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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 />

98

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