Annual Financial Statements


Financial Statements for the year ended 31 December 2002


Statutory Report
Statutory Report
 
The directors have pleasure in submitting the annual financial statements of the company and of the Group for the year ended 31 December 2002. 

Holding Company

The company's holding company is Anglo South Africa Capital (Pty) Limited and its ultimate holding company is Anglo American plc, a company incorporated in England. 

Nature of Business

The Group comprises four operations: African Products, Hulett Aluminium, Moreland and Tongaat-Hulett Sugar. Their activities are dealt with in the separate operational reports.

Financial Results

Total net earnings of the Group for the year ended 31 December 2002 amounted to R401 million (2001 R618 million). This translates into headline earnings per share of 388,1 cents (2001 602,4 cents) based on the increased weighted average number of shares in issue during the year.

Dividends

An interim dividend No. 150 of 80 cents per share was paid on 29 August 2002 and a final dividend No. 151 of 190 cents per share has been declared and is payable on 3 April 2003 to shareholders registered at the close of business on 28 March 2003. 

Share Capital

There was no change in the authorised share capital of the company. During the year 226 900 shares were allotted (including 7 000 shares to directors) in respect of options exercised in terms of the Group's employee share incentive scheme for a total consideration of R8 million. Details of the unissued ordinary shares, share options granted and exercised and the Group's share incentive schemes are set out in note 22. 

Shareholders will be asked to consider an ordinary resolution at the forthcoming annual general meeting to place the unissued shares of the company under the control of the directors until the following annual general meeting.  

At the previous annual general meeting, a general authority was granted by shareholders for the company to acquire its own shares in terms of the Companies Act. The directors consider that it will be advantageous for the company were this general authority to continue. Such authority will be used if the directors consider that it is in the best interests of the company and shareholders to effect any such acquisitions having regard to prevailing circumstances and the cash resources of the company at the relevant time. Shareholders will be asked to consider a special resolution to this effect at the forthcoming annual general meeting.  

In compliance with the listings requirements of the JSE Securities Exchange South Africa (JSE), the acquisition of shares or debentures (securities) pursuant to a general authority may only be made by a company subject to such acquisitions:  

  • being implemented on the JSE;
  • being authorised thereto by the company's articles of association;
  • being authorised by the shareholders of the company in terms of a special resolution of the company in general meeting which will be valid only until the next annual general meeting of the company; provided that such authority will not extend beyond 15 months from the date of the resolution;
  • not being made at a price greater than ten percent above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction was agreed.

Further, in terms of the listings requirements of the JSE: 

  • the acquisition by a company of its own securities may not, in the aggregate, in any one financial year exceed 40 percent of that company's issued share capital of that class; provided that any acquisition pursuant to a general authority may not exceed 20 percent of that company's issued share capital of that class in any one financial year.
  • the directors consider that in their opinion, taking into account the effect of the maximum acquisition by the company of shares issued by it as referred to above:
(a) the company and its subsidiaries (together "the Group") will be able, in the ordinary course of business, to pay its debts for a period of 12 months from 19 February 2003;
 
(b) the assets of the company and of the Group will be in excess of the liabilities of the company and the Group for a period of 12 months from 19 February 2003. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the company's latest audited Group annual financial statements;
 
(c) the ordinary capital and reserves of the company and the Group will be sufficient for the company's and the Group's present requirements for 12 months from 19 February 2003;
 
(d) the working capital of the company and the Group for a period of 12 months from 19 February 2003 will be adequate for the company's and the Group's
requirements.
 

Subsidiary Companies and Joint Ventures

The principal subsidiaries and joint ventures of the Group are reflected in note 30. 

The attributable interest of the company in the results of its consolidated subsidiaries and joint ventures for the year ended 31 December 2002 is as follows:
 

2002 2001
In the aggregate amount of:
   Net earnings (Rmillion) 280 371
   Net losses (Rmillion) 125 63

Directorate

The names of the directors and alternate directors of the company in office at the date of this report are reflected on pages 74 and 75. 

On 10 May 2002 Mr A Fourie was appointed as a director. Mr E S C Garner resigned as a director on 18 June 2002. On 31 July 2002 Mr A J Trahar resigned as a director and on the same day Mr A M Thompson was appointed as a director in his stead. 

Directors retiring at the annual general meeting in accordance with the articles of association are: Messrs A Fourie, M Mia, C M L Savage, R H J Stevens, A M Thompson and Mrs E le R Bradley. These directors are all eligible and offer themselves for re-election. Details of each of these retiring directors are set out on pages 74 and 75.  

Directors' Shareholdings

At 31 December 2002, the present directors and alternate directors of the company beneficially held a total of 1 034 879 ordinary shares equivalent to one percent in the company (2001 936 774 shares equivalent to one percent) and held unexercised options to acquire a total of 1 322 960 ordinary shares in the company (2001 1 111 960). There has been no material change in these holdings between 31 December 2002 and 19 February 2003. 

Post Balance Sheet Events

There were no material events between the balance sheet date and the date of this report.