31 July 2024
Ferrexpo
plc
("Ferrexpo", the "Group" or the "Company")
Interim Results for the six
months ended 30 June 2024
Resilience drives an
improved performance
Ferrexpo plc (LSE: FXPO), a
premium iron ore pellet producer and exporter to the global steel
industry, is pleased to report interim results for the six months
ended 30 June 2024 ("the period" or "first half" or "first six
months" or "1H 2024").
Commenting on the results, Lucio Genovese, Executive Chair,
said:
"Ferrexpo continues to demonstrate resilience, retaining the
entire workforce during a time of war, whilst increasing production
and ensuring exports to our customers around the world. The
significance of our operations has never been greater to our
people, local communities and Ukraine.
From a corporate perspective, we are adapting to the
complexities of a prolonged war. We have learnt how to operate a
large-scale business more nimbly, embedding flexibility into our
operations and working practices. This means that we are able to
adapt to the constant challenges that confront us. With access to
Ukrainian Black Sea ports returning during the period, we were able
to respond quickly, bringing idled production capacity back on line
and exporting to our customers via seaborne routes, thereby
achieving our best production result since the start of Russia's
full-scale invasion.
Revenues and EBITDA also improved in the first six months and
underscore the extraordinary effort and commitment of our
workforce. 8,000 people, across every business function,
co-ordinating their skills and expertise, time and resources, to
realise these tremendous results. The fact that we can achieve so
much in such challenging conditions is testament to our resilience
and perseverance today, and in the future.
During the period, we deployed cash to increase production
and preserve the integrity of our assets. Nevertheless, despite
adding volume and lowering our controllable unit costs, we must
accept that we are operating in an environment where lower iron ore
prices and significantly higher electricity prices put pressure on
our margins. It is therefore pleasing to note that we were able to
end the period with a modest increase in our net cash
position.
For the remainder of the year, we will focus on optimising
current production levels. We remain hopeful that domestic
electricity supply will improve during the third quarter when power
plants that were shut for maintenance come back
on-line.
Since the start of the full-scale invasion, we have
demonstrated our ability to operate flexibly and adapt to ever
changing circumstances. I am confident that should we see an
opportunity to benefit from changes in iron ore pellet prices, we
will adjust our production accordingly."
Production and Financial Highlights
·
Total commercial production for the first six
months of 2024 increased by 75% to 3.7 million tonnes, comprising
3.3 million tonnes of pellets and 0.4 million tonnes of commercial
concentrate.
·
Total sales for the first six months of 2024
increased by 85% to 3.8 million tonnes, of which 1.8 million tonnes
were exported through Ukrainian Black Sea ports.
·
Revenues increased by 64% to US$549 million due
to increased sales volume, although prices were lower than in 1H
2023.
·
Profit after tax increased by 104% to US$55
million.
·
C1 Cash Cost of ProductionA (C1 costs)
increased to US$79 per tonne in the half year, due to higher energy
costs, expanded mining activities, maintenance and repairs,
partially offset by positive effects from a currency devaluation
and cost saving initiatives.
·
Interim Underlying EBITDA increased by 24% to
US$79 million, reflecting the net effects from higher sales volume
and lower realised prices and higher production costs, principally
driven by rising energy prices in Ukraine.
·
The Group ended the period with a US$112 million
Net CashA position, comprising US$115 million of cash
and cash equivalents, and minimal financial debt of US$4 million as
of 30 June 2024 (Net Cash positionA as at 31 December
2023: US$108 million).
·
US$55 million of continued capital investment in
sustaining and development capital expenditure projects in
Ukraine.
Commenting on the financial results, Nikolay Kladiev, CFO,
said:
"For the first six months of the year, our business
demonstrated its resilience from a financial perspective. The
strong rebound in production resulted in revenues increasing 64%.
We achieved excellent progress managing our controllable costs on a
unit basis, however costs did increase overall due to additional
mining and maintenance activities, higher energy costs and towards
the end of the period a big jump in electricity prices. In the
context of a weakening iron ore price environment, we achieved a
24% increase in EBITDA to US$79 million for the period. After
continued investment in our operations of US$55 million, our
closing net cash position was maintained at US$112 million, four
million higher than at the end of 2023.
Towards the end of the period, the authorities in Ukraine
mandated that large enterprises including Ferrexpo to import 80% of
their electricity needs from neighbouring European countries. This
policy was established in response to Russian attacks on Ukrainian
power generation and transmission infrastructure, estimated to have
reduced domestic electricity supply capacity by 50%. It is
noticeable that the reduction in available domestic energy has also
been affected due to maintenance at several domestic nuclear power
plants during this time of year. At the current time, we are
sourcing electricity from our European neighbours, however, the
costs are higher and indeed quite volatile. For the month of June,
this added approximately US$11 a tonne to our C1 costs compared to
the previous month, meaning, we expect this to have a greater
impact for the remainder of the summer due to continued high
prices, until domestic nuclear power comes back on line in the
autumn."
Summary financial performance
US$ million (unless otherwise
stated)
|
|
|
|
|
|
|
Total pellet production
(kt)
|
3,297
|
1,967
|
+68%
|
1,878
|
+76%
|
3,845
|
Total sales volumes (pellets and
concentrate) (kt)
|
3,849
|
2,085
|
+85%
|
2,089
|
+84%
|
4,174
|
Average 62% Fe iron ore fines
price (US$/t)
|
117.3
|
118.3
|
-1%
|
121.4
|
-3%
|
119.9
|
Revenue
|
549
|
334
|
+64%
|
318
|
73%
|
652
|
C1 Cash Cost of production
(US$/t)
|
78.8
|
71.3
|
+11%
|
82.0
|
-4%
|
76.5
|
Underlying
EBITDAA
|
79
|
64
|
+24%
|
66
|
+20%
|
130
|
Diluted EPS (US cents)
|
9.26
|
4.54
|
+104%
|
-18.90
|
-149%
|
-14.41
|
Net cash flow from operating
activities
|
56
|
80
|
-30%
|
21
|
167%
|
101
|
Capital investment
|
55
|
58
|
-5%
|
43
|
28%
|
101
|
Closing Net Cash
|
112
|
131
|
-15%
|
108
|
4%
|
108
|
Note: The Group amended its definition of the Underlying
EBITDA. Further information is provided in the APM
section
Health, safety and wellbeing
·
The safety and wellbeing of the Group's workforce
is the highest priority, and the Group continues to take extensive
measures to protect its workforce, their families and local
communities.
·
During the first half, the Group reported an
LTIFR of 0.48, materially below the historic five-year trailing
average of 0.52. The Group is proud to report zero fatalities for
the period, and for 46 months in total.
Market
·
Following strong increases in the final months of
2023, the benchmark 62% grade iron ore price fell during the first
six months by 21%. Over the same period realised pellet premiums
also decreased.
·
Access to Ukrainian Black Sea ports enabled the
Group to export more volumes, including to customers in Far East
for the first time since the start of the full-scale invasion.
However, geopolitical disruption in the Middle East has added to
higher freight rates and risk premia.
Operations
·
During the first half of the year, the Group
variably operated two to three pelletiser lines depending on power
availability and customer demand.
·
Iron ore pellet and concentrate production
totalled 3,727 thousand tonnes in 1H 2024 comprising of 3,297
thousand tonnes of premium pellets, representing a 76% increase
compared to the previous six months and a 68% increase compared to
the same period in 2023, and 430 thousand tonnes of concentrate for
sale.
·
Focus on higher-grade iron ore production
continued during the first half, with all pellets and concentrates
grading 65% iron ore content or above. Production and sales of FDP
pellets also resumed.
·
Sales volumes totalled 3,849 thousand tonnes,
comprised of pellets and commercial concentrate. This represents an
84% increase compared to the previous six months to December 2023
and an 85% increase compared to the first six months of
2023.
·
The Group's C1 Costs increased to US$78.8 per
tonne in 1H 2024 due to higher electricity prices and resumed
mining activities offset by a small devaluation of the UAH in 1H
2024 and the effects from the more beneficial fixed cost absorption
due to higher production volume.
·
Continued capital investment in projects that can
deliver short-term efficiencies and savings, notably the press
filtration complex which is partly in operation, supporting
improvements in the physical strength and chemical quality of
higher-grade pellets.
·
The Group continues to receive adequate supplies
of key consumables, with Ukraine's reduced industrial output
resulting in lower overall demand.
Environment, social and governance
·
During the first half, the Company continued its
humanitarian and CSR efforts, supporting a range of projects and
initiatives including a focus on the support for
veterans.
·
Even during a time of war, the Group has not lost
sight of its ESG goals, publishing two significant
projects: a 'Life Cycle assessment' for its FDP
pellets and a 'Double Materiality assessment'.
·
Later in the year, the Group intends to release
its annual 'Responsible Business Report' for 2024, which will be
defined by the material topics identified in its the Double
Materiality Assessment, and an updated Climate Change report, which
will assess scenarios for the Group's carbon targets in light of
the war in Ukraine.
Corporate governance
On 23 May, Ferrexpo Plc held its
2024 Annual General Meeting (AGM), at which the majority of the
resolutions were passed. However, more than 50% of the independent
shareholder votes were cast against the re-election of one of the
Company's Independent Non-Executive Directors. Consequently,
Ferrexpo Plc announced that the Board intends to consult and engage
with shareholders to better understand the reasons behind these
votes and put the matter to a second vote of all shareholders
within 120 days of the AGM.
Principal legal issues and
provision
The Group recorded as at 31
December 2024 a provision in the amount of UAH4,727 million
(approximately US$124 million as at 31 December 2023) in respect of
a contested sureties claim made against the Group's major
subsidiary in Ukraine. As the legal proceedings in relation to this
claim have not yet been concluded at the time of approval of these
interim condensed consolidated financial statements, this provision
is still recognised in full as at 30 June 2024 (US$117 million as
at 30 June 2024). Additional information in
respect on the potential impact of this ongoing legal case
are provided in Note 2 Basis of preparation and
Note 19 Commitments, contingencies and legal disputes to these
interim condensed consolidated financial statements, as well as for
other ongoing legal proceedings.
In terms of an application to open
bankruptcy proceedings ("creditor protection proceedings") filed by
a supplier and related party to the Group in February 2024
against the Group's major subsidiary in
Ukraine for an amount of UAH4.6 million
(US$0.1 million as at 30 June 2024), the Group's subsidiary settled
this debt on 18 July 2024 and submitted all documents to the court
for consideration to avoid the possible opening of such creditor
protection proceedings. See Note 2 Basis of
preparation and Note 19 Commitments, contingencies and legal
disputes to these interim condensed consolidated financial
statements for further details.
For further information please
contact:
About Ferrexpo:
About Ferrexpo: Ferrexpo is a
Swiss headquartered iron ore company with assets in Ukraine and a
listing in the equity shares commercial companies category on the
London Stock Exchange (ticker FXPO) and a constituent of the FTSE
All-Share index. The Group produces high grade iron ore pellets,
which are a premium product for the global steel industry and
enable reduced carbon emissions and increased productivity for
steelmakers when converted into steel, compared to more commonly
traded forms of iron ore. Ferrexpo's operations have been supplying
the global steel industry for over 50 years. Before Russia's
full-scale invasion of Ukraine in February 2022, the Group was the
world's third largest exporter of pellets. The Group has a global
customer base comprising of premium steel mills around the world.
For further information, please visit www.ferrexpo.com.
Notes:
Please note that numbers may not
add up due to rounding. Items including C1 cash cost of production,
underlying EBITDA, net cash/(debt), capital investment and total
liquidity are Alternative Performance Measures ("APM") that are not
defined or specified under International Financial Reporting
Standards ("IFRSs"). These are marked with "A" and more information on these is
detailed below in this report.
Introduction
The war in Ukraine continues to
dominate Ferrexpo's workforce and activities. Today marks 888 days
since the full-scale invasion of Ukraine.
The effects of the war on our
business and our workforce cannot be understated. At the end of
June 2024, 693 of our colleagues were serving in the Armed Forces
of Ukraine. Tragically, as at the end of June 2024, 39 of our
colleagues have been killed serving in the Armed Forces since the
start of the full-scale invasion in February 2022. We honour the
memory of each of them. As at the end of June 2024, 132 colleagues
had been decommissioned from the Armed Forces, of whom 66 have
returned to work with the remainder included in our in-house
veteran rehabilitation programme.
It is important to recognise that
our workforce is operating in extremely challenging conditions.
Loved ones, friends and colleagues are serving in the Armed Forces,
whilst they are living and working under a constant threat of
attack. Missile and drone attacks and air raid alerts are a
constant in the Poltava region. Working patterns are frequently
interrupted because of the need to seek shelter, in addition to
load shedding which limits effective working hours, all putting
additional stress on members of our workforce.
As a business, we have shifted the
focus of our support. At the start of the war, we supported the
influx of internally displaced people fleeing from the
south-eastern regions of Ukraine, with shelter, food and medicines.
At present, we are focussed on supporting our colleagues that are
serving in the Armed Forces and our returning veterans. We are also
focused on supporting mental health and community-based initiatives
that bolster morale as the war prolongs.
The health and safety of our
workforce is paramount, as is the social contribution that we can
offer in our communities, and to Ukraine as a whole. Sustaining
employment in a safe manner for our 8,000 strong workforce means
that they, and the communities that depend on them, can better
weather the challenges of a prolonged war.
Since the full-scale invasion of
Ukraine in February 2022, Ferrexpo has significantly changed the
way it operates. The lack of access to Ukrainian Black Sea ports
until the end of last year forced us to pivot our sales towards
European customers via rail. Concurrently, the business was
right-sized to operate at lower production levels due to logistics
constraints. The business also had to adapt to constant new
challenges, including conscription, establishing alternative
procurement channels for important inputs and interruptions to
energy supplies. Rising to the challenges has resulted in a
business that is adaptive to change and flexible in how it can meet
its customers' needs. It is in itself a demonstration of resilience
that is testament to the hard work and determination of our
people.
Establishment of a maritime
corridor has allowed for the reopening of Ukraine's Black Sea ports
and exports of Ukrainian products. Ferrexpo once again demonstrated
its agility, by quickly restoring production and resuming seaborne
sales via the corridor. During the first half of 2024, the Group
successfully operated two or three out of four pelletising lines,
and increased total production of pellets and concentrates to 3.7
million tonnes, an 83% increase compared to the previous six months
and a 75% increase compared to same period last year.
Sales volumes totalled 3.8 million
tonnes, comprised of pellets and commercial concentrates. This
represents an 84% increase compared to the previous six months to
December 2023 and an 85% increase compared to the first six months
to June 2023. In total, 18 vessels were loaded with Ferrexpo
cargoes from Ukrainian ports during the period under review. Of
total sales, 80% were to European customers (seaborne, rail and
barge) and for the first time since the start of the full-scale
invasion of Ukraine, the balance to customers in Asia and MENA. The
Group also produced and sold Direct Reduction pellets ("FDP")
during the period.
The increase in sales volumes
albeit at lower realised prices due to the iron ore index falling
21% over the period, resulted in revenue increasing to US$549
million for the period, a 73% increase compared to the previous six
months and a 64% increase compared to the same period last year.
Higher unit costs due to elevated seaborne freight rates, risk
premiums and electricity prices resulted in costs increasing during
the period, which is reflected in lower margins and an Underlying
EBITDA, which totalled US$79 million.
For a detailed review of iron ore markets, please see the
section 'Sales and Marketing Review' below and for the Group
financials, please see the 'Financial Review'
section.
Outlook
Currently, the outlook for the
second half of 2024 is premised on sustaining the restored
production levels achieved during the first half, provided that
seaborne exports continue to be safe and viable in an environment
where iron ore prices are subdued and costs under pressure. The
Group continues to demonstrate resilience, as it manages the many
challenges to keep producing, exporting and supporting its
workforce and communities.
Shareholder returns
The Group has long maintained a
policy of investing in the future growth of the business alongside
providing shareholder returns and maintaining a prudent cash
position. As disclosed in the 2023 Annual Report and Accounts, the
Board of Directors decided not to proceed with the interim dividend
of 3.3 US cents per ordinary share, which was announced on 18
January 2024 and due to be paid to shareholders on 23 February
2024, as a result of the unexpected court decision in the contested
sureties claim against one of the Group's Ukrainian subsidiaries.
The Board will continue to assess the Group's ability to provide
shareholder returns in the form of dividends or share buy backs,
however, due to the ongoing risks associated with operating in
Ukraine at the present time, the Board of Directors have elected
not to declare an interim dividend for 2024 at this time, also
considering the ongoing legal disputes in Ukraine, which might
affect the Group's ability to continue as a going concern as
disclosed in Note 2
Basis of preparation and Note 19 Commitments, contingencies and
legal disputes to these interim condensed consolidated financial
statements.
Sales and Marketing Review
Iron ore supply, demand and prices
Following a strong rally in
December 2023 on expectations of restocking in China, iron ore
prices started 2024 at relatively high levels. Optimism, however,
was not sustained as Chinese mills broke from the usual restocking
patterns and adapted to operating with lower inventories. This
resulted in prices subsequently falling throughout much of the
first quarter of 2024.
Iron ore prices (US$/t)
The early part of the second
quarter of 2024 saw some recovery as China moved into its seasonal
peak construction period and margins on steel products saw some
support. However, once again, the rally failed to sustain, this
time largely attributed to strong iron ore exports from Australia
and Brazil and a build-up of inventories at Chinese ports and on
the water.
Global iron ore supply for the
remainder of 2024 is forecast to be strong as Australia and Brazil
increase production. From a demand perspective, the low-inventory
model adopted by Chinese mills, and limited desire to chase
productivity even in a low margin steel environment, means
expectations are that iron ore prices will remain
subdued.
Pellet premiums
Pellet premiums during the first
half were affected by two distinct market dynamics. First, supply
disruptions, notably from North Europe due to operational issues
and ongoing war-related disruptions from Ukraine and Russia. These
suppliers traditionally delivered to steel mills in the Atlantic
markets, and therefore pellet supply was tight in these regions,
resulting in firm premiums. In contrast, soft steel margins and a
stable supply of iron ore pellets in Asia resulted in pellet
premiums remaining low in these markets. This pattern is forecast
to continue for the remainder of 2024.
Customer development
With access to Ukrainian Black Sea
ports restored, the Group was able to expand its seaborne sales,
particularly to customers in Asia.
During the period, the Group also
restarted production and sales of its high-grade FDP pellets.
Quality improvement projects implemented at site, such as the press
filtration facility partly in operation and the coating facility
have improved the pellet physical strength and chemical
quality.
These efforts, along with
increased support of the market development in the regions focusing
on the direct reduction steelmaking route, have enabled Ferrexpo to
secure a position as a suitable supplier for a steelmaking sector
targeting the decrease of carbon emissions. During the first half,
several Memorandum of Understandings ("MoU") were agreed upon to
explore green steel initiatives with leading steel producers and
equipment manufacturers around the world, including the announced
MoU with Salzgitter.
Freight
The C3 freight rate (Capesize
freight rate from Brazil to China), is used as a reference in the
pricing of the Group's sales. C3 rates in 1H 2024 were relatively
high at US$26 per tonne (2H 2023: US$23 per tonne and 1H 2023:
US$20 per tonne), due to stronger than expected demand as a result
of unseasonably dry weather.
Seaborne exports via Ukrainian
Black Sea ports increased significantly due to the establishment of
a temporary maritime export corridor. Encouragingly, more
shipowners are showing interest in returning to the Black Sea,
which could see future cost benefits for the Group's seaborne
exports.
FINANCIAL REVIEW
Maintaining stable net cash despite war related restrictions,
with continued capital investment.
Summary
With the reopening of Ukrainian
Black Sea ports (please see Sales and Marketing Review for more
detail), Group revenues increased by 64% to US$549 million mainly
due to an 85% increase in sales volumes, though partially offset by
a 15% fall in realised prices compared to the same period in 2023.
The Group's C1 cash cost of production ("C1 costs") increased to
US$78.8 per tonne in the first half of 2024, compared to US$71.3
per tonne in the same period in 2023. The positive effects from the
higher production and the devaluation of the local currency were
offset by higher prices for some input materials, mainly for
electricity. The prices for electricity in Ukraine rose sharply in
June 2024, mainly due to the attacks on power generation and
transmission infrastructure requiring the import of up to 80% of
total electricity consumption requirements from neighbouring
countries.
As a result, the Group's
Underlying EBITDA increased by 24% to US$79 million, largely due to
the higher volume driven revenue generation. The net profit for the
period was US$55 million, compared with US$27 million in the first
half of 2023. The Group continued to make capital investments,
totalling US$55 million during the first six months (1H 2023: US$58
million), comprising both sustaining and development
projects.
Key performance indicators
US$ million (unless stated
otherwise)
|
|
|
|
|
Total pellet production
(kt)
|
3,297
|
1,967
|
+68%
|
3,845
|
Total sales volume (pellets and
concentrate) (kt)
|
3,849
|
2,085
|
+85%
|
4,174
|
Revenue
|
549
|
334
|
+64%
|
652
|
Average C1 cash costs of
productionA (US$/t)
|
78.8
|
71.3
|
+11%
|
76.5
|
Underlying
EBITDAA
|
79
|
64
|
+24%
|
130
|
Underlying EBITDA
marginA
|
14.4%
|
19.2%
|
-25%
|
20%
|
Capital
investmentA
|
55
|
58
|
-5%
|
101
|
Closing net cash
|
112
|
131
|
-15%
|
108
|
Note: The Group amended its definition of the Underlying
EBITDA. Further information is provided in the APM
section
Revenue
Group revenue increased by 64% to
US$549 million in the first half of 2024, compared to US$334
million in the same period in 2023, mainly due to the resumption of
exports from Ukrainian Black Sea ports. It is important to note,
that at the present time shipping costs from Ukrainian Black Sea
ports are higher than before the full-scale invasion of Ukraine in
February 2022. The sales volume was 85% higher at 3.8 million
tonnes in the first half of 2024, compared to 2.1 million tonnes in
the same period in 2023.
After a strong start to 2024, the
iron ore index price in March averaged approximately 18% below the
one in January. Index prices remained stable in April and recovered
in May by approximately 8% before dropping in June again to the
average index price in April. Despite this volatility in 1H 2024,
the index prices averaged at a similar level as those in the first
half of 2023. The positive effect from the higher sales volume was
partially offset by the lower realised prices than in 2023. Whilst
the average benchmark iron ore price (65% Fe) remained stable, the
price decline is attributed to lower overall pellet premiums due to
weaker demand for iron ore products, particularly in China.
Furthermore, higher rates for international freight during the
first half of 2024 had a negative impact on the Group's realised
net back prices for sales under the International Commercial Terms
Free on Board, compared to the same period in 2023.
Iron ore prices
US$ per tonne
|
|
|
|
|
|
Average 62% Fe iron ore fines
price
|
117.3
|
118.3
|
-1%
|
119.9
|
-2%
|
Average 65% Fe iron ore fines
price
|
130.7
|
132.1
|
-1%
|
132.1
|
-1%
|
Average 62%/65% spread
|
13.3
|
13.8
|
-4%
|
12.1
|
+10%
|
Source: Platts
Since the beginning of the
full-scale invasion, the Group's export routes have predominantly
involved either the railing of products direct to European
customers, or the railing of iron ore pellets to the Group's
barging subsidiary on the River Danube for delivery to specific
customers in Europe, or by barge to other non-Ukrainian Black Sea
ports, for onward sale by ship. In January 2024, the Group resumed
its shipping operations from Ukrainian Black Sea ports, which
provided more capacity and flexibility than previously. This also
had a positive effect on the Group's cash conversion cycle due to
shorter logistics distances and times. Of the total sales volume
during the first half of 2024, 1.8 million tonnes were shipped
through Ukrainian Black Sea ports (1H 2023: nil) of a total of 2.1
million tonnes of seaborne sales (1H 2023: 0.49 million
tonnes).
The Russian attacks on power
generation and transmission facilities in Ukraine in the first half
of 2024 resulted in country-wide power supply constraints, and
there is a risk that the situation could worsen in the second half
of 2024, potentially affecting the Group's production and sales
volumes.
Cost of sales and C1 Cash Cost of
productionA
The Group's cost of sales in the
first half of 2024 totalled US$314 million, up 74% compared to
US$182 million in the same period in 2023. This increase is mainly
due to a 73% increase in production to 3.7 million tonnes, compared
to 2.1 million tonnes in the comparative period in 2023. The
Group's current production volume continues to align with the
available logistics capacity. As a result, sales from Ukrainian
Black Sea ports had a positive effect on the Group's sales and
therefore production volumes.
In addition, the Group's
production volume is also dependent on the constant power supply in
Ukraine, which was affected in the first half of 2024 by Russian
attacks on domestic power generation and transmission
infrastructure. As a result of these attacks resulting in
restrictions of power supply, prices rose by approximately 24% and
64% in May and June 2024, compared to the same months in 2023. On
the other hand, the Group benefited from lower prices for natural
gas and diesel fuel compared to the same period in 2023, although
the effect from the lower prices for diesel fuel was offset by a
higher consumption as a result of the ramp up of the mining
operation to secure the access to the ore in future
periods.
C1 costs during the first half of
2024 increased to US$78.8 per tonne, compared to US$71.3 per tonne
in the same period in 2023. The positive effects from the higher
production on the fixed cost absorption per tonne of iron ore
pellets produced and the devaluation of the local currency were
tempered by higher electricity prices. The higher production costs
were also influenced by the increased mining activities, as well as
repair and maintenance programme for the key equipment used in
current operations.
The main C1 costs drivers are the
prices for electricity, natural gas and diesel fuel in Ukraine,
being outside of the Group's control, which collectively
represented 45% of the Group's total C1 costs during the period,
compared to 48% in the same period in 2023. Whilst the proportion
of the electricity remained relatively stable despite higher
prices, and natural gas benefited from the better fixed cost
absorption due to the higher production volume, the proportion of
diesel fuel increased marginally, despite lower prices, due to the
higher consumption as mining activities ramped up.
The average electricity price in
Ukraine increased in the first half of 2024 by 20% in US dollar
terms, peaking at US$177 per megawatt-hour ("MWh") in June 2024,
compared to an average of US$95 per MWh in the same period in 2023.
The average Brent price for oil and the average price for natural
gas, both in US dollar terms, were 4% higher and 23% lower in the
first half of 2024 than in the same period in 2023. As a result of
the significantly higher production and the ramp up of the Group's
mining operations in the first half of 2024, the consumption of
electricity, natural gas and diesel fuel increased by 34%, 72% and
95% respectively, compared to the same period in 2023.
Another important component of the
Group's C1 costs that is outside of the Group's control is
royalties, which accrue and are paid based on a tiered system.
Based on this regime, royalties are calculated based on the
benchmark index price for a medium-grade (62% Fe) iron ore fines
price and computed based on the cost of different iron ore
products. The rate depends on the benchmark index price for 62% Fe
fines and is 3.5%, 5.0% or 10%. The royalty expense totalled US$20
million in the first half of 2024, compared to US$13 million in the
same period in 2023, driven by the higher production
volume.
The Group operating costs
denominated in Ukrainian hryvnia ("UAH") account generally for
approximately two thirds of the Group's C1 costs. However, it is
expected that the necessary electricity imports will temporarily
reduce this share of UAH denominated operating costs. Consequently,
changes to the US dollar rate can have a significant impact on the
Group's operating costs, including the C1 costs. The UAH
depreciated in the first half of 2024 by 7%, from 37.982 to 40.537
to the US dollar as of 30 June 2024, resulting in a positive effect
on the Group's C1 costs.
In line with previous years, the
Group's C1 costs represent the cash cost of the production of iron
pellets from own ore ('to the mine gate'), divided by production
volume from own ore. This excludes non-cash costs such as
depreciation, pension costs and inventory movements, as well as the
costs of purchased ore, concentrate and gravel. The C1 cash cost of
production (US dollars per tonne) is regarded as an Alternative
Performance Measure ("APM").
The table below shows the
breakdown and change in the composition of the Group's C1 costs,
with energy-related costs (electricity, natural gas and sunflower
husks and fuel (including diesel) accounting for the largest share
at 45% of the total C1 costs, compared to 48% in the first half of
2023.
Breakdown of C1 cash cost of production
|
|
|
|
|
|
Electricity
|
27%
|
31%
|
-4%
|
32%
|
-5%
|
Natural gas and sunflower
husks
|
7%
|
10%
|
-3%
|
9%
|
-2%
|
Fuel (including diesel)
|
11%
|
7%
|
4%
|
7%
|
4%
|
Materials
|
13%
|
7%
|
6%
|
8%
|
5%
|
Personnel
|
9%
|
12%
|
-3%
|
11%
|
-2%
|
Maintenance and repairs
|
17%
|
14%
|
3%
|
16%
|
1%
|
Grinding media
|
6%
|
7%
|
-1%
|
6%
|
-
|
Royalties
|
8%
|
10%
|
-2%
|
9%
|
-1%
|
Explosives
|
2%
|
2%
|
-
|
2%
|
-
|
Selling and distribution costs
Total selling and distribution
costs increased to US$148 million in the first half of 2024,
compared to US$74 million in the same period in 2023. The seaborne
logistics routes are generally the lowest cost and most efficient
way for delivering the Group's products to its customers. The
increase of the Group's selling and distribution costs mainly
reflects the resumption of seaborne sales from Ukrainian Black Sea
ports, supporting the sales volume of the Group in the first half
of 2024.
As a result, the seaborne sales
volume increased by 1.7 million tonnes to 2.1 million tonnes in the
first half of 2024, compared to 0.4 million tonnes in the same
period in 2023. In addition to the effect from the higher volume of
seaborne sales, the Group's selling and distribution costs were
also affected by inflated costs for shipments from the Ukrainian
Black Sea ports, with actual freight costs exceeding freight index
prices due to the increased risks for ship owners and insurance
companies. The average C3 freight index during the first half of
2024 was approximately 32% higher than in the same period in 2023.
During the comparative period in 2023, the Group's international
freight costs were affected by the export of some of the Group's
products through third country ports with services provided by
alternative logistics providers and port operators at higher costs.
Vessel charter rates for shipments from Ukrainian Black Sea ports
remain relatively high, in addition to premiums for required war
risk covers in the Ukrainian Black Sea area, but also in the Red
Sea area for shipments to customers in MENA and Asia. The Group
spent US$6 million for war risk covers during the first half of
2024 (1H 2023: nil).
The average of the relevant
applicable rail tariffs during the first half of 2024 were 15%
lower in US dollar terms than in the comparative period in 2023.
Whereas the tariffs remained largely unchanged in the local
currency, the rates in US dollar terms benefited from depreciation
of the local currency during the first half of 2024, but also by
the opening of the Ukrainian Black Sea ports, which led to shorter
railway transport routes. The two positive effects were partially
offset by temporarily reduced access to a portion of the Group's
own rail wagons due to ongoing legal disputes, which required the
substitution of third-party rolling stock at marginally higher
costs.
General and administrative expenses
General and administrative
expenses remained relatively stable at US$32 million. Continued
positive effects from cost management and saving initiatives have
been offset by higher legal costs relating to the Group's ongoing
legal disputes. See Note 19 Commitments, contingencies and legal
disputes to these interim condensed consolidated financial
statements for further information on the ongoing legal challenges
and disputes of the Group in Ukraine.
Other operating expenses
Other operating expenses were
US$14 million in the first half of 2024, compared to US$15 million
in the same period in 2023. The largest positions included in other
operating expenses relate to the Group's charitable donations of
US$4 million (1H 2023: US$2 million) and changes of the allowance
for doubtful debts based on the expected credit loss model of US$4
million (1H 2023: US$3 million).
Currency
The Group prepares its
consolidated financial statements in US dollars and the functional
currency of the Group's operations in Ukraine is the Ukrainian
hryvnia ("UAH"). In the past, approximately two thirds of the
Group's operating costs were denominated in local currency and are
subject to change of the Ukrainian hryvnia to the US dollar. It is
however expected that the necessary electricity imports will
temporarily reduce this share of UAH denominated operating
costs.
The UAH depreciated from UAH37.982
per US dollar to UAH40.537 as at 30 June 2024 resulting in an
average exchange rate of UAH39.009 in the first half of 2024,
compared to UAH36.569 in the comparative period in 2023 (+7%), when
the local currency was pegged to the US dollar by the National Bank
of Ukraine ("NBU").
The Martial Law regime in Ukraine
continued throughout the first half of 2024 and is currently
extended until 11 August 2024. Despite the partial relaxation of
Ukrainian hryvnia controls in May 2024 around the regulatory
framework specific to foreign currency transactions, intercompany
settlements and transfers offshore for international Groups, the
NBU maintains tight capital controls in Ukraine. As a result, the
current regulation continues to significantly limit the possibility
to convert balances in Ukraine from local currency into US dollars,
and the subsequent ability to transfer US dollars to the offshore
accounts of the Group.
A devaluation of the local
currency has generally a positive effect on the Group's production
costs and results in foreign exchange gains on the US dollar
denominated receivable balances of the Group's Ukrainian
subsidiaries.
For further information, see sections titled C1 Cash Cost of
productionA.
Ukrainian hryvnia to US dollar
|
|
|
|
|
|
UAH to US$
|
41.098
|
37.982
|
40.537
|
39.009
|
36.569
|
Source: National Bank of Ukraine
Operating and non-operating foreign exchange
gains/losses
The Group's total net foreign
exchange gains, including operating and non-operating gains and
losses, totalled US$30 million in 1H 2024, compared to net foreign
exchange gains of US$3 million in the comparative period in
2023.
As the functional currency of the
Ukrainian subsidiaries is the Ukrainian hryvnia, a depreciation of
the Ukrainian hryvnia against the US dollar results in foreign
exchange gains on the Group's Ukrainian subsidiaries' US dollar
denominated receivable balances from the sale of
pellets.
Underlying EBITDA
The Group's Underlying EBITDA was
positively affected by the higher sales volumes in the first half
of 2024, compared to the same period in 2023. As a result, the
Underlying EBITDA increased by 24% to US$79 million (1H 2023: US$64
million). Historically and in agreement with the Group's definition
of the Underlying EBITDA at that time, the Group's Underlying
EBITDA included operating foreign exchange gains and losses, which
could be material depending on the devaluation of the Ukrainian
hryvnia compared to the US dollar.
During the period ended 30 June
2024, the Group amended its definition of the Underlying EBITDA by
excluding the operating foreign exchange gains and losses. The
Underlying EBITDA as at the end of the comparative period ended 30
June 2023 is not affected by the change of the
definition.
For further information on the Group's performance in the
first half of 2024, see section titled "Revenue" and "C1 Cash Cost
of productionA". Further information on the change of
the Group's definition of the Underlying EBITDA is provided in the
Alternative Performance Measures ("APMs") section at the end of
this report.
Net finance income/expenses
Offsetting finance income and
finance expense of US$2 million during the first half of 2024,
compared to a net finance expense of US$1 million in the
comparative period in 2023. The Group's finance expenses decreased
to US$2 million, compared to US$3 million in the comparative period
in 2023. Most of the finance expense is related to the calculated
interest on the Group's pension scheme, without any effects of cash
outflows, and to bank charges. Except for lease liabilities, the
Group does not have any outstanding interest-bearing loans and
borrowings and, as a result, no interest expenses incurred on such
finance facilities.
The finance income results from
investments of available funds in deposits and remained stable at
US$2 million.
Further details on finance expense are disclosed in Note 7
Net finance expense to these interim condensed consolidated
financial statements.
Income tax
The income tax expense for the
first half of 2024 increased to US$20 million, compared to US$8
million for the same period in 2023, because of a higher profit
before tax. The profit before tax during the period ended 30 June
2024 benefited from the 85% increase in sales volume, which was
partially offset by lower realised prices than in the same period
in 2023. The expected weighted average tax rate computed for the
full year 2024 based on the expected profit split is 23.7%,
compared to the rate of 16% that was assumed for the first half of
2023. The increase of the expected tax rate for 2024 is mostly
attributed to the 'BEPS Pillar Two' legislation that was
implemented in Switzerland with effect from 1 January 2024, and the
new corporate profit tax regime in the U.A.E. The effective tax
rate for the first half of 2024 is 26.7%, compared to 23.8% for the
same period in 2023. The effective tax rate of the Group is subject
to effects from expenses not tax deductible in certain
jurisdictions, mainly Ukraine, allowances on recognised deferred
taxes in Ukraine and from the recognition or release of the
provisions related to previous financial years. The effective tax
rate of the financial year 2023, before the effect of the
recognised provisions for legal disputes in Ukraine in the amount
of US$131 million in the consolidated income statement, was 26.1%.
This provision recognised as at 31 December 2023 is not
tax-deductible in Ukraine and no deferred tax asset was
recognised.
In the first half of 2024, the
income tax paid by the Group totalled US$13 million, compared to
US$7 million during the same period in 2023, of which US$10 million
was paid in Ukraine.
The Group operates across a number
of jurisdictions and its effective tax rate is subject to various
factors outside of the Group's control. This includes the
volatility in the global iron ore pellet market and foreign
exchange rate movements, primarily between the Ukrainian hryvnia
and the US dollar.
The Group's two main subsidiaries
in Ukraine received in the second half of 2023 claims totalling
UAH2,421 million (US$60 million as at 30 June 2024) in relation to
cross-border transactions for iron ore products between the two
Ukrainian subsidiaries of the Group and two subsidiaries of the
Group outside of Ukraine during the financial years 2015 to 2017.
Both subsidiaries filed the objections against the potential claims
stated in the tax audit reports received and the Group will
continue to defend its methodology applied to determine the prices
between its subsidiaries in the Ukrainian courts. No specific
provisions have been recorded as at 30 June 2024, neither for the
claims received nor for any subsequent years, which might also be
material.
Further details on taxation are disclosed in Note 8 Taxation
to these interim condensed consolidated
financial statements in respect of the
application of tax legislation in the jurisdictions the Group
operates and the critical judgements to be made by the
management.
Items excluded from underlying earnings
There are no significant items
excluded from the Group's underlying earnings as at 30 June 2024,
whereas the earnings for the financial years 2023 and 2022 were
subject to significant adjustments. The Group's Underlying EBITDA
for the financial year 2023 was adjusted for the effect from the
recognition of provisions for ongoing legal proceedings in Ukraine
totalling US$128 million. Considering the magnitude of one specific
claim in respect of contested sureties and the risks associated
with the judicial system in Ukraine, a full provision in the amount
of US$124 million was recorded as at 31 December 2023 for this
claim. As the legal proceedings in relation to this claim have not
yet been concluded at the time of approval of these interim
condensed consolidated financial statements, this provision is
still recognised in full as at 30 June 2024 with no effects on the
Group's underlying earnings.
Furthermore, the Group's
Underlying EBITDA for the financial year 2022 was adjusted for the
effect from the recognition of an impairment loss of US$254 million
because of the reduction in the carrying value of the Group's
non-current operating assets in Ukraine due to the lower cash flow
generation caused by the war. The impairment test performed as at
30 June 2024 did not result in an additional impairment loss or a
partial or full reversal of the recorded impairment
loss.
During the period ended 30 June
2024, the Group amended its definition of the Underlying EBITDA. As
a result of this amendment, the operating foreign exchange gains
and losses are no longer included in the Underlying EBITDA as it
better reflects the Group's ability to generate cash and to
evaluate its operating performance.
For more information, please see Note 10 Property, plant and
equipment and Note 19 Commitments, contingencies and legal disputes
to these interim condensed consolidated financial statements.
Further information on the change of the Group's definition of the
Underlying EBITDA is provided in in the Alternative Performance
Measures ("APMs") section in this report.
Profit for the period
The Group's profit for the first
half of 2024 increased to US$55 million, compared to US$27 million
in the comparative period in 2023, primarily reflecting the higher
sales volume, partially offset by lower realised prices. However,
the result of the Group is still affected by the ongoing war in
Ukraine, mainly due to higher costs for required logistic network
and power supply restrictions because of recent Russian attacks on
power generation and distribution facilities in Ukraine.
For further information, see sections titled "Revenue", "C1
Cash Cost of productionA" and "Underlying EBITDA"
above.
Cash flows and net cashA
Operating cash flow before changes
in working capital increased by 22% to US$82 million in the first
half of 2024, compared to US$67 million in the same period in 2023.
The increase is driven by the 85% higher sales volume of 3.8
million tonnes, compared to 2.1 million tonnes in the same period
in 2023. Working capital outflow of US$12 million to 30 June 2024,
compared to an inflow of US$21 million in the same period in 2023.
The outflow during the reporting period largely reflects the
increase of the trade and other receivables and inventories whereas
there is an offsetting effect from higher trade payables and the
increase of the outstanding VAT balances. The working capital
inflow during the comparative period in 2023 mainly benefited from
the collection of outstanding VAT balances from the financial year
2022.
The net cash flow from operating
activities in the first half of 2024 totalled US$56 million,
compared to US$80 million in the same period in 2023. As mentioned
above, the cash flow generation in the comparative period in 2023
benefited from the collection of outstanding VAT balances from the
previous financial year. The Group continued to invest in its
operations in Ukraine despite the challenging situation in the
country, with capital investments in the amount of US$55 million in
the first half of 2024, compared to US$58 million in the same
period in 2023. As at the date of today's announcement, the Board
has not proposed an interim dividend for the financial year
2024.
The Group maintained the balance
of cash and cash equivalents at US$115 million as at 30 June 2024,
compared to US$115 million as at the beginning of the year, with a
total balance of US$6 million held in Ukraine (1H 2023: US$15
million). Following the adoption of Martial Law in Ukraine, the NBU
has introduced significant currency and capital control
restrictions in Ukraine, which were relaxed from May 2024 onwards,
allowing certain foreign currency transactions within limits
established by the NBU.
The Group continues to protect its
net cashA position and balancing operational and
financial targets. As a result of this continued prudent approach,
the Group managed to maintain its net cashA position at
US$112 million as at 30 June 2024, compared to US$108 million as at
the beginning of the year, despite the difficult environment in
which the Group has been operating since the beginning of the war.
The Group does not have any committed debt facilities or
uncommitted trade finance facilities as at 30 June 2024. The minor
debt positions relate to finance lease arrangements, resulting in a
gross debt balance of US$4 million as at 30 June 2024, compared to
US$7 million as at 31 December 2023.
It is the Group's intention to
maintain a robust balance sheet whilst continuing to invest, as the
current cash flow generation allows.
For further information on the ongoing legal disputes in
Ukraine see Note 19 Commitments, contingencies and legal disputes
to these interim condensed consolidated financial
statements.
Capital investmentA
Capital expenditure in the first
half of 2024 totalled US$55 million compared to US$58 million in
the same period in 2023. Of the total amount spent in the first
half of 2024, sustaining and modernisation capital expenditure
totalled US$19 million (1H 2023: US$27 million), covering the
activities at all the Group's major business units, and investments
in strategic development projects totalled US$36 million (1H 2023:
US$31 million).
The level of the Group's current
capital expenditures is also dependent on operational and logistics
constraints because of the ongoing war in Ukraine. Taking also into
account the Group's cash flow generation and the market outlook for
the remainder of 2024, the Group reconsidered the level of its
investments in sustaining capital expenditure projects, by
reviewing and optimising the level and timing of its repair
activities.
Considering the currently existing
constraints in Ukraine, the Group reconsidered the timing of
investments in its strategic development projects, particularly
with projects that are expected to deliver returns over the medium
to long term.
As such, investments made in major
projects in the first half of 2024 include US$17 million spent on
the enhancement of the Group's press filtration complex (1H 2023:
US$7 million), which will help raise pelletising capacity in the
near term once operations return to full capacity and further
enhance quality of pellets produced. Furthermore, the Group
continued to invest US$10 million in the concentrator and
pelletiser projects (1H 2023: US$9 million) as part of the Wave 1
Expansion Programme and US$2 million spent on stripping activities
for future production growth (1H 2023: US$17 million). Further
expenditures of US$1 million relate to the development and
exploration of the Belanovo deposit (1H 2023: US$2 million) and
US$1 million in a hydrolysis plant (1H 2023: US$1 million) for the
trial of hydrogen use as a fuel in the Group's
pelletiser.
Related party transactions
The Group enters into arm's length
transactions with entities under the common control of the Group's
controlling shareholder and his associates. All these transactions
are considered to be in the ordinary course of business.
During the first half of 2024, the
Group made bail payments totalling US$1.3 million (1H 2023: US$0.5
million; FY 2023: US$15.0m) on behalf of a senior manager of one of
the Group's subsidiaries in Ukraine in respect of various legal
actions and ongoing court proceedings initiated by certain
governmental bodies against the Group's subsidiaries and members of
the senior management in Ukraine. See also below under Contingent
liabilities and legal disputes for further details.
Further information on related party transactions is
disclosed in Note 21 Related party disclosure to these interim
condensed consolidated financial statements.
Contingent liabilities and legal disputes
The Group is exposed to risks
associated with operating in a developing economy during a time of
war and the current circumstances facing the Group's controlling
shareholder. As a result, the Group is subject to various legal
actions and ongoing court proceedings initiated by different
government agencies in Ukraine. There is a risk that the
independence of the judicial system and its immunity from economic
and political influences in Ukraine is not upheld, consequently
Ukrainian legislation might be inconsistently applied to resolve
the same or similar disputes. As a result, the Group is exposed to
a number of higher risk areas than those typically expected in a
developed economy, which require a significant portion of critical
judgements to be made by the management.
As previously announced, the
Group's main Ukrainian subsidiary is subject to an ongoing legal
dispute in Ukraine relating to contested sureties. The Group
has made an appeal to the Supreme Court of Ukraine in respect of
such claim, and as at the date of approval of these interim
condensed consolidated financial statements the date of the next
hearing of the Supreme Court is unknown. In respect of the
contested sureties claim, if the final Supreme Court ruling is not
in favour of Ferrexpo Poltava Mining ("FPM") (or if the current
suspension on enforcement action is otherwise lifted before a final
decision of the Supreme Court),the claimant may take steps to
appoint either a state or a private bailiff and request the
commencement of the enforcement procedures, which could have a
material negative impact on the Group's business activities and its
ability to continue as a going concern, as the assets of FPM could
be seized or subject to a forced sale.
In addition to the afore-mentioned
claim, a supplier and related party to the Group filed by an
application to open bankruptcy proceedings ("creditor protection
proceedings") against the Group's major subsidiary in
Ukraine for an amount of UAH4.6 million
(US$0.1 million as at 30 June 2024). On 18
July 2024, the Group's subsidiary settled the outstanding debt to
the supplier and submitted all documents to the court for
consideration to avoid the possible opening of such creditor
protection proceedings.
Considering the magnitude of the
contested sureties claim and the risks associated with the judicial
system in Ukraine, the Group recorded a full provision in the
amount of UAH4,727 million (US$124 million as at 31 December 2023)
for this claim as at the end of the financial year 2023. As the
legal proceedings in relation to this claim have not yet been
concluded at the time of approval of these interim condensed
consolidated financial statements, this provision is still
recognised in full as at 30 June 2024 (US$117 million as at the
exchange rate as at 30 June 2024).
See Note 2 Basis of preparation and Note 19 Commitments,
contingencies and legal disputes to these interim condensed
consolidated financial statements.
Going concern
As at the date of the approval of
these interim condensed consolidated financial statements, the war
in Ukraine is still ongoing and continues to pose a significant
threat to the Group's mining, processing and logistics operations
within Ukraine. As a result, a material uncertainty remains as some
of the uncertainties remain outside of the Group management's
control, with the duration and the impact of the war still unable
to be predicted at this point of time.
In addition to the war-related
material uncertainty, the Group is also exposed to the risks
associated with operating in a developing economy, which may or may
not be exacerbated by the war and/or the current circumstances
facing the Group's controlling shareholder. As a result, the Group
is exposed to several risk areas that are heightened compared to
those expected in a developed economy, such as an environment of
political, fiscal and legal uncertainties, which represents another
material uncertainty as at the approval of these interim condensed
consolidated financial statements.
See Note 2 Basis of preparation to these interim condensed
consolidated financial statements for further
information.
Operational review
Health and safety
Despite the ongoing war in
Ukraine, Ferrexpo continues to maintain its good safety record,
with zero fatalities for the last 46 months. The Group recorded a
6-month lost time injury frequency rate ("LTIFR") of 0.48, higher
than the average 0.32 for 2023 due to two lost time injuries at the
Group's barging subsidiary First-DDSG Logistics Holding GmbH in
June 2024.
Group and subsidiary six-month LTIFR
|
|
|
|
|
FPM
|
0.34
|
0.34
|
0.26
|
0.18
|
FYM
|
0
|
0.66
|
0.34
|
0
|
FBM
|
0
|
0
|
0
|
0
|
Ukraine
|
0.26
|
0.40
|
0.27
|
0.14
|
First-DDSG
|
3.87
|
-
|
0.88
|
1.80
|
Group
|
0.48
|
0.37
|
0.32
|
0.26
|
The Group has maintained a low
incidence of safety incidents due to multi-year projects
implementing a strong safety culture at its operations, including
workforce engagement, safety training and regular monitoring of
leading and lagging safety indicators. This comprehensive approach
has resulted in a safety performance below the historic five year
trailing average LTIFR of 0.52.
Pellet production and pellet quality
During the first six months of
2024, the Group has successfully operated three out of four
pelletiser lines, on a one, two or three at a time basis. The Group
announced its production for the first half of 2024 in its second
quarter 2024 production report on 8 July 2024. Total commercial
production for the period was 3,727,306 tonnes, comprising
concentrate production of 429,865 tonnes and pellet production of
3,297,441 tonnes, of which FDP accounted for 162,645
tonnes.
The Group has continued to focus
on high-grade production, with 100% of production in the period
being with an iron ore content of 65% or above. Production of FDP
pellets also restarted during the first six months of 2024, the
first time since the full-scale invasion.
Iron ore production
|
|
|
|
|
|
|
Direct Reduction Pellets ("FDP")
|
67%
|
162,645
|
-
|
-
|
-
|
-
|
Premium Pellets
|
65%
|
2,836,331
|
1,828,481
|
+55%
|
1,966,933
|
+44%
|
Other Pellets
|
65%
|
298,465
|
49,911
|
+498%
|
|
-
|
Total pellet production
|
|
3,297,441
|
1,878,392
|
+76%
|
1,966,933
|
+68%
|
Concentrate production (for
sale)
|
67%
|
429,865
|
158,594
|
+171%
|
160,000
|
+169%
|
Total commercial production
|
|
3,727,306
|
2,036,986
|
+83%
|
2,126,933
|
+75%
|
Exploration projects
The Group has invested in licences
for exploration-stage projects contiguous to the north of
Ferrexpo's established operations, along strike from the main
orebody. Due to the war, current efforts are desk-based, with the
intention to resume field work and drilling in the
future.
Capital investment during 1H 2024
While certain capital expenditure
plans have been suspended to conserve cash, the Group continues to
invest in programmes that can deliver shorter-term efficiency and
productivity benefits. For example, in the first half of 2024, the
Group installed and started the commissioning of the second stage
of its modern press filtration technology at the Pellets Production
Workshop at FPM. Manufactured by Metso Corporation, this technology
lowers the moisture content in the iron ore concentrate before
pellet beneficiation, thereby significantly improving the quality
of iron ore pellets by strengthening finished products. The
technology also helps to reduce the consumption of natural gas in
the process furnace, where raw pellets are heated and dried until
they solidify. By optimising gas consumption, the technology allows
Ferrexpo to save costs and further reduce Scope 1
emissions.
New press filtration complex
at FPM in operation
The level of the Group's current
capital expenditures is also dependent on operational and logistics
constraints because of the ongoing war in Ukraine. Taking also into
account the Group's cash flow generation and the market outlook for
the remainder of 2024, the Group reconsidered the level of its
investments in sustaining capital expenditure projects, by
reviewing and optimising the level and timing of its repair
activities.
Considering the currently existing
constraints in Ukraine, the Group reconsidered the timing of
investments in its strategic development projects, particularly
with projects that are expected to deliver returns over the medium
to long term.
As such, investments made in major
projects in the first half of 2024 include US$17 million spent on
the enhancement of the Group's press filtration complex (1H 2023:
US$7 million), which will help raise pelletising capacity in the
near term once operations return to full capacity and further
enhance quality of pellets produced. Furthermore, the Group
continued to invest US$10 million in the concentrator and
pelletiser projects (1H 2023: US$9 million) as part of the Wave 1
Expansion Programme due for previously entered commitments and US$2
million spent on stripping activities for future production growth
(1H 2023: US$17 million). Further expenditures of US$1 million
relate to the development and exploration of the Belanovo deposit
(1H 2023: US$2 million) and US$1 million in a hydrolysis plant (1H
2023: US$1 million) for the trial of hydrogen use as a fuel in the
Group's pelletiser.
Marketing
With the ability to export through
Ukrainian Black Sea ports during the first half of 2024, the Group
was able to produce more products for export to customers in Europe
(in addition to the established rail and barge routes) and further
afield to its customers in MENA and Asia.
The sales mix comprised of high
grade commercial concentre and pellets, including FDP
pellets.
Sales by region
|
|
|
|
Europe, including
Turkey
|
80%
|
100%
|
100%
|
MENA
|
2%
|
-
|
-
|
Asia
|
18%
|
-
|
-
|
Responsible business activities
Safety
The Group is pleased to report
that there were no fatalities at its operations in 1H 2024,
following up on 2023 being the third consecutive year that we have
reported zero fatalities at our operations and the Group's
operations continue to perform below the five-year trailing average
for its lost time injury frequency rate.
Community support
Since the early stages of Russia's
invasion of Ukraine in 2022, the Group has sought to utilise its
position as a business in Ukraine to source and provide support
throughout the communities where the Group operates. In response to
the humanitarian crisis in Ukraine, the Group has established the
dedicated Ferrexpo Humanitarian Fund, which combined with its
regular CSR activities, have operated over 100 programmes and
initiatives.
Pathway to low carbon production
Whilst the war is having many
effects on the Group's operations, work continues to reduce
greenhouse gas ("GHG") emissions and retain progress achieved in
previous years. In April 2024, the Group announced as part of its
Full Year Results for 2023 that it had achieved a 32% reduction in
GHG emissions since its baseline year of 2019.
To build confidence around the
reporting of sustainability topics, the Group completed an external
assurance process on its 2023 reporting of GHG emission and safety
disclosures.
Table 8: Greenhouse gas
emissions
|
|
|
|
Absolute emissions (tonnes
CO2e)
|
|
|
|
Scope 1 (direct emissions,
principally diesel and natural gas)
|
193
|
130
|
+48%
|
Scope 2 (indirect emissions,
reflecting electricity consumption)
|
111
|
59
|
+90%
|
Group total
|
304
|
188
|
+61%
|
Unit emissions (kg CO2e
per tonne of production)
|
|
|
|
Scope 1
|
54
|
62
|
-13%
|
Scope 2
|
31
|
28
|
+12%
|
Group total
|
85
|
90
|
-5%
|
As shown in the table above, the
Group has reduced its emissions on a unit basis in 1H 2024, while
absolute Scope 1 and 2 emissions have risen with increased
production volumes for the 1H 2024 period. This progress has been
achieved through a combination of factors, which includes the
following:
·
Clean power
purchasing. In 1H 2024, the Group
continued to purchase high levels of clean power, with 61% of
electricity purchases coming from clean sources such as hydro and
nuclear power (1H 2023: 73%). Power interruptions and sourcing
alternative supply from neighbouring countries have changed the
availability of the power source mix and it is not certain that the
Group can continue to source as much clean power as it has in the
past.
·
Mining
activities. Ferrexpo continues to
operate its mining activities at a reduced capacity compared to
before the full-scale invasion, however, it has successfully
managed to restore some production during the first six months of
2024. Consequently, the consumption of diesel increased 83% in 1H
2024 compared to 1H 2023, reflecting higher mining
volumes.
·
Processing and
beneficiation activities. In line
with increased ore production, processing and beneficiation
activities increased as up to three pelletiser lines were operated
during the period. The increased throughput and product mix
resulted in higher absolute emissions compared to previous periods,
as a result of increased natural gas consumption at the pelletising
plant for example, which increased 63% in 1H 2024 compared to 1H
2023. However, compared to pre-war times, Scope 1 emissions
intensity remains lower at 54 kg CO2e per tonne of
production compared to 57kg in 2021 as the Group continues to
optimise production to meet emissions targets.
The Group's Scope 3 emissions are
dominated by the emissions generated by steelmakers in the
conversion of iron ore to steel, with this activity representing
96% of Scope 3 emissions in 1H 2024 (1H 2023: 95%), and more than
85% of total emissions (Scopes 1, 2 and 3 combined). Ferrexpo's
Scope 3 emissions footprint was 1.31 tonnes CO2 per
tonne of production in 1H 2024, which represents a figure lower
than 2023 due to an increase in the quantity of FDP produced in the
period that is used in the direct reduction steelmaking route,
which produces lower levels of emissions in steelmaking compared to
the traditional blast furnace steelmaking route.
As part of the steel value chain,
the Group understands the importance of the shift in thinking
towards green steel - the production of steel without GHG
emissions. Whilst the projects outlined above will reduce the
Group's carbon footprint on a per tonne basis for Scope 1 and 2
emissions, over 90% of the Group's overall carbon footprint per
tonne relates to Scope 3 emissions, which predominantly relate to
the conversion of iron ore to steel. In the short term, steelmakers
are incentivised to use iron ore pellets as they offer blast
furnace steelmakers the opportunity to lower their carbon emissions
by 40% for every tonne of sinter fines substituted, but this is an
existing benefit that will not materially affect the Group's Scope
3 emissions. Longer term, the Group is planning to lower its Scope
3 emissions by producing more FDP pellets, which are typically
converted to steel using a combination of electricity and natural
gas in the conversion process, and therefore have a materially
lower carbon footprint.
Veterans
Since the full-scale invasion of
Ukraine 132 members of Ferrexpo's workforce have been demobilised
from the Armed Forces of Ukraine, of whom 66 have returned to work.
Ferrexpo maintains contact with colleagues whilst serving, and
after the formal decommissioning process, veterans are introduced
to the 'Ferrexpo Veteran Support Programme'.
Initially, personal contact is
made through the veteran's line manager. An appropriate period of
paid leave for resettling is agreed. Previous experience suggests
that getting back to work sooner rather than later can limit the
risk of mental health issues. At this early-stage, advice and
support are provided on any legal, administrative or financial
issues. Medical examinations for both physical and mental health
are undertaken, with secondary screening when needed.
Subsequently, Ferrexpo veterans
will have the right to return to their previous roles, or to a new
role if their physical or mental health or other circumstances does
not allow this. The Group's support extends to ensuring veterans
are well-integrated back into the workforce. Additionally, Ferrexpo
provides opportunities for retraining and transitioning to new
roles, as well as offering help with retraining and finding new
employment suited to their new skills and health status.
In addition to immediate
resettling support, Ferrexpo offers a comprehensive social and
material support programme. This includes an annual bonus and
retirement packages.
Ferrexpo has implemented a
six-week training programme for managers and colleagues of
veterans. This programme teaches the basics of interacting with
individuals who have physiological disabilities and post-traumatic
stress disorder (PTSD), ensuring a supportive work environment for
returning veterans.
Women in the workplace
Ferrexpo was a pioneer in
diversity and inclusion which is reflected today by the highest
ratio of female employees in the Ukrainian metals and mining
sector. At the end of June 2024 just over 31% of all employees are
female and the average number of women in management positions is
22.4% (with a target of 25% by the end of 2030)
Ferrexpo is a signatory of the
"Declaration for achieving gender equality and preventing domestic
violence" initiated by the UN Population Fund, a member of the
'Progression Project' initiated by Biasless, 'Together with the
After Tomorrow' NGO, UN Women Ukraine and the Women Empowerment
Principles, initiated by the UN Global Compact and UN
Women.
The flagship initiative to advance
women in the workplace is Ferrexpo's 'Fe_munity School of Women's
Leadership', an educational platform and programme completed by
over 200 female leaders, aimed at obtaining the necessary knowledge
and competences for the further professional growth of women. The
platform was rolled-out at a national level, with over 50 Ukrainian
women from different regions and business sectors joining the
programme, and the first cohort of 50 young women and men completed
the inaugural 'Fe_munity Teens' programme in June this year. This
programme was developed and run by 'Fe_munity Alumni', who are now,
also providing mentoring support following completion of the
programme.
Chemical analysis laboratory assistant at
FPM
|
Surveyors at FYM
|
|
|
Chef at FYM canteen
|
Shift foreman at pellet production workshop,
FPM
|
|
|
The Group also founded the
'Ferrexpo School of Inclusion' which has provided training for over
100 managers, covering the principles of inclusiveness, gender
equality and non-discrimination, and gained knowledge that
contributes to the support of ideas of tolerance, countering gender
and other types of stereotypes. This project was expanded to the
community level and 30 representatives of local council and
education facilities have now also completed the
training.
Other initiatives to advance women
in the workplace include:
·
The appointment of a Gender Equality
Ambassador.
·
Psychological training for female employees to
remove mental barriers that hinder the development of female
leadership.
·
Development and implementation of gender based
KPIs.
·
A Group-wide D&I study of the level of
inclusivity in the Group.
·
A Stem_Streamers quest was held for 100+
teenagers on the topic of gender equality and inclusiveness to
break down gender stereotypes.
·
Introduction of DEI officer position.
·
An industry leading number of employees have
taken the national 'HeForShe' pledge and joined the 'HeForShe'
solidarity movement for gender equality.
·
Introducing paternity leave for men before being
made a legislative requirement, including leave at the higher of
either of a married employee couples' salary.
·
Ferrexpo was one of the first companies in the
mining industry to join the global action "16 days against
gender-based violence".
Today, women are represented at
all levels across the business, including in what were previously
'typically male dominated' roles including surveyors, geologist,
truck drivers and gas welders.
Ferrexpo's efforts in female
diversity and inclusion have been recognised with awards such as
the 'HR Pro Awards', and recognition as a top ten Ukrainian
employer according to the Ukrainian Index of Corporate
Equality.
Responsible Business Report 2024
Later in the year the Group will
release its eighth annual Responsible Business Report.
Consideration of significant judgements and material
uncertainties
In the course of preparing the
interim condensed consolidated financial statements, the Group's
management team has had to make estimates and judgements that have
the potential to create a significant impact on the Group's interim
consolidated financial statements. The most critical accounting
estimates and judgements are disclosed in Note 2 Summary of
significant accounting policies of these interim condensed
consolidated financial statements. The critical
estimates presented are predominantly related to the computation of
the value in use of the Group's non-current operating assets as the
Group's cash flows are still adversely affected by the war in
Ukraine.
Critical judgements made
predominantly relate to: (a) the basis of preparation of the
Group's Interim Condensed Consolidated Financial Statements for 1H
2024 in respect of going concern assumptions made; (b) the
application of tax legislation in the jurisdictions the Group
operates; and (c) the assessment of matters in an environment of
political, fiscal and legal uncertainties.
Going concern assessment and stress testing
The ongoing war in Ukraine
continues to pose a threat to the Group's mining, processing and
logistics operations within Ukraine. The Group is also exposed to
the risks associated with operating in a developing economy such as
an environment of political, fiscal and legal uncertainties, which
may or may not be exacerbated by the war and/or the current
circumstances facing the Group's controlling shareholder (see
Ukraine country risk in the Update on Principal Risks section
below). As a result, these factors therefore represent material
uncertainties in terms of the Group's ability to continue as a
going concern. As part of management's going concern assessment,
the Group continuously adjusts its long-term model to reflect the
latest developments in terms of currently possible sales and
production volumes as well as expected realised prices taking into
account the situation on the global iron ore markets and its
productions costs. The latest base case of the long-term model
shows that the Group has sufficient available liquidity to continue
its operations at a reduced level for the entire period of the
management's going concern assessment.
See Note 2 Summary of significant accounting policies to
these interim condensed consolidated financial statements for
further information on Group's going concern assessment and stress
testing.
Update on principal risks
Principal Risks are those
considered to have the greatest potential impact on the Ferrexpo
business, assessed on the basis of impact and probability. The
Group considers the Principal Risks facing the business, including
risk associated with conflict, country risk, counterparty risk, the
global demand for steel, changes in pricing methodology, iron ore
prices, pellet premiums, seaborne freight rates, risks relating to
producing our products, risks relating to the delivery of our
products, health and safety, operating costs, information
technology and cybersecurity, and climate change.
These principal risks detailed on
pages 74 to 90 of the 2023 Annual Report and Accounts (published in
April 2024), remain relevant. An update on material developments
that relate to the Group's Principal Risks since their publication
in April 2024 is provided below.
Update since publication of
Annual Report and Accounts in April 2024
Conflict risk and outlook
The primary consideration for
Ferrexpo's risk profile at the present time is Russia's invasion of
Ukraine, and the impact that this is having, and will continue to
have, on Ferrexpo's business in Ukraine.
Since the Group published its
Principal Risks in April 2024, the Russian army has made small
advances in the occupied territories of Ukraine. Ukraine has also
continued to suffer airborne attacks on civilians and civilian,
energy and transport infrastructure.
Ferrexpo's operations continue to
operate, albeit with greater limitations on working hours due to
air raid alerts and occasional disruption to power transmission.
The previous blockade of Ukraine's Black Sea ports has been
alleviated with the establishment of a 'maritime safe passage'
which has allowed the Group to resume seaborne trade out of
Ukraine's ports. As long as the level of risk is acceptable, the
Group will continue to use this export route.
The conflict in Ukraine continues
to represent a significant threat to Ferrexpo's operations in
Ukraine, should the war continue in its current configuration, or
even escalate further. The outlook for Ukraine at present remains
inherently unpredictable in the short to medium term, with a range
of military, financial and other factors all having a significant
influence on the outcome for the people of Ukraine and businesses
deriving their revenues from Ukraine. In the near term, it is
expected that the conflict will continue to put increasing strain
on the economy of Ukraine, in particular with regard to elevated
electricity prices and railway tariffs.
For further information, please see the sections titled Sales
and Marketing Review and Financial Review in this report in
addition to the Going Concern Statement
above.
Ukraine country risk
The Group's mining and processing
operations are located in Ukraine, which is a country currently
under invasion by Russia.
For more information, please see
the section titled "Conflict Risk", as well as the Principal Risks
section of the 2023 Annual Report and Accounts.
As a result of operating in a
developing economy, the Group is subject to a number of elevated
risks, such as the fiscal and political stability of Ukraine,
independence of the judiciary, access to key inputs and capital,
exposure to monopolies and other influential businesses
(particularly those that are related parties to the government of
Ukraine), in addition to a range of other factors.
The independence of the judiciary
system in Ukraine has been frequently referenced in the Principal
Risks section of the Group's 2023 Annual Report and Accounts, and
this is a consideration that remains particularly relevant for the
Group today. As described in Note 19 Commitments, contingencies and
legal disputes in the 2024 interim condensed consolidated financial
statements, the Group is currently subject to several legal
proceedings in Ukraine that are similar in part to previously heard
legal proceedings, and it cannot be guaranteed that the Ukrainian
legal system will always provide a ruling in line with the laws of
Ukraine or international law.
As a result, the Group is exposed
to an unclear fiscal and legal system in Ukraine.
As referenced in the Group's 2023
Annual Report and Accounts, these matters relate to the Group's
controlling shareholder, and there is a risk that assets owned or
controlled (or alleged to be owned or controlled) by him may be
subject to restrictions, in Ukraine or elsewhere, or that the Group
is affected by and involved in legal proceedings relating to these
matters, in Ukraine or elsewhere.
At the present time, the Group is
subject to a number of legal claims and legislative actions in
Ukraine that threaten how the business operates. Such claims and
actions include attempts to freeze the shareholding of Ferrexpo AG
in its operating subsidiaries, the inclusion of the subsidiary
Ferrexpo Belanovo Mining into Ukrainian sanctions list and the
cancellation of the mining licence for the Galeschynske deposit as
a result, claims regarding iron ore royalty payments, an
investigation into the alleged illegal extraction of minerals of
national importance, in addition to contested surety claim from
third party.
For further information on ongoing legal disputes, please see
Note 19 Commitments, contingencies and legal disputes to these
interim condensed consolidated financial
statements.
Global steel demand and realised prices for iron ore
pellets
Global steel prices have remained
relatively rangebound in 2024, with European hot rolled coil prices
ranging between EUR625 and EUR770 per tonne (Fastmarkets) and Asian
prices remaining similarly rangebound too. Volatility around input
costs, including coking coal and iron ore, has therefore resulted
too in an overall uncertain margin environment. As a result, steel
mills have been pivoting toward a higher proportion of lower-grade
iron ore in their feedstock to control costs.
The Group expects that the
longevity of the conflict in Ukraine will play a significant role
in the inflationary price environment currently being seen
throughout the commodity space. The war in Ukraine is resulting in
numerous supply-side disruptions in commodity markets, either
through sanctions imposed on Russia, or shifts in Russian supply
away from western nations, and therefore it can be expected that
elevated energy costs, and therefore global inflation, will persist
for the foreseeable future whilst the conflict in Ukraine
continues.
Pellet premiums
Historically, pellet premiums have
been correlated to steel mill profitability as they are the most
productive source of iron units in a blast furnace and thus trade
at a price premium to other types of iron ores. When steel producer
profitability is under pressure, the reduction in usage of higher
cost raw materials could lead to lower demand for iron ore pellets
or a fall in pellet premiums, which in turn will lower
profitability for the Group.
Market mix and freight
Logistical constraints seen since
the start of the full-scale Russian invasion in 2022 that have
limited the Group's ability to access the global iron ore markets
have eased this year, as a result of the reopening of the Ukrainian
Black Sea ports. However, seaborne freight costs remain high due to
the perceived higher levels of risk associated with shipping
through the export corridor and thus, pressuring the Group's profit
margins via this channel.
Whilst the Group is now able to
supply customers in MENA and Asia, the higher logistics and freight
costs associated with accessing these markets may constrain the
Group's ability to achieve the same profitability as it has done so
in the past prior to the 2022 full-scale invasion of
Ukraine.
Directors' responsibility statement
The Interim Report complies with
the Disclosure Guidance and Transparency Rules ("DTR") of the
United Kingdom's Financial Conduct Authority in respect of the
requirement to produce a half-yearly financial report. The
preparation of the Interim Report for the six months ended 30 June
2024 in accordance with applicable laws, regulations and accounting
standards is the responsibility of, and has been approved by, the
Directors.
We confirm that to the best of our
knowledge:
· the condensed set of consolidated financial statements has
been prepared in accordance with IAS 34 as contained in UK adopted
IFRS;
· the Interim Management Report includes a fair review of the
important events that have occurred during the first six months of
the financial year and their impact on the condensed financial
statements, and description of the principal risks and
uncertainties for the remaining six months of the financial year,
as required by DTR4.2.7R; and
· the Interim Management Report includes a fair review of
disclosures of material related party transactions that have
occurred in the first six months of the financial year and of
material changes in the related party transactions described in the
2023 Annual Report and Accounts, as required by
DTR4.2.8R.
The Directors are also responsible
for the maintenance and integrity of the Ferrexpo plc
website.
A list of current Directors is
maintained on the Ferrexpo plc website, which can be found
at www.ferrexpo.com.
Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
For and on behalf of the
Board
Lucio Genovese
Executive Chair
|
Nikolay Kladiev
Chief Financial Officer and
Executive Director
|
Independent Review Report to Ferrexpo Plc
Conclusion
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly financial report for the six-months ended 30 June 2024
which comprises the Interim Consolidated Income Statement, the
Interim Consolidated Statement of Comprehensive Income, the Interim
Consolidated Statement of Financial Position, the Interim
Consolidated Statement of Cash Flows, the Interim Consolidated
Statement of Changes in Equity and the related explanatory Notes 1
to 22.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024 is not prepared, in all material
respects, in accordance with International Accounting Standard
('IAS') 34 "Interim Financial Reporting", as adopted for use in the
United Kingdom and the Disclosure Guidance and Transparency Rules
of the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410, "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued for use in the United
Kingdom. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in Note 2 Basis of
preparation, the annual financial statements of the Group are
prepared in accordance with International Financial Reporting
Standards adopted for use in the United Kingdom ("UK adopted
IFRS"). The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with
International Accounting Standard ('IAS') 34 "Interim Financial
Reporting", as adopted for use in the United Kingdom.
Material Uncertainty Relating to Going
Concern
We draw your attention to Note 2
Basis of preparation, which indicates that management has assessed
the ongoing armed conflict in Ukraine to pose a threat to the
Group's mining, processing and logistics operations within Ukraine
and on the ability of the Group to continue as a going concern due
to the unpredictable duration and severity of such events and
circumstances, which are outside of the Group's control. This
indicates that a material uncertainty exists that may cast
significant doubt upon the Group's ability to continue as a going
concern.
In addition, there is a further
material uncertainty as disclosed in Note 2 Basis of preparation,
due to the application of local legislation in Ukraine in respect
of the outcome of the proceedings in which the Group is involved.
The award in favour of the claimant by the Ukraine Court of Appeal
in the contested sureties claim and the possible enforcement of
such decision, has imposed potential increased demand on the
Group's current and future cash resources, the timing of which is
outside of Group management's control. Furthermore, the opening of
the creditor protection proceedings might potentially affect
Ferrexpo Poltava Mining's ability to continue as a going concern
and, as a result, also the Group's. These circumstances indicate
the existence of a material uncertainty that may cast significant
doubt upon the Group and Company's ability to continue as a going
concern.
Our opinion is not modified in
respect of this matter.
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis of Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or
that management have failed to appropriately disclose all material
uncertainties relating to going concern
This conclusion is based on the
review procedures performed in accordance with ISRE 2410, however
future events or conditions may cause the entity to continue as a
going concern.
Emphasis of Matters
We draw your attention to Note 19
Commitments, contingencies and legal disputes, which describes the
uncertainty in the application of local legislation in Ukraine in
respect of the outcome of the proceedings in which the Group is
involved.
We also draw your attention to
Note 10 Property, plant and equipment and Note 19 Commitments,
contingencies and legal disputes, which describes the uncertainty
related to the estimate of the recoverable amount of the Group's
Cash Generating Unit as a result of the ongoing war and ongoing
legal proceedings in Ukraine.
Our opinion is not modified in
respect of either of these matters.
Responsibilities of Directors
The Directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, the Directors are responsible for assessing the
Group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor Responsibilities for the review of the financial
information
In reviewing the half-yearly
report, we are responsible for expressing to the Company a
conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our
conclusions relating to the material uncertainty relating to going
concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our Report
This report is made solely to the
Company in accordance with guidance contained in ISRE (UK) 2410
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council. Our review work has been undertaken so that we
might state to the company those matters we are required to state
to them in a review report and for no other purposes. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, for our work, for
this report, or for the conclusions we have formed.
MHA, Statutory Auditor
London, United Kingdom
30 July 2024
MHA is the trading name of
MacIntyre Hudson LLP, a limited liability partnership in England
and Wales (registered number OC312313)
Interim
Consolidated Income Statement
US$000
|
Notes
|
6 months ended
30.06.24
(unaudited)
|
6 months
ended 30.06.23
(unaudited)
|
Year-ended
31.12.23
(audited)
|
Revenue
|
3/4
|
548,535
|
334,010
|
651,795
|
Operating expenses
|
5
|
(508,418)
|
(302,236)
|
(616,107)
|
Other operating income
|
|
3,471
|
1,877
|
4,067
|
Operating foreign exchange
gains
|
6
|
55,258
|
(42)
|
31,371
|
Operating profit
|
|
98,846
|
33,609
|
71,126
|
Recognition of provisions for legal
disputes
|
|
−
|
−
|
(131,117)
|
Share of profit/(loss) from
associates
|
|
1,809
|
(162)
|
(372)
|
Profit/(loss) before tax and
finance
|
|
100,655
|
33,447
|
(60,363)
|
Net finance expense
|
7
|
(8)
|
(641)
|
(104)
|
Non-operating foreign
exchange losses
|
6
|
(24,976)
|
2,640
|
(7,934)
|
Profit/(loss) before
tax
|
|
75,671
|
35,446
|
(68,401)
|
Income tax expense
|
8
|
(20,181)
|
(8,437)
|
(16,352)
|
Profit/(loss) for the
period/year
|
|
55,490
|
27,009
|
(84,753)
|
|
|
|
|
|
Profit/(loss) attributable
to:
|
|
|
|
|
Equity shareholders of Ferrexpo
plc
|
|
55,471
|
27,002
|
(84,775)
|
Non-controlling interests
|
|
19
|
7
|
22
|
Profit/(loss) for the
period/year
|
|
55,490
|
27,009
|
(84,753)
|
|
|
|
|
|
Earnings/(loss) per
share:
|
|
|
|
|
Basic (US cents)
|
9
|
9.43
|
4.59
|
(14.41)
|
Diluted (US cents)
|
9
|
9.26
|
4.54
|
(14.41)
|
Interim Consolidated Statement of Comprehensive
Income
US$000
|
Notes
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Profit/(loss) for the
period/year
|
|
55,490
|
27,009
|
(84,753)
|
Items that may subsequently be reclassified to profit or
loss:
|
|
|
|
|
Exchange differences on translating
foreign operations
|
6
|
(84,417)
|
170
|
(54,855)
|
Income tax effect
|
|
(3,369)
|
-
|
1,479
|
Net other comprehensive loss that
may be reclassified to profit or loss in subsequent
periods
|
|
(87,786)
|
170
|
(53,376)
|
Items that will not be reclassified subsequently to profit or
loss:
|
|
|
|
|
Remeasurement gains/(losses) on defined benefit
pension liability
|
|
66
|
(68)
|
899
|
Net other comprehensive income not being reclassified to profit or loss in subsequent
periods
|
|
66
|
(68)
|
899
|
Other comprehensive loss for
the period/year, net of tax
|
|
(87,720)
|
102
|
(52,477)
|
Total comprehensive loss for
the period/year, net of tax
|
|
(32,230)
|
27,111
|
(137,230)
|
|
|
|
|
|
Total comprehensive loss attributable to:
|
|
|
|
|
Equity shareholders of Ferrexpo
plc
|
|
(32,227)
|
27,114
|
(137,244)
|
Non-controlling interests
|
|
(3)
|
(3)
|
14
|
|
|
(32,230)
|
27,111
|
(137,230)
|
Interim Consolidated Statement of Financial
Position
US$000
|
Notes
|
As at
30.06.24
|
As
at
31.12.23
|
As
at
30.06.23
|
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Assets
|
|
|
|
|
Property, plant and
equipment
|
10
|
797,456
|
826,034
|
840,493
|
Right-of-use assets
|
11
|
3,497
|
6,852
|
3,838
|
Goodwill and other intangible
assets
|
12
|
5,827
|
6,368
|
7,636
|
Investments in associates
|
|
6,077
|
4,616
|
5,005
|
Inventories
|
14
|
5,512
|
5,883
|
6,277
|
Other non-current assets
|
|
36,966
|
38,104
|
30,064
|
Deferred tax assets
|
8
|
9,247
|
10,149
|
14,168
|
Total non-current assets
|
|
864,582
|
898,006
|
907,481
|
Inventories
|
14
|
194,490
|
201,429
|
209,061
|
Trade and other
receivables
|
|
74,536
|
82,321
|
45,387
|
Prepayments and other current
assets
|
15
|
26,924
|
21,380
|
37,507
|
Income taxes recoverable and
prepaid
|
8
|
65
|
2,432
|
1,739
|
Other taxes recoverable and
prepaid
|
13
|
44,409
|
26,291
|
47,111
|
Cash and cash equivalents
|
3/16
|
115,131
|
115,241
|
134,903
|
Total current assets
|
|
455,555
|
449,094
|
475,708
|
Total assets
|
|
1,320,137
|
1,347,100
|
1,383,189
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Issued capital
|
20
|
121,628
|
121,628
|
121,628
|
Share premium
|
|
185,112
|
185,112
|
185,112
|
Other reserves
|
20
|
(2,763,945)
|
(2,676,294)
|
(2,622,857)
|
Retained earnings
|
|
3,538,375
|
3,482,883
|
3,593,693
|
Equity attributable to equity shareholders of Ferrexpo
plc
|
|
1,081,170
|
1,113,329
|
1,277,576
|
Non-controlling interest
|
|
78
|
81
|
64
|
Total equity
|
|
1,081,248
|
1,113,410
|
1,277,640
|
Interest-bearing loans and
borrowings
|
3/17
|
528
|
1,009
|
950
|
Defined benefit pension
liability
|
|
15,974
|
16,518
|
17,379
|
Provision for site
restoration
|
|
2,830
|
2,780
|
4,675
|
Deferred tax liabilities
|
8
|
3,333
|
2,729
|
1,334
|
Total non-current liabilities
|
|
22,665
|
23,036
|
24,338
|
Interest-bearing loans and
borrowings
|
3/17
|
3,092
|
5,939
|
3,012
|
Trade and other payables
|
|
46,705
|
35,310
|
33,803
|
Provisions
|
19
|
119,979
|
128,050
|
−
|
Accrued and contract
liabilities
|
|
16,691
|
17,328
|
15,730
|
Income taxes payable
|
8
|
16,239
|
15,202
|
18,792
|
Other taxes payable
|
|
13,518
|
8,825
|
9,874
|
Total current liabilities
|
|
216,224
|
210,654
|
81,211
|
Total liabilities
|
|
238,889
|
233,690
|
105,549
|
Total equity and liabilities
|
|
1,320,137
|
1,347,100
|
1,383,189
|
The financial statements were
approved by the Board of Directors and authorised for issue on 30
July 2024 and signed on behalf of the Board.
Lucio Genovese
Nikolay Kladiev
Executive Chair
Chief Financial Officer and Executive
Director
Interim Consolidated Statement of Cash
Flows
US$000
|
Notes
|
6 months
ended
30.06.24
|
6 months
ended
30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Profit/(loss) before tax
|
|
75,671
|
35,446
|
(68,401)
|
Adjustments for:
|
|
|
|
|
Depreciation of property, plant and
equipment, right-of-use assets and amortisation of intangible
assets
|
5
|
33,606
|
29,561
|
57,669
|
Net finance
income
|
7
|
(1,242)
|
(818)
|
(2,536)
|
Losses on disposal and liquidation
of property, plant and equipment
|
5
|
45
|
96
|
11
|
Write-(backs)/offs and
impairments
|
5
|
(118)
|
(180)
|
978
|
Share of (profit)/loss from
associates
|
|
(1,809)
|
161
|
372
|
Movement in allowance for doubtful
receivables
|
|
3,978
|
2,559
|
4,403
|
Movement in site restoration
provision
|
|
229
|
392
|
(1,377)
|
Employee benefits
|
|
1,707
|
1,830
|
3,518
|
Share-based payments
|
|
114
|
719
|
830
|
Recognition of provisions for legal
disputes
|
|
−
|
−
|
131,117
|
Operating foreign exchange
(gains)/losses
|
6
|
(55,258)
|
42
|
(31,371)
|
Non-operating foreign exchange
losses/(gains)
|
6
|
24,976
|
(2,640)
|
7,934
|
Operating cash flow before working capital
changes
|
|
81,899
|
67,168
|
103,147
|
Changes in working capital:
|
|
|
|
|
Increase in trade and other
receivables
|
|
(3,381)
|
(38,539)
|
(71,946)
|
(Increase)/decrease in
inventories
|
|
(4,327)
|
15,588
|
15,930
|
Increase/(decrease) in trade and
other payables (incl. accrued and contract liabilities)
|
|
14,003
|
(630)
|
6,724
|
(Increase)/decrease in other taxes
recoverable and payable (incl. VAT)
|
|
(18,054)
|
44,737
|
62,554
|
Cash generated from operating
activities
|
|
70,140
|
88,324
|
116,409
|
Interest paid
|
|
(8)
|
(191)
|
(223)
|
Income tax paid
|
|
(13,406)
|
(6,948)
|
(12,779)
|
Post-employment benefits
paid
|
|
(1,202)
|
(1,079)
|
(2,238)
|
Net
cash flows from operating activities
|
|
55,524
|
80,106
|
101,169
|
Cash flows (used in)/from
investing activities
|
|
|
|
|
Purchase of property, plant and
equipment and intangible assets
|
|
(55,371)
|
(58,415)
|
(101,247)
|
Proceeds from disposal of
property, plant and equipment and intangible assets
|
|
32
|
69
|
91
|
Interest received
|
|
1,904
|
1,953
|
4,608
|
Net
cash flows used in investing activities
|
|
(53,435)
|
(56,393)
|
(96,548)
|
Cash flows used in financing activities
|
|
|
|
|
Principal elements of lease
payments
|
17
|
(2,846)
|
(2,703)
|
(5,410)
|
Dividends paid to equity
shareholders of Ferrexpo plc
|
9
|
(44)
|
(449)
|
(456)
|
Net
cash flows used in financing activities
|
|
(2,890)
|
(3,152)
|
(5,866)
|
Net (decrease)/increase in cash and
cash equivalents
|
|
(801)
|
20,561
|
(1,245)
|
Cash and cash equivalents at the
beginning of the period/year
|
|
115,241
|
112,945
|
112,945
|
Currency translation
differences
|
|
691
|
1,397
|
3,541
|
Cash and cash equivalents at the end of the
period/year
|
16
|
115,131
|
134,903
|
115,241
|
Interim Consolidated Statement of Changes in
Equity
For
the financial year 2023 and the six months ended
30
June 2024
|
Attributable to equity
shareholders
of Ferrexpo
plc
|
|
US$000
|
Issued
capital
|
Share
premium
|
Other
reserves
(Note 20)
|
Retained
Earnings
|
Total capital and
reserves
|
Non-controlling
interests
|
Total
equity
|
At
31 December 2022 (audited)
|
121,628
|
185,112
|
(2,636,891)
|
3,580,329
|
1,250,178
|
67
|
1,250,245
|
(Loss)/profit for the
year
|
−
|
−
|
−
|
(84,775)
|
(84,775)
|
22
|
(84,753)
|
Other comprehensive (loss)/income
|
−
|
−
|
(53,368)
|
899
|
(52,469)
|
(8)
|
(52,477)
|
Total comprehensive (loss)/profit for the
year
|
−
|
−
|
(53,368)
|
(83,876)
|
(137,244)
|
14
|
(137,230)
|
Equity dividends to shareholders of
Ferrexpo plc
(Note 9)
|
−
|
−
|
−
|
(435)
|
(435)
|
−
|
(435)
|
Share-based payments
|
−
|
−
|
830
|
−
|
830
|
−
|
830
|
Effect from transfer of treasury
shares (Note 20)
|
-
|
-
|
13,135
|
(13,135)
|
-
|
-
|
-
|
At
31 December 2023 (audited)
|
121,628
|
185,112
|
(2,676,294)
|
3,482,883
|
1,113,329
|
81
|
1,113,410
|
Profit/(loss) for
the period
|
-
|
-
|
-
|
55,471
|
55,471
|
19
|
55,490
|
Other comprehensive loss
|
-
|
-
|
(87,764)
|
66
|
(87,698)
|
(22)
|
(87,720)
|
Total comprehensive loss for
the period
|
-
|
-
|
(87,764)
|
55,537
|
(32,227)
|
(3)
|
(32,230)
|
Equity dividends paid to
shareholders of Ferrexpo plc (Note 9)
|
-
|
-
|
-
|
(45)
|
(45)
|
-
|
(45)
|
Share-based payments
|
-
|
-
|
113
|
-
|
113
|
-
|
113
|
At
30 June 2024 (unaudited)
|
121,628
|
185,112
|
(2,763,945)
|
3,538,375
|
1,081,170
|
78
|
1,081,248
|
For the six months ended 30 June 2023
|
|
Attributable to equity
shareholders
of Ferrexpo
plc
|
|
US$000
|
Issued
capital
|
Share
premium
|
Other reserves (Note
20)
|
Retained
earnings
|
Total capital and
reserves
|
Non-controlling
interests
|
Total
equity
|
At
31 December 2022 (audited)
|
121,628
|
185,112
|
(2,636,891)
|
3,580,329
|
1,250,178
|
67
|
1,250,245
|
Profit for the period
|
-
|
-
|
-
|
27,002
|
27,002
|
7
|
27,009
|
Other comprehensive income/(loss)
|
-
|
-
|
180
|
(68)
|
112
|
(10)
|
102
|
Total comprehensive income/(loss)
for the period
|
-
|
-
|
180
|
26,934
|
27,114
|
(3)
|
27,111
|
Equity dividends paid to
shareholders of Ferrexpo plc (Note 9)
|
-
|
-
|
-
|
(435)
|
(435)
|
-
|
(435)
|
Share-based payments
|
-
|
-
|
719
|
-
|
719
|
-
|
719
|
Effect from transfer of treasury
shares (Note 20)
|
-
|
-
|
13,135
|
(13,135)
|
-
|
-
|
-
|
At
30 June 2023 (unaudited)
|
121,628
|
185,112
|
(2,622,857)
|
3,593,693
|
1,277,576
|
64
|
1,277,640
|
Notes to the Interim Condensed Consolidated Financial
Statements
Note 1: Corporate information
Organisation and operation
Ferrexpo plc (the "Company") is
incorporated and registered in England, which is considered to be
the country of domicile, with its registered office at 55 St
James's Street, London SW1A 1LA, UK. The Company is listed on the
London Stock Exchange and is a member of the FTSE 250 Index.
Ferrexpo plc and its subsidiaries (the "Group") operate two mines
and a processing plant near Kremenchuk in Ukraine, have an interest
in a port in Odessa and sales and marketing activities around the
world including offices in Switzerland, the U.A.E. (Dubai), Japan,
China, Singapore and Ukraine. The Group also owns logistics assets
in Austria, which operate a fleet of vessels operating on the Rhine
and Danube waterways and an ocean-going vessel, which provides
top-off services. The Group's operations are vertically integrated
from iron ore mining through to iron ore concentrate and pellet
production and subsequent logistics. The Group's mineral properties
lie within the Kremenchuk Magnetic Anomaly and are currently being
extracted at the Gorishne-Plavninske-Lavrykivske ("GPL") and
Yerystivske deposits.
The ongoing war in Ukraine
continued to impact the Group's activities in the first half of the
financial year 2024, as the availability of certain logistic
networks and its cost bases are still affected. Despite the
continued difficult business environment, the Group has managed to
continue its operations throughout the first half of the financial
year 2024, albeit the mining and processing plans had still to be
aligned with the logistics network available for sales to its
customers in the various markets as it was done since the beginning
of the war. While the power supply has stabilised since the second
quarter for most of the 2023 financial year, the intensified
Russian attacks on power generation and distribution facilities in
Ukraine in the first half of the financial year 2023 has again
impacted the Group's production challenges and could have a further
negative impact in future periods. As at the date of the approval
of these interim condensed consolidated
financial statements, the war is still ongoing and continues to
pose a significant threat to the Group's mining, processing and
logistics operations within Ukraine. In
addition to the war-related material uncertainty, the Group is also
exposed to the risks associated with operating in a developing
economy, which may or may not be exacerbated by the war and/or the
current circumstances facing the Group in Ukraine.
See Note 2 Summary of significant accounting
policies, Note 10 Property, plant and equipment
and Note 19 Commitments, contingencies and legal disputes for
further information.
The largest shareholder of the
Group is Fevamotinico S.a.r.l. ("Fevamotinico"), a company
incorporated in Luxembourg. Fevamotinico is ultimately wholly owned
by The Minco Trust, of which Kostyantin Zhevago and two other
members of his family are the beneficiaries. At the time this
report was published, Fevamotinico held
49.3% (31 December 2023: 49.3%; 30 June
2023: 49.5%) of Ferrexpo plc's issued share capital.
The Group's interests in its
subsidiaries are held indirectly by the Company, with the exception
of Ferrexpo AG, which is directly held. The Group's consolidated
subsidiaries are disclosed in the Additional Disclosures of the
2023 Annual Report & Accounts.
At 30 June 2024, the Group also
holds through PJSC Ferrexpo Poltava Mining an interest of 49.9% (31 December 2023:
49.9%; 30 June 2023: 49.9%) in TIS Ruda LLC, a Ukrainian port
located on the Black Sea, which is accounted for as an associate,
using the equity method of accounting.
Note 2: Summary of significant accounting
policies
Basis of preparation
The interim condensed consolidated
financial statements for the six-month period ended 30 June 2024
have been prepared in accordance with International Accounting
Standard ('IAS') 34 Interim
Financial Reporting, as adopted for use in the United Kingdom. The
interim condensed consolidated financial statements do not include
all of the information and disclosures required in the annual
financial statements and should be read in conjunction with the
Group's annual financial statements for
the year ended 31 December 2023.
The interim condensed consolidated
financial statements do not constitute statutory accounts as
defined in section 435 of the Companies Act 2006. The financial
information for the full year is based on the statutory accounts
for the financial year ended 31 December 2023. A copy of the
statutory accounts for that year, which were prepared in accordance
with International Financial Reporting
Standards adopted for use in the United Kingdom ("UK adopted IFRS")
and with the Companies Act 2006, as applicable to companies
reporting under international accounting
standards, have been delivered to the
Registrar of Companies. The auditors'
report under section 495 of the Companies Act 2006 in relation to
those accounts (i) was unqualified, (ii) did not contain a
statement under section S498(2) or S498(3) of the Companies Act
2006, but (iii) included a separate section with regard to material
uncertainties related to going concern as a result of the ongoing
war and the application of local legislation in Ukraine in respect
of the outcome of the proceedings in which the Group is involved.
The audit report also drew attention to the uncertainty in the
application of local legislation in Ukraine in respect of the
outcome of the proceedings in which the Group is involved and to
the uncertainty related to the estimate of the recoverable amount
of certain assets of the Group as result of the ongoing war and
ongoing legal proceedings in Ukraine..
These interim condensed
consolidated financial statements have been reviewed, not
audited.
Going concern
As at the date of the approval of
these interim condensed consolidated financial statements, the war
in Ukraine is still ongoing and the duration and impact on the
Group's operation is difficult to predict. However, the Group
continued to demonstrate a high level of commitment and resilience
also during the six month period ended 30 June 2024 and was able to
adapt to the constant challenges with
which it was confronted. As a result, the Group gained invaluable
experience in operating a large-scale business more nimbly,
embedding flexibility into the operations and working practices.
With the re-gained access to the Ukrainian Black Sea ports during
the reporting period, the Group was able to respond quickly and
bring back idled capacity, achieving the Group's best production
result since the full-scale invasion of Ukraine.
The difficult environment in which
the Group has been operating since the beginning of the war and the
resulting situation in the country continues to represent a
material uncertainty in terms of the Group's ability to continue as
a going concern. In addition to the war-related material
uncertainty, the Group is also exposed to the risks associated with
operating in a developing economy, which may or may not be
exacerbated by the war and/or the current circumstances facing the
Group's controlling shareholder (see Ukraine country risk in the
Update on Principal Risks section. As a result, the Group is
exposed to a number of risk areas that are heightened compared to
those expected in a developed economy, such as an environment of
political, fiscal and legal uncertainties, which represents another
material uncertainty as at the date of the approval of these
interim condensed consolidated financial statements.
As in the previous financial years
since the beginning of the war, the Group's production level is
aligned to the sales currently possible based on the available
logistics network. In addition, the Group's production volume is
also dependent on a constant power supply in Ukraine, which was
affected in the first half of 2024 by Russian attacks on power
generation and transmission infrastructure in Ukraine, which has,
together with the availability of the required logistics network,
an impact on the Group's cash flow generation and profitability.
The Group's ability to operate its assets also depends on constant
and sufficient supply of other key input materials required for the
mining and production processes as well as maintaining an adequate
number of experienced and skilled members of the workforce in
Ukraine.
Despite the continued challenging
situation during the six-month period
ended 30 June 2024, the Group increased
its commercial production to 3,297 thousand tonnes of iron ore
pellets, representing an increase of 68% compared to the period
ended 30 June 2023, and sold 3,849
thousand tonnes of its products, compared
to 2,085 thousand tonnes during the six-month period ended 30 June 2023.
As a result, the Group's net cash position slightly increased from
US$108,293 thousand at the beginning of the year to US$111,511
thousand as at 30 June 2024, despite pressure on prices for key
input materials and continued investment
in sustaining and efficiency capital expenditure projects to ensure
asset integrity and some efficiency gains. As at the date of the approval of these interim condensed
consolidated financial statements, the Group is in a net cash
position of approximately US$107,300 thousand with an available
cash balance of approximately US$110,900 thousand. In addition to
the available cash balance, the Group has an outstanding trade
receivable balance of approximately US$50,500 thousand from its
pellet and concentrate sales, which are expected to be collected in
the next few months, and finished goods already stockpiled at
different ports or storage locations other than the plant of 206
thousand tonnes.
As part of management's going
concern assessment, the Group continuously adjusts its long-term
model in order to reflect the latest developments in terms of
possible production and sales volumes as well as latest market
prices and production costs, which are adversely affected by the
lower production volumes, compared to pre-war levels. This
long-term model is also used for the impairment test of the Group's
non-current operating assets and the key assumptions used when
preparing this model are disclosed in Note 10 Property, plant and
equipment.
The latest base case of the
long-term model shows that the Group has sufficient liquidity to
continue its operations at a reduced level for the entire period of
the management's going concern assessment, covering a period of 18
months from the date of the approval of these interim condensed
consolidated financial statements, even allowing for reasonably
possible or plausible adverse changes in respect of realised
prices, lower production and sales volumes as well as higher
production costs. This base case assumes a production volume of 45%
of the pre-war level for the financial year 2024, before an
increase to approximately 80% in 2025 and an expected recovery to
pre-war levels in 2026. However, as mentioned above, the production
and sales volumes are dependent on the logistics network available
and a constant power supply to the Group as well as other potential
adverse effects on the Group's operation as a result of the ongoing
war. The sensitivities prepared for reasonable adverse changes show
tighter available liquidity under some scenarios, but sufficient
available liquidity to operate as planned for the next 18
months.
The Group also prepared reverse
stress tests for more severe adverse changes, such as a combination
of all reasonably possible or plausible adverse changes in respect
of realised prices and production costs, which is unlikely to
happen in combination as a result of the historical natural hedge
between iron ore prices and prices for key input materials, as well
as lower production and sales volumes, but also for a further delay
of the full recovery by another year. The stress test for the most
severe adverse changes shows that the Group would deplete its
available cash balance by December 2024, without making use of any
available mitigating actions within its control, such as further
reductions of uncommitted development capital expenditure and
operating costs.
As disclosed in the Group's 2023
Annual Report & Accounts, the ongoing war in Ukraine and other
circumstances facing the Group have led to an escalation of a
number of risks, including risks relating to the political
environment and the independence of the legal system in Ukraine,
which could have a material negative impact on the Group's business
activities and reputation, although the financial impact cannot be
reasonably quantified. The Group announced on 29 January 2024 that
a Ukrainian court of appeal has confirmed a claim against Ferrexpo
Poltava Mining ("FPM") in the amount of UAH4,727 million
(US$116,608 thousand as at 30 June 2024), in respect of contested
sureties (see Note 19 Commitments, contingencies and legal disputes
for further details). The claim and court decision are another
example of the risk of operating in a dynamic and adverse political
landscape in Ukraine, which creates additional challenges for both
the Group's subsidiaries in Ukraine and, also for the Group itself.
Although the Group's management is of the opinion that this claim
is without merit and FPM has appealed this decision to the Supreme
Court of Ukraine, considering the magnitude of this specific claim
and the risks associated with the judicial system in Ukraine, the
outcome of this ongoing legal dispute represents a material
uncertainty in terms of the Group's ability to continue as a going
concern. In accordance with the requirements of IAS 37 Provisions,
contingent liabilities and contingent assets, the Group recorded a
full provision for this claim as at 31 December 2023. A future cash
outflow, which also depends on the details and technicalities of a
possible enforcement in the event of a negative decision by the
Supreme Court, is likely to have a significant impact on the
Group's future cash flow generation and available
liquidity.
The Group has assessed that,
taking into account:
·
its available cash and cash
equivalents;
·
its cash flow projections, adjusted for the
effects caused by the war in Ukraine, for the period of
management's going concern assessment covering a period of 18
months from the date of the approval of these interim condensed
consolidated financial statements;
·
the feasibility and effectiveness of all
available mitigating actions within the Group management's control
for identified uncertainties; and
·
the legal merits in terms of the ongoing legal
dispute mentioned above and potential future actions available to
protect the interests of the Group in case of a negative decision
from the Supreme Court,
there remains a material
uncertainty in respect of the ongoing war and the legal dispute in
Ukraine, which are outside of the Group management's control, with
the duration and the impact of the war still unable to be
predicted, and the uncertainty in relation to the independence of
the judicial system and its immunity from economic and political
influences in Ukraine.
In respect of the contested
sureties claim mentioned above, the Supreme Court suspended on 1
April 2024 the possible enforcement of the decision of the
Ukrainian court of appeal, so that such enforcement procedures
cannot be initiated by the claimant until a final decision is made
by the Supreme Court, or the Supreme Court's suspension order is
otherwise lifted. As at the date of the approval of these interim
condensed consolidated financial statements, no decision has been
made by the Supreme Court in the contested sureties claim. The
commencement of the enforcement procedures could potentially have a
material negative impact on the Group's business activities and its
ability to continue as a going concern. See Note 19 Commitments,
contingencies and legal disputes for further information, which
should be read in conjunction with this note.
A supplier and related party to
the Group filed in February 2024 an application to open bankruptcy
proceedings ("creditor protection proceedings") against FPM for an
amount of UAH4.6 million (US$113 thousand as at 30 June 2024). FPM
settled this debt on 18 July 2024 and submitted all documents to
the court for consideration to avoid the possible opening of such
creditor protection proceedings. Although FPM fulfilled its
obligations, the risk of opening of the creditor protection
proceedings remains until closed by the court. An opening of the
creditor protection proceedings might affect FPM's ability to
continue as a going concern and, as a consequence, also the Group.
See Note 19 Commitments, contingencies and legal disputes for
further information, which should be read in conjunction with this
note.
As at the date of the approval of
these interim condensed consolidated financial statements, the
Group's operations, located adjacent to the city of Horishni
Plavni, have not been directly affected by the ongoing war, but
this remains a risk. Should the area surrounding the Group's
operations become subject to the armed conflict, there would be a
significant risk posed to the safety of the Group's workforce and
the local community, as well as a significant risk to key assets
and the infrastructure required for the Group to operate
effectively. See the Update on Principal Risks section for further
information.
Considering the current situation
of the ongoing war and legal disputes in Ukraine, mainly the
contested sureties claim, the Group's ability to swiftly adapt to
the changing circumstances caused by the war, as demonstrated
during the financial years 2023 and 2022, and the results of the
management's going concern assessment, the Group continues to
prepare its interim condensed consolidated financial statements on
a going concern basis. However, as explained above, many of the
identified uncertainties in respect of the ongoing war and legal
disputes are outside of the Group management's control, and are
unpredictable, which may cast significant doubt upon the Group's
ability to continue as a going concern, including a potential
seizure or forced sale of the Group's assets in Ukraine, including
movable, immovable and financial assets, in respect of the
contested sureties claim. See Note 10 Property, plant and equipment
and Note 14 Inventories for further information.
For more information on critical
judgements made by management in preparing these interim condensed
consolidated financial statements, see also Note 19 Commitments,
contingencies and legal disputes in respect of other ongoing legal
proceedings and disputes.
If the Group is unable to continue
to realise assets and discharge liabilities in the normal course of
business, it would be necessary to adjust the amounts in the
statement of financial position in the future to reflect these
circumstances, which may materially change the measurement and
classification of certain figures contained in these interim
condensed consolidated financial statements.
Accounting policies adopted
The accounting policies and
methods of computation adopted in the preparation of the interim
condensed consolidated financial statements are consistent with
those followed in the preparation of the Group's annual financial
statements for the year ended 31 December 2023, except for the
adoption of the new standards, interpretations and amendments to
IFRSs listed below that became effective as of 1 January 2024,
although without an impact on the Group's interim condensed
consolidated financial statements as at 30 June 2024.
·
Amendments to IAS 1 Presentation of Financial Statements
provide guidance on the classification of liabilities with
covenants, and further clarify the classification criteria for
liabilities as either current or non-current.
·
Amendments to IAS 7 Statement of Cash Flows and IFRS 7
Financial Instruments:
Disclosures clarify the characteristics of supplier finance
arrangements and require additional disclosure of such arrangements
to understand the effects of supplier finance arrangements on an
entity's liabilities, cash flows and exposure to liquidity
risk.
·
Amendments to IFRS 16 Leases specify the requirements that a
seller-lessee uses in measuring the lease liability arising in a
sale and leaseback transaction, to ensure the seller-lessee does
not recognise any amount of the gain or loss that relates to the
right of use it retains.
Use of critical estimates and judgements
In the course of preparing
financial statements, management has to make estimates and
judgements that can have a significant impact on the Group's
interim condensed consolidated financial statements.
The most critical accounting
estimates include
·
those required in terms of the computation of the
value in use of the Group's non-current assets as a result of the
Russian invasion into Ukraine in February 2022 (Note 10 Property,
plant and equipment, and Note 12 Goodwill and other intangible
assets);
Critical judgements predominantly
relate to
·
the basis of preparation of these interim
condensed consolidated financial statements in respect of the going
concern assumption (see above) as a result of the ongoing war
and operating in a developing economy,
which may or may not be exacerbated by the war and/or the current
circumstances facing the Group's controlling
shareholder;
·
the application of tax legislation in the
jurisdictions the Group operates (Note 8 Taxation); and
·
the assessment of ongoing legal proceedings and
claims in an environment of political, fiscal and legal
uncertainties (Note 19 Commitments, contingencies and legal
disputes).
The use of inaccurate assumptions
in assessments made for any of these estimates and judgements could
result in a significant impact on the Group's financial position
and financial performance. There are no
significant changes to the afore-mentioned critical estimates and
judgements compared to 31 December 2023. Detailed
description of the critical estimates and judgements are disclosed
in the respective disclosure notes stated above.
Seasonality
The Group's operations are not
affected by seasonality.
Note 3: Segment information
The Group is managed as a single
segment, which produces, develops and markets its principal
product, iron ore pellets, for sale to the metallurgical industry.
While the revenue generated by the Group is monitored at a more
detailed level, there are no separate measures of profit reported
to the Group's Chief Operating Decision-Maker ("CODM"). In
accordance with IFRS 8 Operating
Segments, the Group presents its results in a single
segment, which are disclosed in the interim consolidated income
statement for the Group. Management monitors the operating result
of the Group based on a number of measures including Underlying
EBITDA, gross profit and net cash.
Underlying EBITDA and gross profit
The Group presents the Underlying
EBITDA as it is a useful measure for evaluating its ability to
generate cash and its operating performance. The Group amended its
definition of Underlying EBITDA during period ended 30 June 2024 by
excluding operating foreign exchange gains and losses. The full
definition of Underlying EBITDA and details in respect of the
amended definition are provided in the Alternative Performance
Measures ("APMs") section.
US$000
|
Notes
|
6 months
ended
30.06.24
|
Restated
6 months
ended
30.06.23
|
Restated
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Profit/(loss) before tax and finance
|
|
100,655
|
33,447
|
(60,363)
|
Losses on disposal and liquidation
of property, plant and equipment
|
5
|
45
|
96
|
11
|
Share-based payments
|
|
113
|
719
|
830
|
Write-(backs)/offs and
impairments
|
5
|
(118)
|
(180)
|
978
|
Recognition of provisions for legal
disputes
|
|
-
|
-
|
131,117
|
Depreciation and
amortisation
|
5
|
33,606
|
29,561
|
57,669
|
Operating foreign exchange
(gains)/losses
|
6
|
(55,258)
|
42
|
(31,371)
|
Underlying EBITDA
|
|
79,043
|
63,685
|
98,871
|
US$000
|
Notes
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Revenue
|
4
|
548,535
|
334,010
|
651,795
|
Cost of sales
|
5
|
(314,221)
|
(182,364)
|
(362,495)
|
Gross profit
|
|
234,314
|
151,646
|
289,300
|
Net
cash
Net cash
as defined by the Group comprises cash and cash equivalents less
interest-bearing loans and borrowings.
US$000
|
Notes
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
(unaudited)
|
(audited)
|
(unaudited)
|
Cash and cash equivalents
|
16
|
115,131
|
115,241
|
134,903
|
Interest-bearing loans and
borrowings - current
|
17
|
(3,092)
|
(5,939)
|
(3,012)
|
Interest-bearing loans and
borrowings - non-current
|
17
|
(528)
|
(1,009)
|
(950)
|
Net
cash
|
|
111,511
|
108,293
|
130,941
|
Except for lease liabilities, the
Group does not have any outstanding interest-bearing loans and
borrowings as at 30 June 2024 and the end of the comparative
periods ended 31 December 2023 and 30 June 2023.
The underlying EBITDA and net cash
are Alternative Performance Measures ("APM"). Further information
on the APMs used by the Group, including the definitions, is
provided in the APM
section.
Note 4: Revenue
Revenue for the six-month period
ended 30 June 2024 consisted of the following:
US$000
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Revenue from sales of iron ore
pellets and concentrate
|
|
491,000
|
305,598
|
598,909
|
Freight revenue related to sales of
iron ore pellets and concentrate
|
|
31,334
|
-
|
652
|
Total revenue from sale of iron ore pellets and
concentrate
|
|
522,334
|
305,598
|
599,561
|
Revenue from logistics and bunker
business
|
|
22,709
|
25,675
|
45,343
|
Revenue from other sales and
services provided
|
|
3,492
|
2,737
|
6,891
|
Total revenue
|
|
548,535
|
334,010
|
651,795
|
Information on the commodity risk
related to provisionally priced sales are provided in Note 18 Financial instruments.
Total revenue from sales of iron
ore pellets and concentrate by geographical destination were as
follows:
US$'000
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Europe, including Turkey
|
|
419,527
|
305,907
|
599,869
|
China & South East
Asia
|
|
89,965
|
(84)
|
(83)
|
Middle East & North
Africa
|
|
12,842
|
(225)
|
(225)
|
Total revenue from sale of iron ore pellets and
concentrate
|
|
522,334
|
305,598
|
599,561
|
The Group markets its products
across various regions and the presentation of the sales
segmentation data shown in the table above reflects how the Group
makes its business decisions and monitors its sales.
Information about the composition of the regions
is provided in the Glossary. The Group's sales of iron ore pellets
and concentrate are still impacted by the ongoing war in Ukraine as
it was also the case for the comparative periods ended 30 June 2023
and 31 December 2023. The Group's seaborne sales through the
Ukrainian Black Sea ports were suspended since the beginning of the
war, but resumed again during the six-month period ended 30 June
2024, albeit still at a significantly lower level and at higher
costs due to war related risk premiums to be paid.
Note 5: Operating expenses
Operating expenses for the
six-month period ended 30 June 2024 consisted of the
following:
US$000
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Cost of sales
|
|
314,221
|
182,364
|
362,495
|
Selling and distribution
expenses
|
|
147,750
|
73,667
|
161,315
|
General and administrative
expenses
|
|
31,968
|
31,586
|
63,509
|
Other operating expenses
|
|
14,479
|
14,619
|
28,788
|
Total operating expenses
|
|
508,418
|
302,236
|
616,107
|
Total operating expenses
include:
US$000
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Inventories recognised as an expense
upon sale of goods
|
|
304,935
|
167,033
|
339,349
|
Employee costs (excl. logistics and
bunker business)
|
|
42,091
|
38,564
|
73,924
|
Inventory movements
|
|
9,469
|
8,385
|
3,910
|
Depreciation of property, plant and
equipment and right-of-use assets
|
3
|
33,380
|
29,181
|
56,294
|
Amortisation of intangible
assets
|
3
|
226
|
380
|
1,375
|
Royalties
|
|
19,675
|
12,928
|
24,693
|
Costs of logistics and bunker
business
|
|
27,756
|
27,587
|
57,739
|
Audit and non-audit
services
|
|
971
|
1,267
|
1,924
|
Community support
donations
|
|
3,685
|
1,672
|
3,781
|
Write-(backs)/offs and impairments
|
|
(118)
|
(180)
|
978
|
Losses on disposal and liquidation
of property, plant and equipment
|
|
45
|
96
|
11
|
US$000
|
Notes
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Write-(backs)/offs
of inventories
|
|
(123)
|
(196)
|
177
|
Write-off of property, plant and
equipment
|
|
5
|
16
|
606
|
Write-off of receivables and
prepayments
|
|
−
|
-
|
195
|
Total write-(backs)/offs
|
|
(118)
|
(180)
|
978
|
Note 6: Foreign exchange gains and losses
Foreign exchange gains and losses
for the six-month period ended 30 June
2024 consisted of the
following:
US$000
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Operating foreign exchange gains/(losses)
|
|
|
|
|
Conversion of trade
receivables
|
|
55,162
|
1
|
31,685
|
Conversion of trade
payables
|
|
26
|
(19)
|
(177)
|
Others
|
|
70
|
(24)
|
(137)
|
Total operating foreign exchange
gains/(losses)
|
|
55,258
|
(42)
|
31,371
|
Non-operating foreign exchange
(losses)/gains
|
|
|
|
|
Conversion of interest-bearing
loans
|
|
(26,196)
|
598
|
(11,740)
|
Conversion of cash and cash
equivalents
|
|
398
|
1,903
|
1,895
|
Others
|
|
822
|
139
|
1,911
|
Total non-operating foreign exchange
(losses)/gains
|
|
(24,976)
|
2,640
|
(7,934)
|
Total foreign exchange gains
|
|
30,282
|
2,598
|
23,437
|
Operating foreign exchange gains
and losses are those items that are directly related to the
production and sale of pellets (e.g. trade receivables, trade
payables on operating expenditure) whereas non-operating gains and
losses are those associated with the Group's financing and treasury
activities and with local income tax payables.
The translation differences and
foreign exchange gains and losses are predominantly dependent on
the fluctuation of the exchange rate of the Ukrainian hryvnia
against the US dollar and the outstanding US dollar denominated
receivable balances in Ukraine. A devaluation of the local currency
has generally a positive effect on the Group's production costs and
results in operating foreign exchange gains on the conversion of
the Ukrainian subsidiaries' trade receivables denominated in US
dollar. The effect arising on the translation of non-US dollar
functional currency operations, mainly in Ukrainian hryvnia, are
included in the translation reserve. See
Note 20 Share capital and reserves for further
details.
The Ukrainian hryvnia devalued
from 37.982 to 40.537 (-7%) compared to the US dollar during the period ended 30
June 2024. The local currency was unchanged at 36.568 from 21 July
2022 to the comparative period ended 30 June 2023, before
depreciating to 37.982 during the last quarter of 2023. A
devaluation of the local currency can result in significant foreign
exchange gains on US dollar denominated receivable balances,
depending on the underlying net balances, and a reduction of the
Group's net assets as a significant portion of assets and
liabilities of the Ukrainian subsidiaries are denominated in the
local currency.
The table below shows the closing
and average rate of the most relevant currencies of the Group
compared to the US dollar.
|
Average exchange
rate
|
Closing exchange
rate
|
Against US$
|
6 months
ended
30.06.24
|
6
months
ended
30.06.23
|
Year
ended
31.12.23
|
As at
30.06.24
|
As
at
31.12.23
|
As
at
30.06.23
|
UAH
|
39.009
|
36.569
|
36.574
|
40.537
|
37.982
|
36.569
|
EUR
|
0.925
|
0.925
|
0.925
|
0.933
|
0.906
|
0.919
|
Note 7: Net finance expense
Finance expense and income for the
period ended 30 June 2024 consisted of the following:
US$000
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Finance expense
|
|
|
|
|
Interest expense on loans and
borrowings
|
|
(1)
|
(35)
|
−
|
Net interest on defined benefit
plans
|
|
(1,249)
|
(1,459)
|
(2,640)
|
Bank charges
|
|
(296)
|
(701)
|
(1,118)
|
Interest expense on lease
liabilities
|
|
(106)
|
(55)
|
(85)
|
Other finance costs
|
|
(260)
|
(343)
|
(859)
|
Total finance expense
|
|
(1,912)
|
(2,593)
|
(4,702)
|
Finance income
|
|
|
|
|
Interest income
|
|
1,897
|
1,952
|
4,602
|
Other finance income
|
|
7
|
-
|
(4)
|
Total finance income
|
|
1,904
|
1,952
|
4,598
|
Net
finance expense
|
|
(8)
|
(641)
|
(104)
|
Except for lease liabilities, the
Group does not have any outstanding interest-bearing loans and
borrowings and no borrowing costs are therefore capitalised. See
Note 17 Interest-bearing loans and borrowings for
further information.
Note 8: Taxation
The Group pays corporate profit
tax in a number of jurisdictions, Ukraine, Switzerland, the United
Kingdom and the U.A.E. (Dubai), and its effective tax rate is
subject to various factors outside of the Group's control. This
includes the volatility in the global iron pellet market and
foreign exchange rates, primarily between the Ukrainian hryvnia and
the US dollar. For the period ended 30 June 2024, the income tax
expense was recorded based on an expected weighted average
statutory income tax rate of 23.7% for the financial year 2024
(30 June 2023: 16.0%) before any special items included in the
profit before tax for the period and income tax expense. The
expected tax rate for a financial year is computed based on the
expected taxable profits in the Group's major jurisdictions taken
from the latest forecast multiplied with the enacted statutory tax
rates in these jurisdictions.
The effective tax rate as of 30
June 2024 is 26.7% (30 June 2023: 23.8%; 31 December 2023: 26.1%
before the effect of the recognised provision for legal disputes in
the amount of US$131,177 thousand), which results from the net
effects of an under-provision for a previous year of US$1,477
thousand and a withholding tax expense of US$588 thousand incurred
on intercompany dividend payments included in income tax expense.
Without these special effects, the effective tax rate would have
been 23.9% (30 June 2023: 13.3%; 31 December 2023: 15.1%).The
effective tax rates for the comparative periods were affected by
the release of a tax provision for a previous year (30 June 2023:
US$7,174 thousand; 31 December 2023: US$7,174 thousand), an
additional allowance on deferred tax assets (30 June 2023: US$4,813
thousand; 31 December 2023: US$10,145 thousand) and withholding tax
expense on intercompany dividends (30 June 2023: US$3,166 thousand;
31 December 2023: US$3,943 thousand) included in the total income
tax expense.
The income tax expense for the
period ended 30 June 2024 consisted of the following:
US$000
|
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Current income tax
|
|
|
|
|
|
Current income tax charge
|
|
|
17,554
|
15,204
|
12,672
|
Amounts related to previous
years
|
|
|
1,885
|
(7,057)
|
(1,601)
|
Total current income tax
|
|
|
19,439
|
8,147
|
11,071
|
Deferred income tax
|
|
|
|
|
|
Origination and reversal of
temporary differences
|
|
|
742
|
290
|
5,281
|
Total deferred income tax
|
|
|
742
|
290
|
5,281
|
Total income tax expense
|
|
|
20,181
|
8,437
|
16,352
|
The net income tax payable as at
30 June 2024 consisted of the following:
US$000
|
|
6 months ended
30.06.24
|
Year
ended
31.12.23
|
6 months
ended 30.06.23
|
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Income tax receivable
balance
|
|
65
|
2,432
|
1,739
|
Income tax payable
balance
|
|
(16,239)
|
(15,202)
|
(18,792)
|
Net
income tax payable
|
|
(16,174)
|
(12,770)
|
(17,053)
|
Critical judgements
The Group operates across a number
of jurisdictions through its value chain and prices its sales
between its subsidiaries using international benchmark prices for
comparable products covering product quality and applicable freight
costs. The Group judges these to be on terms which comply with
applicable legislation in the jurisdictions in which the Group
operates.
In connection with two audits
initiated by the State Tax Service of Ukraine ("STS") , formerly
known as State Fiscal Service of Ukraine ("SFS"), on 18 February
and on 14 June 2021 the Group's two major subsidiaries in
Ukraine received tax audit reports on 13 September 2023 and 8
November 2023, stating potential claims for underpayment of
corporate profit taxes in Ukraine of UAH2,162 million (US$53,333
thousand as at 30 June 2024), including fines and penalties, and
UAH259 million (US$6,389 thousand as at 30 June 2024), without potential fines and penalties,
respectively. The two claims received are in relation to
cross-border transactions for iron ore products between the two
Ukrainian subsidiaries of the Group and two subsidiaries of the
Group outside of Ukraine during the financial years 2015 to 2017.
Both subsidiaries filed the objections against the potential claims
stated in the tax audit reports received and the first preparatory
meetings took take place in April and May 2024 and the preparatory hearings are still ongoing and, as a result, no
final decisions have been made for the claims received by the
Group's subsidiaries in Ukraine.
Based on past experience, it is to
be expected that no agreements will be reached with the tax
authorities and that the claims will be heard by the courts in
Ukraine. The amount stated in one of the tax
audit reports is excluding potential fines and penalties and the
magnitude of fines and penalties for this specific claim may not be
known until the final tax report is issued by the tax
authorities.
Despite a partially negative
verdict of the Supreme Court received in respect of claims made by
the SFS as a result of a tax audit of cross-border transactions for
the period from 1 September 2013 to 31 December 2015, it is still
the Group's position that the two Ukrainian subsidiaries have
complied with the applicable legal provisions in all its
cross-border transactions based on the relevant technical grounds,
including those during the financial years 2015 to 2017 for which
the substantial claims have been received. It is the Group's
position that the STS used the verdict of the Supreme Court on the
claims for the period from 1 September 2013 to 31 December 2015 as
a precedent for the claims made for cross-border transactions
during the financial years 2015 to 2017, although the Supreme Court
did not appropriately consider relevant technical grounds and the
applicable legislation when ruling on this specific
case.
In terms of the claims received,
the Group will continue to defend its methodology applied to
determine the prices between its subsidiaries in the Ukrainian
courts, but there is a risk that the independence of the judicial
system and its immunity from economic and political influences in
Ukraine is not upheld. As at the date of the approval of these
interim condensed consolidated financial statements, no final court
decisions have been made for the claims received by the two
Ukrainian subsidiaries of the Group totalling UAH2,162 million
(US$53,333 thousand as at 30 June 2024) and UAH259 million
(US$6,389 thousand as at 30 June 2024) and, as a consequence, no
provisions have been recorded as at 30 June 2024, neither for the
claims received nor for any subsequent years, which might also be
material, as it is impossible to reasonably quantify the potential
exposure. See Note 19 Commitments, contingencies and legal disputes
for further information.
Separate from the cases mentioned
above, on 23 June 2020 Ferrexpo Poltava Mining ("FPM") received a
court ruling, which grants access to information and documents to
the State Bureau of Investigation in Ukraine ("SBI") in relation to
the sale of iron ore products to two subsidiaries of the Group
outside of Ukraine during the years 2013 to 2019. FPM cooperated
with the SBI and provided the requested information as per the
court ruling to support these investigations. Except for the SBI
raid of FPM offices on 20 October 2023, which intended to collect
documents and information for ongoing transfer pricing
investigations there have been no further actions or new
requests.
In accordance with the provisions
of IFRIC 23 Uncertainty over
income tax treatments, the Group reviewed and reassessed its
exposure in respect of all uncertain tax positions, including the
claims received and for cross-border transactions in subsequent
years. It is the position of the management of the Group and the
Group's external tax advisors that the Ukrainian legislation and
regulations on taxation are not always clearly written and are
therefore subject to varying interpretations and inconsistent
enforcement by local, regional and national tax authorities.
Considering the uncertainties in terms of the legal and tax
framework in Ukraine, the Group will continue to defend its pricing
methodology applied during all the years in the courts in Ukraine.
An unfavourable outcome of any future court proceedings would have
an adverse impact on the Group's total income tax expense and
effective tax rate in future periods, as it was the case in respect
of the legally binding decision of the Supreme Court received in
June 2022. See also the Update on Principal Risks section for
further information on the Ukraine country risk.
Except for the matters in Ukraine
mentioned above, the Group is not aware of any other significant
challenges by local tax authorities in any jurisdictions in which
the Group operates. However, the application of international and
local tax legislation and regulations can be complex and requires
judgement to assess possible associated risks, particularly in
relation to the Group's cross-border operations and
transactions.
The net deferred income tax assets
as at 30 June 2024 consisted of the following:
US$000
|
|
6 months ended
30.06.24
|
Year
ended
31.12.23
|
6 months
ended 30.06.23
|
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Total deferred tax assets
|
|
9,247
|
10,149
|
14,168
|
Total deferred tax
liabilities
|
|
(3,333)
|
(2,729)
|
(1,334)
|
Net
deferred tax assets
|
|
5,914
|
7,420
|
12,834
|
The net deferred tax asset balance
of US$6,152 thousand includes net deferred tax assets totalling
US$9,166 thousand related to temporary differences of the Group's
two major subsidiaries in Ukraine, with the remaining balance
reflecting deferred tax liabilities of subsidiaries outside of
Ukraine. The net deferred tax assets in Ukraine are net of an
allowance of US$20,324 thousand (31 December 2023 US$20,407
thousand; 30 June 2023: US$15,562 thousand). The recoverability of
these deferred tax assets depends on the level of taxable profits
realised by the two subsidiaries in future periods and the duration
of the unwind of the temporary differences. Due to the material
uncertainty in terms of the Group's going concern, the relevant
period for the recovery of the recognised net balance of deferred
tax assets has been aligned to the period of the going concern
assessment. Based on the forecast taxable
profits of the Ukrainian subsidiaries for the period covered by the
going concern assessment and the expected timing of the unwind of
some of the temporary differences, no additional
allowances were to be booked as at the end of the six-month period
ended 30 June 2024. Temporary differences of US$490,900 thousand,
including the effect from the allowance mentioned above, have not
been recognised as at 30 June 2024 (December 2023: US$442,192
thousand). The vast majority relates to impairment losses of
US$227,137 thousand and provisions for legal disputes of US$131,117
thousand related to previous years.
The level of taxable profits of
the Group's subsidiaries in the different jurisdictions depends on
many factors, such as the volatility in the global iron pellet
market and foreign exchange rate changes, but also on the
implications of the ongoing war in Ukraine, mainly in terms of the
available logistics network in the country.
BEPS - Pillar Two
Whilst the Group's consolidated
revenues were less than EUR750 million for the financial year 2023,
the Group is considered to be in the scope of the BEPS Pillar Two
Model Rules as the consolidated revenues for the financial years
2022 and 2021 were well above the threshold set and this level is
expected to be achieved again once the war in Ukraine comes to an
end.
The Group makes use of the
temporary exception issued by the IASB in May 2023 in respect of
the accounting requirements for deferred taxes under IAS 12. As a
result, the Group does neither recognise nor disclose any
information on deferred tax assets and liabilities related to
Pillar Two income taxes in its interim condensed consolidated
financial statements, which is consistent with the application in
the Group's annual financial statements for the financial year
2023.
Based on the BEPS Pillar Two
Global Anti-Base Erosion ("GloBE") Model Rules, the parent company
of the Group, Ferrexpo plc with its tax domicile in Switzerland, is
the Ultimate Parent Entity ("UPE") and, as a result, the enacted
legislation in Switzerland is most relevant for the Group. On 22
December 2023, the Swiss government enacted the Pillar Two income
taxes legislation effective from 1 January 2024. The legislation in
Switzerland currently only provides for the Qualifying Domestic
Minimum Top-up Tax ("QDMTT") and the implementation of the other
elements of the BEPS Pillar Two Rules, including the Income
Inclusion Rule ("IIR") and the Undertaxed Profits Rule ("UTPR") is
postponed.
Although the Group's effective tax
rate for the six-month period ended 30 June 2024 is well above the
minimum tax rate of 15.0%, there are two jurisdictions where the
Group is operating with enacted statutory tax rates below the
minimum tax rate of 15.0% set under the BEPS Pillar Two Model
Rules. As a result of the legislation enacted in Switzerland, the
Group's subsidiaries in Switzerland are subject to the QDMTT for
taxable profits from the financial year 2024 whereas those of the
Group's subsidiary in the U.A.E. (Dubai) are neither subject to IIR
or UTPR in any other jurisdiction, as not implemented by the
relevant tax jurisdictions. It is expected that the profits of this
subsidiary will become subject to taxation under the IIR or UTPR as
of 1 January 2025.
Based on the expected profit split
for the financial year 2024 and considering the effects from the
QDMTT, the IIR and the UTPR under the BEPS Pillar Two GloBE Model
Rules, the impact on the Group's income tax expense is expected to
be insignificant.
The Group's future effective tax
rate, before any special items included in the profit before tax
for the period and the income tax expense, is expected to be in a
range of 17.0% to 19.0%. The Group's effective tax rate is also
dependent on the volatility in the global iron ore pellet market
and on foreign exchange rate movements, primarily between the
Ukrainian hryvnia and the US dollar, and any one-off events, such
as impairment losses that might not be tax deductible in some
jurisdictions.
Note 9: Earnings per share and dividends paid and
proposed
Basic earnings per share ("EPS")
are calculated by dividing the net profit for the period
attributable to ordinary equity shareholders of Ferrexpo plc by the
weighted average number of Ordinary Shares.
Diluted earnings per share are
calculated by adjusting the weighted average number of Ordinary
Shares in issue on the assumption of conversion of all potentially
dilutive Ordinary Shares. All share awards are potentially dilutive
and have been considered in the calculation of diluted earnings per
share.
|
|
6 months ended 30.06.24
(unaudited)
|
6 months
ended 30.06.23 (unaudited)
|
Year
ended 31.12.23
(audited)
|
Earnings/(loss) for the period/year attributable to equity
shareholders - per share in US cents
|
|
|
|
|
Basic
|
|
9.43
|
4.59
|
(14.41)
|
Diluted
|
|
9.26
|
4.54
|
(14.41)
|
|
|
|
|
|
Profit/(loss) for the period/year attributable to equity
shareholders - US$000
|
|
|
|
|
Basic and diluted
earnings/(loss)
|
|
55,471
|
27,002
|
(84,775)
|
|
|
|
|
|
Weighted average number of shares -
thousands
|
|
|
|
|
Basic number of ordinary shares
outstanding
|
|
588,335
|
588,212
|
588,274
|
Effect of dilutive potential
ordinary shares
|
|
10,709
|
6,706
|
8,847
|
Diluted number of ordinary shares
outstanding
|
|
599,044
|
594,918
|
597,121
|
The increase of the effect of
dilutive potential ordinary shares is due to the transfer of
treasury shares to the employee benefit trust reserve. See Note 20
Share capital and reserves for additional information.
The basic number of ordinary
shares is calculated by subtracting the weighted average of shares
held in treasury and employee benefit trust reserves from the total
number of ordinary shares in issue.
Dividends proposed and paid
Considering the continued
unpredictable situation in Ukraine, no interim dividends were
proposed for the six-month period ended 30
June 2024 as at the date of the approval
of these interim condensed consolidated financial
statements. Considering the provisions of
the Companies Act 2006 and relevant thin capitalisation rules, the
total available distributable reserves of Ferrexpo plc would be
approximately US$119,520 thousand for the remainder of the
financial year 2024.
Future distributable reserves at
the Ferrexpo plc level are also dependent on the payment of
dividends by the subsidiaries to the respective parent companies
within the Group. Distributable profits at subsidiaries' level are
also subject to potential impairment losses to be or already
recorded in the respective stand-alone statutory financial
statements as a result of war-related uncertainties. Certain Group
companies are currently restricted from paying dividends outside of
Ukraine as a result of Ukrainian currency control measures imposed
under Martial Law. Furthermore, the uncertainties related to the
political environment and the independence of the legal system and
other circumstances facing the Group (see Note 19 Commitments,
contingencies and legal disputes) could also have a negative impact
on Ferrexpo plc's ability and potential for future dividend
payments. As at 31 December 2023, one of the Group's subsidiaries
in Ukraine recognised provisions for legal disputes totalling
US$128,050 thousand reducing the distributable profits of this
subsidiary by this amount. The provisions in Ukrainian hryvnia
remained unchanged as at 30 June 2024, but the amount in US dollar
decreased to US$119,979 thousand as a result of the devaluation of
the local currency in Ukraine. Although this subsidiary still has a
considerable amount of distributable profits, an outflow of funds
in this amount would have an adverse impact on the Group's
available liquidity for potential future dividend
payments.
US$000
|
|
6 months
ended
30.06.24
|
6 months
ended 30.06.23
|
Year
ended
31.12.23
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Dividends paid during the period
|
|
|
|
|
Dividends on vested 2021 LTIP
awards
|
|
44
|
−
|
−
|
Dividends on vested 2020 LTIP
awards
|
|
−
|
449
|
456
|
Total dividends paid during the period
|
|
44
|
449
|
456
|
Although accounts are published in
US dollars and dividends are declared in US dollars, the shares are
denominated in UK Pounds sterling and dividends are therefore paid
in UK Pounds sterling.
Note 10: Property, plant and equipment
During the six-month period ended
30 June 2024, the additions to property, plant and equipment
totalled US$61,441 thousand (31 December 2023: US$112,093 thousand;
30 June 2023: US$64,740 thousand) and the net book value of the
disposals of property, plant and equipment totalled US$6,065
thousand (31 December 2023: US$4,216 thousand; 30
June 2023: US$978 thousand).
The total depreciation charge for
the period was US$33,380 thousand (31 December 2023: US$58,888
thousand; 30 June 2023: US$31,200 thousand).
The carrying value of property,
plant and equipment includes capitalised borrowing costs on
qualifying assets totalling US$27,608 thousand (31 December 2023: US$32,110
thousand; 30 June 2023: US$34,947 thousand).
No borrowing costs are capitalised
any longer as the Group does not have any borrowing costs
attributable to qualifying assets.
Critical estimates
During the financial year 2023,
the Group continued to demonstrate a high level of commitment and
resilience that enabled it to operate at a constant, but lower
capacity, with a high degree of flexibility to adapt its operations
to changing circumstances. However, as at the date of the approval
of these interim condensed consolidated financial statements, the
war in Ukraine is still ongoing and the duration is difficult to
predict.
The ongoing war continues to have
an adverse impact on the Group's production volume and cash flow
generation and it is expected that this will continue to be the
case until the war comes to an end. As in previous years
since the start of the war, the production volume of the Group
still depends primarily on the currently possible sales volume, as
certain logistics networks are not yet fully available, and on the
constant availability of the electricity supplies.
The Group's impairment test is
based on cash flow projections over the remaining estimated lives
of the GPL and the Yerystivske deposits, which are expected to
expire in 2058 and 2048, respectively, according to the current
approved mine plans. The cash flow projection is based on a
financial long-term model approved by senior management and the
estimated future production volumes do not consider the effects of
expected future mine life extension programmes. Significant
judgements and estimates are used when preparing the financial
long-term model of the Group, which are, together with the key
assumptions used, reviewed by the Audit Committee with a specific
focus on the realistically plausible production volumes in light of
the current situation in Ukraine, expected realised sales prices
and production cost forecasts as well as the discount rate used to
discount the cash flows.
The Group's long-term model was
updated again in July 2024 using management's best estimate of
reasonably conservative key assumptions, taking also into account
the current circumstances the Group must operate in. In terms of
the key assumptions used, an average iron ore price of US$107 per
tonne of 65% Fe fines CFR North China was used in the assumptions
for the cash flow projection for the next five years. When
assessing its expected future long-term selling price, the Group
considers external and internal analysis of the short-term and
longer-term supply and demand dynamics on the international market
for iron ore products as well as more specific local supply and
demand balances affecting its major customers. The level of the
Group's production remains predominantly dependent on the access to
logistic routes within Ukraine as the production volume is still to
be aligned to currently possible sales to minimise working capital
outflow and maintain a solid net cash position. As a result, the
production capacity used for the base-case cash flow projection is
expected to be approximately 54% of the pre-war level for the
financial year 2024, before an increase to approximately 80% in
2025 and an expected recovery to pre-war levels
in 2026. The planned increase of the future production
capacity has been adversely affected by the war as the work on
certain growth projects had to be slowed down or even halted to
preserve the Group's available to mitigate the lower cash flow
generation. There is no perpetual growth rate applied for the cash
flow projections beyond the last year covered by the Group's
long-term model. The Group's expected major cost components, such
as production and shipping costs, are determined taking into
account local inflationary pressure, major exchange rate
developments between the Ukrainian hryvnia and the US dollar, the
short-term and longer-term trends in energy supply and demand and
the expected movements in steel-related commodity prices, which
could have a material effect on the cost of certain production
input materials. An average devaluation of the hryvnia of 6.1% per
year was assumed over the next five years in the Group's cash flow
projection, with the expected local inflation having an offsetting
effect.
The key assumptions used for the
preparation of the Group's long-term model are:
Key assumptions
|
Basis
|
Future sales and
production
|
Proved and probable reserves and
available logistics capacity and power supply
|
Commodity prices
|
Contract prices and longer-term
price estimates
|
Capital expenditures
|
Future sustaining capital
expenditures
|
Cost of raw materials and other
production/distribution costs
|
Expected future cost of
production
|
Exchange rates
|
Longer-term predictions of market
exchange rates
|
Nominal pre-tax discount
rate
|
Cost of capital risk adjusted for
the resource concerned
|
The outcome of the Group's
impairment test depends primarily on the forecast cash flow
generation and the nominal pre-tax discount rate to be applied. The
WACC of 22.3% (31 December 2023: 23.0%) is still significantly
higher than the pre-war WACC of 13.8% as at 31 December 2021
reflecting the current situation in Ukraine as underlying
macro-economic data is still adversely affected by the
war.
Based on the base case of the
Group's impairment test prepared as at the end of the six-month
period ended 30 June 2024 for the Group's interim condensed
consolidated financial statements, there is no
additional impairment loss on the Group's single
cash-generating unit's operating non-current assets, including
property, plant and equipment as well as other intangibles assets
and other non-current assets, to be recognised as at 30 June 2024.
The key assumptions in respect of production and sales volumes, and
of production costs, are largely dependent on the easing of the
war-related risks facing the Group's business in Ukraine, and
therefore a wide range of alternative outcomes is possible,
reflecting a continued high level of uncertainty.
A delay of the recovery of the
production and sales volumes to a pre-war level by another year,
with all other assumptions remaining unchanged, would reduce the
value in use of the Group's non-current operating assets by
approximately US$316,900 thousand. A reduction of the realised
price by 10% in 2024 and 5% for each year until 2048 would reduce
the value in use by approximately US$239,800 thousand and a
decrease of the production and sales volume by 10%, combined with
an increase of the production costs by 5%, again for the entire
period of the assessment, would reduce the value in use by
approximately US$328,000 thousand whereas every 1.0% increase of
the nominal pre-tax discount rate would impact the value in use by
approximately US$46,100 thousand, with all other assumptions
remaining unchanged.
The impairment losses of
US$254,477 thousand recorded during the financial year 2022, of
which an amount of US$219,931 thousand was allocated to various
asset categories within property, plant and equipment, will be
re-assessed again at the end of any future reporting periods. If
there are positive developments in the Group's future cash flow
generation and the relevant macro-economic data, the impairment
loss or a portion of it might reverse in future periods.
Conversely, an adverse change in the above key assumptions might
further reduce the value in use of the Group's operating
non-current assets. As at 30 June 2024, there is no partial or full
reversal of the impairment loss recognised during the financial
year 2022 to be recorded.
As disclosed in Note 2 Basis of
preparation and Note 19 Commitments, contingencies and legal
disputes, the Group announced on 29 January 2024 that a Ukrainian
court of appeal has confirmed a claim against Ferrexpo Poltava
Mining ("FPM") in the amount of UAH4,727 million
(US$116,608 thousand as at 30 June 2024), in respect of contested
sureties. Despite the fact that it was management's view that FPM
has compelling arguments to defend its position in the Supreme
Court of Ukraine, given the magnitude of this specific claim and
the underdeveloped and fragile judicial system in Ukraine, the
Group recorded a full provision for this claim as at 31 December
2023 in accordance with IAS 37 Provisions, contingent liabilities and
contingent assets. If the ruling of the Supreme Court is not
in favour of FPM, there is a risk that some of the Group's
property, plant and equipment will be seized or subject to a forced
sales process as part of the enforcement proceedings. Although the
Group has recognised a provision for the full amount of the
contested sureties claim, there is a risk that any assets subject
to seizure or a forced sales process are valued at an amount which
is different than their current carrying values as at 30 June 2024.
Note 2 Basis of preparation provides further information in terms
of the possible implications on the Group's ability to continue as
a going concern.
Note 11: Right-of-use assets and lease
liabilities
As at 30 June 2024, right-of-use
assets totalled US$3,497 thousand (31 December 2023: US$6,852
thousand; 30 June 2023: US$3,838 thousand). The additions to the
right-of-use assets totalled US$5,824 thousand and US$55 thousand
for the comparative periods ended 31 December 2023 and 30 June
2023. No such additions during the period ended 30 June 2024.
The total depreciation charge for the period was
US$2,930 thousand (31
December 2023: US$5,128 thousand; 30 June 2023: US$2,559
thousand).
As at 30 June 2024, the carrying
amount of the lease liabilities consisted of the
following:
US$000
|
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Non-current
|
|
528
|
1,009
|
950
|
Current
|
|
3,092
|
5,939
|
3,012
|
The total cash outflow for leases
falling under the scope of IFRS 16 Leases during the period ended 30 June
2024 was US$2,904 thousand (31 December 2023: US$5,562 thousand; 30 June 2023:
US$2,792 thousand). During the period ended 30 June 2024 US$359
thousand was recognised as an expense in the
interim consolidated income statement in respect of short-term
leases with a corresponding impact on the net cash flows from
operating activities (31 December 2023: US$740 thousand; 30 June
2023: US$318 thousand). Furthermore, interest expense on lease
liabilities in the amount of US$106
thousand was recognised in the interim
consolidated income statement during the period ended 30 June 2024
(31 December 2023: US$85 thousand; 30 June 2023: US$55
thousand).
Lease related commitments for
future contingent rental payments were US$ US$103,603 thousand as
at 30 June 2024 (31 December 2023: US$118,124 thousand; 30 June
2023: US$110,322 thousand). These
commitments include future cash flows dependent on non-fixed rates
related to the long-term portion of leases of land not used for the
direct extraction of ore and accounted for under IFRS 16 whereas
the short-term portion is recognised as lease liability in the
interim consolidated statement of financial position.
Note 12: Goodwill and other intangible
assets
During the six-month period ended
30 June 2024, the additions to the intangible assets totalled
US$356 thousand
(31 December 2023: US$121 thousand; 30 June 2023: US$89 thousand).
The total amortisation charge for the period was US$226 thousand (31 December 2023:
US$1,375 thousand; 30 June 2023: US$281 thousand).
Critical estimates
Information on the critical
estimates used for the Group's impairment test performed as at 30
June 2024 are provided in Note 10 Property, plant and
equipment.
The impairment test performed as at
30 June 2024 did not result in an additional impairment
loss.
Note 13: Other taxes recoverable and
prepaid
As at 30 June 2024, taxes
recoverable and prepaid comprised:
US$000
|
|
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
VAT receivable
|
|
|
43,753
|
25,639
|
41,961
|
Other taxes prepaid
|
|
|
656
|
652
|
5,150
|
Total other taxes recoverable and prepaid -
current
|
|
|
44,409
|
26,291
|
47,111
|
As at 30 June 2024,
US$41,158 thousand of
the VAT receivable relates to the Group's Ukrainian business
operations (31 December 2023: US$23,916 thousand; 30 June 2023: US$39,527 thousand).
The total VAT receivable balance
in the table above is net of an allowance of US$1,174 thousand (31 December 2023:
US$3,188 thousand; 30 June 2023: US$1,174 thousand) to reflect the
uncertainties in terms of the timing of the recovery of VAT
receivable balances, mainly in respect of one of the Group's
subsidiaries in Ukraine.
The Group received regular VAT
refunds in Ukraine during the six-month
period ended 30 June 2024. Regular refunds in future periods do
also depend on the situation in Ukraine and how the country
continues to cope with the state budget constraints as a result of
the ongoing war. There are no material VAT
receivable balances overdue in Ukraine as at 30 June 2024 or as at
the end of the comparative periods ended 31 December 2023 and 30
June 2023.
Note 14: Inventories
As at 30 June 2024, inventories
comprised:
US$000
|
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Raw materials and
consumables
|
|
49,989
|
47,302
|
48,369
|
Spare parts
|
|
84,583
|
88,000
|
94,057
|
Finished ore pellets
|
|
37,173
|
45,040
|
49,563
|
Work in progress
|
|
20,442
|
18,844
|
14,499
|
Other
|
|
2,303
|
2,243
|
2,573
|
Total inventories - current
|
|
194,490
|
201,429
|
209,061
|
Weathered ore
|
|
5,512
|
5,883
|
6,277
|
Total inventories - non-current
|
|
5,512
|
5,883
|
6,277
|
Total inventories
|
|
200,002
|
207,312
|
215,338
|
Inventories are held at the lower
of cost or net realisable value.
Historically, inventories
classified as non-current comprised of low-grade and weathered ore
that were, based on the Group's processing plans, not planned to be
processed within the next 12 months. The balance of
US$5,512 thousand as
at 30 June 2024 is net of
impairment losses of US$231,111 thousand recorded as of 31 December
2021, as it was not possible to reliably predict when required
additional processing capabilities will be available to
specifically process the stockpiled low-grade and weathered ore.
The stockpiled low-grade ore is still considered as an asset for
the Group and a portion of or all of the impairment losses might
reverse in the future, once changed facts and circumstances can be
considered in the net realisable value test of this asset. Due to
the ongoing war in Ukraine, it is currently impossible to
accelerate the commenced engineering studies for the exploration of
possible options for new processing capabilities required to
specifically process low-grade ore, so that there are still no
changes in facts and circumstances to be considered as at 30 June
2024.
During the six-month period ended
30 June 2024, 3,003 thousand tons of low-grade
ore in the amount of US$29,821
thousand was
extracted and stockpiled, but directly recognised in the interim
condensed consolidated financial statements, included in cost of
sales, due to the uncertainties in respect of the expected time of
processing. No such ore was
extracted during the
comparative periods ended 31 December 2023 and 30 June 2023
as a result of the lower
mining activity due to the ongoing war and the reduced operating
activity.
As disclosed in Note 2 Basis of
preparation and Note 19 Commitments, contingencies and legal
disputes and, there is a risk that some of the Group's inventories
are seized or subject to a forced sales process, if enforcement
procedures in respect of an ongoing legal dispute commence.
Although the Group has recognised a provision for the full amount
of the contested sureties claim, there is a risk that the future
net realisable value of potentially seized finished goods subject
to any potential seizure or forced sales process is different than
the value recognised at cost in the consolidated financial
statements as at 30 June 2024.
Note 15: Prepayments and other current
assets
As at 30 June 2024, prepayments
and other current assets comprised prepayments to suppliers for
goods and services in the amount of US$21,972 thousand (31 December
2023: US$17,658 thousand; 30 June 2023: US$21,352 thousand) and
prepaid expenses totalling US$4,843 thousand (31 December 2023:
US$3,598 thousand; 30 June 2023: US$3,326 thousand).
As at the end of the comparative
period ended 30 June 2023, prepayments and other assets also
included cash deposits in the amount of
US$13,026 thousand. These deposits relate to
letters of credit that are expected to be released only after three
months from the date of inception of the letters of credit whereas
deposits related to letters of credits with a maturity within three
months are classified as cash equivalents. No such cash deposits
have been made as at 30 June 2024 and 31 December
2023.
The total balance of prepayments
and other current assets as at 30 June 2024 include
US$699 thousand
(31 December 2023: US$513 thousand; 30 June 2023: US$692 thousand)
made to related parties. The detailed related
party disclosures are made in Note 21 Related party
disclosures.
Note 16: Cash and cash equivalents
As at 30 June 2024, cash and cash
equivalents comprised:
US$000
|
Notes
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
(unaudited)
|
(audited)
|
(unaudited)
|
Cash at bank and on hand
|
|
115,131
|
115,241
|
134,903
|
Total cash and cash equivalents
|
3
|
115,131
|
115,241
|
134,903
|
The balance of cash and cash
equivalents held in Ukraine amounts to US$5,809 thousand as at 30
June 2024 (31 December 2023: US$11,175 thousand; 30 June 2023:
US$14,503 thousand). Despite the foreign exchange control measures
imposed under Martial Law in Ukraine (see Note 19 Commitments,
contingencies and legal disputes), this balance is fully available
to the Group for its operations in Ukraine and is therefore not
considered to be restricted.
Information on the Group's gross
debt is provided in Note 17 Interest-bearing loans and
borrowings.
Cash deposits for letters of
credit are classified as other current assets, if available only
after three months from the date of inception. As at the end of the
comparative period ended 30 June 2023 cash
deposits in the amount of US$13,026 thousand were classified as other current assets. No such cash
deposits have been made as at 30 June 2024 and 31 December 2023.
See also Note 15 Prepayments and other current assets.
Note 17: Interest-bearing loans and
borrowings
This note provides information
about the contractual terms of the Group's interest-bearing loans
and borrowings, which are measured at amortised cost and
denominated in US dollars.
US$000
|
Notes
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
(unaudited)
|
(audited)
|
(unaudited)
|
Current
|
|
|
|
|
Lease liabilities
|
14
|
3,092
|
5,939
|
3,012
|
Total current interest-bearing loans and
borrowings
|
3
|
3,092
|
5,939
|
3,012
|
Non-current
|
|
|
|
|
Lease liabilities
|
14
|
528
|
1,009
|
950
|
Total non-current interest-bearing loans and
borrowings
|
3
|
528
|
1,009
|
950
|
Total interest-bearing loans and borrowings
|
|
3,620
|
6,948
|
3,962
|
The table below shows the
movements in the interest-bearing loans and borrowings:
US$000
|
|
|
6 months
ended
30.06.24
|
Year
ended 31.12.23
|
6 months
ended
30.06.23
|
|
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Opening balance of interest-bearing loans and
borrowings
|
|
|
6,948
|
6,548
|
6,548
|
Cash movements
|
|
|
|
|
|
Principal and interest elements of
lease payments
|
|
|
(2,904)
|
(5,562)
|
(2,792)
|
Total cash movements
|
|
|
(2,904)
|
(5,562)
|
(2,792)
|
Non-cash movements
|
|
|
|
|
|
Additions to lease
liabilities
|
|
|
507
|
5,812
|
55
|
Others (incl. translation
differences)
|
|
|
(931)
|
150
|
151
|
Total non-cash movements
|
|
|
(424)
|
5,962
|
206
|
Closing balance of interest-bearing loans and
borrowings
|
|
|
3,620
|
6,948
|
3,962
|
The interest elements of lease
payments are included in the cash flows from operating activities
and not in the cash flows used in financing activities.
Further information on the Group's
exposure to interest rate, foreign currency and liquidity risk is
provided in Note 27 Financial instruments
of the 2023 Annual Report & Accounts.
Note 18: Financial instruments
Fair values
Set out below are the carrying
amounts of the Group's financial instruments that are carried in
the interim consolidated statement of financial
position:
US$000
|
|
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Financial assets
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
115,131
|
115,241
|
134,903
|
Trade and other
receivables
|
|
|
74,536
|
82,321
|
45,387
|
Other financial assets
|
|
|
5,231
|
5,245
|
18,302
|
Total financial assets
|
|
|
194,898
|
202,807
|
198,592
|
Financial liabilities
|
|
|
|
|
|
Trade and other payables
|
|
|
46,705
|
35,310
|
33,803
|
Accrued liabilities
|
|
|
14,391
|
15,387
|
13,946
|
Interest-bearing loans and
borrowings
|
|
|
3,620
|
6,948
|
3,962
|
Total financial liabilities
|
|
|
64,716
|
57,645
|
51,711
|
Interest-bearing loans and borrowings
The fair values of
interest-bearing loans and borrowings are based on the discounted
cash flows using market interest rates and are approximately equal
to their carrying amounts.
Other financial assets and liabilities
The fair values of cash and cash
equivalents, trade and other receivables and payables, other
financial assets and accrued liabilities are approximately equal to
their carrying amounts due to their short maturity.
Credit risk
The change of the balance of
impairment losses on trade receivables recognised in these interim
condensed consolidated income statements as of 30 June 2024 and
during the comparative periods ended 31 December 2023 and 30 June
2024 was not material and therefore not disclosed separately in the
interim consolidated income statement.
The Group, through its trading
operations, enters into binding contracts, which contain
obligations that create exposure to credit, counterparty and
country risks. It is the primary objective of the Group to manage
such risks to reduce uncertainty of collection from buyers. A
secondary objective is to minimise the cost of reducing risks
within acceptable parameters.
Credit risk is the risk associated
with the possibility that a buyer will default, by failing to make
required payments in a timely manner or to comply with other
conditions of an obligation or agreement. Where appropriate, the
Group uses letters of credit to assist in mitigating such
risks.
Counterparty risk crystallises
when a party to an agreement defaults. Where letters of credit are
used to minimise this risk, the Group uses a confirming bank with a
similar or higher credit rating to mitigate country and/or credit
risk of the issuing bank.
Commodity risk
Revenues related to provisionally
priced sales are initially recognised at the estimated fair value
of the consideration receivable based on the forward price at each
reporting date for the relevant period outlined in the different
contracts. Consequently, the receivable balance may change in a
future period when final invoices can be issued based on final iron
ore prices to be applied according to the specific underlying
contract terms. The provisionally priced iron ore exposure as at 30
June 2024 was 327,595 tonnes (none at the comparative periods ended
31 December 2023 and 30 June 2023) and gave rise to a fair value
gain relating to the embedded provisional pricing mechanism of
US$2,218 thousand as at 30 June 2024 (none at the comparative
periods ended 31 December 2023 and 30 June 2023). Final iron ore
prices based on the relevant index are normally known within 60
days after the reporting period. The difference between the
provisionally priced receivable balance recognised as at 30 June
2024 and the receivable balance taking into account known final and
latest forward prices is US$163 thousand (none at the comparative
periods ended 31 December 2023 and 30 June 2023) and would have
decreased the consolidated result and the shareholders' equity by
this amount.
Where pricing terms deviate from
the index-based pricing model, derivative commodity contracts may
be used to swap the pricing terms to the iron ore index
price.
Finished goods are held at cost
without revaluation to a spot price for iron ore pellets at the end
of the reporting period, if the recoverable amount exceeds the cost
basis.
Note 19: Commitments, contingencies and legal
disputes
Commitments
Commitments as at 30 June 2024
consisted of the following:
US$000
|
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
|
(unaudited)
|
(audited)
|
(unaudited)
|
Total commitments for the lease of
mining land (out of the scope of IFRS 16)
|
|
48,672
|
52,739
|
41,280
|
Total capital commitments on
purchase of property, plant and equipment
|
|
127,245
|
128,934
|
140,754
|
Commitments for investment in a
joint venture
|
|
6,064
|
6,064
|
6,064
|
Commitments for the lease of mining land
These commitments relate to the
agreements for the use of mining land, which fall out of the scope
of IFRS 16 Leases.
For further information on
lease-related commitments see Note 11 Right-of-use assets and lease
liabilities.
Legal
In the ordinary course of
business, the Group is subject to various legal actions and ongoing
court proceedings. There is a risk that the independence of the
judicial system and its immunity from economic and political
influences in Ukraine is not upheld, consequently Ukrainian
legislation might be inconsistently applied to resolve the same or
similar disputes. See also the Principal Risks section on
pages 76 to 78
of the 2023 Annual Report & Accounts for
further information on the Ukraine country risk.
Critical
judgements
The Group is exposed to the risks
associated with operating in a developing economy, which may or may
not be exacerbated by the war and/or the current circumstances
facing the Group's controlling shareholder (see Ukraine country
risk on pages 76 and 78 of
the 2023 Annual Report & Accounts). As a result, the Group's
exposure to a number of risk areas is heightened compared to those
expected in a developed economy, such as an environment of
political, fiscal and legal uncertainties, which require a
significant portion of critical judgements to be made by the
management.
Critical judgements for
ongoing legal proceedings and disputes with corresponding
provisions
Contested sureties claim
On 7 December 2022, Ferrexpo
Poltava Mining ("FPM") received a claim in the amount of UAH4,727
million (30 June 2024: US$116,608 thousand; 31 December 2024:
US$124,450 thousand; 30 June 2023: nil) in respect of contested
sureties. These contested sureties relate to Bank F&C, a
Ukrainian bank owned by the Group's controlling shareholder and
which the Group previously used as its main transactional bank in
Ukraine. Bank F&C is still going through the liquidation
process after having been declared insolvent by the National Bank
of Ukraine and put under temporary administration on 18 September
2015.
The counterparty in this claim
alleges that it acquired rights under certain loan agreements
originally concluded between Bank F&C and various borrowers,
some of which are associated entities of the Group's controlling
shareholder, by entering into the assignment agreement with the
State Guarantee Fund on 6 November 2020. The counterparty further
claims that FPM provided sureties to Bank F&C to ensure the
performance of obligations under these loan agreements. On 9 August
2023, the court of first instance ruled in favour of the claimant
and FPM filed an appeal in September 2023. On 26 January 2024 a
Ukrainian court of appeal confirmed the claim against FPM in the
amount of UAH4,727 million (30 June 2024: US$116,608 thousand; 31
December 2024: US$124,450 thousand; 30 June 2023: nil). On 30
January 2024, FPM filed a cassation appeal to the Supreme Court of
Ukraine and the first hearing was scheduled for 20 March 2024, but
the hearing did not take place as the presiding judge recused
himself. Following the appointment of a new panel of judges, on 1
April 2024 the Supreme Court suspended the possible enforcement of
the decision of the court of appeal. A Supreme Court hearing on 17
April 2024 considered primarily procedural matters and a hearing
scheduled for 27 May 2024 was postponed to 17 June 2024. On 17 June
2024, the panel of three judges decided to transfer the
consideration of the case to another bigger joint panel of judges.
The new panel consists of six judges and the date of the next
hearing is unknown.
Notwithstanding the two negative
court decisions of the lower courts and based on legal advice
obtained, management remains of the view that these claims are
without merit and FPM has compelling arguments to defend its
position in the Supreme Court. However, considering the magnitude
of this claim and the risks associated with the judicial system in
Ukraine as further described above, the Group recorded a full
provision for this claim as at 31 December 2023, in accordance with
the requirements of IAS 37 Provisions, contingent liabilities and
contingent assets.
As at the date of the approval of
these interim condensed consolidated financial statements, no
enforcement procedures have commenced and, further to the Supreme
Court's order of 1 April 2024 suspending possible enforcement of
the decision of the court of appeal, such procedures cannot be
initiated by the claimant until a final decision is made by the
Supreme Court, or the current suspension order is otherwise lifted.
If the final ruling of the Supreme Court is not in favour of FPM,
the claimant may take steps to appoint either a state or a private
bailiff and request the commencement of the enforcement procedures,
which could have a material negative impact on the Group's business
activities and its ability to continue as a going concern, as the
assets of FPM could be seized or subject to a forced sale. The
potential seizure or forced sale of FPM's assets, including
moveable, immovable and financial assets, may have a material
adverse impact on the Group's cash flow generation, profitability
and available liquidity in future periods. As at the date of the
approval of these interim condensed consolidated financial
statements, it is not possible reasonably to assess the
implications of a potential seizure or forced sale of assets on the
Group's business activities, as the timing, scope and impact are
unknown and outside of the Group's control. However, the Group is
considering and has prepared a number of mitigating actions and
responses within its control in order to seek to ensure
continuation of production and generation of revenue streams.
Beyond that, in case of an enforcement, FPM will challenge orders
and actions of the bailiff in the court where possible, in order to
seek to allow the Group to continue to trade and generate resources
to meet its other liabilities as they fall due. See Note 2 Basis of
preparation, Note 10 Property, plant and equipment and Note 14
Inventories for further information.
Critical judgements for
ongoing legal proceedings and disputes without corresponding
provisions
Creditor protection application against Ferrexpo Poltava
Mining ("FPM")
In February 2024, a supplier and
related party to the Group filed an application to open bankruptcy
proceedings ("creditor protection proceedings") against FPM, which
was accepted by the relevant court for further consideration. The
amount of debt claimed by the supplier of FPM was initially UAH2.2
million (US$54 thousand as at 30 June 2024). The operation of FPM
is not affected by this application and the supplier continued to
provide its services to FPM. The amount of debt claimed by the
supplier subsequently increased to UAH4.6 million (c. US$113
thousand as at 30 June 2024). A preparatory court hearing was
scheduled by the court for 12 March 2024. This hearing did not take
place and further hearings scheduled for 9 April 2024 and 30 April
2024 were also postponed. A preparatory hearing was scheduled for 4
June 2024 and was rescheduled by the court to 30 July 2024.
On 18 July 2024, FPM settled the outstanding debt
to the supplier and FPM submitted all documents to the court for
consideration at a hearing scheduled for 30 July 2024. This hearing
has not taken place and the date of the hearing is currently not
known. . See Note 2 Basis of preparation for further
information.
Shares freeze in relation to claim from the Ukrainian Deposit
Guarantee Fund ("DGF")
As announced on 7 March 2023 on
the Regulatory News Service of the London Stock Exchange, the Group
became aware of a press release by the DGF suggesting that a
restriction has been placed on shares held by Ferrexpo AG ("FAG"),
the Group's Swiss subsidiary, in three main operating subsidiaries
of the Group in Ukraine, covering 50.3% of the shares held in each
subsidiary. According to the subsequently published court order in
the Ukrainian official register of court decisions, the Kyiv
Commercial Court ordered the arrest (freeze) of 50.3% of FAG's
shareholding in each of Ferrexpo Poltava Mining ("FPM"), Ferrexpo
Yeristovo Mining ("FYM") and Ferrexpo Belanovo Mining ("FBM"). The
court order also prohibits each of FPM, FYM and FBM from making
changes to the amount of its authorised capital. The court order
does not affect ownership of the shares in these three subsidiaries
of the Group in Ukraine, but prohibits the disposal by FAG of 50.3%
of its shareholding in each named subsidiary. This court order was
issued by the Kyiv Commercial Court during a hearing in the
commercial litigation between the DGF and Mr. Zhevago, the Group's
controlling shareholder, in relation to the liquidation of Bank
F&C in 2015, which commenced in 2015.
In addition to the restriction
covering 50.3% of FAG's shareholding in each of FPM, FYM and FBM,
the court order also contains a prohibition on Fevamotinico
S.a.r.l. disposing of its shares in Ferrexpo plc and Ferrexpo plc
disposing of any of its shares in FAG. As at the date of the
approval of these interim condensed consolidated financial
statements, the Group has no intention, and never has had any
intention, of transferring the shares in FPM, FYM, FBM or FAG. The
Group does not expect an impact on its operations because of this
court order.
The Group's subsidiaries affected
by this court order, including FAG, filed appeals in Ukraine in
March 2023 to remove the restrictions. A hearing at the Northern
Commercial Court of Appeal took place on 21 June 2023 and the court
accepted FAG and the three Ukrainian subsidiaries as third parties
to this litigation. On 26 July 2023, the court of appeal dismissed
the appeals of FAG, FPM, FYM and FBM in relation to the
restrictions covering 50.3% of the corporate rights in FPM, FYM and
FBM so that the imposed restrictions remain effective. The Group's
subsidiaries filed cassation appeals to the Supreme Court of
Ukraine in August 2023 and a first hearing of the case at the
Supreme Court took place on 8 November 2023, without any decision
being taken. On 10 January 2024, the Supreme Court rejected
the cassation appeals from the Group's
subsidiaries and the restrictions remain effective. After a
review by the Supreme Court of other cassation appeals related to
the main dispute between the DGF and Mr. Zhevago, to which the
Group is not a party, the case was sent to the
court of first instance, the Kyiv Commercial Court, to
proceed with consideration of the main dispute between the DGF and
Mr. Zhevago. The first preparatory hearing at the Kyiv Commercial
Court took place on 10 July 2024. During the next
court hearing on 17 July 2024, the court granted a request for the
involvement of the Bank F&C as a third party and the
preparatory hearing was postponed to 31 July
2024.
Based on advice from Ukrainian
legal counsel, management considers that the court order dated 3
March 2023 to arrest (freeze) 50.3% of
FAG's shareholding in each of FPM, FYM and FBM was made in
contradiction to Ukrainian law because the restricted 50.3% of
corporate rights in the three Ukrainian subsidiaries are the
property of FAG and not of any other person as a matter of
Ukrainian law. The Group will file new applications and motions
with the Kyiv Commercial Court to challenge the validity of these
restrictions.
However, as with other ongoing
legal proceedings in Ukraine, there is a risk that the independence
of the judicial system and its immunity from economic and political
influences in Ukraine is not upheld and in that case the Group
might not be successful in procuring the cancellation of such
restrictions.
Shares freeze in relation to claim from the National Bank of
Ukraine ("NBU")
In addition to the case initiated
by the Ukrainian Deposit Guarantee Fund ("DGF") as described above,
there is a commercial litigation between the NBU and Mr. Zhevago,
the Group's controlling shareholder, in relation to the personal
surety given by Mr. Zhevago for the loan provided by the NBU to
Bank F&C prior to its insolvency. In respect of this commercial
litigation, the Chief State Bailiff of the Ministry of Justice of
Ukraine issued in September 2023 a resolution on arrest (freeze) of
property of Mr. Zhevago as part of intended enforcement
proceedings.
As part of this September 2023
resolution, the State Bailiff imposed an order to arrest (freeze)
50.3% of the issued share capital of Ferrexpo Yeristovo Mining
("FYM") and Ferrexpo Bellanovo Mining ("FBM"), owned by Ferrexpo AG
("FAG"), based on the incorrect assumption that these corporate
rights are owned by Mr. Zhevago. In reaching this decision to
arrest these corporate rights, the State Bailiff relied on
conclusions made by the Northern Commercial Court of Appeal in the
DGF case described above that Mr. Zhevago is the ultimate
beneficial owner of the Ukrainian subsidiaries and that all
companies in the Group are just nominal owners of the assets
ultimately owned by Mr. Zhevago. FAG filed a civil claim in October
2023 seeking to cancel the order and to block the enforcement
procedure initiated by the State Bailiff. On 30 November 2023, the
Komsomolskyi Town Court of Poltava Region, a court of first
instance, suspended the enforcement procedure, prohibiting the
State Bailiff from taking any further actions to forcefully sell
FAG's corporate rights in FYM and FBM. The State Bailiff filed an
appeal. On 1 July 2024, the Poltava Court of Appeal cancelled the
Komsomolskyi Town Court of Poltava Region's ruling of 30 November
2023 and, therefore, lifted the interim measures which suspended
the actions on potential auction. As a result, the State Bailiff
may shortly revert to FYM and FBM with its enquiries to collect
data on the value of FYM and FBM, which were previously made in
September 2023, in order to prepare the 50.3% of shares in FYM and
FBM for the forceful sale (auction). FYM and FBM plan to file
cassation appeals to the Supreme Court. In parallel, on 30 May
2024, the court of first instance ruled to resume the proceedings
in the case and scheduled a hearing for 16 July 2024. The hearing
at the Komsomolskyi Town Court of Poltava region was postponed and
the next hearing is scheduled for 17 September 2024. If the
enforcement process pursuant to which the September 2023 resolution
has been issued is not interrupted, this could ultimately lead to a
potential sale of shares representing 50.3% of the issued shares in
each of FYM and FBM.
Shares freeze in relation to investigation in connection with
Bank F&C
As part of the ongoing
investigation in connection with Bank F&C, on 25 March 2024,
the Group became aware of a court order dated 18 January 2024 in
the Ukrainian Register of Court Decisions regarding restrictions on
certain corporate rights in all of the Group's Ukrainian
subsidiaries. These restrictions were imposed in September 2023 on
49.5% of the shares in all of the Group's Ukrainian subsidiaries,
except for Nova Logistics LLC and TIS-Ruda LLC, an associated
company of the Group, where the relevant percentages restricted are
25.2% and 24.7%, respectively.
The restrictions do not affect
ownership of the relevant shares, but prohibit their transfer and
restrict the right to use corporate rights of such shares,
including the right to vote. The Group is not a party to the
proceedings in which the restrictions have been imposed and these
restrictions were imposed without official notification to the
Group and/or its subsidiaries. The Group's
subsidiaries plan to file appeals to seek the cancellation of these
restrictions on the corporate rights. As at the date of the
approval of these interim condensed consolidated financial
statements, Ferrexpo AG ("FAG") has not been provided with
the case file or the documents submitted in these
proceedings. On 21 May 2024, FAG filed a
formal appeal against the arrest order imposed in September 2023
with the Kyiv Court of Appeal, but it will have to be updated once
FAG has access to the relevant files and documents.
Currency control measures imposed in
Ukraine
With the start of the Russian
invasion into Ukraine on 24 February 2022, the Ukrainian government
introduced Martial Law affecting, among others, aspects relating to
lending agreements, foreign exchange and currency controls and
banking activities.
As a result of the introduced
Martial Law, the National Bank of Ukraine ("NBU") has introduced
significant currency and capital control restrictions in Ukraine.
These measures are affecting the Group in terms of its cross-border
payments to be made, which are restricted and may be carried out
only in exceptional cases. The maximum period for settlements of
invoices under export and import contracts was decreased as of 1
April 2022 from what was previously 360 days to 180
days.
These measures put additional
pressure on the Group's liquidity management as the Ukrainian
subsidiaries are currently not in the position to make significant
cash transfers outside of Ukraine. As it is essential to the Group
that sufficient liquidity is held outside of Ukraine to ensure that
the Group's liabilities can be settled when falling due,
intercompany receivable balances due to the Ukrainian subsidiaries
have historically only been paid when falling due and after
considering the local cash requirements for the operating
activities and the capital expenditure programmes.
The currently lower operating
activities and the reduced capital expenditure programmes due to
the ongoing war have reduced the local cash requirements and
consequently increased the imbalance between payments to be made
into Ukraine and local cash requirements. As a result of the
imposed currency control measures, the Group has to carefully
manage the payments to be made into Ukraine, as the local
subsidiaries cannot transfer any surplus funds back to the Group
entities outside of Ukraine, if required.
Failure to comply with the
currency control regulations can result in fines. The offence
against the currency control regulations would result in fines of
0.3% per day calculated on the cumulative overdue receivable
balances. The Group has implemented various measures to mitigate
the impact of the currency control regulations and reduce the risk
of material fines, but there exists legal uncertainty in the
application of the currency control regulations during the
application of Martial Law in Ukraine. The currency control
regulations may also be subject to change in the future (including
with retrospective effect). Therefore, there is a risk that the
Group may become subject to challenges from regulatory authorities
in connection with the application of the regulations.
Given the amount of outstanding
receivable balances between Group companies, there is a risk of
material fines becoming payable in the future. However, because of
different interpretations of the currency control regulations
during the application of Martial Law and the measures initiated by
the Group to mitigate the risk of potential fines, it is currently
not possible to reliably estimate the amount of a potential
exposure.
Share dispute
On 23 November 2020, the Kyiv
Commercial Court reopened court proceedings in relation to an old
shareholder litigation.
This old shareholder litigation
started in 2005, when a former shareholder in Ferrexpo Poltava
Mining ("FPM") brought proceedings in the Ukrainian courts seeking
to invalidate the share sale and purchase agreement concluded in
2002 pursuant to which a 40.19% stake in FPM was sold to nominee
companies that were previously ultimately controlled by Mr.
Zhevago, amongst other parties. After a long period of litigation,
all old claims were fully dismissed in 2015 by the Higher
Commercial Court of Ukraine.
In January 2021, Ferrexpo AG
("FAG") received a claim from a former shareholder in FPM seeking
to invalidate the share sale and purchase agreement concluded in
2002.
In February 2021, FAG became aware
that an additional three new claims had been filed by three other
former shareholders in FPM. Taken together, four claimants sought
to invalidate the share sale and purchase agreement concluded in
2002 pursuant to which a 40.19% stake in FPM was sold, similar to
the previous claims made back in 2005. The Kyiv Commercial Court
ruled on 27 May 2021 in favour of FAG and the opposing parties
filed their appeals in June 2021. The Northern Commercial Court of
Appeal opened the appeal proceedings. After several hearings, in
September 2022 the Group received a judgment from the appeal court,
which stated that the share sale and purchase agreement concluded
in 2002 was invalid and ordered that 40.19% of the current share
capital in FPM should be transferred to the claimants.
Following the identification of
numerous errors in the application of Ukrainian law in the judgment
of the Northern Commercial Court of Appeal by the Group's Ukrainian
legal advisors, FAG filed a cassation appeal and requested the
Supreme Court of Ukraine to review the ruling made by the Northern
Commercial Court of Appeal. During the hearing on 19 April 2023,
the judges of the Grand Chamber of the Supreme Court ruled in
favour of the Group.
Allegations of bribery against the
Head of the Supreme Court made by the National-Anti-Corruption
Bureau of Ukraine ("NABU") and the Specialised Anti-Corruption
Prosecutor's Office ("SAPO") in May 2023 make reference to the
ruling made by the Supreme Court on 19 April 2023 and the Group's
controlling shareholder. Following the subsequent removal of the
Head of the Supreme Court, investigations by NABU and SAPO are
underway into the conduct of the former Head of the Supreme Court
and a lawyer who allegedly acted as the intermediary in the alleged
bribery. On 3 August 2023, NABU announced that the Group's
controlling shareholder had been issued with a notice of suspicion
in NABU's and SAPO's investigation. Media in Ukraine reported on 10
July 2024 that the High Anti-Corruption Court ("HACC") in Ukraine
apparently issued a ruling on 10 July 2024 to place the Group's
controlling shareholder into custody in absentia in connection with
the suspicion of bribing Ukrainian Supreme Court judges.
If the Ukrainian Anti-Corruption
Court concludes that a judge received a bribe for the favourable
decision in the share dispute case, and such verdict of the
Anti-Corruption Court remains valid after any potential appeal,
then the claimants may apply to the Supreme Court to review the
decision of the Grand Chamber of the Supreme Court given on 19
April 2023 due to exceptional circumstances. In February 2024, all
four claimants were dissolved according to the records at the UK
Companies House. As at the date of the approval of these interim
condensed consolidated financial statements, no allegations have
been made against the Group in connection with the alleged bribery
and it is currently not possible to anticipate future developments
in this case with any certainty.
If the share dispute case were to
be reviewed by the Grand Chamber of the Supreme Court once again,
management remains of the view that FAG has compelling legal
arguments to defend its position. Based on the legal considerations
and arguments in the case and considering the advice received from
the Group's Ukrainian legal advisors, management remains of the
view that the decision should be in favour of the Group, but there
is a risk that the independence of the judicial system and its
immunity from economic and political influences in Ukraine is not
upheld. A hypothetical reversal of the decision by the Grand
Chamber of the Supreme Court would result in the loss of a
significant proportion of the shareholding in the Group's main
operating subsidiary in Ukraine, which holds approximately 65% of
the Group's non-current operating assets, and would have a material
adverse impact on the shareholders' equity attributable to the
shareholders of Ferrexpo plc. Due to the uncertainties, it is
currently not possible to reasonably estimate the financial impact,
but it could be material. A negative decision could also have an
impact on potential future dividends from FPM to FAG and, as
result, on the distributable reserves of Ferrexpo plc (see Note 12
Earnings per share and dividends paid and proposed for further
details).
No non-controlling interest has
been recognised as of 30 June 2024 because FPM remains wholly owned
by FAG as at the date of the approval of these interim condensed
consolidated financial statements. It is management's view that a
hypothetical reversal of the decision by the Grand Chamber of the
Supreme Court will not cast significant doubt on the Group's
ability to continue as a going concern. However, such a decision
might complicate the daily business of the Group's major subsidiary
in Ukraine, as the intentions of the opposing parties, the
claimants in the share dispute case, are not clear at this point in
time.
Other ongoing legal
proceedings and disputes
Other ongoing legal
proceedings and disputes with corresponding
provisions
Challenge of squeeze-out of minority
shareholders
Following the completion of
squeeze-out procedures in 2019 in respect of the one of the Group's
subsidiaries in Ukraine, Ferrexpo Poltava Mining ("FPM"), two
former minority shareholders of FPM challenged the valuation of the
shares of FPM. This valuation formed the basis for the mandatory
buy-out of minority shareholders according to Ukrainian
law.
On 19 September 2023, a court of
first instance ruled in favour of the two former minority
shareholders and decided that FPM should pay UAH136 million (30
June 2024: US$3,355 thousand; 31 December 2023: US$3,720 thousand;
30 June 2023: nil) in aggregate to the two former shareholders of
FPM. Following the appeal filed by FPM, the court of appeal in
Kharkiv refused on 21 February 2024 to satisfy the appeal of FPM,
and FPM subsequently filed a cassation appeal to the Supreme Court
of Ukraine. On 25 March 2024, the Supreme Court suspended the
enforcement of the decision of the court of appeal and scheduled a
court hearing for 17 April 2024. On 17 April 2024, the Supreme
Court heard the arguments of the parties and scheduled another
hearing for 27 May 2024 during which another hearing for 3 June
2024 was scheduled. On 3 June 2024, the Supreme Court granted the
cassation appeal of FPM and referred the case back to the court of
first instance for a new hearing. The date
of the new hearing is currently not known.
The Group recorded a full
provision for this claim as at 31 December 2023, in accordance with
the requirements of IAS 37 Provisions, contingent liabilities and
contingent assets.
Other ongoing legal
proceedings and disputes without corresponding
provisions
Royalty-related investigation and claim
On 3 February 2022, Ferrexpo
Poltava Mining ("FPM") and Ferrexpo Yeristovo Mining ("FYM")
received letters from the Office of Prosecutor General notifying
them about an ongoing investigation into the potential underpayment
of iron ore royalty payments during the years 2018 to 2021. The
amount of underpayment was not specified in the letters. As part of
the investigation, the Office of Prosecutor General requested
documents related to iron ore royalty payments and requested four
representatives of the Group's subsidiaries to appear as witnesses
for investigations.
On 8 February 2022, FPM received a
tax audit report, which claims the underpayment of iron ore royalty
payments during the period from April 2017 to June 2021 in the
amount of approximately UAH1,042 million (US$25,705 thousand as at
30 June 2024), excluding fines and penalties. The Group provided
its objections to the claims made in the tax audit report. On 11
August 2023, FPM received a tax notification decision, which claims
the underpayment of royalty payments in the amount of UAH1,233
million (US$30,416 thousand as at 30 June 2024), which is higher
than the amount initially stated in the tax audit report due to
imposed fines and penalties. FPM challenged the notification
received as part of administrative procedures with the tax
authorities. On 20 October 2023, the tax authorities decided that
the amount in the notification-decision is final and not subject to
changes. In November 2023, FPM filed a lawsuit before the court to
challenge the tax authorities' decision and the first court hearing
took place on 29 January 2024. A subsequent court hearing scheduled
for 18 March 2024 did not take place due to air raid alerts and a
reconvened court hearing on 15 April 2024 decided that the court
proceedings are suspended until the review of another case on
challenge of individual tax consultation.
On 16 November 2022, detectives
from the Bureau of Economic Security of Ukraine conducted searches
at FPM and FYM in connection with the royalty-related
investigation. On 3 February 2023, a notice of suspicion was
delivered to a senior manager of FPM, which claimed underpayment of
royalty payments in the amount of approximately UAH2,000 million
(US$49,337 thousand as at 30 June 2024). Bail of UAH20 million
(US$547 thousand as at date of the
payment) was approved by the court on 9 February 2023 and
subsequently paid by the Group.
On 6 February 2023, the court
arrested the bank accounts of FPM. Following a motion to change the
scope of the arrest filed by FPM, the court on 8 February 2023 and
on 16 February 2023 added exceptions to the original court order to
arrest the bank accounts of FPM in order to allow FPM to make
payments for salaries, local taxes, social security charges,
payments for utilities as well as payments to state and municipal
companies. An appeal to cancel the arrest of the bank account of
FPM was heard by the court of appeal on 19 April 2023, but the
court did not satisfy the Group's appeal and the arrest order
remains in effect. The Group has taken certain measures, where
possible, to limit the impact of the arrested bank account of
FPM.
On 31 October 2023, a notice of
suspicion was delivered to another senior manager of FPM. On 13
November 2023, a court of first instance approved the bail in the
amount of approximately UAH800 million (US$21,993 thousand as at
that date). An appeal was filed by the Group's subsidiary and after
several scheduled court hearings were postponed and on 29 April 2024, the court of appeal approved a bail in the
amount of UAH650 million (US$16,034 thousand as at 30 June 2024). No clarification was given by
the court of appeal of the rationale for this exceptionally high
amount, which is also not aligned to the senior manager's financial
standing. Although the Group has neither a legal nor a constructive
obligation, the Group subsequently made a partial payment of the
bail in the amount of UAH50 million (US$1,259 thousand as at date of the payment) and the case is now
transferred to a local court. There was a hearing on 15 July 2024
and next court hearing is scheduled for 22 August
2024.
Based on legal advice obtained, it
is management's view that FPM and FYM have compelling arguments to
defend their positions in the court and, as a consequence, no
associated liabilities have been recognised in relation to the
claim in the interim consolidated statement of financial position
as at 30 June 2024. However, as with other ongoing legal
proceedings, there is a risk that the independence of the judicial
system and its immunity from economic and political influences in
Ukraine is not upheld and, in that case, there could be a material
adverse impact on the Group.
Investigations on use of waste product and asset
freeze
On 10 January 2023, the State
Bureau of Investigations ("SBI") in Ukraine performed several
searches in respect of investigations on alleged illegal extraction
of minerals ("rubble"). The National Police of Ukraine also carried
out investigations on the same matter and made searches and
collected samples of the rubble on 17 January 2023 at Ferrexpo
Poltava Mining ("FPM"). FPM's position is that the minerals in
question are not a separate mineral resource, but that it is a
waste product resulting from the crushing of iron ore during the
technical process for the production of iron ore
pellets.
On 29 June 2023, the SBI issued
notices of suspicion to three representatives of FPM's senior
management and the head of one division for allegedly selling the
rubble without the appropriate permit. The FPM employees were
detained by the SBI and subsequently released after FPM paid bails
totalling UAH122 million (US$3,336 thousand as at
date of the payment) that were approved by the
court.
On 22 September 2023, the National
Police of Ukraine searched the private residence of a senior
manager of FPM and issued a notice of suspicion. The senior manager
was subsequently detained by the National Police of Ukraine. On 26
September 2023, a court of first instance approved bail in the
amount of UAH999 million (US$27,318 thousand as at that date) and
then on 30 October 2023 the court of appeal reduced the bail to
UAH400 million (US$11,063 thousand as at date of
the payment). Following payment of the bail by the Group,
the senior manager was released.
The sales of the rubble were
subject to inspections by the State Service for Geology and Subsoil
of Ukraine for many years and the sales were suspended by the Group
in September 2021. The position of FPM is that based on the mining
license held, FPM complied with the relevant legislation. In the
pre-trial investigation of the rubble case and following an
application from the prosecutor to arrest (freeze) all rail cars
and railway access tracks owned by FPM, a court of first instance
issued the order to freeze the rail cars and the railway access
tracks. FPM filed an appeal and at a hearing of the court of appeal
on 30 October 2023 the court of appeal confirmed the arrest
(freeze) of assets, but refused to provide clarifications on the
exact scope of the order which created a restriction on the use of
one type of FPM's rail cars. Since that time FPM has not been using
this type of rail cars (totalling 1,339 units), but continues to
use another type of its rail cars (totalling 1,043 units). FPM
filed new applications to several courts to remove the arrest
order. On 22 April 2024, the court of first instance cancelled the
prohibition to use rail cars and the railway access tracks. A new
application to prohibit the use of railcars was filed by the
prosecutor. On 18 June 2024, the court decided to postpone the
hearing of this application without specifying
the date of the next court hearing.
In the same pre-trial
investigation of the rubble case, some of the real estate assets
and transport vehicles of FPM were also arrested, but this arrest
does not restrict the use of these assets in operations. As
disclosed under the royalty-related investigation and claim above,
a court in Ukraine arrested on 6 February 2023 the bank accounts of
FPM. Following a motion to change the scope of the arrest filed by
FPM, the court on 8 February 2023 and on 16 February 2023 added
exceptions to the original court order to arrest the bank accounts
of FPM in order to allow FPM to make payments for salaries, local
taxes, social security charges, payments for utilities as well as
payments to state and municipal companies. On 5 March 2024, the
same bank accounts were again arrested by another governmental
body, the National Police of Ukraine, but in respect of the
investigations on the use of waste products. FPM has filed again a
motion to the court to change the scope of the arrest to allow
certain payments to be made from these arrested bank
accounts. As at the date of the approval
of these interim condensed consolidated financial
statements, FPM's operations is not
materially impacted as FPM can take advantage of a number of
exemptions in the court order for the payments for salaries, local
taxes, social security charges, payments for utilities as well as
payments to state and municipal companies. The court of appeal
hearings scheduled for 16 April 2024 and 14 May 2024 did not take
place. A hearing scheduled for 8 July 2024 had to be cancelled due
to an air raid alert and was postponed to 25 July
2024. On 25 July 2024, the court of appeal rejected the appeal of
FPM.
On 29 April 2024, a court placed a
restriction on the sale of the mining license of FPM. This
restriction does not affect the use of the mining licence and FPM
continues its mining operations as planned. FPM has filed an appeal
against this restriction.
No associated liabilities have
been recognised in relation to this case in the interim
consolidated statement of financial position as at 30 June 2024 as
no damage has been claimed from FPM.
Ecological claims
As discussed in detail in the 2022
Annual Report & Accounts, the State Ecological Inspection
carried out an inspection of Ferrexpo Yeristovo Mining ("FYM") and
on 1 October 2021 issued an order to remove a number of alleged
violations of environmental rules. After the court of first
instance ruled in favour of FYM on 19 July 2022 the State
Ecological Inspection filed an appeal. The court of appeal returned
the appeal claim to the State Ecological Inspection on 20 March
2023 due to procedural mistakes when filing the claim and the State
Ecological Inspection subsequently requested an extension of the
deadline for the filing of their next appeal. The State Ecological
Inspection subsequently filed another appeal and on 20 July 2023
the court of appeal returned the appeal claim back to the State
Ecological Inspection. There had been no actions in respect of this
dispute until 5 October 2023, when the National Police of Ukraine
reviewed land plots of FYM.
Based on legal advice obtained, it
is management's view that FYM has compelling arguments to defend
its position in the court and, as a consequence, no associated
liabilities have been recognised in relation to these matters in
the interim consolidated statement of financial position as
at 30 June 2024.
Cancellation of licence for Galeschynske
deposit
On 24 June 2021, an Order of the
President of Ukraine was published on the official website of the
President (the "Order"), which enacted the Decision of the National
Security and Defence Council of Ukraine on the application of
personal special economic and other restrictive measures and
sanctions (the "Decision"). Ferrexpo Belanovo Mining ("FBM") is
included in the list of legal entities which are subject to
sanctions pursuant to the Decision. The Order and the Decision do
not provide any legal ground for the application of sanctions. The
sanction imposed on FBM is the cancellation of the mining licence
for the Galeschynske deposit, which is one of two licences held by
FBM.
The Galeschynske deposit is a
project in the exploration phase that is situated to the north of
the Group's active mining operations. Following the cancellation of
this license and because the outcome of the proceedings is
currently uncertain, all capitalised costs associated with this
licence totalling US$3,439 thousand were written off during the
financial year 2021. A court hearing took place on 4 April 2023 and
the judges considered the evidence presented, but have not yet
concluded on the legal merits of this dispute. The court hearing
scheduled for 26 February 2024 did not take place and the next
hearing is scheduled for 5 August 2024.
Taxation
Tax legislation
As disclosed in Note 8 Taxation,
following the completion of tax audits in respect of its
cross-border transactions, the Group's major subsidiaries, Ferrexpo
Poltava Mining ("FPM") and Ferrexpo Yeristovo Mining ("FYM")
received tax claims in the amount of UAH2,162 million (US$53,333
thousand as at 30 June
2024), including fines and penalties, and
UAH259 million (US$6,389 thousand as at 30
June 2024), still subject to potential
fines and penalties, respectively. The Group's subsidiaries filed
the objections to be considered by the tax authorities. Based on
past experience, the Group expects that no agreement will be made
with the tax authorities and that the claims will need to be heard
by the courts in Ukraine. On 28 February 2024, a court of first
instance opened a case in relation to the lawsuit filed by FPM to
challenge the tax-notification-decisions dated 27 November 2023.
The first preparatory hearing took place on 1 April 2024 with
subsequent preparatory hearings taking place on 20 May 2024 and 17
June 2024. The next hearing is scheduled for 14 August 2024.
On 7 May 2024, a court of first instance opened a case in relation
to the lawsuit filed by FYM to challenge the tax
notification-decision dated 16 January 2024. The first preparatory
hearing took place on 4 June 2024 and a second hearing took place
on 20 June 2024. The next hearing is scheduled for 1 August 2024.
As at the date of the approval of these interim condensed
consolidated financial statements, the preparatory hearings before
the court are still ongoing and, as a result, no final decisions
have been made for the claims received by FPM and FYM. An
unfavourable outcome would have an adverse impact on the Group's
cash flow generation, profitability and liquidity. See Note 8
Taxation and the update on the Group's Principal Risks section on
pages 76 to 78 of the 2023 Annual Report & Accounts for further
information on the Ukraine country risk.
Note 20: Share capital and reserves
The share capital of Ferrexpo plc
at 30 June 2024 was 613,967,956 (31
December 2023: 613,967,956; 30 June 2023: 613,967,956) Ordinary
Shares at par value of £0.10 paid for cash, resulting in share
capital of US$121,628 thousand, which is
unchanged since the Group's Initial Public Offering in June 2007.
This balance includes 15,830,814 shares (31 December 2023:
15,830,814 shares; 30 June 2023: 15,830,814 shares), which are held
in treasury, resulting from a share buyback that was undertaken in
September 2008, and 9,801,643 shares held in the employee benefit
trust reserve (31 December 2023: 9,801,643 shares; 30 June 2023:
9,801,643 shares).
During the comparative period
ended 30 June 2023, the Group transferred 9,513,000 shares
on 10 March 2023 from
the treasury share reserves to the Group's employee benefit trust
reserve, affecting the interest of the Group's largest shareholder,
Fevamotinico S.a.r.l (see Note 1 Corporate information for further
information), in the voting rights of Ferrexpo plc, which is
49.3% as at 30 June 2023 (31 December 2023:
49.3%; 30 June 2023: 49.5%). Further information is included in the
announcement made on 10 March 2023 on the Regulatory News Service
of the London Stock Exchange.
The translation reserve includes
the effect from the exchange differences arising on translation of
non-US dollar functional currency operations (mainly in Ukrainian
hryvnia). The exchange differences arising from the translation of
the Group's foreign operations are initially recognised in the
other comprehensive income. See also the interim consolidated
statement of comprehensive income of these
financial statements for further details.
As at 30 June 2024 other reserves
attributable to equity shareholders of Ferrexpo plc
comprised:
For
the financial year 2023 and the 6 months ended
30.06.24
|
|
|
|
|
|
US$000
|
Uniting of interest
reserve
|
Treasury share
reserve
|
Employee benefit trust
reserve
|
Translation
reserve
|
Total
other
reserves
|
At
1 January 2023 (audited)
|
31,780
|
(77,260)
|
(1,189)
|
(2,590,222)
|
(2,636,891)
|
Foreign currency translation
differences
|
-
|
-
|
-
|
(54,847)
|
(54,847)
|
Tax effect
|
-
|
-
|
-
|
1,479
|
1,479
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
(53,368)
|
(53,368)
|
Share based payments
|
-
|
-
|
830
|
-
|
830
|
Effect from transfer of treasury
shares
|
-
|
29,000
|
(15,865)
|
-
|
13,135
|
At
31 December 2023 (audited)
|
31,780
|
(48,260)
|
(16,224)
|
(2,643,590)
|
(2,676,294)
|
Foreign currency translation
differences
|
-
|
-
|
-
|
(91,167)
|
(91,167)
|
Tax effect
|
-
|
-
|
-
|
3,403
|
3,403
|
Total comprehensive income for the period
|
-
|
-
|
-
|
|
|
Share based payments
|
-
|
-
|
113
|
-
|
113
|
At
30 June 2024 (unaudited)
|
31,780
|
(48,260)
|
(16,111)
|
(2,731,354)
|
(2,763,945)
|
For
the 6 months ended 30.06.23
|
|
|
|
|
|
US$000
|
Uniting of interest
reserve
|
Treasury share
reserve
|
Employee benefit trust
reserve
|
Translation
reserve
|
Total
other
reserves
|
At
1 January 2023 (audited)
|
31,780
|
(77,260)
|
(1,189)
|
(2,590,222)
|
(2,636,891)
|
Foreign currency translation
differences
|
-
|
-
|
-
|
180
|
180
|
Tax effect
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income for the period
|
-
|
-
|
-
|
180
|
180
|
Share based payments
|
-
|
-
|
719
|
-
|
719
|
Effect from transfer of treasury
shares
|
-
|
29,000
|
(15,865)
|
-
|
13,135
|
At
30 June 2023 (unaudited)
|
31,780
|
(48,260)
|
(16,335)
|
(2,590,042)
|
(2,622,857)
|
Note 21: Related party disclosures
During the periods presented, the
Group entered into arm's length transactions with entities under
the common control of Kostyantin Zhevago, a controlling shareholder
of Ferrexpo plc, with associated companies and with other related
parties. Management considers that the Group has appropriate
procedures in place to identify, control, properly disclose and
obtain independent confirmation, when relevant, for transactions
with the related parties.
Entities under common control are
those under the control of Kostyantin Zhevago. Associated companies
refer to TIS Ruda LLC, in which the Group holds an interest
of 49.9% (31 December 2023: 49.9%; 30 June
2023; 49.9%). This is the only associated company of the
Group.
All related party transactions
entered into by the Group during the periods presented are
summarised in the tables on the following pages, except for those
made to the Non-executive Directors and Executive Directors of
Ferrexpo plc.
The payments made to the
Non-executive Directors and Executive Directors in the comparative
period ended 31 December 2023 are disclosed in detail in the
Remuneration Report included in the Group's 2023 Annual Report
& Accounts.
The Group has entered into a
settlement agreement with Kostyantin Zhevago on 23 July 2024
relating to amounts owing to Mr Zhevago under his CEO contract. Mr
Zhevago stepped down from his role as CEO of the Group in October
2019, and subsequently entered into contractual arrangements with
the Group in December 2020 (as more particularly detailed in the
2020 Annual Report & Accounts). At the time of entering into
these new contractual arrangements, the Group did not make any
payments to Mr Zhevago for amounts outstanding under the CEO
contract, including accrued vacation leave and payments in
connection with the notice period. The total amount potentially
owing to Mr Zhevago was calculated in the sum of up to
approximately US$725 thousand as at 30 June 2024. As a benefit
under the CEO contract, Mr Zhevago was entitled to receive fully
furnished accommodation at the Group's expense and this arrangement
continued until December 2023. Mr Zhevago has agreed to fully
set-off the cost of the accommodation paid for by the Group against
the sum potentially owed by the Group to him under the settlement
agreement for the CEO contract.
Revenue, expenses, finance income and finance
expenses
|
6 months ended 30.06.24
(unaudited)
|
6
months ended 30.06.23
(unaudited)
|
Year
ended 31.12.23
(audited)
|
US$000
|
Entities under common
control
|
Asso-
ciated compa-
nies
|
Other related
parties
|
Entities under common control
|
Asso-
ciated
compa-
nies
|
Other
related parties
|
Entities
under
common
control
|
Asso-
ciated compa-
nies
|
Other related parties
|
Other sales a
|
157
|
-
|
-
|
144
|
-
|
1
|
271
|
-
|
1
|
Total related party transactions within
revenue
|
157
|
-
|
-
|
144
|
-
|
1
|
271
|
-
|
1
|
Materials and services
b
|
3,791
|
-
|
-
|
3,289
|
-
|
-
|
6,473
|
-
|
-
|
Spare parts and consumables
c
|
1,413
|
-
|
-
|
785
|
-
|
-
|
1,730
|
-
|
-
|
Other expenses
d
|
-
|
-
|
-
|
860
|
-
|
-
|
1,289
|
-
|
-
|
Total related party transactions within cost of
sales
|
5,204
|
-
|
-
|
4,934
|
-
|
-
|
9,492
|
-
|
-
|
Selling and distribution expenses
e
|
2,838
|
6,584
|
-
|
2,971
|
20
|
-
|
5,825
|
20
|
-
|
General and administration expenses
f
|
60
|
-
|
362
|
111
|
-
|
288
|
200
|
-
|
691
|
Other operating expensesg
|
101
|
5
|
-
|
548
|
-
|
-
|
1,019
|
-
|
-
|
Finance expense
|
1
|
-
|
-
|
2
|
-
|
-
|
3
|
-
|
-
|
Total related party transactions within
expenses
|
8,204
|
6,589
|
362
|
8,566
|
20
|
288
|
16,539
|
20
|
691
|
Total related party transactions
|
8,361
|
6,589
|
362
|
8,710
|
20
|
289
|
16,810
|
20
|
692
|
The Group entered into various
related party transactions. A description of the most material
transactions, which are in aggregate over US$200 thousand (on an
expected annualised basis) in the current or comparative periods is
given below. All transactions were carried out on an arm's length
basis in the normal course of business.
Entities under common control
a Sales of scrap metal
to OJSC Uzhgorodsky Turbogas totalling US$100 thousand (30 June 2023: US$94
thousand; 31 December 2023: US$170 thousand).
b Purchases of oxygen,
scrap metal and services from Kislorod PCC for US$529 thousand (30 June 2023: US$519 thousand; 31 December 2023:
US$1,020 thousand). See Note 19 Commitments,
contingencies for further details regarding the application to open
bankruptcy proceedings ("creditor protection proceedings") against
Ferrexpo Poltava Mining ("FPM") filed by the related
party;
b Purchases of cast
iron balls from OJSC Uzhgorodsky Turbogas for
US$2,521 thousand
(30 June 2023: US$2,250 thousand; 31 December 2023: US$4,552
thousand); and
b Purchase of
maintenance and construction services from FZ Solutions LLC for
US$676 thousand (30
June 2023: US$459 thousand; 31 December 2023: US$779
thousand).
c Purchases of spare
parts from CJSC Kyiv Shipbuilding and Ship Repair Plant ("KSRSSZ")
in the amount of US$64 thousand (30 June 2023: US$195 thousand; 31 December 2023:
US$218 thousand);
c Purchases of spare parts
from FZ Solutions LLC in the amount of US$254 thousand (30 June 2023: US$249
thousand; 31 December 2023: US$372 thousand);
c Purchases of spare parts
from Kislorod PCC in the amount of US$170 thousand (30 June 2023: US$116
thousand; 31 December 2023: US$256 thousand). See
Note 19 Commitments, contingencies for further details regarding
the application to open bankruptcy proceedings ("creditor
protection proceedings") against Ferrexpo Poltava Mining ("FPM")
filed by the related party;
c Purchases of spare parts
from OJSC Uzhgorodsky Turbogas in the amount of
US$625 thousand (30
June 2023: US$98 thousand; 31 December 2023: US$746 thousand);
and
c Purchases of spare
parts from Valsa GTV in the amount of US$300 thousand (30 June 2023: US$125
thousand; 31 December 2023: US$137 thousand).
d Insurance premiums paid to ASK Omega for insurance cover in
respect of mining equipment and machinery in the amount of US$860
thousand and US$1,289 thousand during the comparative periods ended
30 June 2023 and 31 December 2023. No such insurance premiums paid
during the period ended 30 June 2024.
e Purchases of
advertisement, marketing and general public relations services from
FC Vorskla of US$2,837 thousand (30 June 2023: US$2,970
thousand; 31 December 2023: US$5,823 thousand).
g Insurance premiums
paid to ASK Omega for workmen's insurance
and other insurances in the amount of
US$513 thousand and US$804 thousand during the comparative periods
ended 30 June 2023 and 31 December 2023. No such insurance premiums
paid during the period ended 30 June 2024.
g Purchase of marketing
services from TV & Radio Company of US$100 thousand (30 June 2023: US$128
thousand; 31 December 2023: US$210 thousand).
Associated companies
e Purchases of
logistics services in the amount of US$6,584 thousand (30 June 2023: US$20
thousand; 31 December 2023: US$20 thousand) relating to port
operations, including port charges, handling costs, agent
commissions and storage costs. The scope of the services procured
from TIS Ruda is currently affected by the ongoing war in
Ukraine.
Other related parties
f Legal and
administrative services in the amount of US$268 thousand (30 June 2023: US$197 thousand; 31
December 2023: US$510 thousand) provided by Kuoni Attorneys at Law
Ltd., which is controlled by a member of the Board of Directors of
one of the subsidiaries of the Group and received Directors' fee of
US$50 thousand (30 June 2023: US$50
thousand; 31 December 2023: US$100 thousand).
Purchases of property, plant, equipment and
investments
The table below details the
transactions of a capital nature, which were undertaken between
Group companies and entities under common control, associated
companies and other related parties during the periods
presented.
|
6 months ended 30.06.24
(unaudited)
|
6
months ended 30.06.23 (unaudited)
|
Year
ended 31.12.23 (audited)
|
US$000
|
Entities
under common control
|
Asso-ciated
compa-nies
|
Other related
parties
|
Entities under common control
|
Asso-
ciated compa-
nies
|
Other
related parties
|
Entities
under common control
|
Asso-
ciated compa-
nies
|
Other related parties
|
Purchases in the ordinary course of
business
|
58
|
-
|
-
|
3,426
|
-
|
-
|
3,499
|
-
|
-
|
Total purchases of property, plant and
equipment
|
58
|
-
|
-
|
3,426
|
-
|
-
|
3,499
|
-
|
-
|
During the period ended 30 June
2023, the Group purchased major spare parts and equipment from FZ
Solutions LLC totalling US$58
thousand (30 June 2023: US$3,426 thousand; 31
December 2023: US$3,499 thousand) in respect of the
continuation of the Wave 1 pellet plant expansion
project.
The FPM Charity Fund owns 75% of
the Sport & Recreation Centre ("SRC") in Horishni Plavni and
made contributions totalling US$49 thousand during the period ended
30 June 2024 (30 June 2023: US$52 thousand; 31 December 2023: US$69
thousand) for the construction and maintenance of the building,
including costs related to electricity, gas and water consumption.
The remaining stake of 25% is owned by JSC F&C Realty, which is
under the control of Kostyantin Zhevago.
Balances with related parties
The outstanding balances, as a
result of transactions with related parties, for the periods
presented are shown in the table below:
|
As at 30.06.24
(unaudited)
|
As at
31.12.23 (audited)
|
As at
30.06.23 (unaudited)
|
US$000
|
Entities
under common
control
|
Asso-ciated
compa-nies
|
Other related
parties
|
Entities under common control
|
Asso-
ciated compa-
nies
|
Other
related parties
|
Entities
under common control
|
Asso-
ciated compa-
nies
|
Other related parties
|
Prepayments for property, plant and
equipment g
|
3,188
|
-
|
-
|
3,001
|
-
|
-
|
2,706
|
-
|
-
|
Total non-current assets
|
3,188
|
-
|
-
|
3,001
|
-
|
-
|
2,706
|
-
|
-
|
Trade and other receivables
h
|
91
|
2,928
|
-
|
71
|
3,125
|
-
|
36
|
3,245
|
-
|
Prepayments and other current assets
i
|
309
|
390
|
-
|
124
|
389
|
-
|
380
|
312
|
-
|
Total current assets
|
400
|
3,318
|
-
|
195
|
3,514
|
-
|
416
|
3,557
|
-
|
Trade and other payables
j
|
1,616
|
21
|
-
|
1,219
|
-
|
-
|
2,166
|
-
|
-
|
Accrued and contract
liabilities
|
7
|
-
|
-
|
-
|
-
|
-
|
19
|
-
|
-
|
Total current liabilities
|
1,623
|
21
|
-
|
1,219
|
-
|
-
|
2,185
|
-
|
-
|
A description of the most material
balances which are over US$200 thousand in the current or
comparative periods is given below.
Entities under common control
g Prepayments for
property, plant and equipment totalling US$3,188 thousand (31 December 2023: US$2,990
thousand; 30 June 2023: US$2,706 thousand) were made to FZ
Solutions LLC mainly in relation to the
Wave 1 pellet plant expansion project.
i Prepayments and other current assets totalling
US$269 thousand to
FZ Solutions LLC (31 December 2023: US$89 thousand; 30 June 2023:
US$65 thousand) related to the purchase of spare parts and
services; and
i Prepayments and
other current assets to ASK Omega for insurance premiums in the
amount of US$247 thousand as at the end of the comparative period ended 30 June
2023. No such prepayment made as at 30 June 2024 or as at 31
December 2023.
j Trade and other
payables of US$732 thousand (31 December 2023: US$138 thousand; 30 June 2023:
US$156 thousand) related to the purchase of oxygen, metal scrap and
services from Kislorod PCC. See Note 19
Commitments, contingencies on for further details regarding the
application to open bankruptcy proceedings ("creditor protection
proceedings") against Ferrexpo Poltava Mining ("FPM") filed by the
related party;
j Trade and other
payables of US$435 thousand (31 December 2023: US$703 thousand;
30 June 2023: US$1,589 thousand) related to the purchase of spare
parts and services from FZ Solutions LLC;
j Trade and other
payables of US$102 thousand (31
December 2023: US$317 thousand; 30 June 2023: US$235 thousand)
related to the purchase of spare parts and services from
Uzhgorodsky Turbogas, OJSC; and
j Trade and other
payables of US$203 thousand (31
December 2023: nil; 30 June 2023: US$69 thousand) related to the
purchase of replacement spare parts from
Valsa GTV Ltd.
Associated companies
h Trade and other
receivables of US$2,928 thousand
(31 December 2023: US$3,125 thousand; 30 June
2023: US$3,245 thousand) related to dividend declared by TIS Ruda
LLC prior to the beginning of the war and collection is
expected to commence in the second half of the
financial year 2024.
i Prepayments and
other current assets totalling US$390
thousand (31 December 2023: US$389 thousand; 30
June 2023: US$312 thousand) related to purchases of logistics
services from TIS Ruda LLC.
Payments on behalf of a key management
member
As disclosed in Note 19
Commitments, contingencies and legal disputes, the Group is subject
to various legal actions and ongoing court proceedings initiated by
certain governmental bodies in Ukraine. It is current practice of
these governmental bodies to issue notices of suspicion to members
of the senior management of the Group's subsidiaries in Ukraine and
requesting significant bail payments.
During the half year ended
30 June 2024, the Group
made bail payments totalling
US$1,259 thousand (31 December 2023: US$14,901
thousand; 30 June 2023: US$547 thousand) on behalf of one member of
the senior management of one of the Group's subsidiaries in Ukraine
(31 December 2023: four members; 30 June 2023: one
member).
Due to their roles as key
management members of the Group, the payments made are considered
to be related party transactions under the Listing Rules as the
payments were made to their benefit. As a result, and as required
by the Listing Rules, the Group consulted its sponsor before making
any of these payments.
Note 22: Events after the reporting period
As announced on 11 March 2024 on
the Regulatory News Service of the London Stock Exchange and
subsequently disclosed in Note 30 Commitments, contingencies and
legal disputes included in the 2023 Annual Report & Accounts, a
supplier and related party to the Group filed an application to
open bankruptcy proceedings ("creditor protection proceedings")
against Ferrexpo Poltava Mining ("FPM") in respect of a claimed
amount of UAH4.6 million (c. US$113 thousand as at 30 June 2024).
On 18 July 2024, FPM settled the
outstanding debt to the supplier and FPM submitted all documents to
the court for consideration at a hearing scheduled for 30 July
2024. This hearing has not taken place and the date of the hearing
is currently not known.
No other material adjusting or
non-adjusting events have occurred subsequent to the period-end
other than the event disclosed above.
Alternative Performance Measures ("APM")
When assessing and discussing the
Group's reported financial performance, financial position and cash
flows, management may make reference to Alternative Performance
Measures ("APMs") that are not defined or specified under
International Financial Reporting Standards ("IFRSs").
APMs are not uniformly defined by
all companies, including those in the Group's industry.
Accordingly, the APMs used by the Group may not be comparable with
similarly titled measures and disclosures made by other companies.
APMs should be considered in addition to, and not as a substitute
for or as superior to, measures of financial performance, financial
position or cash flows reported in accordance with
IFRSs.
Ferrexpo makes reference to the
following APMs in the 2024 Half Year Results.
C1 cash cost of production
Definition: Non-financial
measure, which represents the cash costs of production of iron
pellets from own ore divided by production volume of own production
ore. Non-C1 cost components include non-cash costs such as
depreciation, inventory movements and costs of purchased ore and
concentrate. The Group presents the C1 cash cost of production
because it believes it is a useful operational measure of its cost
competitiveness compared to its peer group.
US$000
|
|
As at
30.06.24
|
As at
30.06.23
|
As at
31.12.23
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
C1
cash costs
|
|
259,975
|
140,145
|
294,213
|
Non-C1 cost components
|
|
44,960
|
26,888
|
45,136
|
Inventories recognised as an expense upon sale of
goods
|
|
304,935
|
167,033
|
339,349
|
Own ore produced (kt)
|
|
3,297
|
1,967
|
3,845
|
C1 cash cost per tonne
(US$)
|
|
78.8
|
71.3
|
76.5
|
Underlying EBITDA
Definition: The Group
calculates the Underlying EBITDA as profit before tax and finance
plus depreciation and amortisation, net gains and losses from
disposal of investments and property, plant and equipment, effects from share-based payments, write-offs and
impairment losses, operating foreign exchange gains/losses and
exceptional items. The Underlying EBITDA is presented because it is
a useful measure for evaluating the Group's ability to generate
cash and its operating performance.
Historically and in agreement with
the Group's definition of the Underlying
EBITDA at that time, the Group's Underlying EBITDA included
operating foreign exchange gains and losses, which could be
material depending on the devaluation of the Ukrainian hryvnia
compared to the US dollar. During the period ended 30 June 2024,
the Group amended its definition of the Underlying EBITDA by
excluding the operating foreign exchange gains and losses. The vast
majority of the Group's operating foreign exchange gains or losses
is expected to incur on intercompany trade receivable balance of
the Ukrainian subsidiaries, which are denominated in US dollar. For
practicability reason, the entire balance of the operating foreign
exchange gains and losses are excluded from the Group's Underlying
EBITDA. It is management's view that the amended definition better
reflects the Group's ability to generate cash and to evaluate its
operating performance.
See Note 3 Segment information for
further details on the composition of the Group's Underlying
EBITDA.
Closest equivalent IFRSs measure: Profit before tax and finance.
Rationale for adjustment: The
Group presents the underlying EBITDA as it is a useful measure for
evaluating its ability to generate cash and its operating
performance. Also it aids comparability across peer groups as it is
a measurement that is often used.
Reconciliation to closest IFRSs
equivalent:
US$000
|
Notes
|
As at
30.06.24
|
Restated
As at
30.06.23
|
Restated
As at
31.12.23
|
(unaudited)
|
(unaudited)
|
(audited)
|
Underlying EBITDA
|
|
79,043
|
63,685
|
98,871
|
Losses on disposal and liquidation
of property, plant and equipment
|
5
|
(45)
|
(96)
|
(11)
|
Share-based payments
|
|
(113)
|
(719)
|
(830)
|
Write backs/(offs) and
impairments
|
5
|
118
|
180
|
(978)
|
Recognition of provisions for legal
disputes
|
|
−
|
−
|
(131,117)
|
Depreciation and
amortisation
|
5
|
(33,606)
|
(29,561)
|
(57,669)
|
Operating foreign exchange
gains/losses
|
6
|
55,258
|
(42)
|
31,371
|
Profit before tax and finance
|
|
100,655
|
33,447
|
(60,363)
|
Net
cash/(debt)
Definition: Cash and cash
equivalents net of interest-bearing loans and
borrowings.
Closest equivalent IFRSs measure: Cash and cash equivalents.
Rationale for adjustment: Net
cash/(debt) is a measurement of the strength of the Group's balance
sheet. It is presented as it is a useful measure to evaluate the
Group's financial liquidity.
Reconciliation to closest IFRSs equivalent:
US$000
|
Notes
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
(unaudited)
|
(audited)
|
(unaudited)
|
Cash and cash equivalents
|
16
|
115,131
|
115,241
|
134,903
|
Interest-bearing loans and
borrowings - current
|
17
|
(3,092)
|
(5,939)
|
(3,012)
|
Interest-bearing loans and
borrowings - non-current
|
17
|
(528)
|
(1,009)
|
(950)
|
Net
cash
|
|
111,511
|
108,293
|
130,941
|
Capital investment
Definition: Capital
expenditure for the purchase of property, plant and equipment and
intangible assets.
Closest equivalent IFRSs measure: Purchase of property, plant and equipment and intangible
assets (net cash flows used in investing activities).
Rationale for adjustment: The
Group presents the capital investment as it is a useful measure for
evaluating the degree of capital invested in its business
operations.
Reconciliation to closest IFRSs
equivalent:
US$000
|
Notes
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
(unaudited)
|
(audited)
|
(unaudited)
|
Purchase of property, plant and
equipment and intangible assets
(net cash flows used in investing
activities)
|
10
|
55,371
|
101,247
|
58,415
|
Total liquidity
Definition: Sum of cash and
cash equivalents and available committed facilities and uncommitted
facilities. Uncommitted facilities include trade finance facilities
secured against receivable balances related to these specific
trades. See Note 17 Interest-bearing loans and borrowings for
further information.
Closest equivalent IFRSs measure: Cash and cash equivalents.
Rationale for adjustment: The
Group presents total liquidity as it is a useful measure for
evaluating its ability to meet short-term business
requirements.
Reconciliation to closest IFRSs equivalent:
US$000
|
Notes
|
As at
30.06.24
|
As at
31.12.23
|
As at
30.06.23
|
(unaudited)
|
(audited)
|
(unaudited)
|
Cash and cash equivalents
|
16
|
115,131
|
115,241
|
134,903
|
Uncommitted facilities
|
|
−
|
−
|
−
|
Total liquidity
|
|
115,131
|
112,945
|
134,903
|
Glossary
Act
|
The Companies Act 2006
|
AGM
|
The Annual General Meeting of the
Company
|
Articles
|
Articles of Association of the
Company
|
Audit Committee
|
The Audit Committee of the Company's
Board
|
Bank
F&C
|
Bank Finance & Credit
|
Belanovo or Bilanivske
|
An iron ore deposit located
immediately to the north of Yeristovo
|
Benchmark Price
|
International seaborne traded iron
ore pricing mechanism understood to be offered to the market by
major iron
ore producers under long-term
contracts
|
Beneficiation Process
|
A number of processes whereby the
mineral is extracted from the crude ore
|
BIP
|
Business Improvement Programme, a
programme of projects to increase production output and efficiency
at FPM
|
Blast furnace pellets
|
Used in Basic Oxygen Furnace "BOF"
steelmaking and constitute about 70% of the traded pellet
market
|
Board
|
The Board of Directors of the
Company
|
Bt
|
Billion tonnes
|
C1
costs
|
Represents the cash costs of
production of iron pellets from own ore, divided by production
volume from own
ore, and excludes non-cash costs
such as depreciation, pension costs and inventory movements, costs
of
purchased ore, concentrate and
production cost of gravel
|
Capesize
|
Capesize vessels are typically
above 150,000 tonnes deadweight. Ships in this class include oil
tankers, supertankers and bulk carriers transporting coal, ore, and
other commodity raw materials. Standard capesize vessels are able
to transit through the Suez Canal
|
Capex
|
Capital expenditure for the purchase
of property, plant and equipment and intangible assets
|
Capital Employed
|
The aggregate of equity attributable
to shareholders, non-controlling interests and
borrowings
|
CFR
|
Delivery including cost and
freight
|
CHF
|
Swiss Franc, the currency of
Switzerland
|
China & South East Asia
|
This segmentation for the Group's
sales includes China and Vietnam
|
CID
|
Committee of Independent
Directors
|
CIF
|
Delivery including cost, insurance
and freight
|
CIS
|
The Commonwealth of Independent
States
|
CODM
|
The Executive Committee is
considered to be the Group's Chief Operating
Decision-Maker
|
Company
|
Ferrexpo plc, a public company
incorporated in England and Wales with limited liability
|
Controlling Shareholder
|
49.5% of Ferrexpo plc shares are
held by Fevamotinico S.a.r.l.; Fevamotinico is wholly owned by The
Minco
Trust. The Minco Trust is a
discretionary trust that has three beneficiaries, consisting of Mr
Zhevago and two
other members of his family. Each
of the beneficiaries of the Minco Trust is considered a controlling
shareholder of Ferrexpo plc
|
CPI
|
Consumer Price Index
|
CRU
|
The CRU Group provides market
analysis and consulting advice in the global mining
industry
(see www.crugroup.com)
|
CSR
|
Corporate Social
Responsibility
|
DAP
|
Delivery at place
|
DFS
|
Detailed feasibility
study
|
Directors
|
The Directors of the
Company
|
Direct reduction
|
Used in Direct Reduction Iron
("DRI") production
|
Direct reduction
"DR"
pellets
|
In regions where natural gas is
cheap and plentiful, such as the Middle East, DR pellets are mixed
with natural gas to produce DRI, an alternative source of metallic
to scrap in Electric Arc Furnace ("EAF") steelmaking. DR pellets
are a niche, higher quality product with Fe content greater than
67% and a combined level of silica and alumina of <2%
|
EBT
|
Employee benefit trust
|
EPS
|
Earnings per share
|
Europe (including Turkey)
|
This segmentation for the Group's
sales includes Austria, Czech Republic, Germany, Hungary, Romania,
Serbia, Slovakia and Turkey
|
Executive Committee
|
The Executive Committee of
management appointed by the Company's Board
|
Executive Directors
|
The Executive Directors of the
Company
|
FBM
|
LLC Ferrexpo Belanovo Mining, a
company incorporated under the laws of Ukraine
|
Fe
|
Iron
|
Ferrexpo
|
The Company and its
subsidiaries
|
Ferrexpo AG Group
|
Ferrexpo AG and its subsidiaries
including FPM
|
Fevamotinico
|
Fevamotinico S.a.r.l., a company
incorporated with limited liability in Luxembourg
|
FOB
|
Delivered free on board, which
means that the seller's obligation to deliver has been fulfilled
when the goods have passed over the ship's rail at the named port
of shipment, and all future obligations in terms of costs and risks
of loss or damage transfer to the buyer from that point
onwards
|
FPM
|
Ferrexpo Poltava Mining, also
known as PJSC Ferrexpo Poltava Mining, a company incorporated under
the laws of Ukraine
|
FRMCC
|
Finance, Risk Management and
Compliance Committee, a sub-committee of the Executive
Committee
|
FTSE
All Share Index
|
Capitalisation rated index of 600 of
London Stock Exchange quoted companies
|
FYM
|
LLC Ferrexpo Yeristovo Mining, a
company incorporated under the laws of Ukraine
|
GPL
|
Gorishne-Plavninske-Lavrykivske, the
iron ore deposit being mined by FPM
|
Group
|
The Company and its
subsidiaries
|
HSE
|
Health, safety and
environment
|
HSEC
Committee
|
The Health, Safety, Environment and
Community Committee
|
IAS
|
International Accounting
Standards
|
IASB
|
International Accounting Standards
Board
|
IFRIC interpretations
|
IFRS interpretations, as issued by
the IFRS Interpretations Committee
|
IPO
|
Initial public offering
|
Iron
ore concentrate
|
Product of the beneficiation process
with enriched iron content
|
Iron
ore pellets
|
Balled and fired agglomerate of
iron ore concentrate, whose physical properties are well suited for
transportation to and reduction within a blast furnace
|
Iron
ore sinter fines
|
Fine iron ore screened to
-6.3mm
|
IRR
|
Internal Rate of Return
|
JORC
|
Australasian Joint Ore Reserves
Committee - the internationally accepted code for ore
classification
|
K22
|
GPL ore has been classified as
either K22 or K23 quality, of which K22 ore is of higher quality
(richer)
|
KPI
|
Key Performance Indicator
|
Kt
|
Thousand tonnes
|
LIBOR
|
The London Inter Bank Offered
Rate
|
LLC
|
Limited Liability Company (in
Ukraine)
|
LSE
|
London Stock Exchange
|
LTI
|
Lost time injury
|
LTIFR
|
Lost-Time Injury Frequency
Rate
|
LTIP
|
Long-Term Incentive Plan
|
m3
|
Cubic metre
|
Middle East & North Africa
|
This segmentation for the Group's
sales includes Algeria and the United Arab Emirates.
|
Mm
|
Millimetre
|
Mt
|
Million tonnes
|
Mtpa
|
Million tonnes per annum
|
NBU
|
National Bank of Ukraine
|
Nominations Committee
|
The Nominations Committee of the
Company's Board
|
Non-executive Directors
|
Non-executive Directors of the
Company
|
NOPAT
|
Net operating profit after
tax
|
North America
|
This segmentation for the Group's
sales includes the United States
|
North East Asia
|
This segmentation for the Group's
sales includes Japan and Korea
|
OHSAS 18001
|
International safety standard
'Occupational Health & Safety Management System
Specification'
|
Ordinary Shares
|
Ordinary Shares of 10 pence each in
the Company
|
Ore
|
A mineral or mineral aggregate
containing precious or useful minerals in such quantities, grade
and chemical combination as to make extraction economic
|
|
|
Panamax
|
Modern panamax ships typically
carry a weight of between 65,000 to 90,000 tonnes of cargo and can
transit both Panama and Suez canals
|
PPE
|
Personal protective
equipment
|
PPI
|
Ukrainian producer price
index
|
Probable Reserves
|
Those measured and/or indicated
mineral resources which are not yet 'proved', but of which detailed
technical and economic studies have demonstrated that extraction
can be justified at the time of determination and under specific
economic conditions
|
Proved Reserves
|
Measured mineral resources of
which detailed technical and economic studies have demonstrated
that extraction can be justified at the time of determination and
under specific economic conditions
|
Rail
car
|
Railway wagon used for the transport
of iron ore concentrate or pellets
|
Relationship Agreement
|
The relationship agreement entered
into among Fevamotinico S.a.r.l., Kostyantin Zhevago, The Minco
Trust and the Company
|
Remuneration Committee
|
The Remuneration Committee of the
Board
|
Reserves
|
Those parts of mineral resources
for which sufficient information is available to enable detailed or
conceptual mine planning and for which such planning has been
undertaken. Reserves are classified as either proved or
probable
|
Resources
|
Concentration or occurrence of
material of intrinsic economic interest in or on the earth's crust
in such form,
quality and quantity that there
are reasonable prospects for eventual economic
extraction
|
Sinter
|
A porous aggregate charged
directly to the blast furnace which is normally produced by firing
fine iron ore and/or iron ore concentrate, other binding materials,
and coke breeze as the heat source
|
Spot
price
|
The current price of a product for
immediate delivery
|
Sterling/£
|
Pound Sterling, the currency of the
United Kingdom
|
STIP
|
Short-Term Incentive Plan
|
Tailings
|
The waste material produced from
ore after economically recoverable metals or minerals have been
extracted. Changes in metal prices and improvements in technology
can sometimes make the tailings economic to process at a later
date
|
Tolling
|
The process by which a customer
supplies concentrate to a smelter and the smelter invoices the
customer the smelting charge, and possibly a refining charge, and
then returns the metal to the customer
|
Ton
|
A US short ton, equal to 0.9072
metric tonnes
|
Tonne or t
|
Metric tonne
|
Treasury Shares
|
A company's own issued shares that
it has purchased but not cancelled
|
TSF
|
Tailings storage facility
|
TSR
|
Total shareholder return. The
total return earned on a share over a period of time, measured as
the dividend per share plus capital gain, divided by initial share
price
|
UAH
|
Ukrainian hryvnia, the currency of
Ukraine
|
UK
adopted IFRS
|
International Financial Reporting
Standards adopted for use in the United Kingdom
|
Ukr
SEPRO
|
The quality certification system
in Ukraine, regulated by law to ensure conformity with safety and
environmental standards
|
Underlying EBITDA
|
The Group calculates the
Underlying EBITDA as profit before tax and finance plus
depreciation and amortisation, adjusted for net gains and losses
from disposal of investments property, plant and equipment, effects
from share-based payments, write-offs and impairment losses,
operating foreign exchange gains/losses and exceptional
items
|
Underlying EBITDA margin
|
Underlying EBITDA (see definition
above) as a percentage of revenue
|
US$/t
|
US dollars per tonne
|
Value-in-use
|
The implied value of a material to
an end user relative to other options, e.g. evaluating, in
financial terms, the productivity in the steel making process of a
particular quality of iron ore pellets versus the productivity of
alternative qualities of iron ore pellets
|
VAT
|
Value Added Tax
|
WAFV
|
Weighted average fair
value
|
WMS
|
Wet magnetic separation
|
Yeristovo or Yerystivske
|
The deposit being developed by
FYM
|
|
|