| Mon 26 Nov 2001, 0:00 | | Kumba Resources Limited - Abridged Pre-listing Sta |
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Abridged pre-listing statement
For assistance please call the Kumba ShareCare line on 0800 006709
Issued in terms of the Listings Requirements of the JSE Securities
Exchange South Africa ("JSE") relating to the listing of the entire issued
ordinary share capital of Kumba in the Mining Resources - "Metals and
Minerals" sector of the JSE lists under the abbreviated name "Kumba" with
effect from the commencement of business on Monday, 26 November 2001.
This abridged pre-listing statement is not an invitation to subscribe for
shares in Kumba, but is issued in compliance with the Listings Requirements
of the JSE for the purpose of providing information to the public with
regard to Kumba. The information has been extracted from the detailed pre-
listing statement which, together with the circular issued to shareholders
of Iscor Limited ("Iscor"), dated 29 October 2001, was posted to
shareholders on that date.
The Listings Committee of the JSE has approved the listing of 272 821 716
ordinary shares of 1 cent each in the issued ordinary share capital of Kumba
in the Mining Resources - "Metals and Minerals" sector of the JSE lists,
with effect from today.
1. BACKGROUND
In an announcement dated 26 September 2001, Iscor announced that
agreement had been reached with the Industrial Development Corporation of
South Africa Limited ("IDC") in terms of which, inter alia:
- Iscor would transfer its mining companies and businesses to Kumba or to
subsidiaries of Kumba, save for ownership of 6,25 million tonnes per annum
("Mtpa") of iron ore produced by Sishen, a mine owned by Sishen Iron Ore
Company (Proprietary) Limited, which would be retained by Iscor and
- Kumba shares would be distributed to Iscor shareholders pro rata to their
existing holdings in terms of section 60 of the South African Income Tax
Act, 1993 (Act 113 of 1993) as amended ("unbundling legislation").
2. NATURE OF BUSINESS
Kumba, operating as the mining division of Iscor, has been in the mining
business for more than 70 years. Its original purpose was to supply Iscor's
steel division with the bulk of its iron ore, coal and other raw materials
required for manufacturing steel. As the demand for steel increased,
particularly during the post-war years, the mining division grew in tandem.
The major milestones during this era were the opening of the Sishen Iron Ore
mine in the Northern Cape in 1953 and the opening of the Grootegeluk coal
mine in the Northern Province in 1980. These mines have become and are
expected to remain the cornerstones of Kumba's operations in South Africa.
Both are open pit, have reserves for another 30 or more years at current
rates of production and are globally competitive in terms of reserves,
quality and cost. Since the privatisation of Iscor in 1989, Kumba's mining
asset base has broadened and taken on an international dimension through
acquisitions and joint ventures and by 1994, mining became Iscor's primary
vehicle for growth.
Kumba comprises four operationally autonomous strategic business units
("SBUs") as detailed below:
2.1 Iron ore
The iron ore SBU currently operates two iron ore mines. In the financial
year ended 30 June 2001, the Sishen and Thabazimbi mines produced 27,0
million tonnes of iron ore and contributed R3,3 billion to Kumba's revenue.
76% of Sishen's production is exported through Saldanha Bay to 35 major
steel producers around the world, 19% is railed to Iscor and the balance to
Saldanha Steel (Proprietary) Limited. 100% of Thabazimbi's production goes
to Iscor.
2.2 Coal
The coal SBU currently operates three collieries, Grootegeluk, Leeuwpan
and Tshikondeni. In the financial year ended 30 June 2001, these collieries
produced 16,8 million tonnes of thermal, metallurgical and coking coal for
the domestic and export markets with a combined revenue of R1,2 billion.
2.3 Base metals
The Zinc Corporation of South Africa Limited ("Zincor") electrolytic zinc
plant and Rosh Pinah Zinc Corporation (Proprietary) Limited ("Rosh Pinah")
mine currently constitute the core of the base metals SBU. PE Minerals
Namibia (Proprietary) Limited ("PE Minerals Namibia"), a Namibian-based
company, holds the mining licence at Rosh Pinah and 5% of Rosh Pinah's
equity is held by Namibian empowerment groups. Divestment will continue
until Namibian citizens hold up to 50% of the company. Kumba will continue
to manage the operation and has secured access to the mining rights through
a royalty agreement with PE Minerals Namibia. In the financial year ended 30
June 2001, Zincor produced 105 000 tonnes of zinc metal and 167 000 tonnes
of sulphuric acid for the South African market. During the same period the
Rosh Pinah mine produced 72 000 tonnes of zinc concentrate for supply to
Zincor as well as 22 000 tonnes of lead concentrate including small amounts
of silver and gold by-products. In the 2001 financial year, these
outputs generated a total revenue of R945 million for the SBU.
2.4 Heavy minerals
The heavy minerals SBU centres around a mining (total mineral resource of
668 million tonnes) and smelting project in South Africa and a 46,5%
interest in Ticor Limited, a major Australian producer of titanium dioxide
("TiO2"), feedstock and pigment.
Other assets and investments
Glen Douglas - Situated at Henley-on-Klip near Vereeniging, Glen Douglas
is a conventional open-pit mine producing 1,3 Mtpa of products comprising
metallurgical dolomite (50%), aggregate (43%) and agricultural lime (7%).
Mineral reserves are 33 million tonnes and the total mineral resource is 232
million tonnes.
Ferrosilicon - Approximately 80% of the gas-atomised ferrosilicon powder
plant's production is used by the Sishen and Thabazimbi mines in the process
of separating iron ore from the run of mine material. The remaining 20% of
the plant's production is sold locally for the beneficiation of heavy metal
oxide ores.
Welgevonden kimberlite - The recent identification of micro-diamonds in
reconnaissance drill core samples has been encouraging, but the programme is
still at an early stage.
Mincor Resources NL ("Mincor") - Kumba has a 34,8% interest in Mincor,
which is a junior mining and exploration company, listed on the Australian
Stock Exchange, with its head office in Perth. During 2001, Mincor purchased
two small underground nickel sulphide mines in the Kambalda area of Western
Australia from WMC Resources Limited, and is in the process of bringing both
to full production, while concurrently undertaking exploration for further
ore bodies in the vicinity. Mincor also has an interest, with BHP Billiton
plc, in the Reko Diq porphyry copper deposit in western Pakistan, where a
pre-feasibility study was recently concluded and in gold prospects in Fiji
(Sabeto), Tanzania (Geita) and Guinea (Bankol ).
3. DIRECTORS AND MANAGEMENT
The full names, ages, addresses and designations of the directors of Kumba
are set out below:
Name and Age Business address Designation Date appointed
Hans Jurie Smith (60) PO Box 9229, Non-executive 1 July 2001
Pretoria, 0001 Chairman
Dr Constantinus PO Box 9229, Chief Executive 1 June 2001
Johannes Fauconnier (53) Pretoria, 0001
Dirk Johannes PO Box 9229, Executive Director 1 June 2001
van Staden (52) Pretoria, 0001 - Finance
Michael James Kilbride
(49) PO Box 9229, Executive Director - 1 June 2001
Pretoria, 0001 Business Operations
Richard Geoffrey PO Box 9229, Executive Director 1 June 2001
Wadley (54) Pretoria, 0001 Strategy and
Business Developments
Charles Frederick PO Box 9229, Executive Director - 1 June 2001
Meintjes (38) Pretoria, 0001 Corporate Services
Thomas Louw de Beer (66) PO Box 91062 Non-executive 1 June 2001
Auckland Park, Director
2092
Colin Fenton (66) 69 Inanda Lane, Non-executive 1 June 2001
The Inandas Director
Inanda, Sandton
Jurie Johannes 224 Frederick Non-executive 1 June 2001
Drive, Director
Northcliff
Geldenhuys (58) Johannesburg
Gert Stephanus Gouws (42) 19 Fredman Drive Non-executive 18 October 2001
Sandown, 2196 Director
Dr Deenadaynlen 32 Highbury, Non-executive 1 June 2001
Third Avenue Director
(Len) Konar (47) Killarney, 2193
Allen John Morgan (54) PO Box 6326, Non-executive 18 October 2001
Somerset West, Director
7129
Marion Lesego PO Box 733, Non-executive 18 October 2001
Sunninghill, Director
2157
Dawn Marole (41)
Sipho Abednego Nkosi (47) PO Box 61714, Non-executive 18 October 2001
Marshalltown, Director
2107
Neil Saul Segal (60) Private Bag, Non-executive 18 October 2001
Rondebosch, Director
7701
4. SHARE CAPITAL
The share capital of Kumba is as follows:
Authorised
500 000 000 ordinary shares of 1 cent each R5 000 000
Issued
272 821 716 ordinary shares of 1 cent each R2 728 217
5. DETAILED PRE-LISTING STATEMENT
English copies of the detailed pre-listing statement are available during
normal business hours at the offices of:
- Kumba, Kumba Head Office, Roger Dyason Road, Pretoria West;
- JP Morgan, 1 Fricker Road, corner Hurlingham Road, Illovo; and
- Mercantile Registrars Limited, 10th Floor, 11 Diagonal Street,
Johannesburg.
Pretoria
26 November 2001
Financial adviser and sponsor
JP Morgan
Independent technical adviser
SRK Consulting
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Independent reporting accountants and auditors
KPMG
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
Investor relations
College Hill
Information agent
Georgeson Shareholder
