Nyrstar Presentation at Leuven University 19032012
Nyrstar Presentation at Leuven University 19032012
Nyrstar Presentation at Leuven University 19032012
Important Notice
This presentation has been prepared by the management of Nyrstar NV (the "Company"). It does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its group, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. The information included in this presentation has been provided to you solely for your information and background and is subject to updating, completion, revision and amendment and such information may change materially. Unless required by applicable law or regulation, no person is under any obligation to update or keep current the information contained in this presentation and any opinions expressed in relation thereto are subject to change without notice. No representation or warranty, express or implied, is made as to the fairness, accuracy, reasonableness or completeness of the information contained herein. Neither the Company nor any other person accepts any liability for any loss howsoever arising, directly or indirectly, from this presentation or its contents. This presentation includes forward-looking statements that reflect the Company's intentions, beliefs or current expectations concerning, among other things, the Companys results of operations, financial condition, liquidity, performance, prospects, growth, strategies and the industry in which the Company operates. These forward-looking statements are subject to risks, uncertainties and assumptions and other factors that could cause the Company's actual results of operations, financial condition, liquidity, performance, prospects, growth or opportunities, as well as those of the markets it serves or intends to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The Company cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the Company's results of operations, financial condition, liquidity and growth and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in future periods. The Company and each of its directors, officers and employees expressly disclaim any obligation or undertaking to review, update or release any update of or revisions to any forward-looking statements in this presentation or any change in the Company's expectations or any change in events, conditions or circumstances on which these forward-looking statements are based, except as required by applicable law or regulation. This document and any materials distributed in connection with this document are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe any such restrictions. The Companys shares have not been and will not be registered under the US Securities Act of 1933 (the Securities Act) and may not be offered or sold in the United States absent registration under the Securities Act or exemption from the registration requirement thereof.
Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading
VI. Summary
Nyrstar at a glance
Nyrstar is an integrated mining and metals business, with market leading positions in zinc and lead, and growing positions in other base and precious metals; essential resources that are fuelling the rapid urbanisation and industrialisation of our changing world. Nyrstar is incorporated in Belgium and has its corporate office in Switzerland. Nyrstar is listed on NYSE Euronext Brussels under the symbol NYR, and is a member of the BEL20 and Eurostoxx 600 One of the worlds largest integrated zinc producers
- 1.1 million tpa zinc metal - 475,000 tpa zinc in concentrate
Nine mining operations Six smelters Employing over 7,000 people across five continents
Based on full production of mining assets. Compared against Brook Hunts 2011 zinc mining company rankings (Long Term Outlook Zinc, Q4 2011)
Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading
VI. Summary
EBITDA * Yesterday
Today
Mining
Smelting
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Restructuring
Achieving excellence in everything we do Living the Nyrstar Way Unlocking untapped value Strategy into Action
Support processes
Pure Smelting Kunming Ex-Breakwater mines Tennessee Mines Coricancha GM Metal 2007 2008 2009 2010 Campo Morado Contonga & Pucarrajo Talvivaara stream 2011 2012 2013
Asset portfolio
2014
2015
2016
* EBITDA growth profile at constant prices and exchange rates and is shown for illustrative purposes only
Increased exposure across the zinc value chain, further positioning Nyrstar to take full advantage of strong zinc industry fundamentals
One of the worlds largest zinc smelters (kt pa) Top five zinc miners (kt pa)
Source: Brook Hunt 2011 mine and smelter production rankings (Long Term Outlook Zinc, Q4 2011). Nyrstar actual 2011 production included * Based on full production of mining assets
Considerations
Upstream expansion strategy suggested to increase equity base of the company Strong Belgian retail investor base suggested method that would allow participation by this investor segment Fractional value of approx. 15 / share required shareholder approval process for the offering despite existing authorized capital (400M) Concern of blank check to management to be addressed via link to M&A announcement Shareholder approval process and availability of recent financial information suggested launch together with release of FY 2010 results
Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading
VI. Summary
Offering Size
Subscription Price
Structure
1 right per existing share after market close on February 24, 2011 10 rights enable to subscribe to 7 new shares Each new share to be accompanied by one VVPR strip issued by Nyrstar The net proceeds of the Offering were used to further diversify Nyrstar's funding sources and strengthen its balance sheet liquidity, and to fund organic or external growth opportunities as they may arise, consistent with Nyrstar's strategy The rights issue was fully underwritten by a syndicate of banks Prospectus approved by the FSMA
Use of Proceeds
Underwritting Documentation
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London (21/2 days) Amsterdam (1/2 day) Brussels (2 days) Frankfurt (1 day) Paris (1 day) Hollywood, FL (BMO Conference, 2 days) Geneva (1/2 day) Zurich (1/2 day) Milan (1 day)
Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading
VI. Summary
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Indexed Price
105%
100%
95%
90% 15-Nov-10
15-Dez-10
15-Jan-11
15-Feb-11
DJS 600
BEL 20
Sector Performance
Banks Utilities Media DJ Stoxx 600 Metals and Mining1 Industrial Goods & Service Retail Healthcare Travel & Leisure Basic Resources LTM Since 15-Nov 11.6% 4.4% 4.6% 3.5% 24.6% 4.8% 19.3% 4.8% 27.7% 5.5% 38.5% 7.2% 11.1% (2.6)% 6.6% 2.2% 24.0% 3.1% 32.4% 3.4% 2011 YTD 11.6% 5.3% 3.7% 3.5% 1.0% 0.4% 0.1% (0.0)% (1.0)% (2.7)%
50% 40% 30%
24 %
20%
20 %
10% 0% Feb-2010
Mai-2010
Aug-2010
Nov-2010
Feb-2011
VIX
1
VSTOXX
Source: Bloomberg as of 22-Feb-2011. Nyrstar peer Group: Nyrstar, Boliden, Chelyabinsk Zinc, Aurubis, KoreaZinc, Hindustan, Jiangxi Copper, Mitsui Mining & Smelting, Paranapanema
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The higher the discount, the higher the theoretical value of the right received by the shareholders From an asset value standpoint, the level of discount is neutral for shareholders whether they exercise their rights and increase the equity position or sell their rights and increase the cash position
A rights issue entails an adjustment of the historical stock prices and data per share (adjustment ratio computed by Euronext) This adjustment compensates for the optical dilution due to the discount The discount level is neutral in terms of EPS dilution as a result of the subscription right mechanism and the related adjustments
Nyrstar volatility
Key Factors Driving TERP Discount Level
Market volatility Length of the risk period Use of proceeds Potential Shareholder pre-commitment
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Number of Shares (m) Market Cap. (m) Share Price (, VWAP of 23-Feb-2011)
Assuming a 490m Rights issue
New Number of Shares (m) Value of the Position (m) Cash Invested (m) Cash Adj. Position (m)
Indicative Disc. To TERP Number of New Shares (m) Subscription Price () TERP () Value Per Right () Total Number of Shares (m) Market Cap post Rights Issue (m)
New Number of Shares (m) Value of the Position (m) Cash Received (m) Cash Adj. Position (m)
3. Opration Blanche
10.0 95 21 116
10.0 83 33 116
Value of the Position (m) 116 10 9.8 Cash Invested (m) Cash Received (m) Cash Adj. Position (m) 10
Stake Value Pre Rights (m) Number of Shares held pre Rights (m) Shares to Subscribe (m)
116 7.4
Pricing Considerations
Assumptions
Reference Price (VWAP of 23-Feb-2011) Shares Out. Market Cap.
Indicative Rights Issue Parameters Depending on the Parity and Issue Price
X new shares Subscription Parity: for Y existing Issue Price () Implied TERP () Implied Rights Value (m) Implied Discount to TERP Nominal Discount Implied Issue Amount (m) New Shares Created (m) in % Shares Out.
17
Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading
VI. Summary
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15-Nov Announcement
Source: Bloomberg
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Source: Bloomberg for all data Premium/Discount at which the rights were trading versus the theoretical value based on the Nyrstar stock price
20
Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading
VI. Summary
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Summary
Largest Belgian equity raising since the AB-Inbev rights issue in December 2008 Well-received by shareholders with key shareholders BlackRock (9.96%) and Glencore (7.79%) publicly expressing their pro-rata take up pre-launch and a 95% take-up rate Positive share price performance since announcement and during offer period: stock up 7.2% and 5.1% from announcement and from launch of terms to closing of rump placement respectively Robust positive stock performance achieved notwithstanding widespread risk aversion and contagion caused by sovereign peripheral concerns, escalating unrest in the MENA region and implications from the earthquake in Japan Low recycling rates among existing shareholders, taking into account the recycling on Nyrstar's treasury shares and by Umicore
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Investor feedback
Although some accounts mentioned the large relative size of the rights issue, the market generally was comfortable with the size
Size
Nyrstar's aversion to financial leverage seen as a positive Management's track-record on M&A provides comfort on sizing rights issue Investors recognised that the rights issue provided an attractive entry valuation for the stock
Timing
A lot of re-engagement from accounts that had sold out of Nyrstar recently Some confusion as to the timing as some accounts questioned why Nyrstar issued shares at current valuations Key concerns centred around: rights issue gives management a 490m blank check some investors would have liked additional detail on M&A targets, investment criteria and net debt levels execution risk on future transactions (overpaying and integration risk)
Use of proceeds
The market was widely comforted by management's track record in M&A and the rights issue being considered as a logical follow-on from its strategy The conservativeness of Nyrstar's acquisition strategy is appreciated: low cash cost, producing or near producing assets Investors are very supportive of Nyrstar's vertical integration strategy and see the potential to eliminate the discount traditionally associated with smelting businesses
Nyrstar strategy
More profitable and less capital intensive Reduction of earnings volatility High degree of confidence in management to lead further progress on stated strategy 23