£1.55m
-0.13p
3.88p
Namibian Resources PLC
31 August 2007
31 August 2007
Namibian Resources Plc (the "Company")
Annual Report and Accounts
Further to the announcement regarding the posting of the Annual Report and
Accounts, the Chairman's statement, profit and loss, balance sheet, and cash
flow statements, with related notes, as extracted from the Annual Report and
Accounts are set out below. The full text of the Annual Report and Accounts can
be found at the Company's website at http://www.namibianresources.com/
investor.html.
For further information, please contact:
Namibian Resources
Tony Carlton +44 (0)20 8726 0900
Collins Stewart Europe Limited
Adrian Hadden +44 (0)20 7523 8350
Chairman's statement
YEAR ENDED 28 FEBRUARY 2007
The year to 28 February 2007 was very satisfactory. An extensive exploration
and sampling programme was embarked upon in October 2006 and has continued into
the new financial year. This will enable the company to identify and consolidate
a number of resources into reserves to create an ongoing continuous mining
programme. So far the results of this sampling programme are very encouraging
particularly in relation to diamond size. Ground water is still encountered
from the flood in April 2006, which slowed progress. However this valuable work
will reward us well in the future.
Turnover to the 28 February 2007 was £504,542 against £484,030 to the end of the
2006 Financial year, an operating loss of £8,486 against an operating loss of
£73,837 for the year ended 2006.
The profit on ordinary activities after interest receivable is £26,068 to the
end of 28 February 2007 against a loss of £64,373 to the 28 February 2006.
Cash at bank as at 28 February 2007 was £372,188 and the company has no
borrowings.
We look forward to announcing a favourable result of our sampling programme
prior to the AGM.
The company's Annual General Meeting will be held on Wednesday 3 October.
Lord Sheppard of Didgemere KCVO Kt
Chairman
28 August 2007
Consolidated profit and loss account for the year ended 28 February 2007
Note 2007 2006
£ £
Turnover 2 504,542 484,030
Cost of sales (202,565) (352,178)
________ ________
Gross profit 301,977 131,852
Administrative expenses (310,463) (205,689)
________ ________
Operating loss 4 (8,486) (73,837)
Other interest receivable and similar income 34,554 9,464
________ ________
Profit / (Loss) on ordinary activities
£26,068 £(64,373)
before and after taxation
Earnings per share (pence) 6
Basic 0.07 (0.19)
Diluted 0.06 (0.17)
All amounts relate to continuing activities.
Consolidated statement of total recognised gains and losses for the year ended
28 February 2007
2007 2006
£ £
26,068 (64,373)
Profit / (Loss) for the financial year
Currency translation differences on foreign
currency net investments (548,824) 147,655
________ ________
Total recognised gains and losses for the year £(522,756) £83,282
________ ________
Consolidated balance sheet at 28 February 2007
Note 2007 2007 2006 2006
£ £ £ £
Fixed assets
Intangible assets:
Mining rights 8 652,878 755,093
Tangible assets 9 1,172,047 1,506,284
________ ________
1,824,925 2,261,377
Current assets
Stock 11 35,948 34,644
Debtors 12 23,518 31,375
Cash at bank and in hand 372,188 488,755
________ ________
431,654 554,774
Creditors: amounts falling
due within one year 13 (37,847) (74,663)
________ ________
Net current assets 393,807 480,111
________ ________
Total assets less current
liabilities £2,218,732 £2,741,488
________ ________
Capital and reserves
Called up share capital 15 3,792,246 3,792,246
Share premium account 16 359,384 359,384
Profit and loss account 17 (1,932,898) (1,410,142)
________ ________
Shareholders' funds - equity £2,218,732 £2,741,488
________ ________
Company balance sheet at 28 February 2007
Note 2007 2007 2006 2006
£ £ £ £
Fixed assets
Investments 10 2,887,489 2,802,763
Tangible assets 9 - 494
2,887,489 2,803,257
Current assets
Debtors 12 - 11,750
Cash at bank and in hand 208,432 399,821
________ ________
208,432 411,571
Creditors: amounts falling due
within one year 13 (19,357) (12,945)
________ ________
Net current assets 189,075 398,626
________ ________
Total assets less current £3,076,564 £3,201,883
liabilities ________ ________
Capital and reserves
Called up share capital 15 3,792,246 3,792,246
Share premium account 16 359,384 359,384
Profit and loss account 17 (1,075,066) (949,747)
________ ________
Shareholders' funds -equity £3,076,564 £3,201,883
________ ________
Consolidated cash flow statement for the year ended 28 February 2007
Note 2007 2006
£ £
Net cash inflow from operating activities 19 60,992 69,607
Returns on investments and servicing
of finance
Interest received 34,554 9,464
Investing Activities
Payments to acquire intangible assets (74,582) (28,387)
Payments to acquire tangible fixed assets (137,531) (288,374)
________ ________
Net cash outflow before management
of liquid resources and financing (116,567) (237,690)
Financing
Issue of shares and exercise of warrants and options - 508,473
________ ________
(Decrease) / Increase in cash in the year 21 £(116,567) £270,783
________ ________
Notes forming part of the financial statements for the year ended 28 February
2007
1 Accounting policies
The financial statements have been prepared under the historical cost convention
and are in accordance with applicable accounting standards. The following
principal accounting policies have been applied:
Basis of consolidation
The consolidated profit and loss account and balance sheet include the financial
statements of the company and its subsidiary undertakings made up to 28 February
2007. The results of subsidiaries sold or acquired are included in the profit
and loss account up to, or from the date control passes. Intra-group sales and
profits are eliminated fully on consolidation.
The results of a holding in Oletu Investments Holdings (see Note 10) have not
been consolidated on account of it being immaterial.
Going Concern
The company's ability to continue as a going concern depends on the prospects of
future profitable trade. To date, the company and the group have accumulated
trading losses since the commencement of mining activities and there are
inherent uncertainties in the mining industry which make it impossible to
predict when the company will achieve sustainable profits. Nevertheless, the
directors remain confident that the company and the group will trade profitably
in the foreseeable future and will be able to continue to meet its liabilities
as they fall due.
Turnover
Turnover represents sales to NAMDEB Diamond Corporation (Proprietary) Limited
("NAMDEB") at invoiced amounts less sales tax and trade discounts. Turnover is
recognised when diamonds are delivered to NAMDEB.
Mining rights
Mining rights are carried at cost less accumulated amortisation. Amortisation
is calculated to write off the cost in approximate equal annual instalments over
the period of the concession.
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided at rates calculated to write off the costs less the estimated residual
value of each asset over its expected useful life, as follows:
Motor Vehicles - 8-10 years
Plant and machinery - 10 -20 years
Office Equipment - 3 years
Leasing
Rentals payable under operating leases are charged against income on a
straight-line basis over the lease term.
Investments
Fixed asset investments are stated at cost less provision for
diminution in value.
Stock
Stock represents inventories of consumable stores, held at the lower of cost and
net realisable value.
Deferred taxation
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date except that the
recognition of deferred tax assets is limited to the extent that the company
anticipates making sufficient taxable profits in the future to absorb the
reversal of the underlying timing differences.
Deferred tax balances are not discounted.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated
into sterling at the rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction.
The results of overseas operations and the balance sheets are translated at the
rates ruling at the balance sheet date. Exchange differences arising on
translation of opening assets are reported in the statement of total recognised
gains and losses. All other exchange differences are included in the profit and
loss account.
2 Turnover
The total turnover of the group for the year has been derived from its principal
activity, mining, wholly undertaken by its subsidiary in Namibia, Sonnberg
Diamonds (Namibia) (Proprietary) Limited ("Sonnberg"). All sales are made in
Namibia and the majority of assets are also located in Namibia.
3 Employees
2007 2006
£ £
Staff costs consist of:
Directors remuneration 55,000 55,000
Wages and salaries 8,756 19,273
Social security costs 7,040 6,768
________ ________
The average monthly number of employees, (including directors),
during the year was:
Number Number
Staff of subsidiary 12 10
Staff of head office 1 1
Directors 4 5
________ ________
17 16
________ ________
4 Operating loss
2007 2006
£ £
This has been arrived at after charging:
Depreciation 112,571 126,534
Amortisation 7,354 13,009
Operating lease rentals - land and buildings 7,200 7,768
Auditors' remuneration
(company - £12,994 (2006 - £9,211)) 23,887 12,124
________ ________
5 Taxation on loss on ordinary activities
There has been no tax payable in this or the previous year due to the
availability of losses.
2007 2006
£ £
Profit/(Loss)on ordinary activities before tax 26,068 (64,373)
________ ________
Profit/(Loss) on ordinary activities at the standard rate
of corporation tax in the UK of 30% (2006 - 30%)
7,820 (19,312)
Effects of:
Tax losses (7,820) 19,312
________ ________
Current tax charge for year - -
________ ________
A deferred tax asset of £458,231 (2006 - £711,728) relating to losses in the
subsidiary undertakings has not been recognised due to uncertainty regarding the
availability of suitable taxable profits against which the losses can be
recovered.
6 Earnings per share
Earnings per share has been calculated using the weighted average number of
shares in issue during the relevant financial periods. The weighted average
number of shares in issue is 37,922,460 (2006 - 34,264,560) and the profit,
being the profit after tax, is £26,068 (2006 loss - £64,373).
Diluted profit per share has been calculated using a weighted average number of
shares of 41,672,460 (2006 - 37,764,560), which includes the share options in
issue at the start and end of the year.
7 Loss for the financial period
As permitted by Section 230 of the Companies Act 1985, the holding company's
profit and loss account has been included in these financial statements. The
loss for the financial year is made up as follows:
2007 2006
Holding company's loss for the financial year £(125,319) £(158,410)
________ ________
8 Intangible fixed assets
Mining rights
Group £
Cost
At 1 March 2006 1,383,417
Additions 74,582
Exchange adjustments (310,439)
________
At 28 February 2007 1,147,560
________
Amortisation
At 1 March 2006 628,324
Charge for the year 7,354
Exchange adjustments (140,996)
________
At 28 February 2007 494,682
________
Net book value
At 28 February 2007 £652,878
________
At 28 February 2006 £755,093
________
9 Tangible fixed assets
Office equipment Plant & machinery motor Total
vehicle
£ £ £
Group
Cost
At 1 March 2006 4,857 2,514,126 2,518,983
Additions - 137,531 137,531
Exchange adjustments (1,616) (1,226,596) (1,228,212)
________ ________ ________
At 28 February 2007 3,241 1,425,061 1,428,302
________ ________ ________
Depreciation
At 1 March 2006 1,528 1,011,171 1,012,699
Charge for the year 912 111,659 112,571
Exchange adjustments (741) (868,274) (869,015)
________ ________ ________
At 28 February 2007 1,699 254,556 256,255
________ ________ ________
Net book Value
At 28 February 2007 £1,542 £1,170,505 £1,172,047
________ ________ ________
At 28 February 2006 £3,329 £1,502,955 £1,506,284
________ ________ ________
Company Office equipment
£
At 1 March 2006 and 28 February 2007 1,482
________
Depreciation
At 1 March 2006 988
Charge for the year 494
________
At 28 February 2007 1,482
________
Net book value
At 28 February 2007 £-
________
At 28 February 2006 £494
________
10 Fixed asset investments
Group undertakings Loans to group Total
undertakings
£ £ £
Company
At 1 March 2006 2,064,225 1,867,074 3,931,299
Additions - 84,726 84,726
________ ________ ________
At 28 February 2007 2,064,225 1,951,800 4,016,025
________ ________ ________
Provisions for diminution in value
At 1 March 2006 and 28 February 2007 628,536 500,000 1,128,536
________ ________ ________
Net book value
At 28 February 2007 £1,435,689 £1,451,800 £2,887,489
________ ________ ________
At 28 February 2006 £1,435,689 £1,367,074 £2,802,763
________ ________ ________
Investment in group undertakings includes
• 100% holding in Sonnberg Diamonds (Namibia) (Proprietary) Limited, a
mining company incorporated in Namibia.
• 75% holding in Oletu Investment Holding (Propertary) Limited a company
incorporated in Namibia. The company has yet to trade.
11 Stock
Group Group
2007 2006
Consumable stores £35,948 £34,644
________ ________
12 Debtors
Group Group Company Company
2007 2006 2007 2006
£ £ £ £
Trade debtors 23,518 19,625 - -
Prepayments - 11,750 - 11,750
________ ________ ________ ________
£23,518 £31,375 £- £11,750
________ ________ ________ ________
All amounts fall due for repayment within one year.
13 Creditors: amounts falling due within one year
Group Group Company Company
2007 2006 2007 2006
£ £ £ £
Trade creditors and accruals £37,847 £74,663 £19,357 £12,945
________ ________ ________ ________
14 Derivatives and other financial instruments
Financial instruments policies and strategies
During the period since its incorporation, the group has financed its business
with the cash it has raised through the issue of shares. It has used these
funds to acquire and develop business in Namibia. The main risk arising from
the group's financial instruments is foreign currency risk.
At 28 February 2007, the group's financial instruments comprised cash and
short-term debtors and creditors arising directly from its operations. The
group's primary treasury activity has been the management of cash. This has
been held so as to maximise interest earned without compromising the group's
need for flexibility in meeting its cash needs. The group is not currently
actively pursuing a strategy of acquiring investments.
Although the group is based in the UK, it has a significant investment in
Namibia. As a result, the group's sterling balance sheet can be significantly
affected by movements in the Namibian Dollar/Sterling exchange rates.
Sales of diamonds are denominated in Namibian Dollars but the price obtained is
dependent on market prices set in US Dollars. The group incurs costs in both
Sterling and Namibian Dollars.
The group has not entered into any derivative transactions during the year.
Short-term debtors and creditors have been excluded from the numerical
disclosures below.
Interest rate risk profile of financial assets: Floating rate
2007 2006
£ £
Sterling 163,756 459,821
Namibian dollar 208,432 28,934
________ ________
£372,188 £488,755
________ ________
The financial assets comprise short-term cash deposits. The group does not have
any material interest bearing financial liabilities. As the group's principal
financial instruments is cash, the directors do not consider there to be a
material difference between the book and fair value of the group's financial
assets.
15 Share capital
Shares 2007 2006 2007 2006
Number Number £ £
Authorised
500,000,000 ordinary shares of 10p each 500,000,000 500,000,000 £50,000,000 £50,000,000
__________ _________ _________ __________
Allotted, called up and fully paid
Ordinary shares of 10p each 37,922,460 37,922,460 £3,792,246 £3,792,246
__________ _________ __________ __________
Options
The company has in issue the following options to subscribe for ordinary shares:
2007 2006
Number Number
At 1 March 2006 and 28 February 2007 3,750,000 3,750,000
_________ _________
These options are exercisable between 11 February 2004 and 11 February 2009 at
an exercise price of £0.15. As at 28 February 2007 all options were still
outstanding.
16 Share premium account
Group and Company Share premium account
At 1 March 2006 and 28 February 2007 £359,384
________
17 Profit and loss account
Group £
At 1 March 2006 (1,410,142)
Profit for the year 26,068
Foreign currency translation differences (548,824)
________
At 28 February 2007 £(1,932,898)
________
Company £
At 1 March 2006 (949,747)
Loss for the year (125,319)
________
At 28 February 2007 £(1,075,066)
________
18 Reconciliation of movements in shareholders' funds
2007 2006
£ £
Group
Profit / (Loss) for the financial year 26,068 (64,373)
Other recognised gains and losses (548,824) 147,655
Issue of shares and exercise of warrants and options - 508,473
________ ________
(522,756) 591,755
Opening shareholders' funds 2,741,488 2,149,733
________ ________
Closing shareholders' funds £2,218,732 £2,741,488
________ ________
2007 2006
Company £ £
Loss for the financial year (125,319) (158,410)
Issue of shares - 508,473
________ ________
(125,319) 350,063
Opening shareholders' funds 3,201,883 2,851,820
________ ________
Closing shareholders' funds £3,076,564 £3,201,883
________ ________
19 Reconciliation of operating loss to net cash outflow from operating
activities
2007 2006
£ £
Operating loss (8,486) (73,837)
Depreciation of tangible assets 112,571 126,534
Amortisation of intangible assets 7,354 13,009
(Increase) in stock (1,304) (34,644)
Decrease/(increase) in debtors 7,857 (6,012)
(Decrease)/increase in creditors (36,816) 26,405
Net effect of foreign exchange differences (20,184) 18,152
Net cash inflow from operating activities £60,992 £69,607
________ ________
20 Analysis of net debt
At 1 March 2006 Cash flow At 28 February 2007
£ £ £
Net cash:
Cash at bank and in hand £488,755 £(116,567) £372,188
________ ________ ________
21 Reconciliation of net cash flow to movement in net funds
2007 2006
£ £
(Decrease) / Increase in cash for the year (116,567) 270,783
________ ________
Movement in net funds in the year (116,567) 270,783
Opening net funds 488,755 217,972
________ ________
Closing net funds £372,188 £488,755
________ ________
22 Contingent liabilities
The mining contract undertaken by the group requires the subsidiary, Sonnberg,
to remove all equipment and installations and to rehabilitate all disturbed
areas once mining activities have ceased.
Sonnberg pay 1% of sales to a fund held by NAMDEB Diamond Corporation
(Proprietary) Limited, to provide for the costs of environmental rehabilitation.
The directors' best estimate is that there is no additional liability at the
balance sheet date to the contributions already made to this fund. Accordingly,
no provision has been made.
23 Commitments under operating leases
As at 28 February 2007, the company had annual commitments under non-cancellable
operating leases as set out below:
2007 2006
Land and buildings Land and buildings
£ £
Expiring in less than one year 2,400 2,968
________ ________
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