_ Filed by Newmont Mining Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Normandy Mining Limited
Commission File No. 132-00965
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
The following contains forward-looking information and statements about Newmont
Mining Corporation, Franco-Nevada Mining Corporation Limited, Normandy Mining
Limited and the combined company after completion of the transactions that are
intended to be covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. These
statements include financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding
future performance. Forward-looking statements are generally identified by the
words "expect," "anticipates," "believes," "intends," "estimates" and similar
expressions. The forward-looking information and statements in this presentation
are subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Newmont, Franco-Nevada and Normandy
Mining, that could cause actual results to differ materially from those
expressed in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include those discussed or identified
in the public filings with the U.S. Securities and Exchange Commission made by
Newmont and Normandy, and Franco-Nevada's filings with the Ontario Securities
Commission; risks and uncertainties with respect to the parties' expectations
regarding the timing, completion and accounting and tax treatment of the
transactions, the value of the transaction consideration, production and
development opportunities, conducting worldwide operations, earnings accretion,
cost savings, revenue enhancements, synergies and other benefits anticipated
from the transactions; and the effect of gold price and foreign exchange rate
fluctuations, and general economic conditions such as changes in interest rates
and the performance of the financial markets, changes in domestic and foreign
laws, regulations and taxes, changes in competition and pricing environments,
the occurrence of significant natural disasters, civil unrest and general market
and industry conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with their proposed transactions, Newmont Mining Corporation
will file a proxy statement and a registration statement with a prospectus
with the U.S. Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND THE PROSPECTUS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain free copies of the proxy statement and the
prospectus (when available) and other documents filed by Newmont with the
Commission at the Commission's web site at http://www.sec.gov. Free copies
of the proxy statement and the prospectus, once available, and other filings
made by Newmont or Normandy with the Commission, may also be obtained from
Newmont. Free copies of Newmont's and Normandy's filings may be obtained by
directing a request to Newmont Mining Corporation, Attn: Investor Relations,
1700 Lincoln Street, Denver, Colorado 80203, Telephone: (303) 863-7414.
Copies of Franco-Nevada's foreign filings may be obtained at
http://www.sedar.com.
PARTICIPANTS IN SOLICITATION
Newmont Mining Corporation and its directors, executive officers and other
members of its management and employees may be soliciting proxies from its
stockholders in connection with the transactions. Information concerning
Newmont's participants in the solicitation is set forth in Newmont's Current
Report on Form 8-K filed with the Commission on November 14, 2001, as amended.
Hinton & Associates Teleconference 10 December 2001
Hinton & Associates Media Briefing 10th December 2001
Chair: Welcome to this presentation this morning, it gives me great pleasure
to welcome Mr Wayne Murdy the President and Chief Executive Officer of
Newmont Mining in the States, and also Peerless Bond the President and
Co Chief Executive Officer of Franklin Nevada.
Before I get into the procedure this morning for announcing the
increase in the offer for Normandy I would just like to make a
qualifying statement to US regulation. During this morning's
presentation Newmont shall be discussing some forward-looking
information. You should be aware that there are risks unique to Newmont
Industry and these are risks are described in detail in its filings
with the SCC.
The information Newmont is discussing today, December 10, 2001 is
relevant for the current period. For the most up to date material
disclosure please refer to Newmont's latest SCC filings and news
releases. Thank you.
I know there are a lot of people who have come at short notice, and
there are a lot of people on the phone as a result of that and we will
be very conscious of that. Just to give you a bit of a flavour for the
process this morning I will ask Wayne Murdy and Peer to make some
comments and presentation of the increase in the offer, after that we
will take questions and answers and we hope to conclude round about
12.00 o'clock.
Without any further ado if I can ask Wayne to take it from there.
Wayne Murdy: Thank you very much Trevor, and it's a pleasure to be here this
morning. As I am sure you all saw in the press release we announced
this morning that we were increasing the offer that we're making for
Normandy Mining. We are maintaining the same exchange ratio of 0.0385
shares of Newmont for each share of Normandy but we are adding 40(cent)
Australian, in cash, to that offer. That 40(cent) piece is not
conditioned on a 90% acceptance as we had before. The offer is
conditioned on a 50.1% acceptance and we view this as a very strong
offer for Normandy, at a 15% premium to the price that Anglo had
previously announced. It is also 100% or we have doubled the amount of
cash component here.
Just a couple of quick comments here on what Normandy shareholders
receive in this transaction. Again, we think it is a very very special
company that we're forming here, this is not a company that's trying to
leave some place, this is putting together a unique investment vehicle
for people that believe in gold. We've heard all kinds of comments
about this company and we have got a couple of slides here where we
talk about the kinds of returns we have seen within Newmont, both over
the last year where we were up over 11%. This is to the date of Anglo's
offer, so these are very comparable time periods. And also over a three
year period where we have had an annualised return to our shareholders
in excess of 13% versus 4% for Anglo.
What I really want to do though is get into the positive aspects of
this. For Newmont this is an opportunity to make a strong commitment to
Australia, which is one of the great gold producing regions in the
world. We have interests in Indonesia, we have small interests in
Australia through the 50% interest in the Jingle(?) property, but it is
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Hinton & Associates Teleconference 10 December 2001
an opportunity to put a fourth leg in our stool and I will talk a
little bit about our strategy and how we see this industry and why this
is such a powerful combination.
Normandy also provides a great platform for future growth. They have a
nice backlog of projects. Newmont also has a nice backlog of projects,
and we put that together with the financial strength of Franco(?) we
think that's a great opportunity to increase and grow the company
organically in an increasing gold market.
We're committed to maintaining an Australian shareholder base and an
Australian listing and we will do that through the chess depository
interests.
As we look at this transaction, as was our original bid, I think the
vision here of the board of directors of Normandy is to be commended,
this is a recommended bid by their board. Obviously it is subject to
their fiduciary duties. Again, we already have a 20% commitment by
having the lock up agreement with Franco-Nevada, their 19.99% interest
in Normandy is committed to this project. It is committed to Newmont
long term, this commitment runs for two years past any transaction that
could be consummated here.
We expect to file our bidder statement within the week and we are
targeting this transaction to close by mid February.
Let's talk a little bit about the company that we're forming and the
creation of shareholder value that we see. As I said this is going to
be a very very special company. It is going to be a conservative
company from the standpoint of balance sheet, and the cash flow
generation that comes in as a result of the Franco royalty stream.
That's a cash flow contribution that is relatively insensitive to gold
prices.
The power of this is the three-way combination. Also coming together
here are these backlog of projects and the Australian land position
that Normandy has put together over the last 16 years. As we look at
the company it's got an incredible land position here in the gold
producing region, and that's the big attraction for us.
The company will be number one in reserves, number one in production,
number one in leverage to the gold price, $25.00 increase in the price
of gold will generate $162M pre tax cash flow. It will be a very liquid
security, we trade over $60M US a day and very strong ebida. Again
properties that generate a lot of cash.
I talked about the balance sheet strength, with a low debt to book
capitalisation ratio and good coverage ratios, strong cash position,
balanced political risk, and we will touch base on that a little bit.
Strong management organisation, bringing together various skill sets
here, it will be a North American stock and we will have a no hedging
philosophy.
If you look at this next chart what we have been seeing obviously is a
consolidation slowly taking place in the gold mining industry. This is
not a unique chart, you could look at almost any natural resource
segment and see the same thing has been happening over the last several
years. We saw it in the oil and gas industry with the formation of the
super majors which have taken place over the last three or four years.
We've seen it in iron ore, we've seen it in base metals.
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Hinton & Associates Teleconference 10 December 2001
What it does is, especially in times of low commodity prices, it allows
for better discipline within an industry, and that's the benefit here.
With this combination Newmont will clearly be in a leadership role, we
will be an unhedged producer but more importantly it provides for
substantial discipline in investment decisions that are made by the
industry.
If we look at the next chart, and I just want to talk a little bit
about our philosophy. Newmont has always believed in having relatively
few properties, but in big gold producing regions. We want to bring
scale and efficiency to the business, we don't want to have a large
number of fifty or a hundred thousand ounce producers spread around the
world. There are people who are better operators in that kind of
situation, natural owners. So a key component of this transaction as we
look at it, is the ability to add, as I referred to before, the fourth
leg of the stool here.
Newmont has an extremely strong position in northern Nevada, one of the
great gold producing regions of the world. We have over 34M ounces
there, we have been in business there for 35 years, we are going to be
in business there for many generations to come. It's a unique region of
the world, it produces strong free cash flow. This year those
operations in Nevada will produce over US$170M of free cash flow, core
asset: Nevada.
Second core asset: Yanacocha(?) which we think is the greatest gold
mine in the world. Our share of the reserves there are 19 million
ounces, it's a 38 million ounce deposit. It's a property that we don't
know how big it's going to get yet. It continues to grow, we've got
tremendous intercepts as we've drilled deeper there. It's got an
extremely long life. Right now we've got 20 year's worth of production
in just oxide near surface deposits. As we drill deeper and we get into
sulphide it's going to be a 50-year project. Tremendous asset. We
control 525 square miles around Yanacocha. Big land position, key
asset, one of the lowest cost gold producers in the world and when I
say low cost I mean in all respects, both capital and operating costs.
The third leg of the stool for us has been in Indonesia at the xxx
Mine. Huge copper gold deposit, over 12 million ounces of reserves and
over 10 billion pounds of copper. We have a 56% economic interest in
the operator of that project.
So bringing Western Australia adds balance, huge land position and that
is the key aspect of this transaction, why it appeals so much to us as
we look at the vision of this company going forward. It adds political
balance to our portfolio. We want to be able to go into places like
Indonesia and Peru but 70% of the reserves of this company will be in
AAA rated countries.
There are a lot of other properties on this slide as you can see and
some of those are strategic, we are there for strategic reasons and we
will be there for a long period of time, but there are others here that
offer opportunities for rationalisation in this industry.
As I said before, we think there is huge opportunity to add shareholder
value by doing rationalisation not just at the equity level but also at
the property level.
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Hinton & Associates Teleconference 10 December 2001
In the early 90s there was a lot of capital spend in this industry.
Capital was pretty cheap, there was lots of duplication of facilities.
We think going forward that with the larger producers you are going to
see a sense of rationalising ownership, eliminating duplication of
facilities, eliminating duplication of management in many cases, and
that's a key component here that we think that the merchant banking
skill set of Franco-Nevada brings to the table.
We are going to a bit of a tag team now, Pierre is going to come up and
make a few more comments, I'll come back and then we will wrap it up.
Pierre Lassonde: Thanks Wayne, and good morning everybody. It's a pleasure to
be back once more in Australia. Last time I was here you will remember
in the spring was when Franco-Nevada did it's deal with Normandy. At
the time, and I hope you will recall this because I am going to tell
you so, we said that after looking at Normandy's asset and after doing
our due diligence we felt that Normandy stock could be a $1.75 to $2.00
stock two years down the road if a proper strategic plan were to be put
in place to reduce debt, to rationalise the asset, to simplify the
company, to increase the transparency, to listen to US. We had a whole
series of items that we felt that if they were done that we could get
the kind of value that I just mentioned.
Indeed we sat down with the management of Normandy and we in started to
put a strategic plan along that line in effect. In full cooperation
with the Normandy management. So it is really of no surprise today to
see our three companies wanting to join together to create a company
and I'd like to just flip back to the slide before this one.
To create a company that will be absolutely unique in this business,
it's going to have a branding that is unique because not only is it
going to be the leading non hedge producer, and if you look at our
three nearest competitors: Barrack, Anglo, Plazda, they are all hedge
producers. The nearest one after that is Goldfields and it is a good
company, it doesn't have the liquidity that is really required if you
want by the large institutional investors in the world.
The great thing about Newmont is the largest most liquid capital
markets in the world are in the US, it's a fact of life, and Newmont,
the new Newmont will represent 21% by itself, 21% of the industry. Any
portfolio manager, anywhere in the world, who believes that gold is
going up or wants to hedge their S&B portfolio with a diversifier, and
I'll come into that later on and I will show you why gold is the best
diversifier of a portfolio.
The new Newmont will be the go to stock, it will have a brand name, a
cache, that no other company will have. And if you want to compare it
to the soft drink industry it will be the Coca Cola brand name, viz a
viz the other one! And Coca Cola by the way is the real thing!
I'll just flip to page 7. Wayne talked about the Newmont philosophy.
There are a couple of things here that I want to add. This new company
will have 60M acres of land under its belt, 224,000 square kilometres.
That's the size of the UK - a little country, right. With the
importance of the importance of that in the natural business
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Hinton & Associates Teleconference 10 December 2001
land is everything. One thing that I was taught very early on when I
started in this business something like 30 years ago, I'm afraid to
say, is the best place to find a mine is beside a mine and if you
happen to own the land on a trend or in the best camp of the world you
are in a preferred situation.
When you look at this industry we believe that the next stage of
rationalisation is going to be more at the property level than the
equity level. And again if you go back to the previous slide you can
see that in terms of rationalisation of the industry we are almost
there, there's not a whole lot left to rationalise. Maybe one or more
and that's it. But at the property level there is a tremendous amount
of work to be done, and there we think that having a dominant land
position in the best gold camps in the world is going to give this
company a preferred seat at the table of negotiations.
Also it's going to create significant shareholder wealth as we
rationalise this industry. In Canada for example, at the Hammelow(?)
Mine there is one mine one ore body three mills, does that make sense?
No. And you can go on and on and talk about all the camps and there are
dozens of examples like that. And you know what? If was these were
built when gold was 250-350-375-400 dollars gold. It's amazing what 275
gold will do, gives religion to this industry, which is good.
But out of that the new Newmont will get a tremendous amount of
shareholder - we will be able to generate that out of the asset that we
have in this package.
On the next slide we show the Newmont reserves against for example
Anglo. 60% of the new Newmont reserves will be in AAA rated countries,
viz a viz 35% for Anglo, that would be on a pro forma basis by the way.
A lot of people make out, talk about bigger is not necessarily better.
Certainly our competitors talked about that, and do you know what, we
happen to agree with that. However make no mistake size does matter.
Why do you think the base metal industry is consolidated into three
giant companies. Why do you think the oil and gas industry is
consolidating at the top in three, because size does matter. It matters
for your cost of capital, it matters for your liquidity, it mattes for
your debt market, it matters for where you go in the world, the people
you can attract, it does matter. And in this case here we are creating
the best gold mining company in the world, and it does matter and I
think it's going to be a great benefit to the shareholders, what we're
doing.
If you look at the next page, Newmont's production is going to be 70%
in AAA rated countries. I don't think there's any other company in that
top tier that can speak to that. That's a very powerful statement, and
again I think that what it does, it gives Newmont the ability, the new
Newmont, the ability to go in more risky places. And it's simply good
portfolio risk management. Just as portfolio managers diversify when
you're large you are able to diversify and take changes that as a
single miner two-mine company you cannot take. Size does matter.
The other place where it matters is that when you're a large company
you don't have to operate every single mine that you own. You can
afford to let somebody else operate your mine because it doesn't
matter. But if you're a one mine company and you happen not to operate
your mine, well guess what the market's going to say: well they're not
real miners, they don't operate. But when you have the scale of a
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Hinton & Associates Teleconference 10 December 2001
Newmont you don't need to, you can rationalise, you can make money out
of that, you can create shareholder value. That's important.
This slide Angle tied to the Rand. You know the real lesson here, and
we hear it from the analysts who have covered the battle between the
two of us, Anglo needs this more than Newmont. Why? Because they want
to get out of South Africa. Well if you extend that logic just one
little bit further, the Normandy shareholders are getting in South
Africa. And when you look at this the question really is why would you
want to. I mean the Rand this year has been the second worst performing
currency in the world after the Turkish Lira. Would you be keen to
invest in Turkey these days?
It's ironic that the stock has been going up, the Anglo stock, has been
going up on all the bad news but there is a reason of course, because
the people inside South Africa are trying to protect what they have and
their portfolio by hedging in US dollars and the only thing they can
get is a stock like that. But for the people on the outside at some
point reality is going to hit home that a currency is the soul of the
nation, it reflects what's happening inside a nation. I don't want to
make a prediction if it's going to go up or down, all I have to know is
what it's doing. That is the reflection of what's going on.
I don't know tomorrow if there's going to be strikes, I don't know what
HIV is going to do, I don't know any of that. All I have to do is look
at what the currency does. It is the reflection of a country and it is
one of the reasons when Franco-Nevada was looking at doing our deal
with Goldfields there was no way in the world that we would accept the
South African piece of paper. We didn't want that, and that is why the
deal at the end of the day collapsed. For our shareholders it was very
very important and my partner and I happened to be the largest
shareholder in Franco-Nevada and we didn't want that.
If you look at hedging, hedging has been the bane of this industry,
make no mistake about it. This industry has borrowed almost 5,000
metric tonnes of gold that it has dumped on the gold market in the last
ten years. Does it matter? Yes it matters. But hedging is a wonderful
thing when the gold price is going down, as it has, and when interests
rates are high as they've been. But when you turn the table around
don't look so good any more. And you look at today 84% of Anglo Gold's
production for next year is already hedged at 281. Gold goes above that
first of all you get no leverage and your mark to market starts to go
under. That big nice fat hedging gain that they've reported for the
last three years starts to disappear. How are they going to pay their
dividend? And that applies to all the hedgers, applies to Barrack, it
applies to Placer Dome(?) same story. Hedging from 1975 to 1980 would
have been a disastrous policy. And you look at what happened two years
ago when the gold price had a little blip when the Washington Accord
was signed two companies went south, Ashanti and xxx and that's only a
preview of little things to come.
This company is not going to be a hedger. And it's going to have the
financial strength to not be a hedger, it's going to have some of the
lowest cost gold mines and it's going to offer the shareholders or
warrant them gold which is what this market wants. And it's going to
offer shareholders full value on the upside.
With that I will ask Wayne to take over from me.
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Hinton & Associates Teleconference 10 December 2001
Wayne Murdy: Again we stress the financial strength and flexibility that the
combined company will have. When we look at the ebida coverage of the
company again we're doing it at spot prices and can continue to do so.
I think the fact that we can make an offer like this, increase the cash
component, says something about the financial strength of the company.
We didn't have to go out and do any special financings, we could do it
from on tap lines that we already had available.
The combined company on a pro forma basis level with $750M of cash at
the conclusion of this transaction and another $100M of liquid
investments.
If we go to the next chart we touched base earlier on liquidity,
trading liquidity. We think that is very important for shareholders. I
commented that we are very committed to maintaining a strong
shareholder presence here in Australia, but we have unparalleled
liquidity compared to our competitors with this transaction and the
most in the industry and that again is very meaningful obviously to the
large institutions. But it's also meaningful to the small investor.
You're not going to see big gaps between an order and what the
execution is with a company like this.
The next couple of charts are just a bit of background on Newmont and
Franco for those who are not fully appraised of our background. Newmont
is the largest gold producer in both North and South America, about a
$4.4B market cap and we talked about liquidity and the cash flow
generation. Over 66M ounces of reserves. We are a low cost producer and
I want to touch base on this a little bit.
Over the last five years we've reduced our cash cost about 20%, but
I've got to tell you we did that the old fashioned way, we spent less
money than we used to spend. Again, our large base is the US, so the
strong dollar has not helped our cost structure. We have a program
within the company we call "Gold metal performance," based on the
Six-sigma program the GE developed. We've got firm commitment across
the company, we share best practices across the company. There is
tremendous communication between ten different teams that are broken
down into such things as xxx, as drilling and blasting, maintenance and
mobile equipment, maintenance of facilities. The meat and potato stuff
we work on very hard, that's a mindset we have within the company.
Clearly as low cost operations have become a bigger segment of our
production mix that has helped too, but we have not had the currency
breaks that some others have had in this industry.
We've got a reputation for developing proven world class outfits, I
think the ability to develop xxx xxx in Indonesia through three years
of real turmoil there, we brought it in on budget on time, the best
start up, the biggest Greenfield start up that's ever been undertaken
in the industry, we went from zero to 120,000 tonnes a day through that
mill right on schedule and now it's doing over 130,000 tonnes a day. A
very successful start up.
Franco-Nevada is a unique company in this industry. They have a track
record of shareholder wealth building that's unparalleled, there is
nobody else who has a track record like that. These people understand
the industry, they're students of the industry,
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Hinton & Associates Teleconference 10 December 2001
their merchant banking capabilities are unique and that's a strength we
really want to see within the new Newmont.
We talked about the property position. We think the ability to continue
to grow the royalty business is really enhanced by the property
position of the new company and we think that builds a unique platform
and there are various transactions that will add value to our
shareholders as we rationalise the various property positions.
We do believe in gold, Peer has a passion for this and I am going to
let him talk a little bit about this, we do a tag team here, and then
we will finish up.
Pierre Lassonde: One thing I want to add on the previous page is that my
partner and I, Seymour, have a three year lock up agreement with
Newmont and just to give you some idea, we are going to have $AUS550M
of our money in this deal. So that's a very substantial personal
commitment.
We're in this deal because we believe that we're going to make two to
three times more in the next three years. And we're not kidding, we're
very serious. We have looked at this every which way and that we
believe is what we are going to do.
When you came in I think on the table you had a two pager like this, if
you want to take it and I will go through it with you for two minutes.
It's called "Why I love gold".
The top slide is the ratio of the SNP 500 viz a viz gold for the last
hundred years. What it is really is it's the ratio of financial assets
viz a viz the hard assets. It's showing here on the board.
Every time that ratio peaked in the following five years gold went up
anywhere from 82% to over 200%. And if you look at where we are today
is history about to repeat itself? I don't know. But certainly looking
at where we are today it looks like we are the confluence of a very
interesting moment.
The next slide, it's on your two pager, it's the coefficient between
the SNP 500 and gold and as you can see it's a minus .4. What it means
is that gold is a very good diversifier in terms of an SNP portfolio
and in fact if you look at gold stock it's an even better diversifier.
Of course it's a corollary of the top slide, it's quite evident. So if
you want to immunise your portfolio gold is a good story.
The next one is gold viz a viz the economic cycle. And here the G7
industrial production has been inverted axis so what's going up is
actually going down. What this slide really tells the world is that
policy makers really don't like recessions and particularly since
September 11 what we've seen is the major central banks cut interest
rates very aggressively and pump the money supply. Well, if you go back
in history, that's always been good for gold.
The last slide is one I call of timing. The top one is the 90 UST bill
rate of interest minus the 12-month inflation rate. Every time that
ratio xxx negative the gold price has gone up and you can go back to
the 1970s and you will find that same relationship and in effect the
opportunity costs of holding gold becomes very attractive. Last time,
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Hinton & Associates Teleconference 10 December 2001
in 1992, gold went up $80 and if you look at where we are today it
certainly looks interesting.
So from a technical standpoint we feel pretty strongly that gold is in
a good space at a good moment. But where the story really builds is
that the fundamental level, what I call the economic 101 is
supply/demand. The demand side has been fairly even, hasn't budged very
much. What we've lost in jewellery demand has been picked up in
investment demand. Overall demand is steady, about 3800 tonnes a year.
But where the story is about to happen is on the supply side.
I think UBS' John Reid put out a report not even two-three weeks ago
saying that gold production over the next three years is going to go
down 10%, over the next five years he is looking at 10-30%. And I
believe that Goldman has a report very similar to that. It's easy to
see why. This industry at $275 gold in the long run is not viable. The
return on capital for the industry if you take the hedging out is 4%,
it doesn't work.
So you're going to have production shut down over the next three years.
How much? Let's say it's only 5-10% you are looking at 150-300tonnes
per year. It's okay, not dramatic. Three to five years could be a lot
more dramatic. Where I believe the most impact is going to be felt is
at the hedging level. As I mentioned to you the hedgers have borrowed
near 5,000 metric tonnes from the central bank. Today with the cost of
borrowing the gold at about 1.6% per year from the central bank and the
three year T bills or the 5 year T bills are anywhere from 3 - 3 1/2%
the contango what you get to extend is so small that it doesn't pay and
particularly if you look at Rand terms, if you look at Ausie terms,
dollars it really doesn't pay. I mean Anglo made a big thing about
their delivering to their hedge book, guess why. There are forced to.
With the Rand just going south they have no choice. But think about
this, the next twelve months the hedgers have to roll 700 metric tonnes
of production, and the same next year, and the year after. It's 700
tonnes per year for 7 years we're talking about.
The price elasticity of gold is about 5 bucks per hundred tonne, you
take 700 tonnes, add another 300 for production sometime in the next
three years you could be looking at 1,000 tonnes in any one year in the
next three years, that's 50 bucks an ounce. And you know what, it's
going to happen. At some point it will happen and we feel pretty
confident about it. We're building a business on 275 gold, not on 350,
but if it does happen you look at the leverage here. This is my
favourite chart, this is why we're in this, okay. You want to know?
For a $25 increase Newmont pre tax cash flow goes up $1.62. Once we've
delivered into the Normandy hedge book and the entire hedge book has
been closed, that number is close to US$200M a year. If the gold price
goes back to its average for the past 10 years, and that number is not
300 and it's not 325, guess what? It's 350. Newmont will have pre tax
cash flow of over US$1.6B a year. Well you just look at the multiples
that the stock trades at, this is going to be a $50-60 stock. That's
why we're in this deal. Because we're going to make a ton of money,
period. Simple.
We're not looking for 5 cents dividend here, we're looking for dollars.
Okay. That's why we're in this deal.
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Hinton & Associates Teleconference 10 December 2001
Wayne Murdy: We'll just go to the next slide here and then we will wrap the
presentation up and then open it up for conversation, but it is
creating the gold standard.
We've got several bars here and you can go from the bottom to the top
here. Stability at lower gold prices, the royalty income, the cash flow
generation that we have at these gold prices within this company, the
strong balance sheet we're in a position if the gold price stays flat
for five years, it peals off for a couple of years here and stays flat,
this company on a pro forma basis has about US$2.4B of revenue. Over
five years that revenue would modestly grow to about US$2.6B. We would
not push organic growth because if the price stays low the world is
telling us something, maybe there's enough gold out there so we don't
need to add to that.
So we can go along like that, it will generate enough free cash flow
over that time period that we'd be down to our net to book
capitalisation ration would be 3%, we would almost totally pay off our
debt. We're not going to pay off debt while we have projects announcing
in third world countries so we will be in a position to look at our
dividend policy and to do something that's responsible and makes sense
here.
If the gold price starts to move up then you start looking at the
merchant banking abilities that we will have to create value, they will
accelerate at that point. We think we can generate very substantial,
probably US$250M of cash over the next year, year and a half from our
merchant banking, rationalising some of the assets that we already have
in the portfolio.
But as the gold price moves up the market gets hot and we will be able
to generate a lot more, again think about that land position this
company has. As price moves up we have organic growth, we can grow the
company with the backlog of projects both within Newmont and within
Normandy and unhedged we provide that exposure.
That's how we're building this company, we can do just as well at the
lower gold prices, as that price moves up we can provide a lot of
flexibility.
So in wrapping it up as we look at this situation it is always
difficult when you get into a contest like this, we do think this is a
unique opportunity to form a company that will be a very special
company in this industry. The Anglo Gold people are working for their
shareholders, and I totally understand that, I respect the people
there, it is not personal. We just feel that we have a unique
opportunity here to do something for our shareholders and the
shareholders of Franco but most importantly for the shareholders in
Normandy here. This company will be the best value transaction. It is
recommended by the board of directors of Normandy, it's recommended by
the board of directors of Franco-Nevada and this transaction will be
completed in a February time period. There is real value here, not just
a one time bump as the company gets sold, which is unfortunately what
happens in many of these types of situations, but a real long term
value created for shareholders that will be unique in the industry.
With that we thank you for the opportunity to talk to you today and we
will open the floor to questions.
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Hinton & Associates Teleconference 10 December 2001
Chair: Thank you very much Wayne and Pierre, I am sure that everybody will
agree that that was a very compelling presentation, and a passionate
one at that. I don't think I introduced myself, my name is Trevor
Lowenstein from JP Morgan and I will chair the questions and answers.
There are people on the line as well, so I will ask people if before
they ask a question they could identify themselves and their
organisation. I will start with the people in the room first but I will
make sure there is time for questions from the phone lines as well.
Jeff Bell, BNP: Just a question on your financing 40(cent)what can you say
about that.
Wayne Murdy: We have an unused credit line of US$600M that we've had in
place, so that's really not an issue for us. As I said the combined
companies pro forma position will be a cash position of about US$750M
and another US$100M in equity, so it's just not even an issue.
Sean Giancomo, UBS: Wayne, I guess it's a value question here. The Normandy
independent expert identified a range of valuations of Normandy's
assets xxx a little more than that on today's offer, where specifically
have you identified additional value that you can go to your
shareholders and justify paying that sort of money.
Wayne Murdy: As we've looked at the transaction we have significant synergies
and we view that we've got some unique opportunities to add value.
There are properties within the Normandy portfolio that really don't
fit our pistol so those properties we think we can add substantial
value beyond what is in the independent report. I guess I'd make one
other point, when you think about that report was done on 100% basis,
we haven't changed our purchase price for the 20% we already have. So
as we look at the total package we are well within the range, we have
always felt very good about the assets, we think this is a unique
opportunity when we look at that early chart. There are just a few big
packages out there and so we've gone through this, this is well within
our value range from our initial assessment. And we have also done due
diligence on the properties, we have had our people on the land over a
period of time.
Genesys: Instructions to phone participants.
Michael Zafritsky, CSFB: Thank you. I am wondering about the Franco-Nevada
shareholders in terms of the offer that they received for the second
leg of the transaction. Given that Normandy shareholders now get a
larger portion of the pie the Franco-Nevada shareholders get a smaller
portion of the pie, what's compelling in this offer for them? What's
the risk that the Newmont share price falls over night and the current
premium in the offer terms from Newmont to Franco is eroded, and what's
the risk then that Franco shareholders don't accept that leg of the
transaction?
Wayne Murdy: The Franco-Nevada transaction was done independently. We
negotiated with Newmont a fair price. If you look at the exchange
ratios none of them changed neither for Franco or for Normandy. The
only thing that changes is the cash portion, so if you look at the
company going forward the ratios haven't changed, they're the same. And
we feel very confident that we will create far more value going forward
than the limited amount of cash that's being put on the table. Our
investment bankers are telling us, and we firmly believe that there is
going to be plus value created in the range of US$1.5-3.5B out of this
transaction. So when you look at the
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Hinton & Associates Teleconference 10 December 2001
amount of money being put on the table it's relatively small and when
you look at them in the context of what we think is going to be a
$9Billion company it's even smaller.
Chair: Any further questions from the phone line?
Genesys: No further questions from the phones at this stage.
Chair: Are there any other questions from the room here? No, okay. I would
like you all for attending this morning. I would like to thank Wayne
and Pierre for their comments and presentation this morning and if
anyone in the room has any further questions I am sure we can come and
talk afterwards to any of the people in the room.
End of recording.
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