Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email [email protected] in the first instance.

 Information  X 
Enter a valid email address

Ambrian PLC (AMBR)

  Print      Mail a friend

Wednesday 08 June, 2016

Ambrian PLC

Final Results

RNS Number : 5008A
Ambrian PLC
08 June 2016
 

LONDON, 8 June 2016

AMBRIAN PLC

 

Preliminary Results for the year ended 31 December 2015

 

Ambrian plc ("Ambrian" or the "Company" and, together with its subsidiaries, the "Group") today announces its audited consolidated results for the twelve months ended 31 December 2015.

 

Highlights

·    Completion of business combination with Consolidated General Minerals (Schweiz) AG ("CGM") in March 2015 and commissioning of the cement plant in Mozambique

·    Loss before tax for the period of US $9.36 million (2014: profit before tax of US$ 1.10 million) primarily reflecting the challenging metals' marketing conditions

·    Net asset value at 31 December 2015 of US$ 46.23 million (31 December 2014 : US$ 29.21 million), equivalent to US¢ 21.7 per share (31 December 2014: US¢ 29.0) attributable to the purchase of the cement business in Mozambique

·    Total equity at 31 December 2015 of US$ 53.43 million (31 December 2014: US$ 29.15 million)

 

Commenting on the results, Robert F. Adair, Non-executive Chairman, stated:

 

"In 2015 we encountered challenging conditions in the commodities sector arising from macro-economic factors that translated into reduced volumes traded in our metals activities combined with a sharp drop in the premiums for most of the products we trade. We have taken steps to ensure that our service-like margin based business model going forward is resilient.

 

Our cement plant in Mozambique was commissioned in October 2015, leading to commercial sales of cement shortly before year-end and this resulted in a positive contribution to the Group for the year.  Our focus will be to secure market share without being disruptive in an increasing competitive environment and the uncertain economic situation currently prevailing in the country."

Enquiries

 

Ambrian plc


Roger Clegg

+ 44 (0)20 7634 4700



Cenkos Securities plc


Neil McDonald

+ 44 (0)20 7397 8900

Nick Tulloch


 

Notes to Editors

 

Ambrian is active is sourcing and marketing a range of industrials metals, minerals and value added products to industrial customers worldwide.  Ambrian's services add value at every stage of the supply chain; we plan procurement and logistics to streamline and simplify transportation and deliver on time commodities in the most cost efficient manner from remote locations to wherever they are needed by our customers.  We pursue selective strategic acquisitions and ventures that can demonstrate a compelling industrial and commercial justification and ultimately strengthen Ambrian's supply chain and value added activities such as the manufacturing and distribution of branded cement products in Mozambique.  Ambrian is quoted on the Alternative Investment Market of the London Stock Exchange under the ticker symbol AMBR.

 

Further information on the Group is available on the Company's website www.ambrian.com or the website of Cimentos da Beira Lda www.cdb.co.mz.

 

 

Chairman's and Chief Executive's statement

 

Overview

2015 has been one of the most testing years in the natural resources sector.  The Bloomberg Commodity Index (a broadly diversified commodity price index) fell more than 25% in 2015, the fifth straight losing year and its worst drop since 2008. This situation has been building up for some time as the world's largest commodity consumers have experienced a sharp drop in GDP growth rates including China, a significant market for Ambrian. Part of the slowdown in China relates to the authorities' attempts to shift the cornerstone of the country's growth from government spending and investment fuelled growth to growing private sector consumption. This, combined with the restructuring of Chinese state-owned enterprises, tighter credit conditions and inventory drawdowns, has negatively affected consumption, depressed prices and created a growing supply surplus in a number of commodities.

Furthermore, the strong performance of the US dollar against most currencies in 2015 contributed generally in reducing the margins of our customers in local currency terms.

Against this backdrop, commodities exporting led economies, particularly in Africa, have been severely affected.  Declining export receipts creating significant current account deficits and unsustainable international debt repayment conditions have all contributed to GDP growth forecasts being sharply revised downwards.  In Mozambique, the situation is particularly acute as most infrastructure projects, the backbone of the country's efforts to grow its fledging agricultural and manufacturing sectors, have been delayed or even cancelled due to the lack of funding and mismanagement.

Managing our businesses against this depressed macro background has been difficult but there have been some positive events. We completed the merger with CGM early in the year and the cement plant was finally commissioned in October 2015, culminating in first sales of cement by the end of the year. This modern, efficient cement plant is the latest industrial-scale production capacity that has been built in Mozambique. The combination of efficient production capacity and optimal logistics between plant and market will enable us to successfully enter the building materials industry whilst adhering to industry's best practice in terms of emissions and environmental protection.  Good quality products and service offering have resulted in demand for our brand in a highly contested market. 

The primary focus of the Directors during this period has been liquidity management, inventory control, improving reporting and control systems, and ensuring that our business model going forward is resilient.

Our marketing business certainly has an important role to play as a specialist merchant in a sector in which a number of participants have disappeared, leaving customers with fewer alternatives to transact with qualified partners. The focus in our cement business is to establish our brand and secure market share but also to utilise our expertise in developing a marketing and logistics platform in cement and associated products. We continue to review the strategy of our businesses within the group and believe that the current course is the appropriate one in the present circumstances.

Throughout this period, the support of the Board and our key stakeholders continues to be very strong as evidenced by the successful private placement completed in September and the continued support of our lenders and customers.

Completion of merger

In March 2015, Ambrian and CGM successfully completed the combination of their businesses. The Group's core business of physical trading and logistics is now supplemented by the acquisition of a custom-built cement mill operation in Beira, Mozambique. The acquisition of this 800'000 tonne annual capacity facility was justified by its long-term economic rationale and also by the opportunity to leverage our expertise to source raw materials competitively and develop an additional marketing activity.

Fund raising                                                                                                                                                                                                                   

During the year the Company completed a fundraising for £2.6 million with certain of its existing shareholders, Directors and senior management.  This funding was deemed prudent considering the difficult environment in which we have to operate.  The net proceeds after satisfying cost overruns in the construction of the cement plant provided the Group with additional headroom for future general working capital requirements.

Board changes

As a result of the acquisition transaction referred to above, we (Robert Adair and Jean-Pierre Conrad) joined the Board of the Company as Non-executive Chairman and Chief Executive Officer respectively, on 27 March 2015. Furthermore, Martin Abbott and Charles Davies joined the Board in October. Martin, the former Chief Executive of the London Metal Exchange, has invaluable experience in the commodity markets and will undoubtedly assist in the Group's future development strategy of its marketing activities whilst emphasizing risk control.  Charles, a businessman with a variety of interests including in Mozambique, will contribute his "hands on" experience in the Group's drive to develop its portfolio of operating assets.

During the year, Kevin Lyon stepped down as a Non-executive Director and Chairman of the Company. The Board is grateful to Kevin for his unwavering and professional contribution in driving the merger process to its conclusion.

Outlook

Although most market commentators have predicted an improvement in the business environment for 2016, there are little visible signs that this has yet materialised sustainably, particularly in the markets in which we operate.

In our marketing activities, we have seen a subdued start of the year as the focus remains on macroeconomic developments in China. The first quarter of 2016 saw record highs of copper imports boosted by a favourable arbitrage window, a surge in fixed asset investments and a recovery in seasonal demand.  However, questions remain on the efficacy of the government stimulus and whether a recovery in China is sustainable. Whilst copper prices have rallied, premiums remain subdued into the second quarter of 2016 indicating poor industrial demand.  As a result, we have developed additional businesses in the Middle East, India and Europe and have increased our business flows with South America and Africa.  With a view to ensuring cash flows are insulated in times of weak market fundamentals, a significant portion of our trading with long standing relationships has been contractually arranged at the beginning of the new year for most or all of 2016.  Continuous reduction in net working capital and improving our cash generation ability in our marketing activities remain our prime focus.  Finally, we have also invested in improving our finance and risk management systems and processes to support our enlarged operations, but more significantly to provide us with the necessary tools to manage risks more efficiently.

In Mozambique, we have been pleased with the technical performance of the cement plant in its first few months of operation and believe that the high quality cement produced is proving attractive both to retail customers and in the construction sector.  Cement demand is driven by both infrastructure projects and small and mid-sized private sector initiatives.  In Central Mozambique, 2015 was a particularly good year in terms of cement demand despite the first signs of problems to come as cement prices in US dollar equivalent decreased markedly in the second half, in line with the dramatic weakening of the local currency.  Since the beginning of 2016, the situation has deteriorated rapidly with the economic situation in the country remaining uncertain as direct foreign investments and foreign support to the country's budget deficits have all but dried up.  Given current macroeconomic assumptions and the lack of any visible immediate solution to the predicament the country is going through, we believe that residential construction will suffer as disposable income falls and the banking system is short of foreign currency.  The non-residential construction industry is mostly a function of infrastructure projects and incentives rolled out by the oil and gas and mining industries, which have been suspended or postponed. With increased downward pressure on margins expected and a reduction in demand growth anticipated, our focus is to secure market share without being disruptive, improve free cash flows and reduce gearing in Mozambique. We continue to place emphasis on liquidity management and generating cash to reduce gearing.

We would like to thank our colleagues for their hard work and dedication in what has been a challenging year. We look forward to a better year though no doubt not without its difficulties.

Robert F. Adair                 Jean-Pierre Conrad

Chairman                            Chief Executive Officer

 

Ambrian plc

Consolidated statement of comprehensive income
for the year ended 31 December 2015



Year to 31 December 2015


Year to 31 December 2014



US $ 000's


US $ 000's

Turnover


1,897,528


2,885,069

Cost of sales


(1,902,214)


(2,877,276)

Net revenue


(4,686)


7,793






Investment portfolio gains


676


784

Total (loss)/income


(4,010)


8,577

Administrative expenses


(5,177)


(6,571)

Exceptional items - acquisition costs


-


(904)

Total administrative expenses


(5, 177)


(7,475)

Operating (loss)/profit


(9,187)


1,102

Finance income


428


-

Finance costs


(601)


-

(Loss)/profit before tax


(9,360)


1,102

Taxation


2,339


(574)

(Loss)/profit after tax


(7,021)


528






Other comprehensive income





Items that may be subsequently reclassified to profit or (loss)





Exchange profit/(loss) arising from translation of foreign operations


59


(344)

Total other comprehensive profit/(loss)


59


(344)






Total comprehensive (loss)/profit


(6,962)


184











(Loss)/profit attributable to:





Owners of the parent


(7,324)


518

Non-controlling interest


303


10



(7,021)


528






Total comprehensive (loss)/profit attributable to:





Owners of the parent


(7,265)


174

Non-controlling interest


303


10



(6,962)


184






Earnings per share in USD cents:





Basic earnings per share


(3.87)


                 0.51

Diluted earnings per share


(3.87)


                 0.51

 

 

 

 


Ambrian plc

Consolidated statement of changes in equity
for the year ended 31 December 2015

 


Share capital

Share

premium account

Capital Redemption reserve

Merger relief

reserve

Shares to be issued

Treasury shares

Other

reserve

Retained earnings/ (losses)

Share based payments reserve

Employee benefit trust

Exchange reserve

Total equity attributable to the owner of the parent

 Non-controll-ing interest

Total

equity


US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

Balance at 31 December 2013

17,665

18,044

-

-

-

(1,986)

-

(16)

8,052

(11,446)

(1,282)

29,031

(66)

28,965

Comprehensive income















Profit for the year

-

-

-

-

-

-

-

518

-

-

-

518

10

528

Foreign currency adjustments

-

-

-

-

-

-

-

-

-

-

(344)

(344)

(2)

(346)

Total comprehensive income/(loss) for the year

 -

 -

-

 -

 -

 -

 -

 518

 -

 -

(344)

174

8

182

Balance at 31 December 2014

17,665

18,044

-

 -

 -

(1,986)

 -

502

8,052

(11,446)

(1,626)

29,205

(58)

29,147

Arising from the business combination of Consolidated General Minerals (Schweiz) AG

2,455

-

-

26,066

1,477

-

(5,066)

-

-

-

-

24,932

6,944

31,876

Shares issue costs (refer to note 28)

-

-

-

(1,296)

-

-

-

-

-

-

-

(1,296)

-

(1,296)

Exercise of options

-

-

-

-

-

-

-

-

-

576

-

576

-

576

Redemption of Deferred 9p shares

(15,898)

-

15,898

-

-

-

-

-

-

-

-

-

-

-

Stock award

-

-

-

-

-

-

86

-

-

-

-

86

-

86

Comprehensive income














Profit / (Loss) for the year

-

-

-

-

-

-

-

(7,324)

-

-

-

(7,324)

303

(7,021)

Foreign currency adjustments

-

-

-

-

-

-

-

-

-

-

59

59

-

59

Total comprehensive income/(loss) for the year

-

-

-

-

-

-

-

(7,324)

-

-

59

(7,265)

303

(6,962)

Balance at 31 December 2015

4,222

18,044

15,898

24,770

1,477

(1,986)

(4,980)

(6,822)

8,052

(10,870)

(1,567)

46,238

7,189

53,427


Ambrian plc

Consolidated statement of financial position
at 31 December 2015



As at 31 December 2015


As at 31 December 2014

ASSETS


US $ 000's


US $ 000's

Non-current assets





Property, plant and equipment


76,036


442

Deferred tax asset


2,459


252



78,495


694






Current assets





Financial assets at fair value through profit or loss


7,495


21,933

Inventory


262,541


329,545

Trade and other receivables


60,083


78,505

Current tax receivable


250


-

Cash and cash equivalents


9,823


9,661

Total assets


418,687


440,338






LIABILITIES





Non-current liabilities





Long-term borrowings


(21,376)


                      -

Deferred tax liability


(7,554)


                      -



(28,930)


                      -






Current liabilities





Financial liabilities at fair value through profit or loss


(2,675)


-

Short-term borrowings


(225,219)


(315,065)

Short-term liabilities under sale and repurchase agreements


(43,745)


(45,701)

Trade and other payables


(64,691)


(50,209)

Current tax payable


                      -  


(216)

Total liabilities


(365,260)


(411,191)






Total net assets


53,427


29,147






Capital and reserves





Share capital


4,222


17,665

Share premium


18,044


18,044

Capital redemption reserve


15,898


-

Merger relief reserve


24,770


-

Shares to be issued


1,477


-

Treasury shares


(1,986)


(1,986)

Other reserve


(4,980)


-

Retained (losses)/earnings


(6,822)


502

Employee benefit trust


(10,870)


(11,446)

Share-based payments reserve


8,052


8,052

Exchange reserve


(1,567)


(1,626)

Total equity attributable to the owner of the parent


46,238


29,205






Non-controlling interest


7,189


(58)

Total equity


53,427


29,147

 

Ambrian plc

Consolidated statement of cashflows
for the year ended 31 December 2015

 


Year to 31

December 2015


Year to 31 December 2014


US $ 000's


US $ 000's

(Loss)/profit for the year

(7,021)


528

Adjustments for:




Depreciation of property, plant and equipment

435


52

Share-based payment expense

72


-

Foreign exchange gains

(825)


(533)

Taxation expense

(2,339)


574

Realised gain on financial assets designated at fair value

(676)


(18)

Decrease/(increase) in inventories

67,004


(120,673)

Decrease/(increase) in trade and other receivables

22,377


(18,872)

Unrealised losses on financial liabilities at fair value

(428)


(2,371)

Unrealised gains/(losses) on financial assets at fair value

11,115


(19,989)

Increase/(decrease) in trade and other payables

12,545


(1,471)

Loss on disposal of property, plant and equipment

-


49

Cash generated/(used) in operations

102,259


(162,724)

Taxation paid

 (362)


 -

Net cash flow generated/(used) in operating activities

101,897


(162,724)





Investing activities




Net cash from acquisition of subsidiary undertakings

 424


 -

Purchase of property, plant and equipment

(8,955)


(488)

Disposal of property, plant and equipment

-


14

Net cash used in investing activities

(8,531)


(474)





Financing activities




Share issue costs

(1,296)


-

Proceeds from issue of convertible loan notes

4,121


-

Proceeds received from the exercise of options in Employee Benefit Trust

576


-

Increase in long-term borrowings

(4,793)


-

(Decrease)/increase in short-term liabilities under sale and repurchase agreements

(1,956)


12,646

(Decrease)/increase in short-term borrowings

(89,846)


138,175

Net cash (used)/generated in financing activities

(93,194)


150,821





Net increase/(decrease) in cash and cash equivalents

172


(12,377)

Cash and cash equivalents at the beginning of the year

9,661


22,075

Effect of foreign exchange rate differences on cash and cash equivalents

(10)


(37)

Cash and cash equivalents at the end of the year

9,823


9,661

 

 

 

 

 

1.    Basis of preparation

 

The financial information set out in this announcement does not constitute the Group's statutory accounts for the year ended 31 December 2015 or 2014 but is derived from those accounts. Statutory accounts for the 2014 have been delivered to the Registrar of the Companies, and those for 2015 will be delivered in due course.

The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain statements under section 498 (2) or (3) of the Companies Act 2006. The results for the year ended 31 December 2015 were approved by the Board of Directors on 7 June 2016 and are audited.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of international Financial Reporting Standards (IFRS's) as endorsed for use in the European Union, this announcement does not itself contain sufficient information to comply with IFRS's. The accounting policies adopted in this announcement have been consistently applied and are consistent with the policies used in the preparation of the statutory accounts for the period ending 31 December 2015.  

The consolidated financial statements of the Group have been prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards (IFRS) as developed and published by the International Accounting Standards Board (IASB) as adopted by the European Union (EU). 

 

Presentational currency

The financial statements have been presented in US Dollars which is the functional currency of the company.

 

2.    Segmental analysis

The Group has four reportable segments attributable to its continuing operations including Head office:

·    Physical metals and minerals trading

·    Cement operations

·    Investment portfolio - comprises the Group's investment portfolio

·    Head office costs relate to overheads incurred in connection with operating the public limited company, providing support functions to the Group.

The measurement of the segmental revenue, profit before tax, capital expenditure, depreciation, total assets, total liabilities and net assets have been prepared using consistent accounting policies across the segments

Factors that management used to identify the Group's reportable segments

The Group's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different strategies.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer, Chief Operating Officer and the Finance Director.


Trading

Cement

Operations

Investment

Portfolio

Head office costs

Total


2015

2015

2015

2015

2015


US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

Turnover

1,895,451

2,077

-

 -  

1,897,528

Cost of Sales

(1,900,327)

(1,887)

-

 -  

(1,902,214)

Revenue

-

-

676

-

676


(4,876)

190

676

-

(4,010)

 

 


Trading

Cement

Operations

Investment

Portfolio

Head office costs

Total


2014

2014

2014

2014

2014


US $ 000's

US $ 000's

US $ 000's

US $ 000's

US $ 000's

Turnover

2,884,979

-

-

90

2,885,069

Cost of Sales

(2,877,276)

-

-

-

(2,877,276)

Revenue

-

-

784

-

784


7,703

-

784

90

8,577

 


Year to 31 December 2015

Year to 31 December 2014


US $ 000's

US $ 000's

(Loss)/profit before tax



Trading

(8,917)

2,542

Cement operations

669

-

Investment portfolio

676

784

Head office costs

(1,788)

(1,320)

Exceptional items

-

(904)


(9,360)

1,102

 

Geographical split of Total income for the Group where > 10% per region






Year to 31 December 2015

Year to 31 December 2014



US $ 000's

US $ 000's



Turnover

Turnover


Eastern Asia

1,035,593

            2,042,216


Western Asia

               533,706

               286,480


Other

               328,229

               556,373






Major customers of the Group where individually >10% of Total income






Year to 31 December 2015

Year to 31 December 2014



US $ 000's

US $ 000's



Customer

Customer


Customer A

               302,002

144,293


Customer B*

               12,969

               432,878


Other

            1,582,557

            2,307,898


* Customer B is < 10% during for the year ended 2015

 


Year to 31 December 2015

Year to 31 December 2014


US $ 000's

US $ 000's

Investment portfolio losses represents:



Unrealised gains on financial assets

designated at fair value

676

766

Realised gains on financial assets designated at fair value

-

18


676

784

 

 

 

 


Year to 31 December 2015

Year to 31 December 2014

US $ 000's

US $ 000's

Total assets



Trading

336,194

436,565

Cement operations

82,170

-

Investment portfolio

179

328

Head office

144

3,445


418,687

440,338

Total liabilities



Trading

322,863

410,951

Cement operations

38,538

-

Investment portfolio

-

1

Head office

3,859

239


365,260

411,191

 


Year to 31 December 2015

Year to 31 December 2014


US $ 000's

US $ 000's

Depreciation:



Trading

93

52

Cement operations

342

-

Investment portfolio

-

-

Head office

-

-


435

52

 

 

3. Earnings per ordinary share

The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year, excluding shares held in the Employee Benefit Trust on 31 December 2015 of 6,259,046 (2014: 6,259,046), Treasury shares on 31 December 2015 of 4,500,058 (2014: 4,500,058) and Non-treasury shares on 31 December 2015 of 28,812,192 (2014: nil).

The calculation of diluted earnings per share is based on the basic earnings per share adjusted to allow for the issue of shares through the share option schemes on the assumed conversion of all dilutive options.

Reconciliations of the earnings and weighted average number of shares in the calculations are set out below. Diluted earnings per share has not been calculated as the Group is loss making.

The (loss)/profit attributable to the owners of the Company for continuing operations used in the calculation below is that presented in the consolidated statement of comprehensive income.


Year to 31 December 2015

Year to 31 December 2014


US $ 000's

US $ 000's

Continuing operations



(Loss)/profit attributable to shareholders

(7,324)

518

Diluted (loss)/profit attributable to shareholders

(7,324)

518




Weighted average number of shares

189,044,366

100,602,104

Dilutive effect of convertible loan notes and warrants

66,675,000

-




Basic earnings per share US $ cents

(3.87)

0.51

Diluted earnings per share US $ cents

(3.87)

0.51

 

 

 

4. Financial assets and liabilities at fair value through profit or loss


Year to 31 December 2015

Year to 31 December 2014


US $ 000's

US $ 000's

Financial assets at fair value through profit and loss - derivatives

7,316

18,669

Investments:



Unlisted investments

179

3,264


7,495

21,933




Financial assets at fair value through profit and loss

- convertible loan derivatives

(2,675)

-




 

During the year, Ambrian Metals Limited and CGM merged pursuant to a "merger by absorption" governed by Swiss law. The unlisted investment in CGM was valued at $3.61 million based upon the transaction with Ambrian plc. As part of the merger, Ambrian plc issued shares to CGM shareholders which resulted in "Non-treasury" shares being recorded by Ambrian plc for shares owned in itself, disclosed as "Other reserves".

All amounts presented in respect of unlisted securities have been determined with reference to financial information available at the time of the original investment updated to reflect all relevant changes to that information at the reporting date. This determination requires significant judgment in determining changes to fair value since the last valuation date. In making this judgment the Board evaluates, among other factors, changes in the business outlook affecting a particular investment, performance of the underlying business against original projections and valuations of similar quoted companies and the most recent fund raise achieved by the investee company.

Financial assets at fair value through profit or loss represent commodity futures. These are used to hedge inventory of metals, and purchases and sales of metals. Hedges take into account both contango and backwardation market conditions and are marked to market at the year-end closing price.

5. Non-controlling interest

The non-controlling interest ("NCI") disclosed in the consolidated statement of comprehensive income and consolidated statement of financial position at 31 December 2015 is represented by

Names of entity with NCI

Cimentos da Beira

Principal place of business of subsidiary

Beira, Mozambique

Proportion of ownership held by NCI

20%

Proportion of voting rights held by NCI

0%

Profit/(loss) attributed to NCI in US $ 000's

252

Accumulated NCI value at in US $ 000's

7,197

Dividends paid to NCI

-

 

 The 20% economic interest in Cimentos da Beira ("CdB"), is held by the Industrial Development Corporation of South Africa Limited ("IDC") by means of a convertible loan agreement whereby the IDC has an option to subscribe for 20% of the issued share capital of CdB.

Refer to the Segmental analysis, note 2 above, for the breakdown of assets and liabilities relating to CdB.

A 20% minority interest in Ambrian Resources AG held by shareholders other than Ambrian plc.

 

 

6. Business combination of Consolidated General Minerals (Schweiz) AG

On 17 February 2015, Ambrian announced that it had entered into a conditional agreement relating to the merger of Ambrian's Swiss subsidiary, Ambrian Metals Limited, with CGM Schweiz (which owns a newly constructed cement manufacturing plant in the port of Beira, Mozambique), pursuant to a 'merger by absorption' process governed by Swiss law and a subsequent acquisition by Ambrian plc of the shareholding of Consolidated General Minerals Plc (now in liquidation) ("CGM") in the resulting Swiss merged entity, together with all the indebtedness of the CGM Schweiz Group owed to CGM.

On 6 March 2015 the deal was approved by a majority shareholding of both entities, and by 27 March 2015 the deal was declared unconditional with all conditions precedent having been met. This is considered the acquisition date. On the same day two directors of CGM were appointed to the board of Ambrian plc, Robert Adair (now Chairman) and Jean-Pierre Conrad (now Chief Executive Officer).

The merger serves a strategic purpose in diversifying Ambrian's revenue stream. The Group will now have an operating asset, and has further exposure to the fast growing and developing market of Mozambique. Further it helps increase Ambrian's shareholder base, and consequent prospects of additional liquidity in share trading and improving the Group's profile with institutional investors.

We previously announced the details of the transaction with CGM and the combination of our businesses. This is the first reporting period for which we report on the combined businesses including the cement plant in Mozambique, owned by CdB. The directors have considered how this transaction should be accounted for and having reviewed the criteria, have determined that it should be accounted for as a business combination.

Details of the fair value of identifiable assets and liabilities acquired (excluding the holding in Ambrian plc previously held by CGM), and purchase consideration is as follows:


Book value at 31 March 2015


Fair value uplift at 31 March 2015


Fair value at 31 March 2015


US $ 000's


          US $ 000's


US $ 000's

Property, plant and equipment

40,132


          26,174


66,306

Land

768


-


768

Trade and other receivables

2,659


 -


2,659

Cash and cash equivalents

424


 -


424

Loan and overdraft facilities

(25,151)


 -


(25,151)

Trade and other payables

(1,938)


 -


(1,938)

Deferred tax liability

-


(7,582)


(7,582)

Non-controlling interest

-


(6,944)


(6,944)

Total net assets

16,894


          11,648


28,542

 

Fair value of consideration payable





No. of Convertible

Securities


At 31 March 2015




US $ 000's

Initial Convertible Securities (converted)

165,020,739


28,521

Second Tranche Deferred Convertible Securities

9,707,102


1,678

Total consideration

             174,727,841


        30,199





Less Investment acquired in Ambrian plc previously held by CGM


(1,657)




        28,542

 

 

The value applied to the equity to be issued is based on Ambrian plc's closing price (11.62 pence) and USD closing exchange rate (USD/GBP 1.4874) on the day the transaction completed (27 March 2015).

Details of the Convertible Securities in relation to the merger

The 165,020,739 Initial Convertible Securities of £0.01 each in Ambrian plc were issued on 8 May 2015, as anticipated and upon their immediate subsequent distribution to CGM shareholders, automatically converted into 165,020,739 Ordinary Shares in Ambrian plc.

The 19,414,205 First Tranche Deferred Convertible Securities of £0.01 each in Ambrian plc were also issued on 8 May 2015 but (notwithstanding their immediate subsequent distribution to CGM shareholders) were not converted into Ordinary Shares in Ambrian plc, as the condition for such conversion (mechanical completion of the Beira cement plant) was not satisfied by the long stop date for satisfaction of that condition (15 May 2015) - and so automatically on that date converted into 19,414,205 special deferred shares of £0.01 each in Ambrian plc.

The 9,707,102 Second Tranche Deferred Convertible Securities of £0.01 each in Ambrian plc were also issued on 8 May 2015 and, in accordance with their terms, will as a result of their immediate distribution to CGM Shareholders convert into 9,707,102 Ordinary Shares in Ambrian plc conditional upon the final dissolution of CGM.

Details of the Non-treasury shares in relation to the merger

As a result of the merger, Ambrian plc now holds $4,980,000 shares in itself, $1,657,000 through shares held directly by CGM (as noted above) and $3,323,000 through Ambrian plc's holding in CGM plc which was acquired through the issue of Ambrian plc shares. These shares are held as non-treasury shares and are required by law to be sold or cancelled in the future.

Refer to note 2 above for the profit contributed by the cement operations segment since acquisition.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR LLFSRREIDIIR

a d v e r t i s e m e n t