Message Sam 27 Nov 2010 15:04

ZCCM-IH Announcement - Konkola Resources IPO 26 Nov 2010

ZCCM INVESTMENTS HOLDINGS PLC
[Incorporated in the Republic of Zambia]
Company registration number: 771
Share Code: ZCCM -IH
ISIN: ZM0000000037

ZCCM - IH
ANNOUNCEMENT IN RELATION TO THE PROPOSED INITIAL PUBLIC OFFERING ON THE LONDON STOCK EXCHANGE BY KONKOLA RESOURCES PLC (THE HOLDING COMPANY OF Konkola Copper Mines plc)

ZCCM Investments Holdings Plc ("ZCCM-IH") currently owns 20.6% of the total share capital in Konkola Copper Mines plc (KCM) while Vedanta Resources plc ("Vedanta") indirectly holds the other 79.4%. A new company Konkola Resources Plc ("KR") has been incorporated in England and Wales which will issue new shares to ZCCM-IH and Vedanta in exchange for their shares in KCM. Following the share exchange, KR plans to proceed with an initial public offering of its ordinary shares on the London Stock Exchange to be followed by an offering on the Lusaka Stock Exchange. KR recently made an announcement in this respect and the same is repeated below.

ZCCM-IH is an investments holdings company which is listed on the Lusaka Stock Exchange and quoted on London Stock Exchange and Euronext, and has the majority of its investments held in the copper mining sector of Zambia. The Company's shareholders are the Government of the Republic of Zambia ("GRZ") with a 87.6% shareholding and the minority shareholders residing in different parts of the world holding the remaining 12.4%.

Stakeholders seeking clarifications or having queries on the matters contained herein are hereby advised to contact the Company Secretary at the ZCCM-IH Plc offices at Mukuba Pension House , Lusaka , Zambia or via the email address [url]corporate@zccm-ih.com.zm[/url]. A further announcement will be made in due course as the matters set out herein develop.

Announcement issued by Konkola Resources Plc on 17 November 2010, Lusaka, Zambia

" KONKOLA RESOURCES PLC

ANNOUNCEMENT OF PROPOSED INITIAL PUBLIC OFFERING ON THE LONDON STOCK EXCHANGE

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Konkola Resources plc ("KR" or the "Company") in due course in connection with the admission of its ordinary shares (the "Ordinary Shares") to the Official List and trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities. Copies of the Prospectus will, following publication, be available from the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF.

Konkola Resources plc (holding company of Konkola Copper Mines plc ("KCM"), a leading Zambian integrated copper miner), today announces its intention to proceed with an initial public offering of its ordinary shares ("Ordinary Shares"). The Ordinary Shares will be offered to institutional investors in the United Kingdom and elsewhere (the "Global Offer"). Application will be made for the Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). The Company expects that it will be eligible to be considered for inclusion in the FTSE UK Index Series following completion of the Global Offer. KR wishes to provide an opportunity for Zambian investors to invest in the Company and intends to pursue a listing on the Lusaka Stock Exchange and offering of Ordinary Shares in Zambia shortly following Admission, as well as making an allocation of shares to employees.

KCM is currently a subsidiary of Vedanta Resources plc ("Vedanta"), which has an indirect 79.4% holding in KCM. The remaining 20.6% interest in KCM is owned by ZCCM Investments Holdings plc ("ZCCM-IH"), a Lusaka listed and Euronext quoted company majority owned by the Zambian Government.

KCM Highlights

    * KCM is a leading Zambian integrated copper miner, with approximately 404.8 Mt of proved and probable mineral reserves with contained copper of 6.52 Mt. It also has measured, indicated and inferred mineral resources additional to reserves of approximately 301.5 Mt with contained copper of 7.25 Mt.

    * The average grade of the reserves and resources are 1.61% and 2.40% respectively.

    * KCM is targeting a production increase to over 400,000 tpa and a reduction in C1 integrated cash costs to below US$1.00 per pound by the fiscal year ending 31 March 2014.

    * KCM operates the largest single-site copper smelter in Africa in terms of capacity (311,000 tpa), with the capability of recovering cobalt as a by-product. It was commissioned in October 2008. The Company is expected to be the second largest integrated copper producer in Africa in calendar year 2010.

    * KCM's principal assets include the Konkola and Nchanga mines and tailings leach operations. This includes the Konkola underground mine which contains proved and probable reserves with an average grade of 3.59%. The principal processing assets include the state of the art Nchanga Smelter and the Nkana Refinery with total capacities of 311ktpa and 300ktpa respectively.

    * KCM produced approximately 173,000 tonnes of copper in the fiscal year ended 31 March 2010 and approximately 113,000 tonnes of copper in the six months ended 30 September 2010.

    * In fiscal year 2010, KCM generated EBITDA of US$167.9m and US$174.1m in the six months ended 30 September 2010. Its integrated cash costs of copper production were US$1.80 per pound in fiscal year 2010. As at 30 September 2010 KCM had net debt of US$782.2m and total assets of US$2,288.6m.

    * The Company's management team has significant industry experience, having held senior positions at KCM, Vedanta and its subsidiaries, and several other leading mining companies.

    * KCM's headquarters are in Chingola, Zambia. With a total of 9,696 employees and 11,081 contracted personnel as of 30 June 2010, the Company believes that KR together with its subsidiaries (the "KR Group"), is the largest private employer in Zambia in terms of number of employees and third-party contractors.

Summary of the Global Offer and Use of Proceeds
    * The Company expects the Global Offer to comprise an issue of new Ordinary Shares and the sale of existing Ordinary Shares to institutional investors in the United Kingdom and elsewhere. Additional Ordinary Shares, of up to 15% of the Global Offer, are expected to be made available pursuant to an over-allotment option. All Offer Shares will be subscribed for, or purchased, at the offer price.

    * The Company intends to pursue a listing on the Lusaka Stock Exchange and to offer new Ordinary Shares to Zambian investors by public offering shortly following Admission.

    * The Company intends to use the expected net proceeds of the Global Offer of at least US$1.1 billion towards the funding of its capital expenditure programme, as well as to repay certain loans from, and liabilities to, the KR Group's existing shareholders and for general corporate purposes.

    * Following the Global Offer, both Vedanta and ZCCM-IH are expected to remain significant shareholders of KR, with Vedanta retaining a majority holding.

Comments

Anil Agarwal, Executive Chairman of Vedanta:
"Since we became involved with KCM in 2004, we have seen it deliver a number of landmark projects and substantially increase the Company's copper reserves. This is a testament to the technical skills, dedication and partnership approach of the management team, employees and local communities. With our partners at ZCCM-IH, our existing stakeholders and our new investors we look forward to seeing tremendous growth in the Company in the coming years, in what is undoubtedly one of the most attractive commodities and one of the premium destinations for copper production."

Kishore Kumar, Chief Executive of KR:
"KCM has some of the world's largest, high grade copper resources, substantial existing production and an industry leading, near term organic growth profile. The investment of nearly US$2bn over the last few years has created an asset base to deliver significant production growth and further cost reduction with, for example, the successful commissioning of a state of the art smelter in FY2009. Volume growth will come through both the accessing of the high grade ore at the Konkola Deep mine and the increased processing capability. Zambia provides an ideal destination for copper mining and has been the largest African copper producer for many decades. The IPO will provide investors with an opportunity to participate in the growth of this integrated and pureplay copper company with the liquidity of a London listing."

Alfred Lungu, the Chairman of ZCCM-IH who will also serve on the Board of KR, said:
"We welcome the IPO and the enhanced status this will bring to KCM, which represents one of our major investments and to the Zambian copper industry in general. We look forward to participating in the future development of Konkola Resources and to Zambian investors making direct investments in the Company through the Zambian offering. This first listing of a Zambian mining company is an important milestone in the history of Zambia, a development based on the substantial investment already made in KCM's operations. The listing will help unlock value in our portfolio and encourage further investment in Zambia."

Honourable Minister of Finance and National Planning: Dr. Situmbeko Musokotwane:
"We are delighted to support this landmark transaction for KCM which highlights the role of Zambia as the leading African copper producer and one of the world's premier mining destinations. As a stakeholder of KCM we have seen the success of its investment programme over recent years and the commitment of KCM to its partnership with the communities in which it operates and the wider Zambian population."

Key Investment Attractions

The Company believes its investment case benefits from a number of key strengths including:
    * Position as a leading Zambian copper company with substantial high grade reserves and resources

    * Integrated, well invested asset base

    * Clear path to delivering cost reduction

    * Near term production growth with track record of delivery

    * Strong management team with relevant industry expertise

    * Supportive shareholders

    * Focus on being a valued local partner, recognised for its stewardship

Strategy

KR's strategy is to produce high quality copper at globally competitive costs, and will focus on the following objectives:
    * Delivering growth through development projects and further exploration to achieve over 400 ktpa of total copper production;

    * Maintaining its focus on asset optimisation and reducing the C1 integrated cash costs to below US$1.00 per pound;

    * Continuing to pursue the highest standards of corporate responsibility in relation to people, the environment and local communities; and

    * Seeking additional growth opportunities to enhance overall value for the Company's shareholders.

Corporate Social Responsibility

The KR Group has a very strong commitment to corporate social responsibility and aims to become a role model for safety, welfare and environment stewardship.

The Company believes that the KR Group is the largest private sector employer in Zambia in terms of number of employees and third-party contractors and works to increase the specialisation and knowledge of its staff through staff development programmes. The KR Group has received internationally recognised occupational health and safety certification.

The KR Group is committed to environmental stewardship and dedicated to delivering recognised international best practice on environmental management.

The KR Group regularly engages with its stakeholders and seeks partnerships with both its host communities and Zambia as a whole through a number of social responsibility initiatives that cover community health, education, sustainable livelihoods and sports and recreation. The promotion of community health is key, through the operation of 2 hospitals, 7 community health centres and a number of clinics, offering free medical services to its employees and their registered dependants and, on a cost recovery, non-profit basis to the wider community. Initiatives include a Rollback Malaria programme, which the Company believes has greatly reduced the prevalence of malaria in the KR Group's operating areas, and an HIV/AIDS prevention programme. An eyecare programme is underway, through which the Company expects to issue around 23,000 pairs of eyeglasses free of charge to children and the elderly. The KR Group is active in the provision of education running trust schools for the families of employees and the local communities in which it operates, as well as supporting higher education. The KR Group has pledged US$17.5 million for the upgrade of Mulungushi University. The social responsibility programme extends into promoting sustainable livelihood initiatives, including improvement of water and sanitation facilities, formation of cooperatives and the support of small scale agricultural activities. The Company encourages the growth of sport in Zambia by supporting various sports and sponsoring the national soccer league in Zambia, as well as 3 of its own football clubs.

Goldman Sachs International and J.P. Morgan Cazenove are acting as Joint Sponsors in connection with the Admission of the Ordinary Shares to the Official List and as Joint Global Co-ordinators and Joint Bookrunners to the Global Offer.

Contacts

Goldman Sachs International Tel: +44 20 7774 1000
Matthew Westerman
Richard Cormack
Philip Lindop

J.P. Morgan Cazenove Tel: +44 20 7588 2828
Joe Seifert
Chris Nicholls
Laurence Hollingworth

Finsbury Tel: +44 20 7251 3801
James Murgatroyd
Gordon Simpson

The contents of this announcement, which have been prepared by and are the sole responsibility of KR, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA") by J.P. Morgan Securities Ltd. of 125 London Wall, London EC2Y 5AJ, United Kingdom and Goldman Sachs International of Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

The information contained in this announcement is restricted and is not for release, publication or distribution in or into the United States, Australia, Canada or Japan. This announcement does not contain or constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities in the United States, Australia, Canada or Japan or in any other jurisdiction.

The offer and sale of the shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration under the Securities Act or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the company and management, as well as the financial statements. There will be no public offer of the securities referred to herein in the United States.

This announcement is an advertisement and not a prospectus and investors should not subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by KR in due course in connection with the Admission of the Ordinary Shares to the Official List of the FSA. Copies of the prospectus will, following publication, be available from the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF.

KR accepts responsibility for the verification and accuracy of the information contained in this announcement.

The date of Admission may be influenced by factors such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on KR's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned.

J.P. Morgan Cazenove is a marketing name used by J.P. Morgan Securities Ltd.. J.P. Morgan Securities Ltd. and Goldman Sachs International are each authorised and regulated in the United Kingdom by the FSA, are acting exclusively for KR and no-one else in connection with the Global Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Global Offer and will not be responsible to anyone other than KR for providing the protections afforded to their respective clients nor for giving advice in relation to the Global Offer or any transaction or arrangements referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Securities Ltd. and Goldman Sachs International by FSMA or the regulatory regime established thereunder, each of J.P. Morgan Securities Ltd. and Goldman Sachs International and their respective affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification in connection with KR, the Ordinary Shares or the Global Offer. J.P. Morgan Securities Ltd. and Goldman Sachs International and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.

Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding KR's or the KR Group's intentions, beliefs or current expectations concerning, amongst other things, KR's or the KR Group's results of operations, financial position, liquidity, prospects, growth and strategies are forward-looking statements. Such forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of KR's or the KR Group's operations, financial position and liquidity, and the development of the markets and the industry in which the KR Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the results of operations, financial position and liquidity, and the development of the markets and the industry in which the KR Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in regulation, currency fluctuations (including the US dollar : Zambian kwacha exchange rates), the KR Group's ability to recover its reserves or develop new reserves, including its ability to convert its resources into reserves and its ability to complete its expansion projects, changes in its business strategy and political and economic uncertainty.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement speak only as of the date of this announcement, reflect the KR Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the KR Group's operations, results of operations, growth strategy and liquidity. Investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision. Subject to the requirements of the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules or applicable law, KR explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in KR's expectations or to reflect events or circumstances after the date of this announcement.

Each of J.P. Morgan Securities Ltd. and Goldman Sachs International and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the Global Offer, Goldman Sachs International, as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

In connection with the Global Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15% of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilising period, it is expected that Vedanta Resources Holdings Limited will grant to it an over-allotment option (the "Over-allotment Option"), pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 15% of the total number of Ordinary Shares comprised in the Global Offer (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank in full for all dividends hereafter declared, made or paid and otherwise pari passu in all respects with the Ordinary Shares and otherwise will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Global Offer and will form a single class for all purposes with the other Ordinary Shares.

Overview of the KR Group

The KR Group expects to be the second largest copper miner in Africa in calendar year 2010 with approximately 404.8 Mt of proved and probable reserves and measured, indicated and inferred mineral resources additional to reserves of approximately 301.5 Mt. It operates mines in Zambia, which has been one of the world's largest copper mining destinations. KR Group owns some of the highest grade copper deposits in the world including total proved and probable mineral reserves at the Konkola underground mine with an average grade of 3.59%. The KR Group has an extensive exploration programme which, since Vedanta took ownership, has resulted in a net increase of 112 Mt in proved and probable reserves and a net increase of 43 Mt in total reserves and resources.

The main operations of the KR Group, which are located in Zambia, consist of the following:

Konkola (in Chililabombwe):

· an underground copper mine with three production shafts; and

· a newly commissioned, operating concentrator.

Nchanga (in Chingola):

· a recently commissioned state of the art 300ktpa+ capacity smelter with a cobalt recovery furnace and a sulphuric acid plant;

· four currently operational open-pit copper mines;

· an underground copper mine served by 2 shafts;

· copper concentrators comprising two main processing units;

· a tailings leach plant ("TLP") with associated solvent extraction electrowinning ("SX-EW") facilities; and

· refractory ore stockpiles containing approximately 147.2 million tonnes of probable copper reserves and accumulated tailings containing approximately 76.6 million tonnes of proved and probable copper reserves, in each case as of 31 March 2010.

Nkana (in Kitwe):

· The KR Group operates a copper refinery at Nkana.

The KR Group's headquarters are in Chingola, Zambia. With a total of 9,696 employees and 11,081 contracted personnel as of 30 June 2010, the Company believes that the KR Group is the largest private employer in Zambia in terms of number of employees and third-party contractors.

KR believes it has well invested production facilities. Following recent investment in its assets of US$1.8bn the KR Group believes it is well positioned for near term production growth, with a three fold increase in integrated production forecasts from 173 kt production in FY2010 to a targeted exit capacity of 400+ ktpa in FY 2012.

KCM is targeting a reduction in C1 integrated cash costs to below US$1.00 per pound by the fiscal year ending 31 March 2014.

In FY 2010 KCM reported revenue of US$1.08bn (increase of 39.9%); EBITDA of US$167.9m; Operating profit of US$49m and profit before tax of US$16m.

Relationships with the Vedanta Group and ZCCM-IH

Prior to completion of the Global Offer, Vedanta Resources Holdings Limited, a wholly owned indirect subsidiary of Vedanta, will hold 79.4% of the issued and outstanding Ordinary Shares of the Company. Immediately following the Global Offer, it is expected that Vedanta, through one or more subsidiaries, will remain a significant shareholder of KR. Vedanta is expected to be the controlling shareholder of the KR Group. The KR Group will also have access to the Vedanta Group for the provision of a number of services. The relationship between Vedanta and KR will be governed by a relationship agreement, which will ensure that KR is capable of carrying on its business independently of the Vedanta Group and that transactions and relationships with the Vedanta Group are at arm's length and on normal commercial terms.

Prior to completion of the Global Offer, ZCCM-IH will hold 20.6% of the issued and outstanding Ordinary Shares of the Company. Immediately following the Global Offer, it is expected that ZCCM-IH will remain a significant shareholder of KR. The relationship between ZCCM-IH, Vedanta and KR will be governed by a separate relationship agreement, which will ensure that transactions and relationships with ZCCM-IH and members of the ZCCM-IH group are at arm's length and on normal commercial terms.

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26 November 2010
Lusaka , Zambia
Sponsoring Broker
STOCKBROKERS ZAMBIA LIMITED
Tel : + 260 211 232455 : info@stockbrokerszambia.com.zm
[MEMBER OF THE LuSE and REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION OF ZAMBIA]
FIRST ISSUED ON 26 November 2010
The nformation is provided by RNS
The company news service from the London Stock Exchange

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