LNM Holdings N.V
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
The Offer
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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
Ispat Stahlwerk
Ispat Inland Ispat Sidbec
(USA) (Canada) Ruhrort Ispat Annaba Ispat Karmet Ispat Sidex
(Germany) (Algeria) (Kazakhstan) (Romania)
One of the fastest growing steel companies in the world # 34.81% investment 7
* acquisition agreed, pending completion
Global Presence
Ispat Inland Ispat Sidbec Ispat International LNM Holdings N.V. Ispat Hamburger Stahlwerke Nova Hut* Ispat Karmet
(U.S.A.) (Canada) Limited (U.K.) Ispat International N.V. Ispat Stahlwerk Ruhrort (Czech Republic) (Kazakhstan)
(The Netherlands) Ispat Walzdraht Hochfeld
(Germany)
Ispat Mexicana Caribbean Ispat Ispat Unimetal Ispat Annaba Iscor Limited # Ispat Sidex Ispat Indo
(Mexico) (Trinidad) (France) (Algeria) (South Africa) (Romania) (Indonesia)
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# 34.81% investment
The World’s Most Global Steel company * acquisition agreed , pending completion
World Class Facilities
In ‘000 MT
Company Capacity (mt) Products Technology
Total 32,200
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* acquisition agreed , pending completion
Global Management Philosophy
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Turnaround Expertise
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Turnaround Progress
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Market Leadership in
our Chosen Markets
TO YO TA 13
Building Leadership in the
Global Steel Industry
Reputation for
World class
operating
employee
efficiency and
relations/HR
product quality
practices
High quality,
low cost assets
Customer
One of the service
world’s largest orientation
and fastest
growing steel
Product and producers
geographic Significant
diversity organic growth
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Background
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) 30
Iscor Limited shareholders
approve BAA
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LNM signs
20 BAA
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L I FT
% UP
10
266
0
N D J F M A M J J A S O N
ISCOR LIMITED
Source: DATASTREAM and HSBC analysis
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Iscor Limited value unbundled
ISCOR LIMITED
Share price 600 KUMBA RESOURCES Source: DATASTREAM and HSBC analysis
(rebased to 100)
550
500
450
400
350
300
250
200
150
100
50
N D J F M A M J J A S O N
Note: Not adjusted for Iscor rights issue
A total of 31 group visits so far (17 LNM to Iscor & 14 Iscor to LNM)
INTERACTION
WITH LNM Objective: generate cost savings ideas, transfer knowledge & help
implement improved practices
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Actions taken under BAA
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Actions taken under BAA
SALDANHA
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Actions taken under BAA
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Iscor Limited Results Since LNM Involvement
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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
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
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
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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
Approval by SRP
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
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Additional information on
The LNM Group
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Joint Ventures and Subsidiaries
www.lnmnv.com
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