Analysis

Small print can cause large consequences. Billion US Dollar consequences. Take the 2015 amendment to India’s Mines and Minerals (Development and Regulation) (MMDR) Act from 1957. Ambiguous wording in the legislation may have held up two prominent cement industry acquisitions in 2015. It also hangs over the recently announced purchase by UltraTech Cement of Jaiprakash Associates’ cement plants.

The MMDR was amended in January 2015. As the Times of India explained in mid-2015, a clause in the amendment said, “The transfer of mineral concessions shall be allowed only for concessions which are granted through auction.” However, it was unclear whether this meant historically allocated mines given via nominations or only newly allocated ones. Given the reliance of clinker plants on reliable mineral reserves this caused havoc. Cue confusion and large legal budgets.

LafargeHolcim’s divestment of two cement plants to Birla Corporation was one casualty. As a condition of the merger between Lafarge and Holcim the Competition Commission of India (CCI) required that the Jojobera and Sonadih cement plants in Eastern India be sold in 2015. Together the plants have a combined cement production capacity of 5.1Mt/yr. However the ambiguity over the 2015 MMDR Act clause on transfer of mining rights held the deal up. By February 2016 Birla Corporation had endured enough. It publicly complained about Lafarge India’s ‘inability’ to complete the deal and threatened legal action. LafargeHolcim retorted by asking the CCI if it could sell all of Lafarge India instead. It received the revised clearance and a new buyer is yet to be announced.

Another victim was UltraTech Cement in a previous attempt to buy Jaiprakash Associates’ cement assets. That time it was down to buy two integrated cement plants in Madhya Pradesh with a combined clinker production capacity of 5.2Mt/yr with associated mineral rights. The deal was agreed in December 2014 and then reported delayed in mid-2015. Finally, on 28 February 2016 the Bombay High Court rejected the deal, citing the MMDR Act as the prime cause.

Luckily for UltraTech Cement the story has a happy ending (so far) as it then announced that it was purchasing the majority of Jaiprakash Associates’ 22.4Mt/yr cement portfolio instead for US$2.4bn. It is hoped that the deal will be finalised by June 2017 but this partly depends on the MMDR Act being amended. Although UltraTech Cement have said they are looking at alternative routes to the deal in case the act isn’t amended.

Poor legal wording kiboshed at least two cement industry deals for over 10Mt/yr production capacity. Roughly, at the price UltraTech Cement is paying for its latest deal, that’s over US$1bn worth of Indian cement assets. Given the hard time the Indian cement industry had in 2015 the question should be asked regarding how much damage the MMDR Act amendment has done. One option for the beleaguered industry is to consolidate and cut its costs. This was massively delayed in 2015.

The proposed 2016 amendment to the MMDR Act reads as follows:

“Provided that where a mining lease has been granted otherwise than through auction and where mineral from such mining lease is being used for captive purpose, such mining lease will be permitted to be transferred subject to compliance with the terms and conditions as prescribed by the Central Government in this behalf.”

Let’s hope it does the trick this time.

The Saudi Cement Company has been complaining in recent weeks about market conditions in Saudi Arabia. Following a meeting of its board of directors in early February 2016, it decided to temporally a 3500t/day production line and halt further upgrades. At the meeting it blamed the local market and the country’s export ban.

In January 2016, the cement producer reported that its net profit had fallen by 35% year-on-year to US$49m in the fourth quarter of 2015 from US$76m in the same period in 2014. The trend for the year as a whole was less pronounced but still downward. Its net profit fell by 14% to US$257m.

Saudi Cement’s experience may be indicative if one looks at wider figures for the industry. Cement output is high, inventory is piling up and government infrastructure spending is falling. If the country’s industry isn’t feeling the pain right now surely it must be wondering what might happen next.

Figure 1 – Saudi Arabian cement production and inventory, 2011 – 2015

As Figure 1 shows data from Yamama Cement for the industry as a whole. Cement output has been steadily growing over the last five years since 2011 to the current declared level of 61.5Mt. However, in the background, cement inventory has also been growing. The particular jump appears to be between 2012 and 2014 when the stock grew from 6.4Mt to 21.5Mt. In mid-2013 King Abdullah bin Abdulaziz Al Saud issued an urgent command ordering 10Mt of cement to cope with a local shortage at that time. Subsequently cement producers were asked to build a 'strategic' reserve of two months inventory at each plant. It looks like they took that message to heart.

Alongside this the Saudi Ministry of Finance slashed its Infrastructure and Transportation budget down to more than half to US$6.37bn in 2016 from US$16.8bn in 2015. Local media reported that value of new contracts won by the Saudi contractor Abdullah A M Al Khodari & Sons in 2015 fell by nearly 50% in the lead-up to the 2016 budget announcement in December 2015. Previously, Al Khodari had typically earned about 95% of its revenue from government-related contracts.

It should be noted that Saudi Cement is based in the east of the country and some regional variation is possible here. The country’s other major cement producers - Yamama Cement, Yanbu Cement and Southern Province Cement have all reported that their net profits rose in 2015. Yet the inventory keeps piling up.

The other reason than Saudi Cement pointed out for its woes was the country’s cement export ban. The government introduced an export ban on cement exports in February 2012. Since then local cement producers have asked on several occasions to have the ban repealed. Most recently the chairman of Saudi Arabia's Cement Association asked in March 2015 to lift the ban so that his producers could supply Egypt with 6Mt of cement. At the time, as now, the chairman would have been well aware of all the cement lying around.

Local press reported in late November 2015 that government bodies were considering cutting the ban on cement exports. The ban was originally introduced in Saudi Arabia to keep prices down and production flowing for large infrastructure projects built using oil revenue. These same projects were designed to wean the economy off its reliance oil revenue. With investment falling as the price of oil stays low the cement industry is in a tight spot. The government and cement producers will need to think very carefully what the consequences are of opening the gates for Saudi cement exports.

HeidelbergCement has finally provided a little more detail about its acquisition of Italcementi with the releases of its preliminary results for 2015. The key message is that all is well. Expected savings from the takeover are growing, less borrowing is required to make the purchase and the approvals from competition commissions around the world are rolling in.

Looking at the cost savings first, the potential for synergies or operational savings was first estimated at Euro175m at the time of the takeover announcement in late July 2015. At that time HeidelbergCement hoped to be able to deliver almost 30% of this figure in 2016. If it goes ahead this will sweeten the honeymoon period considerably following the completion of the deal. The largest savings were expected to come from the commercial area and in purchasing.

This figure then grew to Euro300m at the time of HeidelbergCement’s third quarter results in November 2015. Now, the effects of financing costs and taxes were included. At this point some more strategy about how HeidelbergCement was planning to use Italcementi’s resources started to emerge in the synergy calculations. HeidelbergCement intends to use its global trading business with Italcementi’s ‘export orientated’ cement plants. Import demand, for example in North America or Africa, that used to be bought from third party sources previously, can now be supplied by Italcementi’s plants after the merger, meeting demand and holding capacity utilisation rates up. With the publication of the preliminary results for 2015 the savings figure has grown to Euro400m with little explanation. If only it were that easy to find Euro100m down the back of my sofa.

The financing has also been proceeding smoothly. The loan value required for the takeover has fallen from Euro4.4bn to Euro2bn. Reasons for this include the exclusion of the risk of a mandatory takeover offer to minority shareholders in Morocco, some of Italcementi’s creditor banks agreeing to waive their change of control clauses and the issuance of a Euro625m bond in January 2016. The bridge financing, available initially from Deutsche Bank and Morgan Stanley, remains at Euro2.7bn.

Finally, competition commission approval has been granted in India, Canada, Morocco and Kazakhstan. Despite holding a cement product capacity of 10.5Mt/yr in India with 4.1Mt/yr additional capacity in development, this was unlikely to be a problem in India, with its total national capacity of 280Mt/yr. The commission implemented the Elzinga Hogarty Test and concluded that there is sufficient competition.

This leaves the possibly trickier approvals outstanding in Europe and the US. Belgium is likely to be the main issue in Europe given that the two companies run 73% or 4.5Mt/yr of the market in production capacity. Divestments are expected here.

In the US, precedent should save HeidelbergCement from interference. HeidelbergCement’s and Italcementi’s combined cement production assets will give it a production capacity of 16.4Mt/yr or around 14% or market share. This will make it the second biggest producer in the country after LafargeHolcim which had its merger approved in 2015. There are no obvious overlaps in their clinker production assets except for a minor one in Pennsylvania which holds both the 2Mt/yr Ordinary Portland Cement Essroc (Italcementi) Nazareth Plant and the 0.13Mt/yr Lehigh White Cement (HeidelbergCement). These two plants are unlikely to be considered in competition with each other.

So, continued smooth sailing is expected for the takeover. Since most of the information regarding the acquisition has come directly from HeidelbergCement it was unlikely to appear otherwise. Let’s see whether this remains the case when Italcementi releases its financial results for 2015 later in the week on 19 February 2016.

Cemex trumpeted last week that it had returned to positive net income for the first time in six years in its fourth quarter results for 2015. In effect the multinational building materials company was saying it is putting its house in order following taking on too much debt in the late 2000s. Similar reassuring noises have repeatedly been made as it has cut its debts down since that time.

The figure Cemex was shouting about this time was its controlling interest net income or the net income attributable to the controlling shareholder. It has risen to a gain of US$75m after being negative, or in loss, since 2010. In that year the sting from the financial crash in 2008 caused havoc and net sales for the company hit a low of US$14bn, having been at over US$20bn in the boom times of 2007 and 2008.

Meanwhile, the company has been steadily whittling away at its total debt reducing it down to just US$15.3bn in 2015. This is a massive figure given that its total equity was US$9.5bn in 2015.

By comparison, Lafarge was reporting a net debt of Euro9.3bn in 2014 compared to a total equity of Euro17.3bn. Its debt-to-equity ratio was far smaller than Cemex’s despite being perceived as the weaker partner financially going into the merger with Holcim in 2015. Unsurprisingly, it was news in August 2015 when Cemex refinanced a bank loan agreement for a US$15bn debt that was previously renegotiated in 2009. Everyone is watching Cemex’s debts keenly.

Against this financial backdrop Cemex’s cement business has been steadily producing fairly static levels of cement since 2009. It 2015 it has reported that it produced 66Mt. However, net sales fell in 2015 by 8% year-on-year to US$14bn, a disappointing result following sales growth since 2012. Fernando A Gonzalez, Cemex’s Chief Executive Officer, blamed it on a ‘challenging’ macroeconomic environment.

Notably overall net sales have been down in Mexico, Northern Europe and Central and South America in 2015. Although Cemex hasn’t released cement sales volumes, volumes fell by 3% in Northern Europe, 2% in its Mediterranean region and 4% in Central and South America in 2015. Thankfully, growth continued to pick up the US, bolstered by housing and infrastructure spending. The Philippines has remained a powerhouse in cement consumption in Asia.

Reviewing Cemex’s expansion projects in 2015 suggest muted capital expenditure with a focus on upgrades and side projects rather than clinker production growth. Such announcements included projects in Nicaragua, the Dominican Republic, Colombia and Mexico. The exception was in the Philippines where a full-on US$300m project including a new 1.5Mt/yr plant was announced in May 2015. Given the surging cement volume sales in the country this is likely a safe investment.

As discussed previously in this column and elsewhere Cemex has suffered from high debts at exactly the time its major international rivals have started to merge. At the same time its Chinese rivals in terms of production capacity have undergone similar capacity consolidation as part of state mandated capacity reduction initiatives. This has left Cemex between the mega-cement producers like LafargeHoclim and HeidelbergCement and the up-and-comers such as Eurocement or Votorantim.

Now, its reliance on markets in the Americas it hitting a roadblock from reducing growth south of the US as global commodity prices tumble and economies suffer. It couldn’t have happened at a worse time for the company. Bar the odd bright spot such as the US and the Philippines it seems that all Cemex can do is wait it out.

LafargeHolcim has stopped clinker production at its Voskresenskcement plant in the Moscow region of Russia. The move is part of reorganisation of the company's structure in Russia following market contraction. LafargeHolcim warned of declining cement volumes in its third quarter report for 2015 blaming a 'volatile' economic situation and low oil and gas prices negatively affecting construction activity.

Lafarge, before the merger with Holcim, reported that its cement volumes in Russia grew by 9% in 2014 compared to 2013 owing to the opening of its 2Mt/yr Ferzikovo plant in the Kaluga region in May 2014. It noted at that time that the construction market had slowed down in the fourth quarter of 2014. The Voskresenskcement plant had a Euro5m FLSmidth electrostatic precipitator fitted on one of its kilns in June 2014. This was part of a Euro60m upgrade project on Lafarge Russia's cement plants between 2008 and 2013. Also, in the run-up to the merger Lafarge Holcim sold its UralCement plant in Korkino to Buzzi Unicem.

LafargeHolcim is a relatively small player in the Russian cement industry but its experiences may be symbolic. Eurocement, the Russian market leader with 33% of cement production capacity, forecast that cement consumption in the country might fall by 5 – 10% in 2015. At that time, in June 2015, Eurocement president Mikhail Skorokhod blamed the high cost of borrowing and its effects on slowing new construction projects. Previously, the Russian Cement Association predicted that it expected domestic cement consumption to fall by 15% in 2015.

Unfortunately, it looks like the most pessimistic end of Eurocement's forecast may be correct. CMPRO data shows that cement consumption fell by 9.4% year-on-year to 49Mt in the first nine months of 2015. Data is yet to be publicly released for December 2015 but the cumulative totals for the first eleven months of 2015 hold with that decrease in cement consumption. Prior to this Russian cement production and consumption had been growing annually since 2009.

Particular declines in cement consumption for the first nine months of 2015 have been reported in the Volga Federal District, the Siberian Federal District, the Ural Federal district and the Northwestern Federal District of Russia. However, it should be noted that these regions had all had a production deficit of cement for most of 2010 to 2013 according to EY analysis. These regions all had cement oversupply problems during the boom years of growth and are now suffering even more as the market contracts. The three biggest cement producing regions in Russia are the Central Federal District followed by the Volga Federal District and then the Siberian Federal District.

Alongside all of this, Eurocement planned to sign US$280m of contracts with Sinoma in November 2014 to build new clinker production lines at three plants. This followed an earlier US$580m set of deals with CNBM and Sinoma to build new plants. On 1 February 2016 Rolt Company announced that it had started project development on four power plants for Eurocement.

Eurocement's financial status is unknown but it may now be regretting all that spending. Last week, on 25 January 2016, Sherbank CIB announced that it held 6% of LafargeHolcim's shares following a repurchase deal with Eurocement. This follows a request for a US$634m loan from Sherbank in mid-2015. Unless growth resumes in the construction market it may have paid over US$850m to build new cement plants at the peak of the Russian market. Add in currency exchange effects and 2016 may be a bumpy year for Eurocement and the Russian cement market as a whole.