203 2,075
Adjustment in respect of prior years
Current tax 1,203 2,075
Deferred tax (115) 744
1,088 2,819

Factors that may affect future tax charges:                                                      

Based on current capital expenditure plans, the group expects to continue to be able to claim capital allowances in excess of depreciation in future years.

8. Dividends paid

2009
Per share
2009
£’000
 

2008
Per share

 

2008

£’000

Dividends paid during the year relating to the prior period 3.50p 366 3.00p 313
Dividends to be paid:      
Interim dividend for 2009 paid on the 5 February 2010   1.00 p 105
Proposed final dividend for 2009   3.00 p 313 3.50p 366
  4.00 p 418 3.50p 366

The dividends to be paid are not accounted for until they have been approved at the Annual General Meeting. The amount will be accounted for as an appropriation of retained earnings in the year ending 31 December 2010.

9. Earnings and diluted earnings per share

Both the basic and diluted earnings per share calculations are based on a profit of £3,673,000 (2008: profit £302,000). The basic earnings per share have been calculated on 10,451,506 (2008: 10,451,506) ordinary shares being in issue during the period. The diluted earnings per share have been calculated on the number of shares in issue of 10,451,506 (2008: 10,451,506) plus the dilutive potential ordinary shares arising from share options of 241,313 (2008: 236,986) totalling 10,692,819 (2008: 10,688,492).

10. Investment properties

 

Freehold
£’000
Long
Leasehold
£’000
Total

£’000

Valuation at 1 January 2009 8,673 3,100 11,773
Additions 25 25
Revaluation 167 (100) 67
Valuation at 31 December 2009 8,865 3,000 11,865
 
Valuation at 1 January 2008 11,075 3,650 14,725
Additions 123 123
Revaluation (2,525) (550) (3,075)
Valuation at 31 December 2008 8,673 3,100 11,773
 
Historical cost  
At 31 December 2009 4,801 728 5,529
At 31 December 2008 4,776 728 5,504

Long leasehold properties are those for which the unexpired term at the balance sheet date is not less than 50 years.

All investment properties are held for use in operating leases and all properties generated rental income during the period.

Freehold and Long Leasehold properties were externally professionally valued at 31 December 2009 on an open market basis by:

£’000
BNP Paribas Real Estate 8,865
Carter Towler LLP, Chartered Surveyors 3,000
11,865

The valuations were carried out in accordance with the Statements of Asset Valuation and Guidance Notes published by

The Royal Institution of Chartered Surveyors.

11. Mining reserves, plant and equipment

Mining Reserves Mining equipment Motor Vehicles Office equipment Total
£’000 £’000 £’000 £’000 £’000
Cost at 1 January 2009 1,705 11,360 346 103 13,514
Exchange adjustment 225 1,500 23 7 1,755
Additions 2,000 50 12 2,062
Disposals (19) (2,279) (32) (3) (2,333)
Cost at 31 December 2009 1,911 12,581 387 119 14,998
Accumulated depreciation

at 1 January 2009

1,151 4,523 232 54 5,960
Exchange adjustment 156 593 21 3 773
Charge for the year 119 2,358 50 14 2,541
Disposals in year (19) (2,279) (32) (3) (2,333)
Accumulated depreciation
at 31 December 2009
1,407 5,195 271 68 6,941
Net book value at 31 December 2009 504 7,386 116 51 8,057
         
Cost at 1 January 2008 1,703 7,577 579 80 9,939
Exchange adjustment 2 9 11
Additions 3,774 21 23 3,818
Disposals (254) (254)
Cost at 31 December 2008 1,705 11,360 346 103 13,514
Accumulated depreciation

at 1 January 2008

869 2,812 359 40 4,080
Exchange adjustment 1 3 4
Charge for the year 281 1,708 69 14 2,072
Disposals in year (196) (196)
Accumulated depreciation
at 31 December 2008
1,151 4,523 232 54 5,960
Net book value at 31 December 2008 554 6,837 114 49 7,554

 

 12. Investments held as non-current assets

2009
Joint 
Ventures
Assets
2009

Other

2009
Joint 
Ventures
Asse
ts
2008

Other

£’000 £’000 £’000 £’000
At 1 January 2,363 617 1,921 684
Additions
Transfer (121) 137 747 (67)
Exchange adjustment 25
Share of gain/(loss) in joint ventures 101 (305)
Net assets at 31 December 2,343 779 2,363 617

Loan to joint venture:

At 1 January 709 599
Additions 207 110
At 31 December 916 709
At 31 December 3,259 779 3,072 617
 

Provision for diminution in value:

   
At 1 January (283) (213)
Write down of investment (70)
At 31 December (283) (283)
Net book value at 31 December 3,259 496 3,072 334
Included in other investments are:     2009
£’000
2008
£’000
Net book value of unquoted investments     133 133
Rehabilitation fund     348 186
Net book value of investments listed on overseas Stock Exchanges     15 15
    496 334
Market value of the overseas listed investments     15 35

13. Joint ventures

The company owns 50% of the issued share capital of Dragon Retail Properties Limited, an unlisted property investment company. The remaining 50% is held by London & Associated Properties PLC. Dragon Retail Properties Limited is incorporated in England and Wales. It has issued share capital of 500,000 (2008: 500,000) ordinary shares of £1 each.

The company owns 49% of the issued share capital of Ezimbokodweni Mining (pty) Limited, an unlisted prospective coal production company. The company is incorporated in South Africa. It has issued share capital of 100 (2008: 100) ordinary shares of ZAR1 each.

Ezimbokodweni Dragon  

 

49% 50% 2009 2008
£’000 £’000 £’000 £’000
Turnover 101 101 101
Profit and loss
    Profit/(loss) before tax 101 101 (304)
    Taxation (1)
   Profit/(Loss) after taxation 101 101 (305)
Balance sheet  
   Non-current assets 916 1,515 2,431 2,095
    Current assets 1,311 1,311 1,624
    Current liabilities (916) (1,036) (1,952) (1,938)
    Non-current liabilities     (130) (130) (101)
   Share of net assets at 31 December   1,660 1,660 1,680

 14. Subsidiary companies

 The company owns the following ordinary share capital of the principal subsidiaries which are included within the consolidated financial statements:

Activity  

Percentage of
share capital

Country of incorporation
Mineral Products Limited Share dealing 100% England and Wales
Black Wattle Colliery (pty) Limited Coal mining 100% South Africa
Bisichi Coal Mining (pty) Limited Coal mining 100% South Africa
Bisichi Mining (Exploration) Limited Holding company 100% England and Wales
Ninghi Marketing Limited Dormant 90.1% England and Wales

15. Inventories

 

2009
£’000
2008
£’000
Coal
Washed 1,048 1,284
Run of mine 57 83
Other 34 30
1,139 1,397

16. Trade and other receivables

 

2009
£’000

 

2008
£’000

Amounts falling due within one year:
    Trade receivables 1,875 5,392
    Other receivables 98 76
    Prepayments and accrued income 87 56
2,060 5,524

17. Held for trading investments

 

2009
£’000

 

2008
£’000

Market value of Listed Investments:
Listed in Great Britain 448 582
Listed outside Great Britain 62 45
510 627
Original cost of Listed Investments 452 814
Unrealised surplus/(deficit) of market value over/(under) cost 58 (187)

18. Trade and other payables

 

2009
£’000

 

2008
£’000

Trade payables 1,004 852
Amounts owed to Joint ventures 1,165 1,551
Other payables 569 528
Accruals and deferred income 2,833 2,874
5,571 5,805

 

 19. Financial liabilities – borrowings

    Current   Non-current
2009
£’000
2008
£’000
2009
£’000
2008
£’000
Bank overdraft (secured) 1,532 3,530
Bank loan (secured) 3,061 3,347 533 541
4,593 6,877 533 541
  2009
£’000
2008
£’000
Bank overdraft and loan instalments by reference to the balance sheet date:    
    Within one year   4,593 6,877
    From one to two years   533 334
    From two to five years   207
  5,126 7,418
Bank overdraft and loan analysis
by origin:
   
    United Kingdom   2,700 6,042
    Southern Africa   2,426 1,376
  5,126 7,418

The United Kingdom bank loans and overdraft are secured by way of a first charge over the investment properties in the UK which are included in the financial statements at a value of £11,865,000.

The South African bank loans are secured by way of a first charge over specific pieces of mining equipment and the debtors of the relevant company which holds the loan which are include in the financial statements at a value of £3,455,000.

Consistently with others in the mining and property industry, the group monitors its capital by its gearing levels. This is calculated as the net debt (loans less cash and cash equivalents) as a percentage of the equity. During 2009 this decreased to nil (2008: 25.6%) which was calculated as follows:

2009
£’000
2008
£’000
Total debt 5,126 7,418
Less cash and cash equivalents   (6,609) (3,414)
Net debt   (1,483) 4,004
Total equity   19,300 15,636
Gearing   25.6%

 20. Provision for rehabilitation

 

2009
£’000

2008£’000
As at 1 January 571
Transfer 99
Additions 201 472
As at 31 December 772 571


21. Financial instruments

Treasury policy
The group enters into derivative transactions such as interest rate swaps and forward exchange contracts in order to help manage the financial risks arising from the group’s activities. The main risks arising from the group’s financing structure are interest rate risk, liquidity risk, market risk, credit risk, currency risk and commodity price risk. The policies for managing each of these risks and the principal effects of these policies on the results are summarised below.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument or cashflows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the group uses. Treasury activities take place under procedures and policies approved and monitored by the Board to minimise the financial risk faced by the group. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets and loans to joint ventures. Interest bearing borrowings comprise bank loans, bank overdrafts and variable rate finance lease obligations. The rates of interest vary based on LIBOR in the UK and PRIME in South Africa.

As at 31 December 2009, with other variables unchanged, a 1% increase or decrease in interest rates, on investments and borrowings whose interest rates are not fixed, would respectively decrease or increase the profit for the year by £14,000 (2008: £51,000). The effect on equity of this change would be an equivalent decrease or increase for the year of £14,000 (2008: £51,000).

Liquidity risk

The group’s policy is to minimise refinancing risk. Efficient treasury management and strict credit control minimise the costs and risks associated with this policy which ensures that funds are available to meet commitments as they fall due. As at year end the group held temporary borrowing facilities in the UK in Bisichi Mining Plc. The company held adequate funds at year end to cover borrowings drawn on the temporary facility. The company was within its bank borrowing facilities and had not breached any of its covenants. New borrowings in the UK, to replace temporary borrowing facilities, were signed in March 2010. Further details are provided in borrowing facilities information later in this note. Trade and other payables are all due within one year.

The table below shows the currency profiles of cash and cash equivalents:

2009
£’000
2008
£’000
Sterling 2,904 203
South African Rand   3,705 3,211
  6,609 3,414

Cash and cash equivalents earn interest at rates based on LIBOR in Sterling and Prime in Rand.

Market risk
The group is exposed to market price risk through interest rate and currency fluctuations and commodity price risk.

 Credit risk

The group is exposed to credit risk on its financial assets as per the balance sheet. At the balance sheet date there was no significant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet which at year end amounted to £8,582,000 (2008: £8,882,000).

Trade debtor’s credit ratings are reviewed regularly. The group only deposits surplus cash with well-established financial institutions of high quality credit standing. As at year end the amount of material receivables held past due date was £nil (2008: £nil).

Financial assets maturity

On 31 December 2009, cash at bank and in hand amounted to £6,609,000 (2008: £3,414,000) which is invested in short term bank deposits maturing within one year bearing interest at the bank’s variable rates. Cash and cash equivalents all have a maturity of less than 3 months.

Total financial assets and liabilities

The group’s financial assets and liabilities are as follows, representing both the fair value and the carrying value:                                       

 

Loans and receivables
£’000

 

Financial Liabilities measured at amortised cost
£’000

 

Assets at fair value through profit and loss   £’000

 

2009
£’000

2008

£’000

         
Cash and cash equivalents   6,609 6,609 3,414
Investments held for trading   510 510 627
Other Investments   496 496 334
Trade and other receivables   1,973 1,973 5,468
Bank Borrowings   (5,126) (5,126) (7,418)
Finance leases   (246) (246) (234)
Other Liabilities   (5,403) (5,403) (5,638)
  8,582 (10,775) 1,006 (1,187) (3,447)

Investments held for trading and other investments fair valued fall under level 1 of the fair value hierarchy into which fair value measurements are recognised in accordance with the levels set out in IFRS 7.

Borrowing facilities

The group has signed new borrowing facilities in both its UK and South African operations

In the UK, a term loan facility of £5million and an overdraft facility of £2million were signed by Bisichi Mining Plc in March 2010 with Royal Bank of Scotland. This facility will expire in December 2012 and is secured against the group’s UK retail property portfolio.

In South Africa, a structured trade finance facility of R60million (South African Rand) was signed by Black Wattle Colliery (pty) Limited in March 2010 with Absa Bank Limited, a South African subsidiary of Barclays Bank PLC. The facility is renewed annually and is secured against inventory, debtors and cash that are held by Black Wattle Colliery (pty) Limited. This facility comprises of a R40million revolving loan to cover the working capital requirements of the group’s South African operations, and a R20million loan facility to cover Guarantee requirements related to the group’s South African mining operations.

At 31 December 2009 the group was within its bank borrowing facilities and had not breached any of its covenants. Term loan repayments are as set out in Note 19. Details of other financial liabilities are shown in notes 18 and 19.

Commodity price risk

Commodity price risk is the risk that the group’s future earnings will be adversely impacted by changes in the market
of commodities. The group is exposed to commodity price risk as its future revenues will be derived based on a contract with a physical off-take partner at prices that will be determined by reference to market prices of coal at the delivery date.

From time to time the group may manage its exposure to commodity price risk by entering into forward sales contracts with the goal of preserving future revenue streams.

Foreign exchange risk

All trading is undertaken in the local currencies. Funding is also in local currencies other than inter-company investments
and loans and it is not the group’s policy to obtain forward contracts to mitigate foreign exchange risk on these amounts.

As a result of the group’s mining assets being held in South Africa and having a functional currency different than the presentation currency, the group balance sheet can be affected significantly by movements in the pounds sterling to the South African Rand. During 2008 and 2009 the group did not hedge its exposure of foreign investments held in foreign currencies. There is no significant impact on profit and loss from foreign currency movements associated with these South African subsidiary assets and liabilities as the effect of foreign currency gains or losses arising are recorded through the translation reserve.

The effect of a movement in foreign currencies on the income statement and equity of the group is shown in the sensitivity analysis below:

 

Profit and loss
2009
£’000
2008

£’000

Equity
2009
£’000
Equity
2008
£’000
If there were a 10% weakening
of the South African Rand against
Sterling with all other variables
held constant – (decrease)
(185) (391) (598) (776)
If there were a 10% strengthening
of the South African Rand against
   
Sterling with all other variables
held constant – increase
211 433 731 949

22. Deferred taxation

2009
£’000
2008
£’000
Balance at 1 January 2,625 3,030
Recognised in income   127 (406)
Exchange adjustment   233 1
  2,985 2,625
   
The deferred tax balance comprises
the following:
Revaluation of properties   1,216 1,313
Capital allowances   1,969 1,827
Short-term timing differences   (200) (515)
  2,985 2,625

23. Share capital

2009
£’000
2008
£’000
Authorised: 13,000,000 ordinary
shares of 10p each
1,300 1,300
Allotted and fully paid:
10,451,506 ordinary shares
  1,045 1,045

24. Other reserves

2009
£’000
2008
£’000
Equity share options 394 577
Net premium on share capital
in joint venture
  86 86
  480 663

25. Share based payments

Details of the share option scheme are shown in the Directors remuneration report on page 26 under the heading Share option schemes which is within the audited part of this report. Further details of the share option schemes are set out below.
The Bisichi Mining PLC Unapproved Option Schemes:

 

Year of grant

Subscription

price per share

Period within which options

exercisable

Number of share

for which options

outstanding at

31 December 2008

Number of share options issued/ (cancelled)

during year

 

Number of share
for which options
outstanding at
31 December 2009

2002 34.0p Sep 2005 – Sep 2012 313,000 313,000
2004 149.0p Sep 2007 – Sep 2014 200,000 (120,000) 80,000
2006 237.5p Oct 2009 – Oct 2016 600,000 (275,000) 325,000

The exercise of options under the Unapproved Share Option Schemes is subject to the satisfaction of objective performance conditions specified by the remuneration committee, which will conform to institutional shareholder guidelines and best practice provisions in force from time to time. The remuneration committee has not yet set these guidelines for the first scheme and the 2006 scheme. The performance conditions for the second scheme, agreed by members on 23 June 2005, requires growth in net assets over a three year period to exceed the growth of the retail prices index by a scale of percentages.

Options were valued using the Binomial method with the following assumptions:

Expected volatility     45.46 – 47.33%

Expected life             3.00 – 5.00 Years

Risk free rate           4.81 – 4.93%

Expected dividends 0.08%

Expected volatility was determined by reference to the historical volatility of the share price over a period commensurate with the option’s expected life. The expected life used in the model is based on the risk-averse balance likely to be
required by the option holders.

 

2009
Number

2009

Weighted average

Exercise price

 

2008
Number

2008

Weighted average

Exercise price

Outstanding at 1 January 1,113,000 164.4p 1,113,000 164.4p
Granted / (cancelled) during year (395,000) 210.6p
Outstanding at 31 December 718,000 138.9p 1,113,000 164.4p
Exercisable at 31 December 718,000 138.9p 513,000 78.8p

26. Related Party Transactions

At 31 December During the year
Amounts owed
to related party
£000
Amounts owed
by related party
£000
Costs recharged
(to) / by related
party
£000
Cash paid (to)
/ by related party
£000
Related party:
London & Associated Properties PLC (note (a)) 143 300 (304)
Dragon Retail Properties Limited (note (b)) 1,205 (40) (265)
Ezimbokodweni Mining (pty) Limited (note (c)) (916) (208)
As at 31 December 2009 1,348 (916) 52 (569)
London & Associated Properties PLC (note (a)) 147 287 (568)
Dragon Retail Properties Limited (note (b)) 1,510 (73)
Ezimbokodweni Mining (pty) Limited (note (c)) (708) (109)
As at 31 December 2008 1,657 (708) 178 (641)

London & Associated Properties PLC is a substantial shareholder.

Dragon Retail Properties Limited is a joint venture and is treated as a non-current asset investment.

Ezimbokodweni Mining (pty) Limited is a joint venture and is treated as a non-current asset investment.

(a) London & Associated Properties PLC
Property management, office premises, general management, accounting and administration services are provided for Bisichi Mining PLC and its UK subsidiaries.

(b) Dragon Retail Properties Limited

Dragon Retail Properties Limited is owned equally by the company and London & Associated Properties PLC.

(c) Ezimbokodweni Mining (pty) Limited

Ezimbokodweni Mining is a prospective coal production company based in South Africa.

Details of key management personnel compensation and interest in share options are shown in the Directors Remuneration Report on page 26 under the headings Directors remuneration, Pension schemes and incentives and Share option schemes which is within the audited part of this report.

27. Employees

2009
Number
2008
Number
The average weekly numbers of employees of the group during
the year were as follows:
Production 325 453
Administration 18 18
343 471
 
£’000 £’000
Staff costs during the year
were as follows:
 
Salaries 6,462 6,901
Social security costs 129 244
Pension costs                            253 234
Share based payments (183) 237
6,661 7,616

28. Capital commitments

2009
£’000
2008
£’000
Commitments for capital expenditure approved but not contracted for
at the year end
604 158
Commitments for capital expenditure approved and contracted for
at the year end
390
Share of commitment of capital expenditure in joint venture 2,101 1,856

29. Head lease commitments and future property lease rentals

Present value of head leases on properties

 


2009
£’000

Minimum lease payments

2008£’000

 

 

 

2009
£’000

Present value of Minimum

lease payments
2008

£’000

Within one year 15 15 15 15
Second to fifth year 59 61 55 56
After five years 1,978 2,054 176 163
2,052 2,130 246 234
Discounting adjustment (1,806) (1,896)
Present value 246 234 246 234

Finance lease liabilities are in respect of leased investment property. Many of the leases provide for contingent rents in addition to the rents above which are a proportion of rental income. Finance lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in event of default.

The group leases out its investment properties under operating leases. The future aggregate minimum rentals receivable under non-cancellable operating lease are as follows:

2009
£’000
2008
£’000
Within one year 727 658
Second to fifth year 2,384 2,219
After five years 9,910 9,977
13,021 12,854

30. Contingent liabilities

Bank guarantees have been issued by the bankers of Black Wattle Colliery (pty) Limited on behalf of the company to third parties. The guarantees are secured against the assets of the company and have been issued in respect of the following:

 2009
£’000
2008
£’000
Construction of dams 213
Rehabilitation of mining land 1,734 244
Water & electricity 78 68

827,425 electricitiy litation party of: Company Registration No. 112155
issued by

Company balance sheet
at 31 December 2009

2009 2008
Notes £’000 £’000
Fixed assets  
Tangible assets 32 11,925 11,872
Investment in joint ventures 33 846 847
Other investments 33 1,030 1,026
13,801 13,745
Current assets  
Debtors 34 654 5,978
Bank balances 3,960 2,373
4,614 8,351
Creditors – amounts falling due within one year 35 (5,139) (9,276)
Net current liabilities (525) (925)
Total assets less current liabilities 13,276 12,820
 Capital and reserves  
Called up share capital 37 1,045 1,045
Revaluation reserve 37 5,938 5,871
Other reserves 37 395 578
Retained earnings 37 5,898 5,326
Shareholders’ funds 13,276 12,820
 

The company financial statements were approved and authorised for issue by the board of directors on 16 April 2010 and signed on its behalf by:
M A Heller                                   A R Heller
Director                                       Director

 

Company accounting policies
for the year ended 31 December 2009

The following are the main accounting policies of the company:

Accounting convention                                                                                                 

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of investment properties, and in accordance with applicable UK Generally Accepted Accounting Practice.

Dividends received

Dividends are credited to the profit and loss account when received.

Depreciation                                                                                                                  

Provision for depreciation on tangible fixed assets is made in equal annual instalments to write each item off over its useful life. The rates generally used are:

Motor vehicles   25 – 33 per cent

Office equipment   10 – 33 per cent

Foreign currencies                                                                                                       

Monetary assets and liabilities expressed in foreign currencies have been translated at the rates of exchange ruling at the balance sheet date. All exchange differences are taken to the profit and loss account.

Investment properties                                                                                                  

The investment property portfolio is included in the financial statements at open market valuation. An external professional valuation is carried out annually by professional external surveyors. Surpluses and deficits arising on valuations are taken direct to the revaluation reserve. No depreciation or amortisation is provided in respect of freehold and leasehold investment properties. The directors consider that this accounting policy, which is not in accordance with the Companies Act 2006, results in the accounts giving a true and fair view. Depreciation or amortisation is only one of many factors reflected in the valuation and the amount which might otherwise have been shown cannot be separately identified or quantified.

Investments

Investments of the company are stated in the balance sheet as fixed assets at cost less provisions for impairment.

Financial Instruments

Bank loans and overdrafts

Bank loans and overdrafts are included in creditors on the company balance sheet net of the unamortised cost of financing.

Interest payable on those facilities is expensed as a finance cost in the period to which it relates.

Interest rate derivatives

The company uses derivative financial instruments to manage the interest rate risk associated with

the financing of the group’s business. No trading in such financial instruments is undertaken.

Debtors

Debtors do not carry any interest and are stated at their nominal value as reduced by appropriate allowances

for estimated recoverable amounts.

Creditors

Creditors are not interest bearing and are stated at their nominal value.

Joint Ventures

Investments in joint ventures, being those entities over whose activities the group has joint control as established by contractual agreement, are included at cost, less impairment. 

Deferred taxation

As required by FRS 19 “Deferred Tax”, full provision is made for deferred tax arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation, except for those timing differences in respect of which the standard specifies that deferred tax should not be recognised. Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. 

Leased Assets and Obligations

All leases are “Operating Leases” and the annual rentals are charged to the profit & loss account on a straight line basis over the lease term. Rent free periods or other incentives received for entering into a lease are accounted for over the period of the lease so as to spread the benefit received over the lease term.

Pensions

The company makes contributions to a money purchase scheme and the costs are charged to the profit and loss account in the period to which they relate.

Share based remuneration

Notes to the financial statements continued

For the year ended 31 December 2009

31. Dividends

The aggregate amount of dividends comprises:

2009
£’000
2008
£’000
Final dividends in respect of prior year but not recognised as liabilities in that year: 366 313

The aggregate amount of dividends to be paid and not recognised as liabilities as at year end is £418,000 (2008: £366,000).

32. Tangible fixed assetsInvestment properties

Freehold
£’000
Long
leasehold
£’000
Motor
vehicles
£’000
Office
Equipment
£’000
Total
£’000
Cost or valuation at 1 January 2009 8,673 3,100 169 47 11,989
Additions 25 2 27
Disposals (32) (32)
Revaluation 167 (100) 67
Cost or valuation at 31 December 2009 8,865 3,000 137 49 12,051
At valuation 8,865 3,000 11,865
At cost 137 49 186
8,865 3,000 137 49 12,051
Accumulated depreciation

at 1 January 2009

84 33 117
Charge for the year 35 5 40
Disposals in year (31) (31)
Accumulated depreciation
at 31 December 2009
88 38 126
Net book value at 31 December 2009 8,865 3,000 49 11 11,925
Net book value at 31 December 2008 8,673 3,100 85 14 11,872

Details of historical cost of investment properties are shown in note 10.

33. Investments

Joint                       Subsidiaries                         Other
ventures                                                              investments

Shares
£’000
Shares
£’000
Loans
£’000
£’000 Total
£’000
Cost at 1 January 2009 847 1,024 663 300 1,987
Drawn in year 4 4
Transfer (1) (913) 913
Cost at 31 December 2009 846 111 1,580 300 1,991
         
Provision for impairment  
As at 1 January                – (678)                  – (283) (961)
Impaired during the year
Transfer 678 (678)
As at 31 December 2009 (678) (283) (961)
Net book value at 31 December 2009 846 111 902 17 1,030
Net book value at 31 December 2008 847 346 663 17 1,026

 

Other investments comprise £17,000 (2008: £17,000) shares and £nil (2008: £nil) loans.

Investments in subsidiaries are detailed in note 14. In the opinion of the directors the aggregate value
of the investment in subsidiaries is not less than the amount shown in these financial statements.

34. Debtors

2009
£’000
2008
£’000
Amounts falling due within one year:
Amounts due from subsidiary undertakings 527 5,869
Other debtors 96 73
Prepayments and accrued income 31 36
654 5,978

35. Creditors

2009
£’000
2008
£’000
Amounts falling due within one year:
Bank overdraft (secured) 3,042
Bank loan (secured) 2,700 3,000
Joint venture 1,165 1,551
Other taxation and social security 60 69
Other creditors 276 271
Accruals and deferred income 938 1,343
5,139 9,276

The bank overdraft of the Company is secured by a charge over freehold and long leasehold property.

 

Bank and other loan instalments by reference to the balance sheet date:

Within one year 2,700 3,000
From one to two years
From two to five years
2,700 3,000

The bank loan of the company is secured by a charge over freehold and long leasehold properties.

36. Provisions for liabilities and charges

No provision has been made for the approximate taxation liability at 28% (2008: 28%) of £1,216,000 (2008: £1,313,000) which would arise if the investment properties were sold at the stated valuation.

 

37. Share Capital & Reserves

Share Capital

£’000

Revaluation
reserve
£’000
Other
reserve
£’000
Retained
earnings
£’000
Shareholders
funds
£’000
Balance at 1 January 2009 1,045 5,871 578 5,326 12,820
Dividend paid (366) (366)
Revaluation of investment property 67 67
Share options (183) (183)
Retained profit for the year 938 938
Balance at 31 December 2009 1,045 5,938 395 5,898 13,276

A profit and loss account for Bisichi Mining PLC has not been presented as permitted by Section 408(2) of the Companies Act 2006. The profit for the financial year, before dividends, was £938,000 (2008: £3,311,000).

Details of share capital are set out in note 23 and details of the share options are shown in the Director’s Remuneration Report and note 25.

38. Related party transactions

Under Financial Reporting Standard 8 Related Party Disclosures, the Company has taken advantage of the exemption from disclosing transactions with other Group companies.

Details of other related party transactions are given in note 26 of the Group financial statements.

39. Employees

The average number of employees (excluding directors), in administration, during the year was 2 (2008: 2).

2009
£’000
2008
£’000
Staff costs were as follows:
Salaries 204 219
Social Security costs 26 28
230 247