Nyrstar Presentation at Leuven University 19032012

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Overview of Nyrstars EUR 490M Rights Issue

Heinz Eigner, Chief Financial Officer


19 March 2012

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.

I. II. III. IV. V

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

Market leading position in lead Expanding multi-metals footprint


- Growing production of copper, gold, silver and lead

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)

I. II. III. IV. V

Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading

VI. Summary

Nyrstars Growth Strategy

Ambition: 1.5bn EBITDA

New business 50%

Further Mining Acquisitions Active business 50%

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

Delivering sustainable growth Integration

Asset portfolio

2014

2015

2016

Convertible Bond (120m) SCTF (now 500m) Public Bond (225m)

Public Bond Rights Offering (525m) (490m)

* 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)

Existing assets at full production

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

I. II. III. IV. V

Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading

VI. Summary

Rights Offering Summary Timetable


Extracts from Nyrstar Press Releases
Nyrstar today announced that it has published a notice to convene an extraordinary general shareholders' meeting to vote on a proposal to permit a rights offering in an amount of up to 500 million. The board of directors will further determine the timing and terms of the offering, depending on market conditions and other factors at that time. The final terms of the offering, including the final size of the offering, the issue price, the number of shares to be issued, and the subscription ratio, shall be announced immediately prior to the actual launch of the rights offering. Following the approvals granted by the extraordinary general shareholders' meeting of Nyrstar held on January 6th, 2011, Nyrstar today announced the launch of a rights offering in the amount of 490,064,974.00 corresponding to 70,009,282 new shares at a subscription price of 7.00 per new Share at a ratio of 7 new Shares for 10 Rights. Nyrstars three largest shareholders, BlackRock Group, Glencore and Umicore, have reiterated their support for the offering. Nyrstar announced today that 95% of the total number of 70,009,282 new Nyrstar shares offered pursuant to its rights offering in the amount of 490,064,974.00 have been subscribed at 7.00 per new Shares. The 4,962,562 Rights that have not been exercised at the end of the Rights Subscription Period will be converted into an equal number of scrips. The Joint Bookrunners will offer and sell the Scrips through an accelerated bookbuilding procedure in an institutional offering.
10

The Announcement (15-Nov-2010)

The Launch (24-Feb-2011)


-

The Results (15-Mar-2011)

Rights Offering Termsheet


490 million 70m shares to be subscribed, representing 70% of the shares outstanding 7.0 per share, paid in for cash Share issuance with preference rights to existing shareholders

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

11

An Extensive Marketing Effort - Nyrstar 2-Week Roadshow

Toronto (1 day) Boston (1 day) New York (1 day)

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)

Key Highlights of the Roadshow


12 cities visited 53 1x1 meetings and 8 group events 124 investors met Retail event in Brussels: 400 people 12

I. II. III. IV. V

Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading

VI. Summary

13

Market Environment at the Time of Launch (Feb 2011)


Performance of Key Indices (Nov 2010 to Feb 2011)
110%

Prevailing Macroeconomic Themes


Bull Case - Strong global economic growth expected in 2011, mainly driven by BRIC countries - Strong start of earnings season with corporate earnings outperforming so far - Favourable asset allocation: equity fund flows continue their upward trend Bear case - Risk of slowdown of emerging market economies - European sovereign debt crisis - Inflation risk - Unfolding geopolitical events in the Middle East and North Africa

Indexed Price

105%

4.8% 3.5% 1.8%

100%

95%

90% 15-Nov-10

15-Dez-10

15-Jan-11

15-Feb-11

DJS 600

DJS Bas. Resources

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%

Evolution of Market Volatility

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

14

Key Principles to Set the Rights Offering Discount


The value of the subscription right compensates existing shareholders for the discount of the issue price versus the prevailing stock reference price
TERP Discount Neutral to Shareholders

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

TERP Discount Neutral to Nyrstar

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

15

Rights Issue has no Economic Impact for Shareholders


Exercising ALL the subscription rights will require additional cash investment Selling ALL the rights will reduce the equity stake but increases the cash position Selling a portion of the rights to fund the exercise of the remaining rights can result in an identical economic holding in the company
Capitalization Pre to Rights Issue 1. Subscribe for ALL New Shares/ Sell NO Rights

Number of Shares (m) Market Cap. (m) Share Price (, VWAP of 23-Feb-2011)
Assuming a 490m Rights issue

100.01 1,158 11.58

New Number of Shares (m) Value of the Position (m) Cash Invested (m) Cash Adj. Position (m)

17.4 165 49 116

19.8 165 49 116

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)

30.0% 74 6.64 9.5 2.1 174 1,648

40.0% 98 4.99 8.3 3.3 198 1,648

2. Subscribe for NO New Shares/ Sell ALL Rights

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

New Number of Shares (m)


10% Shareholder (Pre Rights Issue)

12.2 116 15 15 116

13.9 116 20 20 116


16

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 Parameters for a Nyrstar Rights Issue


TERP Calculations
11.58 100.01m 1,158m The TERP is an average of the share price pre rights issue and the subscription price, weighted by the number of shares outstanding pre rights issue and the new number of shares issued TERP = Market Cap Pre-Rights ()+ Rights Issue () Total Shares Outstanding Post Rights Issue

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.

11 16 7.15 9.8 1.8 (26.9)% 38.3% 491.6 68.8 69%

7 10 7.10 9.7 1.8 (27.1)% 38.7% 497.1 70.0 70%

7 10 7.00 9.7 1.9 (27.8)% 39.6% 490.1 70.0 70%

5 7 6.95 9.7 1.9 (28.0)% 40.0% 496.5 71.4 71%

5 7 6.90 9.6 1.9 (28.3)% 40.4% 492.9 71.4 71%

11 15 6.80 9.6 2.0 (28.9)% 41.3% 498.7 73.3 73%

3 4 6.60 9.4 2.1 (30.1)% 43.0% 495.1 75.0 75%

7 9 6.40 9.3 2.3 (31.3)% 44.7% 497.8 77.8 78%

17

I. II. III. IV. V

Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading

VI. Summary

18

Share Price Performance from Announcement to Completion


Mar-2011 Brent Crude futures reach a high of US$116.2 Mar-2011 Japan nuclear threat

Jan-2011 Protests in Egypt

Feb-2011 Protests in Lybia

Mar-2011 Japan earthquake

15-Nov Announcement

24-Feb Publication of the Prospectus

25-Feb Start of Rights Trading

11-Mar End of Rights Trading

15-Mar Rump Placement


.

Source: Bloomberg

19

Trading of the Rights During the Subscription Period


Trading of the Right: Price and Volume Key Comments
The rights trading volumes were relatively low compared to similar transactions due to the high proportion of retail investors in the shareholder base However the right was relatively well arbitrated, overall trading at a slight discount to its theoretical value.

Rights Spread vs. Theoretical Value (25-Feb to 11-Mar)

Average discount: (1.5)%

Source: Bloomberg for all data Premium/Discount at which the rights were trading versus the theoretical value based on the Nyrstar stock price

20

I. II. III. IV. V

Nyrstar at a Glance Transaction Context Transaction Overview and Timetable Pricing Considerations Trading

VI. Summary

21

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

22

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

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