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2 Agreement between Iscor and IDC  Structure of Kumba unbundling  Integration of Saldanha  Rights issue in Iscor post unbundling 26 September 2001.

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Presentation on theme: "2 Agreement between Iscor and IDC  Structure of Kumba unbundling  Integration of Saldanha  Rights issue in Iscor post unbundling 26 September 2001."— Presentation transcript:

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2 2 Agreement between Iscor and IDC  Structure of Kumba unbundling  Integration of Saldanha  Rights issue in Iscor post unbundling 26 September 2001

3 3 Agenda  Introduction  Ownership of iron ore  Integration of Saldanha  Final IDC Holdings  Iscor rights issue  Rationale for the rights issue  Debt allocation  Other issues  Timetable and conditions precedent  Conclusion

4 4 Introduction  Iscor’s 1 March 2001 unbundling proposal: a further step in 5 yr programme of releasing value for all shareholders  IDC required as part of unbundling: ownership of iron ore for Iscor full recapitalisation of Saldanha integration of Saldanha into Iscor  Agreement now reached between Iscor and IDC Agreement meets requirements of all stakeholders

5 5 Ownership of iron ore  Iscor retains ownership of 6.25 Mtpa of Sishen iron ore from 1 July 2001 (current production – 27 Mtpa)  Total iron ore requirements then received at cost plus 3% Additional R400 mill p.a. EBITDA for Iscor Creates a more robust steel operation  Reduced debt allocation ensures no destruction of value in Kumba  Kumba free to: -further expand Sishen (27 Mtpa to 33 Mtpa) and -develop Welgevonden (10 Mtpa)  Iscor retains right to participate in Kumba’s local iron ore expansions only i.r.o. any further domestic requirements -Iscor remains vertically integrated steel producer -Kumba value remains intact with significant expansion potential

6 6 Integration of Saldanha  Saldanha debt R5.8 bn at hedged values (30 June 2001) to be fully refinanced by Iscor and IDC  Iscor to acquire IDC 50% stake in fully refinanced Saldanha  IDC to contribute 50% of Saldanha operating funding requirements to June 2002 - R250m cash to Iscor post unbundling  IDC receives 10 million Kumba shares and 20 million post-unbundled Iscor shares as consideration  If Saldanha funding requirements > R500m can request 50% of excess from IDC in consideration for post unbundled Iscor shares at market price Iscor positioned for integration of SA steel industry

7 7 Final IDC holdings  Current IDC holding – 31.5 million shares – 11.5%  Holding post Saldanha integration and unbundling Kumba – 14.7% SteelCo – 17.6% (pre rights issue)

8 8 Iscor rights issue  Vertically integrated Iscor requires recapitalisation to limit debt  IDC will underwrite R1.67 billion Iscor rights issue post-unbundling  Timing: after interim results announcement in February 2002  Price at 25% discount to market IDC to underwrite Iscor recapitalisation

9 9 Preferred option is rights issue in Steelco  Unbundling would not be possible without iron ore ownership for Iscor  Leaving debt of R4.3bn in Kumba with reduced R400m EBITDA destroys value in “hard” currency Kumba, with no financial flexibility to develop projects  Debt thus left in “softer” currency Iscor  R3.6bn debt in Iscor not acceptable to lending banks  Hence Iscor debt has to be refinanced Options available to Iscor are:  No unbundling - maximum value release foregone  Kumba overgeared - destroying certain value in the “hard’ currency  Steelco overgeared - not acceptable to lending banks Rationale for the rights issue

10 10 Debt allocation 13695Off-balance sheet debt Kumba will hold AST shares: value approximately R400 million. 2 6771 895Effective debt allocation -(1 670) Rights issue ---- 2 900 (250) Saldanha Steel recapitalisation Saldanha funding from IDC -(363)Ticor proceeds 2 5411 183Net debt at 30/6/2001 KumbaIscor

11 11 Other issues  Iscor Board supports IDC’s wish to vote & dispose of Iscor and Kumba shares without restriction  Proposals to shareholders to be voted as one indivisible transaction  Strategic equity partner desirable, but not conditional

12 12 Timetable and conditions precedent  Documentation posted to Iscor shareholders23 Oct  Iscor shareholders’ meeting15 Nov  Unbundling date19 Nov  Approvals required Iscor shareholders Lending banks (i.r.o. debt allocation) Competition Commission (only i.r.o. Saldanha integration) JSE/SRP

13 13 Conclusion PROPOSAL MEETS ALL STAKEHOLDER REQUIREMENTS ISCOR  becomes focused integrated steel producer  recapitalised to limit debt  positioned for rationalisation of SA steel industry  favourable procurement creates more robust operation KUMBA  becomes focused metals/minerals producer  value remains intact  positioned for strong growth  significantly stronger balance sheet compared to March proposal Major value release for shareholders


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