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Rockwell - second quarter results of fiscal 2018
Rockwell filed its second quarter 2018 results, and provided a further update as to the developments with respect to its three subsidiaries in South Africa. These subsidiaries are Rockwell Resources RSA (Pty) Ltd. (Rockwell RSA), HC van Wyk Diamonds Ltd. (HC van Wyk) and Saxendrift Mine (Pty) Ltd. (Saxendrift). Material elements include:
• The financial results presented included the financial statements of the Company and its two subsidiaries in Cayman Islands, but not the three subsidiaries in South Africa. The Company no longer has control over the three subsidiaries sufficient to consolidate under IFRS.
• The financial results show a comprehensive income (but non cash) of CAD23.2 million which results almost entirely from the reversal of foreign currency reserves in respect of the operations in South Africa, and certain stock based compensation reserves that were unwound.
• Operations were on cash break-even in August 2017, notwithstanding the fact that only 25% of the planned volumes were actually processed. The break-even position included the additional burden of the Business Rescue Practitioners (BRPs) and their legal advisor`s fees.
• The three subsidiaries were again placed in provisional liquidation on September 22, 2017 by the BRPs, Metis Strategic Advisors Pty and their legal counsel Werksmans of Johannesburg, notwithstanding the fact that an offer had been received from Ascot Diamonds, a company with a proven purchasing capability, to buy the three subsidiaries on a going concern basis at a value in excess of liquidation value, and notwithstanding that the operations were break-even for August.
• The return date for hearing on the liquidation order is November 3, 2017 by which date the provisional liquidators will ask the High Court either to proceed with full liquidation or keep the subsidiaries in provisional liquidation pending the successful outcome of the transaction with Ascot Diamonds.
• Budgeted volumes were 175 000 m³ for each of the three months, and the operations at Wouterspan never achieved that under the BRP’s administration. Budgeted grade was 0.6 carats per 100 m³, and planned revenue per carat was USD2 000.
• The MD&A for the period June-August 2017 reflects a detailed account of the actions of the BRPs and the Company’s attempt to undertake this sale transaction to Ascot Diamonds.
• The provisional liquidators are the attorneys Honey’s of Bloemfontein which formally took over from the BRPs on October 11, 2017.
• The buyer and their Attorneys met with the provisional liquidators on Friday, October 13, 2017 to reinforce their interest in purchasing the three entities as a going concern. To undertake this, the provisional liquidators are undertaking their own assessment of liquidation value.
• The buyer has also offered to the company in a separate offer and transaction to buy the Cayman companies from the Company, although such offer is conditional on a successful transaction in South Africa with regards to the three South African subsidiaries. To the extent that such second offer does proceed, the Company will approach creditors and shareholders in the Company for approval.
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