Yellow Cake PLC (YCA)
Yellow Cake PLC: Annual Results for the year ended 31 March
2024
19-Jul-2024 / 11:20 GMT/BST
The issuer is solely responsible for the content of this
announcement.
19 July 2024
Yellow Cake plc ("Yellow Cake" or the
"Company")
Annual Results for the
year ended 31 March 2024
Highlights
- |
Spot U3O8 price rose to a 16-year high of USD107/lb
in February 2024 and closed at USD87.00/lb on 31 March 2024, a
72% increase compared to its close of USD50.65/lb as at 31 March
2023[1]. |
- |
Increase
of 84% in the value of the Group's holdings of
U3O8 during the financial year to
USD1,753.5 million as at 31 March 2024, as a result of a net
increase in the volume of uranium held from 18.81 million lb of
U3O8 to 20.16 million lb of
U3O8, combined with the appreciation in the uranium
price. |
- |
Raised gross proceeds of approximately USD125
million (approximately GBP103 million) during the financial year
through a share placing in October 2023 to acquire additional
U3O8. |
- |
Holdings of 20.16 million lb of
U3O8 as at 31 March
2024. |
- |
Acquired a further 1.53 million lbs
of U3O8 after year-end, using the raise proceeds
to exercise the 2023 Kazatomprom option. This additional uranium
was received in June 2024. |
- |
Holdings of 21.68 million lb of
U3O8 as at 18 July 2024 acquired at an average
cost of USD34.64/lb[2] which represent
approximately 15% of 2023 global uranium
production. |
- |
Net asset value of USD1,883.6 million (GBP6.88
per share)[3] as at 31 March 2024 (2023: USD1,035.3
million (GBP4.23 per share)). |
- |
Profit after tax of USD727.0 million for the
year ended 31 March 2024 (2023: loss after tax of USD102.9 million)
due primarily to a 72% gain in the spot price leading to a USD735.0
million increase in the fair value of the Group's uranium holdings
(2023: USD96.9 million decrease). |
Andre Liebenberg, CEO
of Yellow Cake, said;
"The uranium price
continued to rise steadily over the course of the year, reaching a
16-year high in February. Yellow Cake's strategy is to provide our
investors with direct exposure to uranium through the buying and
holding of the physical commodity and commercial activities related
to our inventory. We remain confident in our strategy and the
opportunities to deliver value for our shareholders. This is based
on the fact the same supply-demand market fundamentals that have
driven the stronger uranium price are even more entrenched today
than they were at the time of our IPO. A significant
highlight for us during the year was the value of our holdings
reaching USD 2 billion. Simply put, uranium supply continues to lag
demand following years of underinvestment and mine closures,
further exacerbated by the rapid expansion of the global nuclear
reactor fleet, with China alone planning to add up to as many as
150 new reactors by 2040. We look forward with
confidence."
ENQUIRIES:
Yellow Cake
plc |
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Andre Liebenberg,
CEO |
Carole Whittall,
CFO |
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Tel: +44 (0) 153 488
5200 |
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Nominated Adviser and Joint Broker: Canaccord
Genuity Limited |
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James
Asensio |
Henry
Fitzgerald-O'Connor |
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Ana
Ercegovic |
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Tel: +44 (0) 207 523
8000 |
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Joint Broker:
Berenberg |
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Matthew
Armitt |
Jennifer
Lee |
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Detlir
Elezi |
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Tel: +44 (0) 203 207
7800 |
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Financial Adviser: Bacchus Capital
Advisers |
Peter
Bacchus |
Richard
Allan |
Tel: +44 (0) 203 848
1640 |
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Communications Adviser: Sodali &
Co |
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Peter
Ogden |
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Tel: +44 (0) 7793 858
211 |
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ABOUT YELLOW
CAKE
Yellow Cake is a
London-quoted company, headquartered in Jersey, which offers
exposure to the uranium spot price. This is achieved through its
strategy of buying and holding physical triuranium octoxide
("U3O8") and adding value
through other uranium related activities. Yellow Cake seeks to
generate returns for shareholders through the appreciation of the
value of its holdings of U3O8 and its other
uranium related activities in a rising uranium price environment.
The business is differentiated from its peers by its ten-year
Framework Agreement for the supply of
U3O8 with
Kazatomprom, the world's largest uranium producer. Yellow Cake
currently holds 21.68 million pounds of
U3O8, all of which is held
in storage in Canada and
France.
FORWARD-LOOKING
STATEMENTS
Certain statements
contained herein are forward looking statements and are based on
current expectations, estimates and projections about the potential
returns of the Company and the industry and markets in which the
Company will operate, the Directors' beliefs and assumptions made
by the Directors. Words such as "expects", "anticipates", "should",
"intends", "plans", "believes", "seeks", "estimates", "projects",
"pipeline", "aims", "may", "targets", "would", "could" and
variations of such words and similar expressions are intended to
identify such forward-looking statements and expectations. These
statements are not guarantees of future performance or the ability
to identify and consummate investments and involve certain risks,
uncertainties and assumptions that are difficult to predict,
qualify or quantify. Therefore, actual outcomes and results may
differ materially from what is expressed in such forward-looking
statements or expectations. Among the factors that could cause
actual results to differ materially are: uranium price volatility,
difficulty in sourcing opportunities to buy or sell
U3O8, foreign exchange
rates, changes in political and economic conditions, competition
from other energy sources, nuclear accidents, loss of key personnel
or termination of the services agreement with 308 Services Limited,
changes in the legal or regulatory environment, insolvency of
counterparties to the Company's material contracts or breach of
such material contracts by such counterparties. These
forward-looking statements speak only as at the date of this
announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules.
CHAIRMAN'S
STATEMENT
Yellow Cake is
committed to its stated strategy and has delivered considerable
value to our shareholders through the buying and holding of
physical uranium, while continuing to explore further opportunities
to realise additional value from these
holdings.
The Board of Directors
(the "Board") is proud of the significant milestone achieved by
Yellow Cake during the year, with the Group's market value passing
USD2 billion, a noteworthy increase from the USD200 million value
at listing in 2018. At the time, uranium had traded for an extended
period at around USD20/lb, a price significantly below that implied
by the disconnect between future requirements and producers'
ability to easily meet this
demand.
The recognition of
nuclear energy's important role in meeting future low-carbon energy
requirements and increasing global focus on energy security
continued to strengthen during the year under review. This was
evident in positive policy shifts towards nuclear in many
countries, announcements of new builds, operating life extensions
for existing facilities and ongoing restarts in
Japan.
At the same time, the
vulnerability of the uranium supply chain came more sharply into
focus, with key producers announcing difficulties in ramping up
projects and delays in bringing new resources into production.
Western nations are formalising ways to work together to reduce
dependence on Russian sourced nuclear fuel and support non-Russian
capacity, with related legislation approved by the US during the
year. These developments saw U3O8, trade at over
USD100/lb for the first time in 16 years, peaking at USD107/lb in
February. In May 2024, President Biden signed into law regulations
to limit the import of Russian nuclear fuel into
the US[4].
Supporting positive
returns for
investors
Yellow Cake provides
investors with an opportunity to realise value from long-term
exposure to the uranium spot price and related uranium
opportunities in a low-risk, low-cost and publicly-quoted vehicle.
The Group actively pursues strategies to support positive returns
for investors.
In October 2023,
Yellow Cake took advantage of a market opportunity, placing 18.7
million new ordinary shares in an oversubscribed placing with
existing and new institutional investors. We were delighted with
the strong response, which highlighted the growing interest in, and
understanding of, the uranium investment
case.
The proceeds were used
to acquire a further 1.53 million lbs of
U3O8, which was received
in June 2024. Following receipt, Yellow Cake's total holdings of
21.68 million lbs represent approximately 15% of 2023 global annual
uranium production. The Board constantly reviews the Group's
strategy to grow the business, improve shareholder value and
address any discount to net asset
value.
Following the commencement of trading of
Yellow Cake's shares on the OTCQX Best Market last year, we were
very pleased at the Group's inclusion in the 2024
OTCQX® Best 50, a
ranking of top performing companies traded on the market last
year.
Yellow Cake's Board reserves the right to
declare a dividend, as and when deemed appropriate, however,
the Group does not currently expect to declare
dividends on a regular or fixed basis. The Board is not declaring a
dividend for this financial
year.
Ensuring responsible
business practices
The Board is committed
to good governance and high ethical standards, and recognises that
responsible management of the Group's environmental, social and
governance impacts and performance are integral to long-term value
creation.
Yellow Cake has
zero-tolerance for bribery, corruption and unethical practices.
Policies and measures are in place to prevent bribery, modern
slavery, inducements and money laundering, and to ensure compliance
with economic sanctions. These include a whistleblowing
policy.
The Code of Conduct
promotes the Group's key values of dignity, diversity, business
integrity and accountability. It also sets operational and
performance requirements for employees, directors, business
partners, contractors and
advisers.
Effective governance
and oversight
Yellow Cake applies
the principles and provisions of the UK Corporate Governance Code
2018 (the "Code") to the degree appropriate to the size and nature
of Yellow Cake's business. The Group's small scale and simplicity
supports effective governance and oversight and facilitates good
communication. Compliance policies are regularly reviewed and
updated to ensure continued alignment with the latest developments
in corporate governance requirements
and guidelines.
The Board plays an
active role in overseeing the Group's activities and met seven
times during the year to 31 March 2024. The Audit and
Remuneration Committees also met during the period to discharge
their duties as set out in their terms of
reference.
The direct social and
environmental impacts of the Group's activities are minimal. We
conduct appropriate due diligence on suppliers and business
partners to ensure that we are comfortable that they share our
commitment to responsible business practices. This is supplemented
by an annual external and independent assessment of our ESG
practices and those of our primary
suppliers.
Stakeholder
engagement
The Group values its
relationships with key stakeholders and proactively
facilitates opportunities for dialogue. Feedback from these
engagements is regularly communicated to the
Board.
The Chairman is
available to the Group's major shareholders to discuss governance,
strategy and performance. Day-to-day stakeholder queries are
addressed by the Executive Directors. When required, the chairs of
the Board Committees seek engagement with shareholders on
significant matters related to their areas of responsibility.
During the year, Yellow Cake engaged with shareholders and
consulted the Group's remuneration advisors regarding concerns
about the Group's long-term incentive
programme.
Appreciation
I would like to thank
my fellow Directors for their contribution and diligence during the
year. On behalf of the Board, I thank our shareholders and
investors for their continued strong support for the
Group.
We believe the compelling supply-demand
fundamentals underpinning Yellow Cake's investment case are as
relevant today as they were in 2018, with rising production costs
and utilities re-stocking representing additional
drivers.
The Lord St John of
Bletso
Chairman
CHIEF EXECUTIVE
OFFICER'S REVIEW
The uranium market is
currently characterised by five key themes - four supporting demand
and a fifth relating to the constraints on supply. These themes
were forming when Yellow Cake listed and have continued to
strengthen
since then.
Nuclear's key role in
the low-carbon energy
transition
Nuclear power is now widely accepted as
having an essential role to play in meeting growing global energy
demand while supporting decarbonisation goals. Its low carbon
lifecycle emissions, small operational footprint and reliable
baseload profile make it an excellent complement to renewable
energy sources. The International Energy Agency Net Zero Emissions
Scenario forecasts nuclear power generation to more than double by
2050, requiring an average of 26 GW of new nuclear capacity to be
added each year compared to the 56 GW which was brought online in
the last decade. In December 2023, more than 20 countries signed a
pledge at COP28 to triple nuclear energy by
2050[5] and in March 2024 representatives from 32
nations met at the inaugural Nuclear Energy Summit to discuss the
role of nuclear energy in addressing
climate change[6].
Forecast growth in
nuclear generation
capacity
Theme two is the
resulting steps many countries are taking to rapidly increase
available nuclear capacity following positive policy shifts towards
nuclear. These efforts include halting plans to decommission
existing facilities, extending operating lifespans, restarting
idled reactors and accelerating nuclear build programmes. There are
60 reactors currently under construction worldwide and more than 90
planned, with 53 of these in China and
India alone[7].
Advanced reactors and Small Modular Reactors
("SMRs") are receiving strong support from governments and
investors, and making encouraging progress towards
commercialisation. These technologies promise reduced upfront
costs, operational footprints and construction times. While smaller
than existing reactors, their upfront fuel requirements to support
longer refuelling cycles suggest increased uranium demand in the
medium term.
A new emphasis on
energy security and energy
independence
The third theme is the
global reassessment of the importance of energy security and
accelerating shift away from fossil fuels following Russia's
invasion of Ukraine. While this has raised nuclear's profile as a
source of secure and affordable energy, it also added risk to the
global uranium fuel cycle and has driven a de-globalisation of
demand between Russian and non-Russian
sources.
Russia supplies
approximately 5% of global uranium concentrates, 20% of conversion
and 46% of enrichment[8], highlighting the security of
supply risk in the context of the growing primary supply gap and
shrinking secondary supplies. Western nations are working together
to reduce dependence on Russian sourced nuclear fuel and support
non-Russian capacity, with the US in particular committing
significant funding to securing supply of high-assay low-enriched
uranium for SMRs and advanced reactors. In May 2024, the US
banned imports of Russian nuclear fuel from August 2024, although
with certain waivers until 2027[9]. Since the start of
the war, utilities in the US, Europe and elsewhere have sought to
source from non-Russian
suppliers.
This has seen prices in the back end of the
nuclear fuel cycle rise dramatically, with the price of enrichment
and conversion tripling, compared to the doubling in the
uranium spot market. Given its strong position in conversion and
enrichment, there is also a risk that Russia could disrupt the
market by unilaterally cutting supplies in response to the new US
Act, other policy developments or
sanctions.
There remain concerns
about disruptions to uranium deliveries from Kazakhstan that
transit Russian territory and delays to maritime deliveries from
Australia that may be affected by attacks on ships in the Red
Sea.
Long-term contracting
by utilities
For many years, global
uranium consumption has run well ahead of production, with the
shortfall being made up from stockpiles and secondary supplies.
With these alternative sources now largely depleted, demand for mid
and long-term contracts to cover future uranium requirements is
pushing term uranium prices higher. Contracted volumes in 2023 more
than doubled from 2021 and the negotiated terms in term offers
reportedly reflect the shift from a buyer's market to a seller's
market.
Uranium supply remains
challenged
In the face of the
trends driving demand, the ability of producers to easily increase
production and bring new resources online remains constrained. The
extended period of low uranium prices saw major producers idling
uneconomic operations or curtailing production, and disincentivised
investment in new resources. In the past few years, several
significant operations closed permanently and the coup in Niger
last year has disrupted around 4% of global production. Ongoing
supply chain challenges following COVID-19 have exacerbated delays
and limited access to key equipment
and materials.
While several
producers have announced restarts of idled production, these will
take time to reach full capacity and are insufficient to meet the
shortfall. Over the past year, Kazatomprom and Cameco, the two
largest global uranium producers, both announced delays in planned
ramp ups due to shortages of key inputs and other industry
complexities. This may require both companies to buy from an
already thin spot market to meet contractual
commitments.
Sustained higher uranium prices will be
required to incentivise more capital-intensive greenfield
developments to support a meaningful rise in long-term global
production. These new mines are also likely to experience similar
challenges in reaching sustainable production and would only start
to contribute towards the end of the current
decade.
Spot and term market
volumes continue to
diverge
Spot market volumes decreased by 8% in the
2023 calendar year to 56.3 million lb (CY2022: 60.8 million lb),
well below the record volumes in CY2021 (102.4 million lb), but
still above historical averages[10]. Only US utilities
and hedge funds increased purchases during the year, with decreased
activity by investment funds, producers, junior miners and non-US
utilities resulting in the net decrease in volumes year on
year.
The uranium spot market price started 2023
at USD48.00/lb and ended the year 90% up at USD91.00/lb. Early in
February 2024, the price peaked at USD107/lb, before retreating to
USD87.00/lb on 31 March 2024, 72% higher than the close on 31 March
2023 of USD50.65/lb.
Term uranium volume contracted rose by 29%
to 160.8 million lb (CY2022: 114 million lb), more than
double the annual average of around 77 million lb over the past
decade[11]. This was mainly driven by European utilities
that previously sourced uranium from Russian suppliers shifting to
Western sources, which offset decreased contracting by US
utilities. Three and five-year forward prices increased by 70% and
77% respectively over the year to 31 March
2024.
Conversion and enrichment prices increased
by 44% and 27% respectively over the year to 31 March 2024,
reflecting concerns about the possibility of bans on US imports of
Russian fuel and ongoing capacity constraints as utilities move
away from Russian sources. Additional conversion and enrichment
capacity will take several years to come to market if higher prices
are sustained, although a short-term switch from underfeeding to
overfeeding could help to meet demand, but will require additional
UF6 and U3O8.
Increased holdings of
U3O8
In September, Yellow Cake took delivery of a
further 1.35 million lb of uranium contracted in the 2023 financial
year. In October, we took the opportunity to raise approximately
USD125 million (before costs), which was applied to fully utilise
the 2023 Kazatomprom option and contract for a further
1.53 million lb, which was delivered in June 2024. This
brings our total holdings after receipt to 21.68 million
lb.
Despite the continued improvement in the
uranium market fundamentals, Yellow Cake traded at a discount to
net asset value for a significant part of the year. We believe this
was much more due to macroeconomic factors impacting the risk
appetite in the broader equity market rather than specifically the
uranium spot market. During the course of the last calendar year
equity markets were impacted by the Silicon Bank failure in the
United States, the second wave of COVID-19 in China and flattening
of interest rate expectations as investors priced in a "higher for
longer" federal funds
rate.
Outlook
We expect the existing
trends in the uranium market to remain in place in the year ahead,
with continued spot price volatility on an upward price trend in
the near- to medium-term with a strong bias towards the upside as
the lack of mobile inventory takes hold, constraining near-term
uranium supply availability. Term contracting volumes are
anticipated to increase as utilities secure future supplies.
Increased activity in the uranium market could also unlock
opportunities to realise further value from commercial
opportunities related to our U3O8 holdings. The
market will be watching progress in producer ramp-up plans and new
uranium projects closely as indicators of producers' ability to
meet the growing primary supply
gap.
We remain confident in
the outlook for uranium and Yellow Cake's ability to deliver on our
stated strategy of realising opportunities to create value for
investors by increasing our U3O8 holdings when
the share price is trading above net
asset value and adding value from
commercial opportunities.
Andre
Liebenberg
Chief Executive
Officer
CHIEF FINANCIAL
OFFICER'S REPORT
During the financial
year, the value of Yellow Cake's uranium holdings increased 84% as
a result of a 1.35 million lb increase in its holdings and a 72%
increase in the uranium price. In October, the Group successfully
completed a USD125 million share placing and applied the proceeds
to the purchase of an additional 1.53 million lb of
U3O8 which was
received in June
2024.
I am pleased to
present the following audited financial statements for the year to
31 March 2024 and report a number of
highlights:
- |
Uranium holdings of
20.16 million lb of U3O8 valued at
USD1,753.5 million as at 31 March 2024 (18.81 million lb of
U3O8 valued at
USD952.5 million at 31 March
2023). |
- |
Gross proceeds of
USD124.7 million from a share placing in October 2023, applied to
the purchase 1.53 million lb of U3O8 at a price of
USD65.50/lb and an aggregate consideration of USD100 million,
delivered in June 2024. |
- |
Profit after tax of
USD727.0 million (2023: Loss of USD102.9 million), driven by a fair
value gain of USD735.0 million on the Group's uranium
holdings. |
Uranium
transactions
Yellow Cake started
the financial year with holdings of 18.81 million lb of
U3O8. On 30 September
2023, Yellow Cake took delivery of 1.35 million lb of
U3O8 that it had
agreed to purchase in February 2023 as part of its 2022 Kazatomprom
uranium purchase option. This was received by the Group at the
Cameco storage facility in Canada in accordance with the agreed
delivery schedule.
In October 2023,
Yellow Cake took the opportunity to raise USD124.7 million through
a share placement. The proceeds were applied to fully utilise the
Group's 2023 Kazatomprom option by purchasing 1.53 million lb of
U3O8 at an average
price of USD65.50/lb and an aggregate consideration of USD100.0
million. This uranium purchase transaction completed in June
2024.
As at 31 March 2024,
the Group's uranium holdings comprised 20.16 million lb of
U3O8, a net increase of
1.35 million lb of U3O8 during the
financial year. Following completion of the agreed purchase of 1.53
million lb of U3O8 the Group's
uranium holdings comprises 21.68 million lb of
U3O8.
Yellow Cake continues
to explore beneficial commercial opportunities related to its
uranium holdings on an ongoing basis. Although no such transactions
were concluded in the year under review, we have set up a new
subsidiary to allow us to more easily conclude commercial
agreements.
Uranium-related gains
and losses
Yellow Cake made a
total uranium-related profit of USD735.0 million in the year
to 31 March 2024 as a result of an increase in the fair value of
the Group's uranium holdings, which was attributable to the
increase in the spot price.
Establishment of
subsidiary
During the year,
Yellow Cake established a wholly-owned subsidiary, YCA Commercial
Ltd, which holds 1.95 million lb of
U308. It is intended that
YCA Commercial Ltd will be the vehicle through which the Group
engages in uranium-related commercial transactions, such as
location swaps, to realise value from Yellow Cake's uranium
holdings.
Operating
performance
Yellow Cake delivered
a profit after tax for the year of USD727.0 million (2023: loss of
USD102.9 million). Expenses for the year were
USD12.3 million
(2023: USD7.0 million).
Yellow Cake's
Management Expense Ratio for the year (total operating expenses,
excluding commissions and equity offering expenses, expressed as an
annualised percentage of average daily estimated net asset value
during the period) was 0.74%
(31 March 2023: 0.68%).
The Group does not
propose to declare a dividend for
the year.
Share
placing
On 2 October 2023, the
Group issued 18.7 million new ordinary shares to existing and new
institutional investors at a price of GBP5.50 per share. The Group
raised net proceeds of GBP102.7 million (USD equivalent:
USD121.1 million net of costs of
USD3.6 million).
Balance sheet and cash
flow
The value of Yellow
Cake's uranium holdings increased by 84% to USD1,753.5 million at
year-end compared to USD952.5 million at the end of the 2023
financial year, as a result of a net increase in the volume of
uranium held and the increase in the uranium price. As at 31 March
2024, Yellow Cake had cash of USD133.2 million (2023: USD84.4
million).
Yellow Cake's net
asset value at 31 March 2024 was GBP6.88[12] per
share or USD1,753.5 million, consisting of 20.16 million lb of
U3O8 valued at a spot
price of USD87.00/lb, cash and cash equivalents of
USD133.2 million and other net current liabilities of
USD3.1 million.
Yellow Cake's
estimated net asset value on 11 July 2024 was USD1,894.8 million or
GBP6.76 per share[13], assuming 21.68 million lb of
U3O8 valued at the
daily price of USD86.00/lb published by UxC LLC on 11 July 2024,
cash and cash equivalents of USD133.2 million and net current
liabilities of USD3.1 million as at 31 March 2024, less cash
consideration of USD100 million which was paid to Kazatomprom
following the delivery of 1.53 million lb of
U3O8 in June
2024.
Carole
Whittall
Chief Financial
Officer
FINANCIAL
STATEMENTS
Consolidated Statement
of Financial Position
|
Notes |
As
at
31 March
2024
USD
'000 |
As
at
31 March
2023
USD
'000 |
ASSETS: |
|
|
|
Non-current
assets |
|
|
|
Uranium
holdings |
4 |
1,753,537 |
952,504 |
Total non-current
assets |
|
1,753,537 |
952,504 |
Current
assets |
|
|
|
Receivables |
5 |
432 |
324 |
Cash and cash
equivalents |
6 |
133,189 |
84,428 |
Total current
assets |
|
133,621 |
84,752 |
Total
assets |
|
1,887,158 |
1,037,256 |
LIABILITIES: |
|
|
|
Current
liabilities |
|
|
|
Trade and other
payables |
7 |
(3,544) |
(1,930) |
Total current
liabilities |
|
(3,544) |
(1,930) |
Total
liabilities |
|
(3,544) |
(1,930) |
NET
ASSETS |
|
1,883,614 |
1,035,326 |
EQUITY: |
|
|
|
Attributable to the
equity owners of the
Group |
|
|
|
Share
capital |
8 |
2,951 |
2,724 |
Share
premium |
8 |
781,233 |
660,203 |
Share-based payment
reserve |
9 |
107 |
166 |
Treasury
shares |
10 |
(14,061) |
(14,216) |
Retained
earnings |
|
1,113,384 |
386,449 |
TOTAL
EQUITY |
|
1,883,614 |
1,035,326 |
The consolidated
financial statements of Yellow Cake plc and the related notes were
approved by Directors on 18 July 2024 and were signed on its behalf
by:
Andre Liebenberg
Chief Executive
Officer
Consolidated Statement
of Comprehensive Income
|
Notes |
1 April
2023
to 31 March
2024
USD
'000 |
1 April
2022
to 31 March
2023
USD
'000 |
Uranium holding
gains/(losses) |
|
|
|
Fair value movement of
uranium holdings |
4 |
735,018 |
(96,902) |
Total uranium
gains/(losses) |
|
735,018 |
(96,902) |
Expenses |
|
|
|
Share-based
payments |
9 |
(25) |
(44) |
Equity offering
expenses |
8 |
(206) |
(144) |
Commission on uranium
transactions |
11 |
(660) |
(226) |
Procurement and market
consultancy fees |
11 |
(3,890) |
(3,092) |
Storage and other
expenses |
12 |
(7,517) |
(3,466) |
Total
expenses |
|
(12,298) |
(6,972) |
Bank interest
income |
|
4,785 |
576 |
Loss on foreign
exchange |
|
(499) |
362 |
Profit/(loss) before
tax attributable to the equity owners of the
Group |
|
727,006 |
(102,936) |
Tax
expense |
13 |
- |
- |
Total comprehensive
profit/(loss) for the year after tax attributable to the equity
owners of the Group |
|
727,006 |
(102,936) |
Basic earnings/(loss)
per share attributable to the equity owners of the Group
(USD) |
15 |
3.51 |
(0.56) |
Diluted earnings/(loss)
per share attributable to the equity owners of the Group
(USD) |
15 |
3.50 |
(0.56) |
Consolidated Statement
of Changes in Equity
Attributable to the
equity owners of the Company
|
|
Share
capital |
Share
premium |
Share-
based
payment
reserve |
Treasury
Shares |
Retained
earnings |
Total
equity |
|
Notes |
USD
'000 |
USD
'000 |
USD
'000 |
USD
'000 |
USD
'000 |
USD
'000 |
As at 31 March
2022 |
|
2,544 |
588,181 |
122 |
(11,219) |
489,385 |
1,069,013 |
Total comprehensive
loss after tax for the
year |
|
- |
- |
- |
- |
(102,936) |
(102,936) |
Transactions with
owners: |
|
|
|
|
|
|
|
Shares
issued |
8 |
180 |
74,072 |
- |
- |
- |
74,252 |
Share issue
costs |
8 |
- |
(2,050) |
- |
- |
- |
(2,050) |
Share-based
payments |
9 |
- |
- |
44 |
- |
- |
44 |
Purchase of own
shares |
10 |
- |
- |
- |
(2,997) |
- |
(2,997) |
As at 31 March
2023 |
|
2,724 |
660,203 |
166 |
(14,216) |
386,449 |
1,035,326 |
Total comprehensive
profit after tax for the
year |
|
- |
- |
- |
- |
727,006 |
727,006 |
Transactions with
owners: |
|
|
|
|
|
|
|
Shares
issued |
8 |
227 |
124,448 |
- |
- |
- |
124,675 |
Share issue
costs |
8 |
- |
(3,418) |
- |
- |
- |
(3,418) |
Share-based
payments |
9 |
- |
|
25 |
- |
- |
25 |
Exercise of incentive
options |
10 |
- |
- |
(84) |
155 |
(71) |
- |
As at 31 March
2024 |
|
2,951 |
781,233 |
107 |
(14,061) |
1,113,384 |
1,883,614 |
Consolidated Statement
of Cash Flows
|
|
1 April
2023 |
1 April
2022 |
|
|
to 31 March
2024 |
to 31 March
2023 |
|
Notes |
USD
'000 |
USD
'000 |
Cash flows from
operating activities |
|
|
|
Profit/(loss) before
tax |
|
727,006 |
(102,936) |
Adjustments
for: |
|
|
|
Change in fair value of
uranium holdings |
4 |
(735,018) |
96,902 |
Share-based
payments |
9 |
25 |
44 |
Loss/(gain) on foreign
exchange |
|
499 |
(362) |
Interest
income |
|
(4,785) |
(576) |
Operating cash outflows
before changes in working
capital |
|
(12,273) |
(6,928) |
Changes in working
capital: |
|
|
|
Increase in trade and
other receivables |
|
(108) |
(190) |
Increase in trade and
other payables |
|
1,116 |
1,369 |
Cash used in operating
activities including changes in working
capital |
|
(11,265) |
(5,749) |
Interest
received |
|
4,785 |
576 |
Cash used in operating
activities |
|
(6,480) |
(5,173) |
Cash flows from
investing activities |
|
|
|
Purchase of
uranium |
4 |
(66,015) |
(132,689) |
Net cash used in
investing activities |
|
(66,015) |
(132,689) |
Cash flows from
financing activities |
|
|
|
Proceeds from issue of
shares |
8 |
124,674 |
74,252 |
Issue costs
paid |
8 |
(3,418) |
(2,050) |
Share buyback
programme |
|
- |
(2,997) |
Net cash generated from
financing activities |
|
121,256 |
69,205 |
Net increase/(decrease)
in cash and cash equivalents during the
year |
|
48,761 |
(68,657) |
Cash and cash
equivalents at the beginning of the
year |
|
84,428 |
153,136 |
Effect of exchange rate
changes |
|
- |
(51) |
Cash and cash
equivalents at the end of the
year |
|
133,189 |
84,428 |
NOTES TO THE FINANCIAL
STATEMENTS
For the year ended 31
March 2024
Yellow Cake plc (the
"Company") was incorporated in Jersey, Channel Islands on 18
January 2018. The Company is the holding company of YCA Commercial
Ltd ("YCA Commercial") (together the "Group") which
was incorporated on 26 September 2023 in Jersey, Channel Islands.
The Company purchased 2 ordinary shares of GBP 1 each of the
subsidiary on 17 October 2023. The subsidiary is fully owned by the
Company. The address of the registered office of the Group is 3rd
Floor, Gaspe House, 66-72 Esplanade, St. Helier, Jersey, JE1
2LH.
The Group operates in
the uranium sector and was established to purchase and hold
U3O8 and to add value through other uranium-related
activities. The strategy of the
Group is to acquire long-term holdings of
U3O8 and not to
actively speculate with regards to short-term changes in the price
of U3O8. The Group engages in
uranium related commercial activities such as locations swaps and
may enter into uranium lending
transactions.
The Company was
admitted to list on the London Stock Exchange AIM market
("AIM") on 5 July 2018. On 22 June 2022, the Company's
shares were admitted to trading on the OTCQX, the highest tier
of the US over-the-counter
market.
2. |
Summary of significant accounting
policies |
Basis of
preparation
The financial
information has been prepared in accordance with UK-adopted
international accounting standards ("IFRS") as issued by the
International Accounting Standards Board
("IASB").
In accordance with
Section 105 of The Companies (Jersey) Law 1991, the Company
confirms that the financial information for the period ended 31
March 2024 is derived from the Company's audited financial
statements and that these are not statutory accounts and, as such,
do not contain all information required to be disclosed in the
financial statements prepared in accordance with
IFRS.
The statutory accounts
for the period ended 31 March 2024 have been audited and approved,
but have not yet been filed.
The Company's audited
financial statements for the period ended 31 March 2024 received an
unqualified audit opinion and the auditor's report contained no
statement under section 113B (3) and (6) of The Companies (Jersey)
Law 1991.
The financial
information contained within this preliminary statement was
approved and authorised for issue by the Board on 18 July
2024.
The principal
accounting policies adopted are set out
below.
New and revised
standards
At the date of
authorisation of these financial statements there were standards
and amendments which were in issue but not yet effective and which
have not been applied. The principal ones
were:
- Amendments to IFRS 16
Lease liability in a sale and leaseback (effective 1 January
2024);
- Amendments to IAS 7
and IFRS 7: Supplier Finance Arrangements (effective 1 January
2024);
- Amendments to IAS 21:
Accounting where there is a lack of exchangeability (effective 1
January 2025);
- Amendments to IAS 1:
Non-current liabilities with covenants, and classification of
liabilities as current or non-current (effective 1 January 2024);
and
- IFRS 18: Presentation
and Disclosure in Financial Statements (effective 1 January 2027 -
subject to endorsement by the
UKEB).
The Directors do not
expect the adoption of these standards and amendments to have a
material impact on the financial
statements.
Going
concern
The Directors, having
considered the Group's objectives and available resources along
with its projected income and expenditure for at least twelve
months from the date of approval of the audited consolidated
financial statements, are satisfied that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, the Directors have adopted the going concern
basis in preparing these audited consolidated financial
statements.
The Board continues to
monitor the ongoing impact of the Ukraine/Russian Conflict and
sanctions relating to this conflict which could impact on Yellow
Cake's activities, the uranium industry, and the world
economy.
After taking into
account the Group's post year end commitments to purchase USD100.0
million of U3O8, the Group considered
that as at 31 March 2024, it had sufficient working capital to meet
approximately two years of operating expenses before it would need
to raise additional funds. Further details can be found in note 4
of these financial statements. The Group has no debt or hedge
liabilities on its balance sheet. In the absence of other sources
of capital, the Group can reasonably be expected to sell a portion
of its uranium holdings to raise working capital
if required.
Consolidation
The period under
review is the first year for which consolidated financial
statements have been prepared. The consolidated financial
statements are prepared by combining the financial statements of
the Company and its subsidiaries. Subsidiaries are all entities
over which the parent company has control, as defined in IFRS 10
"Consolidated financial statements". Subsidiaries are fully
consolidated from the date on which control is transferred to the
parent company. They are de‑consolidated from the date that control
ceases.
Uranium
holdings
Acquisitions of U3O8 are initially recorded at cost including
transaction costs incurred and are recognised in the Group's
statement of financial position on the date the risks and rewards
of ownership pass to the Group, which is the date that the legal
title to the uranium passes.
After initial recognition,
U3O8 holdings are measured at fair value based
on the most recent month-end spot price for U3O8 published by UxC
LLC.
IFRS lacks specific guidance in respect of
accounting for uranium holdings. As such the Directors of the Group
have considered the requirements of International Accounting
Standard 1 "Presentation of Financial Statements" and International Accounting Standard 8
"Accounting Policies, Changes in Accounting Estimates and Errors"
to develop and apply an accounting policy. The Directors of the
Group consider that measuring the U3O8 holdings at fair value provides
information that is most relevant to the economic decision-making
of users. This is consistent with International Accounting Standard
40 "Investment Property", which allows for assets held for
long-term capital appreciation to be presented at fair
value.
Foreign currency
translation
Functional and
presentation
currency
The consolidated
financial statements are presented in United States Dollars
("USD") which is also the functional currency of the
Group.
These consolidated
financial statements are presented to the nearest round thousand,
unless otherwise stated.
Foreign currency
translation
Transactions
denominated in foreign currencies are translated into USD at the
rate of exchange ruling at the date of the
transaction.
Monetary assets and
liabilities denominated in foreign currencies at the reporting date
are translated into USD at the rate of exchange ruling at the
reporting date. Foreign exchange gains or losses arising on
translation are recognised through profit or loss in the statement
of comprehensive income.
Financial instruments
Financial assets and
financial liabilities are recognised when the Group becomes a party
to the contractual provisions of the instrument. The Group shall
offset financial assets and financial liabilities if the Group has
a legally enforceable right to set off the recognised amounts and
intends to settle on a net
basis.
The carrying amount of
the Group's financial
assets and financial liabilities are a reasonable approximation of
their fair values due to the short-term nature of these
instruments.
Financial
assets
The Group's financial
assets comprise receivables. These assets are non-derivative
financial assets with fixed or determinable payments that are not
quoted in an active market. They are initially recognised at fair
value and subsequently carried at amortised cost using the
effective interest method, less any provision for
impairment.
Cash and cash
equivalents comprise cash in hand and short-term deposits in banks
with an original maturity of three months or
less.
Financial
liabilities
The Group's financial
liabilities comprise trade and other payables. They are initially
recognised at fair value and subsequently carried at amortised cost
using the effective interest
method.
Share
capital
The Group's ordinary
shares are classified as equity. Incremental costs directly
attributable to the issue of shares are recognised in share premium
as a deduction from proceeds of the share
issue.
Treasury
shares
The Group's treasury
shares are classified as equity. Treasury shares are accounted for
at cost and shown as a deduction from equity in a separate reserve.
Transfers from treasury shares are recognised at the weighted
average of the cost of acquiring the treasury
shares.
Share-based
payments
Where the Group issues
equity instruments to external parties or employees as
consideration for services received, the statement of comprehensive
income is charged with the fair value of the goods and services
received, except where services are directly attributable to the
issue of shares, in which case the fair value of such amounts is
recognised in equity as a deduction from share
premium.
Equity-settled
transactions are awards of shares, or options over shares that are
provided to employees in exchange for the rendering of
services.
Equity-settled
transactions are measured at fair value on grant date. Fair value
is independently determined using a Black-Scholes option pricing
model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and
expected price volatility of the underlying share, the expected
dividend yield and the risk free interest rate for the term of the
option, together with non-vesting conditions that do not determine
whether the consolidated entity receives the services that entitle
the employees to receive payment. No account is taken of any other
vesting conditions in determining fair
value.
The cost of
equity-settled transactions is recognised as an expense with a
corresponding increase in equity over the vesting period. The
cumulative charge to profit or loss is calculated based on the
grant date fair value of the award, the best estimate of the number
of awards that are likely to vest and the expired portion of the
vesting period. The amount recognised in profit or loss for the
period is the cumulative amount calculated at each reporting date
less amounts already recognised in previous
periods.
Market conditions are
taken into consideration in determining fair value. Therefore, any
awards subject to market conditions are considered to vest
irrespective of whether that market condition has been met,
provided all other conditions are
satisfied.
If equity-settled
awards are modified, as a minimum an expense is recognised as if
the modification has not been made. An additional expense is
recognised, over the remaining vesting period, for any
modification that increases the total fair value of the share-based
compensation benefit as at the date of
modification.
If the non-vesting
condition is within the control of the Group or employee, the
failure to satisfy the condition is treated as a cancellation. If
the condition is not within the control of the Group or employee
and is not satisfied during the vesting period, any remaining
expense for the award is recognised over the remaining vesting
period, unless the award is
forfeited.
If an equity-settled
award is cancelled, it is treated as if it has vested on the date
of cancellation, and any remaining expense is recognised
immediately. If a new replacement award is substituted for the
cancelled award, the cancelled and new awards are treated as if
they were a modification.
Taxation
As the Group is
managed and controlled in Jersey it is liable to be charged to tax
at a rate of 0% under schedule D of the Income Tax (Jersey) Law
1961 as amended.
Expenses
Expenses are accounted for on an accrual
basis.
Segmental
reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief
operating decision-maker is responsible for allocating resources
and assessing performance of the operating segments and has been
identified as the Board of Directors of the
Group.
The Group is organised into a single operating
segment being the holding of U3O8 for long-term capital
appreciation.
Critical accounting
judgments and estimation
uncertainty
The preparation of financial statements requires
management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of
assets, liabilities, income and
expenses.
Estimates and judgements are continually
evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances. Revisions to accounting
estimates are recognised in the year in which the estimate is
revised and in any future years
affected.
The resulting accounting estimates will, by definition, seldom equate to the
related actual results.
Judgements
Taxation
The Group receives regular
tax advice and opinions from its advisors and accountants
to ensure it is aware of, and can seek to mitigate the effects on
its tax position of, changes in regulation. While the Group stores
its uranium in storage facilities in Canada and France, the Group
does not carry on business in either of these jurisdictions. The
Directors have considered the tax implications of the Group's
operations and have reached judgement that no tax liability has
arisen during the year (year ended 31 March 2023: USD
nil).
Uranium
Holdings
As set out under the
accounting policy for uranium holdings above, the Group measures
its holdings in U3O8 at fair
value.
Kazatomprom Framework
Agreement
As set out in note 4,
under the terms of the Framework Agreement with Kazatomprom, the
Group has an annual purchase option which entitles it to contract
for up to USD100 million of U3O8 each calendar
year at the U3O8 spot price
prevailing at the date that the Group binds itself to make the
purchase. The purchase is accounted for on delivery of the
U3O8 at the storage
facility, which may be in a subsequent accounting period. The
Group has determined that the terms of this arrangement do not fall
within the scope of IFRS 9.
3. |
Management of financial
risks |
Financial risk
factors
The Group's financial assets and liabilities comprise of cash, receivables
and payables that arise directly from its operations. The
accounting policies in note 2 include criteria for the recognition
and the basis of measurement applied for financial assets and
liabilities. Note 2 also includes the basis on which income and
expenses arising from financial assets and liabilities are
recognised and measured.
The Group's assets and liabilities have been primarily categorised as assets
and liabilities at amortised cost, with the exception of the
uranium holdings being held at fair value. The carrying amounts of
all such instruments are as stated in their respective
notes.
Interest rate risk and
sensitivity
Any cash balances are held on variable rate bank accounts or in money
market funds. Assuming year-end cash balances were held throughout
the year under review, and the interest rate received was 1% higher
over the year under review, profit after tax would have increased
by USD1,331,887 (year ended 31 March 2023: USD844,285). Likewise,
if the interest rate received was 1% lower, profit after tax would
have decreased by USD1,331,887 (year ended 31 March 2023:
USD844,285). After the year-end, on 7 June 2024, the Company paid
USD100,0 million to Kazatomprom in consideration for 1.5 million lb
of U3O8 delivered to the Company on 3 June 2024,
thus reducing the interest income receivable in the future by the
Company.
Commodity price risk and
sensitivity
The fair value of the
uranium holdings may fluctuate because of changes in market
price. If the value of the uranium holdings fell by 5% at the year
end, the profit after tax would decrease by USD87,435,753 (year
ended 31 March 2023: USD47,625,185). Likewise, if the value rose by
5% the profit after tax would have increased by USD87,435,753 (year
ended 31 March 2023:
USD47,625,185).
Economic
risk
Geopolitical events that occurred in
Russia-Ukraine during the Group's financial year have not had a
material impact to date on the Group's operations, nor affected its financial position.
While the Group has purchased and intends to continue to
purchase U3O8 from Kazatomprom, the Kazakh national
atomic company, all U3O8 to which the Group has title and has paid
for, is held at the Cameco storage facility in Canada and the
Orano storage facility in France.
In October 2023, the Group agreed to purchase
1,526,717 lb of U3O8 under its agreement with Kazatomprom (the
"Framework Agreement") and took delivery at the Orano
storage facility in France on 3 June 2024. Payment was
made to Kazatomprom following delivery to the Group.
While part of Kazatomprom's production is
transported through Russia, the Group is unaware of any
restrictions on Kazatomprom's activities related to the supply of
its products to end customers and the Group does not anticipate any
material delays to the delivery dates indicated above. There are
nevertheless risks associated with both transit through the
territory of Russia and the delivery of cargo by sea vessels, which
could adversely impact deliveries from
Kazatomprom.
Liquidity
risk
This is the risk that the
Group will encounter in realising assets or otherwise
raising funds to meet financial commitments. Prudent liquidity risk
management involves maintaining sufficient liquidity and short-term
investment securities, being able to raise funds based on suitably
adapted lines of credit and a capacity to unwind market
positions.
At year end, the liquidity of
the Group is composed of either bank
account or bank deposits, for a total amount of USD133,188,699 (31
March 2023: USD84,428,484).
The Group's cash and
cash equivalents are held with Citibank Europe PLC, which is rated
A+ (2023: A+) according to ratings agency
Fitch.
|
Carrying
amount |
<1
year |
1 to 2
years |
2 to 10
years |
|
USD
'000 |
USD
'000 |
USD
'000 |
USD
'000 |
As at 31 March
2024 |
|
|
|
|
Cash and cash
equivalents |
133,189 |
133,189 |
- |
- |
As at 31 March
2023 |
|
|
|
|
Cash and cash
equivalents |
84,428 |
84,428 |
- |
- |
Fair value
estimation
Fair value is the
price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In
estimating the fair value of an asset or liability, the Group takes
into account the characteristics of the asset or liability at the
measurement date. IFRS 13 requires the Group to classify fair value
measurements using fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The
fair value hierarchy has the following
levels:
1 - |
Quoted prices
(unadjusted) in active markets for identical assets or liabilities
(level 1); |
2 - |
Inputs other than
quoted prices included within level 1 that are observable for the
asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices) (level
2); and |
3 - |
Inputs for the asset
or liability that are not based on observable market data (that is,
unobservable inputs) (level 3). |
The level to the fair
value hierarchy within which the fair value measurement is
categorised in its entirety is determined based on the lowest level
input that is significant of an input is assessed against the fair
value measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on
unobservable inputs, that measurement is a level 3 measurement.
Assessing the significance of a particular input to the fair value
measurement in its entirety requires judgement, considering factors
specific to the asset or liability. The following table
analyses within the fair value hierarchy the Group's financial
assets and liabilities (by class) measured at fair
value.
|
Level
1 |
Level
2 |
Level
3 |
Total |
Assets and
liabilities |
USD
'000 |
USD
'000 |
USD
'000 |
USD
'000 |
As at 31 March
2024 |
|
|
|
|
Uranium
holdings |
1,753,537 |
- |
- |
1,753,537 |
As at 31 March
2023 |
|
|
|
|
Uranium
holdings |
952,504 |
- |
- |
952,504 |
4.
Uranium
holdings
|
|
|
Fair
Value |
|
|
|
USD
'000 |
As at 31 March
2022 |
|
|
916,717 |
Acquisition of
U3O8 |
|
|
132,689 |
Change in fair
value |
|
|
(96,902) |
As at 31 March
2023 |
|
|
952,504 |
Acquisition of
U3O8 |
|
|
66,015 |
Change in fair
value |
|
|
735,018 |
As at 31 March
2024 |
|
|
1,753,537 |
The value of the
Group's U3O8 holdings is
based on the daily spot price for U3O8 of USD87.00/lb
as published by UxC LLC on 31 March 2024 (2023: USD50.65/lb as
published by UxC LLC on 31 March
2023).
As at 31 March 2024,
the Group:
- |
had purchased a total
of 22,826,515lb of U3O8 at an average
cost of USD30.98/lb; |
- |
had disposed of
2,670,914 lb of U3O8 at an average
selling price of USD40.23/lb that had been acquired at an average
price of USD21.01/lb, assuming a first in first out methodology;
and |
- |
held a total of
20,155,601lb of U3O8 at an average
cost of USD32.30/lb for a net total cash consideration of USD651.1
million, assuming a first in first out
methodology. |
Purchase of
uranium
On 30 September 2023,
the Group took title to 1,350,000 lb of
U3O8, acquired as part of
its 2022 uranium purchase option under its Framework Agreement with
Kazatomprom, at a price of USD48.90/lb for a total consideration of
USD66.0 million. Payment occurred following delivery at Cameco's
storage facility in Canada.
Post year-end
purchases of uranium
On 3 June 2024, the
Group took title to 1,526,717 lb of U3O8, acquired as part of
its 2023 uranium purchase option under its Framework Agreement with
Kazatomprom, at a price of USD65.50/lb for a total consideration of
USD100.0 million. Payment occurred following delivery of the
U3O8 at Orano's
storage facility in France.
Sale of
uranium
During the period,
there were no sales of
uranium.
The following table
provides an analysis of the Group's U3O8 holdings at 31
March 2024:
|
Quantity |
Fair
Value |
|
lb |
USD
'000 |
As at 31 March
2024 |
|
|
Canada |
19,855,601 |
1,727,437 |
France |
300,000 |
26,100 |
Total |
20,155,601 |
1,753,537 |
As at 31 March
2023 |
|
|
Canada |
18,505,601 |
937,309 |
France |
300,000 |
15,195 |
Total |
18,805,601 |
952,504 |
5.
Trade and other
receivables
|
|
|
|
As
at |
As
at |
|
31 March
2024 |
31 March
2023 |
|
USD
'000 |
USD
'000 |
Other
receivables |
432 |
324 |
|
432 |
324 |
6. |
Cash and cash
equivalents |
Cash and cash
equivalents as at 31 March 2024 were held with Citi Bank Europe plc
in a variable interest account with full access. Balances at the
end of the year were USD133,173,462 and GBP12,062, a total of
USD133,188,698 equivalent (31 March 2023: USD84,420,908 and
GBP6,127, a total of USD84,428,484
equivalent).
7. Trade and other
payables
|
|
As
at |
As
at |
|
|
31 March
2024 |
31 March
2023 |
|
|
USD
'000 |
USD
'000 |
Trade and other
payables |
|
3,544 |
1,930 |
|
|
3,544 |
1,930 |
Authorised:
10,000,000,000
ordinary shares of GBP0.01
Issued and fully
paid:
Ordinary
shares
|
Number |
GBP
'000 |
USD
'000 |
Share capital as at 31
March 2022 |
187,740,730 |
1,877 |
2,544 |
Issued 7 February
2023 |
15,000,000 |
150 |
180 |
Share capital as at 31
March 2023 |
202,740,730 |
2,027 |
2,724 |
Issued 2 October
2023 |
18,700,000 |
187 |
227 |
Share capital as at 31
March 2024 |
221,440,730 |
2,214 |
2,951 |
The number of shares
in issue as at 31 March 2024 includes the 4,584,283 treasury shares
- refer to note 10.
Share
premium |
|
GBP
'000 |
USD
'000 |
Share premium as at 31
March 2022 |
|
432,756 |
588,181 |
Proceeds of issue of
shares |
|
61,650 |
74,072 |
Share issue
costs |
|
(1,706) |
(2,050) |
Share premium as at 31
March 2023 |
|
492,700 |
660,203 |
Proceeds of issue of
shares |
|
102,663 |
124,448 |
Share issue
costs |
|
(2,812) |
(3,418) |
Share premium as at 31
March 2024 |
|
592,551 |
781,233 |
The Company has one
class of shares which carry no right to fixed
income.
On 2 October 2023, the
Company issued a total of 18,700,000 new ordinary shares to
existing and new institutional investors, at a price of GBP5.50 per
share. The Company incurred listing expenses, comprising of
commissions and professional adviser fees totalling USD3,623,708 of
which USD3,417,826 have been taken to the share premium account.
Additional placing costs of USD205,882 have been recognised in the
statement of comprehensive income. Net proceeds from the placing
were USD121,051,063
equivalent.
The Group implemented an equity-settled share-based compensation
plan in 2019 which provides for the award of long-term incentives
and an annual bonus to management
personnel.
During the period, USD24,585 was recognised in the statement of
comprehensive income, in relation to share-based payments (31 March
2023: USD43,996).
Annual bonus
The annual bonus award in relation to a financial year is usually
granted following publication of the Group's audited annual results
for that financial year. The annual bonus awards are either in cash
or in the form of nominal-cost options, which usually will vest and
become exercisable no earlier than one year after
grant.
In respect of the 2023 and 2024 financial years, annual bonuses were paid
in cash and no share-based annual bonus awards were made. The
annual bonus award in respect of the year ended 31 March 2024
was based on commercial targets and was 50% of base salary (31
March 2023: 50% of base salary).
Long-term
incentive
The long-term incentive is in the form of
options granted to acquire shares in the Group that will become
exercisable not earlier than three years after grant (save in certain
circumstances including a change of control of the Group) and will
expire 10 years after the date of grant. The option exercise price
has been set at the net asset value per share at the grant date of
the shares placed under option. The options are subject to a
post-vesting holding period of not less than two years (although
sufficient shares may be sold on exercise in order to meet tax
liabilities arising at vesting). The face value (exercise price of
the options multiplied by the number of options granted) of shares
subject to the grants may be up to 75% and 45%. of salary for the
CEO and CFO respectively. Each option gives the right to acquire
one share in the Group.
The long-term
incentive award relating to a financial year is usually granted at
the beginning of that financial year. The exercise of each of the
long-term incentive options is conditional upon the share price as
at the exercise date being equal to or greater than the net asset
value per share of the Group as at the date of
grant.
The Remuneration
Committee resolved to award long-term incentive options with a face
value of 75% of base salary to the CEO and 45% of base salary to
the CFO in respect of the 2024 financial year. The grant of these
options was delayed pending engagement with the Company's
shareholders. It is intended that the long-term incentive options
for the 2024 financial year will be granted on 26 July
2025.
Set out below is the
summary of the long-term incentive options awarded on 3 November
2022 in relation to the year ended 31 March
2023:
Director |
Grant
date |
Exercise
date |
Exercise
price |
Opening
balance |
Exercised |
Expired/
forfeited/other |
Closing
balance |
A
Liebenberg |
03/11/2022 |
03/11/2025 |
GBP4.75 |
33,162 |
- |
- |
33,162 |
C
Whittall |
03/11/2022 |
03/11/2025 |
GBP4.75 |
14,094 |
- |
- |
14,094 |
Total |
|
|
|
47,256 |
|
|
47,256 |
Total fair value
as at the grant date* |
|
|
|
|
|
|
USD62,320 |
* The USD
equivalent is derived using the FX rate as at the date
of reporting.
A Black-Scholes option
pricing model was used to determine the fair value of the long-term
incentive options. The valuation model inputs used to determine the
fair value at the grant date are as
follows:
Grant
date |
Vesting |
Share
price
at grant
date |
Exercise
price |
Expected
volatility |
Risk-free
interest
rate |
Fair value
at
grant
date
GBP |
Fair
value
at grant
date
USD* |
03/11/2022 |
03/11/2025 |
GBP4.30 |
GBP4.75 |
40% |
3.21% |
49,335 |
USD62,320 |
* The USD
equivalent is derived using the FX rate as at the date
of reporting.
10. Treasury
shares
|
Number |
GBP
'000 |
USD
'000 |
Treasury shares as 31
March 2022 |
4,069,498 |
8,681 |
11,219 |
Purchased in the
year |
566,833 |
2,352 |
2,997 |
Treasury shares as at
31 March 2023 |
4,636,331 |
11,033 |
14,216 |
Exercise of long-term
incentive options |
(52,048) |
(123) |
(155) |
Treasury shares as at
31 March 2024 |
4,584,283 |
10,910 |
14,061 |
On 2 June 2023,
following an exercise of share options on 24 May 2023 under the
Yellow Cake plc Share Option Plan 2019, 31,686 ordinary shares held
as treasury shares were transferred at 213p per share to satisfy
the exercise.
On 25 July 2023,
following an exercise of share options on 19 July 2023 under the
Yellow Cake plc Share Option Plan 2019, 20,362 ordinary shares held
as treasury shares were transferred at 288p per share to satisfy
the exercise.
Following these
transfers, the total number of treasury shares held by the Company
reduced from 4,636,331 to 4,584,283. The reduction in the value of
treasury shares resulting from the exercise of share options has
been calculated based on the weighted average acquisition cost of
the treasury shares.
11. |
Commissions, procurement and consultancy
fees |
308 Services Limited
("308 Services") provides procurement services to the Group
relating to the sourcing of U3O8 and other
uranium transactions and in securing competitively priced converter
storage services.
In terms of the
agreement entered into between the Group and 308 Services on 30 May
2018 and amended on 12 June 2018, 308 Services is entitled to
receive:
(i) |
a Holding Fee
comprised of a Fixed Fee of USD275,000 per calendar year plus a
Variable Fee equal to 0.275% per annum of the amount by which the
value of the Group's holdings of U3O8 exceeds USD100
million; and |
(ii) |
a Storage Incentive
Fee equal to 33% of the difference between the amount obtained by
multiplying the Target Storage Cost (initially set at USD 0.12 /lb
per year) by the volume of U3O8 (in pounds)
owned by the Group on 31 December of each respective year and the
total converter storage fees paid by the Group in the preceding
calendar year. |
The Group considers
Holding Fees and Storage Incentive Fees to be costs of an ongoing
nature. During the period the Group paid Holding Fees and Storage
Incentive Fees of USD3,890,270 (31 March 2023: USD3,092,083)
to 308 Services. 308 Services has not earned the Storage Incentive
Fee since 31 December 2022.
308 Services is also
entitled to receive a commission equivalent to 0.5% of the
transaction value in respect of certain uranium sale and purchase
transactions approved by the Yellow Cake
Board.
In addition, if the
purchase price paid by the Group in respect of such a purchase
transaction is in the lowest quartile of the range of reported
uranium spot prices in the calendar year in which the transaction
completed, 308 Services is entitled to receive, at the beginning of
the following calendar year, an additional commission of 0.5% of
the value of the uranium transacted. If the purchase price paid by
the Group in respect of such a purchase transaction is in the
second lowest quartile of the range of reported uranium spot prices
in the calendar year in which the transaction completed, 308
Services is entitled to receive, at the beginning of the following
calendar year, an additional commission of 0.25% of the value of
the uranium transacted. If the purchase price is in the top half of
the range for the calendar year in which the transaction completed,
no additional commission will be payable to 308
Services.
During the period,
commissions payable to 308 Services totalled USD660,150 (31 March
2023: USD226,005).
12. Storage and other
operating expenses
|
|
1 April
2023 |
1 April
2022 |
|
|
to 31 March
2024 |
to 3 1 March
2023 |
|
|
USD
'000 |
USD
'000 |
Professional
fees |
|
912 |
772 |
Management Salaries and
Directors' fees |
|
952 |
965 |
Storage and other
expenses |
|
5,545 |
1,590 |
Auditor's
fees |
|
108 |
139 |
|
|
7,517 |
3,466 |
Auditor's fees include
interim review fees of USD31,084 (31 March 2023:
USD27,255).
13.
Taxation
|
1 April
2023 |
1 April
2022 |
|
to 31 March
2024 |
to 31 March
2023 |
|
USD
'000 |
USD
'000 |
Tax expense for the
year |
- |
- |
|
- |
- |
As the Group is
managed and controlled in Jersey it is liable to be charged tax at
a rate of 0% under schedule D of the Income Tax (Jersey) Law 1961
as amended.
14. |
Related party
transactions |
During the year, the
Group incurred USD181,892 (31 March 2023: USD160,607) of
administration fees payable to Langham Hall Fund Management
(Jersey) Limited ("Langham Hall"). Claire Brazenall is
an employee of Langham Hall and has served as a Non-Executive
Director of the Group since 9 November 2022, for which she has
received no Directors' fees. David England is an employee of
Langham Hall and has served as Non-Executive Director of the
subsidiary since 14 February 2024, for which he has received no
Director's fees. As at 31 March 2024 there were no amounts due to
Langham Hall (31 March 2023: USD
nil).
The key management
personnel are the Directors and as there are no other employees,
their remuneration is represented by 'management salaries and
director fees' in the Statement of Comprehensive
Income.
The following
Directors own ordinary shares in the Company as at 31 March
2024:
Name |
Number
of
ordinary
shares |
% of share
capital
as at 31
March
2024 |
The Lord St John of
Bletso* |
26,302 |
0.01% |
Sofia
Bianchi |
13,186 |
0.01% |
The Hon Alexander
Downer |
29,925 |
0.02% |
Claire
Brazenall |
- |
- |
Alan
Rule |
18,837 |
0.01% |
Andre
Liebenberg |
121,478 |
0.06% |
Carole
Whittall |
101,966 |
0.05% |
Total |
311,694 |
0.16% |
* The Lord St John
of Bletso's shares are held through African Business Solutions
Limited, in which he holds 100% of the Ordinary Shares.
While the
Non-Executive Directors hold shares in the Company, the holdings
are considered sufficiently small so as not to impinge on their
independence.
15.
Earnings per
share
|
1 April
2023 |
1 April
2022 |
|
to 31 March
2024 |
to 31 March
2023 |
|
USD
'000 |
USD
'000 |
Profit/(loss) for the
year (USD '000) |
727,006 |
(102,936) |
Weighted average number
of shares during the year -
Basic* |
207,444,702 |
185,323,320 |
Weighted average number
of shares during the year -
Diluted* |
207,665,352 |
185,635,546 |
Earnings per share
attributable to the equity owners of the Group
(USD) |
|
|
Basic |
3.51 |
(0.56) |
Diluted |
3.50 |
(0.56) |
* The weighted
average number of shares excludes treasury shares.
16. |
Events after the reporting
date |
On 3 June 2024, the
Group took title to 1,526,717 lb of U3O8, acquired as part of
its 2023 uranium purchase option under its Framework Agreement with
Kazatomprom, at a price of USD65.50/lb for a total consideration of
USD100.0 million. Payment occurred following delivery of the
U3O8 at Orano's
storage facility in France.
|
Quantity |
Purchase
Price |
Post year end uranium
related transactions |
lb |
USD
'000 |
France |
1,526,717 |
100,000 |
Total |
1,526,717 |
100,000 |
In the opinion of the
Directors, there are no other significant events subsequent to the
period end that are deemed necessary to be disclosed in the
consolidated financial
statements.
[1] Based on the
daily spot price of USD50.65/lb published by UxC LLC on 31 March
2023 and the daily spot price of USD87.00/lb published by UxC LLC
on 29 March 2024.
[2] Average cost
calculated based on a first-in, first-out
methodology.
[3] Net asset value
per share as at 31 March 2024 is calculated assuming 221,440,730
ordinary shares in issue less 4,584,283 shares held in treasury,
the Bank of England's daily USD/GBP exchange rate of 1.2632 as
at 28 March 2024 and the daily spot price published by UxC LLC on
29 March 2024.
[4] Prohibiting
Russian Uranium Imports Act (H.R.
1042).
[5] World Nuclear
Association; "COP28 agreement recognises accelerating nuclear as";
13 December 2023.
[6] IAEA Press
Announcement; "A Turning Point: First Ever Nuclear Energy Summit
Concludes in Brussels"; 25 March
2024.
[7] World Nuclear
Association/World Nuclear Power Reactors & Uranium Requirements
(May 2024).
[8] MineSpans
Q124.
[9] Prohibiting
Russian Uranium Imports Act (H.R.
1042).
[10] UxC Weekly; "2023
Uranium Spot Market Review"; 29 January
2024.
[11] UxC Weekly; "2023
Uranium Term Contracting Review"; 5 February
2024.
[12] Net asset value
per share as at 31 March 2024 is calculated assuming 221,440,730
ordinary shares in issue less 4,584,283 shares held in treasury,
the Bank of England's daily USD/GBP exchange rate of 1.2632 as at
28 March 2024 and the daily spot price published by UxC LLC on 29
March 2024.
[13] Estimated net
asset value per share as at 11 July 2024 is calculated assuming
221,440,730 ordinary shares in issue, less 4,584,283 shares held in
treasury, the Bank of England's USD/GBP exchange rate of 1.2924 as
at 11 July 2024 and the daily spot price published by UxC LLC on 11
July 2024.
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|