Offer for North Limited

Anglo American PLC 21 July 2000 Anglo American plc announces Offer for North Limited Anglo American plc ('Anglo American') announces a recommended takeover bid for North Limited ('North'). Mitsui & Co., Ltd. ('Mitsui'), Nippon Steel Corporation ('Nippon') and Sumitomo Metal Industries, Ltd. ('Sumitomo'), North's joint venture partners in Robe River Iron Ore Associates ('RRIA'), have indicated their strong support for Anglo American's offer for North. The North Board has indicated it will unanimously recommend this bid to its shareholders. The offer price is A$4.20 per share in cash, equivalent to a market capitalisation of A$3.1 billion (US$1.8 billion). In addition, prior to the closing of the offer, North will declare and pay a fully franked dividend of A$0.05 per share to existing shareholders. For the fiscal year ended 30 June 1999 North reported attributable losses of A$26 million (US$15 million) after abnormal charges of A$141 million (US$82 million). For the nine months ended 31 March 2000, North reported attributable profits of A$372 million (US$216 million), after abnormal profits of A$270 million (US$157 million). As at 31 December 1999, North reported net assets of A$2.1 billion (US$1.2 billion). The transaction represents a key strategic move for Anglo American to enter the iron ore industry. North is a leading expert in low-cost iron ore mining with a significant presence in both Western Australia and Canada. Following the acquisition of North, Anglo American will rank as the No. 4 global producer in the iron ore seaborne trade, with opportunities to grow further through a global iron ore alliance with Mitsui. 'The expansion of our mining and natural resources operations and the application of our mining expertise across commodities where we can add value is a key element of Anglo American's growth strategy', said Tony Trahar, the CEO of Anglo American. 'We identified the global seaborne iron ore industry as a strategic target some five years ago and this acquisition increases our exposure to long-life, low-cost ore bodies in a less cyclical commodity with attractive growth prospects. The transaction is accretive to earnings from Year 1. The increase in gearing brings us within our target gearing ratio of 25 per cent. - 30 per cent. and meets our return on equity hurdles on the basis of conservative commodity price, cost of capital and real discount rate assumptions.' The iron ore industry shares many common customers with Anglo American's existing operations, including Mitsui, Nippon and Sumitomo. According to James Campbell, Chairman of Anglo American's Coal and Base Metals Divisions, 'The acquisition of North gives us access to world class iron ore assets and creates the opportunity to further develop our position through the development of a global iron ore alliance.' Anglo American, Mitsui, Nippon and Sumitomo have agreed in principle a strategic partnership to accelerate and expand development of RRIA's West Angelas deposit, a major new source of high quality iron ore in the Pilbara region in Western Australia. A binding agreement to construct a third railway in the Pilbara already exists between North and its RRIA joint venture partners. Anglo American will ensure that North fulfills its obligations under this agreement. Discussions are also underway which are expected to lead to a restructuring of the ownership of the new railway line from that currently agreed. In terms of these discussions, RRIA will remain the operator of the railway, which will be funded in part by RRIA, in which North currently holds a 53 per cent stake, with the balance funded by the Japanese side. The participation by the Japanese parties in the financing of the railroad will be in addition to their existing commitments to the railroad as joint venture partners in RRIA. Furthermore, Anglo American will receive strong support from Nippon and Sumitomo for additional iron ore supply contracts from the Japanese steel industry for both the West Angelas development and the extension of existing supply agreements from RRIA's Pannawonica mine. The benefits of the additional Japanese participation in the railroad and the new supply contracts are unique to Anglo American. Anglo American is separately negotiating additional supply contracts with Japanese counterparties in other commodities, thereby enhancing Anglo American's relationship with Japanese customers across multiple business areas. Anglo American notes that North's non-iron ore assets in copper, uranium, zinc and forest products have a strong overlap with existing Anglo American operations and expertise. Anglo American's offer is subject to certain conditions, including Anglo American acquiring more than 50 per cent. of North shares and receiving approval from the Australian Foreign Investment Review Board. The conditions are outlined in the attachment to this release. Anglo American's Bidder's Statement will be lodged as soon as possible. Anglo American will make the offer through a wholly-owned Australian subsidiary. The acquisition will be financed through new borrowing facilities arranged by Anglo American. Anglo American is being advised by Credit Suisse First Boston. Legal advisers are Freehills. Anglo American is a leading mining and natural resources company with its primary listing in London and secondary listings in Johannesburg and Switzerland. Anglo American's mining assets include interests in AngloGold, the world's largest gold producer, Anglo Platinum, the world's largest primary producer of platinum, De Beers, the world's largest producer and marketer by value of gem diamonds, Anglo Coal, one of the world's largest private sector coal producers as well as a substantial spread of base metal operations and projects. Anglo American also has significant interests in industrial minerals, ferrous metals and forest products and packaging activities. Anglo American's activities in Australia include coal mines being acquired from Shell, interests in Anaconda Nickel and in manganese, and, through AngloGold, Acacia Resources. Ends Inquiries to: Anglo American plc Tony Lea - Finance Director +44 20 7698 8888 Edward Bickham - External Affairs +44 20 7698 8888 James Campbell - Chairman, Coal and Base Metals Divisions +27 11 638 3539 Anne Dunn - Investor Relations +27 11 638 4730 Credit Suisse First Boston Simon Prior-Palmer - London +44 20 7888 8888 Rob Stewart - Melbourne +61 3 9280 1666 Conditions of Anglo American plc's Takeover Bid 1. FIRB and all other necessary regulatory approvals. 2. A minimum acceptance condition of not more than 50.1 per cent. 3. That during the period from the date of this document until close of the offer period under Anglo American's Takeover Bid: (a) no material adverse change occurs to, or is announced or otherwise becomes public, in the business, financial or trading position, assets or liabilities or profitability of North and its subsidiaries taken as a whole; (b) North does not incur or commit to incur an amount of capital expenditure in excess of A$100 million other than: (i) capital expenditure that has previously been announced as intended to be incurred or committed; (ii) capital expenditure which relates to the West Angelas Development or the business of Iron Ore Company of Canada; or (iii) capital expenditure in the day to day operating activities of the business of North and its subsidiaries conducted in the same manner as before the date of this document; (c) North does not acquire or dispose of any asset or business, or enter into any corporate transaction, which would involve a material change in: - the manner in which North conducts its business; - the asset base of North; or - the nature or extent of the liabilities of North. Capital expenditure which may be incurred or committed to without breaching paragraph (b) shall be taken not to constitute a breach of this condition; (d) none of the events referred to in Section 652C(1) or (2) of the Corporations Law occurs in relation to North other than: - the payment of a fully franked dividend of five cents per North Share to the shareholders of North during the offer period of Anglo American's Takeover Bid; - the issue of North Shares as a result of the exercise of options to subscribe for North Shares granted under the North Share Option Incentive Plan; - the issue of North Shares to non-executive directors under the North Non-Executive Directors' Share Scheme; and - the awarding of not more than 2,500,000 Rights (within the meaning of the North Incentive Share Scheme for Senior Executives ('ISSSE')) as required by the ISSSE to a person in favour of whom a Notional Maximum Allocation (within the meaning of the ISSSE) was made before the date of this document. 4. That between the date of this document and the date on which the offer period under Anglo American's Takeover Bid closes, the ASX (200) Index as calculated by Australian Stock Exchange Limited does not close below 2800 for 5 or more consecutive trading days.
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