A tribute to
Sir Michael Heller Kt MA
Chairman 1981-2023
It was with great sadness that the Board of Bisichi announced
the death of its Chairman, Sir Michael Heller Kt MA (1936-2023)
on the 30th January 2023.
but became a businessman and philanthropist of considerable
stature, whose achievements were recognised with a knighthood
in 2013. Instrumental in the development of several companies,
including Bisichi, Sir Michael’s focussed direction and decision
making, wise advice and moral compass, were pivotal to the
Company’s success and will be sorely missed. Meticulously
had regular income, was the cornerstone of Sir Michael’s
business strategy. To a very great degree, this explains why
Bisichi has performed so well when so many of its peers no
longer exist.
Fortunately, despite being unwell and in hospital, Sir Michael
was able to appreciate the Company’s success in 2022. In his
typically humorous fashion, he took enormous pleasure in
telling the nurses at his bedside how well the Company had
done. The greatest legacy that the Board can give him is to
continue the work that he so tirelessly put in to the development
of the Company, and to continue its growth. Thank you Sir
Michael for everything that you have done: the Company is
greatly indebted to you.
11Bisichi PLC
Strategic report
The Directors present
company for the year ending
31 December 2022. The aim
provide shareholders with
the ability to assess how the
Directors have performed
their duty to promote the
success of the company
Contents
STRATEGIC REPORT
2
4
5
7
19
24
GOVERNANCE
31
32
32
33
39
40
54
56
57
58
FINANCIAL STATEMENTS
68
69
70
72
73
74
82
108
109
110
2 Bisichi PLC
During the year, a disconnect in global
energy markets contributed to an
increase in the weekly Free on Board
Terminal (API4 price) from $125 per
metric tonne at the end of 2021 to a peak
of over $360 in August. Overall, the API4
price averaged $273 in 2022 compared
to $125 in 2021. The higher export prices
achievable for our coal along with higher
domestic prices, particularly during the
second half of the year, contributed
even better if we had not encountered
constraints in transporting coal for export
on the South African rail network,
constraints which were beyond our
control. For this reason, exports during
the year decreased to 262,000 metric
tonnes compared to 320,000 metric
tonnes in 2021.
African coal mining operation, our
transition into new mining areas impacted
adversely our coal production, particularly
previously reported, the transition into the
new mining areas was completed in July
last year and in the second half of the
year Black Wattle achieved improved
production of 0.52million metric tonnes
compared to 0.30million metric tonnes in
achieved production of 0.82million metric
tonnes in 2022 compared to 1.05million
metric tonnes in 2021. The increases in
our reserves, plant and equipment that
are evident on the balance sheet are
mainly attributable to the costs of
completing the development of the new
mining areas which will be mined
throughout 2023.
Despite the lower coal production from
Black Wattle, at Sisonke Coal Processing
we were able maintain the levels of coal
sold 1.29million metric tonnes compared
to 1.45million metric tonnes of coal in
£95.1million in revenue (2021:
£50.5million) with the higher prices
achievable for our coal offsetting the
lower quantity of coal sold.
Looking forward into 2023, we have
already seen coal prices in the export
market come back down to similar levels
last seen at the beginning of 2022. With
the outlook for global energy demand
less certain, your management will be
focussing on improving production levels
at Black Wattle and keeping operating
costs low. We continue to mitigate the
uncertainties in transporting coal for
export on the South African rail network
the domestic market.
We are pleased to include in our annual
report this year our new climate change
that climate change represents one of the
world today and supports the goals of the
Paris Agreement and the UN Framework
Convention on Climate Change. The
committed to, diversifying its future
business activities into areas outside of
alternative independent mining and
renewable energy related opportunities,
as well as new opportunities to add to our
existing UK property and listed equity
investment portfolios. In the interim, we
continue to work closely with Vunani
Mining, our BEE partner in Black Wattle
and Sisonke Coal processing, in being
responsible stewards of our legacy coal
operations taking into account the
climate-related risks outlined in our
climate report and the impact these risks
may have on all our stakeholders.
Chairman’s Statement
I am very pleased to report to shareholders that for the year ended 31 December 2022,
markets.
Strategic Report
33
33Bisichi PLC
In the UK, we have seen rental revenue
from our retail property portfolio remain
from our directly owned property
portfolio of £1.11million (2021:
continues to hold its joint venture
development investment in West Ealing,
with London & Associated Properties
As previously announced, we are pleased
to welcome John Heller to the Board of
Bisichi PLC as a non-executive director.
The appointment took effect on the 29
March 2023. John is the Chairman and
Managing Director of London &
Associated Properties PLC which holds a
41.6% stake in Bisichi and a Director of
Intu Debenture PLC. John’s valuable
experience in property investment and
management, makes him an excellent
addition to the Board. John’s knowledge
strategy of growing the company’s
existing and future spread of business
interests and investments, and will help
to offset the loss of our late Chairman, Sir
Michael Heller.
Finally, in light of the strong results achieved
for the year and the performance of our
South African operations, the Directors
propose a total year-end dividend per
dividend of 4p (2021: 4p) and a special
special dividends proposed will be
payable on Friday 28 July 2023 to
shareholders registered at the close of
business on 7 July 2023. This takes the
total dividends per share for the year to
22p (2021: 6p).
On behalf of the Board, our late Chairman,
and shareholders, I would like to thank all
of our staff for their hard work and
dedication during the course of the year.
Andrew Heller
26 April 2023
4 Bisichi PLC
Principal activity, strategy
& business model
deliver long term sustainable value to all our stakeholders through our business model
1 2 3
Acquisition &
investment
Production &
sustainability
Processing &
marketing
55Bisichi PLC
Mining review
Despite mining and logistical challenges, 2022 was an unprecedented year in terms
of performance for our South African coal mining and processing operations. Higher
in the coal market going into 2023, management will be focussing on improving
production levels and keeping operating costs low.
Production and operations
The transition to new mining areas at
Black Wattle, our South African mining
operation, impacted production in 2022,
the year, the mine achieved production of
0.82million metric tonnes compared to
1.05million metric tonnes in 2021. Looking
forward, both our mining contractors have
fully transitioned into the new mining area
where mining conditions are expected to
improve steadily over the course of 2023.
In addition, management will be focussing
on keeping operating costs low in light of
to impact our operations during the
course of 2022.
We continue to work closely with Vunani
Mining, our BEE partner in Black Wattle
and Sisonke Coal processing, in being
responsible stewards of our legacy coal
operations, which have a life of mine of
seven years, taking into account the
climate related risks outlined in our
climate report on page 11 and the impact
these risks may have on all our
stakeholders.
Main trends/markets
The disconnect in global energy markets
demand and prices achievable for our
coal over the year. In the international
market the average weekly price of Free
Coal Terminal (API4 price) averaged $273
in 2022 compared to $125 in 2021.
The higher prices, along with a stronger
US Dollar compared to the South African
of export coal sold from the mine in 2022
Terminal, primarily under the Quattro
programme which allows junior black-
economic empowerment coal producers
direct access to the coal export market
via the terminal. During the second half of
the year exports were limited by
constraints in transporting coal for export
on the South African rail network, exports
volumes from our South African
operations decreased during the year to
262,000 metric tonnes compared to
320,000 metric tonnes in 2021.
In light of the export constraints, the
its coal to the South African domestic
market in 2022. The strong demand in the
international market contributed to higher
domestic prices achievable for our coal,
particularly in the second half of the year.
Domestic sales volumes from our South
African operations decreased slightly
during the year to 1.03million metric
tonnes (2021: 1.13million metric tonnes)
mainly due to a build of coal stocks at
year end.
higher coal prices contributed to the
offsetting lower sales volumes.
quarter we have seen API4 prices average
$145 and uncertainties remain,
particularly with regard to the outlook for
the international coal price as well as the
impact of continued constraints in
transporting coal for export on the South
African rail network. In light of this,
management will be focussing in 2023 on
improving production levels, maintaining a
operating costs low.
6 Bisichi PLC
Principal activity, strategy & business model
Sustainable development
continue to strive to conduct business in a
safe, environmentally and socially
responsible manner. Some highlights of
our Health, Safety and Environment
performance in 2022:
• •
recorded 2 Lost time Injuries during
2022 (2021: Two).
• • No cases of Occupational Diseases
were recorded.
• • Zero claims for the Compensation for
Occupational Diseases were submitted.
In South Africa, the new government
regulated Broad-Based Socio-Economic
Empowerment Charter for the Mining and
Minerals Industry, 2020 (New Mining
Charter) came into force from March 2020.
The New Mining Charter is a regulatory
instrument that facilitates sustainable
transformation, growth and development
committed to fully complying with the New
Mining Charter and providing adequate
resources to this area in order to ensure
opportunities are expanded for historically
disadvantaged South Africans (HDSAs) to
enter the mining and minerals industry. In
addition, we continue to adhere and make
progress in terms of our Social and
Labour Plan and our various BEE initiatives.
A fuller explanation of these can be found
its various employee and community
related bursary and training initiatives.
One of the key highlights for the year was
the successful completion by Takalani
Sandani, Mine Manager of Black Colliery,
in his bursary studies. On behalf of the
in obtaining his Masters of Business
University of Pretoria.
Takalani Sandani
at his Graduation
Prospects
Management would like to thank all our
South African employees and
management are optimistic that 2023 will
be another successful year for our South
African operations.
77Bisichi PLC
Social, community and
shareholders’ interests to consider social
and human rights issues when
conducting business activities both in the
UK and South Africa. Various policies and
fall within these areas are discussed
within this report.
Health, Safety & Environment
(HSE)
safe and healthy working environment for
its employees and the health and safety
of our employees is of the utmost
importance.
HSE performance in 2022:
• • No cases of Occupational Diseases
were recorded.
• • Zero claims for the Compensation for
Occupational Diseases were submitted.
• • No machines operating at Black Wattle
exceeded the regulatory noise level.
• •
recorded 2 Lost time Injuries during
2022.
In addition to the required personnel
appointments and assignment of direct
health and safety responsibilities on the
designed, implemented and maintained at
Black Wattle and at Sisonke Coal
Processing.
Health and Safety training is conducted
on an ongoing basis. We are pleased to
report all relevant employees to date have
and risk assessment in their work areas.
A medical surveillance system is also in
place which provides management with
information used in determining measures
to eliminate, control and minimise
employee health risks and hazards and all
Occupational Health hazards are
monitored on an ongoing basis.
Various systems to enhance the current
HSE strategy have been introduced as
follows:
• •
before the commencing of tasks, mini
risk assessment booklets have been
distributed to all mine employees and
long term contractors on the mine.
• • Dover testing is conducted for all
operators. Dover testing is a risk
detection and accident reduction tool
areas in their fundamental skills in
order to receive appropriate training.
• • A Job Safety Analysis form is utilised to
hazards in the workplace.
• • In order to capture and record
incident recording sheet is utilised by
line management and contractors.
• • Black Wattle Colliery utilises ICAM
(Incident Cause Analysis Method).
• •
conducted with all employees involved
with this discipline.
to all of the South African government’s
Covid-19 related guidelines and regulations
including all updates and advice from the
National Department of Health, the
Black Wattle Colliery Social
and Labour Plan (SLP) and
Community Projects
Black Wattle Colliery is committed to true
transformation and empowerment as well as
poverty eradication within the surrounding
and labour providing communities.
Black Wattle is committed to providing
opportunities for the sustainable socio-
economic development of its
stakeholders, such as:
• • Employees and their families, through
Skills Development, Education
Development, Empowerment and
Progression Programmes.
• • Surrounding and labour sending
communities, through Local Economic
Development, Enterprise Development
and Procurement Programmes.
• • Empowering partners, through Broad-
Based Black Economic Empowerment
(BBBEE) and Joint Ventures with
Historically Disadvantaged South
African (HDSA) new mining entrants
and enterprises.
Sustainable development
South African operations and delivering long term value to all our stakeholders.
8 Bisichi PLC
• • The company engages in on going
consultation with its stakeholders to
develop strong company-employee
relationships, strong company-
community relationships and strong
company-HDSA enterprise
relationships.
The key focus areas in terms of the
detailed SLP programmes were updated
as follows:
• • Implementation of new action plans,
projects, targets and budgets were
established through regular workshops
with all stakeholders.
• • A comprehensive desktop socio-
economic assessment was undertaken
on baseline data of the Steve Tshwete
Local Municipality (STLM) and
Nkangala District Municipality (NDM).
• • The STLM is still in the process of
Economic Development (LED) Plan.
will select projects from the 2022-2027
STLM LED plan for the inclusion in its
2022-2027 SLP. The Black Wattle
Colliery SLP will thereafter be
submitted to the department of Mineral
•• The building of the new school hall at
the Phumelele Secondary School in the
• • Various upgrades were initiated at the
Evergreen School nearby to Black
Wattle.
Black Wattle has implemented various
community initiatives including:
• • A community training environmental
project, where local community
members are trained to safely cut and
remove non-indigenous vegetation, the
making, bagging and sales of charcoal.
• • Certain community members have
These areas include but are not limited
to conveyor maintenance, operation of
mining machinery and training in
environmental waste management.
• • An interlocking block manufacturing
operation will be started during 2023,
making interlocking blocks for building
homes
• • One HDSA Male completed his
University studies in the 2022
academic year.
• • Two HDSA females completed their
University studies in the 2022
academic year.
• • Two local community HDSA members
were enrolled for the new academic
year.
Environment & environment
management programme
South Africa
Under the terms of the mine’s
Environmental Management Programme
approved by the Department of Mineral
Wattle undertakes a host of
environmental protection activities to
ensure that the approved Environmental
Management Plan is fully implemented. In
addition to these routine activities, Black
Wattle regularly carries out environmental
monitoring activities on and around the
mine, including evaluation of ground
water quality, air quality, noise and
lighting levels, ground vibrations, air blast
monitoring, and assessment of visual
impacts. In addition to this Black Wattle
also performs quarterly monitoring of all
boreholes around the mine to ensure that
the surrounding communities.
Black Wattle is fully compliant with the
regulatory requirements of the
Department of Water Affairs and Forestry
and has an approved water use licence.
Black Wattle Colliery has substantially
improved its water management by
erecting and upgrading all its pollution
control dams in consultation with the
Department of Water Affairs and Forestry.
A performance assessment audit was
conducted to verify compliance to our
Environmental Management Programme
retail property investment as well as
residential property development
whereby we provide or develop premises
which are rented to retail businesses or
sold on to end users. We seek to provide
tenants and users in both these areas
with good quality premises from which
they can operate or reside in an
environmentally sound manner.
Procurement
In compliance with the Mining Charter
African operations has implemented a
BBBEE-focussed procurement policy
which strongly encourages our suppliers
to establish and maintain BBBEE
credentials. At present, BBBEE
companies provide approximately 90
percent of Black Wattle’s equipment and
services.
Sustainable development
99Bisichi PLC
Sustainable development
Mining Charter
In South Africa, the new government
regulated Broad-Based Socio-Economic
Empowerment Charter for the Mining and
Minerals Industry, 2020 (New Mining
Charter) came into force from March
2020. The New Mining Charter is a
regulatory instrument that facilitates
sustainable transformation, growth and
development of the mining industry. The
reach various levels of compliance to the
committed to providing adequate
resources to this area in order to ensure
full compliance to the New Mining Charter
is achieved over the transitional period.
As part of Black Wattle’s commitment to
the New Mining Charter, the company
seeks to:
• • Expand opportunities for historically
disadvantaged South Africans
(HDSAs), including women and youth,
to enter the mining and minerals
and processing of the country’s
resources;
• • Utilise the existing skills base for the
empowerment of HDSAs; and
• • Expand the skills base of HDSAs in
order to serve the community.
Employment & diversity
In the UK, the Board of Bisichi PLC at 31 December 2022 comprised of:
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
Men 7 100% 3 4 100%
Women 0 0% 0 0 0%
0 0% 0 0 0%
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
Number in
executive
management
Percentage
of Executive
management
White British or other White (including minority white
groups)
6 86% 3 4 100%
0 0% 0 0 0%
1 14% 0 0 0%
0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
The above data has been collected through self-reporting by the Board members. Questions asked include gender identity or sex
and ethnic background.
10 Bisichi PLC
Sustainable development
At 31 December 2022 the Company did
not meet the target of at least 40% of
the individuals on its board of directors
are women and at least one of the senior
positions on the Board are held by a
improving upon its gender and diversity
targets at all employment levels within the
employees and targeted recruitment
operations are committed to achieving
the goals of the South African
Employment Equity Act and is pleased to
report the following:
• • Black Wattle Colliery has exceeded the
10 percent women in management and
core mining target.
• • Black Wattle Colliery has achieved over
15 percent women in core mining.
• • 94 percent of the women at Black
Wattle Colliery are HDSA females.
In terms of directors, employees and
gender representation, at the year end
from a minority ethnic or HDSA
Background, 1 female from a minority
ethnic or HDSA Background), 6 senior
managers (5 male and 2 from a minority
ethnic or HDSA Background, 1 female
from a minority ethnic or HDSA
Background) and 228 employees (158
male and 134 from a minority ethnic or
HDSA Background, 70 female and 66
from a minority ethnic or HDSA
Background).
Black Wattle Colliery has successfully
submitted their annual Employment
Labour. In terms of staff training some
highlights for 2022 were:
• • 1 employee was trained in ABET (Adult
Basic Educational Training) on various
levels;
• • An additional 8 disabled HDSA women
continued their training on ABET levels
one to four.
• • Four HDSA persons were enrolled for
apprenticeships in 2022; these are
categorised as follows:
~ One HDSA female employee was
enrolled for her apprenticeship.
~ Two HDSA females and one HDSA
male from the local community were
enrolled for their apprenticeships.
• •
one HDSA Male completed his bursary
studies in 2022, while two HDSA
females continued their bursary studies
in 2022.
• • Two HDSA females were allocated new
Bursaries for 2022.
Highlights for 2022 for Sisonke Coal
Processing:
• • One employee was trained in ABET
(Adult Basic Educational Training) on
various levels
Employment terms and conditions for our
our South African mining operations are
regulated by and are operated in
compliance with all relevant prevailing
national and local legislation. Employment
terms and conditions provided to mining
staff meet or exceed the national
and coal washing plant facility are labour
intensive and unionised. During the year
no labour disputes, strikes or wage
negotiations disrupted production or had
representatives and labour related unions
continue to remain strong.
Anti-slavery and human
of the use of forced labour and has a zero
initiatives in this area can be found within
Climate Change reporting
change represents one of the most
today and supports the goals of the Paris
Agreement and the UN Framework
Convention on Climate Change.
Our aim is to:
• • minimize our contribution to
greenhouse gas emissions;
• • to consider and plan for the physical
and transitional risks of climate change
on our operations; and
• • to work with stakeholders, including
local government and communities, to
mitigate the impact of climate-related
challenges.
1111Bisichi PLC
Bisichi is committed to managing the
impact of its operations on the planet and
the impact of climate change on its
operations, particularly to ensure
resilience in a changing world and
marketplace. Bisichi understands the
importance of these matters to its
investors, partners, and regulatory
authorities and, as required by the Listing
Climate-related Disclosure’s framework
for communicating climate related
mining and processing in South Africa.
Hydrocarbons are a key source of energy
and heat for the foreseeable future and
the Company’s operations have
contributed to meeting market demand
for coal, particularly in South Africa.
part of a wider energy and natural
resources market which is in the process
of transitioning, in conjunction with the
published government, national and
supra-national policies, to net-zero.
its climate disclosures in this Strategic
recommendations and the 11
recommended disclosures as outlined
published a report in line with the TCFD
endeavoured to make disclosures
consistent with the TCFD recommended
disclosures taking into consideration the
short to medium term life of its South
African coal operation and the size and
its infrastructure, strategies, structures,
resources and tools to manage the risks
and opportunities presented by climate
change and to ensure its ongoing climate
change reporting disclosure is fully
consistent in all areas with the TCFD
recommended disclosures.
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RECOMMENDED
DISCLOSURE BISICHI PLC
Governance Board’s oversight
of climate risk and
opportunities.
approach to climate risk and opportunities.
regular board meetings and at other appropriate points during the year.
The Board has developed and implemented a Climate Change Policy and monitor the
content, effectiveness and implementation of this Policy on a regular basis.
co.uk.
Short, medium and long term strategic decisions, including those on capital allocation
recommendations to the Board. Climate related issues and policy are included as
management recommendation and in the Board’s consideration of the relevant issue.
management process and reporting thereof to the Board and Audit Committee.
environmental obligations and seeks to ensure high standards of business conduct in
basis, and report on its performance on a yearly basis.
12 Bisichi PLC
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Governance Management’s role
in assessing and
managing climate-
related risks and
opportunities.
and any related individual site-level policies and practices.
At our South African operations, management have commenced engagement with key
stakeholders in order to ensure awareness of our climate change policy as well as the
potential impact of climate change on our environment and operations. We continue
looking for opportunities to partner with our stakeholders to drive the uptake of carbon
neutral solutions.
advice from third party consultants on the impact in the short, medium and long term
of the decision, and ensure that such information is fully considered as part of the
evaluation of the relevant matter.
Strategy Climate-related
risks and
opportunities the
over the short,
medium, and long
run.
short to medium term horizon. Within this horizon, climate change transition risks may impact
•• coal price and demand volatility;
••
•• delays or restrictions to regulatory approvals;
•• early retirement of our coal processing and mining operations; and
•• Carbon pricing and taxes, that may create additional costs through the value chain.
risks of variations in climate over the current life of mine of our South African operations to
1313Bisichi PLC
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In a longer term horizon, and in a scenario where the useful life of our South African
operations is extended, the above short to medium term transitional risks are expected to
continue to apply. In addition, in a scenario, such as the International Energy Association’s
implemented that support a transformation to net zero emissions by 2050 and limiting
the rise of global temperatures to 1.5°C by the end of the century, policies will lead
carrying value and long term viability of our South African coal operations as well as the
stakeholders and communities reliant on our operations. Extreme weather events, over
and revenues of our mining and processing operations, supply chains and impact the
communities living close to our operations.
Clean coal research and technology initiatives such as carbon capture may result in
opportunities to increase the useful life of our South African coal mining and processing
to diversify its business activities and equity investment portfolio into renewable and
energy system
been associated with our South African coal mining and processing operations, namely
due to fuel combustion and electricity usage. Improvements in the cost competitiveness
of lower emission sources of energy provide opportunities to lower overall operating
••
and
•• Short-term transition risk from emerging regulation related to energy performance
14 Bisichi PLC
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Strategy Impact of climate-
related risks and
opportunities
on businesses,
strategy, and
Management have incorporated and regularly review the following strategies and
procedures in relation to it South African coal operations:
••
••
••
and climate change regulation including mining regulation, energy procurement and
licensing, and carbon taxing;
••
changes to availability and cost of services;
••
regulatory initiatives; and
••
and other stakeholders on climate change-related challenges.
usage at our coal washing plant. Management are currently in the process of evaluating
viability and long term sustainability of the projects.
•• Minimising land clearance for new project facilities;
•• Adoption of mitigation strategies for preserving integrity of environment;
•• Minimising tree felling;
••
••
mining contractors, suppliers and equipment. Particular consideration will be given to the
•• Scheduling of excavation and haulage activities to optimise activities and avoid double
handling, where this is operationally practical; and
••
and reduce CO
2
emissions compared to machinery that has been removed.
Potential water scarcity has increased management focus on opportunities to increase
other work concluded or planned on our water recycling systems at our coal processing
facility will result in a lowering of our overall cost of water and the environmental footprint
new opencast mining areas that have been opened.
1515Bisichi PLC
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Transition and physical risks related to climate change are regularly discussed at Board
coal operations and the future allocation of capital. The Board regularly considers the
need for coal as an energy source both globally and in South Africa over the life of mine
of our operations and in its long term planning. The Board is committed to responsible
stewardship of our legacy South African coal assets taking into account the impact
climate change related risks may have on all our local stakeholders. We recognise the
need to collaborate with government, employees and communities, to ensure a just
transition for our stakeholders through the transition to a low carbon economy.
The Board regularly evaluates and continues to seek opportunities to diversify its
business activities and equity investment portfolio, particularly into renewable and
be reported to shareholders in due course.
regulatory standards into its decision making process.
Strategy
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario.
Management have incorporated climate scenarios into our strategic operational
planning and review process. We have assessed the resilience of our coal operations
compared to the IEA’s NZE2050 Scenario, which sets out what additional measures
would be required over the next ten years to put the world as a whole on track for
decline over the longer term impacting the potential commercial longevity of the
Change Knowledge Portal. The outcomes of scenario testing and physical climate
Over the short to medium term, considering the potential impact of transitional climate
is regularly scrutinised by senior management and the Board in regard to any changes
in coal demand outlook and climate regulatory policy that may impact our operations
over the current life of mine. A recent example being the Just Energy Transition
The Board encourages senior and local management to assess principal and emerging
16 Bisichi PLC
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Risk Management Processes for
identifying and
assessing climate
related risks.
by the Board, who retain ultimate responsibility for them.
change impacts are mainly considered from two environmental perspectives, the
impact of our South African coal mining and processing operations on the climate
and the effect of global climate change on our operations and stakeholders.
The Board and Senior management remain in regular communication with local
regulatory bodies, climate research providers, coal market analysts, suppliers, and
services providers to ensure climate related risks and changes in regulatory policy
South Africa are encouraged by the Board to identify local climate related risks and
changes in regulatory policy that may impact our South African coal operations.
Management continually engage with governments and local communities and other
stakeholders on climate change-related challenges impacting the local area and the
South African coal industry at large.
Risk Management Processes for
managing climate-
related risks.
of the effects of climate change on our business. The Board regularly discusses
Board regularly reviews and analyses coal market and outlook research, particularly
in relation to targets set out in local climate policy such as JET IP and global climate
scenarios such as NZE 2050.
integrated into our corporate policy, project and procurement evaluation criteria at
our South African operations to ensure it is consistently applied and managed.
environmental matters, including the location of CO2 emissions, their levels and intensity.
future strategy and operations.
Risk Management Processes for
identifying,
assessing, and
managing climate-
related risks are
integrated into
the overall risk
management.
are to be reported to and discussed at Board level and incorporated into the strategy,
Where possible, plans to mitigate the effect of climate change on our operations
and our local communities will be integrated into the mines regulatory environmental
management and social and labour plans.
1717Bisichi PLC
TCFD PILLAR
TCFD
RECOMMENDED
DISCLOSURE BISICHI PLC
Metrics and Targets Metrics used
assess climate
related risks and
opportunities in line
with its strategy and
risk management
process.
assets that are impacted by the climate related risks and opportunities outlined above
can be found on page 82.
constrained at present by the main segment of it business activities, being coal
appropriately target its emission reduction strategy to the elements of its operations
where a meaningful reduction in greenhouse gas emissions can be effected, and this
breakdown of UK and South African coal operations. See below for disclosure of
emissions during the year.
Metrics and Targets Scope 1, Scope 2
and, if appropriate,
Scope 3
greenhouse gas
and the related
risks.
gas emissions, see below for disclosure of emissions during the year.
Scope 3 emissions are not currently measured given the size and life of mine of
continue to assess the above approach as part of its continued review of compliance
future business activities.
Metrics and Targets Targets used by the
climate-related risks
and opportunities
and performance
against targets.
which has a current life of mine of 7 years.
can be further reduced, particularly scope 2 emissions related to the heavy sources
scope of further potential reductions, their time, capital cost and practicability of
to evaluate opportunities to diversify its business activities. In turn, targets related
planned operating activities.
18 Bisichi PLC
Green House Gas reporting
The data detailed in these tables represent emissions and energy use for which Bisichi Mining plc is responsible. To calculate our
Any estimates included in our totals are derived from actual data which have been extrapolated to cover the full reporting periods.
2
e).
The Group’s carbon footprint:
2022
CO
2
e
Tonnes
2021
CO
2
e
Tonnes
Emissions source:
Emissions from the combustion of fuel or the operation of any facility including fugitive emissions
from refrigerants use
39,564 41,960
Emissions resulting from the purchase of electricity, heat, steam or cooling by the company for its
own use (location based)
12,267 12,040
Total gross emissions 51,831 54,000
Of which:
UK 3 2
South Africa 51,828 53,998
Intensity:
Tonnes of CO
2
per £ sterling of revenue 0.0005 0.0011
Tonnes of CO
2
per tonne of coal produced 0.0629 0.0516
kWh kWh
Energy consumption used to calculate above emissions 87,292,816 83,079,614
Of which UK 12,341 10,186
1919Bisichi PLC
Principal risks & uncertainties
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
COAL PRICE AND VOLUME RISK
will be derived based on contracts or agreements with physical
off-take partners at prices that will be determined by reference
to market prices of coal at delivery date.
movements in both the export and domestic coal price.
The price of export sales is derived from a US Dollar-
denominated export coal price and therefore the price
movements in exchange rates and overall global demand and
supply. The volume of export sales achievable can be
The domestic market coal prices are denominated in South
and supply.
In the short term, disconnections in global energy markets and
global economic volatility may result in additional price volatility
both demand and supply.
Longer term both the demand and supply of coal in the
domestic and global market may be negatively impacted by
climate related risks such as regulatory changes related to
climate change and governmental CO
2
emission commitments.
production and processing costs to mitigate coal price volatility
as well as from time to time entering into forward sales contracts
has not entered into any such contracts in 2021 and 2022.
the ability to deliver the quality of coal required by each market
together with the market factors set out opposite. Volumes of
export sales achieved during the year were primarily dependent
required for export, obtaining adequate rail capacity and utilising
allowable export quotas under the Quattro programme. The
volume of domestic market sales achieved during the year were
primarily dependant on local demand and supply as well as the
on the above factors and evaluate alternative means to ensure
coal sales and prices achieved are optimised.
in global energy markets, economic volatility and climate change
change reporting on page 11.
MINING RISK
As with many mining operations, the reserve that is mined has
the risk of not having the qualities and accessibility expected
from geological and environmental analysis. This can have a
negative impact on revenue and earnings as the quality and
quantity of coal mined and sold by our mining operations may
be lower than expected.
This risk is managed by engaging independent geological
determine the estimated reserves and their technical and
commercial feasibility for extraction. In addition, management
engage Competent Persons to assist management in the
production of detailed life of mine plans as well as in the
monitoring of actual mining results versus expected performance
to engage an independent Competent Person in the current year.
20 Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
CURRENCY RISK
and British Pound. These movements can have a negative
above, as well as operational earnings.
value of inter-company trading balances with its South African
denominated inter-company trade receivable balances into
Sterling that are held within the UK and which are payable by
net assets to the Sterling reporting functional currency of the
derived from a US Dollar-denominated export coal price. A
weakening of the US Dollar can have a negative impact on the
may enter into forward sales contracts in local currencies with
not entered into any such contracts in 2022 and 2021.
to mitigate foreign exchange risk on inter-company trading
functional currency net assets, management regularly review the
requirement to do so in light of any increased risk of future
volatility.
movement impacts in the year.
NEW RESERVES AND MINING PERMISSIONS
The life of the mine, acquisition of additional reserves,
permissions to mine (including ongoing and once-off
permissions) and new mining opportunities in South Africa
generally are contingent on a number of factors outside of the
Forestry and other regulatory or state owned entities.
to the government Mining Charter with the New Mining Charter
which came into force from March 2020. Failure to meet
existing targets or further regulatory changes to the Mining
Charter, could adversely affect the mine’s ability to retain its
mining rights in South Africa.
The work performed in the acquisition and renewal of mining
permits as well as the maintenance of compliance with permits
includes factors such as environmental management, health and
safety, labour laws and Black Empowerment legislation (such as
the New Mining Charter); as failure to maintain appropriate
controls and compliance may in turn result in the withdrawal of
the necessary permissions to mine. The management of these
regulatory risks and performance in the year is noted in the
Development report on page 7 and in this section under the
headings environmental risk, health & safety risk and labour risk.
provide adequate resources to this area including the
employment of adequate personnel and the utilisation of third
party consultants competent in regulatory compliance related to
mining rights and mining permissions.
Principal risks & uncertainties
2121Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
POWER SUPPLY RISK
The current utility provider for power supply in South Africa is
the government run Eskom. Eskom continues to undergo
capacity problems resulting in power cuts and lack of provision
of power supply to new projects. Any power cuts or lack of
disrupt mining production and impact on earnings.
regular monitoring of Eskom’s performance and ongoing ability
assess the ability to utilise diesel generators as an alternative
means of securing power in the event of power outages.
FLOODING RISK
earnings.
Management monitors water levels on an ongoing basis and
various projects have been completed, including the
construction of additional dams, to minimise the impact of this
risk as far as possible.
ENVIRONMENTAL RISK
adhere to local environmental regulations. Any failure to adhere
to local environmental regulations, could adversely affect the
mine’s ability to mine under its mining right in South Africa.
In line with all South African mining companies, the management
of this risk is based on compliance with the Environment
strives to provide adequate resources to this area including the
employment of personnel and the utilisation of third party
consultants competent in regulatory compliance related to
environmental management.
To date, Black Wattle is fully compliant with the regulatory
requirements of the Department of Water Affairs and Forestry
and has an approved water use licence. Further details of the
the Sustainable development report on page 7.
HEALTH & SAFETY RISK
Attached to mining there are inherent health and safety risks.
Any such safety incidents disrupt operations, and can slow or
mining operations are required to adhere to local Health and
Safety regulations as well as enhanced health and Safety
measures related to Covid-19.
in place to mitigate this risk. Management strive to create an
environment where Health and safety of our employees is of the
utmost importance. Our Health & Safety programme provides
clear guidance on the standards our mining operation is expected
to achieve. In addition, management receive regular updates on
how our mining operations are performing. Further details of the
Sustainable Development report on page 7.
Principal risks & uncertainties
22 Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
CLIMATE CHANGE RISK
Climate change is a material issue that can affect our South
African coal business through:
- changes in carbon pricing, taxes, and coal mining regulation;
- extreme climatic events;
- access to capital and services and allocation thereof; and
- reduced demand and prices for coal.
Transition and physical risks related to climate change are
regularly discussed and acted upon at Board and management
South African coal operations and the future allocation of capital.
change report on page 11.
LABOUR RISK
are labour intensive and unionised. Any labour disputes, strikes
or wage negotiations may disrupt production and impact
earnings.
and transparent dialogue with employees across all levels. In
addition, appropriate channels of communication are provided to
all employment unions at Black Wattle to ensure effective and
early engagement on employment matters, in particular wage
negotiations and disputes.
CASHFLOW RISK
Commodity price risk, currency volatility and the uncertainties
inherent in mining may result in favourable or unfavourable
In order to mitigate this, we seek to balance the high risk of our
property investment operations which are actively managed by
London & Associated Properties PLC and our equity investment
portfolio. Due to the long term nature of the leases, the effect on
Financial and Performance review on page 24 for details of the
property and investment portfolio performance.
Principal risks & uncertainties
2323Bisichi PLC
PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK
PROPERTY VALUATION RISK
Consolidated Income Statement and Balance Sheet, are
and residential development properties. A fall in UK commercial
and residential property can have a marked effect on the
impact on covenants and other loan agreement obligations.
The economic performance of the United Kingdom, including
measures, as well as the current economic performance and
trends of the UK retail market, may impact the level of rental
income, yields and associated property valuations of the
Ventures.
Properties PLC whose responsibility is to actively manage the
portfolio to improve rental income and thus enhance the value of
the portfolio over time. In addition, management regularly monitor
banking covenants and other loan agreement obligations as well
as the performance of our property assets in relation to the
overall market over time.
Management continues to monitor and evaluate the impact of
economic performance of the UK retail market on the future
and future investment decisions.
Principal risks & uncertainties
24 Bisichi PLC
EBITDA, adjusted EBITDA and mining
production are used as key performance
on the long term development of its existing
mining reserves and the acquisition of
additional mining reserves in order to realise
shareholder value. Mining production can
tonnes extracted from our reserves during
the period and held by the mine before any
processing through the washing plant.
as one of the key overall performance
can be impacted by the volatile and capital
intensive nature of the mining sector.
Accordingly, EBITDA and adjusted EBITDA
are primarily used as key performance
indicators as they are indicative of the value
expected to be realised over the long term
investment operations, the net property
valuation and net property revenue are
utilised as key performance indicators as
providing stable cash generative UK assets
and access to capital appreciation. Certain
key performance indicators below are not
measures and are not intended as a
substitute for those measures, and may or
may not be the same as those used by
other companies.
Key performance indicator
2022
£’000
2021
£’000
For the Group:
39,363 5,028
EBITDA 39,980 5,849
38,014 2,501
For our property investment operations:
Net property valuation 10,465 10,525
Net property revenue 1,108 1,119
For our mining activities:
38,126 4,266
EBITDA 37,856 4,145
Tonnes
‘000
Tonnes
Mining production 824 1,046
Quantity of coal sold 1,287 1,447
costs and lower coal sale volumes in 2022.
2525Bisichi PLC
can be reconciled as follows:
Mining
£’000
Property
£’000
Other
£’000
2022
£’000
Revenue 93,413 1,108 590 95,111
Transport and loading cost (5,201) - - (5,201)
Mining and washing costs (38,008) - - (38,008)
Other operating costs excluding depreciation (12,078) (456) (5) (12,539)
exchange movements (adjusted EBITDA)
38,126 652 585 39,363
Exchange movements (270) - - (270)
Fair value adjustments - (60) - (60)
- - 1,036 1,036
37,856 592 1,621 40,069
Share of loss in joint venture - (89) - (89)
EBITDA 37,856 503 1,621 39,980
Net interest movement (663) (210) - (873)
Depreciation (1,093) - - (1,093)
38,014
can be reconciled as follows:
Mining
£’000
Property
£’000
Other
£’000
2021
£’000
Revenue 49,226 1,119 175 50,520
Transport and loading cost (5,569) - - (5,569)
Mining and washing costs (32,438) - - (32,438)
Other operating costs excluding depreciation (6,953) (527) (5) (7,485)
exchange movements (adjusted EBITDA)
4,266 592 170 5,028
Exchange movements (121) - - (121)
Fair value adjustments - 255 - 255
- - 812 812
4,145 847 982 5,974
Share of loss in joint venture - (125) - (125)
EBITDA 4,145 722 982 5,849
Net interest movement (777)
Depreciation (2,571)
2,501
26 Bisichi PLC
Adjusted EBITDA is used as a key indicator
of the operating trading performance of
impact of depreciation, fair value
other investments and foreign exchange
segments include its South African mining
operations and UK property. The
performance of these two operating
segments are discussed in more detail
below.
year of £40.0million (2021: £5.8million).
The movement compared to the prior
year can mainly be attributed to the
EBITDA from our mining activities of
£37.9million (2021: £4.1million). In
related to our UK property was £0.1million
(2021: gain £0.3million) and gains related
to investments held at fair value through
£0.8million).
£38.0million (2021: £2.5million) for the
year resulting in an increase in taxation
for the year to £11.9million (2021: £0.8
after tax of £26.1million (2021:
£1.7million), of which £17.6million (2021:
£1.5million) was attributable to equity
holders of the company.
South African mining operations
UK Sterling
2022
R’000
2021
2022
£’000
2021
£’000
1,886,276 1,004,444 93,413 49,226
Transport and loading costs (105,023) (113,641) (5,201) (5,569)
Mining and washing costs (767,490) (661,929) (38,008) (32,438)
1,013,763 228,874 50,204 11,219
Other operating costs (excluding depreciation) (12,078) (6,953)
exchange movements (adjusted EBITDA)
38,126 4,266
Exchange movements (270) (121)
EBITDA 37,856 4,145
2022
‘000
2021
Mining production in tonnes 824 1,046
2022
R
2021
Net Revenue per tonne of mining production 2,162 852
Mining and washing costs per tonne of mining production (931) (633)
1,231 219
less transportation and loading costs.
Performance
2727Bisichi PLC
Domestic
‘000
Export
‘000
2022
‘000
Domestic
Export
2021
Quantity of coal sold in tonnes 1,025 262 1,287 1,127 320 1,447
Domestic
R’000
Export
R’000
2022
R’000
Domestic
Export
2021
Revenue 795,132 1,091,144 1,886,276 530,905 473,539 1004,444
Net Revenue per tonne of coal sold 774 3,770 1,384 470 1,129 616
Mining and washing costs per tonne of
coal sold
(596) (457)
operating costs and depreciation
788 158
as the quantity of coal sold in metric
less transportation and loading costs per
metric tonne of coal sold.
Total net revenue per tonne of coal sold
operations increased for the year from
average price increases achieved in both
the export and domestic market. A
decrease in mining production from Black
Wattle and an increase in coal inventories
at the end of the year offset an increase
in buy-in coal processed during the year
resulting in the quantity of coal sold for
the year decreasing to 1.287million
tonnes (2021: 1.447million tonnes).
African mining operations increased
the increase in revenue per tonne of coal
sold offsetting the lower coal sales
volumes, particularly in the export market.
Mining and washing costs per tonne of
coal sold during the year increased from
tonne in 2022 mainly due to increases in
buy-in coal costs and mining costs per
tonne from Black Wattle. This resulted in
an increase in total mining and washing
Other operating costs (excluding
depreciation) of £12.08million (2021:
£6.95million) include general
administrative costs and administrative
salaries and wages related to our South
African mining operations that are
incurred both in South Africa and in the
impacted by movements in mining
production and coal processing. The
increase during the year can mainly be
attributed to higher salaries and wages
costs attributable to the improved
same period. Overall costs in South Africa
were in line with management’s
Adjusted EBITDA from £5.0million in
2021 to £39.4million in 2022 can mainly
be attributed to higher prices achievable
processing operations. This offset the
higher mining, washing and operating
costs and lower coal sales volumes
incurred in 2022. A further explanation of
the mines operational performance can
subsidiary Black Wattle Colliery (Pty) Ltd
signed an agreement to acquire additional
coal reserves during the year. The new
reserves of 6.1million metric tonnes,
extends the life of mine of Black Wattle to
seven years and remains subject to
regulatory approval. The acquisition was
negotiated in conjunction with a re-
negotiation of 2.1million metric tonnes of
separate coal reserves previously acquired
from the same seller, as previously
announced in our 2018 annual report.
28 Bisichi PLC
Vunani Mining (Pty) Ltd our black
economic empowered shareholders at
Black Wattle, were integral in the success
in acquiring both of these reserves. As a
result, it was agreed that Vunani Mining
will share equally in any distributable
as part of their non-controlling interest in
Black Wattle. This has been achieved
through a new shares issue in Black
Wattle that was completed on 12 April
2022. The total issued share capital in
Black Wattle Colliery (Pty) Ltd was
increased further from 1000 shares to
following share issue:
••
Bisichi Mining (Exploration Limited), a
••
Vunani Mining (Pty) Ltd
ordinary shares save that they have sole
attributable to the above mining reserves
held by Black Wattle Colliery (Pty) Ltd. A
non-controlling interest is therefore
Ltd from the date of issue of the shares
(12 April 2022).
Details of Vunani’s non-controlling
interest held at year end can be found in
the Non-controlling interest note on page
102.
UK property investment
Performance
by London & Associated Properties plc.
levels achieved in 2022. Net property
revenue (excluding joint ventures and
service charge income) across the
portfolio decreased during the year to
£1.108million (2021: £1.119million). The
property portfolio was externally valued at
31 December 2022 and the value of UK
investment properties attributable to the
to £10.465million (2021: £10.525million).
Joint venture property investments
£0.6million) joint venture investment in
property investment company. The open
market value of the company’s share of
investment properties included within its
Properties decreased marginally during
the year to £1.019million (2021:
£1.040million).
(2021: £0.5million) 50% joint venture
investment in West Ealing Projects
Limited, a UK unlisted property
development company. West Ealing
Projects Limited’s only asset is a property
development in West Ealing, London. The
trading property inventory included within
this development is valued at £4.1million
(2021: £3.7million). The joint venture has
obtained planning consent for a
2022 the joint venture explored the
possibility of a consented land sale but
offers during a period of extreme building
taken and we look forward to updating
shareholders further in due course.
joint venture investment in Development
Physics Limited, a UK unlisted property
development company. The remaining two
thirds is held equally by London &
Associated Properties PLC and Metroprop
with the purpose of delivering a residential
houses in Purley, London. Development
Physics acquired a series of options on
the site and registered for planning
permission for its development. The
planning application submitted in 2022
was rejected in January 2023 despite
being recommended for approval by the
appealed this decision and we will update
shareholders on progress in due course.
At year end, the negative carrying value of
£14,000 (2021: £3,000).
revenue of £1.2million (2021: £1.2million)
for the year which includes the company’s
share of net property revenue from its
investment in joint ventures of £108,000
(2021: £88,000).
Other Investments
investments held at fair value through
in 2021 to £12.6million due to net
additions during the year of £8.2million
(2021: £1.2million) and gains from
investments of £0.7million (2021:
£0.7million). The investments comprise of
£6.8million (2021: £1.56million) of
investments listed on stock exchanges in
the United Kingdom and £5.8million
(2021: £2.07million) of investments listed
on overseas stock exchanges. The
entities involved in extractive and energy
related (including renewable energy)
business activities.
2929Bisichi PLC
activities increased compared to the prior
year to £30.7million (2021: £4.4million).
This can mainly be attributed to the
year of £39.0million (2021: £3.4million)
net of taxes paid of £7.9million (2021:
refund of £0.2million) and an increase in
inventories of £4.0million (2021: decrease
mainly be attributed to the improved coal
revenue per tonne achieved during the
year.
net acquisitions of listed equity
investments of £8.1million (2021:
£0.9million) and capital expenditure
during the year of £8.5million (2021:
£1.8million) which can mainly be
attributable to mine development costs at
mining reserves, plant and equipment had
a carrying value of £16.4million (2021:
£9.0 million) with capital expenditure
being offset by depreciation of £1.1million
(2021: £2.5milion) and exchange
translation movements of £0.6million
(2021: £0.4million) for the year.
includes a net increase in borrowings of
£0.5million (2021: decrease £0.3million).
In addition, dividends were paid during
the year to equity shareholders of
£0.6million (2021: £Nil) and to minority
shareholders of £7.0million (2021: £Nil).
equivalents increased during the year by
£6.9million (2021: £1.5million). The
equivalents (including bank overdrafts) at
year end was £7.4million (2021:
£0.5million).
resources available at short notice
including cash and cash equivalents
(excluding bank overdrafts) of
£10.6million (2021: £3.0 million) and
listed investments of £13.5million (2021:
£4.3million) as at year end. The above
(2021: £7.3million).
at year end were £35.6million (2021:
£17.8million) and total assets at
£63.8million (2021: £38.1million).
Liabilities increased from £20.3million to
£28.2million during the year primarily due
to an increase in trade and other
payables from £10.7million to £13.3million
as well as an increase in tax payable from
£0.7million to £4.3million.
page 73 and the Consolidated Balance
Sheet on page 70 and 71.
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
39,768 5,028
30,698 4,432
(16,584) (2,706)
(7,206) (271)
Net (decrease) / increase in cash and cash equivalents 6,908 1,455
Cash and cash equivalents at 1 January 482 (1,078)
Exchange adjustment (25) 105
Cash and cash equivalents at 31 December 7,365 482
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet 10,590 3,018
Bank overdrafts (secured) (3,225) (2,536)
7,365 482
30 Bisichi PLC
Loans
South Africa
facility with Absa Bank Limited for
Processing (Pty) Limited, a 100%
subsidiary of Black Wattle Colliery (Pty)
Limited. This facility comprises of an
working capital requirements of the
facility is renewable annually and is
secured against inventory, debtors and
African operations.
£3.9m with Julian Hodge Bank Limited at
an initial LTV of 40%. The loan is secured
against the company’s UK retail property
portfolio. The amount repayable on the
loan at year end was £3.8million. The
repayable at the end of the term in
December 2024. The overall interest cost
of the loan is 4.00% above the Bank of
England base rate. The loan is secured by
properties in the UK which are included in
£10.5million. No banking covenants were
Statement regarding Section
172 of the UK Companies Act
Section 172 of the UK Companies Act
requires the Board to report on how the
directors have had regard to the matters
outlined below in performing their duties.
customers, employees, local
communities, suppliers and shareholders
the year, the Directors consider that they
have acted in a way, and have made
decision that would, most likely promote
of its members as a whole as outlined in
the matters below:
•• The likely consequences of any
decision in the long term: see Principal
activity, strategy & business model on
Uncertainties on page 19;
••
ethics and compliance; fostering of the
Company’s business relationships with
suppliers, customers and others; and
the community and environment: see
Sustainability report on page 7;
•• The need to act fairly between
members of the Company: see the
34.
Future prospects
seen the API4 price average $145 and
uncertainties remain, particularly in
regard to the sustainability of the higher
international coal price and the impact of
continued constraints in transporting coal
for export on the South African rail
network. In light of this, management will
be focussing on improving production
market and keeping operating costs low.
evaluate opportunities to transition into
alternative mining related opportunities
through new commercial arrangements.
In the UK, management is looking forward
to progressing its property development
opportunities in West Ealing and
Development Physics as well as seeking
other opportunities to expand upon on its
property and equity investment portfolios.
strategy of balancing the high risk of our
mining operations with a dependable
our UK property investment operations
and equity investments.
remained strong and at present, the
the foreseeable future and that liabilities
are met. A full going concern and viability
assessment can be found in the Directors
report on page 38.
Further information on the outlook of the
company can be found in both the
Chairman’s Statement on page 2 and the
Signed on behalf of the Board of Directors
Garrett Casey
26 April 2023
30
3131Bisichi PLC
*
ANDREW R HELLER MA, ACA
(Chairman & Managing Director)
GARRETT CASEY CA (SA)
(Finance Director)
ROBERT GROBLER Pr Cert Eng
(Director of mining)
O+
CHRISTOPHER A JOLL MA
(Non-executive)
Christopher Joll was appointed a
Director on 1 February 2001. He has
held a number of non-executive
companies and currently runs his own
event management business. He is also
a published author, lecturer and a writer
O *
JOHN A SIBBALD BL (Non-executive)
Sibbald has been a Director since 1988.
After qualifying as a Chartered
stockbroking, specialising in mining and
international investment.
JOHN WONG ACA, CFA
(Non-executive)
John Wong was appointed a Director
on 15 October 2020. After training as
a Chartered accountant he has
worked in the fund management
industry for almost 20 years and has
extensive experience in investment
management, in particular within the
mining sector.
JOHN A HELLER
(Appointed 29 March 2023)
(Non-executive)
John Heller was appointed a Director
on 29 March 2023. John Heller is the
Chairman and Chief Executive of
London & Associated Properties PLC
which holds a 41.6% stake in Bisichi.
John Heller has extensive knowledge
and experience in property investment
and management.
SECRETARY AND
REGISTERED OFFICE
BLACK WATTLE COLLIERY
AND SISONKE COAL
PROCESSING DIRECTORS
Andrew Heller
(Managing Director)
Ethan Dube
Robert Grobler
Garrett Casey
Millicent Zvarayi
COMPANY REGISTRATION
Company registration No.
112155 (Incorporated in
WEBSITE
www.bisichi.co.uk
admin@bisichi.co.uk
AUDITOR
PRINCIPAL BANKERS
United Kingdom
Julian Hodge Bank Limited
Santander UK PLC
Investec PLC
South Africa
ABSA Bank (SA)
First National Bank (SA)
CORPORATE SOLICITORS
United Kingdom
Ashfords LLP, London
Fladgate LLP, London
Olswang LLP, London
Wake Smith Solicitors
South Africa
Beech Veltman Inc,
Johannesburg
Brandmullers Attorneys,
Middelburg
Cliffe Decker Hofmeyer,
Johannesburg
Herbert Smith Freehills,
Johannesburg
Natalie Napier Inc,
Johannesburg
Tugendhaft Wapnick
Johannesburg
STOCKBROKERS
Shore Capital Stockbrokers
Limited
REGISTRARS AND
10th Floor, Central Square
29 Wellington Street
Leeds
LS1 4DL
UK telephone:
0371 664 0300
International telephone:
+44 (0) 371 664 0300
Calls are charged at the
standard geographic rate
and will vary by provider.
Calls outside the United
Kingdom will be charged at
the applicable international
rate. The helpline is open
between 8.00 a.m. – 5.30
p.m., Monday to Friday
excluding public holidays in
England and Wales.
Website:
Email:
shareholderenquiries@
linkgroup.co.uk
Company registration number:
341829 (England and Wales)
MANAGEMENT TEAM OTHER DIRECTORS AND ADVISORS
* Member of the nomination committee
+ Senior independent director
O Member of the audit, nomination
32 Bisichi PLC
2022
£’000
2021
£’000
2020
£’000
2019
£’000
2018
£’000
Consolidated income statement items
95,111 50,520 29,805 48,106 49,945
38,976 3,403 (4,493) 3,658 6,526
38,014 2,501 (5,196) 3,027 5,959
37,127 1,559 (3,881) 4,493 6,397
887 942 (1,315) (1,466) (438)
EBITDA 39,980 5,849 (2,387) 5,868 8,587
adjustments and exchange movements (adjusted
EBITDA)
39,363 5,028 (1,111) 7,457 9,088
Consolidated balance sheet items
Investment properties 10,465 10,525 10,270 11,565 13,045
Other non-current investments 13,631 4,761 3,001 1,629 1,357
24,096 15,286 13,271 13,194 14,402
Current Investments held at fair value 886 685 833 1,119 887
24,982 15,971 14,104 14,313 15,289
Other assets less liabilities less non-controlling
interests
8,820 1,541 1,969 5,619 4,280
Total equity attributable to equity shareholders 33,802 17,512 16,073 19,932 19,569
Net assets per ordinary share (attributable) 316.6p 164.0p 150,5p 186.7p 183.3p
Dividend per share 22.00p 6.00p 0p 1.00p 6.00p
06 June 2023
Late August 2023
Late April 2024
3333Bisichi PLC
Review of business, future
developments and post
balance sheet events
Income for the year was derived from
sales of coal from its South African
property investment portfolio for which it
receives rental income and joint venture
investments in two UK residential
property developments.
The results for the year and state of
31 December 2022 are shown on pages
pages 2 to 30. Future developments and
prospects are also covered in the
any post balance sheet events can be
statements. Over 98 per cent of staff are
employed in the South African coal
mining industry – employment matters
and health and safety are dealt with in the
The management report referred to in the
Director’s responsibilities statement
Corporate responsibility
The environmental considerations of the
operations are covered in the Strategic
property investment whereby premises
are provided for rent to retail businesses
and a joint venture investment in a UK
residential property development in West
Ealing.
tenants with good quality premises from
environmentally friendly manner.
Wherever possible, improvements, repairs
and replacements are made in an
waste re-cycling arrangements are in
place at all the company’s locations.
Climate Change Reporting and
details on its greenhouse gas emissions
for the year ended 31 December 2022
can be found on page 11 of the Strategic
motivate employees by offering
competitive terms of employment. The
employees and prospective employees
including those who are disabled. The
the employment, training, health and
safety and community support and social
employees in South Africa.
Dividend policy
As outlined in the Strategic report on
page 3 the directors are proposing the
4p) and a special dividend of 8p (2021:
2p) per share for 2022. An interim
dividend for 2022 of 10p (Interim 2021:
0p) has been paid on 3 February 2023.
The total dividend per ordinary share for
2022 will therefore be 22p (2021: 6p) per
ordinary share.
Investment properties and
other properties
The investment property portfolio is
stated at its open market value of
£10,465,000 at 31 December 2022
(2021: £10,525,000) as valued by
professional external valuers. The open
market value of the company’s share of
investment properties and development
property inventory held at cost included
within its investments in joint ventures is
£4,812,000 (2021: £4,787,000).
Financial instruments
instruments. The Board reviews and
agrees overall treasury policies,
delegating appropriate authority to the
managing director. Treasury operations
are reported at each Board meeting and
are subject to weekly internal reporting.
Directors
The directors of the company for the year
were Sir Michael Heller (ceased to be a
African citizen), J A Sibbald and J Wong.
Directors’ report
34 Bisichi PLC
Mr J Heller was appointed as a non-
executive director by the Board on 29
March 2023 and offers himself for
re-election. Mr J Heller is the Chairman
and Managing Director of London &
Associated Properties PLC which holds a
41.6% stake in Bisichi with extensive &
valuable experience in property
investment and management. The board
recommends the re-election of Mr J
Heller.
Casey who offers himself for re-election.
director of the company since 2010. He is
chartered accountant and has a contract
of employment determinable at three
months’ notice. The board recommends
No director had any material interest in
any contract or arrangement with the
company during the year other than as
shown in this report.
Directors’ shareholdings
The interests of the directors in the
shares of the company, including family
and trustee holdings where appropriate,
are shown on page 42 of the Annual
Substantial interests
The following have advised that they have
an interest in 3 per cent. or more of the
issued share capital of the company as at
31 December 2022:
London & Associated Properties PLC –
4,432,618 shares representing 41.52 per
cent. of the issued capital. (Sir Michael
Heller (Estate) is a shareholder of London
& Associated Properties PLC).
Sir Michael Heller
(Estate) –
330,117 shares
representing 3.09 per
cent. of the issued
capital.
A R Heller – 785,012 shares
representing 7.35 per
cent. of the issued
capital.
Stonehage
Fleming
Investment
Management Ltd –
1,916,154 shares
representing 17.95
per cent. of the issued
share capital.
Disclosure of information to
auditor
that there is no relevant audit information
of which the auditor is unaware. Each of
have taken all reasonable steps they
ought to have taken as directors to make
themselves aware of any relevant audit
information and to establish that it has
Indemnities and insurance
The Articles of Association and
Constitution of the company provide for
them to indemnify, to the extent permitted
the Auditor) of the companies, including
companies against liabilities arising from
indemnities are qualifying third-party
indemnity provisions for the purposes of
the UK Companies Act 2006 and each of
these qualifying third-party indemnities
was in force during the course of the
and as at the date of this Directors’
report. No amount has been paid under
any of these indemnities during the year.
broad terms, the insurance cover
liability and legal defence costs for claims
arising out of actions taken in connection
Corporate Governance
The Board acknowledges the importance
of good corporate governance. The
paragraphs below set out how the
company has applied this guidance
during the year.
Principles of corporate
governance
of good corporate governance not only in
the areas of accountability and risk
management, but also as a positive
contribution to business prosperity. The
Board endeavours to apply corporate
governance principles in a sensible and
pragmatic fashion having regard to the
The key objective is to enhance and
protect shareholder value.
Board structure
The Board currently comprises the joint
executive chairman and managing
director, two other executive directors
and four non-executive directors. Their
responsible to shareholders for the
Directors’ responsibilities statement in
respect of the accounts is set out on
page 57. The non-executive directors
have a particular responsibility to ensure
that the strategies proposed by the
executive directors are fully considered.
Directors’ report
3535Bisichi PLC
To enable the Board to discharge its
duties, all directors have full and timely
access to all relevant information and
furtherance of their duties, to take
independent professional advice, if
The Board has a formal schedule of
matters reserved to it and meets bi-
monthly.
The Board is responsible for overall
expenditure projects and consideration of
The following Board committees, which
have written terms of reference, deal with
•• The nomination committee comprises
of two non-executive directors C A Joll
(Chairman) and JA Sibbald as well as
the executive chairman. The committee
is responsible for proposing candidates
for appointment to the Board, having
regard to the balance and structure of
the Board. In appropriate cases
recruitment consultants are used to
assist the process. Each director is
subject to re-election at least every
three years.
•• The remuneration committee is
responsible for making
recommendations to the Board on the
company’s framework of executive
remuneration and its cost. The
committee determines the contractual
for each of the executive directors,
including performance related bonus
schemes, pension rights and
compensation payments. The Board
itself determines the remuneration of
the non-executive directors. The
committee comprises of two non-
executive directors C A Joll (Chairman)
and JA Sibbald. The company’s
executive chairman is normally invited
to attend meetings. The report on
directors’ remuneration is set out on
pages 39 to 53.
•• The audit committee comprises of two
non-executive directors C A Joll
(Chairman) and JA Sibbald. Its prime
tasks are to review the scope of
external audit, to receive regular
reports from the company’s auditor and
to review the half-yearly and annual
accounts before they are presented to
the Board, focusing in particular on
accounting policies and areas of
management judgment and estimation.
The committee is responsible for
monitoring the controls which are in
force to ensure the integrity of the
information reported to the
shareholders. The committee acts as a
forum for discussion of internal control
issues and contributes to the Board’s
review of the effectiveness of the
management systems and processes.
The committee also considers annually
the need for an internal audit function.
It advises the Board on the
appointment of external auditors and
on their remuneration for both audit
and non-audit work, and discusses the
nature and scope of the audit with the
external auditors. The committee,
which meets formally at least twice a
year, provides a forum for reporting by
Meetings are also attended, by invitation,
The audit committee also undertakes a
formal assessment of the auditors’
independence each year which includes:
•• a review of non-audit services provided
•• discussion with the auditors of a written
report detailing consideration of any
matters that could affect independence
or the perception of independence;
•• a review of the auditors’ own
procedures for ensuring the
partners and staff involved in the audit,
including the regular rotation of the
audit partner; and
••
auditors that, in their professional
judgement, they are independent.
The audit committee report is set out on
An analysis of the fees payable to the
and non-audit services during the year is
statements.
Performance evaluation –
directors
The performance of the board as a whole
and of its committees and the non-
executive directors is assessed by the
discussed with the senior independent
director. Their recommendations are
discussed at the nomination committee
prior to proposals for re-election being
recommended to the Board. The
performance of executive directors is
discussed and assessed by the
remuneration committee. The senior
independent director meets regularly with
the chairman and both the executive and
non-executive directors individually
outside of formal meetings. The directors
will take outside advice in reviewing
performance but have not found this
necessary to date.
Directors’ report
36 Bisichi PLC
Independent directors
The senior independent non-executive
director is Christopher Joll. The other two
independent non-executive directors are
Christopher Joll has been a non-
executive director for over twenty years,
John Sibbald has been a non-executive
director for over thirty years and John
Wong was appointed to the Board on 15
October 2020. The Board encourages
the non-executive directors to act
independently. The board considers that
their length of service does not, and has
not, resulted in their inability or failure to
act independently. In the opinion of the
non-executive directors.
The independent directors regularly meet
Board and board committee meetings
The number of meetings during 2022 and attendance at regular Board meetings and
Board committees was as follows:
Meetings
held
Meetings
Attended
Sir Michael Heller Board
Nomination committee
Audit committee
5
1
2
4
1
2
Board
Audit committee
5
2
5
2
Board
Audit committee
5
2
5
2
Board 5 1
C A Joll Board
Audit committee
Nomination committee
5
2
1
2
5
2
1
2
J A Sibbald Board
Audit committee
Nomination committee
5
2
1
2
2
0
1
1
J Wong Board 5 5
Internal control
The directors are responsible for the
review of its effectiveness annually. The
of internal control in order to provide the
directors with reasonable assurance that
its assets are safeguarded, that
transactions are authorised and properly
recorded and that material errors and
irregularities are either prevented or
would be detected within a timely period.
However, no system of internal control
can eliminate the risk of failure to achieve
business objectives or provide absolute
assurance against material misstatement
or loss.
The key elements of the control system in
operation are:
•• the Board meets regularly with a formal
schedule of matters reserved to it for
decision and has put in place an
organisational structure with clearly
appropriate delegation of authority;
•• there are established procedures for
planning, approval and monitoring of
capital expenditure and information
budgets and forecasts;
••
are closely monitored by members of
the Board and senior managers to
enable them to assess risk and address
the adequacy of measures in place for
its monitoring and control. The South
African operations are closely
supervised by the UK based executives
through daily, weekly and monthly
reports from the directors and senior
supplemented by regular visits by the
African operations which include
checking the integrity of information
supplied to the UK. The directors are
guided by the internal control guidance
for directors issued by the Institute of
Chartered Accountants in England and
Wales.
During the period, the audit committee
has reviewed the effectiveness of internal
control as described above. The Board
receives periodic reports from its
committees.
Directors’ report
3737Bisichi PLC
during the year ended 31 December 2022
(and up to the date of approval of the
report) concerning material internal
the Board has reviewed the effectiveness
of the system of internal control as
described during the period.
Communication with
shareholders
Communication with shareholders is a
matter of priority. Extensive information
available to shareholders. Further
information is available on the company’s
website, www.bisichi.co.uk. There is a
regular dialogue with institutional
investors. Enquiries from individuals on
matters relating to their shareholdings
with informatively and promptly.
Takeover directive
The company has one class of share
capital, ordinary shares. Each ordinary
share carries one vote. All the ordinary
shares rank pari passu. There are no
securities issued in the company which
carry special rights with regard to control
of the company. The identity of all
substantial direct or indirect holders of
securities in the company and the size
and nature of their holdings is shown
of this report above.
A relationship agreement dated 15
the company and London & Associated
arrangements between them whilst LAP is
a controlling shareholder of the company.
provision under which LAP has agreed to
exercise the voting rights attached to the
LAP to ensure the independence of the
Other than the restrictions contained in
restrictions on voting rights or on the
transfer of ordinary shares in the
company. The rules governing the
appointment and replacement of
directors, alteration of the articles of
association of the company and the
powers of the company’s directors accord
with usual English company law
provisions. Each director is re-elected at
least every three years. The company is
that take effect, alter or terminate upon a
change of control of the company
following a takeover bid. The company is
not aware of any agreements between
holders of its ordinary shares that may
result in restrictions on the transfer of its
ordinary shares or on voting rights.
There are no agreements between the
company and its directors or employees
providing for compensation for loss of
because of a takeover bid.
The Bribery Act 2010
The Bribery Act 2010 came into force on
1 July 2011, and the Board took the
opportunity to implement a new Anti-
Bribery Policy. The company is committed
to acting ethically, fairly and with integrity
in all its endeavours and compliance of
the code is closely monitored.
Annual General Meeting
The annual general meeting of the company
The annual general meeting of the company
James, London SW1Y 4QU on Tuesday, 6
will be proposed as ordinary resolutions.
More than 50 per cent. of shareholders’
votes cast must be in favour for those
resolutions to be passed.
The directors consider that all of the
resolutions to be put to the meeting are in
the best interests of the company and its
shareholders as a whole. The Board
recommends that shareholders vote in
favour of all resolutions.
Please note that the following paragraph is
a summary of resolution 10 to be proposed
full text of the resolution. You should
therefore read this section in conjunction
with the full text of the resolutions contained
Directors’ authority to allot
shares (Resolution 10)
In certain circumstances it is important
for the company to be able to allot shares
up to a maximum amount without
needing to seek shareholder approval
every time an allotment is required.
Paragraph 10.1.1 of resolution 10 would
give the directors the authority to allot
shares in the company and grant rights to
subscribe for, or convert any security
into, shares in the company up to an
aggregate nominal value of £355,894.
third) of the ordinary share capital of the
company in issue (excluding treasury
shares) at 26 April 2023 (being the last
practicable date prior to the publication of
of resolution 10 would give the directors
the authority to allot shares in the
company and grant rights to subscribe
for, or convert any security into, shares in
the company up to a further aggregate
nominal value of £355,894, in connection
with a pre-emptive rights issue. This
(one third) of the ordinary share capital of
the company in issue (excluding treasury
shares) at 26 April 2023 (being the last
practicable date prior to the publication of
Therefore, the maximum nominal value of
shares or rights to subscribe for, or
convert any security into, shares which
may be allotted or granted under
complies with guidance issued by the
Investment Association (IA).
Directors’ report
38 Bisichi PLC
The authority granted by resolution 10 will
expire on 31 August 2024 or, if earlier,
the conclusion of the next annual general
meeting of the company. The directors
have no present intention to make use of
this authority. However, if they do exercise
the authority, the directors intend to
follow emerging best practice as regards
its use as recommended by the IA.
Donations
No political donations were made during
the year (2021: £nil).
Going concern
with the factors likely to affect its future
development are set out in the
Chairman’s Statement on the preceding
policy, interest rate risk, liquidity risk,
foreign exchange risks and credit risk.
facility with Absa Bank Limited for
Processing (Pty) Limited, a 100%
subsidiary of Black Wattle Colliery (Pty)
Limited. This facility comprises of a
working capital requirements of the
facility is renewable annually and is
secured against inventory, debtors and
African operations. The Directors do not
foresee any reason why the facility will
not continue to be renewed at the next
renewal date, in line with prior periods
and based on their banking relationships.
The directors expect that coal market
The directors therefore have a reasonable
expectation that the mine will achieve
positive levels of cash generation for the
placed to manage its South African
business risks successfully.
In the UK, forecasts demonstrate that the
its liabilities as they fall due for at least
the next 12 months, from the approval of
outlined below.
£3.9m with Julian Hodge Bank Limited at
an initial LTV of 40%. The loan is secured
against the company’s UK retail property
portfolio. The amount repayable on the
loan at year end was £3.9million. The
repayable at the end of the term in
December 2024. The overall interest cost
of the loan is 4.00% above the Bank of
England base rate. All covenants on the
loan were met during the year and the
directors have a reasonable expectation
resources at short notice, including cash
and listed equity investments, to ensure
the existing facility’s covenants are met
on an ongoing basis.
venture, holds a Santander bank loan of
£1.143million secured against its
investment property, see note 14. The bank
£2.03 million. The interest cost of the loan
is 2.75 per cent above the bank’s base
underway. The loan originally expired in
September 2020, but has been extended
to October 2023. Santander have
indicated that they are willing to provide a
new term loan and we expect to complete
this in the near future.
In 2022 a disconnect in global energy
markets resulted in higher global energy
prices. Although the volatility in global
energy markets in 2023 is uncertain, the
Directors at present do not foresee events
ability to remain in operation for the
foreseeable future.
As a result of the banking facilities held as
well as the acceptable levels of cash
next 12 months, the Directors believe that
continue in operational existence for the
well placed to manage its business risks.
Thus they continue to adopt the going
concern basis of accounting in preparing
meet its liabilities as they fall due for at
least the next 12 months and the
to manage its business risks and have
adequate cash resources to continue in
operational existence for the foreseeable
future. As a result of the banking facilities
held as well as the acceptable levels of
over the next 12 months, the Directors
resources to continue in operational
existence for the foreseeable future and
its business risks. Thus they continue to
adopt the going concern basis of
accounting in preparing the annual
By order of the board
G.J Casey
Secretary
12 Little Portland Street
London W1W8BJ
26 April 2023
Directors’ report
3939Bisichi PLC
awarded to Directors and non-executive
Directors during the year. The
shareholders will be asked to approve the
ordinary resolution (as in previous years)
year, in light of the performance of the
bonuses and share options to certain
addition, on 1st September 2022 the
Company bought out 680,000 options
over ordinary shares outstanding which
were exercisable. As an alternative to the
exercise of the options, the Company
cancelled the share options for a
consideration avoiding the need for the
Company to allot shares, for shares to be
sold in the market to meet the tax
liabilities arising from the exercise and
therefore the potential impact to the
Company’s share price and on
shareholders.
The current remuneration policy, which
details the remuneration policy for
directors, can be found at www.bisichi.
co.uk. The current remuneration policy
was subject to a binding vote which was
July 2020. A further resolution amending
the policy was approved by shareholders
at a general meeting of the Company
held on 16 June 2022. The resolution
authorises the directors of the Company
to enter into agreements to cancel and
surrender options over Ordinary Shares.
The approvals will continue to apply for a
2023. The remuneration committee
considered the overall performance of the
group as well as of each director in the
year ended 31 December 2022 and
remuneration including bonuses were
awarded in line with the performance
conditions of the remuneration policy.
The second part, is the new remuneration
policy report which can be found on page
48. The new remuneration policy is
largely in line with the previous policy and
is subject to a binding vote which will be
6 June 2023. Once approved, the
approval of the new policy will apply for a
3 year period effective from the
Both of the above reports have been
prepared in accordance with The Large &
LLP are required by law to audit certain
disclosures and where disclosures have
been audited they are indicated as such.
Christopher Joll
Chairman – remuneration committee
12 Little Portland Street
London W1W8BJ
26 April 2023
Statement of the Chairman
in accordance with the remuneration regulations.
40 Bisichi PLC
The following information has been audited:
Salaries
and Fees
£’000
£’000
Bonuses
£’000
Long Term
Incentive
Awards
£’000
Pension
£’000
Notional
Value of
Vesting
Share
Options
Total
2022
£’000
Total
Fixed
Remuner-
ation
£’000
Total
Variable
Remuner-
ation
£’000
Executive Directors
Sir Michael Heller 200 - 580 - - - 780 200 580
495 42 1,100 - - 273 1,910 537 1,373
194 17 575 - 19 273 1,078 230 848
218 17 356 - 19 - 610 254 356
Non–Executive Directors
C A Joll* 52 - - - - - 52 52 -
J A Sibbald* 3 3 - - - - 6 6 -
J Wong 55 - - - - - 55 55 -
Total 1,217 79 2,611 - 38 546 4,491 1,334 3,157
*Members of the remuneration committee for the year ended 31 December 2022
The notional value of vesting share options are based on the value of the share options at grant. The awards are not subject to
performance in line with the scheme terms.
Salaries
and Fees
£’000
£’000
Bonuses
£’000
Long Term
Incentive
Awards
£’000
Pension
£’000
Total
2021
£’000
Total
Fixed
Remuner-
ation
£’000
Total
Variable
Remuner-
ation
£’000
Executive Directors
Sir Michael Heller 83 - - - - 83 83 -
495 34 400 - - 929 529 400
185 17 200 - 19 421 221 200
205 11 176 - 17 409 233 176
Non–Executive Directors
C A Joll* 40 - - - - 40 40 -
J A Sibbald* 3 3 - - - 6 6 -
J Wong 50 - - - - 50 50 -
Total 1,061 65 776 - 36 1,938 1,162 776
*Members of the remuneration committee for the year ended 31 December 2021
Annual remuneration report
4141Bisichi PLC
Annual remuneration report
Summary of directors’ terms
Date of
contract
Unexpired
term
Notice
period
Executive directors
January 1994 Continuous 3 months
June 2010 Continuous 3 months
April 2008 Continuous 3 months
Non-executive directors
C A Joll February 2001 Continuous 3 months
J A Sibbald October 1988 Continuous 3 months
J Wong October 2020 Continuous 3 months
J Heller March 2023 Continuous 3 months
Pension schemes and incentives
Scheme interests awarded during the year
• Andrew Heller: 380,000 options granted on 1 September 2022 at an exercise price of £3.52 per share
The exercise price of 352 pence per share was based on the midmarket closing price of the Company’s shares on 31 August
2022, the date prior to the grant. The above Options are subject to the terms and conditions set out in the rules of the Scheme,
and subject to the memorandum and articles of association of the Company. Further details of the Scheme are outlined below
under Share option schemes. The above options were valued at £547,200 at date of grant using the Black-Scholes-Merton model.
These Options are exercisable at any time during the next 10 years from the dates of grant stated above. No consideration has
been paid for the granting of these Options.
Share option schemes
approval. The 2012 scheme was approved by the remuneration committee of the company on 28 September 2012.
Number of share options
Option
price*
1 January
2022
Options
(Surrendered)
in
2022
31
December
2022
Exercisable
from
Exercisable
to
The 2012 Scheme
87.01p 150,000 (150,000) -
73.50p 150,000 (150,000) -
87.01p 150,000 (150,000) -
73.50p 230,000 (230,000) -
352.00p - 380,000 380,000
352.00p - 380,000 380,000
*Middle market price at date of grant
No consideration is payable for the grant of options under the 2012 Unapproved Share Option Scheme. There are no performance
or service conditions attached to the 2012 Unapproved Share Option scheme. No part of the award was attributable to share price
appreciation and no discretion has been exercised as a result of share price appreciation or depreciation. During the year, there
were no changes to the exercise price or exercise period for the options. On 1st September 2022, the Company entered into an
Company paid each director a cash payment in consideration for cancelling the options. The cash payment was calculated by
reference to the closing midmarket share price on 31 August 2022 less the relevant exercise price. The aggregate consideration
paid by the Company to effect the cancellations was £1,853,270.
42 Bisichi PLC
Annual remuneration report
Payments to past directors
No payments were made to past directors in the year ended 31 December 2022 (2021: £nil).
Statement of Directors’ shareholding and share interest
Directors’ interests
The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, were as follows:
31.12.2022 1.1.2022 31.12.2022 1.1.2022
Sir Michael Heller 148,783 148,783 181,334 181,334
785,012 785,012 - -
- - - -
40,000 40,000 - -
C A Joll - - - -
J A Sibbald - - - -
J Wong - - - -
There are no requirements or guidelines for any director to own shares in the Company.
unaudited.
The following graph illustrates the
company’s performance compared
with a broad equity market index over
a ten year period. Performance is
measured by total shareholder return.
The directors have chosen the FTSE
All Share Mining index as a suitable
index for this comparison as it gives
an indication of performance against
a spread of quoted companies in the
same sector.
The middle market price of Bisichi
PLC ordinary shares at 31 December
2022 was 305p (2021: 60p). During
the year the share price ranged
between 81p and 375p.
400
350
300
250
200
150
100
20
0
2013 2014 2015 2016 2017 2019 2020 2021 2022
–
Bisichi Mining
–
FTSE All Share
Share Price (rebased)
4343Bisichi PLC
Annual remuneration report
Year
Managing
Director
Managing Director
remuneration
£’000
Annual bonus payout
against maximum
opportunity*
%
Long-term incentive
vesting rates against
maximum opportunity*
%
2022 1,637 74%
2021 929 27%
2020 551 0%
2019 1,035 34%
2018 1,073 34%
2017 898 25%
2016 850 22%
2015 912 22%
2014 862 22%
2013 614
Bisichi PLC does not have a Chief Executive so the table includes the equivalent information for the Managing Director.
* There were no formal criteria or conditions to apply in determining the amount of bonus payable or the number of shares to be issued prior to 2014.
Percentage change in remuneration and Company performance
Director
Base
Salary
2022
2022
Bonuses
2022
Base
Salary
2021
2021
Bonuses
2021
Base
Salary
2020
2020
Bonuses
2020
Executive:
Sir Michael Heller
1
141% 0% 0% 0% 0% 0% 0% (100%)
2
0% 24% 175% 0% (39%) 0% 40% (100%)
2
5% 0% 188% 20% (10% 3% 18% (100%)
2
6% 55% 102% 6% 3% (7%) (17%) (100%)
Non-Executive:
C A Joll 30% 0% 0% 0% 0% 0% 5% 0% 0%
J A Sibbald 0% 0% 0% 0% 0% 0% 0% 0% 0%
J Wong
3
10% 0% 0% 0% 0% 0%
J Heller
4
Employee remuneration on a full-time equivalent basis:
Employees of the
Company
5
47% 0% 478% 8% (26%) 1% 33% (100%)
1 Bonus changes for 2022 for Sir Michael Heller are disclosed as not applicable as no bonus was awarded to the director in 2021.
to the various directors and employees in 2020.
3 Mr J Wong was appointed as a non-executive Director on 15 October 2020 so the annual change is not applicable for 2020 and was apportioned for 2021.
4 Mr J Heller was appointed as a non-executive Director on 29 March 2023 so the annual change is not applicable.
5 The comparator group chosen is all UK based employees as the remuneration committee believe this provides the most accurate comparison of underlying
Remuneration of the Managing Director over the last ten years
44 Bisichi PLC
Annual remuneration report
Relative importance of spend on pay
below:
2022
£’000
2021
£’000
Employee remuneration 11,991 7,491
Distribution to shareholders (see note below) 2,348 641
Statement of implementation of remuneration policy
apply for 3 years unless changes are deemed necessary by the remuneration committee. The company may not make a
payment is consistent with the approved remuneration policy, or has otherwise been approved by a resolution of members. During
the year a resolution amending the policy was approved by shareholders at a general meeting of the Company held on 16 June
2022. The resolution authorises the directors of the Company to enter into agreements to cancel and surrender options over
Ordinary Shares. During the year, there were no deviations from the procedure for the implementation of the remuneration policy
as set out in the policy.
Consideration by the directors of matters relating to directors’ remuneration
The remuneration committee considered the executive directors remuneration and the board considered the non-executive
directors remuneration in the year ended 31 December 2022. The Company did not engage any consultants to provide advice or
services to materially assist the remuneration committee’s considerations.
Shareholder voting
other than the part containing the remuneration policy. In addition, on 9 July 2020 there was a binding vote on the resolution to
approve the current remuneration policy. In addition, a further resolution amending the policy was approved by shareholders at a
general meeting of the Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into
agreements to cancel and surrender options over Ordinary Shares. The results of the votes above are detailed below:
% of votes
for
% of votes
against
No of votes
withheld
73.85% 26.15% 7,1 74
69.87% 30.13% -
cancel and surrender options over Ordinary Shares. (16 June 2022)
100% 0% -
The remuneration committee and directors have considered the percentage of votes against the resolutions to approve the
awarded and the general remuneration policy itself. The remuneration committee consider the remuneration policy and
performance conditions within remain appropriate and therefore no further action has been taken.
4545Bisichi PLC
Annual remuneration report
Service contracts
All executive directors have full-time contracts of employment with the company. Non-executive directors have contracts of service.
No director has a contract of employment or contract of service with the company, its joint venture or associated companies with a
company.
All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept at the
Remuneration policy table
found at www.bisichi.co.uk.
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
EXECUTIVE DIRECTORS
Base salary
To recognise:
Skills
Accountability
Experience
Value
Considered by
remuneration committee
on appointment.
Set at a level considered
appropriate to attract,
retain motivate and
reward the right
individuals.
Paid monthly in
cash
No individual director will be awarded a base salary
in excess of £700,000 per annum.
base salaries.
Pension
To provide
competitive
retirement
Company contribution
offered at up to 10%
of base salary as part
of overall remuneration
package.
The contribution
payable by the
company is included
in the
director’s contract
of employment.
Paid into money
purchase schemes
Company contribution offered at up to 10% of base
salary as part of overall remuneration package.
pension contributions.
To provide a
competitive
package
include but are not limited
to:
Car or car allowance
Death in service cover
Permanent health
insurance
The committee
retains absolute
discretion to
approve changes in
in exceptional
circumstances
or where factors
outside the control
increased costs (e.g.
closely controlled and reviewed on an annual basis.
of 30% of his base salary.
ended 31 December 2022 is shown in the table on
page 40.
46 Bisichi PLC
Annual remuneration report
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
Annual
Bonus
To reward and
incentivise
In assessing the
performance of
the executive
team, and in
particular to
determine
whether bonuses
are merited the
remuneration
committee takes
into account
the overall
performance of
the business.
Bonuses are
generally offered
in cash
The remuneration
committee
determines the
level of bonus on
an annual basis
applying such
performance
conditions and
performance
measures as
appropriate
The current maximum bonus opportunity will not exceed
200% of base salary in any one year, but the remuneration
committee reserves the power to award up to 300% in an
exceptional year.
There is no formal framework by which the company
assesses performance and performance conditions and
measures will be assessed on an annual basis by the
remuneration committee. In determining the level of the
bonus, the remuneration committee will take into account
internal and external factors and circumstances that occur
during the year under review. The performance measures
or individual and in such proportion as the remuneration
committee considers appropriate to the prevailing
circumstances. The company does not consider, given the
company’s size, nature and stage of operations that a formal
framework is required.
Share
Options
To provide
executive
directors with
a long-term
interest in the
company
existing schemes
(see page 41)
Offered at
appropriate times
by the remuneration
committee
performance conditions.
Share options will be offered by the remuneration committee
as appropriate taking into account the factors considered
above in the decision making process in determining
remuneration policy.
The aggregate number of shares over which options may
be granted under all of the company’s option schemes
(including any options and awards granted under the
company’s employee share plans) in any period of ten
years, will not exceed, at the time of grant, 10% of the
ordinary share capital of the company from time to time.
In determining the limits no account shall be taken of any
shares where the right to acquire the shares has been
released, lapsed or has otherwise become incapable of
exercise.
The company currently has one Share Option Scheme (see
page 41).
For the 2012 scheme the remuneration committee has the
ability to impose performance criteria in respect of any new
share options granted, however there is no requirement to
do so. There are no performance conditions attached to the
options already issued under the 2012 scheme, the options
vest on issue and there are no minimum hold periods for the
resulting shares issued on exercise of the option.
4747Bisichi PLC
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
Base salary To recognise:
Skills
Experience
Value
Considered by the
board on appointment.
Set at a level
considered
appropriate to attract,
retain and motivate
the individual.
Experience and time
required for the role
are considered on
appointment.
No individual director will be awarded a base salary
in excess of £60,000 per annum.
base salaries.
Pension No pension offered
except to one non-
executive director
who is eligible for
health cover (see
annual remuneration
The committee retains
the discretion to
approve changes in
in exceptional
circumstances or
where factors outside
lead to increased costs
closely controlled and reviewed on an annual basis.
of 30% of his base salary.
Share
Options
Non-executive directors
do not participate in the
share option schemes
Annual remuneration report
48 Bisichi PLC
consider the performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s
chosen align the interests of the directors and shareholders.
In addition to above, during the year a resolution amending the policy was approved by shareholders at a general meeting of the
Company held on 16 June 2022. The resolution authorises the directors of the Company to enter into agreements to cancel and
surrender options over Ordinary Shares.
Remuneration policy
The remuneration policy below is the group’s new remuneration policy on directors’ remuneration, which will be proposed for a
2023, and will apply to remuneration determined on or after that date. The previously determined remuneration (determined under
The remuneration of the Company’s executive directors is determined by the remuneration committee. In the decision making
process for the determination, review and implementation of the company’s remuneration policy, the remuneration committee has
taken the following into account:
• The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the
company
• The group’s general aim of seeking to reward all employees fairly according to the nature of their role and their performance
• The need to align the interests of shareholders as a whole with the long-term growth of the group
• The need to align the determination, review and implementation of the company’s remuneration policy with the long term
strategy and success of the business.
• The need to ensure a link between remuneration and the long term success of the group; and
The remuneration of non-executive directors is determined by the board, and takes into account additional remuneration for
services outside the scope of the ordinary duties of non-executive directors.
In determining the remuneration for each executive director, the remuneration committee has, and in the determination of the fees
has sought to mitigate these as far as is possible given the company’s size, nature and stage of operations.
4949Bisichi PLC
Future Policy Table
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
EXECUTIVE DIRECTORS
Base salary
To recognise:
Skills
Accountability
Experience
Value
Considered by
remuneration committee
on appointment.
Set at a level considered
appropriate to attract,
retain motivate and
reward the right
individuals.
Paid monthly in cash
No individual director will be awarded a base salary
in excess of £1,200,000 per annum.
to base salaries.
Pension
To provide
competitive
retirement
Company contribution
offered at up to 10%
of base salary as part
of overall remuneration
package.
The contribution payable
by the company is
included in the director’s
contract of employment.
Paid into money
purchase schemes
Company contribution offered at up to 10%
of base salary as part of overall remuneration
package.
to pension contributions.
To provide a
competitive
package
can include but are not
limited to:
Car or car allowance
Death in service cover
Permanent health
insurance
The committee retains
absolute discretion to
approve changes in
in exceptional
circumstances or where
factors outside the
lead to increased costs
closely controlled and reviewed on an annual basis.
excess of 30% of his base salary.
ended 31 December 2022 is shown in the table on
page 40.
Annual
Bonus
To reward and
incentivise
In assessing the
performance of the
executive team, and in
particular to determine
whether bonuses are
merited the
remuneration
committee takes into
account the overall
performance of the
business.
Bonuses are generally
offered in cash
The remuneration
committee determines
the level of bonus on an
annual basis applying
such performance
conditions and
performance measures
appropriate
The current maximum bonus opportunity will not
exceed 200% of base salary in any one year, but
the remuneration committee reserves the power to
award up to 300% in an exceptional year.
There is no formal framework by which the
company assesses performance and performance
conditions and measures will be assessed on
an annual basis by the remuneration committee.
In determining the level of the bonus, the
remuneration committee will take into account
internal and external factors and circumstances
that occur during the year under review. The
and in such proportion as the remuneration
committee considers appropriate to the prevailing
circumstances. The company does not consider,
given the company’s size, nature and stage of
operations that a formal framework is required.
50 Bisichi PLC
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
Share
Options
To provide
executive
directors with
a long-term
interest in the
company
schemes (see page 41)
and new schemes
Offered at appropriate
times by the
remuneration
committee
Entitlement to share options is not subject to any
Share options will be offered by the remuneration
committee as appropriate taking into account the
factors considered above in the decision making
process in determining remuneration policy.
The aggregate number of shares over which
options may be granted under all of the company’s
option schemes (including any options and awards
granted under the company’s employee share
plans) in any period of ten years, will not exceed,
at the time of grant, 10% of the ordinary share
capital of the company from time to time. In
determining the limits no account shall be taken of
any shares where the right to acquire the shares
has been released, surrendered, lapsed or has
otherwise become incapable of exercise.
The company currently has one
Share Option Scheme (see page 41).
For the 2012 scheme the remuneration committee
has the ability to impose performance criteria in
respect of any new share options granted, however
there is no requirement to do so. There are no
performance conditions attached to the options
already issued under the 2012 scheme, the options
vest on issue and there are no minimum hold
periods for the resulting shares issued on exercise
of the option.
The Board is authorised under this policy to enter
into agreements with holders of options over
ordinary shares in the capital of the Company to
cancel or surrender the Options in consideration
of the payment by the Company to the holder
of the Option of cash up to a maximum of the
difference between the exercise price of the
Option and the closing market price on the
business day immediately prior to the day on which
the Company enters into that agreement with the
relevant holder of the Options.
5151Bisichi PLC
ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS
Base salary To recognise:
Skills
Experience
Value
Considered by the
board on appointment.
Set at a level considered
appropriate to attract,
retain and motivate the
individual.
Experience and time
required for the role
are considered on
appointment.
No individual director will be awarded a base salary
in excess of £125,000 per annum.
to base salaries.
Pension No pension offered
except
to one non-executive
director who is eligible
for health
cover (see annual
remuneration report
The committee retains
the discretion to
approve changes in
in exceptional
circumstances or
where factors outside
lead to increased costs
is closely controlled and reviewed on an annual
basis.
excess of 30% of his base salary or £10,000
whichever is the higher.
Share
Options
Non-executive directors
do not participate in the
share option schemes
Notes to the future policy table
consider the performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s
chosen align the interests of the directors and shareholders. Details of remuneration of other company employees can be found in
targets that further the company’s interests. The maximum bonus opportunity for employees and directors alike is based on the
seniority and responsibility of the role undertaken.
52 Bisichi PLC
Assumptions
Minimum
On target
Based on the average percentage bonus awarded to the individual in the three years ending on 31 December 2022. As outlined in
the policy table above, the remuneration committee has discretion to award bonuses of up to 200% of base salary in any one year
Based on maximum remuneration receivable of 300% of base salary awarded as bonus in an exceptional year. Base salary,
December 2022 on page 40.
Approach to recruitment remuneration
All appointments to the board are made on merit. The components of a new director’s remuneration package (who is recruited
be granted share options as outlined above and the company’s approach to such appointments are detailed with in the future
policy table above. The company will pay such levels of remuneration to new directors that would enable the company to attract
appropriately skilled and experienced individuals that is not in the opinion of the remuneration committee excessive. The company
has no pre-determined policy for buyouts of previous awards, and each case will be determined on merit, having regard to all
relevant circumstances at the time.
Remuneration scenarios
An indication of the possible level of remuneration that would be received by each current Executive Director in the year
commencing 1 January 2023 in accordance with the directors’ remuneration policy is shown below.
appreciation.
A Heller: G.Casey: R Grobler:
0
500
1,000
1,500
2,000
2,500
£’000
£537
£1,037
£2,022
100%
52%
48%
27%
73%
0
100
200
300
400
500
600
700
800
900
£’000
£487
£811
100%
47%
53%
28%
72%
0
100
200
300
400
500
600
700
800
900
1000
£’000
£254
£431
£908
100%
59%
42%
28%
72%
Bonus
Minimum Minimum MinimumOn target On target On targetMaximum Maximum Maximum
£230
5353Bisichi PLC
Service contracts
All executive directors have full-time contracts of employment with the company. Non-executive directors have contracts of service.
No director has a contract of employment or contract of service with the company, its joint venture or associated companies with a
company. All directors’ contracts as amended from time to time, have run from the date of appointment. Service contracts are kept
There are no contractual provisions agreed prior to 27 June 2012 that could impact on a termination payment. Termination
payments will be calculated in accordance with the existing contract of employment or service contract. It is the policy of the
remuneration committee to issue employment contracts to executive directors with normal commercial terms and without extended
terms of notice which could give rise to extraordinary termination payments. The board retains the discretion to make additional
(ex-gratia) payments on termination should it be appropriate in all the circumstances.
Consideration of employment conditions elsewhere in the Group
In setting this policy for directors’ remuneration the remuneration committee has been mindful of the company’s objective to reward
all employees fairly according to their role, performance and market forces. In setting the policy for Directors’ remuneration the
remuneration committee has considered the pay and employment conditions of the other employees within the group. No formal
consultation has been undertaken with employees in drawing up the policy. The remuneration committee has not used formal
comparison measures.
Consideration of shareholder views
No shareholder views have been taken into account when formulating this policy. In accordance with the new regulations, an
54 Bisichi PLC
The Audit Committee’s prime tasks are to:
•• review the scope of external audit, to
receive regular reports from the auditor
and to review the half-yearly and annual
accounts before they are presented to
the board, focusing in particular on
accounting policies and areas of
management judgment and estimation;
•• monitor the controls which are in force
to ensure the integrity of the
information reported to the
shareholders;
•• assess key risks and to act as a forum
for discussion of risk issues and
contribute to the board’s review of the
management control and processes;
•• act as a forum for discussion of internal
control issues and contribute to the
board’s review of the effectiveness of
management systems and processes;
•• consider each year the need for an
internal audit function;
•• advise the board on the appointment of
external auditors and rotation of the
their remuneration for both audit and
non-audit work, and discuss the nature
and scope of their audit work;
•• participate in the selection of a new
external audit partner and agree the
appointment when required;
•• undertake a formal assessment of the
auditors’ independence each year
which includes:
~ a review of non-audit services provided
~ discussion with the auditors of a
written report detailing all
relationships with the company and
any other parties that could affect
independence or the perception of
independence;
~ a review of the auditors’ own
procedures for ensuring the
partners and staff involved in the
audit, including the regular rotation of
the audit partner; and
the auditors that, in their professional
judgement, they are independent.
Meetings
The committee meets prior to the annual
audit with the external auditors to discuss
the audit plan and again prior to the
publication of the annual results. These
meetings are attended by the external
audit partner, managing director, director
to bi-monthly board meetings the
members of the committee meet on an
informal basis to discuss any relevant
matters which may have arisen.
Additional formal meetings are held as
necessary.
During the past year the committee:
•• met with the external auditors, and
discussed their reports to the Audit
Committee;
•• approved the publication of annual and
•• considered and approved the annual
review of internal controls;
•• decided that due to the size and nature
of operation there was not a current
need for an internal audit function;
•• agreed the independence of the
auditors and approved their fees for
both audit related and non-audit
services as set out in note 5 to the
Audit committee report
follow published guidelines, which are available from the company secretary.
5555Bisichi PLC
Audit committee report
Financial reporting
As part of its role, the Audit Committee
or estimation. When assessing the
committee assessed quantitative
before tax. The Board also gave
consideration to:
••
principally asset based business;
•• the value of revenues generated by the
production and processing;
•• Adjusted EBITDA, given that it is a key
trading KPI, when determining
quantitative materiality; and
••
impact of macro-economic activity on
audit process were also considered when
assessing their materiality. Based on the
considerations set out above we have
considered quantitative errors individually
or in aggregate in excess of
approximately £700,000 to £800,000 to
be material.
External Auditors
resolution to reappoint them will be
proposed at the forthcoming Annual
the company is provided with extensive
administration and accounting services
by London & Associated Properties PLC
which has its own audit committee and
employs a separate team of external
South Africa Inc. acts as the external
auditor to the South African companies,
Christopher Joll
Chairman – audit committee
12 Little Portland Street
London W1W8BJ
26 April 2023
56 Bisichi PLC
In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December
Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2022 of the interests owned
by the company was £10,465,000 being made up as follows:
£’000
Freehold 8,270
Leasehold 2,195
10,465
Leeds
20 February 2023
Carter Towler
5757Bisichi PLC
Company law requires the directors to
directors are required to prepare the
with UK-adopted international accounting
standards in conformity with the
requirements of the Companies Act
2006. The directors have elected to
statements in accordance with United
Practice (United Kingdom Accounting
Standards and applicable law). Under
company law the directors must not
and fair view of the state of affairs of the
the directors are required to:
•• select suitable accounting policies and
then apply them consistently;
•• make judgements and accounting
estimates that are reasonable and
prudent;
••
statements whether they have been
prepared in accordance with UK-
adopted international accounting
standards in conformity with the
requirements of the Companies Act
2006 subject to any material
departures disclosed and explained in
•• state with regard to the parent
applicable UK accounting standards
have been followed, subject to any
material departures disclosed and
••
going concern basis unless it is
inappropriate to presume that the
business; and
•• prepare a director’s report, a strategic
report and director’s remuneration
report which comply with the
requirements of the Companies Act
2006.
The directors are responsible for keeping
adequate accounting records that are
company’s transactions and disclose with
reasonable accuracy at any time the
statements comply with the Companies
accounting standards. They are also
responsible for safeguarding the assets
of the company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for
ensuring that the annual report and
accounts, taken as a whole, are fair,
balanced, and understandable and
provides the information necessary for
performance, business model and
strategy.
Website publication
The directors are responsible for ensuring
statements are made available on a
website. Financial statements are
published on the company’s website in
accordance with legislation in the United
Kingdom governing the preparation and
which may vary from legislation in other
jurisdictions. The maintenance and
integrity of the company’s website is the
responsibility of the directors. The
directors’ responsibility also extends to
statements contained therein.
Directors’ responsibilities
pursuant to DTR4
knowledge:
••
been prepared in accordance with
UK-adopted international accounting
standards in conformity with the
requirements of the Companies Act
2006 and give a true and fair view of
•• the annual report includes a fair review
of the development and performance of
together with a description of the
principal risks and uncertainties that
they face.
Directors’ responsibilities statement
58 Bisichi PLC
Independent auditor report to the shareholders of
Bisichi Plc for the year ended 31 December 2021
Opinion
31 December 2022 which comprise the
consolidated income statement,
consolidated statement of other
comprehensive income, consolidated and
company balance sheets, consolidated and
company statements of changes in equity,
that has been applied in their preparation of
law and UK adopted international
reporting framework that has been applied
in the preparation of the parent company
United Kingdom Accounting Standards,
Accepted Accounting Practice).
• •
of the parent company’s affairs as at 31
• •
been properly prepared in accordance
with UK adopted international
accounting standards;
• •
statements have been properly
prepared in accordance with United
Accounting Practice; and
• •
prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are
further described in the Auditor’s
responsibilities for the audit of the
accordance with the ethical requirements
that are relevant to our audit of the
other ethical responsibilities in
accordance with these requirements. We
believe that the audit evidence we have
provide a basis for our opinion.
Conclusions relating to going
concern
have concluded that the Directors’ use of
the going concern basis of accounting in
statements is appropriate.
Our evaluation of the directors
companies ability to continue to adopt the
going concern basis of accounting
including the following:
• •
systems and controls around
managements’ going concern
assessment, including for the
preparation and review process for
forecasts and budgets.
• • Evidence obtained that management
have undertaken a formal going
concern assessment, including
forecasts, clear consideration of external
factors including the COVID pandemic
and the war in Ukraine and the potential
liquidity impact of these on cash
balances including available facilities.
• •
business at the year end date and
considered key trends in balance sheet
strength and business performance
over the last three years.
• •
the business, including mine production
and sale at Black Wattle Colliery have
not been disrupted in the period by any
external or internal factors.
• • Testing the mechanical integrity of
forecast model by checking the
accuracy and completeness of the
model, including challenging the
appropriateness of estimates and
assumptions with reference to empirical
data and external evidence.
• • Based on our above assessment we
performed our own sensitivity analysis
in respect of the key assumptions
underpinning the forecasts.
• • We performed stress-testing analysis
on the core cash generating units of
levels needed to maintain minimal
liquidity required to meet liabilities as
they fall due.
• • We considered post year end
performance of the business,
comparing this to budget as well as
considering the development of key
liquidity ratios in the business.
• • The group’s banking facility
documentation was reviewed to ensure
that any covenants in place have not
been breached.
• • We reviewed the adequacy and
completeness of the disclosure
in respect of going concern.
Independent auditor report to the shareholders of Bisichi Plc
5959Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Based on the work we have performed,
uncertainties relating to events or
conditions that, individually or collectively,
ability to continue as a going concern for
a period of at least twelve months from
authorised for issue.
Company’s reporting on how they have
Code, we have nothing material to add or
draw attention to in relation to the
statements about whether the directors
considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the
responsibilities of the directors with
respect to going concern are described in
the relevant sections of this report.
However, because not all future events or
conditions can be predicted, this
statement is not a guarantee as to the
continue as a going concern.
Corporate Governance
Statement
directors’ statement in relation to going
concern, longer-term viability and that
Parent Company’s compliance with the
provisions of the UK Corporate
review.
Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the Corporate
or our knowledge obtained during the
audit:
• • Directors’ statement with regards to the
appropriateness of adopting the going
concern basis of accounting and any
on page 38;
• • Directors’ explanation as to its
assessment of the company’s
prospects, the period this assessment
covers and why the period is
appropriate set out on page 38;
• •
out a robust assessment of the
emerging and principal risks set out on
pages 19 to 23;
• •
describes the review of effectiveness of
risk management and internal control
systems set out on page 36 and
• • The section describing the work of the
page 35.
An overview of the scope of
our audit
As part of designing our audit, we
determined materiality and assessed the
risks of material misstatement in the
looked at where the directors made
subjective judgements, for example in
estimates that involved making
assumptions and considering future
events that are inherently uncertain. As in
all of our audits we also addressed the
risk of management override of internal
controls, including evaluating whether
there was evidence of bias by the
directors that represented a risk of
material misstatement due to fraud.
60 Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
We reported all audit differences found in
excess of our triviality threshold to the
directors and the management board.
materiality that is less than our overall
company was between £234,500 and
£23,300. The scope of our audit was
materiality as we set certain quantitative
thresholds for performance materiality
and use these thresholds as a
consideration tool to help to determine
the scope of our audit and the nature,
timing and extent of our audit procedures
items and disclosures and in evaluating
the effect of misstatements, both
individually and in aggregate on the
We determined component materiality for
the parent company to be capped at
below group materiality. This was also the
case for group subsidiaries registered
outside of the UK. For the lower risk
UK-registered trading subsidiaries, 4% of
those subsidiary’s net assets were used.
Performance materiality was set in the
range of 70-80% of each individual
materiality.
Our application of materiality
Materiality £711,200 (2021: £359,600) £710,000 (2021: £359,500)
Basis for determining
materiality
2% of net assets Capped below group materiality
Rationale for benchmark
applied
The group’s principal activity of that of
an exploration and mining operation and
investment property holdings. To this end the
business is highly asset focused. Therefore a
benchmark for materiality of the NA’s of the
group is considered to be appropriate.
The parent company materiality has been
capped at below group materiality. This was to
address the aggregation risk in the group audit.
Performance materiality £533,400 (2021: £269,700) £532,500 (2021: £269,600)
Basis for determining
performance materiality
75% of materiality Capped below group materiality
Rationale for
performance materiality
applied
On the basis of our risk assessments, together
control environment, our judgement was
that performance materiality was 75% of
our planning materiality. In assessing the
appropriate level, we consider the nature, the
number and impact of the audit differences
The parent company performance materiality
has been capped at below group performance
materiality. This was to address the aggregation
risk in the group audit.
Triviality threshold £35,560 (2021: £17,980) £35,500 (2021: £17,980)
Basis for determining
triviality threshold
5% of materiality Capped below group materiality
6161Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Coverage overview
Group revenue Group net assets
Totals at 31 December
2022:
£95,110,894 £38,013,787 £35,560,822
Full statutory audit
(Kreston Reeves and BDO)
£95,111,894 (100%) £37,924,360 (99.8%) £35,285,511 (99.2%)
Limited procedures £Nil £89,427 (0.2%) £275,311 (0.8%)
We tailored the scope of our audit to
work to be able to give an opinion on
taking into account the structure of the
accounting processes and controls,
and the industry in which they operate.
Our scoping considerations for the
above limited assurance audit work –
which is to say the audit of balances
and transactions material at a group
level – was only applied in respect of a
small element of the group. The below
table summarises for the parent
company, and its subsidiaries, in terms
of the level of assurance gained:
Group component Level of assurance
Bisichi PLC
Mineral Products Limited
Bisichi (Properties) Limited
Bisichi Northampton Limited
Bisichi Mining (Exploration) Limited
Black Wattle Colliery (Pty) Limited Full statutory audit (BDO)
Sisonke Coal Processing (Pty) Limited Full statutory audit (BDO)
Black Wattle Klipfontein (Pty) Limited Full statutory audit (BDO)
Bisichi Coal Mining (Pty) Limited Full statutory audit (BDO)
All other group undertakings
62 Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Key audit matters
Key audit matters are those matters that,
in our professional judgment, were of
risks of material misstatement (whether
including those which had the greatest
effect on: the overall audit strategy, the
allocation of resources in the audit; and
directing the efforts of the engagement
team. These matters were addressed in
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters. This is
our audit.
Revenue recognition: £95,110,894 (2021: £50,520,000)
generate cash.
coal and property rental income.
Coal revenue is recognised when the customer has a legally
binding obligation to settle under the terms of the contract.
on a straight-line basis over the term of the lease.
How our audit addressed the key risk
Sales of coal and coal processing services in the period were
tested from the trigger point of the sale to the point of recognition
included in signed lease agreements. Again, the recognition
stages detailed the relevant standards were carefully considered
to ensure revenue recognised was in line with these. This
substantive testing covered 100% of total property rental
revenues.
comparison to our expectations. Expectations were based on
assessments based on our knowledge gained of the business.
Cut-off of revenue was reviewed by analysing sales recorded
determining if the recognition applied was appropriate.
Walkthrough testing was performed to ensure that key systems
and controls in place around the revenue cycle operated as
designed.
The accuracy of revenue disclosures in the accounts were
15.
Key observations communicated to the Risk and Audit Committee
6363Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Valuation/impairment of investment properties: £10,635,000 (2021: £10,700,000)
Investment properties comprise freehold and long leasehold
land and buildings. Investment properties are carried at fair
value in accordance with IAS 40.
Investment properties are revalued annually by professional
external surveyors and included in the balance sheet at their
values of assets are recognised in the consolidated income
statement in the period to which they relate. In accordance
with IAS 40, investment properties are not depreciated.
The fair value of the head leases is the net present value of
the current head rent payable on leasehold properties until
the expiry of the lease.
How our audit addressed the key risk
was considered, especially in relation to long leasehold land and
buildings.
External valuation reports were obtained and vouched to stated
fair values. The competence and independence of the valuation
experts was carefully considered to ensure that the reports they
produce can be relied upon.
The key assumptions made within these reports were reviewed
and considered for reasonableness, including rental yield
analysis. We have further performed our own separate impairment
present material impairment indicators.
Key observations communicated to the Risk and Audit Committee
Valuation/impairment of mining reserves and development: £16,177,000 (2021: £8,896,000)
The purpose of mine development is to establish secure
working conditions and infrastructure to allow the safe and
Depreciation on mine development costs is not charged
until production commences or the assets are put to
use. On commencement of full commercial production,
depreciation is charged over the life of the associated mine
reserves extractable using the asset on a unit of production
basis.
The unit of production calculation is based on tonnes
mined as a ratio to proven and probable reserves
and also includes future forecast capital expenditure.
The cost recognised includes the recognition of any
decommissioning assets related to mine development.
How our audit addressed the key risk
considered to ensure capitalisation of costs to mine development
under IAS 16 was appropriate.
In considering impairment indicators, as governed by IAS 36,
variables were considered and stress-tested to assess headroom
between modelling and the value of mine development.
Consideration was given to the competence and independence of
the technical expert involved with the production of historic technical
reports on which the life of mine assessment is partially built.
Depreciation of mine development was recalculated based on
the unit of production basis to ensure accurately recorded. This
basis was also considered for reasonableness by reference to the
accounting policies of industry peers.
The accuracy and appropriateness of mine development
the mine development accounting cycle observed and audited.
Key observations communicated to the Risk and Audit Committee
statements.
64 Bisichi PLC
Other information
The other information comprises the
information included in the annual report
our auditor’s report thereon. The directors
are responsible for the other information
contained within the annual report. Our
not cover the other information and,
except to the extent otherwise explicitly
stated in our report, we do not express
any form of assurance conclusion
thereon. Our responsibility is to read the
other information and, in doing so,
consider whether the other information is
statements or our knowledge obtained in
the course of the audit, or otherwise
appears to be materially misstated. If we
identify such material inconsistencies or
apparent material misstatements, we are
required to determine whether this gives
rise to a material misstatement in the
on the work we have performed, we
conclude that there is a material
misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Our opinion on the
remuneration report
remuneration report set out on pages 40
ended 31 December 2022. The directors
of the Company are responsible for the
preparation and presentation of the
the Companies Act 2006. Kreston
based on our audit conducted in
accordance with International Accounting
year, complies with the requirements of
the Companies Act 2006.
Our consideration of climate
change related risks
climate change and the transition to a low
considered in our audit where they have
the potential to directly or indirectly
impact key judgements and estimates
assessment of the potential impacts of
climate change. Climate risks have the
potential to materially impact the key
judgements and estimates within the
those risks that could be material to the
key judgement and estimates in the
assessment of the carrying value of
non-current assets and closure and
rehabilitation provisions.
The key judgements and estimates
incorporate actions and strategies, to the
extent they have been approved and can
be reliably estimated in accordance with
Accordingly, our key audit matters
address how we have assessed the
the extent they impact each key audit
matter. Our audit procedures were
performed with the involvement of our
climate change and valuation specialists.
Opinions on other matters
prescribed by the Companies
Act 2006
In our opinion, based on the work
undertaken in the course of the audit:
•• the information given in the strategic
report and the directors’ report for the
statements are prepared is consistent
•• the strategic report and the directors’
report have been prepared in
accordance with applicable legal
requirements.
Matters on which we are
required to report by exception
In the light of our knowledge and
company and its environment obtained in
the course of the audit, we have not
strategic report or the directors’ report.
We have nothing to report in respect of
the following matters in relation to which
the Companies Act 2006 requires us to
report to you if, in our opinion:
•• adequate accounting records have not
been kept by the parent company, or
returns adequate for our audit have not
been received from branches not
visited by us; or
••
statements are not in agreement with
the accounting records and returns; or
•• certain disclosures of directors’
made; or
•• we have not received all the information
and explanations we require for our audit
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement (set out on
page 57), the directors are responsible
they give a true and fair view, and for
such internal control as the directors
determine is necessary to enable the
are free from material misstatement,
whether due to fraud or error.
directors are responsible for assessing the
continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern
basis of accounting unless the directors
parent company or to cease operations, or
have no realistic alternative but to do so.
Independent auditor report to the shareholders of Bisichi Plc
6565Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
Auditor’s responsibilities for
statements
Our objectives are to obtain reasonable
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion.
assurance but is not a guarantee that an
audit conducted in accordance with ISAs
(UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they
could reasonably be expected to
statements.
Capability of the audit in detecting
irregularities, including fraud
Based on our understanding of the group
and industry, and through discussion with
the directors and other management (as
required by auditing standards), we
non-compliance with laws and regulations
related to health and safety, anti-bribery
and employment law. We considered the
extent to which non-compliance might
statements. We also considered those
laws and regulations that have a direct
statements such as the Companies Act
and regulations throughout our team and
remained alert to any indications of
non-compliance throughout the audit. We
evaluated management’s incentives and
opportunities for fraudulent manipulation
risk of override of controls), and
determined that the principal risks were
related to: posting inappropriate journal
entries to increase revenue or reduce
expenditure, management bias in
accounting estimates and judgemental
the valuation of investment properties.
Audit procedures performed by the group
engagement team and component
auditors included:
•• We obtained an understanding of the
legal and regulatory frameworks that
are those that relate to the reporting
framework and the relevant tax
compliance regulations in the
jurisdictions in which Bisichi PLC
operates. In addition, we concluded
and regulations that may have an effect
on the determination of the amounts
statements, mainly relating to health
and safety, employee matters, bribery
and corruption practices, environmental
and certain aspects of company
legislation recognising the regulated
and its legal form.
•• Detailed discussions were held with
management to identify any known or
suspected instances of non-
compliance with laws and regulations.
•• Identifying and assessing the design
effectiveness of controls that
management has in place to prevent
and detect fraud.
•• Challenging assumptions and
judgements made by management in
including assessing the capabilities of
the property valuers and discussing
with the valuers how their valuations
were calculated and the data and
assumptions they have used to
calculate these.
•• Performing analytical procedures to
identify any unusual or unexpected
relationships, including related party
transactions, that may indicate risks of
material misstatement due to fraud.
••
management, and review of
transactions throughout the period to
identify any previously undisclosed
transactions with related parties
outside the normal course of business.
••
charged with governance, reviewing
internal audit reports and reviewing
correspondence with relevant tax and
regulatory authorities.
•• Performing integrity testing to verify the
legitimacy of banking records obtained
from management.
••
transactions and evaluation of the
supporting the transactions.
•• Identifying and testing journal entries,
in particular any manual entries made
preparation.
•• We ensured our global audit team
has deep industry experience through
working for many years on relevant
audits, including experience of mining
and investment property management.
Our audit planning included considering
external market factors, for example
geopolitical risk, the potential impact of
climate change, commodity price risk
and major trends in the industry.
Because of the inherent limitations of an
audit, there is a risk that we will not detect
all irregularities, including those leading
statements or non-compliance with
regulation. This risk increases the more
that compliance with a law or regulation is
removed from the events and
statements, as we will be less likely to
become aware of instances of non-
compliance.
66 Bisichi PLC
Independent auditor report to the shareholders of Bisichi Plc
As part of an audit in accordance with
ISAs (UK), we exercise professional
judgment and maintain professional
scepticism throughout the audit. We also:
•• Identify and assess the risks of material
statements, whether due to fraud or
error, design and perform audit
procedures responsive to those risks,
and obtain audit evidence that is
basis for our opinion. The risk of not
detecting a material misstatement
resulting from fraud is higher than for
one resulting from error, as fraud may
involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal control.
•• Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances, but
not for the purpose of expressing an
opinion on the effectiveness of the
•• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting
estimates and related disclosures made
by the directors.
•• Conclude on the appropriateness of the
directors’ use of the going concern
basis of accounting and, based on the
audit evidence obtained, whether a
material uncertainty exists related to
events or conditions that may cast
parent company’s ability to continue as
a going concern. If we conclude that a
material uncertainty exists, we are
required to draw attention in our
auditor’s report to the related
or, if such disclosures are inadequate,
to modify our opinion. Our conclusions
are based on the audit evidence
obtained up to the date of our auditor’s
report. However, future events or
parent company to cease to continue
as a going concern.
•• Evaluate the overall presentation,
statements, including the disclosures,
represent the underlying transactions
and events in a manner that achieves
fair presentation.
••
information of the entities or business
statements. We are responsible for the
direction, supervision and performance
responsible for our audit opinion.
We communicate with those charged
with governance regarding, among other
matters, the planned scope and timing of
internal control that we identify during
our audit.
Other matters which we are
required to address
We were reappointed by the audit
statements. Our total uninterrupted period
of engagement is 2 years, covering the
years ended 31 December 2021 and 31
December 2022.
The non-audit services prohibited by the
to the group or the parent company and we
remain independent of the group and the
parent company in conducting our audit.
During the period under review, agreed
upon procedures were completed in
respect of a number of the group’s service
charge accounts.
Our audit opinion is consistent with the
additional report to the audit committee.
Use of our report
This report is made solely to the
company’s members, as a body, in
accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work
has been undertaken so that we might
state to the company’s members those
matters we are required to state to them
in an auditor report and for no other
purpose. To the fullest extent permitted
by law, we do not accept or assume
responsibility to anyone other than the
company and the company’s members as
a body, for our audit work, for this report,
or for the opinions we have formed.
Anne Dwyer BSc(Hons) FCA (Senior
Statutory Auditor)
For and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
London
Date: 27 April 2023
68 Consolidated income statement
69
70 Consolidated balance sheet
72
73
74
82
108 Company balance sheet
109 Company statement of changes in equity
110 Company accounting policies
67Bisichi PLC
68 Bisichi PLC
Financial statements
Notes
2022
Trading
£’000
2022
Revaluations
and
impairment
£’000
2022
Total
£’000
2021
Trading
£’000
2021
and
impairment
£’000
2021
Total
£’000
Group revenue 2 95, 111 - 95,111 50,520 - 50,520
Operating costs 3 (55, 7 48 ) - (55, 7 48 ) (45,492 ) - (45,492 )
fair value adjustments and exchange
movements
Depreciation 3 (1,093 ) - (1,093 ) (2,5 71 ) - (2,5 71 )
adjustments and exchange movements
1 38,27 0 - 38,27 0 2,45 7 - 2,45 7
Exchange losses (27 0 ) - (270 ) (121 ) - (121 )
investment properties
4 - (60 ) (60 ) - 255 255
- 1,036 1,036 - 812 812
1 38,000 976 38,97 6 2,336 1,06 7 3,403
Share of loss in joint ventures 13 - (89 ) (89 ) - (125 ) (125 )
38,000 8 87 38,887 2,336 942 3,2 7 8
Interest receivable 1 74 - 1 74 22 - 22
Interest payable 7 (1,04 7 ) - (1,04 7 ) (7 99 ) - (7 99 )
5 37 ,127 887 38,014 1,559 942 2,501
Taxation 8 (11,8 7 8 ) (30 ) (11,908 ) (453 ) (342 ) (7 95 )
25,249 857 26,106 1, 106 600 1, 7 06
Attributable to:
Equity holders of the company 16, 7 55 8 57 17 ,612 891 600 1,491
Non-controlling interest 27 8,494 - 8,494 215 - 215
25,249 8 57 26,106 1, 106 600 1,7 06
10 164.96 p 13.96 p
10 164.96 p 13.94 p
and losses within Joint Ventures. The total column represents the consolidated income statement presented in accordance with
IAS 1.
Consolidated income statement
for the year ended 31 December 2022
Financial statements
Bisichi PLC 69
Financial statements
for the year ended 31 December 2022
2022
£’000
2021
£’000
26, 106 1,7 06
Other comprehensive income/(expense):
Items that may be subsequently recycled to the income statement:
Exchange differences on translation of foreign operations (43 ) (60 )
Other comprehensive income for the year net of tax (43 ) (60 )
Total comprehensive income for the year net of tax 26,063 1,646
Attributable to:
Equity shareholders 17 ,593 1,439
Non-controlling interest 8,4 70 2 07
70 Bisichi PLC
Financial statements
Notes
2022
£’000
2021
£’000
Assets
Non-current assets
Investment properties 11 10,635 10, 7 00
Mining reserves, plant and equipment 12 16,377 9,065
Investments in joint ventures accounted for using equity method 13 1,041 1, 130
13 12,590 3,631
Total non-current assets 40,643 24,526
Current assets
Inventories 16 5, 199 1,253
Trade and other receivables 17 6,437 8,626
Investments in listed securities held at FVPL 18 886 685
Cash and cash equivalents 10,590 3,018
Total current assets 23, 112 13,582
Total assets 63, 7 55 38, 108
Liabilities
Current liabilities
Borrowings 20 (3, 795 ) (2,666 )
Trade and other payables 19 (13,282 ) (10,7 43 )
Current tax liabilities (4,256 ) (7 26 )
Total current liabilities (21,333 ) (14, 135 )
Non-current liabilities
Borrowings 20 (3,930 ) (3,853 )
Provision for rehabilitation 21 (1, 715 ) (1,390 )
Lease liabilities 31 (344 ) (389 )
Deferred tax liabilities 23 (87 2 ) (506 )
Total non-current liabilities (6,861 ) (6, 138 )
Total liabilities (28, 194 ) (20,2 7 3 )
Net assets 35,561 17 ,835
Consolidated balance sheet
at 31 December 2022
7171Bisichi PLC
Financial statements Consolidated balance sheet
A R Heller G J Casey Company Registration No. 112155
Director Director
Notes
2022
£’000
2021
£’000
Equity
Share capital 24 1,068 1,068
Share premium account 258 258
Translation reserve (2,559 ) (2,540 )
Other reserves 25 1,112 7 07
33,923 18,019
Total equity attributable to equity shareholders 33,802 17 ,512
Non-controlling interest 27 1, 7 59 323
Total equity 35,561 17 ,835
behalf by:
72 Bisichi PLC
Financial statements
Share
capital
£’000
Share
Premium
£’000
Translation
reserves
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Non-
controlling
interest
£’000
Total
equity
£’000
Balance at 1 January 2021 1,068 258 (2,488 ) 707 16,528 16,073 116 16,189
- - - - 1,491 1,491 215 1, 706
Other comprehensive expense - - (52 ) - - (52 ) (8 ) (60 )
Total comprehensive expense
for the year
Dividend (note 9) - - - - - - - -
Balance at 1 January 2022 1,068 258 (2,540 ) 707 18,019 17 ,512 323 17 ,835
- - - - 17 ,612 17 ,612 8,494 26, 106
Other comprehensive income - - (19 ) - - (19 ) (24 ) (43 )
Total comprehensive income
for the year
Dividend (note 9) - - - - (1, 708 ) (1, 7 08 ) (7 ,034 ) (8,7 42 )
Share options cancelled - - - (142 ) - (142 ) - (142 )
Share options issued - - - 5 47 - 5 47 - 5 47
Balance at 31 December 2022 1,068 258 (2,559 ) 1,112 33,923 33,802 1,7 59 35,561
Consolidated statement of changes
for the year ended 31 December 2022
7373Bisichi PLC
Financial statements
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
38,97 6 3,403
Adjustments for:
Depreciation 1,093 2,5 71
60 (255 )
Share based payment expense 405 -
(1,036 ) (812 )
Exchange adjustments 270 121
39, 7 68 5,028
Change in inventories (4,009 ) 2, 105
Change in trade and other receivables 2,307 (1,900 )
Change in trade and other payables 1, 114 192
Cash generated from operations 39, 180 5,425
Interest received 1 75 22
Interest paid (7 28 ) (7 99 )
Income tax paid (7 ,929 ) (216 )
30,698 4,432
Acquisition of reserves, property, motor vehicles, plant and equipment (8,480 ) (1, 7 81 )
Disposal of reserves, property, motor vehicles, plant and equipment 20 -
Disposal of other investments 2,083 70 5
Acquisition of other investments (10,207 ) (1,630 )
(16,584 ) (2, 7 06 )
Borrowings drawn 524 46
Borrowings and lease liabilities repaid (55 ) (317 )
Equity dividends paid (641 ) -
Minority dividends paid
(7,034 )
(7 ,206 ) (271 )
Net increase in cash and cash equivalents 6,908 1,455
Cash and cash equivalents at 1 January 482 (1,0 78 )
Exchange adjustment (25 ) 105
Cash and cash equivalents at 31 December 7 ,365 482
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet 10,590 3,018
Bank overdrafts (secured) (3,225 ) (2,536 )
for the year ended 31 December 2022
Financial statements
107107Bisichi PLC
108 Bisichi PLC
Financial statements
Notes
2022
£’000
2021
£’000
Fixed assets
Tangible assets 35 98 93
Investment in joint ventures 36 665 665
Other investments 36 18,946 9,987
19,709 10,745
Current assets
Debtors – amounts due within one year 37 2,754 3,636
Debtors – amounts due in more than one year 37 1,159 220
Bank balances 7,928 788
11,841 4,644
Creditors – amounts falling due within one year 38 (2,514) (454)
Net current assets 9,327 4,190
Total assets less current liabilities 29,036 14,935
Creditors – amounts falling in more than one year 38 (9) (20)
Net assets 29,027 14,915
Capital and reserves
Called up share capital 24 1,068 1,068
Share premium account 258 258
Other reserves 1,027 622
33 26,674 12,967
Shareholders’ funds 29,027 14,915
on its behalf by:
A R Heller G J Casey Company Registration No. 112155
Director Director
Company balance sheet
at 31 December 2022
109109Bisichi PLC
Financial statements
for the year ended 31 December 2022
Share
capital
£’000
Share
premium
£’000
Other
reserve
£’000
earnings
£’000
Shareholders
funds
£’000
Balance at 1 January 2021 1,068 258 622 13,170 15,118
Dividends paid - - - - -
- - - (203) (203)
Balance at 1 January 2022 1,068 258 622 12,967 14,915
Dividends paid - - - (1,708) (1,708)
Share options cancelled - - (142) - (142)
Share options issued - - 547 - 547
- - - 15,415 15,415
Balance at 31 December 2022 1,068 258 1,027 26,674 29,027
110 Bisichi PLC
Financial statements
Company accounting policies
for the year ended 31 December 2022
The following are the main accounting
policies of the company:
Basis of preparation
prepared in accordance with Financial
principal accounting policies adopted in
statements are set out below.
prepared on a historical cost basis,
except for the revaluation of leasehold
property and certain
Going concern
going concern basis of accounting in
can be found on page 74.
Disclosure exemptions adopted
the company has taken advantage of all
101 as well as disclosure exemptions
not include:
•• certain comparative information as
•• certain disclosures regarding the
company’s capital;
••
•• the effect of future accounting
standards not yet adopted;
•• the disclosure of the remuneration of
key management personnel; and
•• disclosure of related party transactions
with the company’s wholly owned
subsidiaries.
101, further disclosure exemptions have
been adopted because equivalent
disclosures are included in the company’s
Consolidated Financial Statements.
Dividends received
loss account when received.
Depreciation
Provision for depreciation on tangible
instalments to write each item off over its
useful life. The rates generally used are:
Joint ventures
Investments in joint ventures, being those
has joint control as established by
contractual agreement, are included at
cost, less impairment.
Other Investments
Investments of the company in
subsidiaries are stated in the balance
provisions for impairment.
Other investments comprising of shares
Foreign currencies
Monetary assets and liabilities expressed
in foreign currencies have been
translated at the rates of exchange ruling
at the balance sheet date. All exchange
loss account.
Financial instruments
page 79.
Deferred taxation
for deferred taxation can be found on
page 81.
Leased assets and liabilities
for leased assets and liabilities can be
found on page 80.
Pensions
for pensions can be found on page 79.
Share based remuneration
for share based remuneration can be
found on page 79. Details of the share
options in issue are disclosed in the
directors’ remuneration report on page 41
under the heading share option schemes
which is within the audited part of this
report.
111111Bisichi PLC
33. PROFIT & LOSS ACCOUNT
34. DIVIDENDS
35. TANGIBLE FIXED ASSETS
Leasehold
Property
£’000
Motor
Vehicles
£’000
equipment
£’000
Total
£’000
Cost at 1 January 2022 45 104 70 219
Additions - - 46 46
Disposals - - (72) (72)
Cost at 31 December 2022 45 104 44 193
Accumulated depreciation at 1 January 2022 - 56 70 126
Charge for the year - 27 14 41
Disposals - - (72) (72)
Accumulated depreciation at 31 December 2022 - 83 12 95
Net book value at 31 December 2022 45 21 32 98
Net book value at 31 December 2021 45 48 - 93
Leasehold property consists of a single unit with a long leasehold tenant. The term remaining on the lease is 37 years. Motor
36. INVESTMENTS
Joint
ventures
shares
£’000
Shares in
subsidiaries
£’000
Other
investments
£’000
Total
£’000
Net book value at 1 January 2022 665 6,356 3,631 9,987
Invested during the year - - 9,758 9,758
- - (1,517) (1,517)
- - 718 718
Net book value at 31 December 2022 665 6,356 12,590 18,946
Investments in subsidiaries are detailed in note 15. In the opinion of the directors the aggregate value of the investment in
Other investments comprise of £12,590,000 (2021: £3,631,000) shares in listed companies.
Financial statements
112 Bisichi PLC
Financial statements
37. DEBTORS
2022
£’000
2021
£’000
Amounts due within one year:
Amounts due from subsidiary undertakings 1,079 2,421
Other debtors 237 94
Joint venture 1,379 1,065
Prepayments and accrued income 59 56
2,754 3,636
Amounts due in more than one year:
Deferred taxation 1,159 220
1,159 220
recognition. The company has reviewed and assessed the underlying performance and resources of its counterparties including its
subsidiary undertakings and joint ventures.
38. CREDITORS
2022
£’000
2021
£’000
Amounts falling due within one year:
Amounts due to subsidiary undertakings 15 -
Joint venture 120 156
Other taxation and social security 64 64
Other creditors 71 164
Lease Liabilities 11 26
Accruals and deferred income 2,233 44
2,514 454
Amounts falling due in more than one year:
Lease Liabilities 9 20
Lease liabilities comprise of leases on Motor vehicles with remaining leases of 1-3 years. With the exception of short-term leases
113113Bisichi PLC
Financial statements
39. RELATED PARTY TRANSACTIONS
At 31
December
During
the year
At 31 December
Amounts
owed
by related
party
£’000
Costs
by related
party
£’000
Cash paid
related party
£’000
Related party:
Black Wattle Colliery (Pty) Ltd (note (a)) (145) (972) 1,464
Ninghi Marketing Limited (note (b)) (102) - -
As at 31 December 2022 (247) (972) 1,464
Black Wattle Colliery (Pty) Ltd (note (a)) (637) (923) 1,617
Ninghi Marketing Limited (note (b)) (102) - -
As at 31 December 2021 (739) (923) 1,617
(a) Black Wattle Colliery (Pty) Ltd – Black Wattle Colliery (Pty) Ltd is a coal mining company based in South Africa.
(b) Ninghi Marketing Limited – Ninghi Marketing Limited is a dormant coal marketing company incorporated in England & Wales.
Black Wattle Colliery (Pty) Ltd and NInghi Marketing Limited are subsidiaries of the company.
to the bankers of Black Wattle Colliery (Pty) Ltd in order to cover bank guarantees issued to third parties in respect of the
rehabilitation of mining land.
A provision of £102,000 has been raised against the amount owing by Ninghi Marketing Limited in prior years as the company is dormant.
40. EMPLOYEES
2022
£’000
2021
£’000
The average weekly numbers of employees of the company during the year were as follows:
Directors & administration 5 5
Staff costs during the year were as follows:
Salaries 3,264 1,426
Social security costs 580 189
Pension costs 21 31
Share based payments 2,220 -
6,085 1,646
www.bisichi.co.uk
Bisichi PLC