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Agenda
Transaction Overview and Rationale Sesa Sterlite Indias Natural Resources Major Transaction Summary and Approvals
Summary Appendix
Transaction Highlights
Creation of Sesa Sterlite: expected to be 7th largest global diversified natural resources major 1
Consolidation and simplification of Group structure Significant synergies expected: up to c.INR 1,000 Crore ($200m) p.a.
1) Ranked by EBITDA in the twelve months ended December 2011 from public filings
Vedanta Resources
79.4%
58.3%
Sesa Sterlite
ZincLeadSilver
HZL Zinc Intl
Iron Ore
Sesa Goa WCL
Copper
Aluminium
BALCO VAL
Power
Cairn India
Tuticorin CMT
BALCO
MALCO
Note: Shareholding based on basic shares outstanding
Teck
Sesa Sterlite2
23.8
5.5
5.3
2.7
2.4
8.8x
ENRC
Median P/E
14.6
3.6
2.2
6.8x
8.4x
O&G
Coal
Zinc-lead
Aluminium
Iron ore
Ferroalloys
Copper
Other
Base metals
Corporate
Improves capital structure Improves allocation and cost of capital Financial Enhances fungibility of cash
Delivering Synergies
Operational
Procurement
Economies of scale Leveraging technical expertise
Up to
c.INR 1,000 Cr /
$200m p.a.
Corporate
Agenda
Transaction Overview and Rationale Sesa Sterlite Indias Natural Resources Major Transaction Summary and Approvals
Summary Appendix
10
World-class asset portfolio with low cost structure and proximity to high-growth markets
Diversified earnings and cash flows
(kt)
Zinc-Lead Aluminium
Silver Power
Copper
FY'10-11
FY'11-12
FY'12-13
FY'13-14
FY'14-15
25% 20%
15% 10%
5% 0% Sesa Sterlite Vale GlencoreXstrata BHP Billiton Rio Tinto Anglo American
Growth Capital Largely Invested c.2x Capacity Growth Expected in the Next 3 Years
1) All metal and power capacities rebased to copper equivalent (defined as production x commodity price / copper price) using commodity prices as at 14 February 2012. Copper custom smelting capacities rebased at TC/RC for H1 FY2012 2) Sesa Sterlite based on year-end capacity growth, peers based on equity research production estimates. Converted into copper equivalent at spot prices
11
South Africa
Zinc-lead-silver
Black Mountain Gamsberg
Debari smelter Chanderiya smelters Rampura-Agucha mine Rajpura mine / smelter Zawar mine Sindesar Khurd mine Vizag zinc smelter
Namibia
Zinc-lead-silver
Skorpion
Ireland
Zinc-lead-silver
Lisheen
Liberia
Aluminium
Lanjigarh alumina refinery Jharsuguda smelter Korba smelter and power plant BALCO coal block
Iron ore
Western Cluster
Iron ore
Australia
Copper
CMT
Power
Copper
Sri Lanka
12
Iron ore
India & Liberia
Copper
Copper India
Aluminium
VAL & BALCO
Power
India
Strategically
located largescale assets
Largest integrated
zinc-lead producer globally growing from 1mt to 1.5mt
3.8 GW to 8.6 GW
(3.9 GW commercial)
36mtpa capacity
expansion: Goa 27mt, Karnataka 9mt
Total aluminium:
0.75 mtpa to 2.3 mtpa
Operates ~20% of
Indias domestic crude oil production
400ktpa
expansion pending approval along with additional 160 MW captive power
On track to
become a worldleading silver producer capacity of 16Moz by FY 2012
VAL alumina: 1
mtpa to 5 mtpa
West-Africa - an
emerging iron ore hub
Near-term growth
to 260+ kboepd driven by Rajasthan
211 mt captive
coal block at BALCO
Gamsberg - one of
the largest undeveloped zinc deposits: 186 mt at 6.9% grade
Targeting first
shipment in FY 2014
Large reserve
base provides further upside
13
Tax contribution to exchequer of c.INR 11,500 Crore ($2.5bn)1 in FY 2011 1.5% of countrys total
collection
Contributed 1.7% to countrys total income tax collection Raised c.INR 62,500 Crore ($12.5bn) capital overseas for investment in India
Environmental and social responsibility
Green energy: 273 MW wind power capacity (INR 1,500 Crore invested) Educational, healthcare and community programmes covering 2.7m people across 548 villages2
14
5% 14%
5%
Iron ore 17%
9% 67%
100 %
Silver 4%
Zinc-lead 29%
$0.9bn
$2.4bn
Oil & Gas Zinc-lead Silver
$5.3bn
Copper Aluminium Energy Iron ore
15
Cairn India
2.5
2.0
2.0 1.6
1.5x
25.6x
0.5
16
Management Team
Dilip Golani Director - Management Assurance Akhilesh Joshi CEO, Hindustan Zinc Zinc-India
17
Agenda
Transaction Overview and Rationale Sesa Sterlite Indias Natural Resources Major Transaction Summary and Approvals
Summary Appendix
18
Transaction Summary
1 Consolidation of Sesa Goa, Sterlite, VAL and MALCO to form Sesa Sterlite
Sesa Goa to issue 3 shares for every 5 shares in Sterlite1 Sesa Goa issues 72m shares to Vedanta for its 70.5% interest in VAL (2.4% of Sesa Sterlite) Sesa Goa issues 79m shares to the shareholders of MALCO (2.7% of Sesa Sterlite) reflecting MALCOs 3.6% ownership in Sterlite and its power assets
The transfer of Vedantas 38.8% in Cairn India (at cost of $1) and associated $5.9bn debt to Sesa Goa
Note: For a more detailed description of the transaction dynamics see appendix slides 31-36 1) ADS holders of Sterlite will receive ADSs in Sesa Sterlite
19
Transaction Economics
Methodology
Independent valuations
Valuation Summary
Sesa Goa / Sterlite exchange ratio of 0.60x VAL equity value (100%) of INR 2,332 Crore ($473m) MALCO equity value of INR 1,790 Crore ($363m)
Grant Thornton India LLP and KPMG India Private Limited Methodology based on discounted cash flows, market value and asset value
Sesa Goa Board from Citigroup Global Markets India Private Limited Sterlite Board from DSP Merrill Lynch Ltd
Fairness opinion
0.5x
0.0x Feb-11
May-11
Aug-11
Nov-11
Feb-12
20
Scale
Sesa Goa Shareholders Entity Sesa Goa Western Cluster (Liberia) Cairn India HZL Pre 100.0% 51.0% 20.1% Post 29.3% 14.9% 17.3% 19.0%
Diversification
Reduces volatility of earnings while giving Sesa Goa exposure to world class assets and growth across different commodities
Share in up to c.INR 1,000 Crore p.a. of expected synergies
Synergies
Financial Strength
Strong balance sheet and lower cost of capital to deliver superior growth and returns
Accretive
MALCO SEL
21
Scale
Diversification
Diversifies Sterlite, gaining exposure to world class iron ore and oil and gas assets
Share in up to c.INR 1,000 Crore ($200m) p.a. of expected synergies Strong balance sheet and lower cost of capital to deliver superior growth and returns
HZL
Skorpion & Lisheen Black Mountain Sterlite Copper Australia Copper VAL
64.9%
100.0% 74.0% 100.0% 100.0% 29.5%
44.2%
68.0% 50.3% 68.0% 68.0% 68.0%
Synergies
BALCO
SEL MALCO Sesa Goa
51.0%
100.0% -
34.7%
68.0% 68.0% 68.0% 34.7% 40.1%
Financial Strength
Accretive
22
Group Structure
Vedanta economic interest Pre 37.7% 58.0% 42.9% 55.1% 28.1% 49.9% 58.0% 58.0% 79.4% 87.6% 29.6% 58.0% 94.8% Post 37.8% 58.3% 43.1% 58.3% 29.7% 34.3% 58.3% 58.3% 79.4% 58.3% 29.7% 58.3% 58.3%
Funding Efficiency
Better alignment of assets and liabilities and lower cost of capital as debt service is reduced Share in up to c.INR 1,000 Crore ($200m) p.a. of expected synergies
Synergies
Accretive
23
9,000
6,000 3,000
(2,788)
Debt transferred to Sesa Sterlite; guarantee continued by Vedanta
3,750 (3,113)
Bank Debt
Bond
Convertible
Pre-Transaction
1) Maturity Profile as of 31 December 2011 2) Convertibles of $883mm due in FY2017 (with a put option in April 2013) and convertibles of $1,250mm due in FY2017 (with a put option in July 2014) are included under FY 2017+
24
Transaction Approvals
1
Indian regulatory
High Courts in India and Supreme Court of Mauritius for interconditional scheme of arrangement
Sesa Goa, Sterlite, VAL, MALCO and SEL shareholder approvals
Requires >75% by value and >50% by number of those present and voting
The transfer of Vedantas interest in VAL to Sesa Goa will require approval from the Foreign Investment Promotion Board in India
UK regulatory
25
Agenda
Transaction Overview and Rationale Sesa Sterlite Indias Natural Resources Major Transaction Summary and Approvals
Summary Appendix
26
Summary
Creation of Sesa Sterlite: expected to be 7th largest global diversified natural resources major 1
Industry leading growth profile and world class assets Simplifies group structure
1) Ranked by EBITDA in the twelve months ended December 2011 from public filings
27
Agenda
Transaction Overview and Rationale Sesa Sterlite Indias Natural Resources Major Transaction Summary and Approvals
Summary Appendix
28
Transaction Timetable
Event
BSE and NSE approval sought Competition Commission approval sought Foreign Investment Promotion Board approval sought BSE and NSE approval Vedanta posting of UK circular Competition Commission approval Application to High Court in India and Supreme Court of Mauritius Vedanta EGM Scheme documents posted to shareholders Sesa / Sterlite / MALCO EGM Foreign Investment Promotion Board approval High Court of India and Supreme Court of Mauritius approval Other required approvals Transaction completion
Expected date
March 2012 March 2012 March 2012 April 2012 April 2012 April 2012 April 2012 May 2012 May 2012 June 2012 June 2012 September 2012 CY 2012 CY 2012
29
79.4%
70.5% 29.5%
54.6% 3.6%
94.8%
55.1% 20.1%
38.8%
VAL
Sterlite
MALCO
Sesa Goa
Cairn India
51%
51.0%
64.9%
100%
74%
100%
100%
Zinc-India (HZL)
Black Mountain
Sterlite Energy
Zinc-International
Listed entities
Unlisted entities
30
Iron Ore (Sesa Goa) Copper Smelting (Tuticorin) Power (2,400MW Jharsuguda)
58.9%
64.9%
100%
51%
100%
100%
51%
100%
Cairn India
Zinc-India (HZL)
Option to increase stake to 94.4%
Listed entities
Note: Shareholding based on basic shares outstanding
Unlisted entities
31
Shareholders
Shareholders
In consideration, Sesa Goa to issue shares to the shareholders of Sterlite based on the share swap ratio Sesa Goa would be required to issue ADSs to the existing ADS holders of Sterlite
Issue of shares
Sterlite
Sesa Goa
Merger
FCCB conversion price/entitlement ratio to be adjusted based on the share swap ratio
32
Vedantas stake in VAL will be consolidated in Sesa Sterlite through merger of Ekaterina Limited (Ekaterina), a 100% subsidiary of Vedanta in Mauritius, with Sesa Goa In consideration, Sesa Goa will issue shares to the shareholders of Ekaterina based on the share swap ratio
Ekaterina
Merger 70.5%
Sesa Goa
VAL
29.5% + 70.5%
33
Shareholders
100% Sesa Sterlite 100% VAL
No shares issued on demerger VAL being wholly-owned subsidiary of Sesa Goa (post Step 1(a) and 1(b))
Power business
Aluminium business
34
Shareholders
Shareholders
In consideration, Sesa Goa to issue shares to the shareholders of MALCO based on the share swap ratio Shares held by MALCO in Sterlite will get extinguished on merger
Issue of shares
MALCO
Sesa Goa
Power plant of MALCO will be transferred to VAL as part of the same Scheme
Merger
35
In consideration, no shares to be issued as SEL will be a wholly owned subsidiary of Sesa Goa (post step 1(a))
Sesa Sterlite
100%
Merger
SEL
36
VRHL
Currently, Vedanta holds a 38.8% stake in Cairn India through two subsidiaries, Twinstar Energy Limited (TEL) and Twinstar Mauritius Holdings Ltd. (TMHL) TMHL had acquired a stake in Cairn India by borrowed funds from Vedanta and banks
100%
55.1%
Sesa Goa
100%
Bloom
TEL
100%
Bloom Fountain Limited (Bloom), a wholly-owned subsidiary of Sesa Goa, shall acquire shares in TEL
TMHL
20.1%
Cairn India
38.8%
37
Net debt
Entity
Sesa Goa
$mm
4,013
INR Crore
19,759
$mm
867
INR Crore
4,272
Vedanta
55.1%
Minorities
44.9%
Vedanta
16.2%
Minorities
13.2%
$4.62
Sterlite 9,310 $2.77
INR227
45,850 INR136 (1,864) (9,183) 3,361 2,017 54.6% 45.4% 37.2% 30.9%
MALCO
VAL
363
3332
1,790
1,6442
(38)
3,999
(187)
19,695
79
72
94.8%
70.5%
5.2%
29.5%
2.5%
2.4%
0.1%
-
Cancellation Sterlite shares held by MALCO Net cash Cairn India Cairn India acquisition debt New Sesa Sterlite
(332) 13,687
(1,634) 67,409
(72) 2,965
100.0% -
58.3%
(2.5%) 41.7%
Note: Shareholding based on basic shares outstanding 1) Equity value based on Sesa Goa closing share price on 24 February 2012 2) Value of Vedantas 70.5% stake in VAL
38
4,413 141
4,272 (201)
12,363 21,546
(9,183) (1,824)
1,252 7,710
(6,458) (639)
19,892 197
19,695 2,031
0 187
(187) (25)
66,717 29,781
36,936 976
Key Credit Ratios Net Debt / EBITDA 1.0x 30.6% (20.9x) (0.9x) (20.3%) (5.8x) (0.7x) (14.0%) (15.0x) 39.6x NM 0.2x (3.7x) (26.6%) (2.0x) 1.5x 50.2% 25.6x
Note: Pro forma financials in the twelve months ended December 2011. Market data as of 24 February 2012 1) VAL, MALCO and Cairn India fully consolidated into Sesa Sterlite 2) Sterlite FCCB conversion price/entitlement ratio to be adjusted based on share swap ratio 3) EBITDA / Net Interest
39
Vedanta Plc
Sesa Sterlite
5.8
0.1
KCM
4.8
3.1 1.8
3.7
0.6
3.0
0.1
3.0
2.3 2.8
3.1
0.3
0.8
<1 Yr
1-2 Yr
2-5 Yr
>5 Yr
1) Maturity profile as of 31 December 2011 2) Numbers are shown at face value on debt. Numbers on IFRS basis 3) Convertibles of $883mm due in FY2017 (with a put option in April 2013) and convertibles of $1,250mm due in FY2017 (with a put option in July 2014) is included under >5 Yr
40