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Wed 17 Dec 2003, 10:17 Announcement and withdrawal of cautionary announce
Iscor Limited - Announcement and withdrawal of cautionary announcement.         
  Iscor Limited                                                                   
  (Incorporated in the Republic of South Africa)                                  
  (Registration number 1989/002164/06)                                            
  Share code: ISC               ISIN: ZAE000037453                                
  ("Iscor")                                                                       
  Announcement of:                                                                
  - remuneration earned by LNM Holdings NV ("LNM") in terms of the Business       
  Assistance Agreement ("BAA") dated 22 November 2001 with Iscor;                 
  - settlement of BAA remuneration in cash rather than by issue of shares;        
  - amendment of dividend policy; and                                             
  - withdrawal of cautionary announcement.                                        
  Iscor shareholders are referred to the cautionary announcement dated 12         
  December, 2003 whereby shareholders were advised that the measurement of        
  sustainable annual cost savings generated by Iscor with the assistance of LNM   
  Holdings NV up to 30 June 2003 and remuneration therefore in terms of the BAA   
  would be completed shortly. Accordingly, shareholders are referred to the       
  announcement detailed below:                                                    
  1.   Remuneration earned by LNM                                                 
  The measurement of sustainable annual cost savings generated by Iscor with the  
  assistance of LNM up to 30 June 2003 in terms of the BAA has been completed and 
  audited.                                                                        
  The savings of R388 million, measured against the index adjusted target scale,  
  entitle LNM to remuneration of R613.3 million for the period 1 July 2002 to 31  
  December 2002 which have been sustained for the period 1 January 2003 to 30 June
  2003 ("the second period") calculated at 5.77% of Iscor"s issued shares         
  immediately after the April 2002 rights issue, valued at the twenty day volume  
  weighted average Iscor share price prior to this announcement.                  
       Future BAA remuneration will depend on savings achieved during the six     
  month periods ending 31 December 2003, 30 June 2004 and 31 December 2004 each of
  which must be sustained for a further period of six months commencing           
  immediately thereafter.  The first possible future remuneration qualification   
  will be determined after measuring the sustainability of the savings for the    
  December 2003 six monthly period sometime after June 2004.                      
  2.   Settlement of remuneration due                                             
  At the time that the BAA was concluded, provision was made for settlement  
  of the BAA remuneration by way of the issue of shares due to the challenging    
  conditions facing Iscor at that time:                                           
  - Iscor had a significant debt burden;                                          
  - Saldanha Steel was experiencing technical difficulties, hindering ramp-up to  
  full production, and was incurring losses; and                                  
  - global steel prices were at historically low levels, with no clear sign of    
  improvement.                                                                    
  - Since entering into the BAA, Iscor"s financial position has improved          
  significantly.                                                                  
  Iscor now has adequate cash resources to settle the BAA remuneration being the  
  sum of R613.3 million in respect of the second period in cash without           
  prejudicing dividend payments or future growth opportunities.  Cash settlement  
  will benefit all Iscor shareholders by avoiding both immediate and permanent    
  dilution of earnings. The parties have amended the BAA agreement so as to enable
  Iscor at the election of its board of directors, subject to agreement with LNM, 
  to make payment of the BAA remuneration either by the allotment and issue of    
  Iscor shares or payment in cash.  Iscor"s board of directors has accordingly    
  approved and LNM has agreed a settlement in cash for the second period rather   
  than by issue of shares.                                                        
  3.   Amendment of dividend policy                                               
  Iscor"s current dividend policy is to distribute approximately one third of     
  headline earnings.                                                              
  The BAA remuneration will be charged against headline earnings in terms of      
  Circular 7/2002 of the South African Institute of Chartered Accountants.        
  In order to preserve a more even dividend payout pattern, Iscor"s board of      
  directors has decided that the net remuneration charge will be excluded from    
  headline earnings for purposes of determining the dividend distribution.        
  4    Withdrawal of cautionary                                                   
  Shareholders of Iscor are no longer required to exercise caution in their       
  dealings in their securities.                                                   
  Pretoria                                                                        
  17 December 2003                                                                
  Sponsor to Iscor                                                                
  Deutsche Securities (SA) (Pty) Limited                                          
  Date: 17/12/2003 10:01:03 AM Produced by the JSE SENS Department                
                                                                                  
                                                                                  
                                                                                  
  



 
 
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