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Mission
We are committed to: Supply reliable energy and high quality services to meet our customers unique and changing needs efficiently and proactively through robust infrastructure, diverse power sources and professional teams Increase value for our shareholders through responsible and transparent corporate conduct, innovation and investing prudently
Vision
To be the leading Zambian investor, developer and operator of energy infrastructure in Africa by providing innovative solutions and building strategic partnerships through committed professional teams
Corporate Values
Being honest in all our dealings Supporting each other Building good team relationships Being open to new ideas Developing a can do attitude
Corporate Profile
History and Operations
The Copperbelt Energy Corporation Plc (CEC) is a Zambian electricity utility whose core business is the supply of power to the mining industry and transmission for national utilities, ZESCO Limited of Zambia and SNEL of the Democratic Republic of Congo, through the Zambia Congo interconnector, the Zambian part of which CEC owns. For over half a century, the company has been a supplier of choice to Zambias mining companies in the mineral-rich Copperbelt province. While that is still the stronghold of the business, CEC is increasingly looking outside of the Copperbelt and beyond the core business for new business opportunities. Listed on the Lusaka Stock Exchange since January 2008; CEC, the first and only private sector utility to attain full Southern African Power Pool (SAPP) membership, is fast positioning itself as a developer of energy infrastructure in Africa and is well respected in the region for its skills in designing and operating transmission systems. A licensed carrier of telecommunications traffic using broadband optic fibre, CEC has made significant inroads in the telecoms business; moving from a carrier of carriers only to a competitive retail sector player through a joint venture with Realtime Zambia a partnership that combines CECs strong fibre network management skills and Realtimes experience in delivering fibre and wireless communication solutions across Zambia, especially to corporates.
Infrastructure
CEC owns and operates 884 kilometres of 220kV and 66kV transmission lines, 540 kilometres of optic fibre on power lines, 38 major substations and 80MW of gas turbine generation. To ensure high quality of supply, the network has a number of reliability enhancing features that include a high degree of network redundancy, stand-by generation, a well equipped control centre and multiple sourcing points.
Growth Strategy
CECs focus is on activities and opportunities that create value for the company and its investors. To achieve that, we continue to build appropriate partnerships that provide us with the necessary support to pursue and participate in viable new business opportunities.
Contents
Chairmans Report Managing Director Operations Report Managing Director for Corporate Development & CFOs Report Operational / Financial Highlights Directors Report Statement on Corporate Governance Statement Of Directors Responsibilities Report of the Independent Auditors to the members of Copperbelt Energy Corporation Plc Statement of Comprehensive Income Statement of Changes In Equity Statement of Financial Position Statement Cash flow Notes to the Financial Statement Directors CEC Management Team Corporate Contact Information Bankers and Auditors
5 10 14 18 20 25 27 28 29 30 31 32 33 62 63 64 64
Chairmans Report
I am delighted to report an encouraging performance for the business for the period ended 31st December 2009. The year under review coincided with a worldwide economic downturn, but I am glad to report that despite the challenges, which I will outline later in the report, the Company fared well and posted improved earnings compared to the previous year. Commendable progress was also made in the area of new business identification and development. effectively mitigate the impact of the disease on employees and the Company. The prevalence survey was also undertaken to track changes in HIV and AIDS prevalence within the Company since the last survey was conducted in 2005. A key objective of this follow-on survey was to help the Company understand the factors responsible for changes in disease prevalence within the four-year period between the two surveys. Staff uptake was commendably high at 84%; and results disseminated to staff show a drop in prevalence levels from 33% in 2005 to 23% in 2009. As our contribution to the malaria fight, we proactively continued to provide mosquito nets and repellants to all employees, and partnered with other organisations in the Indoor Residual Spraying exercise for 2009. Our SHE performance for the year was good. We recorded zero fatal incidents and an improvement in near-miss and safety meeting statistics. Unfortunately, we had four lost time accidents (LTAs), compared to zero during the 2008 period. All four were minor LTAs and all corrective and preventive action measures raised in the incident investigation reports have since been implemented.
Chairmans Report
The Company has made a joint application with Zesco for concessionary funding to facilitate the electrification of a number of towns in NorthWestern Province, thereby increasing access to electricity and eliminating the need for a number of expensive diesel generators operated by Zesco. Also worth noting in 2009 was the formation of a telecommunications joint venture with Realtime Technology Alliance Africa (Realtime), which saw the Company investing $2.0m in Realtime to acquire a 50% stake in the company. The venture has succeeded in combining the fibre network management skills of the Company with Realtimes experience in providing network services to corporate customers. A team of CEC staff completed a consultancy assignment, looking at transmission system management, in The Gambia earlier in the year. A significant achievement during the year was the Companys attainment of the of full SAPP (Southern African Power Pool) membership. This milestone, reached in November 2009, gives the Company the status of a fully-fledged utility in SAPP. What makes this even more significant is the fact that CEC becomes the first and only private sector utility with full SAPP membership and we are being expected to play an active role in challenging the norms with an infusion of new ideas.
Chairmans Report
Business Environment
Of particular concern to the Company was the low copper price, and how our customers were affected beginning the last quarter of 2008. Although copper prices started to pick up from the second quarter of 2009, the impact was not felt in terms of higher capacity sales to our customers until the third quarter of 2009. The Company emerged from the situation more knowledgeable and aware of some of the vulnerabilities to the core business. At the same time, the experience helped underscore more strongly our desire and need to grow the business outside of the traditional customer base on the Copperbelt. As a mark of our resilience, the Company did not lay off staff during the downturn but instead was able to get their support in instituting measures to significantly reduce operating costs. The Company remained able to continue meeting its obligations to Zesco under the Bulk Supply Agreement. These economic challenges, trying as they were, did not prevent the Company from delivering value to its shareholders and pursuing a vision of diversified growth and the creation of other income streams. These and other developments have clearly demonstrated our ability to withstand harsh
economic conditions and still perform well. Net profit for 2009 was $11.9m, 18% higher than $10.1m achieved in 2008.
Stakeholder Relations
The Company has consistently stressed its objective of increasing shareholder value and our performance in 2009 was no different. In 2009, we paid out two interim dividends in April and September, marking the second straight year since going public in January 2008 that we have paid out two dividends in a year. The CEC share price traded close to the listing price of 440 Kwacha per share through most of the year, and closed the year at 430 Kwacha per share. We understand the need to increase shareholder value, and we intend to grow the earnings and the assets of the Company through investment in viable energy infrastructure projects that generate a return that will be attractive to investors. I am glad to report that we have addressed most of the communication difficulties that were experienced with some of our shareholders in the first year after listing, which were mostly due to the incorrect recording of some shareholder details at the time of listing. Some challenges still remain, but we are continually perfecting our systems. There are investor relations offices in both Kitwe and Lusaka where individual shareholder queries can be addressed. I encourage all of our shareholders and stakeholders to make use of the website www.cecinvestor.com which has been especially designed to provide relevant information about the Company.
Chairmans Report
attended by Government departments and agencies represented in the province; concerned individuals; quasi-government bodies and civil society organisations. The objective of the scoping meetings was to collect views and concerns from all stakeholders and to use these views as a basis for carrying out the environmental and social base line survey required to apply for Environmental Council of Zambia consent to proceed with the project. During the year we refurbished the lecture and computer facilities at the University of Zambias School of Electric and Electronic Engineering; making good on our commitment to help improve the Schools standards over a three-year period. The priority we place on matters of SHE is not limited to the CEC workplace alone, and we have endeavoured to demonstrate SHE excellence in all facets of our operations and business practices. An example of this was our undertaking to relocate a total of 8 families in Chililabombwe, whose houses were found to be in contravention of the safety requirements relating to settlements near the Companys transmission lines. In compensation, the Company has constructed better housing units for the affected families, upgrading them from one and two-roomed structures with ablution facilities outside to two and three-bed roomed houses, each with toilet and bath facilities inside.
A structural refurbishment of the Arthur Davies Stadium, home of the Power Dynamos Football Club, which is sponsored by the Company, was undertaken in 2009. The stadium will be ready for use on commencement of the new football season in March 2010. A fitness centre and gym for staff and the wider community has also been completed at Ravens Country Club. We continued to support the Mulenga Community School of Kitwes Mulenga Township, one of our communitys less privileged areas. The Company will continue its support for the community in 2010, focusing particularly in the areas of youth, health, education and sport.
Chairmans Report
Board Operation
Our board adhered to the highest standards of
The future - local children attended the ESIA scoping meeting at Kanyikezhi School
Corporate Governance and conducted itself above reproach by ensuring compliance to the Lusaka Stock Exchange established Code of Corporate Governance. Our board self-monitors its conduct and compliance against this code and other identified standards that are found relevant to the operations of the Company.
tariffs to cost reflective levels to ensure that sustainable investments can be undertaken in new capacity. This provides an opportunity for the Company to participate in the growth of the energy sector outside of its traditional business on the Copperbelt. The Company is currently evaluating opportunities to invest in transmission and generation projects in Zambia and surrounding countries. To support the proposed growth, we are investing in our people to introduce new skills in such areas as the management of hydro schemes and project financing. A number of managers have been placed on a training and development programme that places them in a strong position to take business leadership roles in future. Furthermore, we have developed contacts with a number of international development banks with a view to develop structures for the financing of new projects.
Business Outlook
Copper prices have recovered stimulating a recovery of investment into the mining sector, both for the Companys customers on the Copperbelt and other mining operations that operate in other provinces of Zambia. The capital investments by the mines over the last decade have ensured that many of Zambias copper producers are internationally competitive, which in turn improves the resilience of the Companys business model in case of future downturns. For our core business, we expect a steady improvement in sales to the mines as new mining and ore processing operations are brought into production. Outside of the core business, it is widely acknowledged that there are shortages in generation and transmission capacity both within Zambia and the SADC region. To stimulate further investment in the required infrastructure, the regulatory authorities are supportive of increasing
Conclusion
We have a lot be proud of as CEC and I believe the future looks bright and solid; not least because energy is at the core of the development of any countrys economy and Zambia is no exception. We are excited by our immediate and future prospects in this sector, both in Zambia and in other countries within Africa. Our staff remains highly skilled and motivated. Certainly, we can look to the future with confidence and anticipation.
Chairmans Report
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requirements of the Frontier Mine (supplied by SNEL utilizing the CEC network), ZESA in Zimbabwe and ESKOM in the Republic of South Africa. A total of 438 GWh was wheeled from the Congo while 41 GWh was wheeled into the Congo and 182 GWh was wheeled to the Frontier Mine through the 220kV Congo interconnector. Domestic wheeling on behalf of Zesco totaled 1,611 GWh compared to 1,576 GWh in 2008. The Company adhered to all of its maintenance programs throughout the year. In addition, the Company increased its ability to monitor the equipment connected to the power system through enhancements to the SCADA system. As a result of the above, power system performance during the year was good with few incidents having occurred. Occasional equipment failure was experienced, mainly due to lightning or the age of equipment. The majority of incidents, which did impact on the CEC system, were externally caused. The most significant of these incidents was a national blackout that occurred on 15th June 2009, caused by a failure on the Zesco system. The Companys response to this was excellent with supply rapidly being made available to all of our customers through the GTAs and imported SNEL power. However, a few challenges were experienced in, firstly, synchronizing the machines to the grid and then maintaining synchronism with the grid whenever the voltage of the incoming power from the Congo dropped too low.
Based on the performance of the GTAs during the power blackout and numerous customer engagements to witness machine runs, the level of customer confidence in the GTAs has improved. Throughout the year, all six of CECs GTAs were available for service and plant availability was at 98.7% compared to 97.5% in 2008 and reliability at 90% from 88% the previous year. This improvement was as a result of numerous equipment upgrades carried out over the past few years, aimed at enhancing performance and confidence in the machines. On the whole, the system capacity continued to be firm. However, CEC has identified that with the numerous expansion projects being carried out by our customers, there are a number of areas on the CEC
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Unfortunately, the phenomenon of extremely high voltages was once again experienced when Zesco restored power to the Copperbelt following the blackout of 15th June. This occurs when the power is first restored by Zesco via the long transmission lines from the south of the country and before the loads on the CEC system can be reconnected i.e. under extremely lightly loaded conditions. These extremely high voltages are of great concern as, apart from the ageing of insulation which results, catastrophic failure can occur to critical items of equipment. Joint CEC and Zesco technical teams are examining the problem in order to find the best solution.
network where transformer capacity will need to be reinforced. The power factor correction project, which commenced in 2008 in conjunction with our customers, progressed steadily throughout the year. The study phase of the project identified the need to install compensation equipment that does not only provide reactive support but also filters impurities (often called harmonics) out of the system. Contractors have been engaged and they have since commenced detailed design works as well as the placement of orders for equipment. Project completion is currently forecasted to be June 2010. The Company noted an increase in cases of theft and vandalism of the Companys installations from 17 in 2008 to 31 in 2009 and this remains a major cause of concern. The increase was attributed to numerous incidents of theft of steel members from CECs pylons. Repairs were carried out on the vandalized equipment and, as a result, the security of the power system was not compromised. We are happy to report that the Company was accorded full membership of the Southern Africa Power Pool (SAPP) in November 2009. Our membership will enhance the status and influence of the company within the SADC region, and provide a basis for undertaking projects on a regional basis, including power trading and investment in transmission and generation facilities that have a regional impact.
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Customer Relations
Good relationships were maintained with CECs mining customers and other stakeholders during the year. This was accomplished through regular monthly interactive meetings and communication with industry-wide bodies. The global copper price showed a steady upward trend throughout the year, exceeding the $6,000 per tonne mark by year end. Consequently, total mines power consumption showed a very slow but steady upward trend from the third quarter of 2009.
performance. Tool Box Safety Talks were identified as an extremely important part of achieving a safe working environment. Specific training was conducted for frontline supervisors and mechanisms for measuring compliance have been put in place. A company-wide Good Housekeeping Assessment was undertaken to ensure that CEC maintains good order in the workplace. Awards were issued to sections that achieved excellence in this area.
Our safety performance continues to be maintained at a satisfactory level. There were no fatalities during the year. However, four lost time accidents were recorded compared to zero in 2008. This increase is of concern and will be a focus area for 2010. There was a reduction in the number of system breaches and permit withdrawals, from four and six respectively in 2008 to three for both parameters in 2009. Road traffic accidents increased (10 in 2008, 11 in 2009) while road traffic incidents reduced (40 in 2008 versus 39 in 2009). The Company has maintained good performance in environmental management and complied with all statutory requirements for reporting and license renewals.
Employee Welfare
Cordial employee relations were maintained companywide throughout the year. We are happy to report that, even with the challenges of economic uncertainty that the business experienced, retrenchment of staff was not required. The Rollback Malaria and HIV and AIDS workplace programmes achieved positive results. Uptake of voluntary counseling and testing (VCT) improved, mainly because of the VCT day that was specifically dedicated to encouraging employees to undertake tests and to know their status.
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The ESIA encompassed a thorough review of the impact of the proposed project on the local community, a review of the National Heritage Conservation Commission and consultations with the local Chiefs and Government departments. The terms of reference for the study were approved by the Environmental Council of Zambia, and a number of public hearings were held at the project site and neighbouring communities. A forestry inventory and assessment of valuable trees was undertaken in conjunction with the Forestry Department. It is expected that the detailed power station design and tendering process will be undertaken during 2010, with a view to commencing construction during 2011. The pre-feasibility study for the site estimated that the station would comprise a 34MW power station, a dam wall 65m in height, an underground power station and a 4km tunnel. The final design parameters will be confirmed once the detailed design has been completed. The final design for the scheme will take into account the optimal balance for peak and off-peak power that will be generated by the station, based on the requirements of the Zambian and regional power market. The North-Western Province of Zambia currently has limited access to electricity, with the majority of towns having no access to the main electricity grid, and some of the towns being supplied through diesel generators that are expensive to run. CEC recognizes that the proposed development of a new power station in the province should facilitate greater access to electricity within the province. Initiatives have, therefore, been taken to identify sources of funding for an electrification programme that will benefit the local people.
providing fibre connectivity to the business community operating in the main commercial centres in Zambia. Realtime purchases bulk bandwidth from Zesco and CEC, who provide a fibre backbone service between the main commercial centres in Zambia. Realtime provides its customers with internet access and Virtual Private Networks, operates a resilient national network and provides radio and VSAT access where fibre has not yet been installed. CEC seconded a number of senior managers into the Joint Venture. The business is operating at arms length from the fibre backbone network operated by CEC on the Copperbelt, which has a separate Carrier of Carriers License. CECs network connects all of the main towns on the Copperbelt and is 540km in length, with a ring topology. The key customer base for the network is the mining companies, commercial banks and cellular service providers.
Future Developments
A number of countries in Southern Africa have interconnected power grids that enable power to flow, for example, from the Inga Power station in the DRC through to South Africa. Zambia is at the centre of this interconnected grid network, and new transmission and generation projects, therefore, have both a national and regional impact. There are, however, two fundamental challenges that face the region as a whole. The first relates to a shortage of generation to meet demand from households, industry, agriculture and mines. The effects of this shortage were last felt in 2008 when there was widespread load shedding throughout the region that was partly alleviated in 2009 due to a curtailment in economic activity, resulting in reduced demand for electricity. The second challenge relates to the limited capacity of the transmission network in Southern Africa that prevents power flowing within the region to the extent necessary to alleviate imbalances in the demand and supply of power within different countries and provinces. CECs future growth strategy is based on seeking concessions to develop generation and transmission projects that will have a positive impact in the region.
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The migration towards cost reflective tariffs in the region is expected to ensure that the investments will provide sufficiently attractive investment returns.
level of debt of the company on which interest was payable during the year. The company entered into a hedging arrangement during the year that fixed the rate of exchange from dollars into Kwacha at a rate of 5,502 for a portion of the Companys Kwacha requirements. As this rate was more favourable than the spot rate for much of the year, an exchange gain of $1.3m was recorded. Earnings increased by 18% to $11.9m from $10.1m the previous year.
Financial Report
The Financial Statements have been prepared in accordance with International Financial Reporting Standards, and accounting policies are consistent with those applied in previous periods.
Statement of Comprehensive Income for the Year Ended 31st December 2009
Revenue reduced by 13% to $154.2m. The decrease was due to a 15% reduction in sales to the mines, totaling $142.8m compared to $167.9m the previous year. However, there was a compensating 30% increase in domestic wheeling income to $10.6m, largely as a result of the commencement of supplies to the Frontier Mine. Cost of sales, which mainly comprise purchases from Zesco under the Bulk Supply Agreement decreased by 13% to $111.8m. The Gross Profit decreased by 14% to $42.4m. Other income increased by 176% to $6.1m, largely due to a reduction in obligations to refund customers for the costs of connection assets that were pre-financed by customers, but also due to an increase in sundry revenue and telecoms revenue. Operating costs reduced by 11% overall to $30.7m compared to the previous year operating costs of $34.4m. Within operating costs, there was an 18% reduction in personnel costs to $10.7m and a 36% reduction in stores and maintenance costs to $1.7m. However, there was a 67% increase in other operating costs from $4.9m to $8.3m. Included within other operating costs were a number of non-recurring costs including $1.6m expenditure on undertaking the feasibility study of the Kabompo Gorge hydro project, and $2.0m of non-recurring legal costs. Interest payable decreased by 33% to $1.8m due to a reduction in US LIBOR, and a reduction in the average
Statement of Changes in Equity for the Year Ended 31st December 2009
The opening equity of $39.6m was increased by $3.7m to $43.3m due to a prior year adjustment arising from a clarification of tax provisions relating to previous years tax liabilities. Equity increased through the creation of a revaluation reserve of $113.1m and profit for the year of $11.9m, reduced by dividends declared and paid of $10.0m. The closing equity was $158.3m, an increase of 300%.
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for property and $103.2m for primary transmission equipment. The increase has been reflected in the balance sheet through an increase in the value of property, plant and equipment, with a corresponding increase in equity through the creation of a revaluation reserve of $113.1m. The value of property plant and equipment increased from $125.4m at 31st December 2008 to $236.2m at 31st December 2009, an increase of 90%. The movement was mainly attributable to the revaluation in fixed assets of $113.1m, $7.3m of capital expenditure and a depreciation charge of $9.6m. Trade and other receivables reduced by 9% to $30.7m, which demonstrates an improving trend in the collection of receivables from customers. Trade and other payables reduced by 22% to $24.6m as the Company made progress in reducing creditor days, and maintaining current on payments to Zesco. Total interest bearing loans at 31st December 2009 totaled $39.3m comprising outstanding amounts on facilities with: (i) Citibank and DEG, under a general corporate facility to fund capital expenditure of $26.1m at 31st December 2009, of which $5.9m plus accrued interest will be repayable during the financial year ended 31st December 2010; African Life Financial Services, to fund capital expenditure and working capital, of $10.0m at 31st December 2009; and Development Bank of Southern Africa, related to the cost of constructing a substation to supply power to Chambishi Metals, of $3.2m at 31st December 2009.
at the previous year end (restated for a prior year adjustment). The increase was attributable to the creation of a revaluation reserve arising from the revaluation of property, plant and equipment and an increase of $1.9m in retained earnings following the declaration of dividends for the year. Overall, total assets had increased by 53% to $274.7m at 31st December 2009 compared to $179.0m at the previous year end.
Net cash inflows from operating activities increased by 12% from $10.4m to $11.7m. Investing activities included expenditure of $7.3m on property, plant and equipment, and an investment of $2.0m in the Realtime telecommunications joint venture. The debt obligations of the Company were reduced by $7.0m through repayments of facilities with DEG, Citibank and DBSA. A total dividend payment of $10.0m was made during the year. The cash balance at 31st December 2009 was $2.3m compared to $16.3m at the previous year end.
(ii)
(iii)
Statement of Cash Flows for the Year Ended 31st December 2009
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Acid Test Ratio 1.40 1.20 1.00 0.80 0.60 Times 0.40 0.20 0.00 2005 2006 2007 Year 2008 2009
60,000 50,000 40,000 30,000 20,000 Gross Profit 10,000 2005
Gross profit
2006
2007 Year
2008
2009
Return on Assets 7% 6% 5% 4% 3% 2% Return on Assets 1% 0% 2005 2006 2007 Year 2008 2009
35,000 30,000 25,000 20,000 15,000 EBITDA 10,000 5,000 0 2005
EBITDA
2006
2007 Year
2008
2009
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Earnings Per Share 1.40 1.20 1.00 0.80 0.60 EPS in Cents 0.40 0.20 2005 2006 2007 Year 2008 2009 200,000 180,000 160,000 140,000 120,000 100,000 80,000 US$`000 60,000 40,000 20,000 0 2005 2006
Revenue
Revenue
2007 YEAR
2008
2009
Profit Before Interest and Tax 25,000 20,000 15,000 10,000 US$`000 5,000 0 2005 2006 2007 Year 2008 2009 PBIT
usd/ton
2008 2009
June
March
July
Feb
April
Aug
Sept
May
Nov
Jan
Oct
Dec
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Directors Report
The Directors have pleasure in submitting to the shareholders their report and the financial statements for the year ended 31 December 2009. The Companys principal business is the generation, transmission, distribution and sale of electricity and telecommunication service provision. In the quest to develop the telecommunication business, the Company signed a joint venture agreement with RTAA (Proprietary) Limited on 11th February 2009 to acquire a 50% interest in Realtime Technology Alliance Africa Limited (Realtime).
Capital Expenditure
CECs capital expenditure programme has been developed in line with the Companys strategy of minimizing business risks, enhancing customer satisfaction and ensuring future business activities. In this regard, the major categories of expenditure include emergency generation equipment, transmission and distribution equipment, protection and metering equipment, safety health and environmental (SHE) equipment, IT, vehicles and communication and control equipment. Through its continuous capital expenditure programme, CEC achieves continued refurbishment of the Gas Turbine Alternators (GTAs) to improve reliability of standby power plant. Replacement of system assets that have reached the end of their useful lives is undertaken to meet required high standards of SHE compliance.
Directors Report
Financial results
The turnover for the year was US$154 million (2008: US$177 million). The gross profit was US$42 million (2008: US$49 million). The Table below presents a financial summary of key indicators for the five year period to 2009. Key Statistics Sales ($000) Gross profit ($,000) Profit before interest and taxes ($,000) Acid test ratio (Times) Return on equity EBITDA ($,000) Total assets ($,000) Earnings per share (Cents) Return on assets Net profit ($,000) Equity ($,000) Current assets ($,000) Inventory ($,000) Current liabilities ($,000) 2009 154,169 42,371 19,126 0.95 8% 28,682 274,711 1.19 4.4% 11,920 158,273 36,500 3,506 34,847
2008 177,486 49,526 17,222 1.26 26% 26,419 178,977 1.01 5.7% 10,143 39,573 53,579 3,443 39,786
2007 131,746 38,746 13,306 1.24 16% 22,152 150,745 0.73 4.6% 7,251 45,630 35,151 1,307 26,149
2006 127,280 37,383 12,745 0.67 12% 21,293 131,453 0.79 6.0% 7,915 65,680 17,395 1,136 24,332
2005 122,164 36,367 15,240 0.74 12% 24,202 136,505 0.82 6.0% 8,241 68,021 19,746 1,028 25,206
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In addition to its planned capital expenditure for the maintenance, renewal and refurbishment of its network and associated facilities CEC undertook further projects related to (i) rehabilitation of Arthur Davies Stadium (US$574,000), (ii) telecommunication optic fibre installation (US$257,000), (iii) procurement of heavy equipment for way leave roads rehabilitation (US$725,000) and (iv) procurement of critical system spares (US$700,000). The total capital expenditure for the year was US$7.332 million.
a year; in March and August. Dividends of US$4,000,000 and US$6,000,000 were paid on 3rd April and 25th September 2009 respectively. Retained profit taken to reserves at 31 December 2009 was US$11.920m.
Operations
During the year all purchases of electrical power were from ZESCO Limited under the Bulk Supply Agreement. Electricity supplies from this source accounted for 99.99% of the total requirements. The balance was supplied from the Companys Gas Turbine Generating plants. A supply shortfall to CEC was however experienced during the year due to generator outages leading to nationwide load shedding measures that were put in place by ZESCO. CEC on its part was called upon by ZESCO to reduce its demand from time to time to help mitigate the situation. Sales of electrical energy to CEC customers totalled 3,339 GWh, a reduction from 3,981 GWh sales the previous year due to the low commodity prices on the international market The total energy import into the network was 5,061 GWh of which 3,450 GWh was the Company purchases while 1,611 GWh was wheeled for ZESCO. International wheeling was mainly dictated by the power export requirements from SNEL in DRC to Frontier Mine, ZESA in Zimbabwe and ESKOM in RSA. The operations of the Companys high-voltage transmission and distribution system were maintained to a satisfactory standard. Further a satisfactory security of supply from ZESCO was generally maintained throughout the year. However, there were two major occurrences resulting in interruptions of supply, one arising from the ZESCO system during the month of June and the other from the DRC/SNEL network in September. Thefts and vandalism of the Companys installations continued to be a major cause of concern. There was an increase in the number of theft/vandalism cases on
Insurance
The Company has insured its operational assets against all significant business risks. The Company also maintains insurance for its Directors in respect of their duties as Directors of the Company. Besides the foregoing, the Company has cover for employers liability, public and product liability, group personal accident, motor vehicle insurance and group life assurance. These policies are renewable and run from 1st May to 30th April of the following year.
Directors Report
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CECs electrical installations. The Company continued to put in place stringent security measures to ensure that the security of the power system is not compromised
Zambian Energy Corporation (Ireland) Limited ZCCM Investments Holdings PLC Private Individuals/ Institutions Government of the Republic of Zambia (Golden Share)
Directors
The Directors who served during the year and at the date of this report were as follows: Hanson Sindowe Helen Tarnoy Peter Mumba Neil Croucher Michael Tarney Chairperson Deputy Chairperson
Directors Report
Irene L. Ngandwe Standwell C. Mapara Abel Mkandawire Jean Madzongwe Emmanuel Mutati Munakupya Hantuba Jonathan M Muke William S. Musama John K. Kaite
With the exception of Stanbic Bank Limited ,who are bankers for the Company, and Madison General Insurance Company Limited, who provide insurance services in which companies Hanson Sindowe and Abel Mkandawire are Directors respectively, the Company did not enter into contracts with any Company where a Director has material interests.
Share Capital
The authorised share capital of the Company is US$100,001, divided as follows: 1,000,000,000 Ordinary shares of a par value of US $0.0001 each 1 Special Share of US $1.00 held in the Company by the Government of the Republic of Zambia As at 31 December 2009, the shareholding was as follows:
The decrease in employee numbers in December reflected the non renewal of contracts for contractual employees whose duties related to capital projects as there was a reduction in capital activities in the year 2009.
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Industrial Relations
A sound industrial relations climate continued to prevail in the Company during the year and no work stoppages were experienced. Cordial relations continued to be maintained with the Mine workers Union of Zambia (MUZ).
with the completion of works in the Democratic Republic of Congo. An environmental impact assessment and environmental management plan were prepared and have been implemented in line with local and international regulations. The Company was granted the right to undertake a feasibility study to develop the Kabompo Gorge hydro site in the 4th quarter of 2008. The study formally commenced in 2009, and the final report is expected by the end of February 2010. The study comprised a detailed assessment of the hydrological, topographical and geological aspects of the site, an environmental impact assessment and a number of meetings with the affected communities and Government institutions in North Western Province. If the final report demonstrates that the project is viable, it is expected that the detailed site design, tendering and financing process for the project will be undertaken during 2010. The Company signed a joint venture agreement with RTAA (Proprietary) Limited on 11th Feb 2009 to acquire a 50% interest in Realtime Technology Alliance Africa Limited (Realtime). The transaction was completed in July 2009. The Company has secured regulatory consent from Zambia Competition Commission in respect of the joint venture. Realtime specializes in installing fibre in metropolitan areas in Zambia. The Company also extended its own fibre network on the Copperbelt that is subject to a separate Carrier of Carriers license.
Developments
The fall in the copper price to below US$3,000 per metric tonne at the end of the 4th quarter of 2008 resulted in a number of the mining operations supplied by CEC being placed under care and maintenance during 2009. However, a recovery of copper prices to more than US$6,000 per metric tonne by mid2009 resulted in a re-commencement of mining development activity, and a number of the operations placed under care and maintenance had recommenced operations by the 4th quarter of 2009. Transmission assets to a value of US$35m have been commissioned in CECs Northern Area to facilitate the supply of power to Konkola Copper Mines (KCM) for the supply of power to a new smelter at Nchanga, and new deep mine at Konkola. The assets were financed by KCM and remained in the ownership of KCM at the year end, but are expected to be transferred to CEC in 2010 following signature of the final hand-over certificate by the prime contractor, ABB Finland. CEC has signed an agreement with KCM to re-pay the cost of the assets over a number of years provided that threshold targets for the incremental sale of electricity from CEC to KCM are achieved. A number of families were required to be relocated as a result of the construction of a new transmission line in Konkola, and the Company constructed alternative accommodation for the affected families in the vicinity. The Company completed agreements with Congolese utility SNEL and its financier, the World Bank to commence construction of the Zambian section of a dual circuit 220kV interconnector between Zambia and the Democratic Republic of Congo. The construction of the line has been advertised for international competitive tender and the project is expected to cost US$16.2m. Construction of the project is expected to commence by mid-2010, and commissioning of the line is expected by the second quarter of 2011 to coincide
The Company has a department responsible for identifying new projects, and is currently undertaking an evaluation of opportunities in the supply of power to mines on the Copperbelt and elsewhere, the construction of transmission, generation and telecommunications infrastructure and the provision of operations and maintenance services.
Directors Report
23
in the Electric and Electronic Department of the University of Zambia was completed at a cost of US$35,000. Repair works at the Arthur Davies Stadium were also undertaken during the year. A project to construct a fitness center and gym for employees and wider community was completed and commissioned during the year In addition, renovations were made to the Mulenga Community School of Kitwes Mulenga Township, one of our communitys less privileged areas. Monetary and material donations were also given to worthy causes. The total cost for donations in 2009 was US$16,471.
prevalence survey was conducted by Afya Mzuri and the key findings of the survey were communicated to all employees. The Company renewed its membership as a Global Development Alliance partner, a partnership that aims at developing and implementing effective workplace HIV/AIDS programmes. The Company continued with its roll back malaria programme of spraying homes in most parts of Kitwe in collaboration with the Kitwe District Management Team and other organisations and also distributed mosquito nets to employees.
Environmental Matters
The Company was granted all environmental permits and licences relevant to the Companys business operations by the Environmental Council of Zambia following acceptable pre-license verification inspections. The Company achieved 100% compliance with the statutory emission limits for its emergency generation plant. The relevant environmental requirements relating to the 2nd DRC Zambia Interconnector and the Kabompo Hydro Power Projects were adequately met. Construction of eight houses for resettlement of households that were in contravention of the safety requirements relating to settlement near CECs transmission line in the Northern Area Expansion project was completed during the year.
Directors Report 24
Board Committees
The Board has established committees to oversee various aspects of the Companys business and operations. The Board has delegated its authority on certain defined areas to these committees. The committees are comprised of Executive Directors, Non-Executive Directors and Senior Management. The meetings of the respective committees are chaired by a Non -Executive Director. Reports of committee meetings are submitted at each Board meeting.
Executive Committee
The Board of Directors has an Executive Committee whose role is to oversee the major operations of the business including key customer issues, stakeholder management, financial performance, capital projects and management issues. The Committee comprises six members and is chaired by Helen Tarnoy, the Deputy Chairperson of the Board.
In December 2009, Corporate Governance Policy sensitization was conducted for employees at all levels of the Company. During the year under review the Board membership comprised twelve Directors, three of whom were Executive Directors and the others were Non Executive Directors. The Board has three independent Non Executive Directors in its membership whose appointment is undertaken by all Shareholders. The Board has an Executive Chairperson and a Non Executive Deputy Chairperson in accordance with the Companys Articles of Association and the LuSE Code
Audit Committee
During the year under review the Audit Committee provided valuable oversight on the effectiveness of the Companys financial reporting, internal control policies, risk management systems, compliance management systems,
Statement on Governance
25
and the internal audit function. The Audit Committee reviewed and endorsed the CEC Financial Statements for approval by the Board and recommendation to the Shareholders. The Committee comprises three Non-Executive Directors. Appropriate members of Senior Management attend committee meetings. The committee is chaired by Jonathan Muke.
of regulatory and environmental milestones regarding the CEC Expansion Projects i.e. the KEP Relocation Action Plan and the Kabompo Hydro Power Generation ESIA Programme. The Committee attended a workplace HIV/AIDS information dissemination workshop that was delivered by Afya Mzuri during the August 2009 meetings.
Nominations Committee
The Committee is tasked with the responsibility of considering appointments to the Board and making recommendations for approval of the three independent Directors, whose appointments are undertaken by the Shareholders. The Committee is chaired by the Chairperson of the Board, Hanson Sindowe and comprises Executive and Non Executive Directors. During the year, the committee met to discuss the reappointment of the three independent Directors to the Board.
Statement on Governance
Auditors
At the last Annual General Meeting of the shareholders of the Company, Messrs Grant Thornton were appointed as auditors of the Company. In accordance with the Companys Articles of Association, Messrs Grant Thornton will retire as auditors of the Company at the conclusion of the forthcoming Annual General Meeting. Messrs Grant Thornton offer themselves for reelection. By order of the Board
26
(b)
(c)
The directors are responsible for keeping proper accounting records, which disclose with reasonable
27
Opinion
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
In our opinion, the financial statements of Copperbelt Energy Corporation PLC as of 31 December 2009 have been properly prepared in accordance with the Companies Act 1994, and the accounting and other records and registers have been properly kept in accordance with the Act.
Chartered Accountants
28
Profit for the year Other Comprehensive Income: gross gains/ (loss) on cash flow hedges Income tax relating to other comprehensive income Total comprehensive income for the year 11(a)
(462) 11,920
Earnings per share Weighted basic and diluted earnings per share (cents)
12
1.19
1.01
Cost of sales
(127,960)
29
Balance at 31 December 2008 As previously stated Prior year adjustment As restated Revaluation increase Comprehensive income for the year Dividend paid Balance at 31 December 2009 100 - 100 - - - 100 148 - 148 - - 148 - - - 113,080 - 113,080 39,325 3,700 43,025 - 11,920 (10,000) 44,945 39,573 3,700 43,273 113,080 11,920 (10,000) 158,273
The prior year adjustment is in respect of a prior period error in the computation of the company tax losses in the period since 1 April 2002 which was over stated by US$3.7 million (note 22). Retained earnings are the carried forward recognised income, net of expenses, of the company plus current years profit attributable to shareholders. The share premium relates to the excess amounts received on the issue of share capital net of pre-incorporation costs. The revaluation reserve represents change in value for Land and Building and Primary Transmission Network. Land and Building increased in value by US$9,876,000 following a revaluation by external valuers. Primary Transmission Network increased in value by US$103,204,000 following a revaluation by Internal valuers using Depreciated Replacement costs. The Replacement costs were provided by independent suppliers of the various components of the Primary Transmission Network.
30
100 148 - 43,025 43,273 39,262 18,800 3,300 1,955 32,601 95,918 7,059 31,491 - 1,236 39,786 135,704 178,977
100 148 49,082 49,330 32,597 4,690 3,300 2,093 32,586 75,266 2,703 20,868 2,578 26,149 101,415 150,745
31
(Decrease)/increase in payables Decrease in provisions Interest paid Income tax paid Net cash inflows on operating activities Investing activities Acquisition of property, plant and equipment Investment in a joint venture Proceeds from disposals of assets Interest received Net cash outflows from investing activities Financing activities Repayment of loans Loans received Dividends paid Net cash outflow from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at 1 January Exchange loss Cash and cash equivalents at 31 December Represented by: Bank balances and cash Bank overdrafts
(7,332) (6,883) (2,000) 132 98 859 702 (8,341) (6,083) (6,959) - (10,000) (16,959) (13,642) 16,314 (373) 2,299 2,299 - 2,299 (3,979) 15,000 (16,200) (5,179) (890) 17,472 (268) 16,314 16,314 16,314
32
The Company
Copperbelt Energy PLC is a company domiciled in Zambia. The companys principal business is the generation, transmission, distribution and sale of electricity.
The principal accounting policies applied by the company in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of presentation The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements are presented in accordance with IAS 1 presentation of financial statements (Revised 2007). The company has elected to present the Statement of Comprehensive Income in one statement. They have been prepared under the historic cost convention, as modified by the revaluation of financial assets and liabilities at fair value through profit and loss. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the companys accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. (i) Amendments to published standards effective in 2009 In 2009, the following new and revised standards and interpretations became effective for the first time and have been adopted by the company where relevant to its operations. The comparative figures have been restated as required, in accordance with the relevant requirements: IFRS 2 (amendments) IFRS 3 (amendments) IFRS 8 IAS 1 (revised) IAS 16 (amendment) IAS 19 (amendment) IAS 21 (amendments) IAS 27 (amendments) IAS 31 (amendments) IAS 32 (amendments) IAS 36 (amendments) - - - - - - - - - - - Share based payments Consolidated and separate financial statements Operating segments Presentation of financial statements Property, plant and equipment Employee benefits Borrowing costs Consolidated and separate financial statements Interest in joint venture Financial instruments Presentation Impairment of assets
2.
33
Interpretations to published standards that are not yet effective: The following interpretation and amendments to existing standards have been published and are mandatory for the companys accounting periods beginning on or after 1 January 2010 or later periods or are not relevant for the companys operations: Effective for reporting period starting on or after 1 January 2010 1 January 2010 1 January 2010 1 January 2010 1 January 2010
Standard or Interpretation IAS 1 IAS 7 IAS 17 IAS 39 IFRS 8 Presentation of financial statements (amendments) Statement of cash flows (amendments) Leases (amendments) Financial instruments (amendments) Operating segments (amendments)
Based on the companys current business model and accounting policies, management does not expect material impact on its financial statements when the standards or interpretations become effective. The directors have assessed the relevance of these amendments and interpretations with respect to the companys operations and concluded that they may not be relevant to the company based on the current operations. (b) Revenue recognition Revenue in respect of supply of electricity is recognised upon delivery of power for a given period to customers.
34
35
(ii)
Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the company intends to sell in the short term or that it has designated as at fair value through income or available for sale. Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of debtors and receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to their original terms Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities other than those that meet the definition of debtors and receivables that the companys management has the positive intention and ability to hold to maturity. These assets are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due according to their original terms. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories.
(iii)
(iv)
36
The company first assesses whether objective evidence of impairment exists individually
37
(iii)
(f)
Inventories Inventories are stated at the lower of cost and net realisable value. Cost is calculated on a weighted average basis and includes all expenditure incurred in bringing the inventories to their present location and condition. Net realisable value is the price at which inventory can be realised in
38
(h)
(i)
(j)
(k)
39
(m)
Employee benefits (i) Pension obligations All local employees below 55 years are registered with the statutory defined contribution pension scheme. A defined contribution scheme is a pension plan under which the company pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods. For the defined contribution scheme, the company makes mandatory contributions to the National Pension Scheme Authority. These contributions constitute net periodic costs and are charged to the income statement as part of staff costs in the year to which they relate. The company has no further obligation once the contributions have been paid. Secondly, there is a defined contribution pension scheme, the assets of which are held in a separate trustee-administered fund. The pension scheme is funded by contributions to the pension scheme. The contributions by the company are charged to the income statement in the period to which the contributions relate. The company contributes 10.7% and the employees 5% of the employees basic salary towards the scheme. (ii) Deferred employee benefits The expected costs of providing post-retirement benefits under defined benefits arrangements relating to employees service during the period are charged to the statement of income. Any actuarial assumptions are recognized immediately in the statement of income. In all cases, the pension costs are assessed in accordance with the advice of independent qualified actuaries but require the exercise of significant judgements in relation to assumptions for future salary and pension increases, long term price inflation and investment returns. While management believes the assumptions used are appropriate, a change in assumptions would impact the earnings of the company.
(n)
Provisions Provisions are recognised when: the company has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
40
(p)
(s)
(t)
(u)
3.
(r)
41
4.
The company manages these positions with a framework that has been developed to monitor its customers and return on its investments. 4.1.1 Credit risk The company has exposure to credit risk, which is the risk that a counter party will be unable to pay amounts in full when due. The key area where the company is exposed to credit risk is amounts due from customers. The companys exposure to credit risk is influenced mainly by individual characteristics of each customer. The demographics of the companys customer base, including the default risk of the industry and country, in which customers operate, has less of an influence on credit risk. Approximately 36% of the companys revenue is attributable to sales transactions with a single customer. The company enters into Agreements with new customers, each customer is analysed individually for creditworthiness before credit terms and conditions are offered. The companys review includes trade references from other suppliers, when available, and in some cases bank references. Credit limits are established for each customer, which represents the maximum open amount without requiring approval from the senior management; these limits are reviewed annually. Customers that fail to meet the companys benchmark creditworthiness may transact with the company only on a cash basis. All the companys customers have been transacting with the company for over five years, and losses have occurred infrequently. In monitoring customer credit risk, customer supplies are within the predetermined credit limits, and further supplies are restricted if amounts remain outstanding for more than 60 days regardless of the amount. Trade and other receivables relate mainly to the companys mining customers and other legal entity customers that account for 99% and 1% respectively. Customers that are graded as high risk are those for whom outstanding amounts exceed 60 days, and such customers are placed on a restricted customer list, and future electricity supplies are restricted. The company does not require collateral for trade and other receivables. The company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main component of this allowance relates to individually significant exposures, and a collective loss component is established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment of statistics for similar financial assets.
42
4.1.4
4.1.6
43
5.
6.
Notes to the Financial Statement
Capital charge Telecoms income Write back of provision no longer required Sundry income
Depreciation Personnel and staff related costs (note (8)) Non-executive directors fees and benefits Auditors remuneration audit services Tax services Insurance costs Stores and maintenance Football expenses Bad debts provision Other operating expenses
7.
Operating expenses
8.
9.
Finance income
10.
Finance expenses
2,688 21 2,709
44
11.
Charge for the year: Income tax on taxable profit @ 35% (2008 @ 35%) Deferred taxation
5,319 15 5,334
(b)
(c)
Movement in taxation payable account: At the beginning of the year Charge for the year (note 11(a)) Exchange differences Release of Provision Payments made during the period At the end of the year
(d)
Income tax assessments have not yet been agreed with the Zambia Revenue Authority (ZRA) for the period ended 31 December 2009. A self-assessment system for income tax was introduced for periods subsequent to 31 March 2004. Income tax returns have been filed with the ZRA for the period ended 31 December 2009. Quarterly tax returns for the year ended 31 December 2009 were made on the due dates during the year. 2009 US$000 32,639 774 33,413 2008 US$000 32,650 (49) 32,601
(e) Deferred taxation This represents: Accelerated tax allowances Unrealised exchange losses Analysis of movement: At the beginning of the year Provision made during the year (note 11(a)) At the end of the year
32,586 15 32,601
Taxation at current rate on accounting profit 6,432 Permanent differences: Disallowable expenses - Profit on disposal of assets (31) Timing differences: Capital allowances and depreciation 55 Tax charge 6,456
5,417
45
The calculation of earnings per share is based on: Retained profit for the year attributable to ordinary shareholders; and Number of ordinary shares outstanding during the year. 2009 US$000 Retained profit for the year attributed to ordinary shareholders 11,920 Number of ordinary shares The company has no additional potential shares outstanding. 1,000,000,000
Diluted earnings per share The calculation of diluted earnings per share was based on the profit attributable to ordinary shareholders of US$11,920,000 (2008: US$10,143,000) and a weighted average number of ordinary shares. The denominator used in the calculation for the Basic Earnings per Share (EPS) is 1,000,000,000 for both 2009 and 2008.
46
13.
(a)
Summary
Total US$000 192,604 19,102 (600) 211,106 7,332 47,555 (403) 265,590
Transmission & Transmission & Equipment Capital Distribution Distribution fixtures & Motor work-in Buildings network (Primary) network (Secondary) fittings vehicles progress US$000 US$000 US$000 US$000 US$000 US$000 Cost/valuation At 1 January 2008 10,737 122,704 42,070 5,143 4,725 7,225 Additions - - - - - 19,102 Transfers from CWIP 859 9,147 6,987 1,182 579 (18,754) Disposals - - (105) - (495) - At 31 December 2008 11,596 131,851 48,952 6,325 4,809 7,573 Additions - - - - - 7,332 Surplus on valuation 7,745 39,810 - - - - Transfers from CWIP 1,061 4,936 1,606 847 790 (9,240) Disposals - - - - (403) - At 31 December 2009 20,402 176,597 50,558 7,172 5,196 5,665 Depreciation At 1 January 2008 1,615 52,558 15,866 4,273 2,701 - Charge for the year 253 5,459 2,415 394 677 - Disposals - - (74) - (426) - At 31 December 2008 1,868 58,017 18,207 4,667 2,952 - Charge for the year 263 5,377 2,787 516 610 - Depreciation no longer required (2,131) (63,394) - - - - Disposals - - - - (360) - At 31 December 2009 - - 20,994 5,183 3,202 - Net book value At 31 December 2009 20,402 176,597 29,564 1,989 1,994 5,665 At 31 December 2008 9,728 73,384 30,745 1,658 1,857 7,573
236,211 125,395
47
(a)
(b)
(c) (d)
(e)
(a)
- -
he disposal represents the voluntary liquidation of Power Sports Limited the sponsors of Power Dynamos T Football club.
48
15.
(a)
16. Inventories Fuel Spares and consumables 17. Trade and other receivables Trade receivables Less: impairment of debt Prepayments and deposits Other receivables (a) (a) Employee share ownership plan
2009 2008 US$000 US$000 2,875 631 3,506 27,309 (3,192) 24,117 554 6,024 30,696 2,823 620 3,443 30,214 (4,737) 25,477 563 7,782 33,822
The company approved in 2007 a Share Ownership Plan (ESOP) to allow members of staff to purchase shares in the company at the time of floatation of these company shares. The plan allowed the members of staff to obtain the loans to enable them to purchase shares. The other receivables include US$4.08 million (2008: US$4.8 million) due from employees under the ESOP. The companys exposure to credit, currency and impairment losses related to trade and other receivables are disclosed in note
(f )
18 months to 31 Dec. Interest Country of Assets Liabilities Revenue loss net Name Incorporation US$ US$ US$ US$ US$ Realtime Technology Alliance Africa Zambia 2,909 2,791 3,647 (1,204) 50 2,909 2,791 3,647 (1,204) 50 (b) The company reports its interest in the joint venture using the proportionate consolidation. The companys share of the assets, liabilities, income and expenses of the joint venture are combined with equivalent items in the consolidated financial statements on a line by line. The joint venture financial statements which was acquired on July 2009 have not been consolidated to these financial statements since this is a first year of operation for the joint venture.
49
18.
The companys exposure to interest rate risk and sensitivity analysis for financial assets and liabilities are disclosed in note 26.
2009 US$000
2008 US$000
19.
Share capital
Authorized 1,000,000,000 (2008: 1,000,000,000) Ordinary shares of 0.01 US cents each (2008: 0.01 US cents each) 1 Special Share of 1 US Dollar Issued and fully paid 1,000,000,000 (2008: 1,000,000,000) Ordinary shares of 0.01 US cents each (2008: 0.01 US cents each) 1 Special Share of 1 US Dollar (a)
100 -
100 -
100 -
100 -
The rights relating to the Special Share include the right to convene, receive notice for and attend any general meeting of the company or any meeting of any class of shareholders of the company and to add items to the agenda.
50
Due to: Development Bank of South Africa (DBSA) (note a) Citibank N. A. London, Citibank Zambia and DEG (note b) African Life Financial Services (note c) 3,200 26,062 10,000 39,262 4,300 32,021 10,000 46,321
This relates to the contractual terms of the companys interest bearing loans and borrowings which are measured at amortised cost. The details of the companys exposure to interest rate, foreign currency and liquidity risk is in note 26.
51
1,879 - 1,879
2,948 - 2,948
(a)
The DBSA loan of US$3.2 million bears interest of LIBOR plus 1.9%. The loan is secured on the COSAK sub-station at Chambishi Metals PLC. The principal is repayable in 22 instalments commencing 31 December 2001 and will be fully repaid in 2012.
(b)
The Citibank N. A. London, Citibank Zambia and DEG loan of US$26,061,565 is made up of three tranches (A (US$5,600,000)/ B (US$12,000,000)/ C (US$8,461,539). Tranche A loan bears an interest of LIBOR plus 2.3%, while tranches B and C bear interest at LIBOR plus 2.5%. Tranche A is repayable in 9 equal instalments to end by December 2012, while tranches B and C are repayable in 13 equal instalments to end by December 2014. The US$10 million African Life Financial Services loan bears interest of LIBOR plus 2.5% and will be fully repaid by 2014. The loan has a five year grace period and will be repaid in four semi annual instalments commencing in September 2012.
(c)
52
21.
(b)
The First Quantum Mining and Operations (FQM) long term creditor relates to the procurement of transmission assets in Ndola area from FQM. The credit is interest free and repayment is over ten years. The assets were acquired in December 2008. At the inception of the agreement, the company recognised an asset and liability at an amount equal to the fair value of the equipment. The companys exposure to currency and liquidity risk related to trade and other payables is disclosed in note 26.
(c)
2009 US$000
2008 US$000
22.
Provisions
At the beginning of the year As previously stated Prior year adjustments (a) As restated Provision used or released during the year (b) At the end of the year
The provision was made for the tax liabilities for the years prior to 30 April 2002 which were under dispute. (a) The prior year adjustment relate to the over provision.
Following the agreement of tax returns for tax periods 1998/99 to 2007/08, CEC paid $3.3m in October 2009 in respect of the estimated tax liabilities which was under dispute for tax assessments for the tax years from 1998/1999 to 2003/2004
The Mopani Copper Mines (MCM) long term creditor relates to the procurement of upstream transmission assets in Mufulira from MCM. The credit is interest free and repayment is based on achieving milestones for the sale of electricity through these assets. In the year under review no repayment was made (2008: US$ nil). The reduction in liability to MCM represents write back of liability amounting to US$3,786,000 as result of non achievement of agreed power consumption levels. At the inception of the agreement, the company recognized an asset and liability at an amount equal to the fair value of the equipment.
53
54
Present value of unfunded obligation Recognized liability for defined benefit obligation Total employee benefits (iii) Movement in the present value of retirement/redundancy obligations
1,955
At the beginning of the year Retirement provisions Exchange (gain)/Loss Benefits paid At the end of the year Expense recognized in the income statement Current service costs
(iv)
179 179
329 329
24.
1,955
55
The following transactions were carried out with related parties: (i) Amounts due from/(to) related parties (ii) Zambia Energy Corporation
The amount due to Zambia Energy corporation has since been paid post the balance sheet date. Directors remuneration A listing of the members of the Board of Directors is included in the Directors report. During the year, Directors received cash remuneration for services rendered to the company of US$117,076 (2008: US$161,176).
(iii)
Executive management remuneration (Executive management team, excluding directors (shown in (ii) above)) 2009 US$000 1,539 25 - 1,564 2008 US$000 1,350 61 1,411
Short-term employment benefits Post employment benefits Other long term benefits Termination benefits - Total remuneration (iv) Individual shareholders
Three shareholders of the company are also executive directors. The company pays salaries and provides other benefits to three of the individual shareholders that are in employment with the company. (v) Zambian Energy Corporation Limited Two of the Zambian Energy Corporation Limited representatives on the companys Board are also executive directors. Both executive directors are also individual shareholders in the company. The
56
Exposure to currency, interest rate, credit and liquidity risk arises in the normal course of the companys business. (i) Credit risk Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Carrying amount 2009 2008 US$000 US$000 30,695 2,299 32,994 33,822 16,314 50,136
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: Carrying amount 2009 2008 US$000 23,702 415 24,117 25,428 97 25,525
The companys most significant customer, Konkola Copper Mines accounts for US$13,373,342 of the trade receivables carrying amount at 31 December 2009 (2008: US$10,338,173).
26.
Financial instruments
57
0 21 22 45 46 59 Over 60
The movement in the allowance for impairment in respect of trade receivables during the year was as follows: 2009 2008 US$000 US$000 At the beginning of the year 4,737 2,184 Impairment loss charged - 2,553 Write back of impairment loss (1,545) At the end of the year 3,192 4,737 The collectability of receivables is assessed at the balance sheet date and specific allowances are made for any doubtful receivables based on a review of all outstanding amounts at the year end. Bad debts are written off during the year in which they are identified. (i) Liquidity risk The following are the contractual maturities of financial liabilities: 31 December 2009: Carrying Contractual Within 1 to 2 2 to 5 amount cash flows 1 year years years US$000 US$000 US$000 US$000 US$000 Non-derivative Financial liabilities Loans 39,262 39,262 7,159 9,559 14,569 Trade payables 34,690 34,690 21,423 - 13,266 Other payables Total 4,582 78,534 4,582 78,534 4,582 33,164 - 9,559 - 27,835 Longer than 5 years US$000 7,955 - 7,955
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Currency risk Exposure to currency risk The companys exposure to foreign currency risk was as follows based on notional amounts: 2009 US$000 80 161 (4,299) (4,058) 2008 US$000 340 1,129 (2,064) (595)
Trade receivables Other receivables Other payables Balance sheet net exposure The following significant exchange rates applied during the year:
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for each class US$000 24,117 2,299 26,416 (39,262) (21423) (4,582) (65,267) (38,851)
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- - - - - - - - -
- - - - - - - - -
27.
Capital commitments
Capital commitments authorised and contracted for by the directors as at 31 December 2008 amounted to US$2,165,000 (2008: US$2,764,000). And capital expenditure authorised but not contracted for was US$nil (2008: US$nil).
28.
Contingent liabilities
There were no known contingent liabilities at 31 December 2009 (2008: US$nil).
29.
Held to Fair value maturity Loans and investments receivables US$000 US$000
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Directors
Directors
Helen Tarnoy
Neil Croucher
Abel Mkandawire
Emmanuel Mutati
Munakupya Hantuba
Non Executive Chairman: Remuneration
Irene Ngandwe
Jean Madzongwe
Jonathan Muke
Michael Tarney
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Standwell Mapara
Peter Mumba
Julia C Z Chaila
Aaron Botha Director Kabompo Project Silvester Hibajene Strategy & Regulation Director Roland Lwiindi Director International Projects
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BANKERS
Stanbic Bank Corner Obote Avenue P O Box 21600 Kitwe Citibank Zambia Ltd Citibank House South End Cha cha cha Road P O Box 30037 Lusaka Citibank London CitiGroup Center Canada Square Canary Wharf E145LB London
Clara M Musama Investor Relations Manager Phone : Fax : 260 212 244916 260 211 261640
AUDITORS
Grant Thornton 5th Floor Mukuba Pension House Dedan Kimathi Road P O Box 30885 Lusaka
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