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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

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  • Leading Producer of Base and Precious Metals

    Leonid RozhetskinMember of the Management Board

    BMO Nesbitt Burns Natural Resources ConferenceFebruary 24, 2003Tampa, Florida

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    Norilsk Nickel - TodayNorilsk Nickel is the worlds largest producer of nickel and palladium and a significant producer of platinum, gold, copper and cobaltNorilsk Nickel shares are traded on: RTS (GMKN$ RU) and MICEX (GMKN4(5) RM) in MoscowADRs in New York (NILSY US), London (MNOD LI) and Berlin (NNIA GR)

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    Norilsk Nickel - Operations Overview

    Head officeTaimyr PeninsulaMoscowNorilskMurmanskKola Peninsula

    Kola PeninsulaZapolyarny/ Nickel mining and metallurgyMonchegorsk/ Metallurgy16 600 employees

    KrasnoyarskZAO Polyus.St.PetersburgTaimyr PeninsulaNorilsk/ Talnakh mining and metallurgy62 000 employees

    Krasnoyarsk Region (ZAO Polyus)Gold mine and metallurgy

    St. PetersburgResearch institute (Gypronickel)

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    Periodic Table of Elements13%18%3%>40%1%16%Market ShareMetal

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    World Leading Producer of Nickel 6%8%18%18%5%Largest nickel producers in 2002 (In thousand tons, share of world production)

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    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

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    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

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    Leading Producer of Gold in RussiaTop 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 production15.613.57.14.84.64.53.02.82.62.32.44.00510152025NN + PolyusOmolon Mining CoLenzolotoMnogovershinnoyeBuryatzolotoSusumanzolotoAmurPokrovsky MinePolimetallVitimAldanzolotoNorilsk NickelZAO PolyusSource: Company dateNote: (*) Proforma

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    Product and Geographical Distribution of RevenuesRussia9%Europe57%America17%Asia17%Revenue split in 2001100% = USD 4 378 MMBy metalBy geographyNickel32%Copper14%Cobalt2%Precious metals46%Other6%

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    Production (Base Metals)39641347445439941247243701002003004005001999200020012002Nickel (In thousand tonnes)2092172232182031921902180501001502002501999200020012002ProductionSalesCopper (In thousand tonnes)

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    Metal Prices in 2002Nickel price (LME, spot) (In US dollars per ton)Copper price (LME, spot) (In US dollars per ton)PGMs price (spot) (In US dollars per ounce)Gold price (spot) (In US dollars per ounce)Source: BloombergMarMayJulSepNovMarMayJulSepNovMarMayJulSepNovMarMayJulSepNov

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    Financial Highlights of Norilsk Nickel Group (IAS*)* Restatement in accordance with International Accounting Standards (IAS)(In millions of US dollars)200120001999(2)Revenues, incl.4 3786 0314 458Nickel1 3802 0581 790Copper631880927Precious metals/ PGMs2 0332 7551 469Cobalt78100133Adjusted EBIT979(1)2 3021 277margin, %22%38%29%Net After Tax Profit (as reported)1 2221 616816Adjusted Net Profit468(1)1 616816margin, %11%27%18%Total Assets7 2127 2336 637Shareholders' Equity4 8765 0003 671Notes:(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

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    Improvement of Corporate GovernanceAmendment 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 LawElection of 3 independent directors to the BoardCreation of the Management Board with clearly allocated responsibilitiesAnnouncement of a long-term dividend policyLifting of the secrecy regime on production and sales numbers for base metals Management Compensation System has been put on holdCost ReductionProcurement tenders

    2002 Objectives

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    Publication of financials based on IAS Release of 2000 and 2001 IAS financial statements Publish quarterly production statements starting in 2002Audit of 2002 financial statements according to IAS to be prepared before General Shareholder MeetingIncrease transparencyDeclassification 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 callsExtension of coverage by leading international investment banks2002 Objectives (continued)

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    2002 Objectives (continued)Pursue efficient M&A policyDivestment of non-core assets - Sale of Novolipetsk Metallurgical CombineAbandonment of Nakety-projectAcquisition of Russias largest gold producer ZAO Polyus - diversification of revenuesAcquisition 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 millionAcquisition of Russias largest gold producer ZAO Polyus- USD 226 millionAcquisition of Stillwater Mining Company - USD 100 million**Acquisition of 24% stake in Krasnoyarskenergo*** - USD 40 millionNet Cash Outflow - USD 195.6 millionNote:* 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

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    The Stillwater Transaction SummaryFormNorilsk Nickel will acquire 51.0% of Stillwater Mining Company (NYSE: SWC) in the form of 45,463,222 newly issued sharesConsiderationTotal of $341 million, or $7.50 per share (palladium and cash combination) $100,000,540 in cashApproximately 876,270 ounces of palladium, valued at $241 million based on the November 19, 2002, London PM Fix price ($275/oz)ConditionsU.S. anti-trust approval (the Hart-Scott-Rodino Act) Stillwater shareholders approvalBank waiver of change of control covenantsRussian Central Bank approvalOther TransactionsNorilsk Nickel will tender for up to 10% of the shares after the close of the transactionBased upon the pre-closing fully diluted number of Common Shares$7.50 per share in cashCorporate GovernanceStockholders Agreement allowing Norilsk Nickel to nominate 5 of 9 Board members, 2 of which must be independent as defined in NYSE and SEC regulationsPGM AgreementIntent to enter into Platinum Group Metal Agreement (at least 1,000,000 ounces of palladium per annum for resale in North America)

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    The Stillwater Transaction/ Corporate GovernanceBoard of DirectorsSize of the Board of Directors - 9 Norilsk Nickels 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 independentCEO will remain Chairman of the Board of Directors

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    Creating Value for Norilsk Nickel ShareholdersProvides 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 supplyNorth American market represents about 39% of global palladium demand and 47% of global palladium demand for auto catalystsRealizes value for Norilsk Nickels palladium inventoryIncreased reliability and certainty of palladium supply preempting the substitution effect and promoting the use of palladiumGeographical diversification of the mineral resource base/reduction of country riskAccess to acid leaching technology (currently being studied as refining technology in Norilsk Nickels operations) Immediately accretive to earnings

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    Creating Value for Stillwater Stakeholders

    Norilsk Nickel investment provides liquidity to reduce debt, fund capital expenditures, and keep the mines operatingAccess to Norilsk Nickels palladium makes Stillwater a reliable supplier for usersSupport from Norilsk Nickel to promote usage of palladium in exhaust systems, fuel cells and other applicationsPotential to increase demand for palladiumNorilsk Nickel is committed to continuing Stillwaters transparency, corporate governance and environment standards and practices and NYSE listing Potential of long-term value creation for all stakeholders

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    Creating Value for Palladium Users

    Increases palladium supply to North American consumersAssures users greater access to strategic metal, hence offering confidence to apply palladium to new usesNorilsk Nickel and Stillwater intend to jointly promote the usage of palladium

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    Corporate governance Publish 2002 IAS fully audited financials before general shareholder meetingStart releasing quarterly IAS unaudited resultsIntroduce performance-related management compensation schemesContinue effort to lift the state secrecy regime on reserves and on PGM production and salesDistribution Focus on long-term contracts directly with end-usersEnter into long-term PGM agreements with major car producers

    Next Step Objectives

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    Improvement of financial managementContinue reducing labor costs by reducing number of employeesPut Pelyatka natural gas field into operation as a major step in long-term energy strategy implementation Implement management information systemContinue to reduce burden of social legacies - expenditures to support social infrastructure to be financed by local authorities from 2003-2004 Improve working capital managementOptimization of productionImplement development strategy to be released in the first months of 2003M&A activity Realize the full potential of the ZAO Polyus acquisitionComplete the transaction with Stillwater Mining Company

    Next Step Objectives (continued)

    The next slide number 8, displays historical profit margins of the Group and their correlation with the world metal markets conditions.

    Bearing in mind very week metal markets in 2001, one can see that Norilsk Nickel was able to maintain profit margins at a satisfactory level, which was mainly due to constantly improving efficiency of corporate management.

    . , 2001 . 11 , , , . - 31% 2000 . , : 13%, 12%. - 3%.