In applying IFRS 10 Consolidated Financial Statements management has applied judgement in assessing whether Exxaro has control over certain entities where the percentage shareholding does not provide control. Specifically:
Exxaro has control over Eyesizwe even though Exxaro only holds a 24.9% equity interest in Eyesizwe. Eyesizwe was created and designed for the sole purpose of providing Exxaro with BEE credentials and as a structure to hold Exxaro shares. The Replacement BEE Transaction protects the stability of Exxaro’s operations reinforcing the sustainability of relationships with key stakeholders, equips Exxaro for growth by positioning Exxaro with market-leading empowerment credentials in the South African mining sector and creates long-term value for shareholders.
Exxaro is able to direct the strategic direction of Eyesizwe and, as per the transaction agreements, Eyesizwe’s MoI may not be amended or replaced without Exxaro’s prior written consent. All these points indicate that Exxaro has been involved from the inception of the Replacement BEE Transaction, to ensure that the design and operation of Eyesizwe achieves the purpose for which it was created. Eyesizwe can also not dispose of Exxaro shares without the prior consent of Exxaro. Exxaro has significant exposure to the variable returns of Eyesizwe, through the creation and maintenance of the BEE credentials during the lock-in period as well as through the equity investment held by Exxaro in Eyesizwe. All these factors have been considered in determining that even though Exxaro does not have majority voting rights in Eyesizwe, it still has control over Eyesizwe and consolidates the results of Eyesizwe in the group results of Exxaro.
(b) Mmakau Coal Proprietary Limited
The group has control over Mmakau Coal Proprietary Limited even though the group’s equity interest is only 49%. The group has provided all funding and carries the entire operational risk. Mmakau Mining Proprietary Limited holds the other 51% equity interest and is not exposed to any downside risk through its equity investment.
In 2018, the group controlled Tumelo, even though the group’s equity interest was 49%, as the group performed the management function. On 1 January 2019, the management function was taken over by the majority shareholder (Mmakau Mining Proprietary Limited), and consequently the group lost control over Tumelo and no longer consolidates the entity as a subsidiary. Tumelo is now equity-accounted as an associate as Exxaro has significant influence over Tumelo (refer note 9.4).
As part of the Replacement BEE Transaction, implemented in 2017, Eyesizwe was incorporated and established as the empowerment vehicle to hold 30% of Exxaro’s shares. A portion of the 30% acquired interest was financed by means of an issue of Eyesizwe preference shares to various financial institutions. The shares held by Eyesizwe in Exxaro were provided as security for these preference shares.
The outstanding preference share obligation was settled early by Eyesizwe during October 2019 as a result of the dividends which were received from Exxaro. This has resulted in Eyesizwe’s other shareholders (IDC and Eyesizwe SPV Proprietary Limited) becoming true equity holders as they are now exposed to both upside and downside risk in relation to the Exxaro shares.
From an Exxaro group perspective this resulted in the recognition of non-controlling interests for Eyesizwe’s other shareholders. On initial recognition the non-controlling interest in Eyesizwe was recognised at the net asset value of the consolidated Eyesizwe results. Subsequent to initial recognition, Eyesizwe’s other shareholders share in the movement of profit or loss and other comprehensive income.
Refer note 10.1.2 for the judgements, assumptions and sensitivities applied in considering the impairment of the investment in the ECC subsidiary.