VEDANTA
PAYS $48M FOR KONKOLA MINES
Vedanta Resources, the London-listed metals and mining group,
has announced the acquisition of the 51% controlling stake in
Konkola Copper Mines (KMC) in Zambia for a total cash consideration
of $48.2m.
The company in
a statement said the agreement is conditional on the approval
of the shareholders of Zambia Copper Investments (ZCI) and
is expected to be completed by end-October.
"Our immediate
task will be to stabilise the existing assets and enhance
production," Vedanta Resources' chief executive officer
Anil Agarwal said in a press statement issued on Friday.
According to him,
the outlook for copper demand remains positive over the medium
term.
The acquisition
will put Vedanta in the league of the five largest producers
of refined copper.
With KMC under
its fold Vedanta's refined copper capacity will now be over
five lakh tonnes. Sterlite Industries, its Indian subsidiary,
produces three lakh tonnes of copper, while KMC presently
produces two lakh tonnes.
KMC is currently
58% owned by ZCI, which is listed on the JSE Securities exchange
South Africa, while 42% is owned by ZCCM Investments holding
(ZCCM), a company listed on the Lusaka Stock Exchange in Zambia.
ZCCM is 87.6% owned
by the Government of Zambia and 12.4 % by public shareholders.
The deal with the
Government of Zambia includes subscription to $25m of new
ordinary shares, representing 51% of the enlarged issued share
capital of KMC by Vedanta.
Following this
issue, ZCI's shareholding in KMC will be diluted to 28.4%
and ZCCM's shareholding will be diluted to 20.6%.
Vedanta has also
agreed to pay $23.2m to ZCI, made up of an initial payment
of $2.3m, with the remaining $20.9m payable in equal instalments
over four years from December, 31 '05. Vedenta will obtain
operating, management and board control of KMC and will appoint
the CEO and chairman.
KMC's assets consist
of three mines, a leaching plant and a smelter, which are
located in the Zambian copper belt in northwest Zambia. The
Konkola mines are underground with reserves of 21 million
tonnes (mt) at 3-4% copper.
Nchanga has both
an open pit and an underground mine with reserves of 28mt
at 1.7% copper and 18mt at 2.7 % copper, respectively.
The leaching plant
at Nchanga has a capacity of one lakh tonnes per annum, while
the Nkana smelter and refinery have a capacity of 1.8 lakh
tonnes.
With this acquisition,
Vedanta now controls one of the largest reserves in the world.
Vedanta, however,
has the right to exit KMC at any time after December 31, '07,
subject to a 12-month notice period.
Vedanta is required
to meet its obligation to cover any cash flow shortfalls during
the notice period and to make a payment equivalent to the
budgeted capital expenditure for that period.
The deal includes
an undertaking by Vedanta to underwrite and fund any cash
shortfalls at KMC, to an aggregate limit of $220m over a nine-year
period from the completion of the transaction.
Associated with
the Konkala mine are substantial deeper level resources containing
estimated resources of around 250mt at 3.8% copper.
Vedanta has agreed
to evaluate these deeper resources by December 31, '06 and
will contribute $1m towards the cost of the feasibility study.
According to the
press release, neither Vedanta nor KCM is required to undertake
an expansion project.
The release further
states that, "Should the KMC board determine to proceed
with further development of the deeper level resources at
Konkola, Vedanta will be responsible for securing the necessary
funding."
If such a project
has not been implemented, and the life of the existing mines
has not been extended by five years or more, December 31,
'09, ZCI and ZCCM have the option of buying Vedanta's stake
at a fair market value.
The Vedanta board,
however, has assessed the investment in KCM without assuming
any development of or benefit from the potentially-substantial
resources in the deeper levels at Konkola.
Further, in the
event that KMC meets certain production targets, or the development
of the deeper resources at Konkola, Vedanta has a call option
over the shares held in KCM by ZCI.
The exercise of
this call option, at a fair value, would bring Vedanta's interest
in KCM to approximately 79%.