Presentation Transcript
Slide 1:Leading Producer of Base and Precious Metals
Leonid Rozhetskin
Member of the Management Board
BMO Nesbitt Burns Natural Resources Conference
February 24, 2003
Tampa, Florida
Norilsk Nickel - Today:Norilsk Nickel - Today Norilsk Nickel is the world’s largest producer of nickel and palladium and a significant producer of platinum, gold, copper and cobalt
Norilsk Nickel shares are traded on:
RTS (GMKN$ RU) and MICEX (GMKN4(5) RM) in Moscow
ADRs in New York (NILSY US), London (MNOD LI) and Berlin (NNIA GR)
Norilsk Nickel - Operations Overview:Norilsk Nickel - Operations Overview · · · · Head office Taimyr Peninsula Moscow Norilsk Murmansk Kola Peninsula Kola Peninsula
Zapolyarny/ Nickel mining and metallurgy
Monchegorsk/ Metallurgy
16 600 employees Krasnoyarsk ZAO «Polyus» . St.Petersburg Taimyr Peninsula
Norilsk/ Talnakh mining and metallurgy
62 000 employees Krasnoyarsk Region (ZAO “Polyus”)
Gold mine and metallurgy St. Petersburg
Research institute (Gypronickel)
Slide 4:Periodic Table of Elements 13% 18% 3% >40% 1% 16% Market Share Metal
World Leading Producer of Nickel :6% 8% 18% 18% 5% World Leading Producer of Nickel Largest nickel producers in 2002 (In thousand tons, share of world production)
World Leading Producer of Palladium :World Leading Producer of Palladium Largest palladium producers in 2002 (Share of world production) 17% 12% 8% 6% >40% Source: Company reports except for Norilsk Nickel
World Leading Producer of Platinum :World Leading Producer of Platinum Largest platinum producers in 2002 (Share of world production) 38% 24% 16% 13% 3% Source: Company reports except for Norilsk Nickel
Leading Producer of Gold in Russia:Leading Producer of Gold in Russia Top Russian gold producers in 2001 (In tons; as % of the total 2001 gold production of 155 tons) After the acquisition of ZAO "Polyus" Norilsk Nickel has become the largest gold producer in Russia with a 12,7 % pro forma market share in 2001 and expected market share of 16-18% in 2002
Norilsk Nickel holds almost 1% share in world gold production 15.6 13.5 7.1 4.8 4.6 4.5 3.0 2.8 2.6 2.3 2.4 4.0 0 5 10 15 20 25 NN + Polyus Omolon Mining Co Lenzoloto Mnogovershinnoye Buryatzoloto Susumanzoloto Amur Pokrovsky Mine Polimetall Vitim Aldanzoloto “Norilsk Nickel” ZAO “Polyus” Source: Company date
Note: (*) Proforma
Product and Geographical Distribution of Revenues:Russia 9% Europe 57% America 17% Asia 17% Revenue split in 2001 100% = USD 4 378 MM By metal By geography Nickel 32% Copper 14% Cobalt 2% Precious metals 46% Other 6% Product and Geographical Distribution of Revenues
Production (Base Metals):Production (Base Metals) 396 413 474 454 399 412 472 437 0 100 200 300 400 500 1999 2000 2001 2002 Nickel (In thousand tonnes) 209 217 223 218 203 192 190 218 0 50 100 150 200 250 1999 2000 2001 2002 Production Sales Copper (In thousand tonnes)
Metal Prices in 2002:Metal Prices in 2002 Nickel price (LME, spot) (In US dollars per ton) Copper price (LME, spot) (In US dollars per ton) PGM’s price (spot) (In US dollars per ounce) Gold price (spot) (In US dollars per ounce) Source: Bloomberg Mar May Jul Sep Nov Mar May Jul Sep Nov Mar May Jul Sep Nov Mar May Jul Sep Nov
Financial Highlights of Norilsk Nickel Group (IAS*):Financial Highlights of Norilsk Nickel Group (IAS*) * Restatement in accordance with International Accounting Standards (IAS) (In millions of US dollars) 2001 2000 1999 (2) Revenues, incl. 4 378 6 031 4 458 Nickel 1 380 2 058 1 790 Copper 631 880 927 Precious metals/ PGMs 2 033 2 755 1 469 Cobalt 78 100 133 Adjusted EBIT 979 (1) 2 302 1 277 margin, % 22% 38% 29% Net After Tax Profit (as reported) 1 222 1 616 816 Adjusted Net Profit 468 (1) 1 616 816 margin, % 11% 27% 18% Total Assets 7 212 7 233 6 637 Shareholders' Equity 4 876 5 000 3 671 Notes: (1) Adjusted to exclude the Net Financing Gains: Changes in fair value of derivatives of $753.4 MM (2) 1999 financial data has been restated using Goskomstat inflation rates
Slide 13:Improvement of Corporate Governance
Amendment of the charter and corporate by-laws to reflect the provisions of the Federal Securities Commission Code of Corporate Conduct and last versions of the Corporate Law
Election of 3 independent directors to the Board
Creation of the Management Board with clearly allocated responsibilities
Announcement of a long-term dividend policy
Lifting of the secrecy regime on production and sales numbers for base metals
Management Compensation System has been put on hold
Cost Reduction
Procurement tenders 2002 Objectives
Slide 14:Publication of financials based on IAS
Release of 2000 and 2001 IAS financial statements
Publish quarterly production statements starting in 2002
Audit of 2002 financial statements according to IAS to be prepared before General Shareholder Meeting
Increase transparency
Declassification of base-metals reserves in Taimyr (Ministry of Natural Resources is to issue formal approval)
Continue effort to lift secrecy on production/ sales volumes (base metals and PGMs)
Regular Investor presentations & Conference calls
Extension of coverage by leading international investment banks 2002 Objectives (continued)
2002 Objectives (continued):Net Cash Outflow - USD 195.6 million 2002 Objectives (continued) Pursue efficient M&A policy
Divestment of non-core assets - Sale of Novolipetsk Metallurgical Combine
Abandonment of Nakety-project
Acquisition of Russia’s largest gold producer ZAO “Polyus” - diversification of revenues
Acquisition of Stillwater Mining Company - increase reliability and supply certainty in palladium market
Sale of Novolipetsk Metallurgical Combine + USD 177.9 million*
Abandonment of Nakety-project - USD 7.5 million
Acquisition of Russia’s largest gold producer ZAO “Polyus”- USD 226 million
Acquisition of Stillwater Mining Company - USD 100 million**
Acquisition of 24% stake in Krasnoyarskenergo*** - USD 40 million Note: * Norilsk Nickel received the consideration of RUR 5 513 million in March 2002.
** The deal is subject to several approvals: by Russian Central Bank, by US anti-trust authorities, by SWC shareholders.
*** Regional monopoly utility company in Krasnoyarsk region
The Stillwater Transaction Summary:The Stillwater Transaction Summary Form Norilsk Nickel will acquire 51.0% of Stillwater Mining Company (NYSE: SWC) in the form of 45,463,222 newly issued shares Consideration Total of $341 million, or $7.50 per share (palladium and cash combination)
$100,000,540 in cash
Approximately 876,270 ounces of palladium, valued at $241 million based on the November 19, 2002, London PM Fix price ($275/oz) Conditions U.S. anti-trust approval (the Hart-Scott-Rodino Act)
Stillwater shareholders’ approval
Bank waiver of change of control covenants
Russian Central Bank approval Other Transactions Norilsk Nickel will tender for up to 10% of the shares after the close of the transaction
Based upon the pre-closing fully diluted number of Common Shares
$7.50 per share in cash Corporate Governance Stockholders Agreement allowing Norilsk Nickel to nominate 5 of 9 Board members, 2 of which must be independent as defined in NYSE and SEC regulations PGM Agreement Intent to enter into Platinum Group Metal Agreement (at least 1,000,000 ounces of palladium per annum for resale in North America)
The Stillwater Transaction/ Corporate Governance:The Stillwater Transaction/ Corporate Governance Board of Directors
Size of the Board of Directors - 9
Norilsk Nickel’s board representation will reflect its shareholding in Stillwater:
Norilsk Nickel will nominate 5 of 9 Board members, 2 of which must be independent
3 existing directors will remain on the Board of Directors (all independent directors)
CEO will be the 9th Board member
Majority of the directors on the Board will be independent
CEO will remain Chairman of the Board of Directors
Creating Value for Norilsk Nickel Shareholders:Creating Value for Norilsk Nickel Shareholders Provides a solid distribution platform for PGMs in the US with improved access to the key end-users in the US
Inventory outside Russia and US marketing effort increases buyer confidence in supply
North American market represents about 39% of global palladium demand and 47% of global palladium demand for auto catalysts
Realizes value for Norilsk Nickel’s palladium inventory
Increased reliability and certainty of palladium supply preempting the substitution effect and promoting the use of palladium
Geographical diversification of the mineral resource base/reduction of country risk
Access to acid leaching technology (currently being studied as refining technology in Norilsk Nickel’s operations)
Immediately accretive to earnings
Creating Value for Stillwater Stakeholders:Creating Value for Stillwater Stakeholders Norilsk Nickel investment provides liquidity to reduce debt, fund capital expenditures, and keep the mines operating
Access to Norilsk Nickel’s palladium makes Stillwater a reliable supplier for users
Support from Norilsk Nickel to promote usage of palladium in exhaust systems, fuel cells and other applications
Potential to increase demand for palladium
Norilsk Nickel is committed to continuing Stillwater’s transparency, corporate governance and environment standards and practices and NYSE listing
Potential of long-term value creation for all stakeholders
Creating Value for Palladium Users:Creating Value for Palladium Users Increases palladium supply to North American consumers
Assures users greater access to strategic metal, hence offering confidence to apply palladium to new uses
Norilsk Nickel and Stillwater intend to jointly promote the usage of palladium
Slide 21:Corporate governance
Publish 2002 IAS fully audited financials before general shareholder meeting
Start releasing quarterly IAS unaudited results
Introduce performance-related management compensation schemes
Continue effort to lift the state secrecy regime on reserves and on PGM production and sales
Distribution
Focus on long-term contracts directly with end-users
Enter into long-term PGM agreements with major car producers Next Step Objectives
Slide 22:Improvement of financial management
Continue reducing labor costs by reducing number of employees
Put Pelyatka natural gas field into operation as a major step in long-term energy strategy implementation
Implement management information system
Continue to reduce burden of social legacies - expenditures to support social infrastructure to be financed by local authorities from 2003-2004
Improve working capital management
Optimization of production
Implement development strategy to be released in the first months of 2003
M&A activity
Realize the full potential of the ZAO “Polyus” acquisition
Complete the transaction with Stillwater Mining Company Next Step Objectives (continued)