Syndicated loan facility
A US$100 million Baht denominated syndicated loan facility between
Akara Mining Limited (Akara) and a bank syndicate comprising CIMB
Thai Bank Public Company Limited, the Bangkok branch of Sumitomo
Mitsui Banking Corporation and Investec Bank (Australia) Limited
was executed in May 2011. The syndicated loan facility is a four year
amortising loan with equal half-yearly repayments commencing on
31 March 2012. Akara has fully drawn down the facility at the time
of this report.
Financial Position
Shareholders’ equity at 30 June 2011 was $599.8 million, an increase
of $283.8 million over the previous year. This was positively impacted
by 2011’s profi t, the acquisition of Dominion and Laguna and offset
by the dividend payments and exchange differences arising from the
translation of foreign controlled entities.
Income Tax
The mine operation in Thailand has approvals for tax benefi ts from
the Royal Thai Board of Investment (BOI). During the year, the current
processing plant was taxed at half tax holiday (15% tax rate) as the
previous eight year full tax holiday (nil tax rate) expired in November 2009.
The BOI promotion for the new Chatree North gold processing plant
will be in place once the construction is completed and the plant is
commissioned for use. Profi t derived from the new plant will be tax
exempt for eight years up to the value of the capital cost of the new
plant including a 25% investment allowance.
Dividends
An interim dividend declared for the year ended 30 June 2011 of
10 cents per fully paid share was paid on 16 March 2011.
A fi nal dividend declared for the year ended 30 June 2011 of 5 cents
per fully paid share was paid on 30 September 2011.
Planned IPO in Thailand
Kingsgate announced on 29 August 2011 that a settlement had been
reached with Sinphum Co. Ltd (Sinphum), a Thai company which held
preference shares in Kingsgate’s Thai operating subsidiary, Akara Mining
Limited (Akara).
As a result both parties have agreed to cease all legal and arbitration
actions and the preference shares in Akara have been transferred to a
new Thai investor.
Kingsgate has met all outstanding fi nancial obligations to Sinphum
under the original shareholder agreement, including outstanding preference
share dividends, up to the settlement date of 26 August 2011.
As part of the settlement, the Company has granted 1.5 million Kingsgate
3 year options that vest in 12 months at a strike price of $10.36 and
500,000 deferred share rights that vest, subject to the Chatree Mine
meeting specifi ed production targets, over the next 14 months.
This settlement will allow Kingsgate to recommence preparations for an
IPO of Akara on the Thai stock exchange. |
Plant Expansion
Construction of the Chatree North Expansion Project (Project) is on
schedule and the Project is coming in approximately 5% under the
original US$100 million budget. Once the Project is complete, the total
ore processing capacity is expected to be around 5 million tonnes per
annum.
The Project was funded through a US$100 million Baht denominated
syndicated loan facility between Akara and a bank syndicate comprising
CIMB Thai Bank Public Company Limited, the Bangkok branch of
Sumitomo Mitsui Banking Corporation and Investec Bank (Australia)
Limited.
Business Development
Kingsgate continues to pursue opportunities in the gold sector from
early to advanced stage projects which could deliver substantial value to
Kingsgate shareholders. During the year, Kingsgate successfully acquired
100% of Dominion and 70% of Laguna.

Dominion acquisition
On 2 February 2011, Kingsgate acquired all of the shares in Dominion via
a Scheme of Arrangement (Scheme). The major asset of Dominion is the
Challenger Gold Mine in South Australia. Under the Scheme, Kingsgate
issued 32,416,572 fully paid ordinary shares at the quoted price of $9.33
per share, for a total consideration of $302.4 million. On acquisition,
Dominion became a member of the Kingsgate tax-consolidation group.
Laguna acquisition
During the year, Kingsgate also undertook an off-market takeover
bid for Laguna and received acceptances for 70% of Laguna’s issued
capital when the bid closed in February 2011. The major asset of Laguna
is the Nueva Esperanza silver / gold project located in central Chile. In
consideration Kingsgate issued 1,434,386 fully paid ordinary shares and
paid $2.4 million in cash.
Bowdens Silver Project acquisition
On 22 September 2011, Kingsgate completed the acquisition of the
Bowdens Silver Project in New South Wales, Australia. Consideration
for the acquisition was $75 million comprising:
- $35 million cash, payable upon closing;
- two payments, each of $5 million cash, payable on 31 December 2011 and 30 June 2012; and
- $30 million in Kingsgate shares.
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