Petra AR 5Nov 08 AM
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Cover 11/19/08 5:35 PM Page 1 Petra Diamonds Petra Annual Report 2008 www.petradiamonds.com Annual Report 2008 Cover 11/19/08 5:35 PM Page 2 Administrative information Group head office Principal bankers Elizabeth House Barclays Bank plc 9 Castle Street 38 Hans Crescent, Knightsbridge St. Helier London, SW1X OL2 Jersey, JE4 2QP Tel: +44 207 114 7200 www.petradiamonds.com Website: www.barclays.co.uk Email: [email protected] Contact: Graham Whiteley Email: [email protected] Advisers PR advisers – UK The Hogarth Partnership Nominated adviser and broker No. 1 London Bridge Collins Stewart London, SE1 9BG 88 Wood Street Tel: +44 20 7357 9477 London, EC2V 7QR Website: www.hogarthpr.co.uk Tel: +44 207 523 8000 Contact: Julian Walker Website: www.collins-stewart.com Email: [email protected] Contact: Piers Coombs Email: [email protected] PR advisers – South Africa Russell & Associates Second broker 42 Glenhove Road BMO Capital Markets Melrose Estate 95 Queen Victoria Street Johannesburg, South Africa London, EC4V 4HG Tel: +27 (0)11 880 3924 Tel: +44 20 7246 5415 www.rair.co.za Contact: Jamie Strauss Contact: Charmane Russell Email: [email protected] Email: [email protected] AIM registrars Secretary and registered office Capita IRG (Offshore) Limited Michael Ashford 44 The Esplanade, Jersey, 2 Church Street, Hamilton Channel Islands, JE4 0XQ HM11, Bermuda Tel: UK: 0871 664 0300 or Company registration number: EC23123 international: +44 208 639 3399 Tel: +1 441 295 5950 Website: www.capitaregistrars.com Website: www.cdp.bm Email: [email protected] Email: [email protected] Auditors Legal advisers to the Company BDO Stoy Hayward LLP (As to Bermuda Law) 55 Baker Street Conyers Dill & Pearman London, W1U 7EU Clarendon House, 2 Church Street Tel: +44 207 893 2714 Hamilton, HM11, Bermuda Website: www.bdo.co.uk Tel: +1 441 295 1422 Contact: Scott Knight Website: www.cdp.bm Email: [email protected] Email: [email protected] Legal advisers (As to English Law) Memery Crystal 44 Southampton Buildings London, WC2A 1AP Tel: +44 207 242 5905 Website: www.memerycrystal.com Contact: Lesley Gregory Email: [email protected] CONTENTS Russell and Associates 1 Contents 2 Corporate profile 3 Financial highlights 4 Petra Diamonds at a glance 6 Chairman’s statement 10 CEO’s review 22 Board of directors 24 Review of operations 56 Reserves and resources 58 Mining, processing and distribution 62 Diamond market overview 68 Corporate social responsibility 76 Directors’ report 78 Directors’ remuneration report 80 Corporate governance statement 84 Independent auditors’ report 85 Consolidated income statement 85 Consolidated statement of recognised income and expense 86 Consolidated balance sheet 87 Consolidated cash flow statement 88 Notes to the annual financial statements 126 Notice of AGM 127 Glossary of terms IBC Administrative information Cullinan mine, South Africa Form of proxy 2 Corporate profile CORPORATE PROFILE Petra Diamonds is a rapidly growing diamond mining group, focused on the African continent. A number of recent acquisitions have established Petra as one of the world’s largest independent diamond groups by resource, with a gross resource base of 265 million carats, and an estimated value of US$27.3 billion. Petra’s objective is to continue to grow Group production, developing its stature as a leading diamond producer in all of the countries in which it operates. In South Africa, Petra has five producing mines – Cullinan, Koffiefontein, Helam, Sedibeng and Star. The Group has also reached agreement to acquire two further assets from De Beers – the Kimberley Underground mines, also in South Africa, and the Williamson mine in Tanzania. The Group is on track to increase its annual production from 200,000 carats in the year to June 2008 to over 1 million carats in the year to June 2009. Complementing the Group’s production is an exploration and development portfolio spread across the highly prospective diamond fields of Angola, Botswana and Sierra Leone. Petra will only commit to working in countries which are members of the Kimberley Process and shareholders can remain assured that Petra’s diamonds will only ever be 100% conflict free. Petra is listed in London under the share code PDL and is AIM’s largest diamond group by market capitalisation. Cullinan mine, South Africa 3 Financial highlights Production Carats 2005 143,673 2006 175,011 200,287 2007 180,474 2008 200,287 carats 0 250,000 Production has grown steadily over the past four years. Taking into account the completion of the Cullinan acquisition, Petra is targeting over 1 million carats of production (gross) in the 2009 financial year. The first year of production at Koffiefontein contributed almost 90,000 carats, a significant portion of the total Group production figure of 200,287 carats. Revenue US$m 2005 2.3 2006 20.9 US$76.9m 2007 17.0 2008 76.9 0 80 Petra’s revenues increased by 352% during the period under review from US$17 million in 2007 to US$76.9 million in 2008. This substantial increase reflects the expansion of the business and the success of the Company’s acquisition strategy. EBITDA3 US$m 2005 -9.9 2006 -5.3 US$25.5m 2007 -5.2 2008 25.5 -10 0 30 EBITDA3 for the period was US$25.5 million compared to a prior year loss of US$5.2 million. EBITDA3 is stated before share-based expense and foreign exchange loss. Profit after tax US$m 2005 -21.0 2006 -18.8 US$1.9m 2007 -20.9 2008 1.9 -25 0 20 In line with increased revenues, Petra posted a profit after tax of US$1.9 million for the 2008 financial year. This is the first profit figure recorded by the Group and reflects the progression from an exploration into a production-focused group. Summary of results 12 months to 30 June 2008 12 months to 30 June 2007 US$ million US$ million Revenue 1 76.9 17.0 Gross profit 2 39.2 1.3 Other operating income 1.1 – Exploration expense 2 (9.5) (1.2) Other operating expense 2 (5.3) (5.3) EBITDA3 25.5 (5.2) Depreciation (7.1) (6.5) Amortisation (3.8) (3.7) Share based expense (1.6) (0.4) Foreign exchange loss (4.0) (4.8) Net finance income/(expense) 0.2 (1.6) Loss from discontinued operations (1.4) (0.6) Tax (charge)/credit (5.9) 1.9 Net profit/(loss) after tax - Group 1.9 (20.9) Notes: 1.The results for the year comprise Koffiefontein and Petra’s fissure mines, Helam, Sedibeng and Star. The acquisition of the Cullinan mine by the Petra Diamonds Cullinan Consortium was completed on 15 July 2008 and Petra will account for its 37% interest in Cullinan from that date 2.Stated before depreciation, amortisation of intangibles, interest paid, foreign exchange losses and share-based payments 3.All EBITDA disclosures are “adjusted EBITDA”, being stated before share-based expense and foreign exchange loss 4 Petra Diamonds at a glance Petra is focused on Africa, with producing operations and exploration projects spanning the continent. Petra has five producing mines in South Africa – Cullinan, Koffiefontein, Helam, Sedibeng and Star, with a sixth operation to be added to the portfolio through the acquisition of the Kimberley Underground mines. A recent expansion into Tanzania through the acquisition of the Williamson mine from De Beers complements the Group’s exploration and development portfolio which is spread across the highly prospective diamond fields of Angola, Botswana and Sierra Leone. 5 2 3 4 1 5 Petra Diamonds at a glance South Africa - Cullinan 1 37% initial interest through Petra-led consortium; purchase completed July 2008 Second largest diamond resource in the world by in-situ value at 208 million carats (includes tailings) Source of spectacular diamonds, including the Cullinan, the world’s largest ever found at 3,106 carats, a quarter of all the world’s diamonds over 400 carats in size, and highly prized blue diamonds Current B-Cut operations support 1 million carats per annum production Infrastructure and resources in place provide opportunity to significantly uplift production BEE partners hold 26% through Thembinkosi Mining Investments (14%) and a Petra employee share trust (12%) Sale of a 39.19 carat blue diamond in October 2008 for US$8.8 million 1 South Africa - Koffiefontein 70% interest held; BEE partners, Re-Teng Diamonds holds 30% Purchase completed in July 2007 Dramatic economic turnaround achieved in Petra’s hands Now one of the world’s top kimberlite mines by average value per carat, achieving US$484 for the 2008 financial year Annual production of 80,000 carats 1 South Africa - Kimberley Underground Acquisition expected to complete by end of 2008, currently operated by Petra on care and maintenance Diamond recoveries to commence in 2009 Targeted production of 100,000 carats per annum at US$160 per carat (based on historic information) 1 South Africa - Fissure Mines Comprises the Helam, Sedibeng and Star mines Petra has a 74.5% interest in Sedibeng and a 100% interest in both Helam and Star. 110,665 carats produced in the 2008 financial year Average value achieved of US$211 per carat for the 2008 financial year, vs world average of US$90 Tanzania - Williamson 2 Petra to acquire a 75% interest; acquisition expected to complete November 2008 Renowned for producing large, high value diamonds and fancy pink diamonds Open pit operation mining the 146 hectare Mwadui kimberlite pipe Major resource of approximately 40 million carats Initially will add 150,000 carats per annum to Petra Group production, with potential to ramp up to 500,000 carats per annum 3 Angola - Alto Cuilo 41.2% kimberlite interest (on completion of BHP Billiton withdrawal)