Release of Circular
Anglo American PLC
Zambia Copper Investments Limited
15 March 2000
ANGLO AMERICAN AND ZCI CONFIRM RELEASE OF CIRCULAR TO ZCI SHAREHOLDERS:
KONKOLA COPPER MINES TRANSACTION AND DISPOSAL OF SHARES IN ZCCM
Anglo American plc (Anglo American) and its subsidiary Zambia Copper
Investments Limited (ZCI) are pleased to announce that their respective boards
of directors have approved the release of a circular to ZCI shareholders
providing details of the proposed Konkola Copper Mines transaction and the
disposal of shares in Zambia Consolidated Copper Mines Limited (ZCCM).
The release of this circular is an important step in the process to closure of
the transactions and reflects the significant progress made towards fulfilment
of the conditions precedent to the Sale and Purchase Agreement. Subject to
the fulfilment of the remaining conditions, which include the approval of the
ZCI shareholders, completion of the transactions is now scheduled to occur on
31 March 2000. Anglo American intends to procure that its interest votes in
favour of the transactions at the Special General Meeting to be held on 29
March 2000.
The Konkola Copper Mines transaction includes the acquisition from ZCCM, by
Konkola Copper Mines PLC (KCM), a subsidiary of ZCI in which International
Finance Corporation (IFC) and CDC Group plc (CDC) will each hold 7.5 per cent
(refer below), of the assets of the Konkola Division, the Nchanga Division
(including the Chingola refractory ore stockpiles) and the Nampundwe pyrite
mine, and the granting to KCM of an option over the Nkana smelter, refinery
and acid plant. In a related transaction, ZCI will dispose of its 27.3 per
cent interest in ZCCM.
Key features of the ZCI circular are given below.
1. Rationale for the transactions
As part of a general liberalisation programme designed to encourage
development in Zambia and attract foreign investment, which has included
the removal of exchange controls and the restructuring of the tax regime,
the Government of the Republic of Zambia (GRZ) embarked on a major
privatisation programme. This acquisition is an important element of that
programme, which recognises the need for the introduction of private sector
management and new investment to return the existing assets to
profitability and facilitate the development of the Konkola Deep Mining
Project (KDMP).
The Konkola Deep deposit, with ore reserves of 100 Mt grading 4.33 per cent
copper and ore resources of 55 Mt grading 3.13 per cent copper, is expected
to produce an average of 210 ktpa of copper for at least 23 years. The ZCI
directors recognise the cyclical nature of the copper price and believe
that a long mine life serves to mitigate this risk. The ZCI directors
believe that the existing operations can be returned to profitability
within a reasonable period and, combined with the long life KDMP, provide
ZCI shareholders with an opportunity to invest in a major long life, low
cost, copper mining project. However, the ZCI directors also recognise that
the profitability of KCM's operations is highly sensitive to copper prices
on the world's commodity markets.
2. The Acquisition
At completion, KCM will be owned as to 65 per cent by ZCI and 20 per cent
by ZCCM. ZCCM's interest in KCM comprises a 5 per cent free carried
interest and a 15 per cent repayable carried interest.
ZCI has invited IFC and CDC to acquire 7.5 per cent each of KCM. The
participation of these organisations, which is a condition to completion,
is subject to the approval of their respective boards.
In addition to its 20 per cent interest in KCM, as consideration for the
assets, ZCCM will receive from KCM a cash consideration of US$30 million
payable at completion, a deferred cash consideration of US$60 million
(payable in six equal annual instalments commencing on 1 January 2006) and
the benefits of copper and cobalt price participation schemes (payments
under which are subject to aggregate maximum caps of US$16 million per
annum and US$125 million over the life of the schemes). The US$30 million
cash consideration payable by KCM will be funded by the capital
contributions of KCM's shareholders (excluding ZCCM). It is anticipated
that the deferred cash consideration of US$60 million and any payments
under the schemes will be funded from cash generated by KCM's operations.
KCM will, subject to the viability of the operations, be committed to
capital expenditure of US$208 million during the first three years
following completion. This commitment is subject to proportional reduction
if, at KCM's discretion, it chooses to close down or significantly curtail
operations temporarily or permanently, for reasons including, inter alia,
the occurrence of certain force majeure events or adverse economic
circumstances. KCM's forecast capital expenditure for the first three years
following completion (excluding KDMP) is expected to be US$260 million.
The requirements of KCM in respect of working capital and capital
expenditure (other than finance to be raised in respect of KDMP) will be
funded by a combination of shareholder contributions (excluding ZCCM) and
funds generated from KCM's operations. KCM will also be committed to
commencing the implementation of KDMP at an expected cost of US$523 million
within 18 months of completion or as soon thereafter as financing of up to
US$313 million is available as limited recourse project financing on
acceptable terms and if the price of copper has exceeded an average of
US$1,700/t for a 12 month period. The ZCI directors anticipate that the
balance of the KDMP funding will be sourced from cash generated from the
operations.
The ZCI directors are giving consideration to the most appropriate means of
raising the necessary long-term capital requirements of ZCI. Anglo American
will procure, on terms to be agreed, financial facilities sufficient to
meet ZCI's share of the funding requirements up to a maximum of US$310
million.
The Assets to be acquired
The Assets to be acquired pursuant to the Sale and Purchase Agreement
comprise the following copper and cobalt mining and processing facilities:
- the Konkola Division;
- the Nchanga Division, including the Chingola refractory ore stockpiles;
- the Nampundwe Mine; and
- infrastructure associated with the above facilities, including the
Konkola, Nchanga and Nampundwe concentrators and the Nchanga tailings
leach plant.
In addition, KCM will have an option to acquire the Nkana smelter, refinery
and acid plant as described below.
The Option
In addition to acquiring the assets, KCM will have a five year option to
acquire the Nkana smelter, refinery and acid plant, which will be
transferred prior to completion to a newly formed, wholly owned subsidiary
of ZCCM and managed by Anglo American prior to exercise or lapse of the
option. In the last two years of the option period, ZCCM will be free to
sell the smelter, refinery and acid plant, subject to KCM having a pre-
emption right. The option price will be US$7 million (expressed in January
2000 money terms).
It is a condition of completion that ZCCM procures that its subsidiary has
a loan facility of US$81 million in place to enable management to effect
the necessary refurbishment of the managed assets and to satisfy the
company's working capital requirements. If the option were to be exercised,
KCM would assume the obligation to service the loan.
3. The Disposal
In a parallel transaction, ZCI has agreed to sell its 27.3 per cent
interest in ZCCM to GRZ at completion for a cash consideration of US$30
million (expressed in January 2000 money terms) on a deferred payment basis
payable in six equal annual instalments commencing on 1 January 2006. The
disposal is conditional upon completion of the Sale and Purchase Agreement
and the approval of ZCI Shareholders.
Enquiries:
Glen Finnegan Anne Dunn
+27 11 638 3217 (w) +27 11 638 4730 (w)
+27 83 284 4129 (mobile) +27 82 448 2684 (mobile)