100th Annual Report 2006-2007 - Tata Steel
100th Annual Report 2006-2007 - Tata Steel
100th Annual Report 2006-2007 - Tata Steel
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Management Discussion and Analysis<br />
As the process got extended, the Panel on Takeovers and<br />
Mergers in the UK (the Panel) set a deadline of 30th January,<br />
<strong>2007</strong> as the final date by which <strong>Tata</strong> <strong>Steel</strong> and CSN could<br />
revise their offers for Corus Group plc. The Panel subsequently<br />
announced in January <strong>2007</strong> that in order to provide an orderly<br />
resolution to this competitive situation, an auction process<br />
would be held on 30th January, <strong>2007</strong> to establish final bids<br />
from both <strong>Tata</strong> <strong>Steel</strong> and CSN. This auction process began in<br />
the evening of 30th January (Indian time) and ended in the<br />
early hours of 31st January, <strong>2007</strong> (Indian time) when the Panel<br />
announced that <strong>Tata</strong> <strong>Steel</strong> has won the auction to acquire Corus<br />
at a price of 608p per share.<br />
The Board of Corus subsequently recommended the <strong>Tata</strong> <strong>Steel</strong><br />
offer to its shareholders who voted to approve <strong>Tata</strong> <strong>Steel</strong>’s<br />
Scheme of Arrangement, at an Extra-Ordinary General Meeting<br />
held on 7th March, <strong>2007</strong>. Corus’ shares were subsequently<br />
suspended from trading on each of the London, New York and<br />
Amsterdam Stock Exchanges and the Scheme became effective<br />
on 2nd April, <strong>2007</strong>.<br />
b) Corus Financing Structure<br />
The financing structure of the Corus transaction as on date is<br />
given below:<br />
<strong>Tata</strong> <strong>Steel</strong> Limited<br />
100%<br />
India<br />
Rs. 11,750 crores (USD 2.7 billion) (funded by a mixture of its own<br />
cash resources and syndicate loans) to <strong>Tata</strong> <strong>Steel</strong> Asia Holdings<br />
Pte. Ltd. (TSAH). TSAH raised bridge loans of Rs. 10,900 crores<br />
(USD 2.5 billion) and Tulip UK Holdings raised a mezzanine<br />
loan of Rs. 2,600 crores (USD 0.6 billion) which was invested<br />
by way of equity in <strong>Tata</strong> <strong>Steel</strong> UK Ltd. To finance the balance of<br />
the consideration due under the acquisition, <strong>Tata</strong> <strong>Steel</strong> UK Ltd.<br />
(through its wholly owned subsidiary, Tulip Finance Netherlands<br />
BV) raised senior debts of Rs. 17,400 crores (USD 4.0 billion) and<br />
Mezzanine bridge of Rs. 13,500 cores (USD 3.1 billion). These<br />
loans were raised without recourse to <strong>Tata</strong> <strong>Steel</strong>.<br />
At the Board Meeting held on 17th April, <strong>2007</strong>, <strong>Tata</strong> <strong>Steel</strong>’s<br />
Board approved the long term funding arrangement for the<br />
acquisition of Corus as per details given below:<br />
Rs. crores<br />
USD billion<br />
Equity Capital from <strong>Tata</strong> <strong>Steel</strong> Ltd. 17,850 4.10<br />
Quasi - Equity / long term<br />
funding<br />
Total Equity and Quasi-Equity<br />
contribution (a)<br />
Non-recourse long-term debt at<br />
Corus (b)<br />
11,570 2.66<br />
29,420 6.76<br />
26,730 6.14<br />
Total (a+b) 56,150 12.90<br />
<strong>Tata</strong> <strong>Steel</strong> Asia Holdings Pte. Limited<br />
100%<br />
Tulip UK Holdings<br />
100%<br />
<strong>Tata</strong> <strong>Steel</strong> UK Limited<br />
100%<br />
Corus Group plc<br />
Singapore<br />
United Kingdom<br />
United Kingdom<br />
United Kingdom<br />
The Company proposes to infuse USD 4.1 billion as equity<br />
to part finance the transaction. The equity will comprise of<br />
USD 700 million from internal generation, USD 500 million of<br />
external commercial borrowings, USD 640 million from the<br />
preferential issues of equity shares to <strong>Tata</strong> Sons Ltd. in <strong>2006</strong>-<br />
07 and <strong>2007</strong>-08, USD 862 million from a rights issue of equity<br />
shares to the shareholders, USD 1000 million from a rights<br />
issue of convertible preference shares and about USD 500<br />
million from a foreign issue of equity-related instrument.<br />
The above financing structure is being re-organised to achieve<br />
fiscal unity in Netherlands and consequent tax efficiencies.<br />
c) Corus Financing<br />
On 2nd April, <strong>2007</strong>, <strong>Tata</strong> <strong>Steel</strong> completed its acquisition of<br />
Corus Group plc (Corus) at a price of 608p per ordinary share<br />
in cash. The net funding requirement for the acquisition of<br />
Corus was Rs. 56,150 crores (USD 12.90 billion). The acquisition<br />
was initially funded by a cash contribution by <strong>Tata</strong> <strong>Steel</strong> of<br />
F) Review of Operations – <strong>Steel</strong> Division<br />
This year witnessed the best ever production of hot-metal<br />
(5.55 million tonnes, an increase of 7.3% as compared to 5.18<br />
million tonnes in the previous year), crude steel (5.05 million<br />
tonnes, an increase of 6.7% as compared to 4.73 million tonnes<br />
in the previous year) and saleable steel (4.93 million tonnes,<br />
an increase of 8.3% as compared to 4.55 million tonnes in the<br />
previous year).<br />
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