18 April 2024
Ferrexpo
plc
("Ferrexpo" or the "Company" or the "Group")
Full Year
Financial Results for 2023
Ferrexpo plc (LSE: FXPO), producer
of premium iron ore pellets for the transition to lower carbon and
green steel, announces its audited financial results for the year
ended 31 December 2023.
Lucio Genovese, Executive Chair of
Ferrexpo, commented:
"Although the war is now in its third year, the 2023 financial
year represents the first full year that we operated during a time
of war. The challenges that we continue to face cannot be
understated, however, our results demonstrate that we have learnt
to be nimble and how to adapt and respond to ever changing
circumstances.
It
is pleasing therefore, that we can report production and sales of
over four million tonnes, equal to the logistics capacity that was
available to us during the year, generating revenues of US$652
million. Our cost of sales on a unit basis fell 8% to US$76.5
per tonne, reflecting better availability and prices for
consumables, and also efficiency gains and cost saving measures.
After positive cash flows from operating activities of US$101
million, we report a firm underlying EBITDA of US$130 million. Even
after investing over US$100 million dollars during the year, it is
also pleasing that we are able to report a year end net cash
position of US$108 million, slightly ahead of the previous
year. In our accounts this year, we have recorded a provision
of US$131 million, which has been recognised to cover any possible
negative outcome that arises from two legal cases that we are
challenging. The effect of this provision is that instead of
reporting a profit of US$46 million we are instead reporting a loss
of US$85 million. With advice from our Ukrainian legal counsel, we
believe that the various claims are without merit and that we have
strong legal arguments to vigorously defend ourselves in
court.
Throughout the year, we worked tirelessly to protect our
people and preserve the integrity of our assets. We
understand that more than ever, we have an important role to play
as a large employer on whom so many people depend, and also the
critical need for our contributions to local communities and the
national economy.
Finally, I want to highlight that the new year has started
well. The increase in demand experienced in December 2023 has
continued in to the first quarter of this year. We have seen good
demand for our premium products in Europe and elsewhere, which
provided us the confidence to start a third pelletiser line.
This means that we have more production flexibility than at any
other time during the war. It also means that we are able broaden
our product mix, including restarting production of DR pellets
again."
Financial highlights
· Revenue 48% lower
at US$652 million due to lower realisable sales resulting from
logistics constraints and a decrease in average iron ore prices
(2022: US$1.2 billion).
· Underlying
EBITDAA fell to US$130 million at an EBITDA margin of
20%, heavily influenced by operating foreign exchange gains of only
US$31 million for 2023 compared to US$339 million in
2022.
· Net cash flows
from operations: remain positive at US$101 million despite the
significant challenges posed by the war (2022: US$301
million).
· US$131 million
effect from provisions to cover possible negative outcome of
ongoing legal proceedings results in a loss of US$85
million.
· Capital investment
of US$101 million, including sustaining and optimisation projects
(2022: US$161 million).
· Net cash position:
improved marginally to US$108 million as at 31 December 2023 (2022:
US$106 million).
Financial
summary
US$ million (unless stated
otherwise)
|
2023
|
2022
|
YoY change
|
Total pellet production
(kt)
|
3,845
|
6,053
|
(36%)
|
Sales volumes (kt)
|
4,174
|
6,183
|
(32%)
|
Iron ore price (65% Fe Index,
US$/t)
|
132
|
139
|
(5%)
|
Revenue
|
652
|
1,248
|
(48%)
|
C1 cash cost of production
(US$/t)
|
76.5
|
83.3
|
(8%)
|
Underlying EBITDA
|
130
|
765
|
(83%)
|
Underlying EBITDA margin
|
20%
|
61%
|
(41pp)
|
(Loss)/profit for the
period
|
(85)
|
220
|
(139%)
|
Debt servicing
|
-
|
42
|
-
|
Capital investment
|
101
|
161
|
(31%)
|
Closing net cash
|
108
|
106
|
+2%
|
The Group operates in an evolving
political, fiscal and legal environment in Ukraine and the risks
associated with this heightened further in 2023 and early 2024. As
result, the Group has recognised provisions totalling US$128
million, including US$124 million for one specific ongoing legal
dispute. See details in Note 2 Basis of preparation and Note 14
Commitments, contingencies and legal disputes to the Consolidated
Financial Statements in respect of the possible impact on the
Group's business activities.
Safety and wellbeing
· Tragically, 14
colleagues were killed serving in the armed forces during 2023,
bringing the total to 34 between February 2022 and December
2023.
· Safety performance
at Ferrexpo's operations remains strong, with a third successive
fatality-free year and lost time injury frequency rate of 0.32
continues materially below the Group's historic trailing
average.
· The Group's LTIFR
has remained at a relatively low level, ahead of the Group's
historical five-year trailing average of 0.69.
Market factors
· The premium 65% Fe
iron ore price added 15% over the year as a whole from January to
December 2023, however, the annual average price for 2023 was 5%
lower at US$132 per tonne compared to 2022.
· The iron ore
pellet market experienced some volatility during the year, with
global pellet supply growing only 1%. Direct Reduction ("DR")
pellet premiums fell by a third to an annual average of US$57 per
tonne (2022: US$87 per tonne).
· C3 freight index,
indicative of global freight rates for iron ore shipments, fell 14%
to US$21 per tonne, reflecting weaker demand in China.
Operational factors
· Iron ore pellet
and concentrate production of 4.2 million tonnes in 2023 (2022: 6.1
million tonnes), comprising 3.8 million tonnes of premium blast
furnace pellets and 0.3 million tonnes of concentrate.
· Operations
continued to ship products to customers throughout 2023, by rail,
rail and barge to customers in Europe, or rail, barge and ship from
alternative Black Sea ports to customers in Europe and
MENA.
· Full year iron ore
sales of 4.2 million tonnes (2022: 6.2 million tonnes), mirroring
available logistics capacity.
· Investment in
growth continues with installation of Group's press filtration
complex, which will increase pellet quality and lower natural gas
consumption per tonne of production.
· C1 Cash Cost of
ProductionA ("C1 costs") fell 8% to US$76.5 per tonne,
due to a reduction in the unit cost of energy such as natural gas
and fuel (principally diesel), partially offset by higher
electricity costs in Ukraine.
· As of late
February 2024, the Group has resumed operations at the third (of
four) pelletiser lines, due to improved logistics access to export
markets.
ESG factors
· Absolute Scope 1
emissions fell by 27% in 2023, in part reflecting lower production
due to war related constraints. Scope 1 emissions on a unit of
basis rose 4%, due to an increased utilisation of alternate
logistics channels for exports, which resulted in an increased
consumption of gasoil.
· Absolute Scope 2
emissions fell by 39%, also due to lower production. On a unit
basis, Scope 2 emissions fell by 11% due to an increased proportion
of electricity being sourced from cleaner sources including hydro
and nuclear power.
· In 2022, DR
pellets represented 6% of all production, resulting in lower Scope
3 emissions for that year. However, in 2023 no DR pellets were
produced. Consequently, Scope 3 emissions in 2023 on a unit basis
increased to 1.33 tCO2/t of pellet production from 1.24
tCO2/t of pellet production in 2022 respectively.
Absolute Scope 3 emissions nevertheless decreased 25% year-on-year
due to the overall lower production in 2023.
· During the year,
the Group completed a Life Cycle assessment and Double Materiality
assessment with its environmental consultants, Ricardo plc. The
Life Cycle assessment independently verified that when a steel
manufacturer uses a Ferrexpo DR pellet, in an electric arc furnace,
to produce a tonne of steel billet, 37% less carbon is emitted
compared to traditional steel production methods. The Double
Materiality assessment combines impact materiality with financial
materiality, providing a more in-depth analysis of what issues are
material to an organisation. The results demonstrated that topics
relating to governance and responsible business were considered the
most important by stakeholders, closely followed by our role in
enabling the transition to green steel and how we can ensure
ongoing employment for our workforce.
· The Group also
published its 8th Responsible Business
Report.
Corporate governance
topics
· On 31 December
2023, Graeme Dacomb resigned as an Independent Non-Executive
Director and as Chair of the Audit Committee. On 1 January 2024,
fellow Non-executive Director, Stuart Brown was appointed as Chair
of the Audit Committee.
· On 22 October
2023, Stuart Brown was appointed as an Independent Non-executive
Director of the Company and as a member of the Audit
Committee.
· On 1 August 2023,
Fiona MacAulay stepped down as a member of the Audit
Committee.
· On 1 July 2023,
Lucio Genovese transitioned from Non-executive Chair to Executive
Chair on an interim basis following the resignation and departure
of Jim North as Group CEO on 30 June 2023.
· On 25 May 2023,
Jim North resigned as Executive Director of the Company.
· On 25 May 2023,
Ann-Christin Andersen resigned from the Board as a Non-executive
Director and Chair of the Health, Safety, Environment and Community
("HSEC") Committee. On 25 May 2023, fellow Non-executive Director,
Natalie Polischuk was appointed as Chair of the HSEC
Committee.
· On 25 May 2023,
Nikolay Kladiev, Group CFO, was appointed as an Executive Director
of the Company.
Principal legal issues and
provision
On 7 December 2022, Ferrexpo Poltava
Mining ("FPM") received a claim in the amount of UAH4,727 million
in respect of contested sureties. These contested sureties relate
to Bank Finance & Credit which the Group previously used as its
main transactional bank in Ukraine. Bank Finance & Credit is
still going through the liquidation process after having been
declared insolvent by the National Bank of Ukraine and put under
temporary administration on 18 September 2015. The counterparty in
this claim alleges that it acquired rights under certain loan
agreements originally concluded between the Bank Finance &
Credit and various borrowers by entering into the assignment
agreement with the State Guarantee Fund on 6 November 2020. The
counterparty further claims that FPM provided sureties to Bank
Finance & Credit to ensure the performance of obligations under
these loan agreements. On 26 January 2024, the Ukrainian court of
appeal has confirmed a claim against FPM in the amount of UAH4,727
million (approximately US$124 million). On 30 January 2024, FPM
filed an appeal to the Supreme Court of Ukraine. The first hearing
scheduled for 20 March 2024 was delayed and was rescheduled for 17
April 2024. The Supreme Court hearing on 17 April 2024 considered
primarily procedural matters and the next court hearing is
scheduled for 27 May 2024. Although the Group remains of the view
that FPM has compelling arguments to defend its positions, the
Group has recognised a full provision totalling US$124 million for
this ongoing legal dispute.
On 25 March 2024, Ferrexpo was made
aware of a court order dated 18 January 2024 in the Ukrainian
Register of Court Decisions regarding restrictions on certain
corporate rights in all of Ferrexpo's Ukrainian subsidiaries. These
restrictions are imposed on 49.5% of the shares in all of
Ferrexpo's Ukrainian subsidiaries except for TIS-Ruda LLC and Nova
Logistics LLC, where the relevant percentages frozen are 24.7% and
25.2% respectively. The restrictions do not affect
ownership of the shares but prohibit their transfer and restrict
the right to use corporate rights for the abovementioned
percentages, including the right to vote. Ferrexpo is not a party
to the proceedings in which the restrictions have been imposed, and
these restrictions were imposed without even notifying Ferrexpo.
The Group plans to file an appeal to cancel these
restrictions.
Stakeholder engagement
activities
Due to the ongoing war in Ukraine,
the Group's management team will not be hosting an open access call
with investors. The Group's management team will, however, be
hosting an analyst briefing at 11:00 UK time today. For those
interested in attending, please contact ferrexpo@tavistock.co.uk. A
presentation will be published
here. The Group expects to host
its Annual General Meeting in May 2024 and will provide an update
at this event.
Alternative Performance Measures
Words with the suffix "A" are
defined in the Alternative Performance Measures - see pages 66 and
67 for more information.
In this report, the terms
"Ferrexpo", the "Company", the "Group", our "business",
"organisation", "we", "us", "our" and "ourselves" refer to Ferrexpo
plc and, except where the context otherwise requires, its
subsidiaries.
For further information please
contact:
Ferrexpo:
|
|
|
Nick Bias
|
n.bias@ferrexpo.ch
|
+44 (0)20 7389 8305
+44 (0)7733 177 831
|
Tavistock:
|
|
|
Jos Simson
|
ferrexpo@tavistock.co.uk
|
+44 (0)20 7920 3150
|
Gareth Tredway
|
|
+44 (0)7785 974 264
|
About Ferrexpo:
Ferrexpo is a Swiss headquartered
iron ore company with assets in Ukraine and a premium listing on
the London Stock Exchange in the FTSE 250 index (ticker FXPO). The
Group produces high-grade iron ore pellets, which are a premium
product for the global steel industry and enable reduced carbon
emissions and increased productivity for steelmakers when the
Group's iron ore pellets are converted into steel, compared to more
commonly traded forms of iron ore. Ferrexpo's operations have been
supplying the global steel industry for over 50 years. Before
Russia's invasion of Ukraine in February 2022, the Group was the
world's third largest exporter of pellets to the global steel
industry. The Group has a customer base comprising of premium steel
mills around the world. For further information, please
visit www.ferrexpo.com.
EXECUTIVE CHAIR STATEMENT
Ferrexpo has demonstrated a strong performance during a time
of war and we should be proud of our achievements. In the
face of extraordinary circumstances, we have continued to
produce, export, and preserve cash.
Dear Shareholders
The challenges that Ferrexpo faced
in 2023 cannot be understated. After two years of war in Ukraine,
our people and our business continue to be severely affected. Our
strategy to move early and right-size our business, so that we are
more responsive to ever changing circumstances, is working. During
the year, we have worked tirelessly to protect our people, preserve
the integrity of our assets, and contribute to local society and
the national economy. In the face of such extraordinary
circumstances, we have continued to produce and export our products
and preserve cash. I believe that the Company has performed
exceptionally well and despite the challenges we should be proud of
our achievements.
War
This announcement covers the
financial year 2023, the second year of war since Russia commenced
its full-scale invasion of Ukraine in February 2022 and at the time
of this announcement it is already the third year.
Beyond the challenges in Ukraine, it
would appear that the wider world is entering a new era of
geopolitical uncertainty. Old conflicts have reignited, new ones
are emerging, and autocratic leaders and their nationalist agendas
are prevailing in and across many countries and regions.
Against this increasingly volatile
and complex backdrop, it is perhaps inevitable, regrettably, that
when it comes to Ukraine, a certain level of 'war weariness' is
starting to appear.
Weariness, however, is not an option
for the people of Ukraine who at no point have lost sight of what
is at stake - the very existence of the Ukrainian state. It is my
observation that the Ukrainian identity has strengthened over this
period, which has bolstered the resilience and commitment of
Ukrainians - who remain as determined as ever.
Reconstruction
Today, even during a time of war,
Ukraine is already considering what sort of state it wants to be
when the war is over, and how to reconstruct its political system,
economy and society as a whole. In December 2023, this thinking
took a decisive direction when the EU opened member accession talks
with Ukraine. Setting a path for the integration of Ukraine into
the EU is the right thing, and one in which Ferrexpo can play a
critical role.
As Ukraine embarks on the task of
economic reconstruction, government and business must work together
to agree on the steps needed to create an investment environment
that will help rebuild Ukraine as quickly as possible and shorten
the path to EU membership. This includes upholding the rule of law,
creating a level playing field for business and gaining the trust
of a new set of investors who see prospects for rapid, sustained
growth in the country after the war. It also means rooting out much
of the corruption that is endemic in Ukraine.
Ferrexpo holds a pivotal position in
shaping Ukraine's future. As a UK-based public limited company, we
uphold governance standards that instil confidence in international
investors, safeguarding their investments. Our commitment extends
beyond financial security; we aim to bolster and expand our
capabilities to drive growth in the Ukrainian economy. With a focus
on producing premium products essential for steel producers'
decarbonisation efforts, especially within Europe, we are poised to
facilitate the growth of sustainable trade between Ukraine and the
EU. Our dedication to this cause marks our distinctive role in
Ukraine's reconstruction. Ferrexpo is uniquely positioned to lead
the charge towards a prosperous and sustainable future for
Ukraine.
People
Our future hinges upon our people -
our steadfast workforce, their families, and the communities we
serve. This commitment unequivocally extends to those members of
our workforce who are bravely serving in the Armed Forces of
Ukraine. We honour their sacrifice and eagerly anticipate their
return to the roles we have preserved for them.
Ferrexpo stands out for its
unparalleled combination of large-scale and top-tier assets within
our industry. However, it is the unwavering dedication of our
workforce that truly fuels the productivity of these assets. So, at
this point, I'd like to express our heartfelt gratitude to each and
every member of our team for their tireless efforts and unwavering
determination.
I am deeply saddened that 14 of our
colleagues were killed serving in the Armed Forces of Ukraine in
2023, bringing the total to 34 since February 2022. We bow for each
of these brave souls. May they rest in peace and be remembered for
their extraordinary courage and sacrifice. At the date of this
announcement, 641 of our colleagues are serving in the armed
forces, equal to 9% of our total workforce
Safety and wellbeing
Throughout the year, Ukraine has
continued to face regular attacks from Russia, influencing how we
ensure the wellbeing of our people, who remain our primary concern.
We are committed to ensuring their safety and offering
comprehensive physical and psychological support during these
challenging times. Examples of this include providing protective
clothing for those serving in the armed forces, building bomb
shelters for those working in industrial functions, the provision
of meals for those on longer shifts, permitting those in
administrative functions to work from home and offering childcare
in safe bomb shelters. We continue to provide broader assistance
through our humanitarian aid programmes, which have provided
housing, food and medicine, funded the donation of equipment, and
support programmes and initiatives.
Safety must be thought of in new and
broader terms. For example, as the war evolves we are starting to
see people return from the armed forces. The rehabilitation of
veterans into the workforce is challenging, especially for those
with physical and mental injuries. We have helped with physical
rehabilitation, including prosthetics, and emotional trauma. This
extends to support for family members too. It is our role to
foresee and adapt to these changes, so that we can continue to keep
our people as safe as possible and support their
wellbeing.
Skills
The enlisting of such a large amount
of our Ukrainian workforce, particularly those with technical
skills, has had an inevitable impact on our human and operational
capacity. The workforce that remained on site have proven
remarkably agile and flexible, ensuring the continuity of all
activities. Our training centres have risen to the challenge to
help people develop new skills, including internally displaced
people joining our workforce, and for others learning to upskill
and cross-skill, to provide the optimum flexibility across our
workforce.
The determination of our employees
has proven invaluable in overcoming some disruptions to vital
infrastructure, an inevitable eventuality of Russia's regular
attacks on Ukraine. While we did suffer some downtime as a result
of damage to electricity transformers, roads and bridges, our
speedy repairs, sometimes working with various authorities has
meant that operational disruptions were mostly short
lived.
Assets and logistics
Thanks to the resilience of our
employees the Company's assets remain intact and operational.
Together, we have continued to seek to preserve Ferrexpo's
underlying value as well as the Company's significance for the
Ukrainian economy.
During the year, we continued to
invest in our assets, such as the construction and commissioning of
the press filtration complex, to improve the quality of our
products. Resources have been devoted to undertaking desktop
reviews and engineering analysis. By completing these studies at a
time of considerable constraint, we will not only be in a far
better position to recommission production in the future, but also
have more clarity when we reinitiate upgrade and expansion
projects. We will continue with this advanced preparatory work into
2024.
Limitations on our logistics
corridors have again constrained our ability to export,
which forced us to limit production levels. We have been
able to operate one, sometimes two, of our four pellet lines to
match the reduced export capacity available to us. The lack of
access to Black Sea export routes, in particular, sharply reduced
opportunities to export product volumes to the Middle East and
Asia, however, this has started to ease since early
2024.
Thanks
There were some Board changes during
the year. Ann-Christin Andersen and Graeme Dacomb resigned from the
Board and I would like to express my thanks to both. I would also
like to extend my thanks to Jim North who stepped down as CEO in
April 2023. I had the pleasure over eight years to observe the
tremendous positive impact Jim had on modernising and expanding
Ferrexpo. Jim is both a pragmatic realist and a visionary, and he
possesses the rare balance of being technically brilliant and a
skilful diplomat. The war impeded his objectives to grow Ferrexpo
towards an annual net-zero production of 24 million tonnes,
but he has left us a road map that we will resume when the time is
right.
Following Jim's departure I assumed
responsibility as an interim Executive Chair, leading the business
with an experienced Executive management team whom in 2024 will
celebrate working at Ferrexpo for a collective 100 years, and in
the industry for 150 years. As I said in last year's report when I
was Non-executive Chair, strong governance is essential now more
than ever, and whilst my interim role as an Executive Chair is
admittedly a combined role, we do not believe now is the right time
to make any significant management changes.
Finally, I wish to thank each and
every one of our employees as well as our local communities for the
bravery and resolve they have continued to show in the face of such
fierce adversity and express my gratitude to all those associated
with Ferrexpo for their contribution and continued support over the
past 12 months.
Lucio Genovese
Interim
Executive Chair, Ferrexpo plc
CHIEF FINANCIAL OFFICER
STATEMENT
The challenges of the last year have
accelerated our learning and adoption to make us more agile
and responsive to ever changing circumstances.
The cohesion shown by our employees across the business
demonstrates a team that is unified and working together to
overcome any challenges that they face.
Dear Stakeholders,
As we reflect on 2023, another year
blighted by Russia's ongoing invasion of Ukraine, I am proud that
we are able to report operating and financial results that reflect
the determination of our people in these difficult times. The
cohesion shown by our employees across the various departments of
the business demonstrates a team that is unified and working
together to overcome any challenge they face. This fortitude has
made us stronger and allows us to understand what our people and
operations are capable of.
While the challenges of the past
year have been formidable, they have also accelerated our learning
and adaptation, making us more agile and responsive to the ever
evolving situation on the ground. As we started 2023, we once again
faced significant uncertainties surrounding the energy supply in
the winter months, given previous attacks on the electricity grid
and other infrastructure. This compelled us to manage our working
capital and stocks effectively to mitigate the potential risk of
blackouts while ensuring we could fulfil our obligations to
customers.
Pleasingly, the team's cohesiveness,
coupled with our proactive planning ahead of time meant we were
able to manage through this uncertain start to the year. As we
headed for the second quarter, and bolstered by a strong liquidity
position, we seized market opportunities and restarted an
additional pelletiser, thereby increasing our production capability
and flexibility.
With stable production from the
first pellet line, and an initial contribution from the second
pellet line, total iron ore pellet production for the first half
was almost 2 million tonnes, a 57% increase compared to the second
half of 2022. Unfortunately, any expectations for further growth in
production and sales in the second half of the year were thwarted
by the continued inability to use the Black Sea for exports, which
would have justified us further expanding capacity for exports to
the Middle East and Asia.
Despite these setbacks, we adjusted
our operational plans swiftly, leveraging alternative routes into
Europe and other Black Sea ports, to maintain sales levels while
reducing production to align with market conditions. As a
result, we ended the year producing at the logistics capacity
available to us at 4.2 million tonnes of pellet and concentrate
production.
In terms of budgeting, we
encountered some surprises, notably in logistics challenges and
costs, however iron ore prices were strong in the final quarter
helping to offset these costs. Indeed, for the year as a whole our
unit costs reduced. All in all, thanks to years of investment prior
to the war, our quality assets and premium product range continues
to ensure our net cash position.
It was important that throughout
2023, we maintained a prudent approach to cash allocation, focusing
on key operational and capital projects essential for sustaining
our business amid volatile wartime conditions.
The Group operates in an evolving
political, fiscal and legal environment in Ukraine and the risks
associated with this heightened further in 2023 and early 2024. As
result, the Group has recognised provisions totalling US$128
million, including US$124 million for one specific ongoing legal
dispute. See details in Note 2 Basis of preparation and Note 14
Commitments, contingencies and legal disputes to the Consolidated
Financial Statements in respect of the possible impact on the
Group's business activities.
Looking ahead to the start of the
new year, we remain cautiously optimistic. In particular,
logistics costs have improved, providing us with a favourable
environment to capitalise on market opportunities.
As we navigate the complexities of
operating in a dynamic geopolitical landscape, our focus remains on
building resilience, optimising our assets, and enhancing
operational flexibility. Our high quality assets have been
instrumental in providing stability amidst uncertainty,
underscoring the importance of prudent investments made in the
past.
In conclusion, while the road ahead
will no doubt continue to present its share of challenges, we are
confident in our ability to navigate through uncertainty and are
prepared to continue delivering the embedded value in our quality
assets to our shareholders. We appreciate your continued support
and trust as we navigate these uncertain times.
Nikolay Kladiev
Chief
Financial Officer, Ferrexpo plc
OPERATING DURING A TIME OF
WAR
The full-scale invasion of Ukraine commenced
on 24 February 2022. With all our production
based in Ukraine, our workforce and operations
are affected by the ongoing war. In this section we
explain how the war is affecting our people and
how we are managing the business at this
time.
People
The safety and wellbeing of our
people is paramount, especially during a time of war. At the end of
2023, our Ukrainian workforce comprised 6,432 employees and 933
contractors. In addition, 641 colleagues are currently serving in
the Armed Forces of Ukraine, whom we support on an ongoing basis
with safety equipment, clothing and other essentials throughout the
time that they are in the military.
As the war progresses, the
availability of people and skills is becoming more complex. More
members of our workforce are being conscripted to join the armed
forces. Ferrexpo employees are attractive candidates because they
possess the technical and mechanical skills that the army needs,
the very skills that are critical to our production
processes.
During 2023, more than 700 employees
resigned or left our business. Although our operations are over 250
kilometres from the front lines, many have chosen to leave the
region and move to the far west of Ukraine or abroad. This is in
addition to the 900 or so that left in 2022.
The business continues to carry a
large workforce while operating at a reduced capacity. This means
that to date there has been the sufficient amount of people to
continue operations. As the business continues to restore idled
capacity, many employees are back to a full working week, with some
already working overtime. We are also recruiting more people,
including younger and older people, and more women. At our Ferrexpo
Technical Expertise Centre, multiple initiatives have been
established to upskill, cross-skill and reskill employees,
including fast tracking vocational training and qualifications
programmes.
In 2023, 67 colleagues were
demobilised from the armed forces, 46 of whom have returned to
work. During the year, we expanded our support for veterans to
include physical rehabilitation and psychological support. Veterans
unable to return to their previous functions due to factors such as
noise and vibration, are offered the opportunity to train and
qualify for other more suitable roles.
Local communities
During the early stages of the war,
it was clear that the local communities where we operate needed
humanitarian support. Although many people left, displaced people
fleeing the war in the eastern regions passed through, and in some
instances, settled in the Poltava region. In early 2022 the
Ferrexpo Humanitarian Fund was established, which combined with
associated CSR funding at the date of this report has donated US$25
million to foster over 100 individual programmes and
initiatives.
As the war protracts, the needs of
society are changing. In the early stages of the war, the immediate
focus was to help house and feed people. This situation has settled
now. Indeed, of the many new people that settled in the region,
102 have taken employment at Ferrexpo.
The focus of humanitarian support
has evolved. Presently, we are committed to supporting our
colleagues actively serving in the armed forces, as well as aiding
in the rehabilitation of veterans. Additionally, contributions are
directed towards addressing critical national emergencies, such as
providing assistance to the residents of the Kherson region in the
aftermath of the Nova Kakhovka Dam explosion.
In Horishni Plavni, the town centred
on our operations, we continue to offer community support through
commitments to cultural and social programmes, education and
medical facilities, and infrastructure. This support also includes
programmes and initiatives that support sports, social clubs and
arts, along with physical and mental health.
Operations and logistics
Our operations are large in scale.
The process flow is relatively simple: mining, processing and
beneficiation, with considerable built in production flexibility at
each stage.
During 2023, reduced logistics
availability forced us to reduce production to a roughly a third of
our full capacity.
In addition to people, our
operations rely on many inputs, including, energy, chemicals and
equipment. Since the start of the full-scale invasion, we have
learnt to adapt to ever-changing conditions. This can mean finding
new suppliers as our traditional suppliers have suffered from the
war, or where logistics routes are no longer
available.
Before the full-scale invasion,
Ferrexpo transported its products using its own fleet of rail
wagons and barges to customers in Europe, or via rail to Ukrainian
Black Sea ports for onward transportation by ship, primarily from
the Group's joint venture facilities at the Port of Pivdennyi.
Access to Ukrainian Black Sea ports was severely restricted in
2023, with only a handful of vessels leaving with cargoes of iron
ore towards the end of the year.
In response, the Group sales
strategy focused on premium European customers that could be
reached by rail or a combination of rail and river barge using the
Company's owned barge fleet company First-DDSG Logistics. Another
export route was later developed by rail to the Ukrainian border,
and onward transportation by barge through inland waterways to a
Black Sea port in another country.
The business learnt to be nimble and
adapt to the many challenges it faced in 2023. Altering mining and
processing to produce different products to meet customer needs,
sourcing supplies of critical inputs, managing inventories to
reduced logistics capacity, and finding alternative routes to
supply customers.
The determination of the workforce,
the flexibility of our operations, and our premium products sold to
premium customers are our strengths, and explain how we are
continuing to operate during a time of war.
Remembering those we have
lost
Tragically, 14 colleagues were
killed serving in the armed forces during 2023, bringing the total
to 34 since February 2022.
2023
Dmytro Belikov, age
32
Oleksiy Bridnya, age
33
Andriy Chernya, age
37
Oleksandr Chugainov, age
54
Andrii Dukanych, age
33
Serhiy Kharlamov, age
57
Serhii Kondyk, age
31
Denys Koshovyi, age
30
Kostyantyn Orchikov, age
30
Oleksandr Scherbakov, age
28
Denys Svyrydov, age
50
Yaroslav Taran, age
50
Oleksiy Yatskov, age
36
Anatoliy Zakupets, age
37
|
2022
Yuriy Bilenko, age
38
Serhii Buhuev, age
42
Oleksiy Bulba, age
45
Serhiy Chemkayev, age
44
Maksym Chystyakov, age
24
Volodymyr Holub, age
54
Oleksiy Khanilevych, age
24
Rostyslav Ledovskyy, age
25
Dmytro Lysachenko, age
28
Roman Lytvynenko, age
30
Vitaliy Med, age 40
Ihor Novohatniy, age
39
Oleksiy Nazimov, age
25
Volodymyr Pavlenko, age
43
Petro Perovskiy, age
25
Andrii Petrenko, age
49
Serhii Pizniy, age
34
Oleksandr Smyrnov, age
32
Vladyslav Solomko age
32
Oleksandr Terlenko, age
48
|
Slava Ukraini.
OPERATIONAL REVIEW
During 2023, the Group maintained
production, operating two mines and up to two of four pelletiser
lines, achieving production of 4.2 million tonnes.
As a large-scale premium iron ore
pellet and concentrate exporter, access to logistics is critical.
Due to the ongoing war in Ukraine, our activities in 2023 reduced
according to available export logistics. Attacks on Ukraine's
electricity energy and transport infrastructure also continued, at
times limiting our ability to import supplies, and produce and
export our products.
Health and safety
2023 was the third consecutive year
that we have reported zero fatalities at our operations. For the
year, the Group reported a rolling 12-month LTIFR of 0.32, below
the historic five-year trailing average of 0.69.
Reserves and resources
Ferrexpo controls licences covering
a series of contiguous deposits located along the Kremenchuk
Magnetic Anomaly, a magnetite deposit that extends for more than 50
kilometres. The Group has mines on three deposits and additional
licences for deposits immediately to the north of our current
operations.
Across the Group's three active
mines, JORC-compliant Ore Reserves are estimated to be 1,615
million tonnes of iron ore, with an iron ("Fe") content of 32% Fe
(2022: 1,627 million tonnes grading 32% Fe). The JORC-compliant
Mineral Resource estimate across our three mines is 5,737 million
tonnes of iron ore, with an iron ("Fe") content of 32% Fe (2022:
5,749 million tonnes grading 32% Fe), which is inclusive of Ore
Reserves.
In addition, at a number of
exploration properties immediately north of our active mines, we
have exploration stage properties with a combined non-JORC
compliant Mineral Resource estimate of 14 billion tonnes of iron
ore, grading 34% Fe (collectively referred to as the "Northern
Deposits").
Mining activities
Throughout the year, we continued to
scale our mining operations according to the processing plant ore
requirements, determined by logistics availability. Mining
activities focused on the Poltava and Yeristovo Mines, with volumes
totalling 36 million tonnes (2022: 55 million tonnes). Different
sections of the pits were mined depending on the concentrate and
pellet quality required by individual customers.
Processing activities
Reflecting reduced logistics
availability, processing volumes decreased by 33% during 2023 to 12
million tonnes (2022: 17 million tonnes).
In 2022, the Group produced 353,000
tonnes of DR pellets, equivalent to 6% of total output. No DR
pellets were produced in 2023, however, sales of 100,000 tonnes
from stocks were achieved. Nevertheless, during this challenging
time for the country, the work on DR pellets continues, in
particular, we are improving our pellet production technology by
finding a technical solution for the coating of our pellets. This
was made possible through the initiative of internal experts united
by a common goal to enhance the quality of final products. A
temporary solution for coating of FDP pellets has already been
implemented at Pellet Lines 1 & 2. Now we are elaborating
a permanent solution for all four pelletising lines to install the
system that will coat FDP pellets with a mixture tailored to
customer requirements. The development of design documentation is
underway. Due to these projects, steel customers are expected to
improve their technological manufacturing processes.
Following Russian attacks on
Ukraine's energy infrastructure during 4Q 2022, the Group was
forced to temporarily cease production for several weeks. In
preparation for similar attacks in 4Q 2023, throughout 2Q and 3Q
2023, the Group built stocks of finished pellets at its operations
and at various staging points across its logistics network in
Ukraine and overseas so that it would be able to continue supplying
its customers. Fortunately, there were far fewer attacks in 4Q
2023, so the Group was able to reduce production and drawdown from
it stocks to supply customers.
Growth programme
The Group's expansion and
decarbonisation programmes remain longer-term objectives. The
initial Wave 1 programme to add 3 million tonnes production
capacity a year continues to be analysed for implementation after
the war ends. Desktop work, including optimisation studies, is
ongoing, however wherever possible investment has been deferred.
Nevertheless, despite the ongoing war, various capital expenditure
projects aimed at improving product quality and efficiencies
advanced. For example, in July 2023 the Company installed and
implemented the first stage of modern press filtration technology
at the pellets workshop. This technology helps to strengthen
finished pellets, whilst increasing productivity and reducing iron
losses, which results in costs savings and a reduction in Scope 1
emissions.
Outlook
Logistics availability will continue
to determine sales and production during 2024. The Group intends to
continue the operation of two pelletiser lines. Depending on the
availability to export through different Black Sea ports, the
opportunity to expand production further with the restart of the
third pelletiser line remains. This will be contingent on
sufficient supply of consumables, a balanced and skilled workforce,
and logistics capacity. During the first phase of the war in 2022,
the Group responded quickly to protect its employees and protect
the integrity of its assets. During 2023, the Group has become more
agile and flexible, and was able to deliver to its closest
customers. Whilst the Group cannot with any certainty offer
production and cost guidance for 2024, there are some opportunities
to enhance efficiencies, production and sales.
Operational performance
(000't unless otherwise
stated)
|
2023
|
2022
|
YoY change
|
Production
|
|
|
|
Iron ore mined
|
12,112
|
18,837
|
(36%)
|
Strip ratio
|
2.0
|
1.9
|
(3%)
|
Iron ore processed
|
11,576
|
17,375
|
(33%)
|
Concentrate production
|
5,314
|
8,025
|
(34%)
|
Pellet production
|
3,845
|
6,053
|
(36%)
|
- Direct reduction pellets (67%
Fe)
|
-
|
353
|
(100%)
|
- Premium blast furnace pellets (65%
Fe)
|
3,845
|
5,700
|
(33%)
|
Commercial concentrate
production
|
307
|
124
|
(148%)
|
Iron ore sales
|
|
|
|
- Pellets
|
3,868
|
6,055
|
(36%)
|
- Concentrate
|
306
|
128
|
+140
|
- Total products sold
|
4,174
|
6,183
|
(32%)
|
JORC-Compliant Ore Reserves and Mineral
Resources[1]
|
|
|
|
JORC-compliant Ore Reserves
|
Mt
|
Fe
total
%
|
Fe
magnetic
%
|
Mt
|
Fe
total
%
|
Fe
magnetic
%
|
Mt
|
Fe
total
%
|
Fe
magnetic
%
|
Gorishne-Plavninske-Lavrykivske
("GPL")
|
301
|
33
|
26
|
818
|
31
|
23
|
1,119
|
32
|
24
|
Yerystivske
|
208
|
30
|
25
|
288
|
33
|
26
|
496
|
32
|
26
|
Total
|
509
|
32
|
26
|
1,106
|
32
|
24
|
1,615
|
32
|
25
|
|
|
|
|
|
JORC-compliant Mineral Resources
|
Mt
|
Fe
total
%
|
Fe
magnetic
%
|
Mt
|
Fe
total
%
|
Fe
magnetic
%
|
Mt
|
Fe
total
%
|
Fe
magnetic
%
|
Mt
|
Fe
total
%
|
Fe
magnetic
%
|
Gorishne-Plavninske-Lavrykivske
("GPL")
|
467
|
35
|
29
|
1,616
|
30
|
22
|
744
|
32
|
24
|
2,827
|
31
|
24
|
Yerystivske
|
257
|
35
|
29
|
569
|
34
|
27
|
382
|
33
|
27
|
1,208
|
34
|
27
|
Bilanivske
|
336
|
31
|
24
|
1,149
|
31
|
23
|
217
|
30
|
21
|
1,702
|
31
|
23
|
Total
|
1,060
|
34
|
27
|
3,334
|
31
|
23
|
1,343
|
32
|
24
|
5,737
|
32
|
24
|
MARKET REVIEW
Stronger than forecast iron ore prices supported reduced sales
volumes.
Benchmark iron ore prices gained 15%
over the year and ended 2023 at an 18-month high. Pellet premiums,
however, remained weak throughout much of the year, improving only
in the last few months, which bodes well for the year
ahead.
Ferrexpo produces premium iron ore
pellets with a minimum 65% Fe content, which are priced off quoted
market benchmarks, and include a pellet premium that takes into
account quality specifications.
The 65% Fe iron ore fines price
opened the year at US$131 per tonne. As China emerged from strict
pandemic related restrictions and in anticipation of stocking ahead
of the peak Chinese construction season, prices rose to a peak
US$149 per tonne in 1Q 2023.
Actual demand, however, did not meet
expectations, and consequently prices fell in 2Q 2023 to a low of
US$110 per tonne.
Uncertainty prevailed through the
remainder of 2Q and into 3Q 2023 as the market responded to
short-term macro-economic and construction industry signals.
This resulted in volatile prices, oscillating between US$110
and US$135 per tonne.
A clearer and more positive picture
emerged in 4Q 2023 as China asserted its pursuit of accelerated
economic growth dependent on steel-intensive sectors. At this time,
market supply was tight with inventories at historically low
levels. Therefore, a strong rally in prices ensued in 4Q 2023,
increasing over 20% from October 2023 to end the year just shy of
US$150 per tonne.
The price of iron ore is very
dependent on China. In 2024, government policy supporting
industrial sectors has stimulated demand for steel. However,
certain risks remain. The margins for manufacturing steel are still
low, due to weak demand for rebar, used in construction.
However, market commentators are
forecasting flat supply for 2024, with limited growth from the
largest producers, Australia and Brazil.
During the first full year of war,
the Group achieved sales of 4.2 million tonnes. With no access to
the Ukrainian Black Sea ports exports were constrained to by that
limited yet available rail capacity for exports direct to Europe
and to alternative Black Sea ports. This explains why sales shrank
by 30% in 2023, although it should be noted that sales to Europe
were more resilient falling only by 15%.
High-grade premiums
The premium for higher grade 65% Fe
iron ore fines contracted by a third in 2023 to US$12 per tonne.
This is typical when there is weakness in the steel market as
producers prefer lower cost iron ore grades to preserve their
margins. However, premiums improved marginally during December 2023
due to disruptions to global supply. Longer term, as steel
production is forced to decarbonise, it is expected that margins
should widen further because higher grade ores generate less
emissions in steel making.
Iron ore pellet market review &
outlook
Iron ore pellets are preferred by
steelmakers because they can increase productivity and lower
emissions. This is mainly because with pellets, there is no need
for a coal intensive process in steel making called
sintering.
In 2023, the iron ore pellet market
experienced some volatility, though remained robust. Overall pellet
supply globally grew by 1%. Brazilian producers recommissioned
capacity that was idled following tailings disasters. The increase
in exports from Brazil offset supply disruptions from Ukraine and
Russia. Because of Chinese steel production margins, there was less
incentive to consume pellets and, consequently, pellet premiums
deteriorated throughout the year.
Looking ahead to 2024, the recovery
of iron ore prices due to the Chinese government supporting
economic growth, a recovery in European demand, and ongoing supply
constraints, market commentators are forecasting an improvement in
steel margins and, therefore, pellet demand.
By the end of 2023, several blast
furnaces in the region had restarted, whilst a large European
producer was forced to suspend exports due to infrastructure
constraints.
Therefore, in an improving pricing
environment, an increase in demand for Ferrexpo's pellets is being
observed.
Market development efforts
Ferrexpo has continued its market
development efforts despite the ongoing war. In 2023, Memorandums
of Understanding were signed with several premium steel makers in
Europe and Asia for the supply of high-grade direct reduction
("DR") pellets to help them transition to lower carbon steel
making.
DR pellet demand growth is forecast
to significantly outpace traditional pellets and therefore one of
our strategies is to focus on this premium product. We are
collaborating with a variety of potential customers around the
world to test our product suitability and tailor DR pellet
specifications to suit each customer's technical requirements.
These include reducing silica content (gangue elements), coating
(to improve physical interaction in the DR module), and improving
on pellet compression strength.
Summary of industry key
statistics
(All figures US$/tonne, unless
stated otherwise)
|
2023
|
2022
|
YoY change
|
Iron ore fines price (62% Fe, CFR
China)[2]
|
120
|
120
|
-
|
Iron ore fines price (65% Fe, CFR
China)1
|
132
|
139
|
(5%)
|
Average 65% Fe spread over 62%
Fe1
|
12
|
19
|
(34%)
|
Atlantic (blast furnace) pellet
premium1
|
45
|
72
|
(38%)
|
Direct reduction pellet
premium1
|
57
|
87
|
(34%)
|
C3 freight (Brazil -
China)[3]
|
21
|
24
|
(14%)
|
C2 freight (Brazil -
Netherlands)2
|
10
|
13
|
(20%)
|
Global steel production (million
tonnes)[4]
|
1,850
|
1,832
|
+1%
|
FINANCIAL REVIEW
Cash positive operations during a time of war have allowed for
continued controlled investment whilst maintaining a stable net
cash position.
Summary
The ongoing war in Ukraine continued
to affect the Group's operational and financial performance in
2023. Taking into account logistics and energy limitations
throughout 2023, production volumes were aligned with sales
potential to manage the working capital and maintain a strong net
cash position. The general market and price environment was
favourable for iron ore products, whilst energy prices developed
differently to 2022 (higher electricity price, and lower gas
price), the Group's operating cash flow generation declined
compared to the previous year, which included two months of sales
prior to Russia's full-scale invasion.
Despite the ongoing war, we invested
US$101 million into our assets in Ukraine in 2023 and were able to
finish the year with a net cash position of US$108 million as at 31
December 2023.
Key Financial Performance
Indicators
US$ million (unless stated
otherwise)
|
2023
|
2022
|
YoY change
|
Total pellet production
(kt)
|
3,845
|
6,053
|
(36%)
|
Sales volumes (kt)
|
4,174
|
6,183
|
(32%)
|
Iron ore price (65% Fe Index,
US$/t)[5]
|
132
|
139
|
(5%)
|
Revenue
|
652
|
1,248
|
(48%)
|
C1 cash cost of
productionA (US$/t)
|
76.5
|
83.3
|
(8%)
|
Underlying
EBITDAA
|
130
|
765
|
(83%)
|
Underlying EBITDAA
margin
|
20%
|
61%
|
(41pp)
|
Debt servicing
|
-
|
42
|
(100%)
|
Capital
investmentA
|
101
|
161
|
(37%)
|
Closing net cash
|
108
|
106
|
+2%
|
Revenue
Group revenues declined by 48% to
US$652 million in 2023 (2022: US$1,248 million), mainly due to
restricted access to export routes. Consequently, sales volumes
were 32% lower at 4.2 million tonnes in 2023 (2022: 6.2 million
tonnes).
In addition to lower sales volumes,
Group revenue in 2023 was affected by a 5% decline in the annual
average benchmark iron ore price (65% Fe) and a 28% decline in the
annual average pellet premium. On the positive side, lower rates
for international freight improved the Group's net back realised
prices for sales under the International Commercial Terms
("Incoterms") of FOB ("Free on Board"). However, due to lack of
access to Ukrainian Black Sea ports, the Group's FOB sales were
lower than in 2022, which included almost two months of access to
the port of Pivdennyi before the war began.
Since the beginning of the war, the
Group's export routes have predominantly involved either the
railing of products direct to European customers, or the railing of
iron ore pellets to the Group's barging subsidiary on the River
Danube for delivery to specific customers in Europe, or by barge to
other non-Ukrainian Black Sea ports, for onward sale by ship. This
incurs higher logistics costs and a longer cash conversion cycle.
See 'Market Review' section for more information.
C1 cash cost of
productionA
Cost of sales in 2023 totalled
US$362 million, compared to US$582 million in 2022. The decrease
predominantly results from the lower pellet production volume,
which decreased from 6.1 million tonnes in 2022 to 3.8 million
tonnes (-38%). The Group's production volume is currently aligned
to accessible logistics capacity to minimise the working capital
outflow. The C1 cash cost of productionA ("C1
costs") reflects the Group's operating costs for
the production of iron ore pellets from its own ore, with a
breakdown of the different cost components shown in the table
below.
Additionally, there was a positive
effect from the decrease of the Group's average C1 costs,
decreasing to US$76.5 per tonne, compared to US$83.3 per tonne in
2022 (-8%). The C1 costs per tonne also depends on the Group's
production volumes. The change in 2023 is predominantly driven by
the effects of the significant devaluation of the local currency in
the second half of 2022, the positive net effect of lower gas
prices and higher electricity and additional cost saving
initiatives, which were partially offset by the negative effects
from the fixed cost absorption as the Group operated its assets
below nameplate capacity.
The main C1 costs drivers are the
price of electricity, natural gas and diesel in Ukraine being
outside of the Group's control, which collectively represent 48%
(2022: 49%) of the total cost base as presented in the table
below.
Following a sharp increase in global
energy prices during 2022, the average Brent price for oil in 2023
and the average price for natural gas decreased by 17% and 68%
respectively in US dollar terms, compared to the 18% and 67%
increases recorded in 2022. The average electricity price in
Ukraine increased in 2023 by 12% in US dollar terms, peaking at
US$112 per megawatt-hour ("MWh") in November 2023, compared to an
average of US$83 per MWh in 2022.
Another important component of the
Group's C1 costs that is outside of the Group's control are the
royalties in Ukraine, which accrue and are paid based on a tiered
system, which came into effect in January 2022. Based on this
regime, royalties are calculated based on the benchmark index price
for a medium-grade (62% Fe) iron ore fines price and computed based
on the cost of different iron ore products. The rate varies between
3.5%, 5.0% and 10% depending on benchmark index price for 62% Fe.
The total royalty expense totalled US$25 million in 2023, compared
to US$41 million in 2022, mainly driven by the lower production
volume, but also by the effect of lower index prices during some
periods in 2023.
Group operating costs, denominated
in Ukrainian hryvnia ("UAH"), account for approximately two thirds
of the Group's C1 costs. Consequently, changes in hryvnia to dollar
rates can have a significant impact on the Group's operating costs,
including the C1 costs. The UAH depreciated in the last quarter of
2023 from 36.569 to 37.982 to the US dollar as of 31 December 2023,
resulting in a significantly lower effect on the Group's C1 costs
than in the previous year.
In line with previous years, the
Group's C1 costs represent the cash cost of the production of iron
pellets from own ore ('to the mine gate'), divided by production
volume from own ore. This excludes noncash costs such as
depreciation, pension costs and inventory movements, as well as the
costs of purchased ore, concentrate and gravel. The C1 cash cost of
production (US dollars per tonne) is regarded as an Alternative
Performance Measure ("APM").
Breakdown of C1 costs
C1 costs in 2023 were down by 8% in
2023 to US$76.5 per tonne, with this decrease principally related
to the reduction in the unit cost of energy such as natural gas and
fuel (principally diesel), partially offset by higher electricity
costs in Ukraine. The table below shows the breakdown and change of
the Group's C1 costs, with energy-related costs comprising 48% of
the total C1 costs (2022: 49%).
|
2023
|
2022
|
YoY change
|
Electricity
|
32%
|
22%
|
+10pp
|
Natural gas and sunflower
husks
|
9%
|
19%
|
(10pp)
|
Fuel (including diesel)
|
7%
|
8%
|
(1pp)
|
Materials
|
8%
|
6%
|
+2pp
|
Personnel
|
11%
|
9%
|
+2pp
|
Maintenance and repairs
|
16%
|
20%
|
(4pp)
|
Grinding media
|
6%
|
6%
|
(0pp)
|
Royalties
|
9%
|
9%
|
+0pp
|
Explosives
|
2%
|
2%
|
+0pp
|
The considerable reduction of the
proportion for natural gas and sunflower husks, driven by a
significant decrease of the prices for gas on the global markets,
was offset by the increase of the proportion for the electricity,
driven by higher prices in Ukraine. See section "C1 cash cost of
production" for further information on price changes. The increase
of the proportion for materials and personnel is the net effect
from the flat fixed component and the higher local inflation,
partially offset by the effects from the devaluation of the local
currency in Ukraine. In light of the ongoing war in Ukraine
resulting in lower production activities, the Group scaled further
back on the maintenance and repair programme for its mining and
processing equipment.
Selling and distribution costs
Total selling and distribution costs
decreased to US$161 million in 2023 (2022: US$236 million), mainly
reflecting lower sales via seaborne markets due to the unavailable
Black Sea ports in Ukraine, but also due to the overall lower sales
volume in 2023. As a result, CFR sales volume decreased to 168
thousand tonnes, compared to 1,218 thousand tonnes in 2022,
reducing the international freight costs from these sales by US$51
million. However, international freight costs in 2023 were also
affected by higher freight costs for the export of some of the
Group's products through an alternative Black Sea ports, with some
of the services provided by the Group's barging subsidiary
First-DDSG.
Seaborne logistics routes are
generally the lowest cost and most efficient way for delivering the
Group's products to its customers. Since the full-scale invasion of
Ukraine, the Group has established new logistics routes and
relationships with alternative logistics providers and port
operators. These routes rely heavily on rail, where capacity is
restricted and demand is high from other industries, and also on
river barges, which combined are more expensive. Although the
situation generally improved in 2023 compared to 2022, the
Ukrainian rail network continues to be under pressure to handle
goods otherwise exported via Ukraine's Black Sea ports. This is
further exacerbated by the long journey time through Ukraine's
western borders. Whilst improving, the journey time is still
slightly longer than before the war, resulting in a negative impact
on the Group's cash conversion cycle.
Applicable rail tariffs remained
unchanged in 2023, after a 70% increase in July 2022 for 20 types
of cargo - even when using the Group's own rail wagons. The effect
from the higher tariffs was however partially offset in US dollar
terms due to the significant depreciation of the local currency in
July 2022.
General and administrative expenses
General, administrative and other
expenses in 2023 remained stable at US$64 million compared to 2022.
Positive impacts from effective cost management and savings have,
however, been offset by higher legal costs relating to Group's
ongoing legal disputes. See Note 14 Commitments, contingencies and
legal disputes to the Consolidated Financial Statements for further
information on the ongoing legal challenges and disputes of the
Group in Ukraine.
Other operating expenses
Other operating expenses decreased
from US$310 million in 2022 to US$29 million in 2023, predominantly
due to a non-cash impairment loss of US$254 million recorded in the
first half of 2022 on the Group's non-current operating assets,
including property, plant and equipment, goodwill and intangible
assets, and other non-current assets. The recorded impairment loss
in 2022 resulted from the Group's lower cash flow generation and
higher war-related discount rate. The Group's non-current operating
assets have been tested again for impairment as at 31 December 2023
based on the Group's latest long-term model. The impairment test
performed did not result in an additional impairment loss or a
partial or full reversal of the recorded impairment
loss.
Currency
Ferrexpo prepares its accounts in US
dollars. The functional currency of the Group's operations in
Ukraine is the Ukrainian hryvnia, as approximately two thirds of
the Group's operating costs are historically denominated in local
currency.
As a result of the significant
balance in foreign currencies currently held by the NBU, the local
currency remained relatively stable until the end of 2023, compared
to a depreciation of the Ukrainian hryvnia by 34% during the
financial year 2022. The Ukrainian hryvnia remained unchanged at
36.568 to the US dollar from 21 July 2022 to 3 October 2023, when
the National Bank of Ukraine ("NBU") lifted the peg in place since
the devaluation of the local currency from 29.255 to 36.568 (34%).
With a continuation of Martial Law during 2023, the NBU has
maintained significant currency and capital controls in Ukraine.
These measures limit the possibility to convert balances in local
currency into US dollars, and the ability to transfer US dollars
between onshore and offshore accounts of the Group.
Ukrainian hryvnia vs. US dollar[6]
|
Spot 15.04.24
39.399
|
Opening rate 01.01.23
36.568
|
Closing rate 31.12.23
37.982
|
Average 2023
36.574
|
Average 2022
32.342
|
Operating and non-operating foreign exchange
gains/losses
Given that the functional currency
of the Ukrainian subsidiaries is the hryvnia, a depreciation of the
hryvnia against the US dollar results in a foreign exchange gains
on the Group's Ukrainian subsidiaries' US dollar denominated
receivable balances from the sale of pellets. The operating foreign
exchange gains were US$31 million in 2023 compared to a gain of
US$339 million in 2022, when the hryvnia depreciated by
34%.
As for the operating foreign
exchange gains, the non-operating foreign exchange losses are
mainly due to the depreciation of the hryvnia against the US
dollar. The non-operating foreign exchange loss decreased from
US$63 million in 2022 to US$8 million in 2023 and is primarily
related to the translation of US dollar denominated loan payable
balances of the Group's Ukrainian subsidiaries.
Underlying EBITDA
Despite the loss for the year,
underlying EBITDA remained positive in 2023, but decreased by 83%
to US$130 million, mainly due to lower operational performance as a
result of the war and lower operating foreign exchange gains in
2023 compared to 2022. The effect of US$131 million of provisions
recognised as at 31 December 2023 for ongoing legal disputes is
considered as an exceptional item and is therefore excluded from
the Group's underlying EBITDA. The Group's underlying EBITDA
includes operating foreign exchange gains of US$31 million in 2023
compared to US$339 million in 2022. These foreign exchange
differences are predominantly dependent on the fluctuation of the
exchange rate of the Ukrainian hryvnia against the US
dollar.
Additionally, the decrease of the
underlying EBITDA is also affected by a decrease of the sales
volumes by 32% and realised prices by 21%, driven by lower
benchmark iron ore fines price and pellet premiums in 2023,
partially offset by an 8% decrease in C1 costs.
Net finance expense
The Group's finance expenses
remained stable at US$5 million compared to US$4 million in 2022.
The vast majority of the expense is related to the calculated
interest on the Group's pension scheme, without any cash outflow
effects, and to bank charges. With the exception of lease
liabilities, the Group does not have any outstanding
interest-bearing loans and borrowings, therefore there are no
interest expenses incurred on finance facilities.
At the same time, interest income
increased five-fold to US$5 million compared to US$1 million in
2022 as the Group invested the available funds in deposits due to
the rise in interest rates on the global financial
markets.
Income tax
In 2023, the Group's income tax
expense was US$16 million (2022: US$119 million). The effective tax
rate of the financial year 2023 was 26.1%, before the effect of the
recognised provisions for legal disputes in the amount of US$131
million in the consolidated income statement, compared to 35.0% for
the comparative year ended 31 December 2022. The result of the
financial year 2023 was affected by the recognition of the
aforementioned provisions for legal disputes in Ukraine, which are
not tax deductible and an additional allowance of US$10 million on
deferred tax assets recognised by the Group's two major
subsidiaries in Ukraine. The effective tax rate in the comparative
year was predominantly driven by an impairment loss of US$254
million on the Group's non-current operating assets, which is not
tax deductible in Ukraine.
In 2023, the income tax paid by the
Group totalled US$13 million (2022: US$110 million), of which US$12
million was paid in Ukraine (2022: US$91 million). The income tax
paid includes withholding tax considered as income tax
paid.
Items excluded from underlying
earnings
The underlying EBITDA in the
comparative year was adjusted by the impairment loss of US$254
million recorded in 2022 as a result of a reduction in the carrying
value of the Group's assets in Ukraine due to the war.
The impairment test performed as of 31 December 2023 did not
result in an additional impairment loss or a partial or
full reversal of the recorded impairment loss. See Note 10
Plant, property and equipment to the Consolidated Financial
Statements for more information.
As announced on 29 January 2024,
following subsequent and unexpected events in Ukraine in relation
to a claim against one of the Group's Ukrainian subsidiaries, the
Group recorded a provision for legal disputes in the amount of
US$124 million (UAH4,727 million). The provision is in respect of a
contested sureties claim lost in a court of appeal in Ukraine. The
Group's subsidiary in Ukraine filed a cassation appeal to the
Supreme Court of Ukraine and the first hearing scheduled for 20
March 2024 did not take place as the presiding judge recused
himself. Following the appointment of a new panel of judges, on 1
April 2024 the Supreme Court suspended the possible enforcement of
the decision of the court of appeal. A Supreme Court hearing on 17
April 2024 considered primarily procedural matters and the next
court hearing is scheduled for 27 May 2024. Further to that, the
Group also recognised a provision in the amount of US$4 million
(UAH136 million) following a negative decision from a court of
appeal in respect of a claim made by two former minority
shareholders of one of the Group's major subsidiaries in Ukraine.
The effect of the total provisions recognised as at 31 December
2023 in the amount of US$131 million for the above-mentioned legal
disputes is considered as an exceptional item and is therefore
excluded from the Group's underlying EBITDA.
Loss for the year
The Group's result for the financial
year 2023 is a loss of US$85 million, mainly resulting from the
recognition of provisions for ongoing legal proceedings and
disputes in Ukraine totalling US$131 million as at 31 December
2023. Without the effect from these provisions, the result for the
financial year 2023 would have been a profit of US$46 million,
compared to US$220 million in 2022, reflecting a 82% decrease in
the Group's operating profit as a result of the ongoing war, as
well as significantly lower net foreign exchange gains of US$23
million in 2023, compared to US$276 million in 2022.
Cash flows and cash and cash
equivalents
Operating cash flow before changes
in working capital decreased by 76% to US$103 million compared to
US$434 million in the previous year. The lower operating cash flow
generation is driven by the Group's lower operating profit. There
was an overall working capital inflow of US$13 million compared to
an outflow of US$20 million in 2022. The inflow in 2023 largely
reflects the increase of the trade receivable balance due to
increased sales volumes in the last two months of 2023, the
significant decrease of the inventories as a result of the Group's
destocking activities and positive effect from regular VAT refunds
received in 2023, resulting in a significant decrease of the
outstanding VAT balance in Ukraine as at 31 December
2023.
The lower net cash flow from
operating activities of US$101 million, compared to US$301 million
in 2022, was considered by the Group in its capital allocation,
including capital expenditure and shareholder returns, and
exceptional bail payments for four managers of one of our
subsidiaries in Ukraine in 2023. See sections below for further
information. Despite the lower overall cash flow generation, the
Group managed to maintain its closing balance of cash and cash
equivalents at US$115 million as of 31 December 2023, compared to
US$113 million as of 31 December 2022.
The balance of cash and cash
equivalents held in Ukraine amounts to US$11 million as at 31
December 2023 (31 December 2022: US$45 million). Following the
adopted Martial Law in Ukraine, the National Bank of Ukraine
("NBU") has introduced significant currency and capital control
restrictions in Ukraine. These measures are affecting the Group in
terms of its cross-border payments to be made, which are restricted
and may be carried out only in exceptional cases. For further
information see Note 14 Commitments, contingencies and legal
disputes to the Consolidated Financial Statements.
Capital investment
Capital expenditure in 2023 totalled
US$101 million compared to US$161 million in 2022. Of the total
amount spent in 2023, sustaining and modernisation capital
expenditure was US$31 million (2022: US$57 million), covering the
activities at all of the Group's major business units. Due to the
ongoing operational and logistics constraints as a result of the
ongoing war in Ukraine, the Group further reduced the level of its
investments in sustaining capital expenditure projects, by
reviewing and optimising the level and timing of its repair
activities.
The Group also reconsidered the
timing of its strategic development projects resulting in a
reduction of the related capital expenditure to US$70 million,
compared to US$104 million in 2022. As such, major projects
advanced in 2023 include US$22 million spent on stripping
activities for future production growth and US$13 million spent on
the enhancement of the Group's press filtration complex, which will
help raise pelletising capacity in the near term once operations
return to full capacity. The Group continued to invest US$22
million in the concentrator and pelletiser projects as part of the
Wave 1 Expansion Programme to manage previously entered commitments
and also spent US$3 million in the development and exploration of
the Belanovo deposit, as well as US$1 million in a hydrolysis plant
for the trial of hydrogen use as a fuel in the Group's
pelletiser.
Considering the lower cash flow
generation no ordinary dividends were paid during the 2023 calendar
year (2022 total: 13.2 US cents or US$155 million). The Group has a
shareholder returns policy outlining the Group's intention to
deliver up to 30% of free cash flows as dividends in respect of a
given year. The Group has announced on 18 January 2024 an interim
dividend of 3.3 US cents for the financial year 2023, reflecting
that the Group performed well in the second half of 2023, which was
due for payment to the shareholders on 23 February 2024. Following
subsequent and unexpected events in Ukraine relating to a claim
against one of the Group's Ukrainian subsidiaries, the Group
announced on 20 February 2024 the decision to withdraw this interim
dividend.
Debt and maturity profile
The Group enters into arm's length
transactions with entities under the common control of Kostyantin
Zhevago and his associates. All these transactions are considered
to be in the ordinary course of business.
During the financial year 2023, the
Group made bail payments totalling US$15 million on behalf of four
members of the top management of one of the Group's subsidiaries in
Ukraine in respect of various legal actions and ongoing court
proceedings initiated by certain governmental bodies against the
Group's subsidiaries and members of the top management in Ukraine.
See also below under Contingent liabilities and legal disputes and
Note 15 Related party disclosures to the Consolidated Financial
Statements for further details.
Related party transactions
The Group enters into arm's length
transactions with entities under the common control of Kostyantin
Zhevago and his associates. All these transactions are considered
to be in the ordinary course of business.
During the financial year 2023, the
Group made bail payments totalling US$15 million on behalf of four
members of the top management of one of the Group's subsidiaries in
Ukraine in respect of various legal actions and ongoing court
proceedings initiated by certain governmental bodies against the
Group's subsidiaries and members of the top management in Ukraine.
See also below under Contingent liabilities and legal disputes for
further details.
For further information, please see
Note 15 Related party disclosures to the Consolidated Financial
Statements.
Contingent liabilities and legal
disputes
The Group is exposed to risks
associated with operating in a developing economy during a time of
war and the current circumstances facing the Group's controlling
shareholder. As a result, the Group is subject to various legal
actions and ongoing court proceedings initiated by different government agencies in Ukraine. There
is a risk that the independence of the judicial system and its
immunity from economic and political influences in Ukraine is not
upheld, consequently Ukrainian legislation might be inconsistently
applied to resolve the same or similar disputes. As a result, the
Group is exposed to a number of higher risk areas than those
typically expected in a developed economy, which require a
significant portion of critical judgements to be made by the
management. In respect of the contested sureties claim, if the
final Supreme Court ruling is not in favour of FPM, the claimant
may take steps to appoint either a state or a private bailiff and
request the commencement of the enforcement procedures, which could
have a material negative impact on the Group's business activities
and its ability to continue as a going concern, as the assets of
FPM could be seized or subject to a forced sale. In addition to the
afore-mentioned claim, a supplier and related party to the Group
filed by an application to open bankruptcy proceedings ("creditor
protection proceedings") against the Group's major subsidiary in
Ukraine. The possible commencement of the enforcement of the
decision of the Ukrainian court of appeal, which is currently
suspended by a decision of the Supreme Court, and the possible
opening of creditor protection proceedings might potentially affect
the Group's ability to continue as a going concern. See Note 2
Basis of preparation and Note 14 Commitments, contingencies and
legal disputes to the Consolidated Financial Statements.
Going concern
As at the date of the approval of
the Consolidated Financial Statements, the war is still ongoing and
poses a significant threat to the Group's mining, processing and
logistics operations within Ukraine. As a result, a material
uncertainty still remains as some of the uncertainties remain
outside of the Group management's control, with the duration and
the impact of the war still unable to be predicted at this point of
time. In addition to the war-related material uncertainty, the
Group is also exposed to the risks associated with operating in a
developing economy, which may or may not be exacerbated by the war
and/or the current circumstances facing the Group's controlling
shareholder. As a result, the Group is exposed to a number of
risk areas that are heightened compared to those expected in a
developed economy, such as an environment of political, fiscal and
legal uncertainties, which represents another material uncertainty
as at the approval of these consolidated financial
statements.
See Note 2 Basis of preparation to
the Consolidated Financial Statements for further
information.
RESPONSIBLE BUSINESS
REVIEW
Our workforce comprises over 8,000
employees and contractors. 95% of our workforce is based
in Ukraine, with many currently serving in the armed forces. During
a time of war, protecting their safety and wellbeing is
paramount.
Health and safety performance
|
2023
|
2022
|
Change
|
Safety indicators
(lagging)
|
|
|
|
Fatalities4
|
0
|
0
|
-
|
Lost time
injuries4
|
5
|
9
|
(44%)
|
Lost time injury frequency rate
("LTIFR")
|
0.32
|
0.51
|
(37%)
|
All injuries frequency rate
("AIFR")
|
0.64
|
0.99
|
(35%)
|
Near miss events
|
1
|
1
|
-
|
Significant incidents
|
4
|
8
|
(50%)
|
Restricted work days
|
675
|
934
|
(28%)
|
Severity rate (average lost days per
incident)
|
169
|
104
|
+63%
|
Safety indicators
(leading)
|
|
|
|
Health and safety
inspections
|
6,282
|
5,413
|
+16%
|
Health and safety
meetings
|
1,466
|
1,388
|
+6%
|
Health and safety
inductions
|
2,897
|
5,332
|
(46%)
|
Training hours
|
7,264
|
6,828
|
+5%
|
Hazard reports
|
688
|
740
|
(7%)
|
High visibility management
tours
|
149
|
157
|
(5%)
|
Protecting our people
At Ferrexpo, we have a global
workforce comprising over 8,000 employees and contractors, and
colleagues some of whom are currently serving in the Armed forces
of Ukraine. 95% of the workforce is based in Ukraine, mainly at our
operations in the Poltava region, but also other colleagues work in
other functions and services in Kyiv and another locations across
Ukraine.
Given the scale of our workforce and
the nature of our activities, it was never an option to evacuate
our people during the war. Our people wish to and need to continue
working. Being employed is critical during a time of war.
Therefore, it is our responsibility to take extensive measures to
protect our workforce during this time, both in the workplace, and,
where possible, in the communities where they live. Measures taken
have included remote working for those with suitable roles, to
ensure that they were as far from the front line as
possible.
Measures for our on-site workforce
have included the provision of air-raid shelters, adjusting shift
patterns to align with night-time curfews and the provision of free
meals in light of disruption to supply chains in local
communities.
In the early phases of the war, when
uncertainty arose over the continued provision of social services,
the Group commenced an on-site childcare facility for the children
of employees, which was staffed by Ferrexpo volunteers, to ensure
that children could be close by and safe during such an uncertain
period of time.
As the war evolved, the need for
such facilities diminished as life began to resume in Ukraine, with
schools opening and a 'new normal' beginning. As the conflict
evolved in 2022, so did our response. We focused our efforts on the
supply of key equipment such as armoured ambulances and food
packages to towns along the front line. In late 2023, needs shifted
again, and psychological wellbeing has become more important as
people try to deal with the stress of living in a protracted
war.
At the time of this announcement,
641 of our brave colleagues are serving in the Armed Forces of
Ukraine. We are proud of their efforts to defend Ukraine, and
continue to support them by providing personal protective equipment
and other essentials.
In 2023, 67 colleagues were
demobilised from the armed forces, 46 of whom have returned to
work. During the year, we expanded our support for veterans to
include physical rehabilitation and psychological support. Veterans
unable to return to their previous functions due to factors such as
noise and vibration, are offered the opportunity to train and
qualify for other more suitable roles.
In 2023, the Group recorded a third
successive year without a fatality. The average recoded lost-time
injury frequency rate ("LTIFR") for the year was 0.32, an
improvement on the 0.51 recorded last year and materially below the
historic average.
Environmental Stewardship
Greenhouse gas emissions footprint
and energy consumption (2023/2022)
|
2023 Data (% change to
2022)
|
|
|
|
Absolute basis
(kilotonnes CO2e)
|
Unit basis
(kg CO2e/t)
|
Absolute basis (kilotonnes
CO2e)
|
Unit basis
(kg CO2e/t)
|
Scope 1 emissions
|
247 (-27%)
|
57 (+4%)
|
341
|
55
|
Scope 2 emissions
|
137 (-39%)
|
32 (-11%)
|
223
|
36
|
Subtotal (S1+S2)
emissions
|
384 (-32%)
|
89 (-2%)
|
564
|
91
|
Scope 3 emissions
|
5,707 (-25%)
|
1,326 (+7%)
|
7,642
|
1,237
|
Total emissions
|
6,091 (-26%)
|
1,415 (+7%)
|
8,206
|
1,328
|
Biofuels emissions
(reported separately)
|
4 (-39%)
|
1 (-12%)
|
6
|
1
|
Energy consumption (kWh)
|
2,162,913,319 (-29%)
|
-
|
3,052,942,993
|
-
|
|
|
|
|
|
| |
'Unit basis' represents the
intensity ratio, aligning to requirements of SECR (Streamlined
Energy and Carbon Reporting).
Scope 1 emissions
Scope 1 direct emissions principally
relate to three activities at our operations - diesel consumption
(primarily used in mining activities), natural gas (primarily used
in pelletising activities) and gasoil (primarily used in inland
waterway logistics activities). Collectively, these three sources
of emissions represented 97% of Scope 1 emissions in 2023 (2022:
97%), with emissions from the consumption of diesel and gasoil for
transport making up 60% of Scope 1 emissions (2022: 55%) and
natural gas making up 37% of Scope 1 emissions (2022: 43%). In
addition, we track a further 15 sources of Scope 1 emissions across
our operations, ensuring that multiple aspects of our operations
are covered in our emissions estimates.
Absolute Scope 1 emissions fell by
27% in 2023, in part reflecting lower production due to war related
constraints. Scope 1 emissions on a unit of basis rose 4%, due to
an increased utilisation of alternative logistics channels for
exports, which have resulted in an increased consumption of gasoil.
Calculations of Scope 1 and Scope 2 emissions have been
independently.
Scope 2 emissions
Scope 2 indirect emissions relate
exclusively to our purchasing of electricity from third parties,
which is predominantly used in our concentrator equipment. On an
absolute basis, this fell by 39%, also due to lower production. On
a unit basis, Scope 2 emissions fell by 11% due to an increased
proportion of electricity being sourced from cleaner sources
including hydro and nuclear power.
Scope 3 emissions
For Ferrexpo Scope 3 emissions
primarily relate to the type of iron ore pellet produced, since the
downstream processing of iron ore accounted for 96% of Scope 3
emissions in 2023. In 2022, direct reduction ("DR") pellets
represented 6% of all production, resulting in lower Scope 3
emissions for that year. However, in 2023, no DR pellets were
produced. Consequently, Scope 3 emissions in 2023 on a unit basis
increased to 1.33 tCO2/t of pellet production from 1.24
tCO2/t of pellet production in 2022 respectively.
Absolute Scope 3 emissions nevertheless decreased 25% year-on-year
due to the overall lower production in 2023.
Methodology
Ferrexpo's methodology for
calculating its GHG emissions footprint utilises, where possible,
emissions factors provided by the Greenhouse Gas Protocol, which is
in line with reporting requirements under the Global Reporting
Initiatives ("GRI") framework for reporting sustainability topics.
Through using carbon factors provided by the Greenhouse Gas
Protocol, the Group is able to provide carbon dioxide-equivalent
emissions figures ("CO2e") that also account for
emissions of both methane (CH4) and nitrogen oxide
(N2O).
Water
Our operations include multiple
water cycle interactions, from the water ingress into our mines, to
recycling water in our processing operations, to the River Dnipro,
which flows adjacent to our operations. Testing of water quality
has continued throughout 2023, with any discharged water quality
tested across more than 12 different chemical elements or
attributes. In our processing plant, where water is utilised in the
processing of iron ore, we once again recycled 97% of process water
(2022: 98%).
Waste generation
The Group generates solid form waste
in its mining operations (overburden in the form of waste rock and
sand), as well as emissions of other gases and dust from its mining
and processing operations.
During 2023, waste removal from
mining activities fell by 45% due to lower production. It is
important to note that the overburden and waste removed from our
mining operations is non-hazardous and is stored in on-site waste
dumps designed by our mine planning department.
Aside from greenhouse gases, gaseous
emissions include those emitted from our processing operations
(NO2, SO2, and CO), with emissions from such
sources declining by an average of 30% during the year, in line
with mining volumes. Dust emissions in 2023 increased 9% compared
to the previous year.
Elsewhere in our operations, we
continued to expand our domestic waste recycling programme with
collection bins and sorting facilities. All four of our main
operating subsidiaries in Ukraine now have active recycling
programmes.
ISO-certified systems
Ferrexpo now has an ISO-compliant
environment management system (ISO 14001:2015) at both FPM and FBM,
with the latter achieving accreditation during 2022. This is in
addition to accreditation of our Energy Management System (ISO
50001:2018) at the same two subsidiaries, with FBM also acquiring
this accreditation in 2022.
RISK MANAGEMENT
Ferrexpo identifies and assesses risks based on
each risk's probability of occurrence and the severity of any
event. The Group aims to mitigate the potential impact of each risk
through its management of day-to-day activities, taking a prudent
approach to risk where possible.
Risk identification
Ferrexpo aims to manage risks across
its business through the early identification of potential risks
before they emerge, with senior managers and the Group's executive
management team responsible for maintaining risk registers for each
area of the Ferrexpo business. Risk registers are regularly
reviewed and updated, with local risk owners reporting to senior
management teams on a regular basis.
The Group risk register records
risks on the basis of the likelihood of occurrence and level of
potential impact on the Ferrexpo business. A total of 49 risks were
included on the Group risk register as of December 2023, with risks
ranging from the war in Ukraine (both direct and indirect), risks
relating to operating in Ukraine, operational risks such as the
risk of a pit wall failure, health and safety-related risks, and
risks relating to information technology and climate change.
Further to the Group risk register, which records the risks with
the most serious potential impact and likelihood of occurrence,
operating entities maintain their own local risk registers, which
feed into the Group risk register. In 2023, the Group continued to
develop and operate an enterprise risk management ("ERM") tool that
was implemented in 2022 to record and monitor risks, which is the
platform for the reporting and assessment of risks within the
Group.
The Group considers emerging risks
to be risks that are newly developing, or increasing in potential
severity of impact, or changing risks that are difficult to
quantify.
Risk mitigation
Risks are inherent in operating a
business and it is through effective risk identification, risk
management, prudent decision making and other risk mitigation
measures that the Group can understand and mitigate the risks that
the business faces. The Group's management team, however,
understands that it cannot eliminate all risk.
Risk governance framework
Risks are reported internally on a
monthly basis, as part of the Finance, Risk Management and
Compliance ("FRMC") Committee, with the Group's senior leadership
team reviewing the Group-level risk matrix, which plots the
likelihood of occurrence against the potential severity of impact,
and identifying material changes in either variable to all of the
risks listed. Risks are reported on the Group risk register to the
FRMC Committee on a monthly basis, with each risk attributed a
potential monetary impact should an event occur. The FRMC Committee
reports to the Group's Executive Committee, which in turn reports
to the Board, which has the ultimate responsibility for the Group's
approach to risk management. The Audit Committee, a sub-committee
of the Board, assists the Board in its regular monitoring of the
risks faced by the Group. The Group's internal audit function
assists with the process of risk review, and conducts ad hoc
reviews of risk management controls and procedures.
Risk assessment for 2023
Russia's full-scale invasion of
Ukraine in February 2022, has had a significant impact on the
Group's ability to operate.
In addition to the war in Ukraine, a
secondary effect of the conflict is the increased political
alignment within Ukraine. It is unclear as to the eventual impact
of this change on the Group, which in turn creates a potential risk
for the Group should the political landscape shift
adversely.
Climate change is a rising Principal
Risk, and the Group is facing both physical and transitional risks,
which requires increased reporting requirements.
PRINCIPAL RISKS
Principal Risks are those considered to have the greatest
potential impact on Ferrexpo's business, assessed on the bases of
impact and probability.
Introduction
This section outlines the Principal
Risks facing the Group in 2023, each of which have the ability to
negatively affect the Group, either in isolation or in combination
with other risk areas. Principal Risks are defined as factors that
may negatively affect the Group's ability to operate in its normal
course of business, and may be internal, in the form of risks
derived through the Group's own operations and activities, or
external, such as political risks, market risks or climate change
related risks. The Principal Risks listed here are neither
exhaustive, nor are they mutually exclusive, and therefore one risk
area may negatively impact another risk area.
Principal Risks include, but are not
necessarily limited to, those that could result in events or
circumstances that might threaten the Group's business model,
future performance, solvency or liquidity and
reputation.
Risks are inherently unpredictable,
and, therefore, the risks outlined here are considered the main
risks facing the Group. New risks may emerge during the course of
the coming year, and existing risks may also increase or decrease
in severity of impact and/or likelihood of occurrence, and this is
why it is important to conduct regular reviews of the Group's risk
register throughout the year. The Group maintains a more extensive
list of risks, covering over 40 different risks at the Group level,
with additional risks considered in local risk registers at each
operating entity. The Group risk register is reviewed on a monthly
basis for completeness and relevance by the Group's Finance, Risk
Management and Compliance ("FRMC") Committee, which ultimately
reports into the Board for further review and approval of the risk
register. The Group risk register is also reviewed by the Audit
Committee at least four times a year. The members of the Executive
Committee manage risk within the business on a day-to-day basis.
The Committee includes the Chief Executive Officer, Chief Financial
Officer, Chief Marketing Officer, Group Chief Human Resources
Officer and General Director of Ferrexpo Poltava Mining. The
Group's management team continually reviews and updates its view
on, and approach to, risks facing the Group. This section of the
Annual Report and Accounts primarily covers risks facing the Group
in 2023, but also early 2024, up until the publication date of this
report. A further update on the Principal Risks will be provided in
the Interim Financial Results, which is due to be published in
August 2024.
Key themes
Ongoing war in Ukraine since the full-scale
invasion in February 2022
On 24 February 2022, Russia launched
a full-scale military invasion of Ukraine, with the conflict
continuing into its third year as of the date of this report. This
event has significantly changed the operating environment for
businesses in Ukraine on an unprecedented scale.
Ukraine country risk
This area has been listed as a
Principal Risk facing the Group since listing in 2007, and the
Group has successfully operated amid challenging circumstances for
more than 16 years. The war in Ukraine has served to escalate a
number of risks relating to Ukraine, including risks relating to
the political environment and the independence of the judicial
system.
Climate change
An important topic for any modern
business, with discussions with multiple stakeholder groups
centring on the Group's efforts to reduce emissions both in the
Ferrexpo business, but also in the Group's value chain (Scope 3
emissions). As a consequence of rising stakeholder focus on this
topic, the Group published its first standalone report on climate
change in December 2022.
Cybersecurity
As a business seeking to modernise,
the Group is increasingly reliant on electronic software for the
management of key operational and administrative activities. As a
business primarily operating in Ukraine, the Group has faced
heightened cybersecurity threats from malicious parties since 2014,
coinciding with Russia's initial invasion of Ukraine
1. Country risk
1.1. Conflict risk (external
risk)
It is over two years since Russia's
full-scale invasion of Ukraine on 24 February 2022. Ferrexpo's main
operations are in the Poltava region of central Ukraine, which has
not seen any direct combat between Russian and Ukrainian forces.
Ukraine has, however, faced numerous missile and drone strikes,
including the Poltava region. The Group's facilities have not been
directly targeted by Russian missile strikes, but a number of
neighbouring third party facilities such as the Kremenchuk oil
refinery and state owned electricity infrastructure have been
damaged by such attacks. Such damage can affect the Group's ability
to source various inputs needed for ongoing production.
The war in Ukraine is placing a
strain on the economy of Ukraine, with a number of businesses
closing, unemployment, and lower tax revenues. At the same time,
spending on the military and social programmes have increased.
Consequently, the government of Ukraine has sought to increase
revenues through changes to its fiscal policies, such as increases
to railway tariffs, as well as implementing measures to stabilise
the economy, such as enacting laws for the repatriation of funds
and currency controls. A number of these measures have the
potential to either directly or indirectly affect Ferrexpo
negatively through consequences such as lower revenues and a more
restrictive operating environment. Due to the strain placed on the
Ukrainian economy, the exchange rate for the Ukrainian hryvnia
depreciated significantly at the start of the full-scale invasion
in 2022. The government immediately responded with the introduction
a peg for the hryvnia to the US dollar set at UAH29.25 per US
dollar, however, it was forced to devalue the currency to 36.5 per
US dollar in July 2022. In October 2023, the government announced
that it would allow for limited fluctuations of its currency,
scrapping the peg that had been in place since Russia's invasion 20
months earlier, with the central bank stating a shift to a "managed
flexible exchange rate". This new policy resulted in short term
volatility. Fluctuation in the Hryvnia can have a significant
impact on the Group's costs, assets and shareholders' equity. Due
to the war, a proportion of the Group's workforce in Ukraine are
serving or have served in the Armed Forces of Ukraine. Some have
relocated to safer locations. As such, the Group faces potential
risks around being able to adequately skill its operations and the
associated ancillary services.
Additional risks related to the war
in Ukraine include, but are not limited to, restrictions related to
the cost effective and timely transport of the Group's products,
restrictions in accessing markets, rising costs related to reduced
output and alternative supply arrangements and the impact on
employee safety and wellbeing.
Risk mitigation
The health and safety of the
workforce is the Group's primary concern.
Whilst it is difficult for a company
such as Ferrexpo to defend itself from direct military activities
since Russia's full-scale invasion, the Group has taken multiple
measures to keep its workforce, their families and local
communities safe from the threats posed by Russian aggression.
Measures have included remote working for those able to do so,
timing of shift patterns to fit with curfew hours, the provision of
on-site childcare facilities to ensure children are close and
employees are not having to travel unnecessarily, construction of
new and renovation of older bomb shelters and the provision of
protective equipment such as armoured vests and helmets for
employees serving in the Armed Forces of Ukraine. The Group has
also engaged in extensive discussions with local authorities, and
has stepped up to provide financial assistance through the Ferrexpo
Humanitarian Fund, with oversight by the Board of Directors of
Ferrexpo to ensure good governance in all support
activities.
The Group will continue to take
measures as required to protect its workforce, and their families
and local communities, for the duration of the war, and during the
post-war period where continued support is required.
1.2. Ukraine country risk (external
risk)
The considerations outlined here are
separate to the risks relating to the ongoing war in Ukraine, but
some or all of them may be exacerbated by the current
conflict.
Ferrexpo's main operations are in
Ukraine, which is considered to be a lower middle income economy,
under the classifications provided by the World Bank[7]. Ukraine is a country that placed at rank 77 in the
United Nations' Development Programme's ("UNDP") Human Development
Index (as published in the latest report on 8 September
2022)[8], and is therefore classified as
having a "high" level of human development (based on factors such
as life expectancy and levels of education). This ranking places it
in a similar bracket to China (79) and Sri Lanka (73), other
countries considered to be developing economies. As a result of
operating in a developing economy, the Group is subject to a number
of elevated risks, such as the fiscal and political stability of
Ukraine, independence of the judiciary, access to key inputs and
capital, exposure to monopolies and other influential businesses
(particularly those that are related parties to the government of
Ukraine), in addition to a range of other factors. As a result of
being a business in a developing economy, the Group is exposed to
heightened risks around corruption, with Ukraine placing 116 in
Transparency International's Corruption Perceptions Index
("CPI")[9].
Through the Group's exposure to an
operating environment in a developing economy, Ferrexpo has been
subject to a number of risk areas that are heightened relative to
those expected of a developed economy. Risks associated with the
war in Ukraine are covered in this announcement, but there are
indirect risks associated with the war, such as the increasing
political unity within Ukraine and determination to drive
political, fiscal or economic change, the latter often associated
with financial and military agreements struck with western
governments and organisations.
This change can be exhibited in a
number of practical applications, which can include, but are not
limited to, changes to the regulatory environment, potential
increases to tax and royalty rates, increased disclosure
requirements or operational restrictions. Changes may be made as a
result of government decision making, a third party international
partner, lender, or another party within Ukraine, and therefore the
rationale for changes may not correlate with the official agenda of
the government of Ukraine. As a result of this local instability,
which is amplified by the war in Ukraine, sources of capital for
businesses deriving their revenues from Ukraine are limited at the
present time, which in turn may reduce the operational flexibility
of the Group.
The independence of the judiciary in
Ukraine has been frequently referenced in the Principal Risks
section of the Group's Annual Report and Accounts, and this is a
consideration that remains particularly relevant for the Group
today. As described in Note 14 Commitments, contingencies and legal
disputes to the Consolidated Financial Statements, the Group is
currently subject to several legal proceedings in Ukraine that are
similar in part to previously heard legal proceedings, and it
cannot be guaranteed that the Ukrainian legal system will always
provide a ruling in line with the laws of Ukraine or international
law.
On 7 December 2022, Ferrexpo Poltava
Mining ("FPM") received a claim in the amount of UAH4,727 million
(US$124 million as at 31 December 2023) in respect of contested
sureties. These contested sureties relate to Bank Finance &
Credit ("Bank F&C") which the Group previously used as its main
transactional bank in Ukraine. Bank F & C is still going
through the liquidation process after having been declared
insolvent by the National Bank of Ukraine and put under temporary
administration on 18 September 2015. The counterparty in this claim
alleges that it acquired rights under certain loan agreements
originally concluded between the Bank F&C and various borrowers
by entering into the assignment agreement with the State Guarantee
Fund on 6 November 2020. The counterparty further claims that FPM
provided sureties to Bank F&C to ensure the performance of
obligations under these loan agreements. On 26 January 2024, the
Ukrainian court of appeal has confirmed a claim against FPM in the
amount of UAH4,727 million (US$124 million as at 31 December 2023).
On 30 January 2024, FPM filed an appeal to the Supreme Court of
Ukraine and the first hearing scheduled for 20 March 2024 did not
take place. Following the appointment of a new panel of judges, on
1 April 2024 the Supreme Court suspended on the possible
enforcement of the decision of the court of appeal. A Supreme Court
hearing on 17 April 2024 considered primarily procedural matters
and the next court hearing is scheduled for 27 May 2024.
Although the Group remains of the
view that FPM has compelling arguments to defend its positions, the
Group has recognised a full provision totalling US$124 million for
this ongoing legal dispute. As at the date of approval of these
consolidated financial statements, no enforcement procedures have
commenced and on 1 April 2024 the Supreme Court suspended the
possible enforcement of the decision of the Ukrainian court of
appeal, so that such enforcement procedures cannot be initiated by
the claimant until a final decision is made by the Supreme Court,
or the Supreme Court's suspension order is otherwise lifted. If the
final Supreme Court ruling is not in favour of FPM, the claimant
may take steps to appoint either a state or a private bailiff and
request the commencement of the enforcement procedures, which could
have a material negative impact on the Group's business activities
and its ability to continue as a going concern, as the assets of
FPM could be seized or subject to a forced sale. In addition to the
afore-mentioned claim, a supplier and related party to the Group
filed an application to open bankruptcy proceedings ("creditor
protection proceedings") against the Group's major subsidiary in
Ukraine. The possible commencement of the enforcement of the
decision of the Ukrainian court of appeal, which is currently
suspended by a decision of the Supreme Court, and the possible
opening of creditor protection proceedings might potentially affect
the Group's ability to continue as a going concern and, as a
consequence, its viability.
The contested sureties claim and
decision of the court of appeal are other examples of the risk of
operating in a dynamic and adverse political landscape in Ukraine,
which creates additional challenges for both the Group's
subsidiaries in Ukraine and also for the Group itself.
As referenced in the Group's
previous public reporting, including in the Group's Interim Results
published in August 2023, there are outstanding allegations
relating to the Group's controlling shareholder, Kostyantin
Zhevago, that remain unresolved, and there is a risk that assets
owned or controlled (or alleged to be owned or controlled) by the
Group's controlling shareholder may be subject to restrictions, in
Ukraine or elsewhere, or that the Group may be impacted by, or
become involved in, legal proceedings relating to these matters, in
Ukraine or elsewhere.
As disclosed in 2022 Annual Report
and Accounts, subsequent to the detention of Mr Zhevago in France
on 27 December 2022 at the request of the authorities in Ukraine,
the Supreme Court of France rejected the appeal in November 2023
and ruled that Mr Zhevago should not be extradited to Ukraine. The
legal case relates to the potential extradition of Mr Zhevago, and
associated legal claims being made in Ukraine, and remains
outstanding as of the date of this report. The risks relating to
the Group as a result of this legal action, and potential further
legal action, cannot be accurately estimated at the present time,
nor can the potential timeline for resolving any
matters.
As a consequence of recent events
relating to the Group's controlling shareholder, as outlined above,
the Group may experience adverse effects, such as negative media
attention, a reduced ability to operate within Ukraine and overseas
due to negative perceptions of the Group, and a restricted
operating environment for aspects of the Group's business, such as
closure (or suspension) of relationships with stakeholder groups
such as banking services. The Group's relationships both upstream
and downstream may also be negatively impacted by events related to
the Group's controlling shareholder, such that the Group is limited
or impaired in its ability to do business overseas in a specific
country or region. In addition, restrictions imposed on the Group's
controlling shareholder (or negative perceptions of the Group's
controlling shareholder) may potentially have an adverse effects on
the Group within Ukraine, with a restriction on the Group's ability
to successfully operate its business model. A number of legal
claims or legislative actions within Ukraine are known as of today
- as detailed in this section, and further actions to restrict the
Group's ability to operate may arise in the future. It is difficult
for the Group to predict the scale or nature of such restrictions,
and therefore, the Group is limited in its ability to pre-empt and
mitigate risks in this area.
The Group is subject to a number of
actions by the government of Ukraine that threaten to destabilise,
or have the effect of destabilising, the operating environment in
which the Group exists. For example, in previous years, the
government of Ukraine has cancelled exploration licences by
Presidential decree, providing minimal detail in terms of an
explanation or rationale.
As previously referenced in the
Group's 2021 Annual Report and Accounts, in June 2021, the
government of Ukraine cancelled a mining licence for an early-stage
exploration project known as Galeschynske, which is a licence held
by Ferrexpo Belanovo Mining and located to the north of the
Belanovo mine (without forming part of this mine). This matter
remains outstanding, and there remains a risk that this dispute may
increase in scale or severity for the Group. The Group has been
informed of other licence disputes by the government, which are
similar in scale to the licence dispute discussed above. It is
difficult for the Group to predict the outcome of existing licence
disputes, and whether new claims and/or disputes may arise in
relation to the Group's operating licences.
In March 2023, restrictions were
placed on shares held by Ferrexpo AG ("FAG"), the Group's Swiss
subsidiary, in three main operating subsidiaries of the Group in
Ukraine, covering 50.3% of the shares held in each subsidiary. The
Kyiv Commercial Court ordered the arrest (freeze) of 50.3% of FAG's
shareholding in each of Ferrexpo Poltava Mining ("FPM"), Ferrexpo
Yeristovo Mining ("FYM") and Ferrexpo Belanovo Mining ("FBM"). This
court order was issued by the Kyiv Commercial Court during a
hearing in the commercial litigation between the Deposit Guarantee
Fund and Mr. Zhevago, the Group's controlling shareholder, in
relation to the liquidation of Bank Finance & Credit in 2015.
The Group's subsidiaries affected by this court order, including
FAG, filed appeals in Ukraine to remove the restrictions. The court
of appeal refused on 26 July 2023 to satisfy the appeals of FAG,
FPM, FYM and FBM in relation to the restriction covering 50.3% of
corporate rights in FPM, FYM and FBM. The Group's subsidiaries
filed cassation appeals to the Supreme Court of Ukraine. On 10
January 2024, the Supreme Court in Ukraine rejected the cassation
appeals and the restrictions in the Deposit Guarantee Fund case
remain effective. For more details of this case please see Note 14
Commitments, contingencies and legal disputes to the Consolidated
Financial Statements.
Also in relation to the commercial
litigation between the National Bank of Ukraine (the "NBU") and Mr
Zhevago, the Group's controlling shareholder, in relation to the
personal surety of Mr Zhevago for the loan provided by the NBU to
the Bank F&C, the Chief State Bailiff of the Ministry of
Justice of Ukraine issued a resolution on arrest of debtor's
property as part of intended enforcement proceedings. The state
bailiff has imposed an arrest on part of the corporate rights of
50.3% of the issued share capital of FYM and FBM, assuming that
these rights are owned by Mr. Zhevago.
FAG filed lawsuits in October 2023
to cancel the arrest and to block the enforcement procedure. On 30
November 2023, a court of first instance suspended the enforcement
proceeding to forcefully sell Ferrexpo AG's corporate rights in FYM
and FBM. The state bailiff filed an appeal. For more details of
this case please see Note 14 Commitments, contingencies and legal
disputes to the Consolidated Financial Statements.
As previously referenced in the
Group's 2022 Annual Report and Accounts, a number of the Group's
subsidiaries in Ukraine received letters from the Office of the
Prosecutor General, notifying them of an ongoing investigation into
a potential underpayment of royalties between 2018 and 2021 (the
"Investigation"). On 3 February 2023, one of the Group's senior
managers in Ukraine received a notice of suspicion in relation to
this Investigation. On 6 February 2023, as part of the
Investigation, a court order was issued in Ukraine freezing the
bank accounts of FPM. These actions by the government of Ukraine
mirror actions taken in similar investigations into other metals
and mining companies in Ukraine, and therefore, represent a
scenario that the Group was aware of and able to partially mitigate
the associated risks. It is important to note that the Group may
not be able to successfully challenge this court order to freeze
FPM's bank accounts and may not be able to successfully challenge
the claims being made as part of the Investigation. The Group has
managed to get certain aspects of this court order to be repealed,
enabling the Group to pay certain amounts such as salaries and
taxes (but other restrictions remain in place).On 31 October 2023,
a notice of suspicion was delivered to another top manager. On 13
November 2023, the court approved the bail in the amount of close
to UAH 800 million. An appeal was filed, and after several court
dates were postponed, the next hearing is scheduled for 29 April
2024.
In addition to the royalties
investigation, on 10 January 2023 the State Bureau of
Investigations ("SBI") in Ukraine and on 17 January 2023 The
National Police of Ukraine performed several searches in respect of
investigations on alleged illegal extraction of minerals
("rubble"). FPM's position is that the minerals in question are not
a separate mineral resource, but that it is a waste product
resulting from the crushing of iron ore during the technical
process for the production of iron ore pellets. The sales of the
rubble were subject to inspections by the State Service for Geology
and Subsoil of Ukraine for many years and were suspended by the
Group in September 2021. The outcome of such investigations are the
notices of suspicion issued to the management of FPM by the SBI on
29 June 2023 and by the National Police of Ukraine on 22 September
2023 with subsequent payments of bails totalling UAH122 million
(US$3 million at this point of time) and UAH400 million (US$11
million at this point of time), respectively, that were approved by
the court. In the pre-trial investigation of the rubble case and
following an application from the prosecutor to arrest (freeze) all
rail wagons and railway access tracks owned by FPM, a court of
first instance issued the order to do so. FPM filed an appeal and a
hearing of the court of appeal on 30 October 2023 the court of
appeal confirmed the arrest of assets (freeze), but refused to
provide clarifications on the exact scope of the order which
created an alleged restriction on the use of one type of FPM's rail
cars. Since that time FPM has not been using this type of rail cars
(totalling 1,339 units), but continues to use another type of its
rail cars (totalling 1,043 units). The Group is engaging with the
authorities in Ukraine and intends to appeal the claims issued as
part of these investigations. Stakeholders should note that the
Group may not be able to successfully challenge the claims being
made as part of these pre-trail investigations.
The Group's exposure to operating in
Ukraine can result in high velocity risks. Risk velocity relates to
how fast a risk may escalate in scale and affect an organisation,
with high velocity risks considered to be those that move rapidly
from a starting point of having a low likelihood and scale of
impact, to having a high likelihood and scale of impact. Examples
of high velocity risks would be natural disasters and armed
conflict, both of which could be difficult to predict in advance
and could have a significant impact on a business.
The risk factors discussed here in
this section, either individually or in combination, have the
ability to materially adversely affect the Group's ability to
operate its production and other facilities, ability to export its
iron ore products, access to new debt facilities and ability to
repay debt, ability to reinvest in the Group's asset base, either
in the form of sustaining capital investment (to maintain
production or expansion), capital investment for future growth, or
the Group's ability to pay dividends, could result in a material
financial loss for the Group and could result in a loss of control
of the Group's assets.
Risk mitigation
Ferrexpo operates in accordance with
relevant laws and utilises internal legal counsel and external
legal advisors as required to monitor and adapt to legislative
changes or challenges.
The Group maintains a premium
listing on the London Stock Exchange and is subject to high
standards of corporate governance, including the UK Corporate
Governance Code and UK Market Abuse Regulation. Ferrexpo has a
relationship agreement in place with Kostyantin Zhevago, which
stipulates that the majority of the Board of Directors must be
independent of Mr Zhevago and his associates. For all related party
transactions, appropriate procedures, systems and controls are in
place and adhered to.
Ferrexpo prioritises a strong
internal control framework including high standards of compliance
and ethics. The Group operates a centralised compliance structure
that is supported and resourced locally at the Group's operations.
Ferrexpo has implemented policies and procedures throughout the
Group including regular training. Ferrexpo prioritises sufficient
total liquidity levels and strong credit metrics to ensure smooth
operations should geopolitical or economic weakness disrupt the
financial system of Ukraine. Ferrexpo looks to maintain a talented
workforce through skills training and competitive wages, taking
into account movements of the Ukrainian hryvnia against the US
dollar and local inflation levels. Ferrexpo has a high profile
given its international client base and London listing, and it is
important that Ferrexpo's Board of Directors and relevant senior
management continue to engage with the Group's stakeholders to
effectively communicate the economic contribution that Ferrexpo
makes to Ukraine and to show that it operates to high international
standards.
As set out in detail in the risk
description, the Group is involved in a number of ongoing legal
proceedings, some of which may potentially lead to attempted
seizures of the Group's funds, movable and immovable assets and
corporate rights in Ukrainian subsidiaries. In case of the
commencement of enforcement procedures for any ongoing legal
disputes, the Group will challenge every order and action of
claimants or bailiffs in the court, which is expected to delay for
a reasonably long period of time and block the seizure of funds and
assets.
1.3. Counterparty risk (external
risk)
As a business operating in a lower
middle income economy, and also as a business operating in a
country that is currently engaged in an armed conflict, there are
significant risks in respect of the Group's business interactions
with third party suppliers of goods and services. Risks may relate
to a number of subject areas, including (but not limited to)
governance and corruption risks, risk of collapse, risks relating
to monopolies and situations whereby alternative suppliers may not
be available, and counterparty risks relating to the conflict in
Ukraine whereby counterparties may be exposed to Russia (with such
relationships potentially not being known to the Group). The
full-scale Russian invasion of Ukraine in 2022 has imposed a
significant strain on the economy of Ukraine and has, therefore,
heightened the counterparty risks facing the Group.
A secondary effect of the ongoing
war in Ukraine is that the Group may be affected in its ability to
conduct effective due diligence on counterparties given the
imposition of martial law in Ukraine, and other war related
restrictions. The Group has had to change a number of key
suppliers since February 2022, and in doing so, has had to
conduct due diligence checks as part of each new relationship,
which carries inherent risk to the Group.
Counterparty risks may result in
direct consequences for the Group such as financial harm and
operational issues in sourcing material, and also include indirect
consequences such as damage to the Group's reputation either within
Ukraine or with international stakeholders, such as investors,
lenders and customers.
Additionally, recent events relating
to the controlling shareholder of the Group have resulted in
secondary effects on a number of business relationships of the
Group. The Group is currently managing these risks either through
existing relationships or through new relationships, and it should
be noted that any new (or change of existing) business relationship
carries an inherent counterparty risk to the Group.
Risk mitigation
In terms of supplier governance, the
Compliance team conducts regular checks on all suppliers, screening
entities for a number of risks and elevating those deemed to be
higher risk for further consideration by the FRMC Committee as to
their eligibility. For entities that the Group conducts business
with, the Group has developed a Code of Conduct for Suppliers,
which as of 2023 is referenced in 90% of all contracts equal to
approximately 2,000 due diligence checks completed on potential
third parties (2022: 90% and 1,300 checks).The Group's exposure to
the failure of a counterparty, or the failure of a party to provide
its contracted goods and services, is managed through the Group
engaging with a range of suppliers, where possible, in addition to
sufficient cash reserves to maintain the Group's overall liquidity.
Where it is not possible or practical to source goods and services
from multiple providers, the Group considers alternative goods and
services to meet its needs and to reduce single party
risk.
With regard to the structures in
place to monitor and manage counterparty risk, the FRMC Committee,
is an executive sub-committee of the Board charged with ensuring
that systems and procedures are in place for the Group to comply
with laws, regulations and ethical standards. The FRMC Committee
met ten times in 2023 (2022: ten) and is attended by the Group
Compliance Officer and, as necessary, by the local compliance
officers from the operations, who present regular reports and
ensure that the FRMC Committee is given prior warning of regulatory
changes and their implications for the Group. The FRMC Committee
enquires into the ownership of potential suppliers deemed to be
"high risk", and oversees the management of conflicts of interests
below Board level and general compliance activities (including
under the UK Bribery Act 2010, the Modern Slavery Act, the Criminal
Finances Act, and the EU General Data Protection
Regulation).
The Group aims to minimise risk
around the timely provision of goods and services through
maintaining sufficient cash reserves and liquidity, as well as
maintaining alternative suppliers should one counterparty
fail.
The Board aims to ensure adherence
to the highest standards of diligence, oversight, governance and
reporting with all charitable donations, with the Health, Safety,
Environment and Community ("HSEC") Committee required to provide
approval for community support expenditures.
2. Market related risks
2. Risks relating to the global
demand for steel
The Group is a part of the global
steel value chain, which is a sector that is heavily reliant on
global connectivity, and global factors that affect the supply and
demand balance of both steel and the raw materials required for
making steel.
Steel is typically made using
processes that involve iron ore, a portion of scrap steel
(depending on the process method) and energy (which can include
coal, natural gas and electricity). Prices for these key inputs can
be volatile, and are factors that will move independently of any
single steel producer's control, and will therefore have the
ability to significantly affect the profitability of individual
steel producers. Additional factors governing the input costs, and
therefore profitability, of steelmakers include: the availability
and cost of labour, requirements for capital investments to sustain
or grow output, the availability of raw materials and energy (in
addition to unit costs), the cost and availability of logistics
routes and the presence of lower cost competitors in key
markets.
Global steel demand varies
considerably and can be significantly influenced by factors outside
of the control of a steel producer, such as political instability
(e.g. the war in Ukraine), global energy prices, and the macro
outlook for the global economy. In addition to these macro-economic
environment factors, individual steel producing facilities and
regions may be affected by national, regional and local factors
such as political instability, political intervention, weather
events, cybersecurity events, and climate change, amongst other
factors.
Given that the factors listed here
have the potential to materially affect the profitability of steel
mills, individual companies and facilities may respond to
cyclically higher costs or weaker market conditions by reducing or
halting steel production, until more favourable market conditions
resume. This in turn could have a material effect on suppliers to
such businesses, including iron ore producers such as Ferrexpo. A
more recent trend has seen a surge in awareness of climate change
related issues, which is driving increased changes within various
levels of the operating environment for steel companies - from
local and regional government enacting legislation related to
climate change, to customers and local communities demanding that
steel production involve lower emissions. Efforts to counter the
effects of climate change in the steel industry, which typically
focus on the reduction of carbon emissions in the production of
steel, could generate higher operating costs in the near term, and
higher requirements for capital investment over the medium to long
term. Whilst operating costs for steelmakers could increase in the
near term as a result of emissions reduction measures, end users of
steel may not agree to higher steel prices, and therefore profit
margins could decrease until such costs are lowered or successfully
passed through to end users.
The structure of the global steel
industry relies on a consistent supply of materials to steel mills
and a consistent offtake of finished steel by customers. As a
consumer of bulk commodities, such as iron ore and coal, the timely
and reliable delivery of these materials is required for stable
steel prices, since any disruption in the delivery process can
create short and medium-term spikes in steel prices. Equally, a
scenario whereby global markets encounter an excessive supply of
steel, either through an unforeseen downturn in end-user demand, or
disruptive increases in steel supply, could have a negative effect
on steel prices.
Global steel markets also rely on
the consistent availability of logistics pathways, and events such
as the ongoing attacks on shipping in the Red Sea since October
2023, serve to demonstrate the possibility of short-term pricing
fluctuations in shipping freight rates (both positive and negative)
when global logistics chains are not functioning
optimally.
Risk mitigation
Under normal circumstances, the
Group has the ability to mitigate risks around demand for steel
through its global customer base, with the Group having the ability
to geographically arbitrage its products. During 2023, the Group
had no access to Ukrainian Black Sea ports, resulting in a shift to
European customers accessible by rail. When the Group has been able
to access alternative Black Sea ports, the size of shipments have
been lower at higher costs.
Other risk mitigation activities
include the Group's ability to produce high quality forms of iron
ore, which typically command higher premiums with customers and
also tend to be more in demand throughout the economic
cycle.
Ferrexpo operates in a country
whereby the local currency, the Ukrainian hryvnia, is a currency
which is correlated to the performance of commodity prices, and
historically the Group has experienced depreciation in the hryvnia
at times of lower commodity prices, which in turn reduces the
Group's dollar-denominated cost base. Movements in the
hryvnia-dollar exchange rate can, however, be influenced by other
factors and may not necessarily reduce costs at times of low iron
ore prices.
3. Risks related to realised pricing
3.1. Changes in pricing methodology
(external risk)
Pricing formulas for iron ore
pellets are governed by multiple factors, including the iron ore
fines prices, a premium for additional ferrum content, pellet
premiums, freight rates and additional quality premiums and
discounts depending on the type of iron ore pellet or concentrate
supplied and its chemistry.
Industry-wide factors, which are
outside of the Group's control, can influence the methodology for
pricing iron ore products, in addition to the various premiums and
discounts that are applied by individual customers and regions.
Premiums or discounts paid for specific characteristics may change
and adversely affect the Group's ability to market specific
products.
Should the standard industry pricing
methodology change in the future, it could have a positive or
negative impact on the Group in the form of realised prices for
iron ore pellets and concentrates, and therefore affect the Group's
financial performance. Additional potential impacts of changing
perceptions around pricing methodology could include a restriction
in the Group's ability to sell its products to specific customers
and geographic regions, should such stakeholders elect to pursue a
different pricing methodology with an alternative of iron ore
products suppliers.
As a producer of high-grade forms of
iron ore (grading 65% Fe and above), over time, the Group has
developed customer pricing agreements with customers on the basis
of high-grade benchmark fines indices (grading 65% Fe). Such
agreements enable the Group to realise the value of the iron
content in its products, with high-grade (65% Fe) fines index
trading an average of US$12 per tonne above the medium grade (62%
Fe) in 2023 (2022: US$19 per tonne)[10].
The premiums paid for material priced using the high-grade
benchmark index reflect the more restricted supply of higher grade
iron ores into the global market, with the majority of supply being
either low or medium grade iron ores. Premiums paid for higher
grade iron ores (referred to as the "ferrum premium") also reflect
the operational benefits to steel mills through higher blast
furnace productivity and lower emissions profiles associated with
higher grade input materials.
The Group also relies on pricing
structures for its pellets to include a pellet premium, which
reflects the high quality, pelletised nature of the iron ore
delivered to customers. Given the benefits of pellets to
steelmakers (namely improved furnace productivity and lower
greenhouse gas emissions), it is accepted practice that steelmakers
pay an additional premium for iron ore pellets (referred to as the
"pellet premium"). Pellet premiums have varied significantly in
recent years, which reflects both supply and demand-related
factors. Given the scale of the pellet premium relative to the iron
ore fines index and pelletising costs, significant shifts in pellet
premiums would have a significant impact on profitability and
product differentiation. A number of pellet premiums are quoted by
third parties, which are computed in a variety of ways. Any switch
from using one specified pellet premium to another quoted pellet
premium, could also result in a difference in realised pricing for
the Group.
Risk mitigation
The Group aims to price its products
through clear and consistent engagement with customers, with the
Group seeking to develop mutually beneficial long-term
relationships. Through consistent supply and consistent high
quality of the Group's products, Ferrexpo aims to maintain strong
relationships with its customers.
Through strong customer
relationships, the Group aims to ensure that the net realised
prices received for its iron ore products are in line with the
international benchmarks for pricing of similar products, in
addition to premiums paid for the quality and specification of the
product being sold.
Ferrexpo endeavours to achieve the
prevailing market price at all times, and the Group aims to be a
low cost producer and therefore cash flow positive throughout the
commodities cycle.
3.2. Lower iron ore prices (external
risk)
This factor is one that is connected
to risks related to the global demand for steel, since demand for
steel directly impacts the pricing of raw materials used to produce
steel, such as iron ore.
As a company that derives the
majority of its revenues from iron ore products, Ferrexpo is
inherently exposed to iron ore prices, either in the form of
benchmark iron ore fines prices, or pellet premiums. Variations in
iron ore prices come in a number of forms, from the underlying iron
ore price, the ferrum and pellet premium in addition to discounts
and premiums applied for the naturally occurring trace elements in
ores such as silica and alumina.
The iron ore fines price is the
largest component of pricing for the Group's products, which
averaged US$132 per tonne in 2023 (65%Fe[11], 2022: US$139 per tonne). Iron
ore fines prices are predominantly affected by Chinese demand,
which is the largest import market globally.
The quoted price for iron ore fines
is called the benchmark index, and is applicable for forms of iron
ore that have a specified chemistry that is amenable for
steelmaking, such as the percentage of each trace element contained
(e.g. silica, alumina and phosphorus). The Group's products
typically conform to the requirements of the benchmark index, and
therefore tend not to have penalties applied. Iron ores that do not
comply with the benchmark index, however, will be subject to a
range of penalties, which may vary significantly depending on a
range of market factors and technical requirements of each steel
mill. Any variation in the quality and chemistry of the Group's
iron ore that is sold in any given period could therefore result in
penalties being incurred.
A secondary component of the pricing
structure of the Group's products is the pellet premium, which is
applied to the sale of iron ore pellets. This premium is
significant to the Group, and historically can represent up to an
additional 50% on top of the benchmark iron ore fines index. Should
reputational issues concerning the Group and its UBO affect
existing or potential relationships in steelmaking regions that
demand Ferrexpo's high-grade product offerings, the Group may no
longer be able to realise the same level of product pricing as
previously experienced.
The Group aims to mitigate price
risk through producing high-grade, low impurity iron ore products,
which receive premiums when sold to customers, rather than
penalties or discounts. Through such products, the Group has been
able to build a higher-margin business, which in turn enables
further investment in the Group's production facilities.
In addition, the Group aims to be a
low cost producer of iron ore products. Through operating with a
lower cost base than the Group's peers, particularly when the
premiums paid for pellet quality and specification are considered,
Ferrexpo aims to remain competitive on a global basis.
Ferrexpo's operating costs are
partly correlated with commodity prices. When the commodities cycle
is in a downward phase, Ferrexpo typically receives a lower selling
price, but the Group's cost base also tends to decline as a result
of local currency devaluation. The Ukrainian hryvnia is a
commodity-related currency and has historically depreciated during
periods of low commodity prices, although movements of the
Ukrainian hryvnia against the US dollar can also be influenced by
short-term geo-political and other factors.
Ferrexpo regularly reviews its
options in respect of hedging sales. The Group's current strategy
is to not enter into such hedging agreements due to the relatively
low liquidity of this market and high costs involved. The Group
will continue to review this strategy as the market for hedging
iron ore pellets evolves, which may increase the attractiveness of
hedging.
Risk mitigation
The Group aims to mitigate price
risk through producing high-grade, low impurity iron ore products,
which receive premiums when sold to customers, rather than
penalties and/or discounts. Through such products, the Group has
been able to build a high-margin business, which in turn enables
further investment in the Group's production facilities.
In addition, the Group aims to
be a low cost producer of iron ore products. Through operating with
a lower cost base than the Group's peers, particularly when the
premiums paid for grade and form (pellets) are considered, Ferrexpo
aims to remain competitive on a global basis.
Furthermore, Ferrexpo's operating
costs are partly correlated with commodity prices. When the
commodities cycle is in a downward phase, Ferrexpo typically
receives a lower selling price, but the Group's cost base also
tends to decline as a result of local currency devaluation. The
Ukrainian hryvnia is a commodity-related currency and historically
over the long-term it has depreciated during periods of low
commodity prices, although movements of the Ukrainian hryvnia
against the US dollar can also be influenced by short-term
political factors, in addition to other factors.
Ferrexpo regularly reviews its
options in respect of hedging the price of its output. The Group's
current strategy is to not enter into such hedging agreements due
to the relatively low liquidity of this market and high cost of
entering into such arrangements. The Group will continue to review
this strategy as the market for hedging iron ore pellets develops
over time, which may eventually reduce the effective cost of such
arrangements.
3.3. Pellet premiums
The pricing of the Group's products
includes a pellet premium. This references the pelletised nature of
Ferrexpo's products and the benefits they offer in the steel making
process. Consequently iron ore pellets customers will pay a premium
over and above the prevailing iron ore fines price. The pellet
premium is one of the principal factors that enables the Group to
generate higher-margins.
Factors governing the pellet premium
in any given year include supply and demand for iron ore pellets.
Demand factors can be related to the global macro-economy and
steelmakers desire to optimise their production and productivity,
which tends to result in demand from steelmakers. Pellet demand can
also be affected by emissions reduction legislation. Iron ore
pellets remove the need for sintering in steel making, a process
that typically uses coal. Steelmakers that utilise a greater
proportion of pellets in a blast furnace can therefore reduce the
overall emissions footprint of steel production.
The overall supply of iron ore
pellets is relatively constrained, with existing producers
typically producing at their nameplate capacity and the
construction of new pelletiser capacity usually requiring
significant capital investment to establish production facilities
and the associated infrastructure required to support the
production and transportation of bulk commodities to customers.
Consequently, there has been limited new pelletising capacity come
on line in the past five years. Supply-side disruption has been
prominent factor in recent years, with the failure of two tailings
dams in Brazil resulting in significant volatility in supply from
two of the largest pellets exporters to the global steel industry.
Both of the companies involved in these incidents have now resumed
production from the affected production facilities, and therefore
the market is absorbing the return of this production at increasing
rates.
Should reputational concerns over
the Group and its UBO affect existing or potential relationships,
the Group may no longer be able to realise the same level of pellet
premiums as previously experienced.
Risk mitigation
Despite being one of the largest
iron ore pellet exporters, the Group's market share is not
sufficient to be a price setter. Consequently, therefore the Group
realised pellet premiums tend to follow the level set by larger
market participants.
To mitigate this, the Group's
strategy is to be a low cost producer. Historically, the Group has
operated as one of the lower costs pelletising operators, and
therefore swing producers have tended to moderate the pellet
premium at times of low pricing by withdrawing from the market
supporting a floor in prices due to a tightening in supply. The
Group has had to operate below its nameplate capacity during 2023
due to the ongoing war in Ukraine. As such, pelletising costs
marginally increased to US$30 per tonne in 2023 (2022: US$29 per
tonne). Despite this increase, the Group has managed to keep
pelletising costs below the prevailing pellet premium for the
year.
The strategy of targeting low cost
production is enhanced through Ferrexpo's location in Ukraine, with
the Ukrainian hryvnia having a close correlation to commodity
pricing, which therefore tends to devalue at times of low commodity
pricing, reducing the Group's cost base.
3.4. Freight rates (external
risk)
The pricing of a bulk commodity,
such as Ferrexpo's iron ore products, typically includes a
component of the net realised pricing that considers the cost of
transporting material to the customer. For Ferrexpo, this pricing
typically refers to either the C3 or C2 freight indices (published
by the Baltic Exchange), as these are reflective of the shipping
cost for accessing either the Asian or European market
(respectively). Freight rates are a deduction from the pricing
received from the pellet, and therefore higher freight rates will
result in lower net realised pricing for the Group, and vice
versa.
The factors driving freight rates
include the prevailing fuel cost for ships, the availability of
vessels at a given point in time, and insurance policies required
for ships to service the required route (the latter being a
significant factor for chartering parties looking to ship via the
Black Sea during the present time).
As a guide, the C3 freight index
(representing a seaborne Brazil-China trade route on a capesize
vessel) was US$24.99 per tonne at the end of 2023 compared to
US$20.07 per tonne at the end of 2022[12].
Additionally, the war in Ukraine has
had an impact on the Group's ability to charter vessels with ship
owners, as the limited availability of Ukrainian Black Sea ports
has reduced the Group's access to the seaborne market. Whilst the
increased costs associated with trading within the Black Sea have
been reflected in Black Sea freight rates since the outset of the
war, the Group has on occasion chartered vessels from alternative
Black Sea ports due to the Group's strong relationships with ship
owners. Only recently, since January 2024, the Group has resumed
shipments from the Port Pivdenniy in Ukraine, while continuing to
closely monitor the risk of access to the Black Sea ports in
Ukraine. Further freight-related realised effects, or potential
risks, of the war in Ukraine include an increase in the insurance
premiums required for vessels travelling to Black Sea ports
(Ukrainian ports or otherwise), and the delayed loading and
unloading times which can result in increased demurrage
costs.
The Group is also aware of potential
risks that relate to recent events with the Group's UBO which may
affect Ferrexpo's ability to conduct business relationships with
freight providers. Should third party concerns relating to these
matters prevent Ferrexpo from engaging in business relationships
with specific freight providers, then the Group may incur higher
freight rates and a smaller pool of ship owners prepared to work
with the Group.
Risk mitigation
The Group has its own in-house
freight specialist, which helps the Group to receive a competitive
rate for freight cargoes. The Group's management team regularly
visit and speak with ship owners around world and it is therefore
possible to maintain a detailed understanding of both the global
freight market and ship owners.
As a result of the Group's
operations being located in Ukraine, seaborne freight chartering
has been reduced in 2023 (following Russia's closure of the Black
Sea to Ukrainian ports), and as such the Group has increasingly
relied on its European customer network for sales. Despite this,
the international freight rate is still relevant for the business,
as many contracts reference a quoted freight rate and the Group has
maintained some seaborne sales.
The Group currently does not enter
into hedging arrangements for freight rates, which is an approach
consistent with the Group's strategy on other forms of hedging.
This approach is continually reviewed by the Group's management
team, and such arrangements may be entered into if it is deemed to
be beneficial to the Group.
The Group's freight department
regularly monitors freight-related risks associated with the war in
Ukraine, or otherwise, with an aim of ensuring effective decision
making in light of changes to the operating landscape.
4. Operating risks
4.1. Risks relating to producing our
products
The Group's operations involve the
mining of iron ore, which requires detailed planning of blasting,
excavation and haulage activities, to deliver sufficient quantities
of iron ore in a timely manner to the Group's processing plant,
which crushes, grinds and beneficiates the material from in-situ
iron ore grades (ranging approximately 25-30% Fe) to high-grade
concentrate (either 65% or 67% Fe) for Ferrexpo's direct sale or
pelletising. In the pelletising facilities, the concentrate is
converted into pellets via a series of kilns, operating at
approximately 1,300oC. The above processes are complex
and carry inherent risks as a result. The Group is able to mitigate
such risks through a range of activities and the collective
experience of the Group's executive management and operating teams,
but it may not be possible to eliminate all risk
factors.
As a business with its main
operating assets located in Ukraine, the Group has faced
significant risks relating to the ongoing war in Ukraine. The Group
has also faced a number of indirect consequences of the war in its
operations, such as a number of skilled personnel departing
Ferrexpo's operations to either serve in the Armed Forces of
Ukraine or relocating away from the conflict, the Ukrainian
authorities requiring the delivery of specific equipment for
military use (typically light vehicles), interruptions in the
availability of specific materials relevant for the conflict such
as detonators, nitre, fuel and restrictions on operating practices,
such as scheduled blasting in the pits.
Outside of risks that directly
relate to the war in Ukraine, the Group faces material risks
relating to its mining operations that include (but are not limited
to) health and safety related risks, the risk of a pit wall failure
or fall of ground incident in the Group's mines, equipment failure
(either due to operator oversight, failures in maintenance
practices or failure despite acceptable levels of maintenance),
weather events preventing access to the Group's operations, poor
planning processes resulting in a lack of high-grade iron ore for
processing, or the failure of drilling to optimise face
availability or identify the correct location of ore and waste
material. Risks in the processing plant, covering the beneficiation
and pelletisation of material, also include (but are not limited
to) equipment failure and unscheduled equipment downtime, a lack of
spare parts, a lack of key input materials, unsuitable equipment
for processing of certain ore types, operating restrictions and
extreme weather events (or other events potentially related to
climate change) that may impact the ability to produce or store the
Group's products. As operations continue to be modernised, the
Group also faces cybersecurity-related risks from cyber threats and
other factors that may impair the Group's ability to operate its
electronic equipment.
The risks described above are
typically short-term events and the Group also faces longer-term
risks, such as climate change and country risks related to Ukraine.
Potential risks related to climate change are also detailed in this
report, and have been identified through the Group's recent
collaboration with environmental consultants Ricardo
Plc.
The Group is also aware of potential
risks that relate to recent events with the Group's UBO, which may
affect Ferrexpo's ability to source key input materials and labour
either within Ukraine or overseas. Should third party concerns
relating to these matters prevent Ferrexpo from engaging in
business relationships with specific providers of materials and
labour, then the Group may have challenges in its ability to
produce, or incur higher costs relating to the sourcing of the same
inputs from a smaller group of providers or group of people.
Despite the current limitations, the Group continues to maintain
production and retains the ability to increase production depending
on logistics availability. The availability of skills however, is
becoming more challenging due to conscription and
emigration.
Risk mitigation
The Group employs an experienced
management team and has a management structure in place to monitor,
and where necessary, manage risks as and when these risks escalate.
The Group's business model is in a sector that has inherent risk in
the mining and processing of materials, with these risks being
manageable and, where possible, mitigation measures are utilised to
ensure the safe operation of the Group's facilities to ensure the
efficient production of the Group's iron ore products. The Group
maintains a risk register of more than 40 risk areas, which is
monitored on a frequent basis by the Group's operational teams and
reported to the relevant management committees. Where an
operational risk is deemed to be sufficiently significant in terms
of potential impact or likelihood, appropriate risk mitigation
measures are sought, often with the assistance of third party
specialists, where relevant.
Efforts aimed at maintaining
equipment include ongoing repairs, keeping stocks of replacement
parts and materials, and supporting contractors. To ensure stable
energy supply, the Group cooperates with governmental organisations
through joint projects to upgrade of the energy structure. The
Group also has its own solar power plant capacity to meet its
minimum power requirements.
To manage the availability of
skills, the Group has expanded its recruitment and training
programmes to attract and train more people.
4.2. Risks relating to delivering
our products to customers
The Group is a producer of a bulk
commodity, meaning that its business model relies on timely and
consistent access to a logistics network with sufficient capacity
to transfer a large volume of material to the Group's customer base
around the world. Any interruption to the scale, availability or
reliability of this logistics network has the potential to
significantly affect the Group's ability to operate its business
model and generate cash flow. The nature of being a producer of a
bulk commodity means that should an interruption of logistics
occur, there may be limited time or sufficient funding available to
efficiently remedy the situation or stockpile excess material,
potentially resulting in a temporary suspension of the Group's
production facilities and an associated effect on the Group's
ability to generate revenues and maintain a strong balance
sheet.
The Group's logistics network is
multi-nodal, including the Group's use of the railway network in
Ukraine and further afield across Europe, a stake in a berth at a
port facility in south west Ukraine (used for loading vessels for
the seaborne market), and an inland waterway logistics business
along inland waterways.
Examples of risks relating to the
Group's logistics network, aside from those specifically relating
to the ongoing Russian invasion of Ukraine, range from those
potentially affecting railway logistics, which include (but are not
limited to) the unexpected closure or suspension of sections of the
railway network in Ukraine or Europe required for deliveries, a
reduction in rail capacity related to the phasing out of outdated
equipment and insufficient investment in replacement equipment,
potential political interference in the Group's ability to book
railway access and wagons (including the restriction on the use of
one type of FPM's rail cars noted in Note 14 Commitments,
contingencies and legal disputes to the Consolidated Financial
Statements). Extreme weather events (either related to climate
change or otherwise) and a lack of personnel to operate rail
locomotives and infrastructure effectively. The Group faces similar
risks relating to its use of inland waterway logistics, including
on the River Danube, and in addition includes risks relating to
abnormally high and low water levels, which may impede passage of
vessels. Such risks are expected to be exacerbated in the future by
the potential impact of climate change. Similar risks are posed to
the Group and its ability to access seaborne markets should extreme
weather events (either climate change related or otherwise) affect
operations at the Port of Pivdennyi or other ports used by the
Group, or shipping routes such as the Suez Canal and Red
Sea.
The Group is also aware of potential
risks that relate to recent events with the Group's UBO, which may
affect Ferrexpo's ability to secure bookings on key logistics
routes either within Ukraine or overseas. Should third party
concerns relating to these matters prevent Ferrexpo from engaging
in business relationships with specific logistics providers, then
the Group may incur difficulties in its ability to ship products,
or may incur higher costs relating to the sourcing of logistics
options along alternative routes.
It should be noted that during 2023
the Group benefited from more stable rail transportation within
Ukraine. Also, the Group operated from its own pellet
trans-shipment site on the Ukrainian border, in addition to various
warehouses in Ukraine and in other countries to endure the stable
supply of its goods to its customers.
Risk mitigation
Since listing in 2007, the Group has
sought to invest in its logistics capabilities and overall
capacity, to ensure cost effective and sufficient access to a
logistics network. This has involved the purchase of railcars,
including a fleet of over 3,000 wagons, which helps ensure
availability, despite the freeze of part of own wagons (as
disclosed in Note 14 Commitments, contingencies and legal disputes
to the Consolidated Financial Statements), reduce operating costs
and ensure product quality whilst pellets are in transit to
customers. Similarly, the Group owns a 49.9% stake in a berth at
the Port of Pivdennyi in south-west Ukraine, along with a
trans-shipment vessel ("Iron Destiny"), which permits the Group to
load trans-shipment vessels for the seaborne market. Iron Destiny
was outside of Ukrainian waters undergoing routine maintenance at
the time of Russia's invasion of Ukraine on 24 February 2022,
ensuring safe ownership. The Group also owns its inland waterway
logistics provider (First-DDSG), which is based in Vienna, Austria,
and has locations along the River Danube and other inland
waterways.
To maintain timely access to its
logistics network, the Group maintains close working relationships
with logistics providers and related parties that are key players
in the Group's logistics operations.
4.3. Risks relating to health and
safety
Effective management of health and
safety related risks is important due to the inherent risks
involved in the nature of mining and processing operations. The
processes involved in the mining and processing of metalliferous
rock has progressed significantly in recent years, but risks remain
if policies and procedures are not followed correctly, or if
equipment is not maintained and used correctly.
Mining activities involve the use of
large scale heavy equipment, such as haul trucks, excavators and
bulldozers, with each item of equipment weighing a considerable
number of tonnes and which are expected to regularly move around to
a number of locations throughout a shift. The operation of mining
equipment is inherently dangerous if operators are not correctly
trained, or if due care and attention are not applied when
operating each item of equipment. Activities within a mine include
the drilling and blasting of rock, excavation and transport of ore
to either the processing plant or waste dumps, watering of surfaces
to reduce dust emissions and the construction of waste dumps to a
specified design. Activities are typically conducted 24 hours a
day, at which during certain time, poor weather and low light
conditions are a risk for operators, even though the Group has
extensive lighting on equipment during dark hours.
Risk mitigation
The Group's approach to mitigating
safety risks is to understand the causal factors of safety
incidents, through creating risk registers for each activity being
undertaken or area within the Group's main operations. The Group
also records leading indicators of safety, with an aim to monitor
and improve these factors, to reduce the risk of a safety-related
incident occurring. Examples of leading indicators include the
number of training courses undertaken, high visibility safety tours
by senior managers, safety inspections and hazard reports
completed. In the instance of a safety-related event occurring, the
Group aims to learn from each event, to reduce the risk of a repeat
occurrence. Lagging indicators of safety help the Group's
management team to record the effectiveness of safety measures
being implemented, and the main indicators used to track
performance are the Group's lost time injury frequency rate
("LTIFR"), total recordable injury frequency rate and
fatalities.
Throughout its operations, the Group
is seeking to implement modern forms of technology, including
autonomous equipment, which help to remove operators from hazardous
working environments.
4.4. Risks relating to operating
costs
The Group's business comprises a
number of open-pit mining operations, an iron ore processing
complex and a range of ancillary activities that support the safe
production of the Company's products, which requires a range of
input goods and services. The Group's costs are subject to a range
of factors, some of which are controlled by the Group, whilst
others are outside of the Group's control, meaning that resulting
profitability may fluctuate.
The Group operates in an energy
intensive industry, and therefore requires a range of
commodity-based inputs such as diesel and natural gas, as well as
electricity, which are subject to market factors outside of
Ferrexpo's control and can influence the Group's overall
profitability. Examples include natural gas prices which increased
significantly during 2022, though have abated in 2023.
Further to energy costs,
inflationary pressures continued to be absorbed during 2023. Cost
inflation has the potential to affect a wide range of the Group's
input costs at its operations, with the Group potentially not able
to effectively counter such pressures due to the benchmark pricing
of the Group's products.
A primary cause of cost inflation
has been the Group's inability to operate at its nameplate capacity
due to the war in Ukraine, resulting in the absorption of fixed
cost on lower production, i.e. increasing unit costs. Additionally,
inflationary pressures have been seen on a global basis since 2022,
a reflection in energy prices, though in turn equipment and
maintenance costs, salaries and wages. Consumer price inflation in
Ukraine in 2023 is estimated to have slowed to 12.9% (2022: 26.6%),
reflecting the exceptional circumstances experienced since 2022 in
Ukraine, but also globally. Given that the Russian invasion of
Ukraine remains ongoing, it is expected that the negative impacts
of the war will continue to be experienced by the Group, such as
lower production and higher unit costs.
The use of natural gas is a key
component of the Group's pelletising operations and its use is
therefore essential for the production of iron ore
pellets.
The Group is also aware of potential
risks that relate to recent events with the Group's UBO, which may
affect Ferrexpo's ability to source key input materials and labour
either within Ukraine or overseas. Should third party concerns
relating to these matters prevent Ferrexpo from engaging in
business relationships with specific providers of materials and
skills, then the Group may incur difficulties in its ability to
produce, or incur higher costs relating to the sourcing of the same
inputs from a smaller group of providers or people.
The Group benefits open access to
the energy market, allowing it to obtain energy resources at market
prices. Additionally, the cost of production is supported by the
depreciation of the national currency and long-term relationships
with suppliers of key standardised materials.
Risk mitigation
The Group has operated through a
number of commodity cycles and the Group's operations have been in
production for over 50 years, and through this experience of
operating, the Group's management team has developed an
understanding of cost effective production and the required level
of goods and services to optimise the Group's profitability at any
given level of production.
The Group has a number of measures
in place to reduce and minimise operating costs, where possible, to
maintain profitability throughout any given commodity cycle. For
input goods that are a requirement of the production of pellets,
the Group aims to minimise use and develop substitutes for use in
the Group's operations, which may help reduce reliance on a single
input (or limited number of inputs), and thereby reduce risks
relating to the cost and supply of individual inputs. As an
example, a partial substitute would be the use of sunflower husks
in the Group's pelletiser, which is used to fuel the pelletiser. In
2023, the Group successfully sourced 32% of the pelletiser's
heating energy from sunflower husks (2022: 21%). Other examples of
substitution of goods within the Group's operations include the use
of different manufacturers of mining equipment, with different
suppliers of spare parts, which reduces operational risks and can
reduce operational costs.
4.5. Risks relating to information
technology ("IT") systems and cybersecurity
The Group is increasingly adapting
to modern technologies for the safe, efficient and cost effective
production of its products and the associated ancillary services.
With IT systems becoming increasingly important to the Group's
business activities, the risks associated with IT security and the
continued availability of IT systems have increased in recent
years, particularly in light of the increased complexity of
cyberattacks on IT systems. Cybersecurity threats may take the form
of, but are not limited to malware, ransomware, phishing,
denial-of-service attacks, and password attacks.
Cyberattacks, such as malware and
ransomware, are often unreported in the mainstream media by
companies and governments wishing to avoid negative publicity. It
is therefore difficult to ascertain the full extent to which the
Group is facing cybersecurity risks. In the past, published
cyberattacks affecting companies and governments have closed or
limited a company's ability to produce, or have withheld or
disclosed confidential information, and have withheld access to key
operational infrastructure.
A consequence of the war is a
shortage of IT personnel due to conscription. The availability of
skilled IT people is becoming a challenge in Ukraine and replacing
people can take longer than before the war.
The Group is exposed to heightened
risks related to cybersecurity at the present. The war takes place
in a number of environments, including attacks on IT systems in
Ukraine. Attacks can be expected on any IT system in Ukraine as a
result of the war, and therefore, organisations such as Ferrexpo
may be the target of an attack due to its location, or as part of a
hybrid war to damage the economy of Ukraine. Consequently, it is
difficult for the Group to predict the source, scale or nature of
any cyberattack.
Risk mitigation
The Group's IT department conducts
regular reviews of the general IT landscape and provides regular
cyber awareness training for employees as well as ad hoc
notification when new threats are identified. The Group also
regularly reviews requirements on data protection, with email
security bulletins circulated to ensure internal IT users are
provided with up-to-date information on cybersecurity. The Group
has also implemented a dynamic approach to anti-malware policies,
to ensure an adaptive approach for new threats as they
emerge.
In 2023, the Group's IT
infrastructure was adapted to meet the needs of longer war. The
Group invested resources and efforts in strengthening cross-backup
infrastructure to meet updated Group disaster recovery
policies.
Following a series of cyberattacks
on different corporate networks this year, the Group's IT
department initiated a project to upgrade the Group's global
network connectivity links and their underlying technology. As a
result of these efforts, the Group was able to withstand a DoS
attack this year with minimal disruption to its production and
communication processes. Additionally, the IT department, together
with the executive committee, constantly assess the need of ISO
2700x compliance audits on bi-quarterly or quarterly term. In
parallel, the Group must respond to the possibility of cyberwarfare
and conventional warfare tactics, for example by commissioning of
additional IT infrastructure in bomb shelters. Other examples of
vigilance include the deployment of extensive power control
systems, and urgent upgrades and migrations due to
vulnerabilities.
Further to existing practices and
protocols, the Group regularly updates the software and hardware in
use throughout its business, to reduce the Group's exposure to
known weaknesses in cybersecurity.
5. Risks relating to climate
change
Climate change represents a
challenge for the modern world, with multiple stakeholders seeking
to adapt to a low-emissions future.
Climate change poses a number of
physical and transition risks as the world seeks to reduce
emissions and its reliance on technologies and activities that are
relatively intensive for the emission of greenhouse gases. See Note
2 Basis of preparation to the Consolidated Financial Statements for
details on potential impact on the consolidated financial
statements. Physical risks are those that affect the physical
environment - such as increased heat events, prolonged droughts and
low water levels, dust emissions, and the increased severity of
precipitation events. Transition risks are those that relate to
society's shift to a low emissions future, such as reputational
risks and the risk of technologies becoming redundant in a lower
emissions future. A review of potential climate change related
risks was conducted as part of the work carried out with
environmental consultants Ricardo Plc in 2022, with this work
detailed in the Group's Climate Change Report. A materiality
assessment as part of this work identified the following as the
main risk areas facing Ferrexpo: (a) demand for low carbon
emissions steelmaking, (b) shipping: targets and regulations on
carbon emissions and (c) carbon pricing/tax: targets and
regulations on carbon emissions. Further details of the work
completed in collaboration with Ricardo Plc are available in
Ferrexpo's Climate Change Report on the Group's website.
At this stage in the global
development curve on climate change science and decarbonisation
efforts, there is a heightened degree of stakeholder focus on
decarbonisation efforts. Given this focus, there is an associated
expectation of progress being made that may not match the
availability of relevant technology and equipment, or the financial
viability of any technology, and therefore there is a risk of
rising stakeholder concern if a company's decarbonisation plans and
targets are not effectively communicated, or are deemed
insufficient. Should stakeholders require further action or
increased efforts for decarbonisation of a business, this may
create additional financial, operational and reputational risks for
the business.
Risk mitigation
The Group understands the importance
of climate change, both in its impact on the business, as well as
the Group's potential impact on climate change. The Group aims to
reduce its emissions over time and has set a series of reduction
targets for its greenhouse gases (principally carbon dioxide) for
the medium and long term (2030 and 2050, respectively). In December
2022, the Group published its inaugural standalone Climate Change
Report, which represents the first phase of work completed with
environmental specialists Ricardo Plc. This report details a number
of measures that the Group is either utilising today to reduce
emissions, or plans to use in the future, in order to achieve these
emissions targets.
The Group has a streamlined approach
to reducing emissions, focusing where possible on activities that
generate the greatest emissions, as well as identifying low cost
solutions that may reduce the impacts of the Group's activities.
The main source of the Group's overall emissions (being Scopes 1, 2
and 3 collectively) is the downstream use of iron ore pellets in
steelmaking, which accounted for 85% of total emissions in the
Group's baseline year of 2019. In order to reduce this aspect of
emissions, one of the Group's objectives is to increase its focus
on production of direct reduction ("DR") pellets, which are used in
an alternative method of steelmaking (the direct reduced iron -
electric arc furnace process), which results in DR pellets
generating 37% lower emissions when converted to steel, compared to
the Group's blast furnace pellets, as assessed by Ricardo plc. With
regard to Scope 1 and 2 emissions, the Group has initiated a number
of projects to reduce these categories of emissions, including a
clean power purchasing strategy. The Group is continuing to study
options to reduce diesel consumption by installing clean
electricity powered pantograph-trolley-assist technology to haul
trucks out of the open pit mines.
Through these projects, the Group
stated objective was to produce iron ore pellets on a net zero
basis by 2050. For further details of the net zero pathway
identified through working with Ricardo Plc, as well as the Group's
carbon emissions reduction targets.
The Board and management team
understand that further reductions in these emissions are possible
in the coming years, however, due to a protracted war there is no
certainty that these can be fully achieved. This means that the
Board will need to assess its targets and possibly restate the
Group's Net Zero pathway.
STATEMENT OF DIRECTORS'
RESPONSIBILITIES
Statement by the Directors under the UK
Corporate Governance Code
The Directors are responsible for
preparing the Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors
to prepare such financial statements for each financial year. Under
that law the Directors are required to prepare the Group financial
statements in accordance with International Financial Reporting
Standards as adopted in the United Kingdom ("UK adopted IFRS")
and have also chosen to prepare the Parent Company financial
statements in accordance with the United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 Reduced Disclosure Framework,
and applicable law).
Under company law, the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Group and the Parent Company and of their profit or loss for that
period.
In preparing the financial
statements, the Directors are required to:
· select suitable accounting policies and apply them
consistently;
· make
judgements and estimates that are reasonable and
prudent;
· state whether applicable UK adopted International Financial
Reporting Standards have been followed for the Group financial
statements and United Kingdom Accounting Standards, comprising FRS
101 Reduced Disclosure Framework have been followed, subject to any
material departures disclosed and explained in the financial
statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Group's and Parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the
Group and Parent Company and enable them to ensure that its
financial statements comply with the Companies Act 2006. The
Directors are also responsible for safeguarding the assets of the
Group and Parent Company and for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in the
United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Responsibility Statement of the Directors in
respect of the Annual Report and Accounts
We confirm that to the best of our
knowledge:
(a) the Group financial statements,
prepared in accordance with UK adopted IFRS, give a true and fair
view of the assets, liabilities, financial position and profit of
the Company and the subsidiary undertakings included in the
consolidation taken as a whole and attention is drawn to the
material uncertainty in terms of the Group's ability to continue as
a going concern in Note 2 Basis of preparation of the Consolidated
Financial Statements on pages 46 to
48;
(b) the Parent company financial
statements, which have been prepared in accordance with United
Kingdom Accounting Standards, comprising FRS 101 Reduced
Disclosure Framework, give a true and fair view of the Company's
assets, liabilities and financial position of the Parent
Company;
(c) the Strategic Report includes a
fair review of the development and performance of the business and
the position of the Company and the subsidiary undertakings
included in the consolidation taken as a whole, together with a
description of the Principal Risks and uncertainties that they
face; and
(d) the Annual Report and financial
statements, taken as a whole, is fair, balanced and understandable,
and provides the information necessary for shareholders to assess
the Group's and Company's position, performance, business model and
strategy.
This responsibility statement was
approved by the Board of Directors on 17 April 2024 and is signed
on its behalf by:
Lucio Genovese
Executive
Chair
Nikolay Kladiev
Executive
Director/Chief Financial Officer
17 April 2024
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF FERREXPO
PLC ON THE PRELIMINARY ANNOUNCEMENT OF FERREXPO
PLC
As the independent auditor of
Ferrexpo Plc we are required by UK Listing Rule LR 9.7A.1 (2) to
agree to the publication of Ferrexpo Plc's preliminary statement of
annual results for the year ended 31 December 2023.
The preliminary statement of annual
results for the year ended 31 December 2023 includes the 2023 full
year results and the disclosures required by the Listing rules
including:
· Financial Highlights and 2023 Financial Summary;
· Executive Chair Statement;
· Chief
Financial Officer Statement;
· Management commentary included under the following headings;
Operating During a Time of War, Operational Review, Market Review,
Financial Review, Responsible Business Review Sections, Risk
Management, Principal Risks Sections;
· Statement of Directors' Responsibilities;
· Consolidated Income Statement;
· Consolidated Statement of Comprehensive Income;
· Consolidated Statement of Financial Position;
· Consolidated Statement of Cash Flows;
· Consolidated Statement of Changes in Equity;
· Notes
to the Consolidated Financial Statements; and
· Alternative Performance Measures.
The Directors of Ferrexpo Plc are
responsible for the preparation, presentation and publication of
the preliminary statement of annual results in accordance with the
UK Listing Rules.
We are responsible for agreeing to
the publication of the preliminary statement of annual results,
having regard to the Financial Reporting Council's Bulletin "The
Auditor's Association with Preliminary Announcements made in
accordance with the requirements of the UK Listing
Rules".
Status of our audit of the financial
statements
Our audit of the annual financial
statements of Ferrexpo plc for the year ended 31 December 2023 is
complete and we signed our auditor's report on 17 April 2024. Our
auditor's report is not modified although included a separate
section with regard to material uncertainties related to going
concern as a result of the ongoing war and the application of local
legislation in Ukraine in respect of the outcome of the proceedings
in which the Group is involved. The audit report also drew
attention to the uncertainty in the application of local
legislation in Ukraine in respect of the outcome of the proceedings
in which the Group is involved and to the uncertainty related to
the estimate of the recoverable amount of certain assets of the
Group as result of the ongoing war and ongoing legal proceedings in
Ukraine.
Procedures performed to agree to the preliminary announcement
of annual results
In order to agree to the publication
of the preliminary announcement of annual results of Ferrexpo Plc
we carried out the following procedures:
Confirmed that the preliminary
statement includes the minimum information required by the Listing
Rules.
Checked that the figures in the
preliminary statement have been accurately extracted from the
audited financial statements.
Checked the consistency of
presentation of the financial information in the preliminary
statement with the audited financial statements.
Read management commentary, the
financial information in the consolidated financial statements and
notes thereof and considered if the management commentary
is:
· Fair,
balanced and understandable
· Materially consistent with the financial statements and with
the contents of the annual report
· Consistent with the information and our knowledge obtained in
the course of the audit of the financial statements of Ferrexpo Plc
for the year ended 31 December 2023.
Considered if for Alternative
Performance Measures (APMs) and associated narrative:
· APMs
are clearly defined and have been given meaningful
labels
· The
use and relevance of APMs is explained
· APMs
have been reconciled to the most relevant figures in the financial
statements
· Comparatives have been included
Considering whether the financial
information in the preliminary announcement is misstated, either
because it is stated incorrectly or because it is presented in a
misleading manner.
Rakesh Shaunak FCA
Senior Statutory Auditor
For and on behalf of MHA,
Statutory Auditor
London
17 April 2024
MHA is the trading name of MacIntyre
Hudson LLP, a limited liability partnership in England and Wales
(registered number OC312313)
Consolidated Income Statement
US$000
|
Notes
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Revenue
|
4
|
651,795
|
1,248,490
|
Operating expenses
|
3/5
|
(616,107)
|
(1,192,046)
|
Other operating income
|
|
4,067
|
9,233
|
Operating foreign exchange
gains
|
6
|
31,371
|
339,439
|
Operating profit
|
|
71,126
|
405,116
|
Recognition of provisions for legal
disputes
|
14
|
(131,117)
|
−
|
Share of (loss)/profit from
associates
|
|
(372)
|
557
|
(Loss)/profit before tax and finance
|
|
(60,363)
|
405,673
|
Net finance expense
|
7
|
(104)
|
(3,517)
|
Non-operating foreign
losses
|
6
|
(7,934)
|
(63,497)
|
(Loss)/profit before tax
|
|
(68,401)
|
338,659
|
Income tax expense
|
8
|
(16,352)
|
(118,662)
|
(Loss)/profit for the year
|
|
(84,753)
|
219,997
|
|
|
|
|
(Loss)/profit attributable to:
|
|
|
|
Equity shareholders of Ferrexpo
plc
|
|
(84,775)
|
219,995
|
Non-controlling interests
|
|
22
|
2
|
(Loss)/profit for the year
|
|
(84,753)
|
219,997
|
|
|
|
|
(Loss)/earnings per
share:
|
|
|
|
Basic (US cents)
|
9
|
(14.41)
|
37.41
|
Diluted (US cents)
|
9
|
(14.41)
|
37.35
|
Consolidated Statement of Comprehensive
Income
US$000
|
Notes
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
(Loss)/profit for the year
|
|
(84,753)
|
219,997
|
Items that may subsequently be reclassified to profit or
loss:
|
|
|
|
Exchange differences on translating
foreign operations
|
|
(54,855)
|
(664,296)
|
Income tax effect
|
8
|
1,479
|
13,036
|
Net
other comprehensive loss that may be reclassified to profit or loss
in subsequent periods
|
|
(53,376)
|
(651,260)
|
Items that will not be reclassified subsequently to profit or
loss:
|
|
|
|
Remeasurement gains on defined
benefit pension liability
|
|
899
|
5,336
|
Net
other comprehensive income not being reclassified to profit or loss
in subsequent periods
|
|
899
|
5,336
|
Other comprehensive loss for the year, net of
tax
|
|
(52,477)
|
(645,924)
|
Total comprehensive loss for the year, net of
tax
|
|
(137,230)
|
(425,927)
|
|
|
|
|
Total comprehensive loss attributable to:
|
|
|
|
Equity shareholders of Ferrexpo
plc
|
|
(137,244)
|
(425,919)
|
Non-controlling interests
|
|
14
|
(8)
|
|
|
(137,230)
|
(425,927)
|
Consolidated Statement of Financial Position
US$000
|
Notes
|
As at
31.12.23
|
As
at
31.12.22
|
Assets
|
|
|
|
Property, plant and
equipment
|
10
|
826,034
|
807,861
|
Right-of-use assets
|
|
6,852
|
6,342
|
Goodwill and other intangible
assets
|
|
6,368
|
8,249
|
Investments in associates
|
|
4,616
|
5,167
|
Inventories
|
11
|
5,883
|
6,277
|
Other non-current assets
|
|
38,104
|
37,451
|
Deferred tax assets
|
8
|
10,149
|
14,471
|
Total non-current assets
|
|
898,006
|
885,818
|
Inventories
|
11
|
201,429
|
224,454
|
Trade and other
receivables
|
|
82,321
|
24,699
|
Prepayments and other current
assets
|
|
21,380
|
13,352
|
Income taxes recoverable and
prepaid
|
8
|
2,432
|
4,674
|
Other taxes recoverable and
prepaid
|
|
26,291
|
88,762
|
Cash and cash equivalents
|
12
|
115,241
|
112,945
|
Total current assets
|
|
449,094
|
468,886
|
Total assets
|
|
1,347,100
|
1,354,704
|
|
|
|
|
Equity and liabilities
|
|
|
|
Issued capital
|
|
121,628
|
121,628
|
Share premium
|
|
185,112
|
185,112
|
Other reserves
|
|
(2,676,294)
|
(2,636,891)
|
Retained earnings
|
|
3,482,883
|
3,580,329
|
Equity attributable to equity shareholders of Ferrexpo
plc
|
|
1,113,329
|
1,250,178
|
Non-controlling interests
|
|
81
|
67
|
Total equity
|
|
1,113,410
|
1,250,245
|
Interest-bearing loans and
borrowings
|
3/13
|
1,009
|
1,354
|
Defined benefit pension
liability
|
|
16,518
|
16,456
|
Provision for site
restoration
|
|
2,780
|
4,284
|
Deferred tax liabilities
|
8
|
2,729
|
1,347
|
Total non-current liabilities
|
|
23,036
|
23,441
|
Interest-bearing loans and
borrowings
|
3/13
|
5,939
|
5,194
|
Trade and other payables
|
|
35,310
|
30,509
|
Provisions
|
14
|
128,050
|
−
|
Accrued and contract
liabilities
|
|
17,328
|
19,593
|
Income taxes payable
|
8
|
15,202
|
20,564
|
Other taxes payable
|
|
8,825
|
5,158
|
Total current liabilities
|
|
210,654
|
81,018
|
Total liabilities
|
|
233,690
|
104,459
|
Total equity and liabilities
|
|
1,347,100
|
1,354,704
|
The financial statements were
approved by the Board of Directors and authorised for issue on 17
April 2024 and signed on behalf of the Board.
Lucio
Genovese
Nikolay Kladiev
Executive
Chair
Chief Financial Officer and Executive Director
Consolidated Statement of Cash Flows
US$000
|
Notes
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
(Loss)/profit before tax
|
|
(68,401)
|
338,659
|
Adjustments for:
|
|
|
|
Depreciation of property, plant and
equipment, right-of-use assets and amortisation of intangible
assets
5
|
57,669
|
96,977
|
Net finance
(income)/expense
|
7
|
(2,536)
|
746
|
Losses on disposal and liquidation
of property, plant and equipment
|
5
|
11
|
1,665
|
Write-offs and
impairments
|
5
|
978
|
260,308
|
Share of loss/(profit) from
associates
|
|
372
|
(557)
|
Movement in allowance for doubtful
receivables
|
|
4,403
|
6,729
|
Movement in site restoration
provision
|
|
(1,377)
|
1,578
|
Employee benefits
|
|
3,518
|
3,745
|
Share-based payments
|
|
830
|
490
|
Recognition of provisions for legal
disputes
|
14
|
131,117
|
−
|
Operating foreign exchange
gains
|
6
|
(31,371)
|
(339,439)
|
Non-operating foreign exchange
losses
|
6
|
7,934
|
63,497
|
Operating cash flow before working capital
changes
|
|
103,147
|
434,398
|
Changes in working capital:
|
|
|
|
(Increase)/decrease in trade and
other receivables
|
|
(71,946)
|
210,267
|
Decrease/(increase) in
inventories
|
|
15,930
|
(90,385)
|
Increase/(decrease) in trade and
other payables (including accrued and contract
liabilities)
|
|
6,724
|
(55,529)
|
Decrease/(increase) in other taxes
recoverable and payable (including VAT)
|
|
62,554
|
(84,110)
|
Cash generated from operating activities
|
|
116,409
|
414,641
|
Interest paid
|
|
(223)
|
(918)
|
Income tax paid
|
8
|
(12,779)
|
(110,243)
|
Post-employment benefits
paid
|
|
(2,238)
|
(2,220)
|
Net
cash flows from operating activities
|
|
101,169
|
301,260
|
Cash flows from investing activities
|
|
|
|
Purchase of property, plant and
equipment and intangible assets
|
10
|
(101,247)
|
(161,010)
|
Proceeds from disposal of property,
plant and equipment and intangible assets
|
|
91
|
103
|
Interest received
|
|
4,608
|
894
|
Dividends from associates
|
|
−
|
711
|
Net
cash flows used in investing activities
|
|
(96,548)
|
(159,302)
|
Cash flows used in financing activities
|
|
|
|
Repayment of loans and
borrowings
|
13
|
−
|
(42,209)
|
Principal elements of lease
payments
|
13
|
(5,410)
|
(5,786)
|
Dividends paid to equity
shareholders of Ferrexpo plc
|
9
|
(456)
|
(155,095)
|
Net
cash flows used in financing activities
|
|
(5,866)
|
(203,090)
|
Net decrease in cash and cash
equivalents
|
|
(1,245)
|
(61,132)
|
Cash and cash equivalents at the
beginning of the year
|
|
112,945
|
167,291
|
Currency translation
differences
|
|
3,541
|
6,786
|
Cash and cash equivalents at the end of the
year
|
12
|
115,241
|
112,945
|
Consolidated Statement of Changes in Equity
|
|
Attributable to equity shareholders of Ferrexpo plc
|
|
|
US$000
|
Issued
capital
|
Share
premium
|
Other
reserves
|
Retained
earnings
|
Total
capital
and reserves
|
Non-controlling interests
|
Total
equity
|
At
1 January 2022
|
121,628
|
185,112
|
(1,986,131)
|
3,510,793
|
1,831,402
|
75
|
1,831,477
|
Profit for the year
|
−
|
−
|
−
|
219,995
|
219,995
|
2
|
219,997
|
Other comprehensive
(loss)/income
|
−
|
−
|
(651,250)
|
5,336
|
(645,914)
|
(10)
|
(645,924)
|
Total comprehensive (loss)/income for
the year
|
−
|
−
|
(651,250)
|
225,331
|
(425,919)
|
(8)
|
(425,927)
|
Share-based payments
|
−
|
−
|
490
|
−
|
490
|
−
|
490
|
Equity dividends to shareholders of
Ferrexpo plc
|
−
|
−
|
−
|
(155,795)
|
(155,795)
|
−
|
(155,795)
|
At
31 December 2022
|
121,628
|
185,112
|
(2,636,891)
|
3,580,329
|
1,250,178
|
67
|
1,250,245
|
Loss for the year
|
−
|
−
|
−
|
(84,775)
|
(84,775)
|
22
|
(84,753)
|
Other comprehensive loss
|
−
|
−
|
(53,368)
|
899
|
(52,469)
|
(8)
|
(52,477)
|
Total comprehensive loss for the year
|
−
|
−
|
(53,368)
|
(83,876)
|
(137,244)
|
14
|
(137,230)
|
Share-based payments
|
−
|
−
|
830
|
−
|
830
|
−
|
830
|
Equity dividends to shareholders of
Ferrexpo plc (Note 9)
|
−
|
−
|
−
|
(435)
|
(435)
|
−
|
(435)
|
Effect from transfer of treasury
shares
|
−
|
−
|
13,135
|
(13,135)
|
−
|
−
|
−
|
At
31 December 2023
|
121,628
|
185,112
|
(2,676,294)
|
3,482,883
|
1,113,329
|
81
|
1,113,410
|
Although accounts are published in
US dollars and dividends are declared in US dollars, the shares are
denominated in UK pounds sterling and dividends are therefore paid
in UK pounds sterling. See Note 9 Earnings per share and dividends
paid and proposed for dividends paid during
the year.
Notes to the Consolidated Financial
Statements
Note 1: Corporate information
The financial information set out in
this statement does not constitute statutory accounts as defined in
section 435 of the Companies Act 2006. This set of financial
results was approved by the Board on 17 April 2024. The financial
information for the years ended 31 December 2023 and 31 December
2022 has been extracted from the statutory accounts for each
year.
The auditors' report on the 2023
statutory accounts was (i) unqualified, (ii) did not contain a
statement under section S498(2) or S498(3) of the Companies Act
2006, but (iii) included a separate section with regard to material
uncertainties related to going concern as a result of the ongoing
war and the application of local legislation in Ukraine in respect
of the outcome of the proceedings in which the Group is involved.
The audit report also drew attention to the uncertainty in the
application of local legislation in Ukraine in respect of the
outcome of the proceedings in which the Group is involved and to
the uncertainty related to the estimate of the recoverable amount
of certain assets of the Group as result of the ongoing war and
ongoing legal proceedings in Ukraine. Further details on those uncertainties are provided in Note 2
Basis of preparation, Note 10 Property, plant and equipment and
Note 14 Commitments, contingencies and legal disputes included in
this announcement.
The audited statutory accounts for
the year ended 31 December 2022 have been delivered to the
Registrar of Companies. The auditors' report on those accounts was
(i) unqualified, (ii) did not contain a statement under section
S498(2) or S498(3) of the Companies Act 2006, but (iii) included a
separate section with regard to material uncertainties related to
going concern as a result of the ongoing war and the application of
local legislation in Ukraine in respect of the outcome of the
proceedings in which the Group is involved. The audit report also
drew attention to the uncertainty in the application of local
legislation in Ukraine in respect of the outcome of the proceedings
in which the Group is involved and to the uncertainty related to
the estimate of the recoverable amount of certain assets of the
Group as result of the ongoing war and ongoing legal proceedings in
Ukraine.
Ferrexpo plc will publish on or
around 30 April 2024 its Annual Report and Accounts for the year
ended 31 December 2023 on its corporate website www.ferrexpo.com. The audited
statutory accounts for the year ended 31 December 2023 will be
delivered to the Registrar of Companies following the Company's
annual meeting convened for 23 May 2024.
Organisation and structure
Ferrexpo plc (the "Company") is
incorporated and registered in England, which is considered to be
the country of domicile, with its registered office at 55 St
James's Street, London SW1A 1LA, UK. The Company is listed on the
London Stock Exchange and is a member of the FTSE 250 Index.
Ferrexpo plc and its subsidiaries (the "Group") operate two mines
and a processing plant near Kremenchuk in Ukraine, have an interest
in a port in Odessa and sales and marketing activities around the
world including offices in Switzerland, Dubai, Japan, China,
Singapore and Ukraine. The Group also owns logistics assets in
Austria, which operate a fleet of vessels operating on the Rhine
and Danube waterways and an ocean-going vessel, which provides
top-off services. The Group's operations are vertically integrated
from iron ore mining through to iron ore concentrate and pellet
production and subsequent logistics. The Group's mineral properties
lie within the Kremenchuk Magnetic Anomaly and are currently being
extracted at the Gorishne-Plavninske-Lavrykivske ("GPL") and
Yerystivske deposits.
The ongoing war in Ukraine continued
to have a serious impact on the Group's activities in the 2023
financial year, as the Ukrainian Black Sea ports were unavailable
for a large part of the year. Following Russia's withdrawal from
the Black Sea Grain Agreement, a new alternative corridor for
shipments from the Ukrainian Black Sea ports was established, which
was also used for non-grain shipments. Although it does have a
significant impact on the Group's revenue and its ability to commit
to sales volumes to customers in other markets than Europe, the
Group has refrained from using this new corridor during the
financial year 2023. The Group has managed to continue its
operations throughout the 2023 financial year, albeit at a
significantly lower level, and had to align its mining and
processing plans with the logistics network available for sales to
its customers in the various markets as it was done during the
financial year 2022. The power supply stabilised in the second
quarter of the financial year 2023 and no longer had an adverse
effect on the Group's production. As at the date of the approval of
these consolidated financial statements, the war is still ongoing
and poses a significant threat to the Group's mining, processing
and logistics operations within Ukraine. See Note 2 Basis of
preparation, Note 4 Revenue and Note 10 Property, plant and
equipment for further information.
The largest shareholder of the Group
is Fevamotinico S.a.r.l. ("Fevamotinico"), a company incorporated
in Luxembourg. Fevamotinico is ultimately wholly owned by The Minco
Trust, of which Kostyantin Zhevago and two other members of his
family are the beneficiaries. At the time this report was
published, Fevamotinico held 49.3% (49.5% as at the time of
publication of the 2022 Annual Report and Accounts) of Ferrexpo
plc's issued voting share capital (excluding treasury
shares).
Note 2: Basis of preparation
Whilst the preliminary announcement
has been prepared in accordance with International Financial
Reporting Standards ("IFRS") adopted for use in the United Kingdom
("UK adopted IFRS") and with the Companies Act 2006, as applicable
to companies reporting under international accounting standards,
this announcement does not itself contain sufficient information to
comply with IFRS. The Board approved the full financial statements
that comply with IFRS on 17 April 2024. The financial statements
have been prepared under the historical cost convention as modified
by the recording of pension assets and liabilities and the
revaluation of certain financial instruments.
The Group's principal risks likely
to affect its future development, performance and position are set
out on pages 25 to 38. The
financial position of the Group, its cash flows, liquidity position
and borrowing facilities are described in the Financial Review on
pages 15 to 20.
Going concern
As at the date of the approval of
these consolidated financial statements, the war in Ukraine is
still ongoing and the duration is difficult to predict. During the
financial year 2023, the Group continued to demonstrate a high level of commitment and resilience that
enabled it to operate at a constant, but lower capacity, with a
high degree of flexibility to adapt its operations to such changing
circumstances.
The ongoing war and the situation in
the country continues to represent a material uncertainty in terms
of the Group's ability to continue as a going concern. In addition
to the war-related material uncertainty, the Group is also exposed
to the risks associated with operating in a developing economy,
which may or may not be exacerbated by the war and/or the current
circumstances facing the Group's controlling shareholder (see
Ukraine country risk on pages 26 to
29). As a result, the Group is exposed to a number
of risk areas that are heightened compared to those expected in a
developed economy, such as an environment of political, fiscal and
legal uncertainties, which represents another material uncertainty
as at the date of the approval of these consolidated financial
statements.
The war related material uncertainty
is predominantly related to the provision and availability of
logistics capacity required for the delivery of the Group's
products to customers in its key markets, subject to the
availability of Black Sea ports in Ukraine. As in the previous
financial year, the Group had to adjust during the financial year
2023 its production level to the sales currently possible, which
continues to have an impact on the Group's cash flow generation and
profitability. However, the Group continued to adapt within the
difficult environment by proactively planning how to manage
existing uncertainties throughout the year in order to ensure the
production of the volumes committed to the Group's customers. The
Group's ability to operate its assets also depends on sufficient
supply of key input materials required for the mining and
production process as well as maintaining an adequate number of
experienced and skilled members of the workforce in Ukraine.
Further details are outlined in the Principal Risks on pages
25 to 38.
The adverse impact on the Group's
cash flow generation from the ongoing war is reflected in the
periods covered by the Group's long-term model used for the going
concern assessment. As mentioned above, the level of the Group's
production remains predominantly dependent on the access to
logistic routes within Ukraine as production volume needs to be
aligned to possible sales to minimise working capital outflow and
maintain a solid net cash position.
As at 31 December 2023, the Group
had produced 3,845 thousand tonnes of iron ore pellets,
representing a decrease of 36% compared to the year ended 31
December 2022, and sold 4,174 thousand tonnes of its products,
compared to 6,183 thousand tonnes during the financial year 2022,
which included two months of operations at pre-war
levels.
Despite the challenging situation
during the financial year 2023, the Group's net cash position
increased from US$106,397 thousand at the beginning of the year to
US$108,293 thousand as at 31 December 2023, demonstrating the
Group's capability to adjust its business operation to the changed
environment in order to preserve the available liquidity as much as
possible. As at the date of the approval of these consolidated
financial statements, the Group is in a net cash position of
approximately US$91,300 thousand with an available cash balance of approximately
US$96,200 thousand. The decrease of the net
cash position is driven by the increase of the Group's production
during the first quarter of 2024 to benefit from favourable market
conditions and the available alternative shipping corridor in the
Black Sea. In addition to the available cash balance, the Group has
an outstanding trade receivable balance of approximately
US$48,900 thousand from its pellet and
concentrate sales in the first quarter of 2024, which are expected
to be collected in the next few months, and finished goods already
stockpiled at different ports or storage locations other than the
plant of 668 thousand
tonnes.
The Group's volume of finished goods
inventory is expected to reduce over the next few months, but is
dependent on the number of shipments using the alternative shipping
corridor.
As part of management's going
concern assessment, the Group continuously adjusts its long-term
model in order to reflect the latest developments in terms of
possible production and sales volumes as well as latest market
prices and production costs, which are adversely affected by the
lower production volumes. This long-term model is also used for the
impairment test of the Group's non-current operating assets and the
key assumptions used when preparing this model are disclosed in
Note 10 Property, plant and equipment on pages 56 and 57.
The latest base case of the
long-term model shows that the Group has sufficient liquidity to
continue its operations at a reduced level for the entire period of
the management's going concern assessment, covering a period of 18
months from the date of the approval of these consolidated
financial statements, even allowing for reasonably possible or
plausible adverse changes in respect of realised prices, lower
production and sales volumes as well as higher production costs.
This base case assumes a production volume of 45% of the pre-war
level for the financial year 2024, before an increase to
approximately 80% in 2025 and an expected recovery to pre-war
levels in 2026. However, as mentioned above, the production and
sales volumes are dependent on the logistics network available to
the Group and other potential adverse effects on the Group's
operation as a result of the ongoing war. The sensitivities
prepared for reasonable adverse changes show tighter available
liquidity under some scenarios, but sufficient available liquidity
to operate as planned for the next 18 months.
The Group also prepared reverse
stress tests for more severe adverse changes, such as a combination
of all reasonably possible or plausible adverse changes in respect
of realised prices and production costs, which is unlikely to
happen in combination as a result of the historical natural hedge
between iron ore prices and prices for key input materials, as well
as lower production and sales volumes, but also for a further delay
of the full recovery by another year. The stress test for the most
severe adverse changes shows that the Group would deplete its
available cash balance by September 2024, without making use of any
available mitigating actions within its control, such as further
reductions of uncommitted development capital expenditure and
operating costs.
As disclosed in the Group's 2022
Annual Report & Accounts, the ongoing war in Ukraine and other
circumstances facing the Group have led to an escalation of a
number of risks, including risks relating to the political
environment and the independence of the legal system in Ukraine,
which could have a material negative impact on the Group's business
activities and reputation, although the financial impact cannot be
reasonably quantified. The Group announced on 29 January 2024 that
a Ukrainian court of appeal has confirmed a claim against Ferrexpo
Poltava Mining ("FPM") in the amount of UAH4,727 million
(US$124,450 thousand as at 31 December 2023), in respect of
contested sureties (see Note 14 Commitments, contingencies and
legal disputes for further details). The claim and court decision
are another example of the risk of operating in a dynamic and
adverse political landscape in Ukraine, which creates additional
challenges for both the Group's subsidiaries in Ukraine and also
for the Group itself. Although the Group's management is of the
opinion that this claim is without merit and FPM has appealed this
decision to the Supreme Court of Ukraine, considering the magnitude
of this specific claim and the risks associated with the judicial
system in Ukraine, the outcome of this ongoing legal dispute
represents a material uncertainty in terms of the Group's ability
to continue as a going concern. In accordance with the requirements
of IAS 37 Provisions, contingent
liabilities and contingent assets, the Group recorded a full
provision for this claim as at 31 December 2023, with a consequent
significant impact on the Group's result for the financial year
2023. A future cash outflow, which also depends on the details and
technicalities of a possible enforcement in the event of a negative
decision by the Supreme Court, is likely to have a significant
impact on the Group's future cash flow generation and available
liquidity.
The Group has assessed that, taking
into account:
i) its available
cash and cash equivalents;
ii) its cash flow
projections, adjusted for the effects caused by the war in Ukraine,
for the period of management's going concern assessment
covering a period of 18 months from the date of the approval of
these consolidated financial statements;
iii) the feasibility and
effectiveness of all available mitigating actions within the Group
management's control for identified uncertainties; and
iv) the legal merits in terms
of the ongoing legal dispute mentioned above and potential future
actions available to protect the interests of the Group
in case of a negative
decision from the Supreme Court,
there remains a material uncertainty
in respect of the ongoing war and the legal dispute in Ukraine,
which are outside of the Group management's control, with the
duration and the impact of the war still unable to be predicted,
and the uncertainty in relation to the independence of the judicial
system and its immunity from economic and political influences in
Ukraine.
In respect of the contested sureties
claim mentioned above, no enforcement procedures have commenced as
at the date of the approval of these consolidated financial
statements. Furthermore, on 1 April 2024 the Supreme Court
suspended the possible enforcement of the decision of the Ukrainian
court of appeal, so that such enforcement procedures cannot be
initiated by the claimant until a final decision is made by the
Supreme Court, or the Supreme Court's suspension order is otherwise
lifted. As at the date of the approval of these consolidated
financial statements, no decision has been made by the Supreme
Court in the contested sureties claim and the next hearing is
scheduled for 27 May 2024. The commencement of the enforcement
procedures could potentially have a material negative impact on the
Group's business activities and its ability to continue as a going
concern. See Note 14 Commitments, contingencies and legal disputes
for further information, which should be read in conjunction with
this note.
A supplier and related party to the
Group filed in February 2024 an application to open bankruptcy
proceedings ("creditor protection proceedings") against FPM for an
amount of UAH2.2 million, which subsequently increased to UAH4.6
million (c. US$117
thousand as at 15 April 2024). It is the
Group's intention to settle this debt or seek to extend the payment
terms, but noting a previous extension request has been refused by
the supplier prior, to avoid the opening of such creditor
protection proceedings. However, a possible opening of the creditor
protection proceedings might affect FPM's ability to continue as a
going concern and, as a consequence, also the Group. See Note 14
Commitments, contingencies and legal disputes for further
information, which should be read in conjunction with this
note.
As at the date of the approval of
these consolidated financial statements, the Group's operations,
located adjacent to the city of Horishni Plavni, have not been
directly affected by the ongoing war, but this remains a risk.
Should the area surrounding the Group's operations become subject
to the armed conflict, there would be a significant risk posed to
the safety of the Group's workforce and the local community, as
well as a significant risk to key assets and the infrastructure
required for the Group to operate effectively. See the update on
the Group's Principal Risks section on pages 25 to 38 for further
information.
Considering the current situation of
the ongoing war and legal disputes in Ukraine, mainly the contested
sureties claim, the Group's ability to swiftly adapt to the
changing circumstances, as demonstrated during the financial years
2023 and 2022, and the results of the management's going concern
assessment, the Group continues to prepare its consolidated
financial statements on a going concern basis. However, as
explained above, many of the identified uncertainties in respect of
the ongoing war and legal disputes in Ukraine are outside of the
Group management's control and are unpredictable, which may cast
significant doubt upon the Group's ability to continue as a going
concern, including a potential seizure or forced sale of the
Group's assets in Ukraine, including movable, immovable and
financial assets, in respect of the contested sureties claim. See
Note 10 Property, plant and equipment and Note 11 Inventories for
further information.
For more information on critical
judgements made by management in preparing these consolidated
financial statements, see also Note 14 Commitments, contingencies
and legal disputes in respect of other ongoing legal proceedings
and disputes.
If the Group is unable to continue
to realise assets and discharge liabilities in the normal course of
business, it would be necessary to adjust the amounts in the
statement of financial position in the future to reflect these
circumstances, which may materially change the measurement and
classification of certain figures contained in these consolidated
financial statements.
Impact of climate change on the Group's financial
statements
The Group acknowledges the potential
impact of climate change on its operations and understands that
there are potential direct and indirect financial implications from
the climate change in future periods.
As published in the Group's
Responsible Business Reports, the Group has committed to reduce its
Scope 1 and Scope 2 carbon emissions by 50% by 2030, compared to
the baseline year of 2019, and is targeting a net zero production
for Scope 1 and Scope 2 carbon emissions by 2050.
Despite the ongoing war in Ukraine,
the Group remains committed to its net zero pathway, however, it is
important to acknowledge that the Group is operating in a
challenging environment, which requires the fast adaption to new
circumstances and uncertainties that are outside of the Group's
control. As a result, there is a risk that the Group may also need
to adapt its carbon emission reduction and net zero targets,
depending on the duration and impact of the ongoing war in Ukraine.
See Going concern on pages 46 to 48
for further information.
The ongoing war in Ukraine continues
to have an impact on the Group's cash flow generation and
profitability. As a result, certain projects related to the Group's
Scope 1 and Scope 2 carbon emission targets and the net zero
pathway have been halted at the start of the war in February 2022
and, as a consequence, the Group has not entered into any
significant commitments for the renewal and replacement of its
processing and mining equipment at Ukrainian operations.
Physical risks
The Group is aware of the potential
increased risks that climate change could pose to its assets in
Ukraine. However, there is no immediate risk at this time and the
Group will continue to monitor and consider these risks when
planning the renewal and replacement of its existing non-current
operating assets.
Transition risks
The Group is aware of a potential
shift towards a low-carbon economy and the potential implications
for its business models, which could affect market demand for its
iron ore products in the medium to long term. The Group is already
in the position to produce Direct Reduction ("DR") pellets and
continues to monitor the market and invests in customer
relationships in order to secure fixed supply volumes in the short,
medium and long term. The shift does not affect the Group's
finished goods on stock as at 31 December 2023 as these are still
in demand and expected to be sold in the coming months.
The transition risks as well as the
Group's Scope 1 and Scope 2 carbon emission targets and the net
zero pathway could also have an impact on the Group's processing
and mining equipment required in the future. In absence of any
significant commitments for processing and mining equipment as at
31 December 2023, there is no significant impact on the expected
remaining useful lives of the Group's non-current operating assets
at this time. Furthermore, the Group assumes that its critical
non-current operating assets will continue to be an essential part
of the Group's business activities in the future. The Group will
continue to monitor and consider these risks when planning the
renewal and replacement of its existing non-current operating
assets.
At the time of approval of these
consolidated financial statements, no significant changes to the
Group's mine plan are expected that could have a material impact on
the Group's non-current operating assets, which are amortised using
the unit of production method, or on the recognised site
restoration provisions.
There are a number of work streams
underway to develop the Group's decarbonisation pathway and
creating a structure on which to plan and prioritise future
investments. This pathway is however also dependent on the duration
and impact of the ongoing war in Ukraine. The Group's business
model will be updated as soon as there is more clarity about the
current situation in Ukraine and the exact path of the Group's
decarbonisation pathway, including commitments made for the renewal
and replacement of processing and mining equipment.
For further information see Risks
relating to climate change in the Group's Principal Risk section
on page 38.
Changes in accounting policies
New standards and interpretations adopted
The accounting policies and methods
of computation adopted in the preparation of the consolidated
financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the year
ended 31 December 2022 except for the adoption of new standards,
interpretations and amendments to UK adopted IFRS effective as at 1
January 2023.
All new standards, interpretations
and amendments adopted as of 1 January 2023 did not have a material
impact on the Group's consolidated financial statements for the
year ended 31 December 2023. Full disclosure of the list of new
standards, interpretations and amendments adopted during the year
will be provided in Note 3 New accounting policies included in the
Group's 2023 Annual Report and Accounts.
Furthermore, the Group does not
expect an impact on its consolidated financial statements from all
other standards, interpretations and amendments issued at the
reporting date, but not yet to be adopted for these consolidated
financial statements.
Use
of critical estimates and judgements
The preparation of consolidated
financial statements in conformity with IFRSs requires management
to make estimates and judgements that affect the amounts reported
in the consolidated financial statements and accompanying notes.
These estimates and judgements are based on information available
as at the date of authorising the consolidated financial statements
for issue. Actual results could therefore differ from those
estimates and judgements.
The Group identified a number of
areas involving the use of critical estimates and judgements made
by management in preparing the consolidated financial
statements and supporting information is embedded within the
following disclosure notes:
Critical estimates
Note 10 Property, plant and
equipment - impairment consideration as a result of the ongoing war
in Ukraine
The most critical estimate made by
the management is in respect of the timing when the Group's
operation is expected recover to pre-war levels. As disclosed in
Note 10 Property, plant and equipment, there is a risk of material
adjustments in future periods in case of a delay of the recovery to
pre-war levels. In addition, the duration and impact of the ongoing
war in Ukraine could pose a further risk for significant
adjustments in future periods.
Critical judgements
Note 2 Basis of preparation - going
concern assumption
Note 8 Taxation - transfer pricing
claims, tax legislation in Ukraine and development in international
tax environment
Note 14 Commitments, contingencies
and legal disputes - assessment of matters in an environment of
political, fiscal and legal uncertainties
The consideration of the impact of
climate change on the Group's financial statements did not require
critical estimates and judgements when preparing the consolidated
financial statements as at 31 December 2023. See Note 2 Basis of
preparation for further details.
Note 3: Segment information
The Group is managed as a single
segment, which produces, develops and markets its principal
product, iron ore pellets, for sale to the metallurgical industry.
While the revenue generated by the Group is monitored at a more
detailed level, there are no separate measures of profit reported
to the Group's Chief Operating Decision-Maker ("CODM"). In
accordance with IFRS 8 Operating
segments, the Group presents its results in a single
segment, which are disclosed in the consolidated income statement
for the Group.
Management monitors the operating
result of the Group based on a number of measures, including
underlying EBITDA, gross profit and net cash.
Underlying EBITDA and gross profit
The Group presents the underlying
EBITDA as it is a useful measure for evaluating its ability to
generate cash and its operating performance.
US$000
|
Notes
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
(Loss)/profit before tax and
finance
|
|
(60,363)
|
405,673
|
Losses on disposal and liquidation
of property, plant and equipment
|
|
11
|
1,665
|
Share-based payments
|
|
830
|
490
|
Write-offs and
impairments
|
5
|
978
|
260,308
|
Recognition of provisions for legal
disputes
|
14
|
131,117
|
−
|
Depreciation and
amortisation
|
|
57,669
|
96,977
|
Underlying EBITDA
|
|
130,242
|
765,113
|
In agreement with the Group's
definition of the underlying EBITDA (see page 66 in the Alternative Performance Measures
"APMs" section), the Group's underlying EBITDA includes operating
foreign exchange gains of US$31,371 thousand as of 31 December 2023
(2022: US$339,439 thousand). These foreign exchange differences are
predominantly dependent on the fluctuation of the exchange rate of
the Ukrainian hryvnia against the US dollar. See Note 6 Foreign
exchanges losses and gains for further
information.
US$000
|
Notes
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Revenue
|
4
|
651,795
|
1,248,490
|
Cost of sales
|
5
|
(362,495)
|
(582,445)
|
Gross profit
|
|
289,300
|
666,045
|
Net
cash
Net cash as defined by the Group
comprises cash and cash equivalents less interest-bearing loans and
borrowings.
US$000
|
Notes
|
As at
31.12.23
|
As
at
31.12.22
|
Cash and cash equivalents
|
12
|
115,241
|
112,945
|
Interest-bearing loans and
borrowings - current
|
13
|
(5,939)
|
(5,194)
|
Interest-bearing loans and
borrowings - non-current
|
13
|
(1,009)
|
(1,354)
|
Net
cash
|
|
108,293
|
106,397
|
Net cash is an APM. Further
information on the APMs used by the Group, including the
definitions, is provided on pages 66 and
67.
Disclosure of revenue and non-current assets
The Group does not generate
significant revenues from external customers attributable to the
UK, the Company's country of domicile. The information on the
revenues from external customers attributed to the individual
foreign countries is given in Note 4 Revenue. The Group does not
have any significant non-current assets that are located in the
country of domicile of the Company. The vast majority of the
non-current assets are located in Ukraine.
Note 4: Revenue
Revenue for the year ended 31
December 2023 consisted of the following:
US$000
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Revenue from sales of iron ore
pellets and concentrate
|
598,909
|
1,144,079
|
Freight revenue related to sales of
iron ore pellets and concentrate
|
652
|
43,557
|
Total revenue from sales of iron ore pellets and
concentrate
|
599,561
|
1,187,636
|
Revenue from logistics and bunker
business
|
45,343
|
54,491
|
Revenue from other sales and
services provided
|
6,891
|
6,363
|
Total revenue
|
651,795
|
1,248,490
|
The sales through the Black Sea port
of Pivdennyi to the markets outside of Europe have represented
approximately half of the Group's sales prior to the Russian
invasion into Ukraine in February 2022. As a result of the ongoing
war in Ukraine, the Group's seaborne sales through the port of
Pivdennyi have still been suspended as the port was unavailable for
a large part of the year. The Group continued to divert its iron
ore pellet sales during the financial year 2023 to the European
market through the available railway network and its barging
operations on the Danube. The market in Europe was, however, not
able to absorb all the volumes that would have been sold to other
markets with ocean-going vessels. Following Russia's withdrawal
from the Black Sea Grain Agreement, a new alternative corridor for
shipments from the Ukrainian Black Sea ports was established, which
was also used for non-grain shipments. Although it does have a
significant impact on the Group's revenue and its ability to commit
to sales volumes to customers in other markets than Europe, the
Group has refrained from using this new corridor during the
financial year 2023 due to the associated risks.
Revenue for the year ended 31
December 2023 includes the effect from the derecognition of
contract liabilities of US$75 thousand (2022: US$7,648 thousand)
deferred as revenue in the comparative year ended 31 December 2022
as the performance obligations were not fulfilled and were included
in the balance of the contract liabilities. There was no deferral
of freight related revenue for the year ended 31 December 2023 due
to the absence of sales under the Incoterms CFR.
Total sales of iron ore pellets and
concentrate by geographical destination showing separately
countries that individually represented 10% or more of total
sales in either the current or prior year were as
follows:
US$000
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Europe, including Turkey
|
599,869
|
944,859
|
Austria
|
258,853
|
460,492
|
Czech Republic
|
115,873
|
148,128
|
Slovakia
|
−
|
138,302
|
Turkey
|
122,556
|
86,640
|
Germany
|
64,981
|
38,195
|
Others
|
37,606
|
73,102
|
China & South East Asia
|
(83)
|
164,397
|
North East Asia
|
−
|
47,496
|
Middle East & North Africa
|
(225)
|
29,982
|
North America
|
−
|
902
|
Total sales of iron ore pellets and
concentrate
|
599,561
|
1,187,636
|
The Group markets its products
across various regions. The disclosure of the segmentation reflects
how the Group makes its business decisions and monitors its sales.
The Group's sales of iron ore pellets and concentrate were
significantly impacted by the ongoing war in Ukraine during the
financial years 2023 and 2022. Due to the start of the war at the
end of February 2022, the Group's operations in the financial year
2022 include two months at pre-war levels, as the Group's seaborne
sales through the port of Pivdennyi have been suspended and sales
had to be diverted to the market in Europe at the point of time of
the Russian invasion into Ukraine.
During the year ended 31 December
2023, sales made to four customers accounted for 81% of the
revenues from sales of iron ore pellets and concentrate (2022:
70%).
Sales to customers that individually
represented more than 10% of total sales in either current or prior
year are as follows:
US$000
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Customer A
|
258,853
|
461,394
|
Customer B
|
115,873
|
148,128
|
Customer C
|
−
|
138,302
|
Customer D
|
109,661
|
86,633
|
Considering the constraints imposed
by the ongoing war, the Group was not able to fulfil the demands
from all its customers since the beginning of the war in Ukraine in
February 2022 and sales volumes were therefore allocated to markets
and customers based on logistics and market considerations.
Relationships with long-standing customers are maintained and the
Group expects to be able to meet their demand again as soon as the
geopolitical situation in Ukraine improves.
Note 5: Operating expenses
Operating expenses for the year
ended 31 December 2023 consisted of the following:
US$000
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Cost of sales
|
362,495
|
582,445
|
Selling and distribution
expenses
|
161,315
|
236,085
|
General and administrative
expenses
|
63,509
|
63,847
|
Other operating expenses
|
28,788
|
309,669
|
Total operating expenses
|
616,107
|
1,192,046
|
Total operating expenses
include:
US$000
|
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Inventories recognised as an expense
upon sale of goods
|
|
339,349
|
540,010
|
Employee costs (excl. logistics and
bunker business)
|
|
73,924
|
92,144
|
Inventory movements
|
|
3,910
|
(52,953)
|
Depreciation of property, plant and
equipment and right-of-use assets
|
|
56,294
|
95,127
|
Amortisation of intangible
assets
|
|
1,375
|
1,851
|
Royalties
|
|
24,693
|
43,461
|
Costs of logistics and bunker
business
|
|
57,739
|
55,916
|
Audit and non-audit
services
|
|
1,924
|
2,073
|
Community support
donations
|
|
3,781
|
14,536
|
Write-offs and
impairments
|
|
978
|
260,308
|
Losses on disposal and liquidation
of property, plant and equipment
|
|
11
|
1,665
|
US$000
|
Notes
|
As at
31.12.23
|
As
at
31.12.22
|
Write-off of inventories
|
|
177
|
269
|
Write-off of property, plant and
equipment
|
10
|
606
|
5,562
|
Write-off of receivables and
prepayments
|
|
195
|
−
|
Total write-offs
|
|
978
|
5,831
|
Impairment of property, plant and
equipment
|
10
|
−
|
219,931
|
Impairment of goodwill and other
intangible assets
|
|
−
|
29,103
|
Impairment of other non-current
assets
|
|
−
|
5,443
|
Total impairments
|
|
−
|
254,477
|
Total write-offs and impairments
|
|
978
|
260,308
|
Impairment of property, plant and
equipment, goodwill and other intangible assets as well as of other
non-current assets for the comparative year ended 31 December 2022
are caused by the Russian invasion into Ukraine in February 2022.
See Note 10 Property, plant and equipment for further
information.
Auditor remuneration
US$000
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Audit services
|
|
|
Ferrexpo plc Annual Report and
Accounts
|
1,334
|
1,631
|
Subsidiary entities
|
317
|
185
|
Total audit services
|
1,651
|
1,816
|
Audit-related assurance
services
|
273
|
255
|
Total audit and audit-related assurance
services
|
1,924
|
2,071
|
Non-audit services
|
|
|
Other services
|
−
|
2
|
Total non-audit services
|
−
|
2
|
Total auditor remuneration
|
1,924
|
2,073
|
Auditor remuneration paid is in
respect of the audit of the financial statements of the Group and
its subsidiary companies and, when applicable, for the
provision of other services not in connection with the audit. Audit
services for the comparative year ended 31 December 2022 include
US$242 thousand relating to year-end audit for the financial year
2021 for additional costs incurred as a result of the war in
Ukraine.
Note 6: Foreign exchange gains and losses
Foreign exchange gains and losses
for the year ended 31 December 2023 consisted of the
following:
US$000
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Operating foreign exchange gains
|
|
|
Conversion of trade
receivables
|
31,685
|
340,189
|
Conversion of trade
payables
|
(177)
|
(623)
|
Other
|
(137)
|
(127)
|
Total operating foreign exchange gains
|
31,371
|
339,439
|
Non-operating foreign exchange losses
|
|
|
Conversion of interest-bearing
loans
|
(11,740)
|
(77,678)
|
Conversion of cash and cash
equivalents
|
1,895
|
9,711
|
Other
|
1,911
|
4,470
|
Total non-operating foreign exchange losses
|
(7,934)
|
(63,497)
|
Total foreign exchange gains
|
23,437
|
275,942
|
The translation differences and
foreign exchange gains and losses were in the past predominantly
dependent on the fluctuation of the exchange rate of the Ukrainian
hryvnia against the US dollar and the outstanding US dollar
denominated receivable balances in Ukraine. A devaluation of the
local currency has generally a positive effect on the Group's
production costs and results in operating foreign exchange gains on
the conversion of the Ukrainian subsidiaries' trade receivables
denominated in US dollar. The effect arising on the translation of
non-US dollar functional currency operations, mainly in Ukrainian
hryvnia, are included in the translation reserve.
The Ukrainian hryvnia remained
unchanged at 36.568 to the US dollar from 21 July 2022 to 30
September 2023, when the National Bank of Ukraine ("NBU") lifted
the peg that had been in place since the devaluation of the local
currency from 29.255 to 36.568 (34%). As a result of the
significant balance in foreign currencies currently held by the
NBU, the local currency remained relatively stable until the end of
the financial year 2023, compared to a depreciation of the
Ukrainian hryvnia of c. 34% during the financial year 2022
resulting in significant foreign exchange gains and reduction of
the Group's net assets as assets and liabilities of the Ukrainian
subsidiaries are denominated in the local currency.
The table below shows the closing
and average rates of the most relevant currencies of the Group
compared to the US dollar.
|
|
|
Against US$
|
As at
31.12.23
|
As
at
31.12.22
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
UAH
|
36.574
|
32.342
|
37.982
|
36.569
|
EUR
|
0.925
|
0.951
|
0.906
|
0.934
|
Note 7: Net finance expense
Finance expense and income for the
year ended 31 December 2023 consisted of the following:
US$000
|
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Finance expense
|
|
|
|
Interest expense on loans and
borrowings
|
|
−
|
(479)
|
Less capitalised borrowing
costs
|
|
−
|
479
|
Net interest on defined benefit
plans
|
|
(2,640)
|
(2,678)
|
Bank charges
|
|
(1,118)
|
(871)
|
Interest expense on lease
liabilities
|
|
(85)
|
(233)
|
Other finance costs
|
|
(859)
|
(664)
|
Total finance expense
|
|
(4,702)
|
(4,446)
|
Finance income
|
|
|
|
Interest income
|
|
4,602
|
888
|
Other finance income
|
|
(4)
|
41
|
Total finance income
|
|
4,598
|
929
|
Net
finance expense
|
|
(104)
|
(3,517)
|
With the exception of lease
liabilities, the Group does not have any outstanding
interest-bearing loans and borrowings and borrowing costs are
therefore no longer capitalised.
Note 8: Taxation
Critical judgements
Tax legislation
The Group operates across a number
of jurisdictions through its value chain and prices its sales
between its subsidiaries using international benchmark prices for
comparable products covering product quality and applicable freight
costs. The Group judges these to be on terms which comply with
applicable legislation in the jurisdictions in which the Group
operates.
Two audits were initiated by the
State Tax Service of Ukraine ("STS"), formerly known as State
Fiscal Service of Ukraine ("SFS"), on 18 February 2020 in relation
to the sale of iron ore products by the Group's major subsidiary in
Ukraine during the financial years 2015 to 2017. On 14 June 2021,
the STS commenced another tax audit for the financial years 2015 to
2017 for cross-border transactions of another Ukrainian subsidiary
with the same two subsidiaries of the Group outside of Ukraine. The
Group's two major subsidiaries in Ukraine received the tax audit
reports on 13 September 2023 and 8 November 2023, stating potential
claims for underpayment of corporate profit taxes in Ukraine of
UAH2,162 million (US$56,921 thousand as at 31 December 2023),
including fines and penalties, and UAH259 million (US$6,819
thousand as at 31 December 2023), without fines and penalties,
respectively. Both subsidiaries filed the objections against the
potential claims stated in the tax audit reports received. The
amount stated in one of the tax audit reports is excluding
potential fines and penalties and the magnitude of fines and
penalties for this specific claim will be known only once the final
tax reports are issued by the tax authorities.
Based on past experience, it is to
be expected that no agreements will be reached with the tax
authorities and that the claims will be heard by the courts in
Ukraine.
In relation to claims made by the
SFS regarding a tax audit of cross-border transactions for the
period from 1 September 2013 to 31 December 2015 at the Group's
major subsidiary in Ukraine, the Supreme Court of Ukraine ruled on
27 June 2022 partially in favour of the SFS, despite two favourable
verdicts received by the Group's subsidiary from lower courts. As a
result of this court decision, an amount of UAH234 million
(US$7,999 thousand) became a legally binding obligation and was
paid in July 2022.
Despite the partially negative
verdict of the Supreme Court mentioned above, the Group continues
to believe that it has complied with the applicable legal
provisions in all its cross-border transactions based on the
relevant technical grounds, including those during the financial
years 2015 to 2017 for which substantial claims have been received.
It is the Group's position that the STS used the previous verdict
of the Supreme Court as a precedent for the claims made, although
the court did not appropriately consider relevant technical grounds
and the applicable legislation when ruling on this specific
case.
In terms of the new claims received,
the Group will continue to defend its methodology applied to
determine the prices between its subsidiaries in the Ukrainian
courts, but there is a risk that the independence of the judicial
system and its immunity from economic and political influences in
Ukraine is not upheld. As at the date of the approval of these
consolidated financial statements, no final court decisions have
been made for the claims received by two of the Group's Ukrainian
subsidiaries totalling UAH2,162 million (US$56,921 thousand as at
31 December 2023) and UAH259 million (US$6,819 thousand as at 31
December 2023) and, as a consequence, no provisions have been
recorded as at 31 December 2023, neither for the claims received
nor for any subsequent years, which might also be material, as it
is impossible to reasonably quantify the potential exposure. See
Note 14 Commitments, contingencies and legal disputes on
page 59 for further
information.
Separate from the cases mentioned
above, on 23 June 2020 Ferrexpo Poltava Mining ("FPM") received a
court ruling, which grants access to information and documents to
the State Bureau of Investigation in Ukraine ("SBI") in relation to
the sale of iron ore products to two subsidiaries of the Group
outside of Ukraine during the years 2013 to 2019. FPM cooperated
with the SBI and provided the requested information as per the
court ruling in order to support these investigations. There had
been no actions or any new requests from the SBI until 20 October
2023, when the SBI raided the offices of FPM with the intention to
collect documents and information for ongoing transfer pricing
investigations.
As required by IFRIC 23 Uncertainty over income tax
treatments, the Group reviewed and reassessed its exposure
in respect of all uncertain tax positions, including the claims
received and for cross-border transactions in subsequent years
under the provisions of this interpretation. The Ukrainian
legislation and regulations on taxation are not always clearly
written and are therefore subject to varying interpretations and
inconsistent enforcement by local, regional and national tax
authorities. Considering the uncertainties of the legal and tax
framework in Ukraine, the Group will defend its pricing methodology
applied during all the years in the courts in Ukraine. An
unfavourable outcome of any future court proceedings would have an
adverse impact on the Group's total income tax expense and
effective tax rate in future periods, as it was the case during the
financial year 2022 in respect of the legally binding decision of
the Supreme Court. See also the Principal Risks section on
pages 26 to 29 for further
information on the Ukraine country risk.
Except for the matters in Ukraine
mentioned above, the Group is not aware of any significant
challenges by local tax authorities in any jurisdictions in which
the Group operates. However, the application of international and
local tax legislation and regulations can be complex and requires
judgement to assess possible associated risks, particularly in
relation to the Group's cross-border operations and
transactions.
The income tax expense for the year
ended 31 December 2023 consisted of the following:
US$000
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Current income tax
|
|
|
Current income tax charge
|
12,672
|
100,064
|
Amounts related to previous
years
|
(1,601)
|
6,389
|
Total current income tax
|
11,071
|
106,453
|
Deferred income tax
|
|
|
Origination and reversal of
temporary differences
|
5,281
|
12,209
|
Total deferred income tax
|
5,281
|
12,209
|
Total income tax expense
|
16,352
|
118,662
|
The net balance of income tax
payable changed as follows during the financial year
2023:
US$000
|
Year
ended
31.12.23
|
Year
ended
31.12.22
|
Opening balance
|
(15,890)
|
(36,502)
|
Charge in the consolidated income
statement
|
(11,071)
|
(106,453)
|
Booked through other comprehensive
(loss)/income
|
1,479
|
13,036
|
Tax paid
|
12,779
|
110,243
|
Translation differences
|
(67)
|
3,786
|
Closing balance
|
(12,770)
|
(15,890)
|
The net income tax payable as at 31
December 2023 consisted of the following:
US$000
|
As at
31.12.23
|
As
at
31.12.22
|
Income tax receivable
balance
|
2,432
|
4,674
|
Income tax payable
balance
|
(15,202)
|
(20,564)
|
The weighted average statutory
corporate income tax rate is calculated as the average of the
statutory tax rates applicable in the countries in which the Group
operates, weighted by the profits and losses before tax of the
subsidiaries in the respective countries, as included in the
consolidated financial information. The weighted average statutory
corporate income tax rate for the financial year 2023 was 11.7%,
before the effect of the recognised provisions for legal disputes
in the amount of US$131,177 thousand in the consolidated income
statement (2022: 13.8%).
The Group operates across a number
of jurisdictions and its effective tax rate is subject to various
factors outside of the Group's control. This includes the
volatility in the global iron ore pellet market and foreign
exchange rate movements, primarily between the Ukrainian hryvnia
and the US dollar. The effective tax rate of the financial
year 2023 was 26.1%, before the effect of the recognised provisions
for legal disputes in the amount of US$131,177 thousand in the
consolidated income statement, compared to 35.0% for the
comparative year ended 31 December 2022.
The effective tax rate for the
financial year 2023, before the effect of the recognised provisions
for legal disputes, was affected by the release of a tax provision
for a previous year of US$7,174 thousand, an additional allowance
on deferred tax assets of US$10,145 thousand and withholding tax
expense on intercompany dividends of US$3,943 thousand to be
included in the corporate profit tax expense of the financial year
2023. Without these effects, the effective tax rate for the
financial year 2023 would have been 15.1%. The effective tax rate
for the comparative year ended 31 December 2022 was affected by the
fact that no deferred tax asset was recognised for the temporary
differences resulting from a recorded impairment loss of US$254,477
thousand on the Group's non-current operating assets, which is not
tax deductible in Ukraine. Further to that, the Group recorded an
allowance of US$10,749 thousand on deferred tax assets recognised
by two of the Group's subsidiaries in Ukraine. Without these two
effects, the effective tax rate for the financial year 2022 would
have been 18.2%.
The net deferred income tax assets
as at 31 December 2023 consisted of the following:
US$000
|
As at
31.12.23
|
As
at
31.12.22
|
Total deferred tax assets
|
10,149
|
14,471
|
Total deferred tax
liabilities
|
(2,729)
|
(1,347)
|
Net
deferred tax assets
|
7,420
|
13,124
|
The net deferred tax asset balance
of US$7,420 thousand (2022: US$13,124 thousand) includes net
deferred tax assets totalling US$9,524 thousand (2022: US$14,448
thousand) related to temporary differences of the Group's two major
subsidiaries in Ukraine, with the remaining balance reflecting
deferred tax liabilities of subsidiaries outside of Ukraine. The
recoverability of these deferred tax assets depends on the level of
taxable profits realised by the two subsidiaries in future periods
and the duration of the unwind of the temporary differences.
Considering the material uncertainty in terms of the Group's going
concern, the relevant period for the recovery of the recognised net
balance of deferred tax assets has been aligned to the period of
the going concern assessment. Considering the expected taxable
profits of the Ukrainian subsidiaries for the period covered by the
going concern assessment, additional allowances of US$10,145
thousand were booked during the financial year 2023 as a result of
uncertainties in terms of the timing of the unwind of some of the
temporary differences. The level of taxable profits in Ukraine
depends on many factors, such as the volatility in the global iron
pellet market and foreign exchange rate changes, but also on the
implications of the ongoing war in Ukraine, mainly in terms of the
available logistics network.
As at 31 December 2023, the Group
had available tax loss carry forwards in the amount of US$86,883
thousand (2022: US$83,105 thousand) for which no deferred tax
assets were recognised. US$41,614 thousand (2022: US$39,585
thousand) of those losses do not expire and are related to losses
incurred in Ukraine and Hungary. US$38,406 thousand (2022:
US$30,252 thousand) expires after seven years or more and are
related to losses incurred in Hungary and Ukraine. The remaining
balance of US$6,863 thousand (2022: US$13,268 thousand) expires in
less than seven years and is primarily related to losses incurred
in Hungary.
No deferred tax liabilities have
been recognised on temporary differences in the amount of
US$517,838 thousand (2022: US$663,536 thousand) arising from
undistributed profits from subsidiaries as no distributions are
planned. Other temporary differences of US$442,192 thousand have
not been recognised as at 31 December 2023 (2022: US$270,939
thousand). The vast majority relates to provisions for legal
disputes totalling US$128,050 thousand recognised as at 31 December
2023 in Ukraine and to an impairment loss of US$254,477 thousand
recorded during the comparative year ended 31 December 2022, mainly
in Ukraine, on property, plant and equipment.
BEPS - Pillar Two
Whilst the Group's consolidated
revenues are less than EUR750 million for the financial year 2023,
it is considered to be in the scope of the BEPS Pillar Two Model
Rules as the consolidated revenues for the financial years 2022 and
2021 were well above the threshold set.
The Group makes use of the temporary
exception issued by the IASB in May 2023 in respect of the
accounting requirements for deferred taxes under IAS 12. As a
result, the Group does neither recognise nor disclose any
information on deferred tax assets and liabilities related to
Pillar Two income taxes in its consolidated financial statements
for the financial year 2023.
Although the Group's effective tax
rate for the financial year 2023 is well above the minimum tax rate
of 15.0%, there are still some jurisdictions with enacted statutory
tax rates where the Group is operating below the minimum tax rate
set under the BEPS Pillar Two Model Rules. The Group currently
operates in two key jurisdictions with relevant statutory income
tax rates below 15.0%. On 22 December 2023, the Swiss government,
where Ferrexpo plc, the parent company of the Group, has its tax
domicile, enacted the Pillar Two income taxes legislation effective
from 1 January 2024. The legislation in Switzerland currently only
provides for the Qualifying Domestic Minimum Top-up Tax ("QDMTT")
and the implementation of the other elements of the BEPS Pillar Two
Rules, including the Income Inclusion Rule ("IIR") and the
Undertaxed Profits Rule ("UTPR") is postponed.
As a result of the legislation
enacted in Switzerland, the Group's subsidiaries in Switzerland
will become subject to the QDMTT for the taxable profits from the
financial year 2024 onwards. Based on the BEPS Pillar Two Global
Anti-Base Erosion ("GloBE") Model Rules, the parent company of the
Group, Ferrexpo plc with its tax domicile in Switzerland, is
considered to be the Ultimate Parent Entity ("UPE"). Considering
the fact that Switzerland postponed the implementation of the IIR,
profits generated in jurisdictions with tax rates below the global
minimum tax rate of 15.0% are expected to be taxed by another
jurisdiction in which the Group operates, until the IIR is also
implemented by Switzerland. Considering the circumstances under
which the Group has to operate due to the ongoing war in Ukraine,
it is currently impossible to reasonably forecast the profit split
by jurisdiction for the financial year 2024 and beyond.
Based on the profit split for the
financial year 2023 and considering the effects from the QDMTT and
the IIR under the BEPS Pillar Two GloBE Model Rules, the impact on
the Group's income tax expense is expected to be
insignificant.
The Group's future effective tax
rate, before any special items included in the profit before tax
for the period and the income tax expense, is expected to be in a
range of 16.0% to 19.0%. The Group's effective tax rate is also
dependent on the volatility in the global iron ore pellet market
and on foreign exchange rate movements, primarily between the
Ukrainian hryvnia and the US dollar, and any one-off events, such
as impairment losses that might not be tax deductible in some
jurisdictions.
Note 9: Earnings per share and dividends paid and
proposed
Distributable reserves
Ferrexpo plc (the "Company") is the
Group's holding company, with no direct operating business, so its
ability to make distributions to its shareholders is dependent on
its ability to access profits held in the subsidiaries. The Group's
consolidated retained earnings shown in the consolidated statement
of changes in equity do not reflect the profits available for
distribution in the Group as at 31 December 2023.
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
(Loss)/earnings for the year attributable to equity
shareholders - per share in US cents
|
|
|
Basic
|
(14.41)
|
37.41
|
Diluted
|
(14.41)
|
37.35
|
(Loss)/profit for the year attributable to equity shareholders
- US$000
|
|
|
Basic and diluted
(loss)/earnings
|
(84,753)
|
219,997
|
Weighted average number of shares -
thousands
|
|
|
Basic number of Ordinary Shares
outstanding
|
588,274
|
588,017
|
Effect of dilutive potential
Ordinary Shares
|
8,847
|
931
|
Diluted number of Ordinary Shares
outstanding
|
597,121
|
588,948
|
Dividends proposed and paid
The Group announced on 18 January
2024 an interim dividend of 3.3 US cents, which was due for payment
to the shareholders on 23 February 2024. Following subsequent and
unexpected events in Ukraine relating to a claim against one of the
Group's Ukrainian subsidiaries (see Note 14 Commitments,
contingencies and legal disputes for further information), the
Group announced on 20 February 2024 the decision to withdraw the
interim dividend. Taking into account the provisions of the
Companies Act 2006 and relevant thin capitalisation rules,
the total available distributable reserves of Ferrexpo plc is
US$119,520 thousand as at 31 December 2023 (2022: US$118,624
thousand).
Future distributable reserves at the
Ferrexpo plc level are also dependent on the payment of dividends
by the subsidiaries to the respective parent companies within the
Group. Distributable profits at subsidiaries' level are also
subject to potential impairment losses to be or already recorded in
the respective stand-alone statutory financial statements as a
result of war-related uncertainties. Certain Group companies are
currently restricted from paying dividends outside of Ukraine as a
result of Ukrainian currency control measures imposed under Martial
Law. Furthermore, the uncertainties related to the political
environment and the independence of the legal system and other
circumstances facing the Group (see Note 14 Commitments,
contingencies and legal disputes) could also have a negative impact
on Ferrexpo plc's ability and potential for future dividend
payments. As at 31 December 2023, one of the Group's subsidiaries
in Ukraine recognised provisions for legal disputes totalling
US$128,050 thousand reducing the distributable profits of this
subsidiary by this amount. Although this subsidiary still has a
considerable amount of distributable profits, an outflow of funds
in this amount would have an adverse impact on the Group's
available liquidity for potential future dividend
payments.
US$000
|
Year ended
31.12.23
|
Dividends paid during the year
|
|
Dividends on vested
awards
|
456
|
Total dividends paid during the year
|
456
|
Dividends paid during the financial
year 2023 totalled US$456 thousand and related to the Group's
share-based scheme.
Although accounts are published in
US dollars and dividends are declared in US dollars, the shares are
denominated in UK pounds sterling and dividends are therefore paid
in UK pounds sterling.
US$000
|
Year
ended
31.12.22
|
Dividends paid during the year
|
|
Final dividend for 2021: 6.6 US
cents per Ordinary Share
|
38,679
|
Interim dividend for 2022: 13.2 US
cents per Ordinary Share
|
76,899
|
Interim dividend for 2021: 6.6 US
cents per Ordinary Share
|
39,517
|
Total dividends paid during the year
|
155,095
|
Note 10: Property, plant and equipment
During the year ended 31 December
2023, the additions to property, plant and equipment totalled
US$112,093 thousand (31 December 2022: US$200,329 thousand) and the
net book value of the disposals of property, plant and equipment
totalled US$4,216 thousand (31 December 2022: US$22,799 thousand).
The total depreciation charge for the year was US$58,888 thousand
(31 December 2022: US$94,162 thousand).
The carrying value of property,
plant and equipment includes capitalised borrowing costs on
qualifying assets totalling US$32,110 thousand (31 December 2022:
US$35,694 thousand).
See Note 2 Basis of preparation in
respect of the impact of climate change on the Group's financial
statements.
Critical estimates
As at the date of the approval of
these consolidated financial statements, the war in Ukraine is
still ongoing and the duration is difficult to predict.
During the financial year 2023, the
Group continued to demonstrate a high level
of commitment and resilience that enabled it to operate at a
constant, but lower capacity, with a high degree of flexibility to
adapt its operations to changing circumstances.
The ongoing war continues to have an
adverse impact on the Group's production volume and cash flow
generation and it is expected that this will continue to be the
case until the war comes to an end. The unavailability of the Port
of Pivdennyi in Ukraine had a significant adverse impact on the
Group's seaborne sales and consequently on its cash flow generation
during the financial year 2023.
The Group's impairment test is based
on cash flow projections over the remaining estimated lives of the
GPL and the Yerystivske deposits, which are expected to expire in
2058 and 2048, respectively, according to the current approved mine
plans. The cash flow projection is based on a financial long-term
model approved by senior management and the estimated future
production volumes do not take into account the effects of expected
future mine life extension programmes. Several significant
judgements and estimates are used when preparing the financial
long-term model of the Group, which are, together with the key
assumptions used, reviewed by the Audit Committee with specific
consideration given to the realistically plausible production
volumes in light of the current situation in the country, sales
price and production cost forecasts as well as the discount rate
used to discount the cash flows.
The long-term model was updated in
January 2024 using management's best estimate of reasonably
conservative key assumptions, taking also into account the current
circumstances the Group has to operate in. In terms of the key
assumptions used, an average iron ore price of US$105 per tonne of
65% Fe fines CFR North China was used in the assumptions for the
cash flow projection for the next five years. When assessing its
expected future long-term selling price, the Group considers
external and internal analysis of the short-term and longer-term
supply and demand dynamics on the international market for iron ore
products as well as more specific local supply and demand balances
affecting its major customers. The level of the Group's production
remains predominantly dependent on the access to logistic routes
within Ukraine as the production volume is still to be aligned to
currently possible sales to minimise working capital outflow and
maintain a solid net cash position. As a result, the production
capacity used for the base-case cash flow projection is expected to
be approximately 45% of the pre-war level for the financial year
2024, before an increase to approximately 80% in 2025 and an
expected recovery to pre-war levels in 2026. The increase of the
future production capacity planned for years covered by the
long-term model before the war started has been adversely affected
as the work on certain growth projects had to be slowed down or
even halted to preserve the Group's available liquidity in light of
the lower cash flow generation. There is no perpetual growth rate
applied for the cash flow projections beyond the last year covered
by the Group's long-term model. Expected production and shipping
costs are determined by considering local inflationary pressures,
major exchange rate developments between the Ukrainian hryvnia and
the US dollar, the short-term and longer-term trends in energy
supply and demand and the expected movements in steel-related
commodity prices, which affect the cost of certain production input
materials. An average devaluation of the hryvnia of 6.5% per year
was assumed over the next five years in the Group's cash flow
projection, with the expected local inflation having an offsetting
effect.
The key assumptions used for the
preparation of the Group's long-term model are:
Key assumptions
|
Basis
|
Future sales and
production
|
Proved and probable reserves and
available logistics capacity and power supply
|
Commodity prices
|
Contract prices and longer-term
price estimates
|
Capital expenditures
|
Future sustaining capital
expenditures
|
Cost of raw materials and other
production/distribution costs
|
Expected future cost of
production
|
Exchange rates
|
Longer-term predictions of market
exchange rates
|
Nominal pre-tax discount
rate
|
Cost of capital risk adjusted for
the resource concerned
|
The outcome of the Group's
impairment test is predominantly dependent on the forecasted cash
flow generation and the nominal pre-tax discount rate to be
applied. The WACC of 23.0% (31 December 2022: 23.4%) is still
significantly higher than the pre-war WACC of 13.8% as at 31
December 2021 and reflects the current situation in the country as
underlying macro-economic data is still adversely affected by the
war in Ukraine. Based on the base case of the Group's impairment
test prepared for the 2023 year-end accounts, there is no
additional impairment loss on the Group's single cash-generating
unit's operating non-current assets, including property, plant and
equipment as well as other intangibles assets and other non-current
assets, to be recognised as at 31 December 2023. The key
assumptions in respect of production and sales volumes, and of
production costs, are largely dependent on the easing of the
war-related risks facing the Group's business in Ukraine, and
therefore a wide range of alternative outcomes are possible,
reflecting a high level of uncertainty.
A delay of the recovery of the
production and sales volumes to a pre-war level by another year,
with all other assumptions remaining unchanged, would reduce the
value in use of the Group's non-current operating assets by
approximately US$393,500 thousand. A reduction of the realised
price by 10% in 2024 and 5% for each year until 2048 would reduce
the value in use by approximately US$227,100 thousand and a
decrease of the production and sales volume by 10%, combined with
an increase of the production costs by 5%, again for the entire
period of the assessment, would reduce the value in use by
approximately US$274,300 thousand whereas every 1.0% increase of
the nominal pre-tax discount rate would impact the value in use by
approximately US$52,600 thousand, with all other assumptions
remaining unchanged.
As at the end of the comparative
year ended 31 December 2022, the Group recorded an impairment loss
of US$254,477 thousand, reflecting the difference between the
computed value in use of the Group's non-current operating assets
and the carrying value as at this date. Of the total impairment
loss recorded, US$219,931 thousand was allocated to various asset
categories within property, plant and equipment, US$29,103 thousand
to Goodwill and other intangible assets and US$5,443 thousand to
other non-current assets. The impairment losses recorded during the
financial year 2022 will be re-assessed again at the end of any
future reporting periods. If there are positive developments in the
Group's future cash flow generation and the relevant macro-economic
data, the impairment loss or a portion of it might reverse in
future periods. Conversely, an adverse change in the above key
assumptions might further reduce the value in use of the Group's
operating non-current assets. As at 31 December 2023, there is no
partial or full reversal of the impairment loss recognised during
the financial year 2022 to be recorded.
As disclosed in Note 2 Basis of
preparation and Note 14 Commitments, contingencies and legal
disputes, the Group announced on 29 January 2024 that a Ukrainian
court of appeal has confirmed a claim against Ferrexpo Poltava
Mining ("FPM") in the amount of UAH4,727 million (US$124,450
thousand as at 31 December 2023), in respect of contested sureties.
Despite the fact that it is management's view that FPM has
compelling arguments to defend its position in the Supreme Court of
Ukraine, given the magnitude of this specific claim and the
underdeveloped and fragile judicial system in Ukraine, the Group
recorded a full provision for this claim as at 31 December 2023 in
accordance with IAS 37 Provisions, contingent liabilities and
contingent assets. If the ruling of the Supreme Court is not
in favour of FPM, there is a risk that some of the Group's
property, plant and equipment will be seized or subject to a forced
sales process as part of the enforcement proceedings. Although the
Group has recognised a provision for the full amount of the
contested sureties claim, there is a risk that any assets subject
to seizure or a forced sales process are valued at an amount which
is different than their current carrying values as at 31 December
2023. Note 2 Basis of preparation provides further information in
terms of the possible implications on the Group's ability to
continue as a going concern.
Note 11: Inventories
At 31 December 2023, inventories
comprised:
US$000
|
As at
31.12.23
|
As
at
31.12.22
|
Raw materials and
consumables
|
47,302
|
51,437
|
Spare parts
|
88,000
|
91,334
|
Finished ore pellets
|
45,040
|
52,625
|
Work in progress
|
18,844
|
25,832
|
Other
|
2,243
|
3,226
|
Total inventories - current
|
201,429
|
224,454
|
Weathered ore
|
5,883
|
6,277
|
Total inventories - non-current
|
5,883
|
6,277
|
Total inventories
|
207,312
|
230,731
|
Inventories classified as
non-current comprised low-grade and weathered ore that were, based
on the Group's processing plans, not planned to be processed within
the next 12 months. The balances of weathered ore as at 31 December
2023 and 2022 are net of impairment losses of US$231,111 thousand
recorded as at 31 December 2021, as it could not be reliably
predicted when additional processing capabilities will be available
to specifically process the stockpiled low-grade and weathered ore.
The stockpiled low-grade ore is still considered as an asset for
the Group and some or all of the impairment losses might reverse in
the future, once changed facts and circumstances can be considered
in the net realisable value test of this asset. However, the
ongoing war in Ukraine makes it currently difficult to accelerate
the commenced engineering studies for the exploration of possible
options for new processing capabilities for the specific purpose of
processing low-grade ore, so that there are no changes in facts and
circumstances to be considered as at 31 December 2023.
During the comparative year ended 31
December 2022, low-grade ore totalling US$9,690 thousand was
extracted and directly recognised in the consolidated income
statement, included in the cost of sales. No such ore was extracted
during the year ended 31 December 2023, also a result of the lower
mining activity due to the ongoing war and the reduced operating
activity.
As disclosed in Note 2 Basis of
preparation and Note 14 Commitments, contingencies and legal
disputes, there is a risk that some of the Group's inventories are
seized or subject to a forced sales process, if enforcement
procedures in respect of an ongoing legal dispute commence.
Although the Group has recognised a provision for the full amount
of the contested sureties claim, there is a risk that the future
net realisable value of finished goods subject to any potential
seizure or forced sales process is different than the value
recognised at cost in the consolidated statement of financial
position as at 31 December 2023.
Note 12: Cash and cash equivalents
As at 31 December 2023, cash and
cash equivalents comprised:
US$000
|
As at
31.12.23
|
As
at
31.12.22
|
Cash at bank and on hand
|
115,241
|
112,945
|
Total cash and cash equivalents
|
115,241
|
112,945
|
The debt repayments net of proceeds
during the period ended 31 December 2023 totalled US$5,562 thousand
(31 December 2022: US$48,249 thousand) affecting the balance of
cash and cash equivalents.
Further information on the Group's
gross debt is provided in Note 13 Interest-bearing loans and
borrowings.
The balance of cash and cash
equivalents held in Ukraine amounts to US$11,175 thousand as at 31
December 2023 (31 December 2022: US$45,229 thousand). Despite the
foreign exchange control measures imposed under Martial Law in
Ukraine (see Note 14 Commitments, contingencies and legal
disputes), this balance is fully available to the Group for its
operations in Ukraine and is therefore not considered
restricted.
Note 13: Interest-bearing loans and
borrowings
This note provides information about
the contractual terms of the Group's major finance
facilities.
US$000
|
|
As at
31.12.23
|
As
at
31.12.22
|
Current
|
|
|
|
Lease liabilities
|
|
5,939
|
5,194
|
Total current interest-bearing loans and
borrowings
|
|
5,939
|
5,194
|
Non-current
|
|
|
|
Lease liabilities
|
|
1,009
|
1,354
|
Total non-current interest-bearing loans and
borrowings
|
|
1,009
|
1,354
|
Total interest-bearing loans and borrowings
|
|
6,948
|
6,548
|
The table below shows the movements
in the interest-bearing loans and borrowings:
US$000
|
|
Year
ended
31.12.23
|
Year
ended
31.12.22
|
Opening balance of interest-bearing loans and
borrowings
|
|
6,548
|
50,349
|
Cash movements:
|
|
|
|
Principal and interest elements of
lease payments
|
|
(5,562)
|
(6,103)
|
Change of trade finance facilities,
net
|
|
-
|
(42,146)
|
Total cash movements
|
|
(5,562)
|
(48,249)
|
Non-cash movements:
|
|
|
|
Additions to lease
liabilities
|
|
5,812
|
5,340
|
Others (incl. translation
differences)
|
|
150
|
(892)
|
Total non-cash movements
|
|
5,962
|
4,448
|
Closing balance of interest-bearing loans and
borrowings
|
|
6,948
|
6,548
|
The interest elements of lease
payments are included in the cash flows from operating activities
and not in the cash flows used in financing activities.
Note 14: Commitments, contingencies and legal
disputes
Commitments
Commitments as at 31 December 2023
consisted of the following:
US$000
|
Year
ended
31.12.23
|
Year
ended
31.12.22
|
Total commitments for the lease of
mining land (out of the scope of IFRS 16)
|
52,739
|
50,963
|
Total capital commitments on
purchase of property, plant and equipment
|
128,934
|
134,842
|
Commitments for investment in a
joint venture
|
6,064
|
6,064
|
Legal
In the ordinary course of business,
the Group is subject to various legal actions and ongoing court
proceedings. There is a risk that the independence of the judicial
system and its immunity from economic and political influences in
Ukraine is not upheld, and consequently Ukrainian legislation might
be inconsistently applied to resolve the same or similar disputes.
See also the Principal Risks section on pages 26 to 29 for further information on the
Ukraine country risk and Note 16 Events after the reporting period
in terms of another court order received.
Critical judgements
The Group is exposed to the risks
associated with operating in a developing economy, which may or may
not be exacerbated by the war and/or the current circumstances
facing the Group's controlling shareholder (see Ukraine country
risk on pages 26 to 29).
As a result, the Group is exposed to a number of risk areas that
are heightened compared to those expected in a developed economy,
such as an environment of political, fiscal and legal
uncertainties, which require a significant portion of critical
judgements to be made by the management team, mainly in respect of
the contested sureties claim, for which a provision was recorded as
at 31 December 2023, and the other matters listed under critical
judgements below.
Critical judgements for
ongoing legal proceedings and disputes with corresponding
provisions
Contested sureties claim
On 7 December 2022, FPM received a
claim in the amount of UAH4,727 million (US$124,450 thousand as at
31 December 2023) in respect of contested sureties. These contested
sureties relate to Bank F&C, a Ukrainian bank owned by the
Group's controlling shareholder and which the Group previously used
as its main transactional bank in Ukraine. Bank F&C is still
going through the liquidation process after having been declared
insolvent by the National Bank of Ukraine and put under temporary
administration on 18 September 2015.
The counterparty in this claim
alleges that it acquired rights under certain loan agreements
originally concluded between Bank F&C and various borrowers,
some of which are associated entities of the Group's controlling
shareholder, by entering into the assignment agreement with the
State Guarantee Fund on 6 November 2020. The counterparty further
claims that Ferrexpo Poltava Mining ("FPM") provided sureties to
Bank F&C to ensure the performance of obligations under these
loan agreements. On 9 August 2023, the court of first instance
ruled in favour of the claimant and FPM filed an appeal in
September 2023. On 26 January 2024 a Ukrainian court of appeal
confirmed the claim against FPM in the amount of UAH4,727 million
(US$124,450 thousand as at 31 December 2023). On 30 January 2024,
FPM filed a cassation appeal to the Supreme Court of Ukraine and
the first hearing was scheduled for 20 March 2024, but the hearing
did not take place as the presiding judge recused himself.
Following the appointment of a new panel of judges, on 1 April 2024
the Supreme Court suspended the possible enforcement of the
decision of the court of appeal. A Supreme Court hearing on 17
April 2024 considered primarily procedural matters and the next
court hearing is scheduled for 27 May 2024.
Notwithstanding the two negative
court decisions of the lower courts and based on legal advice
obtained, management remains of the view that these claims are
without merit and FPM has compelling arguments to defend its
position in the Supreme Court. However, considering the magnitude
of this claim and the risks associated with the judicial system in
Ukraine as further described above, the Group recorded a full
provision for this claim as at 31 December 2023, in accordance with
the requirements of IAS 37 Provisions, contingent liabilities and
contingent assets.
As at the date of the approval of
these consolidated financial statements, no enforcement procedures
have commenced and, further to the Supreme Court's order of 1 April
2024 suspending possible enforcement of the decision of the court
of appeal, such procedures cannot be initiated by the claimant
until a final decision is made by the Supreme Court, or the current
suspension order is otherwise lifted. If the final ruling of the
Supreme Court is not in favour of FPM, the
claimant may take steps to appoint either a state or a private
bailiff and request the commencement of the enforcement
procedures, which could have a material
negative impact on the Group's business activities and its ability
to continue as a going concern, as the assets of FPM could be
seized or subject to a forced sale. The potential seizure or forced
sale of FPM's assets, including moveable, immovable and financial
assets, may have a material adverse impact on the Group's cash flow
generation, profitability and available liquidity in future
periods. As at the date of the approval of these consolidated
financial statements, it is not possible reasonably to assess the
implications of a potential seizure or forced sale of assets on the
Group's business activities, as the timing, scope and impact are
unknown and outside of the Group's control. However, the Group is
considering and preparing a number of mitigating actions and
responses within its control in order to seek to ensure
continuation of production and generation of revenue streams.
Beyond that, in case of an enforcement, FPM will challenge
orders and actions
of the bailiff in the court, which will allow the
Group to continue to trade and generate resources
to meet its other liabilities as they fall due.
See Note 2 Basis of preparation, Note 10 Property, plant and
equipment and Note 11 Inventories for further
information.
Critical judgements for
ongoing legal proceedings and disputes without corresponding
provisions
Creditor protection application against Ferrexpo Poltava
Mining ("FPM")
In February 2024, a supplier and
related party to the Group filed an application to open bankruptcy proceedings ("creditor protection proceedings") against FPM, which was
accepted by the relevant court for further consideration. The
amount of debt claimed by the supplier of FPM was initially UAH2.2
million. The operation of FPM is not affected by this application
and the supplier continued to provide its services to FPM. The
amount of debt claimed by the supplier subsequently increased to
UAH4.6 million (c. US$117 thousand as at 15 April 2024). A
preparatory court hearing was scheduled by the court for 12 March
2024. This hearing did not take place and a further hearing
scheduled for 9 April 2024 was also postponed. A new hearing is
scheduled for 30 April 2024. The creditor protection proceedings are a lengthy process,
which is not expected to limit the Group to continue to trade and
generate resources to meet its other liabilities as they fall due.
Furthermore, it is the Group's intention to settle this debt or
seek to extend the payment terms, but noting a previous extension
request has been refused by the supplier, to avoid the opening of
such creditor protection proceedings. See Note 2 Basis of
preparation for further information.
Shares freeze in relation to claim from the Ukrainian Deposit
Guarantee Fund ("DGF")
As announced on 7 March 2023 on the
Regulatory News Service of the London Stock Exchange, the Group
became aware of a press release by the DGF suggesting that a
restriction has been placed on shares held by Ferrexpo AG ("FAG"),
the Group's Swiss subsidiary, in three main operating subsidiaries
of the Group in Ukraine, covering 50.3% of the shares held in each
subsidiary. According to the subsequently published court
order in the Ukrainian official register of court decisions, the
Kyiv Commercial Court ordered the arrest (freeze) of 50.3% of FAG's
shareholding in each of Ferrexpo Poltava Mining ("FPM"), Ferrexpo
Yeristovo Mining ("FYM") and Ferrexpo Belanovo Mining ("FBM"). The
court order also prohibits each of FPM, FYM and FBM from making
changes to the amount of its authorised capital. The court order
does not affect ownership of the shares in these three subsidiaries
of the Group in Ukraine, but prohibits the disposal by FAG of 50.3%
of its shareholding in each named subsidiary.
This court order was issued by the
Kyiv Commercial Court during a hearing in the commercial litigation
between the DGF and Mr. Zhevago, the Group's controlling
shareholder, in relation to the liquidation of Bank F&C in
2015.
In addition to the restriction
covering 50.3% of FAG's shareholding in each of FPM, FYM and FBM,
the court order also contains a prohibition on Fevamotinico
S.a.r.l. disposing of its shares in Ferrexpo plc and Ferrexpo plc
disposing of any of its shares in FAG. As at the date of the
approval of these consolidated financial statements, the Group has
no intention, and never has had any intention, of transferring the
shares in FPM, FYM, FBM or FAG. The Group does not expect an impact
on its operations as a result of this court order.
The Group's subsidiaries affected by
this court order, including FAG, filed appeals in Ukraine in March
2023 to remove the restrictions. A hearing at the Northern
Commercial Court of Appeal took place on 21 June 2023 and the court
accepted FAG and the three Ukrainian subsidiaries as third parties
to this litigation. On 26 July 2023, the court of appeal dismissed
the appeals of FAG, FPM, FYM and FBM in relation to the
restrictions covering 50.3% of the corporate rights in FPM, FYM and
FBM so that the imposed restrictions remain effective. The Group's
subsidiaries filed cassation appeals to the Supreme Court of
Ukraine in August 2023 and a first hearing of the case at the
Supreme Court took place on 8 November 2023, without any decision
being taken. On 10 January 2024, the Supreme Court rejected the
cassation appeals from the Group's subsidiaries and the
restrictions remain effective. After a review by the Supreme Court
of other cassation appeals related to the main dispute between the
DGF and Mr. Zhevago, to which the Group is not a party, the case is
expected to be sent to the court of first instance, the Kyiv
Commercial Court, to proceed with consideration of the main dispute
between the DGF and Mr. Zhevago.
Based on advice from Ukrainian legal
counsel, management considers that the court order was made in
contradiction to Ukrainian law because the restricted 50.3% of
corporate rights in the three Ukrainian subsidiaries are the
property of FAG and not of any other person as a matter of
Ukrainian law. The Group will file new applications and motions to
challenge the validity of these restrictions once the case is
returned to the Kyiv Commercial Court.
However, as with other ongoing legal
proceedings in Ukraine, there is a risk that the independence of
the judicial system and its immunity from economic and political
influences in Ukraine is not upheld and in that case the Group
might not be successful in procuring the cancellation of such
restrictions.
Shares freeze in relation to claim from the National Bank of
Ukraine ("NBU")
In addition to the case initiated by
the Ukrainian Deposit Guarantee Fund ("DGF") as described above,
there is a commercial litigation between the NBU and Mr. Zhevago,
the Group's controlling shareholder, in relation to the personal
surety given by Mr. Zhevago for the loan provided by the NBU to
Bank F&C prior to its insolvency. In respect of this commercial
litigation, the Chief State Bailiff of the Ministry of Justice of
Ukraine issued in September 2023 a resolution on arrest (freeze) of
property of Mr. Zhevago as part of intended enforcement
proceedings.
As part of this September 2023
resolution, the State Bailiff imposed an order to arrest (freeze)
50.3% of the issued share capital of FYM and FBM, owned by FAG,
based on the incorrect assumption that these corporate rights are
owned by Mr. Zhevago. In reaching this decision to arrest these
corporate rights, the State Bailiff relied on conclusions made by
the Northern Commercial Court of Appeal that Mr. Zhevago is the
ultimate beneficial owner of the Ukrainian subsidiaries and that
all companies in the Group are just nominal owners of the assets
ultimately owned by Mr. Zhevago. FAG filed a civil claim in October
2023 seeking to cancel the order and to block the enforcement
procedure initiated by the State Bailiff. On 30 November 2023, the
Komsomolskyi Town Court of Poltava Region, a court of first
instance, suspended the enforcement procedure, prohibiting the
State Bailiff from taking any actions to forcefully sell FAG's
corporate rights in FYM and FBM. The State Bailiff filed an appeal,
but the Poltava Court of Appeal has not opened appeal proceedings
to date. The date of the first hearing at the Poltava Court of
Appeal in these proceedings is currently unknown. In parallel, the
NBU made an application to stay the main proceeding. On 9 January
2024, the court of first instance suspended the court proceedings
until there is a written decision from the Supreme Court of Ukraine
in respect of the restrictions imposed in the above-mentioned case
initiated by the DGF.
Shares freeze in relation to investigation in connection with
Bank F&C
As part of the ongoing investigation
in connection with Bank F&C, on 25 March 2024, the Group became
aware of a court order dated 18 January 2024 in the Ukrainian
Register of Court Decisions regarding restrictions on certain
corporate rights in all of the Group's Ukrainian subsidiaries.
These restrictions are imposed on 49.5% of the shares in all of the
Group's Ukrainian subsidiaries, except for Nova Logistics LLC and
TIS-Ruda LLC, an associated company of the Group, where the
relevant percentages restricted are 25.2% and 24.7%,
respectively.
The restrictions do not affect
ownership of the relevant shares, but prohibit their transfer and
restrict the right to use corporate rights of such shares,
including the right to vote. The Group is not a party to the
proceedings in which the restrictions have been imposed and these
restrictions were imposed without official notification to the
Group and/or its subsidiaries. The Group plans to file an appeal to
seek the cancellation of these restrictions on the corporate
rights.
Currency control measures imposed in Ukraine
With the start of the Russian
invasion into Ukraine on 24 February 2022, the Ukrainian government
introduced Martial Law affecting, among others, aspects relating to
lending agreements, foreign exchange and currency controls and
banking activities.
As a result of the introduced
Martial Law, the National Bank of Ukraine ("NBU") has introduced
significant currency and capital control restrictions in Ukraine.
These measures are affecting the Group in terms of its cross-border
payments to be made, which are restricted and may be carried out
only in exceptional cases. The maximum period for settlements of
invoices under export and import contracts was decreased as of 1
April 2022 from what was previously 360 days to 180
days.
These measures put additional
pressure on the Group's liquidity management as the Ukrainian
subsidiaries are currently not in the position to make cash
transfers outside of Ukraine. As it is essential to the Group that
sufficient liquidity is held outside of Ukraine in order to ensure
that the Group's liabilities can be settled when falling due,
intercompany receivable balances due to the Ukrainian subsidiaries
have historically only been paid when falling due and after
considering the local cash requirements for the operating
activities and the capital expenditure programmes.
The currently lower operating
activities and the reduced capital expenditure programmes due to
the ongoing war have reduced the local cash requirements and
consequently increased the imbalance between payments to be made
into Ukraine and local cash requirements. As a result of the
imposed currency control measures, the Group has to carefully
manage the payments to be made into Ukraine, as the local
subsidiaries cannot transfer any surplus funds back to the Group
entities outside of Ukraine, if required.
Failure to comply with the currency
control regulations can result in fines. The offence against the
currency control regulations would result in fines of 0.3% per day
calculated on the cumulative overdue receivable balances. The Group
has implemented various measures to mitigate the impact of the
currency control regulations and reduce the risk of material fines,
but there exists legal uncertainty in the application of the
currency control regulations during the application of Martial Law
in Ukraine. The currency control regulations may also be subject to
change in the future (including with retrospective effect).
Therefore, there is a risk that the Group may become subject to
challenges from regulatory authorities in connection with the
application of the regulations.
Given the amount of outstanding
receivable balances between Group companies, there is a risk of
material fines becoming payable in the future. However, as a result
of different interpretations of the currency control regulations
during the application of Martial Law and the measures initiated by
the Group to mitigate the risk of potential fines, it is currently
not possible to reliably estimate the amount of a potential
exposure.
Share dispute
On 23 November 2020, the Kyiv
Commercial Court reopened court proceedings in relation to an old
shareholder litigation.
This old shareholder litigation
started in 2005, when a former shareholder in Ferrexpo Poltava
Mining ("FPM") brought proceedings in the Ukrainian courts seeking
to invalidate the share sale and purchase agreement concluded in
2002 pursuant to which a 40.19% stake in FPM was sold to nominee
companies that were previously ultimately controlled by Mr.
Zhevago, amongst other parties. After a long period of litigation,
all old claims were fully dismissed in 2015 by the Higher
Commercial Court of Ukraine.
In January 2021, Ferrexpo AG ("FAG")
received a claim from a former shareholder in FPM seeking to
invalidate the share sale and purchase agreement concluded in
2002.
In February 2021, FAG became aware
that an additional three new claims had been filed by three other
former shareholders in FPM. Taken together, four claimants sought
to invalidate the share sale and purchase agreement concluded in
2002 pursuant to which a 40.19% stake in FPM was sold, similar to
the previous claims made back in 2005. The Kyiv Commercial Court
ruled on 27 May 2021 in favour of FAG and the opposing parties
filed their appeals in June 2021. The Northern Commercial Court of
Appeal opened the appeal proceedings. After several hearings, in
September 2022 the Group received a judgment from the appeal court,
which stated that the share sale and purchase agreement concluded
in 2002 was invalid and ordered that 40.19% of the current share
capital in FPM should be transferred to the claimants.
Following the identification of
numerous errors in the application of Ukrainian law in the judgment
of the Northern Commercial Court of Appeal by the Group's Ukrainian
legal advisors, FAG filed a cassation appeal and requested the
Supreme Court of Ukraine to review the ruling made by the Northern
Commercial Court of Appeal. During the hearing on 19 April 2023,
the judges of the Grand Chamber of the Supreme Court ruled in
favour of the Group.
Allegations of bribery against the
Head of the Supreme Court made by the National-Anti-Corruption
Bureau of Ukraine ("NABU") and the Specialised Anti-Corruption
Prosecutor's Office ("SAPO") in May 2023 make reference to the
ruling made by the Supreme Court on 19 April 2023 and the Group's
controlling shareholder. Following the subsequent removal of the
Head of the Supreme Court, investigations by NABU and SAPO are
underway into the conduct of the former Head of the Supreme Court
and a lawyer who allegedly acted as the intermediary in the alleged
bribery. On 3 August 2023, NABU announced that the Group's
controlling shareholder had been issued with a notice of suspicion
in NABU's and SAPO's investigation.
If the Ukrainian Anti-Corruption
Court concludes that a judge received a bribe for the favourable
decision in the share dispute case, and such verdict of the
Anti-Corruption Court remains valid after any potential appeal,
then the claimants may apply to the Supreme Court to review the
decision of the Grand Chamber of the Supreme Court given on 19
April 2023 due to exceptional circumstances. In February 2024, all
four claimants were dissolved according to the records at the UK
Companies House. As at the date of the approval of these
consolidated financial statements, no allegations have been made
against the Group in connection with the alleged bribery and it is
currently not possible to anticipate future developments in this
case with any certainty.
If the case were to be reviewed by
the Grand Chamber of the Supreme Court once again, management
remains of the view that FAG has compelling legal arguments to
defend its position. Based on the legal considerations and
arguments in the case and taking into account the advice received
from the Group's Ukrainian legal advisors, management remains of
the view that the decision should be in favour of the Group, but
there is a risk that the independence of the judicial system and
its immunity from economic and political influences in Ukraine is
not upheld. A hypothetical reversal of the decision by the Grand
Chamber of the Supreme Court would result in the loss of a
significant proportion of the shareholding in the Group's main
operating subsidiary in Ukraine, which holds approximately 65% of
the Group's non-current operating assets, and would have a material
adverse impact on the shareholders' equity attributable to the
shareholders of Ferrexpo plc. Due to the uncertainties, it is
currently not possible to reasonably estimate the financial impact,
but it could be material. A negative decision could also have an
impact on potential future dividends from FPM to FAG and, as
result, on the distributable reserves of Ferrexpo plc (see Note 9
Earnings per share and dividends paid and proposed for further
details).
No non-controlling interest has been
recognised as of 31 December 2023 because FPM remains wholly owned
by FAG as at the date of the approval of these consolidated
financial statements. It is management's view that a hypothetical
reversal of the decision by the Grand Chamber of the Supreme Court
will not cast significant doubt on the Group's ability to continue
as a going concern. However, such a decision might complicate the
daily business of the Group's major subsidiary in Ukraine, as the
intentions of the opposing parties, the claimants in the share
dispute case, are not clear at this point in time.
Other ongoing legal proceedings and disputes
Other ongoing legal
proceedings and disputes with corresponding
provisions
Challenge of squeeze-out of minority
shareholders
Following the completion of
squeeze-out procedures in 2019 in respect of the one of the Group's
subsidiaries in Ukraine, Ferrexpo Poltava Mining ("FPM"), two
former minority shareholders of FPM challenged the valuation of the
shares of FPM. This valuation formed the basis for the mandatory
buy-out of minority shareholders according to Ukrainian
law.
On 19 September 2023, a court of
first instance ruled in favour of the two former minority
shareholders and decided that FPM should pay UAH136 million
(US$3,720 thousand as at 31 December 2023) in aggregate to the two
former shareholders of FPM. Following the appeal filed by FPM, the
court of appeal in Kharkiv refused on 21 February 2024 to satisfy
the appeal of FPM, and FPM subsequently filed a cassation appeal to
the Supreme Court of Ukraine. On 25 March 2024, the Supreme Court
suspended the enforcement of the decision of the court of appeal
and scheduled a court hearing for 17 April 2024. On 17 April 2024,
the Supreme Court heard the arguments of the parties and scheduled
another hearing for 27 May 2024.
The Group recorded a full provision
for this claim as at 31 December 2023, in accordance with the
requirements of IAS 37 Provisions, contingent liabilities and
contingent assets.
Other ongoing legal
proceedings and disputes without corresponding
provisions
Royalty-related investigation and claim
On 3 February 2022, Ferrexpo Poltava
Mining ("FPM") and Ferrexpo Yeristovo Mining ("FYM") received
letters from the Office of Prosecutor General notifying them about
an ongoing investigation into the potential underpayment of iron
ore royalty payments during the years 2018 to 2021. The amount of
underpayment was not specified in the letters. As part of the
investigation, the Office of Prosecutor General requested documents
related to iron ore royalty payments and requested four
representatives of the Group's subsidiaries to appear as witnesses
for investigations.
On 8 February 2022, FPM received a
tax audit report, which claims the underpayment of iron ore royalty
payments during the period from April 2017 to June 2021 in the
amount of approximately UAH1,042 million (US$27,434 thousand as at
31 December 2023), excluding fines and penalties. The Group
provided its objections to the claims made in the tax audit report.
On 11 August 2023, FPM received a tax notification-decision, which
claims the underpayment of royalty payments in the amount of
UAH1,233 million (US$32,462 thousand as at 31 December 2023), which
is higher than the amount initially stated in the tax audit report
due to imposed fines and penalties. FPM challenged the notification
received as part of administrative procedures with the tax
authorities. On 20 October 2023, the tax authorities decided that
the amount in the notification-decision is final and not subject to
changes. In November 2023, FPM filed a lawsuit before the court to
challenge the tax authorities' decision and the first court hearing
took place on 29 January 2024. The hearing scheduled for 18 March
2024 did not take place due to air raid alerts and a reconvened
court hearing on 15 April 2024 decided that the court proceedings are suspended until the review of
another case.
On 16 November 2022, detectives from
the Bureau of Economic Security of Ukraine conducted searches at
FPM and FYM in connection with the royalty-related investigation.
On 3 February 2023, a notice of suspicion was delivered to a senior
manager of FPM, which claimed underpayment of royalty payments in
the amount of approximately UAH2,000 million (US$52,656 thousand as
at 31 December 2023). Bail of UAH20 million (US$527 thousand as at
31 December 2023) was approved by the court on 9 February 2023 and
subsequently paid by the Group.
On 6 February 2023, the court
arrested the bank accounts of FPM. Following a motion to change the
scope of the arrest filed by FPM, the court on 8 February 2023 and
on 16 February 2023 added exceptions to the original court order to
arrest the bank accounts of FPM in order to allow FPM to make
payments for salaries, local taxes, social security charges,
payments for utilities as well as payments to state and municipal
companies. An appeal to cancel the arrest of the bank accounts of
FPM was heard by the court of appeal on 19 April 2023, but the
court did not satisfy the Group's appeal and the arrest order
remains in effect.
On 31 October 2023, a notice of
suspicion was delivered to another senior manager of FPM. On 13
November 2023, a court of first instance approved the bail in the
amount of approximately UAH800 million (US$21,062 thousand as at 31
December 2023). An appeal was filed by the Group's subsidiary and
after several scheduled court hearings were postponed, the next
court hearing of the court of appeal to determine the amount of the
bail for this senior manager was scheduled for 20 March 2024.
However, this hearing was postponed and a reconvened hearing was
scheduled for 2 April 2024, but was postponed to 29 April
2024.
Based on legal advice obtained, it
is management's view that FPM and FYM have compelling arguments to
defend their positions in the court and, as a consequence, no
associated liabilities have been recognised in relation to the
claim in the consolidated statement of financial position as at 31
December 2023. However, as with other ongoing legal proceedings,
there is a risk that the independence of the judicial system and
its immunity from economic and political influences in Ukraine is
not upheld and, in that case, there could be a material adverse
impact on the Group.
Investigations on use of waste product and asset
freeze
On 10 January 2023, the State Bureau
of Investigations ("SBI") in Ukraine performed several searches in
respect of investigations on alleged illegal extraction of minerals
("rubble"). The National Police of Ukraine also carried out
investigations on the same matter and made searches and collected
samples of the rubble on 17 January 2023 at Ferrexpo Poltava Mining
("FPM"). FPM's position is that the minerals in question are not a
separate mineral resource, but that it is a waste product resulting
from the crushing of iron ore during the technical process for the
production of iron ore pellets.
On 29 June 2023, the SBI issued
notices of suspicion to three representatives of FPM's senior
management and the head of one division for allegedly selling the
rubble without the appropriate permit. The FPM employees were
detained by the SBI and subsequently released after FPM paid bails
totalling UAH122 million (US$3,336 thousand at this point of time)
that were approved by the court.
On 22 September 2023, the National
Police of Ukraine searched the private residence of a senior
manager of FPM and issued a notice of suspicion. The senior manager
was subsequently detained by the National Police of Ukraine. On 26
September 2023, a court of first instance approved bail in the
amount of UAH999 million (US$26,302 thousand as at 31 December
2023) and then on 30 October 2023 the court of appeal reduced the
bail to UAH400 million (US$10,531 thousand as at 31 December 2023).
Following payment of the bail by the Group, the senior manager was
released.
The sales of the rubble were subject
to inspections by the State Service for Geology and Subsoil of
Ukraine for many years and the sales were suspended by the Group in
September 2021. The position of FPM is that based on the mining
license held, FPM complied with the relevant legislation. In the
pre-trial investigation of the rubble case and following an
application from the prosecutor to arrest (freeze) all rail cars
and railway access tracks owned by FPM, a court of first instance
issued the order to do so. FPM filed an appeal and at a hearing of
the court of appeal on 30 October 2023 the court of appeal
confirmed the arrest (freeze) of assets, but refused to provide
clarifications on the exact scope of the order, which created an
alleged restriction on the use of one type of FPM's rail cars.
Since that time FPM has not been using this type of rail cars
(totalling 1,339 units), but continues to use another type of its
rail cars (totalling 1,043 units). FPM filed new applications to
several courts to remove the arrest order. In the same pre-trial
investigation of the rubble case, some of the real estate assets
and transport vehicles of FPM were also arrested, but this arrest
does not restrict the use of these assets in operations. As
disclosed under the royalty-related investigation and claim on
page 61, a court in
Ukraine arrested on 6 February 2023 the bank accounts of FPM.
Following a motion to change the scope of the arrest filed by FPM,
the court on 8 February 2023 and on 16 February 2023 added
exceptions to the original court order to arrest the bank accounts
of FPM in order to allow FPM to make payments for salaries, local
taxes, social security charges, payments for utilities as well as
payments to state and municipal companies.
On 5 March 2024, the same bank accounts were again
arrested by another governmental body, the National Police of
Ukraine, but in respect of the investigations on the use of waste
products. FPM has filed again a motion to the court to change the
scope of the arrest to allow certain payments to be made from these
arrested bank accounts. A court of appeal hearing scheduled for 16
April 2024 did not take place and a hearing is now scheduled for 14
May 2024.
No associated liabilities have been
recognised in relation to this case in the consolidated statement
of financial position as at 31 December 2023 as no damage has been
claimed from FPM.
Ecological claims
As discussed in detail in the 2022
Annual Report and Accounts, the State Ecological Inspection carried
out an inspection of Ferrexpo Yeristovo Mining ("FYM") and on 1
October 2021 issued an order to remove a number of alleged
violations of environmental rules. After the court of first
instance ruled in favour of FYM on 19 July 2022 the State
Ecological Inspection filed an appeal. The court of appeal returned
the appeal claim to the State Ecological Inspection on 20 March
2023 due to procedural mistakes when filing the claim and the State
Ecological Inspection subsequently requested an extension of the
deadline for the filing of their next appeal. The State Ecological
Inspection subsequently filed another appeal and on 20 July 2023
the court of appeal returned the appeal claim back to the State
Ecological Inspection. There had been no actions in respect of this
dispute until 5 October 2023, when the National Police of Ukraine
reviewed land plots of FYM.
Based on legal advice obtained, it
is management's view that FYM has compelling arguments to defend
its position in the court and, as a consequence, no associated
liabilities have been recognised in relation to these matters in
the consolidated statement of financial position as at 31 December
2023.
Cancellation of licence for Galeschynske
deposit
On 24 June 2021, an Order of the
President of Ukraine was published on the official website of the
President (the "Order"), which enacted the Decision of the National
Security and Defence Council of Ukraine on the application of
personal special economic and other restrictive measures and
sanctions (the "Decision"). Ferrexpo Belanovo Mining ("FBM") is
included in the list of legal entities which are subject to
sanctions pursuant to the Decision. The Order and the Decision do
not provide any legal ground for the application of sanctions. The
sanction imposed on FBM is the cancellation of the mining licence
for the Galeschynske deposit, which is one of two licences held by
FBM.
The Galeschynske deposit is a
project in the exploration phase that is situated to the north of
the Group's active mining operations. Following the cancellation of
this license and considering the fact that the outcome of the
proceedings is currently uncertain, all capitalised costs
associated with this licence totalling US$3,439 thousand were
written off during the financial year 2021. A court hearing took
place on 4 April 2023 and the judges considered the evidence
presented, but have not yet concluded on the legal merits of this
dispute. Another court hearing took place on 12 February 2024 with
no decision being taken and the date of the next hearing is unknown
as at the date of the approval of these consolidated financial
statements.
Taxation
Tax legislation
As disclosed in Note 8 Taxation,
following the completion of tax audits in respect of its
cross-border transactions, the Group's major subsidiaries, Ferrexpo
Poltava Mining ("FPM") and Ferrexpo Yeristovo Mining ("FYM")
received tax claims in the amount of UAH2,162 million (US$56,921
thousand as at 31 December 2023), including fines and penalties,
and UAH259 million (US$6,819 thousand as at 31 December 2023),
still subject to potential fines and penalties, respectively. The
Group's subsidiaries filed the objections to be considered by the
tax authorities. Based on past experience, it is expected that no
agreement will be made with the tax authorities and that the claims
will need to be heard by the courts in Ukraine. On 28 February
2024, a court of first instance opened a case in relation to the
lawsuit filed by FPM to challenge the tax-notification-decisions
dated 27 November 2023. The first preparatory hearing took place on
1 April 2024 and the next hearing is scheduled for 20 May 2024. As
at the date of the approval of these consolidated financial
statements, the court preparatory hearings have just commenced and,
as a result, no final decisions have been made for the claims
received by the Group's subsidiaries in Ukraine. An unfavourable
outcome would have an adverse impact on the Group's cash flow
generation, profitability and liquidity.
See Note 8 Taxation and also the
update on the Group's Principal Risks on pages 26 to 29 in terms of the Ukraine country
risk.
Note 15: Related party disclosures
During the years presented, the
Group entered into arm's length transactions with entities under
the common control of Kostyantin Zhevago, a controlling
shareholder of Ferrexpo plc, with associated companies and with
other related parties. Management considers that the Group has
appropriate procedures in place to identify, control, properly
disclose and obtain independent confirmation, when relevant, for
transactions with the related parties.
Entities under common control are
those under the control of Kostyantin Zhevago. Associated companies
refer to TIS Ruda LLC, in which the Group holds an interest of
49.9% (2022: 49.9%). This is the only associated company of the
Group.
Related party transactions entered
into by the Group during the years presented are summarised in the
following tables:
Revenue, expenses, finance income and
expense
|
|
|
US$000
|
Entities
under common
control
|
Associated
companies
|
Other
related
parties
|
Entities
under
common control
|
Associated
companies
|
Other
related
parties
|
Other salesa
|
271
|
-
|
1
|
560
|
-
|
2
|
Total related party transactions within
revenue
|
271
|
-
|
1
|
560
|
-
|
2
|
Materials and
servicesb
|
6,473
|
-
|
-
|
6,784
|
-
|
-
|
Spare parts and
consumablesc
|
1,730
|
-
|
-
|
7,056
|
-
|
-
|
Other
expensesd
|
1,289
|
-
|
-
|
1,948
|
-
|
-
|
Total related party transactions within cost of
sales
|
9,492
|
-
|
-
|
15,788
|
-
|
-
|
Selling and distribution
expensese
|
5,825
|
20
|
-
|
6,542
|
3,819
|
-
|
General and administration
expensesf
|
200
|
-
|
691
|
398
|
-
|
567
|
Other operating
expensesg
|
1,019
|
-
|
-
|
2,019
|
-
|
-
|
Finance expense
|
3
|
-
|
-
|
8
|
-
|
-
|
Total related party transactions within
expenses
|
16,539
|
20
|
691
|
24,755
|
3,819
|
567
|
Total related party transactions
|
16,810
|
20
|
692
|
25,315
|
3,819
|
569
|
A description of the most material
transactions, which are in aggregate over US$200 thousand in the
current or comparative year, is given below.
Entities under common control
The Group entered into various
related party transactions with entities under common control. All
transactions were carried out on an arm's length basis in the
normal course of business.
a
Sales of scrap metal to OJSC Uzhgorodsky Turbogas totalling US$170
thousand (2022: US$361 thousand);
b
Purchases of oxygen, scrap metal and services from Kislorod PCC for
US$1,020 thousand (2022: US$1,437 thousand);
b
Purchases of cast iron balls from OJSC Uzhgorodsky Turbogas for
US$4,552 thousand (2022: US$4,258 thousand); and
b
Purchase of maintenance and construction services from FZ Solutions
LLC for US$779 thousand (2022: US$997 thousand).
c
Purchases of spare parts from OJSC AvtoKraz Holding in the amount
of US$2 thousand (2022: US$1,799 thousand);
c
Purchases of spare parts from CJSC Kyiv Shipbuilding and Ship
Repair Plant ("KSRSSZ") in the amount of US$218 thousand (2022:
US$902 thousand);
c
Purchases of spare parts from OJSC Uzhgorodsky Turbogas in the
amount of US$746 thousand (2022: US$1,460 thousand);
c
Purchases of spare parts from FZ Solutions LLC of US$372 thousand
(2022: US$1,125 thousand);
c
Purchases of spare parts from Kislorod PCC in the amount of US$256
thousand (2022: US$410 thousand); and
c
Purchases of spare parts from Valsa GTV of US$137 thousand (2022:
US$1,231 thousand).
d
Insurance premiums of US$1,289 thousand (2022: US$1,948 thousand)
paid to ASK Omega for insurance cover in respect of mining
equipment and machinery.
e
Purchases of advertisement, marketing and general public relations
services from FC Vorskla of US$5,823 thousand (2022: US$6,541
thousand).
g
Insurance premiums of US$804 thousand (2022: US$1,085 thousand)
paid to ASK Omega for workmen's insurance and other
insurances;
g
Purchase of marketing services from TV & Radio Company of
US$210 thousand (2022: US$212 thousand); and
g
Purchase of food under the Ferrexpo Humanitarian Fund from JSC
Kremenchukmyaso in the amount of US$798 thousand in the comparative
year ended 31 December 2022. No such purchases as at 31 December
2023. See page 64 for
further information on the Ferrexpo Humanitarian
Fund.
Associated companies
The Group entered into related party
transactions with its associated company, TIS Ruda LLC, which were
carried out on an arm's length basis in the normal course of
business for the members of the Group.
e
Purchases of logistics services in the amount of US$20 thousand
(2022: US$3,819 thousand) relating to port operations, including
port charges, handling costs, agent commissions and storage costs.
The scope of the services procured from TIS Ruda is heavily
affected by the ongoing war in Ukraine as the Group's seaborne
sales through the port of Pivdennyi were suspended since the
beginning of the war.
Other related parties
The Group entered into various
transactions with related parties other than those under the
control of a controlling shareholder of Ferrexpo plc. All
transactions were carried out on an arm's length basis in the
normal course of business.
f Legal and administrative
services in the amount of US$510 thousand (2022: US$387 thousand)
provided by Kuoni Attorneys at Law Ltd., which is controlled by a
member of the Board of Directors of one of the subsidiaries of the
Group. The Directors' fees paid totalled US$100 thousand for the
financial year 2023 (2022: US$100 thousand).
Purchases of property, plant and equipment
The table below details the
transactions of a capital nature, which were undertaken between
Group companies and entities under common control, associated
companies and other related parties during the years
presented.
|
|
|
US$000
|
Entities
under common
control
|
Associated
companies
|
Other
related
parties
|
Entities
under
common control
|
Associated
companies
|
Other
related
parties
|
Purchases in the ordinary course of
business
|
3,499
|
-
|
-
|
11,634
|
-
|
-
|
Total purchases of property, plant and
equipment
|
3,499
|
-
|
-
|
11,634
|
-
|
-
|
During the year ended 31 December
2023, the Group purchased major spare parts and equipment from FZ
Solutions LLC totalling US$3,499 thousand (2022: US$11,598
thousand) in respect of the continuation of the Wave 1 pellet plant
expansion project.
The FPM Charity Fund owns 75% of the
Sport & Recreation Centre ("SRC") in Goryshnye Plavnye and made
contributions totalling US$69 thousand during the year ended 31
December 2023 (2022: US$154 thousand) for the construction and
maintenance of the building, including costs related to
electricity, gas and water consumption. The remaining stake of 25%
is owned by JSC F&C Realty, which is under the control of
Kostyantin Zhevago.
Balances with related parties
The outstanding balances, as a
result of transactions with related parties, for the years
presented are shown in the table below:
|
|
|
US$000
|
Entities
under common
control
|
Associated
companies
|
Other
related
parties
|
Entities
under
common control
|
Associated
companies
|
Other
related
parties
|
Other non-current
assetsg
|
3,001
|
-
|
-
|
3,847
|
-
|
-
|
Total non-current assets
|
3,001
|
-
|
-
|
3,847
|
-
|
-
|
Trade and other
receivablesh
|
71
|
3,125
|
-
|
38
|
3,245
|
1
|
Prepayments and other current
assetsi
|
124
|
389
|
-
|
745
|
120
|
-
|
Total current assets
|
195
|
3,514
|
-
|
783
|
3,365
|
1
|
Trade and other
payablesj
|
1,219
|
-
|
-
|
2,057
|
244
|
-
|
Total current liabilities
|
1,219
|
-
|
-
|
2,057
|
244
|
-
|
A description of the balances over
US$200 thousand in the current or comparative year is given
below.
Entities under common control
g
Other non-current assets include prepayments for property, plant
and equipment totalling US$2,990 thousand (2022: US$3,787 thousand)
were made to FZ Solutions LLC mainly in relation to the Wave 1
expansion project of the processing plant.
i Prepayments and other
current assets to ASK Omega for insurance premiums in the amount of
US$233 thousand as at the comparative year ended 31 December 2022.
No such prepayments as at 31 December 2023; and
i Prepayments and other
current assets totalling US$89 thousand to FZ Solutions LLC (2022:
US$327 thousand) related to the purchase of spare parts and
services.
j Trade and other payables
of US$703 thousand (2022: US$1,603 thousand) related to the
purchase of spare parts and services from FZ Solutions LLC;
and
j Trade and other payables
of US$317 thousand (2022: nil) related to the purchase of spare
parts from Uzhgorodsky Turbogas, OJSC.
Associated companies
h
Trade and other receivables included US$3,125 thousand (2022:
US$3,245 thousand) related to dividends declared by TIS Ruda
LLC.
i Prepayments and other
current assets included US$389 thousand (2022: US$120 thousand)
related to cargo storage services from TIS Ruda LLC.
j Trade and other payables
to TIS Ruda LLC related to purchases of logistics services in the
amount of US$244 thousand in the comparative year ended 31 December
2022. No such purchases as at 31 December 2023.
Payments on behalf of a key management
member
As disclosed in Note 14 Commitments,
contingencies and legal disputes, the Group is subject to various
legal actions and ongoing court proceedings initiated by certain
governmental bodies in Ukraine. It is current practice of these
governmental bodies to issue notices of suspicion to members of the
senior management of the Group's subsidiaries in Ukraine and
requesting significant bail payments.
During the financial year ended 31
December 2023, the Group made bail payments totalling UAH540
million (US$14,901 thousand at the applicable exchange rates on
dates of the payments) on behalf of four members of the senior
management of one of the Group's subsidiaries in
Ukraine.
Due to their roles as key management
members of the Group, the payments made are considered to be
related party transactions under the Listing Rules as the payments
were made to their benefit. As a result and as required by the
Listing Rules, the Group consulted its sponsor before making any of
these payments.
One bail payment made in November
2023 in the amount UAH400 million (US$11,062 thousand at the
applicable exchange rate on date of payment) was a smaller related
party transaction for the purposes of Listing Rule 11.1.10R and, as
per the requirements of Listing Rule 11.1.10R, the Group has
obtained written confirmation from its sponsor that the terms of
the transaction are fair and reasonable as far as the shareholders
of Ferrexpo plc are concerned. Further to that, the Group made an
announcement in accordance with Listing Rule 11.1.10R(2)(c) on 2
November 2023.
The
Ferrexpo Humanitarian Fund
Following the Russian invasion into
Ukraine in February 2022, the Group has established the Ferrexpo
Humanitarian Fund with total approved funding of US$15,000 thousand
in order to support local communities in Ukraine. The Group
procured during the previous financial year ended 31 December 2022
medicine totalling US$404 thousand from Arterium LLC and food
totalling US$798 thousand from JSC Kremenchukmyaso, both under
common control of Kostyantin Zhevago, a controlling shareholder of
Ferrexpo plc. During the financial year ended 31 December 2023, no
procurements were made from these companies under the Ferrexpo
Humanitarian Fund.
Note 16: Events after the reporting period
As disclosed in Note 14 Commitments,
contingencies and legal disputes, following the end of the
reporting year the Group received two negative decisions from
courts of appeal in Ukraine in respect of ongoing legal proceedings
and disputes that existed during the financial year 2023. The first
negative court decision related to a contested sureties claim,
details of which were announced on 29 January 2024 on the
Regulatory News Service of the London Stock Exchange, and the
second negative court decision related to a historic squeeze-out of
minority shareholders in one of the Group's Ukrainian
subsidiaries. As a result of these negative court decisions,
the Group recorded provisions in the amount of US$124,450 thousand
for the contested surety claim, and US$3,720 thousand in relation
to the claim from two former minority shareholders of one of the
Group's Ukrainian subsidiaries in respect of a squeeze-out of
minority shareholders. The outcome of the contested sureties claim
could have a material negative impact on the Group's business
activities and its ability to continue as a going concern. See Note
2 Basis of preparation and Note 14 Commitments, contingencies and
legal disputes for further information
As announced on 20 February 2024,
the Board of Directors decided not to proceed with the interim
dividend of 3.3 US cents per ordinary share, which was announced on
18 January 2024 and was due to be paid to the shareholders on 23
February 2024. The decision to withdraw this dividend followed the
unexpected court decision in the contested sureties claim mentioned
above. See Note 9 Earnings per share and dividends paid and
proposed for further information.
As announced on 11 March 2024 on the
Regulatory News Service of the London Stock Exchange, a supplier
and related party to the Group filed an application to open
bankruptcy proceedings ("creditor protection proceedings") against
Ferrexpo Poltava Mining ("FPM"), which was accepted by the relevant
court for further consideration. The initial amount of debt claimed
by the supplier of FPM was UAH2.2 million, which subsequently
increased to UAH4.6 million (c. US$117 thousand as at 15 April
2024). See Note 2 Basis of preparation and Note 14 Commitments,
contingencies and legal disputes for further
information.
The Group also announced on 11 March
2024 that FPM received a notification of a court order issued at
the request of the prosecutor in Ukraine to freeze the bank
accounts of FPM. The freeze of FPM's bank accounts is linked to an
ongoing investigation in Ukraine concerning the alleged illegal
extraction of minerals ("rubble"). See Note 14 Commitments,
contingencies and legal disputes for further
information.
As announced on 26 March 2024 on the
Regulatory News Service of the London Stock Exchange, the Group
became aware on 25 March 2024 of a court order dated 18 January
2024 in the Ukrainian Register of Court Decisions regarding
restrictions on certain corporate rights in all of Group's
Ukrainian subsidiaries. These restrictions are part of the ongoing
investigation in connection with Bank F&C and the Group is not
a party to the proceedings in which the restrictions have been
imposed. See Note 14 Commitments, contingencies and legal disputes
for further information.
No other material adjusting or
non-adjusting events have occurred subsequent to the year-end other
than the events disclosed above.
Alternative Performance Measures
When assessing and discussing the
Group's reported financial performance, financial position and cash
flows, management may make reference to Alternative Performance
Measures ("APMs") that are not defined or specified under
International Financial Reporting Standards ("IFRSs").
APMs are not uniformly defined by
all companies, including those in the Group's industry.
Accordingly, the APMs used by the Group may not be comparable
with similarly titled measures and disclosures made by other
companies. APMs should be considered in addition to, and not
as a substitute for or as superior to, measures of
financial performance, financial position or cash flows reported in
accordance with IFRSs.
C1
cash cost of production
Definition: Non-financial
measure, which represents the cash cost of production of iron
pellets from own ore divided by production volume of own production
ore. Non-C1 cost components include non-cash costs such as
depreciation, inventory movements and costs of purchased ore and
concentrate. The Group presents the C1 cash cost of production
because it believes it is a useful operational measure of its cost
competitiveness compared to its peer group.
US$000
|
Notes
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
C1
cash costs
|
|
294,213
|
503,975
|
Non-C1 cost components
|
|
45,136
|
36,035
|
Inventories recognised as an expense upon sale of
goods
|
5
|
339,349
|
540,010
|
Own ore produced (tonnes)
|
|
3,845,325
|
6,053,397
|
C1 cash cost per tonne
(US$)
|
|
76.5
|
83.3
|
Underlying EBITDA
Definition: The Group
calculates the underlying EBITDA as profit before tax and finance
plus depreciation and amortisation, adjusted for net gains and
losses from disposal of investments property, plant and equipment,
effects from share-based payments, write-offs and impairment losses
and exceptional items. The underlying
EBITDA is presented because it is a useful measure for evaluating
the Group's ability to generate cash and its operating performance.
See Note 3 Segment information to the consolidated financial
statements for further details.
Closest equivalent IFRSs measure: Profit before tax and finance.
Rationale for adjustment: The
Group presents the underlying EBITDA as it is a useful measure for
evaluating its ability to generate cash and its operating
performance. Also it aids comparability across peer groups as it is
a measurement that is often used.
Reconciliation to closest IFRSs equivalent:
US$000
|
Notes
|
Year ended
31.12.23
|
Year
ended
31.12.22
|
Underlying EBITDA
|
|
130,242
|
765,113
|
Losses on disposal and liquidation
of property, plant and equipment
|
5
|
(11)
|
(1,665)
|
Share-based payments
|
|
(830)
|
(490)
|
Write-offs and
impairments
|
5
|
(978)
|
(260,308)
|
Recognition of provisions for legal
disputes
|
14
|
(131,117)
|
−
|
Depreciation and
amortisation
|
|
(57,669)
|
(96,977)
|
(Loss)/profit before tax and finance
|
|
(60,363)
|
405,673
|
Net
cash/(debt)
Definition: Cash and cash
equivalents net of interest-bearing loans and
borrowings.
Closest equivalent IFRSs measure: Cash and cash equivalents.
Rationale for adjustment: Net
cash/(debt) is a measurement of the strength of the Group's balance
sheet. It is presented as it is a useful measure to evaluate the
Group's financial liquidity.
Reconciliation to closest IFRS equivalent:
US$000
|
Notes
|
As at
31.12.23
|
As
at
31.12.22
|
Cash and cash equivalents
|
12
|
115,241
|
112,945
|
Interest-bearing loans and
borrowings - current
|
13
|
(5,939)
|
(5,194)
|
Interest-bearing loans and
borrowings - non-current
|
13
|
(1,009)
|
(1,354)
|
Net
cash
|
|
108,293
|
106,397
|
Capital investment
Definition: Capital expenditure
for the purchase of property, plant and equipment and intangible
assets.
Closest equivalent IFRSs measure: Purchase of property, plant and equipment and intangible
assets (net cash flows used in investing activities).
Rationale for adjustment: The
Group presents the capital investment as it is a useful measure for
evaluating the degree of capital invested in its business
operations.
Reconciliation to closest IFRSs equivalent:
US$000
|
Notes
|
As at
31.12.23
|
As
at
31.12.22
|
Purchase of property, plant and
equipment and intangible assets (net cash flows used in
investing activities)
|
10
|
101,247
|
161,010
|
Total liquidity
Definition: Sum of cash and
cash equivalents, available committed facilities and undrawn
uncommitted facilities. No committed facilities outstanding as at
31 December 2023 and the end of the comparative year ended 31
December 2022. Uncommitted facilities include trade finance
facilities secured against receivable balances related to these
specific trades. See Note 13 Interest-bearing loans and borrowings
for further information.
Closest equivalent IFRSs measure: Cash and cash equivalents.
Rationale for adjustment: The
Group presents total liquidity as it is a useful measure for
evaluating its ability to meet short-term
business requirements.
Reconciliation to closest IFRSs equivalent:
US$000
|
Notes
|
As at
31.12.23
|
As
at
31.12.22
|
Cash and cash equivalents
|
12
|
115,241
|
112,945
|