Metal-Tech Ltd. (Israel) v. Republic of Uzbekistan
$500,000,000
Covington & Burling
White & Case
ICSID/Washington, D.C.
John Townsend; Gabrielle Kaufmann-Kohler; Claus von Wobesey
-------------------------------------------------------------------------------------------
12 September 2005
Metal-Tech ('Metal-Tech' or the 'Company') Announces Record Half Year Results
Interim Results for the 6 months ended 30 June 2005
Metal-Tech, a leading specialty metal and metal-based chemicals company focusing
on the production and upgrading of low grade metals, is pleased to announce its
results for the period 1 January 2005 to 30 June 2005, its first set of results
since its admission to AIM in May 2005. Metal-Tech, which is based in Israel
but operates in markets around the world, produces tungsten, molybdenum and
other specialty metals, chemicals and metal powders which are used mainly in the
stainless steel, petrochemical and cutting tools industries.
Highlights:
• Revenues up by 227% to US$55.0 million (2004: US$16.8 million)
• Gross profit margin increased to 27.0% from an average of 24.2% in
the full year of 2004
• Earnings per share (EPS) up 320% to US$0.21 (2004: US$0.05)
• Net profit of US$8.1 million, significantly above half year 2004 net
profit of US$1.6 million
• Six months net profit to 30 June 2005 exceeds 90% of net profit for
full year 2004
• Successful admission to AIM in May 2005 raising £10.5 million before
expenses
• Opening ceremony of the new molybdenum plant in Mongolia took place
on 5th September, making Metal-Tech the pioneer, and as yet only,
foreign company to establish a hydrometallurgy chemical plant in
Mongolia. The new plant should increase the profit margin of the
Mongolian present operation.
Commenting on the results, Ran Maimon, Chief Executive of Metal-Tech, said:
'We are very pleased by these financial results which have exceeded our internal
budgets. We joined AIM in May of this year and have successfully grown the
business in production quantities and sales to existing and new customers. We
have successfully established on schedule a new state of the art molybdenum
plant in our subsidiary in Mongolia together with Erdenet Mining Corporation,
which will strengthen our position in the Asian markets. The plant which
converts low grade molybdenum concentrate into quality molybdenum oxide is
designed to a capacity of 2,000 tons per year and is well placed at a time where
there is global shortage of molybdenum refining. The plant is due to be in
operation by the end of this year. The current intention is to declare an
inaugural dividend at the end of the current financial year.'
-Ends-
For further information, please contact:
Ran Maimon, Chief Executive Officer: ran@metal-tech.co.il
Modi Ashkenazy, Chief Financial Officer: modi@metal-tech.co.il Tel. +972 8
6572333
Henrietta Hirst, Par Excellence PR, London
henrietta@parexcellencepr.com Tel. 020 7262 6648 / 07880 742 375
Interim Results
Excellent progress has been made during the last six months in increasing
revenues from existing customers and in broadening the Company's customer base.
Consequently, Metal-Tech's results have significantly exceeded management
expectations. The Company's management remains committed to expanding the
Company's activities with the introduction of more technically advanced
products, as well as the additional diversification of supply sources, in order
to secure business growth.
The significant growth in sales during the first half of 2005 was the result of
high demand and increased production in all of the Company's plants. Metal-Tech
benefited from favorable market conditions in the metals industry combined with
an efficient sales and production operation. The Company saw strong growth in
all of its geographic markets, in particular in the US, China and Japan. This
growth was primarily driven by increasing market share in all markets as well as
by strong growth in demand from the oil refinery catalyst industry in Japan.
Tungsten prices increased significantly during the first few months of 2005 as a
result of greater demand, mainly from Chinese internal consumption. Molybdenum
prices remained at relatively high levels throughout the six month period.
Management remains confident about future prospects for Metal-Tech. The
successful IPO completed in May 2005 will enable the Company to invest in
further growth and expansion.
Revenues for the six month period ended 30 June 2005 were US$55,018,000 compared
to US$16,804,000 for the comparable period in 2004, reflecting an increase of
227%. Net profit for the six month period to June 2005 was US$8,069,000,
representing an improvement of 390% compared to US$1,646,000 for the comparable
period in 2004. Gross profit for the six month period ended 30 June 2005 was
US$14,867,000, representing a 27.0% margin, compared with US$2,482,000 and a
14.8% margin for the comparable period in 2004. The improvement in gross margin
is a result of higher average selling prices through improved quality and better
production efficiency.
During the six month period ended 30 June 2005 cash and cash equivalents
increased by US$14,767,000 to US$17,234,000 mainly due to proceeds from the IPO.
The working capital balance of the Company increased by US$7,342,000 as a result
of increased sales and increased cash settlements with suppliers, mainly in
China (the effect of the significant increase of tungsten prices during the
first half of 2005). The Company does not expect additional significant changes
in its required working capital in the second half of the year.
Long-term debt during the six month period ended 30 June 2005 was reduced from
US$13,107,000 to US$12,330,000 due to the repayment of long-term loans amounting
to US$5,147,000, mainly in Uzbekistan, which was offset by new bank loans drawn
down to finance the new plant in Mongolia.
Outlook
The Company performed strongly in the first half of 2005 and the board therefore
remains confident of the Company's prospects for the rest of the financial year.
In addition, market conditions are encouraging and metal prices remain at high
levels as a result of continuous strong demand worldwide. The Company's strong
position in Mongolia, its technical expertise in the engineering and production
of quality specialty metals, provide solid ground for further expansions
especially in the geographical areas in which the Company already operates.
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except shares and per share amounts)
Unaudited six months, Audited 12
ended 30 June, months
ended
31
December,
2005 2004 2004
-------- -------- ---------
Revenues 55,018 16,804 58,972
Cost of revenues 40,151 14,322 44,672
-------- -------- ---------
Gross profit 14,867 2,482 14,300
-------- -------- ---------
Research and development 40 196 243
expenses, net
Selling and marketing 1,482 619 1,111
expenses
General and administrative 948 429 1,796
expenses -------- -------- ---------
Total operating expenses 2,470 1,244 3,150
-------- -------- ---------
Operating income (loss) 12,397 1,238 11,150
Financial expenses, net 311 186 1,655
Other income (expense), net 18
-------- -------- ---------
Income (loss) before taxes on 12,086 1,052 9,513
income
Taxes on income 2,180 - 809
-------- -------- ---------
Net Income for the period 9,906 1,052 8,704
======== ======== =========
Attributed to:
Equity holders of the Parent 8,069 1,646 8,871
Minority interests 1,837 (594) (167)
-------- -------- ---------
9,906 1,052 8,704
======== ======== =========
Basic and diluted earnings 0.21 0.05 0.29
(loss) per share ======== ======== =========
======== ======== =========
Number of shares used for 38,376,923 30,300,000 30,300,000
computing basic and diluted
earnings per share
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
Unaudited Unaudited Audited
30 June, 30 June, 31 December,
2005 2004 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 17,234 840 2,467
Short-term deposits 164
Short-term restricted cash 912 900 748
Trade receivables 16,206 3,816 13,432
Due from minority interest in - 1,196 283
subsidiary
Other accounts receivable 2,435 900 1,715
Inventories 11,638 5,287 12,747
-------- -------- ---------
48,425 12,939 31,556
-------- -------- ---------
LONG-TERM ASSETS
Restricted cash 912 1,736 1,495
Deferred taxes 500
-------- -------- ---------
1,412 1,736 1,495
FIXED ASSETS:
Cost 41,466 30,522 32,974
Less - accumulated depreciation 13,243 10,502 11,643
-------- -------- ---------
28,223 20,020 21,331
-------- -------- ---------
TOTAL ASSETS 78,060 34,695 54,382
======== ======== =========
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
Unaudited Unaudited Audited
30 June, 30 June, 31 December,
2005 2004 2004
LIABILITIES AND
SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit 5,701 5,418 4,203
Short-term loans and current 3,716 5,574 6,336
maturities
Trade payables 10,195 6,692 20,025
Related parties 1,184 180 1,505
Other accounts payable 9,469 3,412 4,596
--------- -------- ---------
30,265 21,276 36,665
--------- -------- ---------
LONG-TERM LIABILITIES:
Long-term loans 8,614 9,580 6,771
Accrued severance pay 264 109 188
--------- -------- ---------
8,878 9,689 6,959
--------- -------- ---------
Total liabilities 39,143 30,965 43,624
--------- -------- ---------
EQUITY:
Ordinary shares 2,399 2,031 2,031
Additional paid-in capital 23,995 7,405 7,405
Accumulated net profit 71 (39) (242)
(loss) on cash flow hedges
Retained earnings 9,140 (6,154) 1,071
(accumulated deficit) --------- -------- ---------
35,605 3,243 10,265
MINORITY INTEREST 3,312 487 493
--------- -------- ---------
Total Equity 38,917 3,730 10,758
--------- -------- ---------
Total Liabilities and Equity 78,060 34,695 54,382
========= ======== =========
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands
Accumulated Retained
Additional net gain earnings
(loss) on
Share paid-in cash flow (accumulated
capital capital hedges deficit) Total
Balance as 2,031 7,405 (242) 1,071 10,265
of 1
January,
2005
(audited)
Net profit - - 313 - 313
on cash
flow hedges
Proceeds 368 16,590 - - 16,958
from
issuance of
ordinary
shares, net
of issuance
expenses
Net income - - - 8,069 8,069
------- ------- -------- -------- --------
Balance at 2,399 23,995 71 9,140 35,605
30 June, ======= ======= ======== ======== ========
2005
(unaudited)
Balance as 2,031 7,405 (267) (7,800) 1,369
of 1
January,
2004
(audited)
Net profit - - 228 - 228
on cash
flow hedges
Net income - - - 1,646 1,646
------- ------- -------- -------- --------
Balance at 2,031 7,405 (39) (6,154) 3,243
30 June, ======= ======= ======== ======== ========
2004
(unaudited)
Balance at 2,031 7,405 (267) (7,800) 1,369
1 January ,
2004
Net gain on - - 25 - 25
cash flow
hedges
Net income - - - 8,871 8,871
------- ------- -------- -------- --------
Balance at 2,031 7,405 (242) 1,071 10,265
31 December ======= ======= ======== ======== ========
, 2004
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Unaudited Unaudited Audited
30 June, 30 June, 31 December,
2005 2004 2004
Cash flows from operating
activities:
Net income 8,069 1,646 8,871
Adjustments required to reconcile (4,196) 2,020 1,528
net income to net cash provided -------- -------- ---------
by (used in) operating activities
(a)
Net cash provided by operating 3,873 3,666 10,399
activities -------- -------- ---------
Cash flows from investing
activities:
Purchase of fixed assets (8,548) (2,174) (4,703)
Proceeds from sale of fixed 35 22 92
assets
Short-term deposits, net 164 66 (98)
Restricted cash 419 389 782
-------- -------- ---------
Net cash used in investing (7,930) (1,697) (3,927)
activities -------- -------- ---------
Cash flows from financing
activities:
Minority investment in a 1,265 712 1,204
subsidiary
Proceeds from short and long-term 4,250 500 1,263
loans
Repayment of short and long-term (5,147) (3,463) (6,379)
loans
Net proceeds from issuance of 16,958
shares
Short-term bank credit, net 1,498 794 (421)
-------- -------- ---------
Net cash provided by (used in) 18,824 (1,457) (4,333)
financing activities -------- -------- ---------
Increase in cash and cash 14,767 512 2,139
equivalents
Cash and cash equivalents at the 2,467 328 328
beginning of the year -------- -------- ---------
Cash and cash equivalents at the 17,234 840 2,467
end of the year ======== ======== =========
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Unaudited Unaudited Audited
30 June, 30 June, 31 December,
2005 2004 2004
(a) Adjustments required to reconcile net
income to net cash provided by (used in)
operating activities:
Income and expenses not involving cash
flows:
Minority interest 1,837 (594) (167)
Depreciation 1,628 1,186 2,390
Accrued severance pay 76 (3) 76
Foreign exchange differences on short and 120 111 217
long-term liabilities, net
Capital gains on sales of fixed assets (7) (2) (18)
Other - - (40)
--------- --------- ---------
3,654 698 2,458
--------- --------- ---------
Changes in operating assets and
liabilities:
Decrease (increase) in related parties, (371) 56 1,381
net
Increase in trade receivables, net (2,774) (1,047) (10,663)
Decrease (increase) in other accounts (1,220) 221 (594)
receivable
Decrease (increase) in inventory 1,109 3,213 (4,247)
Increase (decrease) in trade payables (9,830) (500) 12,833
Increase (decrease) in other accounts 5,236 (621) 360
payable --------- --------- ---------
(7,850) 1,322 (930)
--------- --------- ---------
(4,196) 2,020 1,528
========= ========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL:
The interim financial statement as of 30 June 2005 and for the six month period
then ended (hereafter - the interim statements) were prepared in condensed form
in accordance with IAS 34 - 'Interim Financial Reporting'.
The accounting policies applied in preparation of the interim financial
statements are consistent with those used in the 2004 annual financial
statements but have not been audited by the auditors. Nevertheless, the interim
statements do not include all the information and explanations required for
annual financial statements, and should be read in conjunction with the 2004
annual financial statements.
Costs incurred unevenly during the year are brought forward or deferred, for
interim reporting purposes if, and only if, such costs may be brought forward or
deferred in the annual reporting.
Taxes on income for the interim periods are included based on the best estimate
of the anticipated average annual tax expense for the entire year; changes in
said estimate, as well as changes in the amount of the tax saving to be utilized
in the following years, are included as an expense for the current quarter.
NOTE 2 - REVENUES BY GEOGRAPHICAL SECTOR
Revenues classified by geographical destinations based on the customer location:
Unaudited six months, Audited 12
Ended 30 June, months ended
31 December,
2005 2004 2004
United States 11,378 4,374 11,473
China 9,869 3,925 21,878
Japan 20,930 2,448 11,830
Europe 5,948 4,781 9,332
Others 6,893 1,276 4,459
55,018 16,804 58,972
END
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THE BUYOUT
Introduction.
We respectfully offer to purchase from you all of your Metal-Tech Shares at US$0.5064 (£0.321, according to the representative exchange rate on August 28, 2012) per share. We believe that this is a good opportunity to achieve liquidity for all of your Metal-Tech Shares due to the fact that the tender offer price is higher by approximately (i) 341% than £0.094, the average of the closing prices of the Metal-Tech Shares on the AIM over the 60 trading days ending on August 6, 2012, which was the last business day before the Company's announcement of the SSA and the Offeror's request to convene an extraordinary shareholders meeting to approve the delisting of Metal-Tech from the AIM, and (ii) 428% than £0.075, the average of the closing prices of the Metal-Tech Shares on the AIM over the 12-month period between August 1, 2011 and August 6, 2012.
AND METAL TECH LOST JURISDICTION ???
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