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MERAFE RESOURCES LIMITED - Summarised consolidated financial statements and dividend declaration for the year ended 31 December 2018

Release Date: 11/03/2019 08:00
Code(s): MRF     PDF:  
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Summarised consolidated financial statements and dividend declaration for the year ended 31 December 2018

Merafe Resources Limited 
(incorporated in the Republic of South Africa) 
Registration Number: 1987/003452/06
JSE Share code: MRF 
ISIN: ZAE000060000
("Merafe" or the "Company")

SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS AND DIVIDEND DECLARATION
for the year ended 31 December 2018

Sponsor 
One Capital Sponsor Services (Pty) Ltd

Executive Directors
Z Matlala (Chief Executive Officer), D Chocho (Financial Director)

Non-executive Directors
CK Molefe (Chairman)*, NB Majova*, A Mngomezulu*, M Vuso*, G Motau* 
M Mosweu, S Blankfield

Company Secretary
CorpStat Governance Services

Registered office
Building B, 2nd Floor, Ballyoaks Office Park, 35 Ballyclare Drive, 
Bryanston, 2191

Transfer secretaries
Link Market Services South Africa (Pty) Ltd

Investor relations
Ditabe Chocho Tel:+27 11 783 4780 or +27 83 462 3040
Email: ditabe@meraferesources.co.za

*Independent

CEO Commentary on results
Despite a challenging operational environment, Merafe produced a pleasing set of financial results for the
2018 financial year. The uncertainty created by geopolitical events such as Brexit and trade wars resulted 
in lower realised CIF ferrochrome prices. Profit after tax decreased by 25% mainly as a result of lower
ferrochrome sales volumes, lower average net CIF ferrochrome price and a marginally stronger average 
Rand:US$ exchange rate. A total dividend of R351 million has been released to shareholders for the year.

Preparation of this report
The following individuals were responsible for the preparation of this report:
- Masechaba Masemola CA(SA) Financial Manager
- Ditabe Chocho CA(SA) Financial Director


2018 year in review
KEY FEATURES
- 10% improvement in TRIFR to 3.39 
  (2017: 3.74)

- 3% increase in ferrochrome production to 407kt 
  (2017: 395kt)

- 5% decrease in revenue to R5 606 million 
  (2017: R5 889 million)

- Increase in production cost per tonne managed to 9% 

- 19% decrease in EBITDA to R1 345 million 
  (2017: R1 665 million)

- 25% decrease in HEPS to 27.2 cents 
  (2017: 36.4 cents)

- Cashflow from operating activities decreased to R478 million 
  (2017: R1 400 million)

- Solid financial position with net cash of R281 million 
  (2017: R600 million)

- 16% increase in total dividend to a record R351 million 
  (2017: R301 million)


Commentary
Financial review
The results for the year ended 31 December 2018 have been prepared in accordance with International
Financial Reporting Standards (IFRS).

Rounding of figures may result in minor computational discrepancies of the tabulations.

Merafe's revenue and operating income is primarily generated from the Glencore-Merafe Chrome Venture
(Venture) which is one of the global market leaders in ferrochrome production, with a total installed 
capacity of 2.3 million tonnes of ferrochrome per annum. Merafe shares in 20.5% of the earnings before 
interest, taxation, depreciation and amortisation (EBITDA) from the Venture. Merafe has one reportable 
segment being the mining and beneficiation of chrome ore into ferrochrome and as a result no segment 
report has been presented.

Merafe's share of revenue from the Venture decreased by 5% from the prior year to R5 606 million 
(2017: R5 889 million). Ferrochrome revenue decreased by 6% year on year to R4 849 million 
(2017: R5 163 million) primarily as a result of a 7% decrease in net CIF prices and a 1% decrease 
in ferrochrome sales volumes to 372kt (2017: 375kt). 

Chrome ore revenue increased by 3% year on year to R747 million (2017: R726 million), driven by a 
16% average sales price increase. This was partially offset by a 23% decrease in sales volumes to 
248kt (2017: 322kt). 

Merafe's portion of the Venture's EBITDA for the year ended 31 December 2018 is R1 409.4 million 
(2017: R1 705.5 million). The EBITDA includes Merafe's attributable share of standing charges of 
R131.5 million (2017: R117.5 million) and a foreign exchange gain of R141.5 million (2017: foreign 
exchange loss R73.4 million).

After accounting for corporate costs of R44.4 million (2017: R40.4 million), which include a cash settled
share-based payment expense of R3.1 million (2017: R5.6 million), Merafe's EBITDA reached R1 345.9 million
(2017: R1 665.2 million). Corporate costs include Corporate Social Investment expenses of R3.3 million 
(2017: R3.5 million) following contributions to the Adopt-a-School Project. This project primarily relates 
to the Company's intervention in the development and upgrade of infrastructure as well as social and 
academic skills of two schools within the areas we operate in.

Profit for the year ended 31 December 2018 amounted to R683.4 million (2017: R914.1 million), after taking
into account depreciation of R405.5 million (2017: R368.2 million), net financing income of R4.0 million 
(2017: net financing expense R19.3 million) and taxation expense of R260.86 million (2017: R363.65 million). 
The taxation expense includes deferred tax credit of R29.6 million (2017: R47.4 million) which arose primarily 
as a result of temporary differences on property, plant and equipment as well as those relating to provisions 
and accruals. There is no unredeemed capital expenditure balance at 31 December 2018 given that taxable profits
exceeded capital expenditure. 

Depreciation increased year on year primarily as a result of capital expenditure for the year as well as a
review of assets at year end that resulted in accelerated depreciation at our smelters. The assets review
included a reassessment of the useful lives of permanent structures and furnaces. This led to accelerated 
depreciation of R38 million (2017: R30 million) on affected assets. 

Sustaining capital expenditure increased by 2% to R412.0 million (2017: R403.0 million). This is necessary 
stay-in-business spending coupled with the Venture's ongoing efforts to improve safety, costs and 
efficiencies across all operations.

The R200 million unsecured, three-year revolving credit facility with ABSA remained unutilised for the year.

At 31 December 2018, Merafe had cash and cash equivalents of R280.6 million (2017: R671.7 million) which 
comprised of cash held by Merafe of R235.8 million (2017: R464.0 million) and R45.0 million 
2017: R207.7 million) being Merafe's share of the cash balance in the Venture. 

Trade and other receivables increased by 10% compared to the previous year primarily as a result of the
weaker closing Rand:US$ exchange rate. The Rand:US$ exchange rate closed at R14.4 (2017: R12.4) as at 
31 December 2018.

The increase in inventories is a function of higher raw materials and finished goods. The increase in raw
materials is mainly due to higher chrome ore stock levels at a higher average cost as well as an increase 
in the reductant cost per tonne. The increase in finished goods is a function of higher production volumes 
compared to sales volumes as well as higher production costs. Finished goods volumes on hand at year end 
represent approximately four to five months of sales.

The Board declared a final dividend of R151 million (2017: R226 million), which is 6 cents per share 
(2017: 9 cents per share). This amounts to a full year dividend of R351 million (14 cents per share) 
compared to  R301 million (12 cents per share) for the previous financial year.

Safety
Safety remains the most important priority for the Venture. Our total recordable injury frequency rate
(TRIFR) reduced by 10% to 3.39 from 3.74 at the end of 2017. We were saddened by the fatality at our 
Thorncliffe mine in August 2018. Due to a fall of ground incident, Mr Ntandazo Dlela (47), a team 
leader who worked for one of our mining contractors, was fatally wounded. In the same incident, his 
colleague Mr Mzubanzi Nkomo, was injured but has since fully recovered.

The safety of all our employees remains a critical focus area and all efforts continue to be made to ensure
that the highest standards of safety remain in place at all the Venture's operations. Continued focus on our
catastrophic hazards and assurance verification of critical controls continue into 2019.

Operational Review
Merafe's attributable ferrochrome production from the Venture for the year ended 31 December 2018 increased 
to a new record high of 407kt (2017: 395kt) which is equivalent to installed capacity utilisation of 85%. 

A number of annual production records were once again achieved during 2018 including ferrochrome production 
at the Lion smelter and the Wonderkop smelter as well as an annual pellet production record at the 
Bokamoso sintering plant at the Wonderkop smelter.

Total production cost per tonne of ferrochrome increased by 9% despite inflationary pressures. 
This was achieved as a result of:
- time in use management during the high electricity tariff winter months;
- increased production that diluted overheads; 
- electricity tariff increases of only 5.2% effective 1 April 2018; and 
- ongoing operational cost control initiatives.

The electricity situation in the country is concerning given the financial, structural and operational
challenges that face Eskom. Eskom's situation exposes the Venture, and indeed the entire country, to both tariff
and electricity supply risks. The Venture continues to monitor the situation through involvement in various
committees between the industry and Eskom. Additionally, the Venture continues to explore energy efficient means
of producing our products. These various initiatives have contributed to the Venture remaining the lowest cost
ferrochrome producer in South Africa. 

The Venture has been able to conclude three-year agreements with our unions at all our operations except the
eastern mines. This brings about welcome certainty for the business as well as for our employees. 

Market Review
In 2018, global stainless steel production is estimated to have increased by 6.1%^ year on year, on par with
2017's increased production, despite increasing macroeconomic uncertainty in key producing regions.

Asia continued to be the major source of increase in production. Indonesian production reached 2.3 million^
tons in 2018 and was the primary driver of global growth, largely as a result of stainless steel projects
commissioned during 2017, recording their first full year of production. India's year on year production 
growth rate is estimated to have reached 9.2%^ in 2018, a significant increase from the growth rate seen 
in 2017. Total annual production in China is estimated to have reached 26.6 million^ tons in 2018, with 
all time high production having occurred during Q4. China's full year melt accounted for an estimated 
51.7%^ of global output.

Production in the rest of the world mostly held firm year on year. Total US production is estimated to 
have increased by 1.3%^ from 2017, while Europe's production is estimated to have remained largely flat 
year on year.

Growth in stainless steel melt rates translated into healthy demand for ferrochrome throughout most of the
year. During Q1 and Q2 of 2018, power supply issues coupled with environmental inspections intermittently
disrupted Chinese ferrochrome production, particularly in Inner Mongolia. During these periods, China's 
role as swing producer of ferrochrome was reinforced, as spot prices increased due to lower availability 
of domestically produced Chinese ferrochrome.

Global ferrochrome production in 2018 is estimated to have reached 13.4 million^ tons, matching the 
stainless steel growth rate of 6.1%^ year on year. China's domestic production is estimated to have 
increased by 8.5%^ year on year, exceeding South Africa's growth of 5.3%^.

As a result of ferrochrome production growth in China, demand for South African chrome ore increased further
in 2018. According to official customs statistics, China imported a total of 14.3 million* tons of chrome ore
during the year, 3.1%* more than in 2017. The share of imported South African ore increased to 76.1%*, up
from 72.3%* a year earlier, realising a 8.5%* growth rate year on year.

Outlook
Global GDP and stainless steel production are both forecast to grow in 2019 with Indonesia's contribution 
to the stainless steel industry continuing to become more meaningful. This will underpin projected growth 
in demand for ferrochrome. The Venture's past and continued investment in the efficiency of its operations 
enables it to take advantage of expansion in the market. Locally, Eskom remains a key risk factor for the 
Venture in 2019.

In accordance with our strategy, we remain committed to maximising return to our shareholders in the near
term in the form of dividends and will continue to assess opportunities to deliver shareholder value.

Chris Molefe                                  Zanele Matlala
Independent Non-executive Chairman            Chief Executive Officer

Sandton
11 March 2019

* GTA Global Trade International Services
^ CRU commodity market analysts 

Summarised consolidated financial statements 
The following summarised financial statements were not audited, however, the information has been extracted
from the audited consolidated annual financial statements.

Summarised consolidated statement of comprehensive income

                                                                           For the year ended
                                                                      31 December        31 December     
                                                                             2018               2017    
                                                                          Audited            Audited    
                                                                            R'000              R'000    
Revenue                                                                 5 606 324          5 888 945    
EBITDA                                                                  1 345 940          1 665 259    
Depreciation                                                             (405 548)          (368 212)   
Net Financing income (expense)                                              4 082            (19 325)   
Profit before taxation                                                    944 475          1 277 722    
Taxation                                                                 (261 059)          (363 604)   
Profit and total comprehensive income for the year                        683 416            914 118    
Basic earnings per share (cents)                                             27.2               36.4    
Diluted earnings per share (cents)                                           27.2               36.4    
Ordinary shares in issue                                            2 510 704 248      2 510 704 248    
Weighted average number of shares for the year                      2 510 704 248      2 510 704 248    
Diluted weighted average number of shares for the year              2 510 704 248      2 510 704 248    


Summarised consolidated statement of financial position
                                                                                  As at
                                                                                         31 December    
                                                                      31 December               2017    
                                                                             2018            Audited    
                                                                          Audited              R'000    
                                                                            R'000          (Restated)   
Assets                                                                                                  
Property, plant and equipment                                           3 277 588          3 271 155    
Investment in subsidiaries**                                                    -                  -    
Long term receivable                                                       12 995             13 864    
Deferred tax asset                                                         17 945             17 726    
Total non-current assets                                                3 308 528          3 302 745    
Inventories***                                                          2 042 621          1 497 798    
Current tax asset                                                          26 368                  -    
Trade and other receivables                                               920 231            883 249    
Cash and cash equivalents                                                 282 037            671 655    
Total current assets                                                    3 271 257          3 052 702    
Total assets                                                            6 579 785          6 355 447    
Equity                                                                          -                  -    
Share capital                                                              25 107             25 107    
Share premium                                                           1 269 575          1 269 575    
Retained earnings                                                       3 598 296          3 340 843    
Total equity attributable to equity holders                             4 892 978          4 635 525    
Liabilities                                                                                             
Loans and borrowings non-current                                            9 879             11 094    
Share-based payment liability                                               3 518              5 379    
Provisions                                                                371 904            287 518    
Deferred tax liability                                                    751 103            780 485    
Total non-current liabilities                                           1 136 404          1 084 476    
Loans and borrowings current                                                1 233              1 044    
Trade and other payables                                                  544 731            550 556    
Working capital loan*                                                           -             72 272    
Share-based payment liability                                               3 257              3 376    
Bank overdraft                                                              1 182                  -    
Current tax liability                                                           -              8 198    
Total current liabilities                                                 550 403            635 446    
Total liabilities                                                       1 686 807          1 719 922    
Total equity and liabilities                                            6 579 785          6 355 447    
*   The working capital loan was reclassified from trade and other receivables to a current 
    liability in the 2017 year. This was also a prior period error.
**  Less than one thousand.
*** Inventory of R8.3 million (2017: Rnil) was written down in the 2018 financial year.


Statement of changes in equity
                                                                             For the year ended
                                                                      31 December        31 December     
                                                                             2018               2017    
                                                                          Audited            Audited    
                                                                            R'000              R'000    
Issued share capital - ordinary shares                                     25 107             25 107    
Balance at the beginning and end of the year                               25 107             25 107    
Share premium - ordinary shares                                         1 269 575          1 269 575    
Balance at beginning and end of the year                                1 269 575          1 269 575    
Retained earnings                                                       3 598 296          3 340 843    
Balance at beginning of the year                                        3 340 843          2 602 474    
Total comprehensive income for the year                                   683 416            914 118    
Dividends paid                                                           (425 963)          (175 749)   
Total equity for the end of the year                                    4 892 978          4 635 525    


Summarised consolidated statement of cash flow
                                                                            For the year ended                      
                                                                      31 December        31 December     
                                                                             2018               2017    
                                                                          Audited            Audited    
                                                                            R'000              R'000    
Profit before tax                                                         944 475          1 277 722    
Depreciation                                                              405 548            368 212    
Finance income                                                            (18 595)            (8 633)   
Finance expense                                                            14 512             27 958    
Share-based payment expense                                                 3 097              5 588    
Share grants exercised                                                     (5 077)           (11 053)   
Embedded derivative expense                                                34 570            155 852    
Provisions                                                                 84 386            135 771    
Effect of exchange rate fluctuations on cash held during the year          30 042             47 175    
Adjusted for working capital changes                                     (705 332)          (219 666)   
Cash generated from operating activities                                  787 627          1 778 926    
Interest paid                                                                (968)           (21 125)   
Interest received                                                          17 253              8 514    
Taxation paid                                                            (325 417)          (366 441)   
Net cash from operating activities                                        478 495          1 399 874    
Sustaining capital expenditure                                           (412 074)          (402 973)   
Expansionary capital expenditure                                             (190)              (823)   
Net cash utilised in investing activities                                (412 264)          (403 796)   
Dividends paid                                                           (425 963)          (175 749)   
Loans repaid during the year                                               (1 026)          (364 803)   
Net cash utilised in financing activities                                (426 989)          (540 552)   
Net (decrease)/increase in cash and cash equivalents                     (360 758)           455 526    
Cash and cash equivalents at 1 January                                    671 655            263 304    
Effect of foreign exchange rate changes                                   (30 042)           (47 175)   
Cash and cash equivalents at 31 December                                  280 855            671 655    


Notes to the summarised consolidated financial statements 
1.  Basis of preparation
    On 8 March 2019, the Board of directors (the Board) of Merafe Resources Limited (the Company) approved 
    the audited consolidated annual financial statements of the Merafe Group (Group) and the Company for 
    the year ended 31 December 2018.
    
    These summarised consolidated financial statements have been prepared under the supervision of 
    Ditabe Chocho CA(SA) (Financial Director), in accordance with the framework concepts, the measurement 
    and recognition requirements of International Financial Reporting Standards (IFRS), the requirements 
    of the Companies Act 71 of 2008, as amended, the SAICA Financial Reporting Guides as issued by the 
    Accounting Practices Committee, the Financial Pronouncements as issued by Financial Reporting Standards 
    Council and as a minimum contain the information required by IAS 34 Interim Financial Reporting. 
    
    The Board takes full responsibility for the preparation of the summarised consolidated financial statements,
    which are unaudited and unreviewed. The financial information has been extracted from the underlying audited
    consolidated annual financial statements. 
    
    The accounting policies applied in the preparation of the audited consolidated annual financial statements
    from which the summarised consolidated financial statements were derived are in terms of IFRS and are
    consistent with those accounting policies applied in the preparation of the previous years audited 
    consolidated annual financial statements. 
    
    The consolidated annual financial statements from which the summarised consolidated financial statements
    were derived have been audited by the Group's auditors, Deloitte & Touche. Their unmodified audit report 
    and the audited consolidated annual financial statements are available for inspection at Merafe's registered
    office and on our website (http://www.meraferesources.co.za/stake-annual-results.php).
    
1.1 Accounting policies 
    The accounting policies applied in the preparation of these results are in terms of IFRS and are consistent
    with those applied in the previous consolidated annual financial statements, except for the adoption of
    various revised and/or new standards. For the impact of adoption of new standards, refer to note 1 of the 
    accounting policies disclosures in the annual financial statements. The Group did not early adopt any new, 
    revised or amended accounting standards or interpretations.
    
    1.2 Critical accounting judgements and key sources of estimation uncertainty
    The preparation of the summarised consolidated financial statements requires management to make judgements,
    estimates and assumptions that affect the application of accounting policies and the reported amounts of
    assets, liabilities, income and expenses.  The estimates and associated assumptions are based on historical
    experience and various other factors that are believed to be reasonable under the circumstances, the results 
    of which form the basis of making the judgements about carrying values of assets and liabilities that are 
    not readily apparent from other sources. Actual results may differ from these estimates.

    The estimates are reviewed on an ongoing basis. Underlying assumptions are also reviewed on an ongoing
    basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.

    In particular, information about significant areas of estimation, uncertainty and critical judgements in
    applying accounting policies that have the most significant effect on the amount recognised in the 
    summarised consolidated financial statements are as follows:
    - Measurement of depreciation and impairment, useful lives and residual values of property, 
      plant and equipment
    - Inputs used in the determination of the fair value of the share-based payment transactions
    - Lease classification between operating and finance lease and depreciation of finance lease assets
    - Assumptions used in calculation of the life of the mines/smelters, estimation of the closure and
      restoration costs and inputs used in the calculation of the present value of the provision for 
      closure and restoration costs
    - Recognition of deferred tax asset and projection of future taxable income to recover the deferred 
      tax asset
    - Consolidation: control assessment
    - Fair value measurement of embedded derivative

    These disclosures are included in the audited consolidated annual financial statements.

2.  Determination of fair values
    A number of the accounting policies and disclosures require the determination of fair value, for both
    financial and non-financial assets and liabilities.
    
    Fair values have been determined for measurement and/or disclosure purposes based on the methods as
    indicated below.  
    
2.1 Embedded derivatives
    The embedded derivative is included in trade and other payables at fair value. The fair value of the 
    embedded derivative is based on the latest available ferrochrome prices and closing foreign exchange 
    rate. The embedded derivative at 31 December 2018 was R48.7 million liability (2017: R35.2 million asset) 
    and is based on level 2 hierarchy per IFRS 13. The valuation is based on observable market inputs of 
    prices and exchange rates.

2.2 Share-based payment transactions    
    The fair value of employee share options and share grants is measured using the Black-Scholes Merton model.
    Measurement inputs include share price on measurement date, exercise price of the instrument, expected
    volatility (based on weighted average historic volatility adjusted for changes expected due to publicly 
    available information), weighted average expected life of the instruments (based on historical experience 
    and general option holder behaviour), expected dividends, and the risk-free interest rate (based on 
    Government bonds). 

3.  Prior period error
    The Group has restated its previously reported financial statements as at 31 December 2017 and updated 
    the relevant disclosures.  In the prior year, the working capital loan was initially incorrectly disclosed 
    under trade receivables and other receivables. The loan was subsequently correctly disclosed as a liability. 
    However, the correction was erroneously disclosed as a reclassification instead of a prior period error. 
    The impact of the restatement was an increase in current assets and an increase in current liabilities by 
    an amount of R72.2 million. 


                                                                               For the year ended
                                                                             Post                Pre    
                                                                      restatement        restatement    
                                                                             2017               2017    
                                                                            R'000              R'000    
    Trade receivables                                                     883 249            810 977    
    Working capital loan liability                                        (72 272)                 -  

                                                                            For the year ended
                                                                      31 December        31 December     
                                                                             2018               2017    
                                                                          Audited            Audited    
                                                                            R'000              R'000    
4.  Headline earnings per share (cents)                                      27.2               36.4    
    Diluted headline earnings per share (cents)                              27.2               36.4    
    Profit, total comprehensive income for                                683 416            914 118    
    the year and headline earnings                                                                     
                                                                                      
5.  Capital Commitments                                                   178 957            184 089    
    Contracted but not provided for                                        47 335             52 448    
    Authorised but not contracted for                                     131 622            131 641    

6.  Related parties
    Related party transactions and balances
    During the current financial year, management performed a re-assessment of its Related Party 
    relationships in accordance with IAS 24, Related Party Disclosures. The Glencore Plc Group is 
    a related party taking into consideration the shareholding and related significant influence 
    coupled with the substance of the relationship. Significant transactions and balances with all 
    entities within the Glencore Plc Group are therefore disclosed together with the comparative 
    figures. 
    
    All related party transactions were concluded on an arms-length basis and relate to Merafe's 
    attributable 20.5% interest in the Venture. There are no outstanding commitments at year end.

    Name of related          Description of                          Transactions and                                               
    party                    relationship                            balance#                                                       
    The Venture              In July 2004, Glencore and Merafe       Refer note 23.4 for the amounts that are               
                             Ferrochrome pooled and shared           included in the consolidated financial          
                             ferrochrome assets to form the          statements of the group.                            
                             Venture.                                                                                               

    Merafe Chrome            Merafe Chrome is a wholly owned         Dividends were paid to the Company by Merafe                   
    and Alloys               subsidiary of the Company.              Chrome of R425 million (2017: R175 million).                                 
    (Pty) Ltd                                                                                                                    
                                                                     A loan account is recognised with the Company and                    
                                                                     Merafe Ferrochrome as per note 3. The balance owing                  
                                                                     to the Company is R1.75 billion (2017: R1.5 billion).             
                                                                     The loan account is of a long-term nature, is   
                                                                     interest free, unsecured and does not have 
                                                                     fixed repayment terms.              

    Merafe Ferrochrome       Merafe Ferrochrome is a                 The Company charges Merafe Ferrochrome a                       
    and Mining (Pty) Ltd     wholly-owned subsidiary of              management fee as per note 15. Dividends were paid             
                             Merafe Chrome.                          to Merafe Chrome of R425 million (2017: R175 million). 
                             
                                                                     At year end a loan of R459 million (2017: R226 million)           
                                                                     is owing by Merafe Resources to Merafe Ferrochrome as 
                                                                     per note 14. The loan account is of a short-term 
                                                                     nature, is interest free, unsecured and does not 
                                                                     have fixed repayment terms.             

    Merafe Kroondal          The Trust, which was registered on      There is a loan of R108k (2017: R97k) with the Company          
    Rehabilitation           31 May 2006, was established to         which relates to the payment of audit      
    Trust (SE)               provide funds for the rehabilitation    fees.                                                          
                             of land involved in any prospecting                                                                               
                             or mining operations of Merafe          The loan account is of a long-term nature,                       
                             Ferrochrome of the Kroondal             is interest free, unsecured and does not have                    
                             mine and to discharge any liability     fixed repayment terms.                                
                             which might arise in terms of the                                                                      
                             Atmospheric Pollution Prevention                                                                       
                             Act of 1965, the Environment                                                                           
                             Conservation Act, No. 50 of                                                                            
                             1991,the Water Act, No. 54 of 1956                                                                     
                             and any such other legislation as                                                                      
                             may be enacted in the future.                                                                          
                             The environmental obligations and                                                                      
                             correspondingliability remains the                                                                     
                             sole responsibility of the Venture.                                                                    

    Merafe Resources         The Trust was established for           No transactions occurred during the year.                      
    Limited                  the purpose of implementing the         The trust is dormant.                                          
    Share Incentive          company's share incentive scheme                                                                       
    Scheme                   in 1999. The trust operates and                                                                        
                             administers share options which the                                                                    
                             company may grant to participants.                                                                     

    Industrial Development   The IDC holds 21.8% of the issued       The IDC received the non-executive directors'          
    Corporation of           share capital of the Company            fees for Ms M Mosweu as disclosed in            
    South Africa             Limited and has the ability to          note 23.2. IDC received dividends declared by           
    Limited (IDC)            exercise significant influence over     the Company.                             
                             the Company as a result of                              
                             its shareholding.                       At year end there are no amounts due to the IDC.            

    Glencore (Nederland)     GN holds 28.7% of the issued share      No transactions occurred during the year.        
    B.V. (GN)                capital of the Company and has the      GN received dividends declared by the            
                             ability to exercise significant         Company.                                         
                             influence over the Company as a 
                             result of its shareholding.                                                         

    PSG Konsult              PSG holds 5.8% of the issued share      No transactions occurred during the year.
                             capital of the Company and has the 
                             ability to exercise significant                                                        
                             influence over the Company as a 
                             result of its shareholding.                                                         

    Mr C Molefe,             Directors of the Company.               Refer to note 23.2 for transactions              
    Ms M Mosweu,             There were changes in the               with directors.                                  
    Ms B Majova,             directorate during 2018.                                                                 
    Mr A Mngomezulu,                                                                                                  
    Ms K Nondumo1,                                                                                                    
    Ms Z Matlala,                                                                                                     
    Ms K Bissessor2,                                                                                                  
    Mr S Blankfield,                                                                                                  
    Mr D Chocho3,                                                                                                     
    Ms M Vuso4                                                                                                        

    Glencore Limited         GLS acts as the Venture's               Sale of ferrochrome R468 million (2017: R738 million).         
    (Stamford) (GLS)         exclusive marketing agent to sell                                                                      
                             ferrochrome on its behalf and           Commission expense R12 million (2017: R21 million).            
                             acts as distributor in the USA and                                                                            
                             Canada.                                 Interest expense R5 million (2017: R5 million).           
                                                                                                                               
                                                                     Receivable at the end of the year R131 million             
                                                                     (2017: R205 million) which is reduced as and when     
                                                                     GLS receives funds from customers.      

    Glencore                 Glencore International AG acts as       Commission expense on sale of ferrochrome and chrome     
    International AG         the Venture's exclusivemarketing        ore R220 million (2017: R229 million).                     
                             agent to sell ferrochrome and                                                                        
                             chrome ore on its behalf.               Marketing fee expense R2 million (2017: R2 million).               
                                                                                                                             
                             The Venture purchases various raw       Interest income R0.5 million (2017: R4 million).              
                             materials from Glencore International                                                           
                             AG on an ongoing basis.                 Purchase of raw materials R227 million (2017: R227 million).      
                             The Venture sells chrome ore to                                                              
                             Glencore International AG on an ad      Sale of chrome ore Rnil (2017: Rnil).                      
                             hoc basis.                             
                                                                     Balance owing at the end of the year R42 million           
                                                                     (2017: R36 million) payable on confirmation of 
                                                                     final sales. 

    African Carbon           African Carbon Manufacturers            Purchase of raw materials R17 million (2017: R18 million).     
    Manufacturers            (Pty) Ltd sells raw materials to the                                                                 
    (Pty) Ltd                Venture.                                Balance owing at the end of the year R2 million         
                                                                     (2017: R2 million) payable 30 days from statement date.   


    African Fine Carbon      African Fine Carbon (Pty) Ltd sells     Purchase of raw materials R37 million (2017: R22 million).     
    (Pty) Ltd                raw materials to the Venture.                                                                      
                                                                     Balance owing at the end of the year R5 million        
                                                                     (2017: R3 million) payable 30 days from statement date.


    Chartech Technology      Chartech Technology (Pty) Ltd sells     Purchase of raw materials R34 million (2017: R28 million).     
    (Pty) Ltd                raw materials to the Venture.                                                           
                                                                     Balance owing at the end of the year R4 million        
                                                                     (2017: R2 million) payable 30 days from statement date.

    Glencore Property        Glencore Property Management            Lion housing lease Rnil million (2017: R6 million).            
    Management               Company (Pty) Ltd owns and                      
    Company (Pty) Ltd        manages employee housing at the         Balance owing at the end of the year Rnil (2017: Rnil).
                             Lion operation.

    Glencore Operations      GOSA is Merafe Ferrochrome and          Employee costs R146 million (2017: R32 million).
    South Africa             Mining (Pty) Ltd's partner in
    (Pty) Ltd (GOSA)         the Venture.                            Head-office costs R19 million (2017: R23 million).

                                                                     Training costs R7 million (2017: R4 million).

                                                                     Lion housing R14 million (2017: R7 million).
                                                                     
                                                                     Balance owing at the end of the year R7 million
                                                                     (2017: R2 million) payable 10 days after month end.
                                                                     
                                                                     GOSA received the non-executive directors' fees for            
                                                                     Mr S Blankfield as disclosed in note 23.2.
                                                                             
    Access World             Access World (South Africa) (Pty) Ltd   Storage of ferrochrome and chrome ore R12 million           
    (South Africa)           is a warehousing company that           (2017: R12 million).
    Pty Ltd                  provides storage facilities of                         
                             ferrochrome and chrome ore to the       Outstanding balance owing at the end of the
                             Venture.                                year R1 million (2017: R3 million) payable
                                                                     30 days after statement date.

    1. Resigned on 8 May 2018.                          
    2. Resigned on 31 August 2018.                          
    3. Appointed 1 August 2018.                          
    4. Appointed 30 July 2018.
    #  All reference to note numbers relates to reference in the consolidated financial statements of the Group.
    
7.  Taxation
    The Groups effective tax rate is 27.7% (2017: 28.5%) for the year ended 31 December 2018.

8.  Events after the reporting period
    Other than the dividend declared on 11 March 2019, there have been no material events subsequent to 
    the 31 December 2018.

9.  Contingent liabilities
    No contingent liabilities as at 31 December 2018.

10. Directors
    Ms Matsotso Vuso was appointed as an independent non-executive director and as a chairman of the Company's 
    audit and risk committee effective 30 July 2018. She replaced Ms Karabo Nondumo, who resigned on 8 May 2018, 
    in the same capacity.
    
    Ms Kajal Bissessor resigned as Financial Director effective 31 August 2018 and Mr Ditabe Chocho was appointed 
    effective 1 August 2018 as her replacement.
    
    Ms Hlokammoni Grathel Motau was appointed as an independent non-executive director and as a member of the 
    Company's audit and risk committee effective 1 January 2019.

11. Declaration of an ordinary dividend for the year ended 31 December 2018 
    Notice is hereby given that on 11 March 2019 the Board declared a gross cash final ordinary dividend of 
    R150 642 255 (6 cents per share) to holders of ordinary shares.  The dividend will be paid out of 
    income reserves.
    
    The ordinary dividend will be subject to a local dividend tax rate of 20%.  The net ordinary dividend, to 
    those shareholders who are not exempt from paying dividend tax, is therefore 4.8 cents per share and 6 cents 
    per share for shareholders exempt from paying dividend tax. 
    
    Merafe's income tax number is 9 550 008 602. The number of ordinary shares issued at the date of this 
    announcement is 2 510 704 248.
    
    The important dates pertaining to the dividend are as follows:
    Declaration date (as envisaged in the JSE Listings Requirements)     Monday, 11 March 2019
    Last day for ordinary shares to trade cum ordinary dividend:        Tuesday, 26 March 2019
    Ordinary shares commence trading ex-ordinary dividend:            Wednesday, 27 March 2019
    Record date:                                                         Friday, 29 March 2019
    Payment date:                                                         Monday, 1 April 2019

    Shares may not be dematerialised/rematerialised between Wednesday, 27 March 2019 and Friday, 29 March 2019,
    both days inclusive. Where applicable, in terms of instructions received by the Company from certificated
    shareholders, the payment of the dividend will be made electronically to shareholders' bank accounts on payment
    date. In the absence of specific mandates, cheques will be posted to shareholders.  Shareholders who have
    dematerialised their shares will have their accounts with their CSDP or broker credited on Monday, 
    1 April 2019.

www.meraferesources.co.za

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