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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Platinum Min | LSE:PMCI | London | Ordinary Share | GB00B06T2F98 | ORD 0.045P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 17.11 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:3205Q
Platinum Mining Corp of India PLC
30 January 2007
PLATINUM MINING CORPORATION OF INDIA PLC
("PMCI" or the "Company")
PRELIMINARY AUDITED RESULTS FOR THE YEAR ENDED 31 JULY 2006
CHAIRMAN'S STATEMENT
The year under review has been a particularly difficult one involving a series
of changes to the composition of the Board which severely disrupted the
Company's activities. As a result, there has unfortunately been no significant
progress in developing the Boula mine project. I would like to summarise events,
mainly relating to Board changes, before discussing the offer from SPI Partners
Limited ("SPI"), a subsidiary of Sun Trade (International) Limited.
Board changes
At the Annual General Meeting held on 23 February 2006, a majority of
shareholders voted against the re-election of the then Chairman, Mr Richard
Healey and against the re-election of Mr Alan Kingsley as a non-executive
director. The two remaining non-executive directors, Dr Robert Weinberg and Mr
Patrick Gorman, then temporarily assumed executive roles as Chairman and Chief
Executive respectively to work alongside Mr Malcolm Groat, the Finance Director.
On 27 February 2006, Mr Umesh Sahdev, who is based in New Delhi, accepted the
Board's invitation to become an executive director. An Extraordinary General
Meeting, requisitioned by Dr Steven Newbery, the former Managing Director and a
substantial shareholder of PMCI, was held on 2 June 2006. Resolutions to remove
the two remaining non-executives, Dr Robert Weinberg and Mr Patrick Gorman, and
to appoint one new non-executive, Mr Vijay Tandon, were approved at the meeting
by a large majority of shareholders.
Shortly after this, the Board invited me to become non-executive Chairman. I
accepted this appointment on 16 June 2006 as I thought that, after the plethora
of Board changes, PMCI could now move forward and re-start exploration and
development at the Boula mine, which I believed had good potential for Platinum
Group Metals. In order to strengthen the Board, and in the knowledge that
exploration was a key factor, Dr Jeffrey O'Leary, a highly respected geologist
of international stature, joined the Board as a non-executive director on 29
July 2006.
Recent Events
Following Jeffrey O'Leary's appointment, the Board reviewed and felt able to
approve the budget and work plan for the exploration phase of the project, which
had been prepared earlier and updated by Dr Newbery. This Board decision
involving a planned expenditure of US$5.4 million was then immediately
communicated to our joint venture partner, FACOR. At the same time, discussions
took place with Dr Newbery to secure his services as a consultant, working under
the leadership of Jeffrey O'Leary. Unfortunately, it was not possible to reach
agreement on the terms of his appointment.
Since then, the Board has spent considerable time and effort updating the
contractual arrangements with FACOR, so as to establish a framework for the
future development at Boula. The Board appreciates FACOR's patience and
understanding of the reasons for the succession of delays which your Company has
faced. They have remained committed to the joint venture throughout and we are
grateful to them.
Offer by SPI for PMCI shares
As already briefly referred to above, on 28 September 2006 SPI announced an
unsolicited offer to acquire all the outstanding shares in PMCI not then owned
by them at a price of 12.0 pence per share. Your Board unanimously rejected this
offer as inadequate. The offer, however, was declared wholly unconditional and
control of the Company has passed to SPI, which announced that it owned or had
received valid acceptances in respect of 97.25% of the issued share capital when
the offer closed on 8 December 2006.
In its announcement on 29 November 2006, SPI stated that it "intends to devote
substantial resources to come to an understanding on the commercial relationship
between FACOR and BPM to find mutually satisfactory arrangements between the
participants of the Boula Mine going forward." Your Board considers that a full
commitment to the project from SPI would undoubtedly bring a new impetus and
drive to the development of the Boula mine.
At a meeting on 7 December 2006 between representatives of SPI and members of
the PMCI Board, SPI re-iterated its intention that PMCI should remain as an AIM
company. Since then, further discussions have taken place with executives of SPI
regarding the integration of PMCI into the SUN Group of companies, and they have
confirmed that they wish to progress the exploration programme and the Boula
project as a priority. SPI has also re-iterated its intention to utilise its
resources and make available to PMCI its experience both in the mining sector
and with respect to India.
Philip Adeane
Chairman
29 January 2007
Enquiries to:
Malcolm Groat
Platinum Mining Corporation of India PLC
Telephone: 07900 654354
Paul Dudley / Peter Jackson
W.H. Ireland Limited
Telephone: 020 7220 1666
Keith Irons
Bankside Consultants
Telephone: 020 7367 8888
PRELIMINARY RESULTS (AUDITED)
Consolidated profit and loss account for the year ended 31 July 2006
2006 2005
# #
Administrative expenses (1,487,689) (1,051,217)
Operating loss (1,487,689) (1,051,217)
Other interest receivable and similar income 474,458 108,184
Loss on ordinary activities before taxation (1,013,231) (943,033)
Tax on loss on ordinary activities - -
Loss on ordinary activities after taxation (1,013,231) (943,033)
Minority interests 6,702 12,341
Loss for the financial year (1,006,529) (930,692)
2006 2005
pence pence
Basic and diluted loss per ordinary share 4 (0.6) (0.7)
Loss on ordinary activities after taxation for the current and prior year arose
on continuing operations.
PRELIMINARY RESULTS (AUDITED)
Consolidated balance sheet at 31 July 2006
2006 2005
# #
Fixed assets
Intangible assets 260,364 -
Tangible assets 197,409 98,205
457,773 98,205
Current assets
Debtors 431,327 498,422
Cash at bank and in hand 10,455,942 12,054,615
10,887,269 12,553,037
Creditors: amounts falling due within one year (246,711) (492,784)
Net current assets 10,640,558 12,060,253
Total assets less current liabilities 11,098,331 12,158,458
Creditors: amounts falling due after more than one year (8,288) (9,410)
Net assets 11,090,043 12,149,048
Capital and reserves
Called up share capital 79,036 79,036
Share premium account 12,153,129 12,209,720
Merger reserve 1,014,980 1,014,980
Profit and loss account (2,136,737) (1,142,312)
Shareholders' funds - equity 11,110,408 12,161,424
Minority interests - equity (20,365) (12,376)
11,090,043 12,149,048
PRELIMINARY RESULTS (AUDITED)
Consolidated cash flow statement for the year ended 31 July 2006
2006 2005
# #
Reconciliation of operating loss to net cash flow from operating
activities
Operating loss (1,487,689) (1,051,217)
Depreciation charges 28,382 5,365
Loss on disposal of fixed assets 11,550 -
Foreign exchange loss 26,560 -
Decrease / (increase) in debtors 67,095 (498,056)
(Decrease) / increase in creditors (247,195) 379,808
Net cash outflow from operating activities (1,601,297) (1,164,100)
Cash flow statement
Cash flow from operating activities (1,601,297) (1,164,100)
Returns on investments and servicing of finance
Interest received 474,458 108,184
Capital expenditure and financial investment
Purchase of tangible fixed assets (211,119) (100,604)
Investment in intangible assets 196,784 -
Cash outflow before financing (1,534,742) (1,156,520)
Financing
Issue of ordinary share capital - 14,899,370
Share issue costs (56,591) (1,761,644)
Repayment of unsecured loan - (11,414)
(Decrease) / increase in cash in the period (1,591,333) 11,969,792
PRELIMINARY RESULTS (AUDITED)
Reconciliation of net cash flow to movement in net funds
(Decrease) / increase in cash in the period (1,591,333) 11,969,792
Repayment of debt due after more than one year - 11,414
Change in net funds / (debt) resulting from cash flows (1,591,333) 11,981,206
Conversion of debt to equity - 90,028
Exchange movement (7,340) (4,975)
Movement in net funds / (debt) in the period (1,598,673) 12,066,259
Net funds / (debt) at the start of the period 12,054,615 (11,644)
Net funds at the end of the period 2 10,455,942 12,054,615
PRELIMINARY RESULTS (AUDITED)
Consolidated Statement of Total Recognised Gains and Losses for the year ended
31 July 2006
2006 2005
# #
Loss for the financial year (1,006,529) (930,692)
Net exchange differences on the retranslation of net investments 12,104 (4,303)
and related borrowings
Total recognised gains and losses relating to the financial year (994,425) (934,995)
Consolidated Reconciliation of Movements in Shareholders' Funds for the year
ended 31 July 2005
2006 2005
# #
Profit / (loss) for the financial year (1,006,529) (930,692)
Other recognised gains and losses relating to the year (net) 12,104 (4,303)
New share capital subscribed (net of issue costs) - 12,228,756
Share issue costs (56,591) -
Group reorganisation - 989,398
Merger accounting - (50,400)
Net addition to / (reduction in) in equity shareholders' funds / (1,051,016) 12,292,759
(deficit)
Opening equity shareholders' funds / (deficit) 12,161,424 (131,335)
Closing equity shareholders' funds 11,110,408 12,161,424
1. Basis of financial information
The financial information in this announcement does not constitute the Company's
statutory accounts for the years ended 31 July 2006 or 2005 but is derived from
those accounts.
PMCI's 2006 Annual Report will be despatched to shareholders at the end of
January 2007.
The statutory accounts for 2006 will be delivered to the Registrar of Companies
shortly. The auditors have reported on these accounts; their report was
unqualified and did not contain statements under Section 237 (2) or (3) of the
Companies Act 1985.
2. Analysis of net funds
At 31 July 2005 Cash flow Exchange At 31 July 2006
movement
# # # #
Cash in hand, at bank 12,054,615 (1,591,333) (7,340) 10,455,942
Total 12,054,615 (1,591,333) (7,340) 10,455,942
3. Exploration costs
During the year certain exploration costs totalling #196,784 (2005:#72,189) have
been capitalised and no impairment of value has been recognised.
4. Loss per share
The calculation of loss per ordinary share, is based on losses of #1,006,529
(2005: #930,692) and the weighted average number of ordinary shares outstanding
of 175,636,364 (2005: 143,133,073). There is no difference between the diluted
loss per share and the basic loss per share presented as the share options are
anti-dilutive.
5. Dividends
No dividend is proposed (2005: #nil).
6. Post balance sheet events
On 28 September 2006 an unsolicited offer for the Company was announced by SPI
Partners Limited ("SPI") at an offer price of 12 pence in cash per share (the
"Offer").
On 11 October 2006 the Board made the following announcement:
"UPDATE ON ARRANGEMENTS WITH JOINT VENTURE PARTNER
The Board of Platinum Mining Corporation of India PLC ("PMCI") announces that it
is in negotiation with its joint venture partner, Ferro Alloys Corporation
Limited ("FACOR"), with a view to agreeing the terms of a Raising Agreement and
a Long-Term Purchase Agreement (together, the "New Contracts") to replace the
Operating Agreement between FACOR and PMCI's 70%-owned subsidiary Boula Platinum
Mining Private Limited ("BPM") dated 5 February 2005 and summarised in PMCI's
AIM admission document dated 12 April 2005 (the "Operating Agreement").
The negotiation of the New Contracts follows the current Board of PMCI having
been notified recently of an agreement between FACOR and BPM dated 9 August 2005
(the "Termination Agreement") purporting to terminate the Operating Agreement.
Notwithstanding some doubt as to the validity of the Termination Agreement, the
Board of PMCI determined that it would be in PMCI's interests to negotiate and
enter into the New Contracts which, like the Operating Agreement, are intended
to cover the period between the commencement of exploration, mining and
processing of ore at FACOR's Boula mine and the date on which FACOR's mining
lease is transferred to BPM pursuant to the Joint Venture Agreement referred to
below. Following the signature of the Termination Agreement, FACOR and BPM
agreed in principle to enter into replacement agreements and such commitment was
repeated at a meeting on 1 September 2006.
There can be no assurance that the New Contracts will be agreed and, in any
event during the current offer period, they can only be entered into by PMCI
following the approval of the Panel on Takeovers and Mergers pursuant to Rule 21
of the Takeover Code.
The Board of PMCI notes that the Joint Venture Agreement dated 5 February 2005
between PMCI, FACOR and BPM, being the primary agreement setting out the terms
of PMCI's joint venture with FACOR relating to the Boula mine, remains in full
force and effect. The Board also stresses that the circumstances in which the
Operating Agreement would have, and the New Contracts would, become of
commercial and operational significance, namely the period between the
commencement of exploration, mining and processing of ore at the Boula mine and
the date on which FACOR's mining lease is transferred to BPM, have not yet
arisen."
On 13 October 2006 the document containing details of the Offer was despatched
by SPI to the Company's shareholders; on 27 October 2006 the Board of the
Company despatched a circular to the Company's shareholders with its views on
the Offer and recommending that shareholders should take no action in relation
to it.
On 23 November 2006 SPI declared the Offer wholly unconditional and reserved the
right, subject to sufficient acceptances being received, to acquire compulsorily
the remaining shares in the Company and to procure the making of an application
for the cancellation of the admission of the Company's shares to trading on AIM.
On 29 November 2006, SPI announced that it owned or had valid acceptances for
67.82% of PMCI's issued share capital. It declared, inter alia, that it did not
"intend to (i) acquire compulsorily the remaining PMCI shares to which the Offer
relates or (ii) procure the making of and application by PMCI to the London
Stock Exchange for the cancellation of the admission of PMCI shares to trading
on AIM."
On 8 December 2006, SPI declared the Offer closed, and that they owned or
received valid acceptances for 97.25% of the issued share capital.
On 3 January 2007, Montrose Partners, on behalf of SPI, wrote to PMCI
shareholders pursuant to section 430A(3) of the Companies Act 1985. Since SPI
has acquired more than 90% of PMCI shares, they are required to notify remaining
minority shareholders that those shareholders have the right to require SPI to
buy their shares on the same terms of the Offer or on terms to be agreed between
the shareholder and SPI, notwithstanding that the closing date of the Offer has
passed. This right extends up to 8 March 2007.
7. Annual Report
Copies of the 2006 Annual Report will be posted to all shareholders.. Further
copies will be available from the Company at 35, Old Queen Street, London SW1H
9JD from the date of posting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SEEFMUSWSEEF
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