PPT模板-鋼鐵行業(yè)藍(lán)色.ppt

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 LNMs 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,* acquisition of Nova Hut agreed, pending completion,6,A Global Force in Steel,Ispat Mexicana (Mexico),Ispat Sidbec (Canada),Caribbean Ispat (Trinidad),LNM Holdings N.V. (The Netherlands Antilles),Ispat Sidex (Romania),Ispat Hamburger Stahlwerke (Germany),Ispat Stahlwerk Ruhrort (Germany),Ispat Walzdraht Hochfeld (Germany),Ispat Inland (USA),I/N Tek I/N Kote,Ispat Karmet (Kazakhstan),Ispat Annaba (Algeria),The LNM Group,Ispat International N.V. (The Netherlands),P.T.Ispat Indo (Indonesia),Ispat Unimetal (France),Trefileurope,Nova Hut* (Czech republic),Iscor Limited # (South Africa),# 34.81% investment * acquisition agreed, pending completion,One of the fastest growing steel companies in the world,7,Caribbean Ispat (Trinidad),Ispat Mexicana (Mexico),Ispat Inland (U.S.A.),Ispat Sidbec (Canada),Ispat International Limited (U.K.),LNM Holdings N.V. Ispat International N.V. (The Netherlands),Ispat Unimetal (France),Ispat Hamburger Stahlwerke Ispat Stahlwerk Ruhrort Ispat Walzdraht Hochfeld (Germany),Ispat Annaba (Algeria),Ispat Karmet (Kazakhstan),Ispat Indo (Indonesia),Ispat Sidex (Romania),Iscor Limited # (South Africa),# 34.81% investment,Nova Hut* (Czech Republic),Global Presence,* acquisition agreed , pending completion,8,World Class Facilities,In 000 MT,Capacity (mt),* acquisition agreed , pending completion,9,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,Steel Shipments (000 MT),9m in 2002*,9m prior to,acquisition,Karmet, Kazakhstan,1995,123,231,1,707,Turnaround Progress,LNM Operating Subsidiary,Acquired,Cost US$ / MT,Acquisition,9m prior to,Annaba, Algeria,2001,637,337,216,986,* Figures for 9 months to 30 September 2002,9m in 2002*,Sidex, Romania,2001,198,237,2,333,2,810,3,037,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 Whos Who of Leaders in Industry,13,Building Leadership in the Global Steel Industry,One of the worlds largest and fastest growing steel producers,Customer service orientation,World class employee relations/HR practices,Reputation for operating efficiency and product quality,High quality, low cost assets,Product and geographic diversity,Significant organic growth,Asset optimization,Leader in steel technology,14,LNMs 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 LNMs 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,N,D,J,F,M,A,M,J,J,A,S,O,N,0,5,10,15,20,25,30,ISCOR LIMITED,Source: DATASTREAM and HSBC analysis,LNM signs BAA,Iscor Limited shareholders approve BAA,266% UPLIFT,Share price (R),17,Iscor Limited value unbundled,ISCOR LIMITED,KUMBA RESOURCES,Source: DATASTREAM and HSBC analysis,LNM considers that the post unbundling benefits for shareholders may be demonstrated through Iscor Limiteds share price performance,Note: Not adjusted for Iscor rights issue,Share price (rebased to 100),18,Actions taken under BAA,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: - 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,INTERACTION WITH LNM,19,Actions taken under BAA,Iscor units participation in LNM KIPs on ironmaking/ steelmaking (Romania), wire rod (Germany), hot rolling (US) & materials (Canada) Initiation of Iscors own KIP program with LNM assistance Significant sharing of expertise in e-sales/ marketing, R&D, capital project evaluation, yield optimisation and budgeting,KNOWLEDGE SHARING,20,Actions taken under BAA,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 Assisted successful turnaround of the whole operation with record throughput,BENCHMARKING,SALDANHA,21,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,CAPITAL EXPENDITURE,PURCHASING,22,2001,Rm,2002,2001,2002,Net operating profit,609,1,308,153,885,Iscor Limited Results Since LNM Involvement,y/e June,- Saldanha Steel,-,(247),(46),128,- Long products,159,679,102,223,- Suprachem,67,121,15,30,- Group / other,(77),(87),(4),(20),Headline earnings / (loss),(163),480,11,601,Headline earnings / (loss) per share (cents),(54),139,2.5,134.8,- Flat products,460,842,86,524,September quarter,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 Limiteds 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 Limiteds 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 Limiteds transformation into a world class producer In LNMs view, the offer should not adversely affect the - independence of Iscor Limited Board - maintenance of arms 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 Iscors 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 Announcem