Petra Diamonds Ltd - Q3 FY 2020 Trading Update & Liquidity Update

PR Newswire

London, May 29

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 May 2020  LSE: PDL

Petra Diamonds Limited
("Petra" or the "Company" or the “Group”)

Q3 FY 2020 Trading Update and Liquidity Update
 

Petra Diamonds Limited announces the following Trading Update (unaudited) for the three months ended 31 March 2020 (the “Period”, “Q3 FY 2020” or “Q3”) and the nine months ending 31 March 2020 (“9M FY 2020”).

The Company is also providing a further update in relation to liquidity, its capital structure, projected capex and its discussions with relevant financial stakeholders.


Summary
Q3 and 9M FY 2020

Outlook


Q3 and 9M FY 2020 Production and Sales – Summary

Unit Q3
FY 2020
Q3
FY 2019
Variance Nine months to 31 March 2020 Nine months to 31 March 2019 Variance
Sales
Diamonds sold Carats 1,082,937 1,061,343 2% 2,826,744 2,797,700 1%
Gross revenue US$M 91.3 135.2 -32% 285.2 342.4 -17%
Production
ROM tonnes Mt 3.2 3.4 -5% 10.2 9.8 5%
Tailings & other1 tonnes Mt 0.2 0.3 -50% 0.7 1.3 -51%
Total tonnes treated Mt 3.4 3.7 -9% 10.9 11.1 -2%
ROM diamonds Carats 913,017 898,517 2% 2,908,529 2,845,234 2%
Tailings & other1 diamonds Carats 19,439 25,711          -24% 94,168 98,140 -4%
Total diamonds Carats 932,456 924,228 1% 3,002,697 2,943,374 2%
  1. 'Other' includes alluvial diamond mining at Williamson.


Richard Duffy, Chief Executive of Petra Diamonds, commented:

“Our operations continued their strong H1 performance into Q3, in large part due to the delivery of throughput benefits further to the positive implementation of Project 2022, prior to the disruptions caused by the outbreak of COVID-19. We continued to prioritise the safety and health of our workforce in implementing prescribed COVID-19 measures as we moved the South African mines to operating at 50% of our workforce and will continue to carefully manage the increase towards full production over time.

Although restrictions brought about by lockdowns implemented globally resulted in the cancellation of our May tender, we are seeing early signs of markets re-opening and are looking at the viability of holding a June tender. We intend to remain highly flexible in our sales approach in order to take advantage of optimal market conditions when available.

We are also reviewing our capex requirements, with a view to deferring near term capital as one of the key levers available to the Company in terms of managing our liquidity whilst at the same time ensuring that the business remains well positioned when the market recovers over the medium to longer term.

Likewise, we have made good progress in improving our liquidity position and addressing our capital structure through securing access to R400 million of our RCF and executing the Forbearance Agreement, allowing us to withhold the May interest payment to our note holders and to continue with constructive discussions around our capital structure.


COMMENTARY

Health and safety

Production

South Africa:

Tanzania:

Post Period end, the Williamson mine was placed on care and maintenance in mid-April, due to the unprecedented depressed market environment. The Company will look to resume operations once diamond prices are at a level that make it operationally sustainable.

Discussions with the Government in relation to various issues, including the overdue VAT receivables and the blocked diamond parcel, are ongoing but have been interrupted by the COVID-19 outbreak.

Diamond market and sales

Diamond Sales and Prices

A total of 24,254 carats, comprising higher value +10.8 carat single stones as well as parcels across the larger size and higher quality (gem and clivage) ranges, were withdrawn and will be offered for sale in the next tender cycle.


Mine
Actual

Q3 FY 2020
(US$/ct)
Actual

H1 FY 2020
(US$/ct)
Actual

FY 2019
(US$/ct)
Cullinan 73 112 110
Finsch 66 79 99
Koffiefontein 352 431 480
Williamson 161 184 231

Project 2022 Update

Corporate and Financial

Unit 31 March 2020 31 December 2019 30 June
2019
Closing exchange rate used for conversion R17.84:US$1 R13.99:US$1 R13.99:US$1
Cash at bank (including restricted cash) US$m 77.0 53.6 85.2
Diamond inventories1 US$m
Carats
61.3
842,144
85.2
992,425
57.5
666,201
Diamond debtors US$m 14.9 12.8 23.8
US$650 million loan notes (issued April 2017) US$m 650.0 650.0 650.0
Bank loans and borrowings US$m 28.0 0.0 0.0
Net debt2 US$m 601.0 596.4 564.8
Bank facilities undrawn and available3 US$m 22.4 107.2 106.6
Consolidated net debt3 US$m 627.0 632.9 595.2

Notes:

  1. Recorded at the lower of cost and net realisable value.
  2. Net debt is the US$ loan notes and bank loans and borrowing net of cash at bank (including restricted cash).
  3. Of the Company’s ZAR1 billion (ca. US$56.0 million) banking facilities, ZAR400 million (ca. US$22.4 million) is available to the Group, while ZAR600 million(ca. US$33.6 million) is conditional on further approvals by the Lender Group – see page 9 below for further information.
  4. Consolidated Net Debt is bank loans and borrowings plus loan notes, less cash, less diamond debtors and includes the BEE guarantees of ca. US$40.9 million (ZAR729.0 million) as at 31 March 2020 (ca. US$49.3 million (ZAR689.5 million) as at 31 December 2019).


Longer-Term Capital Guidance

Operation Capex Unit FY20 FY21 FY22 FY23 FY24 FY25 FY26 TOTAL
Finsch Expansion $m 7 2 23 56 56 48 48 242
Sustaining $m 4 4 5 5 6 6 5 36
Total $m 11 6 29 62 63 55 54 278
Cullinan Expansion $m 13 10 31 31 36 36 6 164
Sustaining $m 4 3 8 8 8 8 8 45
Total $m 16 13 39 39 44 44 14 209
Koffiefontein Expansion $m 3 1 1 - - - - 5
Sustaining $m 1 1 1 - - - - 3
Total $m 5 2 2 - - - - 9
Williamson Expansion $m - - - - - - - -
Sustaining $m 8 7 6 6 8 7 7 48
Total $m 8 7 6 6 8 7 7 48
Total Operations Expansion Capex $m 23 13 56 88 92 84 55 411
Sustaining Capex $m 16 15 20 19 22 21 20 133
Total Capex $m 39 28 76 106 114 106 75 544

Notes:

  1. Capex guidancegiven in FY 2021 real money terms.
  2. South African operations capex guidance converted at R15.55:US$1 for FY 2020 and a real exchange rate of R16:US$1 from FY 2021 over LOM.


Liquidity and Capital Structure

South African First Lien Banking and BEE Facilities

The Company refers to its previous market updates published on 27 March 2020, 9 April 2020 and 1 May 2020, confirming it has been in discussions with its South African lender group (the "SA Lenders"), being Absa Bank Limited (acting through its Corporate and Investment Banking division) ("Absa"), FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB") and Nedbank Limited, regarding the conditions (the "RCF Drawdown Conditions") upon which up to ZAR400 million of its ZAR1.0 billion revolving credit facility, as amended (the “RCF”) is to be made available in order to manage near-term liquidity risks arising from the unprecedented operating and trading environment.

In addition, as part of the expected RCF Drawdown Conditions, the Company has also been in discussions with its South African BEE lender group (the "BEE Lenders"), being Absa, RMB and NinetyOne SA Proprietary Limited (previously known as Investec Asset Management Proprietary Limited), acting as agent for and on behalf of its clients, to reschedule the capital repayments due in May 2020 and November 2020 under the Company's outstanding bank financing of its Black Economic Empowerment partners (the "BEE Facilities").

Today, the Company, the SA Lenders and the BEE Lenders, have entered into an Amendment Agreement amending certain terms of the RCF, working capital facilities and BEE Facilities including:

Senior Secured Second Lien Notes

In its 1 May 2020 market update, the Company announced that the RCF Drawdown Conditions are expected to include a restriction on the Group from making interest payments on its outstanding US$650 million 7.25% Senior Secured Second Lien Notes due 2022 (the “Notes”). Given the desire to preserve liquidity and the need to draw on the RCF (and the corresponding need to satisfy the expected RCF Drawdown Conditions), the Company decided not to make the interest payment on the Notes due 1 May 2020 (the "Interest Payment") and instead to utilise the 30-day grace period provided for under the Notes indenture to continue active discussions with an ad-hoc group of holders of the Notes holding in aggregate over 50.7% of the outstanding principal amount of the Notes (the "AHG") with a view to agreeing a forbearance agreement in relation to the missed Interest Payment.

Today, the Company entered into a Forbearance Agreement with the AHG which initially expires on 11:59 p.m. GMT on 31 August 2020 (the “Initial Expiration Date”). However, the Initial Expiration Date is automatically extended on a month-by-month basis, provided that such extension will not apply to those forbearing holders who notify the Company of their intent to withdraw from the Forbearance Agreement.

The Forbearance Agreement is subject to certain conditions, including any representation or warranty made by any Note Party under the Forbearance Agreement continuing to be true and complete in all material respects as of the date of the Forbearance Agreement. Such representations and warranties include, among others, that as at the date of the Forbearance Agreement no member of the Group holds any property, asset or right with a market value in excess of US$5.0 million which is not subject to valid and effective security in favour of the Security SPV (under the Indenture) other than (i) the properties, assets and mining right of Williamson Diamonds Limited, (ii) assets of Petra Diamonds Belgium BVBA which will be subject to further security to be granted in favour of the Note holders and the SA Lenders and (iii) any restricted cash held in the Petra Guardrisk rehabilitation account by Guardrisk for the purposes of rehabilitation provisioning.

The Forbearance Agreement is subject to further conditions, including (i) the availability of the ZAR400 million under the RCF, (ii) the delivery of an irrevocable drawdown request for ZAR400 million under the RCF by no later than 15 June 2020, (iii) the maintenance by the company of an actual and forecasted balance in cash and cash equivalents of at least ZAR100 million and not less than ZAR200 million for 10 consecutive days, (iv) restrictions on payments of capital expenditure in relation to the Company's South African operations in excess of ZAR175 million during the period commencing on 1 June 2020 and ending on 30 September 2020, (v) additional restrictions on the incurrence of additional secured debt (other than in respect of certain local working capital financing lines incurred by non-Guarantor subsidiaries and permitted under the Notes Indenture up to a maximum of US$25 million that is non-recourse to the wider Group in terms of credit support and security, and (vi) compliance with certain milestones and obligations in relation to the ongoing discussions with stakeholders regarding the Company's long-term capital structure, including the presentation of a draft term sheet setting out the proposed terms of a capital restructuring plan setting out the terms of the restructured capital structure of the Group by no later than 30 June 2020.

Pursuant to the Forbearance Agreement, the AHG has agreed to forbear from the exercise of certain rights and remedies that they have under the Notes indenture, including agreeing not to accelerate the Notes obligations as a result of the missed Interest Payment. As a result, the Company will not make the Interest Payment at the present time.

The effectiveness of each of the RCF amendments, the BEE Facilities payment re-profiling and the AHG forbearance are subject to certain conditions, including where applicable, the payment of certain customary fees and expenses. It is expected that as soon as practicable upon satisfaction and/or waiver of such conditions, the Company will drawdown in full the ZAR400 million available under its RCF. It is anticipated that with its immediate liquidity needs addressed, the Company will be in a strong position in the near term to continue discussions with its various stakeholders regarding strategic alternatives towards longer term solutions to improve the Company's capital structure.

Petra Diamonds Belgium BVBA

In connection with the Amendment Agreement, Petra Diamonds Belgium BVBA will accede as a guarantor under the Company's South African banking and BEE facilities as well as the Notes and will grant security over its cash and receivables in favour of the SA Lenders and the holders of the Notes, in each case in accordance with and pursuant to the terms of the Amendment Agreement and the Notes indenture.

Notes:

  1. The production and financial results in this announcement are adjusted to exclude the results of KEM JV, which has been reclassified as a discontinued operation following the proposed disposal, announced in July 2018.
  2. The following definitions have been used in this announcement:
  1. cpht: carats per hundred tonnes
  2. Kcts: thousand carats
  3. Kt: thousand tonnes
  4. LOM: life of mine
  5. LTI: lost time injury
  6. LTIFR: lost time injury frequency rate
  7. Mcts: million carats
  8. Mt: million tonnes
  9. FY: financial year
  10. Q: quarter of the financial year
  11. ROM: run-of-mine (i.e. production from the primary orebody)
  12. SLC: sub level cave

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Jacques Breytenbach, Finance Director.

~ Ends ~

For further information, please contact:

Petra Diamonds, London                                         Telephone: +44 20 7494 8203
Cathy Malins                                                               [email protected]
Des Kilalea     
Marianna Bowes                                                        


Rothschild & Co
Giles Douglas                                                             [email protected]
Glen Cronin                                                                 [email protected]
Mahir Quraishi                                                            [email protected]


About Petra Diamonds Limited
Petra Diamonds is a leading independent diamond mining group and a consistent supplier of gem quality rough diamonds to the international market. The Company has a diversified portfolio incorporating interests in three underground producing mines in South Africa (Finsch, Cullinan and Koffiefontein) and one open pit producing mine in Tanzania (Williamson). Petra also conducts a limited exploration programme in Botswana and South Africa.

Petra's strategy is to focus on value rather than volume production by optimising recoveries from its high-quality asset base in order to maximise their efficiency and profitability. The Group has a significant resource base of ca. 250 million carats, which supports the potential for long-life operations.

Petra conducts all operations according to the highest ethical standards and will only operate in countries which are members of the Kimberley Process. The Company aims to generate tangible value for each of its stakeholders, thereby contributing to the socio-economic development of its host countries and supporting long-term sustainable operations to the benefit of its employees, partners and communities.

Petra is quoted with a premium listing on the Main Market of the London Stock Exchange under the ticker 'PDL' and is a constituent of the FTSE4Good Index. The Company’s US$650 million loan notes due in 2022 are listed on the Global Exchange market of the Irish Stock Exchange. For more information, visit www.petradiamonds.com.

Important Notice

This announcement contains statements about Petra that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Petra disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Petra and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Petra for providing the protections offered to clients of Rothschild & Co nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.


APPENDIX – MINE BY MINE PRODUCTION TABLES

Cullinan – South Africa

Unit Q3
FY 2020
Q3
FY 2019
Variance Nine months to 31 March 2020 Nine months to 31 March 2019 Variance
Sales
Revenue US$M 31.2 46.2 -32% 112.9 112.4 0%
Diamonds sold Carats 426,283 456,652 -7% 1,157,130 1,145,188 1%
Average price per carat US$ 73 101 -28% 98 98 0%
ROM Production
Tonnes treated Tonnes 1,016,653 1,043,105 -3% 3,311,850 3,039,730 9%
Diamonds produced Carats 391,235 417,742 -6% 1,246,606 1,203,186 4%
Grade cpht 38.5 40.0 -4% 37.6 39.6 -5%
Tailings Production
Tonnes treated Tonnes 37,412 164,911 -77% 154,524 861,265 -82%
Diamonds produced Carats 9,307 14,259 -35% 43,722 60,841 -28%
Grade cpht 24.9 8.6 188% 28.3 7.1 301%
Total Production
Tonnes treated Tonnes 1,054,065 1,208,016 -13% 3,466,374 3,900,994 -11%
Diamonds produced Carats 400,542 432,001 -7% 1,290,328 1,264,027 2%

Note:

  1. The Company is not able to precisely measure the ROM / tailings grade split because ore from both sources is processed through the same plant; the Company therefore back-calculates the grade with reference to resource grades.

Finsch – South Africa

Unit Q3
FY 2020
Q3
FY 2019
Variance Nine months to 31 March 2020 Nine months to 31 March 2019 Variance
Sales
Revenue US$M 34.9 48.0 -27% 96.5 135.1 -29%
Diamonds sold Carats 529,443 475,312        11% 1,313,406 1,304,843 1%
Average price per carat US$ 66 101 -35% 73 104 -29%
Total ROM Production
Tonnes treated Tonnes 724,690 758,003 -4% 2,258,945 2,261,337 0%
Diamonds produced Carats 437,537 379,488 15% 1,318,244 1,307,422 1%
Grade cpht 60.4 50.1 21% 58.4 57.8 1%

   

Tailings Production
Tonnes treated Tonnes 37,373 52,532 -29% 211,541 186,927 13%
Diamonds produced Carats 7,041 7,882 -11% 39,890 27,372 46%
Grade cpht 18.8 15.0 26% 18.9 14.6 29%
Total Production
Tonnes treated Tonnes 762,063 810,535 -6% 2,470,486 2,448,265 1%
Diamonds produced Carats 444,578 387,370 15% 1,358,134 1,334,794 2%

Note:

  1. The Company is not able to precisely measure the ROM / tailings grade split because ore from both sources is processed through the same plant; the Company therefore back-calculates the grade with reference to resource grades.

Koffiefontein – South Africa

Unit Q3
FY 2020
Q3
FY 2019
Variance Nine months to 31 March 2020 Nine months to 31 March 2019 Variance
Sales
Revenue US$M 8.9 8.3 6% 23.6 18.8 25%
Diamonds sold Carats 25,151 14,925 69% 59,314 38,332 55%
Average price per carat US$ 352 559 -37% 398 490 -19%
ROM Production
Tonnes treated Tonnes 236,350 282,860 -16% 797,646 660,251 21%
Diamonds produced Carats 17,307 17,355 0% 61,852 42,630 45%
Grade cpht 7.3 6.1 19% 7.8 6.5 20%
Total Production
Tonnes treated Tonnes 236,350 282,860 -16% 797,646 660,251 21%
Diamonds produced Carats 17,307 17,355 0% 61,852 42,630 45%

Williamson – Tanzania

Unit Q3
FY 2020
Q3
FY 2019
Variance Nine months to 31 March 2020 Nine months to 31 March 2019 Variance
Sales
Revenue US$M 16.4 32.6 -50% 52.3 76.1 -31%
Diamonds sold Carats 102,060 114,452 -11% 296,894 309,365 -4%
Average price per carat US$ 161 285 -44% 176 246 -28%
ROM Production
Tonnes treated Tonnes 1,225,429 1,300,659 -6% 3,880,335 3,811,110 2%
Diamonds produced Carats 66,939 83,932 -20% 281,827 291,997 -3%
Grade cpht 5.5 6.5 -15% 7.3 7.7 -5%
Alluvial Production
Tonnes treated Tonnes 94,802 112,709 -16% 293,500 308,266 -5%
Diamonds produced Carats 3,090 3,570      -13% 10,555 9,927 6%
Grade cpht 3.3 3.2 3% 3.6 3.2 12%
Total Production
Tonnes treated Tonnes 1,320,231 1,413,368 -7% 4,173,835 4,119,376 1%
Diamonds produced Carats 70,029 87,503 -20% 292,382 301,924 -3%