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LNM Holdings N.V

This document provides a disclaimer for information presented by LNM Holdings N.V. regarding a partial offer to shareholders of Iscor Limited. It notes that the information presented is considered inside information under relevant laws and regulations. Attendees of the presentation will be deemed insiders and prohibited from trading Iscor Limited shares or disclosing the information until a public announcement is made. The presentation contains forward-looking statements that are subject to risks and uncertainties. LNM assumes no responsibility for any actions taken based on the information presented.

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0% found this document useful (0 votes)
36 views

LNM Holdings N.V

This document provides a disclaimer for information presented by LNM Holdings N.V. regarding a partial offer to shareholders of Iscor Limited. It notes that the information presented is considered inside information under relevant laws and regulations. Attendees of the presentation will be deemed insiders and prohibited from trading Iscor Limited shares or disclosing the information until a public announcement is made. The presentation contains forward-looking statements that are subject to risks and uncertainties. LNM assumes no responsibility for any actions taken based on the information presented.

Uploaded by

Renu Jain
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PPT, PDF, TXT or read online on Scribd
You are on page 1/ 32

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.

2
Partial Offer to Iscor Limited
shareholders

3
Agenda

Background to LNM and The LNM Group

LNM’s involvement in Iscor Limited

The Offer

Appendix - additional information on The LNM Group

4
Background to LNM and
The LNM Group

5
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


6
* acquisition of Nova Hut agreed, pending completion
A Global Force in Steel

The LNM Group

Ispat International N.V. LNM Holdings N.V.


P.T.Ispat Indo (The Netherlands Antilles)
(The Netherlands)
(Indonesia)

Ispat Stahlwerk
Ispat Inland Ispat Sidbec
(USA) (Canada) Ruhrort Ispat Annaba Ispat Karmet Ispat Sidex
(Germany) (Algeria) (Kazakhstan) (Romania)

Ispat Mexicana Caribbean Ispat Ispat Hamburger Ispat


(Mexico) (Trinidad) Stahlwerke Unimetal Nova Hut* Iscor Limited #
(Germany) (France) (Czech republic) (South Africa)

I/N Tek Ispat Walzdraht


I/N Kote Hochfeld Trefileurope
(Germany)

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)
8
# 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

Ispat Inland, U.S.A. 6,000 Flat / Long BOF / EAF


Ispat Mexicana, Mexico 4,000 Flat DRI-EAF
Ispat Karmet, Kazakhstan 5,250 Flat BOF
Ispat Sidbec, Canada 1,700 Flat / Long DRI-EAF
Caribbean Ispat, Trinidad 1,000 Long DRI-EAF
Ispat Germany, Germany 2,800 Long DRI-EAF / BOF
Ispat Unimetal, France 1,550 Long EAF
Ispat Indo, Indonesia 600 Long EAF
Ispat Sidex, Romania 5,000 Flat / Long BOF
Ispat Annaba, Algeria 1,800 Flat / Long BOF

Sub - Total 29,700

Nova Hut, Czech Republic* 2,500 Flat / Long BOF

Total 32,200
9
* acquisition agreed , pending completion
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

10
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

11
Turnaround Progress

Steel Shipments (000 MT) Cost US$ / MT


LNM 9m prior to 9m in 9m prior to 9m in
Operating Subsidiary Acquired acquisition 2002* Acquisition 2002*

Karmet, Kazakhstan 1995 1,707 2,810 231 123


Sidex, Romania 2001 2,333 3,037 237 198
Annaba, Algeria 2001 637 986 337 216
* Figures for 9 months to 30 September 2002

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

12
Market Leadership in
our Chosen Markets

Group Customers Base - A Who’s Who of Leaders in Industry

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

Leader in steel Asset


technology optimization
14
LNM’s involvement in Iscor
Limited

15
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

16
Share Price Evolution
Share price
(R) 30
Iscor Limited shareholders
approve BAA
25

LNM signs
20 BAA

15
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
17
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

LNM considers that the post unbundling benefits for shareholders


may be demonstrated through Iscor Limited’s share price 18
performance
Actions taken under BAA

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

Some major areas of impact:


- 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

19
Actions taken under BAA

Iscor units’ participation in LNM KIPs on ironmaking/


KNOWLEDGE steelmaking (Romania), wire rod (Germany), hot rolling
SHARING (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

20
Actions taken under BAA

Intensive benchmarking across operations from coke making


BENCHMARKING to rolling, procurement, transportation logistics and IT among
others

Significant cost savings ideas generated mainly towards


improvements in yield, productivity, maintenance, refractory,
quality & purchasing

Assisted successful turnaround of the whole operation with


record throughput

SALDANHA

21
Actions taken under BAA

Effective savings in capital projects within all business


CAPITAL units, particularly at VDB
EXPENDITURE
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
PURCHASING - imported coking coal transportation cost
- imported refractories and electrodes

Savings in various areas including IT are being captured

22
Iscor Limited Results Since LNM Involvement

September quarter y/e June

Rm 2002 2001 2002 2001

Revenue 4,849 3,191 14,188 10,883


Net operating profit 885 153 1,308 609
- Flat products 524 86 842 460
- Saldanha Steel 128 (46) (247) -
- Long products 223 102 679 159
- Suprachem 30 15 121 67
- Group / other (20) (4) (87) (77)

Headline earnings / (loss) 601 11 480 (163)


Headline earnings / (loss) per share (cents) 134.8 2.5 139 (54)

Source: Iscor Limited published financial statements

23
The Offer

24
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

25
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 26


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

27
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

28
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

29
Additional information on
The LNM Group

30
Joint Ventures and Subsidiaries

Products Facility Capacity Percentage Country


(‘000) Ownership
Raw Materials
Iron ore Minorca Mine 3,000 100% USA
Iron ore Empire Mine 8,000 40% USA
Iron ore Peña Colorada 3,500 50% Mexico
Iron ore Ispat Tebessa 3,000 70% Algeria
Iron ore Lisakovski/Kentube/Atasu Mines5,000 100% Kazakhstan
Pulverized coal PCI 700 50% USA
Metallurgical Coal Karagandaugol 12,000 100% Kazakhstan
Coke Karagandaugol 7,000 100% Kazakhstan
Downstream-Flat
Cold rolled products I/N Tek 1,600 60% USA
Galvanized steel I/N Kote 1,100 50% USA
Galvanized sheet Sorevco 220 50% Canada
Downstream-Wire / Wire products
Wire products Trefileurope 385 100% France
Wire products Kent Wire (Ispat) 140 100% UK
Wire products Walker-Wire 120 100% USA
Wire products Acufil 100 100% Canada
Wire products WDI 730 33.33% Germany
Wire products Ispat Wire 30 100% Indonesia
Bright drawn bars SMR 100 100% France
Other
Pipes PMT 300 51% Mexico
Pipes Delta Tube Ltd 120 50% Canada
Services Sersiin 50% Mexico
Shipping company Ispat Shipping 585 DWT 100% UK
Power Ispat Power 555 MW 100% Kazahkstan
31
The LNM Group

www.lnmnv.com

32

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