Transcript LNM offer presentation - ArcelorMittal South Africa
LNM Holdings N.V.
December 2002
Disclaimer
Iscor Limited shares are publicly traded on the JSE Securities Exchange South Africa (the “JSE”) lists. As such, Iscor Limited is regulated by the JSE and is subject to the provisions of the Listings Requirements of the JSE, The Insider Trading Act 135 of 1998, the Companies Act 61 of 1973, as amended, and the Securities Regulation Code on Takeovers and Mergers (collectively, the “Laws”).
This presentation will disclose information (the “Information”) that is considered inside information for the purposes of the Laws.
By attending at or participating in this presentation you will be deemed to be an “insider” for the purposes of the Laws. As such, you will be prohibited from selling, transferring or otherwise dealing with or trading in Iscor Limited shares, and from disclosing or passing on such Information, except in accordance with the Laws or upon the release of all such Information into the public domain. A public announcement is expected to take place on Tuesday, 3 December 2002.
This presentation contains “forward-looking statements” that express or imply expectations of future events or results. All forward-looking statements involve a number of risks, uncertainties and other factors, and LNM Holdings N.V.
(“LNM”) cannot give assurances that such statements will prove to be correct. Risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements include, without limitation, the satisfaction of closing conditions to any offer made by LNM, the acceptance or rejection of any agreement by regulators, delays in the regulatory processes, changes in the economic or political situation in South Africa, the European Union, the United States of America and other relevant jurisdictions, changes in the steel industry within any such country or area or worldwide and the performance of (and cost savings realised by) Iscor Limited. Given these and other uncertainties, you are cautioned not to place undue reliance on any of the forward-looking statements contained in this presentation or otherwise.
LNM assumes no responsibility for any action you may take upon receipt of the Information and you should form your own view as to the merits or demerits of any offer that may be made by LNM. LNM expressly draws your attention to the above restrictions and qualifications. Should you not wish to be subject to the restrictions relating to “insiders” under the Laws, you should not attend at or participate in this presentation and you should inform LNM or its financial advisers immediately.
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Partial Offer to Iscor Limited shareholders
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Agenda
Background to LNM and The LNM Group LNM’s involvement in Iscor Limited The Offer Appendix - additional information on The LNM Group
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Background to LNM and The LNM Group
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The LNM Group Overview
Established in 1976 as a 60ktpa rod mill in Indonesia Now 2nd largest global steel producer The most global steel company in the world - vertically integrated steel making facilities in 11* countries - broad geographic and product diversification A successful track record in both advanced and emerging market economies Substantial experience turning around under-performing steelmaking assets Major supplier to E.U. and North American auto and appliance industry - two technical research centres Amongst the lowest cost steel producers in the world - both integrated and mini-mill processes of steelmaking LNM Holdings NV is a wholly owned member of the The LNM Group
* acquisition of Nova Hut agreed, pending completion
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A Global Force in Steel
Ispat International N.V.
(The Netherlands)
The LNM Group P.T.Ispat Indo
(Indonesia)
LNM Holdings N.V.
(The Netherlands Antilles)
Ispat Mexicana
(Mexico)
Ispat Inland
(USA)
Caribbean Ispat
(Trinidad)
Ispat Sidbec
(Canada)
Ispat Hamburger Stahlwerke
(Germany)
I/N Tek I/N Kote
Ispat Stahlwerk Ruhrort
(Germany)
Ispat Walzdraht Hochfeld
(Germany)
Ispat Unimetal
(France)
Trefileurope Ispat Annaba
(Algeria)
Nova Hut*
(Czech republic)
Ispat Karmet
(Kazakhstan)
Iscor Limited #
(South Africa)
Ispat Sidex
(Romania)
One of the fastest growing steel companies in the world
# 34.81% investment
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* acquisition agreed, pending completion
Global Presence
Ispat Inland (U.S.A.) Ispat Sidbec (Canada) Ispat International Limited (U.K.) LNM Holdings N.V. Ispat International N.V.
(The Netherlands) Ispat Hamburger Stahlwerke Ispat Stahlwerk Ruhrort Ispat Walzdraht Hochfeld (Germany) Nova Hut* (Czech Republic) Ispat Karmet (Kazakhstan) Ispat Mexicana (Mexico) Caribbean Ispat (Trinidad) Ispat Unimetal (France) Ispat Annaba (Algeria) Iscor Limited # (South Africa)
The World’s Most Global Steel company
Ispat Sidex Ispat Indo (Romania) (Indonesia)
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# 34.81% investment * acquisition agreed , pending completion
World Class Facilities
In ‘000 MT
Company Ispat Inland, U.S.A.
Ispat Mexicana, Mexico Ispat Karmet, Kazakhstan Ispat Sidbec, Canada Caribbean Ispat, Trinidad Ispat Germany, Germany Ispat Unimetal, France Ispat Indo, Indonesia Ispat Sidex, Romania Ispat Annaba, Algeria Sub - Total Nova Hut, Czech Republic* Total Capacity (mt)
6,000 4,000 5,250 1,700 1,000 2,800 1,550 600 5,000 1,800
29,700
2,500
32,200 Products
Flat / Long Flat Flat Flat / Long Long Long Long Long Flat / Long Flat / Long
Technology
BOF / EAF DRI-EAF BOF DRI-EAF DRI-EAF DRI-EAF / BOF EAF EAF BOF BOF Flat / Long BOF
* acquisition agreed , pending completion
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Global Management Philosophy
Manage each subsidiary as a decentralised, incentive based and entrepreneurial business unit Continuous operational improvements through Knowledge Integration Programme (“KIP”) - implement best practice in each discipline through inter-company and industry-wide benchmarking Continuous focus on cost reduction and quality improvements Promotion of social harmony in each and every business unit Significant benefits from aggregated purchasing power and global marketing knowledge
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Turnaround Expertise
LNM Group has established a reputation for improving the performance of steel producing assets globally Implementation of group-wide best practice to improve operations lower costs - increase value added - improve quality Appropriate capital expenditure programmes for real improvements
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Turnaround Progress
LNM Operating Subsidiary Acquired Steel Shipments (000 MT) 9m prior to acquisition 9m in 2002* Cost US$ / MT 9m prior to 9m in Acquisition 2002*
Karmet, Kazakhstan Sidex, Romania Annaba, Algeria * Figures for 9 months to 30 September 2002 1995 2001 2001 1,707 2,333 637 2,810 3,037 986 231 237 337 123 198 216
In the 7 acquisitions of Ispat International, similar performance was achieved - average growth in steel shipments of 23% since acquisition - average reduction in cost per tonne of 21% since acquisition
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Market Leadership in our Chosen Markets Group Customers Base A Who’s Who of Leaders in Industry
TOYOTA
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Building Leadership in the Global Steel Industry
High quality, low cost assets Product and geographic diversity Reputation for operating efficiency and product quality One of the world’s largest and fastest growing steel producers World class employee relations/HR practices Customer service orientation Significant organic growth Leader in steel technology Asset optimization
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LNM’s involvement in Iscor Limited
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Background
Entered into Business Assistance Agreement (BAA) in November 2001 - approved by shareholders in January 2002 - required LNM to invest US$75 million in Iscor Limited equity - allows LNM to earn up to 10% of Iscor Limited upon reducing Iscor Limited cost base by R700 million (in January 2002 money terms) Allows Iscor Limited to benefit from LNM’s international expertise and proven operating track record LNM provides certain business, purchasing, marketing and technical assistance BAA designed to enhance earnings for benefit of all shareholders LNM has satisfied equity acquisition requirement and now owns 34.81% of Iscor Limited
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Share Price Evolution
Share price (R)
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Iscor Limited shareholders approve BAA
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LNM signs BAA
15 10 5 0 N D ISCOR LIMITED J F M A M J J A S O N Source: DATASTREAM and HSBC analysis 17
Iscor Limited value unbundled
Share price (rebased to 100)
600 550 500 450 400 350 300 250 200 150 100 ISCOR LIMITED KUMBA RESOURCES Source: DATASTREAM and HSBC analysis 50 N D J F M
Note: Not adjusted for Iscor rights issue
A M J J A S O N
LNM considers that the post unbundling benefits for shareholders may be demonstrated through Iscor Limited’s share price
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performance
Actions taken under BAA INTERACTION WITH LNM
A total of 31 group visits so far (17 LNM to Iscor & 14 Iscor to LNM) Objective: generate cost savings ideas, transfer knowledge & help implement improved practices Some major areas of impact:
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Blast Furnace: reline/ campaign extension, burden/ fuel rate optimization - Steelmaking: refractory consumption, plant operation and maintenance issues - Rolling: hot rolling maintenance training, quality inspection procedure for flat rolling, Wire Rod & Bar operation and maintenance
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KNOWLEDGE SHARING Actions taken under BAA
Iscor units’ participation in LNM KIPs on ironmaking/ steelmaking (Romania), wire rod (Germany), hot rolling (US) & materials (Canada) Initiation of Iscor’s own KIP program with LNM assistance Significant sharing of expertise in e-sales/ marketing, R&D, capital project evaluation, yield optimisation and budgeting
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Actions taken under BAA BENCHMARKING
Intensive benchmarking across operations from coke making to rolling, procurement, transportation logistics and IT among others Significant cost savings ideas generated mainly towards improvements in yield, productivity, maintenance, refractory, quality & purchasing
SALDANHA
Assisted successful turnaround of the whole operation with record throughput
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CAPITAL EXPENDITURE PURCHASING Actions taken under BAA
Effective savings in capital projects within all business units, particularly at VDB Recent focus on BF reline, Sinter plant upgrade, HSM automation, BOF De-sulphurisation, BOF Off-gas recovery and Coke oven gas cleaning Quick savings realized in - imported iron ore pellets procurement - imported coking coal transportation cost - imported refractories and electrodes Savings in various areas including IT are being captured
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Iscor Limited Results Since LNM Involvement
Rm
Revenue Net operating profit - Flat products - Saldanha Steel - Long products - Suprachem - Group / other Headline earnings / (loss) Headline earnings / (loss) per share (cents)
September quarter 2002 2001
4,849 885 524 128 223 30 (20) 601 134.8
3,191 153 86 (46) 102 15 (4) 11 2.5
y/e June 2002 2001
14,188 1,308 842 (247) 679 121 (87) 480 139 10,883 609 460 159 67 (77) (163) (54)
Source: Iscor Limited published financial statements
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The Offer
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Rationale
LNM wishes to increase its holding above 35% and retain remuneration shares under the BAA LNM has discussed its participation with - Iscor Limited management - South African Government LNM has concluded that Iscor Limited should at this time - remain a South African listed entity - have a sufficient free float to ensure market liquidity Therefore a Partial Offer has been structured to allow shareholders to sell a portion of Iscor Limited shares to LNM LNM believes shareholders should be given the opportunity to sell a portion of their shares at a premium LNM is seeking shareholder approval to waive the requirement to make a mandatory offer to shareholders
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Offer Terms
LNM is making a partial offer in cash for up to 12.19% of Iscor Limited’s issued shares Offer price of R30.00 per share Premium of - 38.2% over the closing price on 2 December 2002 18.6% over Iscor Limited’s all time closing high - 27.0% over 30 day volume weighted average closing price Shareholders may tender all or part of their holdings in Iscor Limited If more than 12.19% is tendered, LNM will pro-rate acceptances
Source: I-Net Bridge and HSBC
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Benefits for Iscor Limited
Access a greater level of technology Further enhance co-ordination of purchasing and marketing Further accelerate Iscor Limited’s transformation into a world class producer In LNM’s view, the offer should not adversely affect the - independence of Iscor Limited Board maintenance of arm’s length business relationship between LNM and Iscor Limited - corporate governance standards
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Conditions
Approval by Iscor Limited shareholders in general meeting - shareholders to waive requirement to make a mandatory offer in respect of the partial offer Recommendation of Iscor Limited Board Approval by SRP No governmental or regulatory proceedings affecting the offer No material adverse change to Iscor’s property, plant and equipment, nor any reduction in profitability in excess of 50 per cent of current levels
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Indicative Timetable
3 December 2002 - Firm Intention Announcement 6 December 2002 - Post offer document 20 December 2002 - Board response and Notice of Meeting 17 January 2003 - EGM 24 January 2003 - Closing 29 January 2003 - Payment of consideration
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Additional information on The LNM Group
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Joint Ventures and Subsidiaries
Products Facility Capacity (‘000) Raw Materials
Iron ore Iron ore Iron ore Iron ore Minorca Mine Empire Mine Peña Colorada Ispat Tebessa 3,000 8,000 3,500 3,000 Iron ore Lisakovski/Kentube/Atasu Mines 5,000 Pulverized coal Metallurgical Coal Coke
Downstream-Flat
PCI Karagandaugol Karagandaugol 700 12,000 7,000 Cold rolled products Galvanized steel Galvanized sheet
Downstream-Wire / Wire products
Wire products Wire products Wire products Wire products Wire products Wire products Bright drawn bars I/N Tek I/N Kote Sorevco Trefileurope Kent Wire (Ispat) Walker-Wire Acufil WDI Ispat Wire SMR 1,600 1,100 220 385 140 120 100 730 30 100
Other
Pipes Pipes Services Shipping company Power PMT Delta Tube Ltd Sersiin Ispat Shipping Ispat Power 300 120 585 DWT 555 MW
Percentage Ownership
100% 40% 50% 70% 100% 50% 100% 100% 60% 50% 50% 100% 100% 100% 100% 33.33% 100% 100% 51% 50% 50% 100% 100%
Country
USA USA Mexico Algeria Kazakhstan USA Kazakhstan Kazakhstan USA USA Canada France UK USA Canada Germany Indonesia France Mexico Canada Mexico UK Kazahkstan 31
The LNM Group www.lnmnv.com
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