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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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