Annual Financial Statements


Financial Statements for the year ended 31 December 2005


Directors' 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 2005.

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 separately in the annual report.

FINANCIAL RESULTS

The net profit attributable to shareholders for the year ended 31 December 2005 amounted to R472 million (2004 - R220 million). This translates into a headline earnings per share of 452,4 cents (2004 - 202,5 cents) based on the weighted average number of shares in issue during the year.

DIVIDENDS

An interim dividend number 156 of 120 cents per share was paid on 1 September 2005 and a final dividend number 157 of 280 cents per share has been declared and is payable on 23 March 2006 to shareholders registered at the close of business on 17 March 2006.

The salient dates of the declaration and payment of this final dividend are as follows:

Last date to trade ordinary shares "CUM" dividend  Friday10 March 2006
Ordinary shares trade "EX" dividendMonday13 March 2006
Record dateFriday17 March 2006
Payment dateThursday  23 March 2006

Share certificates may not be dematerialised or re-materialised, nor may transfers between registers take place between Monday 13 March 2006 and Friday 17 March 2006, both days inclusive.

The dividend is declared in the currency of the Republic of South Africa. Dividends paid by the United Kingdom transfer secretaries will be paid in British currency at the rate of exchange ruling at the close of business on Friday 10 March 2006.

SHARE CAPITAL

There was no change in the authorised share capital of the company. During the year 1 647 688 shares were allotted (including 116 200 shares to directors) in respect of options exercised in terms of the Group's employee share incentive schemes for a total consideration of R62 million. Details of the unissued ordinary shares and the Group's share incentive schemes are set out in notes 12 and 26.

Shareholders will be asked to consider an ordinary resolution at the forthcoming annual general meeting to place unissued shares of the company up to five percent of the number of shares in issue at 21 April 2006 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 with the proviso that the number of ordinary shares acquired in any one financial year may not exceed five percent of the ordinary shares in issue at the date on which this resolution is passed.

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 effected through the order book operated by the JSE trading system;
  • 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 is effected. The JSE should be consulted for a ruling if the company's securities have not traded in such five business day period.

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

  • 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 17 February 2006;
  • 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 17 February 2006. 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;
  • 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 17 February 2006;
  • the working capital of the company and the Group for a period of 12 months from 17 February 2006 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 32.

The attributable interest of the company in the results of its consolidated subsidiaries and joint ventures for the year ended 31 December 2005 is as follows:

    2005 2004
      (Restated for IFRS)
In the aggregate amount of:    
   Net profit - (Rmillion) 329 308
   Net losses - (Rmillion) 47 45

DIRECTORATE

The names of the directors of the company in office at the date of this report are reflected under the directorate.

Mrs J Thomas and Mr G Young resigned as alternate directors with effect from 5 October 2005.

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

DIRECTORS' SHAREHOLDINGS

At 31 December 2005, the present directors of the company beneficially held a total of 1 072 139 ordinary shares equivalent to one percent in the company (2004 - 1 029 685 shares equivalent to one percent). They also held, in a non-beneficial capacity, a total of 508 310 ordinary shares equivalent to 0,5 percent in the company (2004 - 508 310 shares equivalent to 0,5 percent). Details of the directors' shareholdings and interests in the share incentive schemes are provided in notes 25 and 26. There has been no material change in these holdings between 31 December 2005 and 17 February 2006.

POST BALANCE SHEET EVENTS

An extensive strategic review to further enhance shareholder value, building on the achievements of the last two years and the ongoing actions to increase earnings in all operating companies, has been completed. This resulted in a board decision to embark on the unbundling of the Group's 50 percent interest in Hulett Aluminium to Tongaat-Hulett shareholders, the listing of Hulett Aluminium and the simultaneous introduction of Black Economic Empowerment equity participation in both Tongaat-Hulett and Hulett Aluminium. Significant preparatory work, including the relevant approvals and regulatory compliance, will be required to implement the aforementioned initiatives. Announcements with progress in this regard will be made in due course.

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